Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 4,821,876 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Real estate properties | $ 347,065 | $ 303,402 |
Less Accumulated depreciation | (36,830) | (25,013) |
Real estate properties, net | 310,235 | 278,389 |
Cash | 5,966 | 12,915 |
Cash held in escrow | 3,875 | 5,074 |
Restricted cash | 1,716 | 1,174 |
Deferred lease intangibles, net | 25,057 | 27,619 |
Other assets | 6,409 | 4,782 |
Total assets | 353,258 | 329,953 |
Liabilities | ||
Secured debt, net | 245,627 | 195,431 |
Mezzanine debt, net | 29,364 | |
Borrowings under line of credit, net | 35,133 | 20,837 |
Deferred interest | 1,357 | |
Accounts payable, accrued expenses and other liabilities | 17,101 | 16,015 |
Deferred lease intangibles, net | 6,439 | 6,807 |
Total liabilities | 304,300 | 269,811 |
Commitments and contingencies | ||
Preferred stock, Series A; $0.01 par value; 100,000,000 shares authorized; 2,040,000 shares issued and outstanding (aggregate liquidation preference of $51,000) | 48,868 | 48,931 |
Plymouth Industrial REIT, Inc. Stockholders' Equity (Deficit) | ||
Common stock, $0.01 par value; 900,000,000 shares authorized; 4,821,876 and 3,819,201 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 49 | 39 |
Additional paid-in capital | 129,392 | 123,270 |
Accumulated deficit | (134,283) | (119,213) |
Total stockholders' equity (deficit) | (4,842) | 4,096 |
Non-controlling interest | 4,932 | 7,115 |
Total equity (deficit) | 90 | 11,211 |
Total liabilities, Series A preferred stock and equity (deficit) | $ 353,258 | $ 329,953 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 4,821,876 | 3,819,201 |
Common stock, shares outstanding | 4,821,876 | 3,819,201 |
Series A Preferred Stock | ||
Preferred stock, Series A, par value | $ 0.01 | $ 0.01 |
Preferred stock, Series A, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, Series A, shares issued | 2,040,000 | 2,040,000 |
Preferred stock, Series A, shares outstanding | 2,040,000 | 2,040,000 |
Preferred stock, Series A, liquidation preference | $ 51,000 | $ 51,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Rental revenue | $ 8,742 | $ 4,698 | $ 26,245 | $ 11,994 |
Tenant recoveries | 2,906 | 1,744 | 8,809 | 4,413 |
Other revenue | 5 | 224 | 526 | 226 |
Total revenues | 11,653 | 6,666 | 35,580 | 16,633 |
Operating expenses | ||||
Property | 4,349 | 2,159 | 12,589 | 5,084 |
Depreciation and amortization | 6,249 | 3,499 | 19,235 | 9,056 |
General and Administrative | 1,394 | 1,224 | 4,299 | 3,159 |
Acquisition costs | 4 | 86 | ||
Total operating expenses | 11,992 | 6,886 | 36,123 | 17,385 |
Operating (loss)/income | (339) | (220) | (543) | (752) |
Other expense: | ||||
Interest expense | (3,575) | (2,619) | (11,777) | (8,362) |
Loss on debt extinguishment | (804) | (4,405) | ||
Total other expense | (4,379) | (2,619) | (16,182) | (8,362) |
Net loss | (4,718) | (2,839) | (16,725) | (9,114) |
Less: loss attributable to non-controlling interest | (417) | (157) | (1,709) | (4,831) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (4,301) | (2,682) | (15,016) | (4,283) |
Less: Series A preferred stock dividends | 956 | 2,868 | ||
Less: amount allocated to participating securities | 48 | 155 | ||
Net loss attributable to common stockholders | $ (5,305) | $ (2,682) | $ (18,039) | $ (4,283) |
Net loss per share attributable to common stockholders | $ (1.22) | $ (0.74) | $ (4.74) | $ (2.61) |
Weighted-average common shares outstanding basic and diluted | 4,350,687 | 3,636,023 | 3,801,900 | 1,642,394 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Preferred Stock and Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Stockholders' Equity (Deficit) | Non-controlling Interest | Total |
Beginning balance, shares at Dec. 31, 2017 | 2,040,000 | 3,819,201 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 48,931 | $ 39 | $ 123,270 | $ (119,213) | $ 4,096 | $ 7,115 | $ 11,211 |
Series A Preferred stock offering costs | $ (63) | ||||||
Net proceeds from common stock, shares | 1,262,833 | ||||||
Net proceeds from common stock, value | $ 13 | 17,860 | 17,873 | 17,873 | |||
Stock based compensation | 602 | 602 | 602 | ||||
Repurchase and retirement of common stock, shares | (263,158) | ||||||
Repurchase and retirement of common stock, value | $ (3) | (4,997) | (54) | (5,054) | (5,054) | ||
Restricted shares issued | 3,000 | ||||||
Dividends and distributions | (7,343) | (7,343) | (474) | (7,817) | |||
Net loss | (15,016) | (15,016) | (1,709) | (16,725) | |||
Ending balance, shares at Sep. 30, 2018 | 2,040,000 | 4,821,876 | |||||
Ending balance, value at Sep. 30, 2018 | $ 48,868 | $ 49 | $ 129,392 | $ (134,283) | $ (4,842) | $ 4,932 | $ 90 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net loss | $ (16,725) | $ (9,114) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 19,235 | 9,056 |
Straight line rent adjustment | (925) | (108) |
Intangible amortization in rental revenue , net | (964) | (256) |
Loss on debt extinguishment | 4,405 | |
Accretion of interest and deferred interest | 1,834 | 1,240 |
Change in fair value of warrant derivative | (48) | 32 |
Stock based compensation | 602 | 243 |
Gain on sale of investment in joint venture | (224) | |
Changes in operating assets and liabilities: | ||
Other assets | (702) | (225) |
Deferred leasing costs | (697) | (69) |
Accounts payable, accrued expenses and other liabilities | (270) | (270) |
Net cash provided by operating activities | 5,745 | 305 |
Investing activities | ||
Acquisition of properties | (44,159) | (49,801) |
Real estate improvements | (2,488) | (681) |
Proceeds from sale of investment in joint venture | 224 | |
Net cash used in investing activities | (46,647) | (50,258) |
Financing activities | ||
Redemption of non-controlling interest | (25,582) | |
Net proceeds from common stock | 17,873 | 53,117 |
Additional offering costs of preferred stock | (63) | |
Proceeds from issuance of secured debt | 135,200 | |
Repayment of secured debt | (84,330) | |
Repayment of mezzanine debt | (34,682) | |
Proceeds from credit facility | 45,225 | 23,825 |
Repayment of credit facility | (31,000) | |
Debt issuance costs | (2,667) | (553) |
Repurchase of common stock | (5,054) | |
Dividends paid | (7,206) | (237) |
Net cash provided by financing activities | 33,296 | 50,570 |
Net change in cash, cash equivalents and retricted cash | (7,606) | 617 |
Cash, cash equivalents and retricted cash at beginning of period | 19,163 | 10,201 |
Cash, cash equivalents and retricted cash at end of period | 11,557 | 10,818 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | 9,943 | 7,122 |
Supplemental Non-cash Financing and Investing Activities: | ||
Non cash capital contribution by investor related to adjustment of Redemption Price of redeemable preferred interest | 1,019 | |
Offering costs included in accounts payable, accrued expenses and other liabilities | 558 | |
Shares issued in Private Placement for Redemption of Redeemable Preferred Interest | 5,000 | |
Redemption of non-controlling interest related to preferred interest | 56,795 | |
Warrants issued | 140 | |
Dividends declared included in dividends payable | 2,764 | 1,430 |
Distributions payable to non-controlling interest holder | 158 | 88 |
Issuance of partnership units in exchange for acquisition of property | 8,007 | |
Fixed asset acquisitions included in accounts payable, accrued expenses and other liabilities | 124 | 630 |
Deferred leasing costs included in accounts payable, accrued expenses and other liabilities | $ 455 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
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 structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets and conducts substantially all of its business through its operating partnership, Plymouth Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company, as general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities, and results of operations of the Operating Partnership. As of September 30, 2018 and December 31, 2017, the Company owned a 92.0% and 90.5%, respectively, common equity interest in the Operating Partnership. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company focuses 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 September 30, 2018, the Company, through its subsidiaries, owns 52 industrial properties comprising approximately 9.9 million square feet. The Company completed its initial listed public offering (IPO) of common stock (Offering) on June 14, 2017, which resulted in the issuance of 3,060,000 shares of common stock, including 160,000 shares of common stock issued to cover the underwriters’ over-allotment. The Company utilized a portion of the proceeds from the Offering to redeem $20,000 of the $25,000 non-controlling interest held by an affiliate of Torchlight Investors, LLC (“Torchlight”). The Company issued 263,158 shares at $19.00 per share in a private placement to an affiliate of Torchlight, which occurred contemporaneously with the Offering, for the redemption of the remaining $5,000 portion of the non-controlling interest. On March 29, 2018, the Company repurchased and retired the 263,158 shares of common stock owned by an affiliate of Torchlight in a privately negotiated transaction at a purchase price of $19.00 per share, or $5,000 in the aggregate. Equity Offering On July 23, 2018, the Company completed a follow-on public offering of 1,262,833 shares of common stock, including 160,369 shares of common stock issued upon exercise of the underwriters’ overallotment option, resulting in net proceeds of approximately $17,873. The Company contributed the net proceeds of this offering to the Operating Partnership in exchange for 1,262,833 OP Units, and the Operating Partnership used the net proceeds of the public offering to acquire additional industrial properties, working capital purposes and other general purposes. ATM Program On July 30, 2018, the Company and Operating Partnership filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) registering an aggregate of $500,000 of securities, consisting of an indeterminate amount of common stock, preferred stock, depository shares, warrants, rights to purchase our common stock and debt securities. On August 24, 2018, the Company entered into a distribution agreement with D.A. Davidson & Co., KeyBanc Capital Markets and National Securities Corporation (the “Agents”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000 through an “at-the-market equity offering programs (the “ATM program”). As of September 30, 2018, the Company has not sold any securities under the ATM Program. Liquidity and Going Concern The accompanying condensed consolidated 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 believes the cash on hand at September 30, 2018, available borrowings under its line of credit and cash expected to be provided by future operating activities will provide sufficient liquidity for it to operate through at least twelve months from the filing of this Form 10-Q. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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, 2017 and 2016. Additional information regarding the Company’s significant accounting policies related to the accompanying interim financial statements is as follows: Basis of Presentation The Company’s interim condensed consolidated financial statements include the accounts of the Company, and those of its wholly-owned subsidiaries and controlling interests. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. 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, 2017 and 2016 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on March 8, 2018. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets or business acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrant liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions. 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 September 30, 2018 and December 31, 2017, the Company did not recognize an allowance for doubtful accounts. The Company did not have any bad debt expense or write-offs during the nine months ended September 30, 2018 and 2017. The Company includes accounts receivable and straight line rent receivables within other assets in the balance sheet. For the nine months ended September 30, 2018 and 2017, 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. Rental revenue and tenant recoveries is comprised of the following: Period Ended Period Ended September 30, September 30, 2018 2017 Income from lease $ 24,356 11,630 Straight-line rent adjustment 925 108 Reimbursable expenses 8,809 4,413 Amortization of above market leases (402 ) (163 ) Amortization of below market leases 1,366 419 Total $ 35,054 $ 16,407 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 September 30, 2018 and December 31, 2017. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, 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 September 30, 2018, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within our condensed consolidated balance sheet to amounts reported within our condensed consolidated statement of cash flows: September 30, December 31, 2018 2017 Cash and cash equivalents as presented on balance sheet $ 5,966 $ 12,915 Cash held in escrow as presented on balance sheet 3,875 5,074 Restricted cash as presented on balance sheet 1,716 1,174 Cash, cash equivalents and restricted cash as presented on cash flow statement $ 11,557 $ 19,163 Fair Value of Financial Instruments The Company applies various valuation approaches in determining the fair value of its financial assets and liabilities within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1— 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. Level 2 inputs such as interest rates and credit spreads, are applied in determining the fair value of the interest rate cap in the amount of $0 at September 30, 2018. Level 3 inputs are applied in determining the fair value of warrants to purchase common stock in the amount of $112 and $160 at September 30, 2018 and December 31, 2017, respectively, as discussed in Note 6. Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, senior secured debt, line of credit, accounts payable and accrued expenses and other current liabilities. The values of these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Debt Issuance Costs Debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. Debt issuance costs amounted to $7,120 and $6,475 at September 30, 2018 and December 31, 2017, respectively, and related accumulated amortization amounted to $1,660 and $982 at September 30, 2018 and December 31, 2017, respectively. Unamortized debt issuance costs amounted to $5,460 and $5,493 at September 30, 2018 and December 31, 2017, 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 September 30, 2018 and 2017. Derivative Instrument The Company uses an interest rate cap as a derivative instrument to manage interest rate risk and is recognized on the balance sheet at fair value. The interest rate cap is not designated as a hedging instrument and changes in fair value is mark to market through earnings. The input values used in the fair value measurement of the interest rate cap were obtained using quoted market prices for similar assets in markets that are not active and therefore are, classified as Level 2 under the fair value hierarchy. The fair value of the interest rate cap is estimated based on discounting future cash flows interest rates that management believes reflect the risks associated with debt instruments of similar risk and duration. Earnings per Share The Company follows the two-class method when computing net loss per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), as amended by ASU 2018-10, which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply as well as transition guidance specific to nonstandard leasing transactions. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations, and plans to adopt this standard effective January 1, 2019. At September 30, 2018, the Company has one office space lease that will require us to measure and record a right-of-use asset and a lease liability upon adoption of the standard. The Company is in the process of evaluating the impact of this pronouncement on our condensed consolidated financial statements. In September 30, 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new standard will be effective beginning January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-07 will have on its results of operations. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). This guidance is intended to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be considered “not indexed to an entity’s own stock” and therefore accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. Down round features are most often found in warrants and conversion options embedded in debt or preferred equity instruments. In addition, the guidance re-characterized the indefinite deferral of certain provisions on distinguishing liabilities from equity to a scope exception with no accounting effect. This guidance becomes effective January 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2017-11 will have on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements. |
Real Estate Properties
Real Estate Properties | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Properties | 3. Real Estate Properties Real estate properties consisted of the following at September 30, 2018 and December 31, 2017: September 30, December 31, 2018 2017 Land and improvements $ 66,563 $ 59,797 Buildings 255,749 221,175 Site improvements 24,362 21,489 Construction in process 391 941 347,065 303,402 Less accumulated depreciation (36,830 ) (25,013 ) Real estate properties $ 310,235 $ 278,389 Depreciation expense was $11,817 and $6,067 for the nine months ended September 30, 2018 and 2017, respectively. |
Acquisition of Properties
Acquisition of Properties | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Properties | 4. Acquisition of Properties The Company made the following acquisitions of properties during the nine months ended September 30, 2018: On April 9, 2018, the Company acquired a two-property portfolio of industrial properties, consisting of approximately 270,000 square feet, located in Chicago, Illinois for an aggregate purchase price of approximately $15,675. The buildings are 100% leased as of September 30, 2018. On September 27, 2018, the Company acquired an industrial property, consisting of approximately 400,000 square feet, located in Cleveland, Ohio for an aggregate purchase price of approximately $27,000. The property is 100% leased as of September 30, 2018. The allocation of the aggregate purchase price in accordance with Financial Accounting Standards Board, (FASB), ASU 2017-01 (Topic 805) “Business Combinations,” of the assets and liabilities acquired at their relative fair values as of their acquisition date, is as follows: Purchase Price Total Purchase Price Purchase price $ 42,675 Acquisition costs 529 Additional acquisition costs from MWG portfolio 955 Total $ 44,159 Allocation of Purchase Price Land $ 6,242 Building 32,096 Site improvements 2,712 Total real estate properties 41,050 Deferred lease intangibles Tenant relationships 394 Leasing commissions 1,017 Lease in place value 2,696 Total deferred lease intangibles 4,107 Deferred lease intangibles- Below market lease value (998 ) Totals $ 44,159 Acquisitions completed during the nine months ended September 30, 2018 were accounted for as asset acquisitions in accordance to Topic 805. |
Borrowing Arrangements
Borrowing Arrangements | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 5. Borrowing Arrangements AIG Loan Certain indirect subsidiaries of the Operating Partnership have entered into a senior secured loan agreement with investment entities managed by AIG Asset Management (the “AIG Loan”). As of September 30, 2018 and December 31, 2017, 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 maturing in October, 2023. 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 the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC (see Note 8). The obligations under the AIG Loan are also guaranteed in certain circumstances by the Company and certain of the 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 at September 30, 2018. 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 $117,021 and $116,700, net of $2,979 and $3,300 of unamortized debt issuance costs at September 30, 2018 and December 31, 2017, respectively. Minnesota Life Loan On April 30, 2018, certain subsidiaries of our operating partnership entered into a secured loan agreement with Minnesota Life Insurance Company, or the Minnesota Life Loan, in the original principal amount of $21,500. The Minnesota Life Loan bears interest at 3.78% per annum and has a ten-year term, maturing on May 1, 2028. The Minnesota Life Loan provides for monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. The borrowings under the Minnesota Life Loan are secured by first lien mortgages on seven of the Company’s properties. The Minnesota Life Loan contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. In the event of a default by the Borrowers, the agent may declare all obligations under the Minnesota Life Loan immediately due and payable and enforce any and all rights of the lender or the agent under the Minnesota Life Loan and related documents. The Company is in compliance with the respective covenants at September 30, 2018. Borrowings outstanding amounted to $21,124, net of $376 of unamortized debt issuance costs at September 30, 2018. KeyBank Term Loan On May 23, 2018, the Company entered into a loan agreement with KeyBank National Association, or KeyBank, for a senior secured term loan (“KeyBank Term Loan”). The KeyBank Term Loan provides for a loan of $35,700 and matures on the earlier of (1) August 11, 2021 or (2) the date KeyBank ceases to serve as administrative agent under the KeyBank Credit Agreement. The KeyBank Term Loan bears interest, at the Company’s option, at either (1) LIBOR plus 7% or (2) KeyBank’s base rate plus 6%. Interest at September 30, 2018 was based on LIBOR plus 7%. At September 30, 2018 the one-month LIBOR was 2.26%. The KeyBank Term Loan is secured by, among other things, pledges of the equity interests in Plymouth Industrial 20 and each of its property owning subsidiaries. The KeyBank Term Loan required us to use the net proceeds from the KeyBank Term Loan to repay the Torchlight Mezzanine Loan. The repayment of the Torchlight Mezzanine Loan was completed May 24, 2018. The KeyBank Term Loan contains customary affirmative and negative covenants for term loans of this type, including limitations with respect to mergers, dispositions of assets, change of management or change of control and transactions with affiliates. The KeyBank Term Loan requires us to apply an amount equal to 25% of the net proceeds from any additional equity raised by the Company to the repayment of the KeyBank Term Loan. As of September 30, 2018, the Company has repaid $4,530 of the KeyBank Term Loan from the net proceeds of equity offerings. The KeyBank Term Loan contains financial covenants that will require us to limit our total leverage to 72.5% of our aggregate assets for the next 18 months and thereafter reduce our total leverage ratio to 70%. The KeyBank Term Loan also requires us to maintain a fixed charge coverage ratio of 1.25 to 1 and a debt service coverage ratio of 1.50 to 1. In the event of a default by the Borrowers, the agent may declare all obligations under the KeyBank Term Loan immediately due and payable and enforce any and all rights of the lender or the agent under the KeyBank Term Loan and related documents. The Company is in compliance with the respective covenants at September 30, 2018. Borrowings outstanding amounted to $30,520, net of $650 of unamortized debt issuance costs at September 30, 2018. Transamerica Loan On July 10, 2018, certain wholly-owned subsidiaries (the “Borrowers”) of Plymouth Industrial REIT, Inc. (the “Company”) entered into a loan agreement (the “Transamerica Loan”) with Transamerica Life Insurance Company providing for commercial mortgage loans to the Borrowers in the aggregate principal amount of $78,000. The Transamerica Loan matures on August 1, 2028 and bears interest at the fixed rate of 4.35% per annum. The promissory notes (the “Notes”) evidencing the Transamerica Loan require the Borrowers to make monthly interest-only payments through August 2019 and thereafter the Transamerica Loan requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers’ final payments on the Transamerica Loan, due on the maturity date, shall include all outstanding principal and accrued and unpaid interest. The Borrowers may repay the Transamerica Loan at any time following the first twelve full calendar months of the Transamerica Loan’s term, subject to paying a premium equal to the greater of (a) 1% of the prepayment amount and (b) the “Yield Protection Amount,” as defined in the Notes. The Transamerica Loan and the Notes contain customary events of default, including non-payment of principal or interest and bankruptcy. Any default under the Transamerica Loan or any Note will constitute a default under each of the other Notes. Each Borrower has guaranteed the payment obligations of all the other Borrowers under the Notes. Borrowings outstanding amounted to $76,962, net of $1,038 of unamortized debt issuance costs at September 30, 2018. Repayment of MWG Loan On November 30, 2017, certain indirect subsidiaries entered into a loan Agreement with Special Situations Investing Group II, LLC, (“MWG Loan”) which was scheduled to mature on November 30, 2019 with interest rate per annum equal to LIBOR plus 3.10%. On July 10, 2018, the Company used the proceeds of the Transamerica Loan, along with additional working capital, to repay in full the loan the MWG Loan. The Company recognized a $804 loss on extinguishment of debt at the time of the repayment to reflect the write off of unamortized deferred financing fees. As part of the MWG Loan, in April, 2018, the Company entered into an interest rate cap agreement. The interest rate cap agreement remains in effect through the maturity date, December 1, 2019. No key terms or conditions relating to the interest rate cap agreement were changed as a result of the repayment of the MWG Loan. The interest rate cap is recorded at fair value based upon an independent third-party valuation source. The fair value of the interest rate cap agreement was $0 at September 30, 2018. Line of Credit Agreement On August 11, 2017 the Company’s operating partnership entered into a secured line of credit agreement (Line of Credit Agreement) with KeyBank National Association, or KeyBank and the other lenders, which matures in August 2020 with an optional extension through August 2021, subject to certain conditions. Borrowings under the Line of Credit Agreement bear interest at either (1) the base rate (determined from the highest of (a) KeyBank’s prime rate, (b) the federal funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0%) or (2) LIBOR, plus, in either case, a spread between 250 and 300 basis points depending on our total leverage ratio. On March 8, 2018, the Company entered into an Increase Agreement to our Line of Credit Agreement with KeyBank National Association to increase our revolving credit facility to $45,000. All other terms of the Line of Credit Agreement remained unchanged. The Line of Credit Agreement, consistent with the KeyBank Term Loan covenants, requires the Company to maintain certain coverage and leverage ratios and certain amounts of minimum net worth as well meet certain affirmative and negative covenants for credit facilities of this type, including limitations with respect to use of proceeds, indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Company is in compliance with all covenants at September 30, 2018. The Line of Credit Agreement is secured by certain assets of the Company’s operating partnership and certain of its subsidiaries and includes a Company’s guarantee for the payment of all indebtedness under the Line of Credit Agreement. Borrowings outstanding amounted to $35,133 and $20,837, net of unamortized debt issuance costs of $417 and $488 at September 30, 2018 and December 31, 2017, respectively. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock Common Stock Warrants On June 14, 2017, the Company issued warrants to an affiliate of Torchlight to acquire 250,000 shares of the Company’s common stock at a strike price of $23.00 per share, which expire in 2022. As a result of the Company’s follow-on public offering completed during the third quarter of 2018, the outstanding warrants have increased to 273,004 shares at a strike price of $21.06 per share. The warrants are 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 fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. A roll-forward of the warrants is as follows: Balance at January 1, 2018 $ 160 Change in fair value (48 ) Balance at September 30, 2018 $ 112 The warrants in the amount of $112 at September 30, 2018 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $21.06, volatility of 17.6%, an expected annual dividend of $1.50, a term of 3.75 years and an annual risk-free interest rate of 2.71%. The warrants in the amount of $160 at December 31, 2017 were determined using a Monte-Carlo option pricing model, whose significant inputs into the model were volatility of 18.9%, an expected dividend yield of 7.5%, a term of 4.4 years and an annual risk-free interest rate of 2.15%. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. The warrants 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 nine months ended September 30, 2018. Repurchase of Common Stock On March 29, 2018, the Company repurchased and retired the 263,158 shares of common stock owned by an affiliate of Torchlight in a privately negotiated transaction at a purchase price of $19.00 per share, or $5,000 in the aggregate. In conjunction with the repurchase, the Company amended the Stockholders Agreement with Torchlight to terminate all rights under the agreement other than customary registration rights related to shares of our common stock that may be issued upon the exercise of the warrants held by an affiliate of Torchlight. Common Stock Dividends The following table sets forth the common stock distributions that were declared or paid during the nine months ended September 30, 2018 and the year ended December 31, 2017. The Company did not declare or pay any distributions during 2016 or in 2017 prior to completion of the Offering. Cash Dividends Aggregate 2018 First quarter $ 0.3750 $ 1,334 Second quarter $ 0.3750 $ 1,334 Third quarter $ 0.3750 $ 1,807 2017 Second quarter (commencing June 14, 2017 to September 30, 2017) $ 0.0650 $ 238 Third quarter $ 0.3750 $ 1,430 Fourth quarter $ 0.3750 $ 1,430 |
Series A Preferred Stock
Series A Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Series A Preferred Stock | 7. Series A Preferred Stock The table below sets forth the Company’s outstanding preferred stock issuances as of September 30, 2018: Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Interest Rate 7.5% Series A Preferred Stock 10/25/2017 2,040,000 $ 25 7.5% The following table sets forth the 7.5% Series A preferred stock distributions that were declared or paid during the nine months ended September 30, 2018 and the year ended December 31, 2017. The Company did not pay any dividends prior to the closing of the offering of its Series A Preferred Stock on October 25, 2017. Cash Dividends Aggregate 2018 First quarter $ 0.46875 $ 956 Second quarter $ 0.46875 $ 956 Third quarter $ 0.46875 $ 956 2017 Fourth quarter (commencing October 25, 2017 to December 31, 2017) $ 0.3542 $ 723 |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 8. Non-Controlling Interests Non-controlling Interests Previously Held by Torchlight 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 The REIT, through its Operating Partnership, is the sole member of Plymouth Industrial 20 Financial LLC. Plymouth Industrial 20 LLC (20 LLC) For the period October 17, 2016 to June 13, 2017, the REIT through Plymouth Industrial 20 Financial LLC, was 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. The proportionate share of the loss attributed to the non-controlling interest held by Torchlight was $4,674 for the nine months ended September 30, 2017, and $0 for the nine months ended September 30, 2018. 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 2017 was deemed a non-cash capital contribution in the amount of $1,019. Operating Partnership Units Acquisitions In connection with the acquisition of the Shadeland Portfolio on August 11, 2017, the Company, through is Operating Partnership issued 421,438 Operating Partnership Units (“OP Units”) at $19.00 per OP Unit for a total of approximately $8,007 to the former owners of the Shadeland Portfolio. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The proportionate share of the loss attributed to the partnership units was $417 and $157 for the three months ending September 30, 2018 and 2017, respectively, and $1,709 and $157 for the nine months ending September 30, 2018 and 2017, respectively. |
Incentive Award Plan
Incentive Award Plan | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Award Plan | 9. Incentive Award Plan The following table is a summary of the total restricted shares granted, forfeited and vested for the nine months ended September 30, 2018: Shares Unvested restricted stock at January 1, 2018 163,157 Granted 3,000 Forfeited — Vested (40,528 ) Unvested restricted stock at September 30, 2018 125,629 The Company recorded equity-based compensation in the amount of $602 and $243 for the nine months ended September 30, 2018 and 2017, respectively, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Equity-based compensation expense for shares issued to employers and directors is based on the grant-date fair value of the award and recognized on a straight-line basis over the requisite period of the award. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at September 30, 2018 was approximately $2,125 and is expected to be recognized over a weighted average period of approximately 2.7 years. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 10. Earnings per Share Net loss per Common Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended September 30, Nine months Ended September 30, 2018 2017 2018 2017 Numerator Net loss $ (4,718 ) $ (2,839 ) $ (16,725 ) $ (9,114 ) Less: loss attributable to non-controlling interest (417 ) (157 ) (1,709 ) (4,831 ) Net loss attributable to Plymouth Industrial REIT, Inc. (4,301 ) (2,682 ) (15,016 ) (4,283 ) Less: Series A Preferred dividend 956 — 2,868 — Less: amount allocated to participating securities 48 — 155 — Net loss attributable to common stockholders $ (5,305 ) $ (2,682 ) $ (18,039 ) $ (4,283 ) Denominator Weighted-average common shares outstanding basic and diluted 4,350,687 3,636,023 3,801,900 1,642,394 Net loss per share attributable to common stockholders – basic and diluted $ (1.22 ) $ (0.74 ) $ (4.74 ) $ (2.61 ) The Company uses the two-class method of computing earnings per common share in which participating securities are included within the basic EPS calculation. The amount allocated to participating securities is according to dividends declared (whether paid or unpaid). The restricted stock does not have any participatory rights in undistributed earnings. The unvested shares of restricted stock are accounted for as participating securities as they contain non-forfeitable rights to dividends. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company’s potential dilutive securities at September 30, 2018 include the 273,004 shares of common stock issuable pursuant to the outstanding warrants and 125,629 shares of restricted common stock. The warrant shares and restricted common stock have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect of including them would reduce the net loss per share. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Employment Agreements The Company has entered into employment agreements with the Company’s Chief Executive Officer, President and Chief Investment Officer, and 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. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. Contingent Liability In conjunction with the issuance of the OP Units for the Shadeland Portfolio acquisition, the agreement contains a provision for the Company to provide tax protection to the holders if the acquired properties are sold in a transaction that would result in the recognition of taxable income or gain prior to the sixth anniversary of the acquisition. The Company intends to hold this investment and has no plans to sell or transfer any interest that would give rise to a taxable transaction. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On October 15, 2018, the Company acquired a single Class B industrial property in greater Cincinnati, Ohio totaling approximately 1,100,000 square feet for approximately $24,800. The purchase price includes the issuance of 626,011 units of Plymouth’s Operating Partnership units valued at approximately $10,642, the assumption of approximately $13,907 of existing mortgage debt secured by the property and approximately $251 in cash. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s interim condensed consolidated financial statements include the accounts of the Company, and those of its wholly-owned subsidiaries and controlling interests. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. 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, 2017 and 2016 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on March 8, 2018. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets or business acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrant liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions. |
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 September 30, 2018 and December 31, 2017, the Company did not recognize an allowance for doubtful accounts. The Company did not have any bad debt expense or write-offs during the nine months ended September 30, 2018 and 2017. The Company includes accounts receivable and straight line rent receivables within other assets in the balance sheet. For the nine months ended September 30, 2018 and 2017, 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. Rental revenue and tenant recoveries is comprised of the following: Period Ended Period Ended September 30, September 30, 2018 2017 Income from lease $ 24,356 11,630 Straight-line rent adjustment 925 108 Reimbursable expenses 8,809 4,413 Amortization of above market leases (402 ) (163 ) Amortization of below market leases 1,366 419 Total $ 35,054 $ 16,407 |
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 September 30, 2018 and December 31, 2017. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, 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 September 30, 2018, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within our condensed consolidated balance sheet to amounts reported within our condensed consolidated statement of cash flows: September 30, December 31, 2018 2017 Cash and cash equivalents as presented on balance sheet $ 5,966 $ 12,915 Cash held in escrow as presented on balance sheet 3,875 5,074 Restricted cash as presented on balance sheet 1,716 1,174 Cash, cash equivalents and restricted cash as presented on cash flow statement $ 11,557 $ 19,163 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies various valuation approaches in determining the fair value of its financial assets and liabilities within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1— 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. Level 2 inputs such as interest rates and credit spreads, are applied in determining the fair value of the interest rate cap in the amount of $0 at September 30, 2018. Level 3 inputs are applied in determining the fair value of warrants to purchase common stock in the amount of $112 and $160 at September 30, 2018 and December 31, 2017, respectively, as discussed in Note 6. Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, senior secured debt, line of credit, accounts payable and accrued expenses and other current liabilities. The values of these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. Debt issuance costs amounted to $7,120 and $6,475 at September 30, 2018 and December 31, 2017, respectively, and related accumulated amortization amounted to $1,660 and $982 at September 30, 2018 and December 31, 2017, respectively. Unamortized debt issuance costs amounted to $5,460 and $5,493 at September 30, 2018 and December 31, 2017, respectively. |
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 |
Comprehensive Loss | 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 September 30, 2018 and 2017. |
Derivative Instrument | Derivative Instrument The Company uses an interest rate cap as a derivative instrument to manage interest rate risk and is recognized on the balance sheet at fair value. The interest rate cap is not designated as a hedging instrument and changes in fair value is mark to market through earnings. The input values used in the fair value measurement of the interest rate cap were obtained using quoted market prices for similar assets in markets that are not active and therefore are, classified as Level 2 under the fair value hierarchy. The fair value of the interest rate cap is estimated based on discounting future cash flows interest rates that management believes reflect the risks associated with debt instruments of similar risk and duration. |
Earnings Per Share | Earnings per Share The Company follows the two-class method when computing net loss per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), as amended by ASU 2018-10, which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply as well as transition guidance specific to nonstandard leasing transactions. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations, and plans to adopt this standard effective January 1, 2019. At September 30, 2018, the Company has one office space lease that will require us to measure and record a right-of-use asset and a lease liability upon adoption of the standard. The Company is in the process of evaluating the impact of this pronouncement on our condensed consolidated financial statements. In September 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new standard will be effective beginning January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-07 will have on its results of operations. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). This guidance is intended to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, a down round feature would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be considered “not indexed to an entity’s own stock” and therefore accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. Down round features are most often found in warrants and conversion options embedded in debt or preferred equity instruments. In addition, the guidance re-characterized the indefinite deferral of certain provisions on distinguishing liabilities from equity to a scope exception with no accounting effect. This guidance becomes effective January 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2017-11 will have on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Rental Revenue Components | Period Ended Period Ended September 30, September 30, 2018 2017 Income from lease $ 24,356 11,630 Straight-line rent adjustment 925 108 Reimbursable expenses 8,809 4,413 Amortization of above market leases (402 ) (163 ) Amortization of below market leases 1,366 419 Total $ 35,054 $ 16,407 |
Schedule of Cash, Cash Equivalents and Restricted Cash | September 30, December 31, 2018 2017 Cash and cash equivalents as presented on balance sheet $ 5,966 $ 12,915 Cash held in escrow as presented on balance sheet 3,875 5,074 Restricted cash as presented on balance sheet 1,716 1,174 Cash, cash equivalents and restricted cash as presented on cash flow statement $ 11,557 $ 19,163 |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | September 30, December 31, 2018 2017 Land and improvements $ 66,563 $ 59,797 Buildings 255,749 221,175 Site improvements 24,362 21,489 Construction in process 391 941 347,065 303,402 Less accumulated depreciation (36,830 ) (25,013 ) Real estate properties $ 310,235 $ 278,389 |
Acquisition of Properties (Tabl
Acquisition of Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Purchase Price Total Purchase Price Purchase price $ 42,675 Acquisition costs 529 Additional acquisition costs from MWG portfolio 955 Total $ 44,159 Allocation of Purchase Price Land $ 6,242 Building 32,096 Site improvements 2,712 Total real estate properties 41,050 Deferred lease intangibles Tenant relationships 394 Leasing commissions 1,017 Lease in place value 2,696 Total deferred lease intangibles 4,107 Deferred lease intangibles- Below market lease value (998 ) Totals $ 44,159 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants | Balance at January 1, 2018 $ 160 Change in fair value (48 ) Balance at September 30, 2018 $ 112 |
Schedule of Common Stock Dividends Declared | Cash Dividends Aggregate 2018 First quarter $ 0.3750 $ 1,334 Second quarter $ 0.3750 $ 1,334 Third quarter $ 0.3750 $ 1,807 2017 Second quarter (commencing June 14, 2017 to September 30, 2017) $ 0.0650 $ 238 Third quarter $ 0.3750 $ 1,430 Fourth quarter $ 0.3750 $ 1,430 |
Series A Preferred Stock (Table
Series A Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Interest Rate 7.5% Series A Preferred Stock 10/25/2017 2,040,000 $ 25 7.5% |
Schedule of Series A Preferred Stock Dividends Declared | Cash Dividends Aggregate 2018 First quarter $ 0.46875 $ 956 Second quarter $ 0.46875 $ 956 Third quarter $ 0.46875 $ 956 2017 Fourth quarter (commencing October 25, 2017 to December 31, 2017) $ 0.3542 $ 723 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Stock Activity | Shares Unvested restricted stock at January 1, 2018 163,157 Granted 3,000 Forfeited — Vested (40,528 ) Unvested restricted stock at September 30, 2018 125,629 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | Three Months Ended September 30, Nine months Ended September 30, 2018 2017 2018 2017 Numerator Net loss $ (4,718 ) $ (2,839 ) $ (16,725 ) $ (9,114 ) Less: loss attributable to non-controlling interest (417 ) (157 ) (1,709 ) (4,831 ) Net loss attributable to Plymouth Industrial REIT, Inc. (4,301 ) (2,682 ) (15,016 ) (4,283 ) Less: Series A Preferred dividend 956 — 2,868 — Less: amount allocated to participating securities 48 — 155 — Net loss attributable to common stockholders $ (5,305 ) $ (2,682 ) $ (18,039 ) $ (4,283 ) Denominator Weighted-average common shares outstanding basic and diluted 4,350,687 3,636,023 3,801,900 1,642,394 Net loss per share attributable to common stockholders – basic and diluted $ (1.22 ) $ (0.74 ) $ (4.74 ) $ (2.61 ) |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details Narrative) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018USD ($)ft²Integer$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | |
Ownership equity interest in Operating Partnership | 92.00% | 90.50% | |
Number of industrial properties owned | Integer | 52 | ||
Industrial properties acquired, approximate square feet | ft² | 9,900,000 | ||
Shares issued in private placement for redemption of redeemable preferred interest, value | $ 5,000 | ||
Proceeds from initial public offering, gross | 17,873 | 53,117 | |
Redemption of Preferred Member Interest | $ (25,582) | ||
Common stock repurchased and retired, aggregate value | 5,054 | ||
Aggregate value of registered securities | $ 500,000 | ||
ATM Distribution agreement | The Company entered into a distribution agreement with D.A. Davidson & Co., KeyBanc Capital Markets and National Securities Corporation (the "Agents"), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000 through an "at-the-market equity offering programs (the "ATM program"). | ||
Initial Public Offering | |||
Common stock issued | shares | 1,262,833 | 3,060,000 | |
Common stock issued, per share price | $ / shares | $ 19 | ||
Number of OP Units received in exchange of contributed proceeds from offering | shares | 1,262,833 | ||
Over-Allotment Option | |||
Common stock issued | shares | 160,369 | 160,000 | |
Common stock issued, per share price | $ / shares | $ 19 | ||
Affiliate of Torchlight Investors LLC | |||
Common Stock repurchased and retired | shares | 263,158 | ||
Common stock repurchased and retired, aggregate value | $ 5,000 | ||
Common stock repurchased, per share price | $ / shares | $ 19 | ||
Affiliate of Torchlight Investors LLC | Private Placement | |||
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 Accoun_3
Summary of Significant Accounting Policies - Schedule of Rental Revenue Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Income from leases | $ 24,356 | $ 11,630 | ||
Straight-line rent adjustment | 925 | 108 | ||
Reimbursable expenses | $ 2,906 | $ 1,744 | 8,809 | 4,413 |
Amortization of above market leases | (402) | (163) | ||
Amortization of below market leases | 1,366 | 419 | ||
Total | $ 35,054 | $ 16,407 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents as presented on balance sheet | $ 5,966 | $ 12,915 | ||
Cash held in escrow as presented on balance sheet | 3,875 | 5,074 | ||
Restricted cash as presented on balance sheet | 1,716 | 1,174 | ||
Cash, cash equivalents and restricted cash as presented on cash flow statement | $ 11,557 | $ 19,163 | $ 10,818 | $ 10,201 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Fair value of the interest rate cap agreement | $ 0 | $ 0 |
Fair value of warrants | 112 | 160 |
Debt Issuance Costs | ||
Debt issuance costs | 7,120 | 6,475 |
Accumulated amortization | 1,660 | 982 |
Unamortized debt issuance costs | $ 5,460 | $ 5,493 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real Estate [Abstract] | ||
Land and improvements | $ 66,563 | $ 59,797 |
Buildings | 255,749 | 221,175 |
Site improvements | 24,362 | 21,489 |
Construction in process | 391 | 941 |
Real estate properties at cost | 347,065 | 303,402 |
Less accumulated depreciation | (36,830) | (25,013) |
Real estate properties | $ 310,235 | $ 278,389 |
Real Estate Properties (Details
Real Estate Properties (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Real Estate [Abstract] | ||
Depreciation expense | $ 11,817 | $ 6,067 |
Acquisition of Properties - Sch
Acquisition of Properties - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Total Purchase Price | |
Purchase Price | $ 42,675 |
Acquisition Costs | 529 |
Additional acquisition costs from MWG portfolio | 955 |
Total | 44,159 |
Allocation of Purchase Price | |
Land | 6,242 |
Building | 32,096 |
Site Improvements | 2,712 |
Total real estate properties | 41,050 |
Deferred Lease Intangibles | |
Deferred lease intangibles, gross | 4,107 |
Below Market Lease Value | (998) |
Totals | 44,159 |
Tenant Relationships | |
Deferred Lease Intangibles | |
Deferred lease intangibles, gross | 394 |
Leasing Commission | |
Deferred Lease Intangibles | |
Deferred lease intangibles, gross | 1,017 |
Lease in Place | |
Deferred Lease Intangibles | |
Deferred lease intangibles, gross | $ 2,696 |
Acquisition of Properties (Deta
Acquisition of Properties (Details Narrative) $ in Thousands | Sep. 30, 2018USD ($)ft²Integer | |
Number of real estate properties acquired | Integer | 52 | |
Industrial properties acquired, approximate square feet | ft² | 9,900,000 | |
Chicago, Illinois - Industrial Property | ||
Number of real estate properties acquired | Integer | 2 | |
Approximate purchase price of acquired industrial properties | $ | $ 15,675 | |
Industrial properties acquired, approximate square feet | ft² | 270,000 | [1] |
Cleveland, Ohio - Industrial Property | ||
Number of real estate properties acquired | Integer | 1 | |
Approximate purchase price of acquired industrial properties | $ | $ 27,000 | |
Industrial properties acquired, approximate square feet | ft² | 400,000 | [2] |
[1] | The buildings are 100% leased as of September 30, 2018. | |
[2] | The property is 100% leased as of September 30, 2018. |
Borrowing Arrangements (Details
Borrowing Arrangements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Repayment of secured debt | $ 84,330 | ||||
Loss on extinguishment of debt | $ (804) | (4,405) | |||
Unamortized debt issuance expense | 5,460 | 5,460 | $ 5,493 | ||
Fair value of the interest rate cap agreement | 0 | 0 | 0 | ||
Fair Value, Inputs, Level 2 | Interest Rate Cap | |||||
Fair value of the interest rate cap agreement | 0 | $ 0 | |||
Interest rate cap, maturity | Dec. 1, 2019 | ||||
Secured Loan | KeyBank Term Loan | |||||
Senior secured loan, outstanding debt | 35,700 | $ 35,700 | |||
Interest rate, description | Bears interest, at the Company's option, at either (1) LIBOR plus 7% or (2) KeyBank's base rate plus 6%. Interest at September 30, 2018 was based on LIBOR plus 7%. At September 30, 2018 the one-month LIBOR was 2.26%. | ||||
Maturity date, description | Matures on the earlier of (1) August 11, 2021 or (2) the date KeyBank ceases to serve as administrative agent under the KeyBank Credit Agreement. | ||||
Collateral, description | Secured by, among other things, pledges of the equity interests in Plymouth Industrial 20 and each of its property owning subsidiaries. | ||||
Covenant, description | Contains customary affirmative and negative covenants for term loans of this type, including limitations with respect to mergers, dispositions of assets, change of management or change of control and transactions with affiliates. The KeyBank Term Loan requires us to apply an amount equal to 25% of the net proceeds from any additional equity raised by the Company to the repayment of the KeyBank Term Loan. | ||||
Repayment of secured debt | $ 4,530 | ||||
Proceeds from issuance of debt | 30,520 | ||||
Unamortized debt issuance expense | 650 | 650 | |||
Secured Loan | Minnesota Life Loan | |||||
Senior secured loan, outstanding debt | $ 21,500 | $ 21,500 | |||
Interest rate | 3.78% | 3.78% | |||
Maturity date, description | Ten-year term, maturing on May 1, 2028. | ||||
Payment terms, description | Monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. | ||||
Collateral, description | Secured by first lien mortgages on seven on the Company's properties. | ||||
Covenant, description | Contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. In the event of a default by the Borrowers, the agent may declare all obligations under the Minnesota Life Loan immediately due and payable and enforce any and all rights of the lender or the agent under the Minnesota Life Loan and related documents. | ||||
Proceeds from issuance of debt | $ 21,124 | ||||
Unamortized debt issuance expense | $ 376 | 376 | |||
Secured Loan | MWG Portfolio | |||||
Loss on extinguishment of debt | (804) | ||||
Secured Loan | AIG Asset Management | |||||
Senior secured loan, outstanding debt | $ 120,000 | $ 120,000 | $ 120,000 | ||
Interest rate | 4.08% | 4.08% | 4.08% | ||
Maturity date, description | Seven-year term maturing in October, 2023 | Seven-year term maturing in October, 2023 | |||
Payment terms, 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 the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC. | Secured by first lien mortgages on the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC. | |||
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 burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. | 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. | |||
Proceeds from issuance of debt | $ 117,021 | $ 116,700 | |||
Unamortized debt issuance expense | $ 2,979 | 2,979 | 3,300 | ||
Line of Credit | KeyBank National Assocation | |||||
Line of credit facility, outstanding balance | 35,133 | 35,133 | 20,837 | ||
Line of credit facility, unamortized debt issuance costs | $ 417 | 417 | $ 488 | ||
Line of credit maturity date | Aug. 31, 2020 | ||||
Line of credit facility, interest rate description | Bears interest at either (1) the base rate (determined from the highest of (a) KeyBank's prime rate, (b) the federal funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0%) or (2) LIBOR, plus, in either case, a spread between 250 and 300 basis points depending on our total leverage ratio. | ||||
Increase to the existing line of credit | $ 45,000 | ||||
Line of credit facility, collateral | Secured by certain assets of the Company's operating partnership and certain of its subsidiaries and includes a Company's guarantee for the payment of all indebtedness under the Line of Credit Agreement. | ||||
Line of credit facility, covenant terms | Covenants requires the Company to maintain certain coverage and leverage ratios and certain amounts of minimum net worth as well meet certain affirmative and negative covenants for credit facilities of this type, including limitations with respect to use of proceeds, indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Company is in compliance with all covenants at September 30, 2018. | ||||
Commercial Mortgage Loan | Transamerica Life Insurance Company | |||||
Interest rate | 4.35% | 4.35% | |||
Maturity date | Aug. 1, 2028 | ||||
Payment terms, description | Monthly interest-only payments through August 2019 and thereafter the Transamerica Loan requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers' final payments on the Transamerica Loan, due on the maturity date, shall include all outstanding principal and accrued and unpaid interest. | ||||
Covenant, description | Contain customary events of default, including non-payment of principal or interest and bankruptcy. Any default under the Transamerica Loan or any Note will constitute a default under each of the other Notes. Each Borrower has guaranteed the payment obligations of all the other Borrowers under the Notes. | ||||
Promissory note | $ 78,000 | $ 78,000 | |||
Outstanding promissory note borrowings | 76,962 | 76,962 | |||
Unamortized debt issuance expense | $ 1,038 | $ 1,038 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stockholders' Equity Note, Warrants (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Common Stock Warrants | ||
Balance at beginning of period | $ 160 | |
Change in fair value | (48) | $ 32 |
Balance at end of period | $ 112 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jun. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Equity [Abstract] | ||||||
Common stock dividends declared, per share | $ 0.0650 | $ 0.3750 | $ 0.3750 | $ 0.3750 | $ 0.3750 | $ 0.3750 |
Common stock dividends declared, aggregate amount | $ 238 | $ 1,807 | $ 1,334 | $ 1,334 | $ 1,430 | $ 1,430 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Exercise price of warrants issued | $ 21.06 | |
Fair value of warrants | $ 112 | $ 160 |
Outstanding warrants | 273,004 | |
Common Stock repurchased and retired, aggregate value | $ (5,054) | |
Affiliate of Torchlight Investors LLC | ||
Common Stock repurchased and retired | 263,158 | |
Common stock repurchased, per share price | $ 19 | |
Common Stock repurchased and retired, aggregate value | $ (5,000) | |
Mezzanine Loan | Affiliate of Torchlight Investors LLC | ||
Warrants issued | 250,000 | 250,000 |
Strike price | $ 23 | $ 23 |
Exercise price of warrants issued | $ 21.06 | |
Term of warrants issued | 4 years | 5 years |
Fair value assumptions, methods used | Binomial Valuation Model | Monte-Carlo Option-Pricing Model |
Fair value of warrants | $ 112 | $ 160 |
Expected volatility rate | 17.60% | 18.90% |
Expected dividend yield | 7.50% | |
Expected annual dividend, per share | $ 1.50 | |
Expected term | 3 years 11 months | 4 years 2 months |
Risk free interest rate | 2.71% | 2.15% |
Common Stock repurchased and retired | 263,158 | |
Common stock repurchased, per share price | $ 19 | |
Common Stock repurchased and retired, aggregate value | $ (5,000) |
Series A Preferred Stock - Sche
Series A Preferred Stock - Schedule of Preferred Stock (Details) - Series A Preferred Stock - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||
Issuance of Series A Preferred stock | 2,040,000 | 2,040,000 |
Issuance date | Oct. 25, 2017 | |
Liquidation value per share | $ 25 | |
Series A Preferred stock, interest rate | 7.50% |
Series A Preferred Stock - Sc_2
Series A Preferred Stock - Schedule of Series A Preferred Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | ||||
Preferred stock cash dividends declared, per share | $ 0.3542 | $ 0.46875 | $ 0.46875 | $ 0.46875 |
Preferred stock dividends declared, aggregate amount | $ 723 | $ 956 | $ 956 | $ 956 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Issuance of partnership units | $ 8,007 | ||||
Loss attributed to non-controlling interest | $ (417) | $ (157) | (1,709) | (4,831) | |
Non-cash capital contribution by investor related to redemption of redeemable preferred interest | 1,019 | ||||
Redemption of non-controlling interest related to preferred interest | 56,795 | ||||
Affiliate of Torchlight Investors LLC | |||||
Loss attributed to non-controlling interest | 0 | (4,674) | |||
Indianapolis, IN - Shadeland | |||||
Issuance of operating partnership units | 421,438 | ||||
Issuance of operating partnership units, price per unit | $ 19 | ||||
Issuance of partnership units | $ 8,007 | ||||
Loss attributed to non-controlling interest, operating partnerships | $ (417) | $ (157) | $ (1,709) | $ (157) | |
Wholly-Owned Subsidiary | Plymouth Industrial 20 LLC (20 LLC) | |||||
Ownership interest, by parent | 0.50% | ||||
Ownership interest, non-controlling interest | 99.50% |
Incentive Award Plan - Schedule
Incentive Award Plan - Schedule of Nonvested Restricted Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested restricted stock at January 1, 2018 | 163,157 |
Granted | 3,000 |
Forfeited | |
Vested | (40,528) |
Unvested restricted stock at September 30, 2018 | 125,629 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Equity-based compensation expense | $ 602 | $ 243 |
Unrecognized compensation expense | $ 2,125 | |
Weighted average period for vesting, approximate | 2 years 9 months |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net loss | $ (4,718) | $ (2,839) | $ (16,725) | $ (9,114) |
Net loss attributable to non-controlling interest | (417) | (157) | (1,709) | (4,831) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (4,301) | (2,682) | (15,016) | (4,283) |
Less: Series A preferred stock dividends | 956 | 2,868 | ||
Less: amount allocated to participating securities | 48 | 155 | ||
Net loss attributable to common stockholders | $ (5,305) | $ (2,682) | $ (18,039) | $ (4,283) |
Denominator | ||||
Weighted-average common shares outstanding basic and diluted | 4,350,687 | 3,636,023 | 3,801,900 | 1,642,394 |
Earnings per share - Basic and Diluted: | ||||
Net loss per share attributable to common stockholders | $ (1.22) | $ (0.74) | $ (4.74) | $ (2.61) |
Earnings per Share (Details Nar
Earnings per Share (Details Narrative) | 9 Months Ended |
Sep. 30, 2018shares | |
Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 273,004 |
Restricted Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 125,629 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Employment agreements | 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. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | 1 Months Ended | |
Oct. 31, 2018USD ($)ft²Integershares | Sep. 30, 2018ft²Integer | |
Subsequent Event [Line Items] | ||
Number of real estate properties acquired | Integer | 52 | |
Industrial properties acquired, approximate square feet | ft² | 9,900,000 | |
Subsequent Event | Cincinnati, Ohio - Class B Industrial Property | ||
Subsequent Event [Line Items] | ||
Number of real estate properties acquired | Integer | 1 | |
Approximate purchase price of acquired industrial properties | $ 24,800 | |
Industrial properties acquired, approximate square feet | ft² | 1,100,000 | |
Issuance of units | shares | 626,011 | |
Value of units issued | $ 10,642 | |
Approximate existing mortgage debt, assumed | 13,907 | |
Approximate cash acquired from acquisition | $ 251 |