Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38106 | |
Entity Registrant Name | PLYMOUTH INDUSTRIAL REIT, INC. | |
Entity Central Index Key | 0001515816 | |
Entity Tax Identification Number | 27-5466153 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 20 Custom House Street | |
Entity Address, Address Line Two | 11th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02110 | |
City Area Code | (617) | |
Local Phone Number | 340-3814 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,254,684 | |
Common Stock, par value $0.01 per share | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | PLYM | |
Security Exchange Name | NYSE | |
7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | ||
Title of 12(b) Security | 7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | |
Trading Symbol | PLYM-PrA | |
Security Exchange Name | NYSEAMER |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Real estate properties | $ 1,571,334 | $ 1,555,846 |
Less accumulated depreciation | (239,306) | (205,629) |
Real estate properties, net | 1,332,028 | 1,350,217 |
Cash | 19,010 | 11,003 |
Cash held in escrow | 12,498 | 13,376 |
Restricted cash | 7,009 | 6,834 |
Deferred lease intangibles, net | 60,304 | 70,718 |
Interest rate swaps | 31,180 | 30,115 |
Other assets | 38,631 | 39,055 |
Total assets | 1,500,660 | 1,521,318 |
Liabilities: | ||
Secured debt, net | 386,191 | 389,531 |
Unsecured debt, net | 447,655 | 447,345 |
Borrowings under line of credit | 87,500 | 77,500 |
Accounts payable, accrued expenses and other liabilities | 70,492 | 72,551 |
Deferred lease intangibles, net | 7,179 | 8,918 |
Financing lease liability | 2,260 | 2,248 |
Total liabilities | 1,001,277 | 998,093 |
Equity: | ||
Common stock, $0.01 par value: 900,000,000 shares authorized; 43,100,864 and 42,849,489 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 431 | 428 |
Additional paid in capital | 616,414 | 635,068 |
Accumulated deficit | (200,147) | (194,243) |
Accumulated other comprehensive income | 30,792 | 29,739 |
Total stockholders' equity | 447,490 | 470,992 |
Non-controlling interest | 5,090 | 5,389 |
Total equity | 452,580 | 476,381 |
Total liabilities, preferred stock and equity | 1,500,660 | 1,521,318 |
Series A Preferred Stock [Member] | ||
Liabilities: | ||
Preferred stock | $ 46,803 | $ 46,844 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 43,100,864 | 42,849,489 |
Common stock, shares outstanding | 43,100,864 | 42,849,489 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,953,783 | 1,955,513 |
Preferred stock, shares outstanding | 1,953,783 | 1,955,513 |
Preferred stock, liquidation preference | $ 48,845 | $ 48,888 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Rental revenue | $ 49,899 | $ 45,612 | $ 99,270 | $ 88,332 |
Management fee revenue and other income | 2 | 29 | 88 | |
Total revenues | 49,899 | 45,614 | 99,299 | 88,420 |
Operating expenses: | ||||
Property | 15,690 | 13,799 | 31,644 | 27,874 |
Depreciation and amortization | 23,417 | 24,208 | 47,217 | 46,899 |
General and administrative | 3,842 | 4,146 | 7,289 | 7,698 |
Total operating expenses | 42,949 | 42,153 | 86,150 | 82,471 |
Other income (expense): | ||||
Interest expense | (9,584) | (7,925) | (19,119) | (14,320) |
Earnings (loss) in investment of unconsolidated joint venture | (147) | |||
Loss on extinguishment of debt | (2,176) | |||
(Appreciation) depreciation of warrants | 1,760 | |||
Total other income (expense) | (9,584) | (7,925) | (19,119) | (14,883) |
Net loss | (2,634) | (4,464) | (5,970) | (8,934) |
Less: Net loss attributable to non-controlling interest | (30) | (55) | (68) | (115) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (2,604) | (4,409) | (5,902) | (8,819) |
Less: Preferred Stock dividends | 916 | 1,320 | 1,832 | 3,019 |
Less: Series B Preferred Stock accretion to redemption value | 750 | 2,250 | ||
Less: Loss on extinguishment of Series A Preferred Stock | 24 | 2 | 24 | |
Less: Amount allocated to participating securities | 82 | 65 | 170 | 132 |
Net loss attributable to common stockholders | $ (3,602) | $ (6,568) | $ (7,906) | $ (14,244) |
Net loss basic per share attributable to common stockholders | $ (0.08) | $ (0.17) | $ (0.19) | $ (0.38) |
Net loss diluted per share attributable to common stockholders | $ (0.08) | $ (0.17) | $ (0.19) | $ (0.38) |
Weighted-average common shares outstanding basic | 42,646,535 | 39,106,576 | 42,625,768 | 37,675,032 |
Weighted-average common shares outstanding diluted | 42,646,535 | 39,106,576 | 42,625,768 | 37,675,032 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net loss | $ (2,634) | $ (4,464) | $ (5,970) | $ (8,934) |
Other comprehensive income: | ||||
Unrealized gain (loss) on interest rate swaps | 8,135 | 5,860 | 1,065 | 15,928 |
Other comprehensive income | 8,135 | 5,860 | 1,065 | 15,928 |
Comprehensive income (loss) | 5,501 | 1,396 | (4,905) | 6,994 |
Less: Net loss attributable to non-controlling interest | (30) | (55) | (68) | (115) |
Less: Other comprehensive income (loss) attributable to non-controlling interest | 93 | 73 | 12 | 208 |
Comprehensive income (loss) attributable to Plymouth Industrial REIT, Inc. | $ 5,438 | $ 1,378 | $ (4,849) | $ 6,901 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED STOCK AND EQUITY UNAUDITED - USD ($) $ in Thousands | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 48,473 | $ 94,437 | $ 361 | $ 532,666 | $ (177,258) | $ 355,769 | $ 4,831 | $ 360,600 | |
Beginning balance, shares at Dec. 31, 2021 | 2,023,551 | 4,411,764 | 36,110,659 | ||||||
Series B Preferred Stock accretion to redemption value | $ 1,500 | (1,500) | (1,500) | (1,500) | |||||
Net proceeds from common stock | $ 7 | 17,116 | 17,123 | 17,123 | |||||
Net proceeds from common stock, shares | 614,800 | ||||||||
Stock based compensation | 442 | 442 | 442 | ||||||
Restricted shares issued (forfeited) | |||||||||
Restricted shares issued (forfeited), shares | 120,160 | ||||||||
Dividends and distributions | (9,835) | (9,835) | (108) | (9,943) | |||||
Other comprehensive income | 9,933 | 9,933 | 135 | 10,068 | |||||
Conversion of common stock warrants | $ 2 | 3,756 | 3,758 | 3,758 | |||||
Conversion of common stock warrants, shares | 139,940 | ||||||||
Reallocation of non-controlling interest | (122) | (122) | 122 | ||||||
Net loss | (4,410) | (4,410) | (60) | (4,470) | |||||
Ending balance, value at Mar. 31, 2022 | $ 48,473 | $ 95,937 | $ 370 | 542,523 | (181,668) | 9,933 | 371,158 | 4,920 | 376,078 |
Ending balance, shares at Mar. 31, 2022 | 2,023,551 | 4,411,764 | 36,985,559 | ||||||
Series B Preferred Stock accretion to redemption value | $ 750 | (750) | (750) | (750) | |||||
Repurchase and extinguishment of Series A Preferred Stock | $ (392) | (24) | (24) | (24) | |||||
Repurchase and extinguishment of Series A Preferred Stock, shares | (16,381) | ||||||||
Conversion of Series B Preferred Stock | $ (47,970) | $ 22 | 47,948 | 47,970 | 47,970 | ||||
Conversion of series b preferred stock, shares | (2,205,882) | 2,205,882 | |||||||
Net proceeds from common stock | $ 9 | 24,375 | 24,384 | 24,384 | |||||
Net proceeds from common stock, shares | 927,900 | ||||||||
Stock based compensation | 538 | 538 | 538 | ||||||
Restricted shares issued (forfeited) | |||||||||
Restricted shares issued (forfeited), shares | 13,970 | ||||||||
Dividends and distributions | (10,149) | (10,149) | (108) | (10,257) | |||||
Other comprehensive income | 5,787 | 5,787 | 73 | 5,860 | |||||
Reallocation of non-controlling interest | (472) | (472) | 472 | ||||||
Net loss | (4,409) | (4,409) | (55) | (4,464) | |||||
Ending balance, value at Jun. 30, 2022 | $ 48,081 | $ 48,717 | $ 401 | 604,013 | (186,101) | 15,720 | 434,033 | 5,302 | 439,335 |
Ending balance, shares at Jun. 30, 2022 | 2,007,170 | 2,205,882 | 40,133,311 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 46,844 | $ 428 | 635,068 | (194,243) | 29,739 | 470,992 | 5,389 | 476,381 | |
Beginning balance, shares at Dec. 31, 2022 | 1,955,513 | 42,849,489 | |||||||
Repurchase and extinguishment of Series A Preferred Stock | $ 41 | 2 | 2 | 2 | |||||
Repurchase and extinguishment of Series A Preferred Stock, shares | (1,730) | ||||||||
Net proceeds from common stock | (137) | (137) | (137) | ||||||
Net proceeds from common stock, shares | |||||||||
Stock based compensation | 585 | 585 | 585 | ||||||
Restricted shares issued (forfeited) | $ 2 | (2) | |||||||
Restricted shares issued (forfeited), shares | 181,375 | ||||||||
Dividends and distributions | 10,598 | 10,598 | 110 | 10,708 | |||||
Other comprehensive income | (6,989) | (6,989) | (81) | (7,070) | |||||
Reallocation of non-controlling interest | 26 | 26 | (26) | ||||||
Net loss | (3,298) | (3,298) | (38) | (3,336) | |||||
Ending balance, value at Mar. 31, 2023 | $ 46,803 | $ 430 | 624,942 | (197,543) | 22,750 | 450,579 | 5,134 | 455,713 | |
Ending balance, shares at Mar. 31, 2023 | 1,953,783 | 43,030,864 | |||||||
Net proceeds from common stock | $ 1 | 1,384 | 1,385 | 1,385 | |||||
Net proceeds from common stock, shares | 70,000 | ||||||||
Stock based compensation | 716 | 716 | 716 | ||||||
Dividends and distributions | (10,625) | (10,625) | (110) | (10,735) | |||||
Other comprehensive income | 8,042 | 8,042 | 93 | 8,135 | |||||
Reallocation of non-controlling interest | (3) | (3) | 3 | ||||||
Net loss | (2,604) | (2,604) | (30) | (2,634) | |||||
Ending balance, value at Jun. 30, 2023 | $ 46,803 | $ 431 | $ 616,414 | $ (200,147) | $ 30,792 | $ 447,490 | $ 5,090 | $ 452,580 | |
Ending balance, shares at Jun. 30, 2023 | 1,953,783 | 43,100,864 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net loss | $ (5,970) | $ (8,934) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 47,217 | 46,899 |
Straight line rent adjustment | (1,617) | (1,726) |
Intangible amortization in rental revenue, net | (1,403) | (2,091) |
Loss on extinguishment of debt | 2,176 | |
Amortization of debt related costs | 1,138 | 1,032 |
Appreciation (depreciation) of warrants | (1,760) | |
Stock based compensation | 1,301 | 980 |
(Earnings) loss in investment of unconsolidated joint venture | 147 | |
Changes in operating assets and liabilities: | ||
Other assets | 1,595 | 1,146 |
Deferred leasing costs | (2,812) | (2,107) |
Accounts payable, accrued expenses and other liabilities | 50 | (103) |
Net cash provided by operating activities | 39,499 | 35,659 |
Investing activities | ||
Acquisition of real estate properties | (180,275) | |
Real estate improvements | (18,520) | (17,464) |
Proceeds from sale of real estate, net | 222 | |
Net cash used in investing activities | (18,520) | (197,517) |
Financing activities | ||
(Payment) Proceeds from issuance of common stock, net | 1,248 | 41,507 |
Repayment of secured debt | (3,695) | (18,073) |
Proceeds from issuance of unsecured debt | 150,000 | |
Proceeds from line of credit facility | 10,000 | 161,000 |
Repayment of line of credit facility | (158,500) | |
Repurchase of Series A Preferred Stock | (43) | (416) |
Debt issuance costs | (27) | (1,690) |
Dividends and distributions paid | (21,158) | (19,278) |
Net cash (used in) provided by financing activities | (13,675) | 154,550 |
Net increase (decrease) in cash, cash held in escrow, and restricted cash | 7,304 | (7,308) |
Cash, cash held in escrow, and restricted cash at beginning of period | 31,213 | 43,374 |
Cash, cash held in escrow, and restricted cash at end of period | 38,517 | 36,066 |
Supplemental Cash Flow Disclosures: | ||
Cash paid for interest | 18,215 | 12,588 |
Assumption of cash, cash held in escrow, and restricted cash upon consolidation of investment in joint venture | 2,895 | |
Supplemental Non-cash Financing and Investing Activities: | ||
Dividends declared included in dividends payable | 9,709 | 9,204 |
Distribution payable to non-controlling interest holder | 110 | 108 |
Series B accretion to redemption value | 2,250 | |
Real estate improvements included in accounts payable, accrued expenses and other liabilities | 4,050 | 6,373 |
Deferred leasing costs included in accounts payable, accrued expenses and other liabilities | 1,048 | 1,809 |
Conversion of common stock warrants | 3,758 | |
Conversion of Series B Preferred Stock | 47,970 | |
Consolidation of net book value of investment in joint venture | 5,686 | |
Assumption of other assets upon consolidation of investment in joint venture | 638 | |
Assumption of accounts payable, accrued expenses and other liabilities upon consolidation of investment in joint venture | 1,955 | |
Assumption of secured debt upon consolidation of investment in joint venture | $ 56,000 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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”, “we” or the “REIT”) is a Maryland corporation formed on March 7, 2011. The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets and conducts substantially all of its business through its operating partnership, Plymouth Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company, as general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities, and results of operations of the Operating Partnership. As of June 30, 2023 and December 31, 2022, the Company owned a 98.9% 98.9% The Company is a real estate investment trust focused on the acquisition, ownership and management of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties, located in primary and secondary markets within the main industrial, distribution and logistics corridors of the United States. As of June 30, 2023, the Company, through its subsidiaries, owned 157 210 34.2 17,260 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 and 2021. Additional information regarding the Company’s significant accounting policies related to the accompanying interim financial statements is as follows: Basis of Presentation The Company’s interim condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. The interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. These interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the years ended December 31, 2022 and 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the United States Securities and Exchange Commission on February 23, 2023. Consolidation We consolidate all entities that are wholly owned and those in which we own less than 100% but control, as well as any Variable Interest Entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a VIE and we are the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a VIE that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our condensed consolidated financial statements. Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The Company has determined that the Operating Partnership is a VIE and the Company is the primary beneficiary. The Company's only significant asset is its investment in the Operating Partnership, therefore, substantially all of the Company’s assets and liabilities are the assets and liabilities of the Operating Partnership. 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. 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 and liabilities for real estate acquisitions, impairments of long-lived assets and stock-based compensation. 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. 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. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, and cash held in escrow for real estate tax, insurance, tenant capital improvements and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of June 30, 2023, the Company has not realized any losses in such cash accounts and believes it mitigates its risk of loss by depositing its cash and restricted cash in highly rated financial institutions or within accounts that are below the federally insured limits. The following table presents a reconciliation of cash, cash held in escrow, and restricted cash reported within our condensed consolidated balance sheets to amounts reported within our condensed consolidated statements of cash flows: Summary of significant accounting policies - schedule of cash, cash equivalents and restricted cash June 30, December 31, 2023 2022 Cash $ 19,010 $ 11,003 Cash held in escrow 12,498 13,376 Restricted cash 7,009 6,834 Cash, cash held in escrow, and restricted cash $ 38,517 $ 31,213 Debt Issuance Costs Debt issuance costs other than those associated with the revolving line of credit facility are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. Debt issuance costs amounted to $ 10,842 10,815 6,962 6,175 1,860 2,306 Derivative Instruments and Hedging Activities We record all derivatives on the accompanying condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or we elect not to apply hedge accounting. In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting arrangements on a net basis by the counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying condensed consolidated balance sheets. Earnings (Loss) per Share The Company follows the two-class method when computing net earnings (loss) per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net earnings (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. See Note 11 for details. 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 3 inputs are applied in determining the fair value of our debt, interest rate swaps and performance stock units discussed in Notes 5, 6 and 10 respectively. Financial instruments, including cash, restricted cash, cash held in escrow, accounts receivable, accounts payable, accrued expenses and other current liabilities, are considered Level 1 in fair value hierarchy. The amounts reported on the condensed consolidated balance sheets for these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Derivative financial instruments are considered Level 2 in the fair value hierarchy as discussed in Note 6. Leases For leases in which we are the lessee, a right of use asset and lease liability is recorded on the condensed consolidated balance sheets equal to the present value of the fixed lease payments of the corresponding lease. To determine our operating right of use asset and lease liability, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases by utilizing a market-based approach. Since the terms under our ground leases are significantly longer than the terms of borrowings available to us on a fully collateralized basis, the estimate of this rate requires significant judgment, and considers factors such as market-based pricing on longer duration financing instruments. Revenue Recognition Minimum rental revenue from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. In accordance to ASC 842, we assess the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842. Segments The Company has one reportable segment, industrial properties. These properties have similar economic characteristics and meet the other criteria that permit the properties to be aggregated into one reportable segment. 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 and performance stock units for certain executive officers and key employees. The Company measures stock-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period. Forfeitures of unvested shares are recognized in the period the forfeiture occurs. Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 was effective upon issuance on a prospective basis beginning January 1, 2020, and may be elected over time as reference rate activities occur. During the second quarter of 2022, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-bank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding instrument. The adoption of ASU 2020-04 did not have a material impact on our condensed consolidated financial statements. |
Real Estate Properties, Net
Real Estate Properties, Net | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Properties, Net | 3. Real Estate Properties, Net Real estate properties, net consisted of the following at June 30, 2023 and December 31, 2022: Real estate properties - schedule of real estate properties June 30, December 31, 2023 2022 Land $ 231,829 $ 231,829 Buildings and improvements 1,178,128 1,141,832 Site improvements 132,295 132,295 Construction in progress 29,082 49,890 Real estate properties at cost 1,571,334 1,555,846 Less: accumulated depreciation (239,306 ) (205,629 ) Real estate properties, net $ 1,332,028 $ 1,350,217 Depreciation expense was $ 16,891 16,093 33,762 30,486 Acquisition of Properties There were no acquisitions of properties during the six months ended June 30, 2023. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | 4. Leases As a Lessor We lease our properties to tenants under agreements that are classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Many of our leases include the recovery of certain operating expenses such as common area maintenance, insurance, real estate taxes and utilities from our tenants. The recovery of such operating expenses is recognized in rental revenue in the condensed consolidated statements of operations. Some of our tenants’ leases are subject to changes in the Consumer Price Index (“CPI”). The Company includes accounts receivable and straight-line rent receivables within other assets in the condensed consolidated balance sheets. For the six months ended June 30, 2023 and 2022, rental revenue was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements. Rental revenue is comprised of the following: Leases - schedule of rental revenue components Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income from leases $ 36,440 $ 33,362 $ 72,380 $ 63,946 Straight-line rent adjustments 705 904 1,617 1,726 Tenant recoveries 12,085 10,801 23,870 20,569 Amortization of above market leases (166 ) (198 ) (336 ) (364 ) Amortization of below market leases 835 743 1,739 2,455 Total $ 49,899 $ 45,612 $ 99,270 $ 88,332 Tenant recoveries included within rental revenue for the six months ended June 30, 2023 and 2022 are variable in nature. As a Lessee Operating Leases As of June 30, 2023, we have five 0.9 32.5 5,269 6,325 4.0% 8.4 The following table summarizes the operating lease expense recognized during the three and six months ended June 30, 2023 and 2022 included in the Company’s condensed consolidated statements of operations. Leases - schedule of lease costs Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense included in general and administrative expense attributable to office leases $ 190 $ 207 $ 382 $ 422 Operating lease expense included in property expense attributable to ground sublease 9 9 18 18 Non-cash adjustment due to straight-line rent adjustments 35 25 69 50 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 234 $ 241 $ 469 $ 490 The following table summarizes the maturity analysis of our operating leases, which is discounted by our incremental borrowing rate to calculate the lease liability as included in accounts payable, accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets for the operating leases in which we are the lessee (in thousands): Leases - schedule of lessee future minimum rental commitments under non-cancellable leases July 1, 2023 - December 31, 2023 $ 658 2024 1,280 2025 894 2026 803 2027 818 Thereafter 3,491 Total minimum operating lease payments $ 7,944 Less imputed interest (1,619 ) Total operating lease liability $ 6,325 Financing Leases As of June 30, 2023, we have a single finance lease in which we are the sublessee for a ground lease. The Company includes the financing lease right of use asset within real estate properties and the corresponding liability within financing lease liability in the condensed consolidated balance sheets. The ground sublease agreement does not contain a residual value guarantee and includes multiple options to extend the sublease between nineteen and twenty years for each respective option. The lease has a remaining lease term of approximately 32.5 includes the exercise of a single twenty-year renewal option 7.8% 32.5 The following table summarizes the financing lease expense recognized during the three and six months ended June 30, 2023 and 2022 included in the Company’s condensed consolidated statements of operations. Leases - schedule of finance lease expense Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation/amortization of financing lease right-of-use assets $ 6 $ 7 $ 13 $ 14 Interest expense for financing lease liability 45 44 89 88 Total financing lease cost $ 51 $ 51 $ 102 $ 102 The following table summarizes the maturity analysis of our financing lease (in thousands): Leases - schedule of finance lease, liability, fiscal year maturity July 1, 2023 - December 31, 2023 $ 77 2024 155 2025 170 2026 170 2027 170 Thereafter 6,367 Total minimum financing lease payments $ 7,109 Less imputed interest (4,849 ) Total financing lease liability $ 2,260 |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | 5. Indebtedness The following table sets forth a summary of the Company’s borrowings outstanding under its respective secured debt, unsecured line of credit and unsecured debt as of June 30, 2023 and December 31, 2022. Indebtedness - schedule of secured and unsecured debt outstanding Outstanding Balance at Debt June 30, December 31, Interest rate at Final Secured debt: AIG Loan $ 110,357 $ 111,758 4.08% November 1, 2023 Transamerica Loan 66,720 67,398 4.35% August 1, 2028 Allianz Loan 61,830 62,388 4.07% April 10, 2026 Minnesota Life Loan 19,796 20,019 3.78% May 1, 2028 Minnesota Life Memphis Industrial Loan (1) 55,529 56,000 3.15% January 1, 2028 Ohio National Life Mortgage 18,732 19,045 4.14% August 1, 2024 Nationwide Loan 15,000 15,000 2.97% October 1, 2027 Lincoln Life Gateway Mortgage 28,800 28,800 3.43% January 1, 2028 Midland National Life Insurance Mortgage 10,769 10,820 3.50% March 10, 2028 Total secured debt $ 387,533 $ 391,228 Unamortized debt issuance costs, net (1,535 ) (1,985 ) Unamortized premium/(discount), net 193 288 Total secured debt, net $ 386,191 $ 389,531 Unsecured debt: $100m KeyBank Term Loan (2) 100,000 100,000 3.10% (3)(4) August 11, 2026 $200m KeyBank Term Loan (2) 200,000 200,000 3.13% (3)(4) February 11, 2027 $150m KeyBank Term Loan (2) 150,000 150,000 4.50% (3)(4) May 2, 2027 Total unsecured debt $ 450,000 $ 450,000 Unamortized debt issuance costs, net (2,345 ) (2,655 ) Total unsecured debt, net $ 447,655 $ 447,345 Borrowings under line of credit: KeyBank unsecured line of credit (2) 87,500 77,500 6.82% (3) August 11, 2025 Total borrowings under line of credit $ 87,500 $ 77,500 _______________ (1) On March 11, 2022, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “Minnesota Life Memphis Industrial Loan”) with a balance of $56,000 in conjunction with our acquisition of all outstanding interests in the entity owning the portfolio in Memphis, Tennessee. The Minnesota Life Memphis Industrial Loan, held by Minnesota Life Insurance Company, matures on January 1, 2028, bears interest at 3.15% and is secured by the properties. The Minnesota Life Memphis Industrial Loan requires monthly installments of interest only through January 1, 2023, and afterwards, monthly installments of principal plus accrued interest through January 1, 2028, at which time a balloon payment is required. The Company has the right to prepay the borrowings outstanding, subject to a prepayment penalty in effect until the loan approaches maturity. (2) On May 2, 2022, the Company entered into an amendment to the KeyBank unsecured facility. The credit facility agreement, as amended, expanded the availability on the KeyBank unsecured line of credit up to $350 million and entered into a new $150 million unsecured term loan (the “$150m KeyBank Term Loan”), with an accordion feature that allows the total borrowing capacity under the credit facility to be increased to $1 billion, subject to certain conditions. The $150m KeyBank Term Loan matures in May 2027. The maturity date for the KeyBank unsecured line of credit remains unchanged. The amendment also provided for the transition of the reference rate for the KeyBank unsecured line of credit and the $100m, $200m, and $150m KeyBank Term Loans from 1-month LIBOR to Secured Overnight Financing Rate (“SOFR”). Borrowings under the credit agreement, as amended, bear interest at either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the Adjusted Term SOFR for a one month tenor plus 1.0% or (2) SOFR, plus, in either case, a spread (A) between 35 and 90 basis points for revolver base rate loans or between 135 and 190 basis points for revolver SOFR rate loans and (B) between 30 and 85 basis points for term base rate loans or between 130 and 185 basis points for term SOFR rate loans, with the amount of the spread depending on the Company’s total leverage ratio. (3) For the month of June 2023, the one-month term SOFR for our unsecured debt and borrowings under line of credit was 5.172%. The spread over the applicable rate for the $100m, $150m, and $200m KeyBank Term Loans and KeyBank unsecured line of credit is based on the Company’s total leverage ratio plus the 0.1% SOFR index adjustment. (4) As of June 30, 2023, the one-month term SOFR for the $100m, $150m and $200m KeyBank Term Loans was swapped to a fixed rate of 1.504%, 2.904%, and 1.527%, respectively. Financial Covenant Considerations The Company is in compliance with all respective financial covenants for our secured and unsecured debt and unsecured line of credit as of June 30, 2023. Fair Value of Debt The fair value of our debt and borrowings under line of credit was estimated using Level 3 inputs by calculating the present value of principal and interest payments, using discount rates that best reflect current market interest rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its maturity. The following table summarizes the aggregate principal outstanding under the Company’s indebtedness and the corresponding estimate of fair value as of June 30, 2023 and December 31, 2022: Indebtedness - schedule of fair value of debt instruments June 30, 2023 December 31, 2022 Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Secured debt $ 387,533 $ 368,645 $ 391,228 $ 372,682 Unsecured debt 450,000 450,000 450,000 450,000 Borrowings under line of credit, net 87,500 87,500 77,500 77,500 Total 925,033 $ 906,145 918,728 $ 900,182 Unamortized debt issuance cost, net (3,880 ) (4,640 ) Unamortized premium/(discount), net 193 288 Total carrying value $ 921,346 $ 914,376 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 6. Derivative Financial Instruments Risk Management Objective of Using Derivatives The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The following table sets forth a summary of our interest rate swaps as of June 30, 2023 and December 31, 2022. Derivative financial instruments - schedule of interest rate derivatives Notional Value (1) Fair Value (2) Interest Rate Swap Trade Effective Maturity SOFR Interest June 30, December 31, June 30, December 31, Capital One, N.A. July 13, 2022 July 1, 2022 February 11, 2027 1.527% (3) $ 200,000 $ 200,000 $ 17,078 $ 17,062 JPMorgan Chase Bank, N.A. July 13, 2022 July 1, 2022 August 8, 2026 1.504% (3) $ 100,000 $ 100,000 $ 8,002 $ 7,932 JPMorgan Chase Bank, N.A. August 19, 2022 September 1, 2022 May 2, 2027 2.904% $ 75,000 $ 75,000 $ 3,063 $ 2,565 Wells Fargo Bank, N.A. August 19, 2022 September 1, 2022 May 2, 2027 2.904% $ 37,500 $ 37,500 $ 1,528 $ 1,283 Capital One, N.A. August 19, 2022 September 1, 2022 May 2, 2027 2.904% $ 37,500 $ 37,500 $ 1,509 $ 1,273 _______________ (1) Represents the notional value of interest rate swaps effective as of June 30, 2023. (2) As of June 30, 2023, all our interest rate swaps were in an asset position. (3) On July 13, 2022, the Company entered into amendments to the $200,000 and $100,000 notional interest rate swap agreements with Capital One, N.A. and JPMorgan Chase Bank, N.A., respectively. The amendments transitioned the previous USD-LIBOR floating rates to USD-SOFR CME Term floating rates and were effective as of July 1, 2022. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (“AOCI”) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $17,967 will be reclassified as a decrease to interest expense. The following table sets forth the impact of our interest rate swaps on our condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022. Derivative financial instruments - schedule of cash flow hedges included in accumulated other comprehensive income (loss) For the Three Months For the Six Months Interest Rate Swaps in Cash Flow Hedging Relationships: 2023 2022 2023 2022 Amount of unrealized gain recognized in AOCI on derivatives $ 8,135 $ 5,860 $ 1,065 $ 15,928 Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ 3,414 $ 635 $ 6,266 $ 1,339 Fair Value of Interest Rate Swaps The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The following tables summarize the Company’s interest rate swaps that are accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. Derivative financial instruments - schedule of derivative assets at fair value Fair Value Measurements as of June 30, 2023 Balance Sheet Line Item Fair Value as of Level 1 Level 2 Level 3 Interest rate swaps - Asset $ 31,180 $ — $ 31,180 $ — Fair Value Measurements as of December 31, 2022 Balance Sheet Line Item Fair Value as of Level 1 Level 2 Level 3 Interest rate swaps - Asset $ 30,115 $ — $ 30,115 $ — Non-designated Hedges The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges. Changes in the fair value of derivatives not designated in hedging relationships would be recorded directly in earnings. Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. Specifically, the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. As of June 30, 2023, the Company does not have any derivatives in a net liability position. As of June 30, 2023, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2023, it could have been required to settle its obligations under the agreements at their termination value. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock | |
Common Stock | 7. Common Stock ATM Program On February 28, 2023, the Company entered into a distribution agreement with certain sales agents pursuant to which the Company may issue and sell, from time to time, shares of its common stock, with aggregate gross proceeds of $ 200,000 For the six months ended June 30, 2023, the Company issued 70,000 1,248 198,379 Common Stock Dividends The following table sets forth the common stock dividends that were declared during the six months ended June 30, 2023 and the year ended December 31, 2022. Common stock - schedule of common stock dividends declared Cash Dividends Aggregate 2023 First quarter $ 0.2250 $ 9,682 Second quarter $ 0.2250 $ 9,709 Total $ 0.4500 $ 19,391 2022 First quarter $ 0.2200 $ 8,137 Second quarter $ 0.2200 $ 8,829 Third quarter $ 0.2200 $ 9,426 Fourth quarter $ 0.2200 $ 9,426 Total $ 0.8800 $ 35,818 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred Stock | 8. Preferred Stock Series A Preferred Stock During the six months ended June 30, 2023, the Company repurchased and retired 1,730 shares of Series A Preferred Stock. The table below sets forth the Company’s outstanding Series A Preferred Stock as of June 30, 2023. Preferred stock - schedule of series a preferred stock outstanding Preferred Stock Issuance Issuance Number Liquidation Value Dividend 7.5% Series A Preferred Stock 10/25/2017 1,953,783 $ 25.00 7.5% The following table sets forth the 7.5% Series A Preferred Stock dividends that were declared during the six months ended June 30, 2023 and the year ended December 31, 2022. Preferred stock - schedule of series a preferred stock dividends declared Cash Dividends Aggregate 2023 First quarter $ 0.468750 $ 916 Second quarter $ 0.468750 $ 916 Total $ 0.937500 $ 1,832 2022 First quarter $ 0.468750 $ 949 Second quarter $ 0.468750 $ 945 Third quarter $ 0.468750 $ 930 Fourth quarter $ 0.468750 $ 917 Total $ 1.875000 $ 3,741 |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 9. Non-Controlling Interests Operating Partnership Units In connection with prior acquisitions of real estate property, the Company, through its Operating Partnership, had issued Operating Partnership Units (“OP Units”) to the former owners as part of the acquisition price. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The holders of the OP Units can also convert their respective OP Units for the Company’s common stock on a 1-to-1 basis. Upon conversion, the Company adjusts the carrying value of non-controlling interest to reflect its modified share of the book value of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest on the accompanying condensed consolidated statements of changes in preferred stock and equity. OP Units outstanding as of June 30, 2023 and December 31, 2022 was 490,299 The following table sets forth the OP Unit distributions that were declared during the six months ended June 30, 2023 and the year ended December 31, 2022. Non-controlling interest - schedule of redeemable non-controlling interest Cash Distributions Aggregate 2023 First quarter $ 0.2250 $ 110 Second quarter $ 0.2250 $ 110 Total $ 0.4500 $ 220 2022 First quarter $ 0.2200 $ 108 Second quarter $ 0.2200 $ 108 Third quarter $ 0.2200 $ 108 Fourth quarter $ 0.2200 $ 108 Total $ 0.8800 $ 432 The proportionate share of the loss attributed to the OP Units was $ 30 55 68 115 |
Incentive Award Plan
Incentive Award Plan | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Incentive Award Plan | 10. Incentive Award Plan Restricted Stock The following table is a summary of the total restricted shares granted, forfeited and vested for the six months ended June 30, 2023: Incentive award plan - schedule of nonvested restricted stock shares activity Shares Unvested restricted stock at January 1, 2023 280,074 Granted 181,375 Forfeited — Vested (97,109 ) Unvested restricted stock at June 30, 2023 364,340 The Company recorded equity-based compensation expense related to restricted stock in the amount of $ 1,276 980 6,378 3.1 181,375 3,896 21.48 Performance Stock Units On June 15, 2023, the compensation committee of the board of directors approved, and the Company granted, 51,410 The fair value of the PSUs of $ 1,550 29.0% 4.2% 4.2% The following table summarizes activity related to the Company’s unvested PSUs during the six months ended June 30, 2023. No PSUs were granted for the year ended December 31, 2022. Incentive award plan - schedule of unvested restricted stock units activity Unvested Performance Stock Units Performance Weighted Average Balance at December 31, 2022 — $ — Granted 51,410 $ 30.15 Vested — $ — Forfeited — $ — Balance at June 30, 2023 51,410 $ 30.15 The Company recorded equity-based compensation expense related to the PSUs in the amount of $ 25 0 1,525 2.5 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 11. Earnings per Share Net Loss per Common Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Earnings per Share - Schedule of Earnings per Share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net loss $ (2,634 ) $ (4,464 ) $ (5,970 ) $ (8,934 ) Less: Net loss attributable to non-controlling interest (30 ) (55 ) (68 ) (115 ) Net loss attributable to Plymouth Industrial REIT, Inc. (2,604 ) (4,409 ) (5,902 ) (8,819 ) Less: Preferred Stock dividends 916 1,320 1,832 3,019 Less: Series B Preferred Stock accretion to redemption value — 750 — 2,250 Less: Loss on extinguishment of Series A Preferred Stock — 24 2 24 Less: Amount allocated to participating securities 82 65 170 132 Net loss attributable to common stockholders $ (3,602 ) $ (6,568 ) $ (7,906 ) $ (14,244 ) Denominator Weighted-average common shares outstanding basic and diluted 42,646,535 39,106,576 42,625,768 37,675,032 Net loss per share attributable to common stockholders – basic and diluted $ (0.08 ) $ (0.17 ) $ (0.19 ) $ (0.38 ) The Company uses the two-class method of computing earnings per common share in which participating securities are included within the basic earnings per share (“EPS”) calculation. The amount allocated to participating securities is according to dividends declared (whether paid or unpaid). The restricted stock does not have any participatory rights in undistributed earnings. The unvested shares of restricted stock are accounted for as participating securities as they contain nonforfeitable rights to dividends. PSUs, which are subject to vesting based on the Company achieving certain total shareholder return thresholds over a three-year performance period, are included as contingently issuable shares in the calculation of diluted EPS when the total shareholder return thresholds are achieved at or above the threshold levels specific in the award agreements, assuming the reporting period is the end of the performance period, and the effect is dilutive. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company’s potential dilutive securities at June 30, 2023 include the 364,340 51,410 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Employment Agreements The Company has entered into employment agreements with the Company’s Chief Executive Officer, President and Chief Investment Officer, Chief Financial Officer, and Executive Vice President Asset Management. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $300 to $600 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 acquisitions, the agreements contain a provision for the Company to provide tax protection to the holders if the acquired properties are sold in a transaction that would result in the recognition of taxable income or gain prior to the sixth anniversary of the acquisition. The Company intends to hold these investments and has no plans to sell or transfer any interest that would give rise to a taxable transaction. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On August 2, 2023, the Company issued a notice of redemption for all outstanding shares of its 7.50% Series A Preferred Stock ("Series A Preferred Stock"). The Series A Preferred Stock will be redeemed in cash at a redemption price equal to $25.00 per share plus any accrued and unpaid dividends from the last dividend payment date, if any, up to but not including the Redemption Date (the “Redemption Price”). The Redemption Price is expected to be paid on September 6, 2023. From and after the Redemption Date, dividends shall cease to accrue on the Series A Preferred Stock and the Series A Preferred Stock will no longer be deemed outstanding and all rights of the holders of the Series A Preferred Stock, other than the right to receive the Redemption Price upon Redemption, will cease and terminate. Upon Redemption, the shares of Series A Preferred Stock will be delisted from trading on the NYSE American. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s interim condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. The interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. These interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the years ended December 31, 2022 and 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the United States Securities and Exchange Commission on February 23, 2023. |
Consolidation | Consolidation We consolidate all entities that are wholly owned and those in which we own less than 100% but control, as well as any Variable Interest Entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a VIE and we are the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a VIE that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our condensed consolidated financial statements. Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The Company has determined that the Operating Partnership is a VIE and the Company is the primary beneficiary. The Company's only significant asset is its investment in the Operating Partnership, therefore, substantially all of the Company’s assets and liabilities are the assets and liabilities of the Operating Partnership. |
Risks and Uncertainties | 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. |
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 and liabilities for real estate acquisitions, impairments of long-lived assets and stock-based compensation. 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. |
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. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, and cash held in escrow for real estate tax, insurance, tenant capital improvements and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of June 30, 2023, the Company has not realized any losses in such cash accounts and believes it mitigates its risk of loss by depositing its cash and restricted cash in highly rated financial institutions or within accounts that are below the federally insured limits. The following table presents a reconciliation of cash, cash held in escrow, and restricted cash reported within our condensed consolidated balance sheets to amounts reported within our condensed consolidated statements of cash flows: Summary of significant accounting policies - schedule of cash, cash equivalents and restricted cash June 30, December 31, 2023 2022 Cash $ 19,010 $ 11,003 Cash held in escrow 12,498 13,376 Restricted cash 7,009 6,834 Cash, cash held in escrow, and restricted cash $ 38,517 $ 31,213 |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs other than those associated with the revolving line of credit facility are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. Debt issuance costs amounted to $ 10,842 10,815 6,962 6,175 1,860 2,306 |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We record all derivatives on the accompanying condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or we elect not to apply hedge accounting. In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting arrangements on a net basis by the counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying condensed consolidated balance sheets. |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company follows the two-class method when computing net earnings (loss) per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net earnings (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. See Note 11 for details. |
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 3 inputs are applied in determining the fair value of our debt, interest rate swaps and performance stock units discussed in Notes 5, 6 and 10 respectively. Financial instruments, including cash, restricted cash, cash held in escrow, accounts receivable, accounts payable, accrued expenses and other current liabilities, are considered Level 1 in fair value hierarchy. The amounts reported on the condensed consolidated balance sheets for these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Derivative financial instruments are considered Level 2 in the fair value hierarchy as discussed in Note 6. |
Leases | Leases For leases in which we are the lessee, a right of use asset and lease liability is recorded on the condensed consolidated balance sheets equal to the present value of the fixed lease payments of the corresponding lease. To determine our operating right of use asset and lease liability, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases by utilizing a market-based approach. Since the terms under our ground leases are significantly longer than the terms of borrowings available to us on a fully collateralized basis, the estimate of this rate requires significant judgment, and considers factors such as market-based pricing on longer duration financing instruments. |
Revenue Recognition | Revenue Recognition Minimum rental revenue from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. In accordance to ASC 842, we assess the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842. |
Segments | Segments The Company has one reportable segment, industrial properties. These properties have similar economic characteristics and meet the other criteria that permit the properties to be aggregated into one reportable segment. |
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 and performance stock units for certain executive officers and key employees. The Company measures stock-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period. Forfeitures of unvested shares are recognized in the period the forfeiture occurs. |
Accounting Pronouncements | Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 was effective upon issuance on a prospective basis beginning January 1, 2020, and may be elected over time as reference rate activities occur. During the second quarter of 2022, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-bank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding instrument. The adoption of ASU 2020-04 did not have a material impact on our condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies - schedule of cash, cash equivalents and restricted cash | The following table presents a reconciliation of cash, cash held in escrow, and restricted cash reported within our condensed consolidated balance sheets to amounts reported within our condensed consolidated statements of cash flows: Summary of significant accounting policies - schedule of cash, cash equivalents and restricted cash June 30, December 31, 2023 2022 Cash $ 19,010 $ 11,003 Cash held in escrow 12,498 13,376 Restricted cash 7,009 6,834 Cash, cash held in escrow, and restricted cash $ 38,517 $ 31,213 |
Real Estate Properties, Net (Ta
Real Estate Properties, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Real estate properties - schedule of real estate properties | Real estate properties, net consisted of the following at June 30, 2023 and December 31, 2022: Real estate properties - schedule of real estate properties June 30, December 31, 2023 2022 Land $ 231,829 $ 231,829 Buildings and improvements 1,178,128 1,141,832 Site improvements 132,295 132,295 Construction in progress 29,082 49,890 Real estate properties at cost 1,571,334 1,555,846 Less: accumulated depreciation (239,306 ) (205,629 ) Real estate properties, net $ 1,332,028 $ 1,350,217 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases - schedule of rental revenue components | Rental revenue is comprised of the following: Leases - schedule of rental revenue components Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income from leases $ 36,440 $ 33,362 $ 72,380 $ 63,946 Straight-line rent adjustments 705 904 1,617 1,726 Tenant recoveries 12,085 10,801 23,870 20,569 Amortization of above market leases (166 ) (198 ) (336 ) (364 ) Amortization of below market leases 835 743 1,739 2,455 Total $ 49,899 $ 45,612 $ 99,270 $ 88,332 |
Leases - schedule of lease costs | The following table summarizes the operating lease expense recognized during the three and six months ended June 30, 2023 and 2022 included in the Company’s condensed consolidated statements of operations. Leases - schedule of lease costs Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense included in general and administrative expense attributable to office leases $ 190 $ 207 $ 382 $ 422 Operating lease expense included in property expense attributable to ground sublease 9 9 18 18 Non-cash adjustment due to straight-line rent adjustments 35 25 69 50 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 234 $ 241 $ 469 $ 490 |
Leases - schedule of lessee future minimum rental commitments under non-cancellable leases | The following table summarizes the maturity analysis of our operating leases, which is discounted by our incremental borrowing rate to calculate the lease liability as included in accounts payable, accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets for the operating leases in which we are the lessee (in thousands): Leases - schedule of lessee future minimum rental commitments under non-cancellable leases July 1, 2023 - December 31, 2023 $ 658 2024 1,280 2025 894 2026 803 2027 818 Thereafter 3,491 Total minimum operating lease payments $ 7,944 Less imputed interest (1,619 ) Total operating lease liability $ 6,325 |
Leases - schedule of finance lease expense | The following table summarizes the financing lease expense recognized during the three and six months ended June 30, 2023 and 2022 included in the Company’s condensed consolidated statements of operations. Leases - schedule of finance lease expense Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation/amortization of financing lease right-of-use assets $ 6 $ 7 $ 13 $ 14 Interest expense for financing lease liability 45 44 89 88 Total financing lease cost $ 51 $ 51 $ 102 $ 102 |
Leases - schedule of finance lease, liability, fiscal year maturity | The following table summarizes the maturity analysis of our financing lease (in thousands): Leases - schedule of finance lease, liability, fiscal year maturity July 1, 2023 - December 31, 2023 $ 77 2024 155 2025 170 2026 170 2027 170 Thereafter 6,367 Total minimum financing lease payments $ 7,109 Less imputed interest (4,849 ) Total financing lease liability $ 2,260 |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness - schedule of secured and unsecured debt outstanding | The following table sets forth a summary of the Company’s borrowings outstanding under its respective secured debt, unsecured line of credit and unsecured debt as of June 30, 2023 and December 31, 2022. Indebtedness - schedule of secured and unsecured debt outstanding Outstanding Balance at Debt June 30, December 31, Interest rate at Final Secured debt: AIG Loan $ 110,357 $ 111,758 4.08% November 1, 2023 Transamerica Loan 66,720 67,398 4.35% August 1, 2028 Allianz Loan 61,830 62,388 4.07% April 10, 2026 Minnesota Life Loan 19,796 20,019 3.78% May 1, 2028 Minnesota Life Memphis Industrial Loan (1) 55,529 56,000 3.15% January 1, 2028 Ohio National Life Mortgage 18,732 19,045 4.14% August 1, 2024 Nationwide Loan 15,000 15,000 2.97% October 1, 2027 Lincoln Life Gateway Mortgage 28,800 28,800 3.43% January 1, 2028 Midland National Life Insurance Mortgage 10,769 10,820 3.50% March 10, 2028 Total secured debt $ 387,533 $ 391,228 Unamortized debt issuance costs, net (1,535 ) (1,985 ) Unamortized premium/(discount), net 193 288 Total secured debt, net $ 386,191 $ 389,531 Unsecured debt: $100m KeyBank Term Loan (2) 100,000 100,000 3.10% (3)(4) August 11, 2026 $200m KeyBank Term Loan (2) 200,000 200,000 3.13% (3)(4) February 11, 2027 $150m KeyBank Term Loan (2) 150,000 150,000 4.50% (3)(4) May 2, 2027 Total unsecured debt $ 450,000 $ 450,000 Unamortized debt issuance costs, net (2,345 ) (2,655 ) Total unsecured debt, net $ 447,655 $ 447,345 Borrowings under line of credit: KeyBank unsecured line of credit (2) 87,500 77,500 6.82% (3) August 11, 2025 Total borrowings under line of credit $ 87,500 $ 77,500 _______________ (1) On March 11, 2022, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “Minnesota Life Memphis Industrial Loan”) with a balance of $56,000 in conjunction with our acquisition of all outstanding interests in the entity owning the portfolio in Memphis, Tennessee. The Minnesota Life Memphis Industrial Loan, held by Minnesota Life Insurance Company, matures on January 1, 2028, bears interest at 3.15% and is secured by the properties. The Minnesota Life Memphis Industrial Loan requires monthly installments of interest only through January 1, 2023, and afterwards, monthly installments of principal plus accrued interest through January 1, 2028, at which time a balloon payment is required. The Company has the right to prepay the borrowings outstanding, subject to a prepayment penalty in effect until the loan approaches maturity. (2) On May 2, 2022, the Company entered into an amendment to the KeyBank unsecured facility. The credit facility agreement, as amended, expanded the availability on the KeyBank unsecured line of credit up to $350 million and entered into a new $150 million unsecured term loan (the “$150m KeyBank Term Loan”), with an accordion feature that allows the total borrowing capacity under the credit facility to be increased to $1 billion, subject to certain conditions. The $150m KeyBank Term Loan matures in May 2027. The maturity date for the KeyBank unsecured line of credit remains unchanged. The amendment also provided for the transition of the reference rate for the KeyBank unsecured line of credit and the $100m, $200m, and $150m KeyBank Term Loans from 1-month LIBOR to Secured Overnight Financing Rate (“SOFR”). Borrowings under the credit agreement, as amended, bear interest at either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the Adjusted Term SOFR for a one month tenor plus 1.0% or (2) SOFR, plus, in either case, a spread (A) between 35 and 90 basis points for revolver base rate loans or between 135 and 190 basis points for revolver SOFR rate loans and (B) between 30 and 85 basis points for term base rate loans or between 130 and 185 basis points for term SOFR rate loans, with the amount of the spread depending on the Company’s total leverage ratio. (3) For the month of June 2023, the one-month term SOFR for our unsecured debt and borrowings under line of credit was 5.172%. The spread over the applicable rate for the $100m, $150m, and $200m KeyBank Term Loans and KeyBank unsecured line of credit is based on the Company’s total leverage ratio plus the 0.1% SOFR index adjustment. (4) As of June 30, 2023, the one-month term SOFR for the $100m, $150m and $200m KeyBank Term Loans was swapped to a fixed rate of 1.504%, 2.904%, and 1.527%, respectively. |
Indebtedness - schedule of fair value of debt instruments | The following table summarizes the aggregate principal outstanding under the Company’s indebtedness and the corresponding estimate of fair value as of June 30, 2023 and December 31, 2022: Indebtedness - schedule of fair value of debt instruments June 30, 2023 December 31, 2022 Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Secured debt $ 387,533 $ 368,645 $ 391,228 $ 372,682 Unsecured debt 450,000 450,000 450,000 450,000 Borrowings under line of credit, net 87,500 87,500 77,500 77,500 Total 925,033 $ 906,145 918,728 $ 900,182 Unamortized debt issuance cost, net (3,880 ) (4,640 ) Unamortized premium/(discount), net 193 288 Total carrying value $ 921,346 $ 914,376 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative financial instruments - schedule of interest rate derivatives | The following table sets forth a summary of our interest rate swaps as of June 30, 2023 and December 31, 2022. Derivative financial instruments - schedule of interest rate derivatives Notional Value (1) Fair Value (2) Interest Rate Swap Trade Effective Maturity SOFR Interest June 30, December 31, June 30, December 31, Capital One, N.A. July 13, 2022 July 1, 2022 February 11, 2027 1.527% (3) $ 200,000 $ 200,000 $ 17,078 $ 17,062 JPMorgan Chase Bank, N.A. July 13, 2022 July 1, 2022 August 8, 2026 1.504% (3) $ 100,000 $ 100,000 $ 8,002 $ 7,932 JPMorgan Chase Bank, N.A. August 19, 2022 September 1, 2022 May 2, 2027 2.904% $ 75,000 $ 75,000 $ 3,063 $ 2,565 Wells Fargo Bank, N.A. August 19, 2022 September 1, 2022 May 2, 2027 2.904% $ 37,500 $ 37,500 $ 1,528 $ 1,283 Capital One, N.A. August 19, 2022 September 1, 2022 May 2, 2027 2.904% $ 37,500 $ 37,500 $ 1,509 $ 1,273 _______________ (1) Represents the notional value of interest rate swaps effective as of June 30, 2023. (2) As of June 30, 2023, all our interest rate swaps were in an asset position. (3) On July 13, 2022, the Company entered into amendments to the $200,000 and $100,000 notional interest rate swap agreements with Capital One, N.A. and JPMorgan Chase Bank, N.A., respectively. The amendments transitioned the previous USD-LIBOR floating rates to USD-SOFR CME Term floating rates and were effective as of July 1, 2022. |
Derivative financial instruments - schedule of cash flow hedges included in accumulated other comprehensive income (loss) | The following table sets forth the impact of our interest rate swaps on our condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022. Derivative financial instruments - schedule of cash flow hedges included in accumulated other comprehensive income (loss) For the Three Months For the Six Months Interest Rate Swaps in Cash Flow Hedging Relationships: 2023 2022 2023 2022 Amount of unrealized gain recognized in AOCI on derivatives $ 8,135 $ 5,860 $ 1,065 $ 15,928 Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ 3,414 $ 635 $ 6,266 $ 1,339 |
Derivative financial instruments - schedule of derivative assets at fair value | The following tables summarize the Company’s interest rate swaps that are accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. Derivative financial instruments - schedule of derivative assets at fair value Fair Value Measurements as of June 30, 2023 Balance Sheet Line Item Fair Value as of Level 1 Level 2 Level 3 Interest rate swaps - Asset $ 31,180 $ — $ 31,180 $ — Fair Value Measurements as of December 31, 2022 Balance Sheet Line Item Fair Value as of Level 1 Level 2 Level 3 Interest rate swaps - Asset $ 30,115 $ — $ 30,115 $ — |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock | |
Common stock - schedule of common stock dividends declared | The following table sets forth the common stock dividends that were declared during the six months ended June 30, 2023 and the year ended December 31, 2022. Common stock - schedule of common stock dividends declared Cash Dividends Aggregate 2023 First quarter $ 0.2250 $ 9,682 Second quarter $ 0.2250 $ 9,709 Total $ 0.4500 $ 19,391 2022 First quarter $ 0.2200 $ 8,137 Second quarter $ 0.2200 $ 8,829 Third quarter $ 0.2200 $ 9,426 Fourth quarter $ 0.2200 $ 9,426 Total $ 0.8800 $ 35,818 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Preferred stock - schedule of series a preferred stock outstanding | During the six months ended June 30, 2023, the Company repurchased and retired 1,730 shares of Series A Preferred Stock. The table below sets forth the Company’s outstanding Series A Preferred Stock as of June 30, 2023. Preferred stock - schedule of series a preferred stock outstanding Preferred Stock Issuance Issuance Number Liquidation Value Dividend 7.5% Series A Preferred Stock 10/25/2017 1,953,783 $ 25.00 7.5% |
Preferred stock - schedule of series a preferred stock dividends declared | The following table sets forth the 7.5% Series A Preferred Stock dividends that were declared during the six months ended June 30, 2023 and the year ended December 31, 2022. Preferred stock - schedule of series a preferred stock dividends declared Cash Dividends Aggregate 2023 First quarter $ 0.468750 $ 916 Second quarter $ 0.468750 $ 916 Total $ 0.937500 $ 1,832 2022 First quarter $ 0.468750 $ 949 Second quarter $ 0.468750 $ 945 Third quarter $ 0.468750 $ 930 Fourth quarter $ 0.468750 $ 917 Total $ 1.875000 $ 3,741 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling interest - schedule of redeemable non-controlling interest | The following table sets forth the OP Unit distributions that were declared during the six months ended June 30, 2023 and the year ended December 31, 2022. Non-controlling interest - schedule of redeemable non-controlling interest Cash Distributions Aggregate 2023 First quarter $ 0.2250 $ 110 Second quarter $ 0.2250 $ 110 Total $ 0.4500 $ 220 2022 First quarter $ 0.2200 $ 108 Second quarter $ 0.2200 $ 108 Third quarter $ 0.2200 $ 108 Fourth quarter $ 0.2200 $ 108 Total $ 0.8800 $ 432 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Incentive award plan - schedule of nonvested restricted stock shares activity | The following table is a summary of the total restricted shares granted, forfeited and vested for the six months ended June 30, 2023: Incentive award plan - schedule of nonvested restricted stock shares activity Shares Unvested restricted stock at January 1, 2023 280,074 Granted 181,375 Forfeited — Vested (97,109 ) Unvested restricted stock at June 30, 2023 364,340 |
Incentive award plan - schedule of unvested restricted stock units activity | The following table summarizes activity related to the Company’s unvested PSUs during the six months ended June 30, 2023. No PSUs were granted for the year ended December 31, 2022. Incentive award plan - schedule of unvested restricted stock units activity Unvested Performance Stock Units Performance Weighted Average Balance at December 31, 2022 — $ — Granted 51,410 $ 30.15 Vested — $ — Forfeited — $ — Balance at June 30, 2023 51,410 $ 30.15 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share - Schedule of Earnings per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Earnings per Share - Schedule of Earnings per Share Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net loss $ (2,634 ) $ (4,464 ) $ (5,970 ) $ (8,934 ) Less: Net loss attributable to non-controlling interest (30 ) (55 ) (68 ) (115 ) Net loss attributable to Plymouth Industrial REIT, Inc. (2,604 ) (4,409 ) (5,902 ) (8,819 ) Less: Preferred Stock dividends 916 1,320 1,832 3,019 Less: Series B Preferred Stock accretion to redemption value — 750 — 2,250 Less: Loss on extinguishment of Series A Preferred Stock — 24 2 24 Less: Amount allocated to participating securities 82 65 170 132 Net loss attributable to common stockholders $ (3,602 ) $ (6,568 ) $ (7,906 ) $ (14,244 ) Denominator Weighted-average common shares outstanding basic and diluted 42,646,535 39,106,576 42,625,768 37,675,032 Net loss per share attributable to common stockholders – basic and diluted $ (0.08 ) $ (0.17 ) $ (0.19 ) $ (0.38 ) |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details Narrative) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 ft² Number | Dec. 31, 2021 | |
Industrial Properties | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Number of Real Estate Properties | Number | 157 | |
Number of Units in Real Estate Property | Number | 210 | |
Real estate properites, approximate square feet | ft² | 34,200,000 | |
Property Management Office - Columbus, OH | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Real estate properites, approximate square feet | ft² | 17,260 | |
Plymouth Industrial Operating Partners, LP | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership equity interest in the operating partnership | 98.90% | 98.90% |
Summary of significant accoun_4
Summary of significant accounting policies - schedule of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash | $ 19,010 | $ 11,003 | ||
Cash held in escrow | 12,498 | 13,376 | ||
Restricted cash | 7,009 | 6,834 | ||
Cash, cash held in escrow, and restricted cash | $ 38,517 | $ 31,213 | $ 36,066 | $ 43,374 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt issuance costs | $ 10,842 | $ 10,815 |
Accumulated amortization | 6,962 | 6,175 |
Revolving Credit Facility [Member] | ||
Unamortized debt issuance expense | $ 1,860 | $ 2,306 |
Real estate properties - schedu
Real estate properties - schedule of real estate properties (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
Land | $ 231,829 | $ 231,829 |
Buildings and improvements | 1,178,128 | 1,141,832 |
Site improvements | 132,295 | 132,295 |
Construction in progress | 29,082 | 49,890 |
Real estate properties at cost | 1,571,334 | 1,555,846 |
Less: accumulated depreciation | (239,306) | (205,629) |
Real estate properties, net | $ 1,332,028 | $ 1,350,217 |
Real Estate Properties, Net (De
Real Estate Properties, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Real Estate [Abstract] | ||||
Depreciation expense | $ 16,891 | $ 16,093 | $ 33,762 | $ 30,486 |
Leases - schedule of rental rev
Leases - schedule of rental revenue components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Income from leases | $ 36,440 | $ 33,362 | $ 72,380 | $ 63,946 |
Straight-line rent adjustments | 705 | 904 | 1,617 | 1,726 |
Tenant recoveries | 12,085 | 10,801 | 23,870 | 20,569 |
Amortization of above market leases | (166) | (198) | (336) | (364) |
Amortization of below market leases | 835 | 743 | 1,739 | 2,455 |
Total | $ 49,899 | $ 45,612 | $ 99,270 | $ 88,332 |
Leases - schedule of lease cost
Leases - schedule of lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Operating lease expense included in general and administrative expense attributable to office leases | $ 190 | $ 207 | $ 382 | $ 422 |
Operating lease expense included in property expense attributable to ground sublease | 9 | 9 | 18 | 18 |
Non-cash adjustment due to straight-line rent adjustments | 35 | 25 | 69 | 50 |
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) | $ 234 | $ 241 | $ 469 | $ 490 |
Leases - schedule of lessee fut
Leases - schedule of lessee future minimum rental commitments under non-cancellable leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases | |
July 1, 2023 - December 31, 2023 | $ 658 |
2024 | 1,280 |
2025 | 894 |
2026 | 803 |
2027 | 818 |
Thereafter | 3,491 |
Total minimum operating lease payments | 7,944 |
Less imputed interest | (1,619) |
Total operating lease liability | $ 6,325 |
Leases - schedule of finance le
Leases - schedule of finance lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Depreciation/amortization of financing lease right-of-use assets | $ 6 | $ 7 | $ 13 | $ 14 |
Interest expense for financing lease liability | 45 | 44 | 89 | 88 |
Total financing lease cost | $ 51 | $ 51 | $ 102 | $ 102 |
Leases - schedule of finance _2
Leases - schedule of finance lease, liability, fiscal year maturity (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases | |
July 1, 2023 - December 31, 2023 | $ 77 |
2024 | 155 |
2025 | 170 |
2026 | 170 |
2027 | 170 |
Thereafter | 6,367 |
Total minimum financing lease payments | 7,109 |
Less imputed interest | (4,849) |
Total financing lease liability | $ 2,260 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Lease description | five |
Operating lease right of use asset | $ 5,269 |
Operating lease liability | $ 6,325 |
Weighted average incremental borrowing rate | 4% |
Operating Lease, Weighted Average Remaining Lease Term | 8 years 4 months 24 days |
Financing lease remaining lease term | 32 years 6 months |
Finance lease renewal option | includes the exercise of a single twenty-year renewal option |
Finance lease weighted average discount rate, percent | 7.80% |
Finance lease weighted average remaining lease term | 32 years 6 months |
Minimum [Member] | |
Operating lease remaining lease term | 10 months 24 days |
Maximum [Member] | |
Operating lease remaining lease term | 32 years 6 months |
Indebtedness - schedule of secu
Indebtedness - schedule of secured and unsecured debt outstanding (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||
Total secured debt | $ 387,533 | $ 391,228 | |
Unamortized premium/(discount), net | 193 | 288 | |
Total secured debt, net | 386,191 | 389,531 | |
Total unsecured debt | 450,000 | 450,000 | |
Total unsecured debt, net | 447,655 | 447,345 | |
Total borrowings under line of credit | $ 87,500 | 77,500 | |
Revolving Credit Facility [Member] | KeyBank Unsecured Line of Credit | |||
Debt Instrument [Line Items] | |||
Maturity date | [1] | Aug. 11, 2025 | |
Interest rate | [1],[2] | 6.82% | |
Unsecured line of credit | [1] | $ 87,500 | 77,500 |
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total secured debt | 387,533 | 391,228 | |
Unamortized debt issuance costs, net | (1,535) | (1,985) | |
Unamortized premium/(discount), net | 193 | 288 | |
Secured Debt [Member] | AIG Loan | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 110,357 | 111,758 | |
Interest rate | 4.08% | ||
Maturity date | Nov. 01, 2023 | ||
Secured Debt [Member] | Transamerica Loan | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 66,720 | 67,398 | |
Interest rate | 4.35% | ||
Maturity date | Aug. 01, 2028 | ||
Secured Debt [Member] | Allianz Loan | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 61,830 | 62,388 | |
Interest rate | 4.07% | ||
Maturity date | Apr. 10, 2026 | ||
Secured Debt [Member] | Minnesota Life Loan | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 19,796 | 20,019 | |
Interest rate | 3.78% | ||
Maturity date | May 01, 2028 | ||
Secured Debt [Member] | Minnesota Life Memphis Industrial Loan | |||
Debt Instrument [Line Items] | |||
Total secured debt | [3] | $ 55,529 | 56,000 |
Interest rate | [3] | 3.15% | |
Maturity date | [3] | Jan. 01, 2028 | |
Secured Debt [Member] | Ohio National Life Mortgage | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 18,732 | 19,045 | |
Interest rate | 4.14% | ||
Maturity date | Aug. 01, 2024 | ||
Secured Debt [Member] | Nationwide Loan | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 15,000 | 15,000 | |
Interest rate | 2.97% | ||
Maturity date | Oct. 01, 2027 | ||
Secured Debt [Member] | Lincoln Life Gateway Mortgage | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 28,800 | 28,800 | |
Interest rate | 3.43% | ||
Maturity date | Jan. 01, 2028 | ||
Secured Debt [Member] | Midland National Life Insurance Mortgage | |||
Debt Instrument [Line Items] | |||
Total secured debt | $ 10,769 | 10,820 | |
Interest rate | 3.50% | ||
Maturity date | Mar. 10, 2028 | ||
Unsecured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs, net | $ (2,345) | (2,655) | |
Total unsecured debt | $ 450,000 | 450,000 | |
Unsecured Debt [Member] | $100m KeyBank Term Loan | |||
Debt Instrument [Line Items] | |||
Maturity date | [1] | Aug. 11, 2026 | |
Total unsecured debt | [1] | $ 100,000 | 100,000 |
Interest rate | [1],[2],[4] | 3.10% | |
Unsecured Debt [Member] | $200m KeyBank Term Loan | |||
Debt Instrument [Line Items] | |||
Maturity date | [1] | Feb. 11, 2027 | |
Total unsecured debt | [1] | $ 200,000 | 200,000 |
Interest rate | [1],[2],[4] | 3.13% | |
Unsecured Debt [Member] | $150m KeyBank Term Loan | |||
Debt Instrument [Line Items] | |||
Maturity date | [1] | May 02, 2027 | |
Total unsecured debt | [1] | $ 150,000 | $ 150,000 |
Interest rate | [1],[2],[4] | 4.50% | |
[1]On May 2, 2022, the Company entered into an amendment to the KeyBank unsecured facility. The credit facility agreement, as amended, expanded the availability on the KeyBank unsecured line of credit up to $350 million and entered into a new $150 million unsecured term loan (the “$150m KeyBank Term Loan”), with an accordion feature that allows the total borrowing capacity under the credit facility to be increased to $1 billion, subject to certain conditions. The $150m KeyBank Term Loan matures in May 2027. The maturity date for the KeyBank unsecured line of credit remains unchanged. The amendment also provided for the transition of the reference rate for the KeyBank unsecured line of credit and the $100m, $200m, and $150m KeyBank Term Loans from 1-month LIBOR to Secured Overnight Financing Rate (“SOFR”). Borrowings under the credit agreement, as amended, bear interest at either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the Adjusted Term SOFR for a one month tenor plus 1.0% or (2) SOFR, plus, in either case, a spread (A) between 35 and 90 basis points for revolver base rate loans or between 135 and 190 basis points for revolver SOFR rate loans and (B) between 30 and 85 basis points for term base rate loans or between 130 and 185 basis points for term SOFR rate loans, with the amount of the spread depending on the Company’s total leverage ratio.[2]For the month of June 2023, the one-month term SOFR for our unsecured debt and borrowings under line of credit was 5.172%. The spread over the applicable rate for the $100m, $150m, and $200m KeyBank Term Loans and KeyBank unsecured line of credit is based on the Company’s total leverage ratio plus the 0.1% SOFR index adjustment.[3]On March 11, 2022, a wholly-owned subsidiary of the Operating Partnership assumed a mortgage (the “Minnesota Life Memphis Industrial Loan”) with a balance of $56,000 in conjunction with our acquisition of all outstanding interests in the entity owning the portfolio in Memphis, Tennessee. The Minnesota Life Memphis Industrial Loan, held by Minnesota Life Insurance Company, matures on January 1, 2028, bears interest at 3.15% and is secured by the properties. The Minnesota Life Memphis Industrial Loan requires monthly installments of interest only through January 1, 2023, and afterwards, monthly installments of principal plus accrued interest through January 1, 2028, at which time a balloon payment is required. The Company has the right to prepay the borrowings outstanding, subject to a prepayment penalty in effect until the loan approaches maturity.[4]As of June 30, 2023, the one-month term SOFR for the $100m, $150m and $200m KeyBank Term Loans was swapped to a fixed rate of 1.504%, 2.904%, and 1.527%, respectively. |
Indebtedness - schedule of fair
Indebtedness - schedule of fair value of debt instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Secured debt | $ 387,533 | $ 391,228 |
Secured debt, fair value | 368,645 | 372,682 |
Unsecured debt | 450,000 | 450,000 |
Unsecured debt, fair value | 450,000 | 450,000 |
Borrowings under line of credit, net | 87,500 | 77,500 |
Borrowings under line of credit, net, fair value | 87,500 | 77,500 |
Total | 925,033 | 918,728 |
Total fair value | 906,145 | 900,182 |
Unamortized debt issuance cost, net | (3,880) | (4,640) |
Unamortized premium/(discount), net | 193 | 288 |
Total carrying value | $ 921,346 | $ 914,376 |
Derivative financial instrume_3
Derivative financial instruments - schedule of interest rate derivatives (Details) - Interest Rate Swap [Member] - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | |||
Capital One, N.A. | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Trade date | July 13, 2022 | |||
Effective date | Jul. 01, 2022 | |||
Maturity date | Feb. 11, 2027 | |||
Notional value | $ 200,000 | $ 200,000 | [1] | |
Fair value | $ 17,078 | 17,062 | [2] | |
Capital One, N.A. | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
SOFR interest strike rate | [3] | 1.527% | ||
JPMorgan Chase Bank, N.A. | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Trade date | July 13, 2022 | |||
Effective date | Jul. 01, 2022 | |||
Maturity date | Aug. 08, 2026 | |||
Notional value | $ 100,000 | 100,000 | [1] | |
Fair value | $ 8,002 | 7,932 | [2] | |
JPMorgan Chase Bank, N.A. | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
SOFR interest strike rate | [3] | 1.504% | ||
JPMorgan Chase Bank, N.A. #2 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Trade date | August 19, 2022 | |||
Effective date | Sep. 01, 2022 | |||
Maturity date | May 02, 2027 | |||
Notional value | $ 75,000 | 75,000 | [1] | |
Fair value | $ 3,063 | 2,565 | [2] | |
JPMorgan Chase Bank, N.A. #2 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
SOFR interest strike rate | 2.904% | |||
Wells Fargo Bank, N.A. | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Trade date | August 19, 2022 | |||
Effective date | Sep. 01, 2022 | |||
Maturity date | May 02, 2027 | |||
Notional value | $ 37,500 | 37,500 | [1] | |
Fair value | $ 1,528 | 1,283 | [2] | |
Wells Fargo Bank, N.A. | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
SOFR interest strike rate | 2.904% | |||
Capital One, N.A. #2 | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Trade date | August 19, 2022 | |||
Effective date | Sep. 01, 2022 | |||
Maturity date | May 02, 2027 | |||
Notional value | $ 37,500 | 37,500 | [1] | |
Fair value | $ 1,509 | $ 1,273 | [2] | |
Capital One, N.A. #2 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
SOFR interest strike rate | 2.904% | |||
[1]Represents the notional value of interest rate swaps effective as of June 30, 2023.[2]As of June 30, 2023, all our interest rate swaps were in an asset position.[3]On July 13, 2022, the Company entered into amendments to the $200,000 and $100,000 notional interest rate swap agreements with Capital One, N.A. and JPMorgan Chase Bank, N.A., respectively. The amendments transitioned the previous USD-LIBOR floating rates to USD-SOFR CME Term floating rates and were effective as of July 1, 2022. |
Derivative financial instrume_4
Derivative financial instruments - schedule of cash flow hedges included in accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Amount of unrealized gain recognized in AOCI on derivatives | $ 8,135 | $ 5,860 | $ 1,065 | $ 15,928 |
Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded | $ 3,414 | $ 635 | $ 6,266 | $ 1,339 |
Derivative financial instrume_5
Derivative financial instruments - schedule of derivative assets at fair value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value | $ 31,180 | $ 30,115 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value | 31,180 | 30,115 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value |
Common stock - schedule of comm
Common stock - schedule of common stock dividends declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Common Stock | ||||||||
Cash dividends declared, per share | $ 0.2250 | $ 0.2250 | $ 0.2200 | $ 0.2200 | $ 0.2200 | $ 0.2200 | $ 0.4500 | $ 0.8800 |
Common stock dividends declared, aggregate amount | $ 9,709 | $ 9,682 | $ 9,426 | $ 9,426 | $ 8,829 | $ 8,137 | $ 19,391 | $ 35,818 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Feb. 28, 2023 | |
The 2023 Two Hundred Million Atm Program [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Available for issue under the ATM Program | $ 200,000 | |
Shares issued | 70,000 | |
Net proceeds | $ 1,248 | |
The 2021 $200 Million ATM Program | ||
Subsidiary, Sale of Stock [Line Items] | ||
Available for issue under the ATM Program | $ 198,379 |
Preferred stock - schedule of s
Preferred stock - schedule of series a preferred stock outstanding (Details) - Series A Preferred Stock [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock issued, issuance date | 10/25/2017 | |
Preferred stock, shares issued | 1,953,783 | 1,955,513 |
Liquidation value per share | $ 25 | |
Dividend rate | 7.50% |
Preferred stock - schedule of_2
Preferred stock - schedule of series a preferred stock dividends declared (Details) - Series A Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Preferred stock cash dividends declared, per share | $ 0.468750 | $ 0.468750 | $ 0.468750 | $ 0.468750 | $ 0.468750 | $ 0.468750 | $ 0.937500 | $ 1.875000 |
Preferred stock dividends declared, aggregate amount | $ 916 | $ 916 | $ 917 | $ 930 | $ 945 | $ 949 | $ 1,832 | $ 3,741 |
Non-controlling interest - sche
Non-controlling interest - schedule of redeemable non-controlling interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||||||||
Cash Distributions Declared per OP Unit | $ 0.2250 | $ 0.2250 | $ 0.2200 | $ 0.2200 | $ 0.2200 | $ 0.2200 | $ 0.4500 | $ 0.8800 |
Aggregate amount | $ 110 | $ 110 | $ 108 | $ 108 | $ 108 | $ 108 | $ 220 | $ 432 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |||||
Operating partnership units, outstanding | 490,299 | 490,299 | 490,299 | ||
Loss attributed to non-controlling interest | $ 30 | $ 55 | $ 68 | $ 115 |
Incentive award plan - schedule
Incentive award plan - schedule of nonvested restricted stock shares activity (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | 181,375 |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested restricted stock at beginning | 280,074 |
Granted | 181,375 |
Forfeited | |
Vested | (97,109) |
Unvested restricted stock at ending | 364,340 |
Incentive award plan - schedu_2
Incentive award plan - schedule of unvested restricted stock units activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | shares | 181,375 |
Weighted average grant date fair value per unit, Granted | $ / shares | $ 21.48 |
Performance Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested restricted stock at beginning | shares | |
Weighted average grant date fair value per unit, beginning | $ / shares | |
Granted | shares | 51,410 |
Weighted average grant date fair value per unit, Granted | $ / shares | $ 30.15 |
Vested | shares | |
Weighted average grant date fair value per unit, Vested | $ / shares | |
Forfeited | shares | |
Weighted average grant date fair value per unit, Forfeited | $ / shares | |
Unvested restricted stock at ending | shares | 51,410 |
Weighted average grant date fair value per unit, ending | $ / shares | $ 30.15 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 15, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 1,276 | $ 980 | |||
Unrecognized compensation expense | $ 6,378 | $ 6,378 | |||
Weighted average period for recognition | 3 years 1 month 6 days | ||||
Shares granted | 181,375 | ||||
Weighted average fair value | $ 3,896 | ||||
Weighted average fair value, per share | $ 21.48 | ||||
Performance Stock Units [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation expense | 1,525 | $ 1,525 | |||
Weighted average period for recognition | 2 years 6 months | ||||
Shares granted | 51,410 | ||||
Weighted average fair value | $ 1,550 | ||||
Weighted average fair value, per share | $ 30.15 | ||||
Shares granted | 51,410 | ||||
Volatility | 29% | ||||
Dividend | 4.20% | ||||
Risk free interest rate | 4.20% | ||||
Equity-based compensation expenses | $ 25 | $ 0 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator | ||||
Net loss | $ (2,634) | $ (4,464) | $ (5,970) | $ (8,934) |
Less: Net loss attributable to non-controlling interest | (30) | (55) | (68) | (115) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (2,604) | (4,409) | (5,902) | (8,819) |
Less: Preferred Stock dividends | 916 | 1,320 | 1,832 | 3,019 |
Less: Series B Preferred Stock accretion to redemption value | 750 | 2,250 | ||
Less: Loss on extinguishment of Series A Preferred Stock | 24 | 2 | 24 | |
Less: Amount allocated to participating securities | 82 | 65 | 170 | 132 |
Net loss attributable to common stockholders | $ (3,602) | $ (6,568) | $ (7,906) | $ (14,244) |
Denominator | ||||
Weighted-average common shares outstanding basic and diluted | 42,646,535 | 39,106,576 | 42,625,768 | 37,675,032 |
Net loss per share attributable to common stockholders – basic and diluted | $ (0.08) | $ (0.17) | $ (0.19) | $ (0.38) |
Earnings per Share (Details Nar
Earnings per Share (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 shares | |
Restricted Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 364,340 |
Performance Stock Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 51,410 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 | |
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 $300 to $600 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. |