10-Q 1 ilpt-20240331.htm 10-Q ilpt-20240331
0001717307false--12-312024Q100017173072024-01-012024-03-3100017173072024-04-26xbrli:shares00017173072024-03-31iso4217:USD00017173072023-12-310001717307us-gaap:NonrelatedPartyMember2024-03-310001717307us-gaap:NonrelatedPartyMember2023-12-310001717307us-gaap:RelatedPartyMember2024-03-310001717307us-gaap:RelatedPartyMember2023-12-31iso4217:USDxbrli:shares00017173072023-01-012023-03-310001717307us-gaap:CommonStockMember2023-12-310001717307us-gaap:AdditionalPaidInCapitalMember2023-12-310001717307us-gaap:RetainedEarningsMember2023-12-310001717307us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001717307ilpt:CumulativeCommonDistributionsMember2023-12-310001717307us-gaap:ParentMember2023-12-310001717307us-gaap:NoncontrollingInterestMember2023-12-310001717307us-gaap:RetainedEarningsMember2024-01-012024-03-310001717307us-gaap:ParentMember2024-01-012024-03-310001717307us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001717307us-gaap:CommonStockMember2024-01-012024-03-310001717307us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001717307ilpt:CumulativeCommonDistributionsMember2024-01-012024-03-310001717307us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001717307us-gaap:CommonStockMember2024-03-310001717307us-gaap:AdditionalPaidInCapitalMember2024-03-310001717307us-gaap:RetainedEarningsMember2024-03-310001717307us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001717307ilpt:CumulativeCommonDistributionsMember2024-03-310001717307us-gaap:ParentMember2024-03-310001717307us-gaap:NoncontrollingInterestMember2024-03-310001717307us-gaap:CommonStockMember2022-12-310001717307us-gaap:AdditionalPaidInCapitalMember2022-12-310001717307us-gaap:RetainedEarningsMember2022-12-310001717307us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001717307ilpt:CumulativeCommonDistributionsMember2022-12-310001717307us-gaap:ParentMember2022-12-310001717307us-gaap:NoncontrollingInterestMember2022-12-3100017173072022-12-310001717307us-gaap:RetainedEarningsMember2023-01-012023-03-310001717307us-gaap:ParentMember2023-01-012023-03-310001717307us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001717307us-gaap:CommonStockMember2023-01-012023-03-310001717307us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001717307ilpt:CumulativeCommonDistributionsMember2023-01-012023-03-310001717307us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001717307us-gaap:CommonStockMember2023-03-310001717307us-gaap:AdditionalPaidInCapitalMember2023-03-310001717307us-gaap:RetainedEarningsMember2023-03-310001717307us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001717307ilpt:CumulativeCommonDistributionsMember2023-03-310001717307us-gaap:ParentMember2023-03-310001717307us-gaap:NoncontrollingInterestMember2023-03-3100017173072023-03-31ilpt:propertyutr:sqft0001717307stpr:HI2024-03-31ilpt:stateilpt:building0001717307ilpt:OtherStatesMember2024-03-310001717307ilpt:TwelveMainlandPropertiesMember2024-03-31xbrli:pureilpt:segment0001717307ilpt:MountainIndustrialREITLLCMembersrt:ConsolidatedEntityExcludingVariableInterestEntitiesVIEMember2024-03-310001717307ilpt:MountainIndustrialREITLLCMember2024-01-012024-03-310001717307ilpt:MountainIndustrialREITLLCMember2023-01-012023-03-310001717307ilpt:MountainIndustrialREITLLCMemberilpt:OtherJointVentureInvestorMember2024-03-310001717307ilpt:TenancyInCommonMemberilpt:SomersetNewJerseyMemberilpt:UnrelatedThirdPartyMember2024-03-310001717307ilpt:TenancyInCommonMemberilpt:UnrelatedThirdPartyMemberilpt:SomersetNewJerseyMember2024-01-012024-03-310001717307ilpt:TenancyInCommonMemberilpt:UnrelatedThirdPartyMemberilpt:SomersetNewJerseyMember2024-03-310001717307ilpt:TenancyInCommonMemberilpt:UnrelatedThirdPartyMemberilpt:SomersetNewJerseyMember2023-01-012023-03-310001717307ilpt:TenancyInCommonMemberilpt:UnrelatedThirdPartyMember2024-01-012024-03-310001717307ilpt:UnrelatedThirdPartyMember2024-03-310001717307ilpt:TheIndustrialFundREITLLCMembersrt:PartnershipInterestMember2024-03-310001717307us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMemberstpr:HI2024-01-012024-03-310001717307us-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMemberstpr:HI2023-01-012023-03-310001717307ilpt:SubsidiariesOfFedExCorpMember2024-03-310001717307ilpt:SubsidiariesOfAmazoncomIncMember2024-03-310001717307ilpt:SubsidiariesOfFedExCorpMember2023-03-310001717307ilpt:SubsidiariesOfAmazoncomIncMember2023-03-310001717307ilpt:FloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2024-01-012024-03-310001717307ilpt:FloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2024-03-310001717307ilpt:FixedRateLoan431DueIn2029Memberilpt:FixedRateLoanMember2024-01-012024-03-310001717307ilpt:FixedRateLoan431DueIn2029Memberilpt:FixedRateLoanMember2024-03-310001717307ilpt:FixedRateLoan442DueIn2032Memberilpt:FixedRateLoanMember2024-01-012024-03-310001717307ilpt:FixedRateLoan442DueIn2032Memberilpt:FixedRateLoanMember2024-03-310001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMember2024-01-012024-03-310001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMember2024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan625Due2030Member2024-01-012024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan625Due2030Member2024-03-310001717307ilpt:FixedRateLoan367Due2031Memberilpt:FixedRateLoanMember2024-01-012024-03-310001717307ilpt:FixedRateLoan367Due2031Memberilpt:FixedRateLoanMember2024-03-310001717307ilpt:FixedRateLoan414DueIn2032Memberilpt:FixedRateLoanMember2024-01-012024-03-310001717307ilpt:FixedRateLoan414DueIn2032Memberilpt:FixedRateLoanMember2024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan402Due2033Member2024-01-012024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan402Due2033Member2024-03-310001717307ilpt:FixedRateLoan413Due2033Memberilpt:FixedRateLoanMember2024-01-012024-03-310001717307ilpt:FixedRateLoan413Due2033Memberilpt:FixedRateLoanMember2024-03-310001717307ilpt:FixedRateLoan310Due2035Memberilpt:FixedRateLoanMember2024-01-012024-03-310001717307ilpt:FixedRateLoan310Due2035Memberilpt:FixedRateLoanMember2024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan295Due2036Member2024-01-012024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan295Due2036Member2024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan427Due2037Member2024-01-012024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan427Due2037Member2024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan325Due2038Member2024-01-012024-03-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan325Due2038Member2024-03-310001717307ilpt:FloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2023-01-012023-12-310001717307ilpt:FloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2023-12-310001717307ilpt:FixedRateLoan431DueIn2029Memberilpt:FixedRateLoanMember2023-01-012023-12-310001717307ilpt:FixedRateLoan431DueIn2029Memberilpt:FixedRateLoanMember2023-12-310001717307ilpt:FixedRateLoan442DueIn2032Memberilpt:FixedRateLoanMember2023-01-012023-12-310001717307ilpt:FixedRateLoan442DueIn2032Memberilpt:FixedRateLoanMember2023-12-310001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMember2023-01-012023-12-310001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMember2023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan625Due2030Member2023-01-012023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan625Due2030Member2023-12-310001717307ilpt:FixedRateLoan367Due2031Memberilpt:FixedRateLoanMember2023-01-012023-12-310001717307ilpt:FixedRateLoan367Due2031Memberilpt:FixedRateLoanMember2023-12-310001717307ilpt:FixedRateLoan414DueIn2032Memberilpt:FixedRateLoanMember2023-01-012023-12-310001717307ilpt:FixedRateLoan414DueIn2032Memberilpt:FixedRateLoanMember2023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan402Due2033Member2023-01-012023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan402Due2033Member2023-12-310001717307ilpt:FixedRateLoan413Due2033Memberilpt:FixedRateLoanMember2023-01-012023-12-310001717307ilpt:FixedRateLoan413Due2033Memberilpt:FixedRateLoanMember2023-12-310001717307ilpt:FixedRateLoan310Due2035Memberilpt:FixedRateLoanMember2023-01-012023-12-310001717307ilpt:FixedRateLoan310Due2035Memberilpt:FixedRateLoanMember2023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan295Due2036Member2023-01-012023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan295Due2036Member2023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan427Due2037Member2023-01-012023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan427Due2037Member2023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan325Due2038Member2023-01-012023-12-310001717307ilpt:FixedRateLoanMemberilpt:FixedRateLoan325Due2038Member2023-12-310001717307ilpt:ILPTFloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2024-03-310001717307ilpt:ILPTFloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2024-01-012024-03-31ilpt:option0001717307ilpt:ILPTFloatingRateLoanMemberilpt:SecuredOvernightFinancingRateSOFRMemberilpt:FloatingRateLoan618DueIn2024Member2024-01-012024-03-310001717307ilpt:ILPTFloatingRateLoanMemberilpt:FloatingRateLoan618DueIn2024Member2023-01-012023-03-310001717307us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMemberilpt:ILPTFloatingRateLoanMemberilpt:SecuredOvernightFinancingRateSOFRMemberilpt:FloatingRateLoan618DueIn2024Member2024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:ILPTFloatingRateLoanMemberilpt:SecuredOvernightFinancingRateSOFRMemberilpt:FloatingRateLoan618DueIn2024Member2023-12-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:ILPTFloatingRateLoanMemberilpt:SecuredOvernightFinancingRateSOFRMemberilpt:FloatingRateLoan618DueIn2024Member2024-03-310001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:SecuredOvernightFinancingRateSOFRMemberilpt:FloatingRateLoanMember2024-01-012024-03-310001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMembersrt:AffiliatedEntityMember2024-01-012024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMembersrt:AffiliatedEntityMember2024-01-012024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMembersrt:AffiliatedEntityMember2024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoan617DueIn2024Memberilpt:SecuredOvernightFinancingRateSOFRMember2024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoan617DueIn2024Memberilpt:SecuredOvernightFinancingRateSOFRMember2024-02-290001717307ilpt:FloatingRateLoan617DueIn2024Memberilpt:FloatingRateLoanMember2023-01-012023-03-310001717307us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-03-310001717307us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001717307us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-03-310001717307us-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001717307us-gaap:FairValueMeasurementsRecurringMember2024-03-310001717307us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-03-310001717307us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-03-310001717307us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001717307us-gaap:FairValueMeasurementsRecurringMember2023-12-310001717307us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2023-12-310001717307us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2023-12-310001717307us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001717307us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2024-03-310001717307us-gaap:FairValueInputsLevel3Membersrt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2024-03-310001717307ilpt:MeasurementInputExitCapitalizationRateMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMember2024-03-310001717307ilpt:MeasurementInputExitCapitalizationRateMemberus-gaap:FairValueInputsLevel3Membersrt:MaximumMember2024-03-310001717307us-gaap:FairValueInputsLevel3Membersrt:MinimumMemberilpt:MeasurementInputHoldingsPeriodsMember2024-03-310001717307us-gaap:FairValueInputsLevel3Membersrt:MaximumMemberilpt:MeasurementInputHoldingsPeriodsMember2024-03-310001717307us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2023-12-310001717307us-gaap:FairValueInputsLevel3Membersrt:MaximumMemberus-gaap:MeasurementInputDiscountRateMember2023-12-310001717307ilpt:MeasurementInputExitCapitalizationRateMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMember2023-12-310001717307ilpt:MeasurementInputExitCapitalizationRateMemberus-gaap:FairValueInputsLevel3Membersrt:MaximumMember2023-12-310001717307us-gaap:FairValueInputsLevel3Membersrt:MinimumMemberilpt:MeasurementInputHoldingsPeriodsMember2023-12-310001717307us-gaap:FairValueInputsLevel3Membersrt:MaximumMemberilpt:MeasurementInputHoldingsPeriodsMember2023-12-310001717307us-gaap:EquityMethodInvestmentsMember2023-12-310001717307us-gaap:EquityMethodInvestmentsMember2022-12-310001717307us-gaap:EquityMethodInvestmentsMember2024-01-012024-03-310001717307us-gaap:EquityMethodInvestmentsMember2023-01-012023-03-310001717307us-gaap:EquityMethodInvestmentsMember2024-03-310001717307us-gaap:EquityMethodInvestmentsMember2023-03-3100017173072024-02-152024-02-150001717307us-gaap:SubsequentEventMember2024-04-112024-04-110001717307us-gaap:SubsequentEventMember2024-04-11ilpt:employee0001717307us-gaap:RelatedPartyMemberilpt:ReitManagementAndResearchLLCMember2024-03-31ilpt:agreement0001717307us-gaap:RelatedPartyMember2024-01-012024-03-310001717307us-gaap:RelatedPartyMember2023-01-012023-03-310001717307us-gaap:RelatedPartyMembersrt:ScenarioForecastMember2024-01-012024-12-310001717307us-gaap:RelatedPartyMember2023-01-012023-12-310001717307ilpt:PropertyManagementAndConstructionSupervisionFeesMember2024-01-012024-03-310001717307ilpt:PropertyManagementAndConstructionSupervisionFeesMember2023-01-012023-03-310001717307ilpt:ExpensedPropertyManagementAndConstructionSupervisionFeesMemberus-gaap:RelatedPartyMember2024-01-012024-03-310001717307ilpt:ExpensedPropertyManagementAndConstructionSupervisionFeesMemberus-gaap:RelatedPartyMember2023-01-012023-03-310001717307ilpt:CapitalizedPropertyManagementAndConstructionSupervisionFeesMember2024-01-012024-03-310001717307ilpt:CapitalizedPropertyManagementAndConstructionSupervisionFeesMember2023-01-012023-03-310001717307ilpt:ReimbursedPropertyLevelOperatingExpensesMember2024-01-012024-03-310001717307ilpt:ReimbursedPropertyLevelOperatingExpensesMember2023-01-012023-03-310001717307srt:AffiliatedEntityMember2024-03-310001717307srt:AffiliatedEntityMember2023-12-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoanMember2024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoanMember2023-12-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoanTwoMember2024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberilpt:FloatingRateLoanTwoMember2023-12-310001717307ilpt:ILPTFloatingRateLoanMemberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-03-310001717307ilpt:ILPTFloatingRateLoanMemberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-12-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-03-310001717307us-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-12-310001717307us-gaap:InterestExpenseMember2024-01-012024-03-310001717307us-gaap:InterestExpenseMember2023-01-012023-03-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
Commission File Number 001-38342 
INDUSTRIAL LOGISTICS PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland 82-2809631
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices)(Zip Code)
617-219-1460
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name Of Each Exchange On Which Registered
Common Shares of Beneficial InterestILPTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of April 26, 2024: 65,831,530.




INDUSTRIAL LOGISTICS PROPERTIES TRUST 
FORM 10-Q 
March 31, 2024
INDEX
 
  Page
   
   
 
  
 
   
 
   
 
   
   
   
   
 
   
 
   
   
   
 
 
References in this Quarterly Report on Form 10-Q to the Company, we, us or our include Industrial Logistics Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.
2

PART I. Financial Information
 
Item 1. Financial Statements
 
INDUSTRIAL LOGISTICS PROPERTIES TRUST 
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)
 March 31,December 31,
 20242023
ASSETS  
Real estate properties:
Land$1,113,723 $1,113,723 
Buildings and improvements4,057,048 4,055,829 
Total real estate properties, gross5,170,771 5,169,552 
Accumulated depreciation(428,967)(397,454)
Total real estate properties, net4,741,804 4,772,098 
Investment in unconsolidated joint venture116,093 115,360 
Acquired real estate leases, net231,621 243,521 
Cash and cash equivalents128,394 112,341 
Restricted cash and cash equivalents
108,083 133,382 
Rents receivable, including straight line rents of $97,798 and $94,309, respectively
116,170 119,170 
Other assets, net85,404 67,803 
Total assets$5,527,569 $5,563,675 
LIABILITIES AND EQUITY
Mortgages and notes payable, net$4,307,999 $4,305,941 
Accounts payable and other liabilities73,923 72,455 
Assumed real estate lease obligations, net17,608 18,534 
Due to related persons5,539 4,966 
Total liabilities4,405,069 4,401,896 
Commitments and contingencies
Equity:
Equity attributable to common shareholders:
Common shares of beneficial interest, $.01 par value: 100,000,000 shares authorized; 65,831,530 and 65,843,387 shares issued and outstanding, respectively
658 658 
Additional paid in capital1,016,067 1,015,777 
Cumulative net (deficit) income(14,207)9,196 
Cumulative other comprehensive income7,213 10,171 
Cumulative common distributions(366,506)(365,848)
Total equity attributable to common shareholders643,225 669,954 
Noncontrolling interest479,275 491,825 
Total equity1,122,500 1,161,779 
Total liabilities and equity$5,527,569 $5,563,675 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited) 
Three Months Ended March 31,
20242023
Rental income$112,235 $110,258 
Expenses:
Real estate taxes15,861 16,467 
Other operating expenses10,322 9,318 
Depreciation and amortization43,577 45,457 
General and administrative7,689 7,907 
Total expenses77,449 79,149 
Interest and other income2,852 1,146 
Interest expense
(73,230)(70,771)
Loss on sale of real estate (974)
Loss before income taxes and equity in earnings of unconsolidated joint venture
(35,592)(39,490)
Income tax expense(33)(17)
Equity in earnings of unconsolidated joint venture1,723 3,961 
Net loss(33,902)(35,546)
Net loss attributable to noncontrolling interest10,499 10,737 
Net loss attributable to common shareholders(23,403)(24,809)
Other comprehensive income:
Unrealized loss on derivatives(4,846)(8,778)
Less: unrealized loss on derivatives attributable to noncontrolling interest
1,888 1,760 
Other comprehensive loss attributable to common shareholders(2,958)(7,018)
Comprehensive loss attributable to common shareholders$(26,361)$(31,827)
Weighted average common shares outstanding (basic and diluted)65,556 65,309 
Per common share data (basic and diluted):
Net loss attributable to common shareholders$(0.36)$(0.38)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



4

INDUSTRIAL LOGISTICS PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
(unaudited)

Cumulative
Total Equity
Number ofAdditionalCumulativeOtherCumulative
Attributable to
CommonCommonPaid InNet (Deficit)ComprehensiveCommon
Common
NoncontrollingTotal
SharesSharesCapitalIncome
Income
Distributions
Shareholders
InterestEquity
Balance at December 31, 202365,843,387 $658 $1,015,777 $9,196 $10,171 $(365,848)$669,954 $491,825 $1,161,779 
Net loss— — — (23,403)— — (23,403)(10,499)(33,902)
Share grants, repurchases and forfeitures(11,857)— 290 — — — 290 — 290 
Distributions to common shareholders— — — — — (658)(658)— (658)
Other comprehensive loss
— — — — (2,958)— (2,958)(1,888)(4,846)
Distributions to noncontrolling interest— — — — — — — (163)(163)
Balance at March 31, 202465,831,530 $658 $1,016,067 $(14,207)$7,213 $(366,506)$643,225 $479,275 $1,122,500 
Balance at December 31, 202265,568,145 $656 $1,014,201 $117,185 $21,903 $(363,221)$790,724 $540,047 $1,330,771 
Net loss— — — (24,809)— — (24,809)(10,737)(35,546)
Share grants, repurchases and forfeitures(2,176)— 384 — — — 384 — 384 
Distributions to common shareholders— — — — — (656)(656)— (656)
Other comprehensive loss— — — — (7,018)— (7,018)(1,760)(8,778)
Balance at March 31, 202365,565,969 $656 $1,014,585 $92,376 $14,885 $(363,877)$758,625 $527,550 $1,286,175 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
 Three Months Ended March 31,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net loss$(33,902)$(35,546)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation31,540 31,224 
Net amortization of debt issuance costs, premiums and discounts6,654 6,713 
Amortization of acquired real estate leases and assumed real estate lease obligations10,974 13,414 
Amortization of deferred leasing costs705 559 
Straight line rental income(3,489)(3,762)
Loss on sale of real estate 974 
Proceeds from settlement of derivatives(16,537)(12,976)
General and administrative expenses paid in common shares
339 387 
Other non-cash expenses7,210 6,145 
Distributions of earnings from unconsolidated joint venture990 990 
Equity in earnings of unconsolidated joint venture(1,723)(3,961)
Change in assets and liabilities:
Rents receivable6,489 (242)
Other assets(3,972)(7,449)
Accounts payable and other liabilities2,138 3,747 
Due to related persons573 950 
Net cash provided by operating activities
7,989 1,167 
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate improvements(2,132)(3,784)
Purchase of interest rate cap
(26,175) 
Proceeds from settlement of derivatives16,537 12,976 
Proceeds from sale of real estate 243 
Net cash (used in) provided by investing activities
(11,770)9,435 
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of mortgage notes payable(4,466)(5,530)
Payment of debt issuance costs(129)(34)
Distributions to common shareholders(658)(656)
Repurchase of common shares(49)(3)
Distributions to noncontrolling interest(163) 
Net cash used in financing activities(5,465)(6,223)
(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents(9,246)4,379 
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period245,723 140,780 
Cash and cash equivalents and restricted cash and cash equivalents at end of period$236,477 $145,159 
SUPPLEMENTAL DISCLOSURES:
Interest paid$59,621 $68,600 
Cash received for income tax refund$80 $ 
NON-CASH INVESTING ACTIVITIES:
Real estate improvements accrued not paid$348 $2,092 
6

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS:
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:
As of March 31,
20242023
Cash and cash equivalents$128,394 $61,250 
Restricted cash and cash equivalents (1)
108,083 83,909 
Total cash and cash equivalents and restricted cash shown in the statements of cash flows$236,477 $145,159 

(1)Restricted cash and cash equivalents consists of amounts escrowed for capital expenditures at certain of our mortgaged properties and cash held for the operations of our consolidated joint venture.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7

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 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, 2023, or our 2023 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 and assessment of impairment of real estate and related intangibles.
Note 2. Recent Accounting Pronouncements
New Accounting Pronouncements. In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities, including those with a single reportable segment, to: (i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the chief operating decision maker, or the CODM, and included in each reported measure of segment profit or loss; (ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, in interim periods; and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is required to be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU 2023-07 will have on our condensed consolidated financial statements.
Note 3. Real Estate Investments
As of March 31, 2024, our portfolio was comprised of 411 properties containing approximately 59,893,000 rentable square feet located in 39 states, including 226 buildings, leasable land parcels and easements containing approximately 16,729,000 rentable square feet that were primarily industrial lands located on the island of Oahu, Hawaii, or our Hawaii Properties, and 185 properties containing approximately 43,164,000 rentable square feet that were industrial and logistics properties located in 38 other states, or our Mainland Properties. As of March 31, 2024, we also owned a 22% equity interest in an unconsolidated joint venture.
We operate in one business segment: ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands.
We incurred capital expenditures at certain of our properties of $3,373, and $4,931, during the three months ended March 31, 2024 and 2023, respectively. Capital expenditures include leasing costs of $2,127 and $1,562 for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024, we committed $3,471 for expenditures related to tenant improvements and leasing costs for leases executed during the period for approximately 1,981,000 rentable square feet. Committed, but unspent, tenant related obligations based on existing leases as of March 31, 2024 were $5,981, all of which is expected to be spent during the next 12 months.
8

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

Consolidated Joint Venture
We own a 61% equity interest in Mountain Industrial REIT LLC, or Mountain JV, or our consolidated joint venture, which owns 94 properties in 27 states totaling approximately 20,981,000 rentable square feet. We control this consolidated joint venture and therefore account for the properties owned by this joint venture on a consolidated basis in our condensed consolidated financial statements. We recognized net loss attributable to noncontrolling interest in our condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 of $10,514 and $10,728, respectively. As of March 31, 2024, our consolidated joint venture had total assets of $2,991,343 and total liabilities of $1,771,327.
Consolidated Tenancy in Common
An unrelated third party owns an approximate 33% tenancy in common interest in one property located in Somerset, New Jersey with approximately 64,000 rentable square feet, and we own the remaining 67% tenancy in common interest in this property. We recognized net income (loss) attributable to noncontrolling interest in our condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 of $15 and ($9), respectively. During the three months ended March 31, 2024, the tenancy in common made cash distributions of $163 to the unrelated third party investor. As of March 31, 2024, the tenancy in common had total assets of $10,877 and total liabilities of $60.
Unconsolidated Joint Venture
We own a 22% equity interest in The Industrial Fund REIT LLC, or the unconsolidated joint venture, which owns 18 industrial properties located in 12 states totaling approximately 11,726,000 rentable square feet. We account for the unconsolidated joint venture under the equity method of accounting under the fair value option. We recognize changes in the fair value of our investment in the unconsolidated joint venture as equity in earnings of the unconsolidated joint venture in our condensed consolidated statements of comprehensive income (loss).
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 their respective leases and are generally classified as operating leases.
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 $21,175 and $21,099 for the three months ended March 31, 2024 and 2023, respectively.
Generally, payments of ground lease obligations are made by our tenants. However, if a tenant does not perform obligations under a ground lease or does not renew any ground lease, we may have to perform obligations under, or renew, the ground lease in order to protect our investment in the affected property.
Right of Use Assets and Lease Liabilities
We are the lessee for three of our properties subject to ground leases and one office lease that we assumed in an acquisition. For leases with a term greater than 12 months under which we are the lessee, we recognize right of use assets and lease liabilities. The values of our right of use assets and related lease liabilities were $4,534 and $4,621, respectively, as of March 31, 2024, and $4,646 and $4,730, respectively, as of December 31, 2023. Our right of use assets and related lease liabilities are included in other assets, net and accounts payable and other liabilities, respectively, in our condensed consolidated balance sheets.
Geographic Concentration
For the three months ended March 31, 2024 and 2023, our Hawaii Properties represented 28.0% and 27.4%, respectively, of our rental income.
9

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

Tenant Concentration
We define annualized rental revenues as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, including straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding amortization of deferred leasing costs.
Subsidiaries of FedEx Corporation, or FedEx, and subsidiaries of Amazon.com Services, Inc., or Amazon, represented 28.9% and 6.7% of our annualized rental revenues as of March 31, 2024, respectively, and 30.1% and 6.9% as of March 31, 2023, respectively.
Note 5. Indebtedness
Our outstanding indebtedness as of March 31, 2024 is summarized below:
Number of
PropertiesPrincipalInterestCarrying Value
EntitySecured ByBalance
Rate (1)
TypeMaturityof Collateral
ILPT
104
$1,235,000 6.18%Floating10/09/2024$1,036,749 
ILPT
186
650,000 4.31%Fixed02/07/2029490,619 
ILPT
17
700,000 4.42%Fixed03/09/2032501,338 
Mountain JV
82
1,400,000 5.81%Floating03/09/20251,843,036 
Mountain JV
4
91,000 6.25%Fixed06/10/2030181,935 
Mountain JV
1
11,045 3.67%Fixed05/01/203128,769 
Mountain JV
1
12,601 4.14%Fixed07/01/203243,193 
Mountain JV
1
28,026 4.02%Fixed10/01/203384,206 
Mountain JV
1
39,198 4.13%Fixed11/01/2033129,302 
Mountain JV
1
23,989 3.10%Fixed06/01/203546,063 
Mountain JV
1
38,730 2.95%Fixed01/01/203698,411 
Mountain JV
1
43,269 4.27%Fixed11/01/2037109,573 
Mountain JV
1
48,620 3.25%Fixed01/01/2038112,694 
Total/weighted average4,321,478 5.35%$4,705,888 
Unamortized debt issuance costs(13,479)
Total indebtedness, net$4,307,999 
(1)Interest rates reflect the impact of interest rate caps, if any, and exclude the impact of the amortization of debt issuance costs, premiums and discounts.

10

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

Our outstanding indebtedness as of December 31, 2023 is summarized below:
Number of
PropertiesPrincipalInterestCarrying Value
EntitySecured ByBalance
Rate (1)
TypeMaturityof Collateral
ILPT104$1,235,000 6.18%Floating10/09/2024$1,044,028 
ILPT186650,000 4.31%Fixed02/07/2029490,149 
ILPT17700,000 4.42%Fixed03/09/2032505,153 
Mountain JV821,400,000 6.17%Floating03/09/20241,857,062 
Mountain JV491,000 6.25%Fixed06/10/2030183,264 
Mountain JV111,380 3.67%Fixed05/01/203128,932 
Mountain JV112,916 4.14%Fixed07/01/203243,510 
Mountain JV128,622 4.02%Fixed10/01/203384,793 
Mountain JV140,019 4.13%Fixed11/01/2033129,749 
Mountain JV124,433 3.10%Fixed06/01/203546,394 
Mountain JV139,411 2.95%Fixed01/01/203699,108 
Mountain JV143,850 4.27%Fixed11/01/2037110,097 
Mountain JV149,313 3.25%Fixed01/01/2038113,477 
Total/weighted average4,325,944 5.47%$4,735,716 
Unamortized debt issuance costs(20,003)
Total indebtedness, net$4,305,941 
(1)Interest rates reflect the impact of interest rate caps, if any, and exclude the impact of the amortization of debt issuance costs, premiums and discounts.
Our $1,235,000 loan, or the ILPT Floating Rate Loan, which is secured by 104 of our properties, matures in October 2024, subject to three, one year extension options, and requires that interest be paid at an annual rate of secured overnight financing rate, or SOFR, plus a weighted average premium of 3.93%. The weighted average interest rate under the ILPT Floating Rate Loan was 6.18%, including the impact of our interest rate cap on SOFR of 2.25%, as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023. Subject to the satisfaction of certain conditions, we have the option to prepay the ILPT Floating Rate Loan in full or in part at any time at par with no premium.
Our consolidated joint venture’s $1,400,000 loan, or the Mountain Floating Rate Loan, was scheduled to mature in March 2024, subject to three, one year extension options, and required that interest be paid at an annual rate of SOFR plus a premium of 2.77%. In March 2024, our consolidated joint venture exercised the first of its three, one year options to extend the maturity date of this loan. As part of the extension, our consolidated joint venture purchased a one year interest rate cap for $26,175 with a SOFR strike rate equal to 3.04%, which replaced the previous interest rate cap with a SOFR strike rate equal to 3.40%. As of March 31, 2024 and December 31, 2023, the interest rate under the Mountain Floating Rate Loan was 5.81% and 6.17%, respectively. The weighted average interest rate under the Mountain Floating Rate Loan was 6.09% and 6.17% for the three months ended March 31, 2024 and 2023, respectively, including the impact of our interest rate caps. Subject to the satisfaction of certain conditions, we have the option to prepay up to $280,000 of the Mountain Floating Rate Loan at par with no premium, and to prepay the balance of the Mountain Floating Rate Loan at any time, subject to a premium.
The agreements governing certain of our indebtedness contain customary covenants and provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default. See Note 10 for further information regarding our interest rate caps.
11

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

The required principal payments due during the next five years and thereafter under all our outstanding debt as of March 31, 2024 are as follows:
Principal
Payment
2024$1,248,648 
20251,418,794 
202619,495 
202720,229 
202820,989 
Thereafter1,593,323 
$4,321,478 
Note 6. Fair Value of Assets and Liabilities
Our financial instruments include cash and cash equivalents, restricted cash and cash equivalents, mortgages and notes payable, accounts payable and interest rate caps. As of March 31, 2024 and December 31, 2023, 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 for our fixed rate mortgage notes payable. Our fixed rate mortgage notes payable had an aggregate carrying value of $1,678,351 and $1,682,501 as of March 31, 2024 and December 31, 2023, respectively, and a fair value of $1,531,780 and $1,553,863 as of March 31, 2024 and December 31, 2023, respectively. We estimate the fair value of our fixed rate mortgage notes payable using significant unobservable inputs (Level 3), including discounted cash flow analyses and prevailing market interest rates.
The table below presents certain of our assets measured on a recurring basis at fair value as of March 31, 2024 and December 31, 2023, categorized by the level of inputs as defined in the fair value hierarchy under ASC 820, Fair Value Measurement, used in the valuation of each asset:
Quoted Prices inSignificant OtherSignificant
Active Markets forObservableUnobservable
Identical AssetsInputsInputs
 Total(Level 1)(Level 2)(Level 3)
As of March 31, 2024
Investment in unconsolidated joint venture$116,093 $ $ $116,093 
Interest rate caps
$44,700 $ $44,700 $ 
As of December 31, 2023
Investment in unconsolidated joint venture$115,360 $ $ $115,360 
Interest rate caps
$30,576 $ $30,576 $ 
The fair value of our investment in the unconsolidated joint venture is determined by applying our ownership percentage to the net asset value of the entity. The net asset value of the unconsolidated joint venture is determined by using similar estimation techniques as those used for consolidated real estate properties, including discounting expected future cash flows of the underlying real estate investments based on prevailing market rents over a holding period and including an exit capitalization rate to determine the final year of cash flows.
The fair values of our interest rate cap derivatives are based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date.
12

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

The discount rates, exit capitalization rates and holding periods used to determine the fair value of our investment in the unconsolidated joint venture are Level 3 significant unobservable inputs and are shown in the table below:
Exit
ValuationDiscountCapitalizationHolding
TechniqueRatesRatesPeriods
As of March 31, 2024
Investment in unconsolidated joint venture Discounted cash flow
5.75% - 8.00%
5.25% - 6.50%
10 - 12 years
As of December 31, 2023
Investment in unconsolidated joint ventureDiscounted cash flow
5.75% - 8.00%
5.25% - 6.50%
9 - 12 years

The table below presents a summary of the changes in fair value for our investment in the unconsolidated joint venture:
Three Months Ended March 31,
 20242023
Beginning balance$115,360 $124,358 
Equity in earnings of unconsolidated joint venture1,723 3,961
Distributions from unconsolidated joint venture(990)(990)
Ending balance$116,093 $127,329 
Note 7. Shareholders’ Equity
Common Share Purchases
During the three months ended March 31, 2024, we purchased an aggregate of 11,857 of our common shares, valued at a weighted average price of $4.12 per common share, from certain former employees of The RMR Group LLC, or RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on The Nasdaq Stock Market LLC, or Nasdaq, on the applicable purchase dates.
Distributions
During the three months ended March 31, 2024, we declared and paid a regular quarterly distribution to common shareholders as follows:
DistributionTotal
Declaration DateRecord DatePayment DatePer ShareDistribution
January 11, 2024January 22, 2024February 15, 2024$0.01 $658 
On April 11, 2024, we declared a regular quarterly distribution to common shareholders of record on April 22, 2024 of $0.01 per share, or approximately $658. We expect to pay this distribution to our shareholders on or about May 16, 2024 using cash on hand.
Note 8. Business and Property Management Agreements with RMR

We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR 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

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

Pursuant to our business management agreement with RMR, we recognized business management fees of $5,830 and $5,726 for the three months ended March 31, 2024 and 2023, respectively. Based on our common share total return, as defined in our business management agreement, as of March 31, 2024 and 2023, no incentive fees are included in the business management fees we recognized for the three months ended March 31, 2024 or 2023. The actual amount of annual incentive fees for 2024, 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, 2024, and will be payable in January 2025. We did not incur any incentive fee payable to RMR for the year ended December 31, 2023. We include business management fees in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).
Pursuant to our property management agreement with RMR, we recognized aggregate property management and construction supervision fees of $3,403 and $3,452 for the three months ended March 31, 2024 and 2023, respectively. Of these amounts, for the three months ended March 31, 2024 and 2023, $3,330 and $3,319, respectively, were included in other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $73 and $133, 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 of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’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. We reimbursed RMR $1,687 and $1,841 for these expenses and costs for the three months ended March 31, 2024 and 2023, respectively. These amounts are included in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).
Management Agreements Between Our Joint Ventures and RMR. We have two separate joint venture arrangements, our consolidated joint venture and the unconsolidated joint venture. RMR provides management services to both of these joint ventures. We are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides to the unconsolidated joint venture. We are obligated to pay management fees to RMR under our management agreements with RMR for the services it provides to our consolidated joint venture; however, our consolidated joint venture pays management fees directly to RMR, and any such fees paid by our consolidated joint venture are credited against the fees payable by us to RMR.
See Note 9 for further information regarding our relationships, agreements and transactions with RMR.
Note 9. Related Person Transactions

We have relationships and historical and continuing transactions with RMR, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Matthew P. Jordan, our other Managing Trustee, is an executive vice president and the chief financial officer and treasurer of RMR Inc., an officer and employee of RMR and an officer of ABP Trust. Each of our officers is also an officer and employee of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Yael Duffy, our President and Chief Operating Officer, is also the president and chief operating officer of Office Properties Income Trust, one of the public companies managed by RMR. Other officers of RMR, including Mr. Jordan, serve as managing trustees or officers of certain of these public companies.
Our Manager, RMR. We have two agreements with RMR to provide management services to us. See Note 8 for further information regarding our management agreements with RMR.
14

INDUSTRIAL LOGISTICS PROPERTIES TRUST 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share data)

Joint Ventures. We have two separate joint venture arrangements. RMR provides management services to each of these joint ventures. See Note 3 for further information regarding our joint ventures.
As of March 31, 2024 and December 31, 2023, we owed $652 and $680, respectively, to the unconsolidated joint venture for rents that we collected on behalf of that joint venture. These amounts are presented as due to related persons in our condensed consolidated balance sheets.
For further information about these and other such relationships and certain other related person transactions, see our 2023 Annual Report.

Note 10. Derivatives and Hedging Activities
We are exposed to certain risks relating to our ongoing business operations, including the impact of changes in interest rates. The only risk currently managed by us using derivative instruments is our interest rate risk. We have interest rate cap agreements to manage our interest rate risk exposure on each of the ILPT Floating Rate Loan and the Mountain Floating Rate Loan, both with interest payable at a rate equal to SOFR plus a premium. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations.
Our interest rate cap agreements are designated as cash flow hedges of interest rate risk and are measured on a recurring basis at fair value. See Notes 5 and 6 for further information regarding the debt our interest rate caps are related to and the fair value of our interest rate caps. The following table summarizes the terms of our outstanding interest rate cap agreements as of March 31, 2024 and December 31, 2023:
Balance SheetUnderlyingCurrentStrikeNotionalFair Value at
Line Item Instrument
Maturity
RateAmountMarch 31, 2024December 31, 2023
Other assets
Mountain Floating Rate Loan
03/15/2024
3.40%$1,400,000 $ $5,516 
Other assets
Mountain Floating Rate Loan
03/15/2025
3.04%$1,400,000 25,345  
Other assetsILPT Floating Rate Loan
10/15/2024
2.25%$1,235,000 19,355 25,060 
$44,700 $30,576 
Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in cumulative other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. The earnings recognition of excluded components is presented in interest expense. Amounts reported in cumulative other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our applicable debt.
The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive income for the periods shown:
Three Months Ended March 31,
20242023
Unrealized gain (loss) on derivatives recognized in cumulative other comprehensive income
$4,674 $(3,776)
Realized gain on derivatives reclassified from cumulative other comprehensive income into interest expense
(9,520)(5,002)
Unrealized loss on derivatives recognized in cumulative other comprehensive income
$(4,846)$(8,778)
15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following information should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q and with our 2023 Annual Report.
OVERVIEW (dollars in thousands, except per square foot data)
 
We are a real estate investment trust, or REIT, organized under Maryland law. As of March 31, 2024, our portfolio was comprised of 411 properties containing approximately 59,893,000 rentable square feet located in 39 states with 99.0% occupancy leased to 301 different tenants. As of March 31, 2024, we also owned a 22% equity interest in the unconsolidated joint venture.
Our portfolio as of March 31, 2024 is summarized below (square feet in thousands):
Weighted
Average
Number ofRentableRemaining
OwnershipPropertiesStatesSquare FeetOccupancy
Lease Term (1)
Hawaii Properties100%226
Hawaii
16,729 99.0%13.1
Consolidated joint venture properties61%94
27 States
20,981 99.2%6.9
Wholly owned Mainland Properties
100%90
34 States
22,119 98.9%5.0
Other67%1
New Jersey
64 100.0%4.2
Total/weighted average41159,893 99.0%8.0
(1)Based on annualized rental revenues as of March 31, 2024.
During the three months ended March 31, 2024, our rental income and net operating income, or NOI, increased compared to the 2023 period primarily due to leasing activity and rent resets at our properties. Long-term e-commerce trends and supply chain resiliency have resulted in high occupancy and increases in rents. We believe customer service expectations, growth in the number of households and demand for supply chain resiliency will keep demand for industrial properties strong for the foreseeable future. However, inflationary pressures and high interest rates in the United States and globally, and global geopolitical hostilities and tensions, have given rise to economic uncertainty and have caused disruptions in the financial markets. These conditions have increased our cost of capital and negatively impacted our ability to reduce our leverage. An economic recession, or continued or intensified disruptions in the financial markets, could adversely affect our financial condition and that of our tenants, could adversely impact the ability or willingness of our tenants to renew our leases or pay rent to us, may restrict our access to and would likely increase our cost of capital, may impact our ability to sell properties and may cause the values of our properties and of our common shares or other securities to decline.
Property Operations
Occupancy data for our properties as of March 31, 2024 and 2023 were as follows:
All PropertiesComparable Properties 
as of March 31,
as of March 31, (1)
2024202320242023
Total properties411 413 411 411 
Total rentable square feet (in thousands) (2)
59,893 59,983 59,893 59,951 
Percent leased (3)
99.0 %98.7 %99.0 %98.7 %
(1)Consists of properties that we owned continuously since January 1, 2023.
(2)Subject to modest adjustments when space is remeasured or reconfigured for new tenants and when land leases are converted to building leases.
(3)Leased square feet is pursuant to existing leases as of March 31, 2024, and includes space being fitted out for occupancy, if any, and space which is leased but is not occupied, if any.
16

The average effective rental rates per square foot represents total rental income divided by the average rentable square feet leased during the periods specified for our properties. For the three months ended March 31, 2024 and 2023, the average effective rental rates per square foot of our properties were as follows:
Three Months Ended March 31,
20242023
All properties$7.58 $7.46 
Comparable properties (1)
$7.58 $7.46 
(1)Consists of properties that we owned continuously since January 1, 2023.
During the three months ended March 31, 2024, we entered into new and renewal leases as summarized in the following table:
Three Months Ended March 31, 2024
New LeasesRenewalsTotals
Square feet leased during the period (in thousands)90 1,785 1,875 
Weighted average rental rate change (by rentable square feet)48.1 %38.5 %39.4 %
Weighted average lease term by square feet (years)19.4 5.6 6.2 
Total leasing costs and concession commitments (1)
$717 $2,754 $3,471 
Total leasing costs and concession commitments per square foot (1)
$7.96 $1.54 $1.85 
Total leasing costs and concession commitments per square foot per year (1)
$0.41 $0.28 $0.30 
(1)Includes commitments made for leasing expenditures and concessions, such as leasing commissions, tenant improvements or other tenant inducements.
During the three months ended March 31, 2024, we completed rent resets for approximately 106,000 square feet of land at our Hawaii Properties at rental rates that were approximately 27.5% higher than prior rental rates.
As of March 31, 2024, our remaining lease expirations by year were as follows (square feet in thousands):
% of TotalCumulative
% of TotalCumulative %AnnualizedAnnualized% of Total
LeasedLeasedof Total Rental RentalAnnualized
No. ofSquare FeetSquare FeetSquare FeetRevenuesRevenuesRental Revenues
Period/YearLeases
Expiring (1)
Expiring (1)
Expiring (1)
Expiring (2)
Expiring (2)
Expiring (2)
2024
32 4,017 6.8 %6.8 %$20,420 4.6 %4.6 %
202534 4,355 7.3 %14.1 %26,598 6.0 %10.6 %
202632 4,174 7.0 %21.1 %29,664 6.7 %17.3 %
202738 8,738 14.7 %35.8 %53,275 12.1 %29.4 %
202841 6,066 10.2 %46.0 %45,274 10.3 %39.7 %
Thereafter213 31,963 54.0 %100.0 %265,595 60.3 %100.0 %
Total390 59,313 100.0 %$440,826 100.0 %
Weighted average remaining lease term (in years)7.0 8.0 
(1)Leased square feet is pursuant to existing leases as of March 31, 2024, and includes space being fitted out for occupancy, if any, and space which is leased but is not occupied, if any.
(2)Annualized rental revenues are as of March 31, 2024.
As of March 31, 2024, subsidiaries of FedEx and Amazon leased 21.7% and 7.7% of our total leased square feet, respectively, and represented 28.9% and 6.7% of our total annualized rental revenues, respectively.
17

Mainland Properties. As of March 31, 2024, occupancy at our Mainland Properties was 99.0% and represented 72.0% of our annualized rental revenues. We generally will seek to renew or extend the terms of leases at our Mainland Properties as their expirations approach. A majority of the leases at our Mainland Properties include periodic set dollar amount or percentage increases that increase the cash rent payable to us. Due to the capital that many of the tenants in our Mainland Properties have invested in these properties and because many of these properties appear to be of strategic importance to the tenants’ businesses, we believe that it is likely that these tenants will renew or extend their leases prior to their expirations. If we are unable to extend or renew our leases, it may be time consuming and expensive to relet some of these properties and the terms of any leases we may enter may be less favorable to us than the terms of our existing leases for those properties.
Hawaii Properties. As of March 31, 2024, occupancy at our Hawaii Properties was 99.0% and represented 28.0% of our annualized rental revenues. As of March 31, 2024, certain of our Hawaii Properties are lands leased for rents that periodically reset based on fair market values, generally every 10 years. Revenues from our Hawaii Properties have generally increased as rents under the leases for those properties have been reset or renewed. Lease renewals, lease extensions, new leases and rental rates for our Hawaii Properties in the future will depend on prevailing market conditions when these lease renewals, lease extensions, new leases and rental rates are set. As rent reset dates or lease expirations approach at our Hawaii Properties, we generally negotiate with existing or new tenants for new lease terms. If we are unable to reach an agreement with a tenant on a rent reset, our Hawaii Properties’ leases typically provide that rent is reset based on an appraisal process. Due to the limited availability of land suitable for industrial uses that might compete with our Hawaii Properties, we believe that our Hawaii Properties offer the potential for future rent growth as a result of periodic rent resets, lease extensions and new leasing.
The following table provides the annualized rental revenues scheduled to reset at our Hawaii Properties as of March 31, 2024:
Annualized
Rental Revenues
Scheduled to Reset
2024
$— 
20251,002 
20261,315 
2027795 
2028— 
Thereafter19,338 
Total$22,450 
As of March 31, 2024, $24,430, or 5.5%, of our annualized rental revenues are included in leases scheduled to expire by March 31, 2025 and 1.0% of our rentable square feet are currently vacant. Rental rates for which available space may be leased in the future will depend on prevailing market conditions when lease extensions, lease renewals or new leases are negotiated. Whenever we extend, renew or enter new leases for our properties, we intend to seek rents that are equal to or higher than our historical rents for the same properties. Despite our prior experience with rent resets, lease extensions and new leases in Hawaii, our ability to increase rents when rents reset, leases are extended or leases expire depends upon market conditions, which are beyond our control. Accordingly, we cannot be sure that the historical increases achieved at our Hawaii Properties will continue in the future.
Tenant Review Process. Our manager, RMR, employs a tenant review process for us. RMR assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. RMR also may use a third party service to monitor the credit ratings of debt securities of our existing tenants whose debt securities are rated by a nationally recognized credit rating agency.

18

RESULTS OF OPERATIONS
 
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 (dollars and share amounts in thousands, except per share data)
ComparableNon-Comparable
Properties ResultsProperties ResultsConsolidated Results
Three Months Ended March 31, (1)
Three Months Ended March 31, (2)
Three Months Ended March 31,
$%$$%
20242023ChangeChange20242023Change20242023ChangeChange
Rental income$112,235 $110,195 $2,040 1.9%$— $63 $(63)$112,235 $110,258 $1,977 1.8%
Operating expenses:
Real estate taxes15,860 16,461 (601)(3.7%)(5)15,861 16,467 (606)(3.7%)
Other operating expenses10,290 9,307 983 10.6%32 11 21 10,322 9,318 1,004 10.8%
Total operating expenses26,150 25,768 382 1.5%33 17 16 26,183 25,785 398 1.5%
Net operating income (3)
$86,085 $84,427 $1,658 2.0%$(33)$46 $(79)86,052 84,473 1,579 1.9%
Other expenses:
Depreciation and amortization43,577 45,457 (1,880)(4.1)%
General and administrative7,689 7,907 (218)(2.8)%
Total other expenses51,266 53,364 (2,098)(3.9)%
Interest and other income2,852 1,146 1,706 148.9%
Interest expense(73,230)(70,771)(2,459)3.5%
Loss on sale of real estate— (974)974 (100.0)%
Loss before income taxes and equity in earnings of unconsolidated joint venture
(35,592)(39,490)3,898 (9.9)%
Income tax expense(33)(17)(16)94.1%
Equity in earnings of unconsolidated joint venture1,723 3,961 (2,238)(56.5)%
Net loss(33,902)(35,546)1,644 (4.6)%
Net loss attributable to noncontrolling interest10,499 10,737 (238)(2.2)%
Net loss attributable to common shareholders$(23,403)$(24,809)$1,406 (5.7)%
Weighted average common shares outstanding (basic and diluted)65,556 65,309 247 0.4%
Per common share data (basic and diluted):
Net loss attributable to common shareholders$(0.36)$(0.38)$0.02 (5.3)%
(1)Consists of properties that we owned continuously since January 1, 2023.
(2)Consists of two properties we disposed of during the period from January 1, 2023 to March 31, 2024.
(3)See our definition of NOI and our reconciliation of net loss to NOI below under the heading "Non-GAAP Financial Measures."
References to changes in the income and expense categories below relate to the comparison of results for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
Rental income. Rental income increased primarily due to increases from our leasing activity and rent resets.
Real estate taxes. Real estate taxes decreased primarily due to lower assessed values as a result of successful real estate tax appeals.
Other operating expenses. Other operating expenses increased primarily due to increases in insurance and repairs and maintenance costs and snow removal expenses at certain of our properties.
19

Depreciation and amortization. The decrease in depreciation and amortization primarily reflects certain leasing related assets becoming fully amortized and our disposition related activities after April 1, 2023, partially offset by an increase in depreciation of improvements made to certain of our properties after April 1, 2023.
General and administrative. The decrease in general and administrative expenses is primarily due to decreases in accounting fees and leasing costs, partially offset by an increase in other professional fees in the 2024 period.
Interest and other income. The increase in interest and other income is primarily due to higher interest rates and average cash balances during the 2024 period as compared to the 2023 period.
Interest expense. The increase in interest expense is primarily due to refinancing activities from our consolidated joint venture in May 2023, resulting in higher debt balances and interest rate and costs related to the purchase of an interest rate cap during the 2024 period.
Loss on sale of real estate. During the 2023 period, we recognized a loss on sale of real estate of $974 as a result of the sale of a portion of a land parcel in Everett, Washington.
Income tax expense. Income tax expense primarily reflects state income taxes payable in certain jurisdictions.
Equity in earnings of unconsolidated joint venture. Equity in earnings of unconsolidated joint venture is the change in the fair value of our investment in the unconsolidated joint venture.
Non-GAAP Financial Measures (dollars in thousands, except per share data)

We present certain “non-GAAP financial measures” within the meaning of the applicable Securities and Exchange Commission, or SEC, rules, including NOI, funds from operations, or FFO, attributable to common shareholders and normalized funds from operations, or Normalized FFO, attributable to common shareholders. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net loss or net loss attributable to common shareholders, as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net loss and net loss attributable to common shareholders as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net loss and net loss attributable to common shareholders. We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties.
Net Operating Income
We calculate NOI as shown below. We define NOI as income from our rental of real estate less our property operating expenses. The calculation of NOI excludes certain components of net loss in order to provide results that are more closely related to our property level results of operations. NOI excludes depreciation and amortization expense. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do.
20

The following table presents the reconciliation of net loss to NOI for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
20242023
Net loss$(33,902)$(35,546)
Equity in earnings of unconsolidated joint venture(1,723)(3,961)
Income tax expense33 17 
Loss before income taxes and equity in earnings of unconsolidated joint venture(35,592)(39,490)
Loss on sale of real estate— 974 
Interest expense73,230 70,771 
Interest and other income(2,852)(1,146)
General and administrative7,689 7,907 
Depreciation and amortization43,577 45,457 
NOI$86,052 $84,473 
NOI:
Hawaii Properties$23,433 $22,122 
Mainland Properties62,619 62,351 
NOI$86,052 $84,473 
Funds From Operations Attributable to Common Shareholders and Normalized Funds From Operations Attributable to Common Shareholders
We calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders as shown below. FFO attributable to common shareholders is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is: (1) net loss attributable to common shareholders calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and equity in earnings of unconsolidated joint venture; (2) plus real estate depreciation and amortization of our properties and our proportionate share of FFO from unconsolidated joint venture properties; (3) minus FFO adjustments attributable to noncontrolling interest; and (4) certain other adjustments currently not applicable to us. In calculating Normalized FFO attributable to common shareholders, we adjust for certain non-recurring items shown below, including adjustments for such items related to the unconsolidated joint venture, if any.
FFO attributable to common shareholders and Normalized FFO attributable to common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in the agreements governing our debt, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield compared to the dividend yields of other industrial REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO attributable to common shareholders and Normalized FFO attributable to common shareholders differently than we do.
21

The following table presents our calculation of FFO attributable to common shareholders and Normalized FFO attributable to common shareholders and reconciliations of net loss attributable to common shareholders to FFO attributable to common shareholders and Normalized FFO attributable to common shareholders for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
20242023
Net loss attributable to common shareholders$(23,403)$(24,809)
Equity in earnings of unconsolidated joint venture(1,723)(3,961)
Loss on sale of real estate— 974 
Depreciation and amortization43,577 45,457 
Share of FFO from unconsolidated joint venture1,459 1,468 
FFO adjustments attributable to noncontrolling interest(10,460)(11,213)
FFO and Normalized FFO attributable to common shareholders$9,450 $7,916 
Weighted average common shares outstanding (basic and diluted)65,556 65,309 
Per common share data (basic and diluted):
FFO and Normalized FFO attributable to common shareholders$0.14 $0.12 
LIQUIDITY AND CAPITAL RESOURCES
 
Our Operating Liquidity and Resources (dollars in thousands) 
Our principal sources of funds to meet our operating and capital expenses, pay debt service obligations and make distributions to our shareholders are rents from tenants at our properties. As of March 31, 2024, investment grade rated tenants, subsidiaries of investment grade rated parent entities or our Hawaii land leases represented 76.6% of our annualized rental revenues and only 5.5% of our annualized rental revenues were from leases expiring over the next 12 months. We believe that these sources of funds will be sufficient to meet our operating and capital expenses, pay debt service obligations and make distributions to our shareholders for the next 12 months and for the foreseeable future thereafter.
Our future cash flows from operating activities will depend primarily upon our ability to:
collect rents from our tenants when due;
maintain the occupancy of, and maintain or increase the rental rates at, our properties;
control our operating cost increases, including interest and other financing costs;
develop properties to produce cash flows in excess of our costs of capital; and
purchase additional properties that produce cash flows in excess of our costs of acquisition and the cost to our capital and property operating expenses.
The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows:
 Three Months Ended March 31,
 20242023
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period$245,723 $140,780 
Net cash provided by (used in):
Operating activities7,989 1,167 
Investing activities(11,770)9,435 
Financing activities(5,465)(6,223)
Cash and cash equivalents and restricted cash and cash equivalents at end of period$236,477 $145,159 
22

The increase in net cash provided by operating activities for the three months ended March 31, 2024 compared to the 2023 period is primarily due to higher cash flows from our properties and favorable changes in working capital in the 2024 period. The change in net cash used in investing activities for the 2024 period compared to net cash provided by investing activities for the 2023 period is primarily due to costs associated with the purchase of an interest rate cap for $26,175 in the 2024 period. The decrease in net cash used in financing activities was primarily due to a decrease in principal repayments on our amortizing loans.
Our Investing and Financing Liquidity and Resources (dollars in thousands, except per share and per square foot data)
As of March 31, 2024, we had cash and cash equivalents, excluding restricted cash and cash equivalents, of $128,394. To maintain our qualification for taxation as a REIT under the Internal Revenue Code of 1986, as amended, we generally are required to distribute at least 90% of our REIT taxable income annually, subject to specified adjustments and excluding any net capital gain. This distribution requirement limits our ability to retain earnings and thereby provide capital for our operations or acquisitions. We may use our cash and cash equivalents on hand, the cash flow from our operations, net proceeds from any sales of assets and net proceeds of offerings of equity or debt securities to fund our distributions to our shareholders.
We expect to fund any future property acquisitions, developments and redevelopments with proceeds we may receive in connection with any additional properties we may sell to our joint ventures, equity contributions from any third party investors in our joint ventures or any future joint ventures, and net proceeds from offerings of equity or debt securities. We may also assume mortgage loans or incur debt in connection with future acquisitions, developments and redevelopments. When the maturities of our debt approach or we desire to reduce our leverage or refinance maturing debt, we intend to explore refinancing alternatives, property sales or sales of equity interests in joint ventures. Such alternatives may include incurring term debt, obtaining financing secured by mortgages on properties we own, issuing new equity or debt securities, obtaining a revolving credit facility, participating or selling equity interests in joint ventures or selling properties. Further, any issuances of our equity securities may be dilutive to our existing shareholders. Although we cannot be sure that we will be successful in completing any particular type of financing, we believe that we will have access to financing, such as debt or equity offerings, to fund capital expenditures, future acquisitions, development, redevelopment and other activities and to pay our obligations.
Real Estate Activities
During the three months ended March 31, 2024 and 2023, amounts capitalized for tenant improvements and leasing costs, building improvements and development and redevelopment activities were as follows:
Three Months Ended March 31,
20242023
Tenant improvements and leasing costs (1)
$2,571 $2,040 
Building improvements (2)
802 370 
Development, redevelopment and other activities (3)
— 2,521 
$3,373 $4,931 
(1)Tenant improvements and leasing costs include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and tenant inducements.
(2)Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.
(3)Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenues.
As of March 31, 2024, we had estimated unspent leasing related obligations of $5,981, all of which is expected to be spent during the next 12 months.
Consolidated Joint Venture
We own a 61% equity interest in our consolidated joint venture, which owns 94 properties in 27 states totaling approximately 20,981,000 rentable square feet. We control our consolidated joint venture and therefore account for the properties owned by this joint venture on a consolidated basis. We recognized net loss attributable to noncontrolling interest of our consolidated joint venture in our condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 of $10,514 and $10,728, respectively. As of March 31, 2024, our consolidated joint venture had total assets of $2,991,343 and total liabilities of $1,771,327.
23