Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Plymouth Industrial REIT Inc. | |
Entity Central Index Key | 1,515,816 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,327,859 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Real estate properties | $ 138,231 | $ 138,112 |
Less Accumulated Depreciation | (6,641) | (1,004) |
Real estate properties - net | 131,590 | 137,108 |
Investments in real estate joint ventures | 3,065 | 3,722 |
Cash | 1,687 | 4,974 |
Restricted cash | 757 | 744 |
Deferred intangible assets, net | 15,838 | 19,424 |
Deferred financing costs, net | 129 | 1,832 |
Other assets | 1,039 | 1,724 |
Total assets | 154,105 | 169,528 |
Liabilities | ||
Senior debt, net of discount | 194,135 | 173,627 |
Deferred interest | 7,996 | 1,653 |
Accounts payable, accrued expenses and other liabilities | 3,844 | 4,149 |
Deferred lease intangibles - below market leases, net | 2,074 | 2,473 |
Total liabilities | $ 208,049 | $ 181,902 |
Stockholders' equity (deficit): | ||
Preferred stock, par value $0.01 par value; 100,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.01 par value; 900,000,000 shares authorized; 1,327,859 shares issued and outstanding | $ 13 | $ 13 |
Additional paid-in capital | 12,467 | 12,467 |
Accumulated deficit | (66,424) | (24,854) |
Total stockholders' deficit | (53,944) | (12,374) |
Total liabilities and stockholders' deficit | $ 154,105 | $ 169,528 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 1,327,859 | 1,327,859 |
Common stock, shares outstanding | 1,327,859 | 1,327,859 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Rental revenue | $ 4,886 | $ 14,599 | ||
Equity investment income (loss) | (47) | $ 119 | (83) | $ 254 |
Total revenues | 4,839 | $ 119 | 14,516 | $ 254 |
Operating expenses | ||||
Property | 1,384 | 4,145 | ||
Depreciation and amortization | 2,991 | 9,157 | ||
General and Administrative | 917 | $ 733 | 3,679 | $ 1,891 |
Acquisition costs | 86 | $ 544 | 1,097 | $ 644 |
Offering costs | 938 | 938 | ||
Total operating expenses | 6,316 | $ 1,277 | 19,016 | $ 2,535 |
Operating loss | (1,477) | $ (1,158) | (4,500) | $ (2,281) |
Gain on disposition of equity investment | 1,374 | 1,374 | ||
Interest expense | 7,829 | $ 83 | 38,444 | $ 83 |
Total other expense, net | 6,455 | 83 | 37,070 | 83 |
Net loss | $ (7,932) | $ (1,241) | $ (41,570) | $ (2,364) |
Weighted-average common shares used in computing net loss per share - basic and diluted | 1,327,859 | 1,325,792 | 1,327,859 | 1,287,445 |
Net loss per share - basic and diluted | $ (5.97) | $ (0.94) | $ (31.31) | $ (1.84) |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance (shares) at Dec. 31, 2014 | 1,327,859 | 1,327,859 | ||
Beginning balance at Dec. 31, 2014 | $ 13 | $ 12,467 | $ (24,854) | $ (12,374) |
Net loss | (41,570) | (41,570) | ||
Ending balance (shares) at Jun. 30, 2015 | 1,327,859 | |||
Ending balance at Jun. 30, 2015 | $ 13 | 12,467 | (66,424) | $ (53,944) |
Beginning balance (shares) at Dec. 31, 2014 | 1,327,859 | 1,327,859 | ||
Beginning balance at Dec. 31, 2014 | $ 13 | 12,467 | (24,854) | $ (12,374) |
Net loss | $ (41,570) | |||
Ending balance (shares) at Sep. 30, 2015 | 1,327,859 | |||
Ending balance at Sep. 30, 2015 | $ (53,944) | |||
Beginning balance (shares) at Jun. 30, 2015 | 1,327,859 | |||
Beginning balance at Jun. 30, 2015 | $ 13 | $ 12,467 | $ (66,424) | (53,944) |
Net loss | $ (7,932) | |||
Ending balance (shares) at Sep. 30, 2015 | 1,327,859 | |||
Ending balance at Sep. 30, 2015 | $ (53,944) |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss | $ (41,570) | $ (2,364) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,157 | $ 60 |
Straight line rent adjustment | (315) | |
Intangible amortization in rental revenue , net | (263) | |
Equity investment (income) loss | 83 | $ (254) |
Write-off of deferred offering costs | 938 | |
Gain on disposition of equity investment | (1,374) | |
Accretion of interest and amortization of deferred financing costs | 23,085 | |
Changes in operating assets and liabilities: | ||
Restricted cash | (13) | |
Prepaid expenses and other assets | 128 | $ 40 |
Deferred leasing costs | (68) | |
Deferred interest | 6,343 | |
Accounts payable, accrued expenses and other liabilities | 39 | $ 839 |
Net cash used in operating activities | $ (3,830) | (1,679) |
Investing activities | ||
Deposits | $ (1,310) | |
Real estate property improvements | $ (119) | |
Proceeds on disposition of real estate joint ventures | 1,708 | |
Distributions from investments in real estate joint ventures | 240 | $ 457 |
Net cash provided by (used in) investing activities | $ 1,829 | (853) |
Financing activities | ||
Working capital loan | 2,000 | |
Proceeds from issuance of common stock, net of offering costs | 1,135 | |
Deferred financing costs | $ (874) | (60) |
Deferred offering costs | $ (412) | (592) |
Share issuance costs | (39) | |
Net cash provided by (used in) financing activities | $ (1,286) | 2,444 |
Net increase (decrease) in cash | (3,287) | (88) |
Cash at beginning of period | 4,974 | 266 |
Cash at end of period | $ 1,687 | 178 |
Non-cash Investing and Financing Activities: | ||
Common stock distributable as dividends based on fair value of common stock | 191 | |
Deferred offering costs included in accrued expenses | 175 | |
Supplemental cash flow disclosures: | ||
Interest paid | $ 9,017 | $ 23 |
Business and Liquidity
Business and Liquidity | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Business and Liquidity | (1) Business and Liquidity Business Plymouth Industrial REIT, Inc., is a Maryland corporation formed March 7, 2011. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company is focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the Eastern half of the U.S. and Texas. Prior to May 6, 2014, the Company had retained Plymouth Real Estate Investors, Inc. (the Advisor), an affiliate of Plymouth Group Real Estate, LLC (the Sponsor), to serve as its advisor for managing, operating, directing and supervising the operations and administration of the Company and its assets. The advisory agreement was terminated on May 6, 2014. All references to the Company refer to Plymouth Industrial REIT, Inc. and its subsidiaries, collectively, unless the context otherwise requires. Our subsidiaries consist principally of our Operating Partnership, a wholly owned subsidiary, Plymouth Industrial OP, LP (the Operating Partnership), and special purpose wholly-owned subsidiaries of our Operating Partnership for each of the acquired properties. The Company has operated in a manner that will allow it to qualify as a REIT for federal income tax purposes. The Company filed its initial Form 1120-REIT as its tax return for the tax year ended December 31, 2012. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (UPREIT) organizational structure to hold all or substantially all of its properties and securities through an Operating Partnership. Liquidity and Going Concern As of September 30, 2015, the Company had an accumulated deficit of approximately $66,424 and had limited amounts of available liquidity evidenced by our cash position of $1,687. The Company continues to maintain arrangements with certain of its vendors to limit future expenses related to certain professional services. The Company derives the capital required to purchase and originate real estate-related investments and conduct our operations from secured financings from banks and other lenders and from any undistributed funds from our operations. On October 28, 2014, the Company entered into a loan agreement (the Senior Loan) with third party investment entities. The Senior Loan as described in Note (4) provides for secured loans in an aggregate amount up to $192,000, with cash funding amounts through December 31, 2014 of $165,000 and $20,000 of original issue discount. The Company used $155,000 of the net proceeds to acquire 20 industrial properties. The loans bear interest at a current pay rate equal to 7% per annum, coupled with payment-in-kind features with respect to the remaining interest at varying rates. On April 28, 2015, the Companys lender confirmed the Companys exercise of its option to extend the maturity date, as provided for under the Senior Loan, from April 28, 2015 to October 28, 2015. As of October 28, 2015, the Company and the lenders under the Senior Loan agreed to extend the maturity date of the Senior Loan to December 28, 2015. The Companys obligations under the Senior Loan are also guaranteed by Plymouth Industrial REIT, Inc. and each of our Operating Partnerships subsidiaries. Effective June 16, 2014, the Company filed an S-11 registration with the SEC for the issuance of securities issued by real estate companies to raise funds in the publicly traded market on the New York Stock Exchange, and subsequently, amendments thereto, the most recent filed as of February 5, 2015. During the quarter ended September 30, 2015, we elected to postpone the offering until market conditions improve. Accordingly, deferred offering costs of $938 were expensed in the quarter ended September 30, 2015. The Companys ability to meet its working capital needs and repay its borrowings under the Senior Loan is dependent on its ability to issue additional equity, secure additional debt financing or other strategic alternatives. There is no assurance, however, that additional debt or other forms of capital will be available to the Company, or on terms acceptable to the Company. In the event those sources of capital are not available to the Company, it would seek an additional extension on the maturity of the Senior Loan, although there can be no assurance that such an extension would be provided or provided on terms acceptable to the Company. The Companys Board of Directors has undertaken a review of strategic alternatives to enhance stockholder value. Such review will include (among other alternatives): a sale, merger, acquisition or other form of business combination; sale or acquisition of assets; or a debt or equity recapitalization. The Company has not made a decision to pursue any specific strategic transaction or any other strategic alternative. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies, Basis of Presentation and Recent Accounting Pronouncements | (2) Significant Accounting Policies It is suggested that these Consolidated Financial Statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014. There have been no material changes in the accounting policies followed by the Company during the current fiscal year. Basis of Presentation These interim consolidated financial statements of the accounts of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All significant intercompany transactions have been eliminated in consolidation. These interim consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Companys financial position and results of operations. The interim consolidated financial statements include the accounts of the Company on a consolidated basis for its wholly owned subsidiaries. These interim consolidated financial statements may not be indicative of the financial results for the full year. Income Taxes The Company elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with its tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that is distributed as dividends to the Companys stockholders. If the Company fails to qualify as a REIT in any tax year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless it is able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. The Company intends to continue to be organized and operate in such a manner as to qualify for treatment as a REIT. Earnings per Share Basic net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share as the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock based awards under the 2014 Incentive Award Plan. Financial Instruments The Company estimates the carrying value of cash, restricted cash, senior debt and deferred interest approximate their fair values based on their short term maturity and prevailing interest rates. Reclassifications Certain reclassifications have been made in the 2014 consolidated financial statements to conform to the 2015 presentation. Recent Accounting Pronouncements The Company has evaluated all ASUs released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entitys ability to continue as a going concern. The standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) to address financial reporting consolidations for the evaluation as to the requirement to consolidate certain legal entities. ASU 201502 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-02. In April 2015, the FASB issued ASU 2015-03 Interest Imputation of Interest (Subtopic 835-30) as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years. The Company is evaluating the impact of ASU 2015-03, and if early adoption is appropriate in future reporting periods. |
Investments in Real Estate Join
Investments in Real Estate Joint Ventures | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Investments in Real Estate Joint Ventures | (3) Investments in Real Estate Joint Ventures The Company, through its Operating Partnership, has the following investment in real estate joint ventures, which are accounted for on the equity method of accounting based on significant influence over the entities and lack of control over the entities: · A 51.5% equity interest in the Class A shares of Colony Hills Capital Residential II, LLC (“CHCR II”) which is a joint venture with Colony Hills Capital, LLC, for an investment of $1,250. The Company has no controlling interest in CHCR II. CHCR II is the sole member of Wynthrope Holdings, LLC, which owned Wynthrope Forest Apartments, a 23 building, 270 unit multifamily complex located in Riverdale, a suburb of Atlanta, Georgia. In July 2015 Wynthrope Holdings, LLC, sold Wynthrope Forest Apartments. On July 17, 2015 the Company received a preliminary cash distribution of $1,700 which is expected to increase slightly upon finalization of the proceeds from the sale. During the quarter ended September 30, 2015 the company recognized a gain of $1,374 related to the sale. · A 50.3% interest in TCG 5400 FIB LP (“5400 FIB”), which was obtained in October and November of 2013 for a total of $3,900. 5400 FIB owns a warehouse facility (the “Property”) in Atlanta, Georgia containing 682,750 rentable square feet of space. The initial purchase price of the Property was $21,900 which included $15,000 of secured debt. At the time of the investment, the Property was 100% leased. A condensed summary of results of operations of the real estate joint ventures is as follows: Nine months Ended September 30, 2015 2014 Revenues $ 4,794 $ 6,340 Expenses (5,082 ) (5,420 ) Net income (loss) $ (288 ) $ 920 Distributions amounted to $1,948 and $457, for the nine months ended September 30, 2015 and 2014, respectively. Management of the Company monitors the financial position of the Companys joint venture partners. To the extent that management of the Company determines that a joint venture partner has financial or liquidity concerns, management will evaluate all actions and remedies available to the Company under the applicable joint venture agreement to minimize any potential adverse implications to the Company. |
Senior Debt
Senior Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Senior Debt | (4) Senior Debt On October 28, 2014, the Company, its Operating Partnership and certain subsidiaries of its Operating Partnership entered into a senior secured loan agreement (Senior Loan) with investment entities, or the Funds, managed by Senator Investment Group LP. The Senior Loan was a $192,000 facility with $71,000 designated as Tranche A, $101,000 designated as Tranche B and $20,000 designated as Tranche C and the deemed original issue discount. The Company has borrowed $69,200 under Tranche A and $95,800 under Tranche B for a total of $165,000. At September 30, 2015 and December 31, 2014, there was $165,000 of indebtedness outstanding under the Senior Loan and $20,000 of original issue discount, which is being accreted over the initial term of the Senior Loan, and Payment-in-Kind (PIK) is also accreted to debt. Accordingly, there was $194,135, net of $-0- of unamortized original issue discount, and deferred interest payable of $7,996, outstanding at September 30, 2015. There was $173,627, net of $12,877 of unamortized original issue discount, and deferred interest payable of $1,653, outstanding at December 31, 2014. On April 28, 2015, the Funds confirmed the Company's exercise of its option, as provided for under the Senior Loan, to extend the maturity date of the Senior Loan to October 28, 2015 from the original maturity date of April 28, 2015. As per the terms of the Senior Loan, in conjunction with the exercise of the option to extend, the Company paid a fee of approximately $874 to the lender, which is included in deferred financing costs in the accompanying consolidated balance sheet at September 30, 2015. The Company has concluded the extension of the maturity is a modification of the Senior Loan and therefore, the $874 fee paid to the lender should be amortized over the 6 month remaining term of the Senior Loan to October 28, 2015, and the increase in the make-whole fee is recorded using the effective interest rate of the six month remaining term of the Senior Loan. As of October 28, 2015 the Company and the Lender agreed to extend the maturity date to December 28, 2015 with a fee payment to the lender of $200 to be amortized over the period of the extension. The relevant terms of the borrowing arrangement are as follows: · The borrowings under the Senior Loan bear interest at a current pay rate equal to 7% per annum. The Company is current on its interest payments. · The borrowings under the Senior Loan were made in tranches and also accrue PIK interest at an annual rate of 3% compounded monthly on Tranche A amounts, and at an annual rate of 8% compounded monthly on Tranche B and C amounts. The weighted average of PIK interest was approximately 5% at September 30, 2015 and December 31, 2014. PIK interest amounted to $9,134 and $1,504 at September 30, 2015 and December 31, 2014, respectively, and is included in debt in the accompanying consolidated balance sheets. All PIK amounts are due at maturity. · The Company has the option to prepay the loans. With respect to any prepayment or repayment of (a) Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A will be payable; (b) Tranche B, a make-whole fee in an amount equal to five percent (5%) of the outstanding balance of Tranche B. The Company has accrued the make-whole fees due upon the maturity of the Senior Loan on October 28, 2015 on the straight line basis which approximates the effective interest rate. The amount of make whole fees accrued at September 30, 2015 and December 31, 2014 was $7,996 and $1,653, respectively, and is included in deferred interest in the accompanying consolidated balance sheets. · The borrowings under the Senior Loan are secured by first lien mortgages on all of the Company’s existing properties and pledges of equity interests in the Operating Partnership. · The obligations under the Senior Loan are guaranteed by the Company. · The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. · The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200. · The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. At September 30, 2015, the Company is in compliance with all covenants under the Senior Loan. |
2014 Incentive Award Plan
2014 Incentive Award Plan | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
2014 Incentive Award Plan | (5) 2014 Incentive Award Plan In April 2014, the Companys Board of Directors adopted, and in June 2014 the Companys stockholders approved, the 2014 Incentive Award Plan, or Plan, under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The aggregate number of shares of common stock and/or LTIP units of partnership interest in the Operating Partnership, or LTIP units that are available for issuance under awards granted pursuant to the Plan is 750,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. The maximum number of shares that may be issued under the Plan upon the exercise of incentive stock options is 750,000. The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, performance shares, other incentive awards, LTIP units, SARs, and cash awards. No awards have been granted to date under the Plan. |
Employment Agreements
Employment Agreements | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Employment Agreements | (6) Employment Agreements On September 10, 2014, the Company entered into employment agreements with Jeffrey E. Witherell, the Companys Chief Executive Officer, Pendleton P. White, Jr., the Companys President and Chief Investment Officer, and Daniel C. Wright, the Companys Executive Vice President and Chief Financial Officer. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions | (7) Related Party Transactions The Company was party to an advisory agreement dated July 27, 2011 with its Advisor which entitled its Advisor to specified fees upon the provision of certain services with regard to the Offering and investment of funds in real estate and real estate related investments, among other services, as well as reimbursement for organization and offering costs incurred by its Advisor on behalf of the Company and certain costs incurred by its Advisor and its affiliates in providing services to the Company. The advisory agreement was terminated as of May 6, 2014 and no consideration was paid to the Advisor as a result of the termination. The fees the Company incurred prior to termination under the advisory agreement are as follows: Type of Compensation Form of Compensation Organization and Offering Costs Reimbursement of organization and offering costs to the Advisor or its affiliates for cumulative organization and offering expenses, but only to the extent that the total organizational and offering costs borne by the Company do not exceed 15.0% of gross offering proceeds as of the date of the reimbursement. Total organization and offering costs incurred from inception to September 30, 2015 were $1,110. Reimbursement of organization and offering costs to the Advisor were none for the nine months ended September 30, 2015 and $26 for the nine months ended September 30, 2014. Asset Management Fee Total asset management fees incurred and paid to the Advisor were none for the nine months ended September 30, 2015 and $20 for the nine months ended September 30, 2014. The Company also incurred $39 for the nine months ended September 30, 2014 in commissions and dealer manager fees owed to the Dealer Manager related to the issuance of common stock. There were none for the nine months ended September 30, 2015. Colony Hills Capital, LLC who is a member of Colony Hills Capital Residential II, LLC, which is the entity the Company holds a 51.5% interest in, is also a shareholder of the Company. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | (8) Commitments The Company leases space for its corporate office under the terms of a sub-lease. Rental expense for operating leases, including common-area maintenance, was $240 and $241, for the nine months ended September 30, 2015 and 2014, respectively. Amounts of minimum future rental commitments under the operating lease for the remainder of 2015 and for 2016 are $71 and $189, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events | (9) Subsequent Events As of October 28, 2015 the Company and the Lender agreed to extend the maturity date of the Senior Loan to December 28, 2015 with a fee payment to the lender of $200. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Basis of Presentation | Basis of Presentation These interim consolidated financial statements of the accounts of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All significant intercompany transactions have been eliminated in consolidation. These interim consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Companys financial position and results of operations. The interim consolidated financial statements include the accounts of the Company on a consolidated basis for its wholly owned subsidiaries. These interim consolidated financial statements may not be indicative of the financial results for the full year. |
Income Taxes | Income Taxes The Company elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with its tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that is distributed as dividends to the Companys stockholders. If the Company fails to qualify as a REIT in any tax year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless it is able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. The Company intends to continue to be organized and operate in such a manner as to qualify for treatment as a REIT. |
Earnings Per Share | Earnings per Share Basic net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share as the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock based awards under the 2014 Incentive Award Plan. |
Financial Instruments | Financial Instruments The Company estimates the carrying value of cash, restricted cash, senior debt and deferred interest approximate their fair values based on their short term maturity and prevailing interest rates. |
Reclassifications | Reclassifications Certain reclassifications have been made in the 2014 consolidated financial statements to conform to the 2015 presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has evaluated all ASUs released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entitys ability to continue as a going concern. The standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) to address financial reporting consolidations for the evaluation as to the requirement to consolidate certain legal entities. ASU 201502 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-02. In April 2015, the FASB issued ASU 2015-03 Interest Imputation of Interest (Subtopic 835-30) as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years. The Company is evaluating the impact of ASU 2015-03, and if early adoption is appropriate in future reporting periods. |
Investments in Real Estate Jo17
Investments in Real Estate Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Banking and Thrift [Abstract] | |
A condensed summary of the financial position and results of operations of the joint ventures | Nine months Ended September 30, 2015 2014 Revenues $ 4,794 $ 6,340 Expenses (5,082 ) (5,420 ) Net income $ (288 ) $ 920 |
Business and Liquidity (Details
Business and Liquidity (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)Integer | |
Business Combinations [Abstract] | |
Number of industrial properties acquired | 20 |
Total purchase price of properties | $ | $ 155,000 |
Investments in Real Estate Jo19
Investments in Real Estate Joint Ventures - A condensed summary of the financial position and results of operations of the joint ventures (Details) - Joint Venture - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Revenue and Expenses | ||
Revenues | $ 4,794 | $ 6,340 |
Expenses | (5,082) | (5,420) |
Net income | $ (288) | $ 920 |
Investment in Joint Ventures (D
Investment in Joint Ventures (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)ft²Integer | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ft²Integer | Sep. 30, 2014USD ($) | |
Preliminary cash distribution | $ 1,708 | |||
Gain on sale of real estate | $ 1,374 | 1,374 | ||
Income (loss) from investments in real estate joint ventures | $ (47) | $ 119 | (83) | $ 254 |
CHCR II and TCG 5400 FIB LP | ||||
Distributions from investments in joint ventures | $ 1,948 | $ 457 | ||
Colony Hills Capital Residential II, LLC | VIE Not Primary Beneficiary | ||||
Ownership interest | 51.50% | 51.50% | ||
Total equity investment | $ 1,250 | $ 1,250 | ||
Number of buildings in property | Integer | 23 | 23 | ||
Number of units in multifamily complex | Integer | 270 | 270 | ||
Preliminary cash distribution | $ 1,700 | |||
Gain on sale of real estate | $ 1,374 | |||
TCG 5400 FIB LP | ||||
Ownership interest | 50.30% | 50.30% | ||
Total equity investment | $ 3,900 | $ 3,900 | ||
Property area (square feet) | ft² | 682,750 | 682,750 | ||
Percent of property occupied | 100.00% | 100.00% | ||
Total purchase price paid by joint venture | $ 21,900 | |||
Portion of purchase paid for with secured debt | $ 15,000 |
Senior Debt (Details Narrative)
Senior Debt (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2014 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||
Senior secured credit facility, deferred interest payable | $ 1,653 | $ 7,996 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior secured credit facility | 192,000 | |
Senior secured credit facility, current borrowings | 165,000 | 165,000 |
Senior secured credit facility, original issue discount | 20,000 | 20,000 |
Senior secured credit facility, outstanding | 173,627 | 194,135 |
Senior secured credit facility, unamortized original issue discount | 12,877 | 0 |
Senior secured credit facility, deferred interest payable | $ 1,653 | $ 7,996 |
Senior secured credit facility, maturity date | Apr. 28, 2015 | Oct. 28, 2015 |
Senior secured credit facility, maturity date extension | As of October 28, 2015 the Company and the Lender agreed to extend the maturity date to December 28, 2015 | |
Senior secured credit facility, fee payment for extension of maturity date | a fee payment to the lender of $200 to be amortized over the period of the extension | |
Senior secured credit facility, debt interest rate | 7.00% | 7.00% |
Senior secured credit facility, weighted average paid-in-kind interest rate | 5.00% | 5.00% |
Senior secured credit facility, paid-in-kind interest | $ 1,504 | $ 6,529 |
Senior secured credit facility, payment terms | The Company has the option to prepay the loans. With respect to any prepayment or repayment of (a) Tranche A, a make-whole fee in an amount equal to two percent (2%) of the outstanding balance of Tranche A if such prepayment or repayment occurs on or prior to April 28, 2015 and four percent (4%) thereafter will be payable; (b) Tranche B, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche B if such prepayment or repayment occurs on or prior to April 28, 2015, and five percent (5%) thereafter will be payable. The Company has accrued the make-whole fees due upon the maturity of the Senior Loan on April 28, 2015 on the straight line basis which approximates the effective interest rate. The amount of make whole fees accrued at September 30, 2015 and December 31, 2014 was $7,996 and $1,653, respectively, and is included in deferred interest in the accompanying consolidated balance sheets. | |
Senior secured credit facility, collateral | The borrowings under the Senior Loan are secured by first lien mortgages on all of the Companys existing properties and pledges of equity interests in the Operating Partnership. The obligations under the Senior Loan are guaranteed by the Company. | |
Senior secured credit facility, covenant terms | The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200. The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. | |
Senior secured credit facility, compliance | At March 31, 2015, the Company is in compliance with all covenants under the Senior Loan. | |
Senior Notes | Tranche C | ||
Debt Instrument [Line Items] | ||
Senior secured credit facility | $ 20,000 | |
Senior secured credit facility, debt interest rate | 7.00% | |
Senior secured credit facility, interest rate description | Payment-in-kind interest at an annual rate of 8% compounded monthly. | |
Senior Notes | Tranche B | ||
Debt Instrument [Line Items] | ||
Senior secured credit facility | $ 101,000 | |
Senior secured credit facility, current borrowings | $ 95,800 | |
Senior secured credit facility, debt interest rate | 7.00% | |
Senior secured credit facility, interest rate description | Payment-in-kind interest at an annual rate of 8% compounded monthly. | |
Senior Notes | Tranche A | ||
Debt Instrument [Line Items] | ||
Senior secured credit facility | $ 71,000 | |
Senior secured credit facility, current borrowings | $ 69,200 | |
Senior secured credit facility, debt interest rate | 7.00% | |
Senior secured credit facility, interest rate description | Payment-in-kind interest at an annual rate of 3% compounded monthly. |
2014 Incentive Award Plan (Deta
2014 Incentive Award Plan (Details Narrative) | 9 Months Ended |
Sep. 30, 2015shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive award plan, shares authorized | 750,000 |
Incentive award plan, shares available for grant | 750,000 |
Incentive award plan, shares granted | 0 |
Employment Agreements (Details
Employment Agreements (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Minimum | |
Annual base salary for officers | $ 200 |
Maximum | |
Annual base salary for officers | $ 300 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 54 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |
Related Party Transactions (Textual) [Abstract] | |||
Organization and offering costs reimbursed to the Advisor | $ 39 | ||
Plymouth Real Estate Investors, Inc. (Advisor) | |||
Related Party Transactions (Textual) [Abstract] | |||
Organization and Offering Costs, description | Reimbursement of organization and offering costs to the Advisor or its affiliates for cumulative organization and offering expenses, but only to the extent that the total organizational and offering costs borne by the Company do not exceed 15.0% of gross offering proceeds as of the date of the reimbursement. | ||
Total organization and offering costs incurred from inception | $ 1,110 | ||
Organization and offering costs reimbursed to the Advisor | $ 0 | 26 | |
Asset management fees incurred | 0 | 20 | |
Dealer Manager | Expense Sharing Agreement | |||
Related Party Transactions (Textual) [Abstract] | |||
Commissions and dealer manager fees owed to Dealer Manager | $ 0 | $ 39 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense for operating lease | $ 240 | $ 241 |
Minimum future annual rental commitments under the operating lease | ||
2,015 | 71 | |
2,016 | $ 189 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Senior Notes | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2015 | |
Senior secured credit facility, maturity date | Apr. 28, 2015 | Oct. 28, 2015 | |
Subsequent Event | |||
Date of subsequent event | Oct. 28, 2015 | ||
Senior secured credit facility, maturity date | Dec. 28, 2015 |