Industrial Logistics Properties Trust

Good morning and welcome to Industrial Logistics Properties Trust Second Quarter 2026 Financial Results Conference Call. All participants will be in 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 your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the call over to Kevin Barry, Senior Director of Investor Relations. Please go ahead.

Good morning, and thank you for joining ILPT's second quarter 2026 earnings call. With me on today's call are President and Chief Executive Officer Yael Duffy, Chief Financial Officer and Treasurer Tiffany Sy, and Vice President Marc Krohn. In just a moment, they will provide details about our business and quarterly results, followed by a question and answer session with sell-side analysts. Please 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, including guidance with respect to certain third quarter and full year 2026 financial measures. These forward-looking statements are based on ILPT's beliefs and expectations as of today, July 30, 2026, 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, which can be accessed from our website, ILPTREIT.com. investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, we will be discussing non-GAAP financial measures during this call, including normalized funds from operations or normalized FFO, cash available for distribution or CAD, adjusted EBITDA RE, net operating income or NOI, and cash basis NOI. The reconciliation of these non-GAAP measures and net income is available in our financial results package, which can be found on our website. Lastly, will be providing guidance on this call, including estimated normalized FFO and adjusted EBITDA RE. We are not providing reconciliation of these non-GAAP measures as part of our guidance because certain information required for such reconciliation is not available without unreasonable efforts or at all. I will now turn the call over to Yael.

Thank you, Kevin, and good morning. Last night, we reported second quarter results that demonstrate the strength of our portfolio and our ability to convert operating momentum into shareholder value. Normalized FFO grew 51% year over year in line with our guidance and same property cash basis NOI increased 2%. These results were driven by a record leasing quarter in which we completed 5.4 million square feet at leasing spreads of 35%. It also marks our seventh consecutive quarter of double-digit rent growth and our fifth straight quarter of accelerating mark-to-market spreads. Based on this performance, we raised our full year 2026 guidance, which Tiffany will detail shortly. In May, we refinanced $1.6 billion of floating rate debt in our consolidated joint venture with fixed rate debt. As a result, 100% of ILPT's consolidated debt is now fixed rate with no maturities until 2029. Although leverage remains elevated, over the past year, we have materially reduced financial risk, eliminating our exposure to variable rates and locking in greater predictability of future cash flows. Among the quarter's achievements was resolving the two large vacancies within our portfolio. In Indianapolis, we signed a 10-year lease with FedEx on a 532,000 square foot property at a gap in cash roll-up in rent of 14% and 4%. We also completed a 53-year ground lease on 2.2 million square feet in Hawaii with a construction company at a gap in cash roll-up of 162% and 52%. As a result, consolidated occupancy rose 450 basis points to 99%. Together, these long-duration leases lock in a stable growing income stream for years to come and reflect the underlying quality of our portfolio. Capital expenditures for the quarter totaled approximately $14 million, of which $10 million was directly tied to leasing commissions. Costs and concessions averaged just 23 cents per square foot per year in line with historical trends. Earlier this month, we doubled our quarterly dividend to 10 cents per share. The increase underscores our confidence in the durability of our earnings and our commitment to delivering attractive growing returns to our shareholders. Our second quarter CAD payout ratio rose to 50% from 29% in the prior quarter, and is almost entirely a function of the elevated leasing commissions related to our record leasing volume. We believe the new dividend rate remains well covered by ILPT's underlying cash flows while continuing to provide ample capacity to fund our priorities. Importantly, the market has recognized our execution. ILPT shares delivered a total return of 63% in the first half of 2026 outperforming the Industrial REIT benchmark by 55 percentage points. Looking ahead, we remain focused on the drivers that compound value, including capturing the significant embedded rent growth across our portfolio, sustaining best-in-class tenant retention, and continuing to strengthen our financial position. With that, I'll turn the call over to Marc, who will provide additional details on our leasing activity and pipeline.

Thank you, Yael, and good morning. As of June 30th, 2026, ILPT's portfolio consisted of 409 properties totaling 60 million square feet with a weighted average lease term of eight years. Demand across the industrial sector remains healthy even as the market absorbs the elevated supply delivered over the past several years. Our portfolio has outperformed against that backdrop. We finished the quarter at 99% occupancy 590 basis points ahead of the national industrial average. We continue to benefit from the diversity and quality of our tenant base, our strategic locations, and the irreplaceable nature of our land holdings in Hawaii. Turning to second quarter leasing activity, during the quarter, we signed 14 new and renewal leases plus one rent reset for 5.4 million square feet at weighted average lease term of 18.6 years. This resulted in gap in cash leasing spreads of 35% and 14% respectively. The impact of this activity is an increase of $8.2 million in annualized rental revenue of which 70% has not yet been realized and will take effect in the second half of 2026 or in 2027. These results showcase our ability to grow rents organically while maintaining portfolio stability. Beyond the Indianapolis and Hawaii transactions Yael highlighted, we captured meaningful value across several other deals this quarter. In Georgia, we signed a new 218,000 square foot lease with Southern States at a 35% rent roll-up for a 10-year term and Matt filled the space after just one month of downtime following the prior tenant's expiration. Also in Georgia, we renewed Shaw Industries in 832,000 square feet at a 21% rent roll-up for a seven-year term, retaining a longstanding tenant with no capital outlay for tenant improvements. And in Ohio, We renewed ABT Technology Solutions in 581,000 square feet, also at a 21% rent roll-up for a seven-year term. Looking ahead, our lease expiration schedule is well-balanced with minimal expirations in 2026 and less than 17% of annualized rental revenues rolling through the end of 2028. Today, our leasing pipeline stands at 3.4 million square feet and 2.2 million square feet of that relates to expirations over the next 12 months that are already in advanced negotiation or documentation. On that activity, we expect average roll-ups of 20% on the mainland and 30% in Hawaii. Together, this gives us clear visibility into durable, organic cash flow growth and positions ILPT to continue building on the momentum we delivered this quarter. I will now turn the call over to Tiffany to review our financial results.

Thank you, Marc. Good morning, everyone. Yesterday, we reported second quarter normalized FFO of $20.8 million, or 31 cents per share. which is in line with our guidance and 51% higher compared to the same quarter a year ago. These results reflect lower interest expense from our debt refinancing over the past year and the rent growth that both Yael and Marc highlighted earlier. Same property NOI was $88.6 million and same property cash basis NOI was $85.7 million, both increasing 2% year over year and adjusted EBITDA RE totaled $87.4 million. A 3% increase year-over-year. Turning to our balance sheet, in May, we closed a $1.62 billion five-year interest-only mortgage loan for our consolidated joint venture at a fixed rate of 5.71%. The proceeds were used to refinance the joint venture's existing $1.4 billion floating rate loan and $205 million of fixed-rate amortizing debt. The new loan is secured by the same 90 mainland properties that collateralized the prior borrowings. As a result of this refinancing, our consolidated joint venture was able to access cash previously reserved for loan amortization and interest rate caps and distributed $38 million during the quarter, including more than $23 million to ILBT as a 61% owner. ILBT ended the quarter with cash on hand of $135 million and restricted cash of $46 million. Our net debt to total assets ratio increased to 69.2%. and our net debt leverage ratio improved to 11.5 times. Turning to our outlook, for the third quarter of 2026, we expect interest expense of $61 million, including $59 million of cash interest expense and $2 million of non-cash amortization of deferred financing fees. Adjusted EBIT to RE between 87.5 and $88.5 million and normalized FFO between 34 and 36 cents per share. For the full year 2026, we expect capital expenditures between $29 and $34 million and interest expense of approximately $245 million, with cash interest of $234.5 million and non-cash interest of $10.5 million. Additionally, we are increasing our adjusted EBITDA RE guidance to a range between $348 and $353 million, a $4 million increase at the midpoint. and we are increasing normalized FFO guidance to a range of $1.31 and $1.39 per share, representing a 5 cent increase at the midpoint. In closing, ILPT is delivering attractive growth by continuing to execute on our operating and financial objectives. As we look to the back half of 2026, we are focused on building on this momentum, prudently managing our capital and creating long-term value for our shareholders. That concludes our prepared remarks. Operator, please open the lines for questions.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you are 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 the roster. And the first question comes from Craig Cucera with Lucid Capital Markets. Please go ahead.

Yeah, hey, good morning. It looks like it was recovered back in your CAD calculation, but what were the normalized FFO adjustments this quarter for unconsolidated interest? I think it reduced NFFO by about three cents, and how should we think about that going forward?

I'm sorry, can you repeat that, Craig? And good morning.

Yeah, so in your NFFO calculation, you had a new line item, which was normalized FFO adjustments attributable to non-controlling interest, and it was about a million and a half dollars, and it reduced your NFFO by about three cents. I'm just curious, was that a one-timer, or how should we think about that going forward?

Got it. That was a one-timer related to the debt refinancing. It was the NCI portion of the The extinguishment, the loss on extinguishment.

Okay, that's helpful. And with the debt refinancing now behind you, you no longer are going to have any amortization. We're forecasting pretty decent cash flow bills. How should we think about that use of XX cash? Is it built up?

Within the joint venture or within just ILPT wholly owned, I guess? or both.

Yeah, just ILP wholly owned. You know, understanding that you've got CapEx requirements, et cetera, and appreciate the incremental guidance there, but I guess as you have excess cash, how should we think about it at the ILP at T-level?

I think for now we're comfortable just to continue to build the cash reserves. You know, while we have no maturities until 2029, I think we would like to be in a position to potentially reduce our leverage and so maybe When our Hawaii portfolio comes due in 29, use some of that cash to pay off and refinance at a lower level.

We don't have a revolver right now either, so that's another thing to keep in mind.

Got it. And I take it the reduction in restricted cash was related to the refinancing? And is that the only amount required going forward?

That's right. So the reduction was absolutely a result of the $38 million distribution from Mountain JV.

Got it. And just one more for me. I mean, now that you've got the Indianapolis leased on, leased up Hawaii, does that open up any opportunities for joint ventures? Or I know in the past you said you probably aren't looking to sell many assets, but just kind of your updated thoughts regarding the portfolio.

Yeah, I think we feel pretty good about the portfolio. I think if there was any opportunity to do a joint venture, it would be within our mountain existing joint venture. And now that the debt is fixed and we're starting to make distributions, I think it could be an attractive opportunity for a potential investor, but it's early days.

Okay, thank you.

Thank you.

Again, if you have a question, please press star, then one. Your next question comes from Mitch Germain with Citizens Bank. Please go ahead.

Good morning. Same for NOI. I think it was 2%. Was that just a function of timing of when the leases commenced and the realization of income related to that? Is that the way we should think about it?

Hi, Mitch. I think that's right. That's part of the story. And then we also had to take a bad debt reserve for a tenant in Hawaii, which also negatively impacted the NOI. So if we factor that in, our cash NOI year over year would have been 3.8%. So it's just the one time that hit this quarter, which will be back to normal trends, I think, next quarter.

and that specific situation or is that tenant back, are they paying? Is there anything that you want to highlight there?

So we're in discussions with them. We've, we're, it's early days. I think we're just being conservative that we don't think we're going to be able to collect and so forth. And so, I'm not concerned about the annualized revenue associated with that parcel. It's just more of an accounting requirement to just take that reserve. Okay.

Great. Appreciate that. Where are escalators on your more traditional leases? Obviously, we're hearing a lot of your peers continue to be pushing the needle a bit with regards to the annual growth associated with some of their leases. Where do you stand with that?

I think we're around 2% to 3%.

Yeah, some cases higher than that as well, right? It just depends on the market that we're in. We're seeing some even in the 4% range as well.

So, Marc, average like 3%? Is a good way to think about it?

I'd say yes.

Okay. Great. Last one for me. Interest income obviously came up a little bit. Is that just going to be a line item that continues to benefit from the cash bill? Is that how we should be thinking about that on a go-forward basis?

No, that interest income actually has a one-time in there as well related to extinguishment of the cap that we had.

Okay, so that goes back to more normalized levels.

Exactly.

Great, great. And then, Tiffany, while I have you, I guess I do have one more question. Can you sensitize me from, you know, kind of 34 to 36, like how we go from, you know, kind of how, what are the variables to get you to the higher end of the range?

It depends on timing of leasing and And then also, there's some fluctuations in GNA that could occur. So, those types of activities.

Okay. Just meaning based on how the calculation works out that there could be some. Gotcha. Okay. I understand what you're saying there. Not the incentive payment, but it will be net of the incentive payment, right? Is that the way to think about it?

That's right. We don't include the incentives, the incentive fee in that calculation. That gets included in CAD in January.

Yeah. Right. Thank you. Thank you.

And your next question comes from John Masoka with B. Riley. Please go ahead.

Good morning. Morning. We'll be sticking with Mitch's line of questioning there. On the guidance for the full year, it's still a fairly wide range on the normalized FFO per share at $0.08. I mean, I know it would be some of the same factors that impact kind of next quarter's guidance and why there's a range there. But, I mean, I'm just thinking, if I'm looking at the numbers correctly, it got wider in Even as you kind of increased guidance, I'm just kind of curious what's going into that. Is it something to do with the new Hawaii transaction? Just maybe a little color on kind of where the low end of that new range and the high end of that new range kind of, you know, what are the factors in that?

It doesn't really have anything to do with Hawaii. We're pretty locked in there. It's really a function of, if you look at NOI and the other dollar amounts, and so forth. So, it's a $5 million range, which is not that wide, but when you break that down into per share, it's about that range. So, we were just trying to make the math work. Does that make sense?

That makes sense. So, maybe kind of sticking with the guidance You kind of came at the low end of the quarterly guidance you provided for 2Q at the time of 1Q earnings, but you kind of raised year end. Is that all just tied to the successful Hawaii transaction? Is there some other leasing that was kind of better than expected? Just kind of what are the variables that maybe kind of caused 2Q to come in a little light? I mean, I'd imagine some of it had to do with the rent reserve on the other Hawaii I think in the Q1 guidance, we weren't sure if we were going to be able to get to a final lease on the Hawaii parcel, so it wasn't included in Q1 and was adjusted for the full year in Q2.

And then the second part of Q2 coming in lower than or on the low end of guidance from Q1 is really primarily on that reserve for that tenant in Hawaii. Okay.

And then is that also kind of if we think about the quarter over quarter decline and just kind of top line revenue? I know you also had some one timers in one queue. Is it also just a reserve kind of flowing through or is there something else? It was a little higher than the total amount.

Yep, it's the reserve in Q2, and then if you recall in Q1, we had that percentage rent that we took for the tenant in Hawaii that increased revenue. So it's just the two things working together.

Okay, makes sense. And then with Hawaii, what should we expect in terms of timing for that to kind of flow through It sounds like it's pretty immediate on a gap basis, but any kind of delay on a cash basis in terms of the positive impact from that, Lisa?

Yep. You're right. It's an immediate gap impact. The tenant took possession on July 1st, and they have a three-year free rent period, so we're not going to recognize cash growth there until July. three years from now, but they will be paying real estate taxes for the parcel, which is about $800,000 a year. So we'll at least get those recoveries immediately.

And then on the CapEx, you know, appreciate the new guidance there. Sounds like a lot of that's kind of one-time-ish stuff with lease up. What's maybe the outlook roughly for like 27 CapEx or even kind of long-term? I mean, is all of that 29 to 34 million kind of going to be this year and then gone? Or could some of that flow through into next year or even kind of longer?

Yeah, this quarter was outsized just because of the 10 million in leasing commissions, just because we had so much leasing activity. But from a building improvement perspective, I mean, I think our run rate is usually two to four million a quarter. So I think that's That's generally from a building improvement perspective. I think that's what we should expect. We do have a potential tenant who would like to expand their building in 2027 and is starting early discussions with that. So we might have some redevelopment capital that we'll start seeing in 2027, but that would just be a one-time outlier. Okay.

Anyway, just think about the delta versus kind of what's been done year-to-date versus that guidance. I mean, is a lot of that coming in 3Q, or is that going to be kind of ratable over the remainder of the year?

Yeah, we usually see Q1 is usually slow, and then we usually see building capital start to ramp up, especially in the summer months, just because you can do roof projects and parking lots a lot easier than you can in the winter. Historically, Q3 and Q4 are usually our heaviest quarters for capital, so we'll catch up.

Okay. And then last one for me, kind of leasing metrics. Do you have kind of like a rough idea or rough brackets of what that would have been without the new lease on the vacant Hawaii asset?

I don't have it in front of me. I can circle back with you. But that one lease, I mean, it was just such a big square footage and 160% roll-up. But, I mean, we had a very healthy quarter without that in there. A couple of, as Marc mentioned in his prepared remarks, some big lease roll-ups on the other mainland properties. But I can circle back with you.

I appreciate that. And that's it for me. Thank you very much.

Thanks, John.

This concludes our question and answer session. I would like to turn the conference back over to Yael Duffy, President and Chief Executive Officer, for any closing remarks.

Thank you for joining today's call. Please reach out to Investor Relations if you're interested in scheduling a meeting with ILPT. Operator, that concludes our call.

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