Real Estate Investments | Real Estate Investments As of September 30, 2022, our portfolio was comprised of 413 consolidated properties containing approximately 59,962,000 rentable square feet, including 226 buildings, leasable land parcels and easements containing approximately 16,729,000 rentable square feet of primarily industrial lands located on the island of Oahu, Hawaii, or our Hawaii Properties, and 187 properties containing approximately 43,233,000 rentable square feet of industrial properties located in 38 other states, or our Mainland Properties, which includes 94 properties owned by a consolidated joint venture arrangement in which we own a 61% equity interest. As of September 30, 2022, we also owned a 22% equity interest in an unconsolidated joint venture which owns 18 properties located in 12 states totaling approximately 11,726,000 rentable square feet. We operate in one business segment: ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands. For the three months ended September 30, 2022 and 2021, approximately 26.8% and 50.5%, respectively, of our rental income was from our Hawaii Properties. For the nine months ended September 30, 2022 and 2021, approximately 30.6% and 50.7%, respectively, of our rental income was from our Hawaii properties. As of September 30, 2022, we had a concentration of properties leased to tenants, including their applicable subsidiaries, that leased over 5% of our total rentable square footage. The impact of these tenants on our revenue are as follows: Weighted % of Average Rentable Number Remaining Square of Lease Term Rental Income Rental Income Feet States (in years) Three Months Ended Nine Months Ended Tenant As of September 30, 2022 9/30/2022 9/30/2021 9/30/2022 9/30/2021 Federal Express Corporation/ FedEx Ground Package System, Inc. 22.0 % 34 7.3 $ 31,697 30.7 % $ 2,706 4.9 % $ 76,227 27.0 % $ 8,152 5.0 % Amazon.com Services, Inc./ Amazon.com Services LLC 7.7 % 6 6.2 7,244 7.0 % 5,231 9.5 % 20,095 7.1 % 16,117 9.9 % Home Depot U.S.A., Inc. 5.7 % 3 26.3 3,346 3.2 % 1,322 2.4 % 10,169 3.6 % 3,948 2.4 % Total 35.4 % 34 13.3 $ 42,287 40.9 % $ 54,982 16.8 % $ 106,491 37.7 % $ 163,378 17.3 % Acquisition Activities On February 25, 2022, we completed the acquisition of MNR pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022, or the Merger Agreement, by and among us, Maple Delaware Merger Sub LLC, a Delaware limited liability company and our wholly owned subsidiary, or Merger Sub, and MNR. At the effective time on February 25, 2022, or the Effective Time, MNR merged with and into Merger Sub, with Merger Sub continuing as the surviving entity, and the separate existence of MNR ceased. MNR’s portfolio included 124 Class A, single tenant, net leased, e-commerce focused industrial properties containing approximately 25,745,000 rentable square feet and two then committed, but not yet then completed, property acquisitions. The aggregate value of the consideration paid in the Merger was $3,739,048, including the assumption of $323,432 aggregate principal amount of former MNR mortgage debt, the repayment of $885,269 of MNR debt and the payment of certain transaction fees and expenses, net of MNR’s cash on hand, and excluding two then pending property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs. Pursuant to the terms set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of MNR that was issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $21.00 per share in cash, or the Common Stock Consideration, and each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of MNR, that was issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive an amount in cash equal to $25.00 plus accumulated and unpaid dividends, or the Preferred Stock Consideration. At the Effective Time, each MNR stock option and restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and converted into the right to receive, in the case of stock options, the difference between the Common Stock Consideration and the exercise price and, in the case of restricted stock awards, the Common Stock Consideration. Any out-of-money stock options were canceled for no consideration. Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 MNR properties, including two then committed, but not yet then completed, property acquisitions. The investor acquired a 39% equity interest in the joint venture from us for $589,411, as of the completion of this transaction, and we retained the remaining 61% equity interest in the joint venture. In connection with the transaction, the joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt secured by 11 properties and entered into a $1,400,000 floating rate CMBS loan secured by 82 properties, or the Floating Rate Loan. The Floating Rate Loan matures in March 2024, subject to three one year extension options, and requires that interest be paid at an annual rate based on the secured overnight financing rate, or SOFR, plus a premium of 2.77%. See Notes 4, 9, 10 and 11 for more information regarding this joint venture and related loans. In connection with the closing of the Merger, we entered into a $1,385,158 bridge loan facility secured by 109 of our properties, or the Bridge Loan. We also entered into a $700,000 fixed rate CMBS loan secured by 17 of our properties, or the Fixed Rate Loan. The Bridge Loan was scheduled to mature in February 2023 and required that interest be paid at an annual rate of SOFR plus a weighted average premium of 2.92%. The Bridge Loan was repaid in full on September 22, 2022. The Fixed Rate Loan matures in March 2032 and requires that interest be paid at a weighted average annual interest rate of 4.42%. The Floating Rate Loan, the Bridge Loan and the Fixed Rate Loan are collectively referred to as the Loans. See Note 4 for more information regarding the Loans. We used the proceeds from our sale of the equity interest in our joint venture in which we retained a 61% equity interest to partially fund our acquisition of MNR. We funded our equity interest in that joint venture and the balance of the acquisition of MNR with proceeds from the Bridge Loan and the Fixed Rate Loan. In connection with the Merger and the Loans, we repaid the outstanding principal balance under our $750,000 unsecured revolving credit facility and then terminated the agreement governing the facility, which was scheduled to expire in June 2022, in accordance with its terms and without penalty. The following table summarizes the purchase price allocation for the Merger: Land $ 430,818 Buildings 3,035,309 Acquired real estate leases (1) 294,576 Cash 8,814 Other assets, net 14,194 Securities available for sale (2) 146,550 Total assets 3,930,261 Mortgage notes payable, at fair value (323,432) Accounts payable and other liabilities (25,327) Assumed real estate lease obligations (17,829) Equity attributable to noncontrolling interest on the joint venture (3,827) Net assets acquired 3,559,846 Assumed working capital (144,230) Assumed mortgage notes payable, principal 323,432 Purchase price $ 3,739,048 (1) As of the date of acquisition, the weighted average amortization periods for the above market lease values, lease origination value and capitalized below (2) As part of the Merger, we acquired a portfolio of marketable securities and classified them as available for sale. During the nine months ended September 30, 2022, we sold all of these securities with a cost of $146,550 for net proceeds of $140,792, resulting in a $5,758 realized loss on sale of equity securities for the nine months ended September 30, 2022. In July 2022, our consolidated joint venture acquired a property located in Augusta, GA containing 226,000 rentable square feet for a purchase price of approximately $38,053, including acquisition related costs of $53. This property is 100% leased to a single tenant with a remaining lease term of approximately 14.9 years at the time of acquisition. We allocated the purchase price for this acquisition based on the estimated fair value of the acquired assets as follows: Purchase Buildings and Acquired Real Estate Price Land Improvements Leases $ 38,053 $ 3,818 $ 30,780 $ 3,455 This property was one of two committed MNR property acquisitions at the time of the Merger and was acquired directly by our consolidated joint venture. In September 2022, our consolidated joint venture terminated the agreement for the other committed MNR property acquisition. During the nine months ended September 30, 2022, we committed $15,304 for expenditures related to leasing related costs for leases executed during the period for approximately 6,442,000 square feet. As of September 30, 2022, committed, but unspent, tenant related obligations based on existing leases were $25,939. Certain of our industrial lands in Hawaii may require environmental remediation, especially if the use of those lands changes; however, we do not have plans to change the use of those lands. As of both September 30, 2022 and December 31, 2021, accrued environmental remediation costs of $6,940 were included in accounts payable and other liabilities in our condensed consolidated balance sheets. These accrued environmental remediation costs relate to the maintenance of our properties for their current uses, and, because of the indeterminable timing of the remediation, these amounts have not been discounted to present value. In general, we do not have insurance designated to limit any losses that we may incur as a result of known or unknown environmental conditions which are not caused by an insured event, such as fire or flood, although some of our tenants may maintain such insurance that may benefit us. While we do not believe that there are environmental conditions at any of our properties that will have a material adverse effect on us, we cannot be sure that such conditions are not present at our properties or that costs we incur to remediate contamination will not have a material adverse effect on our business or financial condition. Charges for environmental remediation costs, if any, are included in other operating expenses in our condensed consolidated statements of comprehensive income (loss). Disposition Activities During the nine months ended September 30, 2022, we recorded a $100,747 loss on impairment of real estate to adjust the carrying value of 25 properties to their estimated fair value, due to a change in plans to sell and the reclassification of those properties from held for sale to held and used. See Note 5 for further information on these properties. Joint Venture Activities As of September 30, 2022, we have equity investments in our joint ventures that consist of the following: ILPT Carrying Value ILPT of Investment Number of Square Joint Venture Presentation Ownership at September 30, 2022 Properties Location Feet Mountain Industrial REIT LLC Consolidated 61% N/A 94 Various 20,981,000 The Industrial Fund REIT LLC Unconsolidated 22% $ 145,693 18 Various 11,726,000 The following table provides a summary of the mortgages of our joint ventures: Principal Balance Interest at September 30, Joint Venture (Consolidated) Rate Maturity Date 2022 (1) Mortgage notes payable (secured by 11 properties in 10 states) 3.67% (2) Various $ 310,842 Mortgage notes payable (secured by 82 properties in 25 states) 5.62% 3/9/2024 1,400,000 Weighted average/total 5.27% $ 1,710,842 (1) Amounts are not adjusted for our interest; none of the debt is recourse to us, subject to certain limitations. (2) Represents weighted average interest rate as of September 30, 2022. Principal Balance Interest at September 30, Joint Venture (Unconsolidated) Rate Maturity Date 2022 (1) Mortgage notes payable (secured by one property in Florida) 3.60% (2) 10/1/2023 $ 56,980 Mortgage notes payable (secured by 11 other properties in eight states) 3.33% (2) 11/7/2029 350,000 Mortgage notes payable (secured by 5 properties in four states) 4.22% 10/1/2027 97,000 Weighted average/total 3.53% (2) $ 503,980 (1) Amounts are not adjusted for our minority interest; none of the debt is recourse to us. (2) Includes the effect of mark to market purchase accounting. Consolidated Joint Venture - Mountain Industrial REIT LLC Immediately following the closing of the Merger, we entered into a joint venture arrangement with an institutional investor for 95 of the acquired MNR properties in 27 states, including two then committed, but not yet then completed, property acquisitions. The investor acquired a 39% noncontrolling equity interest in the joint venture from us for $589,411, as of the completion of this transaction, and we retained the remaining 61% equity interest in the joint venture. The joint venture assumed $323,432 aggregate principal amount of former MNR mortgage debt on certain of the properties. In July 2022, our consolidated joint venture completed one of the two committed MNR property acquisitions, and in September 2022, our consolidated joint venture terminated the agreement for the other committed MNR property acquisition. We control this joint venture and therefore account for the properties on a consolidated basis in our condensed consolidated financial statements. We recognized a 39% noncontrolling interest in our condensed consolidated financial statements for the three and nine months ended September 30, 2022. The portion of this joint venture's net loss not attributable to us, or $38,318 and $49,360 for the three and nine months ended September 30, 2022, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income (loss). During the nine months ended September 30, 2022, this joint venture made aggregate cash distributions of $1,365 to the other joint venture investor, which is reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets. No distributions were made during the three months ended September 30, 2022. See Notes 1, 4, 5, 9, 10 and 11 for more information regarding this joint venture. Unconsolidated Joint Venture - The Industrial Fund REIT LLC As of September 30, 2022 and December 31, 2021, we also owned a 22% interest in an unconsolidated joint venture with 18 properties in 12 states. We account for the unconsolidated joint venture under the equity method of accounting under the fair value option. We recorded a change in the fair value of our investment in the unconsolidated joint venture of $3,297 and $998 for the three months ended September 30, 2022 and 2021, respectively, and $6,634 and $5,455 for the nine months ended September 30, 2022 and 2021, respectively, as equity in earnings of unconsolidated joint venture in our condensed consolidated statements of comprehensive income (loss). In addition, the unconsolidated joint venture made aggregate cash distributions to us of $1,320 and $660 during the three months ended September 30, 2022 and 2021, respectively, and $3,962 and $1,980, during the nine months ended September 30, 2022 and 2021, respectively. In October 2022, the unconsolidated joint venture made a cash distribution to us of $20,900, including amounts related to a debt financing. See Notes 1, 4, 5, 9, 10 and 11 for more information regarding our joint ventures. |