What changed in this filing

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Item 1. Financial Statements

2020-07-29 compared with 2020-04-30 · 107 added, 60 removed, 264 unchanged (39% of the section changed)

41 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Rental income

6 unchanged sentences

Interest expense (including net amortization of debt issuance costs, premiums and discounts of $642, $494, $1,229 and $897, respectively)

Gain on early extinguishment of debt

Income before income tax expense and equity in earnings of an investee

17 unchanged sentences

Attributable to

Comprehensive

Noncontrolling

6 unchanged sentences

Balance at March 31, 2020

Net income (loss)

Share repurchases

Distributions to common shareholders

Distributions to noncontrolling interest

Balance at June 30, 2020

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands)

Comprehensive

Distributions

Balance at December 31, 2018

2 unchanged sentences

Balance at March 31, 2019

Equity in unrealized gains of investee

Share repurchases

Share forfeitures

Distributions to common shareholders

Balance at June 30, 2019

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Straight line rental income

Gain on early extinguishment of debt

Other non-cash expenses

12 unchanged sentences

Real estate improvements

Distributions in excess of earnings from Affiliates Insurance Company

Net cash used in investing activities

3 unchanged sentences

Repayments of revolving credit facility

Repayment of mortgage note payable

Payment of debt issuance costs

1 unchanged sentence

Proceeds from noncontrolling interest, net

Distributions to noncontrolling interest

Repurchase of common shares

Net cash provided by financing activities

(Decrease) increase in cash, cash equivalents and restricted cash

Increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

3 unchanged sentences

Income taxes paid

NON-CASH INVESTING ACTIVITIES:

Real estate acquired by assumption of mortgage note payable

NON-CASH FINANCING ACTIVITIES:

Assumption of mortgage note payable

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

23 unchanged sentences

We concluded that we must consolidate this VIE because we are the entity with the power to direct the activities that most significantly impact the VIE’s economic performance and we have the obligation to absorb losses of, and the right to receive benefits from, the VIE that could be significant to the VIE, and therefore are the primary beneficiary of the VIE.

The assets of this VIE were $ 667,054 as of March 31, 2020 and consist primarily of the real estate owned by the joint venture.

The liabilities of this VIE were $ 408,212 as of March 31, 2020 and consist primarily of mortgage debts on the properties.

The assets of this VIE were $ 660,958 as of June 30, 2020 and consist primarily of the real estate owned by the joint venture.

The liabilities of this VIE were $ 408,181 as of June 30, 2020 and consist primarily of mortgage debts secured by the properties owned by the joint venture.

The joint venture investor's interest in this consolidated entity is reflected as noncontrolling interest in our condensed consolidated financial statements.

8 unchanged sentences

Real Estate Properties

As of March 31, 2020 , we owned 301 properties with a total of approximately 43,759,000 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 75 properties with a total of approximately 27,003,000 rentable square feet of industrial properties located in 30 other states, or our Mainland Properties, including 12 properties with approximately 9,227,000 rentable square feet owned by a joint venture in which we own a 61 % equity interest.

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 March 31, 2020 and 2019, approximately 41.1 % and 55.3 % , 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 $ 9,662 , or 15.0 % , and $ 4,865 , or 10.6 % , of our rental income for the three months ended March 31, 2020 and 2019, respectively.

As of June 30, 2020 , we owned 301 properties with a total of approximately 43,759,000 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 75 properties with a total of approximately 27,003,000 rentable square feet of industrial properties located in 30 other states, or our Mainland Properties, including 12 properties with approximately 9,227,000 rentable square feet owned by a joint venture in which we own a 61 % equity interest.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

During the three months ended March 31, 2020 , we completed the acquisition of an industrial property containing 820,384 rentable square feet for a purchase price of $ 71,628 , including acquisition related costs of $ 147 .

We operate in one business segment:

ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands.

For the three months ended June 30, 2020 and 2019, approximately 41.3 % and 42.2 % , respectively, of our rental income was from our Hawaii Properties.

For the six months ended June 30, 2020 and 2019, approximately 41.2 % and 47.9 % , 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 $ 10,399 , or 16.0 % , and $ 8,700 , or 14.5 % , of our rental income for the three months ended June 30, 2020 and 2019, respectively, and $ 20,061 , or 15.5 % , and $ 13,565 , or 12.8 % , of our rental income for the six months ended June 30, 2020 and 2019, respectively.

During the six months ended June 30, 2020 , we completed the acquisition of an industrial property containing 820,384 rentable square feet for a purchase price of $ 71,628 , including acquisition related costs of $ 147 .

This acquisition was accounted for as an asset acquisition.

1 unchanged sentence

February 2020

During the three months ended March 31, 2020 , we committed $ 458 for expenditures related to tenant improvements and leasing costs for leases executed during the period for approximately 49,000 square feet.

Committed but unspent tenant related obligations based on existing leases as of March 31, 2020 were $ 807 .

During the six months ended June 30, 2020 , we committed $ 687 for expenditures related to tenant improvements and leasing costs for leases executed during the period for approximately 363,000 square feet.

Committed but unspent tenant related obligations based on existing leases as of June 30, 2020 were $ 561 .

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.

As of both March 31, 2020 and December 31, 2019 , accrued environmental remediation costs of $ 6,940 were included in accounts payable and other liabilities in our condensed consolidated balance sheets.

As of both June 30, 2020 and December 31, 2019 , 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.

9 unchanged sentences

We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred.

Such payments totaled $ 11,520 and $ 8,281 for the three months ended March 31, 2020 and 2019, respectively, of which tenant reimbursements totaled $ 11,275 and $ 7,119 , respectively.

We increased rental income to record revenue on a straight line basis by $ 1,967 and $ 979 for the three months ended March 31, 2020 and 2019, respectively.

Rents receivable include $ 60,303 and $ 58,336 of straight line rents at March 31, 2020 and December 31, 2019, respectively.

Certain of our tenants have requested relief from their obligations to pay rent due to us in response to the current economic conditions resulting from the COVID-19 pandemic.

As of April 27, 2020, we granted requests for certain of our tenants to defer rent payments totaling $ 2,132 .

These tenants will be obligated to pay, in most cases, the deferred rents in 12 equal monthly installments commencing in September 2020.

Such payments totaled $ 11,640 and $ 9,483 for the three months ended June 30, 2020 and 2019, respectively, of which tenant reimbursements totaled $ 11,395 and $ 9,483 , respectively, and $ 23,160 and $ 17,764 for the six months ended June 30, 2020 and 2019, respectively, of which tenant reimbursements totaled $ 22,670 and $ 16,602 , respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

As of March 31, 2020, our outstanding indebtedness consisted of the following:

We increased rental income to record revenue on a straight line basis by $ 2,096 and $ 2,002 for the three months ended June 30, 2020 and 2019, respectively, and $ 4,063 and $ 2,981 for the six months ended June 30, 2020 and 2019, respectively.

Rents receivable include $ 62,399 and $ 58,336 of straight line rents at June 30, 2020 and December 31, 2019, respectively.

Certain of our tenants have requested relief from their obligations to pay rent due to us in response to the current economic conditions resulting from the COVID-19 pandemic.

As of July 27, 2020 , we granted requests for certain of our tenants to defer rent payments totaling $ 2,799 .

These tenants will be obligated to pay, in most cases, the deferred rents in 12 equal monthly installments commencing in September 2020 .

We have elected to use the FASB relief package regarding the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic.

The FASB relief package provides entities with the option to account for lease concessions resulting from the COVID-19 pandemic outside of the existing lease modification guidance if the resulting cash flows from the modified lease are substantially the same as the original lease.

Because the deferred rents referenced above will be repaid over a 12 -month period, the cash flows from the respective leases are substantially the same as before the rent deferrals.

These deferred amounts did not impact our results for the three and six months ended June 30, 2020 and as of June 30, 2020, we recognized an increase in our accounts receivable related to these deferred amounts of $ 2,317 .

As of June 30, 2020, our outstanding indebtedness consisted of the following:

Principal Balance as of

1 unchanged sentence

Unsecured revolving credit facility (2)

Mortgage note payable (secured by one property in Virginia)

Mortgage note payable (secured by one property in Florida) (3)

1 unchanged sentence

Mortgage note payable (secured by 11 Mainland Properties) (3)

Mortgage note payable (secured by one property in Virginia)

Unamortized debt issuance costs, premiums and discounts

3 unchanged sentences

(3) The properties encumbered by these mortgages are owned by a joint venture in which we own a 61 % equity interest.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

We have a $ 750,000 unsecured revolving credit facility that is available for our general business purposes, including acquisitions.

5 unchanged sentences

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 March 31, 2020 , interest payable on the amount outstanding under our revolving credit facility was LIBOR plus 155 basis points and our commitment fee was 25 basis points .

As of March 31, 2020 and December 31, 2019 , the interest rate payable on borrowings under our revolving credit facility was 2.50 % and 3.26 % , respectively.

The weighted average interest rate for borrowings under our revolving credit facility was 3.23 % and 3.80 % for the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020 and April 29, 2020 , we had $ 265,000 outstanding under our revolving credit facility, and $ 485,000 available to borrow under our revolving credit facility.

As of June 30, 2020 , interest payable on the amount outstanding under our revolving credit facility was LIBOR plus 140 basis points and our commitment fee was 25 basis points .

As of June 30, 2020 and December 31, 2019 , the interest rate payable on borrowings under our revolving credit facility was 1.59 % and 3.26 % , respectively.

The weighted average interest rate for borrowings under our revolving credit facility was 2.04 % and 3.76 % for the three months ended June 30, 2020 and 2019, respectively, and 2.80 % and 3.77 % for the six months ended June 30, 2020 and June 30, 2019, respectively.

As of June 30, 2020 and July 27, 2020 , we had $ 320,000 outstanding under our revolving credit facility, and $ 430,000 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 March 31, 2020 .

We believe we were in compliance with the terms and conditions of the covenants under our credit agreement at June 30, 2020 .

In May 2020, we prepaid at par plus accrued interest a mortgage note secured by one of our properties with an outstanding principal balance of approximately $ 48,750 , an annual interest rate of 3.48 % and a maturity date in November 2020.

As a result of the prepayment of this mortgage note, we recorded a gain on early extinguishment of debt of $ 120 for the three and six months ended June 30, 2020 to write off unamortized debt premiums.

Fair Value of Assets and Liabilities

Our financial instruments include cash and cash equivalents, restricted cash, 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 March 31, 2020 and December 31, 2019 , 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:

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

At March 31, 2020

At June 30, 2020 and December 31, 2019 , the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, due to their short term nature or floating interest rates, except as follows:

At June 30, 2020

At December 31, 2019

Mortgage notes payable

Includes unamortized debt issuance costs, premiums and discounts of $ 8,906 and $ 9,122 as of March 31, 2020 and December 31, 2019 , respectively.

Includes unamortized debt issuance costs, premiums and discounts of $ 8,754 and $ 9,122 as of June 30, 2020 and December 31, 2019 , 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).

3 unchanged sentences

On February 21, 2020, in connection with the election of two of our Trustees we awarded to each such Trustee 3,000 of our common shares, valued at $ 23.54 per share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share data)

On May 28, 2020, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 3,500 of our common shares, valued at $ 18.77 per share, the closing price of our common shares on Nasdaq on that day.

Common Share Purchases:

During the three months ended March 31, 2020, we purchased our common shares from certain former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares, valued at the closing price of our common shares on Nasdaq on the purchase dates, as follows:

During the six months ended June 30, 2020, we purchased our common shares from certain former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares, valued at the closing price of our common shares on Nasdaq on the purchase dates, as follows:

Date Purchased

2 unchanged sentences

Distributions:

During the three months ended March 31, 2020, we declared and paid a regular quarterly distribution to common shareholders as follows:

During the six months ended June 30, 2020, we declared and paid a regular quarterly distribution to common shareholders as follows:

Distribution Per Share

2 unchanged sentences

February 20, 2020

On April 6, 2020, we declared a regular quarterly distribution of $ 0.33 per common share, or approximately $ 21,500 , to shareholders of record on April 16, 2020.

We expect to pay this distribution on or about May 21, 2020.

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

Weighted average common shares for basic earnings per share

April 16, 2020

On July 16, 2020, we declared a regular quarterly distribution of $ 0.33 per common share, or approximately $ 21,500 , to shareholders of record on July 27, 2020.

We expect to pay this distribution on or about August 20, 2020.

Per Common Share Amounts

We calculate basic earnings per common share by dividing net income attributable to common shareholders by the weighted average number of our common shares outstanding during the period.

We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method.

Unvested share awards and other potentially dilutive common shares, and the related impact on earnings, are considered when calculating diluted earnings per share.

The calculation of basic and diluted earnings per share is as follows:

Three Months Ended June 30,

Six Months ended June 30,

Net income attributable to common shareholders

Income attributable to unvested participating securities

Net income attributable to common shareholders used in calculating earnings per share

Denominators:

Weighted average common shares outstanding - basic

Effect of dilutive securities:

unvested share awards

Weighted average common shares for diluted earnings per share

Weighted average common shares outstanding - diluted

Net income attributable to common shareholders per common share - basic

Net income attributable to common shareholders per common share - diluted

INDUSTRIAL LOGISTICS PROPERTIES TRUST

7 unchanged sentences

and (2) a property management agreement, which relates to our property level operations.

Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $ 3,307 and $ 2,193 for the three months ended March 31, 2020 and 2019, respectively.

T he net business management fees we recognized for the three months ended March 31, 2020 include $ 129 of management fees related to our subsidiary level management agreement with RMR LLC entered in connection with our joint venture arrangement.

Based on our common share total return, as defined in our business management agreement, as of March 31, 2020 and 2019, no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2020 or 2019.

Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $ 3,277 and $ 6,584 for the three and six months ended June 30, 2020 , respectively, and $ 3,092 and $ 5,285 for the three and six months ended June 30, 2019, respectively.

T he net business management fees we recognized for the three and six months ended June 30, 2020 include $ 347 and $ 476 , respectively, of management fees related to our subsidiary level management agreement with RMR LLC entered in connection with our joint venture arrangement, which arrangement is further described in Note 11.

Based on our common share total return, as defined in our business management agreement, as of June 30, 2020 and 2019, no incentive fees are included in the net business management fees we recognized for the three or six months ended June 30, 2020 or 2019.

The actual amount of annual incentive fees for 2020, 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, 2020 and will be payable in 2021.

1 unchanged sentence

We include business management fees 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 $ 1,923 and $ 1,347 for the three months ended March 31, 2020 and 2019, respectively.

Pursuant to our property management agreement with RMR LLC, we recognized aggregate property management and construction supervision fees of $ 1,860 and $ 3,783 for the three and six months ended June 30, 2020 , respectively, and $ 1,922 and $ 3,269 for the three and six months ended June 30, 2019, respectively.

These amounts are included in other operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements.

2 unchanged sentences

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 $ 1,199 and $ 903 for these expenses and costs for the three months ended March 31, 2020 and 2019, respectively.

We reimbursed RMR LLC $ 1,217 and $ 2,416 for these expenses and costs for the three and six months ended June 30, 2020 , respectively, and $ 1,026 and $ 1,929 for the three and six months ended June 30, 2019, respectively.

These amounts are included in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income.

5 unchanged sentences

and an officer and employee of RMR LLC.

John Murray, our other Managing Trustee and President and Chief Executive Officer, also serves as an executive officer of RMR LLC, and each of our other officers is also an officer and employee of RMR LLC.

John Murray, our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive officer of RMR LLC, and each of our other officers is also an officer and employee of RMR LLC.

Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR LLC or its subsidiaries provide management services.

5 unchanged sentences

See Note 9 for further information regarding our management agreements with RMR LLC.

Office Properties Income Trust, or OPI, owed to us $ 1,023 and $ 1,504 as of March 31, 2020 and December 31, 2019, respectively, for rents that it collected on our behalf from certain of our tenants.

A predecessor of OPI previously owned those

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

properties and those tenants first became tenants at those properties prior to our ownership.

OPI paid these amounts due to us or collected on our behalf in April 2020 and January 2020, respectively.

Office Properties Income Trust, or OPI, owed to us $ 1,023 and $ 1,504 as of June 30, 2020 and December 31, 2019, respectively, for rents that it collected on our behalf from certain of our tenants.

A predecessor of OPI previously owned those properties and those tenants first became tenants at those properties prior to our ownership.

OPI paid these amounts due to us or collected on our behalf in July 2020 and January 2020, respectively.

Until its dissolution on February 13, 2020, we, ABP Trust and five other companies to which RMR LLC provides management services owned Affiliates Insurance Company, or AIC, an Indiana insurance company, in equal amounts.

3 unchanged sentences

we have instead purchased standalone property insurance coverage with unrelated third party insurance providers.

As of March 31, 2020 and December 31, 2019, our investment in AIC had a carrying value of $ 298 .

This amount is included in other assets in our condensed consolidated balance sheets.

We did no t recognize any income related to our investment in AIC for the three months ended March 31, 2020 and recognized $ 404 related to our investment in AIC for the three months ended March 31, 2019, which amount is presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income.

As of June 30, 2020 and December 31, 2019, our investment in AIC had a carrying value of $ 11 and $ 298 , respectively.

These amounts are included in other assets in our condensed consolidated balance sheets.

In June 2020, we received an additional liquidating distribution of approximately $ 287 from AIC in connection with its dissolution.

We did no t recognize any income related to our investment in AIC for the three and six months ended June 30, 2020, respectively, and recognized $ 130 and $ 534 related to our investment in AIC for the three and six months ended June 30, 2019, respectively, which amounts are presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income.

Our other comprehensive income included our proportionate share of unrealized gains on securities, if any, which were owned by AIC, related to our investment in AIC.

4 unchanged sentences

We received from the investor $ 82,035 and $ 26,231 in February and March 2020, respectively, for a 39 % equity interest in the joint venture, and we retained the remaining 61 % equity interest.

The joint venture assumed $ 406,980 of existing mortgage debts on the properties we contributed.

The joint venture assumed $ 406,980 of then existing mortgage debts on the properties we contributed.

We incurred transaction costs of $ 626 in connection with the formation of this joint venture.

1 unchanged sentence

The difference between the net proceeds received from this transaction and the noncontrolling interest recognized, which was $ 6,972 , has been reflected as an increase in additional paid in capital in our condensed consolidated balance sheets.

The portion of the joint venture's net loss not attributable to us, or $ 152 for the three months ended March 31, 2020, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income.

During the three months ended March 31, 2020, the joint venture did not make any distributions to its equity interest holders.

As of March 31, 2020, the joint venture held real estate assets with an aggregate net book value of $ 667,054 , including restricted cash of $ 11,302 and subject to non-recourse liabilities of $ 408,212 .

The portion of the joint venture's net loss not attributable to us, or $ 264 and $ 416 for the three and six months ended June 30, 2020, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income.

During the three and six months ended June 30, 2020, the joint venture made aggregate cash distributions of $ 1,898 to the other joint venture investor, which are reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets.

As of June 30, 2020, the joint venture held real estate assets with an aggregate net book value of $ 660,958 , including restricted cash of $ 13,703 , and had liabilities of $ 408,181 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements