☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-38342
INDUSTRIAL LOGISTICS PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
82-2809631
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)
Two Newton Place,255 Washington Street,Suite 300, Newton, Massachusetts02458-1634
(Address of Principal Executive Offices)
(Zip Code)
617-219-1460
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name Of Each Exchange On Which Registered
Common Shares of Beneficial Interest
ILPT
The Nasdaq Stock Market LLC
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of July 25, 2022: 65,427,459
References in this Quarterly Report on Form 10-Q to the Company, we, us or our include Industrial Logistics Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.
Rents receivable, including straight line rents of $73,549 and $69,173, respectively
90,187
75,877
Other assets, net
42,500
15,479
Total assets
$
5,955,838
$
1,908,558
LIABILITIES AND EQUITY
Revolving credit facility
$
—
$
182,000
Bridge loan facility
1,379,983
—
Mortgage notes payable, net
3,030,585
646,124
Assumed real estate lease obligations, net
24,759
12,435
Accounts payable and other liabilities
78,175
27,772
Due to related persons
7,402
2,185
Total liabilities
4,520,904
870,516
Commitments and contingencies
Equity:
Equity attributable to common shareholders:
Common shares of beneficial interest, $0.01 par value: 100,000,000 shares authorized; 65,427,459 and 65,404,592 shares issued and outstanding, respectively
654
654
Additional paid in capital
1,013,418
1,012,224
Cumulative net income
193,855
343,908
Cumulative other comprehensive income
7,572
—
Cumulative common distributions
(361,911)
(318,744)
Total equity attributable to common shareholders
853,588
1,038,042
Noncontrolling interest
581,346
—
Total equity
1,434,934
1,038,042
Total liabilities and equity
$
5,955,838
$
1,908,558
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
(unaudited)
Six Months Ended June 30,
2022
2021
SUPPLEMENTAL DISCLOSURES:
Interest paid
$
55,065
$
16,184
Income taxes paid
$
195
$
167
Interest capitalized
$
15
$
—
NON-CASH INVESTING ACTIVITIES:
Real estate acquired by assumption of mortgage notes payable
$
323,432
$
—
Real estate improvements accrued, not paid
$
4,055
$
174
NON-CASH FINANCING ACTIVITIES:
Assumption of mortgage notes payable
$
(323,432)
$
—
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:
As of June 30,
2022
2021
Cash and cash equivalents
$
291,866
$
30,512
Restricted cash (1)
145,078
—
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
$
436,944
$
30,512
(1)Restricted cash consists of amounts escrowed for capital expenditures at certain of our mortgaged properties and cash held for the operations of our consolidated joint venture arrangement in which we own a 61% equity interest.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)
Note 1. Basis of Presentation
The accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries, or the Company, ILPT, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021, or our 2021 Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
On February 25, 2022, we acquired Monmouth Real Estate Investment Corporation, or MNR, pursuant to the merger of MNR with and into one of our wholly owned subsidiaries, or the Merger, as further described below. In connection with the Merger, we entered into a new joint venture arrangement for 95 of the acquired MNR properties, including two then committed, but not yet then completed, property acquisitions, located in the mainland United States, in which we retained a 61% equity interest. We have determined that this joint venture is not a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and we evaluated such entity under the voting model and concluded we should consolidate the entity. Under the voting model, we consolidate the entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights. The other joint venture investor’s interest in this consolidated entity is reflected as noncontrolling interest in our condensed consolidated financial statements. See Notes 2, 9 and 11 for further information regarding this joint venture.
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets, impairments of real estate and related intangibles.
Note 2. Real Estate Investments
As of June 30, 2022, our portfolio was comprised of 412 consolidated properties containing approximately 59,736,000 rentable square feet, including 226 buildings, leasable land parcels and easements containing approximately 16,729,000 rentable square feet of primarily industrial lands located on the island of Oahu, Hawaii, or our Hawaii Properties, and 186 properties containing approximately 43,007,000 rentable square feet of industrial properties located in 38 other states, or our Mainland Properties, which includes 93 properties owned by a consolidated joint venture arrangement in which we own a 61% equity interest. As of June 30, 2022, we also owned a 22% equity interest in an unconsolidated joint venture which owns 18 properties located in 12 states totaling approximately 11,726,000 rentable square feet.
We operate in one business segment: ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands. For the three months ended June 30, 2022 and 2021, approximately 29.8% and 51.3%, respectively, of our rental income was from our Hawaii Properties. For the six months ended June 30, 2022 and 2021, approximately 32.8% and 50.8%, respectively, of our rental income was from our Hawaii properties.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
As of June 30, 2022, we had a concentration of properties leased to tenants, including their applicable subsidiaries, that leased over 5% of our total rentable square footage. The impact of these tenants on our revenue are as follows:
Weighted
% of
Average
Rentable
Number
Remaining
Rental Income
Rental Income
Square
of
Lease Term
Three Months Ended
Six Months Ended
Tenant
Feet
States
(in years)
6/30/2022
6/30/2021
6/30/2022
6/30/2021
Federal Express Corporation/ FedEx Ground Package System, Inc.
On February 25, 2022, we completed the acquisition of MNR pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022, or the Merger Agreement, by and among us, Maple Delaware Merger Sub LLC, a Delaware limited liability company and our wholly owned subsidiary, or Merger Sub, and MNR. At the effective time on February 25, 2022, or the Effective Time, MNR merged with and into Merger Sub, with Merger Sub continuing as the surviving entity, and the separate existence of MNR ceased. MNR’s portfolio included 124 Class A, single tenant, net leased, e-commerce focused industrial properties containing approximately 25,745,000 rentable square feet and two then committed, but not yet then completed, property acquisitions. The aggregate value of the consideration paid in the Merger was $3,734,485, including the assumption of $323,432 aggregate principal amount of former MNR mortgage debt, the repayment of $885,269 of MNR debt and the payment of certain transaction fees and expenses, net of MNR’s cash on hand, and excluding two then pending property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs.
Pursuant to the terms set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of MNR that was issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $21.00 per share in cash, or the Common Stock Consideration, and each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of MNR, that was issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive an amount in cash equal to $25.00 plus accumulated and unpaid dividends, or the Preferred Stock Consideration.
At the Effective Time, each MNR stock option and restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and converted into the right to receive, in the case of stock options, the difference between the Common Stock Consideration and the exercise price and, in the case of restricted stock awards, the Common Stock Consideration. Any out-of-money stock options were canceled for no consideration.
Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 MNR properties, including two then committed, but not yet completed, property acquisitions. The investor acquired a 39% equity interest in the joint venture from us for $587,440, and we retained the remaining 61% equity interest in the joint venture. In connection with the transaction, the joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt secured by 11 properties and entered into a $1,400,000 floating rate CMBS loan secured by 82 properties, or the Floating Rate Loan. The Floating Rate Loan matures in March 2024, subject to threeone year extension options, and requires that interest be paid at an annual rate based on the secured overnight financing rate, or SOFR, plus a premium of 2.77%. See Notes 4, 9 and 11 for more information regarding this joint venture.
In connection with the closing of the Merger, we entered into a $1,385,158 bridge loan facility secured by 109 of our properties, or the Bridge Loan. We also entered into a $700,000 fixed rate CMBS loan secured by 17 of our properties, or the Fixed Rate Loan.
The Bridge Loan matures in February 2023 and requires that interest be paid at an annual rate of SOFR plus a weighted average premium of 2.92%. The Fixed Rate Loan matures in March 2032 and requires that interest be paid at a weighted
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
average annual interest rate of 4.42%. The Floating Rate Loan, the Bridge Loan and the Fixed Rate Loan are collectively referred to as the Loans.
We used the proceeds from our sale of the equity interest in our joint venture in which we retained a 61% equity interest to partially fund our acquisition of MNR. We funded our equity interest in that joint venture and the balance of the acquisition of MNR with proceeds from our Bridge Loan and our Fixed Rate Loan.
In connection with the Merger and the Loans, we repaid the outstanding principal balance under our $750,000 unsecured revolving credit facility and then terminated the agreement governing the facility, which was scheduled to expire in June 2022, in accordance with its terms and without penalty.
The following table summarizes the purchase price allocation for the Merger:
Land
$
327,200
Buildings
2,478,047
Acquired real estate leases (1)
226,820
Assets of properties held for sale
724,073
Cash
8,814
Other assets, net
14,194
Securities available for sale (2)
146,550
Total assets
3,925,698
Mortgage notes payable, at fair value
(323,432)
Accounts payable and other liabilities
(20,750)
Assumed real estate lease obligations
(14,233)
Liabilities of properties held for sale
(3,596)
Equity attributable to noncontrolling interest on the joint venture
(3,827)
Net assets acquired
3,559,860
Assumed working capital
(148,807)
Assumed mortgage notes payable, principal
323,432
Purchase price
$
3,734,485
(1)As of the date of acquisition, the weighted average amortization periods for the above market lease values, lease origination value and capitalized below market lease values were 11.05 years, 8.50 years and 7.83 years, respectively.
(2)As part of the Merger, we acquired a portfolio of marketable securities and classified them as available for sale. During the six months ended June 30, 2022, we sold all of these securities with a cost of $146,550 for net proceeds of $140,792, resulting in a $5,758 realized loss on sale of equity securities for the six months ended June 30, 2022.
In July 2022, our consolidated joint venture acquired a property located in Augusta, GA containing 226,000 rentable square feet for a purchase price of approximately $38,000, excluding acquisition related costs. This property is 100% leased to a single tenant with a remaining lease term of approximately 14.9 years. This property was a committed MNR acquisition at the time we acquired MNR and was purchased directly by our consolidated joint venture.
During the six months ended June 30, 2022, we committed $10,742 for expenditures related to leasing related costs for leases executed during the period for approximately 4,757 square feet. Committed, but unspent, tenant related obligations based on existing leases as of June 30, 2022 were $27,998.
Certain of our industrial lands in Hawaii may require environmental remediation, especially if the use of those lands is changed; however, we do not have plans to change the use of those lands. As of both June 30, 2022 and December 31, 2021, accrued environmental remediation costs of $6,940 were included in accounts payable and other liabilities in our condensed consolidated balance sheets. These accrued environmental remediation costs relate to maintenance of our properties for current uses, and, because of the indeterminable timing of the remediation, these amounts have not been discounted to present value. In general, we do not have insurance designated to limit any losses that we may incur as a result of known or unknown environmental conditions which are not caused by an insured event, such as fire or flood, although some of our tenants may maintain such insurance that may benefit us. While we do not believe that there are environmental conditions at any of our properties that will have a material adverse effect on us, we cannot be sure that such conditions are not present at our properties or that costs we incur to remediate contamination will not have a material adverse effect on our business or financial condition.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
Charges for environmental remediation costs, if any, are included in other operating expenses in our condensed consolidated statements of comprehensive income (loss).
Disposition Activities
As of March 31, 2022, we classified 30 properties we acquired as part of the MNR acquisition as held for sale in our condensed consolidated balance sheet. During the three months ended June 30, 2022, we reclassified those properties to held and used due to a change in plans to sell as a result of market conditions and recorded a $100,747 loss on impairment of real estate to adjust the carrying value of 25 of those 30 properties to their estimated fair value.
Joint Venture Activities
As of June 30, 2022, we have equity investments in our joint ventures that consist of the following:
ILPT Carrying Value
ILPT
of Investment
Number of
Square
Joint Venture
Presentation
Ownership
at June 30, 2022
Properties
Location
Feet
Mountain Industrial REIT LLC
Consolidated
61%
N/A
93
Various
20,755,000
The Industrial Fund REIT LLC
Unconsolidated
22%
$
143,716
18
Various
11,726,000
The following table provides a summary of the mortgages of our joint ventures:
Principal Balance
Coupon
at June 30,
Joint Venture (Consolidated)
Rate
Maturity Date
2022 (1)
Mortgage notes payable (secured by 11 properties in 10 states)
3.67%
(2)
Various
$
316,721
Mortgage notes payable (secured by 82 properties in 25 states)
4.04%
3/9/2024
1,400,000
Weighted average/total
3.97%
$
1,716,721
(1)Amounts are not adjusted for our minority interest; none of the debt is recourse to us, subject to certain limitations.
(2)Represents weighted average interest rate as of June 30, 2022.
Principal Balance
Coupon
at June 30,
Joint Venture (Unconsolidated)
Rate
Maturity Date
2022 (1)
Mortgage notes payable (secured by one property in Florida)
3.60%
(2)
10/1/2023
$
56,980
Mortgage notes payable (secured by 11 other properties in eight states)
3.33%
(2)
11/7/2029
350,000
Weighted average/total
3.37%
(2)
$
406,980
(1)Amounts are not adjusted for our minority interest; none of the debt is recourse to us.
(2)Includes the effect of mark to market purchase accounting.
Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 of the acquired MNR properties in 27 states, including two then committed, but not yet completed, property acquisitions. The investor acquired a 39% noncontrolling equity interest in the joint venture from us for $587,440, and we retained the remaining 61% equity interest in the joint venture. The joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt on certain of the properties. We control this joint venture and therefore account for the properties on a consolidated basis in our condensed consolidated financial statements.
We recognized a 39% noncontrolling interest in our condensed consolidated financial statements for the six months ended June 30, 2022. The portion of this joint venture's net loss not attributable to us, or $7,781 and $11,042 for the three and six months ended June 30, 2022, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income (loss). During the three and six months ended June 30, 2022, this joint venture made aggregate cash distributions of $1,365 to the other joint venture investor, which are reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets. See Notes 1, 9 and 11 for more information regarding this joint venture.
Unconsolidated Joint Venture - The Industrial Fund REIT LLC
As of June 30, 2022 and December 31, 2021, we also owned a 22% interest in an unconsolidated joint venture with 18 properties in 12 states. We account for the unconsolidated joint venture under the equity method of accounting under the fair value option.
We recorded a change in the fair value of our investment in the unconsolidated joint venture of $1,610 and $1,876 for the three months ended June 30, 2022 and 2021, respectively, and $3,337 and $4,457 for the six months ended June 30, 2022 and 2021, respectively, as equity in earnings of investees in our condensed consolidated statements of comprehensive income (loss). In addition, the unconsolidated joint venture made aggregate cash distributions of $1,322 and $660 during the three months ended June 30, 2022 and 2021, respectively, and $2,642 and $1,320, during the six months ended June 30, 2022 and 2021, respectively, to us.
See Notes 1, 5, 9 and 11 for more information regarding our joint ventures.
Note 3. Leases
We are a lessor of industrial and logistics properties. Our leases provide our tenants with the contractual right to use and economically benefit from all the physical space specified in their respective leases; therefore, we have determined to evaluate our leases as lease arrangements.
Our leases provide for base rent payments and may also include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $16,828 and $9,383 for the three months ended June 30, 2022 and 2021, respectively, of which tenant reimbursements totaled $16,583 and $9,138, respectively, and $29,407 and $19,255 for the six months ended June 30, 2022 and 2021, respectively, of which tenant reimbursements totaled $28,917 and $18,765, respectively.
We increased rental income to record revenue on a straight line basis by $3,220 and $1,951 for the three months ended June 30, 2022 and 2021, respectively, and $4,376 and $3,995 for the six months ended June 30, 2022 and 2021, respectively.
Right of use asset and lease liability. In connection with our acquisition of MNR, we assumed the lease for MNR’s former corporate headquarters, which expires on December 31, 2029, and three of the properties we acquired as part of the MNR acquisition were subject to ground leases under which we are the lessee. For leases under which we are the lessee, we are required to record a right of use asset and lease liability for all leases with a term greater than 12 months. As of June 30, 2022, the value of the right of use asset and related liability representing our future obligations under the lease arrangements under
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
which we are the lessee were $5,053 and $5,106, respectively. The right of use asset and related lease liability are included in other assets, net and accounts payable and other liabilities, respectively, in our condensed consolidated balance sheets.
Generally, payments of ground lease obligations are made by our tenants. However, if a tenant does not perform obligations under a ground lease or does not renew any ground lease, we may have to perform obligations under, or renew, the ground lease in order to protect our investment in the affected property.
Note 4. Indebtedness
As of June 30, 2022, our outstanding indebtedness consisted of the following:
Net Book
Value
Principal Balance as of
of Collateral
June 30,
December 31,
Interest
At June 30,
Entity
Type
Secured By:
2022 (1)
2021 (1)
Rate
Maturity
2022
ILPT
Revolving credit facility (2)
Unsecured
$
—
$
182,000
N/A
N/A
$
—
ILPT
Bridge Loan Facility
109 Properties
1,385,158
—
4.20
%
Feb 2023
1,109,537
ILPT
Fixed Rate - Interest only
186 Properties
650,000
650,000
4.31
%
Feb 2029
490,680
ILPT
Fixed Rate - Interest only
17 Properties
700,000
—
4.42
%
Mar 2032
524,821
Mountain (3)
Floating Rate - Interest only
82 Properties
1,400,000
—
4.04
%
Mar 2024
(4)
1,936,876
Mountain (3)
Fixed Rate - Amortizing
One Property
13,329
—
3.67
%
May 2031
31,125
Mountain (3)
Fixed Rate - Amortizing
One Property
27,025
—
3.10
%
Jun 2035
48,380
Mountain (3)
Fixed Rate - Amortizing
One Property
15,191
—
3.56
%
Sep 2030
51,401
Mountain (3)
Fixed Rate - Amortizing
One Property
44,771
—
4.13
%
Nov 2033
131,556
Mountain (3)
Fixed Rate - Amortizing
One Property
14,739
—
4.14
%
Jul 2032
45,411
Mountain (3)
Fixed Rate - Amortizing
One Property
32,078
—
4.02
%
Oct 2033
87,440
Mountain (3)
Fixed Rate - Amortizing
One Property
5,150
—
3.77
%
Apr 2030
40,279
Mountain (3)
Fixed Rate - Amortizing
One Property
5,445
—
3.85
%
Apr 2030
40,279
Mountain (3)
Fixed Rate - Amortizing
One Property
43,395
—
2.95
%
Jan 2036
102,412
Mountain (3)
Fixed Rate - Amortizing
One Property
47,203
—
4.27
%
Nov 2037
113,738
Mountain (3)
Fixed Rate - Amortizing
One Property
53,357
—
3.25
%
Jan 2038
117,251
Mountain (3)
Fixed Rate - Amortizing
One Property
14,588
—
3.76
%
Oct 2028
63,343
4,451,429
832,000
$
4,934,529
Unamortized debt issuance costs
(40,861)
(3,876)
$
4,410,568
$
828,124
(1)The principal balances are the amounts stated in contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts.
(2)In February 2022, we repaid the outstanding principal balance under our $750,000 unsecured revolving credit facility and then terminated the agreement governing the facility in accordance with its terms and without penalty.
(3)Mountain is Mountain Industrial REIT LLC, our consolidated joint venture, in which we own a 61% equity interest.
(4)The Floating Rate Loan matures in March 2024, subject to three, one year extension options.
Our principal debt obligations at June 30, 2022 were: (1) $1,385,158 outstanding principal amount of the Bridge Loan; (2) $1,400,000 outstanding principal amount of the Floating Rate Loan; (3) $700,000 outstanding principal amount of the Fixed Rate Loan; (4) $650,000 outstanding principal amount of a mortgage loan secured by 186 of our properties; and (5) $316,271 aggregate principal amount of mortgages secured by 11 properties owned by our consolidated joint venture in which we own a 61% equity interest.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
As of December 31, 2021, we had a $750,000 unsecured revolving credit facility that was available for our general business purposes, including acquisitions. The maturity date of this revolving credit facility was June 29, 2022 and had an option to extend the maturity date for one, six month period, subject to payment of extension fees and satisfaction of other conditions. As of December 31, 2021, the annual interest rate payable on borrowings under this revolving credit facility was 1.41%. The weighted average annual interest rate for borrowings under this revolving credit facility was 1.41% for both the period from January 1, 2022 to February 25, 2022 and the three months ended June 30, 2021 and 1.49% for the six months ended June 30, 2021. In connection with the closing of the Merger, we entered into the Loans, and repaid the outstanding principal balance under this revolving credit facility and then terminated the agreement governing the facility in accordance with its terms and without penalty. During the six months ended June 30, 2022, we recorded a $828 loss on extinguishment of debt to write off any unamortized costs related to this facility.
On February 25, 2022, subsidiaries of our consolidated joint venture entered into a loan agreement with Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., or collectively, the Floating Rate Lenders, pursuant to which this joint venture obtained the Floating Rate Loan. Also on February 25, 2022, our consolidated joint venture entered into a guaranty in favor of the Floating Rate Lenders, pursuant to which this joint venture guaranteed certain limited recourse obligations of its subsidiaries with respect to the Floating Rate Loan. The Floating Rate Loan matures in March 2024, subject to three, one year extension options, and requires that interest be paid at an annual rate of SOFR plus a premium of 2.25%. Effective in March 2022, the Floating Rate Lenders exercised their option to increase the premium in connection with the securitization of the Floating Rate Loan, resulting in an increase of 51.5 basis points in the premium. As of June 30, 2022, the weighted average annual interest rate payable under our Floating Rate Loan was 4.04% and the weighted average interest rate for borrowings under the Floating Rate Loan was 3.61% and 3.38% for the three months ended June 30, 2022 and the period from February 25, 2022 to June 30, 2022, respectively.
Also on February 25, 2022, certain of our subsidiaries entered into a loan agreement with Citibank, N.A., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., or collectively, the Bridge Lenders, and a mezzanine loan agreement with an institutional lender, or the Bridge Mezz Lender, together pursuant to which we obtained the Bridge Loan. Also on February 25, 2022, we entered into a guaranty in favor of the Bridge Lenders and the Bridge Mezz Lender, pursuant to which we guaranteed certain limited recourse obligations of its subsidiaries with respect to the Bridge Loan. The Bridge Loan matures in February 2023 and requires that interest be paid at an annual rate of SOFR plus a premium of 1.75% under the loan agreement and a premium of 8.0% under the mezzanine loan agreement. As of June 30, 2022, the weighted average annual interest rate payable under our Bridge Loan was 4.20% and the weighted average annual interest rate for borrowings under the Bridge Loan was 5.29% and 5.23% for the three months ended June 30, 2022 and the period from February 25, 2022 to June 30, 2022, respectively.
Also on February 25, 2022, certain of our subsidiaries entered into a loan agreement with Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., or collectively, the Fixed Rate Lenders, and mezzanine loan agreements with Citigroup Global Markets Realty Corp., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Mortgage Capital Holdings LLC, or collectively the Fixed Mezz Lenders, pursuant to which we obtained the Fixed Rate Loan. Also on February 25, 2022, we entered into a guaranty in favor of the Fixed Rate Lenders and the Fixed Mezz Lenders, pursuant to which we guaranteed certain limited recourse obligations of our subsidiaries with respect to the Fixed Rate Loan. The Fixed Rate Loan matures in March 2032 and requires that interest be paid at a weighted average annual fixed rate of 4.42%.
We used the aggregate net proceeds from the Loans to fund the acquisition of MNR. Principal payments on the Loans are not required prior to the end of their respective initial terms, subject to certain conditions set forth in the applicable loan agreement. Subject to the satisfaction of certain stated conditions, we have the option under the applicable loan agreement: (1) to prepay up to $280,000 of the Floating Rate Loan after March 2023, at par with no premium, and to prepay the balance of the Floating Rate Loan at any time, subject to a premium; (2) to prepay the Bridge Loan, in full or in part at any time, subject to breakage costs; and (3) to prepay the Fixed Rate Loan in full or part at any time, subject to a premium, and beginning in September 2031, without a premium.
The agreements governing the Loans contain customary covenants and provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
In connection with the Merger, our consolidated joint venture in which we own a 61% equity interest assumed an aggregate $323,432 of former MNR mortgages secured by 11 properties which are owned by this joint venture. These amortizing mortgages require monthly payments of principal and interest until maturity. The value of these mortgages approximated their estimated fair value on the date of acquisition.
See Notes 2 and 5 for further information regarding our acquisition of MNR.
Note 5. Fair Value of Assets and Liabilities
Our financial instruments include cash and cash equivalents, restricted cash, rents receivable, the Floating Rate Loan, the Bridge Loan, the Fixed Rate Loan, mortgage notes payable, accounts payable, rents collected in advance, marketable securities available for sale, interest rate caps, security deposits and amounts due from or to related persons. At June 30, 2022 and December 31, 2021, the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:
At June 30, 2022
At December 31, 2021
Carrying
Estimated
Carrying
Estimated
Value(1)
Fair Value
Value(1)
Fair Value
Mortgage notes payable, 4.31% interest rate, due in 2029
$
646,396
$
627,160
$
646,124
$
709,198
Bridge Loan, 4.20% weighted average interest rate, due in 2023
1,379,983
1,379,983
—
—
Mortgage notes payable, 4.04% interest rate, due in 2024 (2)
1,373,501
1,373,501
—
—
Mortgage notes payable, 4.42% interest rate, due in 2032
694,417
694,401
—
—
Mortgage note payable, 3.67% interest rate, due in 2031
13,329
12,859
—
—
Mortgage note payable, 3.10% interest rate, due in 2035
27,025
24,976
—
—
Mortgage note payable, 3.56% interest rate, due in 2030
15,191
14,619
—
—
Mortgage note payable, 4.13% interest rate, due in 2033
44,771
43,861
—
—
Mortgage note payable, 4.14% interest rate, due in 2032
14,739
14,478
—
—
Mortgage note payable, 4.02% interest rate, due in 2033
32,078
31,250
—
—
Mortgage note payable, 3.77% interest rate, due in 2030
5,150
5,002
—
—
Mortgage note payable, 3.85% interest rate, due in 2030
5,445
5,305
—
—
Mortgage note payable, 2.95% interest rate, due in 2036
43,395
39,598
—
—
Mortgage note payable, 4.27% interest rate, due in 2037
47,203
46,542
—
—
Mortgage note payable, 3.25% interest rate, due in 2038
53,357
48,767
—
—
Mortgage note payable, 3.76% interest rate, due in 2028
14,588
14,145
—
—
$
4,410,568
$
4,376,447
$
646,124
$
709,198
(1)Includes unamortized debt issuance costs of $40,861 and $3,876 as of June 30, 2022 and December 31, 2021, respectively.
(2)The Floating Rate Loan matures in March 2024, subject to three, one year extension options.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
We estimate the fair value of our mortgage notes payable using discounted cash flow analyses and current prevailing market rates as of the measurement date (Level 3 inputs). As Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value.
The table below presents certain of our assets measured on a recurring basis at fair value at June 30, 2022, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
Recurring fair value measurements
Investment in unconsolidated joint venture (1)
$
143,716
$
—
$
—
$
143,716
Interest rate cap derivatives (2)
$
13,637
$
—
$
13,637
$
—
Non-recurring fair value measurements
Real estate properties (3)
$
555,123
$
—
$
—
$
555,123
(1)We own a 22% equity interest in a joint venture that owns 18 properties and is included in investment in unconsolidated joint venture in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value are discount rates of between 5.25% and 6.50%, exit capitalization rates of between 4.50% and 5.50%, direct capitalization rates of between 4.00% and 4.50%, holding periods of approximately 10 years and market rents. The assumptions are based on the location, type and nature of each property, and current and anticipated market conditions, which are derived from appraisers, industry publications and our experience. See Note 2 for further information regarding our investment in this joint venture.
(2)Our derivative assets are carried at fair value as required by GAAP. The estimated fair values of the derivative assets are based on current market prices for similar instruments. Given the meaningful level of secondary market activity for derivative contracts, active pricing is available for similar assets and accordingly, we classify our derivative assets as Level 2. See Note 10 for more information regarding our derivatives and hedging activities.
(3)We recorded a loss on impairment of real estate of $100,747 to reduce the carrying value of 25 properties in our condensed consolidated balance sheet to their estimated fair value (Level 3 inputs as defined in the fair value hierarchy under GAAP). See Note 3 for more information.
Note 6. Shareholders’ Equity
Common Share Awards:
On June 1, 2022, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 3,500 of our common shares, valued at $15.07 per share, the closing price of our common shares on The Nasdaq Stock Market LLC on that day.
Common Share Purchase:
During the six months ended June 30, 2022, we purchased 333 of our common shares at a price of $22.67 per common share, from a former employee of The RMR Group LLC, or RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.
Distributions:
During the six months ended June 30, 2022, we declared and paid regular quarterly distributions to common shareholders as follows:
Declaration Date
Record Date
Payment Date
Distribution Per Share
Total Distribution
January 13, 2022
January 24, 2022
February 17, 2022
$
0.33
$
21,584
April 14, 2022
April 25, 2022
May 19, 2022
0.33
21,583
$
0.66
$
43,167
On July 14, 2022, we declared a quarterly distribution to common shareholders of record on July 25, 2022 in the amount of $0.01 per share, or approximately $650. We expect to pay this distribution to our shareholders on or about August 18, 2022.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
Note 7. Per Common Share Amounts
We calculate basic earnings per common share by dividing net income (loss) attributable to common shareholders by the weighted average number of our common shares outstanding during the period. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards, and the related impact on earnings, are considered when calculating dilutive earnings per share. For purposes of calculating diluted earnings per share, we did not include 190 and 191 of unvested share awards for the three and six months ended June 30, 2022, respectively, because to do so would have been antidilutive. The calculation of basic and diluted earnings per share is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Numerators:
Net (loss) income attributable to common shareholders
$
(143,539)
$
18,831
$
(150,053)
$
38,168
Income attributable to unvested share awards
(63)
(47)
(126)
(95)
Net (loss) income attributable to common shareholder used in calculating earnings per share
$
(143,602)
$
18,784
$
(150,179)
$
38,073
Denominators:
Weighted average common shares for basic earnings per share
65,221
65,146
65,217
65,142
Effect of dilutive securities: unvested share awards
—
61
—
50
Weighted average common shares for diluted earnings per share
65,221
65,207
65,217
65,192
Net (loss) income attributable to common shareholders per common share - basic
$
(2.20)
$
0.29
$
(2.30)
$
0.58
Net (loss) income attributable to common shareholders per common share - diluted
$
(2.20)
$
0.29
$
(2.30)
$
0.58
Note 8. Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to our property level operations.
Pursuant to our business management agreement with RMR, we recognized net business management fees of $6,957 and $11,356 for the three and six months ended June 30, 2022, respectively, and $2,580 and $5,124 for the three and six months ended June 30, 2021, respectively. Based on our common share total return, as defined in our business management agreement, as of June 30, 2022 and 2021, no incentive fees are included in the net business management fees we recognized for the three and six months ended June 30, 2022 or 2021. The actual amount of annual incentive fees for 2022, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2022, and will be payable in January 2023. We did not incur any incentive fee payable to RMR for the year ended December 31, 2021. We include business management fees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss). RMR provides management services to our two joint ventures. See Note 9 for further information regarding our joint ventures’ management arrangements with RMR and the related impact on our management fees payable to RMR.
We and RMR amended our business management agreement effective August 1, 2021 to provide that (i) for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Industrial REIT Index will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR and (ii) for periods prior to August 1, 2021, the SNL U.S. REIT Industrial Index will continue to be used. This change of index was due to S&P Global ceasing to publish the SNL U.S. REIT Industrial Index.
Pursuant to our property management agreement with RMR, we recognized aggregate property management and construction supervision fees of $2,764 and $5,527 for the three and six months ended June 30, 2022, respectively, and $1,591 and $3,185 for the three and six months ended June 30, 2021, respectively. Of these amounts, for the three and six months ended June 30, 2022, $2,396 and $5,128, respectively, were expensed to other operating expenses in our condensed
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
consolidated financial statements and $368 and $399, respectively, were capitalized as building improvements in our condensed consolidated balance sheets. For the three and six months ended June 30, 2021, $1,571 and $3,153, respectively, were expensed to other operating expenses in our condensed consolidated financial statements and $20 and $32, respectively, were capitalized as building improvements in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.
We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function, or as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR. We reimbursed RMR $1,704 and $3,308 for these expenses and costs for the three and six months ended June 30, 2022, respectively, and $1,125 and $2,267 for the three and six months ended June 30, 2021, respectively. These amounts are included in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).
See Note 9 for further information regarding our relationships, agreements and transactions with RMR.
Note 9. Related Person Transactions
We have relationships and historical and continuing transactions with RMR, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Matthew Jordan, our other Managing Trustee, is an executive vice president and the chief financial officer and treasurer of RMR Inc. and an officer and employee of RMR. John Murray, one of our Managing Trustees until June 1, 2022 and our President and Chief Executive Officer until March 31, 2022, also serves as an officer and employee of RMR, and each of our other officers is also an officer and employee of RMR. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Adam Portnoy serves as chair of the boards and as a managing trustee or managing director of those companies. Other officers of RMR, including Messrs. Jordan and Murray and certain of our other officers, serve as managing trustees, managing directors or officers of certain of these companies.
Our Manager, RMR. We have two agreements with RMR to provide management services to us. See Note 8 for further information regarding our management agreements with RMR.
MNR Acquisition and Related Joint Venture. On February 25, 2022, we acquired MNR. In connection with that acquisition, we entered into a new joint venture arrangement with an institutional investor for 95 of the acquired MNR properties, including two then committed, but not yet completed, property acquisitions. The investor acquired a 39% equity interest in the joint venture from us for $587,440.
Joint Ventures. We have two separate joint venture arrangements, one with two, third party institutional investors for 18 properties in which we own a 22% equity interest, and the other with one, third party institutional investor for 95 properties, including two then committed, but not yet completed, property acquisitions, in which we own a 61% equity interest. We entered into our joint venture that currently owns 18 properties prior to January 1, 2021, and we entered into the other joint venture that currently owns 95 MNR properties, including two then committed, but not yet then completed, property acquisitions, in February 2022 in connection with the Merger. RMR provides management services to both of these joint ventures. We do not include our 18 property joint venture as a consolidated subsidiary and, as a result, we are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding that joint venture. Our 95 property joint venture is our consolidated subsidiary and, as a result, we are obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding that joint venture; however, that joint venture pays management fees directly to RMR, and any such fees paid by that joint venture are credited against the fees payable by us to RMR.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share data)
In December 2021, we sold six properties to our then existing joint venture. We received proceeds of approximately $160,516 from the other equity investors in that joint venture in connection with this sale. We and the other equity investors maintained our respective percentage equity interests in that joint venture following this transaction. As of December 31, 2021 and June 30, 2022, we owed $225 and $3,192, respectively, to that joint venture for rents that we collected on behalf of that joint venture. These amounts are presented as due to related persons in our condensed consolidated balance sheet. We paid the amounts we owed as of December 31, 2021 in January 2022 and the amounts we owed as of June 30, 2022 in July 2022.
See Notes 2, 4, 5 and 11 for further information regarding our joint ventures.
TA. In May 2021, we acquired a property located in the Dallas, Texas market from TravelCenters of America Inc., or TA, for a purchase price of $2,319, including acquisition related costs of $119. RMR provides management services to TA and Mr. Portnoy serves as the chair of the board of directors and as a managing director of TA.
For further information about these and other such relationships and certain other related person transactions, see our 2021 Annual Report.
Note 10. Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
We are exposed to certain risks relating to our ongoing business operations, including the impact of changes in interest rates. The only risk currently managed by us using derivative instruments is a part of our interest rate risk. We have an interest rate cap agreement to manage our interest rate risk exposure on each of the Bridge Loan and the Floating Rate Loan, both with interest payable at a rate equal to SOFR plus a premium. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.
Cash Flow Hedges of Interest Rate Risk
As required by ASC 815, Derivatives and Hedging, we record all derivatives on the balance sheet at fair value. The following table summarizes the terms of our outstanding interest rate cap agreements designated as cash flow hedges of interest rate risk as of June 30, 2022:
Interest Rate Derivative
Balance Sheet Line Item
Debt
Number of Instruments
Strike Rate
Notional Amount
Fair Value at June 30, 2022
Interest Rate Cap
Other assets
Floating Rate Loan
1
3.40%
$
1,400,000
$
9,362
Interest Rate Cap
Other assets
Bridge Loan Facility
2
2.70%
$
1,385,158
$
4,275
Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. The earnings recognition of excluded components is presented in interest expense. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our applicable debt.
Three Months Ended June 30, 2022
Six Months Ended June 30, 2022
Amount of income recognized in cumulative other comprehensive income
$
3,778
$
9,153
Amount reclassified from cumulative other comprehensive income into interest expense
On February 25, 2022, we completed the acquisition of MNR. In connection with the Merger, we entered into a joint venture arrangement with an institutional investor for 95 of the acquired MNR properties, including two then committed, but not yet completed, property acquisitions. The investor acquired a 39% noncontrolling equity interest in the joint venture for $587,440, and we retained the remaining 61% equity interest in the joint venture. The joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt on certain of the properties. We control this joint venture and therefore account for the properties on a consolidated basis in our condensed consolidated financial statements.
We recognized a 39% noncontrolling interest in our condensed consolidated financial statements for the three and six months ended June 30, 2022. The portion of this joint venture's net loss not attributable to us, or $7,781 and $11,042 for the three and six months ended June 30, 2022, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income (loss). During the three and six months ended June 30, 2022, the joint venture made aggregate cash distributions of $1,365 to the other joint venture investor, which is reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets. See Notes 1, 2, 4 and 5 for further information regarding this joint venture.
An unrelated third party owns an approximate 33% tenancy in common interest in one of the properties we acquired as part of the MNR acquisition located in Somerset, New Jersey, and we own the remaining 67% tenancy in common interest in this property. The portion of this property’s net loss not attributable to us, or $1 and $13 for the three and six months ended June 30, 2022, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income (loss).
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q and with our 2021 Annual Report.
OVERVIEW (dollars in thousands, except per share and per square foot data)
We are a real estate investment trust, or REIT, organized under Maryland law. As of June 30, 2022, our portfolio was comprised of 412 consolidated properties containing approximately 59.7 million rentable square feet located in 39 states, including 226 buildings, leasable land parcels and easements containing approximately 16.7 million rentable square feet located on the island of Oahu, Hawaii, and 186 properties containing approximately 43.0 million rentable square feet located in 38 other states. As of June 30, 2022, our 412 consolidated properties include 93 properties that we own in a consolidated joint venture arrangement in which we own a 61% equity interest. As of June 30, 2022, we also owned a 22% equity interest in an unconsolidated joint venture, which owns 18 properties located in 12 states containing approximately 11.7 million rentable square feet that were 100% leased with an average (by annualized rental revenues) remaining lease term of 6.1 years. As of June 30, 2022, our consolidated properties were approximately 98.9% leased (based on rentable square feet) to 305 different tenants with a weighted average remaining lease term (based on annualized rental revenues) of approximately 9.2 years. We define the term annualized rental revenues as used in this section as the annualized contractual rents, as of June 30, 2022, including straight line rent adjustments and excluding lease value amortization, adjusted for tenant concessions including free rent and amounts reimbursed to tenants, plus estimated recurring expense reimbursements from tenants.
On February 25, 2022, we completed the acquisition of MNR as a result of which we acquired 124 Class A, single tenant, net leased, e-commerce focused industrial properties located in 32 states containing approximately 25,745,000 rentable square feet and two committed, but not yet then completed, property acquisitions. The aggregate value of the consideration paid in the Merger was $3,734,485, including the assumption of $323,432 aggregate principal amount of former MNR mortgage debt, the repayment of $885,269 of MNR debt and the payment of certain transaction fees and expenses, net of MNR’s cash on hand, and excluding two then pending property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs. The 124 MNR properties were 97.9% leased to various tenants and had a remaining weighted average (by rental revenues) lease term of eight years as of the date of the acquisition.
Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 MNR properties, including two then committed, but not yet then completed, property acquisitions. The investor acquired a 39% equity interest in the joint venture from us for $587,440, and we retained the remaining 61% equity interest in the joint venture. The joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt on certain of the properties.
The U.S. Federal Reserve recently raised interest rates in an effort to combat inflation, which could result in negative consequences in the U.S. economy, and concerns about a potential recession are becoming more pronounced. It is unclear whether the U.S. economy will be able to withstand such challenges and continue sustained growth. A recession could adversely affect our financial condition and that of our tenants, could adversely impact the ability of our tenants to renew our leases or pay rent to us, would impair our ability to effectively deploy our capital or realize upon investments on favorable terms and may cause the values of our properties and of our securities to decline. We could also be affected by any overall weakening of, or disruptions in, the financial markets.
Property Operations
Occupancy data for our properties as of June 30, 2022 and 2021 is as follows (square feet in thousands):
All Properties
Comparable Properties (1)
As of June 30,
As of June 30,
2022
2021
2022
2021
Total properties
412
291
286
286
Total rentable square feet (2)
59,736
35,201
33,634
33,631
Percent leased (3)
98.9
%
99.0
%
99.3
%
98.9
%
(1)Consists of properties that we owned continuously since January 1, 2021 and excludes 18 properties owned by an unconsolidated joint venture in which we own a 22% equity interest.
(2)Subject to modest adjustments when space is remeasured or reconfigured for new tenants and when land leases are converted to building leases.
(3)Percent leased includes (i) space being fitted out for occupancy pursuant to existing leases as of June 30, 2022, if any, and (ii) space which is leased but is not occupied or is being offered for sublease by tenants, if any.
The average effective rental rates per square foot, as defined below, for our properties for the three and six months ended June 30, 2022 and 2021 are as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Average effective rental rates per square foot leased: (1)
All properties
$
7.26
$
6.29
$
6.95
$
6.31
Comparable properties (2)
$
6.80
$
6.32
$
6.53
$
6.32
(1)Average effective rental rates per square foot leased represents annualized rental income during the period specified divided by the average rentable square feet leased during the period specified.
(2)Consists of properties that we owned continuously since January 1, 2021 and excludes properties owned by an unconsolidated joint venture.
During the three and six months ended June 30, 2022, we entered into new and renewal leases as summarized in the following tables:
Three Months Ended June 30, 2022
New Leases
Renewals
Totals
Square feet leased during the period (in thousands)
2,652
1,082
3,734
Weighted average rental rate change (by rentable square feet)
104.7
%
29.1
%
63.4
%
Weighted average lease term by square feet (years) (2)
28.3
9.1
22.7
Total leasing costs and concession commitments (1)
$
3,025
$
2,945
$
5,970
Total leasing costs and concession commitments per square foot (1)
$
1.14
$
2.72
$
1.60
Total leasing costs and concession commitments per square foot per year (1)
$
0.04
$
0.30
$
0.07
Six Months Ended June 30, 2022
New Leases
Renewals
Totals
Square feet leased during the period (in thousands)
2,933
1,630
4,563
Weighted average rental rate change (by rentable square feet)
95.6
%
23.9
%
52.1
%
Weighted average lease term by square feet (years) (2)
26.8
8.4
20.2
Total leasing costs and concession commitments (1)
$
5,380
$
5,362
$
10,742
Total leasing costs and concession commitments per square foot (1)
$
1.83
$
3.29
$
2.35
Total leasing costs and concession commitments per square foot per year (1)
$
0.07
$
0.39
$
0.12
(1)Includes commitments made for leasing expenditures and concessions, such as leasing commissions, tenant improvements or other tenant inducements.
(2)The weighted average (by square feet) lease term for leases that were in effect for the same land area or building area during the prior lease term was 22.7 years for the three months ended June 30, 2022 and 20.2 years for the six months ended June 30, 2022.
During the three and six months ended June 30, 2022, we completed rent resets for approximately 138,000 and 194,000 square feet of land, respectively, at our Hawaii Properties at rental rates that were approximately 37.2% and 36.8%, respectively, higher than the prior rental rates.
As shown in the table below, approximately 2.1% of our total leased square feet and 2.2% of our total annualized rental revenues as of June 30, 2022 are included in leases scheduled to expire by December 31, 2022.
As of June 30, 2022, our lease expirations by year are as follows (dollars and square feet in thousands):
% of Total
Cumulative
% of Total
Cumulative %
Annualized
Annualized
% of Total
Leased
Leased
of Total Leased
Rental
Rental
Annualized
Number of
Square Feet
Square Feet
Square Feet
Revenues
Revenues
Rental Revenues
Period / Year
Tenants
Expiring (1)
Expiring (1)
Expiring (1)
Expiring
Expiring
Expiring
7/1/2022-12/31/2022
20
1,242
2.1
%
2.1
%
$
9,080
2.2
%
2.2
%
2023
38
3,961
6.7
%
8.8
%
25,124
6.0
%
8.2
%
2024
48
4,815
8.2
%
17.0
%
32,328
7.7
%
15.9
%
2025
29
4,521
7.7
%
24.7
%
26,007
6.2
%
22.1
%
2026
23
2,764
4.7
%
29.4
%
20,327
4.9
%
27.0
%
2027
35
8,396
14.2
%
43.6
%
49,036
11.7
%
38.7
%
2028
28
4,876
8.3
%
51.9
%
34,017
8.1
%
46.8
%
2029
17
3,428
5.8
%
57.7
%
16,573
4.0
%
50.8
%
2030
14
2,155
3.6
%
61.3
%
18,284
4.4
%
55.2
%
2031
16
3,265
5.5
%
66.8
%
25,587
6.1
%
61.3
%
Thereafter
130
19,637
33.2
%
100.0
%
162,123
38.7
%
100.0
%
Total
398
59,060
100.0
%
$
418,486
100.0
%
Weighted average remaining lease term (in years):
8.8
9.2
(1)Leased square feet is pursuant to existing leases as of June 30, 2022 and includes (i) space being fitted out for occupancy, if any, and (ii) space which is leased but is not occupied or is being offered for sublease by tenants, if any.
We generally receive rents from our tenants monthly and in advance. As of June 30, 2022, tenants representing 1% or more of our total annualized rental revenues were as follows (square feet in thousands):
% of Total
No. of
Leased
% of Total
Annualized Rental
Tenant
States
Properties
Sq. Ft. (1)
Leased Sq. Ft. (1)
Revenues
1
Federal Express Corporation/ FedEx Ground Package System, Inc.
AL, AR, CO, FL, GA, HI, IA, ID, IL, IN, KS, LA, MD, MI, MN, MO, MS, NC, ND, NE, NJ, NV, NY, OH, OK, PA, SC, TN, TX, UT, VA, VT, WA, WI
(1)Leased square feet is pursuant to existing leases as of June 30, 2022 and includes (i) space being fitted out for occupancy, if any, and (ii) space which is leased but is not occupied or is being offered for sublease by tenants, if any.
Tenant Concentration. We have a concentration of properties leased to tenants, including their applicable subsidiaries that leased over 5% of our total rentable square footage as follows:
Weighted
Average
% of
Number
Remaining
Rental Income
Rental Income
Rentable
of
Lease Term
Three Months Ended
Six Months Ended
Tenant
Square Feet
States
(in years)
6/30/2022
6/30/2021
6/30/2022
6/30/2021
Federal Express Corporation/ FedEx Ground Package System, Inc.
Mainland Properties. As of June 30, 2022, our Mainland Properties represented approximately 71.0% of our annualized rental revenues. We generally will seek to renew or extend the terms of leases at our Mainland Properties as their expirations approach. Due to the capital that many of the tenants in our Mainland Properties have invested in these properties and because many of these properties appear to be of strategic importance to the tenants’ businesses, we believe that it is likely that these tenants will renew or extend their leases prior to their expirations. If we are unable to extend or renew our leases, it may be time consuming and expensive to relet some of these properties and the terms of any leases we may enter may be less favorable to us than the terms of our existing leases for those properties.
Hawaii Properties. As of June 30, 2022, our Hawaii Properties represented approximately 29.0% of our annualized rental revenues. As of June 30, 2022, certain of our Hawaii Properties are lands leased for rents that periodically reset based on fair market values, generally every ten years. Revenues from our Hawaii Properties have generally increased under our or our predecessors’ ownership as rents under the leases for those properties have been reset or renewed. Lease renewals, lease extensions, new leases and rental rates for our Hawaii Properties in the future will depend on prevailing market conditions when these lease renewals, lease extensions, new leases and rental rates are set. As rent reset dates or lease expirations approach at our Hawaii Properties, we generally negotiate with existing or new tenants for new lease terms. If we are unable to reach an agreement with a tenant on a rent reset, our Hawaii Properties’ leases typically provide that rent is reset based on an appraisal process. Despite our and our predecessors’ prior experience with rent resets, lease extensions and new leases in Hawaii, our ability to increase rents when rents reset, leases are extended, or leases expire depends upon market conditions which are beyond our control. Accordingly, we cannot be sure that the historical increases achieved at our Hawaii Properties will continue in the future.
The following chart shows the annualized rental revenues as of June 30, 2022 scheduled to reset at our Hawaii Properties:
Scheduled Rent Resets at Hawaii Properties
(dollars in thousands)
Annualized
Rental Revenues as of
June 30, 2022
Scheduled to Reset
7/1/2022-12/31/2022
$
—
2023
2,085
2024
1,266
2025
826
2026
1,296
2027 and thereafter
17,474
Total
$
22,947
As of June 30, 2022, $17,568, or 4.2%, of our annualized rental revenues are included in leases scheduled to expire through June 30, 2023 and 1.1% of our rentable square feet are currently vacant. Rental rates for which available space may be leased in the future will depend on prevailing market conditions when lease extensions, lease renewals or new leases are negotiated. Whenever we extend, renew or enter new leases for our properties, we intend to seek rents that are equal to or higher than our
historical rents for the same properties; however, our ability to maintain or increase the rents for our current properties will depend in large part upon market conditions, which are beyond our control.
Tenant Review Process. Our manager, RMR, employs a tenant review process for us. RMR assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. RMR also may use a third party service to monitor the credit ratings of debt securities of our existing tenants whose debt securities are rated by a nationally recognized credit rating agency.
Investing and Financing Activities (dollars in thousands)
On February 25, 2022, we completed the acquisition of MNR. MNR’s portfolio included 124 Class A, single tenant, net leased, e-commerce focused industrial properties located in 32 states containing approximately 25,745,000 rentable square feet with a remaining weighted average (by rental revenues) lease term of eight years as of the date of the acquisition, and two committed, but not yet then completed, property acquisitions. The aggregate value of the consideration paid in the Merger was $3,734,485, including the assumption of $323,432 aggregate principal amount of former MNR mortgage debt, the repayment of $885,269 of MNR debt and the payment of certain transaction fees and expenses, net of MNR’s cash on hand, and excluding two then pending property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs.
In connection with the closing of the Merger, we entered into a $1,385,158 bridge loan facility, secured by 109 of our properties. We also entered into a $700,000 fixed rate CMBS loan secured by 17 of our properties.
Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 of the acquired MNR properties, including two then committed, but not yet then completed, property acquisitions. The investor acquired a 39% noncontrolling equity interest in the joint venture from us for $587,440, and we retained the remaining 61% equity interest in the joint venture. The joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt on certain of the properties and entered into a $1,400,000 floating rate CMBS loan secured by 82 properties. The Floating Rate Loan matures in March 2024, subject to three one year extension options, and requires that interest be paid at an annual rate of SOFR plus a premium of 2.765%. We control this joint venture and therefore account for the properties on a consolidated basis in our condensed consolidated financial statements. During the six months ended June 30, 2022, this joint venture made aggregate cash distributions of $1,365 to the other joint venture investor.
In July 2022, our consolidated joint venture acquired a property located in Augusta, GA containing 226,000 rentable square feet for a purchase price of approximately $38,000, excluding acquisition related costs. This property is 100% leased to a single tenant with a remaining lease term of approximately 14.9 years. This property was a committed MNR acquisition at the time we acquired MNR and was purchased directly by our consolidated joint venture.
As of June 30, 2022, we also own an interest in an unconsolidated joint venture that owns 18 properties. We account for our 18 property unconsolidated joint venture under the equity method of accounting under the fair value option. During the three and six months ended June 30, 2022, we recorded the change in the fair value of our investment in our unconsolidated joint venture of $1,610 and $3,337, respectively, in our condensed consolidated statements of comprehensive income (loss). In addition, during the three and six months ended June 30, 2022, our unconsolidated joint venture made aggregate cash distributions of $1,322 and $2,642, respectively, to us.
For further information regarding our investing and financing activities, see Notes 2, 4, 5, 9 and 11 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Investing and Financing Liquidity and Resources” of this Quarterly Report on Form 10-Q.
Three Months Ended June 30, 2022, Compared to Three Months Ended June 30, 2021 (dollars and share amounts in thousands, except per share data)
Comparable Properties Results (1)
Non-Comparable Properties Results (2)
Consolidated Results
Three Months Ended June 30,
Three Months Ended June 30,
Three Months Ended June 30,
$
%
$
$
%
2022
2021
Change
Change
2022
2021
Change
2022
2021
Change
Change
Rental income
$
56,888
$
52,388
$
4,500
8.6%
$
50,334
$
1,792
$
48,542
$
107,222
$
54,180
$
53,042
97.9%
Operating expenses:
Real estate taxes
7,335
7,272
63
0.9%
5,940
217
5,723
13,275
7,489
5,786
77.3%
Other operating expenses
4,158
4,156
2
—%
2,895
185
2,710
7,053
4,341
2,712
62.5%
Total operating expenses
11,493
11,428
65
0.6%
8,835
402
8,433
20,328
11,830
8,498
71.8%
Net operating income (3)
$
45,395
$
40,960
$
4,435
10.8%
$
41,499
$
1,390
$
40,109
86,894
42,350
44,544
105.2%
Other expenses:
Depreciation and amortization
42,699
11,830
30,869
N/M
Acquisition and certain other transaction costs
—
646
(646)
(100.0%)
General and administrative
9,709
4,234
5,475
129.3%
Loss on impairment of real estate
100,747
—
100,747
N/M
Total other expenses
153,155
16,710
136,445
N/M
Interest and other income
354
—
354
N/M
Interest expense
(77,548)
(8,643)
(68,905)
N/M
Loss on sale of real estate
(10)
—
(10)
N/M
Loss on equity securities
(9,450)
—
(9,450)
N/M
(Loss) income before income tax expense and equity in earnings of investees
(152,915)
16,997
(169,912)
N/M
Income tax expense
(16)
(42)
26
(61.9%)
Equity in earnings of investees
1,610
1,876
(266)
(14.2%)
Net (loss) income
(151,321)
18,831
(170,152)
N/M
Net loss attributable to noncontrolling interest
7,782
—
7,782
—%
Net (loss) income attributable to common shareholders
$
(143,539)
$
18,831
$
(162,370)
N/M
Weighted average common shares outstanding - basic
65,221
65,146
75
N/M
Weighted average common shares outstanding - diluted
65,221
65,207
14
N/M
Per common share data (basic and diluted):
Net (loss) income attributable to common shareholders
$
(2.20)
$
0.29
$
(2.49)
N/M
N/M - Not Meaningful
(1)Consists of properties that we owned continuously since April 1, 2021 and excludes properties owned by an unconsolidated joint venture.
(2)Consists of 131 properties that we acquired during the period from April 1, 2021 to June 30, 2022, including 93 properties we contributed to a consolidated joint venture in which we own a 61% equity interest and six properties we sold in December 2021 to our 18 property unconsolidated joint venture in which we own a 22% equity interest.
(3)See our definition of NOI and our reconciliation of net income (loss) to NOI below under the heading “Non-GAAP Financial Measures.”
References to changes in the income and expense categories below relate to the comparison of results for the three months ended June 30, 2022 compared to the three months ended June 30, 2021.
Rental income. The increase in rental income is primarily a result of our acquisition and disposition activities, which includes our acquisition of MNR. The increase also reflects our leasing activity and rent resets at certain of our comparable properties. Rental income increased at certain of our comparable properties primarily due to increases from leasing activity and rent resets and a $3,500 reduction of a non-cash assumed lease obligation following an early lease termination. Rental income includes non-cash straight line rent adjustments totaling approximately $3,220 for the 2022 period and approximately $1,951 for the 2021 period, and net amortization of acquired real estate leases and assumed real estate lease obligations totaling approximately $3,695 for the 2022 period and approximately $171 for the 2021 period.
Real estate taxes. The increase in real estate taxes primarily reflects our acquisition and disposition activities.
Other operating expenses. Other operating expenses primarily include repairs and maintenance, utilities, insurance, snow removal, legal and property management fees. The increase in other operating expenses is primarily due to our acquisition and disposition activities. Other operating expenses at our comparable properties in the 2022 period were consistent with the 2021 period.
Depreciation and amortization. The increase in depreciation and amortization primarily reflects our acquisition and disposition activities.
Acquisition and certain other transaction costs. Acquisition and certain other transaction costs consist of costs related to potential acquisitions that were not completed or other transactions.
General and administrative. General and administrative expenses primarily include fees paid under our business management agreement with RMR, legal fees, audit fees, Trustee fees and expenses and equity compensation expense. The increase in general and administrative expenses is primarily due to an increase in business management fees as a result of our net acquisition activity.
Loss on impairment of real estate. We recorded a $100,747 loss on impairment of real estate in the 2022 period to reduce the carrying value of 25 of the 30 properties reclassified from held for sale to held and used to their estimated fair value.
Interest and other income. Interest and other income represents interest earned on our cash balances and distributions received on equity securities. The increase in interest and other income is primarily due to higher cash balances during the 2022 period as compared to the 2021 period and distributions we received on certain equity securities we held during the 2022 period.
Interest expense. The increase in interest expense is due to higher average interest rates incurred on larger average outstanding balances in the 2022 period as compared to the 2021 period, primarily due to our acquisition of MNR.
Loss on sale of real estate. Loss on sale of real estate represents a final true up adjustment to the $11,114 gain from the sale of six properties to our unconsolidated joint venture during the three months ended December 31, 2021.
Loss on equity securities. Loss on equity securities represents the realized loss of $9,450 on the sale of certain equity securities we acquired as part of our acquisition of MNR.
Income tax expense. Income tax expense primarily reflects state income taxes payable in certain jurisdictions.
Equity in earnings of investees. Equity in earnings of investees is the change in the fair value of our investment in our unconsolidated joint venture.
Net (loss) income. The net loss for the 2022 period compared to the net income for the 2021 period reflects the changes noted above.
Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest represents the net loss attributable to the 39% equity interest in our consolidated joint venture that we did not own during the 2022 period.
Weighted average common shares outstanding - basic and diluted. The increase in weighted average common shares outstanding primarily reflects common shares awarded under our equity compensation plan since January 1, 2021.
Net (loss) income attributable to common shareholders per common share - basic and diluted. The net loss attributable to common shareholders per common share for the 2022 period compared to the net income attributable to common shareholders per share for the 2021 period reflects the changes to net income attributable to common shareholders and weighted average common shares noted above.
Six Months Ended June 30, 2022, Compared to Six Months Ended June 30, 2021 (dollars and share amounts in thousands, except per share data)
Comparable Properties Results (1)
Non-Comparable Properties Results (2)
Consolidated Results
Six Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
$
%
$
$
%
2022
2021
Change
Change
2022
2021
Change
2022
2021
Change
Change
Rental income
$
108,997
$
104,799
$
4,198
4.0%
$
69,600
$
3,598
$
66,002
$
178,597
$
108,397
$
70,200
64.8%
Operating expenses:
Real estate taxes
14,578
14,317
261
1.8%
8,133
419
7,714
22,711
14,736
7,975
54.1%
Other operating expenses
9,068
8,928
140
1.6%
4,757
389
4,368
13,825
9,317
4,508
48.4%
Total operating expenses
23,646
23,245
401
1.7%
12,890
808
12,082
36,536
24,053
12,483
51.9%
Net operating income (3)
$
85,351
$
81,554
$
3,797
4.7%
$
56,710
$
2,790
$
53,920
$
142,061
$
84,344
$
57,717
68.4%
Other expenses:
Depreciation and amortization
65,577
24,508
41,069
167.6%
Acquisition and certain other transaction costs
—
646
(646)
(100.0%)
General and administrative
15,786
7,990
7,796
97.6%
Loss on impairment of real estate
100,747
—
100,747
N/M
Total other expenses
182,110
33,144
148,966
N/M
Interest and other income
832
—
832
N/M
Interest expense
(118,547)
(17,384)
(101,163)
N/M
Loss on sale of real estate
(10)
—
(10)
N/M
Loss on equity securities
(5,758)
—
(5,758)
N/M
Loss on early extinguishment of debt
(828)
—
(828)
N/M
(Loss) income before income tax expense and equity in earnings of investees
(164,360)
33,816
(198,176)
N/M
Income tax expense
(85)
(105)
20
(19.0%)
Equity in earnings of investees
3,337
4,457
(1,120)
(25.1%)
Net (loss) income
(161,108)
38,168
(199,276)
N/M
Net loss attributable to noncontrolling interest
11,055
—
11,055
N/M
Net (loss) income attributable to common shareholders
$
(150,053)
$
38,168
$
(188,221)
N/M
Weighted average common shares outstanding - basic
65,217
65,142
75
N/M
Weighted average common shares outstanding - diluted
65,217
65,192
25
N/M
Per common share data (basic and diluted):
Net (loss) income attributable to common shareholders
$
(2.30)
0.58
(2.88)
N/M
N/M - Not Meaningful
(1)Consists of properties that we owned continuously since January 1, 2021 and excludes properties owned by an unconsolidated joint venture.
(2)Consists of 131 properties that we acquired during the period from January 1, 2021 to June 30, 2022, including 93 properties we contributed to a consolidated joint venture in which we own a 61% equity interest and six properties we sold in December 2021 to our 18 property unconsolidated joint venture in which we own a 22% equity interest.
(3)See our definition of NOI and our reconciliation of net income (loss) to NOI below under the heading “Non-GAAP Financial Measures.”
References to changes in the income and expense categories below relate to the comparison of results for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.
Rental income. The increase in rental income is primarily a result of our acquisition and disposition activities, which includes our acquisition of MNR. The increase also reflects our leasing activity and rent resets at certain of our comparable properties. Rental income increased at certain of our comparable properties primarily due to increases from leasing activity and rent resets and a $3,500 reduction of a non-cash assumed lease obligation. Rental income includes non-cash straight line rent adjustments totaling approximately $4,376 for the 2022 period and approximately $3,995 for the 2021 period, and net amortization of acquired real estate leases and assumed real estate lease obligations totaling approximately $4,015 for the 2022 period and approximately $351 for the 2021 period.
Real estate taxes. The increase in real estate taxes primarily reflects our acquisition and disposition activities.
Other operating expenses. The increase in other operating expenses is primarily due to our acquisition and disposition activities, Other operating expenses at our comparable properties in the 2022 period were consistent with the 2021 period.
Depreciation and amortization. The increase in depreciation and amortization primarily reflects our acquisition and disposition activities.
Acquisition and certain other transaction costs. Acquisition and certain other transaction costs consist of costs related to potential acquisitions that were not completed or other transactions.
General and administrative. The increase in general and administrative expenses is primarily due to an increase in business management fees as a result of our net acquisition activity.
Loss on impairment of real estate. We recorded a $100,747 loss on impairment of real estate in the 2022 period to reduce the carrying value of 25 of the 30 properties reclassified from held for sale to held and used to their estimated fair values.
Interest and other income. The increase in interest and other income is primarily due to higher cash balances during the 2022 period as compared to the 2021 period and distributions we received on certain equity securities we held during the 2022 period.
Interest expense. The increase in interest expense is due to higher average interest rates incurred on larger average outstanding balances in the 2022 period as compared to the 2021 period, primarily due to our acquisition of MNR.
Loss on sale of real estate. Loss on sale of real estate represents a final true up adjustment to the $11,114 gain from the sale of six properties to our joint venture during the three months ended December 31, 2021.
Loss on equity securities. Loss on equity securities represents the realized loss of $5,758 on the sale of certain equity securities we acquired as part of our acquisition of MNR.
Loss on early extinguishment of debt. Loss on early extinguishment of debt relates to unamortized costs related the termination of our $750,000 unsecured credit facility during the 2022 period.
Income tax expense. Income tax expense primarily reflects state income taxes payable in certain jurisdictions.
Equity in earnings of investees. Equity in earnings of investees is the change in the fair value of our investment in our unconsolidated joint venture.
Net (loss) income. The net loss for the 2022 period compared to the net income for the 2021 period reflects the changes noted above.
Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest represents the net loss attributable to the 39% equity interest in our consolidated joint venture that we did not own during the 2022 period.
Weighted average common shares outstanding - basic and diluted. The increase in weighted average common shares outstanding primarily reflects common shares awarded under our equity compensation plan since January 1, 2021.
Net (loss) income attributable to common shareholders per common share - basic and diluted. The net loss attributable to common shareholders per common share for the 2022 period compared to the net income attributable to common shareholders per share for the 2021 period reflects the changes to net income attributable to common shareholders and weighted average common shares noted above.
We present certain “non-GAAP financial measures” within the meaning of the applicable rules of the Securities and Exchange Commission, or SEC, including net operating income, or NOI, funds from operations, or FFO, attributable to common shareholders and normalized funds from operations, or Normalized FFO, attributable to common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) or net income (loss) attributable to common shareholders as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) and net income (loss) attributable to common shareholders as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss) and net income (loss) attributable to common shareholders. We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties.
Net Operating Income
We calculate NOI as shown below. We define NOI as income from our rental of real estate less our property operating expenses. The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do.
The following table presents the reconciliation of net (loss) income to NOI for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Reconciliation of Net (Loss) Income to NOI:
Net (loss) income
$
(151,321)
$
18,831
$
(161,108)
$
38,168
Equity in earnings of investees
(1,610)
(1,876)
(3,337)
(4,457)
Income tax expense
16
42
85
105
(Loss) income before income tax expense and equity in earnings of investees
Funds From Operations and Normalized Funds From Operations Attributable to Common Shareholders
We calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown below. FFO attributable to common shareholders is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, excluding loss on impairment of real estate, any gain or loss on sale of real estate, equity in earnings of an unconsolidated joint venture and any realized and unrealized gains or losses on equity securities, plus real estate depreciation and amortization of consolidated properties and our proportionate share of FFO of unconsolidated joint venture properties and minus FFO adjustments attributable to noncontrolling interest, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO attributable to common shareholders, we adjust for the items shown below including similar adjustments for our unconsolidated joint venture, if any, and exclude acquisition and transaction costs expensed under GAAP. FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in the agreements governing our debt, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield compared to the dividend yields of other industrial REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than we do.
The following table presents our calculation of FFO attributable to common shareholders and Normalized FFO attributable to common shareholders and reconciliations of net income (loss) attributable to common shareholders to FFO attributable to common shareholders and Normalized FFO attributable to common shareholders for the three and six months ended June 30, 2022 and 2021 (dollars in thousands, except per share data):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2021
2022
2021
Reconciliation of Net (Loss) Income Attributable to Common Shareholders to FFO Attributable to Common Shareholders and Normalized FFO Attributable to Common Shareholders:
Net (loss) income attributable to common shareholders
$
(143,539)
$
18,831
$
(150,053)
$
38,168
Depreciation and amortization
42,699
11,830
65,577
24,508
Equity in earnings of unconsolidated joint venture
(1,610)
(1,876)
(3,337)
(4,457)
Loss on equity securities
9,450
—
5,758
—
Share of FFO from unconsolidated joint venture
1,676
1,170
3,437
2,406
Loss on impairment of real estate
100,747
—
100,747
—
Loss on sale of real estate
10
—
10
—
FFO adjustments attributable to noncontrolling interest
(11,434)
—
(16,038)
—
FFO attributable to common shareholders
(2,001)
29,955
6,101
60,625
Loss on early extinguishment of debt
—
—
828
—
Acquisition and certain other transaction costs (1)
30,303
646
48,976
646
Normalized FFO attributable to common shareholders
$
28,302
$
30,601
$
55,905
$
61,271
Weighted average common shares outstanding - basic
65,221
65,146
65,217
65,142
Weighted average common shares outstanding - diluted
65,221
65,207
65,217
65,192
Per common share data (basic and diluted):
FFO attributable to common shareholders
$
(0.03)
$
0.46
$
0.09
$
0.93
Normalized FFO attributable to common shareholders
$
0.43
$
0.47
$
0.86
$
0.94
(1)Amounts for the three and six months ended June 30, 2022 include certain finance fees related to our bridge loan facility and/or other transaction related expenses that are expensed under GAAP.
Our Operating Liquidity and Resources (dollars in thousands)
Our principal sources of funds to meet our operating and capital expenses, pay debt service obligations and make distributions to our shareholders are rents from tenants at our properties. With $291,866 of cash on hand, 78.0% of our annualized rental revenues derived from investment grade rated tenants, subsidiaries of investment grade rated parent entities or our Hawaii land leases and only 3.8% of our annualized rental revenues as of June 30, 2022 from expiring leases over the next 12 months, we believe that these sources of funds will be sufficient to meet our operating and capital expenses, pay debt service obligations and make distributions to our shareholders for the next 12 months and for the foreseeable future thereafter. Our future cash flows from operating activities will depend primarily upon our ability to:
•collect rents from our tenants when due;
•maintain the occupancy of, and maintain or increase the rental rates at, our properties;
•control our operating cost increases;
•purchase additional properties that produce cash flows in excess of our costs of acquisition capital and property operating expenses; and
•develop properties to produce cash flows in excess of our costs of capital.
The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows (dollars in thousands):
Six Months Ended June 30,
2022
2021
Cash and cash equivalents and restricted cash at beginning of period
$
29,397
$
22,834
Net cash provided by (used in):
Operating activities
80,931
62,607
Investing activities
(3,416,022)
(34,628)
Financing activities
3,742,638
(20,301)
Cash and cash equivalents and restricted cash at end of period
$
436,944
$
30,512
The increase in net cash provided by operating activities for the six months ended June 30, 2022 compared to the 2021 period is primarily due to increased operating cash flow from the acquisition of MNR and changes in our working capital. The increase in net cash used in investing activities for the six months ended June 30, 2022 compared to the 2021 period is primarily due to our acquisition of MNR during the 2022 period as compared to two properties acquired during the 2021 period. The change in net cash provided by financing activities for the six months ended June 30, 2022 to net cash used in financing activities during the 2021 period is primarily due to the net borrowings and sale of joint venture equity interests used to finance our acquisition of MNR in the 2022 period.
Our Investing and Financing Liquidity and Resources (dollars in thousands, except per share and per square foot data)
Our future acquisition or development activity cannot be accurately projected because such activity depends upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and operate properties, financing available to us, our cost of capital, other commitments we have made and alternative uses for the amounts that would be required for the acquisition or development, the extent of our leverage, and the expected impact of the acquisition or development on our debt covenants and certain other financial metrics. We generally do not intend to purchase “turn around” properties, or properties that do not generate positive cash flows, but we may conduct construction or redevelopment activities on our properties.
As of June 30, 2022, we had cash and cash equivalents of $291,866. To maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended, or the IRC, we generally are required to distribute at least 90% of our REIT taxable income annually, subject to specified adjustments and excluding any net capital gain. This distribution requirement limits our ability to retain earnings and thereby provide capital for our operations or acquisitions. We may use our cash and cash equivalents on hand, the cash flow from our operations, net proceeds from any sales of assets and net proceeds of offerings of equity or debt securities to fund our distributions to our shareholders. On July 14, 2022, we announced that we reduced our quarterly cash distribution rate on our common shares to $0.01 per share and we expect our distributions to our common shareholders in 2022 will be, together with distributions we paid earlier in 2022, at least equal to the minimum amounts required for us to remain a REIT for federal income tax purposes.
On February 25, 2022, subsidiaries of our consolidated joint venture entered into a loan agreement with Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., or collectively, the Floating Rate Lenders, pursuant to which this joint venture obtained the Floating Rate Loan. Also on February 25, 2022, our consolidated joint venture entered into a guaranty in favor of the Floating Rate Lenders, pursuant to which this joint venture guaranteed certain limited recourse obligations of its subsidiaries with respect to the Floating Rate Loan. The Floating Rate Loan matures in March 2024, subject to three, one year extension options, and requires that interest be paid at an annual rate of SOFR plus a premium of 2.25%. Effective in March 2022, the Floating Rate Lenders exercised their option to increase the premium in connection with the securitization of the Floating Rate Loan, resulting in an increase of 51.5 basis points in the premium. As of June 30, 2022, the weighted average annual interest rate payable under our Floating Rate Loan was 4.04% and the weighted average interest rate for borrowings under the Floating Rate Loan was 3.61% and 3.38% for the three months ended June 30, 2022 and the period from February 25, 2022 to June 30, 2022, respectively.
Also on February 25, 2022, certain of our subsidiaries entered into a loan agreement with Citibank, N.A., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., or collectively, the Bridge Lenders, and a mezzanine loan agreement with an institutional lender, or the Bridge Mezz Lender, together pursuant to which we obtained the Bridge Loan. Also on February 25, 2022, we entered into a guaranty in favor of the Bridge Lenders and the Bridge Mezz Lender, pursuant to which we guaranteed certain limited recourse obligations of its subsidiaries with respect to the Bridge Loan. The Bridge Loan matures in February 2023 and requires that interest be paid at an annual rate of SOFR plus a premium of 1.75% under the loan agreement and a premium of 8.0% under the mezzanine loan agreement. As of June 30, 2022, the weighted average annual interest rate payable under our Bridge Loan was 4.20% and the weighted average annual interest rate for borrowings under the Bridge Loan was 5.29% and 5.23% for the three months ended June 30, 2022 and the period from February 25, 2022 to June 30, 2022, respectively.
Also on February 25, 2022, certain of our subsidiaries entered into a loan agreement with Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., or collectively, the Fixed Rate Lenders, and mezzanine loan agreements with Citigroup Global Markets Realty Corp., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Mortgage Capital Holdings LLC, or collectively the Fixed Mezz Lenders, pursuant to which we obtained the Fixed Rate Loan. Also on February 25, 2022, we entered into a guaranty in favor of the Fixed Rate Lenders and the Fixed Mezz Lenders, pursuant to which we guaranteed certain limited recourse obligations of our subsidiaries with respect to the Fixed Rate Loan. The Fixed Rate Loan matures in March 2032 and requires that interest be paid at a weighted average annual fixed rate of 4.42%.
We used the aggregate net proceeds from the Loans to fund the acquisition of MNR. Principal payments on the Loans are not required prior to the end of their respective initial terms, subject to certain conditions set forth in the applicable loan agreement. Subject to the satisfaction of certain stated conditions, we have the option under the applicable loan agreement: (1) to prepay up to $280,000 of the Floating Rate Loan after March 2023, at par with no premium, and to prepay the balance of the Floating Rate Loan at any time, subject to a premium; (2) to prepay the Bridge Loan, in full or in part at any time, subject to breakage costs; and (3) to prepay the Fixed Rate Loan in full or part at any time, subject to a premium, and beginning in September 2031, without a premium.
The agreements governing the Loans contain customary covenants and provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default.
In connection with the Merger, our consolidated joint venture in which we own a 61% equity interest assumed an aggregate $323,432 of former MNR mortgages secured by 11 properties which are owned by this joint venture. These amortizing mortgages require monthly payments of principal and interest until maturity. The value of these mortgages approximated their estimated fair value on the date of acquisition.
As of June 30, 2022, we have an aggregate principal amount of $4,451,429 of debt, including the Loans, scheduled to mature between 2022 and 2038.
Since committing to the acquisition of MNR, there have been unanticipated increases in interest rates and uncertainty in real estate market conditions. As a result, it is taking longer than originally expected to complete our long term financing plan for the MNR acquisition, which includes the repayment of the Bridge Loan with borrowings under a longer term financing arrangement and proceeds from property sales. In addition, we plan to sell additional equity interests in our consolidated joint venture, which would reduce our ownership percentage in that joint venture and raise additional proceeds to reduce our outstanding indebtedness. The current economic conditions have negatively impacted the real estate market and we may not be able to sell properties and/or additional equity interests in our joint venture as expected or at all.
In July 2022, our consolidated joint venture acquired a property located in Augusta, GA containing 226,000 rentable square feet for a purchase price of approximately $38,000, excluding acquisition related costs. This property is 100% leased to a single tenant with a remaining lease term of approximately 14.9 years. This property was a committed MNR acquisition at the time we acquired MNR and was purchased directly by our consolidated joint venture.
For further information regarding our investing and financing activities, including our acquisition of MNR, see Notes 2, 4, 5, 9 and 11 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Consolidated Joint Venture
Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 of the acquired MNR properties, including two then committed, but not yet then completed, property acquisitions. The investor acquired a 39% noncontrolling equity interest in the joint venture from us for $587,440, and we retained the remaining 61% equity interest in the joint venture. The joint venture assumed $323,432 aggregate principal amount of former MNR mortgages on certain of the properties. We account for this joint venture on a consolidated basis in our condensed consolidated financial statements.
We recognized a 39% noncontrolling interest in our condensed consolidated financial statements for the three months ending June 30, 2022. The portion of this joint venture's net loss not attributable to us, or $7,781 and $11,042 for the three and six months ended June 30, 2022, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income (loss). During the three and six months ended June 30, 2022, this joint venture made aggregate cash distributions of $1,365,000 to the other joint venture investor, which are reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets. We may seek to sell additional equity interests in this joint venture and use the proceeds to reduce our debt. See Notes 1, 2, 9 and 11 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding this joint venture.
Unconsolidated Joint Venture
As of June 30, 2022 and December 31, 2021, we also owned an interest in an unconsolidated joint venture. We account for our unconsolidated joint venture under the equity method of accounting under the fair value option.
We recorded a change in the fair value of our investment in our unconsolidated joint venture of $1,610 and $1,876 for the three months ended June 30, 2022 and 2021, respectively, and $3,337 and $4,457 for the six months ended June 30, 2022 and 2021, respectively, as equity in earnings of investees in our condensed consolidated statements of comprehensive income (loss). In addition, our unconsolidated joint venture made aggregate cash distributions of $1,322 and $660 during the three months ended June 30, 2022 and 2021, respectively, and $2,642 and $1,320, during the six months ended June 30, 2022 and 2021, respectively, to us.
For further information regarding this joint venture, see Notes 2, 5 and 11 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We expect to use payments we may receive from the other investors in our joint ventures in connection with any additional properties we may sell to our joint ventures, equity contributions from any third party investors in our joint ventures or any future joint ventures and net proceeds from offerings of equity or debt securities to fund any future property acquisitions, development or redevelopment efforts. We may also assume mortgage notes in connection with future acquisitions. When the maturities of our debt approach, we intend to explore refinancing alternatives. Such alternatives may include incurring term debt, obtaining financing secured by mortgages on properties we own, issuing new equity or debt securities, obtaining a
revolving credit facility, participating in joint ventures or selling properties. We currently have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but we cannot be sure that there will be purchasers for such securities. Further, any issuances of our equity securities may be dilutive to our existing shareholders. Although we cannot be sure that we will be successful in completing any particular type of financing, we believe that we will have access to financing, such as debt or equity offerings, to fund capital expenditures, future acquisitions, development, redevelopment and other activities and to pay our obligations.
The completion and the costs of any future financings will depend primarily upon our success in operating our business and upon market conditions. In particular, the feasibility and cost of any future debt financings will depend primarily on our then current credit qualities and on market conditions. We have no control over market conditions. Potential lenders in future debt transactions will evaluate our ability to fund required debt service and repay principal balances when they become due by reviewing our financial condition, results of operations, business practices and plans and our ability to maintain our earnings, to stagger our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. We intend to conduct our business activities in a manner which will afford us reasonable access to capital for investing and financing activities.
During the six months ended June 30, 2022, we paid quarterly cash distributions to our shareholders totaling $43,167 using existing cash balances. For more information regarding these distributions we paid in 2022, see Note 6 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
On July 14, 2022, we declared a quarterly distribution of $0.01 per common share, or approximately $650, to shareholders of record on July 25, 2022. We expect to pay this distribution to our shareholders on or about August 18, 2022 using cash balances. We reduced our quarterly dividend to enhance our liquidity until we complete our long term financing plan for the MNR acquisition and/or our leverage profile otherwise improves.
During the three and six months ended June 30, 2022 and 2021, amounts capitalized for tenant improvements, leasing costs, building improvements and development and redevelopment activities were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
Tenant improvements and leasing costs (1)
$
2,627
$
441
$
5,988
$
1,264
Building improvements (2)
376
560
486
792
Development, redevelopment and other activities (3)
7,077
104
7,371
104
$
10,080
$
1,105
$
13,845
$
2,160
(1)Tenant improvements and leasing costs include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and tenant inducements.
(2)Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.
(3)Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenues.
As of June 30, 2022, we had estimated unspent leasing related obligations of $27,998.
Debt Covenants (dollars in thousands)
Our principal debt obligations at June 30, 2022 were: (1) $1,385,158 outstanding principal amount of the Bridge Loan; (2) $1,400,000 outstanding principal amount of the Floating Rate Loan; (3) $700,000 outstanding principal amount of the Fixed Rate Loan; (4) $650,000 outstanding principal amount of a mortgage loan secured by 186 of our properties; and (5) $316,721 aggregate principal amount of mortgages secured by 11 properties owned by our consolidated joint venture in which we own a 61% equity interest. For further information regarding our indebtedness, see Note 4 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The agreements and related documents governing the Loans and the $650,000 mortgage loan contain customary covenants, provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default and, in the case of the $650,000 mortgage loan, also require us to maintain a minimum consolidated net worth of at least $250,000 and liquidity of at least $15,000. As of June 30, 2022, we believe that we were in compliance with all of the covenants and other terms under the agreements governing the Loans and the $650,000 mortgage loan.
Certain of the mortgages we assumed in conjunction with our acquisition of MNR are non-recourse, subject to certain limitations, and do not contain any material financial covenants. The agreements governing the Loans and the $650,000 mortgage loan contain certain exceptions to the general non-recourse provisions, including our obligation to indemnify the lenders for certain potential environmental losses.
Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc. and others related to them. For further information about these and other such relationships and related person transactions, see Notes 8 and 9 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2021 Annual Report, our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” of our 2021 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.
Critical Accounting Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.
A discussion of our critical accounting estimates is included in our 2021 Annual Report. There have been no significant changes in our critical accounting estimates since the year ended December 31, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk(dollars in thousands, except per share data)
We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates is materially unchanged since December 31, 2021. Other than as described below, we do not currently expect any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.
At June 30, 2022, our outstanding fixed rate debt consisted of the following mortgage notes:
Annual
Annual
Interest
Principal
Interest
Interest
Payments
Debt
Balance (1)
Rate (1)
Expense (1)
Maturity
Due
Mortgage notes (186 properties in Hawaii)
$
650,000
4.31
%
$
28,015
2029
Monthly
Mortgage notes (17 U.S. Mainland Properties )
700,000
4.42
%
30,919
2032
Monthly
Mortgage note (2)
13,329
3.67
%
489
2031
Monthly
Mortgage note (2)
27,025
3.10
%
838
2035
Monthly
Mortgage note (2)
15,191
3.56
%
541
2030
Monthly
Mortgage note (2)
44,771
4.13
%
1,849
2033
Monthly
Mortgage note (2)
14,739
4.14
%
610
2032
Monthly
Mortgage note (2)
32,078
4.02
%
1,290
2033
Monthly
Mortgage note (2)
5,150
3.77
%
194
2030
Monthly
Mortgage note (2)
5,445
3.85
%
210
2030
Monthly
Mortgage note (2)
43,395
2.95
%
1,280
2036
Monthly
Mortgage note (2)
47,203
4.27
%
2,016
2037
Monthly
Mortgage note (2)
53,357
3.25
%
1,734
2038
Monthly
Mortgage note (2)
14,588
3.76
%
549
2028
Monthly
$
1,666,271
$
70,534
(1)The principal balance, annual interest rate and annual interest expense are the amounts stated in the applicable contract. In accordance with GAAP, our carrying values and recorded interest expense may differ from these amounts because of market conditions at the time we assumed or issued this debt.
(2)Our consolidated joint venture, in which we have a 61% equity interest, assumed these former MNR mortgages, which are secured by 11 properties in aggregate.
Our $650,000 and $700,000 mortgage notes require interest only payments until maturity. The remaining fixed rate mortgage notes require amortizing payment of principal and interest until maturity. Because our mortgage notes require interest to be paid at a fixed rate, changes in market interest rates during the terms of these mortgage notes will not affect our interest obligations. If these mortgage notes are refinanced at an interest rate which is one percentage point higher or lower than shown above, our annual interest cost would increase or decrease by approximately $16,662.
Changes in market interest rates would affect the fair value of our fixed rate debt obligations. Increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. The U.S. Federal Reserve recently raised interest rates in an effort to combat inflation and may continue to do so. Based on the balance outstanding at June 30, 2022 and discounted cash flow analyses through the maturity date, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligation, a hypothetical immediate one percentage point change in the interest rates would change the fair value of this obligation by approximately $106,961.
At June 30, 2022, our outstanding floating rate debt consisted of the following:
Annual
Annual
Interest
Principal
Interest
Interest
Payments
Debt
Balance (1)
Rate (1)
Expense (1)
Maturity
Due
Bridge Loan - mortgage
$
1,125,982
3.03
%
$
34,117
2023
Monthly
Bridge Loan - mezzanine
259,176
9.28
%
24,052
2023
Monthly
Floating Rate Loan
1,400,000
4.05
%
56,700
2024
(2)
Monthly
2,785,158
$
114,869
(1)The principal balance, annual interest rate and annual interest expense are the amounts stated in the applicable contract. In accordance with GAAP, our carrying values and recorded interest expense may differ from these amounts because of market conditions at the time we assumed or issued this debt.
(2)The Floating Rate Loan matures in March 2024, subject to three, one year extension options.
At June 30, 2022, our aggregate floating rate debt was $2,785,158, consisting of the $1,400,000 outstanding principal amount of the Floating Rate Loan secured by 82 properties owned by our consolidated joint venture and the $1,385,158 outstanding principal amount of the Bridge Loan. The Bridge Loan matures on February 24, 2023 and requires that interest be paid at an annual rate of SOFR plus a premium of 1.75% under the loan agreement and a premium of 8.00% under the mezzanine loan agreement. The Floating Rate Loan matures on March 9, 2024, subject to three, one year extension options, and requires that interest be paid at an annual rate of SOFR plus a premium of 2.77% . In conjunction with these borrowings, to hedge our exposure to risks related to changes in SOFR rates, we purchased interest rate caps with a SOFR strike rate of 2.70% for the Bridge Loan and 3.40% for the Floating Rate Loan. However, we are vulnerable to changes in the U.S. dollar based short term rates, specifically SOFR.
In addition, upon renewal or refinancing of these obligations, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit risk. Generally, a change in interest rates would not affect the value of our floating rate debt but would affect our operating results. The following table presents the approximate impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at June 30, 2022:
Impact of an Increase in Interest Rates
Total Interest
Annual
Interest Rate
Outstanding
Expense
Earnings Per
Per Year
Debt
Per Year
Share Impact (1)
At June 30, 2022
4.12
%
$
2,785,158
$
114,799
$
1.76
One percentage point increase
5.12
%
$
2,785,158
$
142,651
$
2.19
(1)Based on the diluted weighted average common shares outstanding for the six months ended June 30, 2022.
The foregoing tables show the impact of an immediate one percentage point change in floating interest rates. If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts of any floating rate debt we may incur.
Item 4. Controls andProcedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This Quarterly Report on Form 10-Q contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Forward-looking statements in this Quarterly Report on Form 10-Q relate to various aspects of our business, including:
•Our tenants’ ability and willingness to pay their rent obligations to us,
•Our ability to complete our long term financing plan for the acquisition of MNR,
•The likelihood that our tenants will renew or extend their leases or that we will be able to obtain replacement tenants on terms as favorable to us as the terms of our existing leases,
•Changes in global supply chain conditions,
•Our belief that the industrial and logistics sector and many of our tenants are critical to sustaining a resilient supply chain and that our business will benefit as a result,
•Our acquisitions or sales of properties,
•Our ability to compete for tenancies and acquisitions effectively,
•The likelihood that our rents will increase when we renew or extend our leases, when we enter new leases, or when our rents reset at our Hawaii Properties,
•Our ability to pay distributions to our shareholders and to sustain the amount of such distributions,
•Our policies and plans regarding investments, financings and dispositions,
•Our ability to raise debt or equity capital,
•Our ability to pay interest on and principal of our debt or refinance such debt,
•Our ability to appropriately balance our use of debt and equity capital,
•Our ability to expand by selling additional equity interests in our existing, or enter into additional, real estate joint ventures or to attract co-venturers and benefit from our existing joint ventures or any real estate joint ventures we may enter into,
•Whether we may contribute additional properties to our joint ventures and receive proceeds from the other investors in our joint ventures in connection with any such contributions,
•The credit qualities of our tenants,
•Changes in the security of cash flows from our properties,
•Our expectations about our ability and the ability of the industrial and logistics properties real estate sector and our tenants to operate throughout the remainder of the COVID-19 pandemic and current economic conditions,
•Our ability to maintain sufficient liquidity, including for the remainder of the COVID-19 pandemic and any resulting economic impact,
•Our ability to prudently pursue, and successfully and profitably complete, expansion and renovation projects at our properties and to realize our expected returns on those projects,
•Our expectation that we benefit from our relationships with RMR,
•Our qualification for taxation as a REIT under the IRC,
•Changes in environmental laws or in their interpretations or enforcement as a result of climate change or otherwise, or our incurring environmental remediation costs or other liabilities,
•The development, redevelopment or repositioning of our properties, and
•Other matters.
Our actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. Risks, uncertainties and other factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, cash flows, liquidity and prospects include, but are not limited to:
•The impact of economic conditions, including increasing interest rates, inflation and a possible recession, and the capital markets on us and our tenants,
•Competition within the real estate industry, particularly for industrial and logistics properties in those markets in which our properties are located,
•Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
•Limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes,
•Actual and potential conflicts of interest with our related parties, including our managing trustees, RMR and others affiliated with them, and
•Acts of terrorism, outbreaks of pandemics, war or other hostilities, further material or prolonged disruption to supply chains, or other manmade or natural disasters beyond our control.
For example:
•On July 14, 2022, we reduced our quarterly distribution rate to $0.01 per common share to enhance our liquidity. Our distribution rate may be set and reset from time to time by our Board of Trustees. Our Board of Trustees considers many factors when setting our distributions to shareholders, including FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, requirements to maintain our qualification for taxation as a REIT, limitations in the agreements governing our debt, the availability to us of debt and equity capital, our dividend yield and our dividend yield compared to the dividend yields of other industrial REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations and other factors deemed relevant by our Board of Trustees in its discretion. Future distributions may remain at this level for an indefinite period or be eliminated. Further, in order to preserve liquidity, we may elect to pay distributions to our shareholders in part in a form other than cash, such as issuing additional common shares of ours to our shareholders, as permitted by the applicable tax rules,
•If interest rates continue to increase and general real estate market conditions further deteriorate, the actions taken by us may not provide sufficient liquidity and our long term financing plan for the MNR acquisition may be further delayed, cost more than expected or never be completed. Further, unanticipated events may require us to expend amounts not currently planned. As a result, we may not be successful in enhancing our liquidity and reducing our leverage as expected,
•We may not resume paying regular quarterly dividends on our common shares at or close to historical levels as or when expected, and the reduction of our quarterly dividend on our common shares may extend for an indefinite period. Moreover, capital market conditions may not improve or our own financial circumstances may change so that we become unable or unwilling to increase our quarterly dividends on our common shares. Also, the distribution rate on our common shares may be changed because of changes in our earnings, liquidity, financial leverage or other circumstances,
•Our ability to make future distributions to our shareholders and to make payments of principal and interest on our indebtedness depends upon a number of factors, including our receipt of rent from our tenants, future earnings, the capital costs we incur to lease our properties and our working capital requirements. We may be unable to pay our
debt obligations or to maintain our current rate of distributions on our common shares and future distributions may be reduced or eliminated,
•Actual costs under our floating rate debt will be higher than the stated rate plus a premium because of fees and expenses associated with the applicable facility,
•We may incur additional debt. Additional debt leverage may limit our ability to make acquisitions, pay distributions and pursue other opportunities we may deem desirable. Further, increased leverage may increase our cost of capital,
•We may not be able to obtain replacement financing on desirable terms or otherwise when our debts mature,
•Our ability to grow our business and increase our distributions depends in large part upon our ability to acquire properties and lease them for rents, less their property operating costs, that exceed our capital costs. We may be unable to further grow our business by acquiring additional properties. We may be unable to identify properties that we want to acquire, and we may fail to reach agreement with the sellers and complete the purchases of any properties we do want to acquire. In addition, we might encounter unanticipated difficulties and expenditures relating to the properties we acquired in the MNR acquisition or other properties we may acquire in the future, and these properties may not provide us with rents less property operating costs that exceed our capital costs or achieve our expected returns,
•Contingencies in our acquisition and sale agreements may not be satisfied and any expected acquisitions and sales may not occur, may be delayed or the terms of such transactions may change,
•The sales of the former MNR properties we anticipated to sell have been delayed due to current market conditions and such sales may not occur, may be further delayed or may be at prices lower than the carrying values,
•We may experience declining rents or incur significant costs when we renew our leases with current tenants or lease our properties to new tenants or when our rents reset at our properties in Hawaii,
•Leasing for some of our properties depends on a single tenant and we may be adversely affected by the bankruptcy, insolvency, downturn of business or lease termination of a single tenant at these properties,
•Economic conditions in areas where our properties are located may decline in the future. Such circumstances or other conditions may reduce demand for leasing industrial space. If the demand for leasing industrial space is reduced, we may be unable to renew leases with our tenants as leases expire or enter new leases at rental rates as high as expiring rents and our financial results may decline,
•E-commerce retail sales may not continue to grow and increase the demand for industrial and logistics real estate as we expect,
•Increasing development of industrial and logistics properties may reduce the demand for, and rents from, our properties,
•We may not achieve or sustain our targeted capitalization rates for properties we acquire and we may incur losses with respect to those acquisitions,
•Our belief that there is a likelihood that tenants may renew or extend our leases prior to their expirations whenever they have made significant investments in the leased properties, or because those properties may be of strategic importance to them, may not be realized,
•Some of our tenants may not renew expiring leases, and we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties, and we may need to make significant expenditures to lease our properties,
•We may not be able to maintain good relations with, and continue to be responsive to the needs of, our significant and other tenants,
•The competitive advantages we believe we have may not in fact exist or provide us with the advantages we expect. We may fail to maintain any of these advantages or our competition may obtain or increase their competitive advantages relative to us,
•We intend to conduct our business activities in a manner that will afford us reasonable access to capital for investing and financing activities. However, we may not succeed in this regard and we may not have reasonable access to capital,
•Any existing or possible development, redevelopment or repositioning of our properties may not be successful and may cost more or take longer to complete than we currently expect or than we expected when the project commenced. In addition, we may not realize the returns we expect from these projects and we may incur losses from these projects,
•It is difficult to accurately estimate leasing related obligations and costs of development and tenant improvement costs. Our leasing related obligations, development projects and tenant improvements may cost more and may take longer to complete than we currently expect or than we expected when the project commenced, and we may incur increasing amounts for these and similar purposes in the future,
•Our existing, and any future, derivative contracts we are party to or may enter into may not have the intended or desired beneficial impact, and may expose us to additional risks such as counterparty credit risk and may involve additional costs,
•We may spend more for capital expenditures than we currently expect and we expect to spend more than we have in the past,
•Our existing joint ventures and any additional joint ventures we may enter into in the future may not be successful, and we may not be able to sell any additional equity interests in our existing joint ventures at expected prices or at all,
•The business and property management agreements between us and RMR have continuing 20 year terms. However, those agreements permit early termination in certain circumstances. Accordingly, we cannot be sure that these agreements will remain in effect for continuing 20 year terms,
•We expect that we will benefit from RMR’s Environmental, Social and Governance, or ESG, program and initiatives. However, we may incur extensive costs and may not realize the benefits we expect from such program and initiatives and we or RMR may not succeed in meeting existing or future standards, or investors’ expectations, regarding ESG, and
•We believe that our relationships with our related parties, including RMR, RMR Inc. and others affiliated with them may benefit us and provide us with competitive advantages in operating and growing our business. However, the advantages we believe we may realize from these relationships may not materialize.
Currently unexpected results could occur due to many different circumstances, some of which are beyond our control, such as acts of terrorism, war or other hostilities, pandemics, natural disasters, climate change and climate related events, changes in our tenants’ financial conditions, the market demand for leased space, economic conditions, including interest rates, high inflation and a possible recession or other changes in capital markets or the economy generally.
The information contained elsewhere in this Quarterly Report on Form 10-Q and in our 2021 Annual Report or in our other filings with the SEC, including under the caption “Risk Factors”, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon our forward-looking statements.
Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Statement Concerning Limited Liability
The Amended and Restated Declaration of Trust establishing Industrial Logistics Properties Trust, dated January 11, 2018, as amended, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Industrial Logistics Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Industrial Logistics Properties Trust. All persons dealing with Industrial Logistics Properties Trust in any way shall look only to the assets of Industrial Logistics Properties Trust for the payment of any sum or the performance of any obligation.
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
