Part I Item 1. Business Plymouth Industrial REIT acquires and manages industrial properties, with 107 properties totaling 23.3 million square feet and a 96.4% lease rate as of December 31, 2020 Portfolio Overview as of December 31, 2020 | Metric | Value | | :--- | :--- | | Industrial Properties | 107 | | Total Buildings | 141 | | Rentable Square Feet | ~23.3 million | | Lease Rate | 96.4% | | Number of Tenants | 351 | | Industry Types | 34 | - The company operates as an UPREIT, allowing it to acquire properties in a tax-deferred manner by issuing Operating Partnership (OP) units as consideration2535 - The investment strategy targets industrial properties in primary and secondary U.S. markets, aiming for superior cash flow returns and higher appreciation potential compared to gateway markets27 - The financing strategy aims to maintain a flexible capital structure with a long-term target debt-to-value ratio of less than 50%33 - As of December 31, 2020, the company had thirty-four full-time employees, none of whom are represented by a collective bargaining agreement44 Item 1A. Risk Factors The company faces significant risks related to operations, indebtedness, real estate, structure, and REIT status - The company's portfolio is concentrated in the industrial real estate sector and is geographically focused, with Chicago (22.5%), Cleveland (15.8%), and Indianapolis (15.3%) representing the largest markets by annualized rent as of December 31, 20205758 - A significant portion of the portfolio's leases are scheduled to expire in the near term, with 11.8% of rentable square footage expiring in 2021 and 17.5% in 202264 - The company has significant indebtedness, totaling approximately $522.0 million as of December 31, 2020, which exposes it to risks of default, restrictive covenants, and potential difficulties in refinancing96 - The ongoing COVID-19 pandemic poses risks to operations, as tenants may be unable to pay rent; in 2020, the company entered into rent deferral agreements representing approximately 1.3% of its annualized base rent115116 - Failure to maintain qualification as a REIT would result in significant adverse tax consequences, including being subject to federal income tax at regular corporate rates164 Item 1B. Unresolved Staff Comments The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments as of the filing date178 Item 2. Properties As of December 31, 2020, the company's portfolio consisted of 107 industrial properties totaling 23.3 million rentable square feet with a 96.4% occupancy rate Portfolio Summary as of December 31, 2020 | Metric | Value | | :--- | :--- | | Total Properties | 107 | | Total Rentable Square Feet | 23,271,946 | | Occupancy | 96.4% | | Total Annualized Base Rent | $94,095,238 | | Weighted Average Rent/Sq. Ft. | $4.20 | Geographic Diversification by Annualized Base Rent | Market | % of Annualized Base Rent | | :--- | :--- | | Chicago | 25.0% | | Cleveland | 15.8% | | Jacksonville | 13.2% | | Indianapolis | 12.7% | | Columbus | 7.7% | | Other | 25.6% | Top 5 Tenant Industries by Annualized Base Rent | Industry | % of Annualized Base Rent | | :--- | :--- | | Logistics & Transportation | 21.1% | | Food & Beverage | 6.1% | | Construction | 5.4% | | Home & Garden | 5.2% | | Automotive | 4.8% | - The top ten tenants contribute 18.1% of the total annualized rent, with the largest tenant, Stonecrop Technologies, LLC, accounting for 2.3%193 - The weighted average remaining lease term for the portfolio is 3.8 years; leases representing 11.8% of rentable square footage are set to expire in 2021, and 17.5% will expire in 2022197198 Item 3. Legal Proceedings The company is not currently involved in any material legal proceedings - As of the report date, there are no material legal proceedings involving the company200 Item 4. Mine Safety Disclosures This section is not applicable to the company's operations - Not applicable201 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on the NYSE under "PLYM", with 28.1 million shares outstanding as of February 22, 2021, and a policy to declare quarterly dividends to comply with REIT requirements - The company's common stock is traded on the NYSE under the ticker symbol "PLYM"205 - The company's distribution policy is to pay regular quarterly cash dividends of substantially all of its REIT taxable income to maintain its REIT qualification206207 - As of December 31, 2020, there were 190,225 securities to be issued upon exercise of outstanding options, warrants, and rights under equity compensation plans approved by security holders210 Item 6. Selected Financial Data This section has been omitted as permitted under SEC rules applicable to smaller reporting companies - Selected financial data has been omitted as permitted for smaller reporting companies212 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations For the year ended December 31, 2020, total revenues increased by 45.9% to $109.9 million, with a net loss of $14.5 million, while Core FFO and AFFO significantly grew Comparison of Operations (Years Ended Dec 31) | Metric (in thousands) | 2020 | 2019 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $109,851 | $75,290 | 45.9% | | Total Operating Expenses | $104,949 | $72,099 | 45.6% | | Interest Expense | $18,931 | $14,948 | 26.6% | | Net Loss | $(14,462) | $(11,938) | 21.1% | Non-GAAP Performance Measures (Years Ended Dec 31) | Metric (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | NOI | $71,677 | $48,053 | | EBITDAre | $61,000 | $40,391 | | FFO | $42,030 | $25,443 | | Core FFO | $36,000 | $19,361 | | AFFO | $31,753 | $15,935 | - In response to COVID-19, the company collected approximately 98.8% of recurring base rents for Q4 2020 and entered into limited rent deferral agreements representing 1.3% of annualized base rent for the year222 - As of December 31, 2020, the company had total liquidity of approximately $114.1 million, consisting of $27.6 million in cash and $86.5 million available on its line of credit274 - Total consolidated indebtedness as of December 31, 2020, was approximately $522.0 million, comprised of $332.0 million in secured debt and $190.0 million in unsecured debt (term loan and line of credit)96277 Item 7A. Quantitative and Qualitative Disclosures about Market Risk This disclosure has been omitted as permitted under SEC rules applicable to smaller reporting companies - This disclosure is omitted as permitted for smaller reporting companies299 Item 8. Consolidated Financial Statements and Supplementary Data This section incorporates by reference the company's Consolidated Financial Statements, which begin on page F-1 of the Annual Report - The Consolidated Financial Statements and Supplementary Data are incorporated by reference from page F-1 of the report300 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported301 Item 9A. Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020303 - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on the criteria from the 2013 COSO framework305 - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2020306 Item 9B. Other Information The company reports no other information for this item - None307 Part III Item 10. Directors, Executive Officers and Corporate Governance The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2021 Annual Meeting of Stockholders - Information is incorporated by reference from the 2021 proxy statement309 Item 11. Executive Compensation The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2021 Annual Meeting of Stockholders - Information is incorporated by reference from the 2021 proxy statement310 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2021 Annual Meeting of Stockholders - Information is incorporated by reference from the 2021 proxy statement311 Item 13. Certain Relationships and Related Transactions and Director Independence The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2021 Annual Meeting of Stockholders - Information is incorporated by reference from the 2021 proxy statement312 Item 14. Principal Accountant Fees and Expenses The information required for this item is incorporated by reference from the company's definitive proxy statement for its 2021 Annual Meeting of Stockholders - Information is incorporated by reference from the 2021 proxy statement313 Part IV Item 15. Exhibits and Financial Statement Schedules This section lists the financial statements, financial statement schedules (specifically Schedule III), and all exhibits filed as part of the Annual Report on Form 10-K - This item includes the Index to Consolidated Financial Statements, Financial Statement Schedule III (Real Estate Properties and Accumulated Depreciation), and a list of all filed exhibits316317318 Item 16. Form 10-K Summary The company reports no summary for this item - None325 Consolidated Financial Statements Consolidated Balance Sheets As of December 31, 2020, total assets increased to $920.3 million, driven by real estate properties, with total liabilities rising to $581.1 million and equity growing to $203.5 million Consolidated Balance Sheet Data (as of Dec 31) | Account (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Assets | | | | Real estate properties, net | $788,398 | $591,911 | | Total assets | $920,270 | $685,481 | | Liabilities & Equity | | | | Secured debt, net | $328,908 | $318,558 | | Unsecured debt, net | $99,254 | $0 | | Borrowings under line of credit | $90,000 | $78,900 | | Total liabilities | $581,054 | $442,056 | | Total equity | $203,522 | $114,764 | Consolidated Statements of Operations For the year ended December 31, 2020, total revenues reached $109.9 million, but the net loss attributable to common stockholders widened to $27.9 million, or ($1.52) per share Consolidated Statement of Operations (Years Ended Dec 31) | Account (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Total revenues | $109,851 | $75,290 | | Total operating expenses | $104,949 | $72,099 | | Net loss | $(14,462) | $(11,938) | | Net loss attributable to common stockholders | $(27,889) | $(24,523) | | Net loss per share (basic and diluted) | $(1.52) | $(2.88) | Consolidated Statements of Cash Flows For the year ended December 31, 2020, net cash from operating activities increased to $41.7 million, while investing activities used $259.1 million, and financing activities provided $227.0 million Consolidated Cash Flows (Years Ended Dec 31) | Activity (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $41,745 | $27,717 | | Net cash used in investing activities | $(259,118) | $(200,467) | | Net cash provided by financing activities | $227,029 | $180,187 | | Net increase in cash | $9,656 | $7,437 | Notes to Consolidated Financial Statements The notes provide detailed information on accounting policies, property acquisitions, debt structure, equity, and other financial matters, including a new joint venture and preferred stock details Note 3. Real Estate Properties During 2020, the company acquired 22 properties for $243.6 million, contributing to a net book value of $788.4 million for real estate properties as of December 31, 2020 Property Acquisition Summary | Year | Properties Acquired | Total Purchase Price (in thousands) | | :--- | :--- | :--- | | 2020 | 22 | $243,568 | | 2019 | 30 | $220,115 | Purchase Price Allocation for 2020 Acquisitions | Category (in thousands) | Amount | | :--- | :--- | | Total Purchase Price & Costs | $246,353 | | Land | $32,241 | | Building & Site Improvements | $191,283 | | Net Deferred Lease Intangibles | $22,829 | Note 7. Indebtedness As of December 31, 2020, the company had total debt of $522.0 million, including $332.0 million in secured loans and $190.0 million in unsecured debt, following the establishment of a new $300 million unsecured credit facility in October 2020 Indebtedness as of December 31, 2020 | Debt Type | Outstanding Balance (in thousands) | | :--- | :--- | | Secured Loans | $332,011 | | Unsecured Term Loan | $100,000 | | Borrowings under Line of Credit | $90,000 | | Total | $522,011 | - In October 2020, the company established a new $300 million unsecured credit facility, comprising a $200 million revolving facility and a $100 million term loan, which matures in 2024 and 2025, respectively427 Note 8. Common Stock In 2020, the company raised approximately $104.4 million from a public offering and $30.7 million from ATM programs, with warrants outstanding for 351,082 shares - Completed a follow-on public offering of 8,625,000 shares in August 2020, resulting in net proceeds of approximately $104.4 million436 - Issued 2,212,905 shares under its ATM programs during 2020, raising net proceeds of approximately $30.7 million440 - As of December 31, 2020, the company had warrants outstanding to acquire 351,082 shares of common stock at an exercise price of $16.39 per share, expiring in 2022441 - In October 2020, the company entered into a joint venture with a third-party partner to acquire value-add/opportunistic industrial properties, with the company holding a 20% interest407 - The company has two series of preferred stock outstanding: Series A (7.50% cumulative redeemable) and Series B (convertible redeemable with a liquidation preference designed to provide a 12% IRR)448462464 - As of December 31, 2020, the company had 606,632 non-controlling Operating Partnership (OP) Units outstanding, which are redeemable for common stock481
Plymouth Industrial REIT(PLYM) - 2020 Q4 - Annual Report