Exhibit 99.8
trident PORTFOLIO
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE Year Ended December 31, 2013 AND
FOR THE nine MONTHS ENDED september 30, 2014 (UNAUDITED)
trident PORTFOLIO
Contents
| Independent Auditors’ Report | 1-2 |
| Combined Statements of Revenues and Certain Expenses | 3 |
| Notes to Combined Statements of Revenues and Certain Expenses | 4-6 |
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Stockholders
Plymouth Industrial REIT, Inc.
Report on the Financial Statement
We have audited the accompanying combined statement of revenues and certain expenses of Trident Portfolio for the year ended December 31, 2013, and the related notes to the combined statement of revenues and certain expenses.
Management's Responsibility for the Financial Statement
Management is responsible for the preparation and fair presentation of this combined financial statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statement that is free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the combinedfinancial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statement. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combinedfinancial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
| 1 |
Opinion
In our opinion, the combined financial statement referred to above presents fairly, in all material respects, the combined revenues and certain expenses, described in Note 2, of Trident Portfolio for the year ended December 31, 2013, in accordance with accounting principles generally accepted in the United States of America.
Emphasis of Matter
We draw attention to Note 2 to the combined financial statement, which describes that the accompanying combined financial statement was prepared for the purpose of complying with rules and regulations of the U.S. Securities and Exchange Commission and it is not intended to be a complete presentation of Trident Portfolio’s combined revenues and expenses. Our opinion is not modified with respect to that matter.
/s/ Marcum LLP
Marcum LLP
Needham, MA
January 16, 2015
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TRIDENT PORTFOLIO
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2013 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (UNAUDITED)
| Nine Months Ended | ||||||||
| September 30, 2014 | Year Ended | |||||||
| (Unaudited) | December 31, 2013 | |||||||
| Revenues | ||||||||
| Rental revenue | $ | 1,278,214 | $ | 1,692,402 | ||||
| Tenant reimbursements | 1,341,989 | 1,613,040 | ||||||
| Other | — | 17,681 | ||||||
| Total Revenues | 2,620,203 | 3,323,123 | ||||||
| Certain Expenses | ||||||||
| Property operating expenses | 1,179,422 | 1,410,516 | ||||||
| Real estate taxes and insurance | 286,717 | 398,897 | ||||||
| General and administrative expenses | 27,727 | 54,652 | ||||||
| Total Certain Expenses | 1,493,866 | 1,864,065 | ||||||
| Revenues in Excess of Certain Expenses | $ | 1,126,337 | $ | 1,459,058 | ||||
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trident PORTFOLIO
Notes to CoMBINED STATEMENTs OF REVENUES AND CERTAIN EXPENSES
for the year ended december 31, 2013 and
FOR THE nine months ended september 30, 2014 (Unaudited)
Note 1 - Description of Portfolio
Trident Portfolio (the “Portfolio”) consists of a group of three fully-constructed industrial warehouse facilities located in the Cincinnati, Ohio metropolitan area and Florence, Kentucky with approximately 577,000 square feet of rentable space. Common control exists across all properties in the Portfolio. The Portfolio was owned by Trident Capital Group and sold to Plymouth Industrial REIT, Inc. (the “Company”) on November 24, 2014.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying combined statements of revenues and certain expenses include the operations of the Portfolio and have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the combined statements are not representative of the actual operations for the periods presented as combined revenues and certain expenses, which may not be directly attributable to the combined revenues and expenses expected to be incurred in the future operations of the Portfolio, have been excluded. Such items include depreciation, amortization, interest expense, interest income, and amortization of above- and below-market leases. Management is not aware of any material factors relating to the properties that would cause the reported financial information not to be indicative of future operating results.
Interim Unaudited Information
The combined statement of revenues and certain expenses for the nine months ended September 30, 2014 is unaudited. In the opinion of the Company, such statement reflects all adjustments necessary for a fair presentation of revenues and certain expenses in accordance with U.S. Securities and Exchange Commission’s Rule 3-14 as described above. All such adjustments are of a normal recurring nature.
Use of Estimates
The preparation of the combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of combined revenues and certain expenses during the reporting periods. Actual results could differ from these estimates.
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trident PORTFOLIO
Notes to CoMBINED STATEMENTs OF REVENUES AND CERTAIN EXPENSES
for the year ended december 31, 2013 and
FOR THE nine months ended september 30, 2014 (Unaudited)
Note 2 - Summary of Significant Accounting Policies (Continued)
Revenue Recognition
The Portfolio recognizes rental revenue from tenants on a straight-line basis over the lease term when collectability is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset.
Tenant reimbursements related to reimbursements of real estate taxes, insurance, and other operating expenses are recognized as revenue in the period the applicable expenses are incurred.
Note 3 - Minimum Future Lease Rentals
There are various lease agreements in place with tenants to lease space in the Portfolio. As of September 30, 2014, the minimum future rentals receivable under noncancelable operating leases in each of the next five years and thereafter are as follows (unaudited):
| Year Ending December 31, | ||||||
| 2014 (three months ending December 31, 2014) | $ | 414,440 | ||||
| 2015 | 1,557,323 | |||||
| 2016 | 1,336,652 | |||||
| 2017 | 1,300,566 | |||||
| 2018 | 1,321,608 | |||||
| Thereafter | 4,736,342 | |||||
| Total | $ | 10,666,931 | ||||
Note 4 - Tenant Concentrations
As of December 31, 2013 and September 30, 2014, one property is 100% occupied by a single tenant and two properties are 100% occupied by multiple tenants. Both multi-tenant properties are occupied by two tenants with occupancy of 100% as of December 31, 2013 and September 30, 2014.
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trident PORTFOLIO
Notes to CoMBINED STATEMENTs OF REVENUES AND CERTAIN EXPENSES
for the year ended december 31, 2013 and
FOR THE nine months ended september 30, 2014 (Unaudited)
Note 4 - Tenant Concentrations (continued)
The following table summarizes total revenues for each property:
| Tenants | Square Feet | Nine Months Ended September 30, 2014 (Unaudited) | % | Year Ended December 31, 2013 | % | |||||||||||||||||||
| 7585 Empire Drive | Multi-tenant | 148,370 | $ | 479,705 | 18% | $ | 596,319 | 18% | ||||||||||||||||
| 11540-11630 Mosteller Road | Multi-tenant | 358,386 | 1,827,346 | 70% | 2,439,289 | 73% | ||||||||||||||||||
| 4115 Thunderbird Lane | Single | 70,000 | 313,152 | 12% | 287,515 | 9% | ||||||||||||||||||
| Total | 576,756 | $ | 2,620,203 | 100% | $ | 3,323,123 | 100% | |||||||||||||||||
Note 5 – Related Party Transactions
An affiliate of the previous owner of the Portfolio provides property management services to the properties. The management fee is calculated at 3% of annual rent. Management fees amounted to $89,893 for the year ended December 31, 2013 and $67,500 for the nine months ended September 30, 2014 (unaudited).
Note 6 - Subsequent Events
The Portfolio’s management evaluated subsequent events through January 16, 2015, the date the combined financial statements were available to be issued.
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