Industrial Logistics Properties Trust

Good morning and welcome to the Industrial Logistics Properties Trust's fourth quarter 2022 financial results conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on a touch-tone phone. To withdraw your question, please press star, then two. Please note this event is being recorded. I would now like to turn the conference over to Kevin Barry, Director of Investor Relations. Please go ahead, sir.

Good morning, everyone, and thank you for joining us today. With me on the call are ILPT's President and Chief Operating Officer, Yael Duffy, and Chief Financial Officer and Treasurer, Brian Donley. In just a moment, they will provide details about our business and our performance for the fourth quarter of 2022. 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, Wednesday, February 15th, 2023, 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 components to calculate cash available for distribution are available in our supplemental operating and financial data package which also can be found on our website. I will now turn the call over to Yael.

Thank you, Kevin, and good morning. I will begin with a review of ILPT's portfolio and operating performance and then turn the call over to Brian to provide an update on our financial results. ILPT's consolidated portfolio includes 413 warehouse and distribution properties in 39 states totaling 60 million square feet with a weighted average remaining lease term of approximately nine years. Occupancy at year end was 99.1%. FedEx, Amazon, and Home Depot represent approximately 40% of our annualized rental revenues and 78% of our revenues come from investment grade rated tenants or their subsidiaries or from our secure Hawaii land leases. We finished the year with strong demand for our high-quality portfolio, consistent with the trends we saw throughout 2022. For the full year, we achieved record annual leasing activity of 7.8 million square feet at weighted average rental rates that were 47.3% higher than prior rental rates for the same space. The impact of this activity is an increase of $17.1 million in annualized rental revenue of which more than two-thirds will take effect in 2023 or 2024. These results showcase our ability to generate organic cash flow while maintaining portfolio stability. During the fourth quarter, we entered 17 new and renewal leases and one rent reset for a total of 1.4 million square feet at a weighted average lease term of eight years. This activity resulted in gap in cash leasing spreads of 18.7% and 6.7% respectively. Renewals on the mainland drove most of our leasing activity. Our leasing spreads include a 338,000 square foot renewal in a tertiary market in Iowa, where we were only able to achieve a 4.5% roll-up in rent. Excluding this renewal, GAAP and cash leasing spreads were 25.7% and 14.1% respectively. Looking ahead, approximately 12 million square feet, or 18% of ILPT's portfolio, is scheduled to roll by the end of 2025, primarily driven by our mainland properties. We are currently tracking 28 deals in our pipeline for 2.8 million square feet. Once executed, we expect these leases will yield average roll-ups in rent of 20% on the mainland and 30% in Hawaii, further illustrating the strength of our portfolio. Lastly, as we have communicated in the past, we are focused on improving ILPT's leverage. However, given the ongoing uncertainty in the capital markets, our timeline for addressing these priorities is unknown. With no near-term debt maturities and a cash-flowing portfolio, ILPT will continue to be patient as we evaluate opportunities. I will now turn the call over to Brian.

Thank you, Yael. Good morning, everyone. Starting with our consolidated financial results for the fourth quarter of 2022, normalized funds from operations were $5.4 million, or $0.08 per share, a decline of $26.3 million compared to the prior year quarter. The major drivers impacting normalized FFO over the prior year quarter was higher interest expense, partially offset by a $40 million increase in NOI. Adjusted EBIT to RE increased 88% year over year to $79.2 million. These changes were a result of our acquisition of Monmouth and the related financing activities earlier in 2022. Total portfolio same property cash basis NOI for the fourth quarter increased 30 basis points year over year. The prior year included a reduction to reserves for uncollectible rents of approximately a half a million dollars, negatively impacting comparisons. Excluding these charges, consolidated same property cash base NOI increased 1.3%, primarily due to our leasing activity and contractual rent steps. Interest expense increased $62.6 million over the prior year quarter. The interest rate cap we have for our $1.2 billion floating rate CMBS loan exceeded the strike rate for the entire fourth quarter, and the cap for the $1.4 billion floating rate loan in our consolidated joint venture crossed the strike rate in mid-November. Assuming short-term interest rates remain at current levels or continue to rise, our current estimated quarterly interest expense run rate will remain fixed at approximately $72 million. This consists of $59 million of cash interest expense and $13 million of non-cash amortization of financing costs, including the interest rate caps. Turning to our balance sheet, including extension options, ILPT's weighted average debt maturity is six years with no maturities until 2027. As of December 31st, our total debt either carried a fixed rate or was fixed through interest rate caps with a total weighted average interest rate of 5.4%. We currently have $48 million of cash on hand, excluding the cash held by our consolidated joint venture and amounts escrowed under our debt agreements. Capital expenditures for the fourth quarter were $7.9 million, including $4.4 million of tenant improvements and leasing costs. $2.2 million of building improvements, and $1.3 million of development costs. In closing, our operations remain strong with an exceptional tenant roster, near full occupancy, and rising rents across our portfolio. And we expect that ILPT will continue to benefit from industry demand for high quality industrial real estate. Before we turn the call over to Q&A, I'd like to point out that we've included additional disclosures in our supplemental operating and financial data package this quarter that provides additional details and insight into the different components of our portfolio as well as our joint ventures that we believe may be helpful to stakeholders. That concludes our prepared remarks. Operator, please open the line for questions.

Thank you. We will now begin the question and answer session. To ask a question, you may press star, then one on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble our roster. The first question comes from Brian Marr with B Reilly FBR. Please go ahead.

Yes. Good morning, Yael and Brian. A couple of questions for me. When it comes to the, you know, re-engagement of a dialogue, let's say, with potential JV partners for the Monmouth JV and asset sales, I know you touched upon this briefly in your opening comments, but do you have any thoughts on, you know, when that might heat up? Are there any discussions currently? How should we be thinking about that?

Good morning, Brian. So for the property sales, I think We really haven't seen much in the form of the transaction markets. It's been pretty quiet, as you would expect, with the rising interest rates and the availability for financing. So I think we're really looking to see more data to turn to, to kind of see what the cap rates look like. So I think that's the answer to that. In terms of discussions with a potential joint venture partner, for the Mountain, we're not having any conversations currently. Brian alluded to in his prepared remarks, we've put in additional data in our supplemental. If you look to that, you'll see that we're currently not cash flowing in that joint venture, so it would be very hard for us to find a second joint venture partner until interest rates decrease.

Okay, thanks. And then maybe for Brian, we noticed that the leverage went from the third quarter from 13.7, I think it went down to like 13.1. You know, assuming you don't have asset sales or deconsolidate the mountain JV, is that a good run rate, you know, maybe give or take a bit or two?

Yeah, Brian, great question, and good morning. You know, I think, you know, as time passes and we continue to see the effect of rent roll-ups, it'll come down marginally, but, you know, the high 12, low 13 range, you know, that's sort of where we expect things to be throughout 23.

And you touched upon the leasing activity for 2023. It seemed like a pretty solid 2022 and a very strong um you know whole year and the fourth quarter was pretty decent but you know where are you seeing you know any potential strengths or weaknesses over the next two years in lease renewals or should we just continue to expect that this portfolio you know runs at you know roughly 99 occupancy and are there uh any known vacancies so

I think this year was an exceptional year for us. We had a lot of leasing in Hawaii. So I think as we go into 23 and 24, a lot of the leasing will be focused on the mainland. And so I'm not sure we're going to see 47% roll up for the year in 23. But I think 20%, I think, is a good estimate. In terms of known vacancies, We have a couple that we know about in Hawaii. Generally, we've been able to release those within a quarter or two, so there's no concerns there. And I think, you know, I think the 99 to 98%, I think, is a good estimate for where we think occupancy will turn out.

Okay. And then just last for me, maybe for Brian, on the extensions for the two MNR related debt financings out to 2027 from 2024. Is there anything in the covenants or anything that you could foresee that would prohibit you from exercising any of those extensions?

No, the only requirement is that we replace or add a new interest rate cap upon expiration of the current maturity. So in 24, we'll have to get a new interest rate cap for the extension period for each of those debt instruments, which we don't foresee a problem. Okay, great. Thank you.

That's all for me.

Thank you. Again, as a reminder, if you have a question, please press star, then 1 to be joined into the queue. Our next question comes from Mitch Germain with J&B Securities. Please go ahead.

Good morning. When does the same store pool change? Will it be next quarter or do we wait until the new calendar year?

Same store meaning to include the Monmouth acquisition. That would be in Q2.

Okay. Okay. And just talking a little bit about that performance in the same store pool, You know, occupancy is sort of flat, rent's higher, you know, not a lot of growth. Is there anything specific that you guys want to point out there?

Yeah, you know, we talked about, you know, we did 7.8 million square feet of leasing this year, and 66% of it really doesn't go into effect until either 2023 or 2024. And we talked about earlier this year, we talked about the two leases we did with Home Depot, which were pretty significant roll-ups in rent. And that actually, we won't see the benefit of that in cash NOI until 2024. So I think, you know, some of that activity just hasn't made its way into 2022. So I think as we start the year, we'll start seeing some of that growth.

Okay. And then last question for me, when you think about reconsidering some potential asset sales, is everything on the table or are we back to that original pool that you had considered of Monmouth assets? Or has that now been scrapped and you'll just be opportunistic based on what the market will give you?

We're really looking at everything within our portfolio to see what opportunities we have. So we're not by any means married to the 30 properties we originally brought out to the market. I think if it makes sense, we would consider a potential disposition of any property in our portfolio.

Gotcha. Thank you.

Thank you.

Our next question comes from Michael Carroll with RBC Capital Markets. Please go ahead.

Yeah, thanks. Did you indicate that you're currently not marketing any portfolios for sale right now?

Correct.

Now, at what point in time do you start thinking about marketing properties for sale? I mean, do you need to see interest rates move lower? Is there a point in time when you're ready to bring something to the market?

I mean, we don't have, you know, set criteria. I really just think we need to see more transaction volume. You know, we're in ongoing discussions with brokers, both, you know, kind of across different major brokerage groups, and I think everybody generally agrees that it's still early to bring something out in 23, so I think as we progress through the year, hopefully there will be more transaction activity. and we'll see transactions closing and we'll feel comfortable going back out to the market. You know, where we've already started a process and pulled the properties, we don't want to do the same thing again.

Okay. And then when you, thinking about some bigger sales, I mean, is it fair to assume that you're more looking at outright asset sales that could generate maybe better valuations versus the traditional JVs that you have been doing?

I think we're open to either of those options. Again, I think whatever brings us the highest proceeds, we'd be willing to evaluate.

Are you willing to sell some Hawaiian assets at this point?

We know that that's a lever we can pull, and there's incredible value in Hawaii, so we would consider it.

Okay, great. Thank you.

Thank you. This concludes our question and answer session. I would like to turn the conference back over to Yael Duffy for any closing remarks. Please go ahead.

Thanks, everyone, for joining us today. We look forward to speaking with you again soon.

The conference has now concluded. Thank you for attending today's presentation. You may all now disconnect.