Industrial Logistics Properties Trust 10-Q

Item 1. Financial Statements INDUSTRIAL LOGISTICS PROPERTIES TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) (unaudited) June 30, December 31, 2020 2019 ASSETS Real estate properties: Land $ 759,009 $ 747,794 Buildings and improvements 1,644,996 1,588,170 Total real estate properties, gross 2,404,005 2,335,964 Accumulated depreciation ( 153,979 ) ( 131,468 ) Total real estate properties, net 2,250,026 2,204,496 Acquired real estate leases, net 130,153 138,596 Cash and cash equivalents 33,256 28,415 Restricted cash 13,703 6,135 Rents receivable, including straight line rents of $62,399 and $58,336, respectively 67,292 62,782 Deferred leasing costs, net 6,161 6,581 Debt issuance costs, net 2,215 2,954 Due from related persons 1,023 1,504 Other assets, net 1,771 3,438 Total assets $ 2,505,600 $ 2,454,901 LIABILITIES AND EQUITY Revolving credit facility $ 320,000 $ 310,000 Mortgage notes payable, net 1,048,226 1,096,608 Assumed real estate lease obligations, net 16,353 17,508 Accounts payable and other liabilities 18,002 16,475 Rents collected in advance 7,495 9,442 Security deposits 6,597 6,680 Due to related persons 2,316 2,498 Total liabilities 1,418,989 1,459,211 Commitments and contingencies Equity: Equity attributable to common shareholders: Common shares of beneficial interest, $.01 par value: 100,000,000 shares authorized; 65,209,564 and 65,180,628 shares issued and outstanding, respectively 652 652 Additional paid in capital 1,007,223 999,302 Cumulative net income 169,822 142,155 Cumulative common distributions ( 189,440 ) ( 146,419 ) Total equity attributable to common shareholders 988,257 995,690 Noncontrolling interest: Total equity attributable to noncontrolling interest 98,354 — Total equity 1,086,611 995,690 Total liabilities and equity $ 2,505,600 $ 2,454,901 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (amounts in thousands, except per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Rental income $ 65,110 $ 60,090 $ 129,388 $ 106,077 Expenses: Real estate taxes 8,932 7,495 17,743 13,060 Other operating expenses 5,041 4,198 10,222 7,584 Depreciation and amortization 18,525 16,709 36,815 26,320 General and administrative 4,846 4,856 9,677 8,656 Total expenses 37,344 33,258 74,457 55,620 Interest income 2 138 113 499 Interest expense (including net amortization of debt issuance costs, premiums and discounts of $642, $494, $1,229 and $897, respectively) ( 13,205 ) ( 13,924 ) ( 27,724 ) ( 21,520 ) Gain on early extinguishment of debt 120 — 120 — Income before income tax expense and equity in earnings of an investee 14,683 13,046 27,440 29,436 Income tax expense ( 126 ) ( 60 ) ( 189 ) ( 68 ) Equity in earnings of an investee — 130 — 534 Net income 14,557 13,116 27,251 29,902 Net loss attributable to noncontrolling interest 264 — 416 — Net income attributable to common shareholders 14,821 13,116 27,667 29,902 Other comprehensive income: Equity in unrealized gains of an investee — 71 — 137 Other comprehensive income — 71 — 137 Comprehensive income attributable to common shareholders $ 14,821 $ 13,187 $ 27,667 $ 30,039 Weighted average common shares outstanding - basic 65,089 65,039 65,082 65,035 Weighted average common shares outstanding - diluted 65,091 65,043 65,087 65,042 Per common share data (basic and diluted): Net income attributable to common shareholders $ 0.23 $ 0.20 $ 0.42 $ 0.46 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) (unaudited) Total Equity Total Equity Number of Additional Cumulative Cumulative Attributable to Attributable to Common Common Paid In Net Common Common Noncontrolling Total Shares Shares Capital Income Distributions Shareholders Interest Equity Balance at December 31, 2019 65,180,628 $ 652 $ 999,302 $ 142,155 $ ( 146,419 ) $ 995,690 $ — $ 995,690 Net income (loss) — — — 12,846 — 12,846 ( 152 ) 12,694 Share grants 6,000 — 326 — — 326 — 326 Share repurchases ( 951 ) — ( 18 ) — — ( 18 ) — ( 18 ) Distributions to common shareholders — — — — ( 21,510 ) ( 21,510 ) — ( 21,510 ) Contributions from noncontrolling interest — — 6,972 — — 6,972 100,668 107,640 Balance at March 31, 2020 65,185,677 652 1,006,582 155,001 ( 167,929 ) 994,306 100,516 1,094,822 Net income (loss) — — — 14,821 — 14,821 ( 264 ) 14,557 Share grants 24,500 — 654 — — 654 — 654 Share repurchases ( 613 ) — ( 13 ) — — ( 13 ) — ( 13 ) Distributions to common shareholders — — — — ( 21,511 ) ( 21,511 ) — ( 21,511 ) Distributions to noncontrolling interest — — — — — — ( 1,898 ) ( 1,898 ) Balance at June 30, 2020 65,209,564 $ 652 $ 1,007,223 $ 169,822 $ ( 189,440 ) $ 988,257 $ 98,354 $ 1,086,611 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) (unaudited) Cumulative Number of Additional Cumulative Other Cumulative Common Common Paid In Net Comprehensive Common Total Shares Shares Capital Income Income Distributions Equity Balance at December 31, 2018 65,074,791 $ 651 $ 998,447 $ 89,657 $ — $ ( 60,482 ) $ 1,028,273 Net income — — — 16,786 — — 16,786 Equity in unrealized gains of investee — — — — 66 — 66 Share grants — — 73 — — — 73 Distributions to common shareholders — — — — — ( 21,474 ) ( 21,474 ) Balance at March 31, 2019 65,074,791 651 998,520 106,443 66 ( 81,956 ) 1,023,724 Net income — — — 13,116 — — 13,116 Equity in unrealized gains of investee — — — — 71 — 71 Share grants 15,000 — 345 — — — 345 Share repurchases ( 1,362 ) — ( 28 ) — — — ( 28 ) Share forfeitures ( 240 ) — ( 1 ) — — — ( 1 ) Distributions to common shareholders — — — — — ( 21,475 ) ( 21,475 ) Balance at June 30, 2019 65,088,189 $ 651 $ 998,836 $ 119,559 $ 137 $ ( 103,431 ) $ 1,015,752 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited) Six Months Ended June 30, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 27,251 $ 29,902 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 22,789 16,197 Net amortization of debt issuance costs, premiums and discounts 1,229 897 Amortization of acquired real estate leases and assumed real estate lease obligations 13,025 8,854 Amortization of deferred leasing costs 610 460 Straight line rental income ( 4,063 ) ( 2,981 ) Gain on early extinguishment of debt ( 120 ) — Other non-cash expenses 980 417 Equity in earnings of an investee — ( 534 ) Change in assets and liabilities: Rents receivable ( 447 ) 128 Deferred leasing costs ( 273 ) ( 261 ) Due from related persons 481 564 Other assets 1,380 1,620 Accounts payable and other liabilities 2,269 5,077 Rents collected in advance ( 1,947 ) 2,322 Security deposits ( 83 ) 384 Due to related persons ( 182 ) 1,486 Net cash provided by operating activities 62,899 64,532 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate acquisitions and deposits ( 71,628 ) ( 852,152 ) Real estate improvements ( 3,089 ) ( 3,144 ) Distributions in excess of earnings from Affiliates Insurance Company 287 — Net cash used in investing activities ( 74,430 ) ( 855,296 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of mortgage notes payable — 650,000 Borrowings under revolving credit facility 180,000 653,000 Repayments of revolving credit facility ( 170,000 ) ( 458,000 ) Repayment of mortgage note payable ( 48,750 ) — Payment of debt issuance costs — ( 5,517 ) Distributions to common shareholders ( 43,021 ) ( 42,949 ) Proceeds from noncontrolling interest, net 107,640 — Distributions to noncontrolling interest ( 1,898 ) — Repurchase of common shares ( 31 ) ( 28 ) Net cash provided by financing activities 23,940 796,506 Increase in cash, cash equivalents and restricted cash 12,409 5,742 Cash, cash equivalents and restricted cash at beginning of period 34,550 9,608 Cash, cash equivalents and restricted cash at end of period $ 46,959 $ 15,350 SUPPLEMENTAL DISCLOSURES: Interest paid $ 26,914 $ 17,663 Income taxes paid $ 199 $ 64 NON-CASH INVESTING ACTIVITIES: Real estate acquired by assumption of mortgage note payable $ — $ ( 56,980 ) NON-CASH FINANCING ACTIVITIES: Assumption of mortgage note payable $ — $ 56,980 7 Table of Contents SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows: Cash and cash equivalents $ 33,256 $ 15,350 Restricted cash 13,703 — Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 46,959 $ 15,350 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share data) Note 1. Basis of Presentation The accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries, or 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, 2019 , or our 2019 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. 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. In February and March 2020, we entered into agreements related to a joint venture for 12 of our properties located in the mainland United States. We have determined that this joint venture is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification. 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 $ 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. See Note 11 for further information about this joint venture. Note 2. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update 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. We adopted this standard which was effective as of January 1, 2020 using the modified retrospective approach. The implementation of this standard did not have a material impact in our condensed consolidated financial statements. Note 3. Real Estate Properties 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. 9 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) 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. We allocated the purchase price for this acquisition based on the estimated fair value of the acquired assets as follows: Number Rentable Buildings Acquired of Square Purchase and Real Estate Date Market Area Properties Feet Price Land Improvements Leases February 2020 Phoenix, AZ 1 820,384 $ 71,628 $ 11,214 $ 54,676 $ 5,738 1 820,384 $ 71,628 $ 11,214 $ 54,676 $ 5,738 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 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. 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. Note 4. 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 of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 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. 10 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) 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 . Note 5. Indebtedness As of June 30, 2020, our outstanding indebtedness consisted of the following: Net Book Value Principal Balance as of of Collateral June 30, December 31, Interest At June 30, 2020 (1) 2019 (1) Rate Maturity 2020 Unsecured revolving credit facility (2) $ 320,000 $ 310,000 1.59 % Dec 2021 $ — Mortgage note payable (secured by one property in Florida) (3) 56,980 56,980 4.22 % Oct 2023 104,893 Mortgage note payable (secured by 186 properties in Hawaii) 650,000 650,000 4.31 % Feb 2029 491,937 Mortgage note payable (secured by 11 Mainland Properties) (3) 350,000 350,000 3.33 % Nov 2029 493,432 Mortgage note payable (secured by one property in Virginia) — 48,750 N/A N/A N/A 1,376,980 1,415,730 $ 1,090,262 Unamortized debt issuance costs, premiums and discounts ( 8,754 ) ( 9,122 ) $ 1,368,226 $ 1,406,608 (1) The principal balances are the amounts stated in contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts. (2) The maturity date of our revolving credit facility is December 29, 2021 and we have the option to extend the maturity date for two , six month periods through December 29, 2022. (3) The properties encumbered by these mortgages are owned by a joint venture in which we own a 61 % equity interest. 11 Table of Contents 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. 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. 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 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 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. Note 6. 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 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 Carrying Estimated Carrying Estimated Value (1) Fair Value Value (1) Fair Value Mortgage notes payable $ 1,048,226 $ 1,112,956 $ 1,096,608 $ 1,143,437 (1) 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). Because Level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value. Note 7. Shareholders’ Equity Common Share Awards: 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. 12 Table of Contents 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 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 Number of Shares Price per Share 1/9/2020 420 $ 22.01 3/13/2020 531 $ 17.75 6/30/2020 613 $ 20.55 Distributions: During the six months ended June 30, 2020, we declared and paid a regular quarterly distribution to common shareholders as follows: Record Date Payment Date Distribution Per Share Total Distribution January 27, 2020 February 20, 2020 $ 0.33 $ 21,510 April 16, 2020 May 21, 2020 $ 0.33 $ 21,511 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. Note 8. 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, 2020 2019 2020 2019 Numerators: Net income attributable to common shareholders $ 14,821 $ 13,116 $ 27,667 $ 29,902 Income attributable to unvested participating securities ( 24 ) ( 8 ) ( 45 ) ( 19 ) Net income attributable to common shareholders used in calculating earnings per share $ 14,797 $ 13,108 $ 27,622 $ 29,883 Denominators: Weighted average common shares outstanding - basic 65,089 65,039 65,082 65,035 Effect of dilutive securities: unvested share awards 2 4 5 7 Weighted average common shares outstanding - diluted 65,091 65,043 65,087 65,042 Net income attributable to common shareholders per common share - basic $ 0.23 $ 0.20 $ 0.42 $ 0.46 Net income attributable to common shareholders per common share - diluted $ 0.23 $ 0.20 $ 0.42 $ 0.46 13 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) Note 9. 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 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. We did no t incur any incentive fee payable to RMR LLC for the year ended December 31, 2019. 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 $ 1,860 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. 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 $ 1,217 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. See Note 10 for further information regarding our relationships, agreements and transactions with RMR LLC. Note 10. Related Person Transactions We have relationships and historical and continuing transactions with RMR LLC, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR LLC is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., a managing director and the president and chief executive officer of RMR Inc. and 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. Adam Portnoy serves as chair of the boards of trustees or boards of directors of several of these public companies and as a managing director or managing trustee of these public companies. Other officers of RMR LLC, including Mr. Murray and certain of our other officers, serve as managing trustees, managing directors or officers of certain of these companies. Our Manager, RMR LLC . We have two agreements with RMR LLC to provide management services to us. See Note 9 for further information regarding our management agreements with RMR LLC. 14 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) OPI. 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. AIC. 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. Certain of our Trustees and certain trustees or directors of the other AIC shareholders served on the board of directors of AIC, until its dissolution. We and the other AIC shareholders historically participated in a combined property insurance program arranged and insured or 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 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. For further information about these and other such relationships and certain other related person transactions, see our 2019 Annual Report. Note 11. Noncontrolling Interest In February and March 2020, we entered into agreements related to a joint venture for 12 of our Mainland Properties with an Asian institutional investor. We contributed to the joint venture 11 of these properties in February 2020 and the remaining property in March 2020. 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 then existing mortgage debts on the properties we contributed. We incurred transaction costs of $ 626 in connection with the formation of this joint venture. We recognized a noncontrolling interest in our condensed consolidated balance sheets of $ 100,668 as of the completion of this transaction, which was equal to 39 % of our aggregate carrying value of the total equity of the properties immediately prior to our respective contributions of the properties to the joint venture. 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 $ 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 . 15 Table of Contents