Maryland | 82-2809631 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts | 02458-1634 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ý | Smaller reporting company ☐ | |
(Do not check if a smaller reporting company) | ||
Emerging growth company ý |
Page | ||
June 30, | December 31, | |||||||
2018 | 2017 | |||||||
ASSETS | ||||||||
Real estate properties: | ||||||||
Land | $ | 657,931 | $ | 642,706 | ||||
Buildings and improvements | 729,823 | 700,896 | ||||||
1,387,754 | 1,343,602 | |||||||
Accumulated depreciation | (83,581 | ) | (74,614 | ) | ||||
1,304,173 | 1,268,988 | |||||||
Acquired real estate leases, net | 73,848 | 79,103 | ||||||
Cash and cash equivalents | 15,565 | — | ||||||
Rents receivable, including straight line rents of $52,409 and $50,177, respectively, net of allowance for doubtful accounts of $766 and $1,241, respectively | 54,069 | 51,672 | ||||||
Debt issuance costs, net | 5,169 | 1,724 | ||||||
Deferred leasing costs, net | 5,190 | 5,254 | ||||||
Due from related persons | 2,955 | — | ||||||
Other assets, net | 381 | 4,942 | ||||||
Total assets | $ | 1,461,350 | $ | 1,411,683 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Revolving credit facility | $ | 335,000 | $ | 750,000 | ||||
Mortgage note payable, net | 49,311 | 49,427 | ||||||
Assumed real estate lease obligations, net | 19,339 | 20,384 | ||||||
Accounts payable and other liabilities | 10,250 | 11,082 | ||||||
Rents collected in advance | 5,852 | 5,794 | ||||||
Security deposits | 5,802 | 5,674 | ||||||
Due to related persons | 1,479 | 7,114 | ||||||
Total liabilities | 427,033 | 849,475 | ||||||
Commitments and contingencies | ||||||||
Shareholders' equity: | ||||||||
Common shares of beneficial interest, $.01 par value: 100,000,000 shares authorized; 65,020,000 and 45,000,000 shares issued and outstanding, respectively | 650 | 450 | ||||||
Additional paid in capital | 997,991 | 546,489 | ||||||
Cumulative net income | 53,227 | 15,269 | ||||||
Cumulative common distributions | (17,551 | ) | — | |||||
Total shareholders' equity | 1,034,317 | 562,208 | ||||||
Total liabilities and shareholders' equity | $ | 1,461,350 | $ | 1,411,683 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
REVENUES: | ||||||||||||||||
Rental income | $ | 33,880 | $ | 33,427 | $ | 68,689 | $ | 67,297 | ||||||||
Tenant reimbursements and other income | 5,540 | 5,178 | 11,336 | 10,748 | ||||||||||||
Total revenues | 39,420 | 38,605 | 80,025 | 78,045 | ||||||||||||
EXPENSES: | ||||||||||||||||
Real estate taxes | 4,582 | 4,339 | 9,167 | 8,678 | ||||||||||||
Other operating expenses | 2,824 | 2,701 | 6,369 | 5,433 | ||||||||||||
Depreciation and amortization | 6,890 | 6,855 | 13,763 | 13,666 | ||||||||||||
General and administrative | 2,888 | 2,564 | 5,462 | 7,200 | ||||||||||||
Total expenses | 17,184 | 16,459 | 34,761 | 34,977 | ||||||||||||
Operating income | 22,236 | 22,146 | 45,264 | 43,068 | ||||||||||||
Interest income | 50 | — | 63 | — | ||||||||||||
Interest expense (including net amortization of debt issuance costs and premiums of $311, ($75), $622 and ($148), respectively) | (3,552 | ) | (560 | ) | (7,354 | ) | (1,115 | ) | ||||||||
Income before income tax expense | 18,734 | 21,586 | 37,973 | 41,953 | ||||||||||||
Income tax expense | (8 | ) | (11 | ) | (15 | ) | (22 | ) | ||||||||
Net income | $ | 18,726 | $ | 21,575 | $ | 37,958 | $ | 41,931 | ||||||||
Weighted average common shares outstanding - basic and diluted | 65,011 | 45,000 | 63,238 | 45,000 | ||||||||||||
Net income per common share—basic and diluted | $ | 0.29 | $ | 0.48 | $ | 0.60 | $ | 0.93 |
Six Months Ended June 30, | ||||||||
2018 | 2017 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 37,958 | $ | 41,931 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation | 8,967 | 8,877 | ||||||
Net amortization of debt issuance costs and premiums | 622 | (148 | ) | |||||
Amortization of acquired real estate leases and assumed real estate lease obligations | 4,210 | 4,220 | ||||||
Amortization of deferred leasing costs | 393 | 387 | ||||||
Provision for losses on rents receivable | 507 | 164 | ||||||
Straight line rental income | (2,232 | ) | (2,945 | ) | ||||
Other non-cash expenses | 418 | — | ||||||
Change in assets and liabilities: | ||||||||
Rents receivable | (672 | ) | 2,654 | |||||
Deferred leasing costs | (318 | ) | (352 | ) | ||||
Due from related persons | (2,955 | ) | — | |||||
Other assets | 4,561 | 437 | ||||||
Accounts payable and other liabilities | (208 | ) | (587 | ) | ||||
Rents collected in advance | 58 | (1,744 | ) | |||||
Security deposits | 128 | 15 | ||||||
Due to related persons | (5,635 | ) | — | |||||
Net cash provided by operating activities | 45,802 | 52,909 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Real estate acquisitions | (43,326 | ) | (281 | ) | ||||
Real estate improvements | (1,461 | ) | (2,885 | ) | ||||
Net cash used in investing activities | (44,787 | ) | (3,166 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from issuance of common shares, net | 444,309 | — | ||||||
Borrowings under revolving credit facility | 55,000 | — | ||||||
Repayments of revolving credit facility | (470,000 | ) | — | |||||
Repayment of mortgage notes payable | — | (16 | ) | |||||
Payment of debt issuance costs | (4,183 | ) | — | |||||
Distributions to common shareholders | (17,551 | ) | — | |||||
Contributions | 16,162 | 27,317 | ||||||
Distributions | (9,187 | ) | (77,044 | ) | ||||
Net cash provided by (used in) financing activities | 14,550 | (49,743 | ) | |||||
Increase in cash and cash equivalents | 15,565 | — | ||||||
Cash and cash equivalents at beginning of period | — | — | ||||||
Cash and cash equivalents at end of period | $ | 15,565 | $ | — | ||||
SUPPLEMENTAL DISCLOSURES: | ||||||||
Interest paid | $ | 6,703 | $ | 1,270 |
Rentable | |||||||||||||||||||
Number of | Square | Purchase | Building and | ||||||||||||||||
Date | Location | Properties | Feet | Price | Land | Improvements | |||||||||||||
June 27, 2018 | Doral, FL | 1 | 240,283 | $ | 43,326 | $ | 15,225 | $ | 28,101 |
At June 30, 2018 | At December 31, 2017 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Value (1) | Fair Value | Value (1) | Fair Value | |||||||||||||
Mortgage note payable | $ | 49,311 | $ | 48,641 | $ | 49,427 | $ | 48,919 |
(1) | Includes unamortized premiums of $561 and $677 as of June 30, 2018 and December 31, 2017, respectively. |
All Properties | Comparable Properties (1) | |||||||||||
As of June 30, | As of June 30, | |||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||
Total properties | 267 | 266 | 266 | 266 | ||||||||
Total rentable square feet (2) | 28,780 | 28,505 | 28,540 | (4) | 28,505 | |||||||
Percent leased (3) | 99.1 | % | 99.6 | % | 99.1 | % | 99.6 | % |
(1) | Consists of properties that we owned (including for the period SIR owned our properties prior to our IPO) continuously since January 1, 2017. |
(2) | Subject to modest adjustments when space is re-measured or re-configured 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, 2018, if any, and (ii) space which is leased but is not occupied or is being offered for sublease by tenants, if any. |
(4) | Includes a 35 rentable square foot expansion for a lease that commenced on September 1, 2017. |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Average effective rental rates per square foot leased (1) | ||||||||||||||||
All properties | $ | 5.58 | $ | 5.44 | $ | 5.65 | $ | 5.51 | ||||||||
Comparable properties (2) | $ | 5.57 | $ | 5.44 | $ | 5.65 | $ | 5.51 |
(1) | Average effective rental rates per square foot leased represents annualized total revenues during the period specified divided by the average rentable square feet leased during the period specified. |
(2) | Comparable properties for the three months ended June 30, 2018 and 2017 consist of 266 buildings, leasable land parcels and easements that we owned (including for the period that SIR owned our properties prior to our IPO) continuously since April 1, 2017. Comparable properties for the six months ended June 30, 2018 and 2017 consist of 266 buildings, leasable land parcels and easements that we owned (including for the period that SIR owned our properties prior to our IPO) continuously since January 1, 2017. |
% of Total | Cumulative | |||||||||||||||||||||
% of Total | Cumulative % | Annualized | Annualized | % of Total | ||||||||||||||||||
Rented | Rented | of Total Rented | 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 | |||||||||||||||
7/1/2018 - 12/31/2018 | 6 | 17 | 0.1 | % | 0.1 | % | $ | 332 | 0.2 | % | 0.2 | % | ||||||||||
2019 | 16 | 1,485 | 5.2 | % | 5.3 | % | 4,264 | 2.7 | % | 2.9 | % | |||||||||||
2020 | 18 | 801 | 2.8 | % | 8.1 | % | 4,221 | 2.7 | % | 5.6 | % | |||||||||||
2021 | 22 | 1,198 | 4.2 | % | 12.3 | % | 7,296 | 4.6 | % | 10.2 | % | |||||||||||
2022 | 63 | 2,762 | 9.7 | % | 22.0 | % | 20,823 | 13.1 | % | 23.3 | % | |||||||||||
2023 | 22 | 1,559 | 5.5 | % | 27.5 | % | 11,944 | 7.5 | % | 30.8 | % | |||||||||||
2024 | 12 | 4,750 | 16.7 | % | 44.2 | % | 15,698 | 9.9 | % | 40.7 | % | |||||||||||
2025 | 8 | 619 | 2.2 | % | 46.4 | % | 3,115 | 2.0 | % | 42.7 | % | |||||||||||
2026 | 3 | 637 | 2.2 | % | 48.6 | % | 3,472 | 2.2 | % | 44.9 | % | |||||||||||
2027 | 12 | 4,887 | 17.1 | % | 65.7 | % | 23,831 | 15.0 | % | 59.9 | % | |||||||||||
Thereafter | 85 | 9,801 | 34.3 | % | 100.0 | % | 64,081 | 40.1 | % | 100.0 | % | |||||||||||
Total | 267 | 28,516 | 100.0 | % | $ | 159,077 | 100.0 | % | ||||||||||||||
Weighted average remaining lease term (in years): | 10.2 | 11.1 |
(1) | Rented square feet is pursuant to existing leases as of June 30, 2018, 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. |
% of Total | ||||||||||||
Rented | % of Total | Annualized Rental | ||||||||||
Tenant | Property Type | Sq. Ft. (1) | Rented Sq. Ft. (1) | Revenues | ||||||||
1. | Amazon.com.dedc, LLC / Amazon.com.kydc LLC | Mainland Industrial | 3,048 | 10.7 | % | 10.0 | % | |||||
2. | Restoration Hardware, Inc. | Mainland Industrial | 1,195 | 4.2 | % | 3.7 | % | |||||
3. | Federal Express Corporation / FedEx Ground Package System, Inc. | Mainland Industrial | 674 | 2.4 | % | 3.6 | % | |||||
4. | American Tire Distributors, Inc. | Mainland Industrial | 722 | 2.5 | % | 3.2 | % | |||||
5. | Par Hawaii Refining, LLC | Hawaii Land and Easement | 3,148 | 11.0 | % | 2.7 | % | |||||
6. | Servco Pacific Inc. | Hawaii Land and Easement | 537 | 1.9 | % | 2.2 | % | |||||
7. | Shurtech Brands, LLC | Mainland Industrial | 645 | 2.3 | % | 2.2 | % | |||||
8. | BJ's Wholesale Club, Inc. | Mainland Industrial | 634 | 2.2 | % | 2.1 | % | |||||
9. | Safeway Inc. | Hawaii Land and Easement | 146 | 0.5 | % | 2.1 | % | |||||
10. | Exel Inc. | Mainland Industrial | 945 | 3.3 | % | 1.9 | % | |||||
11. | Trex Company, Inc. | Mainland Industrial | 646 | 2.3 | % | 1.8 | % | |||||
12. | Avnet, Inc. | Mainland Industrial | 581 | 2.0 | % | 1.8 | % | |||||
13. | Manheim Remarketing, Inc. | Hawaii Land and Easement | 338 | 1.2 | % | 1.7 | % | |||||
14. | Warehouse Rentals Inc. | Hawaii Land and Easement | 278 | 1.0 | % | 1.6 | % | |||||
15. | Coca-Cola Bottling of Hawaii, LLC | Hawaii Land and Easement | 351 | 1.2 | % | 1.5 | % | |||||
16. | A.L. Kilgo Company, Inc. | Hawaii Land and Easement | 310 | 1.1 | % | 1.5 | % | |||||
17. | Hellmann Worldwide Logistics, Inc. | Mainland Industrial | 240 | 0.8 | % | 1.4 | % | |||||
18. | The Net-A-Porter Group LLC | Mainland Industrial | 167 | 0.6 | % | 1.4 | % | |||||
19. | General Mills Operations, LLC | Mainland Industrial | 158 | 0.6 | % | 1.4 | % | |||||
20. | Honolulu Warehouse Co., Ltd. | Hawaii Land and Easement | 298 | 1.0 | % | 1.3 | % | |||||
21. | AES Hawaii, Inc. | Hawaii Land and Easement | 1,242 | 4.4 | % | 1.1 | % | |||||
22. | Bradley Shopping Center Company | Hawaii Land and Easement | 334 | 1.2 | % | 1.1 | % | |||||
23. | Kaiser Foundation Health Plan, Inc. | Hawaii Land and Easement | 217 | 0.8 | % | 1.1 | % | |||||
24. | The Toro Company | Mainland Industrial | 450 | 1.6 | % | 1.1 | % | |||||
Total | 17,304 | 60.8 | % | 53.5 | % |
(1) | Rented square feet is pursuant to existing leases as of June 30, 2018, 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. |
Annualized | ||||
Rental Revenues as of | ||||
June 30, 2018 | ||||
Scheduled to Reset | ||||
7/1/2018 - 12/31/2018 | $ | 237 | ||
2019 | 10,637 | |||
2020 | 2,500 | |||
2021 | 2,435 | |||
2022 | 3,972 | |||
2023 and thereafter | 13,316 | |||
Total | $ | 33,097 |
Comparable Properties Results (1) | Acquired Property Results (2) | Consolidated Results | |||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||
$ | % | $ | $ | % | |||||||||||||||||||||||||||||||||||||
2018 | 2017 | Change | Change | 2018 | 2017 | Change | 2018 | 2017 | Change | Change | |||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 33,855 | $ | 33,427 | $ | 428 | 1.3 | % | $ | 25 | $ | — | $ | 25 | $ | 33,880 | $ | 33,427 | $ | 453 | 1.4 | % | |||||||||||||||||||
Tenant reimbursements and other income | 5,540 | 5,178 | 362 | 7.0 | % | — | — | — | 5,540 | 5,178 | 362 | 7.0 | % | ||||||||||||||||||||||||||||
Total revenues | 39,395 | 38,605 | 790 | 2.0 | % | 25 | — | 25 | 39,420 | 38,605 | 815 | 2.1 | % | ||||||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||||||||||
Real estate taxes | 4,582 | 4,339 | 243 | 5.6 | % | — | — | — | 4,582 | 4,339 | 243 | 5.6 | % | ||||||||||||||||||||||||||||
Other operating expenses | 2,822 | 2,701 | 121 | 4.5 | % | 2 | — | 2 | 2,824 | 2,701 | 123 | 4.6 | % | ||||||||||||||||||||||||||||
Total operating expenses | 7,404 | 7,040 | 364 | 5.2 | % | 2 | — | 2 | 7,406 | 7,040 | 366 | 5.2 | % | ||||||||||||||||||||||||||||
Net operating income (3) | $ | 31,991 | $ | 31,565 | $ | 426 | 1.3 | % | $ | 23 | $ | — | $ | 23 | 32,014 | 31,565 | 449 | 1.4 | % | ||||||||||||||||||||||
Other expenses: | |||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 6,890 | 6,855 | 35 | 0.5 | % | ||||||||||||||||||||||||||||||||||||
General and administrative | 2,888 | 2,564 | 324 | 12.6 | % | ||||||||||||||||||||||||||||||||||||
Total other expenses | 9,778 | 9,419 | 359 | 3.8 | % | ||||||||||||||||||||||||||||||||||||
Operating income | 22,236 | 22,146 | 90 | 0.4 | % | ||||||||||||||||||||||||||||||||||||
Interest income | 50 | — | 50 | N/M | |||||||||||||||||||||||||||||||||||||
Interest expense | (3,552 | ) | (560 | ) | (2,992 | ) | 534.3 | % | |||||||||||||||||||||||||||||||||
Income before income tax expense | 18,734 | 21,586 | (2,852 | ) | (13.2 | )% | |||||||||||||||||||||||||||||||||||
Income tax expense | (8 | ) | (11 | ) | 3 | (27.3 | )% | ||||||||||||||||||||||||||||||||||
Net income | $ | 18,726 | $ | 21,575 | $ | (2,849 | ) | (13.2 | )% | ||||||||||||||||||||||||||||||||
Weighted average common shares outstanding - basic and diluted | 65,011 | 45,000 | 20,011 | 44.5 | % | ||||||||||||||||||||||||||||||||||||
Net income per common share - basic and diluted | $ | 0.29 | $ | 0.48 | $ | (0.19 | ) | (39.6 | )% | ||||||||||||||||||||||||||||||||
Reconciliation of Net Income to Net Operating Income (3): | |||||||||||||||||||||||||||||||||||||||||
Net income | $ | 18,726 | $ | 21,575 | |||||||||||||||||||||||||||||||||||||
Income tax expense | 8 | 11 | |||||||||||||||||||||||||||||||||||||||
Income before income tax expense | 18,734 | 21,586 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 3,552 | 560 | |||||||||||||||||||||||||||||||||||||||
Interest income | (50 | ) | — | ||||||||||||||||||||||||||||||||||||||
Operating income | 22,236 | 22,146 | |||||||||||||||||||||||||||||||||||||||
General and administrative | 2,888 | 2,564 | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 6,890 | 6,855 | |||||||||||||||||||||||||||||||||||||||
Net operating income | $ | 32,014 | $ | 31,565 | |||||||||||||||||||||||||||||||||||||
Net Operating Income (3): | |||||||||||||||||||||||||||||||||||||||||
Hawaii Properties | $ | 18,160 | $ | 18,095 | |||||||||||||||||||||||||||||||||||||
Mainland Properties | 13,854 | 13,470 | |||||||||||||||||||||||||||||||||||||||
Net operating income | $ | 32,014 | $ | 31,565 | |||||||||||||||||||||||||||||||||||||
Reconciliation of Net Income to Funds From Operations and Normalized Funds From Operations (4): | |||||||||||||||||||||||||||||||||||||||||
Net income | $ | 18,726 | $ | 21,575 | |||||||||||||||||||||||||||||||||||||
Plus: depreciation and amortization | 6,890 | 6,855 | |||||||||||||||||||||||||||||||||||||||
FFO | 25,616 | 28,430 | |||||||||||||||||||||||||||||||||||||||
Plus: estimated business management incentive fees (5) | — | 281 | |||||||||||||||||||||||||||||||||||||||
Normalized FFO | $ | 25,616 | $ | 28,711 | |||||||||||||||||||||||||||||||||||||
FFO per common share - basic and diluted | $ | 0.39 | $ | 0.63 | |||||||||||||||||||||||||||||||||||||
Normalized FFO per common share - basic and diluted | $ | 0.39 | $ | 0.64 |
(1) | Consists of 266 buildings, leasable land parcels and easements that we owned (including for the period that SIR owned our properties prior to our IPO) continuously since April 1, 2017. |
(2) | Consists of one property that we acquired in June 2018. |
(3) | The calculation of net operating income, or NOI, excludes certain components of net income in order to provide results that are more closely related to our property level results of operations. We calculate NOI as shown above. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization. We consider NOI to be an appropriate supplemental measure to net income because it may help both investors and management to understand the operations of our properties. We use NOI to evaluate individual and company wide property level performance, and we believe that NOI provides useful information to investors regarding our results of operations because it reflects only those income and expense items that are generated and incurred at the property level and may facilitate comparisons of our operating performance between periods and with other REITs. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income or operating income as an indicator of our operating performance or as a measure of our liquidity. This measure should be considered in conjunction with net income and operating income as presented in our condensed consolidated statements of comprehensive income. Other real estate companies and REITs may calculate NOI differently than we do. |
(4) | We calculate funds from operations, or FFO, and normalized funds from operations, or Normalized FFO, as shown above. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is net income, calculated in accordance with GAAP, plus real estate depreciation and amortization, as well as certain other adjustments currently not applicable to us. Our calculation of Normalized FFO differs from Nareit’s definition of FFO because we include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. We consider FFO and Normalized FFO to be appropriate supplemental measures of operating performance for a REIT, along with net income and operating income. We believe that FFO and Normalized FFO provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO and Normalized FFO may facilitate a comparison of our operating performance between periods and with other REITs. FFO and Normalized FFO 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 qualify for taxation as a REIT, limitations in our credit agreement, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. FFO and Normalized FFO do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income or operating income as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income and operating income as presented in our condensed consolidated statements of comprehensive income. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. |
(5) | Incentive fees under our and SIR's business management agreements with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined in the respective agreements, and are included in general and administrative expense in our condensed consolidated statements of income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income, we do not include such expense in the calculation of Normalized FFO until the fourth quarter, when the amount of the business management incentive fee expense for the calendar year, if any, is determined. Normalized FFO for the three months ended June 30, 2017 exclude $281, which represents the portion of SIR's estimated business management incentive fee allocated to us for the period during which we were SIR's wholly owned subsidiary. |
Comparable Properties Results (1) | Acquired Property Results (2) | Consolidated Results | |||||||||||||||||||||||||||||||||||||||
Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||
$ | % | $ | $ | % | |||||||||||||||||||||||||||||||||||||
2018 | 2017 | Change | Change | 2018 | 2017 | Change | 2018 | 2017 | Change | Change | |||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||||||||
Rental income | $ | 68,664 | $ | 67,297 | $ | 1,367 | 2.0 | % | $ | 25 | $ | — | $ | 25 | $ | 68,689 | $ | 67,297 | $ | 1,392 | 2.1 | % | |||||||||||||||||||
Tenant reimbursements and other income | 11,336 | 10,748 | 588 | 5.5 | % | — | — | — | 11,336 | 10,748 | 588 | 5.5 | % | ||||||||||||||||||||||||||||
Total revenues | 80,000 | 78,045 | 1,955 | 2.5 | % | 25 | — | 25 | 80,025 | 78,045 | 1,980 | 2.5 | % | ||||||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||||||||||
Real estate taxes | 9,167 | 8,678 | 489 | 5.6 | % | — | — | — | 9,167 | 8,678 | 489 | 5.6 | % | ||||||||||||||||||||||||||||
Other operating expenses | 6,367 | 5,433 | 934 | 17.2 | % | 2 | — | 2 | 6,369 | 5,433 | 936 | 17.2 | % | ||||||||||||||||||||||||||||
Total operating expenses | 15,534 | 14,111 | 1,423 | 10.1 | % | 2 | — | 2 | 15,536 | 14,111 | 1,425 | 10.1 | % | ||||||||||||||||||||||||||||
NOI (3) | $ | 64,466 | $ | 63,934 | $ | 532 | 0.8 | % | $ | 23 | $ | — | $ | 23 | 64,489 | 63,934 | 555 | 0.9 | % | ||||||||||||||||||||||
Other expenses: | |||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 13,763 | 13,666 | 97 | 0.7 | % | ||||||||||||||||||||||||||||||||||||
General and administrative | 5,462 | 7,200 | (1,738 | ) | (24.1 | )% | |||||||||||||||||||||||||||||||||||
Total other expenses | 19,225 | 20,866 | (1,641 | ) | (7.9 | )% | |||||||||||||||||||||||||||||||||||
Operating income | 45,264 | 43,068 | 2,196 | 5.1 | % | ||||||||||||||||||||||||||||||||||||
Interest income | 63 | — | 63 | N/M | |||||||||||||||||||||||||||||||||||||
Interest expense | (7,354 | ) | (1,115 | ) | (6,239 | ) | 559.6 | % | |||||||||||||||||||||||||||||||||
Income before income tax expense | 37,973 | 41,953 | (3,980 | ) | (9.5 | )% | |||||||||||||||||||||||||||||||||||
Income tax expense | (15 | ) | (22 | ) | 7 | (31.8 | )% | ||||||||||||||||||||||||||||||||||
Net income | $ | 37,958 | $ | 41,931 | $ | (3,973 | ) | (9.5 | )% | ||||||||||||||||||||||||||||||||
Weighted average common shares outstanding - basic and diluted | 63,238 | 45,000 | 18,238 | 40.5 | % | ||||||||||||||||||||||||||||||||||||
Net income per common share - basic and diluted | $ | 0.60 | $ | 0.93 | $ | (0.33 | ) | (35.5 | )% | ||||||||||||||||||||||||||||||||
Reconciliation of Net Income to NOI (3): | |||||||||||||||||||||||||||||||||||||||||
Net income | $ | 37,958 | $ | 41,931 | |||||||||||||||||||||||||||||||||||||
Income tax expense | 15 | 22 | |||||||||||||||||||||||||||||||||||||||
Income before income tax expense | 37,973 | 41,953 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 7,354 | 1,115 | |||||||||||||||||||||||||||||||||||||||
Interest income | (63 | ) | — | ||||||||||||||||||||||||||||||||||||||
Operating income | 45,264 | 43,068 | |||||||||||||||||||||||||||||||||||||||
General and administrative | 5,462 | 7,200 | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 13,763 | 13,666 | |||||||||||||||||||||||||||||||||||||||
NOI | $ | 64,489 | $ | 63,934 | |||||||||||||||||||||||||||||||||||||
NOI (3): | |||||||||||||||||||||||||||||||||||||||||
Hawaii Properties | $ | 37,082 | $ | 36,663 | |||||||||||||||||||||||||||||||||||||
Mainland Properties | 27,407 | 27,271 | |||||||||||||||||||||||||||||||||||||||
NOI | $ | 64,489 | $ | 63,934 | |||||||||||||||||||||||||||||||||||||
Reconciliation of Net Income to FFO and Normalized FFO (4): | |||||||||||||||||||||||||||||||||||||||||
Net income | $ | 37,958 | $ | 41,931 | |||||||||||||||||||||||||||||||||||||
Plus: depreciation and amortization | 13,763 | 13,666 | |||||||||||||||||||||||||||||||||||||||
FFO | 51,721 | 55,597 | |||||||||||||||||||||||||||||||||||||||
Plus: estimated business management incentive fees (5) | — | 2,690 | |||||||||||||||||||||||||||||||||||||||
Normalized FFO | $ | 51,721 | $ | 58,287 | |||||||||||||||||||||||||||||||||||||
FFO per common share - basic and diluted | $ | 0.82 | $ | 1.24 | |||||||||||||||||||||||||||||||||||||
Normalized FFO per common share - basic and diluted | $ | 0.82 | $ | 1.30 |
(1) | Consists of 266 buildings, leasable land parcels and easements that we owned (including for the period that SIR owned our properties prior to our IPO) continuously since January 1, 2017. |
(2) | Consists of one property that we acquired in June 2018. |
(3) | See footnote 3 on page 17 for the definition of NOI. |
(4) | See footnote 4 on page 17 for the definitions of FFO and Normalized FFO. |
(5) | See footnote 5 on page 17 for more information on incentive fees under our and SIR's business management agreements. Normalized FFO for the six months ended June 30, 2017 exclude $2,690, which represents the portion of SIR's estimated business management incentive fee allocated to us for the period during which we were SIR's wholly owned subsidiary. |
• | maintain the occupancy of, and maintain or increase the rental rates at, our properties; |
• | control our operating cost increases; and |
• | purchase additional properties that produce cash flows in excess of our costs of acquisition capital and property operating expenses. |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Tenant improvements (1) | $ | — | $ | 61 | $ | 69 | $ | 78 | ||||||||
Leasing costs (2) | 324 | 24 | 329 | 453 | ||||||||||||
Building improvements (3) | 211 | 264 | 301 | 573 | ||||||||||||
Development, redevelopment and other activities (4) | 78 | 1,959 | 456 | 2,643 | ||||||||||||
$ | 613 | $ | 2,308 | $ | 1,155 | $ | 3,747 |
(1) | Tenant improvements include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space. |
(2) | Leasing costs include leasing related costs, such as brokerage commissions, legal costs and tenant inducements. |
(3) | Building improvements generally include (i) expenditures to replace obsolete building components and (ii) expenditures that extend the useful life of existing assets. |
(4) | Development, redevelopment and other activities generally include (i) capital expenditures that are identified at the time of a property acquisition and incurred within a short time period after acquiring the property and (ii) capital expenditure projects that reposition a property or result in new sources of revenues. |
New Leases | Renewals | Totals | |||||||||
Square feet leased during the period (in thousands) | 55 | 163 | 218 | ||||||||
Total leasing costs and concession commitments (1) | $ | 484 | $ | 56 | $ | 540 | |||||
Total leasing costs and concession commitments per square foot (1) | $ | 8.80 | $ | 0.34 | $ | 2.48 | |||||
Weighted average lease term by square feet (years) | 21.1 | 7.7 | 11.1 | ||||||||
Total leasing costs and concession commitments per square foot per year (1) | $ | 0.42 | $ | 0.04 | $ | 0.22 |
(1) | Includes commitments made for leasing expenditures and concessions, such as leasing commissions, tenant improvements or other tenant inducements. |
Annual | Annual | Interest | |||||||||||||
Principal | Interest | Interest | Payments | ||||||||||||
Debt | Balance (1) | Rate (1) | Expense (1) | Maturity | Due | ||||||||||
Mortgage note (one property in Chester, VA) | $ | 48,750 | 3.99 | % | $ | 1,945 | 2020 | Monthly |
(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 value and recorded interest expense may differ from these amounts because of market conditions at the time we assumed this debt. |
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, 2018 | 3.38 | % | $ | 335,000 | $ | 11,323 | $ | 0.18 | |||||||
One percentage point increase | 4.38 | % | $ | 335,000 | $ | 14,673 | $ | 0.23 |
(1) | Based on the diluted weighted average common shares outstanding for the six months ended June 30, 2018. |
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, 2018 | 3.38 | % | $ | 750,000 | $ | 25,350 | $ | 0.40 | |||||||
One percentage point increase | 4.38 | % | $ | 750,000 | $ | 32,850 | $ | 0.52 |
(1) | Based on the diluted weighted average common shares outstanding for the six months ended June 30, 2018. |
• | THE LIKELIHOOD THAT OUR TENANTS WILL PAY RENT OR BE NEGATIVELY AFFECTED BY CYCLICAL ECONOMIC CONDITIONS, |
• | THE LIKELIHOOD THAT OUR TENANTS WILL RENEW OR EXTEND THEIR LEASES OR THAT WE WILL BE ABLE TO OBTAIN REPLACEMENT TENANTS, |
• | OUR ACQUISITIONS OF PROPERTIES, |
• | OUR ABILITY TO COMPETE FOR ACQUISITIONS AND TENANCIES 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, |
• | THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY, |
• | 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, |
• | OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL, |
• | CHANGES IN THE SECURITY OF CASH FLOWS FROM OUR PROPERTIES, |
• | OUR ABILITY TO OBTAIN AND MAINTAIN ADEQUATE CREDIT RATINGS, |
• | OUR EXPECTATION THAT WE BENEFIT FROM OUR RELATIONSHIPS WITH RMR INC., |
• | OUR ABILITY TO QUALIFY AND MAINTAIN OUR QUALIFICATION FOR TAXATION AS A REIT, |
• | CHANGES IN FEDERAL OR STATE TAX LAWS, |
• | CHANGES IN REAL ESTATE AND ZONING LAWS AND REGULATIONS, AND INTERPRETATIONS OF THOSE LAWS AND REGULATIONS, APPLICABLE TO OUR PROPERTIES, |
• | THE CREDIT QUALITIES OF OUR TENANTS, |
• | CHANGES IN ENVIRONMENTAL LAWS OR IN THEIR INTERPRETATIONS OR ENFORCEMENT AS A RESULT OF CLIMATE CHANGE OR OTHERWISE, |
• | OUR SALES OF PROPERTIES, AND |
• | OTHER MATTERS. |
• | THE IMPACT OF CONDITIONS AND CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR TENANTS, |
• | COMPETITION WITHIN THE REAL ESTATE INDUSTRY, PARTICULARLY 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 QUALIFY 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 LLC, RMR INC., SIR, AIC, AND OTHERS AFFILIATED WITH THEM, AND |
• | ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL. |
• | 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 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, |
• | OUR ABILITY TO GROW OUR BUSINESS AND INCREASE OUR DISTRIBUTIONS DEPENDS IN LARGE PART UPON OUR ABILITY TO BUY PROPERTIES AND LEASE THEM FOR RENTS, LESS THEIR PROPERTY OPERATING COSTS, THAT EXCEED OUR CAPITAL COSTS. WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING OR LEASE TERMS FOR NEW PROPERTIES, |
• | 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, |
• | RENTS THAT WE CAN CHARGE AT OUR PROPERTIES MAY DECLINE BECAUSE OF CHANGING MARKET CONDITIONS OR OTHERWISE, |
• | MOST OF OUR HAWAII PROPERTIES ARE LANDS LEASED FOR RENTS THAT ARE PERIODICALLY RESET BASED ON THEN CURRENT FAIR MARKET VALUES. REVENUES FROM OUR PROPERTIES IN HAWAII HAVE GENERALLY INCREASED DURING OUR AND OUR PREDECESSORS’ OWNERSHIP AS THE LEASES FOR THOSE PROPERTIES HAVE BEEN RESET OR RENEWED. ALTHOUGH WE EXPECT THAT RENTS FOR OUR HAWAII PROPERTIES WILL INCREASE IN THE FUTURE, WE CANNOT BE SURE THEY WILL. FUTURE RENTS FROM THESE PROPERTIES COULD DECREASE OR NOT INCREASE TO THE EXTENT THEY HAVE IN THE PAST, |
• | OUR POSSIBLE REDEVELOPMENT OF CERTAIN OF OUR PROPERTIES MAY NOT BE REALIZED OR BE SUCCESSFUL, |
• | OUR LEASING RELATED OBLIGATIONS MAY COST MORE OR LESS AND MAY TAKE LONGER TO COMPLETE THAN WE EXPECT, AND OUR LEASING RELATED OBLIGATIONS MAY INCREASE IN THE FUTURE, |
• | THE UNEMPLOYMENT RATE OR ECONOMIC CONDITIONS IN AREAS WHERE OUR PROPERTIES ARE LOCATED MAY BECOME WORSE 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 INTO 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 OUR RENTS FROM, OUR PROPERTIES, |
• | OUR BELIEF THAT THERE IS A LIKELIHOOD THAT TENANTS MAY RENEW OR EXTEND OUR LEASES WHEN THEY EXPIRE 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, |
• | 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, |
• | OUR INCREASED OPERATING EXPENSES AS A PUBLIC COMPANY MAY BE GREATER THAN WE EXPECT, |
• | WE INTEND TO CONDUCT OUR BUSINESS ACTIVITIES IN A MANNER THAT WILL AFFORD US REASONABLE ACCESS TO CAPITAL FOR INVESTMENT AND FINANCING ACTIVITIES. HOWEVER, WE MAY NOT SUCCEED IN THIS REGARD AND WE MAY NOT HAVE REASONABLE ACCESS TO CAPITAL, |
• | CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY, |
• | ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF FEES AND EXPENSES ASSOCIATED WITH SUCH DEBT, |
• | WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE, |
• | THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY MAY BE INCREASED TO UP TO $1.5 BILLION IN CERTAIN CIRCUMSTANCES. HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH MAY NOT OCCUR, |
• | WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS. HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET, |
• | OUR RIGHT TO ELECT TO HAVE INTEREST PAYABLE UNDER OUR REVOLVING CREDIT FACILITY CALCULATED AS LIBOR PLUS A PREMIUM BASED ON OUR CREDIT RATING IS SUBJECT TO OUR OBTAINING AN INVESTMENT GRADE CREDIT RATING, WHICH WE MAY NOT OBTAIN, |
• | THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND THE UNUSED FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR LEVERAGE. FUTURE CHANGES IN OUR LEVERAGE MAY CAUSE THE INTEREST AND FEES WE PAY TO INCREASE, |
• | THE BUSINESS AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC 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, AND |
• | WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING RMR LLC, RMR INC., SIR, AIC 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. |
Exhibit Number | Description | |
3.1 | ||
3.2 | ||
4.1 | ||
4.2 | ||
10.1 | ||
31.1 | ||
31.2 | ||
32.1 | ||
101.1 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.) |
INDUSTRIAL LOGISTICS PROPERTIES TRUST | ||
By: | /s/ John C. Popeo | |
John C. Popeo | ||
President and Chief Executive Officer | ||
Dated: July 27, 2018 | ||
By: | /s/ Richard W. Siedel, Jr. | |
Richard W. Siedel, Jr. | ||
Chief Financial Officer and Treasurer | ||
(principal financial officer and principal accounting officer) | ||
Dated: July 27, 2018 |
• | Each Independent Trustee receives an annual fee of $50,000 for services as a Trustee, plus a fee of $1,250 for each meeting attended. Up to two $1,250 fees are paid if a Board meeting and one or more Board committee meetings, or two or more Board committee meetings, are held on the same date. The annual fee for any new Independent Trustee is prorated for the initial year. |
• | Each Independent Trustee who serves as a committee chair of the Board’s Audit Committee, Compensation Committee or Nominating and Governance Committee receives an additional annual fee of $15,000, $10,000 and $10,000, respectively. The committee chair fee for any new Independent Trustee is prorated for the initial year. |
• | Each Trustee receives a grant of 3,000 of the Company’s common shares of beneficial interest on the date of the first Board meeting following each annual meeting of shareholders (or, for Trustees who are first elected or appointed at other times, on the day of the first Board meeting attended). |
• | The Company generally reimburses all Trustees for travel expenses incurred in connection with their duties as Trustees and for out of pocket costs incurred in connection with their attending certain continuing education programs. |
1. | I have reviewed this quarterly report on Form 10-Q of Industrial Logistics Properties Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted in accordance with Exchange Act Rule 13a-14(a)] for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [paragraph omitted in accordance with Exchange Act Rule 13a-14(a)]; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
5 | |||||
Date: July 27, 2018 | /s/ John C. Popeo | ||||
John C. Popeo | |||||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Industrial Logistics Properties Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted in accordance with Exchange Act Rule 13a-14(a)] for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [paragraph omitted in accordance with Exchange Act Rule 13a-14(a)]; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
5 | |||||
Date: July 27, 2018 | /s/ Richard W. Siedel, Jr. | ||||
Richard W. Siedel, Jr. | |||||
Chief Financial Officer and Treasurer |
1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
9 | |||
/s/ John C. Popeo | /s/ Richard W. Siedel, Jr. | ||
John C. Popeo | Richard W. Siedel, Jr. | ||
President and Chief Executive Officer | Chief Financial Officer and Treasurer | ||
Date: July 27, 2018 |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jul. 26, 2018 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Industrial Logistics Properties Trust | |
Entity Central Index Key | 0001717307 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 65,020,000 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
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Statement of Financial Position [Abstract] | ||
Rents receivable, including straight line rents | $ 52,409 | $ 50,177 |
Rents receivable, allowance for doubtful accounts | $ 766 | $ 1,241 |
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, shares issued (in shares) | 65,020,000 | 45,000,000 |
Common shares, shares outstanding (in shares) | 65,020,000 | 45,000,000 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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REVENUES: | ||||
Rental income | $ 33,880 | $ 33,427 | $ 68,689 | $ 67,297 |
Tenant reimbursements and other income | 5,540 | 5,178 | 11,336 | 10,748 |
Total revenues | 39,420 | 38,605 | 80,025 | 78,045 |
EXPENSES: | ||||
Real estate taxes | 4,582 | 4,339 | 9,167 | 8,678 |
Other operating expenses | 2,824 | 2,701 | 6,369 | 5,433 |
Depreciation and amortization | 6,890 | 6,855 | 13,763 | 13,666 |
General and administrative | 2,888 | 2,564 | 5,462 | 7,200 |
Total expenses | 17,184 | 16,459 | 34,761 | 34,977 |
Operating income | 22,236 | 22,146 | 45,264 | 43,068 |
Interest income | 50 | 0 | 63 | 0 |
Interest expense (including net amortization of debt issuance costs and premiums of $311, ($75), $622 and ($148), respectively) | (3,552) | (560) | (7,354) | (1,115) |
Income before income tax expense | 18,734 | 21,586 | 37,973 | 41,953 |
Income tax expense | (8) | (11) | (15) | (22) |
Net income | $ 18,726 | $ 21,575 | $ 37,958 | $ 41,931 |
Weighted average common shares outstanding - basic and diluted (in shares) | 65,011 | 45,000 | 63,238 | 45,000 |
Net income per common share—basic and diluted (in dollars per share) | $ 0.29 | $ 0.48 | $ 0.60 | $ 0.93 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
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Income Statement [Abstract] | ||||
Amortization of debt issuance discount (premium) | $ 311 | $ (75) | $ 622 | $ (148) |
Organization and Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Industrial Logistics Properties Trust, or, collectively with its consolidated subsidiaries, we, us or our, is a real estate investment trust, or REIT, formed under Maryland law in 2017 as a wholly owned subsidiary of Select Income REIT, or SIR. On January 17, 2018, we completed an initial public offering and listing on The Nasdaq Stock Market LLC, or Nasdaq, of 20,000,000 of our common shares, or our IPO. The accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries 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, 2017, or our 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. Because of the significant changes resulting from our IPO on January 17, 2018, the financial results reported may not be indicative of our expected future results. For periods prior to January 17, 2018, our historical operating information and financial position have been derived from the financial statements of SIR. 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 the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and the assessments of the carrying values and impairments of long lived assets. |
Recent Accounting Pronouncements |
6 Months Ended |
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Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2018, we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers, which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach. The adoption of ASU No. 2014-09 did not have a material impact on the amount or timing of our revenue recognition in our condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. We currently expect to adopt the standard using the modified retrospective approach. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns the measurement and classification guidance for share based payments to nonemployees with the guidance for share based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2018-07 will have in our condensed consolidated financial statements. |
Real Estate Properties |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Properties | Real Estate Properties As of June 30, 2018, we owned 267 properties with a total of approximately 28,780,000 rentable square feet, including 226 buildings, leasable land parcels and easements with a total of approximately 16,834,000 rentable square feet that are primarily industrial lands located on the island of Oahu, HI, or our Hawaii Properties, and 41 buildings with a total of approximately 11,946,000 rentable square feet that are industrial and logistics properties located in 24 other states, or our Mainland Properties. We operate in one business segment: ownership and leasing of properties that include buildings and leased industrial lands. For both the three months ended June 30, 2018 and 2017, approximately 60.2%, of our total revenues were from our Hawaii Properties. For the six months ended June 30, 2018 and 2017, approximately 60.4% and 60.0%, respectively, of our total revenues were from our Hawaii Properties. In addition, two subsidiaries of Amazon.com, Inc., which are tenants of our Mainland Properties, accounted for $3,963, or 10.1%, and $3,892, or 10.1%, of our total revenues for the three months ended June 30, 2018 and 2017, respectively, and $8,230, or 10.3%, and $8,037, or 10.3%, of our total revenues for the six months ended June 30, 2018 and 2017, respectively. During the six months ended June 30, 2018, we acquired one property in Doral, FL with 240,283 rentable square feet for a purchase price of $43,326, including acquisition related costs of $251. This property was acquired and simultaneously leased back to the seller. This acquisition was accounted for as an acquisition of assets. We allocated the purchase price of this acquisition based on the estimated fair values of the acquired assets as follows:
During the six months ended June 30, 2018, we committed $608 for expenditures related to tenant improvements and leasing costs for approximately 514,000 square feet of leases executed during the period. Committed but unspent tenant related obligations based on existing leases as of June 30, 2018 were $272. In July 2018, we entered an agreement to acquire a single tenant, net leased property located in Upper Marlboro, MD with approximately 221,000 rentable square feet for a purchase price of $29,250, excluding acquisition related costs. This acquisition is expected to occur before the end of the third quarter of 2018. This acquisition is subject to conditions; accordingly, we cannot be sure that we will acquire this property, that the acquisition will not be delayed or that the terms will not change. 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 any present plans to change the use of those lands or to undertake this environmental remediation. As of both June 30, 2018 and December 31, 2017, accrued environmental remediation costs of $7,002 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 any 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. Although 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 any contamination will not have a material adverse effect on our business or financial condition. Charges for environmental remediation costs, if any, are included in other operating expenses in our condensed consolidated statements of comprehensive income. |
Indebtedness |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Our principal debt obligations at June 30, 2018 were: (1) $335,000 of outstanding borrowings under our $750,000 unsecured revolving credit facility; and (2) a mortgage note with an outstanding principal amount of $48,750. We have a $750,000 unsecured revolving credit facility that is available for our general business purposes, including acquisitions. The maturity date of our revolving credit facility is December 29, 2021. We may borrow, repay and reborrow funds under our revolving credit facility until maturity, and no principal repayment is due until maturity. Interest on borrowings under our revolving credit facility is calculated at floating rates based on LIBOR plus a premium that varies based on our leverage ratio. We have the option to extend the maturity date of our revolving credit facility for two, six month periods, subject to payment of extension fees and satisfaction of other conditions. If we later achieve an investment grade credit rating, we will then be able to elect to continue to have the interest premium based on our leverage ratio or we may instead elect to have the interest premium based on our credit rating, or a ratings election. We are also required to pay a commitment fee on the unused portion of our revolving credit facility until and if such time as we make a ratings election, and thereafter we will be required to pay a facility fee in lieu of such commitment fee based on the maximum amount of our revolving credit facility. The agreement governing our revolving credit facility, or our credit agreement, also includes a feature under which the maximum borrowing availability under our revolving credit facility may be increased to up to $1,500,000 in certain circumstances. In addition, during the first quarter of 2018, we completed the syndication of our revolving credit facility with a group of institutional lenders. As of June 30, 2018 and December 31, 2017, the interest rate payable on borrowings under our revolving credit facility was 3.38% and 2.89%, respectively. The weighted average interest rate for borrowings under our revolving credit facility was 3.26% and 3.10% for the three and six months ended June 30, 2018, respectively. As of June 30, 2018 and July 26, 2018, we had $335,000 outstanding under our revolving credit facility, and $415,000 available to borrow under our revolving credit facility. Our credit agreement provides for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as a change of control of us, which includes The RMR Group LLC, or RMR LLC, ceasing to act as our business manager and property manager. Our credit agreement also contains a number of covenants, including covenants that restrict our ability to incur debts or to make distributions in certain circumstances, and generally requires us to maintain certain financial ratios. We believe we were in compliance with the terms and conditions of the covenants under our credit agreement at June 30, 2018. As of June 30, 2018, the principal amount outstanding under our mortgage note was $48,750. This mortgage note was secured by one of our properties with a net book value of $65,744. This mortgage note is non-recourse, subject to certain limited exceptions, and does not contain any material financial covenants. |
Fair Value of Assets and Liabilities |
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities Our financial instruments include cash and cash equivalents, rents receivable, our revolving credit facility, a mortgage note payable, accounts payable, rents collected in advance, security deposits and amounts due from or to related persons. At June 30, 2018 and December 31, 2017, the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or variable interest rates, except as follows:
We estimate the fair value of our mortgage note payable using a discounted cash flow analysis and currently prevailing market rates as of the measurement date (Level 3 inputs). Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value. |
Shareholders' Equity |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share Issuances: On January 17, 2018, we issued 20,000,000 of our common shares in our IPO at a price to the public of $24.00 per common share, raising net proceeds of $444,309, after deducting the underwriting discounts and commissions and expenses. On March 27, 2018, in accordance with our Trustee compensation arrangements, we granted 1,000 of our common shares, valued at $20.87 per share, the closing price of our common shares on Nasdaq on that day, to each of our five Trustees as compensation for the period from our IPO to May 2018. On May 23, 2018, in accordance with our Trustee compensation arrangements, we granted 3,000 of our common shares, valued at $20.93 per share, the closing price of our common shares on Nasdaq on that day, to each of our five Trustees as part of their annual compensation. Distributions: On May 14, 2018, we paid a prorated distribution of $0.27 per common share, or $17,551, for the period from January 17, 2018 (the date we completed our IPO) through March 31, 2018 to shareholders of record on April 30, 2018. This distribution was based on an expected regular quarterly distribution of $0.33 per common share ($1.32 per common share per year). On July 19, 2018, we declared a regular quarterly distribution of $0.33 per common share, or approximately $21,500, to shareholders of record on July 30, 2018. We expect to pay this distribution on or about August 13, 2018. Additional Paid in Capital Adjustments: Until January 17, 2018, we were a wholly owned subsidiary of SIR and SIR managed and controlled our cash management function through a series of commingled centralized accounts. As a result, until that date, the cash receipts collected by SIR on our behalf were accounted for as distributions within shareholders' equity and the cash disbursements paid by SIR on our behalf were accounted for as contributions within shareholders' equity. During the period from January 1, 2018 to January 16, 2018, we recorded net contributions from SIR of $6,975 as an increase to additional paid in capital. |
Earnings per Common Share |
6 Months Ended |
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Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Earnings per Common Share We calculate earnings per common share by dividing net income by the weighted average number of common shares outstanding during the period. Basic earnings per share equal diluted earnings per share as there are no common share equivalent securities outstanding. |
Income Taxes |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Until January 17, 2018, we were a wholly owned subsidiary of SIR, which is taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the IRC. Accordingly, until January 17, 2018, we were a qualified REIT subsidiary and a disregarded entity for federal income tax purposes. We intend to qualify for taxation as a REIT under the IRC for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2018 and to maintain such qualification thereafter. Accordingly, we generally are not, and will not be, subject to U.S. federal income taxes provided that we distribute our taxable income and meet certain other requirements to qualify for taxation as a REIT. We are subject to certain state and local taxes, certain of which amounts are reported as income taxes in our condensed consolidated statements of comprehensive income. We do not currently expect recent amendments to the IRC to have a significant impact on us; however, we will monitor future interpretations of such amendments as they develop, and accordingly, our estimates and disclosures may change. |
Certain Historical Arrangements and Operations Prior to our IPO |
6 Months Ended |
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Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Certain Historical Arrangements and Operations Prior to our IPO | Certain Historical Arrangements and Operations Prior to our IPO In connection with our IPO, on September 29, 2017, SIR contributed to us 266 properties with a total of approximately 28,540,000 rentable square feet, or our Initial Properties. In connection with our formation and this contribution from SIR, we issued to SIR 45,000,000 of our common shares and a $750,000 non-interest bearing demand note, or the SIR Note, and we assumed three mortgage notes totaling $63,069, as of September 30, 2017, that were secured by three of our Initial Properties. In December 2017, we obtained a $750,000 secured revolving credit facility, and we used the proceeds of an initial borrowing of $750,000 under this credit facility to pay the SIR Note in full. Also in December 2017, SIR prepaid on our behalf two of the mortgage notes totaling approximately $14,319 that had encumbered two of our Initial Properties. In connection with our IPO, we reimbursed SIR for approximately $7,271 of costs that SIR incurred in connection with our formation and preparation for our IPO. In addition, SIR collected rents from our tenants for the period subsequent to our IPO, of which SIR owed to us $2,955 as of June 30, 2018, which amount is presented as due from related persons in our condensed consolidated balance sheet as of June 30, 2018. SIR paid this amount due to us in July 2018. Neither we nor SIR have any employees. As a wholly owned subsidiary of SIR, until the completion of our IPO, we had received services from RMR LLC under SIR’s business and property management agreements with RMR LLC. For periods prior to the completion of our IPO on January 17, 2018, base management fees payable by SIR under SIR’s business management agreement with RMR LLC were calculated based on the historical costs of our Initial Properties and incentive management fees and internal audit costs payable by SIR and allocated to us were based on the percentage of our base management fees compared to the total base management fees paid by SIR. During the period from January 1, 2018 to January 16, 2018, the base management fees payable by SIR and allocated to us were $308. During the three months ended June 30, 2017, the base management fees, internal audit costs and estimated incentive management fees payable by SIR allocated to us were $1,704, $21 and $281, respectively. During the six months ended June 30, 2017, the base management fees, internal audit costs and estimated incentive management fees payable by SIR allocated to us were $3,405, $42 and $2,690, respectively. These amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. The property management and construction supervision fees payable by SIR under SIR’s property management agreement with RMR LLC that were allocated to us for services to our Initial Properties for the period from January 1, 2018 to January 16, 2018 and for the three and six months ended June 30, 2017 were $230, $1,090 and $2,120, respectively. These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. For the period from January 1, 2018 to January 16, 2018 and the three and six months ended June 30, 2017, the total property management related reimbursements paid under SIR’s property management agreement with RMR LLC for costs incurred by RMR LLC with respect to our Initial Properties were $120, $638 and $1,270, respectively. These amounts are included in other operating expenses in our condensed consolidated statements of comprehensive income. All these management fees and reimbursements allocated to us for periods prior to January 17, 2018 were paid by SIR and not us. In connection with our IPO, we entered into two agreements with RMR LLC to provide management services to us. See Notes 10 and 11 for further information regarding our relationships, agreements and transactions with RMR LLC and SIR. |
Business and Property Management Agreements with RMR LLC |
6 Months Ended |
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Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Business and Property Management Agreements with RMR LLC | Business and Property Management Agreements with RMR LLC We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us, which we entered on January 17, 2018 in connection with the completion of our IPO: (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 LLC, we recognized business management fees of $1,824 for the three months ended June 30, 2018 and $3,306 for the period from January 17, 2018 through June 30, 2018. These amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. Pursuant to our property management agreement with RMR LLC, we recognized aggregate property management and construction supervision fees of $1,155 for the three months ended June 30, 2018 and $2,122 for the period from January 17, 2018 through June 30, 2018. These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. We are generally responsible for all of our operating expenses, including certain expenses incurred by RMR LLC on our behalf. Our property level operating expenses, including certain payroll and related costs incurred by RMR LLC, are generally incorporated into rents charged to our tenants. We reimbursed RMR LLC $644 for property management related expenses for the three months ended June 30, 2018 and $1,186 for the period from January 17, 2018 through June 30, 2018. These amounts are included in other operating expenses in our condensed consolidated statements of comprehensive income. In addition, we are responsible for our share of RMR LLC’s costs for providing our internal audit function. The amount recognized as expense for internal audit costs was $69 for the three months ended June 30, 2018 and $121 for the period from January 17, 2018 through June 30, 2018, which amounts are included in general and administrative expenses in our condensed consolidated statements of comprehensive income. See Notes 9 and 11 for further information regarding our relationships, agreements and transactions with RMR LLC. |
Related Person Transactions |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with RMR LLC, SIR and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and which have trustees, directors and officers who are also our Trustees or officers. Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 10 for further information regarding our management agreements with RMR LLC. SIR. SIR is our largest shareholder. As of June 30, 2018, SIR owned 45,000,000 of our common shares, or approximately 69.2% of our outstanding common shares. We were SIR’s wholly owned subsidiary until we completed our IPO on January 17, 2018. Adam D. Portnoy, one of our Managing Trustees, is also a managing trustee of SIR. John C. Popeo, our other Managing Trustee and our President and Chief Executive Officer, also serves as the chief financial officer and treasurer of SIR. RMR LLC provides management services to SIR and us. In connection with our IPO, we entered a transaction agreement with SIR that governs our separation from and relationship with SIR. The transaction agreement provides that, among other things, (1) our current assets and current liabilities, as of the time of closing of our IPO, were settled so that SIR retained all pre-closing current assets and pre-closing current liabilities and we assumed all post-closing current assets and post-closing current liabilities, (2) we will indemnify SIR with respect to any of our liabilities, and SIR will indemnify us with respect to any of SIR’s liabilities, after giving effect to the settlement between us and SIR of our current assets and current liabilities, and (3) we and SIR will cooperate to enforce the ownership limitations in our and SIR’s respective declaration of trust as may be appropriate to qualify for and maintain qualification for taxation as a REIT under the IRC, and otherwise to ensure each receives the economics of its assets and liabilities and to file future tax returns, including appropriate allocations of taxable income, expenses and other tax attributes. SIR, ABP Trust and five other companies to which RMR LLC provides management services equally own Affiliates Insurance Company, or AIC, and participate in a combined property insurance program arranged and reinsured in part by AIC. Our properties are included in this program as a majority owned subsidiary of SIR. We pay or reimburse SIR for the part of the premiums allocated to our properties. We currently expect to pay, as of June 30, 2018, aggregate annual premiums, including taxes and fees, of approximately $266 in connection with this insurance program for the policy year ending June 30, 2019, which amount may be adjusted from time to time as we acquire and dispose of properties that are included in this insurance program. See Note 9 for further information regarding our IPO and our relationships, agreements and transactions with SIR. For further information about these and other such relationships and certain other related person transactions, refer to our Annual Report. |
Recent Accounting Pronouncements (Policies) |
6 Months Ended |
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Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Organization and basis of presentation | The accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries 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, 2017, or our 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. Because of the significant changes resulting from our IPO on January 17, 2018, the financial results reported may not be indicative of our expected future results. |
Use of estimates | 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 the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and the assessments of the carrying values and impairments of long lived assets. |
Recent Accounting Pronouncements | On January 1, 2018, we adopted the Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB), Revenue From Contracts With Customers, which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach. The adoption of ASU No. 2014-09 did not have a material impact on the amount or timing of our revenue recognition in our condensed consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have in our condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements. We currently expect to adopt the standard using the modified retrospective approach. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns the measurement and classification guidance for share based payments to nonemployees with the guidance for share based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2018-07 will have in our condensed consolidated financial statements. |
Fair Value of Assets and Liabilities | We estimate the fair value of our mortgage note payable using a discounted cash flow analysis and currently prevailing market rates as of the measurement date (Level 3 inputs). Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value. |
Earnings per Common Share | We calculate earnings per common share by dividing net income by the weighted average number of common shares outstanding during the period. Basic earnings per share equal diluted earnings per share as there are no common share equivalent securities outstanding. |
Real Estate Properties (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of real estate properties | We allocated the purchase price of this acquisition based on the estimated fair values of the acquired assets as follows:
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Fair Value of Assets and Liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of carrying value and the estimated fair market value of mortgage notes payable | At June 30, 2018 and December 31, 2017, the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or variable interest rates, except as follows:
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Organization and Basis of Presentation (Details) |
Jan. 17, 2018
shares
|
---|---|
IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Common shares issued (in shares) | 20,000,000 |
Real Estate Properties - Schedule of Real Estate Properties (Details) $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Jun. 27, 2018
USD ($)
ft²
property
|
Jun. 30, 2018
USD ($)
ft²
property
|
Dec. 31, 2017
USD ($)
|
Sep. 29, 2017
ft²
|
|
Real Estate [Line Items] | ||||
Rentable Square Feet | ft² | 28,780,000 | 28,540,000 | ||
Land | $ 657,931 | $ 642,706 | ||
Building and Improvements | $ 729,823 | $ 700,896 | ||
Doral, FL | Office and Industrial Properties | ||||
Real Estate [Line Items] | ||||
Number of Properties | property | 1 | 1 | ||
Rentable Square Feet | ft² | 240,283 | |||
Purchase Price | $ 43,326 | |||
Land | 15,225 | |||
Building and Improvements | $ 28,101 |
Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Fair Value of Financial Instruments | ||
Mortgage notes payable | $ 49,311 | $ 49,427 |
Carrying Value | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable | 49,311 | 49,427 |
Estimated Fair Value | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable | 48,641 | 48,919 |
Mortgage note payable | ||
Fair Value of Financial Instruments | ||
Unamortized premium | $ 561 | $ 677 |
Business and Property Management Agreements with RMR LLC (Details) $ in Thousands |
1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|---|
Jan. 16, 2018
USD ($)
|
Jun. 30, 2018
USD ($)
employee
agreement
|
Jun. 30, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
employee
agreement
|
Jun. 30, 2017
USD ($)
|
Jan. 17, 2018
agreement
|
|
Related Party Transaction [Line Items] | ||||||
Number of Employees | employee | 0 | 0 | ||||
Reit Management And Research L L C | ||||||
Related Party Transaction [Line Items] | ||||||
Number of management service agreements | agreement | 2 | 2 | 2 | |||
Business management fees | $ 308 | $ 1,824 | $ 1,704 | $ 3,306 | $ 3,405 | |
Construction supervision fees | 230 | 1,155 | 1,090 | 2,122 | 2,120 | |
Related party reimbursement expense | $ 120 | 644 | 638 | 1,186 | 1,270 | |
Internal audit expense | $ 69 | $ 21 | $ 121 | $ 42 |
Related Person Transactions - Narrative (Details) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018
USD ($)
agreement
shares
|
Jan. 17, 2018
agreement
|
|
Select Income REIT | Industrial Logistics Properties Trust | ||
Related Party Transaction [Line Items] | ||
Common shares, shares outstanding (in shares) | shares | 45,000,000 | |
Percentage of ownership | 69.20% | |
Reit Management And Research L L C | ||
Related Party Transaction [Line Items] | ||
Number of management service agreements | agreement | 2 | 2 |
Affiliates Insurance Company | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ | $ 266 |
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