Exhibit 99.2
PLYMOUTH INDUSTRIAL REIT INC.
Overview to Unaudited Pro Forma Consolidated Financial Statements
The accompanying unaudited pro forma consolidated financial statements have been derived from our historical consolidated financial statements. The unaudited pro forma consolidated balance sheet as of June 30, 2017 is presented to reflect pro forma adjustments to our historical consolidated balance sheet as of June 30, 2017 as if the Company’s acquisition on August 11, 2017 of two (2) industrial properties (the “Shadeland Portfolio”) was completed on June 30, 2017. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and the twelve months ended December 31, 2016 are presented as if the acquisition of the Shadeland Portfolio on August 11, 2017 was completed on the first day of the respective period.
The following unaudited pro forma consolidated financial statements should be read in conjunction with (i) our historical unaudited consolidated financial statements as of June 30, 2017 and for the six months ended June 30, 2017 and (ii) our consolidated financial statements for the twelve months ended December 31, 2016 in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
We have based the unaudited pro forma adjustments on available information and assumptions that we believe are reasonable. The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what our actual consolidated financial position would have been as of June 30, 2017 assuming our acquisition of the Shadeland Portfolio had been completed on June 30, 2017, and what our actual consolidated results of operations would have been for the six months ended June 30, 2017 and the twelve months ended December 31, 2016 assuming the acquisition of the facilities had been completed on January 1, 2016, and additionally are not indicative of our consolidated future results of operations or financial condition, and should not be viewed as indicative of our future consolidated results of operations or financial condition.
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Pro Forma Consolidated Balance Sheet
As of June 30, 2017
(Unaudited and in thousands)
| Plymouth Industrial | Shadeland | Company | ||||||||||
| REIT, Inc. | Portfolio | Pro Forma | ||||||||||
| (A) | (B) | |||||||||||
| Assets | ||||||||||||
| Real estate properties | $ | 139,326 | $ | 16,964 | $ | 156,290 | ||||||
| Less Accumulated Depreciation | (19,816 | ) | (19,816 | ) | ||||||||
| Real estate properties, net | 119,510 | 16,964 | 136,474 | |||||||||
| Cash | 28,981 | (8,957 | ) | 20,024 | ||||||||
| Restricted Cash | 687 | 687 | ||||||||||
| Cash held in escrow | 3,221 | 3,221 | ||||||||||
| Deferred Leasing Intangibles | 8,680 | 8,680 | ||||||||||
| Other Current Assets | 2,733 | 2,733 | ||||||||||
| Total Assets | $ | 163,812 | $ | 8,007 | $ | 171,819 | ||||||
| Liabilities & Equity | ||||||||||||
| Liabilities | ||||||||||||
| Senior secured debt, net | $ | 116,402 | $ | — | $ | 116,402 | ||||||
| Mezzanine debt to investor, net | 29,319 | — | 29,319 | |||||||||
| Deferred Interest | 200 | — | 200 | |||||||||
| Accounts Payable and Other Liabilities | 5,363 | — | 5,363 | |||||||||
| Deferred Leasing-Intangibles | 1,150 | 1,150 | ||||||||||
| Total Liabilities | 152,434 | — | 152,434 | |||||||||
| Equity | ||||||||||||
| Common Shares | 37 | — | 37 | |||||||||
| Additional Paid in Capital | 123,448 | — | 123,448 | |||||||||
| Accumulated Deficit | (112,107 | ) | — | (112,107 | ) | |||||||
| Total Plymouth Industrial REIT, Inc. stockholders' equity | 11,378 | 14,195 | ||||||||||
| Non-controlling Interest | — | 8,007 | 8,007 | |||||||||
| Total Equity | 11,378 | 8,007 | 19,385 | |||||||||
| Total Liabilities and Equity | $ | 163,812 | $ | 8,007 | $ | 171,819 | ||||||
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| Pro Forma Consolidated Statements of Operations For the Six Months Ended June 30, 2017 (Unaudited and in thousands) |
|
| Plymouth Industrial | Company Pro Forma | Shadeland | Company | |||||||||||||
| REIT, Inc. | Adjustments | Portfolio | Pro Forma | |||||||||||||
| (A) | (B) | (C) | ||||||||||||||
| Revenues: | ||||||||||||||||
| Rental revenue | $ | 9,964 | $ | — | 1,350 | $ | 11,314 | |||||||||
| Equity investment income (loss) | 1 | — | — | 1 | ||||||||||||
| Total revenues | 9,965 | — | 1,350 | 11,315 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Property expenses | 2,925 | — | 649 | 3,574 | ||||||||||||
| General and administrative | 1,933 | 385 | — | 2,318 | ||||||||||||
| Acquisition expenses | 82 | — | — | 82 | ||||||||||||
| Depreciation and amortization | 5,557 | — | 255 | 5,812 | ||||||||||||
| Total Operating expenses | 10,497 | 385 | 904 | 11,786 | ||||||||||||
| Operating income (loss) | (532 | ) | (385 | ) | 446 | (471 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (5,743 | ) | — | — | (5,743 | ) | ||||||||||
| Total other expense (income) | (5,743 | ) | — | — | (5,743 | ) | ||||||||||
| Net income (loss) | (6,275 | ) | (385 | ) | 446 | (6,214 | ) | |||||||||
| Net Loss Attributable to non-controlling interest | (4,674 | ) | 4,056 | — | (618 | ) | ||||||||||
| Net Loss attributable to Plymouth Industrial REIT, Inc. | (1,601 | ) | 4,441 | 446 | (5,596 | ) | ||||||||||
| Loss Per Share | $ | (2.55 | ) | $ | (1.47 | ) | ||||||||||
| Weighted Average Shares Outstanding | 629,057 | 3,183,829 | 3,812,886 | |||||||||||||
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Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2016
(Unaudited and in thousands)
| Plymouth | Company | |||||||||||||||
| Industrial | Pro Forma | Shadeland | Company | |||||||||||||
| REIT, Inc. | Adjustments | Portfolio | Pro Forma | |||||||||||||
| (A) | (B) | (C) | ||||||||||||||
| Revenues: | ||||||||||||||||
| Rental revenue | $ | 19,658 | $ | — | $ | 2,756 | $ | 22,414 | ||||||||
| Equity investment income (loss) | 230 | — | — | 230 | ||||||||||||
| Total revenues | 19,888 | — | 2,756 | 22,644 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Property expenses | 5,927 | — | 1,514 | 7,441 | ||||||||||||
| General and administrative | 3,742 | 770 | — | 4,512 | ||||||||||||
| Depreciation and amortization | 11,674 | — | 510 | 12,184 | ||||||||||||
| Total Operating expenses | 21,343 | 770 | 2,024 | 24,137 | ||||||||||||
| Operating income (loss) | (1,455 | ) | (770 | ) | 732 | (1,493 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Gain on equity investment | 2,846 | — | — | 2,846 | ||||||||||||
| Interest expense | (40,679 | ) | 490 | — | (40,189 | ) | ||||||||||
| Total other expense (income) | (37,833 | ) | 490 | — | (37,343 | ) | ||||||||||
| Net income (loss) | (39,288 | ) | (280 | ) | 732 | (38,836 | ) | |||||||||
| Net Loss Attributable to non-controlling interest | (2,301 | ) | (1,563 | ) | — | (3,864 | ) | |||||||||
| Net Income (Loss) attributable to Plymouth Industrial REIT, Inc. | (36,987 | ) | (1,283 | ) | 732 | (34,972 | ) | |||||||||
| Loss Per Share | $ | (111.42 | ) | $ | (9.17 | ) | ||||||||||
| Weighted Average Shares Outstanding | 331,965 | 3,480,921 | 3,812,886 | |||||||||||||
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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 June 30, 2017
(A) Reflects the historical Condensed Consolidated Balance Sheet of Plymouth Industrial REIT, Inc. as of June 30, 2017.
(B) Reflects the acquisition of the Shadeland Portfolio as reflected in the Statements of Revenues and Certain Expenses included herein. The pro forma adjustments do not include an allocation of the purchase price to reflect the intangible components of the acquisition as this evaluation is in process and will be reflected in future filings of actual results. The acquisition included the issuance of Operating Partnership Units equal to approximately $8,007 for a non-controlling interest of approximately 9.95%.
2. Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2017
(A) Reflects the historical condensed consolidated statement of operations of Plymouth Industrial REIT, Inc. for the six months ended June 30, 2017.
(B) Reflects an adjustment for stock-based compensation associated with the issuance of an aggregate of 157,763 shares of the Company’s common stock issued to the Company’s executive officers, independent directors and certain employees upon the closing of the offering, recognized over the applicable annual vesting and related service period, and reflects adjustments for the issuance of Operating Partnership Units as a non-controlling interest.
(C) Reflects the results of operations and depreciation for the acquisition of the Shadeland portfolio as reflected in the Statements of Revenues and Certain Expenses included herein.
3. Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2016
(A) Reflects the historical consolidated statement of operations of Plymouth Industrial REIT, Inc. for the year ended December 31, 2016.
(B) Reflects an adjustment for the elimination of interest expense related to the preferred member interest considered redeemed as of the first day of the year ended December 31, 2016 and reflects stock-based compensation associated with the issuance of an aggregate of 157,763 shares of the Company’s common stock issued to the Company’s executive officers, independent directors and certain employees upon the closing of the offering recognized over the applicable annual vesting and related service period, and reflects adjustments for the issuance of Operating Partnership Units as a non-controlling interest.
(C) Reflects the results of operations and depreciation for the acquisition of the Shadeland portfolio as reflected in the Statements of Revenues and Certain Expenses included herein.
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