UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From _______to ________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| ( | ||
| (Address of principal executive offices) | (Registrant’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Indicate by check mark whether the Registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell
company (as defined in Exchange Act Rule 12b-2). Yes ☐
As of November 5, 2024, the Registrant had outstanding shares of common stock.
Plymouth Industrial REIT, Inc.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(In thousands, except share and per share amounts)
| September 30, 2024 | December 31, 2023 | |||||||
| Assets | ||||||||
| Real estate properties | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Real estate properties, net | ||||||||
| Real estate assets held for sale, net | ||||||||
| Cash | ||||||||
| Cash held in escrow | ||||||||
| Restricted cash | ||||||||
| Deferred lease intangibles, net | ||||||||
| Other assets | ||||||||
| Interest rate swaps | ||||||||
| Forward contract asset | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, Redeemable Non-controlling Interest and Equity | ||||||||
| Liabilities: | ||||||||
| Secured debt, net | $ | $ | ||||||
| Unsecured debt, net | ||||||||
| Borrowings under line of credit | ||||||||
| Accounts payable, accrued expenses and other liabilities | ||||||||
| Real estate liabilities held for sale, net | ||||||||
| Warrant liability | ||||||||
| Deferred lease intangibles, net | ||||||||
| Financing lease liability | ||||||||
| Interest rate swaps | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| Redeemable non-controlling interest - Series C Preferred Units, units authorized, (aggregate liquidation preference of $ | ||||||||
| Equity: | ||||||||
| Common stock, $ par value: shares authorized; and shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders' equity | ||||||||
| Non-controlling interest | ||||||||
| Total equity | ||||||||
| Total liabilities, redeemable non-controlling interest and equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
1
PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands, except share and per share amounts)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||||
| Management fee revenue and other income | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Property | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on sale of real estate | ( | ) | ||||||||||||||
| Loss on financing transaction | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Less: Net income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Less: Net income (loss) attributable to redeemable non-controlling interest - Series C Preferred Units | ||||||||||||||||
| Net income (loss) attributable to Plymouth Industrial REIT, Inc. | ( | ) | ( | ) | ||||||||||||
| Less: Preferred Stock dividends | ||||||||||||||||
| Less: Loss on extinguishment/redemption of Series A Preferred Stock | ||||||||||||||||
| Less: Amount allocated to participating securities | ||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per share attributable to common stockholders — basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per share attributable to common stockholders — diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted-average common shares outstanding — basic | ||||||||||||||||
| Weighted-average common shares outstanding — diluted | ||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
UNAUDITED
(In thousands, except share and per share amounts)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Unrealized gain (loss) on interest rate swaps | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Less: Net income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Less: Net income (loss) attributable to redeemable non-controlling interest - Series C Preferred Units | ||||||||||||||||
| Less: Other comprehensive income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) attributable to Plymouth Industrial REIT, Inc. | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED STOCK,
REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY
UNAUDITED
(In thousands, except share and per share amounts)
| Preferred Stock | Redeemable Non-controlling Interest |
Common Stock, $0.01 Par Value |
Additional Paid in |
Accumulated | Accumulated Other Comprehensive |
Stockholders’ | Non- controlling |
Total | |||||||||||||||||||||||||
| Shares | Amount | Amount | Shares | Amount | Capital | Deficit | Income | Equity | Interest | Equity | |||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||
| Net proceeds from common stock | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
| Stock based compensation | — | — | |||||||||||||||||||||||||||||||
| Restricted shares issued (forfeited) | — | ( |
) | ||||||||||||||||||||||||||||||
| Dividends and distributions | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | |||||||||||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Net income (loss) | — | — | |||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | - | $ | $ | $ | ( |
) | $ | $ | $ | $ | |||||||||||||||||||||
| Net proceeds from common stock | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
| Stock based compensation | — | — | |||||||||||||||||||||||||||||||
| Restricted shares issued (forfeited) | — | ( |
) | ||||||||||||||||||||||||||||||
| Dividends and distributions | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | ( |
) | |||||||||||||||||||||||||||||
| Net income (loss) | — | - | — | ||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||
| Net proceeds from common stock | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
| Stock based compensation | — | — | |||||||||||||||||||||||||||||||
| Restricted shares issued (forfeited) | — | ( |
) | ||||||||||||||||||||||||||||||
| Dividends and distributions | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Net income (loss) | — | - | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PREFERRED STOCK,
REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY
UNAUDITED
(In thousands, except share and per share amounts)
| Preferred Stock | Redeemable Non-controlling Interest |
Common Stock, $0.01 Par Value |
Additional Paid in |
Accumulated | Accumulated Other Comprehensive |
Stockholders’ | Non- controlling |
Total | |||||||||||||||||||||||||
| Shares | Amount | Amount | Shares | Amount | Capital | Deficit | Income | Equity | Interest | Equity | |||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||
| Repurchase and extinguishment of Series A Preferred Stock | ( |
) | ( |
) | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Net proceeds from common stock | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
| Stock based compensation | — | — | |||||||||||||||||||||||||||||||
| Restricted shares issued (forfeited) | — | ( |
) | ||||||||||||||||||||||||||||||
| Dividends and distributions | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | ( |
) | |||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance, March 31, 2023 | $ | - | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | |||||||||||||||||||||
| Net proceeds from common stock | — | ||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | |||||||||||||||||||||||||||||||
| Dividends and distributions | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | |||||||||||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Net income (loss) | — | - | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||
| Redemption of Series A Preferred Stock | ( |
) | ( |
) | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| Net proceeds from common stock | — | ||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | |||||||||||||||||||||||||||||||
| Restricted shares issued (forfeited) | — | ||||||||||||||||||||||||||||||||
| Dividends and distributions | — | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | |||||||||||||||||||||||||||||||
| Reallocation of non-controlling interest | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Net income (loss) | — | - | — | ||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
PLYMOUTH INDUSTRIAL REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
| For the Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Straight line rent adjustment | ( | ) | ||||||
| Intangible amortization in rental revenue, net | ( | ) | ( | ) | ||||
| Loss on extinguishment of debt | ||||||||
| Amortization of debt related costs | ||||||||
| Stock based compensation | ||||||||
| Loss on financing transaction | ||||||||
| (Gain) loss on sale of real estate | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Other assets | ( | ) | ||||||
| Deferred leasing costs | ( | ) | ( | ) | ||||
| Accounts payable, accrued expenses and other liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Investing activities | ||||||||
| Acquisition of real estate properties | ( | ) | ||||||
| Real estate improvements | ( | ) | ( | ) | ||||
| Proceeds from sale of real estate | ||||||||
| Net investment in sales-type lease | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| (Payment) proceeds from issuance of common stock, net | ( | ) | ||||||
| Repayment of secured debt | ( | ) | ( | ) | ||||
| Proceeds from line of credit facility | ||||||||
| Repayment of line of credit facility | ( | ) | ( | ) | ||||
| Repurchase of Series A Preferred Stock | ( | ) | ||||||
| Redemption of Series A Preferred Stock | ( | ) | ||||||
| Proceeds from financing transaction, net | ||||||||
| Financing transaction issuance costs | ( | ) | ||||||
| Debt issuance costs | ( | ) | ( | ) | ||||
| Dividends and distributions paid | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash, cash held in escrow, and restricted cash | ( | ) | ||||||
| Cash, cash held in escrow, and restricted cash at beginning of period | ||||||||
| Cash, cash held in escrow, and restricted cash at end of period | $ | $ | ||||||
| Supplemental Cash Flow Disclosures: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental Non-cash Financing and Investing Activities: | ||||||||
| Dividends declared included in accounts payable, accrued expenses and other liabilities | $ | $ | ||||||
| Distribution payable to non-controlling interest holder | $ | $ | ||||||
| Financing transaction costs included in accounts payable, accrued expenses and other liabilities | $ | $ | ||||||
| Real estate improvements included in accounts payable, accrued expenses and other liabilities | $ | $ | ||||||
| Deferred leasing costs included in accounts payable, accrued expenses and other liabilities | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
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 subsidiary, 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 September 30, 2024 and December 31, 2023, the Company owned a
The Company is a real estate investment
trust focused on the acquisition, ownership and management of single and multi-tenant industrial properties, including distribution centers,
warehouses, light industrial and small bay industrial properties, located in primary and secondary markets within the main industrial,
distribution and logistics corridors of the United States. As of September 30, 2024, the Company, through its subsidiaries, owned
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, 2023 and 2022. Additional information regarding the Company’s significant accounting policies related to the accompanying interim condensed consolidated 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 state 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. 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, 2023 and 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the United States Securities and Exchange Commission on February 22, 2024.
Consolidation
We consolidate all entities that are wholly owned and those in which we own less than 100% but control, as well as any Variable Interest Entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a VIE and we are the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a VIE that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our condensed consolidated financial statements.
Consolidated VIEs are those for which the Company is considered to be the primary beneficiary of a VIE. The primary beneficiary is the entity that has a controlling financial interest in the VIE, which is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance and (2) the obligation to absorb losses or the right to receive the returns from the VIE that could potentially be significant to the VIE. The Company has determined that the Operating Partnership is a VIE and the Company is the primary beneficiary. The Company's only significant asset is its investment in the Operating Partnership, and, therefore, substantially all of the Company’s assets and liabilities are the assets and liabilities of the Operating Partnership.
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 adversely affect the Company’s ability to make distributions to its stockholders, service debt, or meet other financial obligations.
7
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
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 and liabilities for real estate acquisitions, impairments of long-lived assets, stock-based compensation, preferred unit forward contract asset and its 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 then-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 materially from those estimates and assumptions.
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. The Company maintains cash and restricted cash, which includes tenant security deposits and cash collateral for its borrowings discussed in Note 5, and cash held in escrow for real estate tax, insurance, tenant capital improvements and leasing commissions, in bank deposit accounts, which at times may exceed federally insured limits. As of September 30, 2024, the Company has not realized any losses in such cash accounts and believes it mitigates its risk of loss by depositing its cash and restricted cash in highly rated financial institutions or within accounts that are below the federally insured limits.
The following table presents a reconciliation of cash, cash held in escrow, and restricted cash reported within our condensed consolidated balance sheets to amounts reported within our condensed consolidated statements of cash flows:
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Cash | $ | $ | ||||||
| Cash held in escrow | ||||||||
| Restricted cash | ||||||||
| Cash, cash held in escrow, and restricted cash | $ | $ | ||||||
Debt Issuance Costs
Debt issuance costs other than those associated with the revolving line of credit facility 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
$
Derivative Instruments and Hedging Activities
We record all derivatives on the accompanying condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or we elect not to apply hedge accounting.
In accordance with fair value measurement guidance, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting arrangements on a net basis by the counterparty portfolio. Credit risk is the risk of failure of the counterparty to perform under the terms of the contract. We minimize the credit risk in our derivative financial instruments by entering into transactions with various high-quality counterparties. Our exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying condensed consolidated balance sheets.
8
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The Company follows the two-class method when computing net earnings (loss) per common share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net earnings (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. See Note 10 for details.
Fair Value of Financial Instruments
The Company applies various valuation approaches in determining the fair value of its financial assets and liabilities within a hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:
Level 1 — Quoted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 — Significant inputs to the valuation model are unobservable.
The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. Level 3 inputs are applied in determining the fair value of our debt, interest rate swaps and performance stock units discussed in Notes 5, 6, and 9, respectively, in determining the fair value of the forward contract for preferred units discussed in Note 9, and in determining the fair value of warrants to purchase partnership units in Note 11.
Financial instruments, including cash, restricted cash, cash held in escrow, accounts receivable, accounts payable, accrued expenses and other current liabilities, are considered Level 1 in fair value hierarchy. The amounts reported on the condensed consolidated balance sheets for these financial instruments approximate their fair value due to their relatively short maturities and prevailing interest rates. Derivative financial instruments are considered Level 2 in the fair value hierarchy as discussed in Note 6.
The following tables summarize the Company’s forward contract asset, warrant liability and interest rate swaps that are accounted for at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.
| Balance Sheet Line Item | Fair Value as
of September 30, 2024 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Forward contract asset | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - Asset | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - Liability | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Warrant liability | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||
| Balance Sheet Line Item | Fair Value as
of December 31, 2023 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Forward contract asset | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - Asset | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - Liability | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Warrant liability | $ | $ | $ | $ | ||||||||||||
Leases
For leases in which we are the lessee, a right of use asset and lease liability is recorded on the condensed consolidated balance sheets equal to the present value of the fixed lease payments of the corresponding lease. To determine our operating right of use asset and lease liability, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases by utilizing a market-based approach. Since the terms under our ground leases are significantly longer than the terms of borrowings available to us on a fully collateralized basis, the estimate of this rate requires significant judgment, and considers factors such as market-based pricing on longer duration financing instruments.
9
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Redeemable Non-Controlling Interest – Preferred Units
The Company applies the guidance enumerated in ASC 480, when determining the classification and measurement of preferred units. Preferred units subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. The Company classifies conditionally redeemable preferred units, which includes preferred units that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as mezzanine equity. The Company subsequently measures mezzanine equity based on whether the instrument is currently redeemable or whether or not it is probable the instrument will become redeemable. Upon determination that the instrument is probable of redemption, the Company will adjust the carrying value to the redemption value. If redemption is not probable, the Company will not adjust the carrying value of the instrument recorded as mezzanine equity other than to reflect dividends accrued and not yet paid, but which will be payable under the redemption feature.
Revenue Recognition
Minimum rental revenue 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 term of the individual leases. In accordance with ASC 842, we assess the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842.
Segments
The Company has one reportable segment, industrial properties. These properties have similar economic characteristics and meet the other criteria that permit the properties to be aggregated into one reportable segment.
The Company grants stock-based compensation awards to our employees and directors typically in the form of restricted shares of common stock, and performance stock units for certain executive officers and key employees. 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 applicable vesting period. Forfeitures of unvested shares are recognized in the period in which the forfeiture occurs.
Warrants
The Company accounts for warrants as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants that are not considered indexed to the Company’s own stock are required to be accounted for as a liability. Liability-classified financial instruments are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the financial instrument after the issuance date is recorded in the condensed consolidated financial statements through earnings.
Recent Accounting Announcements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently evaluating ASU 2023-07 to determine its impact on our disclosures.
10
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
3. Real Estate Properties, Net
Real estate properties, net consisted of the following at September 30, 2024 and December 31, 2023:
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Site improvements | ||||||||
| Construction in progress | ||||||||
| Real estate properties at cost | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Real estate properties, net | $ | $ | ||||||
Depreciation expense was $
Acquisition of Properties
The Company made the following acquisitions of properties during the nine months ended September 30, 2024:
| Location | Date Acquired | Square Feet | Properties | Purchase Price (1) | ||||||||
| Memphis, TN | $ | |||||||||||
| Total | $ | |||||||||||
________________
| (1) |
The allocation of the aggregate purchase price in accordance with 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:
| Nine Months Ended September 30, 2024 |
||||||||
| Purchase price allocation | Purchase Price |
Weighted Average Amortization Period (years) of Intangibles at Acquisition |
||||||
| Total Purchase Price | ||||||||
| Purchase price | $ | N/A | ||||||
| Acquisition costs | N/A | |||||||
| Total | $ | |||||||
| Allocation of Purchase Price | ||||||||
| Land | $ | N/A | ||||||
| Building | N/A | |||||||
| Site improvements | N/A | |||||||
| Total real estate properties | ||||||||
| Deferred Lease Intangibles | ||||||||
| Tenant relationships | ||||||||
| Leasing commissions | ||||||||
| Above market lease value | ||||||||
| Below market lease value | ( |
) | ||||||
| Lease in place value | ||||||||
| Net deferred lease intangibles | ||||||||
| Totals | $ | |||||||
All acquisitions completed during the nine months ended September 30, 2024 were considered asset acquisitions under ASC 805.
11
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Sale of Real Estate
During the nine months ended September
30, 2024, the Company sold a single,
Real Estate Properties Held for Sale
On August 26, 2024, the Operating
Partnership, Isosceles JV Investments, LLC, an affiliate of Sixth Street Partners, LLC (the “Investor”), and Isosceles JV,
LLC, an affiliate of Sixth Street Partners, LLC (the “Joint Venture”), entered into a Limited Liability Company Interest
Contribution Agreement (the “Contribution Agreement”), pursuant to which the Operating Partnership will contribute (the “Contribution”)
100% of its equity interests in directly and indirectly wholly-owned subsidiaries owning 34 properties located in and around the Chicago
metropolitan statistical area (each, a “Chicago Property” and, collectively the “Chicago Properties”) to the
Joint Venture, which will be owned 35% by Plymouth Chicago Portfolio, LLC, a wholly-owned subsidiary of the Operating Partnership,
and 65% by the Investor. The aggregate purchase price for the Chicago Properties is $
As of September 30, 2024, due to the pending contribution of the Chicago Properties, the carrying amount of the Chicago Properties were classified as "Real estate assets held for sale, net" and "Real estate liabilities held for sale, net" on the condensed consolidated balance sheets. Upon classifying the Chicago Properties as "Real estate assets held for sale, net" and "Real estate liabilities held for sale, net", the Chicago Properties were recorded at the lower of the carrying value or fair value less costs to sell and the Company ceased recognizing depreciation on the Chicago Properties. The Company determined that the disposition is not considered discontinued operations as it does not represent a strategic shift that has or will have a material impact on the Company's operations and financial results.
Real estate assets and liabilities held for sale, net consisted of the following at September 30, 2024. The Company did not classify any properties as held for sale as of December 31, 2023.
| September 30, | ||||
| Assets | 2024 | |||
| Land | $ | |||
| Buildings and improvements | ||||
| Site improvements | ||||
| Construction in progress | ||||
| Less: accumulated depreciation | ( | ) | ||
| Real estate properties held for sale, net | $ | |||
| Deferred lease intangibles, net | ||||
| Real estate assets held for sale, net | ||||
| Liabilities | September 30, 2024 | |||
| Secured debt, net | $ | |||
| Deferred lease intangibles, net | ||||
| Real estate liabilities held for sale, net | $ | |||
12
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
4. Leases
As a Lessor
Operating Leases
We lease our properties to tenants under agreements that are typically classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the applicable lease term. Many of our leases have triple-net provisions or modified gross lease expense reimbursement provisions, which entitle us to recover certain operating expenses, such as common area maintenance, insurance, real estate taxes and utilities from our tenants. The recovery of such operating expenses is recognized in rental revenue in the condensed consolidated statements of operations. Some of our tenants’ leases are subject to rent increases based on increases in the Consumer Price Index (“CPI”).
The Company includes accounts receivable and straight-line rent receivables within other assets in the condensed consolidated balance sheets. For the nine months ended September 30, 2024 and 2023, rental revenue 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 is comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Income from leases | $ | $ | $ | $ | ||||||||||||
| Straight-line rent adjustments | ( | ) | ||||||||||||||
| Tenant recoveries | ||||||||||||||||
| Amortization of above market leases | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of below market leases | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Tenant recoveries included within rental revenue for the nine months ended September 30, 2024 and 2023 are variable in nature.
Sales Type Leases
During the quarter ended March
31, 2024, the tenant occupying a single-tenant industrial property located in Columbus, Ohio, provided notice of its intention
to exercise its option to purchase the property at a fixed price of $21,480. As a result, we reclassified the respective real estate
property to net investment in sales-type lease totaling $
Earnings from our Net investment
in sales-type leases are included in Rental revenue in the condensed consolidated statements of operations and totaled $
Net investment in sales-type leases are assessed for credit loss allowances. No such allowances were recorded as of September 30, 2024 or December 31, 2023.
As a Lessee
Operating Leases
As of September 30, 2024, we are
the lessee under
13
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The following table summarizes the operating lease expense recognized during the three and nine months ended September 30, 2024 and 2023 included in the Company’s condensed consolidated statements of operations.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating lease expense included in general and administrative expense attributable to office leases | $ | $ | $ | $ | ||||||||||||
| Operating lease expense included in property expense attributable to ground sublease | ||||||||||||||||
| Non-cash adjustment due to straight-line rent adjustments | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) | $ | $ | $ | $ | ||||||||||||
The following table summarizes the maturity analysis of our operating leases, which is discounted by our incremental borrowing rate to calculate the lease liability as included in accounts payable, accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets for the operating leases in which we are the lessee:
| October 1, 2024 – December 31, 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total minimum operating lease payments | $ | |||
| Less imputed interest | ( |
) | ||
| Total operating lease liability | $ |
Financing Leases
As of September 30, 2024, we have
a single finance lease in which we are the sublessee for a ground lease. The Company includes the financing lease right of use asset
in the amount of $
The following table summarizes the financing lease expense recognized during the three and nine months ended September 30, 2024 and 2023 included in the Company’s condensed consolidated statements of operations.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Depreciation/amortization of financing lease right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest expense for financing lease liability | ||||||||||||||||
| Total financing lease cost | $ | $ | $ | $ | ||||||||||||
14
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The following table summarizes the maturity analysis of our financing lease:
| October 1, 2024 – December 31, 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total minimum financing lease payments | $ | |||
| Less imputed interest | ( |
) | ||
| Total financing lease liability | $ |
5. Indebtedness
The following table sets forth a summary of the Company’s borrowings outstanding under its respective secured debt, unsecured line of credit and unsecured debt as of September 30, 2024 and December 31, 2023.
| Outstanding Balance at | Interest rate at | |||||||||||
| Debt | September 30, 2024 |
December 31, 2023 |
September 30, 2024 |
Final Maturity Date | ||||||||
| Secured debt: | ||||||||||||
| Ohio National Life Mortgage(4) | ||||||||||||
| Allianz Loan | ||||||||||||
| Nationwide Loan | ||||||||||||
| Lincoln Life Gateway Mortgage | ||||||||||||
| Minnesota Life Memphis Industrial Loan | ||||||||||||
| Midland National Life Insurance Mortgage(5) | ||||||||||||
| Minnesota Life Loan | ||||||||||||
| Transamerica Loan(5) | ||||||||||||
| Total secured debt | $ | $ | ||||||||||
| Unamortized debt issuance costs, net | ( |
) | ( |
) | ||||||||
| Unamortized premium/(discount), net | ( |
) | ||||||||||
| Total secured debt, net | $ | $ | ||||||||||
| Unsecured debt: | ||||||||||||
| $100m KeyBank Term Loan | ||||||||||||
| $200m KeyBank Term Loan | ||||||||||||
| $150m KeyBank Term Loan | ||||||||||||
| Total unsecured debt | $ | $ | ||||||||||
| Unamortized debt issuance costs, net | ( |
) | ( |
) | ||||||||
| Total unsecured debt, net | $ | $ | ||||||||||
| Borrowings under line of credit: | ||||||||||||
| KeyBank unsecured line of credit | ||||||||||||
| Total borrowings under line of credit | $ | $ | ||||||||||
_______________
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | As of September 30, 2024, the Midland National Life Insurance Mortgage and the Transamerica Loan were reclassified to Real estate liabilities held for sale, net on our condensed consolidated balance sheets. |
15
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Financial Covenant Considerations
The Company is in compliance with all respective financial covenants for its secured and unsecured debt and unsecured revolving line of credit as of September 30, 2024.
Fair Value of Debt
The fair value of our debt and borrowings under our revolving line of credit was estimated using Level 3 inputs by calculating the present value of principal and interest payments, using discount rates that best reflect current market interest rates for financings with similar characteristics and credit quality, and assuming each loan is outstanding through its maturity.
The following table summarizes the aggregate principal outstanding under the Company’s indebtedness and the corresponding estimate of fair value as of September 30, 2024 and December 31, 2023:
| September 30, 2024 | December 31, 2023 | |||||||||||||||
| Indebtedness | Principal Outstanding | Fair Value | Principal Outstanding | Fair Value | ||||||||||||
| Secured debt | $ | $ | $ | $ | ||||||||||||
| Unsecured debt | ||||||||||||||||
| Borrowings under revolving line of credit, net | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| Unamortized debt issuance cost, net | ( | ) | ( | ) | ||||||||||||
| Unamortized premium/(discount), net | ( | ) | ||||||||||||||
| Total carrying value | $ | $ | ||||||||||||||
6. Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the nine months ended September 30, 2024 and the year ended December 31, 2023, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
16
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The following table sets forth a summary of our interest rate swaps as of September 30, 2024 and December 31, 2023.
| Notional Value(1) | Fair Value(2) | ||||||||||||||||||||
| Interest Rate Swap Counterparty |
Trade Date |
Effective Date |
Maturity Date |
SOFR Interest Strike Rate |
September 30, 2024 |
December 31, 2023 |
September 30, 2024 |
December 31, 2023 |
|||||||||||||
| Capital One, N.A. | $ | $ | $ | $ | |||||||||||||||||
| JPMorgan Chase Bank, N.A. | $ | $ | $ | $ | |||||||||||||||||
| JPMorgan Chase Bank, N.A. | $ | $ | $ | $ | |||||||||||||||||
| Wells Fargo Bank, N.A. | $ | $ | $ | $ | |||||||||||||||||
| Capital One, N.A. | $ | $ | $ | $ | |||||||||||||||||
| Wells Fargo Bank, N.A. | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||
| JPMorgan Chase Bank, N.A. | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||
| Capital One, N.A. | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||
_______________
| (1) | |
| (2) |
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (“AOCI”) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $10,653 will be reclassified as a decrease to interest expense.
The following table sets forth the impact of our interest rate swaps on our condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023.
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| Interest Rate Swaps in Cash Flow Hedging Relationships: | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Amount of unrealized gain (loss) recognized in AOCI on derivatives | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded | $ | $ | $ | $ | ||||||||||||
Fair Value of Interest Rate Swaps
The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2024 and December 31, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Non-designated Hedges
The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges. Changes in the fair value of derivatives not designated in hedging relationships would be recorded directly in earnings.
17
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. Specifically, the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
As of September 30, 2024, the fair value of three of the eight interest rate swaps were in a net liability position. As of September 30, 2024, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at September 30, 2024, it could have been required to settle its obligations under the agreements at their termination value.
7. Common Stock
ATM Program
On February 27, 2024, the Company
and the Operating Partnership entered into a distribution agreement with certain sales agents, forward sellers and forward
purchasers, as applicable, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, with
aggregate gross proceeds not to exceed $
For the nine months ended
September 30, 2024, the Company did t
issue any shares of its common stock under the 2024 $200 Million ATM Program or 2023 $200 Million ATM Program. The
Company has approximately $
Common Stock Dividends
The following table sets forth the common stock dividends that were declared during the nine months ended September 30, 2024 and the year ended December 31, 2023.
| Cash Dividends Declared per Share |
Aggregate Amount |
|||||||
| 2024 | ||||||||
| First quarter | $ | $ | ||||||
| Second quarter | ||||||||
| Third quarter | ||||||||
| Total | $ | $ | ||||||
| 2023 | ||||||||
| First quarter | $ | $ | ||||||
| Second quarter | ||||||||
| Third quarter | ||||||||
| Fourth quarter | ||||||||
| Total | $ | $ | ||||||
8. Non-Controlling Interests
Operating Partnership Units
In connection with prior acquisitions of real estate property, the Company, through its Operating Partnership, issued Operating Partnership Units (“OP Units”) to the former owners as part of the acquisition consideration. The holders of the OP Units are entitled to receive distributions concurrent with the dividends paid on our common stock. The holders of the OP Units can also elect to tender their respective OP Units for redemption by the Company for cash or, at our election, for shares of our common stock on a 1-to-1 basis. Upon conversion, the Company adjusts the carrying value of non-controlling interest to reflect its modified share of the book value of the Operating Partnership. Such adjustments are recorded to additional paid-in capital as a reallocation of non-controlling interest on the accompanying condensed consolidated statements of changes in preferred stock and equity.
OP Units outstanding as of September
30, 2024 and December 31, 2023 was
18
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The following table sets forth the OP Unit distributions that were declared during the nine months ended September 30, 2024 and the year ended December 31, 2023.
| Cash Distributions Declared per OP Unit |
Aggregate Amount |
|||||||
| 2024 | ||||||||
| First quarter | $ | $ | ||||||
| Second quarter | ||||||||
| Third quarter | ||||||||
| Total | $ | $ | ||||||
| 2023 | ||||||||
| First quarter | $ | $ | ||||||
| Second quarter | ||||||||
| Third quarter | ||||||||
| Fourth quarter | ||||||||
| Total | $ | $ | ||||||
The proportionate share of the
income (loss) attributed to the OP Units was ($
Redeemable Non-controlling Interest - Series C Preferred Units
On August 26, 2024,
The Company has classified the
Series C Preferred Units as redeemable non-controlling interests within the mezzanine equity section of the condensed consolidated balance
sheets as it includes a redemption feature outside the control of the Company. The forward contract asset requires the issuance of additional
shares of Series C Preferred Units, is therefore indexed to a contingent obligation to redeem our own stock and settle in cash, and therefore
is required to be classified as an asset (or liability as the case may be) and recorded at fair value with changes in value recognized
in earnings. As discussed in Note 11, the Warrants are liability-classified with an initial fair value at issuance of $89,856,
with subsequent changes in its fair value recognized in earnings. The net proceeds at issuance were first attributed to the Warrants
and the forward contract asset, resulting in the Company recording a loss on issuance of $
While the Series C Preferred Units can be redeemed contingent upon the occurrence of a person or group becoming the owner of 50% or more of the total voting power of all shares of the Company’s capital stock, the consummation of a consolidation, merger or similar transaction involving the Operating Partnership or the Company, or if the Company’s common stock (the “Common Stock”) is delisted from the New York Stock Exchange, or cease to be traded in contemplation of a delisting of such shares of Common Stock (simply, upon a “Fundamental Change”), the occurrence of a Fundamental Change is not within the control of the Company. The Company determined that the occurrence of a Fundamental Change is not probable; as a result, the carrying amount of the Series C Preferred Units will not be required to be accreted to redemption value until the Series C Preferred Units either become currently redeemable or probable of becoming redeemable.
19
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The relevant features of the Series C Preferred Units are as follows:
Liquidation Rights
In the event the Operating Partnership voluntarily or involuntarily liquidates, dissolves or winds up, the holders of Series C Preferred Units at the time will be entitled to receive liquidating distributions in an amount equal to the “Liquidation Preference.” The Liquidation Preference is calculated as the greater of: (i) the $1,000 stated value of the Series C Preferred Units plus accrued and unpaid distributions on the Series C Preferred Units through the applicable liquidation date, or (ii) an amount of cash for each Series C Preferred Unit equal to $1,350 less the aggregate amount of Cash Distributions (as defined below) actually paid in respect of each Series C Preferred Unit after the issue date and through the applicable liquidation date.
The liquidating distributions will be paid out of assets legally available for distribution and before any distribution of assets are made to holders of any other junior securities of the Operating Partnership.
Redemption Rights
The Operating Partnership shall have the right, at its option, to redeem the Series C Preferred Units, in whole or in part, at any time in a cash amount equal to the liquidation preference in effect at the time of such redemption.
If the Operating Partnership or the Company executes an agreement whose performance would constitute a Fundamental Change, then the Operating Partnership shall be required to redeem the Series C Preferred Units, in whole, on the applicable redemption date at a price equal to the Liquidation Preference, to the extent the Operating Partnership has funds legally available to do so.
Voting Rights
Holders of the Series C Preferred Units will not be entitled to vote on any matter or to participate in any meeting of partners.
Dividend Rights
Holders are entitled to receive, on a cumulative basis, (i) distributions in the form of fully paid Series C Preferred Units known as “PIK Distributions” which will be payable at the “PIK Distribution Rate” and (ii) distributions in the form of cash known as “Cash Distributions” which will be payable at the “Cash Distribution Rate.” The PIK Distributions and Cash Distributions will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year.
The PIK Distribution Rate is a rate per annum equal to (a) within the first 5 years after the Original Issue Date, 7.0% less the applicable Cash Distribution Rate, (b) in the 6th and 7th years after the Original Issue Date, the greater of: (i) 12.0% or (ii) SOFR plus 650 basis points less the applicable Cash Distribution Rate, and (c) from the 8th year after the Original Issue Date and each subsequent year thereafter, the greater of (i) 16.0% or (ii) SOFR plus 1,050 basis points, less the applicable Cash Distribution Rate.
Distributions on each Series C Preferred Unit will accrue on the $1,000 stated value of each Series C Preferred Unit as well as on all unpaid distributions that have accrued and accumulated for all prior distribution periods. Unpaid distributions incurred as of the end of the quarter are accreted and accumulated with prior unpaid distributions within redeemable non-controlling interest – Series C Preferred Units on our condensed consolidated balance sheets and as an adjustment to net income (loss) within the condensed consolidated statements of operations. Any cash distributions paid are recorded as an adjustment to the carrying value of the redeemable non-controlling interest – Series C Preferred Units. As of September 30, 2024, the $426 reflected within redeemable non-controlling interest – Series C Preferred Units represents the cash and PIK dividends accrued during the third quarter of 2024.
20
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The following table sets forth the Series C Preferred Unit distributions that were incurred during the third quarter of 2024. There were no distributions incurred prior to the third quarter of 2024.
| 2024 | Cash Dividends per Unit | Aggregate Amount in Dollars | ||||||
| Third Quarter | $ | $ | ||||||
| Total | $ | $ | ||||||
| 2024 | PIK Dividends per Unit | Aggregate Amount in Dollars | ||||||
| Third Quarter | $ | $ | ||||||
| Total | $ | $ | ||||||
Fair Market Value of Forward Contract Asset
The forward contract asset represents the fair market value of the Company’s obligation to sell the additional 79,090 Series C Preferred Units within 270 days upon the execution of the Purchase Agreement. The fair value of the forward contract asset is re-measured at each financial reporting period with any changes in fair value recognized in the accompanying condensed consolidated statements of operations as a Loss on financing transaction.
A roll-forward of the forward contract asset is as follows:
| Balance upon issuance August 26, 2024 | $ | |||
| Unrealized gain (loss) | ( | ) | ||
| Balance at September 30, 2024 | $ |
The initial value of the forward
contract asset in the amount of $
Restricted Stock
| Shares | ||||
| Unvested restricted stock at January 1, 2024 | ||||
| Granted | ||||
| Forfeited | ( | ) | ||
| Vested | ( | ) | ||
| Unvested restricted stock at September 30, 2024 | ||||
The Company recorded equity-based compensation expense related to restricted stock in the amount of $ and $ for the three months ended September 30, 2024 and 2023, respectively, and $ and $ for the nine months ended September 30, 2024 and 2023, 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 September 30, 2024 was approximately $ and is expected to be recognized over a weighted average period of approximately years. The fair value of the restricted shares granted during the nine months ended September 30, 2024 was approximately $ with a weighted average fair value of $ per share.
21
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Performance Stock Units
On April 15, 2024, the compensation committee of the board of directors approved, and the Company granted, Performance Stock Units (“PSUs”) under the 2014 Incentive Award Plan to certain executive officers and key employees of the Company. The PSUs are subject to performance-based criteria including the Company’s total shareholder return (35%) and total shareholder return compared to the MSCI US REIT Index (65%) over a three-year performance period. Upon conclusion of the performance period, the final number of PSUs vested will range between zero to a maximum of 171,966 PSUs. All vested performance stock units will convert into shares of common stock on a 1-to-1 basis. Equity-based compensation expense is charged to earnings ratably from the grant date through to the end of the performance period.
The fair value of the PSUs of $ was determined using a lattice-binomial option-pricing model based on a Monte Carlo simulation applying Level 3 inputs as described in Note 2. The significant inputs into the model were: grant date of April 15, 2024, volatility of , an expected annual dividend of , and an annual risk-free interest rate of .
| Unvested Performance Stock Units | Performance Stock Units | Weighted Average Grant Date Fair Value per Unit | ||||||
| Balance at December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Balance at December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Balance at September 30, 2024 | $ | |||||||
The Company recorded equity-based compensation expense related to the PSUs in the amount of $and $for the three months ended September 30, 2024 and 2023, respectively, and $and $for the nine months ended September 30, 2024 and 2023, respectively, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The unrecognized compensation expense associated with the Company’s PSUs at September 30, 2024 was approximately $and is expected to be recognized over a weighted-average period of approximately years.
22
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Net Income (Loss) Attributable to Common Stockholders
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Numerator | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Less: Net income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Less: Net income (loss) attributable to redeemable non-controlling interest - Series C Preferred Units | ||||||||||||||||
| Net income (loss) attributable to Plymouth Industrial REIT, Inc. | ( | ) | ( | ) | ||||||||||||
| Less: Preferred Stock dividends | ||||||||||||||||
| Less: Loss on extinguishment/redemption of Series A Preferred Stock | ||||||||||||||||
| Less: Amount allocated to participating securities | ||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Denominator | ||||||||||||||||
| Weighted-average common shares outstanding — basic | ||||||||||||||||
| Effect of dilutive securities | ||||||||||||||||
| Add: Stock-based compensation(1) | ||||||||||||||||
| Weighted-average common shares outstanding — diluted | ||||||||||||||||
| Net income (loss) per share — basic and diluted | ||||||||||||||||
| Net income (loss) per share attributable to common stockholders — basic | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per share attributable to common stockholders — diluted | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
_______________
| (1) | During the three months September 30, 2023, there were approximately 156 unvested restricted shares of common stock on a weighted average basis that were not included in the computation of diluted earnings per share as including these shares would be anti-dilutive. During the three and nine months ended September 30, 2024 and nine months ended September 30, 2023, all unvested restricted shares of common stock were deemed to be anti-dilutive due to the net loss attributable to common stockholders. During the three and nine months ended September 30, 2024, all warrants were out of the money and were also excluded from the computation of diluted earnings per share as they were deemed to be anti-dilutive. |
The Company uses the two-class method of computing earnings per common share in which participating securities are included within the basic earnings per share (“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 nonforfeitable rights to dividends. PSUs, which are subject to vesting based on the Company achieving certain total shareholder return thresholds over a three-year performance period, are included as contingently issuable shares in the calculation of diluted EPS when the total shareholder return thresholds are achieved at or above the threshold levels specific in the award agreements, assuming the reporting period is the end of the performance period, and the effect is dilutive.
In periods where there is a net loss attributable to common stockholders, 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 for the three months ended September 30, 2023 include the shares of restricted common stock and PSUs. The restricted common shares, PSUs and out of the money warrants have been excluded from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 and nine months ended September 30, 2023 as the effect of including them would reduce the net loss per share.
23
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
11. Warrant Liability
On August 26, 2024, the Company and the Operating Partnership entered into the Purchase Agreement with the Investor, as discussed in Note 8. Pursuant to the Purchase Agreement, the Operating Partnership agreed to issue and sell to the Investor warrants (the “Warrants”) to purchase, in the aggregate, up to 11,760,000 OP Units.
The Warrants were issued in three tranches pursuant to a warrant agreement (the “Warrant Agreement”) entered into by the Company, the Operating Partnership and the Investor on the Original Issue Date:
| • | The
first tranche is for OP Units with an initial strike price of $ | |
| • | The
second tranche is for OP Units with an initial strike price of $ | |
| • | The
third tranche is for OP Units with an initial strike price of $ |
Once the holder of such Warrants exercises the Warrants into OP Units, the holder can elect to tender for redemption the OP Units in exchange for cash, however the Company can elect to settle these OP Units for either cash or shares of the Company’s Common Stock at the election of the Company pursuant to the exchange right set forth in the Warrant Agreement. The Warrants are exercisable on a net settlement basis and expire on August 26, 2029, subject to a two-year extension under certain conditions.
The Warrants provide standard antidilution adjustments, as well as adjustments in the strike price of the Warrants to an amount equal to the issuance price per share, of the Common Stock or OP Unit, if the Company or the Operating Partnership issues (or otherwise sells) any shares of Common Stock, OP Units, or equity-linked securities, if Company or the Operating Partnership reprices or amends any of its any existing equity-linked securities and upon the payment of dividends. This provision does not meet the definition of a down round feature as it is not solely related to an issuance of equity securities. Therefore, the Warrants are not considered indexed to the Operating Partnership’s own stock and required to be accounted for as derivative liabilities, initially recognized at fair value, and subsequently remeasured to fair value with changes in fair value recognized in earnings.
In accordance with the adjustment provisions outlined within the Warrant Agreement, the associated strike price and amount of each tranche of Warrants were adjusted to the following at September 30, 2024:
| • | The
first tranche is for
OP Units with an initial strike price of $ | |
| • | The
second tranche is for
OP Units with an initial strike price of $ | |
| • | The
third tranche is for
OP Units with an initial strike price of $ |
Redemption
The Operating Partnership has the right to redeem all outstanding Warrants for cash if the volume-weighted average price of the Common Stock for the 90 consecutive trading days ending on the 5th anniversary of the Original Issue Date (“Redemption VWAP”) is less than $21.00. This redemption right may only be exercised once and, if exercised, must be exercised in redemption of all outstanding Warrants at such time. The Operating Partnership does not have the right to redeem the Warrants at its election.
In the event of a redemption, if the Operating Partnership does not pay the applicable redemption price, calculated in accordance with the Warrant Agreement, prior to the close of business on the redemption date, then any amounts paid after the redemption date shall accrue interest at a rate of 10.0% per annum, compounding monthly.
Exercise of Warrants
Holders of the Warrants will have the right to submit all, or any whole number of Warrants that is less than all of their Warrants for exercise at any time during the first 5 years after the date of issuance of the Warrants. This can be extended to 7 years if the volume-weighted average price of the Common Stock for the 90 consecutive trading days ending on the 5th anniversary of the issuance date is equal to or less than the strike price of the Warrants.
Settlement Upon Exercise
Upon the exercise of any Warrant, the Operating Partnership will settle such exercise by paying or delivering OP Units according to either a physical or cashless settlement.
24
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
The exercise price of the Warrants is subject to adjustment upon the occurrence of:
| • | Stock dividends, splits or combinations, | |
| • | The distribution of rights, options or warrants of the Company’s Common Stock | |
| • | Distributions of shares of capital stock or other property | |
| • | Cash dividends and distributions | |
| • | Tender or exchange offers made by the Company or any of its subsidiaries for shares of Common Stock | |
| • | Degressive Issuances |
Exchange Right
Each holder of the Warrants who exercises their Warrants to obtain OP Units will have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the holder. The settlement amount subject to the redemption right is a cash amount equal to:
| • | The last reported sale price per share of Common Stock on the trading day immediately prior to the date that the redemption is exercised, multiplied by the number of shares of Common Stock equal to the product of the number of OP Units offered for redemption by the holder, multiplied by the Conversion Factor. | |
| • | The Conversion Factor is 1.0 but is subject to adjustment if the Company declares or pays a dividend on its Common Stock or makes a distribution to all holders of its Common Stock in shares of outstanding Common Stock, subdivides its Common Stock or combines its outstanding Common Stock. The Conversion Factor will also be adjusted if the Company enters into a merger, acquisition, combination or consolidation where the Company is no longer the general partner of the Operating Partnership. |
If a holder exercises their redemption right, the Company will have the sole and absolute discretion to elect to redeem the OP Units by paying to the holder either the settlement amount or an amount in the Company’s Common Stock.
Fair Market Value of Warrants
The fair value of the Warrants is re-measured at each financial reporting period with any changes in fair value recognized as an unrealized loss/gain of Warrants in the accompanying condensed consolidated statements of operations, included within Loss on financing transaction. The Warrants are not included in the computation of diluted net loss per share as they are anti-dilutive for the three and nine months ended September 30, 2024.
A roll-forward of the warrant liability is as follows:
| Balance upon issuance August 26, 2024 | $ | |||
| Unrealized (gain) loss | ( | ) | ||
| Balance at September 30, 2024 | $ |
The initial value of the Warrants
in the amount of $
12. Commitments and Contingencies
Employment Agreements
The Company has entered into employment
agreements with the Company’s Chief Executive Officer, Managing Director, Chief Financial Officer, and Executive Vice President
Asset Management.
Legal Proceedings
The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses, as incurred, the costs related to such legal proceedings.
25
Plymouth Industrial REIT, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
(all dollar amounts in thousands, except share and per share data)
Contingent Liability
Under the terms of the Plymouth
MIR JV II LLC agreement executed July 6, 2023, the majority partner has the right to require us to purchase its
13. Subsequent Events
On November 6, 2024, the
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
We make statements in this Quarterly Report on Form 10-Q that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. Additionally, unforeseen factors emerge from time to time, and we cannot predict which factors will arise or their ultimate impact on our business or the extent to which any such factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation:
| • | the general level of interest rates; | |
| • | financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all; | |
| • | the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the outbreak of COVID-19, including, without limitation, its impact on the Company’s ability to pay common stock dividends and/or the amount and frequency of the dividends; | |
| • | the competitive environment in which we operate; | |
| • | real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; | |
| • | decreased rental rates or increasing vacancy rates; | |
| • | potential defaults on or non-renewal of leases by tenants; | |
| • | potential bankruptcy or insolvency of tenants; | |
| • | acquisition risks, including failure of such acquisitions to perform in accordance with projections; | |
| • | the timing of acquisitions and dispositions; | |
| • | potential natural disasters such as earthquakes, wildfires or floods; | |
| • | national, international, regional and local economic conditions; | |
| • | potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or REIT tax laws, and potential increases in real property tax rates; | |
| • | lack of or insufficient amounts of insurance; | |
| • | our ability to maintain our qualification as a REIT; | |
| • | litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and | |
| • | possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us. |
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The following discussion and analysis is based on, and should be read in conjunction with our unaudited financial statements and notes thereto for the periods ended September 30, 2024 and 2023 included elsewhere in this Quarterly Report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”) filed with the United States Securities and Exchange Commission (the “SEC”) on February 22, 2024, including the audited historical financial statements and related notes thereto as of and for the years ended December 31, 2023 and 2022 contained therein, which is accessible on the SEC’s website at www.sec.gov.
Overview
We are a full service, vertically integrated real estate investment company focused on the acquisition, ownership, and management of single and multi-tenant industrial properties, including distribution centers, warehouses, light industrial and small bay industrial properties, located in primary and secondary markets within the main industrial, distribution and logistics corridors of the United States. Our mission is to provide tenants with cost effective space that is functional, flexible and safe.
As of September 30, 2024, the Company, through its subsidiaries, owned 158 industrial properties comprising 223 buildings with an aggregate of approximately 34.9 million square feet, and our property management office building located in Columbus, Ohio, totaling approximately 17,260 square feet.
27
We are also evaluating diversifying our portfolio of real estate assets to include the origination or acquisition of mortgage, bridge or mezzanine loans, all of which would be collateralized by properties that meet investment criteria that are substantially the same as our real estate portfolio or that are complementary to our existing assets. The Company believes expanding its investment strategy to include these types of real estate-related assets will enable it to deploy its capital efficiently to continue to grow at times when acquisitions of industrial properties are limited due either to availability or cost.
We seek to generate attractive risk-adjusted returns for our stockholders through a combination of dividends and capital appreciation.
Factors That May Influence Future Results of Operations
Business and Strategy
Our core investment strategy is to acquire industrial properties located in primary and secondary markets across the U.S, as well as select sub-markets across the U.S. We expect to acquire these properties through third-party purchases and structured sale-leasebacks where we believe we can achieve attractive initial yields and strong ongoing cash-on-cash returns.
Our target markets are located in primary and secondary markets, as well as select sub-markets, because we believe these markets tend to have less occupancy and rental rate volatility and less buyer competition relative to gateway markets. We also believe that the systematic aggregation of such properties will result in a diversified portfolio that will produce sustainable risk-adjusted returns. Future results of operations may be affected, either positively or negatively, by our ability to effectively execute this strategy.
We also intend to continue pursuing joint venture arrangements with institutional partners which could provide management fee income, a residual profit-sharing income and the ability to purchase properties out of the joint venture over time. Such joint ventures may involve investing in industrial assets that would be characterized as opportunistic or value-add investments. These may involve development or redevelopment strategies that may require significant up-front capital expenditures, lengthy lease-up periods and result in inconsistent cash flows. As such, these properties’ risk profiles and return metrics would likely differ from the non-joint venture properties that we target for acquisition.
Rental Revenue and Tenant Recoveries
We receive income primarily from rental revenue from our properties. The amount of rental revenue generated by the Company’s portfolio depends principally on the occupancy levels and lease rates at our properties, our ability to lease currently available space and space that becomes available as a result of lease expirations and on the rental rates at our properties. As of September 30, 2024, the Company’s portfolio was approximately 94.2% occupied. Our occupancy rate is impacted by general market conditions in the geographic areas which our properties are located and the financial condition of tenants in our target markets.
Scheduled Lease Expirations & Leasing Activity
Our ability to re-lease space subject to expiring leases will impact our results of operations and will be affected by economic and competitive conditions in the markets in which we operate and by the desirability of our individual properties. During the period from October 1, 2024 through to December 31, 2026, an aggregate of 37.0% of the annualized base rent leases in the Company’s portfolio are scheduled to expire, which we believe will provide us an opportunity to increase rents under below market leases to then-current rental rates.
The table below reflects certain data about our new and renewed leases with terms of greater than six months executed and commenced during the nine months ended September 30, 2024.
| Nine Months Ended September 30, 2024 |
Square Footage |
% of Total Square Footage | Expiring Rent |
New Rent |
% Change | Tenant Improvements $/SF/YR | Lease Commissions $/SF/YR | |||||||||||
| Renewals | 3,137,861 | 73.1% | $ | 4.22 | $ | 4.77 | 13.0% | $ | 0.11 | $ | 0.11 | |||||||
| New leases | 1,157,170 | 26.9% | $ | 4.14 | $ | 5.27 | 27.3% | $ | 0.36 | $ | 0.29 | |||||||
| Total/weighted average | 4,295,031 | 100.0% | $ | 4.20 | $ | 4.90 | 16.7% | $ | 0.19 | $ | 0.17 | |||||||
Conditions in Our Markets
The Company’s portfolio is located in various primary and secondary markets within the main industrial distribution and logistics corridors of the United States. Positive or negative changes in economic or other conditions, adverse weather conditions and natural disasters in these markets are likely to affect our overall performance.
Property Expenses
Our rental expenses generally consist of utilities, real estate taxes, insurance and repair and maintenance costs. For the majority of the Company’s portfolio, property expenses are controlled, in part, by either the triple net provisions or modified gross lease expense reimbursement provisions in tenant leases. However, the terms of our tenant leases vary and in some instances the leases may provide that we are responsible for certain property expenses. Accordingly, our overall financial results will be impacted by the extent to which we are able to pass-through property expenses to our tenants.
28
Critical Accounting Estimates
Our critical accounting estimates are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. During the nine months ended September 30, 2024, there were no material changes to our critical accounting estimates other than as noted below.
Warrant Liability
The fair value of Warrant liability is determined using a Monte Carlo valuation model. Determining the appropriate fair value model and calculating the fair value of warrant requires considerable judgment. Any change in the estimates used may cause the value to be higher or lower than that reported. The estimated volatility of our warrant liability at the date of issuance, and at each subsequent reporting period, is based on our historical volatility. The risk-free interest rate is based on rates published by the government for bonds with maturity similar to the expected remaining life of the warrant liability at the valuation date. The expected life of the warrant liability is assumed to be equivalent to their remaining contractual term.
The Warrant liability is not traded in an active market and the fair value is determined using valuation techniques. The estimates may be significantly different from those recorded in the condensed consolidated financial statements because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. All changes in the fair value are recorded in the condensed consolidated statement of operations each reporting period.
For additional information regarding the valuation of the Warrant liability, see Note 11.
Critical Accounting Policies
Our financial statements are prepared in accordance with GAAP. 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, preferred unit forward contract asset and its 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.
Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K filed with the SEC on February 22, 2024, and the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. Accordingly, we believe the policies set forth in our 2023 10-K are critical to fully understand and evaluate our financial condition and results of operations. If actual results or events differ materially from the estimates, judgments and assumptions used by us in applying these policies, our reported financial condition and results of operations could be materially affected. During the nine months ended September 30, 2024, there were no material changes to our critical accounting policies other than outlined as follows.
Redeemable Non-Controlling Interest – Preferred Units
The Company applies the guidance enumerated in ASC 480, when determining the classification and measurement of preferred units. Preferred units subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. The Company classifies conditionally redeemable preferred units, which includes preferred units that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as mezzanine equity. The Company subsequently measures mezzanine equity based on whether the instrument is currently redeemable or whether or not it is probable the instrument will become redeemable. Upon determination that the instrument is probable of redemption, the Company will adjust the carrying value to the redemption value. If redemption is not probable, the Company will not adjust the carrying value of the instrument recorded as mezzanine equity other than to reflect dividends accrued and not yet paid, but which will be payable under the redemption feature.
Warrants
The Company accounts for warrants as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Warrants that are not considered indexed to the Company’s own stock are required to be accounted for as a liability. Liability-classified financial instruments are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the financial instrument after the issuance date is recorded in the condensed consolidated financial statements through earnings.
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Results of Operations (dollars in thousands)
Our condensed consolidated results of operations are often not comparable from period to period due to the effect of property acquisitions and dispositions completed during the comparative reporting periods. Our Total Portfolio represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions and other, and to highlight the operating results of our on-going business, we have separately presented the results of our Same Store Portfolio and Acquisitions, Dispositions and Other.
For the three and nine months ended September 30, 2024 and 2023, we define the Same Store Portfolio as a subset of our Total Portfolio and includes properties that were wholly owned by us for the entire period presented. We define Acquisitions, Dispositions and Other as any properties that were acquired, sold, placed into service or held for development or repositioning during the period from January 1, 2023 through September 30, 2024.
Three Months Ended September 30, 2024, Compared to Three Months Ended September 30, 2023
The following table summarizes the results of operations for our Same Store Portfolio, our Acquisitions, Dispositions and Other and total portfolio for the three months ended September 30, 2024 and 2023:
| Same Store Portfolio | Acquisitions, Dispositions and Other | Total Portfolio | ||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, |
Change | Three Months Ended September 30, |
Change | Three Months Ended September 30, |
Change | |||||||||||||||||||||||||||||||
| 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 46,397 | $ | 45,610 | $ | 787 | 1.7% | $ | 5,035 | $ | 4,126 | $ | 909 | 22.0% | $ | 51,432 | $ | 49,736 | $ | 1,696 | 3.4% | |||||||||||||||
| Management fee revenue and other income | — | — | — | — | 439 | 29 | 410 | 1,413.8% | 439 | 29 | 410 | 1,413.8% | ||||||||||||||||||||||||
| Total revenues | 46,397 | 45,610 | 787 | 1.7% | 5,474 | 4,155 | 1,319 | 31.7% | _ | 51,871 | 49,765 | 2,106 | 4.2% | |||||||||||||||||||||||
| Property expenses | 15,578 | 14,343 | 1,235 | 8.6% | 1,796 | 1,411 | 385 | 27.3% | 17,374 | 15,754 | 1,620 | 10.3% | ||||||||||||||||||||||||
| Depreciation and amortization | 21,010 | 22,881 | (1,871 | ) | (8.2% | ) | ||||||||||||||||||||||||||||||
| General and administrative | 3,582 | 3,297 | 285 | 8.6% | ||||||||||||||||||||||||||||||||
| Total operating expenses | 41,966 | 41,932 | 34 | 0.1% | ||||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||
| Interest expense | (10,359 | ) | (9,473 | ) | (886 | ) | 9.4% | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | — | (72 | ) | 72 | (100.0% | ) | ||||||||||||||||||||||||||||||
| Gain (loss) on sale of real estate | (234 | ) | 12,112 | (12,346 | ) | (101.9% | ) | |||||||||||||||||||||||||||||
| Loss on financing transaction | (14,657 | ) | — | (14,657 | ) | 0.0% | ||||||||||||||||||||||||||||||
| Total other income (expense) | (25,250 | ) | 2,567 | (27,817 | ) | (1,083.6% | ) | |||||||||||||||||||||||||||||
| Net income (loss) | $ | (15,345 | ) | $ | 10,400 | $ | (25,745 | ) | (247.5% | ) | ||||||||||||||||||||||||||
Rental revenue: Rental revenue increased by $1,696 to $51,432 for the three months ended September 30, 2024 as compared to $49,736 for the three months ended September 30, 2023. This was primarily related to a net increase of $787 within the Same Store Portfolio primarily due to an increase in rent income of $670 due to leasing activities, an increase of $670 in tenant recoveries, partially offset by a decrease in non-cash rent adjustments of $553 and a net increase of $909 within Acquisitions, Dispositions and Other primarily within acquisitions, dispositions and other primarily due to an increase in rental revenue from acquisitions.
Property expenses: Property expenses increased $1,620 for the three months ended September 30, 2024 to $17,374 as compared to $15,754 for the three months ended September 30, 2023. This was primarily due to property expenses for the Same Store Portfolio increasing approximately $1,235 driven primarily by an increase of $1,568 in operating expenses, increase in real estate taxes of $291, partially offset by a decrease in utilities of $624, and an increase of $385 within Acquisitions, Dispositions and Other related to acquisitions.
Depreciation and amortization: Depreciation and amortization expense decreased by $1,871 to $21,010 for the three months ended September 30, 2024 as compared to $22,881 for the three months ended September 30 2023, primarily due to a net decrease of $2,332 for the Same Store Portfolio due to full depreciation and amortization of certain assets and real estate properties held for sale no longer being depreciated and amortized as of August 26, 2024, offset by an increase of $461 within Acquisitions, Dispositions and Other.
General and administrative: General and administrative expenses increased approximately $285 to $3,582 for the three months ended September 30, 2024 as compared to $3,297 for the three months ended September 30, 2023. The increase is attributable primarily to an increase in professional fees of $195.
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Interest expense: Interest expense increased by approximately $886 to $10,359 for the three months ended September 30, 2024, as compared to $9,473 for the three months ended September 30, 2023. The schedule below is a comparative analysis of the components of interest expense for the three months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Changes in accrued interest | $ | 89 | $ | (50 | ) | |||
| Amortization of debt related costs | 470 | 570 | ||||||
| Total change in accrued interest and amortization of debt related costs | 559 | 520 | ||||||
| Cash interest paid | 9,940 | 9,235 | ||||||
| Capitalized interest | (140 | ) | (282 | ) | ||||
| Total interest expense | $ | 10,359 | $ | 9,473 | ||||
Loss on extinguishment of debt: Loss on extinguishment of debt of $72 for the three months ended September 30, 2023 was due to the partial repayment of the Transamerica Loan.
Gain (loss) on sale of real estate: Gain (loss) on sale of real estate of ($234) represents the selling costs recognized related to the sale of a property classified as a net investment in sales type lease for the three months ended September 30, 2024. For the three months ended September 30, 2023, the Company sold a single, 306,000 square foot property located in Chicago, IL for approximately $19,926, recognizing a net gain of $12,112.
Loss on financing transaction: Loss on financing transaction incurred during the three months ended September 30, 2024, is comprised by the initial loss of $18,746 and corresponding issuance costs of $11,348 realized upon the issuance of the Series C Preferred Units, the Forward contract asset and the Warrants issued August 26, 2024, partially offset by a net unrealized gain of $15,437 due to the change of the respective fair market value of the Warrants and Forward contract asset between August 26, 2024 and September 30, 2024. There was no loss on financing transactions during the three months ended September 30, 2023.
Nine Months Ended September 30, 2024, Compared to Nine Months Ended September 30, 2023
The following table summarizes the results of operations for our Same Store Portfolio, our Acquisitions, Dispositions and Other and total portfolio for the nine months ended September 30, 2024 and 2023:
| Same Store Portfolio | Acquisitions, Dispositions and Other | Total Portfolio | ||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, |
Change | Nine Months Ended September 30, |
Change | Nine Months Ended September 30, |
Change | |||||||||||||||||||||||||||||||
| 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | |||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 138,985 | $ | 136,666 | $ | 2,319 | 1.7% | $ | 11,286 | $ | 12,340 | $ | (1,054 | ) | (8.5% | ) | $ | 150,271 | $ | 149,006 | $ | 1,265 | 0.8% | |||||||||||||
| Management fee revenue and other income | — | — | — | — | 514 | 58 | 456 | 786.2% | 514 | 58 | 456 | 786.2% | ||||||||||||||||||||||||
| Total revenues | 138,985 | 136,666 | 2,319 | 1.7% | 11,800 | 12,398 | (598 | ) | (4.8% | ) | 150,785 | 149,064 | 1,721 | 1.2% | ||||||||||||||||||||||
| Property expenses | 44,086 | 43,106 | 980 | 2.3% | 3,499 | 4,292 | (793 | ) | (18.5% | ) | 47,585 | 47,398 | 187 | (0.4% | ) | |||||||||||||||||||||
| Depreciation and amortization | 64,725 | 70,098 | (5,373 | ) | (7.7% | ) | ||||||||||||||||||||||||||||||
| General and administrative | 10,826 | 10,586 | 240 | 2.3% | ||||||||||||||||||||||||||||||||
| Total operating expenses | 123,136 | 128,082 | (4,946 | ) | (3.9% | ) | ||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||
| Interest expense | (29,368 | ) | (28,592 | ) | (776 | ) | 2.7% | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | — | (72 | ) | 72 | (100.0% | ) | ||||||||||||||||||||||||||||||
| Gain on sale of real estate | 8,645 | 12,112 | (3,467 | ) | (28.6% | ) | ||||||||||||||||||||||||||||||
| Loss on financing transaction | (14,657 | ) | — | (14,657 | ) | 0.0% | ||||||||||||||||||||||||||||||
| Total other income (expense) | (35,380 | ) | (16,552 | ) | (18,828 | ) | 113.8% | |||||||||||||||||||||||||||||
| Net income (loss) | $ | (7,731 | ) | $ | 4,430 | $ | (12,161 | ) | (274.5% | ) | ||||||||||||||||||||||||||
Rental revenue: Rental revenue increased by $1,265 to $150,271 for the nine months ended September 30, 2024 as compared to $149,006 for the nine months ended September 30, 2023. This was primarily related to a net increase of $2,319 within the Same Store Portfolio primarily due to an increase in rent income of $3,327 due to leasing activities, an increase of $2,623 in tenant recoveries, partially offset by a decrease in non-cash rent adjustments of $3,631 and a net decrease of $1,054 within Acquisitions, Dispositions and Other primarily driven by a decrease in average occupancy during the first three quarters of 2024 compared to the first three quarters of 2023 and a decrease in rental revenue and reimbursements from disposition activity which occurred between Q4 2023 and Q3 2024.
Property expenses: Property expenses decreased $187 for the nine months ended September 30, 2024 to $47,585 as compared to $47,398 for the nine months ended September 30, 2023. This was primarily due to property expenses for the Same Store Portfolio increasing approximately $980 driven primarily by an increase in utilities and operating expenses of $2,482, partially offset by a decrease in real estate taxes of $1,502, and a net decrease of $793 within Acquisitions, Dispositions and Other driven primarily by a decrease in real estate taxes and utilities of $3,477, partially offset by an increase in operating expenses of $2,684.
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Depreciation and amortization: Depreciation and amortization expense decreased by $5,373 to $64,725 for the nine months ended September 30, 2024 as compared to $70,098 for the nine months ended September 30 2023, primarily due to a net decrease of $5,251 for the Same Store Portfolio and $122 within Acquisitions, Dispositions and Other due to full depreciation and amortization of certain assets and real estate properties held for sale no longer being depreciated and amortized as of August 26, 2024 during the nine months ended September 30, 2024.
General and administrative: General and administrative expenses increased approximately $240 to $10,826 for the nine months ended September 30, 2024 as compared to $10,586 for the nine months ended September 30, 2023. The increase is attributable primarily to an increase in professional fees of $213.
Interest expense: Interest expense increased by approximately $776 to $29,368 for the nine months ended September 30, 2024, as compared to $28,592 for the nine months ended September 30, 2023. The schedule below is a comparative analysis of the components of interest expense for the nine months ended September 30, 2024 and 2023.
| Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Changes in accrued interest | $ | (329 | ) | $ | 402 | |||
| Amortization of debt related costs | 1,346 | 1,708 | ||||||
| Total change in accrued interest and amortization of debt related costs | 1,017 | 2,110 | ||||||
| Cash interest paid | 28,672 | 27,450 | ||||||
| Capitalized interest | (321 | ) | (968 | ) | ||||
| Total interest expense | $ | 29,368 | $ | 28,592 | ||||
Loss on extinguishment of debt: Loss on extinguishment of debt of $72 for the nine months ended September 30, 2023 was due to the partial repayment of the Transamerica Loan.
Gain on sale of real estate: Gain on sale of real estate of $8,645 represents the gain recognized upon a tenant’s notice to exercise its purchase option and the reclassification of the property to net investment in sales-type lease, recognizing a net gain of $7,796, and from the sale of a single, 221,911 square foot property located in Kansas City, MO for approximately $9,150, recognizing a net gain of $849 for the nine months ended September 30, 2024. For the nine months ended September 30, 2023, the Company sold a single, 306,000 square foot property located in Chicago, IL for approximately $19,926, recognizing a net gain of $12,112.
Loss on financing transaction: Loss on financing transaction incurred during the nine months ended September 30, 2024, is comprised by the initial loss of $18,746 and corresponding issuance costs of $11,348 realized upon the issuance of the Series C Preferred Units, the Forward contract asset and the Warrants issued August 26, 2024, partially offset by a net unrealized gain of $15,437 due to the change of the respective fair market value of the Warrants and Forward contract asset between August 26, 2024 and September 30, 2024. There was no loss on financing transactions during the nine months ended September 30, 2023.
Supplemental Earnings Measures (dollars in thousands)
Investors in and industry analysts following the real estate industry utilize supplemental earnings measures such as net operating income (“NOI”), earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”), funds from operations (“FFO”), core funds from operations (“Core FFO”) and adjusted funds from operations (“AFFO”) as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting with measures such as NOI, EBITDAre, FFO, Core FFO and AFFO, among others. We provide information related to NOI, EBITDAre, FFO, Core FFO and AFFO both because such industry analysts are interested in such information, and because our management believes NOI, EBITDAre, FFO, Core FFO and AFFO are important performance measures. NOI, EBITDAre, FFO, Core FFO and AFFO are factors used by management in measuring our performance. Neither NOI, EBITDAre, FFO, Core FFO or AFFO should be considered as a substitute for net income, or any other measures derived in accordance with GAAP. Neither NOI, EBITDAre, FFO, Core FFO or AFFO represents cash generated from operating activities in accordance with GAAP and neither should be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.
NOI
We consider net operating income, or NOI, to be an appropriate supplemental measure to net income in that it helps both investors and management understand the core operations of our properties. We define NOI as total revenue (including rental revenue and tenant recoveries) less property-level operating expenses. NOI excludes depreciation and amortization, general and administrative expenses, impairments, gain/loss on sale of real estate, interest expense, loss on financing transaction, and other non-operating items.
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The following is a reconciliation from historical reported net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI:
| For the Three Months | For the Nine Months | |||||||||||||||
| (In thousands) | Ended September 30, | Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| NOI: | ||||||||||||||||
| Net income (loss) | $ | (15,345 | ) | $ | 10,400 | $ | (7,731 | ) | $ | 4,430 | ||||||
| General and administrative | 3,582 | 3,297 | 10,826 | 10,586 | ||||||||||||
| Depreciation and amortization | 21,010 | 22,881 | 64,725 | 70,098 | ||||||||||||
| Interest expense | 10,359 | 9,473 | 29,368 | 28,592 | ||||||||||||
| Loss on extinguishment of debt | — | 72 | — | 72 | ||||||||||||
| (Gain) loss on sale of real estate | 234 | (12,112 | ) | (8,645 | ) | (12,112 | ) | |||||||||
| Loss on financing transaction | 14,657 | — | 14,657 | — | ||||||||||||
| Management fee revenue and other income | (439 | ) | (29 | ) | (514 | ) | (58 | ) | ||||||||
| NOI | $ | 34,058 | $ | 33,982 | $ | 102,686 | $ | 101,608 | ||||||||
EBITDAre
We define earnings before interest, taxes, depreciation and amortization for real estate in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). EBITDAre represents net income (loss), computed in accordance with GAAP, before interest expense, tax, depreciation and amortization, gains or losses on the sale of rental property, appreciation (depreciation) of warrants, loss on impairments, loss on financing transaction, and loss on extinguishment of debt. We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company as it is a direct measure of the actual operating results of our industrial properties. The following table sets forth a reconciliation of our historical net income (loss) to EBITDAre for the periods presented:
| For the Three Months | For the Nine Months | |||||||||||||||
| (In thousands) | Ended September 30, | Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| EBITDAre: | ||||||||||||||||
| Net income (loss) | $ | (15,345 | ) | $ | 10,400 | $ | (7,731 | ) | $ | 4,430 | ||||||
| Depreciation and amortization | 21,010 | 22,881 | 64,725 | 70,098 | ||||||||||||
| Interest expense | 10,359 | 9,473 | 29,368 | 28,592 | ||||||||||||
| Loss on extinguishment of debt | — | 72 | — | 72 | ||||||||||||
| (Gain) loss on sale of real estate | 234 | (12,112 | ) | (8,645 | ) | (12,112 | ) | |||||||||
| Loss on financing transaction | 14,657 | — | 14,657 | — | ||||||||||||
| EBITDAre | $ | 30,915 | $ | 30,714 | $ | 92,374 | $ | 91,080 | ||||||||
FFO
Funds from operations, or FFO, is a non-GAAP financial measure that is widely recognized as a measure of a REIT’s operating performance, thereby, providing investors the potential to compare our operating performance with that of other REITs. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. In December 2018, NAREIT issued a white paper restating the definition of FFO. The purpose of the restatement was not to change the fundamental definition of FFO, but to clarify existing NAREIT guidance. The restated definition of FFO is as follows: Net Income (Loss) (calculated in accordance with GAAP), excluding: (i) Depreciation and amortization related to real estate, (ii) Gains and losses from the sale of certain real estate assets, (iii) Gain and losses from change in control, and (iv) Impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We define FFO, consistent with the NAREIT definition. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. Other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.
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We calculate Core FFO by adjusting FFO for items such as dividends paid or accrued to holders of our preferred stock and redeemable non-controlling interest, acquisition and transaction related expenses for transactions not completed, loss on financing transaction, and certain non-cash operating expenses such as impairment on real estate lease, unrealized loss/(gain) on financing instruments, and loss on extinguishment of debt. We believe that Core FFO is a useful supplemental measure in addition to FFO by adjusting for items that are not considered by us to be part of the period-over-period operating performance of our property portfolio, thereby, providing a more meaningful and consistent comparison of our operating and financial performance during the periods presented below. As with FFO, our reported Core FFO may not be comparable to other REITs’ Core FFO, should not be used as a measure of our liquidity, and is not indicative of funds available for our cash needs, including our ability to pay dividends.
The following table sets forth a reconciliation of our historical net income (loss) FFO and Core FFO for the periods presented:
| For the Three Months | For the Nine Months | |||||||||||||||
| (In thousands) | Ended September 30, | Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| FFO: | ||||||||||||||||
| Net income (loss) | $ | (15,345 | ) | $ | 10,400 | $ | (7,731 | ) | $ | 4,430 | ||||||
| (Gain) loss on sale of real estate | 234 | (12,112 | ) | (8,645 | ) | (12,112 | ) | |||||||||
| Depreciation and amortization | 21,010 | 22,881 | 64,725 | 70,098 | ||||||||||||
| FFO | $ | 5,899 | $ | 21,169 | $ | 48,349 | $ | 62,416 | ||||||||
| Preferred Stock dividends | — | (677 | ) | — | (2,509 | ) | ||||||||||
| Redeemable non-controlling interest - Series C Preferred Unit dividends | (426 | ) | — | (426 | ) | — | ||||||||||
| Acquisition expenses | — | — | — | 85 | ||||||||||||
| Loss on extinguishment of debt | — | 72 | — | 72 | ||||||||||||
| Loss on financing transaction | 14,657 | — | 14,657 | — | ||||||||||||
| Core FFO | $ | 20,130 | $ | 20,564 | $ | 62,580 | $ | 60,064 | ||||||||
AFFO
Adjusted funds from operations, or AFFO, is presented in addition to Core FFO. AFFO is defined as Core FFO, excluding certain non-cash operating revenues and expenses, capitalized interest and recurring capitalized expenditures. Recurring capitalized expenditures include expenditures required to maintain and re-tenant our properties, tenant improvements and leasing commissions. AFFO further adjusts Core FFO for certain other non-cash items, including the amortization or accretion of above or below market rents included in revenues, straight line rent adjustments, non-cash equity compensation and non-cash interest expense.
We believe AFFO provides a useful supplemental measure of our operating performance because it provides a consistent comparison of our operating performance across time periods that is comparable for each type of real estate investment and is consistent with management’s analysis of the operating performance of our properties. As a result, we believe that the use of AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.
As with Core FFO, our reported AFFO may not be comparable to other REITs’ AFFO, should not be used as a measure of our liquidity, and is not indicative of funds available for our cash needs, including our ability to pay dividends.
The following table sets forth a reconciliation of FFO attributable to common stockholders and unit holders to AFFO.
| For the Three Months | For the Nine Months | |||||||||||||||
| (In thousands) | Ended September 30, | Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| AFFO: | ||||||||||||||||
| Core FFO | $ | 20,130 | $ | 20,564 | 62,580 | $ | 60,064 | |||||||||
| Amortization of debt related costs | 470 | 570 | 1,346 | 1,708 | ||||||||||||
| Non-cash interest expense | 89 | (50 | ) | (329 | ) | 402 | ||||||||||
| Stock compensation | 1,093 | 827 | 3,118 | 2,128 | ||||||||||||
| Capitalized interest | (140 | ) | (282 | ) | (321 | ) | (968 | ) | ||||||||
| Straight line rent | (17 | ) | (216 | ) | 1,012 | (1,833 | ) | |||||||||
| Above/below market lease rents | (299 | ) | (417 | ) | (910 | ) | (1,820 | ) | ||||||||
| Recurring capital expenditures (1) | (2,853 | ) | (1,965 | ) | (5,254 | ) | (4,863 | ) | ||||||||
| AFFO | $ | 18,473 | $ | 19,031 | $ | 61,242 | $ | 54,818 | ||||||||
______________
| (1) | Excludes non-recurring capital expenditures of $8,229 and $8,132 for the three months ended September 30, 2024 and 2023, respectively, and $16,982 and $24,185 for the nine months ended September 30, 2024 and 2023, respectively. |
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Cash Flow (dollars in thousands)
A summary of our cash flows for the nine months ended September 30, 2024 and 2023 are as follows:
| Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Net cash provided by operating activities | $ | 54,045 | $ | 63,259 | ||||
| Net cash used in investing activities | $ | (88,201 | ) | $ | (8,311 | ) | ||
| Net cash used in financing activities | $ | 41,508 | $ | (55,889 | ) | |||
Operating activities: Net cash provided by operating activities for the nine months ended September 30, 2024 decreased approximately $9,214 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to an increase in other assets and decreases in accounts payable, accrued expenses and other liabilities for operating expenses due to timing of cash payments and increases in interest expense.
Investing activities: Net cash used in investing activities for the nine months ended September 30, 2024 increased approximately $79,890 compared to the nine months ended September 30, 2023 primarily due to an increase in acquisitions of real estate properties of $101,387, a decrease in proceeds from the sale of real estate of $9,792, partially offset by a decrease in capital expenditures of $10,045 and an increase in proceeds from net investment in sales-type lease of $21,244
Financing activities: Net cash used in financing activities for the nine months ended September 30, 2024 increased $97,397 compared to the nine months ended September 30, 2023. The change was predominantly driven by an increase in net proceeds from financing transaction of $56,733, a decrease in cash used for the repurchase and redemption of Series A Preferred Stock of $48,867, increase in net proceeds from the line of credit facility $42,486, partially offset by an increase in debt issuance costs and dividends and distributions paid of $672, a decrease of $50,016 in proceeds from common stock, and an increase in debt issuance costs of $1.
Liquidity and Capital Resources
We intend to make reserve contributions as necessary to aid our objective of preserving capital for our investors by supporting the maintenance and viability of properties we acquire in the future. If reserves and any other available income become insufficient to cover our operating expenses and liabilities, it may be necessary to obtain additional funds by borrowing, refinancing properties or liquidating our investments.
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses and other expenditures directly associated with our properties, including:
| • | property expenses that are not borne by our tenants under our leases; | |
| • | principal and interest expense on outstanding indebtedness; | |
| • | general and administrative expenses; and | |
| • | capital expenditures for tenant improvements and leasing commissions. |
We intend to satisfy our short-term liquidity requirements through our existing cash, cash flow from operating activities and the net proceeds of any potential future offerings.
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and non-recurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through cash flow from operations, long-term secured and unsecured borrowings, future issuances of equity and debt securities, property dispositions and joint venture transactions, and, in connection with acquisitions of additional properties, the issuance of OP units.
As of September 30, 2024, we had available liquidity of approximately $179.8 million, comprised of $26.2 million in cash and cash equivalents and $153.6 million of borrowing capacity on our KeyBank unsecured line of credit. The Company anticipates it will have sufficient liquidity and access to capital resources to meet its current obligations and to meet any scheduled debt maturities.
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Existing Indebtedness as of September 30, 2024
The following is a schedule of our indebtedness as of September 30, 2024 ($ in thousands):
| Debt | Outstanding Balance |
Interest rate at September 30, 2024 |
Final Maturity Date | |||||
| Secured debt: | ||||||||
| Allianz Loan | 60,383 | 4.07% | April 10, 2026 | |||||
| Nationwide Loan | 14,712 | 2.97% | October 1, 2027 | |||||
| Lincoln Life Gateway Mortgage | 28,800 | 3.43% | January 1, 2028 | |||||
| Minnesota Life Memphis Industrial Loan(4) | 54,079 | 3.15% | January 1, 2028 | |||||
| Midland National Life Insurance Mortgage | 10,506 | 3.50% | March 10, 2028 | |||||
| Minnesota Life Loan | 19,220 | 3.78% | May 1, 2028 | |||||
| Transamerica Loan(4) | 56,898 | 4.35% | August 1, 2028 | |||||
| Total secured debt | $ | 244,598 | ||||||
| Unamortized debt issuance costs, net | (916 | ) | ||||||
| Unamortized premium/(discount), net | (14 | ) | ||||||
| Secured debt, net | $ | 243,668 | ||||||
| Unsecured debt: | ||||||||
| $100m KeyBank Term Loan | 100,000 | 3.00%(1)(2) | August 11, 2026 | |||||
| $200m KeyBank Term Loan | 200,000 | 3.03%(1)(2) | February 11, 2027 | |||||
| $150m KeyBank Term Loan | 150,000 | 4.40%(1)(2) | May 2, 2027 | |||||
| Total unsecured debt | $ | 450,000 | ||||||
| Unamortized debt issuance costs, net | (1,535 | ) | ||||||
| Unsecured debt, net | $ | 448,465 | ||||||
| Borrowings under line of credit: | ||||||||
| KeyBank unsecured line of credit | 196,400 | 6.41%(1)(3) | August 11, 2025 | |||||
| Total borrowings under line of credit | $ | 196,400 | ||||||
_______________
| (1) | For the month of September 2024, the one-month term SOFR for our unsecured debt was 5.195% and the one-month term SOFR for our borrowings under line of credit was at a weighted average of 4.980%. The spread over the applicable rate for the $100m, $150m, and $200m KeyBank Term Loans and KeyBank unsecured line of credit is based on the Company’s total leverage ratio plus the 0.1% SOFR index adjustment. |
| (2) | The one-month term SOFR for the $100m, $150m and $200m KeyBank Term Loans was swapped to a fixed rate of 1.504%, 2.904%, and 1.527%, respectively. |
| (3) | $100 million of the outstanding borrowings under the KeyBank unsecured line of credit was swapped to a fixed USD-SOFR rate at a weighted average of 4.754%. |
| (4) | As of September 30, 2024, the Midland National Life Insurance Mortgage and the Transamerica Loan were reclassified to Real estate liabilities held for sale, net on our condensed consolidated balance sheets. |
The KeyBank unsecured line of credit contains certain financial covenants including limitations on total leverage, unsecured interest coverage and fixed charge coverage charges ratios. Our access to borrowings may be limited if we fail to meet any of these covenants. We are in compliance with our financial covenants as of September 30, 2024, and we anticipate that we will be able to operate in compliance with our financial covenants for the next twelve months.
Stock Issuances (dollars in thousands)
Universal Shelf S-3 Registration Statement
On February 27, 2024, the Company and Operating Partnership filed an automatic shelf registration statement on Form S-3 (“2024 $750 Million S-3 Filing”) with the SEC registering an aggregate of $750,000 of securities, consisting of an indeterminate amount of common stock, preferred stock, depository shares, warrants, rights to purchase our common stock and debt securities.
As September 30, 2024, the Company has $750,000 available for issuance under the 2024 $750 Million S-3 Filing.
ATM Program
On February 27, 2024, the Company and the Operating Partnership entered into a distribution agreement with certain sales agents, forward sellers and forward purchasers, as applicable, pursuant to which the Company may issue and sell, from time to time, shares of its Common Stock with aggregate gross proceeds not to exceed $200,000 through an “at-the-market” equity offering program (the “2024 $200 Million ATM Program”). The 2024 $200 Million ATM Program replaced the previous $200 million ATM program, which was entered into on February 28, 2023 (“2023 $200 Million ATM Program”).
For the nine months ended September 30, 2024, the Company did not issue any shares of its Common Stock under the 2024 $200 Million ATM Program or 2023 $200 Million ATM Program. The Company has approximately $200,000 available for issuance under the 2024 $200 Million ATM Program.
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Off-Balance Sheet Arrangements
As of September 30, 2024, we have no off-balance sheet arrangements.
Inflation
Prior to 2021, the rate of inflation was low and had minimal impact on the performance of our industrial properties in the markets in which we operate, however, inflation has significantly increased in recent periods and may remain at an elevated level or increase further. The majority of our leases are either triple net or provide for tenant recoveries for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and tenant payment of taxes and expenses described above. We do not believe that inflation has had a material impact on our historical financial position or results of operations.
Interest Rate Risk (dollars in thousands)
The Company uses interest rate swap agreements as a derivative instrument to manage interest rate risk and is recognized on the condensed consolidated balance sheets at fair value. As of September 30, 2024, all our outstanding variable rate debt was fixed with interest rate swaps through maturity with the exception of the balance of $96,400 under the KeyBank unsecured line of credit. We recognize all derivatives within the condensed consolidated balance sheets at fair value. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income, which is a component of stockholders’ equity. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. As of September 30, 2024, the Company had entered into eight interest rate swap agreements.
The following table details our outstanding interest rate swaps as of September 30, 2024:
| Interest Rate | SOFR Interest | Notional Value(1) | Fair Value(2) | |||||||||||||||
| Swap Counterparty | Trade Date | Effective Date | Maturity Date | Strike Rate | September 30, 2024 | |||||||||||||
| Capital One, N.A. | July 13, 2022 | July 1, 2022 | February 11, 2027 | 1.527% | $ | 200,000 | $ | 8,253 | ||||||||||
| JPMorgan Chase Bank, N.A. | July 13, 2022 | July 1, 2022 | August 8, 2026 | 1.504% | $ | 100,000 | $ | 3,477 | ||||||||||
| JPMorgan Chase Bank, N.A. | August 19, 2022 | September 1, 2022 | May 2, 2027 | 2.904% | $ | 75,000 | $ | 754 | ||||||||||
| Wells Fargo Bank, N.A. | August 19, 2022 | September 1, 2022 | May 2, 2027 | 2.904% | $ | 37,500 | $ | 377 | ||||||||||
| Capital One, N.A. | August 19, 2022 | September 1, 2022 | May 2, 2027 | 2.904% | $ | 37,500 | $ | 376 | ||||||||||
| Wells Fargo Bank, N.A. | November 10, 2023 | November 10, 2023 | November 1, 2025 | 4.750% | $ | 50,000 | $ | (540) | ||||||||||
| JPMorgan Chase Bank, N.A. | November 10, 2023 | November 10, 2023 | November 1, 2025 | 4.758% | $ | 25,000 | $ | (272) | ||||||||||
| Capital One, N.A. | November 10, 2023 | November 10, 2023 | November 1, 2025 | 4.758% | $ | 25,000 | $ | (273) | ||||||||||
_______________
| (1) | Represents the notional value of interest rate swaps effective as of September 30, 2024. |
| (2) | As of September 30, 2024, the fair value of five of the interest rate swaps were in an asset position of approximately $13.2 million and the remaining three interest rate swaps were in a liability position of approximately $1.1 million. |
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
During the next twelve months, the Company estimates that an additional $10,653 will be reclassified as a decrease to interest expense. No assurance can be given that any future hedging activities by us will have the desired beneficial effect on our results of operations or financial condition.
At September 30, 2024, we had $646,400 of outstanding variable rate debt. As of September 30, 2024, all our outstanding variable debt was fixed with interest rate swaps through maturity, with the exception of the KeyBank unsecured line of credit which had only $100,000 of its $196,400 balance fixed with interest rate swaps through maturity. The KeyBank unsecured line of credit was subject to a weighted average interest rate of 6.85% during the nine months ended September 30, 2024. Based on the variable rate borrowings for our KeyBank unsecured line of credit outstanding during the nine months ended September 30, 2024, we estimate that had the average interest rate on our weighted average borrowings increased by 25 basis points for the nine months ended September 30, 2024, our interest expense for the quarter would have increased by approximately $76. This estimate assumes the interest rate of each borrowing is raised by 25 basis points. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.
For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not our earnings or cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on us until we are required to refinance such debt. See Note 5 to the Condensed Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (amounts in thousands)
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. The primary market risk we are exposed to is interest rate risk. We have used derivative financial instruments to manage, or hedge, interest rate risks related to some of our borrowings, primarily through interest rate swaps. For additional detail, refer to Interest Rate Risk section within Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2024. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The nature of our business exposes our properties, us and our Operating Partnership to the risk of claims and litigation in the normal course of business. Other than routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.
ITEM 1A. Risk Factors
There have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024, with the exception of the risk factors set forth below, which update and supplement the risk factors disclosed therein. For a full description of these risk factors, please refer to “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023.
The rights of the holders of our Common Stock are limited by and subordinate to the rights of the holders of the Operating Partnership’s Series C Preferred Units and these rights may have a negative effect on the value of shares of our Common Stock.
The holders of shares of the Operating Partnership’s Series C Preferred Units have rights and preferences generally senior to those of the holders of our Common Stock. The existence of these senior rights and preferences may have a negative impact on the value of shares of our Common Stock. These rights are more fully set forth in the certificate of designation governing our Series C Preferred Units and include but are not limited to: (i) dividend and distribution rights, (ii) rights on liquidation, winding-up or dissolution of the Operating Partnership or the Company, as applicable and (iii) redemption rights upon the occurrence of a Fundamental Change (as defined in the certificate of designations).
We have issued and may continue to issue Series C Preferred Units that rank senior to our Common Stock in priority of dividend payment and upon liquidation, dissolution or winding up of the Operating Partnership or the Company and redemption rights upon the occurrence of Fundamental Change, and have additional corporate governance rights that may materially adversely affect our ability to pay dividends to holders of our Common Stock and the trading price of our Common Stock.
On August 26, 2024, we issued 60,910 Series C Preferred Units to the Investor, and we will be required to issue an additional 79,090 Series C Preferred Units to the Investor in one or more additional closings to occur on or before May 23, 2025. The holders of the Series C Preferred Units are entitled to a quarterly distribution payable in arrears on January 15, April 15, July 15 and October 15 of each year in both cash and additional Series C Preferred Units. The Series C Preferred Units rank senior to our Common Stock with respect to priority of such dividend payments, as well as to rights upon liquidation, dissolution or winding up of the Operating Partnership and the Company and redemption rights upon the occurrence of a Fundamental Change. As a result, distributions on the Series C Preferred Units may limit our ability to make distributions to holders of our Common Stock. Further, upon our Operating Partnership’s liquidation, holders of our Series C Preferred Units will receive a distribution of our Operating Partnership’s available assets before common stockholders in an amount of cash equal to the greater of (i) $1,000 per Series C Preferred Unit, subject to certain adjustments for, among other things, OP unit splits and the payment of dividends, including regular quarterly cash dividends on our common stock, plus all accrued but unpaid dividends thereon to or (ii) an amount of cash equal to $1,350 less the aggregate amount of Cash Distributions actually paid in respect of such share after the date of issuance and through but not including the applicable liquidation date, redemption date or other applicable measurement date. Holders of shares of our Common Stock bear the risk that our future issuances of equity securities, including additional Series C Preferred Units as quarterly dividend payments to the holders of our Series C Preferred Units, will dilute the ownership interest of existing holders of our Common Stock, and may negatively affect our results of operations and the trading price of our Common Stock.
In addition, so long as any Series C Preferred Units are outstanding, the consent of a majority of the holders of the Series C Preferred Units, voting as a single class, is required for us to take certain actions which include, but are not limited to: (i) amend our charter or our Operating Partnership’s partnership agreement (the “Partnership Agreement”) to authorize, create or increase the amount of any series of capital stock or OP Units that rank senior (“Senior Securities”) to or pari passu (“Parity Securities”) with the Series C Preferred Units with respect to dividends or distributions, or the distribution of assets on any liquidation, dissolution or winding up of the Corporation or the Operating Partnership, as applicable; (ii) amend, alter or waive the charter or the Partnership Agreement in a manner that would adversely affect the rights, preferences and privileges of the Series C Preferred Units; (iii) issue any Senior Securities or Parity Securities, or securities or rights convertible into, or exercisable for, Senior Securities or Parity Securities; (iv) issue any equity securities of any subsidiary of the Operating Partnership to a third-party; (v) incur, refinance or create any indebtedness, subject to certain exceptions; (vi) effect a Fundamental Change and (vii) pay dividends or distributions or repurchase or redeem Parity Securities or securities junior to the Series C Preferred Units with respect to dividend and distribution rights on liquidation, winding-up or dissolution of the Operating Partnership or the Company, subject to certain exceptions, including a distribution to the Company and payment of dividends using all proceeds of such distribution as necessary to maintain the Company’s status as a REIT or to avoid the payment of any federal, state or local income or excise tax. Further, the Investor was granted the right to designate one non-voting observer on the Board of Directors. Such governance rights may impact our ability to run our business and may adversely affect the trading price of our common stock.
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The Fundamental Change redemption feature of our Series C Preferred Units may make it more difficult for a party to take over our Company or Operating Partnership or discourage a party from taking over our Company or Operating Partnership.
Upon the occurrence of Fundamental Change, holders of our Series C Preferred Units will have the right to redeem all of their Series C Preferred Units for cash at a price determined in accordance with the certificate of designation. The Fundamental Change redemption features of our Series C Preferred Units may have the effect of discouraging a third-party from making an acquisition proposal for our Company or Operating Partnership or of delaying, deferring or preventing certain change of control transactions of our Company or Operating Partnership under circumstances that otherwise could provide the holders of our Common Stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.
OP units issued upon exercise of the Warrants would be immediately redeemable, for cash or shares of Common Stock at the Company’s option. The exercise of such Warrants and potential redemption of the converted OP Units for shares of Common Stock could have an immediate dilutive effect on the ownership interests of our common stockholders.
On August 26, 2024 (the “Initial Issue Date”), the Company issued 11,760,000 Warrants to the Investor. The Warrants will become exercisable for either OP Units or cash on the fifth anniversary of the Initial Issue Date (the “Exercise Period”), provided, however, that if the volume-weighted average price of the Common Stock for the ninety (90) consecutive trading days ending on the fifth anniversary of the Initial Issue Date is equal to or less than the applicable conversion price of the Warrants in effect at such date, then the Exercise Period shall be extended until the seventh anniversary of the Initial Issue Date. The conversion price of the Warrants may be automatically adjusted pursuant to the terms of the Warrants for, among other things, stock splits and the payment of dividends, including regular quarterly cash dividends on our common stock. All OP Units received upon exercise of the Warrants may be immediately tendered for redemption for cash or for shares of Common Stock at the Company’s option, subject to the terms and conditions set forth in the Warrant Agreement and the Partnership Agreement. To the extent the Warrants are exercised for OP Units and such OP Units are redeemed for shares of Common Stock, our existing common stockholders would experience an immediate, and potentially significant, dilutive effect on their ownership interest in the Company, which could cause the market price of our Common Stock to be materially adversely affected.
Furthermore, pursuant to the Registration Rights Agreement, dated as of August 26, 2024, by and among the Company, the Operating Partnership and the Investor, the holders of our Warrants have registration rights which provide for customary “demand” and “piggyback” registration rights for the Common Stock issuable upon the exercise of the Warrants. We will bear all costs in connection with registration of the Common Stock issuable upon the exercise of the Warrants. Sales of Common Stock issuable upon the exercise of the Warrants, or the perception in the market that the holders of a large number of holders of shares of our Common Stock intend to sell shares of Common Stock, could reduce the market price of our Common Stock.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
None.
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ITEM 5. Other Information
(a)
Amended Credit Facility
In November 2024, the Operating Partnership entered into an amended and restated unsecured credit facility (the “Amended Credit Facility”), which expanded the borrowing capacity of the existing $350 million unsecured revolving line of credit with KeyBank National Association (“KeyBank”), the guarantors from time to time party thereto and the other lenders party thereto (the “Credit Facility”). The Amended Credit Facility is comprised of an unsecured revolving line of credit up to $500 million and a $100 million term loan, each of which mature in November 2028 and may be extended by one additional year, subject to the satisfaction of certain conditions. Borrowings under the Amended Credit Facility bear interest at either (1) the base rate (determined as the highest of (a) KeyBank’s prime rate, (b) the Federal Funds rate plus 0.50% and (c) the Adjusted Term SOFR for a one month tenor plus 1.0% or (2) SOFR, plus, in either case, a spread (A) between 35 and 90 basis points for revolver base rate loans or between 135 and 190 basis points for revolver SOFR rate loans and (B) between 30 and 85 basis points for term base rate loans or between 130 and 185 basis points for term SOFR rate loans, with the amount of the spread depending on the Company’s total leverage ratio. The other terms of the Amended Credit Facility remain unchanged from those previously disclosed.
As of September 30, 2024, the outstanding balance under the Credit Facility was $196.4 million.
(b) None.
(c) None of our directors or executive
officers
ITEM 6. Exhibits
_____________
| * | Filed herewith |
| ** | Furnished herewith |
| † | Portions of the exhibit have been omitted. An unredacted copy of the agreement and a copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLYMOUTH INDUSTRIAL REIT, INC.
By: /s/ Jeffrey E. Witherell
Jeffrey E. Witherell,
Chief Executive Officer and
Chairman of the Board of Directors
By: /s/ Anthony Saladino
Anthony Saladino,
Chief Financial Officer
Dated: November 12, 2024
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