UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

February __, 2020 (December 10, 2019)

Date of Report (Date of earliest event reported)

 

PLYMOUTH INDUSTRIAL REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

         
MARYLAND   001-38106   27-5466153

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

   

260 Franklin Street, 7th Floor

Boston, MA 02110

(Address of Principal Executive Offices) (Zip Code)

(617) 340-3814

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share PLYM NYSE American
7.50% Series A Cumulative Redeemable Preferred Stock, PLYM-PrA NYSE American
par value $0.01 per share    
 

 

 

Explanatory Note

 

On December 10, 2019, Plymouth Industrial REIT, Inc. (the “Company”) announced that on December 4, 2019, it completed the previously announced acquisition of (1) a nine-building industrial portfolio located in Indianapolis, Indiana for an aggregate purchase price of $49.815 million (the “Shadeland Commerce Center”) and (2) an industrial property located in Indianapolis for a purchase price of $12.15 million (“7901 West 21st Street”).

 

This Current Report on Form 8-K/A amends Item 9.01 of the original Form 8-K filed on December 10, 2019 to present the historical financial statements and the unaudited pro forma financial information required to be filed by Item 9.01(a) and (b), for the Company’s acquisition of the Shadeland Commerce Center and 7901 West 21st Street.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

The statements of revenues and certain operating expenses of the Shadeland Commerce Center and 7901 West 21st Street for the nine months ended September 30, 2019 (unaudited) and the year ended December 31, 2018, along with the accompanying notes to the statements of revenues and certain operating expenses for the periods presented, are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.

 

(b) Pro-forma Financial Information

 

This Current Report on Form 8-K/A includes the Company’s unaudited pro forma condensed consolidated balance sheet as of September 30, 2019, the Company’s unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 and notes to the unaudited pro forma condensed consolidated financial statements. This unaudited condensed consolidated financial information is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated herein by reference.

 

This unaudited pro forma financial information is not necessarily indicative of the expected financial position or results of the Company’s operations for any future period. Differences could result from numerous factors, including future changes in the Company’s portfolio of investments, changes in interest rates, changes in the Company’s capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received from the Company’s existing leases or leases the Company may enter into during and after 2020, and for other reasons.

 

(d) Exhibits

 

23.1 Consent of Independent Auditors
   
99.1 Statements of revenues and certain operating expenses of the Shadeland Commerce Center for the nine months ended September 30, 2019 (unaudited) and the year ended December 31, 2018, and the notes to the statements of revenues and certain operating expenses for the periods presented.
   
99.2 Statements of revenues and certain operating expenses of 7901 West 21st Street for the nine months ended September 30, 2019 (unaudited) and the year ended December 31, 2018 (audited) and the notes to the statements of revenue and certain operating expenses for the periods presented.
   
99.3 Unaudited pro forma condensed consolidated balance sheet as of September 30, 2019, unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 and notes to the unaudited pro forma condensed consolidated financial statements.
   

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        PLYMOUTH INDUSTRIAL REIT, INC.
       
Date: February 18, 2020       By:  

/s/ Jeffrey E. Witherell

            Jeffrey E. Witherell
            Chief Executive Officer

 

Exhibit 23.1

 

 

 

CONSENT OF INDEPENDENT AUDITORS

 

We consent to the incorporation by reference in the Registration Statement of Plymouth Industrial REIT, Inc. on Form S-3 (File No. 333-226438) of our reports dated February 18, 2020 with respect to our audits of the Statements of Revenues and Certain Operating Expenses of 7901 West 21st Street and Shadeland Commerce Center for the year ended December 31, 2018.

 

 

 

 

/s/ Frazier & Deeter, LLC

Atlanta, Georgia

February 18, 2020

 

 

Exhibit 99.1

 

 

SHADEland commerce center

 

Statements of revenues and
certain operating expenses

 

for the nine months ended
september 30, 2019 (unaudited) and the
year ended December 31, 2018 (audited)

 

 

 

shadeland commerce center

Table of Contents

 

  Page
Independent Auditors' Report 1 - 2
   
Financial Statements:  
   
     Statements of Revenues and Certain Operating Expenses 3
   
     Notes to Statements of Revenues and Certain Operating Expenses 4 – 6

 

 

 

 

 

 

 

INDEPENDENT AUDITORS' REPORT

 

 

 

To the Members of Plymouth Industrial REIT, Inc.

Boston, Massachusetts

We have audited the accompanying statement of revenues and certain operating expenses of Shadeland Commerce Center, the "Property," for the year ended December 31, 2018, and the related notes to the financial statement.

Management's Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America and in accordance with applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of a financial statement that is free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

Page 1 

 

 

Opinion

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses of the Property for the year ended December 31, 2018, in accordance with accounting principles generally accepted in the United States of America and in accordance with applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired.

Emphasis of Matter

We draw attention to Note 2 to the accompanying financial statement, which describes that the statements of revenues and certain operating expenses of the Property were prepared for the purpose of complying with the rules of the Securities and Exchange Commission (for the inclusion on Form 8-K of Plymouth Industrial REIT, Inc.) and is not intended to be a complete presentation of the Property's revenues and expenses. Our opinion has not been modified with respect to this matter.

     
Atlanta, Georgia  
February 18, 2020  
   

 

 

Page 2 

 

 

shadeland commerce center

 

Statements of Revenues and Certain Operating Expenses

 

 

   

Nine Months
Ended

September 30,

2019

(Unaudited)

   

 

Year Ended

December 31,

2018

(Audited)

 
             
Revenues:                
Rent   $ 4,532,672     $ 5,623,654  
Tenant reimbursement     579,922       758,317  
Other income     24,778       40,077  
                 
Total revenues     5,137,372       6,422,048  
                 
Certain operating expenses:                
Real estate taxes     599,119       651,988  
Repairs and maintenance     634,010       780,099  
Property management fees     208,863       270,418  
Utilities     108,438       161,702  
Insurance     79,344       105,211  
Direct billed expenses     221,947       282,606  
Other expenses     52,014       59,952  
                 
Total certain operating expenses     1,903,735       2,311,976  
                 
Revenues in excess of certain operating expenses   $ 3,233,637     $ 4,110,072  

 

 

The accompanying notes are an integral part
of the statements of revenues and certain operating expenses.

 

Page 3 

 

shadeland commerce center

 

Notes to Statements of Revenues and Certain Operating Expenses

 

For the Nine Months Ended September 30, 2019 (Unaudited) and
the Year Ended December 31, 2018 (Audited)

 

Note 1     -Description of real estate property acquired:

On December 4, 2019, Plymouth Industrial REIT Incorporated ("Plymouth") acquired the Shadeland Commerce Center (the "Property") from First Industrial, L.P. (the "Company"). The Property is comprised of 9 retail space buildings, totaling approximately 1,747,411 square feet. Total consideration for the acquisition was approximately $49.8 million.

Note 2     Basis of accounting:

The accompanying statements of revenues and certain operating expenses are presented in conformity with accounting principles generally accepted in the United States of America and in accordance with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC"), which requires certain information with respect to real estate operations be included with certain filings with the SEC. Accordingly, the statements exclude certain historical income and expenses that are not comparable to the proposed future operations of the property such as certain ancillary income, amortization, depreciation, interest and corporate expenses. Therefore, the statements will not be comparable to the statements of operations of the Property after its acquisition by Plymouth and are not intended to be a complete representation of the Property's revenues and expenses.

Note 3     Significant accounting policies:

Revenue

Revenues are comprised primarily of rent (including amortization of deferred rent), tenant reimbursement of operating expenses (recoveries), and other ancillary revenue. As a lessor, the Company has retained substantially all of the risks and benefits of ownership of the Property and accounts for its leases with its tenants as operating leases. Income on leases, which includes scheduled increases in rental rates during the lease term and/or abated rent payments for various periods following the tenant's lease commencement date, is recognized on a straight-line basis over the terms of the respective leases when collectability is reasonably assured. A deferred rent receivable is recognized, representing the excess of rental revenue recognized on a straight-line basis over cash received pursuant to the applicable lease provisions, net of amounts that may become uncollectible in the future. The adjustment to this receivable is reflected in the "rental revenue" line item in the statements of revenues and certain operating expenses.

Page 4 

 

 

shadeland commerce center

 

Notes to Statements of Revenues and Certain Operating Expenses - Continued

 

For the Nine Months Ended September 30, 2019 (Unaudited) and
the Year Ended December 31, 2018 (Audited)

 

Note 3     Significant Accounting Policies - continued:

Revenue - continued

The Property's leases generally provide for the reimbursement of operating expenses, or in certain cases increases in operating expenses above a base year amount, payable to the Property in equal installments throughout the year based on estimated operating expenses, and are recorded as revenue. Any differences between the estimated operating expenses and actual amounts incurred are adjusted at year end. No significant adjustments were required as of September 30, 2019 or December 31, 2018.

Use of estimates

The preparation of the statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting periods. Actual results could differ from those estimates.

Subsequent events

Subsequent events have been evaluated through February 18, 2020, the date the accompanying statements of revenues and certain operating expenses were issued.

Note 4     Future minimum rental commitments:

Future minimum rental revenue for non-cancelable operating leases (base rents) excluding tenant reimbursements of operating expenses as of December 31, 2018 are as follows:

   

Year Ended

December 31,

 
       
2019   $ 5,775,796  
2020     4,645,659  
2021     3,577,663  
2022     3,448,240  
2023     2,180,782  
Thereafter     3,718,103  
Total   $ 23,346,243  

 

Page 5 

 

 

shadeland commerce center

 

Notes to Statements of Revenues and Certain Operating Expenses - Continued

 

For the Nine Months Ended September 30, 2019 (Unaudited) and
the Year Ended December 31, 2018 (Audited)

 

Note 5     Interim unaudited financial information:

The statement of revenues and certain operating expenses for the nine months ended September 30, 2019 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the financial statement for the interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.

Page 6 

Exhibit 99.2

 

7901 West 21st Street

 

Statements of revenues and
certain operating expenses

 

for the nine months ended
september 30, 2019 (unaudited) and the
year ended December 31, 2018 (audited)

 

 

 

7901 West 21st street

Table of Contents

 

  Page
Independent Auditors' Report 1 - 2
   
Financial Statements:  
   
     Statements of Revenues and Certain Operating Expenses 3
   
     Notes to Statements of Revenues and Certain Operating Expenses 4 - 6

 

 

 

 

 

INDEPENDENT AUDITORS' REPORT

 

 

 

To the Members of Plymouth Industrial REIT, Inc.

Boston, Massachusetts

We have audited the accompanying statement of revenues and certain operating expenses of 7901 West 21st Street, the "Property," for the year ended December 31, 2018, and the related notes to the financial statement.

Management's Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America and in accordance with applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of a financial statement that is free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Page 1 

 

Opinion

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses of the Property for the year ended December 31, 2018, in accordance with accounting principles generally accepted in the United States of America and in accordance with applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired.

Emphasis of Matter

We draw attention to Note 2 to the accompanying financial statement, which describes that the statements of revenues and certain operating expenses of the Property were prepared for the purpose of complying with the rules of the Securities and Exchange Commission (for the inclusion on Form 8-K of Plymouth Industrial REIT, Inc.) and is not intended to be a complete presentation of the Property's revenues and expenses. Our opinion has not been modified with respect to this matter.

 

     
Atlanta, Georgia  
February 18, 2020  
   

  

 

Page 2 

 

 

7901 West 21st street

 

Statements of Revenues and Certain Operating Expenses

 

   

Nine Months
Ended

September 30,

2019

(Unaudited)

   

 

Year Ended

December 31,

2018

(Audited)

 
             
Revenues:                
Rent   $ 945,093     $ 1,213,654  
Tenant reimbursements     37,760       59,636  
Other income     105       110  
                 
Total revenues     982,958       1,273,400  
                 
Certain operating expenses:                
Real estate taxes     120,697       154,648  
Repairs and maintenance     66,545       91,345  
Property management fees     34,193       43,726  
Utilities     3,033       3,920  
Insurance     16,070       21,315  
Direct billed expenses     15,056       26,077  
Other expenses     9,986       12,696  
                 
Total certain operating expenses     265,580       353,727  
                 
Revenues in excess of certain operating expenses   $ 717,378     $ 919,673  
                 

 

The accompanying notes are an integral part
of the statements of revenues and certain operating expenses.

 

 

Page 3 

 

7901 West 21st street

 

Notes to Statements of Revenues and Certain Operating Expenses

 

For the Nine Months Ended September 30, 2019 (Unaudited) and
the Year Ended December 31, 2018 (Audited)

Note 1     Description of real estate property acquired:

On December 4, 2019, Plymouth Industrial REIT Incorporated ("Plymouth") acquired 7901 West 21st Street (the "Property") from First Industrial, L.P. (the "Company"). The Property is comprised of retail space, totaling approximately 353,000 square feet. Total consideration for the acquisition was approximately $12.15 million.

Note 2     Basis of accounting:

The accompanying statements of revenues and certain operating expenses are presented in conformity with accounting principles generally accepted in the United States of America and in accordance with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC"), which requires certain information with respect to real estate operations be included with certain filings with the SEC. Accordingly, the statements exclude certain historical income and expenses that are not comparable to the proposed future operations of the property such as certain ancillary income, amortization, depreciation, interest and corporate expenses. Therefore, the statements will not be comparable to the statements of operations of the Property after its acquisition by Plymouth and are not intended to be a complete representation of the Property's revenues and expenses.

Note 3     Significant accounting policies:

Revenue

Revenues are comprised primarily of rent (including amortization of deferred rent) and other ancillary revenue. As a lessor, the Company has retained substantially all of the risks and benefits of ownership of the Property and accounts for its leases with its tenants as operating leases. Income on leases, which includes scheduled increases in rental rates during the lease term and/or abated rent payments for various periods following the tenant's lease commencement date, is recognized on a straight-line basis over the terms of the respective leases when collectability is reasonably assured. A deferred rent receivable is recognized, representing the excess of rental revenue recognized on a straight-line basis over cash received pursuant to the applicable lease provisions, net of amounts that may become uncollectible in the future. The adjustment to this receivable is reflected in the "rental revenue" line item in the statements of revenues and certain operating expenses.

Page 4 

 

 

7901 West 21st street

 

Notes to Statements of Revenues and Certain Operating Expenses

 

For the Nine Months Ended September 30, 2019 (Unaudited) and
the Year Ended December 31, 2018 (Audited)

 

Note 3     Significant Accounting Policies - continued:

Revenue - continued

The Property's leases generally provide for the reimbursement of operating expenses, or in certain cases increases in operating expenses above a base year amount, payable to the Company in equal installments throughout the year based on estimated operating expenses, and are recorded as revenue. Any differences between the estimated operating expenses and actual amounts incurred are adjusted at year end. No significant adjustments were required as of September 30, 2019 or December 31, 2018.

Use of estimates

The preparation of the statements of revenues and certain operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting periods. Actual results could differ from those estimates.

Subsequent events

Subsequent events have been evaluated through February 18, 2020, the date the accompanying statements of revenues and certain operating expenses were issued.

Note 4     Future minimum rental commitments:

Future minimum rental revenue for non-cancelable operating leases (base rents) excluding tenant reimbursements of operating expenses as of December 31, 2018 are as follows:

   

Year Ended

December 31,

 
       
2019   $ 1,261,759  
2020     955,608  
2021     980,562  
2022     297,675  
2023     305,775  
Thereafter     716,850  
         
Total   $ 4,518,229  

 

Note 5     Interim unaudited financial information:

The statement of revenues and certain operating expenses for the nine months ended September 30, 2019 is unaudited; however, in the opinion of management, all adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the financial statement for the interim period have been included. The results of the interim period are not necessarily indicative of the results to be obtained for a full fiscal year.

Page 5 

 

 

Exhibit 99.3

 

PLYMOUTH INDUSTRIAL REIT INC.

Overview to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

The accompanying unaudited pro forma condensed consolidated financial statements have been derived from the historical condensed consolidated financial statements of the Company. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2019 is presented to reflect adjustments to the Company’s historical balance sheet as if the Company’s Shadeland Commerce Center Portfolio and 7901 West 21st St. acquisitions were completed on September 30, 2019. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2019 and for the year ended December 31, 2018 are presented as if the Shadeland Commerce Center Portfolio and 7901 West 21st St. acquisitions were completed on January 1, 2018.

The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) our historical unaudited condensed consolidated financial statements as of September 30, 2019 and for the nine months ended September 30, 2019 and (ii) our condensed consolidated financial statements for the twelve months ended December 31, 2018 in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. The following unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s actual financial position would have been as of September 30, 2019 assuming the Shadeland Commerce Center Portfolio and 7901 West 21st St. acquisitions had been completed on September 30, 2019, what actual results of operations would have been for the nine months ended September 30, 2019 and the year ended December 31, 2018 assuming the Shadeland Commerce Center Portfolio and 7901 West 21st St. acquisitions were completed on January 1, 2018, and are not indicative of future results of operations or financial condition and should not be viewed as indicative of future results of operations or financial condition.

 

 

Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2019

(Unaudited and in thousands)

 

    Plymouth
Industrial
REIT, Inc.
    Shadeland
Commerce
Center
    7901 West St.     Company
Pro Forma
 
    (A)     (B)     (C)        
                         
Assets                                
Real estate properties   $ 565,394       50,138     $ 12,201     $ 627,733  
Less accumulated depreciation     (57,331 )                 (57,331 )
Real estate properties, net     508,063       50,138       12,201       570,402  
                                 
Cash     25,720       (8,038 )     (12,201 )     5,481  
Cash held in escrow     8,571                   8,571  
Restricted cash     2,510                     2,510  
Deferred leasing intangibles, net     45,768                   45,768  
Other assets     11,214                   11,214  
Total assets   $ 601,846     $ 42,100     $     $ 643,946  
                                 
Liabilities, Series A preferred stock and equity (deficit)                                
Liabilities                                
Secured debt, net   $ 319,448     $     $     $ 319,448  
Borrowings under line of credit, net           42,100             42,100  
Accounts payable, accrued expenses and other liabilities     32,222                   32,222  
Deferred lease intangibles, net     7,579                   7,579  
Total liabilities     359,249       42,100             401,349  
                                 
Preferred stock Series A     48,868                   48,868  
Preferred stock Series B     77,893                   77,893  
                                 
Equity                                
Common stock     134                     134  
Additional paid in capital     249,827                   249,827  
Accumulated deficit     (146,072 )                 (146,072 )
Total Plymouth Industrial REIT, Inc. stockholders' equity     103,889                   103,889  
Non-controlling interest     11,947                   11,947  
Total equity     115,836                   115,836  
                                 
Total liabilities, preferred stock, and equity   $ 601,846     $ 42,100     $     $ 643,946  

 

 

 

 

Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2019

(Unaudited and in thousands except for share and per share amounts)

 

    Plymouth
Industrial
REIT, Inc.
    Shadeland
Commerce
Center
    7901 West St.     Company
Pro Forma
Adjustments
    Company
Pro Forma
 
    (A)     (B)     (C)              
                               
Revenues:                                        
Rental revenue   $ 52,807     $ 5,137     $ 983     $ 116 (D)   $ 59,043  
Other revenue                              
Total revenues     52,807       5,137       983       116       59,043  
                                         
Operating expenses:                                        
Property     19,216       1,904       266             21,386  
Depreciation and amortization     26,307                   4,729 (E)     31,036  
General and administrative     5,472                         5,472  
Total Operating expenses     50,995       1,904       266       4,729       57,894  
                                         
Other income (expense):                                        
Interest expense     (11,061 )                 (1,386 )(E)     (12,447 )
Change in fair value of warrant derivative     (181 )                       (181 )
                                         
Total other income (expense)     (11,242 )                 (1,386 )     (12,628 )
Net income (loss)     (9,430 )     3,233       717       (5,999 )     (11,479 )
Net income (loss) attributable to non-controlling interest     (1,341 )                 (285 )(F)     (1,626 )
Net income (loss) attributable to Plymouth Industrial REIT, Inc.     (8,089 )     3,233       717       (5,714 )     (9,853 )
Less: preferred stock dividends     4,698                         4,698  
Less: series B preferred stock accretion to redemption value     5,701                         5,701  
Less: amount allocated to participating securities     177                         177  
Net income (loss) attributable to common stockholders     (18,665 )     3,233       717       (5,714 )     (20,429 )
                                         
Net income (loss) per share attributable to common stockholders   $ (2.73 )                           $ (2.98 )
Weighted-average common shares outstanding     6,847,950                               6,847,950  

 

 

 

 

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2018

(Unaudited and in thousands except for share and per share amounts)

 

    Plymouth
Industrial
REIT, Inc.
    Shadeland
Commerce
Center
    7901 West St.     Company
Pro Forma
Adjustments
    Company
Pro Forma
 
    (A)     (B)     (C)              
                               
Revenues:                                        
Rental revenue   $ 48,683     $ 6,422       1,273     $ 271 (D)   $ 56,649  
Other revenue     534                           534  
Total revenues     49,217       6,422       1,273       271       57,183  
                                         
Operating expenses:                                        
Property     17,449       2,312       354             20,115  
Depreciation and amortization     26,788                     6,305 (E)     33,093  
General and administrative     6,032                           6,032  
Total Operating expenses     50,269       2,312       354       6,305       59,240  
                                         
Other income (expense):                                        
Interest expense     (15,734 )                 (2,273 )(E)     (18,007 )
Loss on extinguishment of debt     (5,393 )                       (5,393 )
Gain on sale of real estate     1,004                         1,004  
Total other income (expense)     (20,123 )                 (2,273 )     (22,396 )
Net income (loss)     (21,175 )     4,110       919       (8,307 )     (24,453 )
Net income (loss) attributable to non-controlling interest     (2,459 )                     (386 )(F)     (2,845 )
Net income (loss) attributable to Plymouth Industrial REIT, Inc.     (18,716 )     4,110       919       (7,921 )     (21,608 )
Less: preferred stock dividends     3,940                         3,940  
Less: series B preferred stock accretion to redemption value     359                         359  
Less: amount allocated to participating securities     201                         201  
Net income (loss) attributable to common stockholders     (23,216 )     4,110       919       (7,921 )     (26,108 )
                                         
Net income (loss) per share attributable to common stockholders   $ (5.76 )                           $ (6.48 )
Weighted-average common shares outstanding     4,027,329                               4,027,329  

 

 

 

 

Plymouth Industrial REIT, Inc.

 

Notes to Unaudited Pro Forma

Condensed Consolidated Financial Statements

(dollars in thousands)

 

 

1. Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2019

(A) Reflects the historical Condensed Consolidated Balance Sheet of Plymouth Industrial REIT, Inc. as of September 30, 2019

(B) Reflects the $50,138 acquisition of Shadeland Commerce Center as reflected in the Statements of Revenue and Certain Expenses included herein. The pro forma adjustments do not include an allocation of the purchase price to reflect the intangible components of the acquisition as this evaluation is in process and will be reflected in future filings of actual results.

(C) Reflects the $12,201 acquisition of 7901 West 21st St. as reflected in the Statements of Revenue and Certain Expenses included herein. The pro forma adjustments do not include an allocation of the purchase price to reflect the intangible components of the acquisition as this evaluation is in process and will be reflected in future filings of actual results.

2. Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2019

(A) Reflects the historical Condensed Consolidated Statement of Operations of Plymouth Industrial REIT, Inc. for the nine months ended September 30, 2019.

(B) Reflects the results of operations related to the acquisition of the Shadeland Commerce Center as reflected in the Statements of Revenues and Certain Operating Expenses included herein.

(C) Reflects the results of operations related to the acquisition of 7901 West 21st St. as reflected in the Statements of Revenues and Certain Operating Expenses included herein.

(D) Represents the effect on rental revenue of the acquisitions described in Notes (B) and (C) for non-cash straight line rent adjustments for the nine months ended September 30, 2019.

(E) Reflects the effect of the acquisitions described in Notes (B) and (C) for depreciation and amortization expense and interest expense for the nine months ended September 30, 2019.

(F) Reflects the effect of the acquisitions described in Notes (B) and (C) for net loss attributable to non-controlling interest for the nine months ended September 30, 2019.

3. Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2018

(A) Reflects the historical Condensed Consolidated Statement of Operations of Plymouth Industrial REIT, Inc. for the year ended December 31, 2018.

(B) Reflects the results of operations related to the acquisition of the Shadeland Commerce Center as reflected in the Statements of Revenues and Certain Operating Expenses included herein.

(C) Reflects the results of operations related to the acquisition of 7901 West 21st St. as reflected in the Statements of Revenues and Certain Operating Expenses included herein.

(D) Represents the effect on rental revenue of the acquisitions described in Notes (B) and (C) for non-cash straight line rent adjustments for the year ended December 31, 2018.

(E) Reflects the effect of the acquisitions described in Notes (B) and (C) for depreciation and amortization expense and interest expense for the year ended December 31, 2018.

(F) Reflects the effect of the acquisitions described in Notes (B) and (C) for net loss attributable to non-controlling interest for the year ended December 31, 2018.