Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Plymouth Industrial REIT Inc. | |
Entity Central Index Key | 0001515816 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current | Yes | |
Is Entity Emerging Growth Company | false | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 5,276,387 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Real estate properties | $ 458,933 | $ 452,610 |
Less Accumulated depreciation | (46,438) | (41,279) |
Real estate properties, net | 412,495 | 411,331 |
Cash | 5,171 | 5,394 |
Cash held in escrow | 7,200 | 7,808 |
Restricted cash | 1,750 | 1,759 |
Deferred lease intangibles, net | 35,339 | 37,940 |
Other assets | 11,551 | 5,931 |
Total assets | 473,506 | 470,163 |
Liabilities | ||
Secured debt, net | 288,036 | 288,993 |
Borrowings under line of credit, net | 32,763 | 28,187 |
Accounts payable, accrued expenses and other liabilities | 24,870 | 21,996 |
Deferred lease intangibles, net | 6,595 | 7,067 |
Total liabilities | 352,264 | 346,243 |
Commitments and contingencies (Note 12) | ||
Equity (deficit): | ||
Common stock | 51 | 49 |
Additional paid-in capital | 125,739 | 126,327 |
Accumulated deficit | (140,929) | (137,983) |
Total stockholders' (deficit) | (15,139) | (11,607) |
Non-controlling interest | 13,421 | 14,467 |
Total equity (deficit) | (1,718) | 2,860 |
Total liabilities, Preferred stock and equity (deficit) | 473,506 | 470,163 |
Series A Preferred Stock | ||
Liabilities | ||
Preferred stock | 48,868 | 48,868 |
Series B Preferred Stock | ||
Liabilities | ||
Preferred stock | $ 74,092 | $ 72,192 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 5,129,370 | 4,821,876 |
Common stock, shares outstanding | 5,129,370 | 4,821,876 |
Series A Preferred Stock | ||
Preferred stock, shares issued | 2,040,000 | 2,040,000 |
Preferred stock, shares outstanding | 2,040,000 | 2,040,000 |
Preferred stock, liquidation preference | $ 51,000 | $ 51,000 |
Series B Preferred Stock | ||
Preferred stock, shares issued | 4,411,764 | 4,411,764 |
Preferred stock, shares outstanding | 4,411,764 | 4,411,764 |
Preferred stock, liquidation preference | $ 77,560 | $ 75,425 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Rental revenue | $ 12,729 | $ 8,483 |
Tenant recoveries | 3,933 | 2,946 |
Other revenue | 450 | |
Total revenues | 16,662 | 11,879 |
Operating expenses | ||
Property | 6,262 | 4,452 |
Depreciation and amortization | 8,432 | 6,542 |
General and Administrative | 1,725 | 1,373 |
Total operating expenses | 16,419 | 12,367 |
Operating income (loss) | 243 | (488) |
Other expense: | ||
Interest expense | (3,842) | (3,985) |
Total other expense | (3,842) | (3,985) |
Net loss | (3,599) | (4,473) |
Less: loss attributable to non-controlling interest | (653) | (463) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (2,946) | (4,010) |
Less: Preferred stock dividends | 1,566 | 956 |
Less: Series B Preferred stock accretion to redemption value | 1,900 | |
Less: amount allocated to participating securities | 57 | 61 |
Net loss attributable to common stockholders | $ (6,469) | $ (5,027) |
Net loss per share attributable to common stockholders | $ (1.37) | $ (1.38) |
Weighted-average common shares outstanding basic and diluted | 4,727,675 | 3,647,272 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Preferred Stock and Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock Series A | Preferred Stock Series B | 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 B Preferred stock accretion to redemption value | ||||||||
Series A Preferred stock offering costs | $ (53) | |||||||
Net proceeds from common stock, value | ||||||||
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) | |
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 | |
Repurchase and retirement of common stock, value | (5,054) | |||||||
Ending balance, shares at Dec. 31, 2018 | 2,040,000 | 4,411,764 | 4,821,876 | |||||
Ending balance, value at Dec. 31, 2018 | $ 48,868 | $ 72,192 | $ 49 | 126,327 | (137,983) | (11,607) | 14,467 | 2,860 |
Series B Preferred stock accretion to redemption value | $ 1,900 | (1,900) | (1,900) | (1,900) | ||||
Net proceeds from common stock, shares | 278,302 | |||||||
Net proceeds from common stock, value | $ 2 | 4,513 | 4,515 | 4,515 | ||||
Stock based compensation | 288 | 288 | 288 | |||||
Restricted shares issued | 29,192 | |||||||
Dividends and distributions | (3,489) | (3,489) | (393) | (3,882) | ||||
Net loss | (2,946) | (2,946) | (653) | (3,599) | ||||
Ending balance, shares at Mar. 31, 2019 | 2,040,000 | 4,411,764 | 5,129,370 | |||||
Ending balance, value at Mar. 31, 2019 | $ 48,868 | $ 74,092 | $ 51 | $ 125,739 | $ (140,929) | $ (15,139) | $ 13,421 | $ (1,718) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (3,599) | $ (4,473) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,432 | 6,542 |
Straight line rent adjustment | (258) | (357) |
Intangible amortization in rental revenue , net | (341) | (411) |
Amortization of debt issuance cost | 235 | 633 |
Change in fair value of warrant derivative | 79 | (48) |
Stock based compensation | 288 | 200 |
Changes in operating assets and liabilities: | ||
Other assets | (5,362) | (145) |
Deferred leasing costs | (367) | (107) |
Accounts payable, accrued expenses and other liabilities | 1,300 | (1,473) |
Net cash provided by operating activities | 407 | 361 |
Investing activities | ||
Acquisition of properties | (5,516) | |
Real estate improvements | (1,353) | (744) |
Net cash used in investing activities | (6,869) | (744) |
Financing activities | ||
Net proceeds from common stock | 4,515 | |
Additional offering costs of preferred stock | (53) | |
Proceeds from issuance of secured debt | 63,115 | |
Repayment of secured debt | (63,169) | |
Proceeds from credit facility | 6,697 | 2,000 |
Repayment of credit facility | (2,175) | |
Debt issuance costs | (1,081) | (265) |
Repurchase of common stock | (5,054) | |
Dividends paid | (2,280) | (2,311) |
Net cash provided by (used in) financing activities | 5,622 | (5,683) |
Net decrease in cash and cash held in escrow and restricted cash | (840) | (6,066) |
Cash and cash held in escrow and restricted cash at beginning of year | 14,961 | 19,163 |
Cash and cash held in escrow and restricted cash at end of year | 14,121 | 13,097 |
Supplemental Cash Flow Disclosures: | ||
Interest paid | 3,638 | 3,352 |
Supplemental Non-cash Financing and Investing Activities: | ||
Dividends declared included in dividends payable | 3,489 | 2,290 |
Distribution payable to non-controlling interest holder | 393 | 158 |
Series B accretion to redemption value | 1,900 | |
Fixed asset acquisitions included in accounts payable, accrued expenses and other liabilities | 122 | 81 |
Deferred leasing costs included in accounts payable, accrued expenses and other liabilities | $ 9 | $ 433 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Business Plymouth Industrial REIT, Inc., (the “Company”, “we” or the “REIT”) is a Maryland corporation formed on March 7, 2011. The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns substantially all of its assets and conducts substantially all of its business through its operating partnership, Plymouth Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company, as general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities, and results of operations of the Operating Partnership. As of March 31, 2019 and December 31, 2018, the Company owned an 83.0% and 82.2%, respectively, common equity interest in the Operating Partnership. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company focuses on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the U.S. As of March 31, 2019, the Company, through its subsidiaries, owns 56 industrial properties comprising approximately 12 million square feet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 and 2017. Additional information regarding the Company’s significant accounting policies related to the accompanying interim financial statements is as follows: Basis of Presentation The Company’s interim condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. The interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. 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, 2018 and 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on March 7, 2019. 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. 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, 2019 and December 31, 2018 the Company did not recognize an allowance for doubtful accounts. The Company incurred write-offs of $26 and $0 during the three months ended March 31, 2019 and 2018, respectively. The Company includes accounts receivable and straight line rent receivables within other assets in the balance sheet. For the three months ended March 31, 2019 and 2018, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements. Rental revenue and tenant recoveries is comprised of the following: Period Ended Period Ended March 31, March 31, 2019 2018 Income from lease $ 12,130 $ 7,715 Straight-line rent adjustment 258 357 Tenant recoveries 3,933 2,946 Amortization of above market leases (160 ) (135 ) Amortization of below market leases 501 546 Total $ 16,662 $ 11,429 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, 2019 and December 31, 2018. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, cash held in escrow for real estate tax, insurance and tenant capital improvements and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of March 31, 2019, 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 held in escrow and restricted cash reported within our condensed consolidated balance sheet to amounts reported within our condensed consolidated statement of cash flows: March 31, December 31, 2019 2018 Cash as presented on balance sheet $ 5,171 $ 5,394 Cash held in escrow as presented on balance sheet 7,200 7,808 Restricted cash as presented on balance sheet 1,750 1,759 Cash and cash held in escrow and restricted cash as presented on cash flow statement $ 14,121 $ 14,961 Fair Value of Financial Instruments The Company applies various valuation approaches in determining the fair value of its financial assets and liabilities within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1— Quoted prices for identical instruments in active markets. Level 2— Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3— Significant inputs to the valuation model are unobservable. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. Level 2 inputs such as interest rates and credit spreads, are applied in determining the fair value of the interest rate cap in the amount of $0 at March 31, 2019 and December 31, 2018. Level 3 inputs are applied in determining the fair value of warrants to purchase common stock in the amount of $191 and $112 at March 31, 2019 and December 31, 2018, respectively, as discussed in Note 6. Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, senior secured debt, line of credit, accounts payable and accrued expenses and other current liabilities. The values of these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Debt Issuance Costs Debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. Debt issuance costs amounted to $7,313 and $6,232 at March 31, 2019 and December 31, 2018, respectively, and related accumulated amortization amounted to $1,986 and $1,754 at March 31, 2019 and December 31, 2018, respectively. Unamortized debt issuance costs amounted to $5,327 and $4,478 at March 31, 2019 and December 31, 2018, 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 measures stock-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period. Forfeitures of unvested shares are recognized in the period the forfeiture occurs. 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, 2019 and 2018. Derivative Instrument The Company uses an interest rate cap as a derivative instrument to manage interest rate risk and is recognized on the balance sheet at fair value. The interest rate cap is not designated as a hedging instrument and changes in fair value are marked to market through earnings. The input values used in the fair value measurement of the interest rate cap were obtained using quoted market prices for similar assets in markets that are not active and therefore are classified as Level 2 under the fair value hierarchy. The fair value of the interest rate cap is estimated based on using interest rates that management believes reflect the risks associated with debt instruments of similar risk and duration. Earnings per Share The Company follows the two-class method when computing net loss per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), and various subsequent ASU’s, 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. The new standard also 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. We adopted ASU 2016-02 effective January 1, 2019 using the modified retrospective transition approach and elected the package of practical expedients, both provided for under ASU 2018-11, Leases (Topic 842): Targeted Improvements For arrangements where the Company is the lessee, the adoption of ASU 2016-02 resulted in a material impact on our condensed consolidated balance sheets as of March 31, 2019, upon the recognition of the right-of-use asset and the related lease liabilities. The Company recorded an initial right of use asset and lease liability of approximately $2,096 on the condensed consolidated balance sheet upon adoption of ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a material impact on our condensed consolidated statements of operations as we elected to adopt the standard effective January 1, 2019 using the modified retrospective transition approach, with no restatement of prior periods presented. The Company includes the right-of-use asset within other assets and the corresponding lease liability within accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheet. For arrangements where the Company is the lessor, the Company concluded the new lease standard does not have a material impact on the 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, 2019 | |
Real Estate [Abstract] | |
Real Estate Properties | 3. Real Estate Properties Real estate properties consisted of the following at March 31, 2019 and December 31, 2018: March 31, December 31, 2019 2018 Land $ 93,495 $ 92,628 Buildings, building improvements and tenant improvements 331,344 325,933 Site improvements 33,489 33,270 Construction in process 605 779 458,933 452,610 Less accumulated depreciation (46,438 ) (41,279 ) Real estate properties $ 412,495 $ 411,331 Depreciation expense was $5,159 and $3,815 for the three months ended March 31, 2019 and 2018, respectively. Acquisition of Properties The Company made the following acquisition of property during the three months ended March 31, 2019: On January 4, 2019, the Company acquired a single Class B industrial property, consisting of approximately 73,785 square feet, located in Chicago, Illinois for an aggregate purchase price of approximately $5,425. The allocation of the aggregate purchase price in accordance with Financial Accounting Standards Board, (FASB), ASU 2017-01 (Topic 805) “Business Combinations,” of the assets and liabilities acquired at their relative fair values as of their acquisition date, is as follows: Purchase Price Total Purchase Price Purchase price $ 5,425 Acquisition costs 91 Total $ 5,516 Allocation of Purchase Price Land $ 867 Building 3,886 Site improvements 219 Total real estate properties 4,972 Deferred lease intangibles Tenant relationships 66 Leasing commissions 60 Lease in place value 444 Total deferred lease intangibles 570 Deferred lease intangibles Below market lease value (26 ) Totals $ 5,516 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 4. Leases As a Lessor We lease our properties to tenants under agreements that are classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Many of our leases include the recovery of certain operating expenses such as common area maintenance, insurance, real estate taxes and utilities from our tenants. The recovery of such operating expenses are recognized in Tenant recoveries As of March 31, 2019, undiscounted future minimum rental receipts due under non-cancellable operating leases for each of the next five years and total thereafter were as follows (in thousands): Future Minimum 2019 $ 34,541 2020 40,486 2021 29,331 2022 20,434 2023 16,276 Thereafter 28,566 Total minimum rental receipts $ 169,634 These amounts do not reflect future rental revenue from the renewal or replacement of existing leases and excludes tenant recoveries and rental increases that are not fixed or indexed to CPI. As a Lessee At March 31, 2019, we have a single office space under a non-cancelable operating lease. The lease commenced September 2016 and was amended February 2018. The lease has a remaining term of 6 years as of March 31, 2019. The lease agreement does not contain residual value guarantees or an option to renew at our option. In arriving at the lease liability as of March 31, 2019, we applied an incremental borrowing rate of 5.4% over the remaining lease term of 6 years. The incremental borrowing rate is the rate equal to the closest borrowing under the KeyBank line of credit agreement at the time of the Company’s adoption of ASU 2016-02 on January 1, 2019. The following table summarizes the operating lease cost recognized during the three months ended March 31, 2019 included in the Company’s condensed consolidated statements of operations. Three months ended March 31, 2019 Operating lease cost included in general and administrative expense attributable to corporate office lease $ 105 The following table summarizes supplemental cash flow information related to operating leases recognized during the three months ended March 31, 2019 in the Company’s condensed consolidated statements of cash flows. Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 100 The following table summarizes the minimum rental commitments under our non-cancelable lease, which is discounted by our incremental borrowing rate to calculate the lease liability for the operating lease in which we are the lessee (in thousands): March 31, December 31, 2019 2018 2019 $ 284 $ 378 2020 385 385 2021 393 393 2022 400 400 2023 407 407 Thereafter 519 519 Total undiscounted rental commitments 2,388 $ 2,482 Present value adjustment using incremental borrowing rate 358 Total lease liability $ 2,030 As of March 31, 2019 and December 31, 2018 the Company had no finance leases. |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 5. Borrowing Arrangements AIG Loan Certain indirect subsidiaries of the Operating Partnership have entered into a senior secured loan agreement with investment entities managed by AIG Asset Management (the “AIG Loan”). As of March 31, 2019 and December 31, 2018, there was $120,000 of indebtedness outstanding under the AIG Loan. The AIG Loan bears interest at 4.08% per annum and has a seven-year term maturing in October, 2023. The AIG Loan provides for monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. The borrowings under the AIG Loan are secured by first lien mortgages on the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC. The obligations under the AIG Loan are also guaranteed in certain circumstances by the Company and certain of the Operating Partnership’s wholly-owned subsidiaries. The AIG Loan agreement contains customary representations and warranties, as well as affirmative and negative covenants. The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. The AIG Loan is subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement. The Company is in compliance with the respective covenants at March 31, 2019. The Company has no right to prepay all or any part of the AIG Loan before November 1, 2019. Following that date, up to three secured properties can be repaid in full, subject to paying a premium equal to the greater of (a) 1% of the outstanding principal and (b) the present value of the note as defined in the AIG Loan. Borrowings outstanding amounted to $117,405 and $117,263, net of $2,595 and $2,737 of unamortized debt issuance costs at March 31, 2019 and December 31, 2018, respectively. Minnesota Life Loan On April 30, 2018, certain subsidiaries of our operating partnership entered into a secured loan agreement with Minnesota Life Insurance Company, or the Minnesota Life Loan, in the original principal amount of $21,500. The Minnesota Life Loan bears interest at 3.78% per annum and has a ten-year term, maturing on May 1, 2028. The Minnesota Life Loan provides for monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. The borrowings under the Minnesota Life Loan are secured by first lien mortgages on seven of the Company’s properties. The Minnesota Life Loan contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Company is in compliance with the respective covenants at March 31, 2019. Borrowings outstanding amounted to $21,152 and $21,133, net of $348 and $367 of unamortized debt issuance costs at March 31, 2019 and December 31, 2018, respectively. Transamerica Loan On July 10, 2018, certain wholly-owned subsidiaries (the “Borrowers”) of Plymouth Industrial REIT, Inc. (the “Company”) entered into a loan agreement (the “Transamerica Loan”) with Transamerica Life Insurance Company providing for commercial mortgage loans to the Borrowers in the aggregate principal amount of $78,000. The Transamerica Loan matures on August 1, 2028 and bears interest at the fixed rate of 4.35% per annum. The promissory notes (the “Notes”) evidencing the Transamerica Loan require the Borrowers to make monthly interest-only payments through August 2019 and thereafter the Transamerica Loan requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers may repay the Transamerica Loan at any time following the first twelve full calendar months of the Transamerica Loan’s term, subject to paying a premium equal to the greater of (a) 1% of the prepayment amount and (b) the “Yield Protection Amount,” as defined in the Notes. The Transamerica Loan and the Notes contain customary events of default, including non-payment of principal or interest and bankruptcy. Any default under the Transamerica Loan or any Note will constitute a default under each of the other Notes. Each Borrower has guaranteed the payment obligations of all the other Borrowers under the Notes. There are no events of default as of March 31, 2019. Borrowings outstanding amounted to $73,626 and $73,609, net of $994 and $1,011 of unamortized debt issuance costs at March 31, 2019 and December 31, 2018, respectively. Fisher Park Mortgage On October 15, 2018, the Operating Partnership (the “Borrower”) assumed a mortgage (the “Fisher Park Mortgage”) with a balance of $13,907 as part of our acquisition of the property in greater Cincinnati. The Fisher Park Mortgage, held by JP Morgan Chase Bank, matures on January 1, 2027, bears interest at 5.229% and is secured by the property. The Fisher Park Mortgage requires monthly installments of principal plus accrued interest based on a 30-year amortization. As part of the allocation of the Fisher Park purchase price per ASC 805, the Company recorded a $92 premium on the assumed debt value. The Fisher Park Mortgage contains certain financial covenants, customary events of default, including non-payment of principal or interest and bankruptcy, and certain trigger events to occur upon the Debt Service Coverage Ratio going below certain thresholds as defined within the loan agreement. There are no trigger or default events as of March 31, 2019. Borrowings outstanding amounted to $13,819 and $13,873 at March 31, 2019 and December 31, 2018, respectively. Allianz Loan On March 21, 2019, certain wholly-owned subsidiaries (the “Borrowers”) of Plymouth Industrial REIT, Inc. (the “Company”) entered into a loan agreement (the “Allianz Loan”) with Allianz Life Insurance Company of North America providing for commercial mortgage loans to the Borrowers in the aggregate principal amount of $63,115. The Allianz Loan matures on April 10, 2026 and bears interest at the fixed rate of 4.07% per annum. The promissory note (the “Note”) evidencing the Allianz Loan require the Borrowers to make monthly interest-only payments through April 2022 and thereafter the Note requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers may repay the Allianz Loan at any time, subject to paying a premium equal to the greater of (i) one percent (1%) of the amount of the Principal Indebtedness being prepaid and (ii) the difference between (A) the present value at the time of prepayment of the remaining scheduled monthly payments plus the present value at the time of prepayment of the final installment of principal and interest due on the Maturity Date, both discounted on a monthly basis at the Index Rate (as defined in the Note), and (B) the unpaid principal balance of the Note at the time of prepayment, but not less than zero. The Allianz Loan contains customary events of default, including non-payment of principal or interest and bankruptcy and certain trigger events to occur upon the Debt Service Coverage Ratio going below certain thresholds as defined within the loan agreement. There are no trigger or default events as of March 31, 2019. Borrowings outstanding amounted to $62,034, net of $1,081 of unamortized debt issuance costs at March 31, 2019. 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. At March 31, 2019 the interest rate was 5.49%. On March 8, 2018, the Company entered into an Increase Agreement to our Line of Credit Agreement with KeyBank National Association to increase our revolving credit facility to $45,000. All other terms of the Line of Credit Agreement remained unchanged. The Line of Credit Agreement contains customary affirmative and negative and financial covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and transactions with affiliates as outlined within the Line of Credit Agreement. The Company is in compliance with the respective covenants at March 31, 2019. 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 $32,764 and $28,187, net of unamortized debt issuance costs of $308 and $363 at March 31, 2019 and December 31, 2018, respectively. Borrowings available under the Line of Credit Agreement amounted to $5,946, net of a letter of credit totaling $93, at March 31, 2019. KeyBank Bridge Loan On December 14, 2018, the Operating Partnership and certain of its subsidiaries entered into a loan agreement (the “KeyBank Bridge Loan”) with KeyBank National Association (“KeyBank”). The KeyBank Bridge Loan provided for a secured loan in the amount of $63,115. On March 21, 2019, the Company used the proceeds of the Allianz Loan, along with additional working capital, to repay in full the KeyBank Bridge Loan. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock The Company completed its initial listed public offering (IPO) of common stock (Offering) on June 14, 2017, which resulted in the issuance of 3,060,000 shares of common stock, including 160,000 shares of common stock issued to cover the underwriters’ over-allotment. The Company issued 263,158 shares at $19.00 per share in a private placement to an affiliate of Torchlight Investors, LLC (“Torchlight”), which occurred contemporaneously with the Offering. On March 29, 2018, the Company repurchased and retired the 263,158 shares of common stock owned by an affiliate of Torchlight in a privately negotiated transaction at a purchase price of $19.00 per share, or $5,000 in the aggregate. Equity Offering On July 23, 2018, the Company completed a follow-on public offering of 1,262,833 shares of common stock, including 160,369 shares of common stock issued upon exercise of the underwriters’ overallotment option, resulting in net proceeds of approximately $17,843. The Company contributed the net proceeds of this offering to the Operating Partnership in exchange for 1,262,833 OP Units, and the Operating Partnership used the net proceeds of the public offering to acquire additional industrial properties, working capital purposes and other general purposes. ATM Program On July 30, 2018, the Company and Operating Partnership filed a shelf registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) registering an aggregate of $500,000 of securities, consisting of an indeterminate amount of common stock, preferred stock, depository shares, warrants, rights to purchase our common stock and debt securities. On August 24, 2018, the Company entered into a distribution agreement with D.A. Davidson & Co., KeyBanc Capital Markets and National Securities Corporation (the “Agents”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000 through a “at-the-market equity offering program” (the “ATM program”). As of March 31, 2019, the Company sold 278,302 securities for a weighted average share price of $16.63 under the ATM Program, resulting in net proceeds of approximately $4,515. The Company contributed the net proceeds of this offering to the Operating Partnership in exchange for 278,302 OP Units. Common Stock Warrants On June 14, 2017, the Company issued warrants to an affiliate of Torchlight to acquire 250,000 shares of the Company’s common stock at a strike price of $23.00 per share, which expire in 2022. Due to the Company’s subsequent common stock issuances, the outstanding warrants have increased to 276,674 shares at a strike price of $20.78 per share at March 31, 2019. The warrants are accounted for as a liability on the accompanying condensed consolidated balance sheet as they contain provisions that are considered outside of the Company’s control, such as the holders’ option to receive cash in lieu and other securities in the event of a reorganization of the Company’s common stock underlying such warrants. The fair value of these warrants is re-measured at each financial reporting period with any changes in fair value recognized as a change in fair value of warrant liability in the accompanying condensed consolidated statements of operations. A roll-forward of the warrants is as follows: Balance at January 1, 2019 $ 112 Change in fair value 79 Balance at March 31, 2019 $ 191 The warrants in the amount of $191 at March 31, 2019 represent their fair value determined using a Monte-Carlo option pricing model applying Level 3 inputs as described in Note 2. The significant inputs into the model were: exercise price of $20.78, volatility of 18.6%, an expected annual dividend of $1.50, a term of 3.19 years and an annual risk-free interest rate of 2.21%. The warrants in the amount of $112 at December 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 $21.06, volatility of 20.0%, an expected annual dividend of $1.50, a term of 3.5 years and an annual risk-free interest rate of 2.47%. 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, 2019 and 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, 2019 and the year ended December 31, 2018. Cash Dividends Aggregate 2019 First quarter $ 0.3750 $ 1,923 2018 First quarter $ 0.3750 $ 1,334 Second quarter $ 0.3750 $ 1,334 Third quarter $ 0.3750 $ 1,807 Fourth quarter $ 0.3750 $ 1,808 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock Series A Preferred Stock The table below sets forth the Company’s outstanding Series A Preferred Stock issuances as of March 31, 2019: Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Dividend 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, 2019 and the year ended December 31, 2018. Cash Dividends Aggregate 2019 First quarter $ 0.46875 $ 956 2018 First quarter $ 0.46875 $ 956 Second quarter $ 0.46875 $ 956 Third quarter $ 0.46875 $ 956 Fourth quarter $ 0.46875 $ 956 Series B Preferred Stock The table below sets forth the Company’s outstanding Series B Convertible Redeemable Preferred Stock issuances as of March 31, 2019. Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Current Dividend Rate Series B Convertible Redeemable Preferred Stock 12/14/2018 4,411,764 $ 17.58 3.25% The following table sets forth the Series B preferred stock that were declared or paid during the three months ended March 31, 2019 and the year ended December 31, 2018. The Company did not pay any dividends prior to the closing of the offering of its Series B Preferred Stock on December 14, 2018. Cash Dividends Aggregate 2019 First quarter $ 0.13813 $ 610 2018 Fourth quarter (commencing December 14, 2018 to December 31, 2018) $ 0.02609 $ 115 |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 8. Non-Controlling Interests Operating Partnership Units Acquisitions In connection with the acquisition of the Shadeland Portfolio on August 11, 2017, the Company, through its 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. In connection with the Cincinnati, Ohio acquisition on October 15, 2018, the Company, through its Operating Partnership issued 626,011 OP Units at $17.00 per OP Unit for a total of approximately $10,642 to the former owners of the property. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The following table sets forth the OP Unit distributions that were declared or paid during the three months ended March 31, 2019 and the year ended December 31, 2018. Cash Distributions Aggregate 2019 First quarter $ 0.375 $ 393 2018 First quarter $ 0.375 $ 158 Second quarter $ 0.375 $ 158 Third quarter $ 0.375 $ 158 Fourth quarter $ 0.375 (1) $ 357 ____________________ (1) Distributions for the OP Units issued in connection with the Cincinnati, Ohio acquisition were paid on a pro-rated distribution equal to a quarterly distribution of $0.375 per OP Unit or $199 in the aggregate for the quarter ended December 31, 2018. The proportionate share of the loss attributed to the partnership units was $653 and $463 for the three months ending March 31, 2019 and 2018, respectively. |
Incentive Award Plan
Incentive Award Plan | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Award Plan | 9. Incentive Award Plan The following table is a summary of the total restricted shares granted, forfeited and vested for the three months ended March 31, 2019: Shares Unvested restricted stock at January 1, 2019 124,051 Granted 29,192 Forfeited — Vested — Unvested restricted stock at March 31, 2019 153,243 The Company recorded equity-based compensation in the amount of $288 and $200 for the three months ended March 31, 2019 and 2018, respectively, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Equity-based compensation expense for shares issued to employees 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, 2019 was approximately $2,102 and is expected to be recognized over a weighted average period of approximately 2.6 years. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 10. Earnings per Share Net loss per Common Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended March 31, 2019 2018 Numerator Net loss $ (3,599 ) $ (4,473 ) Less: loss attributable to non-controlling interest (653 ) (463 ) Net loss attributable to Plymouth Industrial REIT, Inc. (2,946 ) (4,010 ) Less: Preferred stock dividends 1,566 956 Less: Series B Preferred stock accretion to redemption value 1,900 — Less: amount allocated to participating securities 57 61 Net loss attributable to common stockholders $ (6,469 ) $ (5,027 ) Denominator Weighted-average common shares outstanding basic and diluted 4,727,675 3,647,272 Net loss per share attributable to common stockholders – basic and diluted $ (1.37 ) $ (1.38 ) 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, 2019 include the 276,674 shares of common stock issuable pursuant to the outstanding warrants and 153,243 shares of restricted common stock. The warrant shares and restricted common stock have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect of including them would reduce the net loss per share. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Employment Agreements The Company has entered into employment agreements with the Company’s Chief Executive Officer, President and Chief Investment Officer, and Executive Vice President and Chief Financial Officer. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred, costs related to such legal proceedings. Contingent Liability In conjunction with the issuance of the OP Units for the Shadeland Portfolio and Cincinnati, Ohio acquisitions, the agreements contain a provision for the Company to provide tax protection to the holders if the acquired properties are sold in a transaction that would result in the recognition of taxable income or gain prior to the sixth anniversary of the acquisition. The Company intends to hold 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, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events From April 1, 2019 through May 6, 2019, the Company issued 147,017 shares under the ATM program, resulting in net proceeds of approximately $2,419. On May 8, 2019, the Company entered into a purchase and sale agreement to acquire a 485,000 square foot, 100% occupied with two-tenants, Class B industrial property in Indianapolis, Indiana for $17,100. This pending acquisition is subject to satisfactory completion of diligence and other customary closing conditions. As such, there can be no assurance that we will complete the acquisition. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s interim condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and their subsidiaries. The interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions have been eliminated in consolidation. These interim condensed consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company's financial position and results of operations. These interim condensed consolidated financial statements may not be indicative of financial results for the full year. 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, 2018 and 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on March 7, 2019. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding the allocation of tangible and intangible assets or business acquisitions, impairments of long-lived assets, stock-based compensation and its common stock warrant liability. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions. |
Segments | Segments The Company has one reportable segment–industrial properties. These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment. |
Revenue Recognition and Tenant Receivables and Rental Revenue Components | Revenue Recognition and Tenant Receivables and Rental Revenue Components Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At March 31, 2019 and December 31, 2018 the Company did not recognize an allowance for doubtful accounts. The Company incurred write-offs of $26 and $0 during the three months ended March 31, 2019 and 2018, respectively. The Company includes accounts receivable and straight line rent receivables within other assets in the balance sheet. For the three months ended March 31, 2019 and 2018, 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, 2019 and December 31, 2018. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, cash held in escrow for real estate tax, insurance and tenant capital improvement and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of March 31, 2019, 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 2 inputs such as interest rates and credit spreads, are applied in determining the fair value of the interest rate cap in the amount of $0 at March 31, 2019 and December 31, 2018. Level 3 inputs are applied in determining the fair value of warrants to purchase common stock in the amount of $191 and $112 at March 31, 2019 and December 31, 2018, respectively, as discussed in Note 6. Financial instruments include cash, restricted cash, cash held in escrow and reserves, accounts receivable, senior secured debt, line of credit, accounts payable and accrued expenses and other current liabilities. The values of these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are reflected as a reduction to the respective loan amounts in the form of a debt discount. Amortization of this expense is included in interest expense in the condensed consolidated statements of operations. |
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 measures stock-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period. Forfeitures of unvested shares are recognized in the period the forfeiture occurs. |
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, 2019 and 2018. |
Derivative Instrument | Derivative Instrument The Company uses an interest rate cap as a derivative instrument to manage interest rate risk and is recognized on the balance sheet at fair value. The interest rate cap is not designated as a hedging instrument and changes in fair value are marked to market through earnings. The input values used in the fair value measurement of the interest rate cap were obtained using quoted market prices for similar assets in markets that are not active and therefore are classified as Level 2 under the fair value hierarchy. The fair value of the interest rate cap is estimated based on using interest rates that management believes reflect the risks associated with debt instruments of similar risk and duration. |
Earnings Per Share | Earnings per Share The Company follows the two-class method when computing net loss per share of common stock as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the periods presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), and various subsequent ASU’s, 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. The new standard also 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. We adopted ASU 2016-02 effective January 1, 2019 using the modified retrospective transition approach and elected the package of practical expedients, both provided for under ASU 2018-11, Leases (Topic 842): Targeted Improvements For arrangements where the Company is the lessee, the adoption of ASU 2016-02 resulted in a material impact on our condensed consolidated balance sheets as of March 31, 2019, upon the recognition of the right-of-use asset and the related lease liabilities. The Company recorded an initial right of use asset and lease liability of approximately $2,096 on the condensed consolidated balance sheet upon adoption of ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a material impact on our condensed consolidated statements of operations as we elected to adopt the standard effective January 1, 2019 using the modified retrospective transition approach, with no restatement of prior periods presented. The Company includes the right-of-use asset within other assets and the corresponding lease liability within accounts payable, accrued expenses and other liabilities in the condensed consolidated balance sheet. For arrangements where the Company is the lessor, the Company concluded the new lease standard does not have a material impact on the 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Rental Revenue Components | Period Ended Period Ended March 31, March 31, 2019 2018 Income from lease $ 12,130 $ 7,715 Straight-line rent adjustment 258 357 Tenant recoveries 3,933 2,946 Amortization of above market leases (160 ) (135 ) Amortization of below market leases 501 546 Total $ 16,662 $ 11,429 |
Schedule of Cash, Cash Equivalents and Restricted Cash | March 31, December 31, 2019 2018 Cash as presented on balance sheet $ 5,171 $ 5,394 Cash held in escrow as presented on balance sheet 7,200 7,808 Restricted cash as presented on balance sheet 1,750 1,759 Cash and cash held in escrow and restricted cash as presented on cash flow statement $ 14,121 $ 14,961 |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | March 31, December 31, 2019 2018 Land $ 93,495 $ 92,628 Buildings, building improvements and tenant improvements 331,344 325,933 Site improvements 33,489 33,270 Construction in process 605 779 458,933 452,610 Less accumulated depreciation (46,438 ) (41,279 ) Real estate properties $ 412,495 $ 411,331 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Purchase Price Total Purchase Price Purchase price $ 5,425 Acquisition costs 91 Total $ 5,516 Allocation of Purchase Price Land $ 867 Building 3,886 Site improvements 219 Total real estate properties 4,972 Deferred lease intangibles Tenant relationships 66 Leasing commissions 60 Lease in place value 444 Total deferred lease intangibles 570 Deferred lease intangibles Below market lease value (26 ) Totals $ 5,516 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lessor Future Minimum Rental Receipts under Non-Cancellable Leases | Future Minimum 2019 $ 34,541 2020 40,486 2021 29,331 2022 20,434 2023 16,276 Thereafter 28,566 Total minimum rental receipts $ 169,634 |
Summary of Operating Lease Costs | Three months ended March 31, 2019 Operating lease cost included in general and administrative expense attributable to corporate office lease $ 105 |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 100 |
Schedule of Lessee Future Minimum Rental Commitments under Non-Cancellable Leases | March 31, December 31, 2019 2018 2019 $ 284 $ 378 2020 385 385 2021 393 393 2022 400 400 2023 407 407 Thereafter 519 519 Total undiscounted rental commitments 2,388 $ 2,482 Present value adjustment using incremental borrowing rate 358 Total lease liability $ 2,030 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants | Balance at January 1, 2019 $ 112 Change in fair value 79 Balance at March 31, 2019 $ 191 |
Schedule of Common Stock Dividends Declared | Cash Dividends Aggregate 2019 First quarter $ 0.3750 $ 1,923 2018 First quarter $ 0.3750 $ 1,334 Second quarter $ 0.3750 $ 1,334 Third quarter $ 0.3750 $ 1,807 Fourth quarter $ 0.3750 $ 1,808 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Preferred Stock Outstanding | Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Dividend Rate 7.5% Series A Preferred Stock 10/25/2017 2,040,000 $ 25 7.5% Preferred Stock Issuance Issuance Date Number of Shares Liquidation Value per Share Current Dividend Rate Series B Convertible Redeemable Preferred Stock 12/14/2018 4,411,764 $ 17.58 3.25% |
Schedule of Preferred Stock Dividends Declared | Series A Preferred Stock Cash Dividends Aggregate 2019 First quarter $ 0.46875 $ 956 2018 First quarter $ 0.46875 $ 956 Second quarter $ 0.46875 $ 956 Third quarter $ 0.46875 $ 956 Fourth quarter $ 0.46875 $ 956 Series B Convertible Redeemable Preferred Stock Cash Dividends Aggregate 2019 First quarter $ 0.13813 $ 610 2018 Fourth quarter (commencing December 14, 2018 to December 31, 2018) $ 0.02609 $ 115 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Non-Controlling Interest | Cash Distributions Aggregate 2019 First quarter $ 0.375 $ 393 2018 First quarter $ 0.375 $ 158 Second quarter $ 0.375 $ 158 Third quarter $ 0.375 $ 158 Fourth quarter $ 0.375 (1) $ 357 (1) Distributions for the OP Units issued in connection with the Cincinnati, Ohio acquisition were paid on a pro-rated distribution equal to a quarterly distribution of $0.375 per OP Unit or $199 in the aggregate for the quarter ended December 31, 2018. |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Shares Activity | Shares Unvested restricted stock at January 1, 2019 124,051 Granted 29,192 Forfeited — Vested — Unvested restricted stock at March 31, 2019 153,243 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | Three Months Ended March 31, 2019 2018 Numerator Net loss $ (3,599 ) $ (4,473 ) Less: loss attributable to non-controlling interest (653 ) (463 ) Net loss attributable to Plymouth Industrial REIT, Inc. (2,946 ) (4,010 ) Less: Preferred stock dividends 1,566 956 Less: Series B Preferred stock accretion to redemption value 1,900 — Less: amount allocated to participating securities 57 61 Net loss attributable to common stockholders $ (6,469 ) $ (5,027 ) Denominator Weighted-average common shares outstanding basic and diluted 4,727,675 3,647,272 Net loss per share attributable to common stockholders – basic and diluted $ (1.37 ) $ (1.38 ) |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019ft²Integer | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Ownership equity interest in Operating Partnership | 83.00% | 82.20% |
Number of industrial properties owned | Integer | 56 | |
Industrial properties acquired, approximate square feet | ft² | 12,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Schedule of Rental Revenue Components (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Income from lease | $ 12,130 | $ 7,715 |
Straight-line rent adjustment | 258 | 357 |
Tenant recoveries | 3,933 | 2,946 |
Amortization of above market leases | (160) | (135) |
Amortization of below market leases | 501 | 546 |
Total | $ 16,662 | $ 11,429 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash as presented on balance sheet | $ 5,171 | $ 5,394 | ||
Cash held in escrow as presented on balance sheet | 7,200 | 7,808 | ||
Restricted cash as presented on balance sheet | 1,750 | 1,759 | ||
Cash and cash held in escrow and restricted cash as presented on cash flow statement | $ 14,121 | $ 14,961 | $ 13,097 | $ 19,163 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenue Recognition and Tenant Receivables | |||
Write-offs | $ 26 | $ 0 | |
Interest Rate Derivatives, at Fair Value | |||
Fair value of the interest rate cap agreement | 0 | $ 0 | |
Equity, Fair Value Disclosure | |||
Fair value of warrants | 191 | 112 | |
Debt Issuance Costs | |||
Debt issuance costs | 7,313 | 6,232 | |
Accumulated amortization | 1,986 | 1,754 | |
Unamortized debt issuance costs | 5,327 | $ 4,478 | |
ASU 2016-02 | |||
Prospective Adoption of New Accounting Pronouncements | |||
Right of use asset | $ 2,096 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land | $ 93,495 | $ 92,628 |
Buildings, building improvements and tenant improvements | 331,344 | 325,933 |
Site improvements | 33,489 | 33,270 |
Construction in process | 605 | 779 |
Real estate properties at cost | 458,933 | 452,610 |
Less accumulated depreciation | (46,438) | (41,279) |
Real estate properties | $ 412,495 | $ 411,331 |
Real Estate Properties - Sche_2
Real Estate Properties - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Total Purchase Price | |
Purchase Price | $ 5,425 |
Acquisition Costs | 91 |
Total | 5,516 |
Allocation of Purchase Price | |
Land | 867 |
Building | 3,886 |
Site Improvements | 219 |
Total real estate properties | 4,972 |
Deferred Lease Intangibles | |
Total deferred lease intangibles | 570 |
Below Market Lease Value | (26) |
Totals | 5,516 |
Tenant Relationships | |
Deferred Lease Intangibles | |
Total deferred lease intangibles | 66 |
Leasing Commission | |
Deferred Lease Intangibles | |
Total deferred lease intangibles | 60 |
Lease in Place | |
Deferred Lease Intangibles | |
Total deferred lease intangibles | $ 444 |
Real Estate Properties (Details
Real Estate Properties (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)ft²Integer | Mar. 31, 2018USD ($) | |
Depreciation expense | $ 5,159 | $ 3,815 |
Number of real estate properties acquired | Integer | 56 | |
Purchase Price | $ 5,425 | |
Industrial properties acquired, approximate square feet | ft² | 12,000,000 | |
Chicago, Illinois - Class B Industrial Property | ||
Number of real estate properties acquired | Integer | 1 | |
Purchase Price | $ 5,425 | |
Industrial properties acquired, approximate square feet | ft² | 73,785 |
Leases - Schedule of Lessor Fut
Leases - Schedule of Lessor Future Minimum Rental Receipts under Non-Cancellable Leases (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Future minimum rental receipts, 2019 | $ 34,541 |
Future minimum rental receipts, 2020 | 40,486 |
Future minimum rental receipts, 2021 | 29,331 |
Future minimum rental receipts, 2022 | 20,434 |
Future minimum rental receipts, 2023 | 16,276 |
Future minimum rental receipts, Thereafter | 28,566 |
Total minimum rental receipts | $ 169,634 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost included in general and administrative expense attributable to corporate office lease | $ 105 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) | $ 100 |
Leases - Schedule of Lessee Fut
Leases - Schedule of Lessee Future Minimum Rental Commitments under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Minimum rental commitments, 2019 | $ 284 | $ 378 |
Minimum rental commitments, 2020 | 385 | 385 |
Minimum rental commitments, 2021 | 393 | 393 |
Minimum rental commitments, 2022 | 400 | 400 |
Minimum rental commitments, 2023 | 407 | 407 |
Minimum rental commitments, Thereafter | 519 | 519 |
Total undiscounted rental commitments | 2,388 | $ 2,482 |
Present value adjustment using incremental borrowing rate | 358 | |
Total lease liability | $ 2,030 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Operating lease remaining term | 6 years |
Incremental borrowing rate | 5.40% |
Incremental borrowing rate, description | The incremental borrowing rate is the rate equal to the closest borrowing under the KeyBank line of credit agreement at the time of the Company’s adoption of ASU 2016-02 on January 1, 2019. |
Borrowing Arrangements (Details
Borrowing Arrangements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Repayment of debt | $ 63,169 | ||
Unamortized debt issuance expense | 5,327 | $ 4,478 | |
KeyBank Bridge Loan | |||
Repayment of debt | 63,115 | ||
Bridge Loan | 63,115 | ||
KeyBank National Assocation | |||
Line of credit facility, outstanding balance | 32,764 | 28,187 | |
Line of credit, available borrowings | 5,946 | ||
Letter of credit, net | 93 | ||
Line of credit facility, unamortized debt issuance costs | $ 308 | $ 363 | |
Line of credit maturity date | Aug. 31, 2020 | Aug. 31, 2020 | |
Line of credit facility, interest rate | 5.49% | ||
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. | Bears interest at either (1) the base rate (determined from the highest of (a) KeyBank's prime rate, (b) the federal funds rate plus 0.50% and (c) the one month LIBOR rate plus 1.0%) or (2) LIBOR, plus, in either case, a spread between 250 and 300 basis points depending on our total leverage ratio. | |
Increase to the existing line of credit | $ 45,000 | ||
Line of credit facility, collateral | Secured by certain assets of the Company's operating partnership and certain of its subsidiaries and includes a Company's guarantee for the payment of all indebtedness under the Line of Credit Agreement. | Secured by certain assets of the Company's operating partnership and certain of its subsidiaries and includes a Company's guarantee for the payment of all indebtedness under the Line of Credit Agreement. | |
Line of credit facility, covenant terms | Contains customary affirmative and negative and financial covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and transactions with affiliates as outlined within the Line of Credit Agreement. | Contains customary affirmative and negative and financial covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and transactions with affiliates as outlined within the Line of Credit Agreement. The Company is in compliance with the respective covenants at December 31, 2018. | |
Secured Loan | Minnesota Life Loan | |||
Senior secured loan, outstanding debt | $ 21,500 | $ 21,500 | |
Interest rate | 3.78% | 3.78% | |
Senior secured loan, term | 10 years | 10 years | |
Maturity date | May 1, 2028 | May 1, 2028 | |
Payment terms, description | Monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. | Monthly payments of interest only for the first year of the term and thereafter monthly principal and interest payments based on a 30-year amortization period. | |
Collateral, description | Secured by first lien mortgages on seven on the Company's properties. | Secured by first lien mortgages on seven on the Company's properties. | |
Covenant, description | Contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. | Contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. | |
Proceeds from issuance of debt | $ 21,152 | $ 21,133 | |
Unamortized debt issuance expense | 348 | 367 | |
Secured Loan | AIG Asset Management | |||
Senior secured loan, outstanding debt | $ 120,000 | $ 120,000 | |
Interest rate | 4.08% | 4.08% | |
Senior secured loan, term | 7 years | 7 years | |
Maturity date | Oct. 31, 2023 | Oct. 31, 2023 | |
Payment terms, description | Monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. | Monthly payments of interest only for the first three years of the term and thereafter monthly principal and interest payments based on a 27-year amortization period. | |
Collateral, description | Secured by first lien mortgages on the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC. | Secured by first lien mortgages on the properties held by wholly-owned subsidiaries of Plymouth Industrial 20 LLC. | |
Covenant, description | The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. | The negative covenants include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The AIG Loan contains financial covenants that require minimum liquidity and Net Worth. | |
Proceeds from issuance of debt | $ 117,405 | $ 117,263 | |
Unamortized debt issuance expense | $ 2,595 | $ 2,737 | |
Commercial Mortgage Loan | Allianz Life Insurance Company | |||
Interest rate | 4.07% | ||
Maturity date | Apr. 10, 2026 | ||
Promissory note | $ 63,115 | ||
Outstanding promissory note borrowings | 62,034 | ||
Unamortized debt issuance expense | $ 1,081 | ||
Commercial Mortgage Loan | Transamerica Life Insurance Company | |||
Interest rate | 4.35% | 4.35% | |
Maturity date | Aug. 1, 2028 | Aug. 1, 2028 | |
Payment terms, description | Monthly interest-only payments through August 2019 and thereafter the Transamerica Loan requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers may repay the Transamerica Loan at any time following the first twelve full calendar months of the Transamerica Loan's term, subject to paying a premium equal to the greater of (a) 1% of the prepayment amount and (b) the "Yield Protection Amount," as defined in the Notes. | Monthly interest-only payments through August 2019 and thereafter the Transamerica Loan requires equal monthly installments of principal plus accrued interest based on a 30-year amortization period. The Borrowers may repay the Transamerica Loan at any time following the first twelve full calendar months of the Transamerica Loan's term, subject to paying a premium equal to the greater of (a) 1% of the prepayment amount and (b) the "Yield Protection Amount," as defined in the Notes. | |
Covenant, description | Contain customary events of default, including non-payment of principal or interest and bankruptcy. Any default under the Transamerica Loan or any Note will constitute a default under each of the other Notes. Each Borrower has guaranteed the payment obligations of all the other Borrowers under the Notes. | Contain customary events of default, including non-payment of principal or interest and bankruptcy. Any default under the Transamerica Loan or any Note will constitute a default under each of the other Notes. Each Borrower has guaranteed the payment obligations of all the other Borrowers under the Notes. | |
Promissory note | $ 78,000 | $ 78,000 | |
Outstanding promissory note borrowings | 73,626 | 73,609 | |
Unamortized debt issuance expense | $ 994 | $ 1,011 | |
Fisher Park Mortgage | |||
Interest rate | 5.229% | 5.229% | |
Maturity date | Jan. 1, 2027 | Jan. 1, 2027 | |
Payment terms, description | Monthly installments of principal plus accrued interest based on a 30-year amortization. | Monthly installments of principal plus accrued interest based on a 30-year amortization. | |
Collateral, description | Secured by the property. | Secured by the property. | |
Covenant, description | Contains customary events of default, including non-payment of principal or interest and bankruptcy and certain trigger events to occur upon the Debt Service Coverage Ratio going below certain thresholds as defined within the loan agreement. | Contains customary events of default, including non-payment of principal or interest and bankruptcy and certain trigger events to occur upon the Debt Service Coverage Ratio going below certain thresholds as defined within the loan agreement. | |
Outstanding promissory note borrowings | $ 13,819 | $ 13,873 | |
Assumption of mortgage note | 13,907 | ||
Premium on the assumed debt value | $ 92 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stockholders' Equity Note, Warrants (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Common Stock Warrants | |
Balance at beginning of period | $ 112 |
Change in fair value | 79 |
Balance at end of period | $ 191 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Equity [Abstract] | |||||
Common stock dividends declared, per share | $ 0.3750 | $ 0.3750 | $ 0.3750 | $ 0.3750 | $ 0.3750 |
Common stock dividends declared, aggregate amount | $ 1,923 | $ 1,808 | $ 1,807 | $ 1,334 | $ 1,334 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from initial public offering, gross | $ 4,515 | |||
Exercise price of warrants issued | $ 20.78 | $ 21.06 | ||
Fair value of warrants | $ 191 | $ 112 | ||
Expected volatility rate | 18.60% | 20.00% | ||
Expected annual dividend, per share | $ 1.50 | $ 1.50 | ||
Expected term | 3 years 3 months | 3 years 6 months | ||
Risk free interest rate | 2.21% | 2.47% | ||
Warrant maturity date | Jun. 13, 2022 | Jun. 13, 2022 | ||
Common stock repurchased and retired value | $ (5,054) | $ (5,054) | ||
Affiliate of Torchlight Investors LLC | ||||
Common stock issued | 263,158 | |||
Price per share | $ 19 | |||
Warrants issued | 250,000 | |||
Warrants outstanding | 276,674 | |||
Strike price | $ 20.78 | $ 23 | ||
Term of warrants issued | 5 years | |||
Common stock repurchased and retired value | $ 263,158 | |||
Common stock repurchased and retired, price per share | $ 19 | |||
Aggregate value of common stock repurchased and retired | $ 5,000 | |||
Initial Public Offering | ||||
Common stock issued | 1,262,833 | 3,060,000 | ||
Proceeds from initial public offering, gross | $ 17,843 | |||
Number of OP Units received in exchange of contributed proceeds from offering | 1,262,833 | |||
Over-Allotment Option | ||||
Common stock issued | 160,369 | 160,000 | ||
"At-the-Market" Equity Offering Program | ||||
Number of OP Units received in exchange of contributed proceeds from offering | 278,302 | |||
ATM Distribution agreement | The Company entered into a distribution agreement with D.A. Davidson & Co., KeyBanc Capital Markets and National Securities Corporation (the "Agents"), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000 through an "at-the-market equity offering programs (the "ATM program"). | |||
Number of shares authorized to be sold under the at the market equity program | 500,000 | |||
Number of shares issued at the market offering | 278,302 | |||
Weighted average share price | $ 16.63 | |||
Net proceeds from the issuance of shares at the market offering | $ 4,515 |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Stock Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Series A Preferred Stock | ||
Preferred stock, shares issued | 2,040,000 | 2,040,000 |
Preferred stock issued, issuance date | Oct. 25, 2017 | |
Liquidation value per share | $ 25 | |
Dividend rate | 7.50% | |
Series B Preferred Stock | ||
Preferred stock, shares issued | 4,411,764 | 4,411,764 |
Preferred stock issued, issuance date | Dec. 14, 2018 | |
Liquidation value per share | $ 17.58 | |
Dividend rate | 3.25% |
Preferred Stock - Schedule of_2
Preferred Stock - Schedule of Preferred Stock Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Series A Preferred Stock | ||||||
Preferred stock cash dividends declared, per share | $ 0.46875 | $ 0.46875 | $ 0.46875 | $ 0.46875 | $ 0.46875 | |
Preferred stock dividends declared, aggregate amount | $ 956 | $ 956 | $ 956 | $ 956 | $ 956 | |
Series B Preferred Stock | ||||||
Preferred stock cash dividends declared, per share | $ 0.02609 | $ 0.13813 | ||||
Preferred stock dividends declared, aggregate amount | $ 115 | $ 610 |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of Redeemable Non-Controlling Interest (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | ||
Noncontrolling Interest [Abstract] | ||||||
Cash distribution declared per OP unit | $ 0.375 | $ 0.375 | [1] | $ 0.375 | $ 0.375 | $ 0.375 |
Aggregate amount | $ 393 | $ 357 | $ 158 | $ 158 | $ 158 | |
[1] | Distributions for the OP Units issued in connection with the Cincinnati, Ohio acquisition were paid on a pro-rated distribution equal to a quarterly distribution of $0.375 per OP Unit or $199 in the aggregate for the quarter ended December 31, 2018. |
Non-Controlling Interest (Detai
Non-Controlling Interest (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss attributed to non-controlling interest | $ (653) | $ (463) | ||
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 | |||
Cincinnati, OH - Class B Industrial Property | ||||
Issuance of operating partnership units | 626,011 | |||
Issuance of operating partnership units, price per unit | $ 17 | |||
Issuance of partnership units | $ 10,642 |
Incentive Award Plan - Schedule
Incentive Award Plan - Schedule of Nonvested Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Share-based Payment Arrangement [Abstract] | |
Unvested restricted stock at beginning of period | 124,051 |
Granted | 29,192 |
Forfeited | |
Vested | |
Unvested restricted stock at end of period | 153,243 |
Incentive Award Plan (Details N
Incentive Award Plan (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-based compensation expense | $ 288 | $ 200 |
Unrecognized compensation expense | $ 2,102 | |
Weighted average period for recognition | 2 years 6 months |
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, 2019 | Mar. 31, 2018 | |
Numerator | ||
Net loss | $ (3,599) | $ (4,473) |
Net loss attributable to non-controlling interest | (653) | (463) |
Net loss attributable to Plymouth Industrial REIT, Inc. | (2,946) | (4,010) |
Less: Preferred stock dividends | 1,566 | 956 |
Less: Series B Preferred stock accretion to redemption value | 1,900 | |
Less: amount allocated to participating securities | 57 | 61 |
Net loss attributable to common stockholders | $ (6,469) | $ (5,027) |
Denominator | ||
Weighted-average common shares outstanding basic and diluted | 4,727,675 | 3,647,272 |
Earnings per share - Basic and Diluted: | ||
Net loss per share attributable to common stockholders basic and diluted | $ (1.37) | $ (1.38) |
Earnings per Share (Details Nar
Earnings per Share (Details Narrative) | 3 Months Ended |
Mar. 31, 2019shares | |
Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 276,674 |
Restricted Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities | 153,243 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
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 | May 08, 2019USD ($)ft²Integer | May 06, 2019USD ($)shares | Mar. 31, 2019USD ($)ft²shares | Dec. 31, 2018USD ($) |
Subsequent Event [Line Items] | ||||
Area of property | ft² | 12,000,000 | |||
Contract purchase price | $ 458,933 | $ 452,610 | ||
"At-the-Market" Equity Offering Program | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued at the market offering | shares | 278,302 | |||
Net proceeds from the issuance of shares at the market offering | $ 4,515 | |||
Subsequent Event | Purchase and Sale Agreement | ||||
Subsequent Event [Line Items] | ||||
Area of property | ft² | 485,000 | |||
Percent occupied | 100.00% | |||
Number of tenants | Integer | 2 | |||
Contract purchase price | $ 17,100 | |||
Subsequent Event | "At-the-Market" Equity Offering Program | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued at the market offering | shares | 147,017 | |||
Net proceeds from the issuance of shares at the market offering | $ 2,419 |