UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2020March 31, 2021

OR

 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _______to ________

Commission File Number: 001-38106

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact name of registrant as specified in its charter)

 

Maryland 27-5466153
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
20 Custom House Street, 11th Floor, Boston, MA 02110 (617) 340-3814
(Address of principal executive offices) (Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange
on Which Registered
Common Stock, par value $0.01 per sharePLYMNew York Stock Exchange
7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per sharePLYM-PrANYSE American

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑   No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Fileraccelerated filer ☐    Accelerated Filerfiler ☐    Non-accelerated Filer ☑    Non-accelerated filer ☐Smaller Reporting Companyreporting company ☑    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YESYes ☐   NONo ☑

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange
on Which Registered
Common Stock, par value $0.01 per sharePLYMNew York Stock Exchange
7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per sharePLYM-PrANYSE American

As of July 31, 2020,May 3, 2021, the Registrant had outstanding 15,974,40729,404,819 shares of common stock.

 

 

Plymouth Industrial REIT, Inc.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

PART I.FINANCIAL INFORMATIONPAGE
   
ITEM 1.1.Financial Statements 
   
 Condensed Consolidated Balance Sheets at June 30, 2020March 31, 2021 and December 31, 201920201
   
 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30,March 31, 2021 and 2020 and 20192
   
 Condensed Consolidated Statements of Changes in Preferred Stock and Equity (Deficit) for the Three and Six Months Ended June 30,March 31, 2021 and 2020 and 20193
   
 Condensed Consolidated Statements of Cash Flows for the SixThree Months Ended June 30,March 31, 2021 and 2020 and 20194
   
 Notes to Condensed Consolidated Financial Statements5
   
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations  17
   
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk2625
   
ITEM 4.Controls and Procedures2726
   
PART IIII.OTHER INFORMATION2726
   
SIGNATURES2928

 

 

 

PART I. FINANCIAL INFORMATION

 

Item

ITEM 1. Financial Statements

FINANCIAL STATEMENTS

PLYMOUTH INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

(In thousands, except share and per share amounts)

 

 June 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
           
Assets                
Real estate properties $738,024  $655,788  $940,759  $886,681 
Less accumulated depreciation  (80,452)  (63,877)  (108,344)  (98,283)
Real estate properties, net  657,572   591,911   832,415   788,398 
                
Cash  13,975   10,465   12,687   15,668 
Cash held in escrow  11,444   9,453   10,788   11,939 
Restricted cash  3,827   2,480   4,688   4,447 
Deferred lease intangibles, net  57,328   57,088   68,922   66,116 
Investment in unconsolidated joint venture  6,410   6,683 
Other assets  20,501   14,084   25,919   27,019 
Total assets $764,647  $685,481  $961,829  $920,270 
                
Liabilities, Preferred stock and Equity        
Liabilities, Preferred Stock and Equity        
Liabilities:                
Secured debt, net $397,150  $318,558  $327,752  $328,908 
Unsecured debt, net  99,293   99,254 
Borrowings under line of credit  70,100   78,900   98,000   90,000 
Accounts payable, accrued expenses and other liabilities  42,598   36,284   52,037   49,335 
Deferred lease intangibles, net  7,888   8,314   10,828   11,350 
Financing lease liability  2,212   2,207 
Total liabilities  517,736   442,056   590,122   581,054 
Commitments and contingencies (Note 11)        
Commitments and contingencies (Note 12)        
                
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized,                
Series A: 2,040,000 shares issued and outstanding at June 30, 2020 and December 31, 2019 (aggregate liquidation preference of $51,000 at June 30, 2020 and December 31, 2019)  48,868   48,868 
Series B: 4,411,764 shares issued and outstanding at June 30, 2020 and December 31, 2019, (aggregate liquidation preference of $97,230 and $96,574 at June 30, 2020 and December 31, 2019, respectively)  83,501   79,793 
Series A: 2,023,551 and 2,023,999 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively (aggregate liquidation preference of $50,589 and $50,600 at March 31, 2021 and December 31, 2020, respectively)  48,473   48,485 
Series B: 4,411,764 shares issued and outstanding at March 31, 2021 and December 31, 2020, (aggregate liquidation preference of $97,277 and $97,230 at March 31, 2021 and December 31, 2020, respectively)  89,016   87,209 
                
Equity:                
Common stock, $0.01 par value: 900,000,000 shares authorized; 15,897,644 and 14,141,355 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively  159   141 
Common stock, $0.01 par value: 900,000,000 shares authorized; 28,337,955 and 25,344,161 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively  283   253 
Additional paid in capital  265,774   256,259   394,523   360,752 
Accumulated deficit  (156,106)  (148,403)  (165,169)  (162,250)
Total stockholders' equity  109,827   107,997   229,637   198,755 
Non-controlling interest  4,715   6,767   4,581   4,767 
Total equity  114,542   114,764   234,218   203,522 
Total liabilities, preferred stock and equity $764,647  $685,481  $961,829  $920,270 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

1 

 

PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

(In thousands, except share and per share amounts)

 

              
 For the Three Months For the Six Months  For the Three Months 
 Ended June 30, Ended June 30,  Ended March 31, 
 2020 2019 2020 2019  2021 2020 
              
Rental revenue $26,137  $17,022  $52,366  $33,684  $31,833  $26,229 
Management fee revenue  83   — 
Total revenues  26,137   17,022   52,366   33,684   31,916   26,229 
                        
Operating expenses:                        
Property  9,026   6,034   18,037   12,296   11,426   9,011 
Depreciation and amortization  13,520   8,476   27,617   16,908   15,777   14,097 
General and administrative  2,576   1,691   5,098   3,337   3,009   2,522 
Total operating expenses  25,122   16,201   50,752   32,541   30,212   25,630 
                        
Other income (expense):                        
Interest expense  (4,900)  (3,576)  (9,771)  (7,418)  (4,758)  (4,871)
Change in fair value of warrant derivative  —   (102)  —   (181)
Total other expense, net  (4,900)  (3,678)  (9,771)  (7,599)
Earnings (loss) in investment of unconsolidated joint venture  (273)  — 
Unrealized appreciation of warrants  (247)  — 
Gain on sale of real estate  590   — 
Total other income (expense)  (4,688)  (4,871)
                        
Net loss  (3,885)  (2,857)  (8,157)  (6,456)  (2,984)  (4,272)
Less: loss attributable to non-controlling interest  (209)  (380)  (454)  (1,033)
Less: Loss attributable to non-controlling interest  (65)  (245)
Net loss attributable to Plymouth Industrial REIT, Inc.  (3,676)  (2,477)  (7,703)  (5,423)  (2,919)  (4,027)
Less: Preferred stock dividends  1,613   1,566   3,226   3,132   1,652   1,613 
Less: Series B preferred stock accretion to redemption value  1,854   1,901   3,708   3,801   1,807   1,854 
Less: amount allocated to participating securities  30   58   106   115 
Less: Amount allocated to participating securities  57   76 
Net loss attributable to common stockholders $(7,173) $(6,002) $(14,743) $(12,471) $(6,435) $(7,570)
Net loss basic and diluted per share attributable to common stockholders $(0.49) $(0.88) $(1.02) $(2.15) $(0.24) $(0.53)
                        
Weighted-average common shares outstanding basic and diluted  14,649,290   6,835,878   14,514,233   5,787,600   27,204,724   14,393,192 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

2 

 

PLYMOUTH INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED STOCK AND EQUITY (DEFICIT)

UNAUDITED

(In thousands, except share and per share amounts)

 

                        
 Preferred Stock Preferred Stock                
 Series A Series B  Common Stock Additional   Stockholders' Non- Total 
 $0.01 Par Value $0.01 Par Value  $0.01 Par Value Paid in Accumulated Equity controlling Equity 
 Shares Amount Shares Amount  Shares Amount Capital Deficit (Deficit) Interest (Deficit) 
                Accumulated Deficit  Stockholders’ Equity (Deficit)      
Balance, January 1, 2020 2,040,000 $48,868 4,411,764 $79,793  14,141,355 $141 $256,259 $(148,403)$107,997 $6,767 $114,764 
Series B Preferred stock accretion to redemption value —  — —  1,854  —  —  (1,854) —  (1,854) —  (1,854)
Net proceeds from common stock —  — —  —  593,705  6  10,808  —  10,814  —  10,814 
Stock based compensation —  — —  —  —  —  349  —  349  —  349 
Restricted shares issued —  — —  —  44,900  —  —  —  —  —  — 
Redemption of partnership units —  — —  —  11,477  1  194  —  195  (195) — 
Rebalancing of non-controlling interest            —  —  (193) —  (193) 193  — 
Dividends and distributions —  — —  —  —  —  (7,159) —  (7,159) (324) (7,483)
Net loss —  — —  —  —  —     (4,027) (4,027) (245) (4,272)
Balance, March 31, 2020 2,040,000 $48,868 4,411,764 $81,647  14,791,437 $148 $258,404 $(152,430)$106,122 $6,196 $112,318 
Series B Preferred stock accretion to redemption value —  — —  1,854  —  —  (1,854) —  (1,854) —  (1,854)
Net proceeds from common stock —  — —  —  1,060,300  11  12,525  —  12,536  —  12,536 
Stock based compensation —  — —  —  —  —  383  —  383  —  383 
Restricted shares issued —  — —  —  —  —  —  —  —  —  — 
Redemption of partnership units —  — —  —  45,907  —  780  —  780  (780) — 
Rebalancing of non-controlling interest            —  —  328  —  328  (328) — 
Dividends and distributions —  — —  —  —  —  (4,792) —  (4,792) (164) (4,956)
Net loss —  — —  —  —  —  —  (3,676) (3,676) (209) (3,885)
Balance, June 30, 2020 2,040,000 $48,868 4,411,764 $83,501  15,897,644 $159 $265,774 $(156,106)$109,827 $4,715 $114,542 

                                                     
Preferred Stock Preferred Stock                 Preferred Stock
Series A
$0.01 Par Value		  Preferred Stock
Series B
$0.01 Par Value		  Common Stock,
$0.01 Par Value		  Additional
Paid in		  Accumulated  Stockholders’
Equity		  Non-
controlling		  Total
Equity		 
Series A Series B  Common Stock Additional   Stockholders’ Non- Total  Shares Amount  Shares Amount  Shares Amount  Capital  Deficit  (Deficit)  Interest  (Deficit) 
$0.01 Par Value $0.01 Par Value  $0.01 Par Value Paid in Accumulated Equity controlling Equity                      Accumulated Deficit   Stockholders’ Equity (Deficit)         
Shares Amount Shares Amount  Shares Amount Capital Deficit (Deficit) Interest (Deficit) 
           Accumulated Deficit Stockholders’ Equity (Deficit)     
Balance, January 1, 2019 2,040,000 $48,868 4,411,764 $72,192  4,821,876 $49 $126,327 $(137,983)$(11,607)$14,467 $2,860 
Balance January 1, 2021 2,023,999 $48,485  4,411,764 $87,209  25,344,161 $253  $360,752  $(162,250) $198,755  $4,767  $203,522 
Repurchase and extinguishment of Series A Preferred stock (448) (12) — —  — —   —   —   —   —   — 
Series B Preferred stock accretion to redemption value — — — 1,900  — — (1,900) — (1,900) — (1,900) — —  — 1,807  — —   (1,807)  —   (1,807)  —   (1,807)
Net proceeds from common stock — — — —  278,302 2 4,513 — 4,515 — 4,515  — —  — —  2,883,794 30   42,480   —   42,510   —   42,510 
Stock based compensation — — — —  — — 288 — 288 — 288  — —  — —  — —   418   —   418   —   418 
Restricted shares issued — — — —  29,192 — — — — — —  — —  — —  110,000 —   —   —   —   —   — 
Dividends and distributions — — — —  — — (3,489) — (3,489) (393) (3,882) — —  — —  — —   (7,320)  —   (7,320)  (121)  (7,441)
Net loss —  — — —  —  —  —  (2,946) (2,946) (653) (3,599) —  —  —  —  —  —   —   (2,919)  (2,919)  (65)  (2,984)
Balance, March 31, 2019 2,040,000 48,868 4,411,764 74,092  5,129,370 $51 $125,739 $(140,929)$(15,139)$13,421 $(1,718)
Balance, March 31, 2021 2,023,551 $48,473  4,411,764 $89,016  28,337,955 $283  $394,523  $(165,169) $229,637  $4,581  $234,218 
                                   
Three months ended March 31, 2020:                                   
                                   
Balance, January 1, 2020 2,040,000 $48,868  4,411,764 $79,793  14,141,355 $141  $256,259  $(148,403) $107,997  $6,767  $114,764 
Series B Preferred stock accretion to redemption value — — — 1,901  — — (1,901) — (1,901) — (1,901) — —  — 1,854  — —   (1,854)  —   (1,854)  —   (1,854)
Net proceeds from common stock — — — —  3,572,017 36 58,237 — 58,273 — 58,273  — —  — —  593,705 6   10,808   —   10,814   —   10,814 
Stock based compensation — — — —  — — 305 — 305 — 305  — —  — —  — —   349   —   349   —   349 
Restricted shares issued — — — —  53,395 1 — — 1 — 1  — —  — —  44,900 —   —   —   —   —   — 
Redemption of partnership units — —  — —  11,477 1   194   —   195   (195)  — 
Reallocation of non-controlling interest — —  — —  — —   (193)  —   (193)  193   — 
Dividends and distributions — — — —  — — (4,823) — (4,823) (393) (5,216) — —  — —  — —   (7,159)  —   (7,159)  (324)  (7,483)
Net loss —  — —  —  —  —  —  (2,477) (2,477) (380) (2,857) —  —  —  —  —  —   —   (4,027)  (4,027)  (245)  (4,272)
Balance, June 30, 2019 2,040,000 $48,868 4,411,764 $75,993  8,754,782 $88 $177,557 $(143,406)$34,239 $12,648 $46,887 
Balance March 31, 2020 2,040,000 $48,868  4,411,764 $81,647  14,791,437 $148  $258,404  $(152,430) $106,122  $6,196  $112,318 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

3 

 

PLYMOUTH INDUSTRIAL REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(In thousands)

 

          
 

For the Six Months Ended

June 30,

  For the Three Months Ended
March 31,		 
 2020 2019  2021 2020 
Operating activities                
Net loss $(8,157) $(6,456) $(2,984) $(4,272)
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization  27,617   16,908   15,777   14,097 
Straight line rent adjustment  (961)  (481)  (614)  (518)
Intangible amortization in rental revenue, net  (986)  (685)  (494)  (548)
Amortization of debt related costs  665   508   369   299 
Change in fair value of warrant derivative  —   181 
Unrealized appreciation of warrants  247   — 
Stock based compensation  732   593   418   349 
(Earnings) loss in investment of unconsolidated joint venture  273   — 
Gain on sale of real estate  (590)  — 
Changes in operating assets and liabilities:                
Other assets  (5,618)  (3,856)  1,520   (7,570)
Deferred leasing costs  (456)  (995)  40   (517)
Accounts payable, accrued expenses and other liabilities  7,715   1,304   843   4,966 
Net cash provided by operating activities  20,551   7,021   14,805   6,286 
Investing activities                
Acquisition of properties  (89,053)  (22,686)
Acquisition of real estate properties  (61,472)  (88,996)
Real estate improvements  (3,219)  (1,802)  (1,803)  (1,873)
Proceeds from sale of real estate, net  2,204   — 
Net cash used in investing activities  (92,272)  (24,488)  (61,071)  (90,869)
Financing activities                
Proceeds from common stock, net  23,351   62,788 
Proceeds from issuance of common stock, net  42,510   10,814 
Proceeds from issuance of secured debt  81,000   63,115   —   81,000 
Repayment of secured debt  (2,556)  (63,304)  (1,328)  (1,270)
Proceeds from line of credit facility  41,500   6,697   42,000   41,500 
Repayment of line of credit facility  (50,300)  (35,250)  (34,000)  (21,300)
Repurchase of Series A Preferred Stock  (12)  — 
Debt issuance costs  (355)  (1,208)  —   (234)
Dividends paid  (14,071)  (6,138)
Dividends and distributions paid  (6,795)  (6,587)
Net cash provided by financing activities  78,569   26,700   42,375   103,923 
Net increase (decrease) in cash and cash held in escrow and restricted cash  6,848   9,233 
Cash and cash held in escrow and restricted cash at beginning of period  22,398   14,961 
Cash and cash held in escrow and restricted cash at end of period $29,246  $24,194 
Net (decrease) increase in cash, cash held in escrow, and restricted cash  (3,891)  19,340 
Cash, cash held in escrow, and restricted cash at beginning of period  32,054   22,398 
Cash, cash held in escrow, and restricted cash at end of period $28,163  $41,738 
Supplemental Cash Flow Disclosures:                
Cash paid for interest $9,016  $7,003  $4,432  $4,308 
Supplemental Non-Cash Investing and Financing Activities:                
Dividends declared included in dividends payable $3,836  $4,847  $6,371  $6,203 
Distribution payable to non-controlling interest holder $164  $393  $121  $324 
Series B accretion to redemption value $3,708  $3,801  $1,807  $1,854 
Fixed asset acquisitions included in accounts payable, accrued expenses and other liabilities $98  $316  $703  $628 
Deferred leasing costs included in accounts payable, accrued expenses and other liabilities $757  $59  $1,654  $391 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

4 

 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

1. Nature of the Business and Basis of Presentation

Business

Plymouth Industrial REIT, Inc., (the “Company”, “we” or the “REIT”) is a Maryland corporation formed on March 7, 2011. The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets and conducts substantially all of its business through its operating partnership, Plymouth Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company, as general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities, and results of operations of the Operating Partnership. As of June 30, 2020March 31, 2021, and December 31, 2019,2020, the Company owned a 95.197.9% and 94.297.7%, respectively, equity interest in the Operating Partnership.

The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company focusesreal estate investment trust focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses, and light industrial and small bay industrial properties, primarily located in primary and secondary markets within the main industrial, distribution and select primary markets acrosslogistics corridors of the U.S.United States. As of June 30, 2020,March 31, 2021, the Company, through its subsidiaries, ownsowned 96111 industrial properties comprising 125145 buildings with an aggregate of approximately 2024.6 million square feet.

2. Summary of Significant Accounting Policies

The accounting policies underlying the accompanying unaudited condensed consolidated financial statements are those set forth in the Company's audited financial statements for the years ended December 31, 20192020 and 2018.2019. Additional information regarding the Company’s significant accounting policies related to the accompanying interim financial statements is as follows:

Basis of Presentation

The Company’s interim condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. The interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. These interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the years ended December 31, 20192020 and 20182019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020 as filed with the United States Securities and Exchange Commission on February 27, 2020.26, 2021.

Consolidation

We consolidate all entities that are wholly owned and those in which we own less than 100% but control, as well as any variable interest entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a variable interest entity and we are the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our condensed consolidated financial statements.

Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The Company has determined that the Operating Partnership is a VIE and the Company is the primary beneficiary. The Company's only significant asset is its investment in the Operating Partnership, therefore, substantially all of the Company’s assets and liabilities are the assets and liabilities of the Operating Partnership.

5 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(all dollar amounts in thousands, except share and per share data)

Risks and Uncertainties

As a result of the ongoing COVID-19 pandemic, public health officials have recommended and mandated precautions to mitigate the spread of COVID-19, including prohibitions on congregating in heavily populated areas and shelter-in-place orders or similar measures. A number of our tenants have been impacted by such measures as they either temporarily closed down their operations or are scaling back activity in order to comply, causing a strain on their ability to generate revenue. As such, our future operating results may be adversely impacted by our tenants’ inability to generate revenue and pay their rent due as a result of the shut-downs and other actions taken to contain or treat the impact of COVID-19. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted.

The state of the overall economy beyond the current impacts of the COVID-19 pandemic can also significantly impact the Company’s operational performance and thus impact its financial position. Should the Company experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its stockholders, service debt, or meet other financial obligations.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets forof real estate acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrantwarrants liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

5 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

Segments

The Company has one reportable segment–industrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment.

Revenue Recognition and Tenant Receivables and Rental Revenue Components

Minimum rental revenue from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. In accordance to ASC 842, we assess the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance towith ASC 842. Management fee revenue represents management fees earned from the unconsolidated joint venture.

Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at June 30, 2020March 31, 2021 and December 31, 2019.2020. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5,6, cash held in escrow for real estate tax, insurance, and tenant capital improvementsimprovement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of June 30, 2020,March 31, 2021, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significantmitigates its risk of loss.

loss by depositing its cash and restricted cash in highly rated financial institutions. The following table presents a reconciliation of cash, cash held in escrow and restricted cash reported within our condensed consolidated balance sheet to amounts reported within our condensed consolidated statement of cash flows:

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash

  June 30,  December 31, 
  2020  2019 
Cash as presented on balance sheet $13,975  $10,465 
Cash held in escrow as presented on balance sheet  11,444   9,453 
Restricted cash as presented on balance sheet  3,827   2,480 
Cash and cash held in escrow and restricted cash as presented on cash flow statement $29,246  $22,398 
  March 31,  December 31, 
  2021  2020 
Cash $12,687  $15,668 
Cash held in escrow  10,788   11,939 
Restricted cash  4,688   4,447 
Cash, cash held in escrow, and restricted cash $28,163  $32,054 

 

6 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(all dollar amounts in thousands, except share and per share data)

Fair Value of Financial Instruments

The Company applies various valuation approaches in determining the fair value of its financial assets and liabilities within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:

Level 1—1 — Quoted prices for identical instruments in active markets.

Level 2—2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3—3 — Significant inputs to the valuation model are unobservable.

6 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. Level 3 inputs are applied in determining the fair value of warrants to purchase common stock in the amount of $643 and $293396 at June 30, 2020March 31, 2021 and December 31, 2019, as2020, respectively, discussed in Note 6.7.

Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, accounts payable and accrued expenses and other current liabilities.liabilities are considered Level 1 in fair value hierarchy. The amounts reported on the balance sheet for these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates.

The fair value of our secured debt and borrowings under line of credit was estimated using Level 3 inputs by calculating the present value of principal and interest payments, using discount rates that best reflect current market interest rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its maturity.

The following table summarizes the aggregate principal outstanding under the Company’s secured debt and borrowings under line of creditindebtedness and the corresponding estimate of fair value as of June 30, 2020March 31, 2021 and December 31, 2019.2020:

Summary of Significant Accounting Policies - Schedule of Fair Value of Debt Instruments

                    
 June 30, 2020 December 31, 2019 March 31, 2021  December 31, 2020 
Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Principal Outstanding  Fair Value  Principal Outstanding  Fair Value 
Secured debt $400,621  $419,205  $322,177  $319,376  $330,683  $349,886  $332,011  $351,744 
Borrowings under line of credit  70,100   69,372   78,900   77,571 
Unsecured debt  100,000   100,000   100,000   100,000 
Borrowings under line of credit, net  98,000   98,000   90,000   90,000 
Total  470,721  $488,577   401,077  $396,947   528,683  $547,886   522,011  $541,744 
Unamortized debt issuance cost, net  (4,243)      (4,507)    
Unamortized premium/(discount), net  (4,236)      (4,491)      605       658     
Unamortized debt issuance cost, net  765       872     
Total carrying value $467,250      $397,458      $525,045      $518,162     

 

Debt Issuance Costs

Debt issuance costs other than those associated with the Revolving Linerevolving line of Credit Facilitycredit facility are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations.

Debt issuance costs amounted to $7,076 8,018and $6,718 8,018at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, and related accumulated amortization amounted to $2,840 3,775and $2,227 3,511at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. At June 30, 2020March 31, 2021 and December 31, 2019,2020, the Company has classified net unamortized debt issuance costs of $972 2,213and $1,1332,371, respectively, related to the Revolving Line of Credit Facility from Borrowingsborrowings under line of credit net to Otherother assets in the condensed consolidated balance sheets.

7 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(all dollar amounts in thousands, except share and per share data)

Stock Based Compensation

The Company grants stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock. The Company measures stock-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period. Forfeitures of unvested shares are recognized in the period the forfeiture occurs.

Earnings (Loss) per Share

The Company follows the two-class method when computing net lossearnings (loss) per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net lossearnings (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented.

7 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amountsInvestment in thousands, except share and per share data)

ConsolidationUnconsolidated Joint Venture

Investment in unconsolidated joint venture represents a non-controlling equity interest in a joint venture we entered into during October 2020. The Company’sCompany determined that the venture is not a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate the investment in unconsolidated joint ventures. We have concluded that we have the ability to exercise significant influence, however, do not have control or kick out rights and accordingly is accounted for under the equity method of accounting. Accordingly, we initially record our investment at cost, and subsequently adjust for equity in earnings or losses and cash contributions and distributions. Any difference between the carrying amount of these investments on the balance sheet and the underlying equity in net assets will be amortized as an adjustment to equity in income (loss) from unconsolidated real estate over the life of the related asset. Our net equity investment in the joint venture is reflected within the condensed consolidated financialbalance sheets, and our share of net income or loss from the joint venture is included within the condensed consolidated statements include its financial statements, and those of its wholly-owned subsidiaries and controlling interests. Interests in the Operating Partnership held by unrelated 3rd parties are identified as the “Non-controlling interest”. All intercompany accounts and transactions have been eliminated in consolidation for all periods presented.operations.

New Accounting PronouncementsStandards Recently Adopted

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASU 2018-13 is intended to improve the effectiveness of disclosures required by entities regarding recurring and nonrecurring fair value measurements. ASU 2018-13 was effective for the Company for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-13 on January 1, 2020 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. 

New Accounting Pronouncements Issued but Not Yet Adopted

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has not elected anyis in the process of the practical expedients provided by ASU 2020-04 and will continue to evaluateevaluating the impact of the guidance and may apply certain elections as applicable as additional changes in the market occur. guidance.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements.

3. Real Estate Properties

Real estate properties consisted of the following at June 30, 2020March 31, 2021 and December 31, 2019:2020:

Real Estate Properties - Schedule of Real Estate Properties

 June 30, December 31,  March 31, December 31, 
 2020  2019  2021  2020 
Land $141,972  $127,439  $167,900  $159,681 
Buildings, building improvements and tenant improvements  530,667   474,492 
Buildings and improvements  692,229   652,191 
Site improvements  63,402   52,998   78,814   74,129 
Construction in progress  1,983   859   1,816   680 
  738,024   655,788   940,759   886,681 
Less accumulated depreciation  (80,452)  (63,877)  (108,344)  (98,283)
Real estate properties $657,572  $591,911  $832,415  $788,398 

 

Depreciation expense was $8,48910,142 and $5,238 8,086for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively, and $16,575 and $10,397 for the six months ended June 30, 2020 and 2019, respectively.

Acquisition of Properties

The Company made the following acquisitions of properties during the six months ended June 30, 2020:

Real Estate Properties - Schedule of Real Estate Acquisitions

Location Date
Acquired		 Square
Feet		 Properties Purchase Price
 (in thousands) (1)
Chicago, IL January 24, 2020 465,940  1 $18,650
Indianapolis, IN January 27, 2020 276,240  1  8,800
Atlanta/Savannah, GA January 28, 2020 924,036  5  34,700
Avon, OH February 14, 2020 406,863  3  15,750
Atlanta, GA March 13, 2020 117,000  1  10,056
Total   2,190,079  11 $87,956

_______________

(1)Purchase price does not include capitalized acquisition costs.

8 

 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

Acquisition of Properties

The Company made the following acquisitions of properties during the three months ended March 31, 2021:

Real Estate Properties - Schedule of Real Estate Acquisitions

Location Date
Acquired		 Square
Feet		  Properties  Purchase Price
 (in thousands) (1)		 
Kansas City, MO February 12, 2021  221,911   1  $8,600 
St. Louis, MO March 23, 2021  142,364   1   7,800 
Chicago, IL March 25, 2021  149,474   1   7,900 
Cleveland, OH March 29, 2021  100,150   1   7,700 
Columbus, OH March 29, 2021  772,450   1   29,000 
Total    1,386,349   5  $61,000 

_______________

(1)Purchase price does not include capitalized acquisition costs.

The allocation of the aggregate purchase price in accordance with Financial Accounting Standards Board, (FASB), ASU 2017-01 (Topic 805) “Business Combinations,” of the assets and liabilities acquired at their relative fair values as of their acquisition date, is as follows:

Real Estate Properties - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

 Purchase Price
(in thousands)		       
 Three Months Ended March 31, 2021 
Purchase price allocation Purchase
Price		  Weighted average
amortization
period (years) of
intangibles at
acquisition		 
Total Purchase Price         
Purchase price $87,956  $61,000   N/A 
Acquisition costs  1,097   472   N/A 
Total $89,053  $61,472     
            
Allocation of Purchase Price            
Land $14,532  $8,902   N/A 
Building  54,144   40,455   N/A 
Site improvements  10,404   4,918   N/A 
Total real estate properties  79,080  54,275     
            
Deferred lease intangibles    
Deferred Lease Intangibles        
Tenant relationships  2,225   1,489   4.1 
Leasing commissions  1,914   1,014   4.0 
Above market lease value  246   12   2.3 
Below market lease value  (960)  (271)  4.1 
Lease in place value  6,548   4,953   4.5 
Net deferred lease intangibles  9,973   7,197     
            
Total $89,053 
Totals $61,472     

 

Sale of Real Estate

During the three months ended March 31, 2021, the Company sold a single, 98,340 square foot property located in Chicago, IL for approximately $2,037, recognizing a net gain of $590. The Company also completed the sale of a small piece of land located in Memphis, TN for $167. No gain or loss was recognized on the sale of the land. There were no sales of real estate during the three months ended March 31, 2020.

9 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(all dollar amounts in thousands, except share and per share data)

4. Investment in Unconsolidated Joint Venture

On October 23, 2020, a wholly owned subsidiary of the Operating Partnership entered into a $150,000 equity joint venture agreement (the “MIR JV”) with an unrelated third-party partner (the “MIR JV Partner”). The purpose of the MIR JV agreement is to acquire value-add/opportunistic industrial properties that meet certain criteria as outlined within the MIR JV agreement. The Operating Partnership owns a 20% interest in the MIR JV. The Operating Partnership is responsible for the day-to-day oversight of the MIR JV, its subsidiaries and properties and is entitled to an annual asset management fee equal to 1% of total equity contributed to the MIR JV by the partners paid quarterly as well as a promote based on return thresholds as set forth in the MIR JV agreement.The MIR JV completed its initial investment of a 28-property portfolio of industrial properties totaling approximately 2.3 million square feet in metropolitan Memphis, Tennessee on December 17, 2020 for $86,000. The initial investment was funded by the MIR JV via $30,000 cash equity contributions to the MIR JV on a 20%/80% pro-rata basis and a 7-year secured mortgage for $56,000.

For the three months ended March 31, 2021, we recognized fees of $83 from the MIR JV related to asset management services we provided to the MIR JV.

5. Leases

As a Lessor

We lease our properties to tenants under agreements classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Many of our leases include the recovery of certain operating expenses such as common area maintenance, insurance, real estate taxes and utilities from our tenants. The recovery of such operating expenses areis recognized in Rentalrental revenue in the condensed consolidated statements of operations. Some of our tenant leases contain options to extend leases at a fair market rate and may also include options to terminate. A minor number of the Company’s tenant leases are subject to changes in the Consumer Price Index (“CPI”).

As of June 30, 2020,March 31, 2021, undiscounted future minimum fixed rental receipts due under non-cancellable operating leases for each of the next five years and total thereafter were as follows (in thousands):

Leases - Schedule of Lessor Future Minimum Rental Receipts under Non-Cancellable Leases

 Future Minimum
Fixed Rental
Receipts		   Future Minimum
Fixed Rental Receipts		 
      
2020 $39,359 
2021  71,250 
2021 (remainder)  $71,473 
2022  60,211    83,236 
2023  48,431    69,241 
2024  37,731    55,944 
2025   39,365 
Thereafter  63,514    75,539 
Total minimum rental receipts $320,496 
Total minimum fixed rental receipts  $394,798 

 

These amounts do not reflect future rental revenue from the renewal or replacement of existing leases and excludes tenant recoveries and rental increases that are not fixed or indexed to CPI.

The Company includes accounts receivable and straight-line rent receivables within Otherother assets in the condensed consolidated balance sheet.sheets. For the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, rental revenue was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

Rental revenue is comprised of the following:

Leases - Schedule of Rental Revenue Components

       
  Three Months Ended 
  March 31,  March 31, 
  2021  2020 
Income from leases $23,446  $19,295 
Straight-line rent adjustments  614   518 
Tenant recoveries  7,279   5,868 
Amortization of above market leases  (299)  (203)
Amortization of below market leases  793   751 
     Total $31,833  $26,229 

Tenant recoveries included within rental revenue for the three months ended March 31, 2021 and 2020 are variable in nature.

910 

 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

Rental revenue is comprised of the following:

Leases - Schedule of Rental Revenue Components

         
  Three Months Ended June 30, Six Months Ended June 30,
  2020 2019 2020 2019
Income from leases $19,483  $12,339  $38,778  $24,469 
Straight-line rent adjustments  443   223   961   481 
Tenant recoveries  5,773   4,116   11,641   8,049 
Amortization of above market leases  (199)  (159)  (402)  (319)
Amortization of below market leases  637   503   1,388   1,004 
Total $26,137  $17,022  $52,366  $33,684 

Tenant recoveries included within rental revenue for the three and six months ending June 30, 2020 and 2019 are variable in nature.

On April 8, 2020, the FASB provided feedback on technical inquires received from stakeholders regarding certain accounting topics affected by the COVID-19 pandemic, including guidance as to whether any concessions granted by a landlord to tenants results in a modification of a lease in accordance to ASC 842. The FASB concluded that a company can, as a policy election, treat any COVID-19 related rent concessions as a provision included within the pre-concession lease arrangement, and therefore, not be classified as a lease modification per ASC 842. In order to be considered a COVID-19 related concession, cash flows may be less than or equal to those prior to the concession, but not substantially greater. As of June 30, 2020,For the three months ended March 31, 2021, the Company has entered into a small number of suchsingle COVID-19 related rent deferral concessionsconcession and has elected not to treat such concessionsconcession as a modification of the respective lease.

As a Lessee

Operating Leases

At June 30, 2020,March 31, 2021, we have four non-cancelable office space operating leases and a single ground operating sublease. These leases have remaining lease terms ranging from 4.2 years to 10.0 years. The office lease agreements do not contain residual value guarantees or an option to renew. The ground sublease agreement does not contain residual value guarantees and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The operating leases have remaining lease terms ranging from 3.4 years to 34.8 years, which includes the exercise of a single twenty-year renewal option pertaining to the ground sublease. As of June 30, 2020,March 31, 2021, total operating right of use assets and lease liabilities were approximately $6,806 6,970and $8,1498,322, respectively. In arriving at theThe operating lease liability as of June 30, 2020, we appliedMarch 31, 2021 represents a weighted-average incremental borrowing rate of 3.94.1% over the weighted-average remaining lease term of 8.7 9.9years. The incremental borrowing rate is our estimated borrowing rate on a fully-collateralized basis for the term of the respective leases.

The following table summarizes the operating lease expense recognized during the three and six months ended June 30,March 31, 2021 and 2020 included in the Company’s condensed consolidated statements of operations.

  Three months ended  Six months ended 
  June 30,  June 30, 
  2020  2020 
Operating lease expense included in general and administrative expense attributable to office leases $275  $507 
Non-cash adjustment due to straight-line rent adjustments  (154)  (262)
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $121  $245 

Leases - Schedule of Lease Costs

  March 31,  March 31, 
  2021  2020 
Operating lease expense included in general and administrative expense attributable to office leases $182  $232 
Operating lease expense included in property expense attributable to ground sublease  20   — 
Non-cash adjustment due to straight-line rent adjustments  87   (107)
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $289  $125 

 

The following table summarizes the maturity analysis of our operating leases, which is discounted by our incremental borrowing rate to calculate the lease liability for the operating leases in which we are the lessee (in thousands):

Leases - Schedule of Lessee Future Minimum Rental Commitments under Non-Cancellable Leases

  June 30,  December 31, 
  2020  2019 
2020 $401  $453 
2021  1,161   465 
2022  1,184   474 
2023  1,208   483 
2024  1,217   479 
Thereafter  4,441   108 
Total undiscounted rental commitments $9,612  $2,462 
Present value adjustment using incremental borrowing rate  1,463   321  
Total lease liability $8,149  $ 2,141  
  March 31,
2021		  December 31,
2020		 
2021 (remainder) $897  $1,205 
2022  1,217   1,217 
2023  1,240   1,240 
2024  1,249   1,249 
2025  894   894 
Thereafter  5,110   5,110 
Total minimum operating lease payments $10,607  $10,915 
Less imputed interest  (2,285)  (2,370)
Total operating lease liability $8,322  $8,545 

 

Financing Leases

As of June 30, 2020,March 31, 2021, we have a single finance lease in which we are the sublessee for a ground lease. The Company includes the financing lease right of use asset within real estate properties and Decemberthe corresponding liability within financing lease liability in the condensed consolidated balance sheet. The ground sublease agreement does not contain a residual value guarantee and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The lease has a remaining lease term of approximately 34.8 years, which includes the exercise of a single twenty-year renewal options. The financing lease liability as of March 31, 2019,2021 represents a weighted-average incremental borrowing rate of 7.8% over the Company had no finance leases.weighted-average remaining lease term of 34.8 years. The incremental borrowing rate is our estimated borrowing rate on a fully-collateralized basis for the term of the respective lease.

1011 

 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

5. Borrowing ArrangementsThe following table summarizes the financing lease expense recognized during the three months ended March 31, 2021 included in the Company’s condensed consolidated statements of operations. There were no financing leases for the three months ended March 31, 2020.

Secured DebtLeases - Schedule of Finance Lease Expense

  March 31, 
  2021 
Depreciation/amortization of financing lease right-of-use assets $7 
Interest expense for financing lease liability  44 
Total financing lease cost $51 

The following table sets forth a summarysummarizes the maturity analysis of the Company’s secured debt outstanding at June 30, 2020 and December 31, 2019:our financing lease (in thousands):

Borrowing ArrangementsLeases - Schedule of Secured Debt OutstandingFinance Lease, Liability, Fiscal Year Maturity

  Outstanding Balance at     
  June 30,
2020		  December 31,
2019		  Interest rate at
June 30, 2020		 Final Maturity Date
AIG Loan $118,352  $119,592  4.08% November 1, 2023
Transamerica Loan  73,593   74,214  4.35% August 1, 2028
Allianz Loan  63,115   63,115  4.07% April 10, 2026
Minnesota Life Loan  21,074   21,272  3.78% May 1, 2028
Fisher Park Mortgage  13,552   13,661  5.23% January 1, 2027
South Park Mortgage  9,399   9,507  3.41% January 10, 2022
Orange Point Mortgage  20,536   20,816  4.14% August 1, 2024
KeyBank Term Loan (1)  81,000   —  2.43%(2) October 22, 2020
  $400,621  $322,177     
Unamortized debt issuance costs, net  (4,236)  (4,491)    
Unamortized premium/(discount), net  765   872     
Secured debt, net $397,150  $318,558     

_______________

(1)On January 22, 2020, the Operating Partnership (the “KeyBank Term Loan Borrower”) entered into a credit agreement (the “KeyBank Term Loan”) with KeyBank National Association (“KeyBank”) to provide the KeyBank Term Loan Borrower with a term loan with a total commitment of $100,000, subject to certain conditions. The KeyBank Term Loan matures on October 22, 2020. Borrowings under the Credit Agreement bear interest at either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0% or (2) LIBOR, plus, in either case, a spread between 100 and 150 basis points for base rate loans or a spread between 200 and 250 basis points for LIBOR rate loans, with the amount of such spread depending on the KeyBank Term Loan Borrower’s total leverage ratio. The credit agreement is secured by the equity interests of certain of the KeyBank Term Loan Borrower’s wholly-owned subsidiary property owners. The credit agreement contains financial covenants as defined within the KeyBank Term Loan agreement.
  March 31,
2021		  December 31,
2020		 
2021 (remainder) $116  $155 
2022  155   155 
2023  155   155 
2024  155   155 
2025  170   170 
Thereafter  6,707   6,707 
Total minimum financing lease payments $7,458  $7,497 
Less imputed interest  (5,246)  (5,290)
Total financing lease liability $2,212  $2,207 

 

(2)The 1-month LIBOR rate as of June 30, 2020 was 0.16%. The spread over the applicable rate for the KeyBank Term Loan is based on the Company’s total leverage ratio.

Revolving Line of Credit Facility6. Indebtedness

The following table sets forth a summary of the Company’s borrowings outstanding under its unsecured line of credit at June 30, 2020and secured and unsecured term loans as of March 31, 2021 and December 31, 2019:2020.

Borrowing ArrangementsIndebtedness - Schedule of Line of Credit Borrowings Outstanding

  Outstanding Balance at     
  June 30,
2020		  December 31,
2019		  Interest rate at
June 30, 2020		 Final Maturity Date
Borrowings under line of credit $70,100  $78,900  2.43%(1) August 7, 2023
  Outstanding Balance at      
Loan March 31,
2021		  December 31,
2020		  Interest rate at
March 31, 2021		  Final Maturity Date
Secured loans:              
AIG Loan $116,444  $117,087   4.08%  November 1, 2023
Transamerica Loan  72,637   72,960   4.35%  August 1, 2028
Allianz Loan  63,115   63,115   4.07%  April 10, 2026
Minnesota Life Loan  20,768   20,870   3.78%  May 1, 2028
JPMorgan Chase Loan  13,380   13,440   5.23%  January 1, 2027
Lincoln Life Mortgage  9,234   9,289   3.41%  January 10, 2022
Ohio National Life Mortgage  20,105   20,250   4.14%  August 1, 2024
Nationwide Loan  15,000   15,000   2.97%  October 1, 2027
Total secured loans $330,683  $332,011       
Unamortized debt issuance costs, net  (3,536)  (3,761)      
Unamortized premium/(discount), net  605   658       
Total secured loans, net $327,752  $328,908       
               
Unsecured loans:              
KeyBank unsecured term loan  100,000   100,000   2.10% (1)  October 8, 2025
Total unsecured loans $100,000  $100,000       
Unamortized debt issuance costs, net  (707)  (746)      
Total unsecured loans, net $99,293  $99,254       
               
Borrowings under line of credit facility:              
Unsecured line of credit  98,000   90,000   2.10% (1)  October 8, 2024
Total borrowings under line of credit $98,000  $90,000       

_______________

(1)(1)The 1-month LIBOR rate as of June 30, 2020March 31, 2021 was 0.16%0.11%. The spread over the applicable rate for the KeyBank unsecured term loan and the revolving line of credit with KeyBank is based on the Company’s total leverage ratio.

 

12 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(all dollar amounts in thousands, except share and per share data)

Financial Covenant Considerations

The Company is in compliance with all respective financial covenants for our secured and unsecured debt and revolving line of credit facility as of June 30, 2020 and DecemberMarch 31, 2019.

11 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)2021.

6.7. Common Stock

ATM Program

On July 30, 2018, the Company and the Operating Partnership filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) registering an aggregate of $500,000of securities, consisting of an indeterminate amount of common stock, preferred stock, depository shares, warrants, rights to purchase our common stock and debt securities.

On August 24, 2018, the Company entered into a distribution agreement with D.A. Davidson & Co., KeyBanc Capital Markets and National Securities Corporation (the “Agents”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000$50,000 through a “at-the-market equity offering program” (the “Prior ATM Program”).

On February 27, 2020, the Company entered into a distribution agreement with KeyBanc Capital Markets Inc., Barclays Capital Inc., J.P. Morgan Securities, LLC, Capital One Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., D.A. Davidson & Co. and National Securities Corporation pursuant to which the Company may issue and sell, from time to time, shares of its common stock, with aggregate gross sales proceeds of up to $100,000,$100,000, through an “at-the-market” equity offering program (the “$100 Million ATM Program”). All $50,000$50,000 of common shares available under the Prior ATM Program were issued prior to establishing the $100 Million ATM Program.

During the sixthree months ended June 30, 2020,March 31, 2021, the Company issued 1,654,0052,883,794 shares of its common stock under boththe $100 Million ATM programsProgram at a weighted average share price of $14.4015.00, resulting in net proceeds of approximately $23,35042,510. As of March 31, 2021, the Company had approximately $35,541 available for issuance under the $100 Million ATM Program.

Common Stock Warrants

The Company has warrants outstanding to acquire 311,661354,230 shares of the Company’s common stock at an exercise price of $18.4616.24 per share, which expire in 2022. The warrants are accounted for as a liability within accounts payable, accrued expenses and other liabilities on the accompanying condensed consolidated balance sheet as they contain provisions that are considered outside of the Company’s control, such as the holders’ option to receive cash in lieu and other securities in the event of a reorganization of the Company’s common stock underlying such warrants. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair valuean unrealized appreciation/depreciation of warrant liability in the accompanying condensed consolidated statements of operations.

A roll-forward of the warrants is as follows:

Common Stock - Schedule of Stockholders' Equity Note, Warrants

     
Balance at January 1, 2020 $293 
Change in fair value  — 
Balance at June 30, 2020 $293 

The warrants in the amount of $293 at June 30, 2020 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs and assumptions into the model were: exercise price of $18.46, volatility of 41.0%, an expected annual dividend of $0.80, a term of 2.0 years and an annual risk-free interest rate of 0.16%. The warrants in the amount of $293 at December 31, 2019 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $18.96, volatility of 18.1%, an expected annual dividend of $1.50, a term of 2.5 years and an annual risk-free interest rate of 1.6%.

The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented since the Company recorded a net loss during the three and six months ended June 30,March 31, 2021 and 2020.

A roll-forward of the warrants is as follows:

Common Stock - Schedule of Stockholders' Equity Note, Warrants

Balance at January 1, 2021 $396 
Unrealized appreciation  247 
Balance at March 31, 2021 $643 

The warrants in the amount of $643 at March 31, 2021 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $16.24, volatility of 24.6%, an expected annual dividend of $0.80, a term of 1.21 years and an annual risk-free interest rate of 0.16%. The warrants in the amount of $396 at December 31, 2020 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $16.39, volatility of 27.4%, an expected annual dividend of $0.80, a term of 1.45 years and 2019.an annual risk-free interest rate of 0.13%.

1213 

 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

Common Stock Dividends

The following table sets forth the common stock distributions that were declared during the sixthree months ended June 30, 2020March 31, 2021 and the year ended December 31, 2019.2020.

Common Stock - Schedule of Common Stock Dividends Declared

 Cash Dividends
Declared
per Share		  Aggregate
Amount		 
2021        
First quarter $0.2000  $5,668 
 Cash Dividends
Declared
per Share		  Aggregate
Amount		         
2020                
First quarter $0.3750  $5,546  $0.3750  $5,545 
Second quarter $0.2000  $3,179  $0.2000  $3,179 
        
2019        
First quarter $0.3750  $1,923 
Second quarter $0.3750  $3,257 
Third quarter $0.3750  $5,027  $0.2000  $4,943 
Fourth quarter $0.3750  $5,303  $0.2000  $5,069 

 

7.8. Preferred Stock

Series A Preferred Stock

The table below sets forth the Company’s outstanding Series A Preferred Stock issuance as of June 30, 2020:March 31, 2021:

Preferred Stock - Schedule of Series A Preferred Stock Outstanding

Preferred Stock Issuance Issuance
Date		 Number
of Shares		 Liquidation Value
per Share		 Dividend
Rate		 Issuance
Date		 Number
of Shares		 Liquidation Value
per Share		 Dividend
Rate
7.5% Series A Preferred Stock 10/25/2017 2,040,000 $      25.00 7.5% 10/25/2017 2,023,551  $25.00  7.5%

 

The following table sets forth the 7.5% Series A preferred stock distributions that were declared during the sixthree months ended June 30, 2020March 31, 2021 and the year ended December 31, 2019.2020.

Preferred Stock - Schedule of Series A Preferred Stock Dividends Declared

 Cash Dividends
Declared
per Share		  Aggregate
Amount		 
2021        
First quarter $0.4688  $949 
 Cash Dividends
Declared
per Share		  Aggregate
Amount		         
2020                
First quarter $0.46875  $956  $0.4688  $956 
Second quarter $0.46875  $956  $0.4688  $956 
        
2019        
First quarter $0.46875  $956 
Second quarter $0.46875  $956 
Third quarter $0.46875  $956  $0.4688  $956 
Fourth quarter $0.46875  $956  $0.4688  $949 

 

Repurchase and Retirement of Series A Preferred Stock

During Q4 2020, the Company’s Board of Directors approved the repurchase and retirement of the Company’s Series A Preferred Stock up to a maximum of $5,000 of the respective Series A Preferred Stock outstanding. During the three months ended March 31, 2021, the Company repurchased and retired 448 shares of Series A Preferred Stock.

Series B Preferred Stock

The table below sets forth the Company’s outstanding Series B Convertible Redeemable Preferred Stock issuance as of June 30, 2020.March 31, 2021.

Preferred Stock - Schedule of Series B Preferred Stock Outstanding

Preferred Stock Issuance Issuance
Date		 Number
of Shares		 Liquidation Value
per Share		 Current
Dividend
Rate
Series B Convertible
Redeemable Preferred Stock		 12/14/2018 4,411,764 $      22.04 3.50%

Preferred Stock Issuance Issuance
Date		 Number
of Shares		  Liquidation Value
per Share		  Current
Dividend
Rate
Series B Convertible
Redeemable Preferred Stock		 12/14/2018 4,411,764  $22.04  3.75%

 

1314 

 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

The following table sets forth the Series B preferred stock dividends that were declared duringfor the sixthree months ended June 30, 2020March 31, 2021 and the year ended December 31, 2019.2020.

Preferred Stock - Schedule of Series B Preferred Stock Dividends Declared

 Cash Dividends
Declared
per Share		  Aggregate
Amount		 
2021        
First quarter $0.159375  $703 
 Cash Dividends
Declared
per Share		  Aggregate
Amount		         
2020                
First quarter $0.14875  $657  $0.148750  $657 
Second quarter $0.14875  $657  $0.148750  $657 
        
2019        
First quarter $0.13813  $610 
Second quarter $0.13813  $610 
Third quarter $0.13813  $610  $0.148750  $657 
Fourth quarter $0.13813  $610  $0.148750  $656 

 

8.9. Non-Controlling Interests

Operating Partnership Units Acquisitions

In connection with the acquisitionprior acquisitions of the Shadeland Portfolio on August 11, 2017,real estate property, the Company, through its Operating Partnership, had issued 421,438Operating PartnershipPartnerships Units (“OP Units”) at $19.00 per OP Unit for a totalto the former owners as part of approximately $8,007. In connection with the Cincinnati, Ohio acquisition on October 15, 2018, the Company, through its Operating Partnership issued 626,011 OP Units at $17.00 per OP Unit for a total of approximately $10,642.price. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The holders of the OP Units can be converted toalso convert their respective OP Units for the Company’s common stock on a 1:1 to 1 basis. Upon conversion, rate after one year. During the six months ended June 30, 2020, 57,384Company adjusts the carrying value of noncontrolling interest to reflect its modified share of the book value of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a rebalancing of noncontrolling interest on the accompanying condensed consolidated statements of changes in preferred stock and equity. OP units were redeemed for 57,384 sharesoutstanding as of our common stock. During the year endedMarch 31, 2021 and December 31, 2019,2020, were 172,153606,632 OP units were redeemed for 172,153 shares of our common stock..

The following table sets forth the OP Unit distributions that were declared during the sixthree months ended June 30, 2020March 31, 2021 and the year ended December 31, 2019.2020.

Non-Controlling Interest - Schedule of Redeemable Non-Controlling Interest

 Cash Distributions
Declared per
OP Unit		  Aggregate
Amount		  Cash Distributions
Declared per
OP Unit		  Aggregate
Amount		 
2021        
First quarter $0.200  $121 
2020                
First quarter $0.375  $324 
Second quarter $0.200  $164 
2019        
First quarter $0.375  $393  $0.375  $324 
Second quarter $0.375  $393  $0.200  $164 
Third quarter $0.375  $393  $0.200  $135 
Fourth quarter $0.375  $328  $0.200  $121 

 

The proportionate share of the loss attributed to the partnership units was $20965 and $380245 for the three months ending June 30,ended March 31, 2021 and 2020, and 2019, respectively, and $454 and $1,033 for the six months ending June 30, 2020 and 2019, respectively.

14 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

9.10. Incentive Award Plan

The following table is a summary of the total restricted shares granted, forfeited and vested for the sixthree months ended June 30, 2020:March 31, 2021:

Incentive Award Plan - Schedule of Nonvested Restricted Stock Shares Activity

  Shares 
Unvested restricted stock at January 1, 20202021  162,184190,225 
    Granted  44,900111,000 
    Forfeited  —(1,000)
    Vested  (58,90215,000)
Unvested restricted stock at June 30, 2020March 31, 2021  148,182285,225 

 

The Company recorded equity-based compensation in the amount of $732418 and $593349 for the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, respectively, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Equity-based compensation expense for shares issued to employees and directors is based on the grant-date fair value of the award and recognized on a straight-line basis over the requisite period of the award. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at June 30, 2020March 31, 2021 was approximately $2,4783,660 and is expected to be recognized over a weighted average period of approximately 33.4 years. The fair value of the 111,000 restricted shares granted during the three months ended March 31, 2021 was approximately $1,688 with a weighted average fair value of $15.21 per share.

15 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

(all dollar amounts in thousands, except share and per share data)

10.11. Earnings per Share

Net loss per Common Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

Earnings per Share - Schedule of Earnings per Share

                  
 Three months Ended June 30,  Six months Ended June 30,  Three Months Ended March 31, 
 2020  2019  2020  2019  2021  2020 
Numerator                        
Net loss $(3,885) $(2,857) $(8,157) $(6,456) $(2,984) $(4,272)
Less: loss attributable to non-controlling interest  (209)  (380)  (454)  (1,033)
Less: Loss attributable to non-controlling interest  (65)  (245)
Net loss attributable to Plymouth Industrial REIT, Inc.  (3,676)  (2,477)  (7,703)  (5,423)  (2,919)  (4,027)
Less: Preferred stock dividends  1,613   1,566   3,226   3,132   1,652   1,613 
Less: Series B Preferred stock accretion to redemption value  1,854   1,901   3,708   3,801   1,807   1,854 
Less: amount allocated to participating securities  30   58   106   115 
Less: Amount allocated to participating securities  57   76 
Net loss attributable to common stockholders $(7,173) $(6,002) $(14,743) $(12,471) $(6,435) $(7,570)
                        
Denominator                        
Weighted-average common shares outstanding basic and diluted  14,649,290   6,835,878   14,514,233   5,787,600   27,204,724   14,393,192 
                        
Net loss per share attributable to common stockholders – basic and diluted $(0.49) $(0.88) $(1.02) $(2.15) $(0.24) $(0.53)

 

The Company uses the two-class method of computing earnings per common share in which participating securities are included within the basic EPSearnings per share (“EPS”) calculation. The amount allocated to participating securities is according to dividends declared (whether paid or unpaid). The restricted stock does not have any participatory rights in undistributed earnings. The unvested shares of restricted stock are accounted for as participating securities as they contain non-forfeitablenonforfeitable rights to dividends.

In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company’s potential dilutive securities at June 30, 2020March 31, 2021 include the 311,661354,230 shares of common stock warrants and 148,182285,225 shares of restricted common stock. The stock warrants and restricted common stock have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect of including them would reduce the net loss per share.

15 

Plymouth Industrial REIT, Inc.

Notes to Condensed Consolidated Financial Statements

Unaudited

(all dollar amounts in thousands, except share and per share data)

11.12. Commitments and Contingencies

Employment Agreements

The Company has entered into employment agreements with the Company’s Chief Executive Officer, President and Chief Investment Officer, Chief Financial Officer, and Executive Vice President and Chief Financial Officer.Asset Management. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $325$300 to $475$550 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies.

Legal Proceedings

The Company is not currently party to any significant legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred, the costs related to such legal proceedings.

Contingent Liability

In conjunction with the issuance of the OP Units for acquisitions, the agreements contain a provision for the Company to provide tax protection to the holders if the acquired properties are sold in a transaction that would result in the recognition of taxable income or gain prior to the sixth anniversary of the acquisition. The Company intends to hold these investments and has no plans to sell or transfer any interest that would give rise to a taxable transaction.

12.13. Subsequent Events

Subsequent to June 30, 2020,The Company has evaluated subsequent events through the United States continues to be severely impacted by the COVID-19 pandemic and by the economic effects of government responses, such as “stay-at-home” and “phased-reopening” orders and continued restrictions on certain business activities. Through the datefiling of this filing we have not provided any additional rent deferralsQuarterly Report on Form 10-Q and concluded that there were no subsequent events requiring adjustment or other rent concessions for rents due during Q3 2020. The extent thatdisclosure to the pandemic impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted including the scope, severity and duration of the pandemic, the actions taken to contain the virus and to mitigate the personal andcondensed consolidated financial impacts.statements.

 

16 

 

ItemITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

We make statements in this Quarterly Report on Form 10-Q that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. Additionally, unforeseen factors emerge from time to time, and we cannot predict which factors will arise or their ultimate impact on our business or the extent to which any such factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. One of these factors is the outbreak of the novel coronavirus (COVID-19), the impact of which is difficult to fully assess at this time due to, among other factors, continued uncertainty regarding the severity and duration of the outbreak domestically and internationally and the effectiveness of efforts to contain the spread of the virus and its resulting direct and indirect impact on the U.S. economy and economic activity. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation:

 •uncertainty surrounding the social and economic impacts of the current COVID-19 pandemic, including, without limitation, its impact on the Company’s ability to pay common stock dividends and/or the amount and frequency of those dividends;
 •the competitive environment in which we operate;
 •real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
 •decreased rental rates or increasing vacancy rates;
 •potential defaults on or non-renewal of leases by tenants;
 •potential bankruptcy or insolvency of tenants;
 •acquisition risks, including failure of such acquisitions to perform in accordance with projections;
 •the timing of acquisitions and dispositions;
 •potential natural disasters such as earthquakes, wildfires or floods;
 •national, international, regional and local economic conditions;
 •the general level of interest rates;
 •potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or REIT tax laws, and potential increases in real property tax rates;
 •financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
 •lack of or insufficient amounts of insurance;
 •our ability to maintain our qualification as a REIT;
 •litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and
 •possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.

Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion and analysis is based on, and should be read in conjunction with our unaudited financial statements and notes thereto for the periods ended June 30,March 31, 2021 and 2020 and 2019 included elsewhere in this Quarterly Report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 20192020 (the “2019“2020 10-K“) filed with the United States Securities and Exchange Commission (the “SEC”) on February 27, 2020,26, 2021, including the audited historical financial statements and related notes thereto as of and for the years ended December 31, 20192020 and 20182019 contained therein, which is accessible on the SEC’s website at www.sec.gov.

Overview

We areThe Company is a full service, vertically integrated, self-administered and self-managed REITreal estate investment trust strategically focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses, and light industrial properties. The Company’s portfolio at June 30, 2020 consists of 96and small bay industrial properties, (the “Company Portfolio”) comprising of 125 buildings located in eleven statesprimary and secondary markets within the main industrial, distribution and logistics corridors of the United States. As of March 31, 2021, the Company, through its subsidiaries, owned 111 industrial properties comprising 145 buildings with an aggregate of approximately 2024.6 million rentable square feet leased to 323 different tenants.feet.

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Our strategy is to acquire, own and manage single and multi-tenant Class B industrial properties located primarily in secondary markets across the U.S.; however, we may make opportunistic acquisitions of Class A industrial properties or industrial properties located in primary markets. We seek to generate attractive risk-adjusted returns for our stockholders through a combination of dividends and capital appreciation.

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Factors That May Influence Future Results of Operations

Business and Strategy

Our core investment strategy is to acquire primarily Class B industrial properties predominantlylocated in primary and secondary markets across the U.S. We expect to acquire these properties through third-party purchases and structured sale-leasebacks where we believe we can achieve high initial yields and strong ongoing cash-on-cash returns. In addition, we may make opportunistic acquisitions of Class A industrial properties or industrial properties in primary markets that offer similar return characteristics.returns

Our target markets are comprised primarily oflocated in primary and secondary markets because we believe these markets tend to have less occupancy and rental rate volatility and less buyer competition relative to primarygateway markets. We also believe that the systematic aggregation of such properties will result in a diversified portfolio that will produce sustainable risk-adjusted returns. Future results of operations may be affected, either positively or negatively, by our ability to effectively execute this strategy.

We also intend to pursuecontinue pursuing joint venture arrangements with institutional partners which could provide management fee income as well as residual profit-sharing income. Such joint ventures may involve investing in industrial assets that would be characterized as opportunistic or value-add investments. These may involve development or re-developmentredevelopment strategies that may require significant up-front capital expenditures, lengthy lease-up periods and result in inconsistent cash flows. As such, these properties’ risk profiles and return metrics would likely differ from the non-joint venture properties that we target for acquisition.

Impact of COVID-19

While we are not able to estimate the ultimate impactcontinuing impacts of the COVID-19 pandemic on our operating results at this time, the following discussion provides certain information regarding the impacts of the COVID-19 pandemic on our business as of July 31, 2020 and an overview of management’s efforts to respond to anticipated impacts. While our results for the first and second quarter of 20202021, were in line with our expectations, the COVID-19 pandemic and the significant and wide-ranging efforts of international, federal, state and local public health and governmental authorities in regions across the United States and the world to combat the spread of the virus, including substantial restrictions on the daily activities of individuals and the operations of many businesses, have significantlyhas reduced economic activity throughout the country and increased volatility in the financial markets, which could negatively impact our results of operations during the remainder of 2020 and in future periods.

As a result of the uncertainty surrounding the economic environment, we expect that such statistical and other information provided below willmay change, potentially significantly, going forward and may not be indicative of the actual impact of the COVID-19 pandemic on our business, operations, cash flows and financial condition for the third quarter of 2020 and future periods.

 ·•WeAs of March 31, 2021, we have received July rent paymentscollected approximately 99.0% of recurring base rents and tenant recoveries billed for approximately 93%the first quarter of our portfolio;2021; however, collections to-date may not be indicative of collections in any future period.
 ·•We have received some rent relief requests from tenants at our properties, most often in the form of rent deferral requests, including some from tenants that we believe are being opportunistic. As of June 30, 2020, the Company hasMarch 31, 2021, we entered into a small number of suchsingle COVID-19 related rent deferral concessions representing 1.6% or $1.250.05% of $98.6 million of ABR.annualized base rent (“ABR”). ABR is defined/calculated as the annualized monthly contractual base rent per the leases,lease, excluding any rent abatements, as of June 30, 2020. The majorityMarch 31, 2021. All deferred rent concessions the Company granted during 2020 were fully repaid as of the deferred balances are scheduled to be paid by DecemberMarch 31, 2020.2021.

In an effort to stabilize our operations and attempt to manage the impact of COVID-19, we have takencontinue to take a number of proactive measures to maintain the strength of our business, including the following:

 ·•The health and safety of our employees and their families is a top priority. We have adapted our operations to protect employees, including by implementing a work from home policy, and our systems have enabled our team to work seamlessly.
 ·•We are in frequent communication with our tenants and we are assisting them in identifying state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under the Coronavirus Aid, Relief, and Economic Security Act of 2020.
 ·•We have approximately $19.2$23.6 million in cash and cash equivalents and approximately $29.9$102 million available on our line of credit as of June 30, 2020March 31, 2021 to address near-term working capital and other liquidity needs.
·We have delayed non-essential capital and operating expenses that do not impact the safety of our tenants or our ability to lease and/or renew leasing space.

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Rental Revenue and Tenant Recoveries

We receive income primarily from rental revenue from our properties. The amount of rental revenue generated by the Company Portfolio depends principally on the occupancy levels and lease rates at our properties, our ability to lease currently available space and space that becomes available as a result of lease expirations and on the rental rates at our properties. As of June 30, 2020,March 31, 2021, the Company Portfolio was approximately 95.1%96.6% occupied. Our occupancy rate is impacted by general market conditions in the geographic areas which our properties are located and the financial condition of tenants in our target markets.

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Scheduled Lease Expirations

Our ability to re-lease space subject to expiring leases will impact our results of operations and will be affected by economic and competitive conditions in the markets in which we operate and by the desirability of our individual properties. During the period from JulyApril 1, 20202021 through to December 31, 2022,2023, an aggregate of 36.8%37.5% of the annualized base rent leases in the Company Portfolio are scheduled to expire, which we believe will provide us an opportunity to adjust below market rates as market conditions continue to improve.

During the six months ended June 30, 2020, leases for space totaling 2,222,140 square feet (11.1% of the Company Portfolio) either was subject to renewal or expired. Of this space 1,391,948 was renewed (62.6%), 259,147 square feet was leased to new tenants (11.1%) and 571,045 square feet went vacant. Additionally, 90,232 square feet of previously vacant square feet was leased to new tenants. As of June 30, 2020, the vacancy rate of the Company Portfolio was 4.9%.

During the year ended December 31, 2019 and six months ended June 30, 2020, lease negotiation efforts resulted in 85 leases commencing with durations in excess of six months encompassing 4,104,282 square feet and 7 leases commencing with a duration of less than 6 months encompassing 497,000 square feet. Renewed leases made up 67.6% of the square footage covered by the 85 leases in excess of 6 months, and the rent under the renewed leases increased an average of 7.3% over the prior leases. Leases to new tenants comprised the other 32.4% of the square footage covered by the 85 leases in excess of 6 months, and the rent under the new leases increased an average of 23.2% over the prior leases. The rental rates under all of the 85 leases in excess of 6 months entered into during 2019 and 2020, increased by an average of 11.9% over the rates of the prior leases.

The table below reflects certain data about our new and renewed leases with terms of greater than six months executed in the year ended December 31, 2019 and the sixthree months ended June 30, 2020.March 31, 2021.

Year Type Square 
Footage		  % of Total
Square
Footage		  Expiring
Rent		  New 
Rent		  % 
Change		  Tenant 
Improvements
$/SF/YR		  Lease
Commissions
$/SF/YR		 
                        
2019 Renewals 1,380,839  58.4%  $4.17  $4.51  7.9%  $0.19  $0.14 
  New Leases 982,116  41.6%  $2.88  $3.43  19.1%  $0.27  $0.23 
  Total 2,362,955  100.0%  $3.64  $4.06  11.6%  $0.22  $0.17 
                            
2020 Renewals 1,391,948  79.9%  $3.51  $3.74  6.6%  $0.09  $0.08 
  New Leases 349,379  20.1%  $3.73  $4.92  31.9%  $0.27  $0.19 
  Total 1,741,327  100.0%  $3.56  $3.98  11.8%  $0.13  $0.10 
                            
Total Renewals 2,772,787  67.6%  $3.84  $4.12  7.3%  $0.14  $0.11 
  New Leases 1,331,495  32.4%  $3.10  $3.82  23.2%  $0.27  $0.22 
  Total 4,104,282  100.0%  $3.60  $4.03  11.9%  $0.18  $0.14 
Period  Type Square
Footage		  % of Total Square
Footage		  Expiring
Rent		  New Rent  % Change  Tenant
Improvements
$/SF/YR		  Lease
Commissions
$/SF/YR		 
Three months ended March 31, 2021                         
   Renewals 899,102  77.5%  $4.00  $4.39  9.8%  $0.23  $0.07 
   New Leases 261,495  22.5%  $3.82  $4.61  20.7%  $0.15  $0.14 
   Total 1,160,597  100%  $3.96  $4.44  12.1%  $0.21  $0.08 

Conditions in Our Markets

The Company Portfolio is located primarily in various primary and secondary markets inwithin the eastern halfmain industrial distribution and logistics corridors of the U.S.United States. Positive or negative changes in economic or other conditions, adverse weather conditions and natural disasters in these markets are likely to affect our overall performance.

Property Expenses

Our rental expenses generally consist of utilities, real estate taxes, insurance and site repair and maintenance costs. For the majority of the Company Portfolio, property expenses are controlled, in part, by either the triple net provisions or modified gross lease expense reimbursement provisions in tenant leases. However, the terms of our tenant leases vary and in some instances the leases may provide that we are responsible for certain property expenses. Accordingly, our overall financial results will be impacted by the extent to which we are able to pass-through property expenses to our tenants.

General and Administrative Expenses

We expect to incur increased general and administrative expenses, including legal, accounting and other expenses related to corporate governance and public reporting and compliance. In addition, we anticipate that our staffing levels will increase from current levels as of June 30, 2020March 31, 2021 during the subsequent 12 to 24 months and, as a result, our general and administrative expenses will increase further.

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Critical Accounting Policies

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles.GAAP. The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets or business acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrants liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

During the sixthree months ended June 30, 2020,March 31, 2021, there were no material changes to our critical accounting policies. Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” in our Annual Report on Form 10-K filed with the SEC on February 27, 202026, 2021 and the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. We believe that the following critical accounting policies involve the most judgment and complexity:

 ·•Investments in Real estate property acquisitions, capitalization and depreciationEstate
 ·Income taxes
·Amortization of deferred lease intangibles – assets and liabilities
·•Impairment of Long-lived assets
 ·•Consolidation

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Accordingly, we believe the policies set forth in our 20192020 10-K are critical to fully understand and evaluate our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected.

Update on Dividend Policy

Given the Company’s continued focus on its balance sheet and liquidity position, our Board of Directors revised the common stock dividend policy to adjust the quarterly dividend, if declared, to $0.20 per diluted share, or an annualized rate of $0.80 per diluted share, effective with the second quarter dividend declared in June 2020. The Board of Directors and management will continue to assess the Company’s common stock dividend policy in light of the uncertainty resulting from COVID-19 and the requirements to maintain the Company’s REIT compliance.  Accordingly, there can be no assurances as to the timing or amount of dividends for future periods.

Results of Operations (amounts in thousands)

Our consolidated results of operations are often not comparable from period to period due to the effect of property acquisitions and dispositions completed during the comparative reporting periods. Our Total Portfolio represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and dispositionsother, and to highlight the operating results of our on-going business, we have separately presented the results of our Same Store Properties Portfolio and Acquisitions/Dispositions.

Acquisitions, Dispositions and Other.

For the three months ended June 30,March 31, 2021 and 2020, and 2019, we define the Same Store Portfolio as a subset of our Total Portfolio and includes

properties that were wholly-owned by us for the entire period presented. We define Acquisitions/Dispositions as any properties that were

acquired or sold during the period from April 1, 2019 through June 30, 2020. For the six months ended June 30, 2020 and 2019, we define the Same Store Portfolio as a subset of our Total Portfolio and includes properties that were wholly-owned by us for the entire period presented. We define Acquisitions/Acquisitions, Dispositions and Other as any properties that were acquired, sold or soldheld for development or repurposing during the period from January 1, 20192020 through June 30, 2020.March 31, 2021.

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Three Months Ended June 30, 2020March 31, 2021 Compared to June 30, 2019March 31, 2020

The following table summarizes the results of operations for our Same Store Portfolio, our acquisitions, dispositions and dispositionsother and total portfolio for the three months ended June 30,March 31, 2021 and 2020 and 2019 (dollars in thousands):

 Same Store Portfolio Acquisitions/Dispositions Total Portfolio  Same Store Portfolio  Acquisitions, Dispositions and Other  Total Portfolio 
 Three months ended
June 30,		 Change Three months ended
June 30,		 Change Three months ended
June 30,		 Change  Three months ended
March 31,		  Change  Three months ended
March 31,		  Change  Three months ended
March 31,		  Change 
 2020 2019 $ % 2020 2019 $ % 2020 2019 $ %  2021  2020  $  %  2021  2020  $  %  2021  2020  $  % 
Revenue:                                                                      
Rental revenue $16,623 $16,916 $(293)  -1.7% $9,514 $106 $9,408 8,875% $26,137 $17,022 $9,115 53.5%  $24,222  $23,754  $468  2.0%  $7,611  $2,475  $5,136  207.5%  $31,833  $26,229  $5,604  21.4% 
Management fee revenue  —   —   —  —   83   —   83  —   83   —   83  — 
Total revenues  24,222   23,754   468  2.0%   7,694   2,475   5,219  210.9%   31,916   26,229   5,687  21.7% 
                                                                      
Property expenses 5,981 6,015 (34) -0.6% 3,045 19 3,026 15,926% 9,026 6,034 2,992 49.6%   9,453   8,446   1,007  11.9%   1,973   565   1,408  249.2%   11,426   9,011   2,415  26.8% 
Depreciation and amortization                 13,520 8,476 5,044 59.5%                                 15,777   14,097   1,680  11.9% 
General and administrative                  2,576  1,691  885 52.3%                                 3,009   2,522   487  19.3% 
Total operating expenses                 25,122 16,201 8,921 55.1%                                 30,212   25,630   4,582  17.9% 
                                                                      
Other income (expense)                         
Other income (expense):                                             
Interest expense                 (4,900) (3,576) (1,324) 37.0%                                 (4,758)  (4,871)  113  (2.3%)
Change in fair value of warrant derivative                  —  (102)  102 -100% 
Total other expense                  (4,900)  (3,678)  (1,222) 33.2% 
Earnings (loss) in investment of unconsolidated joint venture                                (273)  —   (273) — 
Unrealized appreciation of warrants                                (247)  —   (247) — 
Gain on sale of real estate                                590   —   590  — 
Total other income (expense)                                (4,688)  (4,871)  183  (3.8%)
                                                                      
Net loss                 $(3,885) $(2,857) $(1,028) 36.0%                                $(2,984) $(4,272) $1,288  (30.1%)

Rental revenuerevenue: : Rental revenue increased by approximately $9,115$5,604 to $26,137$31,833 for the three months ended June 30, 2020March 31, 2021 as compared to $17,022$26,229 for the three months ended June 30, 2019. The increaseMarch 31, 2020. This was primarily related to a net increase of $5,136 within acquisitions, dispositions and other due to an increase in rental revenue from acquisitions, and, an increase of $9,408 and a decrease of $293$468 from same store properties primarily from a decreasean increase in rent income of $87$432 due to scheduled rent steps and leasing activities and an increase of $283 in tenant reimbursements, andoffset by a decrease in non-cash rent adjustments of $179$247 for the three months ended June 30, 2020.March 31, 2021.

Property expenses: Property expenses increased $2,992$2,415 for the three months ended June 30, 2020March 31, 2021 to $9,026$11,426 as compared to $6,034$9,011 for the three months ended June 30, 2019March 31, 2020. This was primarily due to ana net increase inof $1,408 within acquisitions, dispositions and other due to property expenses related to acquisitions of $3,026.acquisitions. Property expenses for the same store properties decreasedincreased approximately $34 primarily due to increases in utility and operating expenses totaling $167, offset$1,007 driven by an decreaseincrease in real estate taxes of approximately $201.and operating expenses.

Depreciation and amortizationamortization: : Depreciation and amortization expense increased by approximately $5,044$1,680 to approximately $13,520$15,777 for the three months ended June 30, 2020March 31, 2021 as compared to $8,476$14,097 for the three months ended June 30, 2019,March 31, 2020, primarily due to ana net increase fromof $3,208 within acquisitions, of $5,805dispositions and other driven by acquisitions, and, a decrease of $761$1,528 for the same store properties.

General and administrative: General and administrative expenses increased approximately $885$487 to $2,576$3,009 for the three months ended June 30, 2020March 31, 2021 as compared to $1,691$2,522 for the three months ended June 30, 2019.March 31, 2020. The increase is attributable primarily to increased professional fees of $210 due to compliance, increased compensation expense of $453$269 due to increased head count, and compensation increases, an increase in non-cash stock compensation of $79$68, and an increaseincreased professional fees of $146$64, partially offset by a decrease of $194 due to non-cash rent expense.expense from the straight lining of rents.

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Interest expense: Interest expense increaseddecreased by approximately $1,324$113 to $4,900$4,758 for the three months ended June 30, 2020,March 31, 2021, as compared to $3,576$4,871 for the three months ended June 30, 2019.March 31, 2020. The increasedecrease is primarily due to a lower rate of interest charged on our variable interest rate debt during the three months ended March 31, 2021 compared to the three months ended March 31, 2020, partially offset by additional borrowings associated with our acquisition activity. The schedule below is a comparative analysis of the components of interest expense for the three months ended June 30, 2020March 31, 2021 and 2019.2020.

 Three Months Ended June 30,  Three Months Ended March 31, 
 2020  2019  2021 2020 
Accrued interest $(174) $(62) $(43) $264 
Amortization of debt related costs  366   273   369   299 
Total accretion of interest and deferred interest  192   211   326   563 
Cash interest paid  4,708   3,365   4,432   4,308 
Total interest expense $4,900  $3,576  $4,758  $4,871 

Change in fair valueUnrealized appreciation of warrant derivative:warrants: Change in fair valueUnrealized appreciation of warrant derivativewarrants represents the change in the fair market value of our common stock warrants. The fair value of warrant derivative adjustment of $102$247 for the three months ended June 30, 2019March 31, 2021 was due to an increase in the common stock warrant liability during the secondfirst quarter of 2019.2021. There was no adjustment to the fair value of the warrant derivative during the three months ended June 30,March 31, 2020.

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Six Months Ended June 30, 2020 Compared to June 30, 2019Gain on sale of real estate

The following table summarizes: Gain on sale of real estate of $590 represents the resultsgain realized on the sale of operations for our Same Store Portfolio, our acquisitions and dispositions and total portfolioreal estate for the sixthree months ended June 30, 2020 and 2019March 31, 2021. There were no sales of real estate during the three months ended March 31, 2020.

Supplemental Earnings Measures (dollars in thousands):

  Same Store Portfolio  Acquisitions/Dispositions  Total Portfolio 
  Six months ended
June 30,		  Change  Six months ended
June 30,		  Change  Six months ended
June 30,		  Change 
  2020  2019  $  %  2020  2019  $  %  2020  2019  $  % 
Revenue:                                             
Rental revenue $33,814  $33,289  $525  1.6%  $18,552  $395  $18,157  4,597%  $52,366  $33,684  $18,682  55.5% 
                                              
Property expenses  11,943   12,181   (238) -2.0%   6,094   115   5,979  5,199%   18,037   12,296   5,741  46.7% 
Depreciation and amortization                                27,617   16,908   10,709  63.3% 
General and administrative                                5,098   3,337   1,761  52.8% 
Total operating expenses                                50,752   32,541   18,211  56.0% 
                                              
Other income (expense)                                             
Interest expense                                (9,771)  (7,418)  (2,353) 31.7% 
Change in fair value of warrant derivative                                —   (181)  181  -100% 
Total other expense                                (9,771)  (7,599)  (2,172) 28.6% 
                                              
Net loss                               $(8,157) $(6,456) $(1,701) 26.3% 

Rental revenue: Rental revenue increased by approximately $18,682 to $52,366 for the six months ended June 30, 2020 as compared to $33,684 for the six months ended June 30, 2019. The increase was primarily related to an increaseInvestors in rental revenue from acquisitions of $18,157 and an increase of $525 from same store properties primarily from an increase in rent income of $545 due to scheduled rent steps and leasing activities and an increase of $175 in tenant reimbursements, offset by a decrease in non-cash rent adjustments of $197 forindustry analysts following the six months ended June 30, 2020.

Property expenses:  Property expenses increased $5,741 for the six months ended June 30, 2020 to $18,037 as compared to $12,296 for the six months ended June 30, 2019 primarily due to an increase in expenses related to acquisitions of $5,979. Property expenses for the same store properties decreased approximately $238 primarily due to decreases in real estate industry utilize supplemental earnings measures such as net operating income (“NOI), earnings before interest, taxes, utilities and other operating expenses.

Depreciationdepreciation and amortization: Depreciation for real estate (“EBITDAre”), funds from operations (“FFO”), core funds from operations (“Core FFO”) and amortization expense increased by approximately $10,709 to approximately $27,617adjusted funds from operations (“AFFO”) as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the six months ended June 30, 2020 as compared to $16,908 forUnited States of America ("GAAP") implicitly assumes that the six months ended June 30, 2019, primarily due to an increase from acquisitions of $11,367 and a decrease of $658 for the same store properties.

General and administrative: General and administrative expenses increased approximately $1,761 to $5,098 for the six months ended June 30, 2020 as compared to $3,337 for the six months ended June 30, 2019. The increase is attributable primarily to increased professional fees of $528 due to compliance, increased compensation expense of $703 due to increased head count and compensation increases, an increase in non-cash stock compensation of $140 and an increase of $249 due to non-cash rent expense.

Interest expense: Interest expense increased by approximately $2,353 to $9,771 for the six months ended June 30, 2020, as compared to $7,418 for the six months ended June 30, 2019. The increase is primarily due to additional borrowings associated with our acquisition activity. The schedule below is a comparative analysis of the components of interest expense for the six months ended June 30, 2020 and 2019.

  Six Months Ended June 30, 
  2020  2019 
Accrued interest $90  $(93)
Amortization of debt related costs  665   508 
Total accretion of interest and deferred interest  755   415 
Cash interest paid  9,016   7,003 
Total interest expense $9,771  $7,418 

Change in fair value of warrant derivative: Change in fair value of warrant derivative represents the change in the fairreal estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market value of our common stock warrants. The fair value of warrant derivative adjustment of $181 for the six months ended June 30, 2019 was dueconditions, many industry analysts and investors prefer to an increase in the common stock warrant liability during the first six months of 2019. There was no adjustment to the fair value of the warrant derivative during the six months ended June 30, 2020.

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Non-GAAP Financial Measures (dollars in thousands)

In this quarterly report on Form 10-Q, we disclosesupplement operating results that use historical cost accounting with measures such as NOI, EBITDAre,EBITDAre, FFO, Core FFO and AFFO, each of which meet the definition of “non-GAAP financial measure” set forthamong others. We provide information related to NOI, EBITDAre, FFO, Core FFO and AFFO both because such industry analysts are interested in Item 10(e) of Regulation S-K promulgated by the SEC. As a result, we are required to include in this report a statement of whysuch information, and because our management believes that presentation of these measures provides useful information to investors.

None of NOI, EBITDAre,EBITDAre, FFO, Core FFO and AFFO are important performance measures. NOI, EBITDAre, FFO, Core FFO and AFFO are factors used by management in measuring our performance. Neither NOI, EBITDAre, FFO, Core FFO or AFFO should be considered as an alternative toa substitute for net income, (determinedor any other measures derived in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance furtherGAAP. Neither NOI, EBITDAre,EBITDAre, FFO, andCore FFO or AFFO should be compared with our reported net income or net loss and considered in addition torepresents cash flowsgenerated from operating activities in accordance with GAAP and neither should be considered as presented inan alternative to cash flow from operating activities as a measure of our condensed consolidated financial statements.liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.

NOI

We consider net operating income, or NOI, to be an appropriate supplemental measure to net income in that it helps both investors and management understand the core operations of our properties. We define NOI as total revenue (including rental revenue and tenant reimbursements, and other income)reimbursements) less property-level operating expenses. NOI excludes depreciation and amortization, general and administrative expenses, impairments, gain/loss on sale of real estate, interest expense, and other non-operating items.

The following is a reconciliation from historical reported net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI:

 For the Three Months For the Six Months  Three Months Ended 
 Ended June 30, Ended June 30,  March 31, 
NOI: 2020 2019 2020 2019 
 2021  2020 
NOI:        
Net loss $(3,885) $(2,857) $(8,157) $(6,456) $(2,984) $(4,272)
General and administrative  2,576   1,691   5,098   3,337   3,009   2,522 
Depreciation and amortization  13,520   8,476   27,617   16,908   15,777   14,097 
Interest expense  4,900   3,576   9,771   7,418   4,758   4,871 
Change in fair value of warrant derivative  —   102   —   181 
Unrealized appreciation of warrants  247   — 
Earnings (loss) in investment of unconsolidated joint venture  273   — 
Gain on sale of real estate  (590)  — 
Other income  (83)  — 
NOI $17,111  $10,988  $34,329  $21,388  $20,407  $17,218 

EBITDAre

We define earnings before interest, taxes, depreciation and amortization for real estate in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). EBITDAre represents net income (loss), computed in accordance with GAAP, before interest expense, tax, depreciation and amortization, gains or losses on the sale of rental property, and loss on impairments. We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company as it is a direct measure of the actual operating results of our industrial properties. The following table sets forth a reconciliation of our historical net loss to EBITDArefor the periods presented:

  For the Three Months  For the Six Months 
  Ended June 30,  Ended June 30, 
EBITDAre: 2020  2019  2020  2019 
Net loss $(3,885) $(2,857) $(8,157) $(6,456)
Depreciation and amortization  13,520   8,476   27,617   16,908 
Interest expense  4,900   3,576   9,771   7,418 
EBITDAre $14,535  $9,195  $29,231  $17,870 

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  Three Months Ended 
  March 31, 
  2021  2020 
EBITDAre:        
Net loss $(2,984) $(4,272)
Depreciation and amortization  15,777   14,097 
Interest expense  4,758   4,871 
Unrealized appreciation of warrants  247   — 
Gain on sale of real estate  (590)  — 
EBITDAre $17,208  $14,696 

FFO

Funds from operations, or FFO, is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. In December 2018, NAREIT issued a white paper restating the definition of FFO. The purpose of the restatement was not to change the fundamental definition of FFO, but to clarify existing NAREIT guidance. The restated definition of FFO is as follows: Net Income (calculated in accordance with GAAP), excluding: (i) Depreciation and amortization related to real estate, (ii) Gains and losses from the sale of certain real estate assets, (iii) Gain and losses from change in control, and (iv) Impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

We define FFO, consistent with the NAREIT definition. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. Other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends. Core FFO attributable to common stockholders and unit holders represents FFO reduced by dividends paid (or declared) to holders of our preferred stock.stock and excludes certain non-cash operating expenses such as impairment on real estate lease, unrealized appreciation/(depreciation) of warrants and loss on extinguishment of debt. As with FFO, our reported Core FFO may not be comparable to other REITs’ Core FFO, should not be used as a measure of our liquidity, and is not indicative of our funds available for our cash needs, including our ability to pay dividends.

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The following table sets forth a reconciliation of our historical net loss to FFO attributable to common stockholders and unit holdersCore FFO for the periods presented:

 For the Three Months For the Six Months  Three Months Ended 
 Ended June 30,  Ended June 30,  March 31, 
FFO: 2020  2019  2020  2019 
 2021  2020 
FFO:        
Net loss $(3,885) $(2,857) $(8,157) $(6,456) $(2,984) $(4,272)
Gain on sale of real estate  (590)  — 
Depreciation and amortization  13,520   8,476   27,617   16,908   15,777   14,097 
FFO: $9,635  $5,619  $19,460  $10,452 
Depreciation and amortization from unconsolidated joint venture  393   — 
FFO $12,596  $9,825 
Preferred stock dividends  (1,613)  (1,566)  (3,226)  (3,132)  (1,652)  (1,613)
FFO attributable to common stockholders and unit holders $8,022  $4,053  $16,234  $7,320 
Unrealized appreciation of warrants  247   — 
Core FFO $11,191  $8,212 

AFFO

Adjusted funds from operations, or AFFO, is presented in addition to Core FFO. AFFO is defined as Core FFO, excluding certain non-cash operating revenues and expenses, acquisition and transaction related costs for transactions not completed and recurring capitalized expenditures. Recurring capitalized expenditures include expenditures required to maintain and re-tenant our properties, tenant improvements and leasing commissions. AFFO further adjusts Core FFO for certain other non-cash items, including the amortization or accretion of above or below market rents included in revenues, straight line rent adjustments, impairment losses, non-cash equity compensation and non-cash interest expense.

We believe AFFO provides a useful supplemental measure of our operating performance because it provides a consistent comparison of our operating performance across time periods that is comparable for each type of real estate investment and is consistent with management’s analysis of the operating performance of our properties. As a result, we believe that the use of AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.

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As with Core FFO, our reported AFFO may not be comparable to other REITs’ AFFO, should not be used as a measure of our liquidity, and is not indicative of our funds available for our cash needs, including our ability to pay dividends.

The following table sets forth a reconciliation of FFO attributable to common stockholders and unit holders to AFFO.

(In thousands) Three Months Ended 
 For the Three Months For the Six Months  March 31, 
 Ended June 30,  Ended June 30,  2021 2020 
AFFO: 2020  2019  2020  2019         
FFO attributable to common stockholders and unit holders $8,022  $4,053   16,234  $7,320 
Core FFO $11,191  $8,212 
Amortization of debt related costs  366   273   665   508   369   299 
Non-cash interest expense  (174)  (62)  90   (93)  (43)  264 
Stock compensation  383   305   732   593   418   349 
Change in fair value of warrant derivative  —   102   —   181 
Straight line rent  (443)  (223)  (961)  (481)  (614)  (518)
Above/below market lease rents  (438)  (344)  (986)  (685)  (494)  (548)
Recurring capital expenditures (1)  (719)  (687)  (1,755)  (1,246)  (1,860)  (1,036)
AFFO: $6,997  $3,417  $14,019  $6,097 
AFFO $8,967  $7,022 

_______________

(1) Excludes non-recurring capital expenditures of $401$1,234 and $635$1,749 for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively, and $2,151 and $1,688 for the six months ended June 30, 2020 and 2019 respectively.

 

Cash Flow (dollars in thousands)

A summary of our cash flows for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019 are as follows:

 Six months Ended June 30,  Three months Ended March 31, 
 2020  2019  2021  2020 
Net cash provided by operating activities $20,551  $7,021  $14,805  $6,286 
Net cash used in investing activities $(92,272) $(24,488) $(61,071) $(90,869)
Net cash provided by financing activities $78,569  $26,700  $42,375  $103,923 

Operating activities: Net cash provided by operating activities for the sixthree months ended June 30, 2020March 31, 2021 increased approximately $13,530$8,519 compared to the sixthree months ended June 30, 2019.March 31, 2020. The increase was primarily attributable to incremental operating cash flows from acquisitions completed between Q2 20192020 and Q2 2020Q1 2021 and same store properties.

Investing activities: Net cash used in investing activities for the sixthree months ended June 30, 2020 increasedMarch 31, 2021 decreased approximately $67,784$29,798 compared to the sixthree months ended June 30, 2019March 31, 2020 primarily due to property acquisitions completed during the first sixthree months in 20202021 totaling $89,053$61,472 as opposed to $22,686$88,996 during the first sixthree months of 2019 and an increase2020, a decrease in capital expenditures as a result of our expanded portfolio totaling $1,417.$70, and proceeds from the sale of real estate property and land parcel of $2,204 during the first three months of 2021. There were no sales of real estate property for the first three months of 2020.

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Financing activities: Net cash provided by financing activities for the sixthree months ended June 30, 2020 increased $51,869March 31, 2021 decreased $61,548 compared to the sixthree months ended June 30, 2019.March 31, 2020. The change was predominantly driven by an increase of $99,239$31,696 in net proceeds from the issuance of common stock, a decrease of $93,258 in net proceeds from secured debt and the line of credit offset byand an increase of $7,933$208 in dividends paid and a decrease in net proceeds from the issuance of common stock of $39,437.paid.

Liquidity and Capital Resources

We intend to make reserve allocationscontributions as necessary to aid our objective of preserving capital for our investors by supporting the maintenance and viability of our properties we acquire in the future. If reserves and any other available income become insufficient to cover our operating expenses and liabilities, it may be necessary to obtain additional funds by borrowing, refinancing properties or liquidating our investments.

Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly associated with our properties, including:

 ·•property expenses that are not borne by our tenants under our leases;
 ·•Principalprincipal and interest expense on outstanding indebtedness;
 ·•general and administrative expenses; and
 ·•capital expenditures for tenant improvements and leasing commissions.

In addition, we will require funds for future dividends required to be paid on our Series A and Series B Preferred Stock.

We intend to satisfy our short-term liquidity requirements through our existing cash, cash flow from operating activities and the net proceeds of any potential future offerings.

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Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, long-term secured and unsecured borrowings, future issuances of equity and debt securities, property dispositions and joint venture transactions, and, in connection with acquisitions of additional properties, the issuance of OP units.

The COVID-19 pandemic continues to create social and economic uncertainty for the Company, its tenants, and stakeholders. Given the wide-ranging impacts of the pandemic, coupled with external factors that are outside the control of the Company, the extent of such impacts from the COVID-19 pandemic continues to be dependent on various future developments, which are highly uncertain and cannot be readily predicted. The Company continues to monitor potential liquidity restraints resulting from the COVID-19 pandemic, including the evaluation and potential of delayed non-essential capital and operating expenditures that dodoes not impact the safety or ability to lease and/or renew space and maintaining sufficient availability under our revolving line of credit. The updated dividend policy effective with the second quarter of 2020 has provided the Company with additional liquidity to fund its short and long-term needs.

As of June 30, 2020,March 31, 2021, we had available liquidity of approximately $49.1$125.6 million, comprised of $19.2$23.6 million in cash and $29.9cash equivalents and $102 million available on our line of credit. The Company anticipates it will have sufficient liquidity and access to capital resources to meet its current obligations and to meet any scheduled debt maturities.

Existing Indebtedness as of June 30, 2020March 31, 2021

The following is a schedule of our indebtedness as of June 30, 2020 (dollars in thousands):March 31, 2021:

 Outstanding
Balance		 Interest rate at
June 30, 2020		 Final Maturity Date Outstanding
Balance		 Interest rate at
March 31, 2021		 Final Maturity Date
Secured debt:                 
AIG Loan $118,352 4.08% November 1, 2023 $116,444   4.08%  November 1, 2023
Transamerica Loan 73,593 4.35% August 1, 2028  72,637   4.35%  August 1, 2028
Allianz Loan 63,115 4.07% April 10, 2026  63,115   4.07%  April 10, 2026
Minnesota Life Loan 21,074 3.78% May 1, 2028  20,768   3.78%  May 1, 2028
Fisher Park Mortgage 13,552 5.23% January 1, 2027
South Park Mortgage 9,399 3.41% January 10, 2022
Orange Point Mortgage 20,536 4.14% August 1, 2024
KeyBank Term Loan  81,000     2.43%(1) October 22, 2020
JPMorgan Chase Loan  13,380   5.23%  January 1, 2027
Lincoln Life Mortgage  9,234   3.41%  January 10, 2022
Ohio National Life Mortgage  20,105   4.14%  August 1, 2024
Nationwide Loan  15,000   2.97%  October 1, 2027
Total secured debt $400,621   330,683     
Unamortized debt issuance costs, net (4,236)   (3,536)    
Unamortized premium/(discount), net  765   605     
Secured debt, net  397,150   327,752     
Unsecured debt:        
KeyBank Term Loan  100,000   2.10% (1)   October 8, 2025
Total unsecured debt  100,000     
Unamortized debt issuance costs, net  (707)    
Unsecured debt, net  99,293     
         
Revolving line of credit facility: 
Unsecured revolving line of credit facility:        
Borrowings under line of credit 70,100     2.43%(1) August 7, 2023  98,000   2.10%(1) October 8, 2024
Borrowings under line of credit, net $70,100  $98,000     

_______________

(1)(1)The 1-month LIBOR rate as of June 30, 2020March 31, 2021 was 0.16%0.11%. The spread over the applicable rate for the KeyBank Term Loan and the revolving line of credit with KeyBank is based on the Company’s total leverage ratio.

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Stock Issuances

Universal Shelf S-3 Registration Statement

The Company has approximately $314,365$117,131 available for issuance under its Registration Statement on Form S-3 filed on July 30, 2018 with the SEC. The registration statement allows the Company to offer debt or equity securities (or a combination thereof) from time to time.

ATM Program

On July 30, 2018, the Company and Operating Partnership filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) registering an aggregate of $500,000 of securities, consisting of an indeterminate amount of common stock, preferred stock, depository shares, warrants, rights to purchase our common stock and debt securities.

On August 24, 2018, the Company filed a prospectus supplement to its registration statement on Form S-3, which enabled the Company, at its discretion from time to time, to sell up to $50,000 worth of shares of its common stock by way of an “at-the-market” offering (the “Prior ATM program”).

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On February 27, 2020, the Company entered into a distribution agreement with KeyBanc Capital Markets Inc., Barclays Capital Inc., J.P. Morgan Securities, LLC, Capital One Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., D.A. Davidson & Co. and National Securities Corporation pursuant to which the Company may issue and sell, from time to time, shares of its common stock, with aggregate gross sales proceeds of up to $100,000, through an “at-the-market” equity offering program. (the “$100 Million ATM Program”). All $50,000 of common shares available under the Prior ATM Program were issued prior to establishing the $100 Million ATM Program.

For the sixthree months ending June 30, 2020,March 31, 2021, the Company has issued 1,654,0052,883,794 shares of its common stock under boththe $100 Million ATM programsProgram for aggregate net proceeds of approximately $23,350.$42,510. The Company has approximately $86,403$35,541 available for issuance under the $100 Million ATM program.program as of March 31, 2021.

Off-Balance Sheet Arrangements

At March 31, 2021, we have an investment in an unconsolidated joint venture with our ownership percentage at 20%. We exercise significant influence over, but do not control, the entity. As a result, we account for this investment using the equity method of accounting. As of March 31, 2021 and December 31, 2020, the aggregate carrying amount of non-recourse debt including both our and our partners’ share incurred by the joint venture was approximately $56,000 and $56,000, respectively, (of which our proportionate share is approximately $11,200 and $11,200 at March 31, 2021 and December 31, 2020, respectively). The Company has no off-balance sheet arrangements.table below summarizes the outstanding debt of the joint venture properties at March 31, 2021.

  Venture
Ownership %		  Stated
Interest Rate		  Stated
Principal
Amount		  Deferred Financing Costs, Net  Carrying Amount  Carrying Amount (Our Share)  Maturity Date
Memphis Industrial Portfolio  20%   3.15%  $56,000  $(590) $55,410  $11,082  1/1/2028

Inflation

The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and tenant payment of taxes and expenses described above. We do not believe that inflation has had a material impact on our historical financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (amounts in thousands)

We are exposed to market risk from changes in interest rates. Interest rate exposure relates primarily to the effect of interest rate changes on borrowings outstanding under our Line of Credit Agreement, which bear interest at a variable rate.

At June 30, 2020,March 31, 2021, we had $151,100$198,000 of outstanding variable rate debt, which was subject to a weighted average interest rate of 2.80%2.10% during the three months ended June 30, 2020.March 31, 2021. Based on the variable rate borrowings outstanding during the three months ended June 30, 2020,March 31, 2021, we estimate that had the average interest rate on our weighted average borrowings increased by 100 basis points for the three months ended June 30, 2020,March 31, 2021, our interest expense for the quarter would have increased by approximately $431.$436. This estimate assumes the interest rate of each borrowing is raised by 100 basis points. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.

Interest Rate Risk (amounts in thousands)

ASC 815, Derivatives and Hedging requires us to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income, which is a component of stockholders’ equity. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. As of June 30, 2020,March 31, 2021, the Company has no derivative or hedging contracts.

No assurance can be given that any future hedging activities by us will have the desired beneficial effect on our results of operations or financial condition.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2020.March 31, 2021. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that for the period ending June 30, 2020,March 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors during the quarter ended June 30, 2020,March 31, 2021, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ItemITEM 1. Legal Proceedings

The nature of our business exposes our properties, us and our Operating Partnership to the risk of claims and litigation in the normal course of business. Other than routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.

ItemITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ItemITEM 3. Defaults Upon Senior Securities

None.

ItemITEM 4. Mine Safety Disclosures

None.

ItemITEM 5. Other Information

None.

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Item 6. Exhibits

31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
  
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
  
101The financial information from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended JuneSeptember 30, 2020 formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Preferred Stock and Equity (Deficit), (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
  
104Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on our behalf by the undersigned, hereunto duly authorized.

 

PLYMOUTH INDUSTRIAL REIT, INC.

 

 

By: /s/ Jeffrey E. Witherell

Jeffrey E. Witherell,

Chief Executive Officer and
Chairman of the Board of Directors

By: /s/ Daniel C. Wright

Daniel C. Wright

Chief Financial Officer

 

Dated: August 5, 2020May 6, 2021

 

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