10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10–K/A
(Amendment No. 1)

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015

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: 333-173048

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.)
260 Franklin St. Suite 1900, Boston, MA 02110	(617) 340-3814
(Address of principal executive offices)	(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Name of Each Exchange on Which Registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share

Indicate by check mark whether the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). YES ☐  NO ☑

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YES ☐  NO ☑

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☑  NO ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ☑  NO ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES ☐  NO ☑

Aggregate Market value of the common stock held by non affiliates of the registrant: No established market exists for the Registrant’s shares of common stock. As of April 29, 2016 there were 1,327,859 outstanding shares of common stock of Plymouth Industrial REIT, Inc.

EXPLANATORY NOTE

On March 30, 2016, Plymouth Industrial REIT, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year. The Company does not anticipate that its definitive proxy statement involving the election of directors will be filed before April 29, 2016 (i.e., within 120 days after the end of the Company’s 2015 fiscal year). Accordingly, Part III of the Original Form 10-K is hereby amended and restated as set forth below. The information included herein as required by Part III, Items 10 through 14 of Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officers and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on March 30, 2016 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.

PART III

Item 10.    Directors, Executive officers and Corporate Governance.

Executive Officers and Directors

We have provided below certain information about our executive officers and directors.

Name and Address(1)	Position(s)	Age(2)	Year First Became a Director
Jeffrey E. Witherell	Chairman of the Board, Chief Executive  Officer and Director	51	2011
Pendleton P. White, Jr.	President, Chief Investment Officer, Secretary and Director	56	2011
Daniel C. Wright	Chief Financial Officer and Treasurer	67	N/A
James M. Connolly	Senior Vice President and Chief Operating Officer	53	N/A
Anne Alger Hayward	Senior Vice President  and General Counsel	64	N/A
Martin Barber	Director	71	2015
Philip S. Cottone	Director	76	2011
Richard J. DeAgazio	Director	71	2011
David G. Gaw	Director	64	2011

⁽¹⁾ The address of each named officer and director is 260 Franklin Street, 19th Floor, Boston, Massachusetts 02110

⁽²⁾ As of April 29, 2016

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Directors

Jeffrey E. Witherell. Mr. Witherell is our Chief Executive Officer and Chairman of the Board and has held these positions since the formation of the company. He oversees all aspects of our business activities, including the acquisition, management and disposition of assets. Mr. Witherell has been involved in real estate investment, development and banking activities for over 25 years. He, along with Mr. White, formed Plymouth Industrial REIT in 2011. From April 2008 thru 2011 he was engaged in the formation and operation of Plymouth Group Real Estate and Plymouth Real Estate Capital LLC, a FINRA registered broker/dealer. From April 2000 to March 2008, Mr. Witherell was employed as an investment executive with Franklin Street Properties Corp., a publicly traded REIT, and its subsidiary, FSP Investments LLC. During that time, Mr. Witherell was involved in the acquisition and syndication of 34 separate property investments, structured as single asset REITs, in 12 states, which raised in the aggregate approximately $1.2 billion. Mr. Witherell graduated from Emmanuel College in Boston with a bachelor of science degree in business and is a member of several real estate organizations, including the Urban Land Institute (ULI) and NAIOP. He is a board member of AdventCare Inc., a Massachusetts based nonprofit organization that owns and operates skilled nursing facilities. In addition, he holds FINRA Series 7, 63, 79 and Series 24 General Securities Principal licenses. Mr. Witherell was selected as a director because of his ability to lead our company and his detailed knowledge of our strategic opportunities, challenges, competition, financial position and business.

Pendleton P. White, Jr. Mr. White is our President and Chief Investment Officer and one of our directors. He has served in these positions since the formation of the company. Along with Mr. Witherell, Mr. White actively participates in the management of our company and is primarily responsible for the overall investment strategy and acquisition activities. Mr. White has over 25 years of experience in commercial real estate, serving in numerous capacities including investment banking, property acquisitions and leasing. From November 2008 through March 2011, Mr. White was engaged in the formation of Plymouth Group Real Estate. Prior to that, Mr. White was Executive Vice President and Managing Director at Scanlan Kemper Bard (SKB) from September 2006 through November 2008, where he ran SKB’s East Coast office and managed the funding of SKB Real Estate Investors Fund I. From March 2002 through September 2006, Mr. White was employed as an investment executive with Franklin Street Properties Corp., a publicly traded REIT, and its subsidiary, FSP Investments LLC. During that time, Mr. White was involved in the acquisition and syndication of numerous structured REITs throughout the United States. Mr. White received a bachelor of science degree from Boston University and is a member of several real estate organizations, including ULI and NAIOP. Mr. White was selected as a director because of his extensive knowledge and insight regarding industrial properties and detailed knowledge of our acquisition and operational opportunities and challenges.

Martin Barber. Mr. Barber is one of our independent directors, a position he has held since February 2015.  He is currently a director of several public and private companies in the United States and the United Kingdom and manages personal investments.  From 1981 to 2006 he served as Chairman of CenterPoint Properties Trust Inc., an NYSE listed REIT which was the first industrial REIT established in the United States.  Mr. Barber was selected as a director because of his extensive experience with real estate ownership and management and his experience with public REITs.

Philip S. Cottone. Mr. Cottone is one of our independent directors and chairman of the compensation committee, positions he has held since November 2011. He is an attorney by background and is currently a mediator and arbitrator for FINRA, the American Arbitration Association, and the Counselors of Real Estate, primarily in securities, real estate and general commercial matters. He is an officer of the Executive Committee of the governing Council of the Dispute Resolution Section of the American Bar Association, has been certified by the International Mediation Institute at The Hague and is a member of the American College of Civil Trial Mediators. From 2003 to December of 2007, he was a member of the Board of Directors of Government Properties Trust (NYSE—GPT) and Chair of the Nominating and Governance Committee, and from 2004 to December 2008 he was lead director of Boston Capital REIT, a public, non-traded REIT. From 1972 to 1981, Mr. Cottone was senior real estate officer and group executive of IU International (NYSE—IU), a $2 billion Fortune 100 company, and previously, from 1966 to 1972, he was Manager of Real Estate at the Port of New York Authority where, among other things he was responsible for acquisition of the World Trade Center property in Manhattan. In 1981 he co-founded Ascott Investment Corporation, an investment, development and syndication company headquartered in Philadelphia, and as Chairman and CEO, a position he still holds, and founder of its captive broker dealer, he headed a staff of 65 in the capital raising, acquisition, management and sale of more than thirty real estate programs in fourteen states. From 1977 through 1983 and again from 1998 through 2002, he was General Counsel and a member of the Executive Committee of the International Right of Way Association, and from 1988 to 1997, he was Trustee and Treasurer of the IRWA Foundation. In 1988, he was national President of RESSI, the Real Estate Securities & Syndication Institute, and in 2004 he was national Chair of the Counselors of Real Estate, both divisions of the

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National Association of Realtors. From 1985 to 1991, he was Governor of the National Association of Securities Dealers, the predecessor to FINRA, and Vice Chairman in 1991. For ten years from 1995 to 2005 he was an adjunct on the faculty of the Real Estate Institute at New York University teaching a course he wrote in real estate securities. Mr. Cottone has an A.B from Columbia College (1961) where he was awarded the Burdette Kinne Memorial Prize for Humanities and an L.L.B. from NYU where he received the Administrative Law prize. Mr. Cottone was selected as a director because of his extensive investment and finance experience, board service and corporate governance experience.

Richard J. DeAgazio. Mr. DeAgazio is one of our independent directors and chairman of our corporate governance committee, positions he has held since November 2011. He has been the principal of Ironsides Assoc. LLC., a consulting company in marketing and sales in the financial services industry, since he founded the company in June 2007. In 1981, he joined Boston Capital Corp., a diversified real estate and investment banking firm, which, through its various investment funds, owns over $12 billion in real estate assets, as Executive Vice President and Principal. He founded and served as the President of Boston Capital Securities, Inc., a FINRA-registered broker dealer, which is an affiliate of Boston Capital Corp., from 1981 through December 2007. Mr. DeAgazio formerly served on the National Board of Governors of FINRA and served as a member of the National Adjudicatory Council of FINRA. He was the Vice Chairman of FINRA’s District 11, and served as Chairman of the FINRA’s Statutory Disqualification Subcommittee of the National Business Conduct Committee. He also served on the FINRA State Liaison Committee, the Direct Participation Program Committee and as Chairman of the Nominating Committee. He is a founder and past President of the National Real Estate Investment Association. He is past President of the National Real Estate Securities and Syndication Institute and past President of the Real Estate Securities and Syndication Institute (MA Chapter). Prior to joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment-banking firm owned by four major European banks, and was a Vice President of Burgess & Leith/Advest. He was member of the Boston Stock Exchange for 42 years. He was on the Board of Directors of Cognistar Corporation and FurnitureFind.com. He currently serves as a Vice-Chairman of the board of Trustees of Bunker Hill Community College, the Board of Trustees of Junior Achievement of Massachusetts and the Board of Advisors for the Ron Burton Kid’s Training Village and is on the Board of Corporators of Northeastern University. He graduated from Northeastern University. Mr. DeAgazio was selected as a director because of his extensive senior executive officer and board service experience and experience with real estate operations.

David G. Gaw. Mr. Gaw is one of our independent directors and chairman of our audit committee, positions he has held since November 2011. He is currently a real estate project consultant and is managing personal investments. From November 2009 through January 2011, Mr. Gaw served as Chief Financial Officer of Pyramid Hotels and Resorts, a REIT that focused on hospitality properties. From September 2008 through November 2009, Mr. Gaw was engaged in managing his personal investments. From June 2007 to September 2008, he was Chief Financial Officer of Berkshire Development, a private real estate developer that focused on retail development. From April 2001 until June 2007, he served as the Senior Vice President, Chief Financial Officer and Treasurer of Heritage Property Investment Trust, Inc., a publicly traded REIT listed on the NYSE. Mr. Gaw was serving in those capacities when Heritage Property engaged in its initial public offering. Mr. Gaw served as Senior Vice President of Boston Properties, Inc., a publicly traded REIT listed on the NYSE, from 1982 - 2000, and also served as its Chief Financial Officer beginning at the time of its initial public offering in 1997. Mr. Gaw received a bachelor of science degree and an MBA from Suffolk University. Mr. Gaw was selected as a director because of his extensive experience with financial reporting, accounting and controls and REIT management.

Executive Officers

Daniel C. Wright. Mr. Wright is the Executive Vice President and Chief Financial Officer of our company, and has held those positions since May 2014. He is responsible for the financial performance, compliance and regulatory reporting. Mr. Wright has over 30 years of significant accounting and financial reporting experience within the real estate industry. Prior to joining Plymouth, he was a principal with Carleton Advisory Group where he was responsible for providing financial and operational expertise to commercial real estate and hospitality investment firms. From 2005 thru 2009, he was the CFO at Pyramid Advisors in Boston where he directed the financial and legal operations across an $8 billion portfolio of properties and 7,600 employees. While at Pyramid he provided leadership and oversight to 9 financial executives and was additionally responsible for the placement of

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over $1.5 billion of securitized debt. From 1999 to 2005, Mr. Wright was the CFO at Prism Venture Partners where he managed the financial and legal affairs of the company. Assets under management grew from $150 million to over $1 billion in 40 separate investments under his tenure. From 1995 to 1999, he was the CFO for Leggat McCall Properties in Boston, where he responsible for the financial performance of the firm. From 1982 to 1995, Mr. Wright was affiliated with Sheraton Hotels where he held several successive positions including Internal Audit Director, Director of Strategic Projects and Planning, and Director of Corporate Development. Additionally he was the Senior Vice President and Division Controller of the Pacific Division based in Honolulu, Hawaii, where he managed the financial operations across six countries. Mr. Wright holds a BSBA from Babson College and a Juris Doctorate from Suffolk University Law School. He is a former CPA, a member of the Massachusetts Bar, the Massachusetts Society of Public Accountants, and the American Institute of Certified Public Accountants.

James M. Connolly. Mr. Connolly is a Senior Vice President and the Chief Operating Officer of our company. He has served as the Director of Asset Management since May 2011 and has direct responsibility for overseeing the day to day operating activities of our properties. Mr. Connolly is an experienced real estate asset management executive with a significant background in property level and portfolio wide operations. From 1998 to May 2011, Mr. Connolly was employed with Nortel Corporation, where he held positions as Global Leader Real Estate Asset Management from 1998 through December 2003, Director of Real Estate Finance from January 2004 through December 2008, Director of Real Estate for Europe, Middle East and Africa from December 2008 through March 2009, and Director of Real Estate Asset Management from April 2009 through May 2011. His responsibilities included asset, property and facilities management functions across Nortel’s global portfolio of office, industrial, and distribution properties. In addition, he managed internal and external personnel on a national and global basis. Prior to Nortel, Mr. Connolly was affiliated with Bay Networks from 1996 to 1998 and Raytheon from 1986 to 1996 where his responsibilities with those companies included facility finance and property administration. Mr. Connolly holds a BSBA from the University of Massachusetts and an MBA in Real Estate Financial Management from Northeastern University, and is a member of several real estate organizations including NAIOP.

Anne Alger Hayward. Ms. Hayward is our Senior Vice President and General Counsel and has served in these positions since March 2011. Ms. Hayward is responsible for the overall legal operations and compliance of our company. Ms. Hayward has over 30 years of experience in the practice of law, specializing in project finance, securities, equipment leasing and real estate transactional matters. She has structured and documented a wide variety of complex commercial transactions and public and private equity and debt securities offerings. Prior to joining Plymouth, from November 2007 through February 2011 she was General Counsel at Shane & Associates, Ltd., a Boston-based privately held real estate development and management company. Prior thereto, from April 2004 to November 2007 she was employed by Atlantic Exchange Company, an Internal Revenue Code Section 1031 exchange accommodator. Ms. Hayward is a graduate of Skidmore College and New England School of Law. She holds FINRA Series 22 and 63 licenses, is a licensed real estate broker, and is a member of the Massachusetts and Federal District Court Bars.

Nomination Process

General

The nominating and corporate governance committee of our board of directors will consider nominees for director positions made by stockholders, and will evaluate all nominees using the same standards, regardless of who recommended the nominee.  Stockholders should send nominations to Philip S. Cottone, c/o Plymouth Industrial REIT, Inc., 260 Franklin Street, 19th Floor, Boston, Massachusetts 02110.  Any stockholder nominations proposed for consideration by the governance and nominating committee should include the nominee’s name and qualifications for board membership.  See "Stockholder Proposals."

Unless filled by a vote of the stockholders as permitted by the Maryland General Corporation Law, a vacancy that results from the removal of a director will be filled by a vote of a majority of the remaining directors. Any vacancy on the board of directors for any other cause will be filled by a vote of a majority of the remaining directors, even if such majority vote is less than a quorum. The board of directors believes that the primary reason for creating a standing nominating committee is to ensure that candidates for independent director positions can be identified and their qualifications assessed under a process free from conflicts of interest with us.

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Board Membership Criteria

We believe members of our board of directors should meet the following criteria: (1) have significant business or public experience that is relevant and beneficial to the board of directors and the company, (2) are willing and able to make a sufficient time commitment to our affairs in order to effectively perform the duties of a director, including regular attendance of board meetings and committee meetings, (3) are individuals of character and integrity, (4) are individuals with inquiring minds who are willing to speak their minds and challenge and stimulate management, and (5) represent the interests of the company as a whole and not only the interests of a particular stockholder or group.

Since each nominee for director is currently on our board, we also considered the significant contributions that each such individual has made to our board and its committees during his tenure as a director. We believe that each of the director nominees possesses the knowledge, experience, integrity and judgment necessary to make independent decisions and a willingness to devote adequate time to board duties. In addition, we believe that each of the nominees brings his own particular experiences and set of skills, giving the board, as a whole, competence and experience to perform its obligations and responsibilities. The board does not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the board values diversity, in its broadest sense, including, but not limited to, profession, geography, gender, ethnicity, skills and experience and strives to nominate directors so that as a group, the board will possess the appropriate talent, skills and expertise to oversee the company’s business.

Information About our Audit Committee

The Board of Directors has a separately designated standing Audit Committee. The members of the Audit Committee are David G. Gaw (chairman), Philip S. Cottone and Richard J. DeAgazio. The Board of Directors has determined that Mr. Gaw is an “Audit committee financial expert” under the regulations promulgated by the Securities and Exchange Commission. The Board of Directors has also determined that each of the directors serving on our Audit Committee is “independent” within the meaning of the applicable rules of the Securities and Exchange Commission.

Code of Conduct

Our board of directors has established a code of business conduct and ethics.  Among other matters, the code of business conduct and ethics is designed to deter wrongdoing and to promote:

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

· compliance with applicable governmental laws, rules and regulations;

· prompt internal reporting of violations of the code to appropriate persons identified in the code; and

· accountability for adherence to the code.

Waivers to the code of business conduct and ethics will only be granted by the nominating and corporate governance committee of the board.  The committee has never granted any waiver to the code.  If the committee grants any waiver from the code of business conduct and ethics to any of our officers, we expect to disclose the waiver within five business days on the corporate governance section of our corporate website at www.plymouthreit.com. A copy of our code of conduct will be provided to any person without charge, upon request. All requests should be directed to Corporate Secretary, Plymouth Industrial REIT, Inc., 260 Franklin Street, 19th Floor, Boston, Massachusetts 02110.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company believes that all of its directors, officers and applicable stockholders timely filed these reports.

Item 11.   Executive Compensation

Summary Compensation Table

Prior to May 2014, we were externally advised by Plymouth Real Estate Investors, Inc., an affiliate of the company, pursuant to the terms of an advisory agreement. As a result, we have no employees prior to the termination of the advisory agreement in May 2014. Applicable SEC rules require that a registrant provide information regarding the material components of its executive compensation program with respect to the last two completed fiscal years. However, because we did not have any employees until May 2014, no compensation was paid to any of our named executive officers prior to that term. Messrs. Witherell, White and Wright, our named executive officers prior to that time. The following Summary Compensation Table sets forth compensation that we paid our named executive officers during the fiscal year ended December 31, 2015 and the period from May 6, 2014 through December 31, 2014 following the completion of this offering, in order to provide some understanding of our expected compensation levels.

Name and Principal Position	Salary	Bonus	Stock Awards	All Other Compensation(1)	Total
Jeffrey E. Witherell
Chief Executive Officer
2015	$300,000	—	—	$1,404	$301,404
2014	$145,000	—	—	$854	$145,854
Pendleton P. White, Jr.
President and Chief
Investment Officer
2015	$250,000	—	—	$26,711	$276,711
2014	$117,000	—	—	$14,441	$131,441
Daniel C. Wright
Executive Vice President
and Chief Financial Officer
2015	$200,000	—	—	$20,507	$220,507
2014	$99,167	—	—	$12,345	$111,512

(1) Represents reimbursement of up to $10,000 annually for reasonable professional expenses and advice from professional advisors and amounts paid by us for healthcare benefits for each officer.

Outstanding Equity Awards at Fiscal Year-End December 31, 2015

None of our named executive officers held any equity awards at December 31, 2015.

Base Salaries

Our named executive officers earn annualized base salaries that are commensurate with their positions and are expected to provide a steady source of income sufficient to permit these officers to focus their time and attention on their work duties and responsibilities. The annual base salaries of our named executive officers, are set forth in the Summary Compensation Table above.

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Cash Bonuses

Our named executive officers and certain employees will be eligible to earn annual bonuses based on the attainment of specified performance objectives established by our compensation committee. Eligibility to receive these cash bonuses is expected to incentivize our named executive officers to strive to attain company and/or individual performance goals that further our interests and the interests of our stockholders. The applicable terms and conditions of the cash bonuses will be determined by our compensation committee.

Other Elements of Compensation Retirement Plans

The Internal Revenue Code of 1986, as amended, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to a 401(k) plan. We expect to establish a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We expect that our named executive officers will be eligible to participate in the 401(k) plan on the same terms as other full-time employees.

Employee Benefits and Perquisites

We expect that our full-time employees, including our named executive officers, will be eligible to participate in health and welfare benefit plans, which will provide medical, dental, prescription and other health and related benefits. We may also implement additional benefit and other perquisite programs as our compensation committee determines appropriate, though we do not expect any such additional benefits and perquisites to constitute a material component of our named executive officers’ compensation package.

Additional Compensation Components

As we formulate and implement our compensation program, we may provide different and/or additional compensation components, benefits and/or perquisites to our named executive officers, to ensure that we provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure at this time to properly attract, motivate and retain the top executive talent for which we compete.

Executive Compensation Arrangements

In September 2014, we entered into employment agreements with certain executive officers of the company, including Messrs. Witherell, White and Wright. The following is a summary of the material terms of the agreements.

Under the agreements, Mr. Witherell serves as Chief Executive Officer of our company, Mr. White serves as President and Chief Investment Officer of our company and Mr. Wright serves as Chief Financial Officer of our company. Each reports directly to the board. The initial term of the employment agreements will end on the third anniversary of the date thereof. On that date, and on each subsequent one year anniversary of such date, the term of the employment agreements will automatically be extended for one year, unless earlier terminated. Pursuant to the employment agreements, during the terms of Messrs. Witherell’s and White’s employment, we will nominate each for election as a director.

Under the employment agreements, Messrs. Witherell, White and Wright receive initial annual base salaries in the amounts reflected in the “Summary Compensation Table” above, which are subject to increase at the discretion of our compensation committee. In addition, each of Messrs. Witherell, White and Wright will be eligible to receive an annual discretionary cash performance bonus targeted at 100% of the executive’s then-current annual base salary. The actual amount of any such bonuses will be determined by reference to the attainment of applicable company and/or individual performance objectives, as determined by our compensation committee. Beginning in calendar year 2015 and for each calendar year thereafter, Messrs. Witherell, White and Wright are each eligible to receive an annual equity award, as determined by our compensation committee in its sole discretion. Messrs. Witherell, White and Wright are also eligible to participate in customary health, welfare and fringe benefit plans, and, subject to certain restrictions, healthcare benefits are provided to them and their eligible dependents at our sole expense. Each of Messrs. Witherell, White and Wright will accrue four weeks of paid vacation per year.

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Pursuant to the terms of the employment agreements, if Mr. Witherell’s, Mr. White’s or Mr. Wright’s employment is terminated by the company without “cause,” by the executive for “good reason” (each as defined in the applicable employment agreement) or because the company elects not to renew the term of the employment agreement then, in addition to any accrued amounts, the executive will be entitled to receive the following:

• An amount, payable over a 12-month period, equal to (a) three times with respect to Mr. Witherell and (b) two times with respect to Messrs. White and Wright the sum of (1) the executive’s annual base salary then in effect, (2) the average annual bonus earned by the executive for the two prior fiscal years (substituting target bonus in the average for any fiscal year not yet completed if fewer than two fiscal years have been completed) and (3) the average value of any annual equity awards(s) made to the executive during the prior two fiscal years (excluding the initial grant of restricted stock described above, any award(s) granted pursuant to a multi-year, outperformance or long-term performance program and any other non-recurring awards), or if fewer than two years have elapsed, over such lesser number of years; and

• accelerated vesting of all outstanding equity awards held by the executive as of the termination date; and company-paid continuation healthcare coverage for 18 months after the termination date.

The executive’s right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of the company. The employment agreements also contain customary confidentiality and non-solicitation provisions.

Upon a termination of employment by reason of death or disability, the executive or his estate will be entitled to accelerated vesting of all outstanding equity awards held by the executive as of the termination date, in addition to any accrued amounts. In addition, upon a change in control of the company (as defined in the Plan), Messrs. Witherell, White and Wright will be entitled to accelerated vesting of all outstanding equity awards held by such executive as of the date of the change in control. In addition, under the employment agreements, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive receives the greater of the (a) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (b) net amount of the change in control payments and benefits without such reduction.

Compensation of Directors

Directors who are also our executive officers receive no compensation for board service.   The following table discloses compensation paid to members serving on our board of directors in 2015.

2015 Board of Directors Compensation

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Martin Barber	25,445	—	25,445
Darren R. Bertram (2)	24,445	—	24,445
Philip S. Cottone	34,000	—	34,000
Richard J. DeAgazio	34,000	—	34,000
David G. Gaw	32,500	—	32,500
Gregory E. Kraut (2)	31,750	—	31,750
Michael G. Reiter (2)	25,945	—	25,945
Richard H. Ross (2)	32,750	—	32,750
Paul W. White (2)	30,750	—	30,750
______

(1)	There were no stock awards granted to directors during the year ended December 31, 2015. The number of stock awards held by all directors as of December 31, 2015 was 90,053 shares.
(2)	Each of Messrs. Bertram, Kraut, Reiter, Ross and White resigned as directors of the Company as of February 12, 2016.

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During 2015, our non-officer directors received compensation according to the following guidelines:

Annual retainer fee	$25,000
Fee for each board meeting attended	1,000
Audit committee chairman retainer	5,000
Retainer for chairman of other committees	5,000
Fee for each committee meeting attended	500

Compensation Committee Interlocks and Insider Participation 

During 2015, the compensation committee consisted of Messrs. DeAgazio (chairman), Cottone and Gaw. None of these individuals has at any time served as an officer of the company.  No member of the compensation committee has any interlocking relationship with any other company that requires disclosure under this heading.  None of our executive officers served as a director or member of the compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Matters

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 29, 2016 by (1) each current director, (2) each named executive officer, and (3) all current directors and executive officers as a group.  No stockholder known to us owns beneficially more than 5% of our common stock. The number of shares beneficially owned by each entity, person, director or executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power.  Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his spouse) with respect to the shares set forth in the following table.

Directors and Executive Officers (1)	Amount and Nature of Beneficial Ownership	Percent of Class (2)
Martin Barber	- 0 -	-
David G. Gaw	13,042	*
Richard J. DeAgazio	11,438	*
Philip S. Cottone	11,948	*
Jeffrey E. Witherell	53,409(3)	4.0
Pendleton P. White, Jr.	53,409(3)	4.0
Daniel C. Wright	- 0 -	-
All directors and executive officers as a group (7 persons)	143,246	10.8%

_____________________

*	Beneficial ownership of less than 1% of the class is omitted.
(1)	The address of each director and executive officer is that of the company.
(2)	The percentage of shares owned provided in the table is based on 1,327,859 shares outstanding as of April 29, 2016.  Percentage of beneficial ownership by a person as of a particular date is calculated by dividing the number of shares beneficially owned by such person as of April 29, 2016 by the sum of the number of shares of common stock outstanding as of such date.
(3)	Includes 53,302 shares of common stock owned by Plymouth Group Real Estate of which Messrs. Witherell and White may be deemed to be the beneficial owners.

9

Director Independence

The Board of Directors, upon the advice of the Nominating and Governance Committee, has determined that all of the director nominees, other than Mr. Witherell and Mr. White, are “independent directors” as defined in Rule 303A.02 of the New York Stock Exchange Listed Company Manual. The independence question is analyzed annually in both fact and appearance to promote arms-length oversight. The Board of Directors considered the following information in determining whether or not our directors are independent. Mr. Witherell and Mr. White are current company officers, and accordingly the Board of Directors has concluded that neither is currently an independent director. With respect to our other directors, some serve on the boards of or have an ownership interest in privately held companies.

Item 14. Principal Accounting Fees and Services

Marcum LLP served as our independent auditors to audit our financial statements for the fiscal years ended December 31, 2014 and 2015. Aggregate fees billed to us by our independent auditors for the fiscal years ended December 31, 2015 and 2014 are set forth below.

Fees	2015		2014
Audit Fees (1)	$	360,349	$	234,567
Audit-Related Fees (2)		245,973		880,117
Tax Fees (3)		107,522		21,942
All Other Fees		—		—
Total	$	713,844	$	1,136,626

(1)	Fees for audit services billed in 2015 and 2014 consisted of audit of the company’s annual financial statements, reviews of the Company’s quarterly financial statements, consents and other services related to SEC matters, including services rendered in connection with the company’s registration statement on Form S-11.
(2)	Fees for audit-related services billed in 2015 and 2014 consisted of services that are reasonably related to the performance of the audit or the review of financial statements, including the preparation of audit required by regulation S-X Rule 3-14 relative to significant acquisitions.
(3)	Fees for tax-related services billed in 2015 and 2014 consisted of services that are reasonably related to the preparation of the tax returns of our taxable subsidiaries, including services rendered in connection with the company’s registration statement on Form S-11.

At its regularly scheduled and special meetings, the audit committee considers and pre-approves any audit and non-audit services to be performed by our independent accountants. The audit committee has delegated to its chairman, an independent member of our board of directors, the authority to grant pre-approvals of non-audit services provided that any such pre-approval by the chairman shall be reported to the audit committee at its next scheduled meeting. However, pre-approval of non-audit services is not required if (1) the aggregate amount of non-audit services is less than 5% of the total amount paid by us to the auditor during the fiscal year in which the non-audit services are provided; (2) such services were not recognized by the company as non-audit services at the time of the engagement; and (3) such services are promptly brought to the attention of the audit committee and, prior to completion of the audit, are approved by the audit committee or by one or more audit committee members who have been delegated authority to grant approvals. All services provided in 2015 were pre-approved.

The audit committee considered whether the provision of these services is compatible with maintaining the independent accountants’ independence and has determined that such services have not adversely affected the independence of Marcum LLP.

10

EX-31.1

Exhibit 31.3

Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey E. Witherell, certify that:

1. I have reviewed this annual report on Form 10-K of Plymouth Industrial REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2016

/s/   JEFFREY E. WITHERELL

Jeffrey E. Witherell

Chairman of the Board,Chief Executive Officer and Director

EX-31.2

Exhibit 31.4

Certification of Chief Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel C. Wright, certify that:

1. I have reviewed this annual report on Form 10-K of Plymouth Industrial REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2016

/s/  DANIEL C. WRIGHT

Daniel C. Wright

Chief Financial Officer

XML

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Mar. 15, 2016
Document And Entity Information
Entity Registrant Name	Plymouth Industrial REIT Inc.
Entity Central Index Key	0001515816
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		1,327,859
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Assets
Real estate properties	$ 138,236	$ 138,112
Less Accumulated depreciation	8,522	1,004
Real estate properties, net	129,714	137,108
Investments in real estate joint ventures	2,987	3,722
Cash	698	4,974
Restricted cash	757	744
Deferred lease intangibles, net	$ 14,773	19,424
Deferred financing costs, net		1,832
Other assets	$ 1,122	1,724
Total assets	150,051	169,528
Liabilities
Senior debt, net of discount	196,800	173,627
Deferred interest	8,081	1,653
Accounts payable, accrued expenses and other liabilities	4,268	4,149
Deferred lease intangibles - below market leases, net	1,941	2,473
Total liabilities	$ 211,090	$ 181,902
Stockholders' equity (deficit):
Preferred stock
Common stock	$ 13	$ 13
Additional paid-in capital	12,467	12,467
Accumulated deficit	(73,519)	(24,854)
Total stockholders' deficit	(61,039)	(12,374)
Total liabilities and stockholders' deficit	$ 150,051	$ 169,528

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	1,327,859	1,327,859
Common stock, shares outstanding	1,327,859	1,327,859

XML

Consolidated Income Statements - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Rental revenue	$ 19,290	$ 2,664
Equity investment income (loss)	(85)	175
Total revenues	19,205	2,839
Operating expenses
Property	5,751	604
Depreciation and amortization	12,136	1,642
General and Administrative	4,688	3,302
Acquisition costs	1,061	$ 2,773
Offering costs	938
Total operating expenses	24,574	$ 8,321
Operating loss	(5,369)	(5,482)
Gain on disposition of equity investment	1,380	332
Interest expense	(44,676)	(13,279)
Total other expenses, net	(43,296)	(12,947)
Net loss	$ (48,665)	$ (18,429)
Weighted-average common shares basic and diluted	1,327,859	1,298,642
Net loss per share--basic and diluted	$ (36.65)	$ (14.19)

XML

Consolidated Statement of Equity - USD ($) $ in Thousands	Common Stock	Issuance of Common Stock for Volume Discount	Issuance of Common Stock for Origination Fees Net of Share Issuance Costs of $39	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Beginning balance (shares) at Dec. 31, 2013	1,192,695
Beginning balance at Dec. 31, 2013	$ 12			$ 11,182	$ (6,235)	$ 4,959
Issuance of common stock for cash net of share issuance costs (shares)			114,010
Issuance of common stock for cash net of share issuance costs			$ 1
Stock dividend (shares)	19,087
Stock dividend				190	$ (190)
Issuance of common stock for noncash consideration (shares)		2,067
Issuance of common stock for noncash consideration				1,095		1,096
Net Income (Loss)					$ (18,429)	$ (18,429)
Ending balance (shares) at Dec. 31, 2014	1,327,859					1,327,859
Ending balance at Dec. 31, 2014	$ 13			12,467	(24,584)	$ (12,374)
Net Income (Loss)					(48,665)	$ (48,665)
Ending balance (shares) at Dec. 31, 2015	1,327,859					1,327,859
Ending balance at Dec. 31, 2015	$ 13			$ 12,467	$ (6,235)	$ (61,039)

XML

Consolidated Statement of Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2014 USD ($)
Issuance for Cash
Share issuance costs	$ 39

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Operating activities
Net loss	$ (48,665)	$ (18,429)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,180	1,587
Straight line rent adjustment	(404)	(80)
Intangible amortization in rental revenue , net	(351)	(52)
Equity investment (income) loss	85	$ (175)
Write-off of deferred offering costs	938
Gain on disposition of equity investment	(1,380)	$ (332)
Accretion of interest and amortization of deferred financing costs	26,100	$ 9,640
Changes in operating assets and liabilities:
Restricted cash	(13)
Other assets	(14)	$ (561)
Deferred leasing costs	(148)
Deferred interest	6,428	$ 1,653
Accounts payable, accrued expenses and other liabilities	937	1,444
Net cash used in operating activities	(4,351)	$ (5,305)
Investing activities
Proceeds from disposition of joint ventures	1,708
Real estate improvements	(124)	$ (215)
Acquisition of properties	434	154,003
Distributions from investments in real estate joint ventures	470	1,468
Net cash provided by (used in) investing activities	1,620	(152,750)
Financing activities
Deferred financing costs	1,095	2,845
Deferred offering costs	$ 450	488
Proceeds from issuance of common stock, net of offering costs		1,096
Proceeds from issuance of debt		165,000
Proceeds from revolving line of credit		2,000
Payments on revolving line of credit		2,000
Net cash provided by (used in) financing activities	$ (1,545)	162,763
Net increase (decrease) in cash	(4,276)	4,708
Cash at beginning of year	4,974	266
Cash at end of year	$ 698	4,974
Non-cash Investing and Financing Activities:
Common stock distributed or distributable as dividends		190
Deferred offering costs included in accrued expenses		384
Accrued distributions from real estate joint ventures		148
Accrued costs for acquisition of properties		434
Supplemental cash flow disclosures:
Interest paid	$ 12,148	$ 1,986
Income taxes paid	$ 18

XML

Business and Liquidity

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Business and Liquidity

(1)  Business and Liquidity

Business

Plymouth Industrial REIT, Inc., formerly known as Plymouth Opportunity REIT, Inc., is a Maryland corporation formed on March 7, 2011. The Company is a full service, vertically integrated, self-administered and self-managed organization. The Company is focused on the acquisition, ownership and management of single and multi-tenant Class B industrial properties, including distribution centers, warehouses and light industrial properties, primarily located in secondary and select primary markets across the Eastern half of the U.S. and Texas. Prior to May 6, 2014, the Company had retained Plymouth Real Estate Investors, Inc. (the “Advisor”), an affiliate of Plymouth Group Real Estate, LLC (the “Sponsor”), to serve as its advisor for managing, operating, directing and supervising the operations and administration of the Company and its assets. The advisory agreement was terminated on May 6, 2014.

All references to “the Company” refer to Plymouth Industrial REIT, Inc. and its subsidiaries, collectively, unless the context otherwise requires.  Our subsidiaries consist principally of our Operating Partnership, a wholly owned subsidiary, Plymouth Industrial OP, LP (the “Operating Partnership”), and special purpose wholly-owned subsidiaries of our Operating Partnership for each of the acquired properties discussed in Note 3.

The Company has operated in a manner that will allow it to qualify as a REIT for federal income tax purposes. The Company filed its initial Form 1120-REIT as its tax return for the tax year ended December 31, 2012. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of its properties and securities through an Operating Partnership.

Liquidity and Going Concern

As of December 31, 2015, the Company had an accumulated deficit of approximately $73,519 and had limited amounts of available liquidity evidenced by our cash position of $698. The Company continues to maintain arrangements with certain of its vendors to limit future expenses related to certain professional services.

The Company derives the capital required to purchase and originate real estate-related investments and conduct our operations from the proceeds of our prior offering, from secured financings from banks and other lenders and from any undistributed funds from our operations. On October 28, 2014, the Company entered into a loan agreement (the “Senior Loan”) with third party investment entities. The Senior Loan as described in Note (8) provided for secured loans in an aggregate amount up to $192,000, with cash funding amounts through December 31, 2015 of $165,000 and $20,000 of original issue discount. The Company used $155,000 of the net proceeds to acquire 20 industrial properties totaling approximately four million square feet, and additional net proceeds were utilized to repay existing indebtedness (the secured working capital loan), to pay fees and expenses and for working capital purposes.

The Senior Loan bears interest at a current pay rate equal to 7% per annum, coupled with payment-in-kind features with respect to the remaining interest at varying rates. The loans initially matured on April 28, 2015, and have been extended to February 29, 2016. The Company’s obligations under the Senior Loan are also guaranteed by Plymouth Industrial REIT, Inc. and each of our Operating Partnership’s subsidiaries.

As of February 9, 2016 the loan was transferred to a new entity, “Holder” and as of February 29, 2016 the Company was unable to pay the full amount of the loans due. The Company and Holder entered into a forbearance agreement acknowledging the default under the loan for non-payment in full at maturity and providing for a forbearance of action through April 30, 2016. During this period the Company will seek to restructure the loan, obtain alternative debt, additional equity or other capital.

The Company’s ability to meet its working capital needs and repay its borrowings under the Senior Loan is dependent on its ability to restructure the Senior Loan, issue additional equity or secure additional debt financing. There is no assurance, however, that additional debt or other forms of capital will be available to the Company, or on terms acceptable to the Company. In the event, those sources of capital are not available to the Company, it would seek an extension on the maturity of the Senior Loan, although there can be no assurance that such an extension would be provided or provided on terms acceptable to the Company.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These consolidated financial statements of the accounts of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. These consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company’s financial position and results of operations. The consolidated financial statements include the accounts of the Company on a consolidated basis for its wholly owned subsidiaries.

Equity Method of Accounting

The Company accounts for our 51.5% interest in Colony Hills Capital Residential II, LLC and our 50.3% interest in 5400 FIB LP under the equity method of accounting as the Company does not control but has the ability to exercise significant influence on these entities. Under the equity method of accounting, the Company recognizes our proportional share of net income or loss as determined under GAAP in our results of operations. The 51.5% interest in Colony Hill Capital Residential II, LLC was liquidated in 2015.

The Company’s policy is to consolidate all entities that are wholly owned and those in which it owns less than 100% but controls, as well as any variable interest entities in which it is the primary beneficiary. The Company evaluates its ability to control an entity and whether the entity is a variable interest entity and the Company is the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our consolidated financial statements.

Income Taxes

The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with the tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four tax years following the year during which qualification is lost, unless it is able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.

The Company files income tax returns in the U.S federal jurisdiction and various state jurisdictions. The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be primarily from 2012 and thereafter.

To the extent the Company does not utilize the full amount of the annual federal tax basis net operating loss (NOL) limit, the unused amount may be carried forward to offset taxable income in future years. NOLs expire 20 years after the year in which they arise. The Company’s NOL of approximately $42,306 in 2015, $14,113 in 2014, $3,019 in 2013, and $1,889 in 2012, expire in the years 2035, 2034, 2033, and 2032, respectively.

The Company’s net tax basis of real estate amounted to $153,393.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding impairments. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

Risks and Uncertainties

The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position.  Should the Company experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt, or meet other financial obligations.

Segments

The Company has one reportable segment–industrial properties.  These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment.

Revenue Recognition and Tenant Receivables

Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2015 and 2014 the Company did not recognize an allowance for doubtful accounts.

Tenant Concentration and Rental Revenue Components

For the years ended December 31, 2015 and 2014, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

The following tenant represents 10% or greater of rental revenue for the years ended December 31, 2015 and 2014:

	2015		2014
Pier One		12.3%		12.0%

Rental revenue is comprised of the following:

	Year Ended			Year Ended
	December 31,			December 31,
(in thousands)	2015			2014
Income from leases	$	13,710		$	1,989
Straight-line rent adjustment		606			80
Reimbursable expenses		4,623			544
Amortization of above market leases		(182	)		(24	)
Amortization of below market leases		533			75
Total	$	19,290		$	2,664

Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2015 and 2014. The Company maintains cash and restricted cash representing tenant security deposits, in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2015, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss.

Financial Instruments

The Company estimates that the carrying value of cash, restricted cash, senior debt, and deferred interest approximate their fair values based on their short-term maturity and prevailing interest rates.

Deferred Offering Costs

Effective June 16, 2014, the Company filed an S-11 registration with the SEC for the issuance of securities issued by real estate companies to raise funds in the public market on the New York Stock Exchange, and subsequently amendments thereto, the most recent filed as of February 5, 2015. During the quarter ended September 30, 2015, we elected to postpone the offering until market conditions improve. Accordingly, deferred offering costs of $938 were expensed in the year ended December 31, 2015.

Business Combinations

In accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 “Business Combinations”, the assets and liabilities acquired are recorded at their fair values as of the acquisition date. Acquisition related costs are recognized as expense in the periods in which incurred.

The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, the allocation of those cash flows to identifiable intangible assets, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on management’s estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period.

Depreciation

Depreciation of buildings and other improvements is computed using the straight-line method over the estimated remaining useful lives of the assets, which generally range from 11 to 34 years for buildings and 3 to 13 years for site improvements.  Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred.  Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. 

Amortization of Deferred Lease Intangibles - Assets and Liabilities

Deferred Lease Intangible assets consist of leases in place, leasing commissions, tenant relationships, and above market leases. Deferred Lease Intangible liabilities represent below market leases. These intangibles have been recorded at their fair market value in connection with the acquisition of properties in 2014. Intangible assets are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period.

Impairment of Long-Lived Assets

The Company assesses the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.

Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, the Company considers current market conditions, as well as our intent with respect to holding or disposing of the asset. Our intent with regard to the underlying assets might change as market conditions change, as well as other factors. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. The Company has determined there is no impairment of value of long lived assets.

Deferred Financing Costs

Deferred financing costs are amortized over the life of the related debt instrument on a straight line basis which approximates the effective interest method. Amortization of this expense is included in interest expense in the consolidated income statements. At December 31, 2015 and December 31, 2014 gross deferred financing costs amounted to $3,940 and $2,845, respectively, and accumulated amortization amounted to $3,940 and $1,013, respectively, for net amounts of $0, and $1,832, respectively. Amortization of deferred financing costs, included in interest expense, was $2,927 in 2015 and $1,013 in 2014.

Discount on Borrowings

Original issue discount on the Company’s debt amounted to $20,000 during the year ended December 31, 2014 and is recorded as a reduction of debt. The amount is amortized from the date the borrowings were obtained through the initial maturity date of April 28, 2015 on a straight line basis which approximates the effective interest method. Amortization of the amount is included in interest expense and amounted to $12,877 in 2015 and $7,123 in 2014 and is accreted to the Senior Loan.

Earnings per Share

Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each year, which is also presented on the consolidated income statements. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock-based awards under the 2014 Incentive Award Plan.

Recent Accounting Pronouncements

The Company has evaluated all ASUs released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) to address financial reporting consolidations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015–02 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-02.

In April 2015, the FASB issued ASU 2015-03 Interest – Imputation of Interest (Subtopic 835-30) as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years. The Company is evaluating the impact of ASU 2015-03, and if early adoption is appropriate in future reporting periods.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the potential impact that the adoption of ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

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Business Combinations

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Business Combinations

(3)  Business Combinations

During the fourth quarter of 2014 the Company through subsidiaries of its Operating Partnership, completed the acquisition of 20 industrial properties comprising approximately 4,000,000 square feet for an aggregate purchase price of approximately $155 million.

The allocation of purchase price in accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 “Business Combinations,” of the assets and liabilities acquired at their fair values as of the acquisition date is as follows:

Purchase price allocation:

	Total
Real estate properties:
Land	$	18,051
Building		109,430
Site improvements		10,416
Total real estate properties		137,897
Deferred lease intangibles:
Above market lease		1,122
Lease in place		14,289
Tenant relationships		2,068
Leasing commission		2,606
Total deferred lease intangibles		20,085
Deferred lease Intangibles - below market leases		(2,548	)
Totals	$	155,434

The above real estate investment of $155,434 is recorded net of acquired other assets of $41, assumed accounts payable, accrued expenses, and other liabilities of $1,038, and a non-cash adjustment to the carrying value of the properties of $434, for a total cash purchase price of $154,003.

The operating results for each of the acquisitions are included in the consolidated results of operations from the respective dates of acquisition. The following table presents consolidated unaudited pro forma information as if the acquisitions had occurred on January 1, 2014:

	2014
Revenues	$	18,467
Net loss	$	(50,643	)

The unaudited pro forma results reflect certain adjustments related to the acquisitions, such as amortization expense related to the intangible assets, and interest expense associated with the borrowings to fund the acquisitions.

These acquired businesses contributed total revenues of $2,664 in 2014. The Company has concluded it is impractical to determine the acquired businesses’ impact on 2014 net loss due to the inability to segregate certain costs related to integration of the properties acquired into the Company.

The allocation of the purchase price consideration was based on preliminary estimates of fair value and such estimates and assumptions did not change within the measurement period (up to one year from the acquisition date).

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Real Estate Properties

12 Months Ended

Dec. 31, 2015

Real Estate [Abstract]

Real Estate Properties

(4) Real Estate Properties

Real estate properties consisted of the following at December 31, 2015 and 2014:

	2015			2014
Land	$	18,051		$	18,051
Buildings		109,725			109,430
Site improvements		10,442			10,416
Construction in process		18			215
		138,236			138,112
Less accumulated depreciation		(8,522	)		(1,004	)
Real estate properties	$	129,714		$	137,108

Depreciation expense was $7,518 in 2015 and $1,004 in 2014.

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Deferred Lease Intangibles

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Deferred Lease Intangibles

(5) Deferred Lease Intangibles

Deferred Lease Intangible assets consisted of the following at December 31, 2015 and 2014:

	2015			2014
Above market lease	$	1,122		$	1,122
Lease in place		14,289			14,289
Tenant relationships		2,068			2,068
Leasing commission		2,606			2,606
Leasing commission after acquisition		148			—
		20,233			20,085
Less Accumulated amortization		(5,460	)		(661	)
Deferred Lease Intangibles	$	14,773		$	19,424

Deferred Lease Intangibles - Below Market Leases at December 31, 2015 and 2014 were:

	2015			2014
Below market leases	$	2,548		$	2,548
Less accumulated amortization		(607	)		(75	)
Deferred Lease Intangibles	$	1,941		$	2,473

Amortization of above and below market leases was recorded as an adjustment to revenues and amounted to $351 and $52 in 2015 and 2014, respectively. Amortization of all other deferred lease intangibles has been included in depreciation and amortization in the accompanying consolidated income statements and amounted to $4,618 and $638 in 2015 and 2014, respectively.

Projected amortization of deferred lease intangibles for the next five years as of December 31, 2015 is as follows:

Years Ending December 31,
2016	$	3,699
2017		3,135
2018		2,490
2019		1,832
2020		832

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Investments in Real Estate Joint Ventures

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Investments in Real Estate Joint Ventures

(6) Investments in Real Estate Joint Ventures

The Company, through its Operating Partnership, has the following investment in real estate joint ventures, which are accounted for on the equity method of accounting based on significant influence over the entities and lack of control over the entities:

· At December 31, 2014 a 51.5% equity interest in the Class A shares of Colony Hills Capital Residential II, LLC (“CHCR II”) which is a joint venture with Colony Hills Capital, LLC, for an investment of $1,250. The Company has no controlling interest in CHCR II. CHCR II is the sole member of Wynthrope Holdings, LLC, which owned Wynthrope Forest Apartments, a 23 building, 270 unit multifamily complex located in Riverdale, a suburb of Atlanta, Georgia. In July 2015 Wynthrope Holdings, LLC, sold Wynthrope Forest Apartments and the Company’s investment liquidated. For the year ended December 31, 2015, the Company recognized a gain of $1,380 related to the disposition of the investment.

· At December 31, 2015 and 2014 a 50.3% interest in TCG 5400 FIB LP (“5400 FIB”), which was obtained in October and November of 2013 for a total of $3,900. 5400 FIB owns a warehouse facility (the “Property”) in Atlanta, Georgia containing 682,750 rentable square feet of space. The initial purchase price of the Property was $21,900 which included $15,000 of secured debt.

The Company performed an analysis to determine whether or not these entities represent variable interest entities (“VIE”s), and if the Company is the primary beneficiary (“PB”) of the VIEs.

The Company concluded that CHCR II is a VIE. The Company has determined that it is not the PB of the VIE as the Company does not have the ability to make decisions over the activities that most significantly impact the performance of CHCR II. The Company accounts for the CHCR II investment as an equity method investment.

The Company concluded that 5400 FIB is not a VIE. The Company accounts for the 5400 FIB investment as an equity method investment.

On November 24, 2014, the Company acquired a 100% fee simple interest in the real property assets of the TCG Cincinnati DRE LP (the “Partnership”), which the Company, through its Operating Partnership, held a 12.3% limited partnership interest acquired in 2012, and accounted for on the equity method. At December 31, 2014, the Company included the amount due for its Partnership interest, $22, in Other assets. The Partnership was liquidated in 2015.

The Company recorded income (loss) from its investments in real estate joint ventures in the amounts of $(85) in 2015 and $175 in 2014, respectively. Distributions amounted to $2,178 in 2015 and $1,468 in 2014.

Management of the Company monitors the financial position of the Company’s joint venture partners. To the extent that management of the Company determines that a joint venture partner has financial or liquidity concerns, management will evaluate all actions and remedies available to the Company under the applicable joint venture agreement to minimize any potential adverse implications to the Company.

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Future Minimum Rental Receipts Under Non-Cancellable Leases

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Future Minimum Rental Receipts Under Non-Cancellable Leases

(7) Future Minimum Rental Receipts Under Non-Cancellable Leases

The following schedule indicates approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties, by year, as of December 31, 2015:

Year ending December 31,	Future Minimum Rental Receipts
2016	$	13,735
2017	$	13,112
2018	$	11,150
2019	$	8,622
2020	$	4,786
Thereafter	$	7,981
Total Minimum Rental Receipts	$	59,386

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Senior Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Senior Debt

(8) Senior Debt

On October 28, 2014, the Company, its Operating Partnership and certain subsidiaries of its Operating Partnership entered into a senior secured loan agreement (Senior Loan) with investment entities, or the Funds, managed by Senator Investment Group LP. The Senior Loan was a $192,000 facility with $71,000 designated as Tranche A, $101,000 designated as Tranche B and $20,000 designated as Tranche C and the deemed original issue discount.

The Company borrowed $69,200 under Tranche A and $95,800 under Tranche B for a total of $165,000. At December 31, 2015, there was $165,000 of indebtedness outstanding under the Senior Loan and $20,000 of original issue discount, which was accreted over the initial six month term of the Senior Loan through April 28, 2015, and PIK is also accreted to debt. Accordingly, there was $196,800, net of $0 of unamortized original issue discount, and deferred interest payable of $8,081, and $173,627, net of $12,877 of unamortized original issue discount, and deferred interest payable of $1,653, outstanding at December 31, 2015 and 2014, respectively.

The Senior Loan initially matured on April 28, 2015, and has been extended to the current maturity date of February 29, 2016. As of February 9, 2016 the Senior Loan was transferred to a new entity, “Holder”. As of February 29, 2016 the Company was unable to pay the full amount of the Senior Loan due and Company and Holder entered into a forbearance agreement acknowledging the default under the loan for non-payment in full at maturity and providing for a forbearance of action through April 30, 2016. During this period the Company will seek to restructure the loan, obtain alternative debt, additional equity or other capital. There is no assurance, however, that those forms of capital or restructure will be available to us, or on terms acceptable to us.

The proceeds from the borrowings were used to fund the acquisitions discussed in note 3 as well as repay the Company’s previous secured line of credit, and fund working capital. The relevant terms of the borrowing arrangement are as follows:

· The borrowings under the Senior Loan bear interest at a current pay rate equal to 7% annum.

· The borrowings under the Senior Loan were made in tranches and also accrue payment-in-kind (PIK) interest at an annual rate of 3% compounded monthly on Tranche A amounts, and at an annual rate of 8% compounded monthly on Tranche B amounts. Interest on Tranche C accrues only upon default. The weighted average of PIK interest was approximately 5% at December 31, 2015 and 2014. Accrued PIK interest amounted to $11,800 at December 31, 2015 and $1,504 at December 31, 2014, respectively, and is included in debt in the consolidated balance sheets. All PIK amounts are due at maturity.

· With respect to repayment of (a) Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A will be payable; (b) Tranche B, a make-whole fee in an amount equal and five percent (5%) of the outstanding balance of Tranche B will be payable; and (c) Tranche C (the original issue discount) on or after an event of default, a make whole fee in an amount equal to five percent (5%) of the outstanding balance of Tranche C will be payable. The Company has accrued the make-whole fees due upon the maturity of the Senior Loan on February 29, 2016 on the straight line basis which approximates the effective interest rate. The amount of make whole fees accrued at December 31, 2015, and 2014 was $8,081, and $1,653, respectively, and is included in deferred interest in the accompanying consolidated balance sheets.

· The borrowings under the Senior Loan are secured by first lien mortgages on all of the Company’s existing properties and pledges of equity interests in the Operating Partnership.

· The obligations under the Senior Loan are guaranteed by the Company.

· The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements.

· The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200.

· The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Stockholders' Equity

(9)  Stockholders’ Equity

Preferred Stock

The Company’s amended and restated charter authorizes the Company to issue up to 100,000,000 shares of its $0.01 par value preferred stock as of December 31, 2015 and 2014. As of December 31, 2015 and 2014, there were no shares of preferred stock issued and outstanding.

Common Stock

The Company at December 31, 2015 and 2014 has 900,000,000 shares of authorized common stock at $0.01 par value, of which 1,327,859 were issued and outstanding at December 31, 2015 and 2014, respectively, including stock dividends.

Common stockholders have full voting rights and are entitled to one vote per share held and are entitled to receive dividends when and if declared.

Distributions

The Company’s Board of Directors declared a stock distribution of 0.015 shares each of our common stock, or 1.5% per distribution of each outstanding share of common stock, to our stockholders of record at the close of business on March 31, 2014 and was issued on April 15, 2014.There were no distributions declared or made during the year ended December 31, 2015.

2014 Incentive Award Plan

In April 2014, the Company’s Board of Directors adopted, and in June 2014 the Company’s stockholders approved, the 2014 Incentive Award Plan, or Plan, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The aggregate number of shares of our common stock and/or LTIP units of partnership interest in our Operating Partnership, or LTIP units that are available for issuance under awards granted pursuant to the Plan is 750,000 shares/LTIP units. Shares and units granted under the Plan may be authorized but unissued shares/LTIP units, or, if authorized by the board of directors, shares purchased in the open market. If an award under the Plan is forfeited, expires or is settled for cash, any shares/LTIP units subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Plan. However, the following shares/LTIP units may not be used again for grant under the Plan: (1) shares/LTIP units tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. The maximum number of shares that may be issued under the Plan upon the exercise of incentive stock options is 750,000.

The Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, performance shares, other incentive awards, LTIP units, SARs, and cash awards.

No awards have been granted to date under the Plan.

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Commitments

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments

(10) Commitments

Operating Leases

The Company leases space for its corporate office under the terms of a sub-lease. Rental expense for operating leases, including common-area maintenance, was $328 in 2015 and $331 in 2014. Future amounts of minimum future annual rental commitments under the operating lease as of December 31, 2015 were $189 for 2016. The lease expires August 31, 2016.

Employment Agreements

On September 10, 2014, the Company entered into employment agreements with Jeffrey E. Witherell, the Company’s Chief Executive Officer, Pendleton P. White, Jr., the Company’s President and Chief Investment Officer, and Daniel C. Wright, the Company’s Executive Vice President and Chief Financial Officer. As approved by the compensation committee of the Board of Directors the agreements provide for base salaries ranging from $200 to $300 annually with discretionary cash performance awards. The agreements contain provisions for equity awards, general benefits, and termination and severance provisions, consistent with similar positions and companies.

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Retirement Plan

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Retirement Plan

(11)  Retirement Plan

The Company in December, 2014 funded individual SEP IRA retirement accounts for all employees. The contribution was a percentage of salary paid for the year and the total amount of $123 is included in General and Administrative expense. No contributions were made in 2015. The Company has no control or administrative responsibility related to the individual accounts and is not obligated to fund in future years.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

These consolidated financial statements of the accounts of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany transactions have been eliminated in consolidation. These consolidated financial statements include adjustments of a normal and recurring nature considered necessary by management to fairly present the Company’s financial position and results of operations. The consolidated financial statements include the accounts of the Company on a consolidated basis for its wholly owned subsidiaries.

Equity Method of Accounting

Equity Method of Accounting

The Company accounts for our 51.5% interest in Colony Hills Capital Residential II, LLC and our 50.3% interest in 5400 FIB LP under the equity method of accounting as the Company does not control but has the ability to exercise significant influence on these entities. Under the equity method of accounting, the Company recognizes our proportional share of net income or loss as determined under GAAP in our results of operations. The 51.5% interest in Colony Hill Capital Residential II, LLC was liquidated in 2015.

The Company’s policy is to consolidate all entities that are wholly owned and those in which it owns less than 100% but controls, as well as any variable interest entities in which it is the primary beneficiary. The Company evaluates its ability to control an entity and whether the entity is a variable interest entity and the Company is the primary beneficiary through consideration of the substantive terms of the arrangement to identify which enterprise has the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Investments in entities in which we do not control but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities that we do not control and over which we do not exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our ability to correctly assess our influence and/or control over an entity affects the presentation of these investments in our consolidated financial statements.

Income Taxes

Income Taxes

The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, and has operated as such beginning with the tax year ending December 31, 2012. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that we distribute as dividends to our stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on our taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four tax years following the year during which qualification is lost, unless it is able to obtain relief under certain statutory provisions. Such an event could materially and adversely affect the net income and net cash available for distribution to stockholders. However, the Company intends to organize and operate in such a manner as to qualify for treatment as a REIT.

The Company files income tax returns in the U.S federal jurisdiction and various state jurisdictions. The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be primarily from 2012 and thereafter.

To the extent the Company does not utilize the full amount of the annual federal tax basis net operating loss (NOL) limit, the unused amount may be carried forward to offset taxable income in future years. NOLs expire 20 years after the year in which they arise. The Company’s NOL of approximately $42,306 in 2015, $14,113 in 2014, $3,019 in 2013, and $1,889 in 2012, expire in the years 2035, 2034, 2033, and 2032, respectively.

The Company’s net tax basis of real estate amounted to $153,393.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes significant estimates regarding impairments. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such estimates when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates and assumptions.

Risks and Uncertainties

Risks and Uncertainties

The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position.  Should the Company experience a significant decline in operational performance, it may affect the Company’s ability to make distributions to its shareholders, service debt, or meet other financial obligations.

Segments

Segments

The Company has one reportable segment–industrial properties.  These properties have similar economic characteristics and also meet the other criteria that permit the properties to be aggregated into one reportable segment.

Revenue Recognition and Tenant Receivables

Revenue Recognition and Tenant Receivables

Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable and straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. At December 31, 2015 and 2014 the Company did not recognize an allowance for doubtful accounts.

Tenant Concentration and Rental Revenue Components

Tenant Concentration and Rental Revenue Components

For the years ended December 31, 2015 and 2014, rental income was derived from various tenants. As such, future receipts are dependent upon the financial strength of the lessees and their ability to perform under the lease agreements.

The following tenant represents 10% or greater of rental revenue for the years ended December 31, 2015 and 2014:

	2015		2014
Pier One		12.3%		12.0%

Rental revenue is comprised of the following:

	Year Ended			Year Ended
	December 31,			December 31,
(in thousands)	2015			2014
Income from leases	$	13,710		$	1,989
Straight-line rent adjustment		606			80
Reimbursable expenses		4,623			544
Amortization of above market leases		(182	)		(24	)
Amortization of below leases		533			75
Total	$	19,290		$	2,664

Cash Equivalents and Restricted Cash

Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2015 and 2014. The Company maintains cash and restricted cash representing tenant security deposits, in bank deposit accounts, which at times may exceed federally insured limits. As of December 31, 2015, the Company has not realized any losses in such cash accounts and believes it is not exposed to any significant risk of loss.

Financial Instruments

Financial Instruments

The Company estimates that the carrying value of cash, restricted cash, senior debt, and deferred interest approximate their fair values based on their short-term maturity and prevailing interest rates.

Deferred Offering Costs

Deferred Offering Costs

Effective June 16, 2014, the Company filed an S-11 registration with the SEC for the issuance of securities issued by real estate companies to raise funds in the public market on the New York Stock Exchange, and subsequently amendments thereto, the most recent filed as of February 5, 2015. During the quarter ended September 30, 2015, we elected to postpone the offering until market conditions improve. Accordingly, deferred offering costs of $938 were expensed in the year ended December 31, 2015.

Business Combinations

Business Combinations

In accordance with Financial Accounting Standards Board, (FASB), ASC 805-10 “Business Combinations”, the assets and liabilities acquired are recorded at their fair values as of the acquisition date. Acquisition related costs are recognized as expense in the periods in which incurred.

The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, the allocation of those cash flows to identifiable intangible assets, and in determining the estimated fair value for assets acquired and liabilities assumed. The amounts allocated to lease intangibles (leases in place, leasing commissions, tenant relationships, and above and below market leases) are based on management’s estimates and assumptions, as well as other information compiled by management, including independent third party analysis and market data and are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period.

Depreciation

Depreciation

Depreciation of buildings and other improvements is computed using the straight-line method over the estimated remaining useful lives of the assets, which generally range from 11 to 34 years for buildings and 3 to 13 years for site improvements. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. 

Amortization of Deferred Lease Intangibles - Assets and Liabilities

Amortization of Deferred Lease Intangibles - Assets and Liabilities

Deferred Lease Intangible assets consist of leases in place, leasing commissions, tenant relationships, and above market leases. Deferred Lease Intangible liabilities represent below market leases. These intangibles have been recorded at their fair market value in connection with the acquisition of properties in 2014. Intangible assets are generally amortized over the remaining life of the related leases excluding renewal options, except in the case of below market fixed rate rent amounts, which are amortized over the applicable renewal period.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company assesses the carrying values of our respective long-lived assets, including goodwill, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.

Recoverability of real estate assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, the Company considers current market conditions, as well as our intent with respect to holding or disposing of the asset. Our intent with regard to the underlying assets might change as market conditions change, as well as other factors. Fair value is determined through various valuation techniques, including discounted cash flow models, applying a capitalization rate to estimated net operating income of a property and quoted market values and third-party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property. The Company has determined there is no impairment of value of long lived assets.

Deferred Financing Costs

Deferred Financing Costs

Deferred financing costs are amortized over the life of the related debt instrument on a straight line basis which approximates the effective interest method. Amortization of this expense is included in interest expense in the consolidated income statements. At December 31, 2015 and December 31, 2014 gross deferred financing costs amounted to $3,940 and $2,845, respectively, and accumulated amortization amounted to $3,940 and $1,013, respectively, for net amounts of $0, and $1,832, respectively. Amortization of deferred financing costs, included in interest expense, was $2,927 in 2015 and $1,013 in 2014.

Discount on Borrowings

Discount on Borrowings

Original issue discount on the Company’s debt amounted to $20,000 during the year ended December 31, 2014 and is recorded as a reduction of debt. The amount is amortized from the date the borrowings were obtained through the initial maturity date of April 28, 2015 on a straight line basis which approximates the effective interest method. Amortization of the amount is included in interest expense and amounted to $12,877 in 2015 and $7,123 in 2014 and is accreted to the Senior Loan.

Earnings Per Share

Earnings per Share

Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for each year, which is also presented on the consolidated income statements. Diluted net loss per share is the same as basic net loss per share since the Company does not have any common stock equivalents such as stock options. The Company has not granted any stock options or stock-based awards under the 2014 Incentive Award Plan.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated all ASUs released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.  An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The standard applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.  The Company is evaluating the effect that ASU 2014-15 will have on its consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) to address financial reporting consolidations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015–02 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of ASU 2015-02.

In April 2015, the FASB issued ASU 2015-03 Interest – Imputation of Interest (Subtopic 835-30) as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years. The Company is evaluating the impact of ASU 2015-03, and if early adoption is appropriate in future reporting periods.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the potential impact that the adoption of ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Summary Of Significant Accounting Policies Tables

Tenant representing 10% or greater of rental revenue

	2015		2014
Pier One		12.3%		12.0%

Rental revenue composition

	Year Ended			Year Ended
	December 31,			December 31,
(in thousands)	2015			2014
Income from leases	$	13,710		$	1,989
Straight-line rent adjustment		606			80
Reimbursable expenses		4,623			544
Amortization of above market leases		(182	)		(24	)
Amortization of below market leases		533			75
Total	$	19,290		$	2,664

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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Schedule of Business Acquisition by Acquisition

Purchase price allocation:	Total
Real estate properties:
Land	$	18,051
Building		109,430
Site improvements		10,416
Total real estate properties		137,897
Deferred lease intangibles:
Above market lease		1,122
Lease in place		14,289
Tenant relationships		2,068
Leasing commission		2,606
Total deferred lease intangibles		20,085
Deferred lease Intangibles - below market leases		(2,548	)
Totals	$	155,434

Business Acquisition Pro Forma Information

	2014
Revenues	$	18,467
Net loss	$	(50,643	)

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Real Estate Properties (Tables)

12 Months Ended

Dec. 31, 2015

Real Estate [Abstract]

Real estate properties

	2015			2014
Land	$	18,051		$	18,051
Buildings		109,725			109,430
Site improvements		10,442			10,416
Construction in process		18			215
		138,236			138,112
Less accumulated depreciation		(8,522	)		(1,004	)
Real estate properties	$	129,714		$	137,108

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Deferred Lease Intangibles (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Deferred lease intangibles

Deferred Lease Intangible assets consisted of the following at December 31, 2015 and 2014:

	2015			2014
Above market lease	$	1,122		$	1,122
Lease in place		14,289			14,289
Tenant relationships		2,068			2,068
Leasing commission		2,606			2,606
Leasing commission after acquisition		148			—
		20,233			20,085
Less Accumulated amortization		(5,460	)		(661	)
Deferred Lease Intangibles	$	14,773		$	19,424

Deferred Lease Intangibles - Below Market Leases at December 31, 2015 and 2014 were:

	2015			2014
Below market leases	$	2,548		$	2,548
Less accumulated amortization		(607	)		(75	)
Deferred Lease Intangibles	$	1,941		$	2,473

Projected amortization of deferred lease intangibles

Years Ending December 31,
2016	$	3,699
2017		3,135
2018		2,490
2019		1,832
2020		832

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Future Minimum Rental Receipts Under Non-Cancellable Leases (Tables)

12 Months Ended

Dec. 31, 2015

Notes to Financial Statements

Approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties

Year ending December 31,	Future Minimum Rental Receipts
2016	$	13,735
2017	$	13,112
2018	$	11,150
2019	$	8,622
2020	$	4,786
Thereafter	$	7,981
Total Minimum Rental Receipts	$	59,386

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Summary of Significant Accounting Policies - Tenant Concentration (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Customer Concentration Risk | Pier One
Tenant rental revenue concentration	12.30%	12.00%

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Summary of Significant Accounting Policies - Rental Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Summary Of Significant Accounting Policies - Rental Revenue Details
Income from leases	$ 13,710	$ 1,989
Straight-line rent adjustment	606	80
Reimbursable expenses	4,623	544
Amortization of above market leases	(182)	(24)
Amortization of below market leases	533	75
Total rental revenue	$ 19,290	$ 2,664

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Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies Details Narrative
REIT income distribution requirement	To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxable income to stockholders
NOL	$ 42,306	$ 14,960	$ 3,019
NOL expiration date	Dec. 31, 2035	Dec. 31, 2034	Dec. 31, 2033
Net tax basis	$ 153,393
Cash equivalents	0	$ 0
Deferred offering costs	$ 938
Estimated remaining useful lives	11 to 34 years for buildings and 3 to 13 years for site improvements
Deferred Financing Costs
Gross deferred financing costs	$ 3,940	2,845
Accumulated amortization of deferred financing costs	3,940	1,013
Deferrred financing costs, net	0	1,832
Discount on Borrowings
Amortization of original issue discount	$ 12,877	$ 7,123

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Business Combinations - Schedule of Business Acquisition by Acquisition (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Rental property:
Site improvements	$ 10,442	$ 10,416
Deferred lease intangibles:
Above market lease	1,122	1,122
Lease in place	14,289	14,289
Tenant relationships	2,068	2,068
Leasing commission	$ 2,754	2,606
Purchase Price Allocation Total
Rental property:
Land		18,051
Building		109,430
Site improvements		10,416
Total Rental Property		137,897
Deferred lease intangibles:
Above market lease		1,122
Lease in place		14,289
Tenant relationships		2,068
Leasing commission		2,606
Total deferred lease intangibles		20,085
Total		$ 155,434

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Business Combinations - Business Acquisition Pro Forma Information (Details) - Pro Forma $ in Thousands	3 Months Ended
	Dec. 31, 2014 USD ($)
Business Acquisition [Line Items]
Revenues	$ 18,467
Net loss	$ (50,643)

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Business Combinations (Details Narrative) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2014 USD ($) ft² Integer	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) ft² Integer
Business Combinations [Abstract]
Number of properties acquired | Integer	20		20
Rentable space | ft²	4,000,000		4,000,000
Aggregate purchase price of properties acquired	$ 155,434
Other assets acquired	41		$ 41
Assumed accounts payable, accrued expenses and other liabilities	1,038		1,038
Non-cash adjustment	434
Total purchase price of properties	$ 154,003
Revenue from acquired businesses		$ 19,290	$ 2,664

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Real Estate Properties - Real estate properties (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Real Estate [Abstract]
Land	$ 18,051	$ 18,051
Buildings	109,725	109,430
Site improvements	10,442	10,416
Construction in process	18	215
Real estate properties	138,236	138,112
Less accumulated depreciation	8,522	1,004
Real estate properties, net	$ 129,714	$ 137,108

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Real estate properties (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Real Estate Properties Details Narrative
Depreciation expense	$ 7,518	$ 1,004

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Deferred Lease Intangible Assets and Below Market Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred Lease Intangible Assets
Above market lease	$ 1,122	$ 1,122
Lease in place	14,289	14,289
Tenant relationships	2,068	2,068
Leasing commission	2,754	2,606
Deferred lease intangibles, gross	20,233	20,085
Less Accumulated amortization	5,460	661
Deferred lease intangibles	14,773	19,424
Deferred Lease Intangibles - Below Market Leases
Deferred lease intangibles - below market leases	2,548	2,548
Less accumulated amortization	607	75
Deferred Lease Intangibles	$ 1,941	$ 2,473

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Deferred Lease Intangibles (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets, Net [Abstract]
Amoritization of above and below market leases	$ (351)	$ (52)
Amortization of other lease intangibles included in depreciation and amortization	$ 4,618	$ 638

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Projected Amortization of Deferred Lease Intangibles (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Years Ending December 31,
2016	$ 3,699
2017	3,135
2018	2,490
2019	1,832
2020	$ 832

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Investments in Real Estate Joint Ventures - A condensed summary of the financial position and results of operations of the joint ventures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Operating Revenue and Expenses
Gain on sale of real estate	$ 1,380	$ 332
Joint Venture
Assets
Real estate properties, at historical cost	20,833	38,262
Other assets	1,337	517
Total assets	22,170	38,779
Liabilities
Mortgage payable	14,248	25,053
Other liabilities	2,022	3,399
Total liabilities	16,270	28,452
Equity	5,900	10,327
Total liabilities and equity	22,170	38,779
Operating Revenue and Expenses
Revenues	5,690	8,465
Gain on sale of real estate	1,380	5,845
Expenses	5,982	8,521
Net Income(Loss)	$ 1,088	$ 5,789

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Investment in Joint Ventures (Details Narrative) $ in Thousands	2 Months Ended	12 Months Ended
	Nov. 30, 2013 USD ($) ft²	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) Integer	Nov. 24, 2014	Sep. 10, 2012
Income (loss) from investments in real estate joint ventures		$ (85)	$ 175
CHCR II, TCG Cincinnati DRE LP, and TCG 5400 FIB LP
Income (loss) from investments in real estate joint ventures		(85)	175
Cash distributions from investments in joint ventures		$ 2,178	$ 1,468
Colony Hills Capital Residential II, LLC | VIE Not Primary Beneficiary
Ownership interest			51.50%
Ownership interest additional information		the Company recognized a gain of $1,380 related to the disposition of the investment. The 51.5% interest in Colony Hill Capital Residential II, LLC was liquidated in 2015.
Purchase price for the equity interest acquired			$ 1,250
Number of buildings in property | Integer			23
Number of units in multifamily complex | Integer			270
TCG 5400 FIB LP
Ownership interest		50.30%	50.30%
Purchase price for the equity interest acquired	$ 3,900
Property area (square feet) | ft²	682,750
Total purchase price paid by joint venture	$ 21,900
Portion of purchase paid for with secured debt	$ 15,000
TCG Cincinnati DRE LP | Partnership Interest
Ownership interest				100.00%	12.30%
Amount due for partnership interest			$ 22

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Future Minimum Rental Receipts Under Non-Cancellable Leases - Approximate future minimum rental receipts due under non-cancellable operating leases for real estate properties (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Year ending December 31,
2016	$ 13,735
2017	13,112
2018	11,150
2019	8,622
2020	4,786
Thereafter	7,981
Total Minimum Rental Receipts	$ 59,386

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Senior Debt (Details Narrative) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Feb. 29, 2016	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Senior secured credit facility, current borrowings			$ 2,000
Senior secured credit facility, deferred interest payable		$ 8,081	1,653
Senior secured credit facility, repayments			2,000
Senior Notes
Debt Instrument [Line Items]
Senior secured credit facility			192,000
Senior secured credit facility, current borrowings			165,000
Senior secured credit facility, original issue discount			20,000
Senior secured credit facility, outstanding		$ 196,800	173,627
Senior secured credit facility, unamortized original issue discount		0	12,877
Senior secured credit facility, deferred interest payable		$ 8,081	$ 1,653
Senior secured credit facility, maturity date		Feb. 29, 2016	Apr. 28, 2015
Senior secured credit facility, debt interest rate		7.00%	7.00%
Senior secured credit facility, weighted average interest rate		5.00%	5.00%
Senior secured credit facility, paid-in-kind interest		$ 11,800	$ 1,504
Senior secured credit facility, collateral		The borrowings under the Senior Loan are secured by first lien mortgages on all of the Company’s existing properties and pledges of equity interests in the Operating Partnership.
Senior secured credit facility, covenant terms		The Senior Loan contains affirmative and negative covenants, which include restrictions on additional indebtedness, restrictions on liens, fundamental changes, dispositions, restricted payments, change in nature of business, transactions with affiliates and burdensome agreements. The Senior Loan contains financial covenants that require the maintenance of a minimum debt service coverage ratio as of the last day of any fiscal quarter of 1.1 to 1.0 and an annual amount of net operating income of not less than $12,200. The Senior Loan is subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness, failure to pay taxes or a change of control of our company, as defined in the senior secured loan agreement.
Senior Notes | Tranche C
Debt Instrument [Line Items]
Senior secured credit facility			$ 20,000
Senior secured credit facility, interest rate description		Payment-in-kind interest accrues only upon default.	Payment-in-kind interest at an annual rate of 8% compounded monthly.
Senior secured credit facility, payment terms		With respect to repayment of Tranche C (the original issue discount) on or after an event of default, a make whole fee in an amount equal to five percent (5%)of the outstanding balance of Tranche C will be payable.
Senior Notes | Tranche B
Debt Instrument [Line Items]
Senior secured credit facility			$ 101,000
Senior secured credit facility, current borrowings			$ 95,800
Senior secured credit facility, outstanding		$ 95,800
Senior secured credit facility, interest rate description		Payment-in-kind interest at an annual rate of 8% compounded monthly.	Payment-in-kind interest at an annual rate of 8% compounded monthly.
Senior secured credit facility, payment terms		With respect to repayment of Tranche B, a make-whole fee in an amount equal and five percent (5%) of the outstanding balance of Tranche B will be payable.
Senior Notes | Tranche A
Debt Instrument [Line Items]
Senior secured credit facility			$ 71,000
Senior secured credit facility, current borrowings			$ 69,200
Senior secured credit facility, outstanding		$ 69,200
Senior secured credit facility, interest rate description		Payment-in-kind interest at an annual rate of 3% compounded monthly.	Payment-in-kind interest at an annual rate of 3% compounded monthly.
Senior secured credit facility, payment terms		With respect to repayment of Tranche A, a make-whole fee in an amount equal to four percent (4%) of the outstanding balance of Tranche A will be payable.
Subsequent Event | Senior Notes
Debt Instrument [Line Items]
Senior secured credit facility, description of default	The Senior Loan initially matured on April 28, 2015, and has been extended to the current maturity date of February 29, 2016. As of February 9, 2016 the Senior Loan was transferred to a new entity, "Holder". As of February 29, 2016 the Company was unable to pay the full amount of the Senior Loan due and Company and Holder entered into a forbearance agreement acknowledging the default under the loan for non-payment in full at maturity and providing for a forbearance of action through April 30, 2016. During this period the Company will seek to restructure the loan, obtain alternative debt, additional equity or other capital.

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Stockholders' Equity (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	900,000,000	900,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	1,327,859	1,327,859
Common stock, shares outstanding	1,327,859	1,327,859
Voting rights		Common stockholders have full voting rights and are entitled to one vote per share held and are entitled to receive dividends when and if declared.
Stock distributions, description	There were no distributions declared or made during the year ended December 31, 2015.	The Company’s Board of Directors declared a stock distribution of 0.015 shares each of our common stock, or 1.5% per distribution of each outstanding share of common stock, to our stockholders of record at the close of business on March 31, 2014 and was issued on April 15, 2014.
Incentive award plan, shares authorized	750,000
Incentive award plan, shares available for grant	750,000
Incentive award plan, awards granted	0

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Commitments (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Rental expense for operating lease	$ 328	$ 331
Minimum future annual rental commitments under the operating lease
2016	189
Minimum
Employment Agreements
Base salaries	200
Maximum
Employment Agreements
Base salaries	$ 300

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Retirement Plan (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Amount funded to individual SEP IRA retirement accounts	$ 0	$ 123

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Schedule III - Real Estate Properties and Accumulated Depreciation (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial costs of land		$ 18,051
Initial costs of building and improvements		119,846
Costs capitalized subsequent to acquisition		339
Gross amounts of land		18,051
Gross amounts of building and improvements		120,185
Total real estate properties, gross		138,236	$ 138,112
Accumulated depreciation	[1]	8,522	$ 1,004
The aggregate tax basis for federal tax purposes		$ 158,457
Chicago, IL 3940 Stern Avenue
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,156
Initial costs of building and improvements		5,141
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,156
Gross amounts of building and improvements		5,141
Total real estate properties, gross		6,297
Accumulated depreciation	[1]	$ 396
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1987
Building depreciation life-years		16 years
Chicago, IL 1875 Holmes Road
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,591
Initial costs of building and improvements		5,205
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,591
Gross amounts of building and improvements		5,205
Total real estate properties, gross		6,796
Accumulated depreciation	[1]	$ 426
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1989
Building depreciation life-years		16 years
Chicago, IL 1355 Holmes Road
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,012
Initial costs of building and improvements		2,789
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,012
Gross amounts of building and improvements		2,789
Total real estate properties, gross		3,801
Accumulated depreciation	[1]	$ 224
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1975/1999
Building depreciation life-years		16 years
Chicago, IL 2401 Commerce Drive
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 486
Initial costs of building and improvements		4,598
Costs capitalized subsequent to acquisition		34
Gross amounts of land		486
Gross amounts of building and improvements		4,632
Total real estate properties, gross		5,118
Accumulated depreciation	[1]	$ 238
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1994
Building depreciation life-years		28 years
Chicago, IL 189 Seegers Road
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 470
Initial costs of building and improvements		1,381
Costs capitalized subsequent to acquisition		0
Gross amounts of land		470
Gross amounts of building and improvements		1,381
Total real estate properties, gross		1,851
Accumulated depreciation	[1]	$ 81
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1972
Building depreciation life-years		21 years
Chicago, IL 11351 W. 183rd Street
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 361
Initial costs of building and improvements		1,674
Costs capitalized subsequent to acquisition		0
Gross amounts of land		361
Gross amounts of building and improvements		1,674
Total real estate properties, gross		2,035
Accumulated depreciation	[1]	$ 86
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	2000
Building depreciation life-years		34 years
Cincinnati, OH Mosteller Distribution Center
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,501
Initial costs of building and improvements		9,424
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,501
Gross amounts of building and improvements		9,424
Total real estate properties, gross		10,925
Accumulated depreciation	[1]	$ 838
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1959
Building depreciation life-years		11 years
Cincinnati, OH 4115 Thunderbird Lane
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 275
Initial costs of building and improvements		2,093
Costs capitalized subsequent to acquisition		0
Gross amounts of land		275
Gross amounts of building and improvements		2,093
Total real estate properties, gross		2,368
Accumulated depreciation	[1]	$ 129
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1991
Building depreciation life-years		22 years
Florence, KY 7585 Empire Drive
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 644
Initial costs of building and improvements		2,656
Costs capitalized subsequent to acquisition		0
Gross amounts of land		644
Gross amounts of building and improvements		2,656
Total real estate properties, gross		3,300
Accumulated depreciation	[1]	$ 303
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1973
Building depreciation life-years		11 years
Columbus, OH 3500 Southwest Boulevard
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,488
Initial costs of building and improvements		16,730
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,488
Gross amounts of building and improvements		16,730
Total real estate properties, gross		18,218
Accumulated depreciation	[1]	$ 1,019
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1992
Building depreciation life-years		22 years
Columbus, OH 3100 Creekside Parkway
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,205
Initial costs of building and improvements		9,602
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,205
Gross amounts of building and improvements		9,602
Total real estate properties, gross		10,807
Accumulated depreciation	[1]	$ 495
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	2004
Building depreciation life-years		27 years
Columbus, OH 8288 Green Meadows Dr.
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,107
Initial costs of building and improvements		8,413
Costs capitalized subsequent to acquisition		0
Gross amounts of land		1,107
Gross amounts of building and improvements		8,413
Total real estate properties, gross		9,520
Accumulated depreciation	[1]	$ 686
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1988
Building depreciation life-years		17 years
Columbus, OH 8273 Green Meadows Dr.
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 341
Initial costs of building and improvements		2,266
Costs capitalized subsequent to acquisition		0
Gross amounts of land		341
Gross amounts of building and improvements		2,266
Total real estate properties, gross		2,607
Accumulated depreciation	[1]	$ 133
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1996/2007
Building depreciation life-years		27 years
Columbus, OH 7001 American Pkwy
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 331
Initial costs of building and improvements		1,416
Costs capitalized subsequent to acquisition		0
Gross amounts of land		331
Gross amounts of building and improvements		1,416
Total real estate properties, gross		1,747
Accumulated depreciation	[1]	$ 105
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1986/2007 & 212
Building depreciation life-years		20 years
Memphis, TN 6005, 6045 & 6075 Shelby Dr.
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 488
Initial costs of building and improvements		4,918
Costs capitalized subsequent to acquisition		32
Gross amounts of land		488
Gross amounts of building and improvements		4,950
Total real estate properties, gross		5,438
Accumulated depreciation	[1]	$ 372
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1989
Building depreciation life-years		19 years
Jackson, TN 210 American Dr.
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 928
Initial costs of building and improvements		10,441
Costs capitalized subsequent to acquisition		0
Gross amounts of land		928
Gross amounts of building and improvements		10,441
Total real estate properties, gross		11,369
Accumulated depreciation	[1]	$ 1,061
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1967/1981 & 2012
Building depreciation life-years		13 years
Altanta, GA 32 Dart Road
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 257
Initial costs of building and improvements		4,453
Costs capitalized subsequent to acquisition		215
Gross amounts of land		257
Gross amounts of building and improvements		4,668
Total real estate properties, gross		4,925
Accumulated depreciation	[1]	$ 339
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1988
Building depreciation life-years		18 years
Portland, ME 56 Milliken Road
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,418
Initial costs of building and improvements		7,412
Costs capitalized subsequent to acquisition		27
Gross amounts of land		1,418
Gross amounts of building and improvements		7,439
Total real estate properties, gross		8,857
Accumulated depreciation	[1]	$ 524
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1966/1995, 2005, 2013
Building depreciation life-years		20 years
Marlton, NJ 4 East Stow Road
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,580
Initial costs of building and improvements		6,953
Costs capitalized subsequent to acquisition		13
Gross amounts of land		1,580
Gross amounts of building and improvements		6,966
Total real estate properties, gross		8,546
Accumulated depreciation	[1]	$ 484
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1986
Building depreciation life-years		22 years
Cleveland, OH 1755 Enterprise Parkway
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	[2]
Initial costs of land		$ 1,412
Initial costs of building and improvements		12,281
Costs capitalized subsequent to acquisition		18
Gross amounts of land		1,412
Gross amounts of building and improvements		12,299
Total real estate properties, gross		13,711
Accumulated depreciation	[1]	$ 583
Year acquired		Dec. 31, 2014
Year built/renovated	[3]	1979/2005
Building depreciation life-years		27 years

[1] Depreciation is calculated over the remaining useful life of the property as determined at the time of the purchase price allocation, ranging from 11 to 34 years for building and 3 to 13 years for improvements.

[2] These properties secure the $165,000 senior loan.

[3] Renovation means significant upgrades, alterations, or additions to building interiors or exteriors.

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Schedule III - Real Estate and Accumulated Depreciation Rollforward (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014
Real Estate
Balance at the beginning of the period		$ 138,112
Additions during the period		124	$ 138,112
Balance at the end of the period		138,236	138,112
Accumulated Depreciation
Balance at the beginning of the period	[1]	1,004
Depreciation expense		7,518	1,004
Balance at the end of the period	[1]	$ 8,522	$ 1,004

[1] Depreciation is calculated over the remaining useful life of the property as determined at the time of the purchase price allocation, ranging from 11 to 34 years for building and 3 to 13 years for improvements.