Cautionary Note Regarding Forward-Looking Statements 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 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 risks1314 - The company is not obligated to update or revise any forward-looking statements unless required by law14 Risk Factors for Forward-Looking Statements 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 - Other significant risks are acquisition failures, natural disasters, changes in laws/regulations (including REIT tax laws), insufficient insurance, litigation, and environmental liabilities15 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 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, 202318 - 'Primary markets' refer to Chicago and Atlanta, each with over 300 million square feet of industrial space18 - '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 Tampa18 Part I ITEM 1. BUSINESS 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. markets20 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 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 - As of December 31, 2023, the Company owned a 98.9% equity interest in its Operating Partnership, Plymouth Industrial OP, LP21 - The portfolio consists of 156 industrial properties (211 buildings) with approximately 34.0 million rentable square feet, 98.1% leased to 465 tenants22 Investment Strategy 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 labor23 - 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 management25 - Joint venture arrangements with institutional partners are also pursued for management fee income, residual profit-sharing, and opportunistic/value-add investments25 Investment Criteria 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 volatility31 - 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 rates2728 Financing Strategy 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 acquisitions29 - The company targets a long-term debt-to-value ratio of less than 50%29 - OP units are anticipated to be used for tax-deferred property acquisitions29 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 investors30 - The company leverages its public entity status for capital access and its UPREIT structure for tax-efficient acquisitions via OP units, providing a competitive advantage31 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 damages3334 - The company is subject to environmental laws, potentially incurring cleanup costs or liabilities for contamination, even if not responsible3537 - 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 uninsured39 Human Capital 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 roles4041 - Compensation and benefits include medical/dental insurance, retirement plans, disability insurance, and restricted stock grants to attract and retain talent42 Legal Proceedings 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 proceedings43 - Management expects that future legal actions, if any, would not have a material adverse effect on financial condition or results of operations43 Our Corporate Information 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 0211044 - 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 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 market53 - A substantial majority of leases are with non-investment grade tenants, increasing the risk of defaults and potentially impacting cash flows and cost of capital72 - 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 raising149 Summary of Risk Factors 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 status4748495152 Risks Related to Our Business and Operations 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 developments5355 - 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 acquisitions5459607273 - 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 results616263757697 Risks Related to Our Indebtedness 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 default85 - 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 costs89 - Loan agreements contain restrictive covenants that could limit business activities, and failure to comply could lead to accelerated debt obligations and foreclosure on secured properties919495 Risks Related to the Real Estate Industry and the Broader Economy 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 disasters99 - Any resurgence of the COVID-19 pandemic or other public health crises could adversely affect tenant businesses, rent payments, and access to capital101102 - 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/lease118121124 Risks Related to Our Organizational Structure 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 growth128129 - Conflicts of interest may arise between the interests of stockholders and holders of OP units, as the general partner may prioritize company/stockholder interests130131 - 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 premium133134138139141 Risks Related to Our Status as a REIT 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 distributions149 - 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 conditions153156 - Dividends from REITs generally do not qualify for reduced tax rates available for other dividends, potentially making REIT investments less attractive to individual investors154 Other General Risks 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 damage159161 - 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 raising162 ITEM 1B. UNRESOLVED STAFF COMMENTS The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments163 ITEM 1C. CYBERSECURITY 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 management164165166 - 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 management172 - 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 threats168169170 ITEM 2. PROPERTIES 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% occupancy173176 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 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 proceedings194 - Management expects that the resolution of any future legal actions would not have a material adverse effect on consolidated financial statements194 ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - This item is not applicable195 Part II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 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'198199 - 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 income200201 - Distributions may exceed earnings and profits due to depreciation and amortization, potentially being treated as a return of capital for tax purposes202 ITEM 6. RESERVED This item is reserved and contains no information - This item is reserved207 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 returns209210211 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 credit262 Overview 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 tenants209 - The strategy aims to generate attractive risk-adjusted returns through dividends and capital appreciation by acquiring properties in primary and secondary markets210 Factors That May Influence Future Results of Operations 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 competition212 - Rental revenue is primarily driven by occupancy levels and lease rates; the portfolio was 98.1% occupied as of December 31, 2023214 - 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 conditions215 Critical Accounting Estimates 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 estimates222 - The company assesses long-lived assets (primarily real estate) for impairment quarterly, comparing carrying value to estimated future undiscounted cash flows223224 - No impairment of real estate properties was determined as of December 31, 2023, or 2022224 Critical Accounting Policies 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 estimates226 - Derivative instruments are recorded at fair value, with accounting for changes depending on hedge designation and effectiveness228 - Revenue from real estate operations is recognized on a straight-line basis, with collectability of lease receivables assessed at commencement and throughout the lease term232 Results of Operations (Year Ended December 31, 2023, Compared to Year Ended December 31, 2022) 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 - Interest expense increased by $6.1 million (18.8%) to $38.3 million in 2023 due to higher interest rates and increased borrowings240 Supplemental Earnings Measures 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 depreciation245246248249252253 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 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 properties256 - 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 expenditures257 Liquidity and Capital Resources 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 offerings260 - 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 ventures261 - 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 credit262 Variable Interest Rates 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 debt264 - All variable debt was fixed with interest rate swaps through maturity, except for $55.4 million of the KeyBank unsecured line of credit264 - A 25 basis point increase in the average interest rate on unhedged variable borrowings would have increased 2023 interest expense by approximately $214 thousand264 Existing Indebtedness as of December 31, 2023 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% respectively267 - $100 million of the KeyBank unsecured line of credit's outstanding borrowings was swapped to a fixed USD-SOFR rate of 4.754%267 2023 Debt Activity 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 credit268 Stock Issuances 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 Filing269 - 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 proceeds271 - Approximately $149.3 million remains available for issuance under the 2023 $200 Million ATM Program271 Contractual Obligations and Commitments 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 benefits274 Off-Balance Sheet Arrangements 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, 2023276 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 impact277 - Inflation has not had a material impact on the company's historical financial position or results of operations277 Interest Rate Risk 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 credit278 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 months281282 Recently Issued Accounting Standards 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 2283 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 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 7284 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 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-K285 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 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 disclosure286 ITEM 9A. CONTROLS AND PROCEDURES 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 effective288 - Management assessed and concluded that internal control over financial reporting was effective as of December 31, 2023, based on COSO criteria291 - PricewaterhouseCoopers LLP audited and attested to the effectiveness of the company's internal control over financial reporting292 ITEM 9B. OTHER INFORMATION 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 reported294 - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during Q4 2023294 ITEM 9C. HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT This item is not applicable to the company - This item is not applicable295 Part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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, 2024298 ITEM 11. EXECUTIVE COMPENSATION 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, 2024299 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 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, 2024300 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 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, 2024301 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND EXPENSES 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, 2024302 Part IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 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 III304305 - A comprehensive Exhibit Index details various documents, including corporate governance documents, employment agreements, loan agreements, and certifications306308310 ITEM 16. FORM 10-K SUMMARY The company reports no Form 10-K Summary - There is no Form 10-K Summary310 SIGNATURES 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, 2024313314 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm 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 reporting319320 - 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 performance327328329 Consolidated Balance Sheets 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 million332 - Secured debt, net, decreased significantly by $122.6 million, while borrowings under the line of credit increased by $77.9 million332 Consolidated Statements of Operations 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 2023334 - A significant gain on sale of real estate of $22.6 million was recognized in 2023, compared to no sales in 2022334 Consolidated Statements of Comprehensive Income (Loss) 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 2023337 - 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 2022337 Consolidated Statements of Changes in Preferred Stock and Equity 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 2023341 - The Series A Preferred Stock was fully redeemed in 2023, resulting in a $46.8 million reduction in preferred stock341 Consolidated Statements of Cash Flows 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 improvements344 - 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 Notes to Consolidated Financial Statements 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 interest347 - Critical accounting policies include the evaluation of real estate asset impairment and accounting for acquisitions, which involve significant estimates and judgments365366375376 - 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 2022440455456 1. Nature of the Business and Basis of Presentation 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 UPREIT347 - As of December 31, 2023, the company owned 156 industrial properties (211 buildings) with approximately 34.0 million square feet348 - The company held a 98.9% equity interest in its Operating Partnership as of December 31, 2023 and 2022347 2. Summary of Significant Accounting Policies 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 Partnership349350351 - Significant estimates are made for real estate acquisitions (purchase price allocation) and impairment of long-lived assets, with no impairment recognized in 2023 or 2022353365366375376 - The company maintains REIT qualification, requiring distribution of at least 90% of annual REIT taxable income, and uses derivative instruments for interest rate risk management367368370358 3. Real Estate Properties, Net 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 2022385 - The company sold two properties in 2023 for approximately $36.7 million, recognizing a net gain of $22.6 million388 4. Deferred Lease Intangibles, Net 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 revenue390 5. Investment in Unconsolidated Joint Venture 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 million391 - The acquisition included the assumption of a $56.0 million secured mortgage391 - Upon acquisition, the former MIR JV's assets and liabilities were fully consolidated into the company's financial statements391 6. Leases 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 years396 7. Indebtedness 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 credit406 - 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 million413 8. Derivative Financial Instruments 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 debt415416 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
Plymouth Industrial REIT(PLYM) - 2023 Q4 - Annual Report