UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2024 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: 001-38106 PLYMOUTH INDUSTRIAL REIT, INC. (Exact name of registrant as specified in its charter) Maryland 27-5466153 FORM 10-Q (Mark One) (State o ...

Introduction [Opening Remarks and Procedural Changes](index=2&type=section&id=Opening%20Remarks%20and%20Procedural%20Changes) The company altered its disclosure timing to provide analysts with earlier access to earnings materials - The company has changed its disclosure timing, releasing earnings materials the afternoon prior to the call to allow more time for review[3](index=3&type=chunk)[4](index=4&type=chunk)[7](index=7&type=chunk) Management's Strategic Overview [Key Strategic Themes for 2024](index=2&type=section&id=Key%20Strategic%20Themes%20for%202024) The company outlined four key strategic pillars for 2024 focused on onshoring, balance sheet strength, FFO growth, and shareholder returns - The company believes its markets in the 'Golden Triangle' are positioned to benefit from a **multi-decade trend of onshoring and near-shoring** of manufacturing[8](index=8&type=chunk) - The balance sheet is the **strongest in company history**, with leverage reduced to **6.5x net debt to EBITDA** and an anticipated operating range of **6.0x** during 2024[9](index=9&type=chunk) - Projecting a **3%+ increase in FFO per share** for 2024, driven primarily by portfolio operations and same-store NOI growth[10](index=10&type=chunk) - The Board approved a **6.7% dividend increase** for the first quarter, maintaining a **50-51% FFO payout ratio** based on 2024 guidance[11](index=11&type=chunk) 2024 Financial Guidance and Performance [Full-Year 2024 Guidance Details](index=3&type=section&id=Full-Year%202024%20Guidance%20Details) The 2024 guidance range is significantly influenced by the leasing outcome of a key FedEx facility in St Louis 2024 Guidance Assumptions | Guidance Scenario | Key Assumptions | | :--- | :--- | | **Low End** | FedEx St. Louis facility vacant from Aug 1st; buffered by a 125 bp improvement in portfolio expense recovery | | **Midpoint** | FedEx St. Louis facility remains tenanted; includes 25 bps of non-specific portfolio vacancy and credit loss | | **High End** | Accelerated lease-up in Chicago & another St. Louis property; savings in interest and general expenses | - The midpoint guidance was set to account for a range of possibilities regarding the FedEx lease, as the outcome could be less disruptive than the downside scenario[60](index=60&type=chunk) [Same-Store NOI and Quarterly Cadence](index=7&type=section&id=Same-Store%20NOI%20and%20Quarterly%20Cadence) Same-store NOI growth is expected to start slow and accelerate in the second half, mirroring the 2023 cadence - The quarterly performance cadence is expected to be **muted in Q1** due to weather and timing of professional fees, then ramp up in the second half of the year[48](index=48&type=chunk) - If the St Louis property (FedEx) were included in the same-store pool, the 2024 same-store NOI growth guidance range would have been **6.0% to 6.5%**[61](index=61&type=chunk) Portfolio Operations and Leasing Strategy [Leasing Activity and Key Vacancies](index=3&type=section&id=Leasing%20Activity%20and%20Key%20Vacancies) The company is actively managing key vacancies in St Louis and Chicago with a strong pipeline of prospects - For the FedEx property in St Louis (3919 Lakeview Corporate Drive), the ideal plan is to secure **one or two tenants**, and there has been some interest to date[16](index=16&type=chunk) - At 9150 Latty Ave in St Louis, a lease is being negotiated with a prospect who is working with the city on incentives[18](index=18&type=chunk) - The Chicago property at 16801 Exchange has a long list of prospects, and **RFPs are expected very shortly**[18](index=18&type=chunk) [Tenant Watchlist and Bad Debt](index=6&type=section&id=Tenant%20Watchlist%20and%20Bad%20Debt) The tenant watchlist remains stable, and the 2024 guidance includes a conservative bad debt assumption Bad Debt Comparison | Metric | Value (bps) | | :--- | :--- | | 2024 Guidance Assumption | 25 bps | | 2023 Realized Bad Debt | 12 bps | | Potential Watchlist Impact | < 10 bps | - The tenant watchlist has **not materially changed** in terms of its composition or size[38](index=38&type=chunk) [Impact of Onshoring on Demand](index=5&type=section&id=Impact%20of%20Onshoring%20on%20Demand) The company's strategy focuses on versatile warehouses that support ancillary services for large-scale manufacturing reshoring - The company is seeing increased leasing interest from **foreign, light manufacturing-oriented companies**, especially in markets like Atlanta[42](index=42&type=chunk) - The strategy is not to own pure manufacturing facilities but rather **utilitarian warehouses** that benefit from ancillary services supporting major manufacturing projects[33](index=33&type=chunk)[35](index=35&type=chunk) Capital Allocation and Growth Strategy [Acquisition and Transaction Market Outlook](index=4&type=section&id=Acquisition%20and%20Transaction%20Market%20Outlook) Management is tracking a significant pipeline, focusing on smaller, high-yield acquisitions in existing markets - The company is tracking a **$500 million pipeline** of potential opportunities as the transaction market becomes more active[23](index=23&type=chunk)[24](index=24&type=chunk) - The acquisition focus is on **small, one-off deals with higher cap rates**, which is how the company was originally built[24](index=24&type=chunk) - Opportunities are emerging from sellers facing debt maturities or re-tenanting challenges, with some properties trading at or below their acquisition prices from 2-3 years ago[52](index=52&type=chunk)[53](index=53&type=chunk) [Disposition and Development Strategy](index=5&type=section&id=Disposition%20and%20Development%20Strategy) The disposition strategy targets markets lacking scale, while development focuses on build-to-suit projects - The company may sell assets in markets where it does not have scale, such as **Milwaukee and Kansas City**, following the recent sale of its single New Jersey asset[26](index=26&type=chunk)[44](index=44&type=chunk) - Development activity is primarily driven by **build-to-suit opportunities** on existing vacant land[36](index=36&type=chunk) - The company is also open to **JV opportunities**, particularly for heavy value-add assets that require significant capital and leasing efforts[23](index=23&type=chunk)[54](index=54&type=chunk) Balance Sheet and Shareholder Returns [Leverage and Dividend Policy](index=2&type=section&id=Leverage%20and%20Dividend%20Policy) The company achieved its strongest balance sheet to date and increased its dividend to enhance shareholder returns Balance Sheet and Dividend Metrics | Metric | Value | | :--- | :--- | | Net Debt to EBITDA | 6.5x | | 2024 Target Leverage Range | ~6.0x | | Q1 2024 Dividend Increase | 6.7% | | 2024 FFO Payout Ratio Target | 50% - 51% |

Financial Data and Key Metrics Changes - The company reported a strong balance sheet with leverage reduced to 6.5x, marking seven consecutive quarters of improvement [5] - The company anticipates a 3% increase in FFO per share at the midpoint for 2024, driven by improved portfolio operations and same-store NOI growth [10] - A dividend increase of 6.7% was announced, effective in the first quarter, while maintaining an FFO payout ratio of 50% to 51% based on 2024 guidance [11] Business Line Data and Key Metrics Changes - The company is focused on accretive growth in 2024, primarily through improved portfolio operations and leasing [10] - The guidance for 2024 includes assumptions about vacancy rates and credit loss, with specific properties in St. Louis and Chicago being highlighted for their leasing potential [13][34] Market Data and Key Metrics Changes - The company is optimistic about the Golden Triangle region benefiting from onshoring and near-shoring trends, which could enhance demand for their properties [30] - There is a noted increase in interest from foreign companies in light manufacturing, particularly in Atlanta, indicating a potential growth area for leasing [40] Company Strategy and Development Direction - The company plans to be more active in the transaction market as opportunities arise, focusing on small one-off deals and potential joint ventures [31][36] - The strategy includes funding growth through asset sales, credit facilities, and possibly tapping into the investment-grade unsecured notes market [31] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the leasing strategy and the potential for accelerated lease-up in key properties, particularly in Chicago and St. Louis [13][34] - The company is monitoring the transaction market closely, with expectations of increased activity and favorable cap rates for acquisitions [64] Other Important Information - The company has identified Texas as a future market of interest but remains focused on current operations within the Golden Triangle [37] - There is an ongoing assessment of the tenant watch list, with minimal changes noted, indicating stability in tenant performance [24] Q&A Session Summary Question: What factors are embedded in the guidance range around development leasing? - The guidance includes assumptions about vacancy and credit loss, with confidence in leasing up properties in the second half of the year [13] Question: What is the company's preference between traditional acquisitions and potential JV solutions? - The company is agnostic and will pursue opportunities based on the asset's needs and potential for value addition [16] Question: How is the onshoring trend impacting demand in the leasing pipeline? - While results have been limited, there has been significant activity in Atlanta related to new buildings that are now fully leased [57] Question: What is the expected cadence of same-store growth in 2024? - The company anticipates a similar quarterly cadence to 2023, with Q1 being muted due to weather impacts, ramping up in the second half [62] Question: What is the probability of transacting in the current market? - The company is tracking smaller one-off deals and is interested in properties that may need refinancing or have expiring leases [64]

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that forward-looking statements are based on current views and assumptions, and actual results may differ materially due to various risks, with no obligation to update them unless legally required [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section cautions that forward-looking statements, based on current assumptions, may differ materially from actual results due to various risks, with no obligation for updates unless legally required - Forward-looking statements are based on current views and assumptions, but actual results may differ materially due to unforeseen factors and risks[13](index=13&type=chunk)[14](index=14&type=chunk) - The company is not obligated to update or revise any forward-looking statements unless required by law[14](index=14&type=chunk) [Risk Factors for Forward-Looking Statements](index=3&type=section&id=Risk%20Factors%20for%20Forward-Looking%20Statements) A variety of risks and factors could cause actual results to differ from forward-looking statements, including interest rate fluctuations, financing risks, competitive environment, and regulatory changes - Key risks include general interest rates, financing risks (insufficient cash flow, inability to refinance), competitive environment, and real estate risks (fluctuations in values, vacancy rates, tenant defaults)[15](index=15&type=chunk) - Other significant risks are acquisition failures, natural disasters, changes in laws/regulations (including REIT tax laws), insufficient insurance, litigation, and environmental liabilities[15](index=15&type=chunk) [Glossary](index=4&type=section&id=Glossary) This section defines key terms used in the Annual Report on Form 10-K, ensuring clarity and consistent understanding of company-specific and market-related terminology [Key Definitions](index=4&type=section&id=Key%20Definitions) This section defines key terms used in the Annual Report on Form 10-K, ensuring clarity and consistent understanding of company-specific and market-related terminology - The **Company Portfolio** consists of **156 wholly-owned industrial properties** (distribution centers, warehouses, light industrial, small bay industrial) as of December 31, 2023[18](index=18&type=chunk) - **'Primary markets'** refer to Chicago and Atlanta, each with over **300 million square feet** of industrial space[18](index=18&type=chunk) - **'Secondary markets'** are non-primary markets with **100-300 million square feet** of industrial space, including cities like Austin, Baltimore, Boston, Charlotte, Cincinnati, Cleveland, Columbus, Dallas, Detroit, Houston, Indianapolis, Jacksonville, Kansas City, Memphis, Milwaukee, Nashville, Norfolk, Orlando, Philadelphia, Pittsburgh, Raleigh/Durham, San Antonio, South Florida, St Louis and Tampa[18](index=18&type=chunk) Part I [ITEM 1. BUSINESS](index=5&type=section&id=ITEM%201.%20BUSINESS) Plymouth Industrial REIT, Inc. is a self-managed UPREIT focused on acquiring and managing 156 industrial properties (34.0 million sq ft, 98.1% occupied) in U.S. primary and secondary markets - Plymouth Industrial REIT, Inc. is a self-administered and self-managed REIT specializing in industrial properties (distribution centers, warehouses, light industrial, small bay industrial) in primary and secondary U.S. markets[20](index=20&type=chunk) Company Portfolio Snapshot (as of December 31, 2023) | Metric | Value | | :--------------------------- | :-------------------- | | Number of Properties | 156 | | Number of Buildings | 211 | | Total Rentable Square Feet | 34.0 million | | Occupancy Rate | 98.1% | | Number of Tenants | 465 | | Equity Interest in Operating Partnership | 98.9% | [Overview](index=5&type=section&id=Overview) Plymouth Industrial REIT, Inc., a NYSE-traded UPREIT, holds a 98.9% equity interest in its Operating Partnership, managing 156 industrial properties (34.0 million sq ft, 98.1% leased) - The company was founded in March 2011 and is publicly traded on the NYSE under the symbol **'PLYM'**[20](index=20&type=chunk) - As of December 31, 2023, the Company owned a **98.9% equity interest** in its Operating Partnership, Plymouth Industrial OP, LP[21](index=21&type=chunk) - The portfolio consists of **156 industrial properties** (211 buildings) with approximately **34.0 million rentable square feet**, **98.1% leased** to **465 tenants**[22](index=22&type=chunk) [Investment Strategy](index=5&type=section&id=Investment%20Strategy) The investment strategy targets industrial properties in primary and secondary markets for superior cash flow and appreciation, pursuing value-add opportunities and joint ventures - The core strategy is to acquire industrial properties in primary and secondary markets, and select sub-markets, focusing on logistics corridors with skilled labor[23](index=23&type=chunk) - The strategy targets properties with below-market rents and near-term lease expirations for renewal at market rates, and multi-tenant properties benefiting from value-add management[25](index=25&type=chunk) - Joint venture arrangements with institutional partners are also pursued for management fee income, residual profit-sharing, and opportunistic/value-add investments[25](index=25&type=chunk) [Investment Criteria](index=6&type=section&id=Investment%20Criteria) Investment criteria prioritize industrial properties in primary and secondary markets for higher yields and lower volatility, supported by proactive asset management to maximize cash flows - Investment strategy focuses on primary and secondary markets due to higher yields, less institutional competition, fragmented ownership, limited new supply, and lower occupancy/rental rate volatility[31](index=31&type=chunk) - Proactive asset management, including strategic planning, centralized leasing, and oversight of third-party property management, is used to maximize cash flows and maintain high retention rates[27](index=27&type=chunk)[28](index=28&type=chunk) [Financing Strategy](index=6&type=section&id=Financing%20Strategy) The financing strategy employs public offerings and debt for acquisitions, targeting a long-term debt-to-value ratio below 50% and utilizing OP units for tax-deferred transactions - The financing strategy involves using public offering proceeds and additional indebtedness (revolving credit facility, term loans, mortgages) for property acquisitions[29](index=29&type=chunk) - The company targets a long-term debt-to-value ratio of **less than 50%**[29](index=29&type=chunk) - OP units are anticipated to be used for tax-deferred property acquisitions[29](index=29&type=chunk) [Competition](index=6&type=section&id=Competition) The company competes for property acquisitions and leasing, leveraging its public entity status and UPREIT structure for capital access and tax-efficient acquisitions - Competition for acquisitions comes from public and non-traded REITs, private real estate funds, and local investors[30](index=30&type=chunk) - The company leverages its public entity status for capital access and its UPREIT structure for tax-efficient acquisitions via OP units, providing a competitive advantage[31](index=31&type=chunk) [Regulation](index=7&type=section&id=Regulation) Properties are subject to federal, state, and local regulations, including ADA and environmental laws, with blanket insurance covering most but not all extraordinary losses - Properties must comply with Title III of the ADA, and noncompliance could lead to additional costs, fines, or damages[33](index=33&type=chunk)[34](index=34&type=chunk) - The company is subject to environmental laws, potentially incurring cleanup costs or liabilities for contamination, even if not responsible[35](index=35&type=chunk)[37](index=37&type=chunk) - Commercial property, liability, and terrorism coverage is maintained under a blanket policy, but certain extraordinary losses (e.g., riots, war, earthquakes, wildfires in non-high-risk areas) are generally uninsured[39](index=39&type=chunk) [Human Capital](index=8&type=section&id=Human%20Capital) As of December 31, 2023, the company had 43 non-unionized employees, fostering an inclusive culture with competitive compensation and benefits to attract and retain talent - As of December 31, 2023, the company had **43 full-time employees**, with approximately **40% female** and **40% in managerial roles**[40](index=40&type=chunk)[41](index=41&type=chunk) - Compensation and benefits include medical/dental insurance, retirement plans, disability insurance, and restricted stock grants to attract and retain talent[42](index=42&type=chunk) [Legal Proceedings](index=8&type=section&id=Legal%20Proceedings) The company is not currently involved in material legal proceedings, and management expects future actions will not materially affect financial condition or operations - The company is not currently a party to any material legal proceedings[43](index=43&type=chunk) - Management expects that future legal actions, if any, would not have a material adverse effect on financial condition or results of operations[43](index=43&type=chunk) [Our Corporate Information](index=8&type=section&id=Our%20Corporate%20Information) The company's principal offices are in Boston, Massachusetts, with SEC filings (10-K, 10-Q, 8-K) available on its website and the SEC's website - Principal executive offices are located at 20 Custom House Street, 11th Floor, Boston, Massachusetts 02110[44](index=44&type=chunk) - SEC filings (10-K, 10-Q, 8-K) are available on the company's website (www.plymouthreit.com) and the SEC's website (www.sec.gov)[44](index=44&type=chunk) [ITEM 1A. RISK FACTORS](index=9&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section details significant risks across business, operations, indebtedness, organizational structure, and REIT status that could materially affect the company's financial performance and stock price - The company's business is highly concentrated in the industrial real estate sector, making it vulnerable to economic downturns in this specific market[53](index=53&type=chunk) - A substantial majority of leases are with non-investment grade tenants, increasing the risk of defaults and potentially impacting cash flows and cost of capital[72](index=72&type=chunk) - Failure to maintain REIT qualification would lead to significant adverse tax consequences, substantially reducing funds available for distribution and potentially impairing business expansion and capital raising[149](index=149&type=chunk) [Summary of Risk Factors](index=9&type=section&id=Summary%20of%20Risk%20Factors) This section summarizes primary risk categories, including business, operations, indebtedness, real estate industry, broader economy, organizational structure, and REIT status - Risks are broadly categorized into business and operations, indebtedness, real estate industry and broader economy, organizational structure, and REIT status[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) [Risks Related to Our Business and Operations](index=10&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Operations) Risks include portfolio concentration, tenant defaults, acquisition challenges, integration difficulties, uninsured losses, and real estate illiquidity, potentially impacting financial results - The portfolio's concentration in industrial real estate and specific primary/secondary markets makes it vulnerable to economic downturns and adverse local developments[53](index=53&type=chunk)[55](index=55&type=chunk) - Significant risks include potential defaults by single or non-investment grade tenants, inability to renew leases or re-lease vacant space at favorable rates, and challenges in identifying and financing new acquisitions[54](index=54&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - Acquisition activities may lead to debt, stock dilution, integration difficulties, and undisclosed liabilities; uninsured losses from natural disasters and the illiquidity of real estate assets could also harm financial results[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[97](index=97&type=chunk) [Risks Related to Our Indebtedness](index=16&type=section&id=Risks%20Related%20to%20Our%20Indebtedness) Significant indebtedness ($873.4 million) exposes the company to default, rising interest rates, and restrictive covenants, increasing financial vulnerability despite hedging efforts - As of December 31, 2023, the company had approximately **$873.4 million** in total consolidated indebtedness, posing a risk of default[85](index=85&type=chunk) - Increased interest rates or prolonged high rates could significantly raise interest expense on unhedged variable rate debt (**$55.4 million** as of Dec 31, 2023) and increase refinancing costs[89](index=89&type=chunk) - Loan agreements contain restrictive covenants that could limit business activities, and failure to comply could lead to accelerated debt obligations and foreclosure on secured properties[91](index=91&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [Risks Related to the Real Estate Industry and the Broader Economy](index=18&type=section&id=Risks%20Related%20to%20the%20Real%20Estate%20Industry%20and%20the%20Broader%20Economy) Performance is sensitive to real estate market conditions, economic factors, and pandemics, with risks from development, declining valuations, financing access, and environmental liabilities - Performance is subject to real estate risks such as local oversupply, tenant financial distress, vacancies, increased operating costs, and natural disasters[99](index=99&type=chunk) - Any resurgence of the COVID-19 pandemic or other public health crises could adversely affect tenant businesses, rent payments, and access to capital[101](index=101&type=chunk)[102](index=102&type=chunk) - Environmental laws expose the company to potential liabilities for contamination, cleanup costs, and fines, which could be substantial and affect property values or ability to sell/lease[118](index=118&type=chunk)[121](index=121&type=chunk)[124](index=124&type=chunk) [Risks Related to Our Organizational Structure](index=24&type=section&id=Risks%20Related%20to%20Our%20Organizational%20Structure) Success depends on key personnel, with potential conflicts of interest due to the UPREIT structure and provisions that may hinder a change of control or dilute ownership - The company's success is dependent on key personnel, particularly Jeffrey E. Witherell (CEO) and Anthony Saladino (CFO), whose departure could negatively impact business and growth[128](index=128&type=chunk)[129](index=129&type=chunk) - Conflicts of interest may arise between the interests of stockholders and holders of OP units, as the general partner may prioritize company/stockholder interests[130](index=130&type=chunk)[131](index=131&type=chunk) - Provisions in the charter, bylaws, partnership agreement, and Maryland law may delay or prevent a change of control transaction, potentially limiting stockholder opportunities for a premium[133](index=133&type=chunk)[134](index=134&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk) [Risks Related to Our Status as a REIT](index=28&type=section&id=Risks%20Related%20to%20Our%20Status%20as%20a%20REIT) Failure to maintain REIT qualification would lead to significant adverse tax consequences, reducing funds for stockholders and requiring continuous compliance with complex asset, income, and distribution tests - Losing REIT qualification would subject the company to federal income tax at corporate rates, eliminate distribution deductions, and reduce cash available for operations and distributions[149](index=149&type=chunk) - Maintaining REIT status requires satisfying complex tests on asset ownership, income sources, and annual distributions (at least **90% of taxable income**), which may force the company to liquidate investments or borrow funds under unfavorable conditions[153](index=153&type=chunk)[156](index=156&type=chunk) - Dividends from REITs generally do not qualify for reduced tax rates available for other dividends, potentially making REIT investments less attractive to individual investors[154](index=154&type=chunk) [Other General Risks](index=31&type=section&id=Other%20General%20Risks) Cybersecurity breaches and IT disruptions pose risks to data and operations, while evolving ESG factors may impose costs and affect capital raising - Cybersecurity threats, including attacks and intrusions, pose risks to IT systems, potentially leading to data compromise, operational disruptions, misstated financial reports, and reputational damage[159](index=159&type=chunk)[161](index=161&type=chunk) - Increased focus on ESG factors by investors and stakeholders may impose additional costs and risks, and failure to participate or score well in rating systems could impair capital raising[162](index=162&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=31&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[163](index=163&type=chunk) [ITEM 1C. CYBERSECURITY](index=31&type=section&id=ITEM%201C.%20CYBERSECURITY) The company implements a NIST-based cybersecurity risk management program, overseen by the Board's Cybersecurity Committee, with management responsible for threat assessment and management - The company has a cybersecurity risk management program based on the NIST Cybersecurity Framework, integrated into its enterprise risk management[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - Key components include risk assessments, a dedicated security team, use of external service providers, employee training, an incident response plan, and third-party cyber risk management[172](index=172&type=chunk) - The Board of Directors' Cybersecurity Committee oversees the program, receiving regular reports, while management's committee (CFO and Director of IT) is responsible for assessing and managing threats[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) [ITEM 2. PROPERTIES](index=33&type=section&id=ITEM%202.%20PROPERTIES) As of December 31, 2023, the portfolio comprised 156 industrial properties (34.0 million sq ft, 98.1% occupied) across 12 states, diversified by functionality and geography, with a 3.3-year weighted average lease term - As of December 31, 2023, the Company Portfolio comprised **156 industrial properties** (211 buildings) across twelve states, with approximately **34.0 million rentable square feet** and **98.1% occupancy**[173](index=173&type=chunk)[176](index=176&type=chunk) Functionality Diversification (as of December 31, 2023) | Property Type | Number of Properties | Occupancy | Rentable Square Feet | Percentage of Total Rentable Square Feet | Annualized Base Rent | Percentage of Annualized Base Rent | | :--------------------------- | :------------------- | :-------- | :------------------- | :--------------------------------------- | :------------------- | :------------------------------- | | Warehouse/Distribution | 96 | 98.3% | 21,677,544 | 63.7% | $84,902,285 | 56.3% | | Warehouse/Light Manufacturing | 38 | 97.6% | 8,877,785 | 26.1% | $39,790,739 | 26.4% | | Small Bay Industrial | 22 | 97.7% | 3,469,772 | 10.2% | $26,054,286 | 17.3% | | **Total Company Portfolio** | **156** | **98.1%** | **34,025,101** | **100%** | **$150,747,310** | **100%** | Geographic Diversification by Annualized Rent (as of December 31, 2023) | Market | Number of Properties | Occupancy | Rentable Square Feet | Percentage of Rentable Square Feet | Annualized Base Rent | Percentage of Annualized Base Rent | | :----------- | :------------------- | :-------- | :------------------- | :------------------------------- | :------------------- | :------------------------------- | | Chicago | 39 | 99.6% | 6,624,335 | 19.5% | $30,279,237 | 20.1% | | Memphis | 25 | 96.6% | 4,783,046 | 14.1% | $17,858,182 | 11.8% | | Indianapolis | 17 | 95.6% | 4,085,169 | 12.0% | $15,140,367 | 10.0% | | Cleveland | 16 | 98.6% | 3,979,209 | 11.7% | $18,554,921 | 12.3% | | Columbus | 15 | 100.0% | 3,757,614 | 11.0% | $13,628,907 | 9.0% | | St. Louis | 12 | 99.4% | 3,219,689 | 9.4% | $15,212,883 | 10.1% | | Atlanta | 11 | 99.9% | 2,086,835 | 6.1% | $9,754,395 | 6.5% | | Cincinnati | 10 | 95.0% | 2,710,964 | 8.0% | $10,816,501 | 7.2% | | Jacksonville | 8 | 99.6% | 2,132,396 | 6.3% | $15,596,150 | 10.4% | | Kansas City | 1 | 69.1% | 221,911 | 0.6% | $557,666 | 0.4% | | Boston | 1 | 100.0% | 268,713 | 0.8% | $2,118,917 | 1.4% | | Charlotte | 1 | 100.0% | 155,220 | 0.5% | $1,229,184 | 0.8% | | **Total Company Portfolio** | **156** | **98.1%** | **34,025,101** | **100%** | **$150,747,310** | **100%** | Lease Expirations (as of December 31, 2023) | Year of Expiration | Total Rentable Square Feet | Percentage of Rentable Square Feet | Annualized Base Rent | Percentage of Annualized Base Rent | | :----------------- | :------------------------- | :------------------------------- | :------------------- | :------------------------------- | | Available | 659,424 | 1.9% | $— | — | | 2024 | 4,580,860 | 13.5% | $20,209,067 | 13.4% | | 2025 | 7,914,431 | 23.3% | $35,008,462 | 23.2% | | 2026 | 5,310,169 | 15.6% | $25,270,933 | 16.7% | | **Total Company Portfolio** | **34,025,101** | **100%** | **$150,747,310** | **100%** | [ITEM 3. LEGAL PROCEEDINGS](index=38&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in material legal proceedings, and routine lawsuits are not expected to materially affect financial statements - The company is not currently a party to any material legal proceedings[194](index=194&type=chunk) - Management expects that the resolution of any future legal actions would not have a material adverse effect on consolidated financial statements[194](index=194&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - This item is not applicable[195](index=195&type=chunk) Part II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=39&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) As of February 19, 2024, 45.4 million common shares were outstanding (NYSE: PLYM); the company declares quarterly dividends to maintain REIT status, distributing at least 90% of taxable income - As of February 19, 2024, there were **45,382,076 shares of common stock** outstanding, traded on the NYSE under **'PLYM'**[198](index=198&type=chunk)[199](index=199&type=chunk) - The company's policy is to declare quarterly dividends to comply with REIT provisions, distributing at least **90%** (and typically **100%**) of its REIT taxable income[200](index=200&type=chunk)[201](index=201&type=chunk) - Distributions may exceed earnings and profits due to depreciation and amortization, potentially being treated as a return of capital for tax purposes[202](index=202&type=chunk) [ITEM 6. RESERVED](index=40&type=section&id=ITEM%206.%20RESERVED) This item is reserved and contains no information - This item is reserved[207](index=207&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=41&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial condition and results, covering strategy, influencing factors, critical accounting, comparative performance, key financial metrics, cash flow, liquidity, and indebtedness - The company's core strategy is to acquire, own, and manage single and multi-tenant industrial properties in primary and secondary U.S. markets to generate attractive risk-adjusted returns[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) Key Financial Performance (Year Ended December 31, 2023 vs. 2022) | Metric | 2023 (in thousands) | 2022 (in thousands) | Change (in thousands) | % Change | | :----------------------------------- | :------------------ | :------------------ | :-------------------- | :------- | | Total Revenues | $199,848 | $183,536 | $16,312 | 8.9% | | Total Operating Expenses | $170,337 | $167,852 | $2,485 | 1.5% | | Interest Expense | $(38,278) | $(32,217) | $(6,061) | 18.8% | | Gain on Sale of Real Estate | $22,646 | $0 | $22,646 | 0% | | Net Income (Loss) | $13,807 | $(17,096) | $30,903 | 180.8% | | Net Cash Provided by Operating Activities | $81,872 | $72,228 | $9,644 | 13.35% | - The company had available liquidity of approximately **$220.8 million** as of December 31, 2023, comprising **$26.2 million** in cash and **$194.6 million** in borrowing capacity on its KeyBank unsecured line of credit[262](index=262&type=chunk) [Overview](index=41&type=section&id=Overview_MD%26A) The company is a full-service REIT managing 156 industrial properties (34.0 million sq ft) in primary and secondary U.S. markets, leased to 465 tenants - The company's portfolio includes **156 industrial properties** across twelve states, with approximately **34.0 million rentable square feet** leased to **465 tenants**[209](index=209&type=chunk) - The strategy aims to generate attractive risk-adjusted returns through dividends and capital appreciation by acquiring properties in primary and secondary markets[210](index=210&type=chunk) [Factors That May Influence Future Results of Operations](index=41&type=section&id=Factors%20That%20May%20Influence%20Future%20Results%20of%20Operations) Future results depend on investment strategy execution, occupancy, lease rates (with 36.6% of leases expiring by 2025), and managing property and administrative expenses - The company's strategy focuses on primary and secondary markets due to perceived lower occupancy/rental rate volatility and less buyer competition[212](index=212&type=chunk) - Rental revenue is primarily driven by occupancy levels and lease rates; the portfolio was **98.1% occupied** as of December 31, 2023[214](index=214&type=chunk) - **36.6% of annualized base rent leases** are scheduled to expire between January 1, 2024, and December 31, 2025, providing opportunities to adjust rents to market conditions[215](index=215&type=chunk) [Critical Accounting Estimates](index=42&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve significant judgment in purchase price allocation for acquired real estate and quarterly impairment assessments of long-lived assets, based on market assumptions - Judgments regarding the allocation of purchase price for acquired real estate properties to land, buildings, tenant improvements, mortgage debt, and deferred leasing intangibles are critical accounting estimates[222](index=222&type=chunk) - The company assesses long-lived assets (primarily real estate) for impairment quarterly, comparing carrying value to estimated future undiscounted cash flows[223](index=223&type=chunk)[224](index=224&type=chunk) - No impairment of real estate properties was determined as of December 31, 2023, or 2022[224](index=224&type=chunk) [Critical Accounting Policies](index=43&type=section&id=Critical%20Accounting%20Policies) Key accounting policies include real estate impairment, acquisition accounting, derivative instruments, hedging, and revenue recognition, all requiring subjective judgments and estimates - Key accounting policies include evaluating real estate asset impairment and accounting for acquisitions, both requiring significant subjective judgments and estimates[226](index=226&type=chunk) - Derivative instruments are recorded at fair value, with accounting for changes depending on hedge designation and effectiveness[228](index=228&type=chunk) - Revenue from real estate operations is recognized on a straight-line basis, with collectability of lease receivables assessed at commencement and throughout the lease term[232](index=232&type=chunk) [Results of Operations (Year Ended December 31, 2023, Compared to Year Ended December 31, 2022)](index=44&type=section&id=Results%20of%20Operations%20%28Year%20Ended%20December%2031%2C%202023%2C%20Compared%20to%20Year%20Ended%20December%2031%2C%202022%29) Total revenues increased 8.9% to $199.8 million in 2023, with net income improving from a $17.1 million loss to a $13.8 million gain, driven by real estate sales and reduced debt extinguishment loss Consolidated Results of Operations (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Change ($) | Change (%) | | :----------------------------------- | :---------------------- | :---------------------- | :--------- | :--------- | | Total Revenues | $199,848 | $183,536 | $16,312 | 8.9% | | Total Operating Expenses | $170,337 | $167,852 | $2,485 | 1.5% | | Interest Expense | $(38,278) | $(32,217) | $(6,061) | 18.8% | | Loss on Extinguishment of Debt | $(72) | $(2,176) | $2,104 | (96.7%) | | Gain on Sale of Real Estate | $22,646 | $0 | $22,646 | 0% | | Net Income (Loss) | $13,807 | $(17,096) | $30,903 | 180.8% | - Rental revenue increased by **$16.3 million (8.9%)** to **$199.8 million** in 2023, primarily from acquisitions/dispositions (**$10.3 million**) and same-store growth (**$6.0 million**)[236](index=236&type=chunk) - Interest expense increased by **$6.1 million (18.8%)** to **$38.3 million** in 2023 due to higher interest rates and increased borrowings[240](index=240&type=chunk) [Supplemental Earnings Measures](index=45&type=section&id=Supplemental%20Earnings%20Measures) Supplemental non-GAAP measures (NOI, EBITDAre, FFO, Core FFO, AFFO) provide insights into core operating performance by excluding non-cash and non-comparable items - NOI, EBITDAre, FFO, Core FFO, and AFFO are non-GAAP measures used to supplement net income, providing insights into core operations by excluding non-cash items like depreciation[245](index=245&type=chunk)[246](index=246&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) Supplemental Earnings Measures (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :------------- | :---------------------- | :---------------------- | :---------------------- | | NOI | $137,218 | $126,841 | $92,634 | | EBITDAre | $122,402 | $110,849 | $79,212 | | FFO | $84,052 | $78,484 | $55,139 | | Core FFO | $81,700 | $74,235 | $54,175 | | AFFO | $76,824 | $66,498 | $42,967 | [Cash Flow](index=47&type=section&id=Cash%20Flow) Operating cash flow increased by $9.6 million, investing cash flow decreased by $252.3 million (fewer acquisitions), and financing cash flow decreased by $254.8 million (lower debt/equity proceeds, higher redemptions) Summary of Cash Flows (in thousands) | Cash Flow Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :----------------------------------- | :---------------------- | :---------------------- | | Net cash provided by operating activities | $81,872 | $72,228 | | Net cash used in investing activities | $(79) | $(252,357) | | Net cash (used in) provided by financing activities | $(86,802) | $167,968 | - Net cash provided by operating activities increased by approximately **$9.6 million** in 2023, driven by incremental operating cash flows from developments and Same Store properties[256](index=256&type=chunk) - Net cash used in investing activities decreased by approximately **$252.3 million** in 2023, primarily due to a decrease in property acquisitions (**$0 in 2023 vs. $197.1 million in 2022**) and reduced capital expenditures[257](index=257&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains flexible liquidity, meeting short-term needs via cash and operations, and long-term needs via various financing methods, with $220.8 million available liquidity as of December 31, 2023 - Short-term liquidity needs (operating expenses, debt service, G&A, capital expenditures) are met through existing cash, operating cash flow, and future offerings[260](index=260&type=chunk) - Long-term liquidity needs (acquisitions, capital expenditures, debt maturities) are met through operating cash flow, long-term borrowings, equity/debt issuances, property dispositions, and joint ventures[261](index=261&type=chunk) - As of December 31, 2023, available liquidity was approximately **$220.8 million**, consisting of **$26.2 million** in cash and **$194.6 million** from the KeyBank unsecured line of credit[262](index=262&type=chunk) [Variable Interest Rates](index=48&type=section&id=Variable%20Interest%20Rates) The company faces interest rate risk from $605.4 million in variable rate debt, mostly hedged by swaps, with $55.4 million unhedged and a 25 bps rate increase impacting 2023 interest expense by $214 thousand - As of December 31, 2023, the company had **$605.4 million** in outstanding variable rate debt[264](index=264&type=chunk) - All variable debt was fixed with interest rate swaps through maturity, except for **$55.4 million** of the KeyBank unsecured line of credit[264](index=264&type=chunk) - A **25 basis point increase** in the average interest rate on unhedged variable borrowings would have increased 2023 interest expense by approximately **$214 thousand**[264](index=264&type=chunk) [Existing Indebtedness as of December 31, 2023](index=49&type=section&id=Existing%20Indebtedness%20as%20of%20December%2031%2C%202023) Total indebtedness as of December 31, 2023, was $873.4 million, including secured, unsecured, and line of credit borrowings, with most unsecured debt hedged by interest rate swaps Indebtedness Summary (as of December 31, 2023, in thousands) | Loan Type | Outstanding Balance | Interest Rate | Maturity Date | | :-------------------------------- | :------------------ | :------------ | :------------ | | Secured Debt | $267,964 | 2.97%-4.35% | Aug 2024 - Aug 2028 | | Unsecured Debt ($100m KeyBank Term Loan) | $100,000 | 3.10% | Aug 2026 | | Unsecured Debt ($200m KeyBank Term Loan) | $200,000 | 3.13% | Feb 2027 | | Unsecured Debt ($150m KeyBank Term Loan) | $150,000 | 4.50% | May 2027 | | KeyBank Unsecured Line of Credit | $155,400 | 6.62% | Aug 2025 | | **Total Indebtedness** | **$873,364** | | | - As of December 31, 2023, the **$100 million, $150 million, and $200 million KeyBank Term Loans** had their one-month term SOFR swapped to fixed rates of **1.504%, 2.904%, and 1.527%** respectively[267](index=267&type=chunk) - **$100 million** of the KeyBank unsecured line of credit's outstanding borrowings was swapped to a fixed USD-SOFR rate of **4.754%**[267](index=267&type=chunk) [2023 Debt Activity](index=49&type=section&id=2023%20Debt%20Activity) On November 1, 2023, the company fully repaid the $110.0 million AIG Loan using proceeds from its KeyBank unsecured line of credit - On November 1, 2023, the AIG Loan, with an outstanding balance of approximately **$110.0 million**, was fully repaid using proceeds from the KeyBank unsecured line of credit[268](index=268&type=chunk) [Stock Issuances](index=49&type=section&id=Stock%20Issuances) As of December 31, 2023, $532.7 million was available under the 2021 S-3 Filing; 2.2 million common shares were issued in 2023 for $49.5 million net proceeds under the ATM Program - As of December 31, 2023, **$532.7 million** was available for issuance under the 2021 **$750 Million S-3 Filing**[269](index=269&type=chunk) - In 2023, the company issued **2,200,600 shares of common stock** under the 2023 **$200 Million ATM Program**, generating approximately **$49.5 million** in net proceeds[271](index=271&type=chunk) - Approximately **$149.3 million** remains available for issuance under the 2023 **$200 Million ATM Program**[271](index=271&type=chunk) [Contractual Obligations and Commitments](index=50&type=section&id=Contractual%20Obligations%20and%20Commitments) Total contractual obligations were $1.01 billion as of December 31, 2023, with significant principal and interest payments due in the coming years, alongside executive employment agreements Contractual Obligations and Commitments (as of December 31, 2023, in thousands) | Obligation Type | Total | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | | :-------------------------------- | :---------- | :------- | :------- | :------- | :------- | :------- | :--------- | | Principal payments - secured debt | $267,964 | $23,041 | $4,810 | $62,582 | $17,486 | $160,045 | $— | | Principal payments - unsecured debt | $450,000 | $— | $— | $100,000 | $350,000 | $— | $— | | Principal payments - borrowings under line of credit | $155,400 | $— | $155,400 | $— | $— | $— | $— | | Interest payments - secured debt | $34,651 | $9,774 | $9,093 | $7,332 | $6,328 | $2,124 | $— | | Interest payments - unsecured debt | $65,920 | $16,110 | $16,110 | $16,110 | $14,818 | $2,772 | $— | | Interest payments - borrowings under line of credit | $17,441 | $10,282 | $7,159 | $— | $— | $— | $— | | Office Leases | $5,934 | $1,243 | $857 | $764 | $779 | $794 | $1,497 | | Ground Leases | $8,382 | $192 | $207 | $209 | $209 | $209 | $7,356 | | **Total Contractual Obligations** | **$1,005,692** | **$60,642** | **$193,636** | **$186,997** | **$389,620** | **$165,944** | **$8,853** | - The company has employment agreements with executive officers, providing for base salaries, discretionary cash/stock awards, and benefits[274](index=274&type=chunk) [Off-Balance Sheet Arrangements](index=50&type=section&id=Off-Balance%20Sheet%20Arrangements) The company had no off-balance sheet arrangements as of December 31, 2023 - The company had no off-balance sheet arrangements as of December 31, 2023[276](index=276&type=chunk) [Inflation](index=50&type=section&id=Inflation) Inflation increased significantly from 2021-2023, but contractual rent increases and tenant reimbursements are expected to partially offset its impact, with no material historical effect - Inflation significantly increased from 2021-2023, but the company believes contractual rent increases and tenant reimbursements for expenses may partially offset its impact[277](index=277&type=chunk) - Inflation has not had a material impact on the company's historical financial position or results of operations[277](index=277&type=chunk) [Interest Rate Risk](index=50&type=section&id=Interest%20Rate%20Risk) The company manages interest rate risk with swaps, hedging most variable rate debt, with $55.4 million of the KeyBank line unhedged and $15.4 million in derivative fair value expected to decrease interest expense - The company uses interest rate swap agreements to manage interest rate risk, with most variable rate debt fixed through maturity as of December 31, 2023, except for **$55.4 million** of the KeyBank unsecured line of credit[278](index=278&type=chunk) Outstanding Interest Rate Swaps (as of December 31, 2023, in thousands) | Swap Counterparty | Maturity Date | SOFR Interest Strike Rate | Notional Value | Fair Value (Dec 31, 2023) | | :------------------------ | :------------ | :------------------------ | :------------- | :------------------------ | | Capital One, N.A. | Feb 11, 2027 | 1.527% | $200,000 | $12,539 | | JPMorgan Chase Bank, N.A. | Aug 8, 2026 | 1.504% | $100,000 | $5,692 | | JPMorgan Chase Bank, N.A. | May 2, 2027 | 2.904% | $75,000 | $1,723 | | Wells Fargo Bank, N.A. | May 2, 2027 | 2.904% | $37,500 | $861 | | Capital One, N.A. | May 2, 2027 | 2.904% | $37,500 | $852 | | Wells Fargo Bank, N.A. | Nov 1, 2025 | 4.750% | $50,000 | $(577) | | JPMorgan Chase Bank, N.A. | Nov 1, 2025 | 4.758% | $25,000 | $(292) | | Capital One, N.A. | Nov 1, 2025 | 4.758% | $25,000 | $(292) | - The fair value of derivatives is classified as **Level 2**, and an estimated **$15.4 million** will be reclassified as a decrease to interest expense in the next twelve months[281](index=281&type=chunk)[282](index=282&type=chunk) [Recently Issued Accounting Standards](index=51&type=section&id=Recently%20Issued%20Accounting%20Standards) Recently issued accounting standards are not expected to materially impact the company's financial statements or operations, except as disclosed in Note 2 - Recently issued accounting standards are not expected to have a material impact on consolidated financial statements or operations, except as disclosed in Note 2[283](index=283&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=51&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) Market risk disclosures are incorporated by reference from Item 7, 'Management's Discussion and Analysis of Financial Condition and Results of Operations' - Information regarding quantitative and qualitative disclosure about market risk is incorporated by reference from Item 7[284](index=284&type=chunk) [ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=51&type=section&id=ITEM%208.%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) Consolidated financial statements and supplementary data are incorporated by reference from page F-1 of this Annual Report on Form 10-K - Consolidated Financial Statements and Supplementary Data are incorporated by reference from page F-1 of the Form 10-K[285](index=285&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=51&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with accountants on accounting and financial disclosure - There have been no changes in or disagreements with accountants on accounting and financial disclosure[286](index=286&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=51&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management, including CEO and CFO, concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2023, confirmed by PricewaterhouseCoopers LLP - As of December 31, 2023, the CEO and CFO concluded that disclosure controls and procedures were effective[288](index=288&type=chunk) - Management assessed and concluded that internal control over financial reporting was effective as of December 31, 2023, based on COSO criteria[291](index=291&type=chunk) - PricewaterhouseCoopers LLP audited and attested to the effectiveness of the company's internal control over financial reporting[292](index=292&type=chunk) [ITEM 9B. OTHER INFORMATION](index=52&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) No other information or Rule 10b5-1 trading arrangement adoptions/terminations by directors or executive officers were reported for Q4 2023 - No other information is reported[294](index=294&type=chunk) - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during Q4 2023[294](index=294&type=chunk) [ITEM 9C. HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT](index=52&type=section&id=ITEM%209C.%20HOLDING%20FOREIGN%20COMPANIES%20ACCOUNTABLE%20ACT) This item is not applicable to the company - This item is not applicable[295](index=295&type=chunk) Part III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=53&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Definitive Proxy Statement - Information is incorporated by reference from the 2024 Definitive Proxy Statement, expected to be filed by April 29, 2024[298](index=298&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=53&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information on executive compensation is incorporated by reference from the 2024 Definitive Proxy Statement - Information is incorporated by reference from the 2024 Definitive Proxy Statement, expected to be filed by April 29, 2024[299](index=299&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS](index=53&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) Information on security ownership of beneficial owners, management, and related shareholder matters is incorporated by reference from the 2024 Definitive Proxy Statement - Information is incorporated by reference from the 2024 Definitive Proxy Statement, expected to be filed by April 29, 2024[300](index=300&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE](index=53&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%20AND%20DIRECTOR%20INDEPENDENCE) Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Definitive Proxy Statement - Information is incorporated by reference from the 2024 Definitive Proxy Statement, expected to be filed by April 29, 2024[301](index=301&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND EXPENSES](index=53&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20EXPENSES) Information on principal accountant fees and expenses is incorporated by reference from the 2024 Definitive Proxy Statement - Information is incorporated by reference from the 2024 Definitive Proxy Statement, expected to be filed by April 29, 2024[302](index=302&type=chunk) Part IV [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=54&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists financial statements, Schedule III, and exhibits filed with the Annual Report on Form 10-K, including a detailed exhibit index - The section includes an Index to Consolidated Financial Statements and Financial Statement Schedule III[304](index=304&type=chunk)[305](index=305&type=chunk) - A comprehensive Exhibit Index details various documents, including corporate governance documents, employment agreements, loan agreements, and certifications[306](index=306&type=chunk)[308](index=308&type=chunk)[310](index=310&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=55&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company reports no Form 10-K Summary - There is no Form 10-K Summary[310](index=310&type=chunk) [SIGNATURES](index=56&type=section&id=SIGNATURES) [Signatures](index=56&type=section&id=Signatures) This section contains the required signatures of the CEO, CFO, and directors for the Annual Report on Form 10-K, certifying its submission on February 22, 2024 - The report is signed by Jeffrey E. Witherell (CEO) and Anthony Saladino (CFO), along with other directors, on February 22, 2024[313](index=313&type=chunk)[314](index=314&type=chunk) [INDEX TO CONSOLIDATED FINANCIAL STATEMENTS](index=57&type=section&id=INDEX%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Reports of Independent Registered Public Accounting Firm](index=58&type=section&id=Reports%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PricewaterhouseCoopers LLP issued an unqualified opinion on consolidated financial statements and internal control, noting real estate impairment assessment as a critical audit matter - PricewaterhouseCoopers LLP issued an unqualified opinion on the consolidated financial statements for the period ended December 31, 2023, and on the effectiveness of internal control over financial reporting[319](index=319&type=chunk)[320](index=320&type=chunk) - A critical audit matter was the assessment of impairment indicators of real estate properties, involving significant management and auditor judgment in evaluating anticipated holding periods, market conditions, and property operating performance[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk) [Consolidated Balance Sheets](index=60&type=section&id=Consolidated%20Balance%20Sheets) Consolidated balance sheets show total assets decreased from $1.52 billion to $1.44 billion, liabilities decreased to $953.7 million, and total equity increased to $488.2 million as of December 31, 2023 Consolidated Balance Sheet Highlights (in thousands) | Metric | December 31, 2023 | December 31, 2022 | Change ($) | Change (%) | | :----------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Real estate properties, net | $1,299,820 | $1,350,217 | $(50,397) | (3.7%) | | Total Assets | $1,441,899 | $1,521,318 | $(79,419) | (5.2%) | | Secured debt, net | $266,887 | $389,531 | $(122,644) | (31.5%) | | Borrowings under line of credit | $155,400 | $77,500 | $77,900 | 100.5% | | Total Liabilities | $953,657 | $998,093 | $(44,436) | (4.5%) | | Preferred stock | $0 | $46,844 | $(46,844) | (100.0%) | | Total Equity | $488,242 | $476,381 | $11,861 | 2.5% | - Real estate properties, net, decreased by **$50.4 million**, while cash and cash equivalents decreased from **$31.2 million** to **$26.2 million**[332](index=332&type=chunk) - Secured debt, net, decreased significantly by **$122.6 million**, while borrowings under the line of credit increased by **$77.9 million**[332](index=332&type=chunk) [Consolidated Statements of Operations](index=61&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated statements of operations show net income improved to $13.8 million in 2023 from a $17.1 million loss in 2022, driven by real estate sales gain and increased rental revenue Consolidated Statements of Operations Highlights (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Rental revenue | $199,760 | $183,442 | $140,270 | | Total revenues | $199,848 | $183,536 | $140,618 | | Total operating expenses | $170,337 | $167,852 | $131,198 | | Interest expense | $(38,278) | $(32,217) | $(19,968) | | Loss on extinguishment of debt | $(72) | $(2,176) | $(523) | | Gain on sale of real estate | $22,646 | $0 | $1,775 | | Net income (loss) | $13,807 | $(17,096) | $(15,267) | | Net income (loss) attributable to common stockholders | $8,791 | $(26,728) | $(29,045) | | Net income (loss) per share — basic | $0.20 | $(0.67) | $(0.94) | - Rental revenue increased by **$16.3 million (8.9%)** from 2022 to 2023[334](index=334&type=chunk) - A significant gain on sale of real estate of **$22.6 million** was recognized in 2023, compared to no sales in 2022[334](index=334&type=chunk) [Consolidated Statements of Comprehensive Income (Loss)](index=62&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) Comprehensive income decreased to $4.2 million in 2023 from $13.0 million in 2022, primarily due to a $9.6 million unrealized loss on interest rate swaps Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Net income (loss) | $13,807 | $(17,096) | $(15,267) | | Unrealized gain (loss) on interest rate swaps | $(9,609) | $30,115 | $0 | | Comprehensive income (loss) | $4,198 | $13,019 | $(15,267) | - Comprehensive income decreased from **$13.0 million** in 2022 to **$4.2 million** in 2023[337](index=337&type=chunk) - The primary driver of the change was an unrealized loss of **$9.6 million** on interest rate swaps in 2023, compared to a **$30.1 million** unrealized gain in 2022[337](index=337&type=chunk) [Consolidated Statements of Changes in Preferred Stock and Equity](index=63&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Preferred%20Stock%20and%20Equity) Total equity increased to $488.2 million in 2023, driven by net income and common stock issuances, partially offset by preferred stock redemption and dividends Consolidated Statements of Changes in Preferred Stock and Equity Highlights (in thousands) | Metric | December 31, 2023 | December 31, 2022 | December 31, 2021 | | :----------------------------------- | :------------------ | :------------------ | :------------------ | | Total Equity | $488,242 | $476,381 | $360,600 | | Net proceeds from common stock | $49,465 | $58,179 | $212,033 | | Redemption of Series A Preferred Stock | $(46,803) | $0 | $0 | | Dividends and distributions | $(42,726) | $(41,116) | $(34,020) | | Net income (loss) | $13,807 | $(17,096) | $(15,267) | - Total equity increased by **$11.9 million** from 2022 to 2023[341](index=341&type=chunk) - The Series A Preferred Stock was fully redeemed in 2023, resulting in a **$46.8 million** reduction in preferred stock[341](index=341&type=chunk) [Consolidated Statements of Cash Flows](index=65&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased to $81.9 million, investing cash flow significantly decreased to $79 thousand, and financing cash flow shifted to $86.8 million used in 2023 Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Net cash provided by operating activities | $81,872 | $72,228 | $57,940 | | Net cash used in investing activities | $(79) | $(252,357) | $(356,080) | | Net cash (used in) provided by financing activities | $(86,802) | $167,968 | $309,460 | | Cash, cash held in escrow, and restricted cash at end of period | $26,204 | $31,213 | $43,374 | - Net cash used in investing activities decreased significantly in 2023 due to no property acquisitions (compared to **$197.1 million** in 2022) and lower real estate improvements[344](index=344&type=chunk) - Net cash used in financing activities in 2023 was driven by repayment of secured debt (**$123.3 million**) and redemption of Series A Preferred Stock (**$48.8 million**), partially offset by proceeds from common stock issuance (**$49.5 million**) and line of credit borrowings (**$149.4 million**)[344](index=344&type=chunk) [Notes to Consolidated Financial Statements](index=67&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail the company's business, significant accounting policies, critical estimates, and specific financial statement items, providing crucial context for understanding financial performance - The company operates as an UPREIT, owning substantially all assets and conducting business through Plymouth Industrial Operating Partnership, L.P., in which it holds a **98.9% equity interest**[347](index=347&type=chunk) - Critical accounting policies include the evaluation of real estate asset impairment and accounting for acquisitions, which involve significant estimates and judgments[365](index=365&type=chunk)[366](index=366&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk) - The company's Series A Preferred Stock was fully redeemed in cash on September 6, 2023, and all Series B Preferred Stock was converted or redeemed in 2022[440](index=440&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk) [1. Nature of the Business and Basis of Presentation](index=67&type=section&id=1.%20Nature%20of%20the%20Business%20and%20Basis%20of%20Presentation) Plymouth Industrial REIT, Inc., an UPREIT formed in 2011, manages 156 industrial properties (34.0 million sq ft) in U.S. primary and secondary markets, holding a 98.9% equity interest in its Operating Partnership - Plymouth Industrial REIT, Inc. is a Maryland corporation, formed in 2011, operating as an UPREIT[347](index=347&type=chunk) - As of December 31, 2023, the company owned **156 industrial properties** (211 buildings) with approximately **34.0 million square feet**[348](index=348&type=chunk) - The company held a **98.9% equity interest** in its Operating Partnership as of December 31, 2023 and 2022[347](index=347&type=chunk) [2. Summary of Significant Accounting Policies](index=67&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This section details significant accounting policies, including GAAP basis, consolidation, real estate estimates, debt costs, derivatives, EPS, fair value, REIT qualification, and revenue recognition - The company's consolidated financial statements are prepared in accordance with GAAP and include wholly-owned entities and controlled Variable Interest Entities (VIEs), such as the Operating Partnership[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) - Significant estimates are made for real estate acquisitions (purchase price allocation) and impairment of long-lived assets, with no impairment recognized in 2023 or 2022[353](index=353&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk) - The company maintains REIT qualification, requiring distribution of at least **90% of annual REIT taxable income**, and uses derivative instruments for interest rate risk management[367](index=367&type=chunk)[368](index=368&type=chunk)[370](index=370&type=chunk)[358](index=358&type=chunk) [3. Real Estate Properties, Net](index=71&type=section&id=3.%20Real%20Estate%20Properties%2C%20Net) Real estate properties, net, decreased to $1.30 billion in 2023, reflecting $29.6 million in improvements, $17.6 million in disposals, and no new acquisitions, resulting in a $22.6 million gain on sales Real Estate Properties, Net (in thousands) | Metric | December 31, 2023 | December 31, 2022 | | :-------------------------- | :------------------ | :------------------ | | Real estate properties, gross | $1,567,866 | $1,555,846 | | Less accumulated depreciation | $(268,046) | $(205,629) | | **Real estate properties, net** | **$1,299,820** | **$1,350,217** | - No property acquisitions occurred during the year ended December 31, 2023, compared to **29 properties acquired for $257.8 million** in 2022[385](index=385&type=chunk) - The company sold two properties in 2023 for approximately **$36.7 million**, recognizing a net gain of **$22.6 million**[388](index=388&type=chunk) [4. Deferred Lease Intangibles, Net](index=73&type=section&id=4.%20Deferred%20Lease%20Intangibles%2C%20Net) Deferred lease intangible assets, net, decreased to $51.5 million, and liabilities, net, decreased to $6.0 million in 2023, amortized over lease terms impacting rental revenue and expenses Deferred Lease Intangible Assets, Net (in thousands) | Metric | December 31, 2023 | December 31, 2022 | | :-------------------------------- | :------------------ | :------------------ | | Deferred lease intangible assets, gross | $161,491 | $166,014 | | Less accumulated amortization | $(110,017) | $(95,296) | | **Deferred lease intangible assets, net** | **$51,474** | **$70,718** | Deferred Lease Intangible Liabilities, Net (in thousands) | Metric | December 31, 2023 | December 31, 2022 | | :---------------------------------- | :------------------ | :------------------ | | Below market leases | $19,257 | $20,452 | | Less accumulated amortization | $(13,213) | $(11,534) | | **Deferred lease intangible liabilities, net** | **$6,044** | **$8,918** | - Projected amortization of deferred lease intangibles for 2024 includes **$17.2 million** in expense and a net decrease of **$1.2 million** to rental revenue[390](index=390&type=chunk) [5. Investment in Unconsolidated Joint Venture](index=73&type=section&id=5.%20Investment%20in%20Unconsolidated%20Joint%20Venture) On March 11, 2022, the company acquired the remaining 80% interest in MIR JV for $46.4 million, consolidating its assets and liabilities and ending its unconsolidated status - On March 11, 2022, the company acquired the remaining **80% interest** in the MIR JV for **$46.4 million**[391](index=391&type=chunk) - The acquisition included the assumption of a **$56.0 million secured mortgage**[391](index=391&type=chunk) - Upon acquisition, the former MIR JV's assets and liabilities were fully consolidated into the company's financial statements[391](index=391&type=chunk) [6. Leases](index=74&type=section&id=6.%20Leases) As lessor, the company recognizes $199.8 million in 2023 rental revenue from operating leases with $560.3 million in future fixed receipts; as lessee, it has $5.8 million in operating lease liabilities and a $2.3 million finance lease liability Future Minimum Fixed Rental Payments (as Lessor, in thousands) | Year | Future Minimum Fixed Rental Payments | | :--------- | :----------------------------------- | | 2024 | $144,031 | | 2025 | $119,910 | | 2026 | $89,834 | | 2027 | $68,189 | | 2028 | $51,030 | | Thereafter | $87,355 | | **Total** | **$560,349** | Rental Revenue Composition (in thousands) | Component | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :-------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Income from leases | $147,293 | $134,252 | $102,314 | | Straight-line rent adjustments | $1,944 | $3,682 | $3,700 | | Tenant recoveries | $48,302 | $42,357 | $32,160 | | Amortization of above market leases | $(636) | $(723) | $(1,000) | | Amortization of below market leases | $2,857 | $3,874 | $3,096 | | **Total** | **$199,760** | **$183,442** | **$140,270** | - As of December 31, 2023, total operating right-of-use assets and lease liabilities were approximately **$4.8 million** and **$5.8 million**, respectively, with a weighted-average remaining lease term of **8.3 years**[396](index=396&type=chunk) [7. Indebtedness](index=76&type=section&id=7.%20Indebtedness) Total outstanding debt was $873.4 million as of December 31, 2023, including secured, unsecured, and line of credit borrowings, with the $110.0 million AIG Loan repaid in 2023 Summary of Indebtedness (in thousands) | Debt Type | Outstanding Balance (Dec 31, 2023) | Outstanding Balance (Dec 31, 2022) | Interest Rate (Dec 31, 2023) | Maturity Date | | :-------------------------------- | :--------------------------------- | :--------------------------------- | :--------------------------- | :------------ | | Secured debt | $267,964 | $391,228 | 2.97%-4.35% | Aug 2024 - Aug 2028 | | Unsecured debt | $450,000 | $450,000 | 3.10%-4.50% | Aug 2026 - May 2027 | | Borrowings under line of credit | $155,400 | $77,500 | 6.62% | Aug 2025 | | **Total outstanding debt** | **$873,364** | **$918,728** | | | - On November 1, 2023, the AIG Loan of approximately **$110.0 million** was fully repaid using proceeds from the KeyBank unsecured line of credit[406](index=406&type=chunk) - The fair value of total indebtedness as of December 31, 2023, was estimated at **$864.9 million**, compared to a carrying value of **$870.3 million**[413](index=413&type=chunk) [8. Derivative Financial Instruments](index=78&type=section&id=8.%20Derivative%20Financial%20Instruments) The company uses interest rate swaps with a $512.5 million notional value to manage interest rate risk, resulting in a $20.5 million net asset fair value classified as Level 2 - The company uses interest rate swaps as cash flow hedges to stabilize interest expense and manage exposure to interest rate movements on variable-rate debt[415](index=415&type=chunk)[416](index=416&type=chunk) Interest Rate Swaps Summary (as of December 31, 2023, in thousands) | Swap Counterparty | Notional Value (Dec 31, 2023) | Fair Value (Dec 31, 2023) | | :------------------------ | :---------------------------- | :------------------------ | | Capital One, N.A. | $200,000 | $12,539 | | JPMorgan Chase Bank, N.A. | $100,000 | $5,692 | | JPMorgan Chase Bank, N.A. | $75,000 | $1,723 | | Wells Fargo Bank, N.A. | $37,500 | $861 | | Capital One, N.A. | $37,500 | $852 | | Wells Fargo Bank, N.A. | $50,000 | $(577) | | JPMorgan Chase Bank, N.A. | $25,000 | $(292) | | Capital

Financial Data and Key Metrics Changes - The company reported a core FFO of $0.46 per share for Q3 2023, driven by improved leasing spreads and contributions from developments [43] - Net debt to adjusted EBITDA was 6.7 times, marking the sixth consecutive quarter of deleveraging [44] - The total weighted average cost of debt was 4.01%, with 58% of total debt on an unsecured basis [44] Business Line Data and Key Metrics Changes - The company experienced a 24.1% increase in rents on a cash basis for Q3 2023, with new leases seeing a 25.9% increase and renewal leases a 23.6% increase [19] - Same-store cash NOI growth was 5.4% for the quarter and 6.8% year-to-date [46] Market Data and Key Metrics Changes - Total portfolio occupancy was 97.6%, with same-store occupancy at 98.6%, slightly down from Q2 but rebounding to 98% in October [23] - The company has addressed over 93.5% of the total square footage scheduled to expire in 2023, with an aggregate increase of 20.1% on a cash basis for leases commencing in 2023 [22] Company Strategy and Development Direction - The company is focused on leasing remaining spaces in its development program and evaluating proceeds from dispositions for debt repayment and acquisitions [17] - The company plans to avoid speculative development and will focus on build-to-suit projects moving forward [49] Management's Comments on Operating Environment and Future Outlook - Management noted that tenants are taking longer to make decisions on new spaces, but they remain optimistic about leasing activity and market demand [86] - The company anticipates strong market rent growth for 2024, similar to 2023, with a focus on maintaining a leverage target between 5 to 7 times [51] Other Important Information - The company eliminated its Series A preferred stock and executed an ATM program to improve its capital structure [13] - A significant debt maturity was addressed with the payoff of the AIG loan, which represented approximately 12% of total debt outstanding [45] Q&A Session Summary Question: Can you provide more detail on tenant demand and leasing timelines? - Management indicated they are close to finalizing leases in Cincinnati and Georgia, with expectations for movement in the coming weeks [48] Question: What are the return requirements for build-to-suit projects? - The company aims for high-single-digit returns, around 8% to 9%, for build-to-suit developments [104] Question: Are you seeing any slowdown in construction activity due to higher interest rates? - Management acknowledged a slowdown in construction activity, particularly in larger buildings, due to the current economic environment [63] Question: What is the strategy for future acquisitions? - The company will not increase leverage for acquisitions and is focused on capital recycling rather than dilutive equity issuance [64] Question: How is the company managing its debt and interest rate exposure? - The company plans to execute interest rate swaps to mitigate exposure and maintain flexibility in its debt structure [92]

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: 001-38106 PLYMOUTH INDUSTRIAL REIT, INC. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2023 Maryland 27-5466153 (Sta ...

Plymouth Industrial REIT, Inc. (NYSE:PLYM) Q2 2023 Earnings Conference Call August 3, 2023 9:00 AM ET Company Participants Tripp Sullivan - Investor Relations Jeff Witherell - Chairman & Chief Executive Officer Jim Connolly - Executive Vice President, Asset Management Anthony Saladino - Executive Vice President & Chief Financial Officer Conference Call Participants Todd Thomas - KeyBanc Capital Markets John Kim - BMO Capital Markets Nick Thillman - Baird Nikita Bely - JPMorgan Anthony Hau - SunTrust Mitch G ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From _______to ________ Commission File Number: 001-38106 PLYMOUTH INDUSTRIAL REIT, INC. (Exact name of registrant as specified in its charter) Maryland 27-5466153 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 20 Custom House Street, 11th Floor, Bos ...

Financial Data and Key Metrics Changes - Same-store NOI growth was reported at 9.1% on a cash basis, with occupancy in the same-store pool at 99.1%, exceeding the full-year guidance [6][45] - The company ended Q1 with a net debt to adjusted EBITDA ratio of 7.14 times, showing improvement over the past four quarters [28] - The weighted average cost of debt was reported at 3.96%, with 90% of total debt carrying a fixed rate or being fixed through interest rate swaps [48] Business Line Data and Key Metrics Changes - The development program represents a total investment of $61 million, with expected initial returns in the range of 7% to 9% [21] - For signed leases commencing in Q2 through Q4, an aggregate increase of 20.5% on a cash basis is expected, with new leases increasing by 31.2% and renewal leases by 16.3% [10][20] - The company experienced a 56% renewal rate during the quarter, with 21% of renewals associated with contractual rent bumps [22] Market Data and Key Metrics Changes - The Golden Triangle region is seeing significant reshoring and nearshoring initiatives, with over 90% of the company's portfolio located in this area [8] - The company anticipates continued benefits from favorable supply and demand dynamics projected over the next five to ten years [8] Company Strategy and Development Direction - Leasing remains a top priority, with a strong start on 2024 expirations and a focus on maintaining high occupancy rates [20] - The company is currently holding off on acquisitions until there is more clarity in the capital markets [31] - The company plans to selectively pursue additional development projects if returns meet their threshold [21] Management's Comments on Operating Environment and Future Outlook - Management expects same-store NOI to be below the full-year trend line in Q2 due to timing of scheduled repairs and maintenance [26] - The company affirmed its 2023 guidance, indicating confidence in continued rent increases and occupancy maintenance [49] - Management noted that the composition of watchlist tenants has shrunk, indicating strong rent collection expectations for the remainder of the year [52] Other Important Information - The company has collected over 99% of rents billed during Q1, with no active rent deferral agreements [12] - The liquidity position remains strong, with $10.2 million in cash on hand and $262.5 million of capacity on the revolving line of credit [29] Q&A Session Summary Question: What are the favorable options for capital deployment going forward? - Management indicated that acquisitions are on hold until clarity in the capital markets is achieved [31] Question: What percentage of leases have embedded renewal options? - Approximately 10% of leases have embedded options [51] Question: Are there any known moveouts affecting occupancy? - Management stated that anticipated moveouts are assumptions, expecting high occupancy levels to be maintained [54] Question: What is the timing for rent commencements in Jacksonville and Atlanta? - Rent in Atlanta Phase 1 started in February with a four-month free rent period, while Jacksonville leases are expected to commence in the third and fourth quarters [55] Question: Is the company considering recycling some assets? - Management confirmed that they are considering selling a handful of properties opportunistically as the market stabilizes [64]

PART I. FINANCIAL INFORMATION [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2023, including balance sheets, statements of operations, comprehensive income, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20at%20March%2031,%202023%20and%20December%2031,%202022) Condensed Consolidated Balance Sheets Summary | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | **Assets** | | | | Real estate properties, net | $1,341,075 | $1,350,217 | | Cash | $20,396 | $11,003 | | Total assets | $1,506,459 | $1,521,318 | | **Liabilities, Preferred Stock and Equity** | | | | Total liabilities | $1,003,943 | $998,093 | | Total equity | $455,713 | $476,381 | | Total liabilities, preferred stock and equity | $1,506,459 | $1,521,318 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031,%202023%20and%202022) Condensed Consolidated Statements of Operations Summary | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Rental revenue | $49,371 | $42,720 | | Total revenues | $49,400 | $42,806 | | Total operating expenses | $43,201 | $40,318 | | Interest expense | $(9,535) | $(6,395) | | Net loss | $(3,336) | $(4,470) | | Net loss attributable to common stockholders | $(4,304) | $(7,676) | | Net loss basic and diluted per share attributable to common stockholders | $(0.10) | $(0.21) | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20for%20the%20Three%20Months%20Ended%20March%2031,%202023%20and%202022) Condensed Consolidated Statements of Comprehensive Income (Loss) Summary | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :---------------------------------------------------- | :---------------------------------------------------- | :---------------------------------------------------- | | Net loss | $(3,336) | $(4,470) | | Unrealized gain (loss) on interest rate swaps | $(7,070) | $10,068 | | Comprehensive income (loss) | $(10,406) | $5,598 | | Comprehensive income (loss) attributable to Plymouth Industrial REIT, Inc. | $(10,287) | $5,523 | [Condensed Consolidated Statements of Changes in Preferred Stock and Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Preferred%20Stock%20and%20Equity%20for%20the%20Three%20Months%20Ended%20March%2031,%202023%20and%202022) - For the three months ended March 31, 2023, total stockholders' equity decreased from **$471.0 million** to **$450.6 million**, primarily due to dividends and distributions (**$10.60 million**) and other comprehensive income adjustments (**$6.99 million**)[17](index=17&type=chunk) - The number of common shares issued and outstanding increased from **42,849,489** at December 31, 2022, to **43,030,864** at March 31, 2023[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031,%202023%20and%202022) Condensed Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net cash provided by operating activities | $18,602 | $14,288 | | Net cash used in investing activities | $(8,968) | $(137,447) | | Net cash provided (used in) by financing activities | $(2,415) | $122,054 | | Net (decrease) increase in cash, cash held in escrow, and restricted cash | $7,219 | $(1,105) | | Cash, cash held in escrow, and restricted cash at end of period | $38,432 | $42,269 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Nature of the Business and Basis of Presentation](index=9&type=section&id=1.%20Nature%20of%20the%20Business%20and%20Basis%20of%20Presentation) - Plymouth Industrial REIT, Inc. operates as an UPREIT, owning and managing **157** industrial properties (**210** buildings, **34.2 million square feet**) focused on distribution, warehouses, and light industrial in primary and secondary U.S. markets[21](index=21&type=chunk)[22](index=22&type=chunk) - The Company owned a **98.9%** equity interest in its Operating Partnership as of March 31, 2023, and December 31, 2022[21](index=21&type=chunk) [2. Summary of Significant Accounting Policies](index=9&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with U.S. GAAP, consolidating wholly-owned entities and VIEs where the Company is the primary beneficiary (e.g., the Operating Partnership)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Management makes significant estimates for real estate acquisitions, impairments, and stock-based compensation, which are evaluated continuously[27](index=27&type=chunk) - Derivative instruments are recorded at fair value on the balance sheet, with changes in fair value accounted for based on hedge designation (fair value or cash flow hedges)[32](index=32&type=chunk) - The Company has one reportable segment: industrial properties[42](index=42&type=chunk) [3. Real Estate Properties, Net](index=12&type=section&id=3.%20Real%20Estate%20Properties,%20Net) Real Estate Properties Breakdown | Category | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :------------------------ | :----------------------------- | :----------------------------- | | Land | $231,829 | $231,829 | | Buildings and improvements | $1,175,037 | $1,141,832 | | Construction in progress | $24,332 | $49,890 | | Total real estate properties | $1,563,493 | $1,555,846 | | Less: accumulated depreciation | $(222,418) | $(205,629) | | Real estate properties, net | $1,341,075 | $1,350,217 | - Depreciation expense for the three months ended March 31, 2023, was **$16.87 million**, up from **$14.39 million** in the prior year period[45](index=45&type=chunk) - There were no acquisitions of properties during the three months ended March 31, 2023[46](index=46&type=chunk) [4. Leases](index=13&type=section&id=4.%20Leases) Rental Revenue Components | Rental Revenue Component | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :----------------------------- | :------------------------------------------ | :------------------------------------------ | | Income from leases | $35,940 | $30,584 | | Straight-line rent adjustments | $912 | $822 | | Tenant recoveries | $11,785 | $9,768 | | Amortization of below market leases | $904 | $1,712 | | Total Rental Revenue | $49,371 | $42,720 | - As a lessee, the Company has five office space operating leases and a single ground operating sublease, with total operating right of use assets of approximately **$5.49 million** and lease liabilities of **$6.59 million** as of March 31, 2023[49](