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) September 30, December 31, 2020 2019 ASSETS Real estate properties: Land $ 757,522 $ 747,794 Buildings and improvements 1,632,842 1,588,170 Total real estate properties, gross 2,390,364 2,335,964 Accumulated depreciation ( 160,570 ) ( 131,468 ) Total real estate properties, net 2,229,794 2,204,496 Assets of property held for sale 10,136 — Acquired real estate leases, net 123,146 138,596 Cash and cash equivalents 39,105 28,415 Restricted cash 12,806 6,135 Rents receivable, including straight line rents of $ 64,236 and $ 58,336 , respectively 70,597 62,782 Deferred leasing costs, net 6,037 6,581 Debt issuance costs, net 1,846 2,954 Due from related persons — 1,504 Other assets, net 5,527 3,438 Total assets $ 2,498,994 $ 2,454,901 LIABILITIES AND EQUITY Revolving credit facility $ 320,000 $ 310,000 Mortgage notes payable, net 1,048,521 1,096,608 Liabilities of property held for sale 227 — Assumed real estate lease obligations, net 15,778 17,508 Accounts payable and other liabilities 19,162 16,475 Rents collected in advance 8,098 9,442 Security deposits 6,698 6,680 Due to related persons 3,087 2,498 Total liabilities 1,421,571 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; 65,301,088 and 65,180,628 shares issued and outstanding, respectively 653 652 Additional paid in capital 1,010,139 999,302 Cumulative net income 183,911 142,155 Cumulative common distributions ( 210,959 ) ( 146,419 ) Total equity attributable to common shareholders 983,744 995,690 Noncontrolling interest: Total equity attributable to noncontrolling interest 93,679 — Total equity 1,077,423 995,690 Total liabilities and equity $ 2,498,994 $ 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Rental income $ 65,106 $ 60,958 $ 194,494 $ 167,035 Expenses: Real estate taxes 9,036 8,586 26,779 21,646 Other operating expenses 5,511 4,821 15,733 12,405 Depreciation and amortization 18,488 17,568 55,303 43,888 Acquisition and certain other transaction related costs 178 — 178 — General and administrative 5,180 4,475 14,857 13,131 Total expenses 38,393 35,450 112,850 91,070 Interest income — 81 113 580 Interest expense (including net amortization of debt issuance costs, premiums and discounts of $ 664 , $ 524 , $ 1,893 and $ 1,421 , respectively) ( 12,886 ) ( 14,687 ) ( 40,610 ) ( 36,207 ) Gain on early extinguishment of debt — — 120 — Income before income tax expense and equity in earnings of an investee 13,827 10,902 41,267 40,338 Income tax expense ( 13 ) ( 63 ) ( 202 ) ( 131 ) Equity in earnings of an investee — 83 — 617 Net income 13,814 10,922 41,065 40,824 Net loss attributable to noncontrolling interest 275 — 691 — Net income attributable to common shareholders 14,089 10,922 41,756 40,824 Other comprehensive income: Equity in unrealized gains of an investee — ( 46 ) — 91 Other comprehensive income — ( 46 ) — 91 Comprehensive income attributable to common shareholders $ 14,089 $ 10,876 $ 41,756 $ 40,915 Weighted average common shares outstanding - basic 65,112 65,055 65,092 65,042 Weighted average common shares outstanding - diluted 65,129 65,060 65,101 65,048 Per common share data (basic and diluted): Net income attributable to common shareholders $ 0.22 $ 0.17 $ 0.64 $ 0.63 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 Attributable to Attributable to Common Common Paid In Cumulative Common Common Noncontrolling Total Shares Shares Capital Net 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 Net income (loss) — — — 14,089 — 14,089 ( 275 ) 13,814 Share grants 108,600 1 675 — — 676 — 676 Share repurchases ( 16,496 ) — ( 351 ) — — ( 351 ) — ( 351 ) Share forfeitures ( 580 ) — ( 3 ) — — ( 3 ) — ( 3 ) Distributions to common shareholders — — — — ( 21,519 ) ( 21,519 ) — ( 21,519 ) Contributions from noncontrolling interest — — 2,595 — — 2,595 ( 2,293 ) 302 Distributions to noncontrolling interest — — — — — — ( 2,107 ) ( 2,107 ) Balance at September 30, 2020 65,301,088 $ 653 $ 1,010,139 $ 183,911 $ ( 210,959 ) $ 983,744 $ 93,679 $ 1,077,423 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 Other Cumulative Common Common Paid In Cumulative Comprehensive Common Total Shares Shares Capital Net 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 Net income — — — 10,922 — — 10,922 Equity in unrealized losses of investee — — — — ( 46 ) — ( 46 ) Share grants 104,200 1 521 — — — 522 Share repurchases ( 10,476 ) — ( 223 ) — — — ( 223 ) Distributions to common shareholders — — — — — ( 21,479 ) ( 21,479 ) Balance at September 30, 2019 65,181,913 $ 652 $ 999,134 $ 130,481 $ 91 $ ( 124,910 ) $ 1,005,448 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) Nine Months Ended September 30, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 41,065 $ 40,824 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 34,307 27,161 Net amortization of debt issuance costs, premiums and discounts 1,893 1,421 Amortization of acquired real estate leases and assumed real estate lease obligations 19,458 15,085 Amortization of deferred leasing costs 952 659 Straight line rental income ( 6,183 ) ( 3,960 ) Gain on early extinguishment of debt ( 120 ) — Other non-cash expenses 1,652 939 Equity in earnings of an investee — ( 617 ) Change in assets and liabilities: Rents receivable ( 1,984 ) 4 Deferred leasing costs ( 514 ) ( 584 ) Due from related persons 1,504 858 Other assets ( 2,413 ) ( 7,863 ) Accounts payable and other liabilities 3,865 7,440 Rents collected in advance ( 1,210 ) 6,106 Security deposits 71 688 Due to related persons 589 997 Net cash provided by operating activities 92,932 89,158 CASH FLOWS FROM INVESTING ACTIVITIES: Real estate acquisitions and deposits ( 71,628 ) ( 884,445 ) Real estate improvements ( 4,495 ) ( 7,789 ) Distributions in excess of earnings from Affiliates Insurance Company 287 — Net cash used in investing activities ( 75,836 ) ( 892,234 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of mortgage notes payable — 650,000 Borrowings under revolving credit facility 180,000 736,000 Repayments of revolving credit facility ( 170,000 ) ( 499,000 ) Repayment of mortgage note payable ( 48,750 ) — Payment of debt issuance costs — ( 5,517 ) Distributions to common shareholders ( 64,540 ) ( 64,428 ) Proceeds from noncontrolling interest, net 107,942 — Distributions to noncontrolling interest ( 4,005 ) — Repurchase of common shares ( 382 ) ( 251 ) Net cash provided by financing activities 265 816,804 Increase in cash, cash equivalents and restricted cash 17,361 13,728 Cash, cash equivalents and restricted cash at beginning of period 34,550 9,608 Cash, cash equivalents and restricted cash at end of period $ 51,911 $ 23,336 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) (unaudited) Nine Months Ended September 30, 2020 2019 SUPPLEMENTAL DISCLOSURES: Interest paid $ 39,125 $ 31,995 Income taxes paid $ 199 $ 164 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 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: As of September 30, 2020 2019 Cash and cash equivalents $ 39,105 $ 23,336 Restricted cash 12,806 — Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 51,911 $ 23,336 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 with an institutional investor for 12 of our properties located in the mainland United States. The investor owns a 39 % equity interest in the joint venture, and we own the remaining 61 % equity interest in the joint venture. 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 $ 655,618 as of September 30, 2020 and consist primarily of the real estate owned by the joint venture. The liabilities of this VIE were $ 408,906 as of September 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 September 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 and one property with approximately 308,000 rentable square feet which is classified as held for sale. 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 September 30, 2020 and 2019, approximately 40.7 % and 40.5 %, respectively, of our rental income was from our Hawaii Properties. For the nine months ended September 30, 2020 and 2019, approximately 41.0 % and 45.2 %, 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 $ 10,288 , or 15.8 %, and $ 8,992 , or 14.8 %, of our rental income for the three months ended September 30, 2020 and 2019, respectively, and $ 30,349 , or 15.6 %, and $ 22,557 , or 13.5 %, of our rental income for the nine months ended September 30, 2020 and 2019, respectively. During the nine months ended September 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 In September 2020, we entered into an agreement to sell one property located in Virginia containing approximately 308,000 rentable square feet for a sales price of $ 11,000 , excluding closing costs. This sale is expected to occur during the fourth quarter of 2020. However, this sale is subject to conditions; accordingly, we cannot be sure that we will complete this sale, that this sale will not be delayed or that the terms will not change. We have classified this property as held for sale in our condensed consolidated balance sheets as of September 30, 2020. During the nine months ended September 30, 2020, we committed $ 1,614 for expenditures related to tenant improvements and leasing costs for leases executed during the period for approximately 849,000 square feet. Committed but unspent tenant related obligations based on existing leases as of September 30, 2020 were $ 499 . 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 September 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 $ 11,943 and $ 10,915 for the three months ended September 30, 2020 and 2019, respectively, of which tenant reimbursements totaled 10 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) $ 11,698 and $ 10,915 , respectively, and $ 35,103 and $ 28,679 for the nine months ended September 30, 2020 and 2019, respectively, of which tenant reimbursements totaled $ 34,368 and $ 27,517 , respectively. We increased rental income to record revenue on a straight line basis by $ 2,120 and $ 979 for the three months ended September 30, 2020 and 2019, respectively, and $ 6,183 and $ 3,960 for the nine months ended September 30, 2020 and 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 October 23, 2020, we granted requests to certain of our tenants to defer aggregate rent payments of $ 3,578 . In most cases, these tenants were obligated to pay the deferred rents in 12 equal monthly installments beginning 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, the cash flows from the respective leases are substantially the same as before the rent deferrals. These deferred amounts did not impact our operating results for the three and nine months ended September 30, 2020 and as of September 30, 2020, we recognized $ 2,847 in our accounts receivable related to these deferred amounts. Note 5. Indebtedness As of September 30, 2020, our outstanding indebtedness consisted of the following: Net Book Value Principal Balance as of of Collateral September 30, December 31, Interest At September 30, 2020 (1) 2019 (1) Rate Maturity 2020 Unsecured revolving credit facility (2) $ 320,000 $ 310,000 1.56 % Dec 2021 $ — Mortgage note payable (secured by one property in Florida) (3) 56,980 56,980 4.22 % Oct 2023 104,173 Mortgage note payable (secured by 186 properties in Hawaii) 650,000 650,000 4.31 % Feb 2029 491,724 Mortgage note payable (secured by 11 Mainland Properties) (3) 350,000 350,000 3.33 % Nov 2029 490,109 Mortgage note payable (secured by one property in Virginia) — 48,750 N/A N/A N/A 1,376,980 1,415,730 $ 1,086,006 Unamortized debt issuance costs, premiums and discounts ( 8,459 ) ( 9,122 ) $ 1,368,521 $ 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 September 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 September 30, 2020 and December 31, 2019, the interest rate payable on borrowings under our revolving credit facility was 1.56 % and 3.26 %, respectively. The weighted average interest rate for borrowings under our revolving credit facility was 1.57 % and 3.73 % for the three months ended September 30, 2020 and 2019, respectively, and 2.51 % and 3.75 % for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020 and October 26, 2020, we had $ 320,000 and $ 293,000 , respectively, outstanding under our revolving credit facility, and $ 430,000 and $ 457,000 , 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 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 September 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 nine months ended September 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 September 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 September 30, 2020 At December 31, 2019 Carrying Estimated Carrying Estimated Value (1) Fair Value Value (1) Fair Value Mortgage notes payable $ 1,048,521 $ 1,140,188 $ 1,096,608 $ 1,143,437 (1) Includes unamortized debt issuance costs, premiums and discounts of $ 8,459 and $ 9,122 as of September 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 then 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. On September 17, 2020, we awarded under our equity compensation plan an aggregate of 108,600 of our common shares, valued at $ 22.65 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR LLC. Common Share Purchases: During the nine months ended September 30, 2020, we purchased our common shares from our officers and certain former and current 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 9/21/2020 16,496 $ 21.27 Distributions: During the nine months ended September 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 July 27, 2020 August 20, 2020 $ 0.33 $ 21,519 On October 15, 2020, we declared a regular quarterly distribution of $ 0.33 per common share, or approximately $ 21,550 , to shareholders of record on October 26, 2020. We expect to pay this distribution on or about November 19, 2020. Note 8. Per Common Share Amounts 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Weighted average common shares for basic earnings per share 65,112 65,055 65,092 65,042 Effect of dilutive securities: unvested share awards 17 5 9 6 Weighted average common shares for diluted earnings per share 65,129 65,060 65,101 65,048 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. 13 Table of Contents INDUSTRIAL LOGISTICS PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share data) Pursuant to our business management agreement with RMR LLC, we recognized net business management fees of $ 3,410 and $ 9,994 for the three and nine months ended September 30, 2020, respectively, and $ 3,291 and $ 8,576 for the three and nine months ended September 30, 2019, respectively. T he net business management fees we recognized for the three and nine months ended September 30, 2020 include $ 347 and $ 823 , 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 September 30, 2020 and 2019, no incentive fees are included in the net business management fees we recognized for the three or nine months ended September 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 $ 1,914 and $ 5,697 for the three and nine months ended September 30, 2020, respectively, and $ 2,098 and $ 5,367 for the three and nine months ended September 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 applicable 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 $ 1,328 and $ 3,744 for these expenses and costs for the three and nine months ended September 30, 2020, respectively, and $ 1,203 and $ 3,132 for the three and nine months ended September 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 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. See Note 7 for information relating to the awards of our common shares we made in September 2020 to our officers and certain other employees of RMR LLC and common shares we purchased in 2020 from our officers and certain former and current 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. 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. 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 $ 1,504 as of December 31, 2019 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 January 2020. 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 September 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 nine months ended September 30, 2020, respectively, and recognized $ 83 and $ 617 related to our investment in AIC for the three and nine months ended September 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 $ 108,676 in aggregate 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 $ 734 in connection with the formation of this joint venture. We recognized a noncontrolling interest in our condensed consolidated balance sheets of $ 98,375 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 $ 9,567 , 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 $ 275 and $ 691 for the three and nine months ended September 30, 2020, respectively, is reported as noncontrolling interest in our condensed consolidated statements of comprehensive income. During the three and nine months ended September 30, 2020, the joint venture made aggregate cash distributions of $ 2,107 and $ 4,005 , respectively, 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 September 30, 2020, the joint venture held real estate assets with an aggregate net book value of $ 655,618 , including restricted cash of $ 12,806 , and had liabilities of $ 408,906 . 15 Table of Contents