Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 25, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38342 | |
Entity Registrant Name | INDUSTRIAL LOGISTICS PROPERTIES TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 82-2809631 | |
Entity Address, Address Line One | Two Newton Place, | |
Entity Address, Address Line Two | 255 Washington Street, | |
Entity Address, Address Line Three | Suite 300 | |
Entity Address, City or Town | Newton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02458-1634 | |
City Area Code | 617 | |
Local Phone Number | 219-1460 | |
Title of 12(b) Security | Common Shares of Beneficial Interest | |
Trading Symbol | ILPT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,404,592 | |
Entity Central Index Key | 0001717307 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Real estate properties: | ||
Land | $ 718,565 | $ 709,099 |
Buildings and improvements | 1,217,458 | 1,099,971 |
Total real estate properties, gross | 1,936,023 | 1,809,070 |
Accumulated depreciation | (164,843) | (141,406) |
Total real estate properties, net | 1,771,180 | 1,667,664 |
Investment in unconsolidated joint venture | 63,260 | 60,590 |
Acquired real estate leases, net | 79,475 | 83,644 |
Cash and cash equivalents | 44,093 | 22,834 |
Rents receivable, including straight line rents of $68,426 and $62,753, respectively | 74,224 | 69,511 |
Deferred leasing costs, net | 7,037 | 4,595 |
Debt issuance costs, net | 464 | 1,477 |
Due from related persons | 0 | 2,665 |
Other assets, net | 8,362 | 2,765 |
Total assets | 2,048,095 | 1,915,745 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Revolving credit facility | 354,000 | 221,000 |
Mortgage notes payable, net | 645,987 | 645,579 |
Assumed real estate lease obligations, net | 13,037 | 14,630 |
Accounts payable and other liabilities | 16,942 | 14,716 |
Rents collected in advance | 11,823 | 7,811 |
Security deposits | 6,933 | 6,540 |
Due to related persons | 3,344 | 2,279 |
Total liabilities | 1,052,066 | 912,555 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Common shares of beneficial interest, $.01 par value: 100,000,000 shares authorized; 65,404,879 and 65,301,088 shares issued and outstanding, respectively | 654 | 653 |
Additional paid in capital | 1,011,835 | 1,010,819 |
Cumulative net income | 280,701 | 224,226 |
Cumulative common distributions | (297,161) | (232,508) |
Total equity attributable to common shareholders | 996,029 | 1,003,190 |
Total liabilities and shareholders' equity | $ 2,048,095 | $ 1,915,745 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Straight line rents | $ 68,426 | $ 62,753 |
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, shares issued (in shares) | 65,404,879 | 65,301,088 |
Common shares, shares outstanding (in shares) | 65,404,879 | 65,301,088 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES: | ||||
Rental income | $ 54,981 | $ 65,106 | $ 163,378 | $ 194,494 |
Expenses: | ||||
Real estate taxes | 7,617 | 9,036 | 22,353 | 26,779 |
Other operating expenses | 4,417 | 5,511 | 13,734 | 15,733 |
Depreciation and amortization | 12,694 | 18,488 | 37,202 | 55,303 |
Acquisition and certain other transaction related costs | 0 | 178 | 646 | 178 |
General and administrative | 4,728 | 5,180 | 12,718 | 14,857 |
Total expenses | 29,456 | 38,393 | 86,653 | 112,850 |
Gain on sale of real estate | 940 | 0 | 940 | 0 |
Interest income | 0 | 0 | 0 | 113 |
Interest expense (including net amortization of debt issuance costs, premiums and discounts of $505, $664, $1,516 and $1,893, respectively) | (9,084) | (12,886) | (26,468) | (40,610) |
Gain on early extinguishment of debt | 0 | 0 | 0 | 120 |
Income before income tax expense and equity in earnings of investees | 17,381 | 13,827 | 51,197 | 41,267 |
Income tax expense | (72) | (13) | (177) | (202) |
Equity in earnings of investees | 998 | 0 | 5,455 | 0 |
Net income | 18,307 | 13,814 | 56,475 | 41,065 |
Net loss attributable to noncontrolling interest | 0 | 275 | 0 | 691 |
Net income attributable to common shareholders | $ 18,307 | $ 14,089 | $ 56,475 | $ 41,756 |
Weighted average common shares outstanding - basic (in shares) | 65,178 | 65,112 | 65,154 | 65,092 |
Weighted average common shares outstanding - diluted (in shares) | 65,230 | 65,129 | 65,205 | 65,101 |
Net income attributable to common shareholders - basic (in dollars per share) | $ 0.28 | $ 0.22 | $ 0.86 | $ 0.64 |
Net income attributable to common shareholders - diluted (in dollars per share) | $ 0.28 | $ 0.22 | $ 0.86 | $ 0.64 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Amortization of debt issuance costs and premium | $ 505 | $ 664 | $ 1,516 | $ 1,893 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Total Equity Attributable to Common Shareholders | Common shares | Additional Paid-in Capital | Cumulative Net Income | Cumulative Common Distributions | Total Attributable to Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 65,180,628 | ||||||
Beginning balance at Dec. 31, 2019 | $ 995,690 | $ 995,690 | $ 652 | $ 999,302 | $ 142,155 | $ (146,419) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 12,694 | 12,846 | 12,846 | (152) | |||
Shares grants (in shares) | 6,000 | ||||||
Share grants | 326 | 326 | 326 | ||||
Share repurchases (in shares) | (951) | ||||||
Share repurchases | (18) | (18) | (18) | ||||
Distributions to common shareholders | (21,510) | (21,510) | (21,510) | ||||
Contributions from noncontrolling interest | 107,640 | 6,972 | 6,972 | 100,668 | |||
Ending balance (in shares) at Mar. 31, 2020 | 65,185,677 | ||||||
Ending balance at Mar. 31, 2020 | 1,094,822 | 994,306 | $ 652 | 1,006,582 | 155,001 | (167,929) | 100,516 |
Beginning balance (in shares) at Dec. 31, 2019 | 65,180,628 | ||||||
Beginning balance at Dec. 31, 2019 | 995,690 | 995,690 | $ 652 | 999,302 | 142,155 | (146,419) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 41,065 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 65,301,088 | ||||||
Ending balance at Sep. 30, 2020 | 1,077,423 | 983,744 | $ 653 | 1,010,139 | 183,911 | (210,959) | 93,679 |
Beginning balance (in shares) at Mar. 31, 2020 | 65,185,677 | ||||||
Beginning balance at Mar. 31, 2020 | 1,094,822 | 994,306 | $ 652 | 1,006,582 | 155,001 | (167,929) | 100,516 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 14,557 | 14,821 | 14,821 | (264) | |||
Shares grants (in shares) | 24,500 | ||||||
Share grants | 654 | 654 | 654 | ||||
Share repurchases (in shares) | (613) | ||||||
Share repurchases | (13) | (13) | (13) | ||||
Distributions to common shareholders | (21,511) | (21,511) | (21,511) | ||||
Distributions to noncontrolling interest | (1,898) | (1,898) | |||||
Ending balance (in shares) at Jun. 30, 2020 | 65,209,564 | ||||||
Ending balance at Jun. 30, 2020 | 1,086,611 | 988,257 | $ 652 | 1,007,223 | 169,822 | (189,440) | 98,354 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 13,814 | 14,089 | 14,089 | (275) | |||
Shares grants (in shares) | 108,600 | ||||||
Share grants | 676 | 676 | $ 1 | 675 | |||
Share repurchases (in shares) | (16,496) | ||||||
Share repurchases | $ (351) | (351) | (351) | ||||
Share forfeitures (in shares) | (580) | ||||||
Share forfeitures | $ (3) | ||||||
Distributions to common shareholders | (21,519) | (21,519) | (21,519) | ||||
Contributions from noncontrolling interest | 302 | 2,595 | 2,595 | (2,293) | |||
Distributions to noncontrolling interest | (2,107) | (2,107) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 65,301,088 | ||||||
Ending balance at Sep. 30, 2020 | 1,077,423 | $ 983,744 | $ 653 | 1,010,139 | 183,911 | (210,959) | $ 93,679 |
Beginning balance (in shares) at Dec. 31, 2020 | 65,301,088 | ||||||
Beginning balance at Dec. 31, 2020 | 1,003,190 | $ 653 | 1,010,819 | 224,226 | (232,508) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 19,337 | 19,337 | |||||
Share grants | 239 | 239 | |||||
Distributions to common shareholders | (21,550) | (21,550) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 65,301,088 | ||||||
Ending balance at Mar. 31, 2021 | 1,001,216 | $ 653 | 1,011,058 | 243,563 | (254,058) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 65,301,088 | ||||||
Beginning balance at Dec. 31, 2020 | 1,003,190 | $ 653 | 1,010,819 | 224,226 | (232,508) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 56,475 | ||||||
Distributions to common shareholders | (64,653) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 65,404,879 | ||||||
Ending balance at Sep. 30, 2021 | 996,029 | $ 654 | 1,011,835 | 280,701 | (297,161) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 65,301,088 | ||||||
Beginning balance at Mar. 31, 2021 | 1,001,216 | $ 653 | 1,011,058 | 243,563 | (254,058) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 18,831 | 18,831 | |||||
Shares grants (in shares) | 21,000 | ||||||
Share grants | 780 | 780 | |||||
Share repurchases (in shares) | (7,733) | ||||||
Share repurchases | (202) | (202) | |||||
Distributions to common shareholders | (21,549) | (21,549) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 65,314,355 | ||||||
Ending balance at Jun. 30, 2021 | 999,076 | $ 653 | 1,011,636 | 262,394 | (275,607) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 18,307 | 18,307 | |||||
Shares grants (in shares) | 118,800 | ||||||
Share grants | 917 | $ 1 | 916 | ||||
Share repurchases (in shares) | (27,576) | ||||||
Share repurchases | (713) | (713) | |||||
Share forfeitures (in shares) | (700) | ||||||
Share forfeitures | (4) | (4) | |||||
Distributions to common shareholders | (21,554) | (21,554) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 65,404,879 | ||||||
Ending balance at Sep. 30, 2021 | $ 996,029 | $ 654 | $ 1,011,835 | $ 280,701 | $ (297,161) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 56,475 | $ 41,065 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 23,500 | 34,307 |
Net amortization of debt issuance costs, premiums and discounts | 1,516 | 1,893 |
Amortization of acquired real estate leases and assumed real estate lease obligations | 12,567 | 19,458 |
Amortization of deferred leasing costs | 620 | 952 |
Straight line rental income | (5,673) | (6,183) |
Gain on sale of real estate | (940) | 0 |
Gain on early extinguishment of debt | 0 | (120) |
Other non-cash expenses | 1,932 | 1,652 |
Unconsolidated joint venture distributions | 1,980 | 0 |
Equity in earnings of investees | (5,455) | 0 |
Change in assets and liabilities: | ||
Rents receivable | 960 | (1,984) |
Deferred leasing costs | (2,758) | (514) |
Due from related persons | 2,665 | 1,504 |
Other assets | (5,596) | (2,413) |
Accounts payable and other liabilities | 1,657 | 3,865 |
Rents collected in advance | 4,012 | (1,210) |
Security deposits | 393 | 71 |
Due to related persons | 1,065 | 589 |
Net cash provided by operating activities | 88,920 | 92,932 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions and deposits | (134,730) | (71,628) |
Real estate improvements | (2,373) | (4,495) |
Proceeds from sale of real estate | 1,206 | 0 |
Proceeds from sale of joint venture | 804 | 0 |
Distributions in excess of earnings from Affiliates Insurance Company | 0 | 287 |
Net cash used in investing activities | (135,093) | (75,836) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under revolving credit facility | 246,000 | 180,000 |
Repayments of revolving credit facility | (113,000) | (170,000) |
Repayment of mortgage note payable | 0 | (48,750) |
Distributions to common shareholders | (64,653) | (64,540) |
Proceeds from noncontrolling interest, net | 0 | 107,942 |
Distributions to noncontrolling interest | 0 | (4,005) |
Repurchase of common shares | (915) | (382) |
Net cash provided by financing activities | 67,432 | 265 |
Increase in cash, cash equivalents and restricted cash | 21,259 | 17,361 |
Cash, cash equivalents and restricted cash at beginning of period | 22,834 | 34,550 |
Cash, cash equivalents and restricted cash at end of period | 44,093 | 51,911 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid | 24,708 | 39,125 |
Income taxes paid | 386 | 199 |
NON-CASH INVESTING ACTIVITIES: | ||
Real estate improvements accrued, not paid | 799 | 741 |
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Cash and cash equivalents | 44,093 | 39,105 |
Restricted cash | 0 | 12,806 |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 44,093 | $ 51,911 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries, or the Company, ILPT, 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, 2020, or our 2020 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. 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. |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments As of September 30, 2021, our portfolio was comprised of 294 wholly owned properties containing approximately 36,488,000 rentable square feet, including 226 buildings, leasable land parcels and easements containing approximately 16,729,000 rentable square feet of primarily industrial lands located on the island of Oahu, Hawaii, or our Hawaii Properties, and 68 properties containing approximately 19,759,000 rentable square feet of industrial properties located in 32 other states, or our Mainland Properties. As of September 30, 2021, we also owned a 22% equity interest in an unconsolidated joint venture which owns 12 properties located in nine states totaling approximately 9,227,000 rentable square feet. We operate in one business segment: ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands. For the three months ended September 30, 2021 and 2020, approximately 50.5% and 40.7%, respectively, of our rental income was from our Hawaii Properties. For the nine months ended September 30, 2021 and 2020, approximately 50.7% and 41.0%, respectively, of our rental income was from our Hawaii Properties. In addition, subsidiaries of Amazon.com, Inc., which are tenants at certain of our Mainland Properties, accounted for $5,231, or 9.5%, and $10,288, or 15.8%, of our rental income for the three months ended September 30, 2021 and 2020, respectively, and $16,117, or 9.9%, and $30,349, or 15.6%, of our rental income for the nine months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021, we acquired four industrial properties and one parcel of developable land containing 1,644,508 rentable square feet for an aggregate purchase price of $134,730, including acquisition related costs of $1,030. These acquisitions were accounted for as asset acquisitions. We allocated the purchase prices for these acquisitions based on the estimated fair value of the acquired assets as follows: Number Rentable Buildings Acquired Acquired of Square Purchase and Real Estate Real Estate Date Market Area Properties Feet Price Land Improvements Leases Lease Obligations May 2021 Dallas, TX 1 — $ 2,319 $ 2,319 $ — $ — $ — June 2021 Columbus, OH 1 357,504 31,762 1,491 27,407 2,864 — August 2021 Memphis, TN 3 1,287,004 100,649 5,922 87,600 7,192 (65) 5 1,644,508 $ 134,730 $ 9,732 $ 115,007 $ 10,056 $ (65) As a result of eminent domain taking in September 2021, we sold a portion of a land parcel located in Rock Hill, South Carolina for $1,400, excluding closing costs, resulting in a net gain on sale of real estate of $940. In October 2021, we entered into an agreement to acquire a recently built property located in the Detroit, Michigan market area containing approximately 1,009,000 rentable square feet and net leased to a single e-commerce tenant for a purchase price of $120,000, excluding acquisition related costs. This acquisition is expected to close during the fourth quarter of 2021. However, this acquisition is subject to conditions; accordingly, we cannot be sure that we will complete this acquisition, that this will not be delayed or that the terms will not change. During the nine months ended September 30, 2021, we committed $7,074 for expenditures related to leasing related costs for leases executed during the period for approximately 2,002,000 square feet. Committed but unspent tenant related obligations based on existing leases as of September 30, 2021 were $2,315. 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 plans to change the use of those lands. As of both September 30, 2021 and December 31, 2020, 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. Joint Venture Activities As of September 30, 2021, we have an equity investment in a joint venture that consists of the following: ILPT Carrying Value ILPT of Investment at Number of Square Joint Venture Ownership September 30, 2021 Properties Location Feet 12 properties 22% $ 63,260 12 Nine states 9,226,729 The following table provides a summary of the mortgage debts of our joint venture: Principal Balance at September 30, Joint Venture Coupon Rate (1) Maturity Date 2021 (2) Mortgage note payable (secured by one property in Florida) 3.60% 10/1/2023 $ 56,980 Mortgage note payable (secured by 11 other properties in eight states) 3.33% 11/7/2029 350,000 Weighted average/total 3.37% $ 406,980 (1) Includes the effect of mark to market purchase accounting. (2) Amounts are not adjusted for our minority interest; none of the debt is recourse to us. During the nine months ended September 30, 2020, we entered into agreements related to this joint venture for 12 of our properties in the mainland United States, or our joint venture, with an Asian institutional investor and contributed those 12 properties to our joint venture. We received an aggregate of $108,676 from that investor for a 39% equity interest in our joint venture and we retained the remaining 61% equity interest in our joint venture. We recognized a 39% noncontrolling interest in our condensed consolidated financial statements for the three and nine months ended September 30, 2020. The portion of our 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, our joint venture made aggregate cash distributions of $2,107 and $4,005, respectively, to the first joint venture investor, which were reflected as a decrease in total equity attributable to noncontrolling interest in our condensed consolidated balance sheets. In November 2020, we sold an additional 39% equity interest from our then remaining 61% equity interest to a second unrelated third party institutional investor and retained a 22% equity interest in our joint venture. Effective as of the date of the sale, we deconsolidated our joint venture and, since that time, we account for our joint venture using the equity method of accounting under the fair value option. During the three and nine months ended September 30, 2021, we recorded an increase in the fair value of our investment in our joint venture of $998 and $5,455, respectively, as equity in earnings of investees in our condensed consolidated statements of comprehensive income. In addition, during the three and nine months ended September 30, 2021, our joint venture made aggregate cash distributions of $660 and $1,980, respectively, to us. See Note 5 for more information regarding our joint venture. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 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 $9,478 and $11,943 for the three months ended September 30, 2021 and 2020, respectively, of which tenant reimbursements totaled $9,233 and $11,698, respectively, and $28,733 and $35,103 for the nine months ended September 30, 2021 and 2020, respectively, of which tenant reimbursements totaled $27,998 and $34,368, respectively. We increased rental income to record revenue on a straight line basis by $1,678 and $2,120 for the three months ended September 30, 2021 and 2020, respectively, and $5,673 and $6,183 for the nine months ended September 30, 2021 and 2020, respectively. Rents receivable included $68,426 and $62,753 of straight line rents at September 30, 2021 and December 31, 2020, respectively. During the year ended December 31, 2020, certain of our tenants requested, and we granted, relief from their obligations to pay rent due to us in response to the economic conditions resulting from the COVID-19 pandemic. In most cases, the tenants granted deferrals were obligated to pay the deferred rents in 12 equal monthly installments beginning in September 2020. As of September 30, 2021 and December 31, 2020, deferred payments totaling $1,168 and $2,630, respectively, are included in rents receivable in our condensed consolidated balance sheets. These deferred amounts did not impact our operating results for the three or nine months ended September 30, 2021 or 2020. |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness As of September 30, 2021, our outstanding indebtedness consisted of the following: Net Book Value Principal Balance as of of Collateral September 30, December 31, Interest At September 30, 2021 (1) 2020 (1) Rate Maturity 2021 Unsecured revolving credit facility (2) $ 354,000 $ 221,000 1.39 % Dec 2021 $ — Mortgage notes payable (secured by 186 properties in Hawaii) 650,000 650,000 4.31 % Feb 2029 491,119 1,004,000 871,000 $ 491,119 Unamortized debt issuance costs (4,013) (4,421) $ 999,987 $ 866,579 (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 We have a $750,000 unsecured revolving credit facility, or our 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 have the option to extend the maturity date of our revolving credit facility for two, six 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, 2021. 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. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | 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, 2021 and December 31, 2020, 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, 2021 At December 31, 2020 Carrying Estimated Carrying Estimated Value (1) Fair Value Value (1) Fair Value Mortgage notes payable $ 645,987 $ 713,330 $ 645,579 $ 730,119 (1) Includes unamortized debt issuance costs of $4,013 and $4,421 as of September 30, 2021 and December 31, 2020, 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. The table below presents certain of our assets measured on a recurring basis at fair value at September 30, 2021 , categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset: Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Recurring fair value measurements Investment in unconsolidated joint venture (1) $ 63,260 $ — $ — $ 63,260 (1) We own a 22% equity interest in a joint venture that owns 12 properties and is included in investment in unconsolidated joint venture in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value are discount rates of between 4.8% and 7.3%, exit capitalization rates of between 4.4% and 6.8%, holding periods of approximately 10 years and market rents. The assumptions are based on the location, type and nature of each property, and current and anticipated market conditions, which are derived from appraisers, industry publications and our experience. See Note 2 for further information regarding our investment in this joint venture. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Common Share Awards On June 2, 2021, in accordance with our Trustee compensation arrangements, we awarded to each of our six Trustees 3,500 of our common shares, valued at $25.62 per share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day. On September 15, 2021, we awarded under our equity compensation plan an aggregate of 118,800 of our common shares, valued at $25.98 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 Repurchases During the three and nine months ended September 30, 2021, we purchased an aggregate of 27,576 and 35,309 of our common shares valued at a weighted average share price of $25.84 and $25.98 per share, respectively, from our officers and certain current and 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. Distributions During the nine months ended September 30, 2021, we declared and paid regular quarterly distributions to common shareholders as follows: Declaration Date Record Date Payment Date Distribution Per Share Total Distribution January 14, 2021 January 25, 2021 February 18, 2021 $ 0.33 $ 21,550 April 15, 2021 April 26, 2021 May 20, 2021 0.33 21,549 July 15, 2021 July 26, 2021 August 19, 2021 0.33 21,554 $ 0.99 $ 64,653 On October 14, 2021, we declared a regular quarterly distribution to common shareholders of record on October 25, 2021 of $0.33 per share, or approximately $21,600 in aggregate. We expect to pay this distribution to our shareholders on or about November 18, 2021. |
Per Common Share Amounts
Per Common Share Amounts | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Per Common Share Amounts | 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 common 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerators: Net income attributable to common shareholders $ 18,307 $ 14,089 $ 56,475 $ 41,756 Income attributable to unvested participating securities (43) (24) (140) (70) Net income attributable to common shareholders used in calculating earnings per share $ 18,264 $ 14,065 $ 56,335 $ 41,686 Denominators: Weighted average common shares for basic earnings per share 65,178 65,112 65,154 65,092 Effect of dilutive securities: unvested share awards 52 17 51 9 Weighted average common shares for diluted earnings per share 65,230 65,129 65,205 65,101 Net income attributable to common shareholders per common share - basic $ 0.28 $ 0.22 $ 0.86 $ 0.64 Net income attributable to common shareholders per common share - diluted $ 0.28 $ 0.22 $ 0.86 $ 0.64 |
Business and Property Managemen
Business and Property Management Agreements with RMR LLC | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Business and Property Management Agreements with RMR LLC | 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 $2,708 and $7,832 for the three and nine months ended September 30, 2021, respectively, and $3,410 and $9,994 for the three and nine months ended September 30, 2020, 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 paid to RMR LLC for those periods by our joint venture we then owned a majority interest in and whose operating results we reported on a consolidated basis. Beginning in November 2020, our ownership in our joint venture was reduced to a minority interest; as a result, we ceased at that time to consolidate our joint venture’s operating results and, since then, we do not include the management fees it pays to RMR LLC in the management fees we pay to RMR LLC. Our joint venture is further described in Notes 2 and 9. Based on our common share total return, as defined in our business management agreement, as of September 30, 2021 and 2020, no incentive fees are included in the net business management fees we recognized for the three or nine months ended September 30, 2021 or 2020. The actual amount of annual incentive fees for 2021, if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, 2021, and will be payable in January 2022. We did not incur any incentive fee payable to RMR LLC for the year ended December 31, 2020. We include business management fees in general and administrative expenses in our condensed consolidated statements of comprehensive income. We and RMR LLC amended our business management agreement effective August 1, 2021 to replace the benchmark index used in the calculation of incentive management fees. Pursuant to the amendment, for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Industrial REIT Index will replace the discontinued SNL U.S. REIT Industrial Index and be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR LLC. For periods prior to August 1, 2021, the SNL U.S. REIT Industrial Index will continue to be used. Accordingly, the calculation of incentive management fees for the next three measurement periods will continue to use the SNL U.S. REIT Industrial Index in calculating the benchmark returns for periods through July 31, 2021. This change of index was due to S&P Global ceasing to publish the SNL U.S. REIT Industrial Index. Pursuant to our property management agreement with RMR LLC, we recognized aggregate property management and construction supervision fees of $1,675 and $4,860 for the three and nine months ended September 30, 2021, respectively, and $1,914 and $5,697 for the three and nine months ended September 30, 2020, respectively. Of these amounts, for the three and nine months ended September 30, 2021, $1,598 and $4,751, respectively, were expensed to other operating expenses in our condensed consolidated financial statements and $77 and $109, respectively, were capitalized as building improvements in our condensed consolidated balance sheets. For the three and nine months ended September 30, 2020, $1,866 and $5,539, respectively, were expensed to other operating expenses in our condensed consolidated financial statements and $48 and $158, respectively, were capitalized as building improvements in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets. 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 $1,184 and $3,451 for these expenses and costs for the three and nine months ended September 30, 2021, respectively, and $1,328 and $3,744 for the three and nine months ended September 30, 2020, 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 9 for further information regarding our relationships, agreements and transactions with RMR LLC. |
Related Person Transactions
Related Person Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | 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 and employee 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 and as a managing trustee or managing director of those 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 6 for information relating to the awards of our common shares we made in September 2021 to our officers and certain other employees of RMR LLC and common shares we purchased from our officers and certain current and 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. 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 8 for further information regarding our management agreements with RMR LLC. Our Joint Venture . As of December 31, 2020, our joint venture owed to us $2,665 for post-closing adjustments relating to our sale of some of our equity interests in the joint venture to a second third party institutional investor in November 2020. Our joint venture paid these amounts due to us during the nine months ended September 30, 2021. TA. In May 2021, we acquired a property located in the Dallas, Texas market from TravelCenters of America Inc., or TA, for a purchase price of $2,319, including acquisition related costs of $119. RMR LLC provides management services to TA and Mr. Portnoy serves as the chair of the board of directors and as a managing director of TA. See Note 2 for further information regarding this acquisition. For further information about these and other such relationships and certain other related person transactions, see our 2020 Annual Report. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and basis of presentation | The accompanying condensed consolidated financial statements of Industrial Logistics Properties Trust and its consolidated subsidiaries, or the Company, ILPT, 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, 2020, or our 2020 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. |
Use of estimates | 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. |
Fair value of assets and liabilities | 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. |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Schedule of real estate properties | We allocated the purchase prices for these acquisitions based on the estimated fair value of the acquired assets as follows: Number Rentable Buildings Acquired Acquired of Square Purchase and Real Estate Real Estate Date Market Area Properties Feet Price Land Improvements Leases Lease Obligations May 2021 Dallas, TX 1 — $ 2,319 $ 2,319 $ — $ — $ — June 2021 Columbus, OH 1 357,504 31,762 1,491 27,407 2,864 — August 2021 Memphis, TN 3 1,287,004 100,649 5,922 87,600 7,192 (65) 5 1,644,508 $ 134,730 $ 9,732 $ 115,007 $ 10,056 $ (65) |
Summary of investment in unconsolidated joint ventures | As of September 30, 2021, we have an equity investment in a joint venture that consists of the following: ILPT Carrying Value ILPT of Investment at Number of Square Joint Venture Ownership September 30, 2021 Properties Location Feet 12 properties 22% $ 63,260 12 Nine states 9,226,729 |
Summary of the mortgage debt of our joint venture | The following table provides a summary of the mortgage debts of our joint venture: Principal Balance at September 30, Joint Venture Coupon Rate (1) Maturity Date 2021 (2) Mortgage note payable (secured by one property in Florida) 3.60% 10/1/2023 $ 56,980 Mortgage note payable (secured by 11 other properties in eight states) 3.33% 11/7/2029 350,000 Weighted average/total 3.37% $ 406,980 (1) Includes the effect of mark to market purchase accounting. (2) Amounts are not adjusted for our minority interest; none of the debt is recourse to us. |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding indebtedness | As of September 30, 2021, our outstanding indebtedness consisted of the following: Net Book Value Principal Balance as of of Collateral September 30, December 31, Interest At September 30, 2021 (1) 2020 (1) Rate Maturity 2021 Unsecured revolving credit facility (2) $ 354,000 $ 221,000 1.39 % Dec 2021 $ — Mortgage notes payable (secured by 186 properties in Hawaii) 650,000 650,000 4.31 % Feb 2029 491,119 1,004,000 871,000 $ 491,119 Unamortized debt issuance costs (4,013) (4,421) $ 999,987 $ 866,579 (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 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and the estimated fair market value of mortgage notes payable | At September 30, 2021 and December 31, 2020, 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, 2021 At December 31, 2020 Carrying Estimated Carrying Estimated Value (1) Fair Value Value (1) Fair Value Mortgage notes payable $ 645,987 $ 713,330 $ 645,579 $ 730,119 (1) Includes unamortized debt issuance costs of $4,013 and $4,421 as of September 30, 2021 and December 31, 2020, respectively. |
Fair Value Measurements, Recurring and Nonrecurring | The table below presents certain of our assets measured on a recurring basis at fair value at September 30, 2021 , categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset: Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) Recurring fair value measurements Investment in unconsolidated joint venture (1) $ 63,260 $ — $ — $ 63,260 (1) We own a 22% equity interest in a joint venture that owns 12 properties and is included in investment in unconsolidated joint venture in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value are discount rates of between 4.8% and 7.3%, exit capitalization rates of between 4.4% and 6.8%, holding periods of approximately 10 years and market rents. The assumptions are based on the location, type and nature of each property, and current and anticipated market conditions, which are derived from appraisers, industry publications and our experience. See Note 2 for further information regarding our investment in this joint venture. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of distributions declared and paid | During the nine months ended September 30, 2021, we declared and paid regular quarterly distributions to common shareholders as follows: Declaration Date Record Date Payment Date Distribution Per Share Total Distribution January 14, 2021 January 25, 2021 February 18, 2021 $ 0.33 $ 21,550 April 15, 2021 April 26, 2021 May 20, 2021 0.33 21,549 July 15, 2021 July 26, 2021 August 19, 2021 0.33 21,554 $ 0.99 $ 64,653 |
Per Common Share Amounts (Table
Per Common Share Amounts (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares | The calculation of basic and diluted earnings per share is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerators: Net income attributable to common shareholders $ 18,307 $ 14,089 $ 56,475 $ 41,756 Income attributable to unvested participating securities (43) (24) (140) (70) Net income attributable to common shareholders used in calculating earnings per share $ 18,264 $ 14,065 $ 56,335 $ 41,686 Denominators: Weighted average common shares for basic earnings per share 65,178 65,112 65,154 65,092 Effect of dilutive securities: unvested share awards 52 17 51 9 Weighted average common shares for diluted earnings per share 65,230 65,129 65,205 65,101 Net income attributable to common shareholders per common share - basic $ 0.28 $ 0.22 $ 0.86 $ 0.64 Net income attributable to common shareholders per common share - diluted $ 0.28 $ 0.22 $ 0.86 $ 0.64 |
Real Estate Investments - Narra
Real Estate Investments - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 27, 2021USD ($)ft² | Sep. 30, 2021USD ($)ft²propertybuildingstate | Nov. 30, 2020 | Sep. 30, 2021USD ($)ft²propertybuildingstate | Sep. 30, 2020USD ($)property | Sep. 30, 2021USD ($)ft²segmentpropertybuildingstate | Sep. 30, 2020USD ($)property | Dec. 31, 2020USD ($) | |
Real Estate Properties [Line Items] | ||||||||
Number of properties owned | property | 294 | 294 | 294 | |||||
Net rentable area | ft² | 36,488,000 | 36,488,000 | 36,488,000 | |||||
Number of business segments | segment | 1 | |||||||
Rental income | $ 54,981 | $ 65,106 | $ 163,378 | $ 194,494 | ||||
Net gain on sale | 940 | 0 | ||||||
Land | $ 718,565 | $ 718,565 | 718,565 | $ 709,099 | ||||
Commitments related to tenant improvements and leasing costs | $ 7,074 | |||||||
Net rentable area | ft² | 2,002,000 | 2,002,000 | 2,002,000 | |||||
Committed bus unspent tenant related obligations | $ 2,315 | $ 2,315 | $ 2,315 | |||||
Accrued environmental remediation costs | $ 6,940 | 6,940 | 6,940 | $ 6,940 | ||||
Proceeds from sale of joint venture | 804 | 0 | ||||||
Net loss attributable to noncontrolling interest | 0 | 275 | 0 | 691 | ||||
Equity in earnings of investees | $ 998 | 0 | $ 5,455 | 0 | ||||
2021 Asset Acquisition | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net rentable area | ft² | 1,644,508 | 1,644,508 | 1,644,508 | |||||
Number of properties | property | 5 | |||||||
Payments to acquire property, plant, and equipment | $ 134,730 | |||||||
Acquisition related cost | 1,030 | |||||||
Land | $ 9,732 | $ 9,732 | $ 9,732 | |||||
Land | 2021 Asset Acquisition | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of properties | property | 1 | |||||||
Industrial Property | 2021 Asset Acquisition | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of properties | property | 4 | |||||||
Amazon Inc Subsidiaries | ||||||||
Real Estate Properties [Line Items] | ||||||||
Rental income | $ 5,231 | $ 10,288 | $ 16,117 | $ 30,349 | ||||
Sales Revenue, Net | Customer Concentration Risk | Amazon Inc Subsidiaries | ||||||||
Real Estate Properties [Line Items] | ||||||||
Percentage of revenues | 9.50% | 15.80% | 9.90% | 15.60% | ||||
Hawaii | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net rentable area | ft² | 16,729,000 | 16,729,000 | 16,729,000 | |||||
Number of buildings, leasable land parcels easements | building | 226 | 226 | 226 | |||||
Hawaii | Sales Revenue, Net | Geographic Concentration Risk | ||||||||
Real Estate Properties [Line Items] | ||||||||
Percentage of revenues | 50.50% | 40.70% | 50.70% | 41.00% | ||||
Other States | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of properties owned | property | 68 | 68 | 68 | |||||
Net rentable area | ft² | 19,759,000 | 19,759,000 | 19,759,000 | |||||
Number of states where real estate is located | state | 32 | 32 | 32 | |||||
Columbus, Ohio | 2021 Asset Acquisition | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net rentable area | ft² | 357,504 | 357,504 | 357,504 | |||||
Number of properties | property | 1 | |||||||
Payments to acquire property, plant, and equipment | $ 31,762 | |||||||
Land | $ 1,491 | $ 1,491 | 1,491 | |||||
Rock Hill, SC | Land | Disposed of by Sale | ||||||||
Real Estate Properties [Line Items] | ||||||||
Sales price | 1,400 | $ 1,400 | $ 1,400 | |||||
Net gain on sale | $ 940 | |||||||
Memphis, TN and Southhaven, MS | 2021 Asset Acquisition | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net rentable area | ft² | 1,287,004 | 1,287,004 | 1,287,004 | |||||
Number of properties | property | 3 | |||||||
Payments to acquire property, plant, and equipment | $ 100,649 | |||||||
Land | $ 5,922 | $ 5,922 | $ 5,922 | |||||
Detroit, MI | 2021 Asset Acquisition | Subsequent Event | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net rentable area | ft² | 1,009,000 | |||||||
Payments to acquire property, plant, and equipment | $ 120 | |||||||
Twelve Mainland Properties | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net rentable area | ft² | 9,226,729 | 9,226,729 | 9,226,729 | |||||
Number of states where real estate is located | state | 9 | 9 | 9 | |||||
Equity interest remaining | 22.00% | 22.00% | 22.00% | 22.00% | ||||
Number of properties contributed | property | 12 | 12 | 12 | 12 | 12 | |||
Ownership percentage sold | 39.00% | |||||||
Proceeds from sale of joint venture | $ 108,676 | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 39.00% | 39.00% | ||||||
Ownership interest | 61.00% | 61.00% | ||||||
Cash distributions | $ 660 | $ 2,107 | $ 1,980 | $ 4,005 | ||||
Twelve Mainland Properties | Variable Interest Entity | ||||||||
Real Estate Properties [Line Items] | ||||||||
Net loss attributable to noncontrolling interest | $ 275 | $ 691 |
Real Estate Investments - Prope
Real Estate Investments - Property Acquisitions (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)ft²property | Dec. 31, 2020USD ($) | |
Real Estate Properties [Line Items] | ||
Net rentable area | ft² | 36,488,000 | |
Land | $ 718,565 | $ 709,099 |
Buildings and improvements | 1,217,458 | 1,099,971 |
Acquired Real Estate Leases | $ 13,037 | $ 14,630 |
2021 Asset Acquisition | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 5 | |
Net rentable area | ft² | 1,644,508 | |
Purchase Price | $ 134,730 | |
Land | 9,732 | |
Buildings and improvements | 115,007 | |
Acquired Real Estate Leases | 10,056 | |
Acquired Real Estate Lease Obligations | $ (65) | |
Dallas, TX | 2021 Asset Acquisition | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 1 | |
Net rentable area | ft² | 0 | |
Purchase Price | $ 2,319 | |
Land | 2,319 | |
Buildings and improvements | 0 | |
Acquired Real Estate Leases | 0 | |
Acquired Real Estate Lease Obligations | $ 0 | |
Columbus, Ohio | 2021 Asset Acquisition | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 1 | |
Net rentable area | ft² | 357,504 | |
Purchase Price | $ 31,762 | |
Land | 1,491 | |
Buildings and improvements | 27,407 | |
Acquired Real Estate Leases | 2,864 | |
Acquired Real Estate Lease Obligations | $ 0 | |
Memphis, TN and Southhaven, MS | 2021 Asset Acquisition | ||
Real Estate Properties [Line Items] | ||
Number of Properties | property | 3 | |
Net rentable area | ft² | 1,287,004 | |
Purchase Price | $ 100,649 | |
Land | 5,922 | |
Buildings and improvements | 87,600 | |
Acquired Real Estate Leases | 7,192 | |
Acquired Real Estate Lease Obligations | $ (65) |
Real Estate Investments - Joint
Real Estate Investments - Joint Venture Activities (Details) $ in Thousands | Sep. 30, 2021USD ($)ft²stateproperty | Dec. 31, 2020USD ($) | Nov. 30, 2020 | Sep. 30, 2020property |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated joint venture | $ | $ 63,260 | $ 60,590 | ||
Net rentable area | ft² | 36,488,000 | |||
Twelve Mainland Properties | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity interest remaining | 22.00% | 22.00% | ||
Investment in unconsolidated joint venture | $ | $ 63,260 | |||
Number of properties contributed | property | 12 | 12 | ||
Number of states where real estate is located | state | 9 | |||
Net rentable area | ft² | 9,226,729 |
Real Estate Investments - Joi_2
Real Estate Investments - Joint Venture Indebtedness (Details) $ in Thousands | Sep. 30, 2021USD ($)stateproperty | Dec. 31, 2020USD ($) |
Schedule of Equity Method Investments [Line Items] | ||
Principal Balance | $ 1,004,000 | $ 871,000 |
Twelve Mainland Properties | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of states where real estate is located | state | 9 | |
Interest rate (as a percent) | 3.37% | |
Principal Balance | $ 406,980 | |
Twelve Mainland Properties | Mortgage note payable | Mortgage note payable (secured by one property in Florida) | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of properties | property | 1 | |
Interest rate (as a percent) | 3.60% | |
Principal Balance | $ 56,980 | |
Twelve Mainland Properties | Mortgage note payable | Mortgage note payable (secured by 11 other properties in eight states) | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of properties | property | 11 | |
Number of states where real estate is located | state | 8 | |
Interest rate (as a percent) | 3.33% | |
Principal Balance | $ 350,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)installmentPayment | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)installmentPayment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Leases [Abstract] | |||||
Certain variable payments | $ 9,478 | $ 11,943 | $ 28,733 | $ 35,103 | |
Tenant reimbursements | 9,233 | 11,698 | 27,998 | 34,368 | |
Straight line rental income | 1,678 | $ 2,120 | 5,673 | $ 6,183 | |
Straight line rents | $ 68,426 | $ 68,426 | $ 62,753 | ||
Number of monthly installment payments | installmentPayment | 12 | 12 | |||
Increase to accounts receivable from deferred payments | $ 1,168 | $ 2,630 |
Indebtedness - Summary of Outst
Indebtedness - Summary of Outstanding Indebtedness (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
May 31, 2020USD ($)property | Sep. 30, 2021USD ($)optionproperty | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Principal Balance | $ 1,004,000 | $ 871,000 | |
Unamortized debt issuance costs | (4,013) | (4,421) | |
Carrying value | 999,987 | 866,579 | |
Net Book Value of Collateral | $ 491,119 | ||
Hawaii | |||
Debt Instrument [Line Items] | |||
Number of properties used as collateral | property | 186 | ||
Mortgage Note Payable Maturing Nov 2020 | |||
Debt Instrument [Line Items] | |||
Number of properties used as collateral | property | 1 | ||
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Principal Balance | $ 354,000 | 221,000 | |
Interest rate (as a percent) | 1.39% | ||
Net Book Value of Collateral | $ 0 | ||
Number of options to extend maturity date | option | 2 | ||
Extension of maturity date | 6 months | ||
Mortgage note payable | Mortgage notes payable (secured by 186 properties in Hawaii) | |||
Debt Instrument [Line Items] | |||
Principal Balance | $ 650,000 | $ 650,000 | |
Interest rate (as a percent) | 4.31% | ||
Net Book Value of Collateral | $ 491,119 | ||
Mortgage note payable | Mortgage Note Payable Maturing Nov 2020 | |||
Debt Instrument [Line Items] | |||
Principal Balance | $ 48,750 |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2020USD ($)property | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)option | Sep. 30, 2020USD ($) | Oct. 25, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 354,000,000 | $ 354,000,000 | $ 221,000,000 | ||||
Principal Balance | 1,004,000,000 | 1,004,000,000 | $ 871,000,000 | ||||
Gain on early extinguishment of debt | 0 | $ 0 | 0 | $ 120,000 | |||
Mortgage Note Payable Maturing Nov 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties used as collateral | property | 1 | ||||||
Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity of revolving credit facility and term loan | 750,000,000 | $ 750,000,000 | |||||
Number of options to extend maturity date | option | 2 | ||||||
Extension of maturity date | 6 months | ||||||
Option to increase maximum borrowing capacity | $ 1,500,000,000 | $ 1,500,000,000 | |||||
Commitment fee percentage | 0.25% | ||||||
Interest rate at the end of the period (as a percent) | 1.39% | 1.39% | 1.70% | ||||
Weighted average interest rate (as a percent) | 1.42% | 1.57% | 1.46% | 2.51% | |||
Revolving credit facility | $ 354,000,000 | $ 354,000,000 | |||||
Remaining borrowing capacity | 396,000,000 | 396,000,000 | |||||
Principal Balance | $ 354,000,000 | $ 354,000,000 | $ 221,000,000 | ||||
Revolving credit facility | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Revolving credit facility | $ 327,000,000 | ||||||
Remaining borrowing capacity | $ 423,000,000 | ||||||
Revolving credit facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.30% | ||||||
Mortgage note payable | Mortgage Note Payable Maturing Nov 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Principal Balance | $ 48,750,000 | ||||||
Stated interest rate | 3.48% |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments | ||
Mortgage notes payable | $ 645,987 | $ 645,579 |
Carrying Value | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable | 645,987 | 645,579 |
Estimated Fair Value | ||
Fair Value of Financial Instruments | ||
Mortgage notes payable | 713,330 | 730,119 |
Mortgage note payable | ||
Fair Value of Financial Instruments | ||
Unamortized premium | $ 4,013 | $ 4,421 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Assets Measured on Recurring Basis (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)property | |
Twelve Mainland Properties | |
Fair Value of Financial Instruments | |
Equity interest remaining | 22.00% |
Number of properties contributed | property | 12 |
Fair Value, Inputs, Level 3 | |
Fair Value of Financial Instruments | |
Holding period | 10 years |
Fair Value, Inputs, Level 3 | Minimum | Measurement Input, Discount Rate | |
Fair Value of Financial Instruments | |
Unconsolidated joint venture measurement input | 0.048 |
Fair Value, Inputs, Level 3 | Minimum | Measurement Input, Cap Rate | |
Fair Value of Financial Instruments | |
Unconsolidated joint venture measurement input | 0.044 |
Fair Value, Inputs, Level 3 | Maximum | Measurement Input, Discount Rate | |
Fair Value of Financial Instruments | |
Unconsolidated joint venture measurement input | 0.073 |
Fair Value, Inputs, Level 3 | Maximum | Measurement Input, Cap Rate | |
Fair Value of Financial Instruments | |
Unconsolidated joint venture measurement input | 0.068 |
Fair Value, Recurring | |
Fair Value of Financial Instruments | |
Investments in unconsolidated joint venture | $ 63,260 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | |
Fair Value of Financial Instruments | |
Investments in unconsolidated joint venture | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | |
Fair Value of Financial Instruments | |
Investments in unconsolidated joint venture | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | |
Fair Value of Financial Instruments | |
Investments in unconsolidated joint venture | $ 63,260 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Oct. 14, 2021USD ($)$ / shares | Sep. 15, 2021$ / sharesshares | Aug. 19, 2021USD ($)$ / shares | Jun. 02, 2021trustee$ / sharesshares | May 20, 2021USD ($)$ / shares | Feb. 18, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares |
Shareholders' Equity | |||||||||||||
Dividends paid (in dollars per share) | $ 0.33 | $ 0.33 | $ 0.33 | $ 0.99 | |||||||||
Dividends paid | $ | $ 21,554 | $ 21,549 | $ 21,550 | $ 21,554 | $ 21,549 | $ 21,550 | $ 21,519 | $ 21,511 | $ 21,510 | $ 64,653 | |||
Subsequent Event | |||||||||||||
Shareholders' Equity | |||||||||||||
Dividends paid (in dollars per share) | $ 0.33 | ||||||||||||
Dividends paid | $ | $ 21,600 | ||||||||||||
Trustee | |||||||||||||
Shareholders' Equity | |||||||||||||
Number of officers | trustee | 6 | ||||||||||||
Common shares granted (in shares) | shares | 3,500 | ||||||||||||
Common share price ( in usd per share) | $ 25.62 | ||||||||||||
Officers and Certain Other Employees | |||||||||||||
Shareholders' Equity | |||||||||||||
Common shares granted (in shares) | shares | 118,800 | ||||||||||||
Common share price ( in usd per share) | $ 25.98 | ||||||||||||
Certain Former Officers and Employees | |||||||||||||
Shareholders' Equity | |||||||||||||
Shares repurchased (in shares) | shares | 27,576 | 35,309 | |||||||||||
Weighted average share price (in dollars per share) | $ 25.84 | $ 25.98 |
Per Common Share Amounts (Detai
Per Common Share Amounts (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerators: | ||||
Net income attributable to common shareholders | $ 18,307 | $ 14,089 | $ 56,475 | $ 41,756 |
Income attributable to unvested participating securities | (43) | (24) | (140) | (70) |
Net income attributable to common shareholders used in calculating earnings per share | $ 18,264 | $ 14,065 | $ 56,335 | $ 41,686 |
Denominators: | ||||
Weighted average common shares for basic earnings per share (in shares) | 65,178 | 65,112 | 65,154 | 65,092 |
Effect of dilutive securities: unvested share awards (in shares) | 52 | 17 | 51 | 9 |
Weighted average common shares for diluted earnings per share (in shares) | 65,230 | 65,129 | 65,205 | 65,101 |
Net income attributable to common shareholders per common share - basic (in dollars per share) | $ 0.28 | $ 0.22 | $ 0.86 | $ 0.64 |
Net income attributable to common shareholders per common share - diluted (in dollars per share) | $ 0.28 | $ 0.22 | $ 0.86 | $ 0.64 |
Business and Property Managem_2
Business and Property Management Agreements with RMR LLC (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)employeeagreement | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)employeeagreement | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of employees | employee | 0 | 0 | |||
Business management fees | $ 347,000 | $ 823,000 | |||
Incentive fee expense | $ 0 | ||||
Business Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Incentive fee expense | $ 0 | 0 | $ 0 | 0 | |
Reit Management And Research L L C | |||||
Related Party Transaction [Line Items] | |||||
Number of management service agreements | agreement | 2 | 2 | |||
Business management fees | $ 2,708,000 | 3,410,000 | $ 7,832,000 | 9,994,000 | |
Related party reimbursement expense | 1,184,000 | 1,328,000 | 3,451,000 | 3,744,000 | |
Reit Management And Research L L C | Property Management and Construction Supervision Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions | 1,675,000 | 1,914,000 | 4,860,000 | 5,697,000 | |
Reit Management And Research L L C | Property Management and Construction Supervision Fees | Other Operating Income (Expense) | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions | 1,598,000 | 1,866,000 | 4,751,000 | 5,539,000 | |
Reit Management And Research L L C | Investment Building and Building Improvements | Capitalized Costs | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions | $ 77,000 | $ 48,000 | $ 109,000 | $ 158,000 |
Related Person Transactions - N
Related Person Transactions - Narrative (Details) $ in Thousands | 1 Months Ended | ||
May 31, 2021USD ($) | Sep. 30, 2021USD ($)agreement | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||
Due from related persons | $ 0 | $ 2,665 | |
Dallas, TX | |||
Related Party Transaction [Line Items] | |||
Payments to acquire real estate | $ 2,319 | ||
Acquisition related cost | $ 119 | ||
Reit Management And Research L L C | |||
Related Party Transaction [Line Items] | |||
Number of management service agreements | agreement | 2 | ||
Industrial Fund | Post-Closing Adjustment | |||
Related Party Transaction [Line Items] | |||
Due from related persons | $ 2,665 |