Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Plymouth Industrial REIT Inc. | |
Entity Central Index Key | 1,515,816 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,556,043 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Real estate properties | $ 304,227 | $ 303,402 |
Less Accumulated depreciation | (28,828) | (25,013) |
Real estate properties, net | 275,399 | 278,389 |
Cash | 6,382 | 12,915 |
Restricted cash | 1,204 | 1,174 |
Cash held in escrow | 5,511 | 5,074 |
Deferred lease intangibles, net | 25,297 | 27,619 |
Other assets | 5,284 | 4,782 |
Total assets | 319,077 | 329,953 |
Liabilities | ||
Secured mortgage debt, net | 195,600 | 195,431 |
Mezzanine debt, net | 29,330 | 29,364 |
Borrowings under line of credit, net | 22,823 | 20,837 |
Deferred interest | 1,575 | 1,357 |
Accounts payable, accrued expenses and other liabilities | 15,174 | 16,015 |
Deferred lease intangibles, net | 6,261 | 6,807 |
Total liabilities | 270,763 | 269,811 |
Commitments and contingencies | ||
Preferred stock, Series A; $0.01 par value; 100,000,000 shares authorized; 2,040,000 shares issued and outstanding (aggregate liquidation preference of $51,000) | 48,878 | 48,931 |
Plymouth Industrial REIT, Inc. Stockholders' Equity (Deficit) | ||
Common stock, $0.01 par value; 900,000,000 shares authorized; 3,556,043 and 3,819,201 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 36 | 39 |
Additional paid-in capital | 116,183 | 123,270 |
Accumulated deficit | (123,277) | (119,213) |
Total stockholders' equity (deficit) | (7,058) | 4,096 |
Non-controlling interest | 6,494 | 7,115 |
Total equity (deficit) | (564) | 11,211 |
Total liabilities, Series A preferred stock and equity | $ 319,077 | $ 329,953 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, Series A, par value | $ 0.01 | $ 0.01 |
Preferred stock, Series A, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, Series A, shares issued | 2,040,000 | 2,040,000 |
Preferred stock, Series A, shares outstanding | 2,040,000 | 2,040,000 |
Preferred stock, Series A, liquidation preference | $ 51,000 | $ 51,000 |
Common stock stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 3,556,043 | 3,819,201 |
Common stock, shares outstanding | 3,556,043 | 3,819,201 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Rental revenue | $ 8,483 | $ 3,645 |
Tenant recoveries | 2,946 | 1,293 |
Other revenue | 450 | 1 |
Total revenues | 11,879 | 4,939 |
Operating expenses | ||
Property | 4,452 | 1,408 |
Depreciation and amortization | 6,542 | 2,772 |
General and Administrative | 1,373 | 724 |
Total operating expenses | 12,367 | 4,904 |
Operating (loss)/income | (488) | 35 |
Other expense: | ||
Interest expense | (3,985) | (2,941) |
Total other expense | (3,985) | (2,941) |
Net loss | (4,473) | (2,906) |
Less: loss attributable to non-controlling interest | (463) | (2,465) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (4,010) | (441) |
Less: Series A preferred stock dividends | 956 | |
Less: amount allocated to participating securities | 61 | |
Net loss attributable to common stockholders | $ (5,027) | $ (441) |
Net loss per share attributable to common stockholders | $ (1.38) | $ (1.33) |
Weighted-average common shares outstanding basic and diluted | 3,647,272 | 331,965 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Preferred Stock and Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Stockholders' Equity (Deficit) | Non-controlling Interest | Total |
Beginning balance, shares at Dec. 31, 2017 | 2,040,000 | 3,819,201 | |||||
Beginning balance, value at Dec. 31, 2017 | $ 48,931 | $ 39 | $ 123,270 | $ (119,213) | $ 4,096 | $ 7,115 | $ 11,211 |
Series A Preferred stock offering costs | $ (53) | ||||||
Stock based compensation | 200 | 200 | 200 | ||||
Dividends and distributions | (2,290) | (2,290) | (158) | (2,448) | |||
Repurchase and retirement of common stock, shares | (263,158) | ||||||
Repurchase and retirement of common stock, value | $ (3) | (4,997) | (54) | (5,054) | (5,054) | ||
Net loss | (4,010) | (4,010) | (463) | (4,473) | |||
Ending balance, shares at Mar. 31, 2018 | 2,040,000 | 3,556,043 | |||||
Ending balance, value at Mar. 31, 2018 | $ 48,878 | $ 36 | $ 116,183 | $ (123,277) | $ (7,058) | $ 6,494 | $ (564) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net loss | $ (4,473) | $ (2,906) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 6,542 | 2,772 |
Straight line rent adjustment | (357) | (45) |
Intangible amortization in rental revenue , net | (411) | (82) |
Change in fair value of warrant derivative | (48) | |
Accretion of interest and deferred interest | 633 | 794 |
Equity based compensation | 200 | |
Changes in operating assets and liabilities: | ||
Other assets | (145) | 397 |
Deferred leasing costs | (107) | (6) |
Accounts payable, accrued expenses and other liabilities | (1,473) | (482) |
Net cash provided by operating activities | 361 | 442 |
Investing activities | ||
Real estate improvements | (744) | (36) |
Net cash used in investing activities | (744) | (36) |
Financing activities | ||
Redemption of non-controlling interest | (5,582) | |
Proceeds from credit facility | 2,000 | |
Debt issuance costs | (265) | |
Additional offering costs of preferred stock | (53) | |
Repurchase of common stock | (5,054) | |
Dividends paid | (2,311) | |
Net cash used in financing activities | (5,683) | (5,582) |
Net change in cash, cash equivalents and retricted cash | (6,066) | (5,176) |
Cash, cash equivalents and retricted cash at beginning of period | 19,163 | 10,201 |
Cash, cash equivalents and retricted cash at end of period | 13,097 | 5,025 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | 3,352 | 2,147 |
Supplemental Non-cash Financing and Investing Activities: | ||
Non cash capital contribution by investor related to adjustment of Redemption Price of redeemable preferred interest | 1,019 | |
Dividends declared included in dividends payable | 2,290 | |
Distributions payable to non-controlling interest holder | 158 | |
Fixed asset acquisitions included in accounts payable, accrued expenses and other liabilities | 81 | |
Deferred leasing costs included in accounts payable, accrued expenses and other liabilities | $ 433 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Business Plymouth Industrial REIT, Inc., (the “Company” or the “REIT”) is a Maryland corporation formed on March 7, 2011. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company is focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S. As of March 31, 2018, the Company through its subsidiaries owns 49 industrial properties comprising approximately 9.2 million square feet. The Company completed its initial public offering (IPO) of common stock (Offering) on June 14, 2017, which resulted in the issuance of 3,060,000 shares of common stock, including 160,000 shares of the underwriters’ over-allotment exercised on July 12, 2017, at $19.00 per share in exchange for gross proceeds of $58,140 and $52,559, net of offering costs. The Company utilized a portion of the proceeds from the Offering to redeem $20,000 of $25,000 non-controlling interest held by Torchlight. The Company issued 263,158 shares at $19.00 per share issued in a private placement with Torchlight, which occurred contemporaneously with the Offering, for the redemption of the remaining $5,000 non-controlling interest. On March 29, 2018, the Company repurchased and retired the 263,158 shares of common stock owned by our investor Torchlight in a privately negotiated transaction of $19 per share, or, $5 million in the aggregate. In conjunction with the repurchase, we amended the Stockholders Agreement to terminate all rights under the agreement other than customary registration rights related to shares of our common stock that may be issued upon the exercise of the warrants held by the Torchlight Entities. (see Note 5). The accompanying condensed consolidated financial statements include the following entities: Name Relationship Formation Plymouth Industrial REIT, Inc. Parent 2011 Plymouth Industrial OP LP 89.4%-owned subsidiary* 2011 Plymouth Industrial 20 Financial LLC Wholly-owned subsidiary 2016 Plymouth Industrial 20 LLC (20 LLC) Wholly-owned subsidiary * 2016 20 individual property LLCs Wholly-owned subsidiary * 2014 Plymouth MWG Holdings LLC Wholly-owned subsidiary 2017 23 individual property LLCs Wholly-owned subsidiary 2017 * See note 7 for discussion of non-controlling interests. Basis of Presentation The Company’s condensed consolidated financial statements include its financial statements, and those of its wholly-owned subsidiaries and controlling interests. All intercompany accounts and transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. It is suggested that these interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the years ended December 31, 2017 and 2016 included in the Company’s Form 10-K as filed March 8, 2018. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets or business acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrant liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions. Risks and Uncertainties The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position. Should the Company experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its stockholders, service debt, or meet other financial obligations. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company believes the cash on hand at March 31, 2018, available borrowings under its line of credit and cash expected to be provided by future operating activities will provide sufficient liquidity for it to operate through at least twelve months from the filing of this Form 10-Q. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accounting policies underlying the accompanying unaudited condensed consolidated financial statements are those set forth in the Company's audited financial statements for the years ended December 31, 2017 and 2016. Additional information regarding the Company’s significant accounting policies related to the accompanying interim financial statements is as follows: Segments The Company has one reportable segment–industrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment. Revenue Recognition and Tenant Receivables and Rental Revenue Components Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At March 31, 2018 and December 31, 2017 the Company did not recognize an allowance for doubtful accounts. The Company did not have any bad debt expense or write-offs during the three months ended March 31, 2018 and 2017. For the three months ended March 31, 2018 and 2017, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements. For the three months ending March 31, 2018 there were no tenants that represented 10% or greater of rental revenue. For the three months ended March 31, 2017, there were two tenants, Pier One and Perseus, who represented 10% or greater of rental revenue at 12.7% and 10%, respectively. Rental revenue and tenant recoveries is comprised of the following: Period Ended Period Ended March 31, March 31, 2018 2017 Income from lease $ 7,715 $ 3,517 Straight-line rent adjustment 357 45 Reimbursable expenses 2,946 1,293 Amortization of above market leases (135 ) (45 ) Amortization of below market leases 546 128 Total $ 11,429 $ 4,938 Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2018 and December 31, 2017. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 4, cash held in escrow for real estate tax, insurance and tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of March 31, 2018, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within our condensed consolidated balance sheet to amounts reported within our condensed consolidated statement of cash flows: March 31, March 31, 2018 2017 Cash and cash equivalents as presented on balance sheet $ 6,382 $ 1,151 Cash held in escrow as presented on balance sheet 5,511 3,103 Restricted cash as presented on balance sheet 1,204 771 Cash, cash equivalents and restricted cash as presented on cash flow statement $ 13,097 $ 5,025 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 warrants to purchase common stock in the amount of $112 at March 31, 2018. See Note 5. Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, senior secured debt, mezzanine debt to investor and deferred interest, line of credit, accounts payable and accrued expenses and other current liabilities. The values of these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Debt Issuance Costs Debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. Debt issuance costs amounted to $6,740 and $6,475 at March 31, 2018 and December 31, 2017, respectively, and related accumulated amortization amounted to $1,368 and $982 at March 31, 2018 and December 31, 2017, respectively. Unamortized debt issuance costs amounted to $5,372 and $5,493 at March 31, 2018 and December 31, 2017, respectively. Stock Based Compensation The Company grants stock based compensation awards to our employees and directors typically in the form of restricted shares of common stock. The Company accounts for its stock-based employee compensation in accordance with ASU 2016-09, Compensation — Stock Compensation Improvements to Employee Share-Based Payment Accounting Comprehensive Loss Comprehensive loss includes net loss as well as other changes in equity (deficit) that result from transactions and economic events other than those with members. There was no difference between net loss and comprehensive loss for the periods ended March 31, 2018 and 2017. Earnings per Share The Company follows the two-class method when computing net loss per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented. Recently Adopted Accounting Pronouncements On May 28, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes principles for reporting the nature, amount, timing and uncertainty of revenues and cash flows arising from an entity’s contracts with customers. The core principle of the new standard is that an entity recognizes revenue to represent the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB subsequently issued additional ASUs which provide practical expedients, technical corrections and clarification of the new standard. ASC 606 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. ASC 606 permits the use of either the full retrospective transition method or a modified retrospective transition method. We adopted ASC 606 on January 1, 2018 and elected to use the modified retrospective method. As part of our assessment and implementation of ASC 606, we evaluated each of our revenue streams to determine the sources of revenue that are impacted by ASC 606. We evaluated the impact of ASC 606 on the timing and pattern of revenue recognition and determined there was no change as compared to current accounting practice. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is intended to clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The Company adopted this pronouncement effective January 1, 2018 and its adoption did not have a material impact on its financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of- period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 as of January 1, 2018 and has reflected the adoption retrospectively to all periods presented. The Company’s statements of cash flows include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. The new standard does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. The new standard is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in the ASU prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 as of the required effective date of January 1, 2018 and its adoption did not have a material impact on the Company’s financial statements. The adoption of ASU 2017-09 will have an impact on the accounting for the modification of stock-based awards, if any, to the extent stock-based awards are modified. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply as well as transition guidance specific to nonstandard leasing transactions. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations, and plans to adopt this standard effective January 1, 2019. At March 31, 2018, we have one office space lease that will require us to measure and record a right-of-use asset and a lease liability upon adoption of the standard. The Company is in the process of evaluating the impact of this pronouncement on our condensed consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements. |
Real Estate Properties
Real Estate Properties | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Real Estate Properties | 3. Real Estate Properties Real estate properties consisted of the following at March 31, 2018 and December 31, 2017: March 31, December 31, 2018 2017 Land and improvements $ 59,797 $ 59,797 Buildings 222,503 221,175 Site improvements 21,650 21,489 Construction in process 277 941 304,227 303,402 Less accumulated depreciation (28,828 ) (25,013 ) Real estate properties $ 275,399 $ 278,389 Depreciation expense was $3,815 and $1,888 for the three months ended March 31, 2018 and 2017, respectively. |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 4. Borrowing Arrangements The Company’s secured mortgage debt, net of unamortized debt issuance costs, is as follows: March 31, December 31, 2018 2017 $120,000 AIG Loan $ 116,729 $ 116,700 MWG Portfolio Secured Term Loan 78,871 78,731 $ 195,600 $ 195,431 $120,000 AIG Loan Certain indirect subsidiaries of our Operating Partnership have entered into a senior secured loan agreement with investment entities managed by AIG Asset Management (the “AIG Loan”). As of March 31, 2018 and December 31, 2017, there was $120,000 of indebtedness outstanding under the AIG Loan. The AIG Loan bears interest at 4.08% per annum and has a seven-year term maturing in October, 2023. The AIG Loan provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. The borrowings under the AIG Loan are secured by first lien mortgages on the 20 LLC properties. The obligations under the AIG Loan are also guaranteed in certain circumstances by our Company and certain of our Operating Partnership’s wholly-owned subsidiaries. The AIG Loan agreement contains customary representations and warranties, as well as affirmative and negative covenants. The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. The AIG Loan is subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. The Company is in compliance with the respective covenants at March 31, 2018. The Company has no right to prepay all or any part of the AIG Loan before November 1, 2019. Following that date, the AIG Loan can only be paid in full, and a prepayment penalty would be assessed, as defined in the agreement. The borrowings amounted to $116,729 and $116,700, net of $3,271 and $3,300 of unamortized debt issuance costs at March 31, 2018 and December 31, 2017, respectively. MWG Portfolio Secured Term Loan On November 30, 2017, certain of our indirect subsidiaries entered into a loan agreement, the MWG Loan Agreement, with Special Situations Investing Group II, LLC, as lender and agent, which provides for a loan of $79,800, bearing interest for the first year at a rate per annum equal to LIBOR plus 3.10% and for the second year at a rate per annum equal to LIBOR plus 3.35%. The MWG Loan Agreement matures in November, 2019 and has one, 12-month extension option, subject to certain conditions. The borrowings under the MWG Loan Agreement are secured by first lien mortgages on the 15 properties held by wholly-owned subsidiaries of Plymouth MWG Holdings LLC. In addition, the obligations under the Loan Agreement are guaranteed in certain circumstances by the company and certain of our operating partnership’s wholly-owned subsidiaries. The MWG Loan Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The MWG Loan Agreement also contains financial covenants that require the borrowers to maintain a minimum ratio of net cash flow (less management fees) to the outstanding principal balance under the loan agreement of at least 9.0%. In the event of a default by the Borrowers, the agent may declare all obligations under the MWG Loan Agreement immediately due and payable and enforce any and all rights of the lender or the agent under the MWG Loan Agreement and related documents. The Company is in compliance with the respective covenants at March 31, 2018. Borrowings outstanding amounted to $78,871 and $78,731, net of $929 and $1,069 of unamortized debt issuance costs at March 31, 2018 and December 31, 2017, respectively. The Company also has the following borrowing arrangements: $30,000 Mezzanine Loan 20 LLC has entered into a mezzanine loan agreement with Torchlight as partial payment of its prior Senior Loan. The Mezzanine Loan has an original principal amount of $30,000, and bears interest at 15% per annum, of which 7% percent is paid currently during the first four years of the term and 10% is paid for the remainder of the term, and matures in October, 2023. Unpaid interest accrues and is added to the outstanding principal amount of the loan. The Mezzanine Loan requires borrower to pay a prepayment premium equal to the difference between (1) the sum of 150% of the principal being repaid (excluding the accrued interest) and (2) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. This repayment feature operates as a prepayment feature since the difference between (1) and (2) will be zero at maturity. As additional consideration for the Mezzanine Loan, 20 LLC granted Torchlight under the Mezzanine Loan, a profit participation in the form of the right to receive 25% of net income and capital proceeds generated by the Company Portfolio following debt service payments and associated costs (the “TL Participation”). The TL Participation was terminated as of June 14, 2017 in consideration of the Company issuing warrants to Torchlight to acquire 250,000 shares of the Company’s common stock at a price of $23.00 per share. The warrants have a five-year term and are more fully discussed in Note 5. The profit participation was zero for the three months ended March 31, 2018 and the year ended December 31, 2017. The borrowings under the Mezzanine Loan are secured by, among other things, pledges of the equity interest in 20 LLC and each of its property-owning subsidiaries. Borrowings under the Mezzanine Loan amounted to $29,330 and $29,364, net of $670 and $636 of unamortized debt issuance costs at March 31, 2018 and December 31, 2017, respectively. Deferred interest amounted to $1,575 and $1,357 at March 31, 2018 and December 31, 2017, respectively, and is presented separately in the condensed consolidated balance sheets. Line of Credit Agreement On August 11, 2017 the Company’s operating partnership entered into a secured line of credit agreement (Line of Credit Agreement) with KeyBank National Association, or KeyBank and the other lenders, which matures in August 2020 with an optional extension through August 2021, subject to certain conditions. Borrowings under the Line of Credit Agreement bear interest at either (1) the base rate (determined from the highest of (a) KeyBank’s prime rate, (b) the federal funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0%) or (2) LIBOR, plus, in either case, a spread between 250 and 300 basis points depending on our total leverage ratio. On March 8, 2018, the Company entered into an Increase Agreement to our credit agreement with KeyBank National Association, or the KeyBank Credit Agreement, to increase our revolving credit facility to $45,000. All other terms of the KeyBank Credit Agreement remained unchanged. The Line of Credit Agreement requires the Company to maintain certain coverage and leverage ratios and certain amounts of minimum net worth as well meet certain affirmative and negative covenants for credit facilities of this type, including limitations with respect to use of proceeds, indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Company is in compliance with all covenants at March 31, 2018, except for the distributions covenant per Section 8.7 of the Line of Credit Agreement. KeyBank has provided a waiver for the distributions covenant for March 31, 2018. The Line of Credit Agreement is secured by certain assets of the Company’s operating partnership and certain of its subsidiaries and includes a Company’s guarantee for the payment of all indebtedness under the Line of Credit Agreement. Borrowings outstanding amounted to $22,823 and $20,837, net of unamortized debt issuance costs of $502 and $488 at March 31, 2018 and December 31, 2017, respectively. Borrowings available under the Line of Credit Agreement amounted to $10,435, net of a letter of credit totaling $93, at March 31, 2018. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Common Stock | 5. Common Stock Common Stock Warrants On June 14, 2017, the Company issued warrants to Torchlight to acquire 250,000 shares of the Company’s common stock at a strike price of $23.00 per share, which expire in 2022. The warrants were accounted for as a liability on the accompanying condensed consolidated balance sheet as they contain provisions that are considered outside of the Company’s control, such as the holders’ option to receive cash in lieu and other securities in the event of a reorganization of the Company’s common stock underlying such warrants. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. A roll-forward of the common stock warrants is as follows: Balance at January 1, 2018 $ 160 Change in fair value (48 ) Balance at March 31, 2018 $ 112 The warrants in the amount of $112 at March 31, 2018 represent their fair value determined using a Binomial Valuation Model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $23.00, volatility of 18.9%, an expected dividend yield of 7.5%, a term of 4.12 years and an annual risk-free interest rate of 2.65%. The warrants in the amount of $160 at December 31, 2017 were determined using a Monte-Carlo option pricing model, whose significant inputs into the model were volatility of 18.9%, an expected dividend yield of 7.5%, a term of 4.4 years and an annual risk-free interest rate of 2.15%. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. The warrants have an expiration date of June 13, 2022. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented since the Company recorded a net loss during the three months ended March 31, 2018. Common Stock Dividends The following table sets forth the common stock distributions that were declared or paid during the three months ended March 31, 2018 and for the year ended December 31, 2017. The Company did not declare or pay any distributions prior to completion of the initial public offering. 2018 Cash Dividends Declared per Share Aggregate Amount First quarter $ 0.3750 $ 1,334 2017 Cash Dividends Aggregate Second quarter (commencing June 14, 2017 to June 30, 2017) $ 0.0650 $ 238 Third quarter $ 0.3750 $ 1,430 Fourth quarter $ 0.3750 $ 1,430 |
Series A Preferred Stock
Series A Preferred Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Series A Preferred Stock | 6. Series A Preferred Stock The table below sets forth the Company’s outstanding preferred stock issuances as of March 31, 2018: Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Interest Rate 7.5% Series A Preferred Stock 10/25/2017 2,040,000 $ 25 7.5% The following table sets forth the 7.5% Series A preferred stock distributions that were declared or paid during the three months ended March 31, 2018 and the year ended December 31, 2017. The Company did not pay any dividends prior to the offering of its Series A Preferred Stock on October 25, 2017. Cash Dividends Aggregate 2018 First quarter $ 0.46875 $ 956 Cash Dividends Aggregate 2017 Fourth quarter (commencing October 25, 2017 to December 31, 2017) $ 0.3542 $ 723 |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 7. Non-Controlling Interests Non-controlling Interests Previously Held by Torchlight As discussed in Note 1, and in connection with the refinancing of the Company’s debt on October 17, 2016, the Company established the following subsidiaries: Plymouth Industrial 20 Financial LLC The REIT through its operating partnership Plymouth Industrial OP, LP is the sole member of Plymouth Industrial 20 Financial LLC. Plymouth Industrial 20 LLC (20 LLC) For the period October 17, 2016 to June 13, 2017, the REIT through Plymouth Industrial 20 Financial LLC, was the managing member in 20 LLC with a 0.5% ownership interest. An affiliate of Torchlight held the remaining 99.5% interest in 20 LLC. This 99.5% interest was redeemed on June 14, 2017 by the REIT and 20 LLC is now a single member LLC with Plymouth Industrial 20 Financial LLC as the sole member. The proportionate share of the loss attributed to the non-controlling interest held by Torchlight was $2,465 for the three months ended March 31, 2017. The redemption resulted in elimination of the non-controlling interest and an adjustment to equity (deficit) in the amount of $56,795. An adjustment to the redemption price in the first quarter 2017 was deemed a non-cash capital contribution in the amount of $1,019. 20 Individual LLC’s for Properties The individual LLC’s which hold the properties associated with the partnership interests are wholly owned subsidiaries of 20 LLC. In connection with the redemption of the preferred member interest on June 14, 2017 the Company acquired the non-controlling interest in Plymouth Industrial 20 LLC and therefore, the 20 individual properties. Operating Partnership Units Acquisitions In connection with the acquisition of the Shadeland Portfolio on August 11, 2017, the Company, through is Operating Partnership issued 421,438 Operating Partnership Units (“OP Units”) at $19.00 per OP Unit for a total of approximately $8,007 to the former owners of the Shadeland Portfolio. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The proportionate share of the loss attributed to the partnership units was $463 and $0 for the three months ending March 31, 2018 and 2017, respectively. |
Incentive Award Plan
Incentive Award Plan | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Award Plan | 8. Incentive Award Plan In April 2014, the Company’s Board of Directors adopted, and in June 2014 the Company’s stockholders approved, the 2014 Incentive Award Plan, or Plan, under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The aggregate number of shares of the Company’s common stock and/or LTIP units of partnership interest in the Company’s Operating Partnership, or LTIP units that are available for issuance under awards granted pursuant to the Plan is 750,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. The maximum number of shares that may be issued under the Plan upon the exercise of incentive stock options is 750,000. The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, performance shares, other incentive awards, LTIP units, SARs, and cash awards. In addition, the Company will grant its Directors restricted stock as part of their remuneration. Shares granted as part of the Plan vest equally over a four-year period while those granted to the Company’s Directors vest equally over a three-year period. Holders of restricted shares of common stock have voting rights and rights to receive dividends, however, the restricted shares of common stock may not be sold, transferred, assigned or pledged and are subject to forfeiture prior to the respective vesting period. The following table is a summary of the total restricted shares granted, forfeited and vested for the three months ended March 31, 2018: Shares Unvested restricted stock at January 1, 2018 163,157 Granted — Forfeited — Vested — Unvested restricted stock at March 31, 2018 163,157 The Company recorded equity-based compensation in the amount of $200 and $0 for the three months ended March 31, 2018 and 2017, respectively, which is included in general and administrative expenses in the accompanying condensed consolidated statement of operations. Equity-based compensation expense for shares issued to employers and directors is based on the grant-date fair value of the award and recognized on a straight-line basis over the requisite period of the award. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at March 31, 2018 was approximately $2,483 and is expected to be recognized over a weighted average period of approximately 3.2 years. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 9. Earnings per Share Net loss per Common Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended March 31, 2018 2017 Numerator Net loss $ (4,473 ) $ (2,906 ) Less: loss attributable to non-controlling interest (463 ) (2,465 ) Net loss attributable to Plymouth Industrial REIT, Inc. (4,010 ) (441 ) Less: Series A Preferred dividend 956 — Less: amount allocated to participating securities 61 — Net loss attributable to common stockholders $ (5,027 ) $ (441 ) Denominator Weighted-average common shares outstanding basic and diluted 3,647,272 331,965 Net loss per share attributable to common stockholders – basic and diluted $ (1.38 ) $ (1.33 ) The Company uses the two-class method of computing earnings per common share in which participating securities are included within the basic EPS calculation. The amount allocated to participating securities is according to dividends declared (whether paid or unpaid). The restricted stock does not have any participatory rights in undistributed earnings. The unvested shares of restricted stock are accounted for as participating securities as they contain non-forfeitable rights to dividends. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company’s potential dilutive securities at March 31, 2018 include the 250,000 shares of common stock warrants and 163,157 shares of restricted common stock. The stock warrants and restricted common shares have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect of including them would reduce the net loss per share. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Employment Agreements The Company has entered into employment agreements with the Company’s Chief Executive Officer, President and Chief Investment Officer, and Executive Vice President and Chief Financial Officer. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. Contingent Liability In conjunction with the issuance of the OP Units for the Shadeland Portfolio acquisition, the agreement contains a provision for the Company to provide tax protection to the holders if the acquired properties are sold in a transaction that would result in the recognition of taxable income or gain prior to the sixth anniversary of the acquisition. The Company intends to hold this investment and has no plans to sell or transfer any interest that would give rise to a taxable transaction. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 9, 2018, the Company acquired a two-property portfolio of Class B industrial buildings totaling approximately 270,000 square feet in Chicago, Illinois for an aggregate contractual purchase price of approximately $15,675. Management has not finalized the asset acquisition accounting and therefore is not able to provide the disclosures otherwise required by GAAP. Effective April 13, 2018, the Company entered into an interest rate swap agreement with JP Morgan Chase in relation to the MWG Portfolio Secured Term Loan. The notional value of the swap is $79,800 with a fixed interest rate of 4% and expires on December 5, 2019. The 4% fixed interest swap represents a cash flow interest rate hedge against the Company’s borrowings under its MWG Portfolio Loan, with interest bearing for the first year at a rate per annum equal to LIBOR plus 3.10% and for the second year at a rate per annum equal to LIBOR plus 3.35%, and matures in November 2019. As of April 30, 2018, certain direct subsidiaries of our Operating Partnership entered into a secured loan agreement with Minnesota Life Insurance Company, in the amount of $21,500. The Loan bears interest at 3.78% per annum and has a ten-year term maturing in April, 2028. The Loan provides for monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. The borrowings under the Loan are secured by first lien mortgages on seven of the Company’s portfolio properties. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Segments | Segments The Company has one reportable segment–industrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment. |
Revenue Recognition and Tenant Receivables and Rental Revenue Components | Revenue Recognition and Tenant Receivables and Rental Revenue Components Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At March 31, 2018 and December 31, 2017 the Company did not recognize an allowance for doubtful accounts. The Company did not have any bad debt expense or write-offs during the three months ended March 31, 2018 and 2017. For the three months ended March 31, 2018 and 2017, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements. |
Cash Equivalents and Restricted Cash | Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2018 and December 31, 2017. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 4, cash held in escrow for real estate tax, insurance and tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of March 31, 2018, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 warrants to purchase common stock in the amount of $112 at March 31, 2018. See Note 5. Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, senior secured debt, mezzanine debt to investor and deferred interest, line of credit, accounts payable and accrued expenses and other current liabilities. The values of these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. |
Stock Based Compensation | Stock Based Compensation The Company grants stock based compensation awards to our employees and directors typically in the form of restricted shares of common stock. The Company accounts for its stock-based employee compensation in accordance with ASU 2016-09, Compensation — Stock Compensation Improvements to Employee Share-Based Payment Accounting |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in equity (deficit) that result from transactions and economic events other than those with members. There was no difference between net loss and comprehensive loss for the periods ended March 31, 2018 and 2017. |
Earnings Per Share | Earnings per Share The Company follows the two-class method when computing net loss per common share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On May 28, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes principles for reporting the nature, amount, timing and uncertainty of revenues and cash flows arising from an entity’s contracts with customers. The core principle of the new standard is that an entity recognizes revenue to represent the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB subsequently issued additional ASUs which provide practical expedients, technical corrections and clarification of the new standard. ASC 606 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017. ASC 606 permits the use of either the full retrospective transition method or a modified retrospective transition method. We adopted ASC 606 on January 1, 2018 and elected to use the modified retrospective method. As part of our assessment and implementation of ASC 606, we evaluated each of our revenue streams to determine the sources of revenue that are impacted by ASC 606. We evaluated the impact of ASC 606 on the timing and pattern of revenue recognition and determined there was no change as compared to current accounting practice. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is intended to clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The Company adopted this pronouncement effective January 1, 2018 and its adoption did not have a material impact on its financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of- period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 as of January 1, 2018 and has reflected the adoption retrospectively to all periods presented. The Company’s statements of cash flows include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. The new standard does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. The new standard is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in the ASU prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 as of the required effective date of January 1, 2018 and its adoption did not have a material impact on the Company’s financial statements. The adoption of ASU 2017-09 will have an impact on the accounting for the modification of stock-based awards, if any, to the extent stock-based awards are modified. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply as well as transition guidance specific to nonstandard leasing transactions. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations, and plans to adopt this standard effective January 1, 2019. At March 31, 2018, we have one office space lease that will require us to measure and record a right-of-use asset and a lease liability upon adoption of the standard. The Company is in the process of evaluating the impact of this pronouncement on our condensed consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements. |
Nature of Business and Basis of
Nature of Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiary of Limited Liability Company | Name Relationship Formation Plymouth Industrial REIT, Inc. Parent 2011 Plymouth Industrial OP LP 89.4%-owned subsidiary* 2011 Plymouth Industrial 20 Financial LLC Wholly-owned subsidiary 2016 Plymouth Industrial 20 LLC (20 LLC) Wholly-owned subsidiary * 2016 20 individual property LLCs Wholly-owned subsidiary * 2014 Plymouth MWG Holdings LLC Wholly-owned subsidiary 2017 23 individual property LLCs Wholly-owned subsidiary 2017 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Rental Revenue Components | Period Ended Period Ended March 31, March 31, 2018 2017 Income from lease $ 7,715 $ 3,517 Straight-line rent adjustment 357 45 Reimbursable expenses 2,946 1,293 Amortization of above market leases (135 ) (45 ) Amortization of below market leases 546 128 Total $ 11,429 $ 4,938 |
Schedule of Cash, Cash Equivalents and Restricted Cash | March 31, March 31, 2018 2017 Cash and cash equivalents as presented on balance sheet $ 6,382 $ 1,151 Cash held in escrow as presented on balance sheet 5,511 3,103 Restricted cash as presented on balance sheet 1,204 771 Cash, cash equivalents and restricted cash as presented on cash flow statement $ 13,097 $ 5,025 |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | March 31, December 31, 2018 2017 Land and improvements $ 59,797 $ 59,797 Buildings 222,503 221,175 Site improvements 21,650 21,489 Construction in process 277 941 304,227 303,402 Less accumulated depreciation (28,828 ) (25,013 ) Real estate properties $ 275,399 $ 278,389 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Debt | March 31, December 31, 2018 2017 $120,000 AIG Loan $ 116,729 $ 116,700 MWG Portfolio Secured Term Loan 78,871 78,731 $ 195,600 $ 195,431 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants | Balance at January 1, 2018 $ 160 Change in fair value (48 ) Balance at March 31, 2018 $ 112 |
Schedule of Common Stock Dividends Declared | 2018 Cash Dividends Declared per Share Aggregate Amount First quarter $ 0.3750 $ 1,334 2017 Cash Dividends Aggregate Second quarter (commencing June 14, 2017 to June 30, 2017) $ 0.0650 $ 238 Third quarter $ 0.3750 $ 1,430 Fourth quarter $ 0.3750 $ 1,430 |
Series A Preferred Stock (Table
Series A Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Preferred Stock | Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Interest Rate 7.5% Series A Preferred Stock 10/25/2017 2,040,000 $ 25 7.5% |
Schedule of Series A Preferred Stock Dividends Declared | Cash Dividends Aggregate 2018 First quarter $ 0.46875 $ 956 Cash Dividends Aggregate 2017 Fourth quarter (commencing October 25, 2017 to December 31, 2017) $ 0.3542 $ 723 |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Stock Activity | Shares Unvested restricted stock at January 1, 2018 163,157 Granted — Forfeited — Vested — Unvested restricted stock at March 31, 2018 163,157 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | Three Months Ended March 31, 2018 2017 Numerator Net loss $ (4,473 ) $ (2,906 ) Less: loss attributable to non-controlling interest (463 ) (2,465 ) Net loss attributable to Plymouth Industrial REIT, Inc. (4,010 ) (441 ) Less: Series A Preferred dividend 956 — Less: amount allocated to participating securities 61 — Net loss attributable to common stockholders $ (5,027 ) $ (441 ) Denominator Weighted-average common shares outstanding basic and diluted 3,647,272 331,965 Net loss per share attributable to common stockholders – basic and diluted $ (1.38 ) $ (1.33 ) |
Nature of the Business and Ba27
Nature of the Business and Basis of Presentation - Schedule of Subsidiary of Limited Liability Company (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Parent Company | Plymouth Industrial REIT, Inc. | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2011 |
89.4% Owned Subsidiary | Plymouth Industrial OP LP | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2011 |
Wholly-Owned Subsidiary | 23 Individual Property LLCs | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Dec. 31, 2017 |
Wholly-Owned Subsidiary | Plymouth MWG Holdings LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Dec. 31, 2017 |
Wholly-Owned Subsidiary | 20 Individual Property LLCs | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2014 |
Wholly-Owned Subsidiary | Plymouth Industrial 20 Financial LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2016 |
Wholly-Owned Subsidiary | Plymouth Industrial 20 LLC (20 LLC) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Formation date | Jan. 1, 2016 |
Nature of the Business and Ba28
Nature of the Business and Basis of Presentation (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)ft²Integer$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | |
Number of industrial properties owned | Integer | 49 | ||
Industrial properties acquired, approximate square feet | ft² | 9,200,000 | ||
Redemption of Preferred Member Interest | $ (5,582) | ||
Common stock repurchased and retired, aggregate value | $ 5,054 | ||
Initial Public Offering | |||
Common stock issued | shares | 3,060,000 | ||
Common stock issued, per share price | $ / shares | $ 19 | ||
Proceeds from initial public offering, net | $ 52,559 | ||
Proceeds from initial public offering, gross | $ 58,140 | ||
Over-Allotment Option | |||
Common stock issued | shares | 160,000 | ||
Common stock issued, per share price | $ / shares | $ 19 | ||
Torchlight Investors LLC | |||
Common Stock repurchased and retired | shares | 263,158 | ||
Common stock repurchased and retired, aggregate value | $ 5,000 | ||
Common stock repurchased, per share price | $ / shares | $ 19 | ||
Torchlight Investors LLC | Private Placement | |||
Common stock issued, per share price | $ / shares | $ 19 | ||
Shares issued in private placement for redemption of redeemable preferred interest, shares | shares | 263,158 | ||
Shares issued in private placement for redemption of redeemable preferred interest, value | $ 5,000 | ||
Redemption of non-controlling interest | 25,000 | ||
Redemption of Preferred Member Interest | $ (20,000) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Rental Revenue Components (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Income from leases | $ 7,715 | $ 3,517 |
Straight-line rent adjustment | 357 | 45 |
Reimbursable expenses | 2,946 | 1,293 |
Amortization of above market leases | (135) | (45) |
Amortization of below market leases | 546 | 128 |
Total | $ 11,429 | $ 4,938 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents as presented on balance sheet | $ 6,382 | $ 12,915 | $ 1,151 | |
Cash held in escrow as presented on balance sheet | 5,511 | 5,074 | 3,103 | |
Restricted cash as presented on balance sheet | 1,204 | 1,174 | 771 | |
Cash, cash equivalents and restricted cash as presented on cash flow statement | $ 13,097 | $ 19,163 | $ 5,025 | $ 10,201 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Acquisition capitalized costs, approximate | $ 304 | ||
Fair value of warrants | 112 | ||
Debt Issuance Costs | |||
Debt issuance costs | 6,740 | $ 6,475 | |
Accumulated amortization | 1,368 | 982 | |
Unamortized debt issuance costs | $ 5,372 | $ 5,493 | |
Customer Concentration Risk | Perseus | |||
Tenant rental revenue concentration | 10.00% | ||
Customer Concentration Risk | Pier One | |||
Tenant rental revenue concentration | 12.70% |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Real Estate [Abstract] | ||
Land and improvements | $ 59,797 | $ 59,797 |
Buildings | 222,503 | 221,175 |
Site improvements | 21,650 | 21,489 |
Construction in process | 277 | 941 |
Real estate properties at cost | 304,227 | 303,402 |
Less accumulated depreciation | (28,828) | (25,013) |
Real estate properties | $ 275,399 | $ 278,389 |
Real Estate Properties (Details
Real Estate Properties (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Real Estate [Abstract] | ||
Depreciation expense | $ 3,815 | $ 1,888 |
Borrowing Arrangements - Schedu
Borrowing Arrangements - Schedule of Secured Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Secured mortgage debt | $ 195,600 | $ 195,431 |
Secured Loan | MWG Portfolio | ||
Debt Instrument [Line Items] | ||
Secured mortgage debt | 78,871 | 78,731 |
Secured Loan | AIG Asset Management ($120,000 AIG Loan) | ||
Debt Instrument [Line Items] | ||
Secured mortgage debt | $ 116,729 | $ 116,700 |
Borrowing Arrangements (Details
Borrowing Arrangements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Unamortized debt issuance expense | $ 5,372 | $ 5,493 |
Deferred interest | 1,575 | $ 1,357 |
KeyBank National Association | ||
Collateral, description | Secured by certain assets of the Company's operating partnership and certain of its subsidiaries and includes a Company's guarantee for the payment of all indebtedness under the Line of Credit Agreement. | |
Unamortized debt issuance expense | 502 | $ 488 |
Line of credit maturity date | Aug. 31, 2020 | |
Line of credit facility, interest rate description | Bears interest at either (1) the base rate (determined from the highest of (a) KeyBank?s prime rate, (b) the federal funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0%) or (2) LIBOR, plus, in either case, a spread between 250 and 300 basis points depending on our total leverage ratio. | |
Increase to the existing line of credit | 45,000 | |
Borrowings under line of credit | 22,823 | $ 20,837 |
Available borrowings under line of credit | 10,435 | |
Letter of credit | 93 | |
Secured Loan | MWG Portfolio | ||
Senior secured loan, outstanding debt | $ 79,800 | |
Interest rate, description | Bearing interest for the first year at a rate per annum equal to LIBOR plus 3.10% and for the second year at a rate per annum equal to LIBOR plus 3.35%. | |
Maturity date, description | Matures in November, 2019 and has one, 12-month extension option, subject to certain conditions. | |
Collateral, description | Secured by first lien mortgages on the 15 properties held by wholly-owned subsidiaries of Plymouth MWG Holdings LLC. | |
Covenant, description | Loan Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The MWG Loan Agreement also contains financial covenants that require the borrowers to maintain a minimum ratio of net cash flow (less management fees) to the outstanding principal balance under the loan agreement of at least 9.0%. | |
Proceeds from issuance of debt | 78,871 | $ 78,731 |
Unamortized debt issuance expense | 929 | 1,069 |
Secured Loan | AIG Asset Management ($120,000 AIG Loan) | ||
Senior secured loan, outstanding debt | $ 120,000 | $ 120,000 |
Interest rate | 4.08% | 4.08% |
Maturity date, description | Seven-year term maturing in October, 2023 | Seven-year term maturing in October, 2023 |
Payment terms, description | Monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. | Monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. |
Collateral, description | Secured by first lien mortgages on the 20 LLC properties. | Secured by first lien mortgages on the 20 LLC properties. |
Covenant, description | The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. | The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. |
Proceeds from issuance of debt | $ 116,729 | $ 116,700 |
Unamortized debt issuance expense | 3,271 | 3,300 |
Mezzanine Loan | Torchlight Investors LLC | ||
Senior secured loan, outstanding debt | $ 30,000 | |
Interest rate | 15.00% | |
Interest rate, description | 7% percent is paid currently during the first four years of the term and 10% is paid for the remainder of the term. | |
Maturity date, description | Matures in October, 2023 | |
Payment terms, description | The Mezzanine Loan requires borrower to pay a prepayment premium equal to the difference between (1) the sum of 150% of the principal being repaid (excluding the accrued interest) and (2) the sum of the actual principal amount being repaid and current and accrued interest paid through the date of repayment. | |
Collateral, description | Pledges of the equity interest in 20 LLC and each of its property-owning subsidiaries. | |
Proceeds from issuance of debt | 29,330 | $ 29,364 |
Unamortized debt issuance expense | 670 | 636 |
Deferred interest | $ 1,575 | $ 1,357 |
Warrants issued | 250,000 | |
Exercise price of warrants issued | $ 23 | $ 23 |
Term of warrants issued | 5 years |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stockholders' Equity Note, Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Common Stock Warrants | ||
Balance at beginning of period | $ 160 | |
Change in fair value | (48) | |
Balance at end of period | $ 112 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Common stock dividends declared, per share | $ 0.0650 | $ 0.3750 | $ 0.3750 | $ 0.3750 |
Common stock dividends declared, aggregate amount | $ 238 | $ 1,334 | $ 1,430 | $ 1,430 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair value of warrants | $ 112 | |
Mezzanine Loan | Torchlight Investors LLC | ||
Warrants issued | 250,000 | |
Exercise price of warrants issued | $ 23 | $ 23 |
Term of warrants issued | 5 years | |
Fair value assumptions, methods used | Binomial Valuation Model applying Level 3 Inputs | Monte-Carlo Option-Pricing Model |
Fair value of warrants | $ 112 | $ 160 |
Expected volatility rate | 18.90% | 18.90% |
Expected dividend yield | 7.50% | 7.50% |
Expected term | 4 years 2 months | 4 years 5 months |
Risk free interest rate | 2.65% | 2.15% |
Series A Preferred Stock - Sche
Series A Preferred Stock - Schedule of Preferred Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||
Issuance of Series A Preferred stock | 2,040,000 | 2,040,000 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Issuance of Series A Preferred stock | 2,040,000 | |
Issuance date | Oct. 25, 2017 | |
Liquidation value per share | $ 25 | |
Series A Preferred stock, interest rate | 7.50% |
Series A Preferred Stock - Sc40
Series A Preferred Stock - Schedule of Series A Preferred Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended |
Dec. 31, 2017 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Preferred stock cash dividends declared, per share | $ 0.3542 | $ 0.46875 |
Preferred stock dividends declared, aggregate amount | $ 723 | $ 956 |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Loss attributed to non-controlling interest | $ 2,465 | ||
Adjustment to equity (deficit) as a result of redemption | 56,795 | ||
Non-cash capital contribution by investor related to redemption of redeemable preferred interest | 1,019 | ||
Indianapolis, IN - Shadeland | |||
Issuance of operating partnership units | 421,438 | ||
Issuance of operating partnership units, price per unit | $ 19 | ||
Issuance of partnership units | $ 8,007 | ||
Loss attributed to non-controlling interest, operating partnerships | $ 463 | $ 0 | |
Wholly-Owned Subsidiary | Plymouth Industrial 20 LLC (20 LLC) | |||
Ownership interest, by parent | 0.50% | ||
Ownership interest, non-controlling interest | 99.50% |
Incentive Award Plan - Schedule
Incentive Award Plan - Schedule of Nonvested Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2018shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested restricted stock at January 1, 2018 | 163,157 |
Granted | |
Forfeited | |
Vested | |
Unvested restricted stock at March 31, 2018 | 163,157 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2014 | |
Equity-based compensation expense | $ 200 | $ 0 | |
Unrecognized compensation expense | $ 2,483 | ||
Weighted average period for vesting | 3 years 2 months | ||
2014 Incentive Award Plan | |||
Incentive award plan, shares authorized | 750,000 | ||
Incentive award plan, shares available for grant | 750,000 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator | ||
Net loss | $ (4,473) | $ (2,906) |
Net loss attributable to non-controlling interest | (463) | (2,465) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (4,010) | (441) |
Less: Series A preferred stock dividends | 956 | |
Less: amount allocated to participating securities | 61 | |
Net loss attributable to common stockholders | $ (5,027) | $ (441) |
Denominator | ||
Weighted-average common shares outstanding basic and diluted | 3,647,272 | 331,965 |
Earnings per share - Basic and Diluted: | ||
Net loss per share attributable to common stockholders | $ (1.38) | $ (1.33) |
Earnings per Share (Details Nar
Earnings per Share (Details Narrative) | 3 Months Ended |
Mar. 31, 2018shares | |
Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 250,000 |
Restricted Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 163,157 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Employment agreements | As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ in Thousands | Apr. 13, 2018USD ($) | Apr. 09, 2018USD ($) | Apr. 30, 2018USD ($) | Apr. 04, 2018ft² | Mar. 31, 2018ft² |
Subsequent Event [Line Items] | |||||
Industrial properties acquired, approximate square feet | ft² | 9,200,000 | ||||
Subsequent Event | Secured Loan | Minnesota Life Insurance Company | |||||
Subsequent Event [Line Items] | |||||
Secured loan | $ 21,500 | ||||
Interest rate | 3.78% | ||||
Maturity date, description | Ten-year term maturing in April, 2028 | ||||
Payment terms, description | Monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. | ||||
Collateral, description | Secured by first lien mortgages on seven of the Company's portfolio properties. | ||||
Subsequent Event | Interest Rate Swap | |||||
Subsequent Event [Line Items] | |||||
Notional value of interest rate swap | $ 79,800 | ||||
Interest rate | 4.00% | ||||
Maturity date | Dec. 5, 2019 | ||||
Subsequent Event | Portfolio of Class B Industrial Buildings | |||||
Subsequent Event [Line Items] | |||||
Industrial properties acquired, approximate square feet | ft² | 270,000 | ||||
Acquisition price | $ 15,675 |