Attached files
| file | filename |
|---|---|
| EX-99 - Plymouth Industrial REIT, Inc. | ex99-2.htm |
| EX-99.1 - INDEPENDENT AUDITORS REPORT - Plymouth Industrial REIT, Inc. | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K/A
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 2017 (July 20, 2017)
____________________
Plymouth Industrial
REIT Inc.
(Exact name of registrant as specified in its charter)
____________________
| Maryland | 001-38106 | 27-54466153 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
260 Franklin Street, 6th Floor |
||
| (Address of Principal Executive Offices) (Zip Code) |
| (617) 340-3814 |
| (Registrant’s Telephone Number, Including Area Code) |
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑
Explanatory Note
On July 21, 2017, Plymouth Industrial REIT, Inc. (the “Company”) announced that on July 20, 2017 it, through a wholly owned subsidiary of its operating partnership, Plymouth Industrial OP, LP, completed the acquisition of six (6) industrial properties (the “South Bend Properties”) for an aggregate purchase price of $26 million. The South Bend Properties consist of an aggregate of approximately 667,000 rentable square feet and are located in South Bend, Indiana.
This Current Report on Form 8-K/A amends Item 9.01 of the original Form 8-K filed on July 21, 2017 (the “Prior Report”) to present the historical financial statements and the unaudited pro forma financial information required to be filed by Item 9.01 (a) and (b), for the Company’s acquisition of the South Bend Properties. This report also incorporates information previously disclosed regarding the completion of the acquisition of the South Bend Properties.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information contained in Item 1.01 of the Prior Report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
The statements of revenues and certain operating expenses of the South Bend Properties for the six months ended June 30 2017 (unaudited) and the year ended December 31, 2016, along with the accompanying notes to the statements of revenues and certain operating expenses for the periods presented, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
| (b) | Pro-forma Financial Information |
This Current Report on Form 8-K/A includes the Company’s unaudited pro forma consolidated balance sheet as of December 31, 2016, the Company’s unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and the year ended December 31, 2016, and notes to the unaudited pro forma consolidated financial statements. This unaudited consolidated financial information is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.
This unaudited pro forma financial information is not necessarily indicative of the expected financial position or results of the Company’s operations for any future period. Differences could result from numerous factors, including future changes in the Company’s portfolio of investments, changes in interest rates, changes in the Company’s capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received from the Company’s existing leases or leases the Company may enter into during and after 2017, and for other reasons.
| (d) | Exhibits |
| 99.1 | Statements of revenues and certain operating expenses of the South Bend Properties for the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, and the notes to the statements of revenues and certain operating expenses for the periods presented. |
| 99.2 | Unaudited pro forma consolidated balance sheet as of June 30, 2017, unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and for the year ended December 31, 2016, and notes to the unaudited pro forma consolidated financial statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Plymouth Industrial REIT Inc. | ||
| By: | /s/ Jeffrey E. Witherell | |
| Jeffrey E. Witherell | ||
| Chief Executive Officer | ||
Dated: October 5, 2017
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