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Industrial Logistics Properties Trust (NASDAQ:ILPT)
Q4 2019 Earnings Call
Feb 24, 2020, 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 Fourth 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 fourth quarter and year ended December 31st, 2019, followed by a question-and-answer session with sell-side 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, Monday, February 24th, 2020 and actual results may differ materially from those that we project.

The Company undertakes no obligation to revise or probably 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 & Chief Executive Officer

Thank you, Olivia. Good morning, and welcome to ILPT's fourth quarter and year end 2019 earnings call. We are pleased to report solid performance for the fourth quarter with normalized FFO of $29.7 million or $0.46 per share and a same-store cash basis NOI increase of 5.5% year-over-year.

Additionally, we announced two exciting transactions to start 2020. Last week, we entered into agreements related to a $680 million joint venture that we have been working toward since mid-2019. We formed this joint venture with an Asian institutional investor to own a portfolio of 12 industrial properties containing 9.2 million square feet, which were predominantly acquired by ILPT in 2019 as part of two large portfolio acquisitions.

The investor will contribute approximately $108 million for a 39% equity interest in the new venture and ILPT will retain the remaining 61% equity interest. We closed the joint venture with 11 properties and the investor will initially contribute approximately $82 million. The venture also assumed $350 million of existing secured debt on the portfolio. A 12th property and $57 million of additional associated debt is expected to be contributed later, subject to certain conditions. We'll use the proceeds to reduce outstanding borrowings under our revolving credit facility. The property valuations represent a 5.5% cap rate on cash NOI.

ILPT remains in discussion with an additional institutional investor and currently expects this investor may also acquire a 39% equity interest in the JV in coming quarters, allowing ILPT to further reduce leverage, while retaining an ownership stake in this high-quality portfolio. We believe this transaction, once again, underscores the value of ILPT's industrial properties. It also highlights the valuation disparity between the public market's valuation of ILPT and private capital's valuation.

Importantly, this JV provides ILPT the opportunity for continued growth with private equity capital raised at approximately net asset value. Also in February, we acquired 820,000 square foot distribution facility in Goodyear, Arizona for $72 million.

This Class A property is 100% leased to Amazon with remaining lease term of 5.8 years. The property is in Phoenix's West Valley, which provides easy access to the I10 freeway and Southern California. Additionally, the property is within a quarter-mile of the future Arizona 303 Loop, which will provide improved access throughout the Phoenix Metro area.

The purchase price reflects the 5.2% cap rate. On previous calls, we told you we plan to increase the number of independent trustees on ILPT's Board and that we have engaged Korn Ferry to assist us in that process. Last week, Laura Wilkin and Kevin Phelan were appointed as new Independent Trustees, increasing the size of our Board to seven with five Independent Trustees, two of whom are women.

Ms. Wilkin is currently a Senior Advisor at Boston Consulting Group. She has held senior leadership positions focused on supply chain and logistics at various companies including Petco, Walmart, Gap, Levi Strauss and LVMH Sephora.

Mr. Phelan is currently Co-Chairman at the Boston office of Colliers International, a full-service commercial real estate firm where he started their Capital Markets Group. Mr. Phelan has since financed billions of dollars of commercial real estate transactions across the U.S. Mr. Phelan is also active in several not-for-profit organizations. Neither Ms. Wilkin nor Mr. Phelan will serve on any other Board's within the RMR Group companies.

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

Yael Duffy -- Vice President

Thanks, John, and good morning, everyone. At the end of the fourth quarter ILPT's portfolio consisted of 300 warehouse and distribution properties in 30 states, totaling 42.9 million square feet that were 99.3% leased. Our mainland portfolio included 74 properties in 29 states, totaling 26.2 million square feet that were a 100% leased.

Approximately 41% of ILPT's annualized rental revenues come from 16.8 million square feet of industrial land and properties located in Hawaii. Our top three markets after Hawaii are Indiana, Ohio, and Virginia, representing approximately 10%, 9% and 5% of ILPT's total annualized rental revenues respectively.

At year-end, our top three tenants were Amazon, FedEx and Procter & Gamble, representing approximately 14%, 4% and 4% 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 75% of revenues come from those investment-grade rated tenants or subsidiaries or from our secure Hawaii land leases.

Leasing activity was strong in the fourth quarter, totaling 1.4 million square feet at rents that were 16.9% higher than prior rents with an average lease term of 8.5 years and commitments for leasing capital and concessions of only $0.12 per square foot per lease year. With little near-term lease roll, most of our leasing activity or 1.1 million square feet was associated with early renewals for leases expiring in 2020 through 2023.

On the mainland, we completed 757,000 square feet of lease renewals at rents that were 14.5% higher than prior rents with an average lease term of 7.2 years and capital commitments of $0.14 per square foot per lease year.

Q4 is the first quarter since ILPT went public that we had meaningful mainland leasing activity. We are pleased with both the results and our strong tenant retention in this competitive market. In Hawaii, we entered three new leases for approximately 161,000 square feet at rents that were 34.2% higher than prior rents with an average lease term of 17.4 years and capital commitments of just $0.06 per square foot per lease year. We also completed one rent reset for 105,000 square feet that resulted in a roll off of rent of 39.9%.

As we have previously discussed, we are working through an agreement with the tenant in Hawaii that leases approximately 1.2 million square feet for $1.9 million of annualized rents that was scheduled to reset in 2019. We expect to finalize negotiations in the coming weeks.

As we look forward to our upcoming lease expirations, we are encouraged by what we have accomplished in 2019. Portfolio leasing for the year totaled more than 2.6 million square feet with a roll-up in rent of 20.1% and average lease term of 9.5 years and capital commitments for new and renewal leases of $0.13 per square foot per lease year.

Near-term expirations are minimal in 2020 with only 0.2% of annualized rents scheduled to expire in the mainland and 1.3% in Hawaii. As such, we are focusing our efforts on 2021 and 2022 and have already begun discussions with multiple tenants and anticipate maintaining our strong leasing momentum in the New Year.

Turning to capital expenditures, we spent $3.1 million in recurring capital predominantly associated with building improvements on the mainland for roof, boiler and parking lot replacements. Additionally, in the fourth quarter, we spent $5.1 million of redevelopment capital and successfully completed the 194,000 square foot Toro expansion.

We finished the project on schedule and under budget with a total capital investment of $14.6 million. With Toro's 15-year commitment, the expansion project results in an incremental return on cost of 7.9% and increased rents of approximately $1 million beginning in 2020.

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

Richard W. Siedel, Jr. -- Chief Financial Officer & Treasurer

Thanks, Yael, and good morning, everyone. Normalized FFO for the fourth quarter of 2019 was $29.7 million or $0.46 per share, up 15% from $25.9 million or $0.40 per share for the fourth quarter of 2018. Adjusted EBITDA for the quarter was $44.6 million, up 44% year-over-year.

Our quarterly dividend of $0.33 per share continued to be well covered with a pay-out ratio of 71.7%. Total rental income for the fourth quarter of 2019 increased by $20.1 million to $62.2 million, representing a 48% increase over prior year results. This increase primary reflects our acquisition activity as well as increases from leasing and rent resets, but also includes some activity worth highlighting for the quarter.

In Hawaii, we recognized percentage rents of $1 million, which has historically been recognized in the first quarter of each year. We've amended this tenant's lease establishing an annual floor for percentage rent of $1 million per year, which going forward we will recognize ratably throughout the year with any favorable adjustments recognized in the fourth quarter.

Offsetting this a small number of tenants in Hawaii fell behind in their payments and we reduced revenue to reserve for amounts outstanding in Q4. This included $900,000 of cash rents receivable and $1.3 million of straight-line rents receivable.

Total portfolio same property cash basis NOI increased by 5.5% over the prior year, with a 5.9% increase in Hawaii and a 5% increase on the mainland, primarily due to contractual rent increases in Hawaii and the Toro expansion project Yael mentioned previously.

General and administrative expense for the fourth quarter totaled $4.1 million, up $1.1 million year-over-year and depreciation expense was $18 million, up $10.4 million year-over-year. These increases are attributable to our acquisition activity in 2019.

Interest expense in the fourth quarter increased by $10 million year-over-year to $14.6 million, primarily due to higher debt balances. We finished the quarter with $310 million outstanding on our revolving credit facility. As John mentioned, last week, we entered into agreements related to a joint venture transaction and we will receive approximately a $108 million in proceeds, which will be used to pay down our revolver, reducing net debt to adjusted EBITDA by approximately 0.6 times.

We are pleased to reduce leverage and we'll continue to explore opportunities to expand the venture through additional investments or with additional institutional partners.

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

Questions and Answers:

Operator

We will now being the question-and-answer session. [Operator Instructions] Our first question is from Michael Carroll with RBC Capital Markets. Please go ahead.

Jason Idoine -- RBC Capital Markets -- Analyst

Hi guys, this is Jason on for Mike. Just wondering how you will be deploying capital into the future given the current leverage targets and where you guys sits.

John Murray -- President & Chief Executive Officer

I think that our focus, as we indicated in the press release and in our -- the text of our script, we're still working on adding an additional partner to the joint venture. And so, I think that when it comes to -- we're always watching the acquisitions market and seeing what types of products are available and in what markets. But I think we're going to be fairly disciplined until we feel like we finalized the joint venture with both partners and then, we'll assess the capital markets and whether we will grow using the private capital or other capital. So, that remains to be seen as time wears on.

Richard W. Siedel, Jr. -- Chief Financial Officer & Treasurer

Jason, this is Rick. The one thing I would add just kind of taking John's comments a step further. If we do bring in a second JV partner, that will have more than the 0.6 times reduction in leverage that the first JV partner had. I believe if we have two 39% partners, we would likely deconsolidate the assets and these JV properties are on the books with about 60% loan to value. So, it would -- just taking our share of those assets instead of consolidating them would bring our overall leverage down closer to 6 times.

Jason Idoine -- RBC Capital Markets -- Analyst

Okay, thanks. And how large would you be looking to grow the JV fund ultimately?

John Murray -- President & Chief Executive Officer

I don't think we have any particular limits. I mean we don't anticipate adding much from our existing portfolio into the joint venture that the plan would be to use -- to take advantage of the joint venture to grow our portfolio. So, I don't think we have any particular limits set by ILPT or by any -- either of our -- either our current partner or partner we're seeking to add.

Jason Idoine -- RBC Capital Markets -- Analyst

Thanks.

Operator

The next question is from Matt Boone with B Riley, FBR. Please go ahead.

Matthew Boone -- B. Riley FBR -- Analyst

Hey guys, good morning. Just to start off [Technical Issues] added to the JV?

John Murray -- President & Chief Executive Officer

I'm sorry, could you say that again. You cut out.

Matthew Boone -- B. Riley FBR -- Analyst

Sorry, yeah. Timing regarding when the 12th property is expected to be added to the JV. I was curious if there is any detail that you could provide there?

John Murray -- President & Chief Executive Officer

We think it will be within the next month. We're hopeful to be within the next month. There is just some administrative -- mostly administrative things that need to be accomplished with lenders. So, we don't think it will take long.

Matthew Boone -- B. Riley FBR -- Analyst

Okay. And then turning to acquisitions, just to clarify, those are going to probably be more opportunistic in the near-term with the focus being on reducing leverage, is that correct?

John Murray -- President & Chief Executive Officer

Yeah. I mean I think -- I guess we think of those as two separate things. Adding to the joint venture with -- by adding another partner will help significantly in the leverage reduction process and then we will be mostly opportunistic in terms of what we may acquire, but we do intend to continue our growth once the -- once the partners are finalized in the venture itself.

Matthew Boone -- B. Riley FBR -- Analyst

Okay. One last one from me. Can you just remind us what your long-term target leverage level is?

Richard W. Siedel, Jr. -- Chief Financial Officer & Treasurer

Sure. We had said that we hope to be between 6% and 7%. Previously we thought we might be a little bit lower, but the cost of equity is still fairly high for us. If we look back at 2019, we increased FFO per share by $0.15 or about a little over 9% versus the prior year and we haven't really seen the favorable reaction in stock.

So, at this point, we'll grow a little slower and we'll grow with some private capital and continue to do things that are good for ILPT shareholders. The one thing we should probably bake in, I mean, we've had great results this year kind of in line with what we would have expected. The comment that I made in prepared remarks about the percentage rent is worth noting, because historically that's been recognized in Q1. So, just thinking forward to next quarter, we're going to kind of come out of the gate, down about 4%. So that's something will need to be modeled in.

But for the most part, the properties continue to perform really well. We've always said that our mainland assets should grow cash NOI between 0.5% and 1% a year. We did that. And similarly, Hawaii should generally grow around 3% or so per year.

We've had a couple of tenant issues here and there related to real estate taxes and some other costs that have increased. But we think the long-term viability of those properties is still really strong. They are really special real estate. And again, we're going to continue to execute and be opportunistic with acquisitions to try to grow FFO and CAD.

Matthew Boone -- B. Riley FBR -- Analyst

Okay, thank you.

John Murray -- President & 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 & Chief Executive Officer

Thank you very much for joining us on the call today. We look forward to seeing you soon. Thanks.

Operator

[Operator Closing Remarks]

Duration: 21 minutes

Call participants:

Olivia Snyder -- Manager of Investor Relations

John Murray -- President & Chief Executive Officer

Yael Duffy -- Vice President

Richard W. Siedel, Jr. -- Chief Financial Officer & Treasurer

Jason Idoine -- RBC Capital Markets -- Analyst

Matthew Boone -- B. Riley FBR -- Analyst

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