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Industrial Logistics Properties Trust (NASDAQ:ILPT)
Q3 2019 Earnings Call
Oct 29, 2019, 10:00 a.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Good morning, and welcome, to the Industrial Logistics Properties Trust Third Quarter 2019 Financial Results Conference Call. [Operator Instructions] Please note this event is being recorded.

I would now like to turn the conference over to Olivia Snyder, Manager of Investor Relations. Please go ahead.

Olivia Snyder -- Manager of Investor Relations

Thank you, and good morning, everyone. Thanks for joining us today. With me on the call are ILPT's President, John Murray; Chief Financial Officer, Rick Siedel; and Vice President Yael Duffy. In just a moment they will provide details about our business and our performance for the third quarter of 2019, followed by a question-and-answer session with analysts.

First, I would like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the Company. Also note that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on ILPT's beliefs and expectations as of today, Tuesday, October 29th, 2019 and actual results may differ materially from those that we project.

The Company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that could cause those differences is contained in our filings with the Securities and Exchange Commission or SEC which can be accessed from our website ilptreit.com or the SEC's website. Investors are cautioned not to place undue reliance upon any forward-looking statements.

In addition, we will be discussing non-GAAP numbers during this call, including normalized funds from operations or normalized FFO, adjusted EBITDA and cash-based net operating income, or cash basis NOI. A reconciliation of these non-GAAP figures to net income and the components to calculate cash available for distribution or CAD are available in our supplemental operating and financial data package, which also can be found on our website.

And now, I will turn the call over to John.

John Murray -- President and Chief Executive Officer

Thank you, Olivia. Good morning, and welcome to ILPT's third quarter earnings call. This morning, we reported third quarter normalized FFO of $28.5 million or $0.44 per share.

As of the end of the third quarter, ILPT's portfolio consisted of 300 warehouse and distribution properties with 42.7 million square feet, located in 30 states that were 99.5% leased, up from 99.3% last quarter. Approximately 42% of ILPT's annualized rental revenues come from 16.8 million square feet of industrial properties located on the island of Oahu in Hawaii. Our mainland portfolio consists of 74 properties with 26 million square feet, located in 29 states that are a 100% leased.

We remain focused on bringing leverage down to our long-term target range. Last week, we obtained a 10-year $350 million, 3.33% interest-only fixed-rate loan secured by a portfolio of 11 mainland properties, which Rick will discuss in more detail later in the call. This is the first step toward the joint venture transaction, which we continue to actively pursue and hope to close in the fourth quarter.

Currently private capital seems to be valuing real estate investments more favorably than the public markets and we believe this transaction may demonstrate, once again, value and quality of our portfolio. Given this new loan secured by the 11 mainland properties, and the loan secured by our Hawaii properties, which we announced earlier this year, seeking an investment grade credit rating for ILPT is not a strategic priority.

With confidence that a JV is likely in the near term; during the third quarter, we completed the acquisition of two multi-tenant Class A Industrial Logistics buildings totaling 392,000 square feet for $32.1 million. Properties are located in Columbus, Ohio, near Rickenbacker International Airport, with immediate access to I-270, Rickenbacker's cargo facilities and rail services. The properties are newly built in 2017 and 2018 with attractive characteristics, such as 32-foot clear heights, LED lighting with motion sensors, and best-in-class loading ratios.

The properties are a 100% leased with a weighted-average lease term of 4.4 years. The primary tenant is Expolanka, also known as EFL expo freight, a global third-party logistics provider that specializes in storage, distribution and multimodal transportation. Also occupying the buildings are TwinMed, a medical supplies distributor; Forward Air Solutions, a transportation and logistics provider for the air freight market and William R. Hague, a distributor of water filtration devices.

We continue to selectively evaluate acquisition opportunities, even while we manage our leverage down to more normal levels. However, the market for e-commerce-focused industrial properties is very competitive and pricing is aggressive. So I do not anticipate additional significant acquisition activity for the balance of 2019.

I'll now turn the call over to Yael to discuss our leasing activity.

Yael Duffy -- Vice President

Thanks, John, and good morning. As of the end of the third quarter, our top three tenants are Amazon, FedEx and Procter & Gamble, representing 14.2%, 4% and 3.7% of total annualized rental revenues, respectively. Investment grade rated tenants or subsidiaries of investment grade rated parent entities make up 61% of our mainland revenues.

Looking at the entire portfolio, nearly three quarters of revenues comes from those investment grade rated tenants or subsidiaries or from our secure Hawaii land leases. Our top three markets after Hawaii of 42% are Indiana, Ohio, and Virginia representing 9.7%, 8.9% and 5.1% of our total annualized rental revenues respectively.

As you would suspect, with a portfolio that is over 99% occupied leasing activity in the third quarter was minimal. In Hawaii, we entered new and renewal leases for approximately 99,000 square feet at rents that were 13.4% higher than prior rents for an average lease term of 16.1 years. While the 13.4% roll-up may appear lower than our historical averages, it should be noted that the majority of this activity replace the lease that was signed in May 2018. As such, this roll-up represent strong growth in less than a year-and-a-half. Leasing capital and concessions for the third quarter were just $0.44 per square foot per lease year.

As mentioned last quarter, one Hawaii lease for approximately 1.2 million square feet and $1.9 million of annualized rent was scheduled to reset in 2019. The tenant has chosen to go to arbitration to determine market rent and the hearing is scheduled for early Q1, 2020. We expect to see a roll-up in rent and will receive any back due rent increases plus interest. On the mainland, we have no significant near-term lease expirations, with only 10 basis points of total annualized rents expiring over the remainder of 2019 and less than 1% expiring in 2020. We have already begun discussions with these tenants and expect to see renewals in market rents.

Turning to capital expenditures; we have made significant progress on the Toro expansion project with $5.2 million of the redevelopment capital being spent in the third quarter. As you may recall, we are adding a 194,000 square foot expansion to Toro's existing 450,000 square foot distribution facility to accommodate the tenant's growing needs. The approximately $15 million project is expected to be complete in December and will result in increased rents of approximately $1 million, beginning in 2020. We also invested $1.6 million in recurring capital associated with building improvements on the mainland for parking lots and roof replacements, as well as facade upgrades.

I'll now turn the call over to Rick to provide details on this quarter's financial results.

Richard W. Siedel -- Chief Financial Officer and Treasurer

Thanks, Yael, and good morning, everyone. Normalized FFO for the third quarter of 2019 was $28.5 million or $0.44 per share, up from $0.39 per share for the third quarter of 2018. Adjusted EBITDA for the quarter was $43.8 million, up 48% year-over-year. Total rental income for the third quarter of 2019 increased by $20.5 million to $61 million, representing a 51% increase over prior year results.

This increase primarily reflects our acquisition activity as well as increases from leasing, rent resets, and real estate tax expense reimbursement. This quarter also included a $2 million charge against revenue or $0.03 per share, primarily related to straight line rent receivables following a tenant default in Hawaii.

Our team is working with the tenant to see if a settlement can be reached or if we need to gain possession of the parcel, so we can begin to find new tenants for this space. Total portfolio same property cash basis NOI increased by 2.4% over the prior year as a result of a 2.9% increase in Hawaii same property cash basis NOI and a 1.8% increase in mainland same property cash basis NOI. This reflects increases in rents from new and renewal leases executed over the past year and contractual rent steps in our leases.

General and administrative expenses for the third quarter totaled $4.5 million and depreciation expense was $17.6 million. These expenses have increased from the prior year as a result of our acquisition activity. As John mentioned, last week we obtained a $350 million mortgage loan secured by 11 of our mainland properties, containing an aggregate of approximately 8 million square located in eight states. We were able to term out a portion of the balance of our floating rate revolving credit facility with this 3.33% 10-year, interest-only mortgage, which lowered our borrowing cost and increased our fixed rate debt to 79% of total debt, and increased our average maturity to over 7.5 years as of September 30th, 2019.

Following the closing of our second large secured financing this year, we believe we have demonstrated our ability to raise attractively priced long-term capital to fund the accretive acquisitions completed earlier this year and do not believe seeking an investment grade credit rating would significantly reduce our cost of capital.

Interest expense in the third quarter increased by $10.6 million year-over-year to $14.7 million, primarily due to higher debt balances.

We finished the quarter with $650 million outstanding on our revolver, resulting in debt-to-adjusted EBITDA of 7.8 times. As John stated earlier, we hope to sell an equity stake in some of our properties to a joint venture partner in the coming months that would reduce our leverage below 7 times and demonstrate the value of our mainland properties.

However, even without a joint venture, we continue to operate the business comfortably at our current leverage level. Thanks to our stable, predictable, and growing cash flows and well covered dividend at just a 75% normalized FFO payout ratio.

That concludes our prepared remarks. Operator, please open up the line for questions.

Questions and Answers:

Operator

Thank you. We will now being the question-and-answer session. [Operator Instructions] Our first question comes from Bryan Maher with B. Riley FBR. Please go ahead.

Bryan Maher -- B. Riley FBR -- Analyst

Thank you and good morning. A question on the potential JV. What are you thinking about there with timing? I know you said fourth quarter would -- but would it be later in the fourth quarter or possibly slip into the first quarter? And secondarily, what type of investors are you speaking with on this? Are they sovereign wealth funds, are they private equity? What's the type of participant in that?

John Murray -- President and Chief Executive Officer

Our current expectation is that this will close in the fourth quarter and won't slip. But it's not closed yet, so as you know anything is possible. We're focused on -- at the present time, on sovereign wealth funds as potential JV partners.

Bryan Maher -- B. Riley FBR -- Analyst

And would it take a form similar to what we saw with SNH with the Vertex Pharmaceutical headquarter in Boston, maybe like a 40% or 49% position where you guys keep the majority?

John Murray -- President and Chief Executive Officer

Yes. Initially that -- we expect it to be similar to the Vertex joint venture that SNH did, with investment approximately in that range, around 40%-ish and -- but I think we're going to we're aiming to structure this so that we could add additional partners, whereas I think the Vertex joint ventures is just one partner. We may have more than one partner in this joint venture.

Bryan Maher -- B. Riley FBR -- Analyst

And you alluded to some tie-in between the recent refinancing of the mainland properties and then 11 properties. Is it just those 11 properties that would be participants in the JV or would it be open to many more properties?

John Murray -- President and Chief Executive Officer

The current plan is those 11 plus one other property. However, we hope to structure the transaction so that we could potentially grow it.

Bryan Maher -- B. Riley FBR -- Analyst

And then lastly...

John Murray -- President and Chief Executive Officer

Initially even if it doesn't.

Bryan Maher -- B. Riley FBR -- Analyst

Okay, thanks. And then lastly for me, real estate taxes seemed a little bit higher than our expectations for the third quarter. Is there something going on there? Should we consider that kind of the run rate or was the third quarter an anomaly?

Richard W. Siedel -- Chief Financial Officer and Treasurer

Hey Brian, this is Rick. We saw about a $3.6 million increase in real estate taxes, $2.6 million of that was related to acquired properties, then there was about $1 million in comparable property increase. The vast majority of that, almost all of it, is related to increased assessment in Hawaii, where taxes went up over 22% or so. So pretty substantial.

I certainly don't think we'll see that type of increase again, but this may be the new normal. The good news for us is that the vast majority of our real estate taxes are recoverable under our leases where you know -- it's over 90% that's recoverable from tenants. So we're obviously going to work with tenants to appeal values where we can to try to bring the tax burden down, but this is probably normal for now.

Bryan Maher -- B. Riley FBR -- Analyst

Okay, thank you. That's all from me.

Operator

Our next question comes from Mitch Germain with JMP Securities. Please go ahead.

Mitch Germain -- JMP Securities -- Analyst

Good morning. So, are you creating a fund that you're just going to sell assets that you currently hold? I know you mentioned the 11 plus one but -- or will this be a potential co-investment fund where it creates a future growth vehicle that you'll be acquiring new assets as identified?

John Murray -- President and Chief Executive Officer

Yes. You know it hasn't closed yet. We're still negotiating some of the -- some of the finer points, but we're hopeful that when we finally have reached agreement, it will be a vehicle that we can use to grow our portfolio as well and not just the finance -- not just a way financing these 12 properties. So it may be that we add other properties from our portfolio to the joint venture over time, it may be that we acquire new properties with -- through the joint venture vehicle or we may acquire new properties and then subsequently put them into the joint venture vehicle. It really depends on a lot of -- a lot of factors including where our share price is and market conditions in the public markets as well as in the private markets.

Mitch Germain -- JMP Securities -- Analyst

Okay, that's helpful. Rick, you said that the investment grade rating won't reduce your cost of capital, and I totally understand that, but wouldn't it diversify your sources of capital?

Richard W. Siedel -- Chief Financial Officer and Treasurer

It would. But again, I think as we look at the capital stack for this entity, we think we can get a lower cost of capital using a combination of secured debt and JV equity than we could if we were to try to go the traditional unsecured route. Unsecured is obviously attractive, preferable for property owners because you don't need to seek lender approval or -- for any leasing or major decisions. But at the end of the day, it's really about allocating capital and the lower the cost of capital is the more successful we can be, so that's why we've done this.

I mean, previously we did the Hawaii financing. We thought the CMBS execution was important there. We wanted the market to understand the appraisals and the value of those properties, because I think it was misunderstood. We think that story has gotten out there a bit, and now, for this most recent financing, it was really just about lowering our cost of capital. It's not every day we can close on a fixed rate 10-year loan and repay the revolver and have accretion. I mean we borrowed at 3.33% and our average revolver borrowing for the past quarter was 3.7%. It's a little bit lower than that now, but it was still positive to pay it back, so...

Mitch Germain -- JMP Securities -- Analyst

Yes. Okay. The 2018 lease, the Hawaii lease that you signed this past quarter, was that a -- I might have missed it, was that a short-term renewal? And then, you entered into a longer-term discussion and you already got a portion of the upside in that short-term renewal. Is that the way to think about it?

Yael Duffy -- Vice President

Hi, this is Yael. Actually what happened was, we had mentioned last quarter that the tenant has gone into default and so we got the space back and we're able to lease it within one month. And so that's why we had the roll-up in such a short time.

Mitch Germain -- JMP Securities -- Analyst

Got you, excellent. And then, just on the default that you referenced this quarter. I guess -- so you're not adjusting for the charge, is that the way to think about it?

Richard W. Siedel -- Chief Financial Officer and Treasurer

No, so the -- no, we wouldn't adjust for a charge. I mean, these things happen from time to time. You hope it doesn't, but it does. I mean, the big difference this year versus last year, last year the geography was that charges like that went through expense. It is bad debt expense and this year it's a reduction of revenue.

So, this quarter's numbers don't include any annualized rental income from these four parcels that this tenant leases because we determined it was not probable that we collect it. So we took this $2 million charge. A lot of it was future straight-line rent. But similar to the story that Yael just mentioned, I mean, the good news is, there is a lot of demand for space in these regions, or these areas, sub-markets of Hawaii. So we're hopeful that we'll get these released as well or we'll reach a settlement with the tenant. I mean, we're not opposed to that, but from an accounting standpoint this quarter, we needed to take the charges.

Mitch Germain -- JMP Securities -- Analyst

So just to understand this the right way FFO, there is no FFO impact other than the space was vacant, and then the impact is on AFFO, is that how I should think about it or is there an FFO impact?

Richard W. Siedel -- Chief Financial Officer and Treasurer

No.

Mitch Germain -- JMP Securities -- Analyst

Got it.

Richard W. Siedel -- Chief Financial Officer and Treasurer

There is, I mean it's unfavorable to FFO this quarter as well. We took a charge. The whole charge of about $2 million. The majority of it is future straight line, so that wouldn't have a cash NOI impact but our GAAP NOI is impacted by it, obviously, which is why we printed a small negative number this quarter. We also do you have the current rents that we've reserved for. So we took no credit for the revenue this quarter. The tenant is still in the space and is trying to negotiate a settlement. So we are hopeful that we'll get some of that back in the future, but the accounting rules are pretty conservative when it comes to recognition of the stuff. So...

Mitch Germain -- JMP Securities -- Analyst

Great.

Richard W. Siedel -- Chief Financial Officer and Treasurer

Yes.

Mitch Germain -- JMP Securities -- Analyst

So it's sitting in rental account basically, effectively where the charge is, correct?

Richard W. Siedel -- Chief Financial Officer and Treasurer

Correct, yes.

Mitch Germain -- JMP Securities -- Analyst

Okay, great. Thank you.

Operator

Our next question is a follow-up from Bryan Maher with B. Riley, FBR. Please go ahead.

Bryan Maher -- B. Riley FBR -- Analyst

Okay, great. Yeah, I just wanted to follow up to see what your thoughts were on the Prologis $12 billion acquisition of Liberty and what that kind of means for the space? If you think that there's going to be more M&A and I believe the cap rate was kind of like a mid-4s and you guys are trading in a, give or take, around 7%. So can you just give us your thoughts on how we should think about you guys and the sector relative to Prologis' very acquisitive past year?

John Murray -- President and Chief Executive Officer

My initial reaction was, it's another statement of how undervalued it is, but it's clear that in REIT land, science is an important factor. You know Blackstone and Prologis are by far the two largest owners of -- institutional owners of industrial real estate and it makes -- it makes the acquisition landscape very competitive. So I think you're going to continue to see both of those companies growing aggressively both through acquisition and investing in their existing portfolios.

But I think that there is still plenty of room. It's a big space in the real estate sector and I think there's plenty of room for everybody to make transactions. But it just -- I think it just makes things -- makes the market continue to be aggressively priced. So -- like I don't expect that you'll see ILPT acquiring any additional properties this quarter, this coming quarter. We're going to continue to focus on leverage. But we're watching the market, we're underwriting Properties, but we are seeing seller expectations are for aggressive pricing. So we're being careful about what we do and what we don't do.

Bryan Maher -- B. Riley FBR -- Analyst

Okay, thanks, John.

John Murray -- President and Chief Executive Officer

Thank you.

Operator

This concludes our question-and-answer session. I would like to turn the conference back over to John Murray for any closing remarks.

John Murray -- President and Chief Executive Officer

Thank you for joining us on the call today and we look forward to, hopefully, seeing bunch you at the NAREIT Conference in November. Thanks.

Operator

[Operator Closing Remarks]

Duration: 25 minutes

Call participants:

Olivia Snyder -- Manager of Investor Relations

John Murray -- President and Chief Executive Officer

Yael Duffy -- Vice President

Richard W. Siedel -- Chief Financial Officer and Treasurer

Bryan Maher -- B. Riley FBR -- Analyst

Mitch Germain -- JMP Securities -- Analyst

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