PLYMOUTH INDUSTRIAL REIT INC.
Overview to Unaudited Pro Forma Condensed Consolidated Financial Statements
On June 18, 2025, Plymouth Industrial REIT, Inc. ("Plymouth" or the "Company") acquired a 21-building portfolio of industrial properties located across Columbus, Ohio, Cleveland, Ohio and Cincinnati, Ohio (collectively, the "Ohio Properties") from an unrelated third party. The Ohio Properties total approximately 2.0 million square feet of rentable space. Total consideration for the acquisition was approximately $193.0 million, net of acquisition costs.
The accompanying unaudited pro forma condensed consolidated financial statements have been derived from the historical condensed consolidated financial statements of the Company. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2025 is presented to reflect adjustments to the Company’s historical balance sheet as if the acquisition of the Ohio Properties was completed on March 31, 2025. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2025 and for the year ended December 31, 2024 are presented as if the acquisition of the Ohio Properties was completed on the first day of the period presented, January 1, 2024.
The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) our historical unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 and (ii) our consolidated financial statements for the twelve months ended December 31, 2024 in our Annual Report on Form 10-K for the year ended December 31, 2024.
The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. The following unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s actual financial position would have been as of March 31, 2025 assuming the Ohio Properties acquisition had been completed on March 31, 2025, what actual results of operations would have been for the three months ended March 31, 2025 and the year ended December 31, 2024 assuming the Ohio Properties acquisition was completed on the first day of the period presented, January 1, 2024, and are not indicative of future results of operations or financial condition and should not be viewed as indicative of future results of operations or financial condition.
Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2025
(Unaudited and in thousands)
|
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Plymouth |
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Industrial |
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Company |
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REIT, Inc. |
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Ohio Properties |
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Pro Forma |
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(A) |
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(B) |
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Assets |
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Real estate properties |
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$ |
1,480,793 |
|
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$ |
186,904 |
|
|
$ |
1,667,697 |
|
Less accumulated depreciation |
|
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(276,600 |
) |
|
|
- |
|
|
|
(276,600 |
) |
Real estate properties, net |
|
|
1,204,193 |
|
|
|
186,904 |
|
|
|
1,391,097 |
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|
|
|
|
|
|
|
|
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Cash |
|
|
19,126 |
|
|
|
(3,530 |
) |
|
|
15,596 |
|
Cash held in escrow |
|
|
818 |
|
|
|
- |
|
|
|
818 |
|
Restricted cash |
|
|
23,578 |
|
|
|
- |
|
|
|
23,578 |
|
Investment in unconsolidated joint ventures |
|
|
54,329 |
|
|
|
- |
|
|
|
54,329 |
|
Deferred leasing intangibles, net |
|
|
44,711 |
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|
|
12,483 |
|
|
|
57,194 |
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Other assets |
|
|
41,167 |
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|
|
- |
|
|
|
41,167 |
|
Interest rate swaps |
|
|
13,157 |
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|
|
- |
|
|
|
13,157 |
|
Forward contract asset |
|
|
5,185 |
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|
|
- |
|
|
|
5,185 |
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Total assets |
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$ |
1,406,264 |
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|
$ |
195,857 |
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|
$ |
1,602,121 |
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Liabilities, Redeemable Non-controlling Interest and Equity |
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Liabilities |
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Secured debt, net |
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$ |
175,236 |
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|
$ |
- |
|
|
$ |
175,236 |
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Unsecured debt, net |
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|
447,935 |
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|
|
- |
|
|
|
447,935 |
|
Borrowings under line of credit |
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|
84,500 |
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|
|
193,000 |
|
|
|
277,500 |
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Accounts payable, accrued expenses and other liabilities |
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|
78,739 |
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|
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- |
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|
|
78,739 |
|
Warrant liability |
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|
33,090 |
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- |
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|
33,090 |
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Deferred lease intangibles, net |
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|
5,133 |
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|
|
2,857 |
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|
|
7,990 |
|
Financing lease liability |
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|
2,299 |
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- |
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|
2,299 |
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Interest rate swaps |
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|
389 |
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|
|
- |
|
|
|
389 |
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Total liabilities |
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827,321 |
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|
195,857 |
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|
|
1,023,178 |
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|
|
|
|
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Series C Preferred Units |
|
|
1,737 |
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|
|
- |
|
|
|
1,737 |
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|
|
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Equity: |
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Common stock |
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|
456 |
|
|
|
- |
|
|
|
456 |
|
Additional paid in capital |
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|
594,989 |
|
|
|
- |
|
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|
594,989 |
|
Accumulated deficit |
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|
(37,412 |
) |
|
|
- |
|
|
|
(37,412 |
) |
Accumulated other comprehensive income |
|
|
12,964 |
|
|
|
- |
|
|
|
12,964 |
|
Total stockholders' equity |
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|
570,997 |
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|
|
- |
|
|
|
570,997 |
|
Non-controlling interest |
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|
6,209 |
|
|
|
- |
|
|
|
6,209 |
|
Total equity |
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|
577,206 |
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|
- |
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|
577,206 |
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Total liabilities, redeemable non-controlling interest and equity |
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$ |
1,406,264 |
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|
$ |
195,857 |
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|
$ |
1,602,121 |
|
Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2025
(Unaudited and in thousands except for share and per share amounts)
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Plymouth |
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Company |
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Industrial |
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Ohio |
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Pro Forma |
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Company |
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REIT, Inc. |
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Properties |
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Adjustments |
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Pro Forma |
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(A) |
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(B) |
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Revenues: |
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Rental revenue |
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$ |
45,418 |
|
|
$ |
4,516 |
|
|
$ |
340 |
|
(C) |
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$ |
50,274 |
|
Management fee revenue and other income |
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|
153 |
|
|
|
- |
|
|
|
- |
|
|
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|
153 |
|
Total revenues |
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|
45,571 |
|
|
|
4,516 |
|
|
|
340 |
|
|
|
|
50,427 |
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Operating expenses: |
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|
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|
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|
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|
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Property |
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|
14,709 |
|
|
|
1,400 |
|
|
|
- |
|
|
|
|
16,109 |
|
Depreciation and amortization |
|
|
19,352 |
|
|
|
- |
|
|
|
2,815 |
|
(D) |
|
|
22,167 |
|
General and administrative |
|
|
4,123 |
|
|
|
95 |
|
|
|
- |
|
|
|
|
4,218 |
|
Total operating expenses |
|
|
38,184 |
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|
|
1,495 |
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|
|
2,815 |
|
|
|
|
42,494 |
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Other income (expense): |
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Interest expense |
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|
(6,849 |
) |
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|
- |
|
|
|
(2,786 |
) |
(D) |
|
|
(9,635 |
) |
Loss in investment of unconsolidated joint ventures |
|
|
(8,048 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(8,048 |
) |
Gain on sale of real estate |
|
|
301 |
|
|
|
- |
|
|
|
- |
|
|
|
|
301 |
|
Gain on financing transaction |
|
|
14,085 |
|
|
|
- |
|
|
|
- |
|
|
|
|
14,085 |
|
Unrealized gain from interest rate swap |
|
|
131 |
|
|
|
- |
|
|
|
- |
|
|
|
|
131 |
|
Total other income (expense) |
|
|
(380 |
) |
|
|
- |
|
|
|
(2,786 |
) |
|
|
|
(3,166 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
7,007 |
|
|
|
3,021 |
|
|
|
(5,261 |
) |
|
|
|
4,767 |
|
Less: Net income (loss) attributable to non-controlling interest |
|
|
70 |
|
|
|
- |
|
|
|
(24 |
) |
(E) |
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|
46 |
|
Less: Net income attributable to redeemable non-controlling interest - Series C Preferred Units |
|
|
1,087 |
|
|
|
- |
|
|
|
- |
|
|
|
|
1,087 |
|
Net income (loss) attributable to Plymouth Industrial REIT, Inc. |
|
|
5,850 |
|
|
|
3,021 |
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|
(5,237 |
) |
|
|
|
3,634 |
|
Less: Amount allocated to participating securities |
|
|
95 |
|
|
|
- |
|
|
|
- |
|
|
|
|
95 |
|
Net income (loss) attributable to common stockholders |
|
|
5,755 |
|
|
|
3,021 |
|
|
|
(5,237 |
) |
|
|
|
3,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net income per share attributable to common stockholders - basic |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
$ |
0.08 |
|
Net income per share attributable to common stockholders - diluted |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
$ |
0.08 |
|
Weighted-average common shares outstanding - basic |
|
|
45,086,639 |
|
|
|
|
|
|
|
|
|
|
45,086,639 |
|
Weighted-average common shares outstanding - diluted |
|
|
45,095,867 |
|
|
|
|
|
|
|
|
|
|
45,095,867 |
|
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2024
(Unaudited and in thousands except for share and per share amounts)
|
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|
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|
|
|
|
Plymouth |
|
|
|
|
|
Company |
|
|
|
|
|
|
|
Industrial |
|
|
Ohio |
|
|
Pro Forma |
|
|
|
Company |
|
|
|
REIT, Inc. |
|
|
Properties |
|
|
Adjustments |
|
|
|
Pro Forma |
|
|
|
(A) |
|
|
(B) |
|
|
|
|
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|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental revenue |
|
$ |
197,563 |
|
|
$ |
17,562 |
|
|
$ |
1,562 |
|
(C) |
|
$ |
216,687 |
|
Management fee revenue and other income |
|
|
792 |
|
|
|
- |
|
|
|
- |
|
|
|
|
792 |
|
Total revenues |
|
|
198,355 |
|
|
|
17,562 |
|
|
|
1,562 |
|
|
|
|
217,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property |
|
|
61,718 |
|
|
|
5,484 |
|
|
|
- |
|
|
|
|
67,202 |
|
Depreciation and amortization |
|
|
85,729 |
|
|
|
- |
|
|
|
10,155 |
|
(D) |
|
|
95,884 |
|
General and administrative |
|
|
14,764 |
|
|
|
329 |
|
|
|
- |
|
|
|
|
15,093 |
|
Total operating expenses |
|
|
162,211 |
|
|
|
5,813 |
|
|
|
10,155 |
|
|
|
|
178,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(37,412 |
) |
|
|
- |
|
|
|
(11,363 |
) |
(D) |
|
|
(48,775 |
) |
Loss in investment of unconsolidated joint ventures |
|
|
(5,145 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(5,145 |
) |
Loss on extinguishment of debt |
|
|
(269 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(269 |
) |
Gain on sale of real estate |
|
|
145,396 |
|
|
|
- |
|
|
|
- |
|
|
|
|
145,396 |
|
Gain on financing transaction |
|
|
6,660 |
|
|
|
- |
|
|
|
- |
|
|
|
|
6,660 |
|
Loss on interest rate swap |
|
|
(481 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(481 |
) |
Unrealized loss from interest rate swap |
|
|
(39 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(39 |
) |
Total other income (expense) |
|
|
108,710 |
|
|
|
- |
|
|
|
(11,363 |
) |
|
|
|
97,347 |
|
Income tax provision |
|
|
(2,487 |
) |
|
|
|
|
|
|
|
|
|
(2,487 |
) |
Net income (loss) |
|
|
142,367 |
|
|
|
11,749 |
|
|
|
(19,956 |
) |
|
|
|
134,160 |
|
Less: Net income (loss) attributable to non-controlling interest |
|
|
1,520 |
|
|
|
- |
|
|
|
(88 |
) |
(E) |
|
|
1,432 |
|
Less: Net income attributable to redeemable non-controlling interest - Series C Preferred Units |
|
|
1,503 |
|
|
|
- |
|
|
|
- |
|
|
|
|
1,503 |
|
Net income (loss) attributable to Plymouth Industrial REIT, Inc. |
|
|
139,344 |
|
|
|
11,749 |
|
|
|
(19,868 |
) |
|
|
|
131,225 |
|
Less: Amount allocated to participating securities |
|
|
1,478 |
|
|
|
- |
|
|
|
- |
|
|
|
|
1,478 |
|
Net income (loss) attributable to common stockholders |
|
|
137,866 |
|
|
|
11,749 |
|
|
|
(19,868 |
) |
|
|
|
129,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders - basic |
|
$ |
3.06 |
|
|
|
|
|
|
|
|
|
$ |
2.88 |
|
Net income per share attributable to common stockholders - diluted |
|
$ |
3.06 |
|
|
|
|
|
|
|
|
|
$ |
2.88 |
|
Weighted-average common shares outstanding - basic |
|
|
44,989,288 |
|
|
|
|
|
|
|
|
|
|
44,989,288 |
|
Weighted-average common shares outstanding - diluted |
|
|
45,046,432 |
|
|
|
|
|
|
|
|
|
|
45,046,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plymouth Industrial REIT, Inc.
Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements
(dollars in thousands)
1. Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025
(A) Reflects the historical Condensed Consolidated Balance Sheet of the Company as of March 31, 2025.
(B) Reflects the $195,857 acquisition of the Ohio Properties as if the acquisition was completed on March 31, 2025. The pro forma adjustments include the allocation of the purchase price to reflect the intangible components of the acquisition.
2. Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2025
(A) Reflects the historical Condensed Consolidated Statement of Operations of the Company for the three months ended March 31, 2025.
(B) Reflects the results of operations related to the acquisition of the Ohio Properties as reflected in the Combined Statements of Revenue and Certain Expenses included herein.
(C) Represents the effect on rental revenue of the acquisition described in Note (B) for non-cash straight line rent adjustments and above/below lease revenue for the three months ended March 31, 2025.
(D) Reflects the effect of the acquisition described in Note (B) for depreciation and amortization expense and interest expense for the three months ended March 31, 2025.
(E) Reflects the effect of the acquisition described in Note (B) for net income (loss) attributable to non-controlling interest for the three months ended March 31, 2025.
3. Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2024
(A) Reflects the historical Condensed Consolidated Statement of Operations of the Company for the year ended December 31, 2024.
(B) Reflects the results of operations related to the acquisition of the Ohio Properties as reflected in the Combined Statements of Revenue and Certain Expenses included herein.
(C) Represents the effect on rental revenue of the acquisition described in Note (B) for non-cash straight line rent adjustments and above/below market lease revenue for the year ended December 31, 2024.
(D) Reflects the effect of the acquisition described in Note (B) for depreciation and amortization expense and interest expense for the year ended December 31, 2024.
(E) Reflects the effect of the acquisition described in Note (B) for net income (loss) attributable to non-controlling interest for the year ended December 31, 2024.