Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 28, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38342 | |
Entity Registrant Name | INDUSTRIAL LOGISTICS PROPERTIES TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 82-2809631 | |
Entity Address, Address Line One | Two Newton Place, | |
Entity Address, Address Line Two | 255 Washington Street, | |
Entity Address, Address Line Three | Suite 300, | |
Entity Address, City or Town | Newton, | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02458-1634 | |
City Area Code | 617 | |
Local Phone Number | 219-1460 | |
Title of 12(b) Security | Common Shares of Beneficial Interest | |
Trading Symbol | ILPT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,181,333 | |
Entity Central Index Key | 0001717307 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real estate properties: | ||
Land | $ 747,814 | $ 670,501 |
Buildings and improvements | 1,580,689 | 791,895 |
Real estate properties, gross | 2,328,503 | 1,462,396 |
Accumulated depreciation | (120,452) | (93,291) |
Real estate properties, net | 2,208,051 | 1,369,105 |
Acquired real estate leases, net | 145,555 | 75,803 |
Cash and cash equivalents | 23,336 | 9,608 |
Rents receivable, including straight line rents of $57,951 and $54,916, respectively | 60,896 | 56,940 |
Deferred leasing costs, net | 6,215 | 6,157 |
Debt issuance costs, net | 3,323 | 4,430 |
Due from related persons | 532 | 1,390 |
Other assets, net | 19,749 | 11,178 |
Total assets | 2,467,657 | 1,534,611 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Revolving credit facility | 650,000 | 413,000 |
Mortgage notes payable, net | 749,640 | 49,195 |
Assumed real estate lease obligations, net | 18,087 | 18,316 |
Accounts payable and other liabilities | 22,904 | 12,040 |
Rents collected in advance | 12,110 | 6,004 |
Security deposits | 6,818 | 6,130 |
Due to related persons | 2,650 | 1,653 |
Total liabilities | 1,462,209 | 506,338 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares of beneficial interest, $.01 par value: 100,000,000 shares authorized; 65,181,913 and 65,074,791 shares issued and outstanding, respectively | 652 | 651 |
Additional paid in capital | 999,134 | 998,447 |
Cumulative net income | 130,481 | 89,657 |
Cumulative other comprehensive income | 91 | 0 |
Cumulative common distributions | (124,910) | (60,482) |
Total shareholders' equity | 1,005,448 | 1,028,273 |
Total liabilities and shareholders' equity | $ 2,467,657 | $ 1,534,611 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Straight line rents | $ 57,951 | $ 54,916 |
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) | 65,181,913 | 65,074,791 |
Common shares, shares outstanding (in shares) | 65,181,913 | 65,074,791 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
REVENUES: | ||||
Rental income | $ 60,958 | $ 40,431 | $ 167,035 | $ 120,456 |
Expenses: | ||||
Real estate taxes | 8,586 | 4,942 | 21,646 | 14,109 |
Other operating expenses | 4,821 | 3,281 | 12,405 | 9,650 |
Depreciation and amortization | 17,568 | 7,152 | 43,888 | 20,915 |
General and administrative | 4,475 | 2,924 | 13,131 | 8,386 |
Total expenses | 35,450 | 18,299 | 91,070 | 53,060 |
Interest income | 81 | 71 | 580 | 134 |
Interest expense (including net amortization of debt issuance costs and premiums of $524, $309, $1,421 and $931, respectively) | (14,687) | (4,052) | (36,207) | (11,406) |
Income before income tax expense and equity in earnings of an investee | 10,902 | 18,151 | 40,338 | 56,124 |
Income tax expense | (63) | (9) | (131) | (24) |
Equity in earnings of an investee | 83 | 0 | 617 | 0 |
Net income | 10,922 | 18,142 | 40,824 | 56,100 |
Other comprehensive income: | ||||
Equity in unrealized gains (losses) of an investee | (46) | 0 | 91 | 0 |
Other comprehensive income | (46) | 0 | 91 | 0 |
Comprehensive income | $ 10,876 | $ 18,142 | $ 40,915 | $ 56,100 |
Weighted average common shares outstanding - basic (in shares) | 65,055 | 65,022 | 65,042 | 63,839 |
Weighted average common shares outstanding - diluted (in shares) | 65,060 | 65,022 | 65,048 | 63,839 |
Net income per common share—basic and diluted (in dollars per share) | $ 0.17 | $ 0.28 | $ 0.63 | $ 0.88 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Amortization of debt issuance costs and premium | $ 524 | $ 309 | $ 1,421 | $ 931 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common shares | Additional Paid-in Capital | Cumulative Net Income | Cumulative Other Comprehensive Income | Cumulative Common Distributions |
Beginning balance (in shares) at Dec. 31, 2017 | 45,000,000 | |||||
Beginning balance at Dec. 31, 2017 | $ 562,208 | $ 450 | $ 546,489 | $ 15,269 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 19,232 | 19,232 | ||||
Contributions | 16,162 | 16,162 | ||||
Distributions | (9,187) | (9,187) | ||||
Issuance of common shares, net (in shares) | 20,000,000 | |||||
Issuance of common shares, net | 444,309 | $ 200 | 444,109 | |||
Share grants (in shares) | 5,000 | |||||
Share grants | 104 | 104 | ||||
Ending balance (in shares) at Mar. 31, 2018 | 65,005,000 | |||||
Ending balance at Mar. 31, 2018 | 1,032,828 | $ 650 | 997,677 | 34,501 | 0 | |
Beginning balance (in shares) at Dec. 31, 2017 | 45,000,000 | |||||
Beginning balance at Dec. 31, 2017 | 562,208 | $ 450 | 546,489 | 15,269 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 56,100 | |||||
Equity in unrealized gains (losses) of an investee | 0 | |||||
Ending balance (in shares) at Sep. 30, 2018 | 65,072,031 | |||||
Ending balance at Sep. 30, 2018 | 1,031,207 | $ 651 | 998,195 | 71,369 | (39,008) | |
Beginning balance (in shares) at Mar. 31, 2018 | 65,005,000 | |||||
Beginning balance at Mar. 31, 2018 | 1,032,828 | $ 650 | 997,677 | 34,501 | 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 18,726 | 18,726 | ||||
Share grants (in shares) | 15,000 | |||||
Share grants | 314 | 314 | ||||
Distributions to common shareholders | (17,551) | (17,551) | ||||
Ending balance (in shares) at Jun. 30, 2018 | 65,020,000 | |||||
Ending balance at Jun. 30, 2018 | 1,034,317 | $ 650 | 997,991 | 53,227 | (17,551) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 18,142 | 18,142 | ||||
Equity in unrealized gains (losses) of an investee | 0 | |||||
Share grants (in shares) | 54,400 | |||||
Share grants | 257 | $ 1 | 256 | |||
Share repurchases (in shares) | (2,369) | |||||
Share repurchases | (52) | (52) | ||||
Distributions to common shareholders | (21,457) | (21,457) | ||||
Ending balance (in shares) at Sep. 30, 2018 | 65,072,031 | |||||
Ending balance at Sep. 30, 2018 | 1,031,207 | $ 651 | 998,195 | 71,369 | (39,008) | |
Beginning balance (in shares) at Dec. 31, 2018 | 65,074,791 | |||||
Beginning balance at Dec. 31, 2018 | 1,028,273 | $ 651 | 998,447 | 89,657 | $ 0 | (60,482) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 16,786 | 16,786 | ||||
Equity in unrealized gains (losses) of an investee | 66 | 66 | ||||
Share grants | 73 | 73 | ||||
Distributions to common shareholders | (21,474) | (21,474) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 65,074,791 | |||||
Ending balance at Mar. 31, 2019 | 1,023,724 | $ 651 | 998,520 | 106,443 | 66 | (81,956) |
Beginning balance (in shares) at Dec. 31, 2018 | 65,074,791 | |||||
Beginning balance at Dec. 31, 2018 | 1,028,273 | $ 651 | 998,447 | 89,657 | 0 | (60,482) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 40,824 | |||||
Equity in unrealized gains (losses) of an investee | 91 | |||||
Ending balance (in shares) at Sep. 30, 2019 | 65,181,913 | |||||
Ending balance at Sep. 30, 2019 | 1,005,448 | $ 652 | 999,134 | 130,481 | 91 | (124,910) |
Beginning balance (in shares) at Mar. 31, 2019 | 65,074,791 | |||||
Beginning balance at Mar. 31, 2019 | 1,023,724 | $ 651 | 998,520 | 106,443 | 66 | (81,956) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 13,116 | 13,116 | ||||
Equity in unrealized gains (losses) of an investee | 71 | 71 | ||||
Share grants (in shares) | 15,000 | |||||
Share grants | 345 | 345 | ||||
Share repurchases (in shares) | (1,362) | |||||
Share repurchases | (28) | (28) | ||||
Share forfeitures (in shares) | (240) | |||||
Share forfeitures | (1) | (1) | ||||
Distributions to common shareholders | (21,475) | (21,475) | ||||
Ending balance (in shares) at Jun. 30, 2019 | 65,088,189 | |||||
Ending balance at Jun. 30, 2019 | 1,015,752 | $ 651 | 998,836 | 119,559 | 137 | (103,431) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 10,922 | 10,922 | ||||
Equity in unrealized gains (losses) of an investee | (46) | (46) | ||||
Share grants (in shares) | 104,200 | |||||
Share grants | 522 | $ 1 | 521 | |||
Share repurchases (in shares) | (10,476) | |||||
Share repurchases | (223) | (223) | ||||
Distributions to common shareholders | (21,479) | (21,479) | ||||
Ending balance (in shares) at Sep. 30, 2019 | 65,181,913 | |||||
Ending balance at Sep. 30, 2019 | $ 1,005,448 | $ 652 | $ 999,134 | $ 130,481 | $ 91 | $ (124,910) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 40,824 | $ 56,100 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 27,161 | 13,715 |
Net amortization of debt issuance costs and premiums | 1,421 | 931 |
Amortization of acquired real estate leases and assumed real estate lease obligations | 15,085 | 6,304 |
Amortization of deferred leasing costs | 659 | 616 |
Provision for losses on rents receivable | 0 | 982 |
Straight line rental income | (3,960) | (3,360) |
Other non-cash expenses | 939 | 681 |
Equity in earnings of an investee | (617) | 0 |
Change in assets and liabilities: | ||
Rents receivable | 4 | (1,556) |
Deferred leasing costs | (584) | (483) |
Due from related persons | 858 | (1,433) |
Other assets | (7,863) | (407) |
Accounts payable and other liabilities | 7,440 | 1,180 |
Rents collected in advance | 6,106 | 1,875 |
Security deposits | 688 | 221 |
Due to related persons | 997 | (5,138) |
Net cash provided by operating activities | 89,158 | 70,228 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions and deposits | (884,445) | (95,078) |
Real estate improvements | (7,789) | (2,091) |
Net cash used in investing activities | (892,234) | (97,169) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common shares, net | 0 | 444,309 |
Proceeds from issuance of mortgage notes payable | 650,000 | 0 |
Borrowings under revolving credit facility | 736,000 | 160,000 |
Repayments of revolving credit facility | (499,000) | (530,000) |
Payment of debt issuance costs | (5,517) | (4,183) |
Distributions to common shareholders | (64,428) | (39,008) |
Repurchase of common shares | (251) | (52) |
Contributions | 0 | 16,162 |
Distributions | 0 | (9,187) |
Net cash provided by financing activities | 816,804 | 38,041 |
Increase in cash and cash equivalents | 13,728 | 11,100 |
Cash and cash equivalents at beginning of period | 9,608 | 0 |
Cash and cash equivalents at end of period | 23,336 | 11,100 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid | 31,995 | 10,195 |
Income taxes paid | 164 | 0 |
Noncash Investing and Financing Items [Abstract] | ||
Real estate acquired by assumption of mortgage notes payable | (56,980) | 0 |
Assumption of mortgage notes payable | $ 56,980 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries, or we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2018 , or our 2018 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. Reclassifications have been made to the prior year’s condensed consolidated financial statements to conform to the current year’s presentation. In part because of the significant changes resulting from our initial public offering, or 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 our former parent, Select Income REIT, or SIR, a former publicly traded real estate investment trust, or REIT, that merged with and into a wholly owned subsidiary of Office Properties Income Trust, or OPI, on December 31, 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, Leases . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors . Collectively, these standards set 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. ASU No. 2016-02 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. These standards were effective as of January 1, 2019. Upon adoption, we applied the package of practical expedients that has allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method in ASU No. 2018-11, which has allowed us to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the adoption period, although we did not have an adjustment. Additionally, our leases met the criteria in ASU No. 2018-11 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. The adoption of ASU No. 2016-02 and the related improvements did not have a material impact in our condensed consolidated financial statements. Upon adoption, (i) amounts previously recognized as tenant reimbursements and other income, which totaled $5,650 and $16,986 for the three and nine months ended September 30, 2018 , respectively, have been reclassified as rental income, (ii) allowances for bad debts are now recognized as a direct reduction of rental income, and (iii) legal costs associated with the execution of our leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. Subsequent to January 1, 2019, provisions for credit losses are included in rental income in our condensed consolidated financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in other operating expenses in our condensed consolidated financial statements and prior periods are not reclassified to conform to the current presentation. 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 will be 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 although lease related receivables are governed by the lease standards referred to above and are not subject to ASU No. 2016-13. We currently expect to adopt the standard using the modified retrospective approach. |
Real Estate Properties
Real Estate Properties | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Real Estate Properties | Real Estate Properties As of September 30, 2019 , we owned 300 properties with a total of approximately 42,745,000 rentable square feet, including 226 buildings, leasable land parcels and easements with a total of approximately 16,756,000 rentable square feet of primarily industrial lands located on the island of Oahu, HI, or our Hawaii Properties, and 74 properties with a total of approximately 25,989,000 rentable square feet of industrial properties located in 29 other states, or our Mainland Properties. We operate in one business segment: ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands. For the three months ended September 30, 2019 and 2018, approximately 40.5% and 60.1% , respectively, of our rental income was from our Hawaii Properties. For the nine months ended September 30, 2019 and 2018, approximately 45.2% and 60.3% , respectively, of our rental income was from our Hawaii Properties. In addition, a subsidiary of Amazon.com, Inc., which is a tenant at certain of our Mainland Properties, accounted for $ 8,992 , or 14.8% , and $3,874 , or 9.6% , of our rental income for the three months ended September 30, 2019 and 2018, respectively, and $22,557 , or 13.5% , and $12,104 , or 10.0% , of our rental income for the nine months ended September 30, 2019 and 2018, respectively. During the nine months ended September 30, 2019 , we completed the acquisition of 30 industrial properties containing a combined 13,288,180 rentable square feet for an aggregate purchase price of $941,425 , including acquisition related costs of $4,675 . These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices for these acquisitions based on the estimated fair value of the acquired assets and assumed liabilities as follows: Acquired Number Rentable Buildings Acquired Real Estate Discount of Square Purchase and Real Estate Lease on Assumed Date Market Area Properties Feet Price Land Improvements Leases Obligations Debt February 2019 2 mainland states 7 3,708,343 $ 250,276 $ 19,558 $ 205,811 $ 24,907 $ — $ — April 2019 Indianapolis, IN 1 493,500 30,517 2,817 24,836 2,864 — — April 2019 12 mainland states 20 8,694,321 628,323 52,546 519,695 56,715 (1,965 ) 1,332 August 2019 Columbus, OH 2 392,016 32,309 2,393 27,372 2,544 — — 30 13,288,180 $ 941,425 $ 77,314 $ 777,714 $ 87,030 $ (1,965 ) $ 1,332 During the nine months ended September 30, 2019 , we committed $ 1,268 for expenditures related to tenant improvements and leasing costs for leases executed during the period for approximately 729,000 square feet. Committed but unspent tenant related obligations based on existing leases as of September 30, 2019 were $404 . 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 September 30, 2019 and December 31, 2018, accrued environmental remediation costs of $6,940 were included in accounts payable and other liabilities in our condensed consolidated balance sheets. These accrued environmental remediation costs relate to maintenance of our properties for current uses, and, because of the indeterminable timing of the remediation, these amounts have not been discounted to present value. In general, we do not have 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 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. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We are a lessor of industrial and logistics properties. Our leases provide our tenants with the contractual right to use and economically benefit from all the physical space specified in the leases; therefore, we have determined to evaluate our leases as lease arrangements. Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income, and percentage rents until the specific events that trigger the variable payments have occurred. Such payments totaled $10,915 and $28,679 for the three and nine months ended September 30, 2019 , respectively, of which tenant reimbursements totaled $10,915 and $27,517 , respectively. Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have determined that all our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We apply Accounting Standards Codification 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our condensed consolidated statements of comprehensive income. Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our condensed consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. The following table presents our operating lease maturity analysis as of September 30, 2019 : Year Amount 2019 $ 50,503 2020 201,117 2021 196,700 2022 186,968 2023 166,945 Thereafter 1,262,250 Total $ 2,064,483 |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Our principal debt obligations at September 30, 2019 were: (1) $650,000 of outstanding borrowings under our $750,000 unsecured revolving credit facility; and (2) three mortgage notes with an aggregate outstanding principal amount of $755,730 . 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. 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. As of September 30, 2019 , interest payable on the amount outstanding under our revolving credit facility was LIBOR plus 155 basis points and our commitment fee was 15 basis points . As of September 30, 2019 and December 31, 2018 , the interest rate payable on borrowings under our revolving credit facility was 3.59% and 3.81% , respectively. The weighted average interest rate for borrowings under our revolving credit facility was 3.73% and 3.39% for the three months ended September 30, 2019 and 2018, respectively, and 3.75% and 3.21% for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019 and October 28, 2019 , we had $650,000 and $310,000 , respectively, outstanding under our revolving credit facility, and $ 100,000 and $440,000 , respectively, 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 covenants, including those 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 September 30, 2019 . In January 2019, we obtained a $650,000 mortgage loan secured by 186 of our properties containing approximately 9.6 million square feet loc ated on the island of Oahu, Hawaii. This non-amortizing loan matures on February 7, 2029 and requires monthly payments of interest only at a fixed rate of 4.31% per annum. In connection with the acquisition of a portfolio of 20 industrial properties in April 2019, as discussed in Note 3, we assumed a $56,980 mortgage note secured by one property containing approximately 1.0 million square feet located in Ruskin, FL. This non-amortizing loan matures on October 1, 2023 and requires monthly payments of interest only at a fixed rate of 3.60% per annum. We recorded a $1,332 discount in connection with this assumed mortgage debt, which increased its effective interest rate to 4.22% per annum. We recorded this discount because we believed the interest rate payable on this mortgage note was below the rate we would have had to pay for debt with the same maturity and similar other terms at the time we assumed this obligation. As of September 30, 2019 , the aggregate principal amount outstanding under our three mortgage notes was $755,730 . These mortgage notes were secured by 188 properties with an aggregate net book value of $662,565 as of September 30, 2019 . In October 2019, we obtained a $350,000 mortgage loan secured by 11 of our Mainland Properties containing an aggregate of approximately 8.0 million rentable square feet and are located in eight states. This non-amortizing loan matures in November 2029 and requires monthly payments of interest at a fixed rate of 3.33% per annum. We used the proceeds from this loan to reduce outstanding borrowings under our revolving credit facility. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
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, mortgage notes payable, accounts payable, rents collected in advance, security deposits and amounts due from or to related persons. At September 30, 2019 and December 31, 2018 , the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows: At September 30, 2019 At December 31, 2018 Carrying Estimated Carrying Estimated Value (1) Fair Value Value (1) Fair Value Mortgage notes payable $ 749,640 $ 823,036 $ 49,195 $ 48,642 (1) Includes unamortized premiums (discounts) and debt issuance costs of ($6,090) and $445 as of September 30, 2019 and December 31, 2018 , respectively. We estimate the fair value of our mortgage notes payable using discounted cash flow analyses 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
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share Issuances: On June 3, 2019, in accordance with our Trustee compensation arrangements, we granted 3,000 of our common shares, valued at $18.73 per share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, to each of our five trustees as part of their annual compensation. On September 18, 2019, we granted an aggregate of 104,200 of our common shares, valued at $21.69 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR LLC under our equity compensation plan. Distributions: During the nine months ended September 30, 2019, we declared and paid regular quarterly distributions to common shareholders as follows: Record Date Payment Date Distribution Per Share Total Distribution January 28, 2019 February 21, 2019 $0.33 $21,474 April 29, 2019 May 16, 2019 $0.33 $21,475 July 29, 2019 August 15, 2019 $0.33 $21,479 On October 17, 2019, we declared a regular quarterly distribution of $0.33 per common share, or approximately $21,500 , to shareholders of record on October 28, 2019. We expect to pay this distribution on or about November 14, 2019. Common Share Purchases: On April 5, 2019, we purchased an aggregate of 1,362 of our common shares, valued at $20.49 per common share, the closing price of our common shares on Nasdaq on that day, from one of our former officers in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. On July 3, 2019, we purchased an aggregate of 668 of our common shares, valued at $21.48 per common share, the closing price of our common shares on Nasdaq on that day, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. On September 25, 2019, we purchased an aggregate of 9,808 of our common shares, valued at $21.27 per common share, the closing price of our common shares on Nasdaq on that day, from our officers and certain other former and current employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. |
Weighted Average Common Shares
Weighted Average Common Shares | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Weighted Average Common Shares | Weighted Average Common Shares The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): Three Months Ended Nine Months ended September 30, 2019 2018 2019 2018 Weighted average common shares for basic earnings per share 65,055 65,022 65,042 63,839 Effect of dilutive securities: unvested share awards 5 — 6 — Weighted average common shares for diluted earnings per share 65,060 65,022 65,048 63,839 |
Certain Historical Arrangements
Certain Historical Arrangements and Operations Prior to our IPO | 9 Months Ended |
Sep. 30, 2019 | |
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, including 16,834,000 rentable square feet of primarily industrial lands in Hawaii and approximately 11,706,000 rentable square feet of industrial and logistics properties in 24 other states. 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. We do not 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 and allocated to us 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 . This amount is 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 the period from January 1, 2018 to January 16, 2018 were $230 . This amount is included in other operating expenses or has been capitalized, as appropriate, in our condensed consolidated financial statements. For the period from January 1, 2018 to January 16, 2018, the total amount allocated to us for reimbursements that SIR paid to RMR LLC for employment and related expenses of RMR LLC employees assigned to work exclusively or partly at properties then owned by SIR, including the Initial Properties, SIR’s share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, SIR’s share of RMR LLC’s costs for providing SIR’s internal audit function and for other agreed upon amounts with respect to SIR’s business and property management agreements with RMR LLC was $120 . This amount was 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 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 Managemen
Business and Property Management Agreements with RMR LLC | 9 Months Ended |
Sep. 30, 2019 | |
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: (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 $ 3,291 and $8,576 for the three and nine months ended September 30, 2019 , respectively, and $1,923 and $5,229 for the three months ended September 30, 2018 and for the period from January 17, 2018 through September 30, 2018 , respectively. Based on our common share total return, as defined in our business management agreement, as of September 30, 2019 , no estimated 2019 incentive fees are included in the net business management fees we recognized for the three or nine months ended September 30, 2019 . The actual amount of annual incentive fees for 2019, if any, will be based on our common share total return, as defined in our business management agreement, for the period from January 12, 2018 to December 31, 2019 and will be payable in 2020. No estimated 2018 incentive fees are included in the net business management fees we recognized for the three months ended September 30, 2018 or for the period from January 17, 2018 through September 30, 2018 . The amounts for business management fees 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 $2,098 and $5,367 for the three and nine months ended September 30, 2019 , respectively, and $1,205 and $3,327 for the three months ended September 30, 2018 and for the period from January 17, 2018 through September 30, 2018 , respectively. 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 our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR LLC’s centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit function, or as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR LLC. We reimbursed RMR LLC $ 1,203 and $3,132 for these expenses and costs for the three and nine months ended September 30, 2019 , respectively, and $809 and $2,116 for the three months ended September 30, 2018 and for the period from January 17, 2018 through September 30, 2018 , respectively. These amounts are included in other operating expenses and general and administrative expenses, as applicable, 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
Related Person Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions We have relationships and historical and continuing transactions with RMR LLC, OPI (as successor by merger to 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 and Note 9 for information regarding the management services that RMR LLC provided to SIR prior to our IPO that related to our Initial Properties. RMR LLC is a majority owned subsidiary of The RMR Group Inc., or RMR Inc., and RMR Inc. is the managing member of RMR LLC. Adam D. Portnoy, the Chair of our Board of Trustees and one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director, president and chief executive officer of RMR Inc. and an officer and employee of RMR LLC. John G. Murray, our other Managing Trustee and our President and Chief Executive Officer, also serves as an officer and employee of RMR LLC, and each of our other officers is an officer and employee of RMR LLC. See Note 7 for information relating to the awards of our common shares we made in 2019 to our officers and certain other employees of RMR LLC and common shares we purchased in 2019 from our current and former officers and certain other employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. We include amounts recognized as expense for awards of our common shares to our officers and RMR LLC employees in general and administrative expenses in our condensed consolidated statements of comprehensive income. SIR and OPI . Effective December 31, 2018, SIR merged with and into a wholly owned subsidiary of OPI. Adam Portnoy is also a managing trustee of OPI and was a managing trustee of SIR prior to its merger with OPI’s subsidiary. RMR LLC provided management services to SIR until its merger with OPI’s subsidiary and continues to provide management services to OPI and to us. As a condition to the closing of the merger, on December 27, 2018, SIR distributed all 45,000,000 of our common shares that it owned to SIR’s shareholders of record on December 20, 2018. As a result of the merger, OPI succeeded to all of SIR’s rights and obligations, including with respect to SIR’s agreements with us. OPI and SIR owed to us $532 and $865 as of September 30, 2019 and December 31, 2018, respectively, for rents that they collected from certain of our tenants and which were due to us. OPI paid these amounts due to us in October 2019 and January 2019, respectively. AIC. We, ABP Trust and five other companies to which RMR LLC provides management services currently own Affiliates Insurance Company, or AIC, an Indiana insurance company, in equal amounts. We purchased our AIC interest from SIR on December 31, 2018 for $8,632 . We (including SIR prior to our IPO) and the other AIC shareholders historically participated in a combined property insurance program arranged and reinsured in part by AIC. The policies under that program expired on June 30, 2019, and we and the other AIC shareholders elected not to renew the AIC property insurance program; we have instead purchased standalone property insurance coverage with unrelated third party insurance providers. As of September 30, 2019 and December 31, 2018, our investment in AIC had a carrying value of $9,340 and $8,632 , respectively. These amounts are included in other assets in our condensed consolidated balance sheets. We recognized income of $83 and $617 for the three and nine months ended September 30, 2019 , respectively, related to our investment in AIC, which amount is presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income. Our other comprehensive income includes our proportionate share of unrealized gains (losses) on fixed income securities, which are owned by AIC, related to our investment in AIC. AIC is in the process of dissolving. In connection with its dissolution, we expect to receive a capital distribution in the fourth quarter of 2019. For further information about these and other such relationships and certain other related person transactions, see our 2018 Annual Report. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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, or we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2018 , or our 2018 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. Reclassifications have been made to the prior year’s condensed consolidated financial statements to conform to the current year’s presentation. In part because of the significant changes resulting from our initial public offering, or 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 our former parent, Select Income REIT, or SIR, a former publicly traded real estate investment trust, or REIT, that merged with and into a wholly owned subsidiary of Office Properties Income Trust, or OPI, on December 31, 2018. |
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 purchase price allocations, useful lives of fixed assets, impairments of real estate and related intangibles. |
Recent Accounting Pronouncements | In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, Leases . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors . Collectively, these standards set 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. ASU No. 2016-02 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. These standards were effective as of January 1, 2019. Upon adoption, we applied the package of practical expedients that has allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method in ASU No. 2018-11, which has allowed us to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the adoption period, although we did not have an adjustment. Additionally, our leases met the criteria in ASU No. 2018-11 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. The adoption of ASU No. 2016-02 and the related improvements did not have a material impact in our condensed consolidated financial statements. Upon adoption, (i) amounts previously recognized as tenant reimbursements and other income, which totaled $5,650 and $16,986 for the three and nine months ended September 30, 2018 , respectively, have been reclassified as rental income, (ii) allowances for bad debts are now recognized as a direct reduction of rental income, and (iii) legal costs associated with the execution of our leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. Subsequent to January 1, 2019, provisions for credit losses are included in rental income in our condensed consolidated financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in other operating expenses in our condensed consolidated financial statements and prior periods are not reclassified to conform to the current presentation. 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 will be 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 although lease related receivables are governed by the lease standards referred to above and are not subject to ASU No. 2016-13. We currently expect to adopt the standard using the modified retrospective approach. |
Fair Value of Assets and Liabilities | We estimate the fair value of our mortgage notes payable using discounted cash flow analyses 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. |
Real Estate Properties (Tables)
Real Estate Properties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of real estate properties | We allocated the purchase prices for these acquisitions based on the estimated fair value of the acquired assets and assumed liabilities as follows: Acquired Number Rentable Buildings Acquired Real Estate Discount of Square Purchase and Real Estate Lease on Assumed Date Market Area Properties Feet Price Land Improvements Leases Obligations Debt February 2019 2 mainland states 7 3,708,343 $ 250,276 $ 19,558 $ 205,811 $ 24,907 $ — $ — April 2019 Indianapolis, IN 1 493,500 30,517 2,817 24,836 2,864 — — April 2019 12 mainland states 20 8,694,321 628,323 52,546 519,695 56,715 (1,965 ) 1,332 August 2019 Columbus, OH 2 392,016 32,309 2,393 27,372 2,544 — — 30 13,288,180 $ 941,425 $ 77,314 $ 777,714 $ 87,030 $ (1,965 ) $ 1,332 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | The following table presents our operating lease maturity analysis as of September 30, 2019 : Year Amount 2019 $ 50,503 2020 201,117 2021 196,700 2022 186,968 2023 166,945 Thereafter 1,262,250 Total $ 2,064,483 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and the estimated fair market value of mortgage notes payable | At September 30, 2019 and December 31, 2018 , the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows: At September 30, 2019 At December 31, 2018 Carrying Estimated Carrying Estimated Value (1) Fair Value Value (1) Fair Value Mortgage notes payable $ 749,640 $ 823,036 $ 49,195 $ 48,642 (1) Includes unamortized premiums (discounts) and debt issuance costs of ($6,090) and $445 as of September 30, 2019 and December 31, 2018 , respectively. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Dividends Declared and Paid | During the nine months ended September 30, 2019, we declared and paid regular quarterly distributions to common shareholders as follows: Record Date Payment Date Distribution Per Share Total Distribution January 28, 2019 February 21, 2019 $0.33 $21,474 April 29, 2019 May 16, 2019 $0.33 $21,475 July 29, 2019 August 15, 2019 $0.33 $21,479 |
Weighted Average Common Shares
Weighted Average Common Shares (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): Three Months Ended Nine Months ended September 30, 2019 2018 2019 2018 Weighted average common shares for basic earnings per share 65,055 65,022 65,042 63,839 Effect of dilutive securities: unvested share awards 5 — 6 — Weighted average common shares for diluted earnings per share 65,060 65,022 65,048 63,839 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Rental income | $ 60,958 | $ 40,431 | $ 167,035 | $ 120,456 |
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Rental income | $ 5,650 | $ 16,986 |
Real Estate Properties - Narrat
Real Estate Properties - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2019USD ($)ft²property | Sep. 30, 2019USD ($)ft²statepropertybuilding | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)ft²statepropertysegmentbuilding | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 29, 2017ft²stateproperty | |
Real Estate Properties [Line Items] | |||||||
Number of properties owned | property | 300 | 300 | 266 | ||||
Net rentable area | ft² | 42,745,000 | 42,745,000 | 28,540,000 | ||||
Number of business segments | segment | 1 | ||||||
Rental income | $ 60,958 | $ 40,431 | $ 167,035 | $ 120,456 | |||
Number of properties acquired | property | 30 | ||||||
Commitments related to tenant improvements and leasing costs | $ 1,268 | ||||||
Net rentable area | ft² | 729,000 | 729,000 | |||||
Committed bus unspent tenant related obligations | $ 404 | $ 404 | |||||
Accrued environmental remediation costs | 6,940 | 6,940 | $ 6,940 | ||||
Amazon Inc Subsidiaries | |||||||
Real Estate Properties [Line Items] | |||||||
Rental income | $ 8,992 | $ 3,874 | $ 22,557 | $ 12,104 | |||
Sales Revenue, Net | Customer Concentration Risk | Amazon Inc Subsidiaries | |||||||
Real Estate Properties [Line Items] | |||||||
Percentage of revenues | 14.80% | 9.60% | 13.50% | 10.00% | |||
Hawaii | |||||||
Real Estate Properties [Line Items] | |||||||
Net rentable area | ft² | 16,756,000 | 16,756,000 | 16,834,000 | ||||
Number of buildings, leasable land parcels easements | building | 226 | 226 | |||||
Hawaii | Sales Revenue, Net | Geographic Concentration Risk | |||||||
Real Estate Properties [Line Items] | |||||||
Percentage of revenues | 40.50% | 60.10% | 45.20% | 60.30% | |||
Other States | |||||||
Real Estate Properties [Line Items] | |||||||
Number of properties owned | building | 74 | 74 | |||||
Net rentable area | ft² | 25,989,000 | 25,989,000 | 11,706,000 | ||||
Number of states where real estate is located | state | 29 | 29 | 24 | ||||
Indianapolis and Cincinnati | |||||||
Real Estate Properties [Line Items] | |||||||
Net rentable area | ft² | 13,288,180 | 13,288,180 | |||||
Acquisition related costs | $ 4,675 | ||||||
12 mainland states | |||||||
Real Estate Properties [Line Items] | |||||||
Number of properties acquired | property | 20 | ||||||
Office and Industrial Properties | |||||||
Real Estate Properties [Line Items] | |||||||
Net rentable area | ft² | 13,288,180 | 13,288,180 | |||||
Payments to acquire property, plant, and equipment | $ 941,425 | ||||||
Office and Industrial Properties | 12 mainland states | |||||||
Real Estate Properties [Line Items] | |||||||
Net rentable area | ft² | 8,694,321 | ||||||
Number of properties acquired | property | 20 | ||||||
Payments to acquire property, plant, and equipment | $ 628,323 |
Real Estate Properties - Schedu
Real Estate Properties - Schedule of Real Estate Properties (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Aug. 31, 2019USD ($)ft²property | Apr. 30, 2019USD ($)ft²property | Feb. 28, 2019USD ($)ft²property | Sep. 30, 2019USD ($)ft²property | Dec. 31, 2018USD ($) | Sep. 29, 2017ft² | |
Real Estate [Line Items] | ||||||
Number of properties acquired | property | 30 | |||||
Rentable Square Feet | ft² | 42,745,000 | 28,540,000 | ||||
Land | $ 747,814 | $ 670,501 | ||||
Buildings and Improvements | 1,580,689 | 791,895 | ||||
Acquired Real Estate Leases | 145,555 | 75,803 | ||||
Assumed real estate lease obligations, net | $ (18,087) | $ (18,316) | ||||
Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Rentable Square Feet | ft² | 13,288,180 | |||||
Purchase Price | $ 941,425 | |||||
Land | 77,314 | |||||
Buildings and Improvements | 777,714 | |||||
Acquired Real Estate Leases | 87,030 | |||||
Assumed real estate lease obligations, net | (1,965) | |||||
Assumption of mortgage debt | $ 1,332 | |||||
2 mainland states | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Number of properties acquired | property | 7 | |||||
Rentable Square Feet | ft² | 3,708,343 | |||||
Purchase Price | $ 250,276 | |||||
Land | 19,558 | |||||
Buildings and Improvements | 205,811 | |||||
Indianapolis, IN | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Number of properties acquired | property | 1 | |||||
Rentable Square Feet | ft² | 493,500 | |||||
Purchase Price | $ 30,517 | |||||
Land | 2,817 | |||||
Buildings and Improvements | $ 24,836 | |||||
12 mainland states | ||||||
Real Estate [Line Items] | ||||||
Number of properties acquired | property | 20 | |||||
Assumption of mortgage debt | $ 56,980 | |||||
12 mainland states | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Number of properties acquired | property | 20 | |||||
Rentable Square Feet | ft² | 8,694,321 | |||||
Purchase Price | $ 628,323 | |||||
Land | 52,546 | |||||
Buildings and Improvements | 519,695 | |||||
Columbus, OH | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Number of properties acquired | property | 2 | |||||
Rentable Square Feet | ft² | 392,016 | |||||
Purchase Price | $ 32,309 | |||||
Land | 2,393 | |||||
Buildings and Improvements | 27,372 | |||||
Acquired Real Estate Leases | 2 mainland states | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Acquired Real Estate Leases | 24,907 | |||||
Assumed real estate lease obligations, net | 0 | |||||
Assumption of mortgage debt | $ 0 | |||||
Acquired Real Estate Leases | Indianapolis, IN | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Acquired Real Estate Leases | 2,864 | |||||
Assumed real estate lease obligations, net | 0 | |||||
Assumption of mortgage debt | 0 | |||||
Acquired Real Estate Leases | 12 mainland states | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Acquired Real Estate Leases | 56,715 | |||||
Assumed real estate lease obligations, net | (1,965) | |||||
Assumption of mortgage debt | $ 1,332 | |||||
Acquired Real Estate Leases | Columbus, OH | Office and Industrial Properties | ||||||
Real Estate [Line Items] | ||||||
Acquired Real Estate Leases | 2,544 | |||||
Assumed real estate lease obligations, net | 0 | |||||
Assumption of mortgage debt | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Certain variable payments | $ 10,915 | $ 28,679 |
Tenant reimbursements | $ 10,915 | $ 27,517 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 50,503 |
2020 | 201,117 |
2021 | 196,700 |
2022 | 186,968 |
2023 | 166,945 |
Thereafter | 1,262,250 |
Total | $ 2,064,483 |
Indebtedness (Details)
Indebtedness (Details) ft² in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2019USD ($)ft²property | Apr. 30, 2019USD ($)ft²property | Jan. 31, 2019USD ($)ft²property | Sep. 30, 2019USD ($)propertynote | Sep. 30, 2018 | Sep. 30, 2019USD ($)propertynoteoption | Sep. 30, 2018 | Oct. 28, 2019USD ($) | Dec. 31, 2018USD ($) | |
Indebtedness | |||||||||
Revolving credit facility | $ 650,000,000 | $ 650,000,000 | $ 413,000,000 | ||||||
Mortgage loan | $ 650,000,000 | ||||||||
Number of properties securing mortgage note | property | 186 | 188 | 188 | ||||||
Amount of square feet of property securing mortgage note | ft² | 9.6 | ||||||||
Interest rate (as a percent) | 4.31% | ||||||||
Number of properties acquired | property | 30 | ||||||||
Aggregate net book value of real estate properties collateralized | $ 662,565,000 | $ 662,565,000 | |||||||
Revolving credit facility | |||||||||
Indebtedness | |||||||||
Revolving credit facility | 650,000,000 | 650,000,000 | |||||||
Maximum borrowing capacity of revolving credit facility and term loan | 750,000,000 | $ 750,000,000 | |||||||
Number of options to extend maturity date | option | 2 | ||||||||
Period of extension of maturity date | 6 months | ||||||||
Option to increase maximum borrowing capacity | $ 1,500,000,000 | $ 1,500,000,000 | |||||||
Commitment fee percentage | 0.15% | ||||||||
Interest rate at the end of the period (as a percent) | 3.59% | 3.59% | 3.81% | ||||||
Weighted average interest rate (as a percent) | 3.73% | 3.39% | 3.75% | 3.21% | |||||
Remaining borrowing capacity | $ 100,000,000 | $ 100,000,000 | |||||||
Mortgage note payable | |||||||||
Indebtedness | |||||||||
Number of mortgage notes | note | 3 | 3 | |||||||
Assumed mortgage principal | $ 755,730,000 | $ 755,730,000 | |||||||
London Interbank Offered Rate (LIBOR) | Revolving credit facility | |||||||||
Indebtedness | |||||||||
Basis spread on variable rate | 1.55% | ||||||||
12 mainland states | |||||||||
Indebtedness | |||||||||
Number of properties securing mortgage note | property | 1 | ||||||||
Number of properties acquired | property | 20 | ||||||||
Mortgage debt | $ 56,980,000 | ||||||||
Discount on assumed debt | $ 1,332,000 | ||||||||
Effective interest rate | 4.22% | ||||||||
Ruskin, FL | |||||||||
Indebtedness | |||||||||
Amount of square feet of property securing mortgage note | ft² | 1 | ||||||||
Interest rate (as a percent) | 3.60% | ||||||||
Subsequent Event | Revolving credit facility | |||||||||
Indebtedness | |||||||||
Revolving credit facility | $ 310,000,000 | ||||||||
Remaining borrowing capacity | $ 440,000,000 | ||||||||
Mortgage Loan Maturing November 2029 | Subsequent Event | |||||||||
Indebtedness | |||||||||
Interest rate (as a percent) | 3.33% | ||||||||
Mortgage Loan Maturing November 2029 | Subsequent Event | Mortgage note payable | |||||||||
Indebtedness | |||||||||
Mortgage loan | $ 350,000 | ||||||||
Number of properties securing mortgage note | property | 11 | ||||||||
Amount of square feet of property securing mortgage note | ft² | 8 |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value of Financial Instruments | ||
Mortgage notes payable | $ 749,640 | $ 49,195 |
Carrying Value | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable | 749,640 | 49,195 |
Estimated Fair Value | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable | 823,036 | 48,642 |
Mortgage note payable | ||
Fair Value of Financial Instruments | ||
Unamortized premium | $ (6,090) | $ (445) |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 17, 2019 | Sep. 25, 2019 | Sep. 18, 2019 | Aug. 15, 2019 | Jul. 03, 2019 | Jun. 03, 2019 | May 16, 2019 | Apr. 05, 2019 | Feb. 21, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 |
Shareholders' Equity | ||||||||||||||
Common shares granted (in shares) | 104,200 | 3,000 | ||||||||||||
Per share value of common shares granted (in dollars per share) | $ 21.69 | $ 18.73 | ||||||||||||
Dividends paid (in dollars per share) | $ 0.33 | $ 0.33 | $ 0.33 | |||||||||||
Dividends paid | $ 21,479 | $ 21,475 | $ 21,474 | $ 21,479 | $ 21,475 | $ 21,474 | $ 21,457 | $ 17,551 | ||||||
Common shares | ||||||||||||||
Shareholders' Equity | ||||||||||||||
Share repurchased to pay for tax withholding (in shares) | 9,808 | 668 | 1,362 | |||||||||||
Share price (in dollars per share) | $ 21.27 | $ 21.48 | $ 20.49 | |||||||||||
Subsequent Event | ||||||||||||||
Shareholders' Equity | ||||||||||||||
Dividends paid (in dollars per share) | $ 0.33 | |||||||||||||
Dividends paid | $ 21,500 |
Weighted Average Common Share_2
Weighted Average Common Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares for basic earnings per share (in shares) | 65,055 | 65,022 | 65,042 | 63,839 |
Effect of dilutive securities: unvested share awards (in shares) | 5 | 0 | 6 | 0 |
Weighted average common shares for diluted earnings per share (in shares) | 65,060 | 65,022 | 65,048 | 63,839 |
Certain Historical Arrangemen_2
Certain Historical Arrangements and Operations Prior to our IPO (Details) $ in Thousands | Sep. 29, 2017USD ($)ft²stateproperty | Jan. 16, 2018USD ($) | Sep. 30, 2019USD ($)ft²statepropertyagreementbuilding | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($)ft²statepropertyagreementbuilding | Jan. 17, 2018agreement |
Line of Credit Facility [Line Items] | |||||||
Number of properties owned | property | 266 | 300 | 300 | ||||
Net rentable area | ft² | 28,540,000 | 42,745,000 | 42,745,000 | ||||
Reit Management And Research L L C | |||||||
Line of Credit Facility [Line Items] | |||||||
Business management fees | $ 308 | $ 3,291 | $ 1,923 | $ 5,229 | |||
Construction supervision fees | 230 | 2,098 | 5,367 | 3,327 | $ 1,205 | ||
Related party reimbursement expense | $ 120 | $ 1,203 | $ 3,132 | $ 2,116 | $ 809 | ||
Number of management service agreements | agreement | 2 | 2 | 2 | ||||
Hawaii | |||||||
Line of Credit Facility [Line Items] | |||||||
Net rentable area | ft² | 16,834,000 | 16,756,000 | 16,756,000 | ||||
Other States | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of properties owned | building | 74 | 74 | |||||
Net rentable area | ft² | 11,706,000 | 25,989,000 | 25,989,000 | ||||
Number of states where real estate is located | state | 24 | 29 | 29 | ||||
Select Income REIT | |||||||
Line of Credit Facility [Line Items] | |||||||
Payments of stock issuance costs | $ 7,271 |
Business and Property Managem_2
Business and Property Management Agreements with RMR LLC (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Jan. 16, 2018USD ($) | Sep. 30, 2019USD ($)employeeagreement | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($)employeeagreement | Jan. 17, 2018agreement | |
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 | $ 3,291 | $ 1,923 | $ 5,229 | ||
Construction supervision fees | 230 | 2,098 | 5,367 | 3,327 | $ 1,205 | |
Related party reimbursement expense | $ 120 | $ 1,203 | $ 3,132 | $ 2,116 | $ 809 |
Related Person Transactions - N
Related Person Transactions - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019USD ($)agreementshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)agreementshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 27, 2018shares | Jan. 17, 2018agreement | |
Related Party Transaction [Line Items] | |||||||
Common shares, shares issued (in shares) | shares | 65,181,913 | 65,181,913 | 65,074,791 | ||||
Due from related persons | $ 532 | $ 532 | $ 1,390 | ||||
Income in AIC investment | 83 | $ 0 | 617 | $ 0 | |||
Select Income REIT | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related persons | $ 532 | $ 532 | 865 | ||||
Select Income REIT | Industrial Logistics Properties Trust | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, shares issued (in shares) | shares | 45,000,000 | ||||||
Reit Management And Research L L C | |||||||
Related Party Transaction [Line Items] | |||||||
Number of management service agreements | agreement | 2 | 2 | 2 | ||||
AIC | |||||||
Related Party Transaction [Line Items] | |||||||
Cost to acquire investment | 8,632 | ||||||
Investments in AIC | $ 9,340 | $ 9,340 | $ 8,632 | ||||
Income in AIC investment | $ 83 | $ 617 |