Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 10, 2017 | |
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 | Jun. 30, 2017 | |
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 | 3,812,886 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Real estate properties | $ 139,326 | $ 139,086 |
Less Accumulated Depreciation | (19,816) | (16,027) |
Real estate properties, net | 119,510 | 123,059 |
Cash | 28,981 | 941 |
Restricted cash | 687 | 6,353 |
Cash held in escrow | 3,221 | 2,907 |
Deferred lease intangibles, net | 8,680 | 10,533 |
Other assets | 2,733 | 1,953 |
Total assets | 163,812 | 145,746 |
Liabilities | ||
Senior secured debt, net | 116,402 | 116,053 |
Mezzanine debt to investor, net | 29,319 | 29,262 |
Deferred interest | 200 | 207 |
Accounts payable, accrued expenses and other liabilities | 5,363 | 5,352 |
Deferred lease intangibles, net | 1,150 | 1,405 |
Redeemable preferred member interest in subsidiary | 31,043 | |
Total | 152,434 | 183,322 |
Commitments and contingencies | ||
Plymouth Industrial REIT, Inc. Stockholders' Equity (Deficit) | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 900,000,000 shares authorized; 3,652,886 and 331,965 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 37 | 3 |
Additional paid-in capital | 123,448 | 12,477 |
Accumulated deficit | (112,107) | (110,506) |
Total Plymouth Industrial REIT, Inc. stockholders' equity (deficit) | 11,378 | (98,026) |
Non-controlling interest | 0 | 60,450 |
Total equity (deficit) | 11,378 | (37,576) |
Total liabilities and equity (deficit) | $ 163,812 | $ 145,746 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 3,652,886 | 331,965 |
Common stock, shares outstanding | 3,652,886 | 331,965 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Rental revenue | $ 5,026 | $ 4,873 | $ 9,964 | $ 9,680 |
Other income | 1 | (26) | 1 | 5 |
Total revenues | 5,027 | 4,847 | 9,965 | 9,685 |
Operating expenses | ||||
Property | 1,517 | 1,447 | 2,925 | 2,868 |
Depreciation and amortization | 2,785 | 2,883 | 5,557 | 5,911 |
General and Administrative | 1,209 | 819 | 1,933 | 1,721 |
Acquisition costs | 82 | 14 | 82 | 33 |
Total operating expenses | 5,593 | 5,163 | 10,497 | 10,533 |
Operating loss | (566) | (316) | (532) | (848) |
Other expense: | ||||
Interest expense | (2,802) | (10,842) | (5,743) | (24,627) |
Total other expense | (2,802) | (10,842) | (5,743) | (24,627) |
Net loss | (3,368) | (11,158) | (6,275) | (25,475) |
Net loss attributable to non-controlling interest | (2,209) | 0 | (4,674) | 0 |
Net loss attributable to Plymouth Industrial REIT, Inc. | $ (1,159) | $ (11,158) | $ (1,601) | $ (25,475) |
Net loss per share attributable to Plymouth Industrial REIT, Inc. common stockholders | $ (1.26) | $ (33.61) | $ (2.55) | $ (76.74) |
Weighted-average common shares outstanding basic and diluted | 922,885 | 331,965 | 629,057 | 331,965 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Changes in Equity (Deficit) (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Stockholders' Equity (Deficit) | Non-controlling Interest | Total |
Beginning balance, shares at Dec. 31, 2016 | 331,965 | |||||
Beginning balance, value at Dec. 31, 2016 | $ 3 | $ 12,477 | $ (110,506) | $ (98,026) | $ 60,450 | $ (37,576) |
Non cash capital contribution by investor related to redemption of redeemable preferred interest | 1,019 | 1,019 | ||||
Proceeds from sale of common stock, net of $5,548 of offering costs, shares | 2,900,000 | |||||
Proceeds from sale of common stock, net of $5,548 of offering costs, value | $ 29 | 49,523 | 49,552 | 49,552 | ||
Shares issued in private placement for redemption of redeemable preferred interest, shares | 263,158 | |||||
Shares issued in private placement for redemption of redeemable preferred interest, value | $ 3 | 4,997 | 5,000 | 5,000 | ||
Warrants issued to acquire 250,000 shares (not issued) at $23 per share | (140) | (140) | (140) | |||
Restricted shares issued, shares | 157,763 | |||||
Restricted shares issued, value | $ 2 | (2) | 0 | |||
Stock Based Compensation | 35 | 35 | 35 | |||
Dividends declared | (237) | (237) | (237) | |||
Net loss | (1,601) | (1,601) | (4,674) | (6,275) | ||
Redemption of non-controlling interest related to redeemable preferred interest | 56,795 | 56,795 | $ (56,795) | 0 | ||
Ending balance, shares at Jun. 30, 2017 | 3,652,886 | |||||
Ending balance, value at Jun. 30, 2017 | $ 37 | $ 123,448 | $ (112,107) | $ 11,378 | $ 11,378 |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Changes in Equity (Deficit) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs associated with the proceeds from sale of common stock | $ | $ 5,548 |
Acquisition of shares, not issued | shares | 250,000 |
Price per share to acquire shares | $ / shares | $ 23 |
Unaudited Consolidated Stateme7
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | ||
Net loss | $ (6,275) | $ (25,475) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,557 | 5,911 |
Straight line rent adjustment | (76) | (158) |
Intangible amortization in rental revenue , net | (166) | (178) |
Equity investment income | 0 | (1) |
Accretion of interest and deferred interest | 965 | 22,036 |
Stockbased compensation | 35 | 0 |
Changes in operating assets and liabilities: | ||
Security deposit | 84 | (13) |
Other assets | (704) | 67 |
Cash held in escrow | 438 | 0 |
Deferred leasing costs | (5) | (81) |
Deferred interest | (7) | 0 |
Accounts payable, accrued expenses and other liabilities | (1,093) | (769) |
Net cash provided by (used in) operating activities | (1,247) | 1,339 |
Investing activities | ||
Real estate improvements | (240) | (688) |
Increase in cash held in escrow | (752) | 0 |
Distributions from investments in joint ventures | 0 | 61 |
Net cash used in investing activities | (992) | (627) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 55,100 | 0 |
Offering costs related to issuance of common stock | (4,821) | 0 |
Redemption of Preferred Member Interest | (20,000) | 0 |
Debt issuance costs | 0 | (100) |
Net cash provided by (used in) financing activities | 30,279 | (100) |
Net increase in cash | 28,040 | 612 |
Cash at beginning of period | 941 | 698 |
Cash at end of period | 28,981 | 1,310 |
Supplemental cash flow disclosures: | ||
Interest paid | 4,778 | 2,591 |
Supplemental Non-cash Financing and Investing Activities: | ||
Application of restricted cash to redeemable preferred membership interest | 5,582 | 0 |
Offering costs included in accounts payable, accrued expenses and other liabilities | 727 | 0 |
Non cash capital contribution by investor related to adjustment of Redemption Price of redeemable preferred interest | 1,019 | 0 |
Shares issued in Private Placement for Redemption of Redeemable Preferred Interest | 5,000 | 0 |
Dividends declared | 237 | 0 |
Warrants issued | 140 | 0 |
Redemption of non-controlling interest related to preferred interest | $ 56,795 | $ 0 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Business Plymouth Industrial REIT, Inc., (the “Company” or the “REIT”) is a Maryland corporation formed on 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 U.S. As of June 30, 2017, the Company through its subsidiaries owns 20 industrial properties comprising approximately 4,000,000 square feet. The Company filed a Prospectus dated June 8, 2017 with the Securities and Exchange Commission (“SEC”). The initial public offering of common stock (“Offering”) occurred on June 14, 2017 and the Company issued 2,900,000 shares at $19.00 per share. The Company received net proceeds from the Offering of approximately $51,243 reflecting gross proceeds of approximately $55,100 net of underwriting fees of approximately $3,857. The Company incurred additional offering costs of $1,691. On July 12, 2017, in connection with the underwriters’ exercise of the overallotment option, the Company issued an additional 160,000 shares of common stock at $19.00 generating additional gross proceeds of approximately $3,040 and approximately $2,817 of net proceeds. On October 17, 2016, the Company completed a reorganization of its subsidiary structure simultaneously with the refinancing of the Company’s existing debt. The Company issued non-controlling interests to a financial investor and lender, Torchlight, in newly established legal entities to hold the properties. The refinancing of the Company’s debt is further discussed in Note 6. On June 14, 2017 the Company utilized a portion of the proceeds from the Offering to redeem the non-controlling interest held by Torchlight for $25,000 consisting of cash ($20,000) along with common stock ($5,000 or 263,158 shares at $19.00 per share) issued in a private placem The accompanying condensed consolidated financial statements include the following entities: Name Relationship Formation Plymouth Industrial REIT, Inc. Parent 2011 Plymouth Industrial OP LP Wholly-owned subsidiary 2011 Plymouth Industrial 20 Financial LLC Wholly-owned subsidiary 2016 Plymouth Industrial 20 LLC (20 LLC) Wholly-owned subsidiary * 2016 20 individual property LLCs Wholly-owned subsidiary * 2014 * See note 10 for discussion of non-controlling interests prior to completion of our Offering. Basis of Presentation The Company’s condensed consolidated financial statements include its financial statements, and those of its wholly-owned subsidiaries and controlling interests. All intercompany accounts and transactions have been eliminated in consolidation. The Company considers the issuance of member interests in entities that hold its properties under the guidance of ASC 360 Property, Plant and Equipment (ASC 360), and ASC 976, Real Estate, (ASC 976) as referenced by ASC 810, Consolidation, (ASC 810). These interim condensed consolidated financial statements include the accounts of the Company and 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. It is suggested that 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, 2016 and 2015 included in the Prospectus as filed June 8, 2017. There have been no material changes in accounting policies followed by the Company in the current fiscal year. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 impairments. 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. Risks and Uncertainties The state of the overall economy can 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. Liquidity and Going Concern The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company's financial statements for the years ended December 31, 2016 and 2015, and March 31, 2017 included in the Prospectus as filed June 8, 2017, included a statement indicating substantial doubt with regard to the Company’s ability to continue as a going concern. The net proceeds of the Offering have fully addressed the working capital needs of the Company as a going concern. At June 30, 2017, the Company has a cash position of $32,202. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2016 and 2015 included in the Prospectus as filed June 8, 2017 Additional information regarding the Company’s significant accounting policies related to the accompanying interim financial statements is as follows: 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 income 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. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At June 30, 2017 and at December 31, 2016 the Company did not recognize an allowance for doubtful accounts. For the six months ended June 30, 2017 and 2016, rental income 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. The following tenants represent 10% or greater of rental revenue for the six month period ended June 30, 2017 and 2016: 2017 2016 Pier One 12.7% 12.3% Perseus 10.0% 10.2% Rental revenue is comprised of the following: Period Ended Period Ended June 30, June 30, 2017 2016 Income from leases $ 7,052 $ 6,853 Straight-line rent adjustment 76 158 Reimbursable expenses 2,669 2,491 Amortization of above market leases (89 ) (89 ) Amortization of below market leases 256 267 Total $ 9,964 $ 9,680 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, 2017 and December 31, 2016. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 6, cash held in escrow for real estate tax, insurance and tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of June 30, 2017, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, accounts payable and accrued expenses and other current liabilities. The fair values of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair value due to their relatively short maturities. The fair value of the warrant liability included in other liabilities is disclosed in Note 8. Debt Issuance Costs The Company adopted ASU 2015-03, Interest—Imputation of Interest Debt issuance costs amounted to $4,799 at June 30, 2017 and December 31, 2016, and related accumulated amortization amounted to $520 and $113 at June 30, 2017 and December 31, 2016, respectively. Unamortized debt issuance costs amounted to $4,279 and $4,686 at June 30, 2017 and December 31, 2016, respectively. 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 accounts for its stock-based employee compensation in accordance with ASU 2016-09, Compensation — Stock Compensation Improvements to Employee Share-Based Payment Accounting Comprehensive Loss Comprehensive loss includes net loss as well as other changes in equity (deficit) that result from transactions and economic events other than those with members. There was no difference between net loss and comprehensive loss for the periods ended June 30, 2017 and 2016. Earnings per Share Basic net loss per share is computed by dividing net loss attributable to Plymouth Industrial REIT, Inc. by the weighted average shares of common stock outstanding for the period, which is also presented on the condensed consolidated statements of operations. 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. Recently Issued Accounting Standards In March 2016, the FASB issued ASU 2016-09, Stock Compensation – Improvements to Employee Share-Based Payment Accounting, In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business. The ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Key differences between business combinations and asset acquisitions include: Transaction costs are capitalized in an asset acquisition but expensed in a business combination. Identifiable assets, liabilities assumed and any non-controlling interests are generally recognized and measured as of the acquisition date at fair value in a business combination, but are measured by allocating the cost of the acquisition on a relative fair value basis in an asset acquisition. Public business entities should apply the amendments to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company expects to early adopt ASU 2017-01 for acquisitions which occur subsequent to June 30, 2017. 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 consolidated financial statements upon adoption. |
Real Estate Properties
Real Estate Properties | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate [Abstract] | |
Real Estate Properties | 3. Real Estate Properties Real estate properties consisted of the following at June 30, 2017 and December 31, 2016: June 30, December 31, Land and improvements $ 18,117 $ 18,117 Buildings 110,754 110,142 Site improvements 10,442 10,442 Construction in process 13 385 139,326 139,086 Less accumulated depreciation (19,816 ) (16,027 ) Real estate properties $ 119,510 $ 123,059 Depreciation expense was $3,789 and $3,739 for the six months ended June 30, 2017 and 2016, respectively. |
Deferred Lease Intangibles
Deferred Lease Intangibles | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Deferred Lease Intangibles | 4. Deferred Lease Intangibles Deferred Lease Intangible assets consisted of the following at June 30, 2017 and December 31, 2016: June 30, December 31, Above market lease $ 1,122 $ 1,122 Lease in place 14,289 14,289 Tenant relationships 2,068 2,068 Leasing commission 2,606 2,606 Leasing commission after acquisition 263 258 20,348 20,343 Less Accumulated amortization (11,668 ) (9,810 ) Deferred lease intangibles $ 8,680 $ 10,533 Deferred Lease Intangibles - Below Market Leases at June 30, 2017 and December 31, 2016: June 30, December 31, Below market leases $ 2,548 $ 2,548 Less accumulated amortization (1,398 ) (1,143 ) Deferred lease intangibles $ 1,150 $ 1,405 Amortization of above and below market leases was recorded as an adjustment to revenues and amounted to $166 and $178 for the six months ended June 30, 2017 and 2016, respectively. Amortization of all other deferred lease intangibles has been included in depreciation and amortization in the accompanying condensed consolidated statements of operations and amounted to $1,769 and $2,173 for the six months ended June 30, 2017 and 2016, respectively. |
Investment in Real Estate Joint
Investment in Real Estate Joint Venture | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Real Estate Joint Venture | 5. Investment in Real Estate Joint Venture In 2013 , The property was sold in November 2016 and the Company received $5,582 as a return of its investment. The Company recorded a gain on the disposition of the investment in the amount of $2,846 in 2016. The Company included the cash proceeds from the investment in restricted cash in the condensed consolidated balance sheet at December 31, 2016 since the amount served as collateral for the borrowing arrangements with Torchlight discussed in Notes 6 and 10. The amount was released from restricted cash in February, 2017 and applied to the redeemable preferred member interest. |
Borrowing Arrangements
Borrowing Arrangements | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 6. Borrowing Arrangements On October 17, 2016, the Company completed a reorganization of its subsidiary structure in connection with the refinancing of the Company’s existing debt. The Company issued non-controlling interests to a financial investor and lender, Torchlight, in newly established legal entities to hold the properties owned by the REIT. Previous Borrowing Arrangement On October 28, 2014, the Company, its wholly-owned subsidiary Plymouth Industrial OP LP, 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 (Senator). The Senior Loan was a $192,000 facility. On February 9, 2016, an affiliate of Torchlight Investors LLC (“Torchlight”) acquired the Senior Loan from Senator in a transaction outside of the Company and assumed the rights of Senator under the Senior Loan. Refinancing On October 17, 2016, the Company refinanced its Senior Loan with Torchlight, which had a carrying value of $237,751 as of that date, through the following steps: · The Company, through its newly created subsidiary 20 LLC, borrowed $120,000 in the form of a senior secured loan from investment entities managed by AIG Asset Management (the “AIG Loan”). The Company used the net proceeds of these borrowings to reduce the Senior Loan with Torchlight. · The Company, through 20 LLC, issued a mezzanine term loan (“Mezzanine Loan”) in the amount of $30,000 to an investment fund controlled by Torchlight, in satisfaction of $30,000 of the Senior Loan with Torchlight. · The Company, through 20 LLC, issued a 99.5% redeemable preferred member interest in 20 LLC in the amount of $30,553 to an affiliate of Torchlight in satisfaction of $30,553 of the Senior Loan with Torchlight. The value of the consideration transferred by the Company to Torchlight totaled $175,000 which consisted of (a) net cash transferred of $114,447, (b) debt satisfied in the amount of $30,000 through the issuance of the Mezzanine Loan and (c) the debt satisfied in the amount of $30,553 through the issuance of the redeemable preferred member interest. The Company accounted for the difference between the carrying value of the Senior Loan of $237,751 and the value of the consideration transferred of $175,000, or $62,751 as a capital contribution pursuant to the guidelines of ASC 470-50-40-2 since the refinancing was between the Company and Torchlight, a related party. The terms of the refinanced debt are discussed below and the terms of the redeemable preferred member interest in 20 LLC are discussed in Note 10. $120,000 AIG Loan Certain indirect subsidiaries of our Operating Partnership have entered into a senior secured loan agreement with investment entities managed by AIG Asset Management (the “AIG Loan”). As of June 30, 2017 and December 31, 2016, there was $120,000 of indebtedness outstanding under the AIG Loan. The AIG Loan bears interest at 4.08% per annum and has a seven-year term. The AIG Loan provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. The borrowings under the AIG Loan are secured by first lien mortgages on all of the 20 properties. The obligations under the AIG Loan are also guaranteed by our Company and each of our Operating Partnership’s wholly-owned subsidiaries. The AIG Loan agreement contains customary representations and warranties, as well as affirmative and negative covenants. The negative covenants 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 AIG Loan contains financial covenants that require minimum liquidity and Net Worth. The AIG Loan is subject to acceleration upon certain specified events of defaults, 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. The Company is in compliance with the respective covenants. The Company has no right to prepay all or any part of the AIG Loan before November 1, 2019. Following that date, the AIG Loan can only be paid in full, and a prepayment penalty would be assessed, as defined in the agreement. The borrowings amounted to $116,402 and $116,053 net of $3,598 and $3,947 of unamortized debt issuance costs at June 30, 2017 and December 31, 2016, respectively. $30,000 Mezzanine Loan 20 LLC has entered into a mezzanine loan agreement with Torchlight as partial payment of its prior Senior Loan. The Mezzanine Loan has an original principal amount of $30,000, and bears interest at 15% per annum, of which 7% percent is paid currently during the first four years of the term and 10% is paid for the remainder of the term, and is due on October 17, 2023. Unpaid interest accrues and is added to the outstanding principal amount of the loan. The Mezzanine Loan requires borrower to pay a prepayment premium equal to the difference between (1) the sum of 150% of the principal being repaid (excluding the accrued interest) and (2) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. This repayment feature operates as a prepayment feature since the difference between (1) and (2) will be zero at maturity. As additional consideration for the Mezzanine Loan, 20 LLC granted Torchlight under the Mezzanine Loan, a profit participation in the form of the right to receive 25% of net income and capital proceeds generated by the Company Portfolio following debt service payments and associated costs (the “TL Participation”). The TL Participation was terminated as of June 14, 2017 in consideration of the Company issuing warrants to Torchlight to acquire 250,000 shares of the Company’s common stock at a price of $23.00 per share. The warrants have a five year term and are more fully discussed in Note 7. The profit participation was zero for the six months ended June 30, 2017 and the year ended December 31, 2016. The borrowings under the Mezzanine Loan are secured by, among other things, pledges of the equity interest in 20 LLC and each of its property-owning subsidiaries. Borrowings under the Mezzanine Loan amounted to $29,319, net of unamortized debt issuance costs of $681 at June 30, 2017. Borrowings under the Mezzanine Loan amounted to $29,262, net of unamortized debt issuance costs of $738 at December 31, 2016. Deferred interest amounted to $200 at June 30, 2017 and $207 at December 31, 2016, and is presented separately in the condensed consolidated balance sheets. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The Level 1— Quoted prices for identical instruments in active markets. Level 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— Significant inputs to the valuation model are unobservable. 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. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock On May 1, 2017, the Company amended its charter and affected a 1-for-4 reverse stock split with respect to all then-outstanding shares of the Company’s common stock. All per share amounts and number of shares in the financial statements and related notes were retroactively restated to reflect the reverse stock split. On June 14, 2017, the Company completed the Offering of our common stock. The Offering resulted in the sale of 2,900,000 shares of our common stock at a price of $19.00 per share. The Company also issued 263,158 shares of common stock at a value of $19.00 per share for a total of $5,000 as partial payment of the redemption of the redeemable preferred member interest in 20 LLC held by Torchlight. Concurrently with the closing of the Offering, the Company issued 157,763 restricted shares of its common stock to the independent directors and certain employees of the Company. The Company has included these shares as issued and outstanding as the shares participate in distributions. The restricted shares are subject to certain vesting provisions, for which the Company is recognizing stock-based compensation expense over the related service period. The Company had 900,000,000 shares of authorized common stock at $0.01 par value, of which 3,652,886 shares were issued and outstanding as of June 30, 2017 and 331,965 shares were issued and outstanding at December 31, 2016. At June 30, 2017, 157,763 of the shares outstanding were restricted shares. Common stockholders have full voting rights and are entitled to one vote per share held and are entitled to receive dividends when and if declared. Dividend payable On June 26, 2017 the Company declared a quarterly cash dividend of $0.375 per share adjusted to reflect the period commencing June 14, 2017, the closing date of the Offering to June 30, 2017. The div idend was paid July 31, 2017 to holders of record as of July 7, 2017. Common Stock Warrants On June 14, 2017 the Company issued warrants to Torchlight to acquire 250,000 shares of the Company’s common stock at a strike price of $23.00 per share. The warrants have a 5 year term. The warrants were accounted for as a liability 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 warrants were recorded at fair value of $140 using the Black-Scholes Valuation Model applying Level 3 inputs. The significant inputs into the model were: exercise price of $23.00, volatility of 20%, an expected dividend yield of 7.5%, a term of 5 years and an annual risk-free interest rate of 1.80%. The volatility of 20% has been determined based on analysis of the five year volatility of a peer group of comparable companies. The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Valuation Model to be materially the same. The fair value of these warrants is remeasured 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 have an expiration date of June 13, 2022. 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 six months ended June 30, 2017. |
Restricted Stock Based Compensa
Restricted Stock Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Restricted Stock Based Compensation | 9. Restricted Stock Based Compensation Concurrently with the closing of the Offering, the Company made grants of restricted shares of our common stock to the independent directors and certain employees of the Company for a total of 157,763 restricted shares that are subject to time-based vesting with an aggregate fair value of $2,997. The awards subject to time-based vesting will vest, subject to the recipient’s continued employment or service on the board, in four and three equal annual installments respectively, on each anniversary of the date of grant. Holders of restricted stock have voting rights and rights to receive dividends. Restricted stock may not be sold, assigned, transferred, pledged or otherwise disposed of and is subject to a risk of forfeiture prior to the expiration of the applicable vesting period. The restricted stock fair value on the date of grant is amortized on a straight-line basis as stock based compensation expense over the service period during which the stock fully vests. Unrecognized stock-based compensation was $2,962 at June 30, 2017 and is expected to be recognized over a weighted average period of app roximately four years. Stock based compensation for the three and six months ended June 30, 2017 and 2016 was $35 and $0, respectively. |
Redeemable Preferred Member Int
Redeemable Preferred Member Interest in Subsidiary | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Redeemable Preferred Member Interest in Subsidiary | 10. Redeemable Preferred Member Interest in Subsidiary On October 17, 2016, and in connection with its refinancing of its Senior Loan with Torchlight, the Company issued Torchlight a 99.5% redeemable preferred member interest in 20 LLC in exchange for $30,553. The redeemable preferred member interest was redeemed in full as of June 14, 2017. The redemption resulted in elimination of the non-controlling interest and an adjustment to equity (deficit) in the amount of $56,795. An adjustment to the redemption price in the first quarter was deemed a non-cash capital contribution in the amount of $1,019. The Company had classified this amount as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity Because the member interest was mandatorily redeemable, the Company concluded that the required redemption of that interest represented a continuing interest in the properties and therefore, the issuance of the redeemable preferred member interest represented a financing of 20 LLC and not a sale of the properties. |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 11. Non-Controlling Interests As discussed in Note 1, and in connection with the refinancing of the Company’s debt on October 17, 2016, the Company established the following subsidiaries: · Plymouth Industrial 20 Financial LLC · Plymouth Industrial 20 LLC, (20 LLC), as parent company and sole member of the 20 individual LLC’s for Properties The ownership interests and managing member or partnership status for each entity is as follows: Plymouth Industrial 20 Financial LLC The REIT through its operating partnership Plymouth Industrial OP, LP is the sole member of Plymouth Industrial 20 Financial LLC. Plymouth Industrial 20 LLC (20 LLC) The REIT through Plymouth Industrial 20 Financial LLC, is the managing member in 20 LLC with a 0.5% ownership interest. An affiliate of Torchlight held the remaining 99.5% interest in 20 LLC. This 99.5% interest was redeemed on June 14, 2017 by the REIT and 20 LLC is now a single member LLC with Plymouth Industrial 20 Financial LLC as the sole member. 20 Individual LLC’s for Properties The individual LLC’s which hold the properties associated with the partnership interests were wholly owned subsidiaries of 20 LLC. The Company considers guidance of ASC 360 and ASC 976, as referenced by ASC 810, for issuance of member interests prior to any deconsolidation of assets. The Company has concluded that the redemption feature of the preferred member interest represents the Company’s obligation to repurchase the ownership interest and therefore, the issuance of the preferred interest is a financing and therefore, the risks and rewards of ownership of the properties have not permanently transferred to Torchlight. In accordance with ASC 810 , Torchlight’s initial investment in 20 LLC consisted of its redeemable preferred member interest of $30,553 along with the non-cash capital contribution of $62,751 associated with the refinancing of the debt. In accordance with ASC 480, the Company presented the redeemable preferred member interest as a liability at December 31, 2016. The proportionate share of the l oss attributed to the non-controlling interest in each of the entities held by Torchlight amount to a $4,674 deficit for the six months ended June 30, 2017 and $2,209 for the three months ended June 30, 2017. In connection with the redemption of the preferred member interest on June 14, 2017 the Company acquired the non-controlling interest. The carrying value of the non-controlling interest amounted to $0 and $60,450 at June 30, 2017 and December 31, 2016, respectively, and is presented in the condensed consolidated statements of changes in equity (deficit). |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. Subsequent Events On July 12, 2017, in connection with the underwriters’ exercise of the overallotment option, the Company issued an additional 160,000 shares of common stock at $19.00 generating additional gross proceeds of approximately $3,040 and approximately $2,817 of net proceeds. On July 20, 2017 the Company acquired a six-property portfolio of Class A and Class B industrial buildings totaling 667,000 square feet in South Bend, Indiana for approximately $26,000 in cash. The buildings are 100% leased to Corporate Services, Inc. (“CSI”) until March 2021. The Company has adopted ASU 2017-01 in the third quarter of 2017 and expects this acquisition will be treated as an asset acquisition. On August 11, 2017 the Company acquired two Class B industrial properties in Indianapolis, Indiana totaling approximately 606,871 square feet for approximately $16,875. The purchase price includes approximately $8,868 in cash, and the issuance of Plymouth’s Operating Partnership units valued at approximately $8,007. The properties located in the Shadeland I-70 Business Park are 94% leased. The largest of the five tenants include Pratt Visual Solutions, and MicroMetl, which combined account for 89% of the space. On August 11, 2017 the Company entered into a $35,000 Senior Secured Revolving Credit Facility(“Facility”) with KeyBank. The proceeds of the Facility will be used for Company acquisitions, tenant improvements, debt repayment (other than 20 LLC indebtedness) and other general corporate purposes other than distributions. The initial maturity date is three years from date of the closing with a one year extension available. The Facility provides for payments of interest only at variable rates and is secured by properties held by our Operating Partnership other than the properties held by 20 LLC. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Segments | 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 | Revenue Recognition and Tenant Receivables and Rental Revenue Components Minimum rental income 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. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At June 30, 2017 and at December 31, 2016 the Company did not recognize an allowance for doubtful accounts. |
Cash Equivalents and Restricted Cash | 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, 2017 and December 31, 2016. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 6, cash held in escrow for real estate tax, insurance and tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of June 30, 2017, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments include cash, accounts receivable, accounts payable and accrued expenses and other current liabilities. The fair values of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair value due to their relatively short maturities. The fair value of the warrant liability included in other liabilities is disclosed in Note 8. |
Debt Issuance Costs | Debt Issuance Costs The Company adopted ASU 2015-03, Interest—Imputation of Interest |
Stock Based Compensation | 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 accounts for its stock-based employee compensation in accordance with ASU 2016-09, Compensation — Stock Compensation Improvements to Employee Share-Based Payment Accounting |
Earnings Per Share | Earnings per Share Basic net loss per share is computed by dividing net loss attributable to Plymouth Industrial REIT, Inc. by the weighted average shares of common stock outstanding for the period, which is also presented on the condensed consolidated statements of operations. 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2016, the FASB issued ASU 2016-09, Stock Compensation – Improvements to Employee Share-Based Payment Accounting, In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business. The ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Key differences between business combinations and asset acquisitions include: Transaction costs are capitalized in an asset acquisition but expensed in a business combination. Identifiable assets, liabilities assumed and any non-controlling interests are generally recognized and measured as of the acquisition date at fair value in a business combination, but are measured by allocating the cost of the acquisition on a relative fair value basis in an asset acquisition. Public business entities should apply the amendments to annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company expects to early adopt ASU 2017-01 for acquisitions which occur subsequent to June 30, 2017. 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 consolidated financial statements upon adoption. |
Nature of Business and Basis of
Nature of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiary of Limited Liability Company or Limited Partnership | Name Relationship Formation Plymouth Industrial REIT, Inc. Parent 2011 Plymouth Industrial OP LP Wholly-owned subsidiary 2011 Plymouth Industrial 20 Financial LLC Wholly-owned subsidiary 2016 Plymouth Industrial 20 LLC (20 LLC) Wholly-owned subsidiary * 2016 20 individual property LLCs Wholly-owned subsidiary * 2014 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Major Customers | 2017 2016 Pier One 12.7% 12.3% Perseus 10.0% 10.2% |
Schedule of Rental Revenue | Period Ended Period Ended June 30, June 30, 2017 2016 Income from leases $ 7,052 $ 6,853 Straight-line rent adjustment 76 158 Reimbursable expenses 2,669 2,491 Amortization of above market leases (89 ) (89 ) Amortization of below market leases 256 267 Total $ 9,964 $ 9,680 |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | June 30, December 31, Land and improvements $ 18,117 $ 18,117 Buildings 110,754 110,142 Site improvements 10,442 10,442 Construction in process 13 385 139,326 139,086 Less accumulated depreciation (19,816 ) (16,027 ) Real estate properties $ 119,510 $ 123,059 |
Deferred Lease Intangibles (Tab
Deferred Lease Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of deferred lease intangibles | Deferred Lease Intangibles June 30, December 31, Above market lease $ 1,122 $ 1,122 Lease in place 14,289 14,289 Tenant relationships 2,068 2,068 Leasing commission 2,606 2,606 Leasing commission after acquisition 263 258 20,348 20,343 Less Accumulated amortization (11,668 ) (9,810 ) Deferred lease intangibles $ 8,680 $ 10,533 Deferred Lease Intangibles - Below Market Leases June 30, December 31, Below market leases $ 2,548 $ 2,548 Less accumulated amortization (1,398 ) (1,143 ) Deferred lease intangibles $ 1,150 $ 1,405 |
Nature of Business and Presenta
Nature of Business and Presentation - Schedule of Subsidiary of Limited Liability Company or Limited Partnership (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Parent Company | Plymouth Industrial REIT, Inc. | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2011 |
Wholly-Owned Subsidiary | Plymouth Industrial OP LP | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2011 |
Wholly-Owned Subsidiary | Plymouth Industrial 20 Financial LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2016 |
Controlling Interest | 20 Individual Property LLCs | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2014 |
Controlling Interest | Plymouth Industrial 20 LLC (20 LLC) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2016 |
Nature of the Business and Ba26
Nature of the Business and Basis of Presentation (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)ft²Integer$ / sharesshares | Jun. 30, 2016USD ($) | |
Number of industrial properties owned | Integer | 20 | ||
Industrial properties acquired, approximate square feet | ft² | 4,000,000 | ||
Common stock issued, value | $ 49,552 | ||
Shares issued in private placement for redemption of redeemable preferred interest, value | 5,000 | $ 0 | |
Proceeds from initial public offering, gross | 55,100 | 0 | |
Redemption of Preferred Member Interest | (20,000) | $ 0 | |
Cash position | $ 32,202 | ||
Initial Public Offering | |||
Common stock issued | shares | 2,900,000 | ||
Common stock issued, per share price | $ / shares | $ 19 | ||
Proceeds from initial public offering, net | $ 51,243 | ||
Underwriting fees for initial public offering | 3,857 | ||
Proceeds from initial public offering, gross | 55,100 | ||
Additional offering costs | $ 1,691 | ||
Over-Allotment Option | Subsequent Event | |||
Common stock issued | shares | 160,000 | ||
Common stock issued, per share price | $ / shares | $ 19 | ||
Proceeds from initial public offering, net | $ 2,817 | ||
Proceeds from initial public offering, gross | $ 3,040 | ||
Private Placement | Torchlight Investors LLC | |||
Common stock issued, per share price | $ / shares | $ 19 | ||
Shares issued in private placement for redemption of redeemable preferred interest, shares | shares | 263,158 | ||
Shares issued in private placement for redemption of redeemable preferred interest, value | $ 5,000 | ||
Redemption of non-controlling interest | 25,000 | ||
Redemption of Preferred Member Interest | $ (20,000) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Revenue by Major Customers (Details) - Customer Concentration Risk | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Perseus | ||
Revenue, Major Customer [Line Items] | ||
Rental revenue, concentration risk | 10.00% | 10.20% |
Pier One | ||
Revenue, Major Customer [Line Items] | ||
Rental revenue, concentration risk | 12.70% | 12.30% |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Income from leases | $ 7,052 | $ 6,853 | ||
Straight-line rent adjustment | 76 | 158 | ||
Reimbursable expenses | 2,669 | 2,491 | ||
Amortization of above market leases | (89) | (89) | ||
Amortization of below market leases | 256 | 267 | ||
Total | $ 5,026 | $ 4,873 | $ 9,964 | $ 9,680 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Debt Issuance Costs | $ 4,799 | $ 4,799 |
Accumulated amortization of debt issuance costs | 520 | 113 |
Unamortized debt issuance costs | $ 4,279 | $ 4,686 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Real Estate [Abstract] | ||
Land and improvements | $ 18,117 | $ 18,117 |
Buildings | 110,754 | 110,142 |
Site improvements | 10,442 | 10,442 |
Construction in process | 13 | 385 |
Real estate properties at cost | 139,326 | 139,086 |
Less accumulated depreciation | (19,816) | (16,027) |
Real estate properties | $ 119,510 | $ 123,059 |
Real Estate Properties (Details
Real Estate Properties (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Real Estate [Abstract] | ||
Depreciation expense | $ 3,789 | $ 3,739 |
Deferred Lease Intangibles - Sc
Deferred Lease Intangibles - Schedule of Deferred Lease Intangibles Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Lease Intangible Assets | ||
Deferred lease intangibles, gross | $ 20,348 | $ 20,343 |
Less accumulated amortization | (11,668) | (9,810) |
Deferred lease intangibles, net | 8,680 | 10,533 |
Below Market Lease | ||
Below market leases | 2,548 | 2,548 |
Less accumulated amortization | (1,398) | (1,143) |
Deferred lease intangibles | 1,150 | 1,405 |
Above Market Leases | ||
Deferred Lease Intangible Assets | ||
Deferred lease intangibles, gross | 1,122 | 1,122 |
Lease in Place | ||
Deferred Lease Intangible Assets | ||
Deferred lease intangibles, gross | 14,289 | 14,289 |
Tenant Relationships | ||
Deferred Lease Intangible Assets | ||
Deferred lease intangibles, gross | 2,068 | 2,068 |
Leasing Commission | ||
Deferred Lease Intangible Assets | ||
Deferred lease intangibles, gross | 2,606 | 2,606 |
Leasing Commission after Acquisition | ||
Deferred Lease Intangible Assets | ||
Deferred lease intangibles, gross | $ 263 | $ 258 |
Deferred Lease Intangibles (Det
Deferred Lease Intangibles (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of above and below market leases | $ 166 | $ 178 |
Amortization of other lease intangibles included in depreciation and amortization | $ 1,769 | $ 2,173 |
Investment in Real Estate Joi34
Investment in Real Estate Joint Venture (Details Narrative) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2013USD ($)ft² | Jun. 30, 2017ft² | |
Property area (square feet) | ft² | 4,000,000 | ||
TCG 5400 FIB LP | |||
Ownership percentage | 50.30% | ||
Property area (square feet) | ft² | 682,750 | ||
Purchase price for the equity interest acquired | $ 3,900 | ||
Proceeds from sale of equity method investments | $ 5,582 | ||
Gain from sale of equity method investments | $ 2,846 |
Borrowing Arrangements (Details
Borrowing Arrangements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2014 | |
Senior secured debt, net | $ 116,402 | $ 116,053 | ||
Unamortized debt issuance expense | 4,279 | 4,686 | ||
Deferred interest | 200 | 207 | ||
Proceeds from mezzanine loan | 29,319 | 29,262 | ||
Redeemable preferred member interest | 31,043 | |||
Value of consideration transferred | $ 1,019 | $ 0 | ||
Acquisition of shares, not issued | 250,000 | |||
Price per share to acquire shares | $ 23 | |||
Senior Notes | ||||
Senior secured loan, maximum borrowing capacity | $ 192,000 | |||
Senior Notes | AIG Asset Management (AIG Loan) | ||||
Carrying value of senior loan | $ 120,000 | 120,000 | ||
Senior secured debt, net | 116,402 | 116,053 | ||
Unamortized debt issuance expense | $ 3,598 | $ 3,947 | ||
Maturity date description | Seven-year term | Seven-year term | ||
Interest rate | 4.08% | 4.08% | ||
Payment term, description | Monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. | Monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. | ||
Collateral, description | Secured by first lien mortgages on all of the 20 properties. | Secured by first lien mortgages on all of the 20 properties. | ||
Covenant, description | The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensom agreements. | The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensom agreements. | ||
Senior Notes | Plymouth Industrial 20 LLC (20 LLC) | ||||
Proceeds from issuance of secured debt | $ 120,000 | |||
Refinancing of senior secured loan, description | On October 17, 2016, the Company refinanced its Senior Loan with Torchlight. The Company, through its newly created subsidiary 20 LLC, borrowed $120,000 in the form of a senior secured loan from investment entities managed by AIG Asset Management. The Company used the net proceeds of these borrowings to reduce the Senior Loan with Torchlight. The Company, through 20 LLC, issued a mezzanine term loan in the amount of $30,000 to an investment fund controlled by Torchlight, in satisfaction of $30,000 of the Senior loan with Torchlight. The Company, through 20 LLC, issued a 99.5% redeemable preferred member interest in 20 LLC in the amount of $30,553 to an affiliate of Torchlight in satisfaction of the $30,553 of the Senior loan with Torchlight. | |||
Repayments of debt | $ 114,447 | |||
Proceeds from mezzanine loan | 30,000 | |||
Repayment of senior secured debt | $ 30,000 | |||
Redeemable preferred member interest, percent | 99.50% | |||
Redeemable preferred member interest | $ 30,553 | |||
Redeemable preferred member interest, payment to satisfy senior loan with Torchlight | 30,553 | |||
Capital contribution | 62,751 | |||
Value of consideration transferred | 175,000 | |||
Senior Notes | Torchlight Investors LLC | ||||
Carrying value of senior loan | 237,751 | |||
Acquisition of shares, not issued | 250,000 | |||
Price per share to acquire shares | $ 23 | |||
Term of warrants issued | 5 years | |||
Mezzanine Loan | ||||
Proceeds from issuance of secured debt | 30,000 | |||
Unamortized debt issuance expense | $ 681 | $ 738 | ||
Maturity date | Oct. 17, 2023 | |||
Interest rate | 15.00% | |||
Interest rate description | 7% is paid currently during the first four years of the term and 10% is paid for the remainder of the term. | |||
Deferred interest | 200 | $ 207 | ||
Proceeds from mezzanine loan | $ 29,319 | $ 29,262 | ||
Collateral, description | Pledges of the equity interest in 20 LLC and each of its property-owning subsidiaries. |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Reverse stock split | The Company amended its charter and affected a 1-for-4 reverse stock split with respect to all then-outstanding shares of the Company's common stock. All per share amounts and number of shares in the financial statements and related notes were retroactively restated to reflect the reverse stock split. | |||
Common stock issued, value | $ 49,552 | |||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 3,652,886 | 331,965 | ||
Common stock, shares outstanding | 3,652,886 | 331,965 | ||
Shares issued in private placement for redemption of redeemable preferred interest, value | $ 5,000 | $ 0 | ||
Cash dividend, declared, date to be paid | Jul. 31, 2017 | |||
Warrants issued | 250,000 | |||
Subsequent Event | Dividends Paid | ||||
Cash dividends paid, per share | $ 0.375 | |||
Torchlight Investors LLC | Senior Notes | ||||
Warrants issued | 250,000 | |||
Term of warrants issued | 5 years | |||
Fair value assumptions, methods used | Black-Scholes Valuation Model | |||
Fair value of warrants issued | $ 140 | |||
Fair value of exercise price | $ 23 | |||
Expected volatility | 20.00% | |||
Expected dividend yield | 7.50% | |||
Expected term | 5 years | |||
Annual risk-free interest rate | 1.80% | |||
Initial Public Offering | ||||
Common stock issued | 2,900,000 | |||
Common stock issued, per share price | $ 19 | |||
Cash dividend, declared | 0.375 | |||
Private Placement | Torchlight Investors LLC | ||||
Common stock issued, per share price | $ 19 | |||
Shares issued in private placement for redemption of redeemable preferred interest, shares | 263,158 | |||
Shares issued in private placement for redemption of redeemable preferred interest, value | $ 5,000 | |||
Independent Directors and Certain Employees | ||||
Restricted shares issued | 157,763 |
Restricted Stock Based Compen37
Restricted Stock Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restricted shares issued, value | $ 0 | |||
Unrecognized stock-based compensation | $ 2,962 | $ 2,962 | ||
Unrecognized stock-based compensation, period for recognition | 4 years | |||
Stock based compensation | $ 35 | $ 0 | $ 35 | $ 0 |
Independent Directors and Certain Employees | ||||
Restricted shares issued | 157,763 | |||
Restricted shares issued, value | $ 2,997 | |||
Vesting rights, description | The awards subject to time-based vesting will vest, subject to the recipient's continued employment or service on the board, in four and three equal annual installments respectively, on each anniversary of the date of grant. |
Redeemable Preferred Member I38
Redeemable Preferred Member Interest in Subsidiary (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Redeemable preferred member interest | $ 31,043 | ||
Redemption of non-controlling interest related to preferred interest | 56,795 | $ 0 | |
Non cash capital contribution by investor related to adjustment of Redemption Price of redeemable preferred interest | $ 1,019 | $ 0 | |
Senior Notes | Plymouth Industrial 20 LLC (20 LLC) | |||
Redeemable preferred member interest, percent | 99.50% | ||
Redeemable preferred member interest | $ 30,553 | ||
Non cash capital contribution by investor related to adjustment of Redemption Price of redeemable preferred interest | $ 175,000 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Redeemable preferred member interest | $ 31,043 | ||||
Net loss attributable to non-controlling interest | (2,209) | $ 0 | (4,674) | $ 0 | |
Non-controlling interest | $ 0 | $ 0 | $ 60,450 | ||
Wholly-Owned Subsidiary | Plymouth Industrial 20 Financial LLC | |||||
Ownership interest, by parent | 0.50% | 0.50% | |||
Ownership interest, non-controlling interest | 99.50% | 99.50% | |||
Redeemable preferred member interest | $ 30,553 | $ 30,553 | |||
Non-cash capital contribution | $ 62,751 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) $ / shares in Units, $ in Thousands | Aug. 11, 2017USD ($)ft² | Jul. 31, 2017USD ($)ft²$ / sharesshares | Jun. 30, 2017USD ($)ft² | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Subsequent Event [Line Items] | ||||||
Proceeds from initial public offering, gross | $ 55,100 | $ 0 | ||||
Acquisition of industrial buildings | $ 139,326 | $ 139,086 | ||||
Industrial properties acquired, approximate square feet | ft² | 4,000,000 | |||||
Subsequent Event | Revolving Credit Facility | KeyBank | ||||||
Subsequent Event [Line Items] | ||||||
Senior secured revolving credit facility | $ 35,000 | |||||
Revolving credit facility, initial maturity date | 3 years | |||||
Subsequent Event | Class A and Class B Industrial Buildings | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition of industrial buildings | $ 26,000 | |||||
Industrial properties acquired, approximate square feet | ft² | [1] | 667,000 | ||||
Term of lease | 3 years 8 months | |||||
Subsequent Event | Class B Industrial Properties | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition of industrial buildings | $ 16,875 | |||||
Industrial properties acquired, approximate square feet | ft² | [2] | 606,871 | ||||
Payments to acquire commercial real estate | $ 8,868 | |||||
Issuance of operating partnership units | $ 8,007 | |||||
Subsequent Event | Over-Allotment Option | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issued | shares | 160,000 | |||||
Common stock issued, per share price | $ / shares | $ 19 | |||||
Proceeds from initial public offering, gross | $ 3,040 | |||||
Proceeds from initial public offering, net | $ 2,817 | |||||
[1] | The buildings are 100% leased to Corporate Services, Inc. | |||||
[2] | The properties located in the Shadeland I-70 Business Park are 94% leased and the largest of the five tenants include Pratt Visual Solutions and MicroMetl, which combined account for 89% of the space. |