What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2021-04-26 compared with 2020-10-28 · 22 added, 25 removed, 87 unchanged (35% of the section changed)

2 unchanged sentences

Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Warning Concerning Forward-Looking Statements

3 unchanged sentences

Forward-looking statements in this Quarterly Report on Form 10-Q relate to various aspects of our business, including:

• Our tenants’ ability and willingness to pay their rent obligations to us,

• The likelihood that our tenants will renew or extend their leases or that we will be able to obtain replacement tenants on terms as favorable to us as the terms of our existing leases,

• The duration and severity of the economic downturn resulting from the COVID-19 pandemic and its impact on us and our tenants,

1 unchanged sentence

• Our belief that the industrial and logistics sector and many of our tenants are critical to sustaining a resilient supply chain and that our business will benefit as a result,

• The likelihood and extent to which our tenants will be negatively impacted by the COVID-19 pandemic and its aftermath and will be able to pay us rent,

• The likelihood that our tenants will pay rent or be negatively affected by cyclical economic conditions,

• The likelihood that our tenants will renew or extend their leases or that we will be able to obtain replacement tenants on terms as favorable to us as the terms of our existing leases,

• Our acquisitions of properties,

• Our acquisitions or sales of properties,

• Our ability to compete for acquisitions and tenancies effectively,

6 unchanged sentences

• Our ability to appropriately balance our use of debt and equity capital,

• Our ability to enter into expanded or additional real estate joint ventures or to attract co-venturers and our ability to manage successfully and benefit from any real estate joint ventures we may enter into,

• Our ability to expand our existing or enter into additional real estate joint ventures or to attract co-venturers and benefit from our existing joint venture or any real estate joint ventures we may enter into,

• Whether we may contribute additional properties to our joint venture and receive proceeds from the other investors in our joint venture in connection with those contributions,

• The credit qualities of our tenants,

• Changes in the security of cash flows from our properties,

• Our expectations regarding the impact of the COVID-19 pandemic on our financial condition and operating results,

• Our ability to maintain sufficient liquidity for the duration of the COVID-19 pandemic and resulting economic downturn,

3 unchanged sentences

• Changes in federal or state tax laws,

• The credit qualities of our tenants,

• Changes in environmental laws or in their interpretations or enforcement as a result of climate change or otherwise, or our incurring environmental remediation costs or other liabilities,

• Our sales of properties, and

• Changes in environmental laws or in their interpretations or enforcement as a result of climate change or otherwise, or our incurring environmental remediation costs or other liabilities, and

• Other matters.

2 unchanged sentences

Risks, uncertainties and other factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, FFO attributable to common shareholders, Normalized FFO attributable to common shareholders, NOI, cash flows, liquidity and prospects include, but are not limited to:

• The impact of conditions in the economy, including the COVID-19 pandemic and its aftermath, and the capital markets on us and our tenants,

• The impact of economic conditions and the capital markets on us and our tenants,

• Competition within the real estate industry, particularly for industrial and logistics properties in those markets in which our properties are located,

3 unchanged sentences

• Actual and potential conflicts of interest with our related parties, including our managing trustees, RMR LLC and others affiliated with them, and

• Acts of terrorism, outbreaks of pandemics, including the COVID-19 pandemic, or other manmade or natural disasters beyond our control.

• Acts of terrorism, outbreaks of pandemics, including COVID-19, or other manmade or natural disasters beyond our control.

• Our ability to make future distributions to our shareholders and to make payments of principal and interest on our indebtedness depends upon a number of factors, including our receipt of rent from our tenants, future earnings, the capital costs we incur to lease our properties and our working capital requirements.

We may be unable to pay our debt obligations or to increase or maintain our current rate of distributions on our common shares and future distributions may be reduced or eliminated,

• Our ability to grow our business and increase our distributions depends in large part upon our ability to buy properties and lease them for rents, less their property operating costs, that exceed our capital costs.

• Our ability to grow our business and increase our distributions depends in large part upon our ability to acquire properties and lease them for rents, less their property operating costs, that exceed our capital costs.

We may be unable to identify properties that we want to acquire, and we may fail to reach agreement with the sellers and complete the purchases of any properties we do want to acquire.

In addition, any properties we may acquire may not provide us with rents less property operating costs that exceed our capital costs or achieve our expected returns,

In addition, we might encounter unanticipated difficulties and expenditures relating to any acquired properties, and any properties we may acquire may not provide us with rents less property operating costs that exceed our capital costs or achieve our expected returns,

• Contingencies in our acquisition and sale agreements may not be satisfied and any expected acquisitions and sales may not occur, may be delayed or the terms of such transactions may change,

3 unchanged sentences

Rental income from our properties in Hawaii have generally increased during our and our predecessors’ ownership as the leases for those properties have been reset, extended or renewed.

Although we expect that rents for our Hawaii Properties could increase in the future, subject to the impacts of the COVID-19 pandemic and the resulting economic downturn, we cannot be sure they will increase.

Future rents from these properties could

decrease or not increase to the extent they have in the past or by the amount we expect, particularly in the current economic conditions,

Although we expect that rents for our Hawaii Properties could increase in the future, subject to the impact of the COVID-19 pandemic and its resulting economic downturn, we cannot be sure they will increase.

Future rents from these properties could decrease or not increase to the extent they have in the past or by the amount we expect, particularly in the current economic conditions,

• Any possible development or redevelopment of our properties may not be realized or be successful,

• It is difficult to accurately estimate leasing related obligations and costs of development and tenant improvement costs.

Our leasing related obligations, development projects and tenant improvements may cost more and may take longer to complete than we currently expect and we may incur increasing amounts for these and similar purposes in the future,

• Economic conditions in areas where our properties are located may decline in the future, including due to the COVID-19 pandemic and its aftermath.

• Economic conditions in areas where our properties are located may decline in the future.

Such circumstances or other conditions may reduce demand for leasing industrial space.

4 unchanged sentences

• Our belief that there is a likelihood that tenants may renew or extend our leases prior to their expirations whenever they have made significant investments in the leased properties, or because those properties may be of strategic importance to them, may not be realized,

• Some of our tenants may not renew expiring leases, and we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties,

• Some of our tenants may not renew expiring leases, and we may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, our properties, and we may need to make significant expenditures to lease our properties,

• The competitive advantages we believe we have may not in fact exist or provide us with the advantages we expect.

We may fail to maintain any of these advantages or our competition may obtain or increase their competitive advantages relative to us,

• We intend to conduct our business activities in a manner that will afford us reasonable access to capital for investment and financing activities.

However, we may not succeed in this regard and we may not have reasonable access to capital, including due to the COVID-19 pandemic and its aftermath,

• We intend to conduct our business activities in a manner that will afford us reasonable access to capital for investing and financing activities.

However, we may not succeed in this regard and we may not have reasonable access to capital,

• Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions.

However, if challenging market conditions, including due to the COVID-19 pandemic and its aftermath, last for a long period or worsen, our tenants may experience liquidity constraints and as a result may be unable to pay rent to us and our ability to operate our business effectively may be challenged.

However, if challenging market conditions last for a long period or worsen, our tenants may experience liquidity constraints and as a result may be unable to pay rent to us and our ability to operate our business effectively may be challenged.

If our operating results and financial condition are significantly negatively impacted by the current economic conditions or otherwise, we may fail to satisfy those covenants and conditions,

• Actual costs under our revolving credit facility will be higher than LIBOR plus a premium because of fees and expenses associated with such debt,

• We may be unable to repay our debt obligations when they become due,

• The maximum borrowing availability under our revolving credit facility may be increased to up to $1.5 billion in certain circumstances.

7 unchanged sentences

• Our existing joint venture and any other joint ventures that we may enter may not be successful,

• Our Board of Trustees considers, among other factors, our distribution rate compared to the trading price of our common shares and to the dividend yields of other industrial REITs when setting our distributions to shareholders.

• Our Board of Trustees considers, among other factors, our dividend yield and our dividend yield compared to the dividend yields of other industrial REITs when setting our distributions to shareholders.

This may imply that we will maintain or seek to maintain a specific dividend yield on our common shares.

5 unchanged sentences

However, the full extent of the future impact of the COVID-19 pandemic to us is unknown and we may not realize similar or better operating results in the future,

• We face limited lease expirations over the next 12 months and we have granted requests to certain of our tenants to defer rent payments in exchange for increased payments over, in most cases, a 12-month period beginning in September 2020.

• We face limited lease expirations in 2021 and we have granted requests to certain of our tenants to defer rent payments in exchange for increased payments over, in most cases, a 12-month period which began in September 2020.

However, current market and economic conditions may deteriorate and such deterioration may result in an increase in tenant defaults and terminations, and these concessions and assistance given to our tenants may not allow them to continue to be successful during this challenging time,

15 unchanged sentences

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 4. Controls and Procedures