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
June 10, 2021 (November 25, 2020)
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.) |
20 Custom House Street, 11th 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 | New York Stock Exchange |
| 7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | PLYM-PrA | NYSE American |
Explanatory Note
On November 25, 2020, Plymouth Industrial REIT, Inc. (the “Company”) announced that, on November 25, 2020, an indirect, wholly-owned subsidiary of the Company completed the purchase of a 10-building industrial property located in the metro-Cleveland, Ohio area for a purchase price of $94.0 million (the “Ohio Properties”). On February 8, 2021, the Company filed an amendment to the original Form 8-K filed on November 25, 2020 to present historical financial statements and the unaudited pro forma financial statements required to be filed by Item 9.01(a) and 9.01(b) of Form 8-K for the Ohio Properties (the “Initial Form 8-K/A”).
This Current Report on Form 8-K/A amends Item 9.01(b) of the Initial Form 8-K/A to present the updated unaudited pro forma financial statements required to be filed by Item 9.01(b) of Form 8-K for the Ohio Properties.
| Item 9.01 | Financial Statements and Exhibits. |
| (b) | Pro-forma Financial Information |
This Current Report on Form 8-K/A includes the Company's unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 and notes to the unaudited pro forma consolidated financial statements. This unaudited consolidated financial information is filed as Exhibit 99.1 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 2021, and for other reasons.
| (d) | Exhibits: |
| Exhibit No. | Description |
| 99.1 | Unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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: June 10, 2021 | By: |
/s/ Jeffrey E. Witherell |
||||
| Jeffrey E. Witherell | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
PLYMOUTH INDUSTRIAL REIT INC.
Overview to Unaudited Pro Forma Consolidated Financial Statements
The accompanying unaudited pro forma consolidated financial statements have been derived from the historical consolidated financial statements of the Company. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2020, are presented as if the Company’s Ohio Properties acquisition was completed on the first day of the period presented. The following unaudited pro forma consolidated financial statements should be read in conjunction with our consolidated financial statements for the twelve months ended December 31, 2020, in our Annual Report on Form 10-K for the year ended December 31, 2020.
The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s actual results of operations would have been for the year ended December 31, 2020 assuming the Ohio Properties acquisition was completed on the first day of the period presented, 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 Consolidated Statement of Operations
For the Year Ended December 31, 2020
(Unaudited and in thousands except for share and per share amounts)
|
Plymouth Industrial
REIT, Inc. |
Ohio
Properties |
Company
Pro Forma Adjustments |
Company
Pro Forma |
|||||||||||||
| (A) | (B) | |||||||||||||||
| Rental revenue | $ | 109,836 | $ | 8,685 | $ | 36 | (C) | $ | 118,557 | |||||||
| Management fee revenue | 15 | — | — | 15 | ||||||||||||
| Total revenues | 109,851 | 8,685 | 36 | 118,572 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Property | 38,159 | 2,084 | — | 40,243 | ||||||||||||
| Depreciation and amortization | 56,428 | — | 7,356 | (D) | 63,784 | |||||||||||
| General and administrative | 10,362 | 87 | — | 10,449 | ||||||||||||
| Total operating expenses | 104,949 | 2,171 | 7,356 | 114,476 | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (18,931 | ) | — | (1,882 | )(D) | (20,813 | ) | |||||||||
| Impairment on real estate lease | (311 | ) | — | — | (311 | ) | ||||||||||
| Unrealized (appreciation) depreciation of warrants | (103 | ) | — | — | (103 | ) | ||||||||||
| Earnings (loss) in investment of unconsolidated joint venture | (19 | ) | — | — | (19 | ) | ||||||||||
| Total other income (expense) | (19,364 | ) | — | (1,882 | ) | (21,246 | ) | |||||||||
| Net income (loss) | (14,462 | ) | 6,514 | (9,202 | ) | (17,150 | ) | |||||||||
| Less: loss attributable to non-controlling interest | (649 | ) | — | (115 | )(E) | (764 | ) | |||||||||
| Net income (loss) attributable to Plymouth Industrial REIT, Inc. | (13,813 | ) | 6,514 | (9,087 | ) | (16,386 | ) | |||||||||
| Less: Preferred stock dividends | 6,444 | — | — | 6,444 | ||||||||||||
| Less: Series B preferred stock accretion to redemption value | 7,416 | — | — | 7,416 | ||||||||||||
| Less: Loss on extinguishment of Series A Preferred Stock | 34 | — | — | 34 | ||||||||||||
| Less: Amount allocated to participating securities | 182 | — | — | 182 | ||||||||||||
| Net income (loss) attributable to common stockholders | (27,889 | ) | 6,514 | (9,087 | ) | (30,462 | ) | |||||||||
| Net loss per share attributable to common stockholders | $ | (1.52 | ) | $ | (1.66 | ) | ||||||||||
| Weighted-average common shares outstanding basic and diluted | 18,381,700 | 18,381,700 | ||||||||||||||
Plymouth Industrial REIT, Inc.
Notes to Unaudited Pro Forma
Consolidated Financial Statements
1. Notes to the Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2020
(A) Reflects the historical Consolidated Statement of Operations of Plymouth Industrial REIT, Inc. for the year ended December 31, 2020.
(B) Reflects the results of operations for the period January 1, 2020, through November 24, 2020, related to the acquisition of the Ohio Properties.
(C) Represents the proforma effect on rental revenue of the acquisition described in Note (B) for non-cash straight line rent adjustments for the year ended December 31, 2020, as if the Ohio Properties were acquired on January 1, 2020.
(D) Reflects the effect of the acquisition described in Note (B) for depreciation and amortization expense and interest expense for the year ended December 31, 2020, as if the Ohio Properties were acquired on January 1, 2020.
(E) Reflects the effect of the acquisition described in Note (B) for net loss attributable to non-controlling interest for the year ended December 31, 2020, as if the Ohio Properties were acquired on January 1, 2020.