Industrial Logistics Properties Trust 8-K/A, filed Apr 21, 2022
Industrial Logistics Properties Trust (ILPT)
About this 8-K/A
Industrial Logistics Properties Trust filed this 8-K/A on April 21, 2022, reporting on events of February 25, 2022.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): April 21, 2022 (
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
In this Current Report on Form 8-K/A, the terms "we", "our" and "ILPT" refer to Industrial Logistics Properties Trust and its consolidated subsidiaries, unless otherwise expressly stated or the context indicates otherwise.
Explanatory Note
On February 28, 2022, we filed a Current Report on Form 8-K, or the Original Form 8-K, to report that, on February 25, 2022, we acquired Monmouth Real Estate Investment Corporation, a Maryland corporation, or MNR, pursuant to the merger of MNR with and into one of our wholly owned subsidiaries.
We are amending the Original Form 8-K to provide the historical financial statements required by Item 9.01(a) of Form 8-K and to provide the pro forma financial information required by Item 9.01(b) of Form 8-K, which financial statements and pro forma information were not included in the Original Form 8-K as permitted by Item 9.01(a)(3) and Item 9.01(b)(2) of Form 8-K. This amendment reports no other updates or amendments to the Original Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses or Funds Acquired. |
The audited consolidated balance sheets of MNR as of September 30, 2021 and 2020, and the audited consolidated statements of income (loss), comprehensive income (loss), shareholders' equity and cash flows of MNR for the fiscal years ended September 30, 2021 and 2020, and the notes thereto, and the related financial statement schedule, are incorporated by reference to MNR's Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed on November 12, 2021 with the Securities and Exchange Commission, or SEC.
The unaudited consolidated balance sheet of MNR as of December 31, 2021, and the unaudited consolidated statements of income, comprehensive income, shareholders' equity and cash flows of MNR for the three months ended December 31, 2021 and 2020, and the notes thereto, are incorporated by reference to MNR's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021 filed on February 4, 2022 with the SEC.
| (b) | Pro Forma Financial Information. |
The following unaudited pro forma financial information of ILPT is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated by reference herein:
| Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements | F-1 | |
| Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2021 | F-2 | |
| Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss) for the Year Ended December 31, 2021 | F-3 | |
| Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements | F-4 |
The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of our expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, capital structure, property level operating expenses and revenues, including rents expected to be received from our existing leases or leases we may enter into in the future, changes in interest rates, the performance of our joint ventures, the timing of the expected sales of certain MNR properties and other reasons. Actual future results are likely to be different from the amounts presented in the unaudited pro forma condensed consolidated financial statements and such differences could be significant.
2
| (d) | Exhibits. |
| 23.1 | Consent of PKF O'Connor Davies, LLP, independent registered public accounting firm for Monmouth Real Estate Investment Corporation. (Filed herewith.) | |
| 99.1 | Unaudited pro forma condensed consolidated financial statements of Industrial Logistics Properties Trust. (Filed herewith.) | |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INDUSTRIAL LOGISTICS PROPERTIES TRUST | ||
| By: | /s/ Richard W. Siedel, Jr. | |
| Name: | Richard W. Siedel, Jr. | |
| Title: | Chief Financial Officer and Treasurer | |
Dated: April 21, 2022
4
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Form 8-K/A of Industrial Logistics Properties Trust of our report dated November 12, 2021, with respect to the consolidated financial statements and schedule of Monmouth Real Estate Investment Corporation included in Monmouth Real Estate Investment Corporation’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021.
/s/ PKF O’Connor Davies, LLP
April 20, 2022
* * * * *
Exhibit 99.1
INDUSTRIAL LOGISTICS PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements
(dollars in thousands)
The following unaudited pro forma condensed consolidated financial statements of Industrial Logistics Properties Trust, or ILPT, give effect to (i) the acquisition by ILPT of Monmouth Real Estate Investment Corporation, a Maryland corporation, or MNR, pursuant to the merger, or the Merger, of MNR with and into one of ILPT’s wholly owned subsidiaries, and (ii) other transactions that occurred in connection with the closing of the Merger, including (1) ILPT’s entering into a joint venture arrangement, or the joint venture, with an unrelated third party institutional investor for 95 properties, including two committed, but not yet completed, MNR property acquisitions, (2) the joint venture’s assumption of $323,432 of existing MNR mortgage debt and entering into a $1,400,000 floating rate CMBS loan, (3) ILPT’s entering into a $1,385,158 bridge loan, and (4) ILPT’s entering into a $700,000 fixed rate CMBS loan. The Merger and other transactions are further described in the notes to the unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2021 reflects ILPT’s financial position as if the Merger and other transactions described above and in the notes to the unaudited pro forma condensed consolidated financial statements occurred on December 31, 2021. The unaudited pro forma condensed consolidated statement of income (loss) for the year ended December 31, 2021 reflects the results of ILPT’s operations as if the Merger and other transactions described above and in the notes to the unaudited pro forma condensed consolidated financial statements occurred on January 1, 2021. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) ILPT’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2021, included in ILPT’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022 with the Securities and Exchange Commission, or SEC, (ii) MNR’s audited consolidated financial statements and the notes thereto as of and for the fiscal year ended September 30, 2021, included in MNR’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed on November 12, 2021 with the SEC and incorporated by reference in Item 9.01(a) of this Current Report on Form 8-K/A, and (iii) MNR’s unaudited condensed consolidated financial statements and the notes thereto as of and for the three months ended December 31, 2021, included in MNR’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021 filed on February 4, 2022 with the SEC and incorporated by reference in Item 9.01(a) of this Current Report on Form 8-K/A.
These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only. In the opinion of ILPT’s management, all adjustments necessary to reflect the effects of the Merger and other transactions described above and in the notes to the unaudited pro forma condensed consolidated financial statements have been included and are based upon available information and assumptions that ILPT’s management believes are reasonable. Adjustments have been made to the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statement of income (loss) to reflect factually supportable items that are directly attributable to these transactions, and with respect to the unaudited pro forma condensed consolidated statement of income (loss), are expected to have a continuing impact on ILPT’s financial results.
The allocation of the purchase price of ILPT’s acquisition of MNR as described in the notes and reflected in these unaudited pro forma condensed consolidated financial statements, is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed. Consequently, amounts preliminarily allocated to these assets acquired and liabilities assumed could change significantly from those reflected in these unaudited pro forma condensed consolidated financial statements.
These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of ILPT’s expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in ILPT’s portfolio of investments, capital structure, property level operating expenses and revenues, including rents expected to be received from ILPT’s existing leases or leases ILPT may enter into in the future, changes in interest rates, the performance of ILPT’s joint ventures, the timing of the expected sales of certain MNR properties and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences could be significant.
F- 1
Industrial Logistics Properties Trust
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 2021
(dollars in thousands)
| ILPT Historical | MNR Historical | MNR Acquisition Adjustments | Financing Transactions | MNR Disposition Properties | ILPT Pro Forma | |||||||||||||||||||
| (3)(A) | (3)(B) | (3)(C) | ||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| Real estate properties: | ||||||||||||||||||||||||
| Land | $ | 699,037 | $ | 277,846 | $ | 49,354 | $ | — | $ | — | $ | 1,026,237 | ||||||||||||
| Buildings and improvements | 1,049,796 | 2,025,844 | 446,577 | — | — | 3,522,217 | ||||||||||||||||||
| Total real estate properties, gross | 1,748,833 | 2,303,690 | 495,931 | — | — | 4,548,454 | ||||||||||||||||||
| Accumulated depreciation | (167,490 | ) | (345,988 | ) | 345,988 | — | — | (167,490 | ) | |||||||||||||||
| Total real estate properties, net | 1,581,343 | 1,957,702 | 841,919 | — | — | 4,380,964 | ||||||||||||||||||
| Investment in unconsolidated joint venture | 143,021 | — | — | — | — | 143,021 | ||||||||||||||||||
| Assets of properties held for sale | — | — | 724,073 | — | (724,073 | ) | — | |||||||||||||||||
| Acquired real estate leases, net | 63,441 | 20,959 | 207,481 | — | — | 291,881 | ||||||||||||||||||
| Cash and cash equivalents | 29,397 | 48,618 | (3,703,644 | ) | 3,800,734 | — | 175,105 | |||||||||||||||||
| Restricted cash | — | — | 103,980 | — | — | 103,980 | ||||||||||||||||||
| Securities available for sale at fair value | — | 143,505 | 3,045 | — | — | 146,550 | ||||||||||||||||||
| Other assets, net | 91,356 | 45,099 | (27,079 | ) | — | — | 109,376 | |||||||||||||||||
| Total assets | $ | 1,908,558 | $ | 2,215,883 | $ | (1,850,225 | ) | $ | 3,800,734 | $ | (724,073 | ) | $ | 5,350,877 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||||||
| Revolving credit facility | $ | 182,000 | $ | — | $ | — | $ | (182,000 | ) | $ | — | $ | — | |||||||||||
| Loans payable | — | 250,000 | (250,000 | ) | — | — | — | |||||||||||||||||
| Bridge loan, net | — | — | — | 1,337,014 | (720,477 | ) | 616,537 | |||||||||||||||||
| Mortgage notes payable, net | 646,124 | 832,184 | (508,752 | ) | 2,058,280 | — | 3,027,836 | |||||||||||||||||
| Liabilities of properties held for sale | — | — | 3,596 | — | (3,596 | ) | — | |||||||||||||||||
| Assumed real estate lease obligations, net | 12,435 | — | 14,233 | — | — | 26,668 | ||||||||||||||||||
| Accounts payable and other liabilities | 29,957 | 38,965 | (18,395 | ) | — | — | 50,527 | |||||||||||||||||
| Total liabilities | 870,516 | 1,121,149 | (759,318 | ) | 3,213,294 | (724,073 | ) | 3,721,568 | ||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||||||
| Equity: | ||||||||||||||||||||||||
| Equity attributable to shareholders: | ||||||||||||||||||||||||
| Preferred stock | — | 549,640 | (549,640 | ) | — | — | — | |||||||||||||||||
| Common shares of beneficial interest, $.01 par value | 654 | 983 | (983 | ) | — | — | 654 | |||||||||||||||||
| Additional paid in capital | 1,012,224 | 546,341 | (546,341 | ) | — | — | 1,012,224 | |||||||||||||||||
| Cumulative net income | 343,908 | — | — | — | — | 343,908 | ||||||||||||||||||
| Cumulative other comprehensive loss | — | (2,230 | ) | 2,230 | — | — | — | |||||||||||||||||
| Cumulative common distributions | (318,744 | ) | — | — | — | — | (318,744 | ) | ||||||||||||||||
| Equity attributable to shareholders | 1,038,042 | 1,094,734 | (1,094,734 | ) | — | — | 1,038,042 | |||||||||||||||||
| Noncontrolling interest: | ||||||||||||||||||||||||
| Equity attributable to noncontrolling interest | — | — | 3,827 | 587,440 | — | 591,267 | ||||||||||||||||||
| Total equity | 1,038,042 | 1,094,734 | (1,090,907 | ) | 587,440 | — | 1,629,309 | |||||||||||||||||
| Total liabilities and equity | $ | 1,908,558 | $ | 2,215,883 | $ | (1,850,225 | ) | $ | 3,800,734 | $ | (724,073 | ) | $ | 5,350,877 | ||||||||||
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
F- 2
Industrial Logistics Properties Trust
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)
For the Year Ended December 31, 2021
(amounts in thousands, except per share data)
| ILPT Historical | MNR Historical | Financing Transactions | MNR Disposition Properties | Transaction Accounting Adjustments | ILPT Pro Forma | |||||||||||||||||||
| (4)(D) | (4)(E) | (4) | ||||||||||||||||||||||
| Rental income | $ | 219,874 | $ | 183,133 | $ | — | $ | (35,341 | ) | $ | 2,043 | (F) | $ | 369,709 | ||||||||||
| Expenses: | ||||||||||||||||||||||||
| Real estate taxes | 30,134 | 21,798 | — | (4,862 | ) | — | 47,070 | |||||||||||||||||
| Other operating expenses | 18,678 | 6,984 | — | (1,974 | ) | 3,874 | (G) | 27,562 | ||||||||||||||||
| Depreciation and amortization | 50,598 | 55,064 | — | (9,770 | ) | 57,313 | (H) | 153,205 | ||||||||||||||||
| Acquisition and certain other transaction related costs | 1,132 | 35,920 | — | — | — | 37,052 | ||||||||||||||||||
| General and administrative | 16,724 | 9,353 | — | — | 5,716 | (I) | 31,793 | |||||||||||||||||
| Total expenses | 117,266 | 129,119 | — | (16,606 | ) | 66,903 | 296,682 | |||||||||||||||||
| Gain on sale of real estate | 12,054 | 6,376 | — | — | — | 18,430 | ||||||||||||||||||
| Dividend income | — | 6,182 | — | — | — | 6,182 | ||||||||||||||||||
| Realized gain on sale of securities transactions | — | 2,248 | — | — | — | 2,248 | ||||||||||||||||||
| Unrealized holding gains arising during the period | — | 50,239 | — | — | — | 50,239 | ||||||||||||||||||
| Interest expense | (35,625 | ) | (37,880 | ) | (226,978 | ) | 21,391 | 25,348 | (J) | (253,744 | ) | |||||||||||||
| Income (loss) before income tax expense and equity in earnings of investees | 79,037 | 81,179 | (226,978 | ) | 2,656 | (39,512 | ) | (103,618 | ) | |||||||||||||||
| Income tax expense | (273 | ) | — | — | — | — | (273 | ) | ||||||||||||||||
| Equity in earnings of investees | 40,918 | — | — | — | — | 40,918 | ||||||||||||||||||
| Net income (loss) | 119,682 | 81,179 | (226,978 | ) | 2,656 | (39,512 | ) | (62,973 | ) | |||||||||||||||
| Net (income) loss attributable to noncontrolling interest | — | (2,996 | ) | — | — | 24,554 | (K) | 21,558 | ||||||||||||||||
| Net income (loss) attributable to shareholders | 119,682 | 78,183 | (226,978 | ) | 2,656 | (14,958 | ) | (41,415 | ) | |||||||||||||||
| Preferred dividends | — | (33,419 | ) | — | — | 33,419 | (L) | — | ||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | 119,682 | $ | 44,764 | $ | (226,978 | ) | $ | 2,656 | $ | 18,461 | $ | (41,415 | ) | ||||||||||
| Weighted average common shares outstanding - basic | 65,169 | 65,169 | ||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | 65,211 | 65,211 | ||||||||||||||||||||||
| Per common share data (basic and diluted): | ||||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | 1.83 | $ | (0.64 | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
F- 3
Industrial Logistics Properties Trust
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(dollars in thousands)
| (1) | Basis of Presentation |
As of December 31, 2021, ILPT’s portfolio was comprised of 288 wholly owned properties containing approximately 34.0 million rentable square feet, including 226 buildings, leasable land parcels and easements containing approximately 16.7 million rentable square feet that were primarily industrial lands located on the island of Oahu, HI and 62 buildings containing approximately 17.3 million rentable square feet that were industrial and logistics properties located in 30 other states. As of December 31, 2021, ILPT also owned a 22% equity interest in an unconsolidated joint venture that owns 18 properties located in 12 states in the mainland United States containing approximately 11.7 million rentable square feet.
On February 25, 2022, ILPT completed its acquisition of MNR pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021 and as amended on February 7, 2022, or the Merger Agreement, by and among ILPT, Maple Delaware Merger Sub LLC, a Delaware limited liability company and ILPT’s wholly owned subsidiary, or Merger Sub, and MNR. At the effective time on February 25, 2022, or the Effective Time, MNR merged with and into Merger Sub, with Merger Sub as the surviving entity, and the separate existence of MNR ceased. MNR’s portfolio, including two committed, but not yet completed, MNR property acquisitions, includes 126 Class A, single tenant, net leased, e-commerce focused industrial properties containing approximately 26.3 million rentable square feet. The aggregate value of the consideration paid in the Merger was $3,734,305, including the assumption of $323,432 aggregate principal amount of existing MNR mortgage debt, the repayment of $885,269 of MNR debt and the payment of certain transaction fees and expenses, net of MNR’s cash on hand, and excluding two pending MNR property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs.
These unaudited pro forma condensed consolidated financial statements include ILPT’s and MNR’s accounts and the accounts of their respective consolidated subsidiaries. All intercompany transactions and balances have been eliminated. MNR’s historical financial statements reflect MNR’s audited financial statements for the year ended September 30, 2021. Certain reclassifications have been made to MNR’s historical financial statements to conform to ILPT’s presentation.
| (2) | The Merger and Related Transactions |
Pursuant to the terms set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of MNR that was issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $21.00 per share in cash, or the Common Stock Consideration, and each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share of MNR, or MNR’s Preferred Stock, that was issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive an amount in cash equal to $25.00 plus accumulated and unpaid dividends, or the Preferred Stock Consideration.
At the Effective Time, each MNR stock option and restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and converted into the right to receive, in the case of stock options, the difference between the Common Stock Consideration and the exercise price and, in the case of restricted stock awards, the Common Stock Consideration. Any out-of-money stock options were canceled for no consideration.
Immediately following the closing of the Merger, ILPT entered into a joint venture with an unrelated third party institutional investor for 95 MNR properties, including two committed, but not yet completed, MNR property acquisitions. The investor acquired a 39% equity interest in the joint venture from ILPT for $587,440, and ILPT retained a 61% equity interest in the joint venture. In connection with the transaction, the joint venture assumed $323,432 of existing MNR mortgage debt secured by 11 properties and entered into a $1,400,000 floating rate CMBS loan secured by 82 properties, or the Floating Rate Loan. The Floating Rate Loan matures in March 2024, subject to three one year extension options and bears interest at a rate of Secured Overnight Financing Rate, or SOFR, plus a premium of 2.765%. In connection with the closing of the Merger, ILPT entered into a $1,385,158 bridge loan secured by 109 ILPT and MNR properties not owned by the joint venture, or the Bridge Loan. ILPT also entered into a $700,000 fixed rate CMBS loan secured by 17 ILPT properties, or the Fixed Rate Loan. The Bridge Loan matures in February 2023 and bears interest at a rate of SOFR plus a weighted average premium of 2.919%. The Fixed Rate Loan matures in February 2032 and bears interest at a weighted average interest rate of 4.417%. The Floating Rate Loan, the Bridge Loan and the Fixed Rate Loan are collectively referred to as the Loans.
F- 4
ILPT used the proceeds from its sale of the joint venture interest to partially fund the acquisition of MNR. ILPT funded its equity interest in the joint venture and the balance of the acquisition of MNR with proceeds from the Bridge Loan and the Fixed Rate Loan. In connection with the Merger and the Loans, ILPT repaid the outstanding principal balance under its $750,000 unsecured revolving credit facility and then terminated the agreement governing the facility in accordance with its terms and without penalty.
The following tables summarize the estimated purchase price and funding sources of the Merger as of February 25, 2022:
| Estimated purchase price (including acquisition related costs): | ||||
| Total shares of MNR common stock at Effective Time | 98,469,212 | |||
| Common Stock Consideration | $ | 21.00 | ||
| Total Common Stock Consideration | $ | 2,067,853 | ||
| Preferred Stock Consideration | 557,715 | |||
| MNR debt repaid at closing | 885,269 | |||
| Estimated acquisition related costs | 49,023 | |||
| Cash portion of the purchase price | 3,559,860 | |||
| Assumed mortgage principal | 323,432 | |||
| Estimated working capital | (148,987 | ) | ||
| Non-cash portion of the purchase price | 174,445 | |||
| Estimated purchase price | $ | 3,734,305 | ||
| Estimated funding sources (including acquisition related costs): | ||||
| Floating Rate Loan, principal | $ | 1,400,000 | ||
| Bridge Loan, principal | 1,385,158 | |||
| Fixed Rate Loan, principal | 700,000 | |||
| Joint venture proceeds | 587,440 | |||
| Subtotal | 4,072,598 | |||
| Less: Deferred financing costs | (89,864 | ) | ||
| ILPT revolving credit facility repayment | (185,000 | ) | ||
| Excess cash deposited from proceeds of Loans | (237,874 | ) | ||
| Estimated funding total | $ | 3,559,860 | ||
F- 5
The following table summarizes the preliminary purchase price allocation of the Merger:
| Land | $ | 327,200 | ||
| Buildings | 2,472,421 | |||
| Acquired real estate leases | 228,440 | |||
| Assets of properties held for sale | 724,073 | |||
| Cash | 8,814 | |||
| Other assets, net | 18,020 | |||
| Securities available for sale | 146,550 | |||
| Total assets | 3,925,518 | |||
| Mortgage notes payable, at fair value | (323,432 | ) | ||
| Accounts payable and other liabilities | (20,570 | ) | ||
| Assumed real estate lease obligations | (14,233 | ) | ||
| Liabilities of properties held for sale | (3,596 | ) | ||
| Equity attributable to noncontrolling interest | (3,827 | ) | ||
| Net assets acquired | 3,559,860 | |||
| Assumed working capital | (148,987 | ) | ||
| Assumed mortgage notes payable, principal | 323,432 | |||
| Estimated purchase price (1) | $ | 3,734,305 |
| (1) | The allocation of the estimated purchase price, which includes estimated acquisition related costs, is based on preliminary estimates and may change significantly following further analysis of acquired in place leases and building valuations. The two pending MNR property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs, are not included in the above table. |
ILPT will account for the Merger as an asset acquisition, with ILPT being treated as the acquirer of MNR for accounting purposes. Accordingly, the assets acquired and liabilities assumed will be recorded at their respective relative fair values and added to those of ILPT. In addition, costs associated with the acquisition are capitalized. For purposes of these unaudited pro forma condensed consolidated financial statements, ILPT allocated: (i) a portion of the purchase price to land, buildings and improvements based on determinations of the fair values of the properties acquired assuming those properties are vacant; (ii) a portion of the purchase price to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time of acquisition) of the difference, if any, between (x) the contractual amounts to be paid pursuant to the acquired in place leases and (y) ILPT’s estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases; and (iii) a portion of the purchase price to acquired in place leases based upon market estimates to lease up the properties based on the leases in place at the time of acquisition. In making these allocations, ILPT considered factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time of acquisition.
| (3) | Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments: |
| (A) | The adjustments represent the effects of the Merger and the preliminary purchase price allocation of the Merger for a total purchase price of $3,734,305, including the assumption of $323,432 aggregate principal amount of mortgage debt, the repayment of $885,269 of MNR debt and $49,023 of estimated acquisition related costs, and excluding two pending MNR property acquisitions for an aggregate purchase price of $78,843, excluding acquisition related costs. |
F- 6
Adjustments have been made to record land, buildings and improvements, acquired real estate leases, securities available for sale, other assets, assets and liabilities of properties held for sale, accounts payable and other liabilities, equity attributable to noncontrolling interest of MNR’s then existing joint venture and assumed real estate lease obligations at their estimated relative fair values as described in Note (2). Additional adjustments include:
| (i) | Accumulated depreciation: Represents an adjustment of $345,988 to eliminate MNR’s historical accumulated depreciation. |
| (ii) | Loans payable: Represents an adjustment of $250,000 to eliminate the balance of MNR’s then existing loans payable, which included amounts outstanding under MNR’s credit facility and term loans. Amounts outstanding under MNR’s credit facility and term loans were repaid at the closing of the Merger and the agreement governing the facility and term loans was terminated. |
| (B) | The adjustments represent proceeds of $1,364,063 from the Floating Rate Loan, net of deferred financing costs of $35,937, $1,337,014 from the Bridge Loan, net of deferred financing costs of $48,144, $694,217 from the Fixed Rate Loan, net of deferred financing costs of $5,783 and $587,440 from ILPT’s sale of the equity interest in the joint venture to a third party investor. The adjustments also include the repayment of $182,000 outstanding under ILPT’s revolving credit facility as of December 31, 2021, which was terminated on February 25, 2022. The aggregate net proceeds of these transactions, including net of the repayment of the revolving credit facility and after debt issuance costs, were $3,800,734. |
| (C) | Upon closing of the Merger, ILPT classified 30 of MNR’s properties with approximately 4.9 million rentable square feet that ILPT expects to sell, or the MNR Disposition Properties, as held for sale. ILPT expects to complete the sale of the MNR Disposition Properties in less than one year and have recorded these properties at their estimated fair values less costs to sell. The net proceeds from the sale of those properties are expected to be used to repay amounts outstanding under the Bridge Loan. The estimates of fair value of the assets to be sold less costs to sell could change significantly from those reflected in these unaudited pro forma condensed consolidated financial statements. Further, the proceeds ILPT may receive from these sales may be less than the estimates of fair value and any such sales may take longer than one year to complete and may not be completed at all. |
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| (4) | Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss) Adjustments: |
| (D) | The adjustment reflects the effect on interest expense related to the financing transactions described above in Notes (2) and (3)(B). The components of the interest expense adjustment are as follows: |
| Year Ended December 31, 2021 | ||||
| Floating Rate Loan due March 2024 | ||||
| Principal | $ | 1,400,000 | ||
| Interest rate (1) | 2.815 | % | ||
| Annual cash interest | 39,410 | |||
| Amortization of debt issuance costs | 17,969 | |||
| 57,379 | ||||
| Bridge Loan due February 2023 | ||||
| Principal | 1,385,158 | |||
| Weighted average interest rate (2) | 2.969 | % | ||
| Annual cash interest | 41,125 | |||
| Amortization of debt issuance costs (3) | 103,653 | |||
| 144,778 | ||||
| Fixed Rate Loan due March 2032 | ||||
| Principal | 700,000 | |||
| Weighted average interest rate | 4.417 | % | ||
| Annual cash interest | 30,919 | |||
| Amortization of debt issuance costs | 578 | |||
| 31,497 | ||||
| Total annual interest expense related to the Loans | 233,654 | |||
| Less: interest expense incurred under ILPT’s revolving credit facility (4) | (6,676 | ) | ||
| Total interest expense adjustment | $ | 226,978 | ||
| (1) | Contractual interest rate is SOFR as of February 25, 2022, plus a premium of 2.765%. |
| (2) | Contractual interest rate is SOFR as of February 25, 2022, plus a weighted average premium of 2.919%. |
| (3) | Represents amortization of debt issuance costs and other fees related to the Bridge Loan. |
| (4) | Represents actual interest expense incurred during the year ended December 31, 2021 by ILPT under its unsecured revolving credit facility, which was terminated after ILPT’s repayment of the outstanding principal balance thereunder at the closing of the Merger. |
An increase or decrease in the variable interest rates of 1/8 of a percent would increase or decrease, respectively, annual interest expense under the Floating Rate Loan and the Bridge Loan by $1,750 and $1,731, respectively.
| (E) | The adjustments represent the historical revenues and expenses of the MNR Disposition Properties as if the sales of those properties occurred as of January 1, 2021 and the effect on interest expense relating to the application of the net proceeds to repay a portion of the Bridge Loan. |
| (F) | The adjustment represents estimated non-cash straight line rent and non-cash amortization of above and below market leases related to the leases acquired in the Merger (excluding the MNR Disposition Properties). Capitalized above and below market lease values are amortized as a reduction or an increase, respectively, to rental income over the 8.3 year weighted average remaining lease term at the closing of the Merger. The components of the rental income adjustment are as follows: |
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| For the Year Ended December 31, 2021 | ||||
| Non-cash straight line rent adjustments | $ | 1,245 | ||
| Non-cash net above and below market lease amortization | 798 | |||
| $ | 2,043 | |||
| (G) | The adjustment represents the effect on other operating expenses related to the acquired MNR properties (excluding the MNR Disposition Properties) based on ILPT’s contractual obligations under its property management agreement with its manager, The RMR Group LLC, or RMR. |
| (H) | The adjustment eliminates MNR’s historical depreciation and amortization expenses of $45,294, net of historical depreciation and amortization of the MNR Disposition Properties of $9,770, for the year ended December 31, 2021. The adjustment also includes estimated depreciation and amortization expenses related to the acquired MNR properties (excluding the MNR Disposition Properties) of $102,607, based on the estimated fair values of the assets acquired and liabilities assumed. Real estate investments are depreciated on a straight line basis over estimated useful lives generally ranging up to 40 years. Capitalized acquired in place leases, exclusive of the value of acquired above and below market leases, are amortized on a straight line basis over the 8.3 year weighted average remaining lease term at the closing of the Merger. |
| (I) | The adjustment eliminates MNR’s historical general and administrative expenses of $9,353 for the year ended December 31, 2021 and includes estimated general and administrative expenses related to the acquired MNR properties (excluding the MNR Disposition Properties) of $15,069 for the year ended December 31, 2021 based on ILPT’s contractual obligations under its business management agreement with RMR. |
| (J) | The adjustment eliminates MNR’s historical interest expense of $37,880 for the year ended December 31, 2021. The adjustment also includes the effect on interest expense related to the $323,432 of mortgage debt assumed at a weighted average interest rate of 3.875%. |
| (K) | The adjustment represents the noncontrolling interest related to the 39% equity interest in the joint venture. |
| (L) | The adjustment eliminates MNR’s historical preferred dividends paid on MNR’s Preferred Stock. |
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