GNL-B Global Net Lease Inc

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  February 28, 2024

 

Global Net Lease, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland		001-37390		45-2771978
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

650 Fifth Avenue, 30th Floor

New York, New York 10019

(Address, including zip code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (332) 265-2020

 

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:

 

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, $0.01 par value per share		GNL		New York Stock Exchange
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share		GNL PR A		New York Stock Exchange
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		GNL PR B		New York Stock Exchange
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		GNL PR D		New York Stock Exchange
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		GNL PR E		New York Stock Exchange

 

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.   ¨

  

 

Item 7.01. Regulation FD Disclosure.

 

Earnings Call Script

 

On February 28, 2024, Global Net Lease, Inc. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended December 31, 2023. A transcript of the pre-recorded portion of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K. As previously disclosed, a replay of the entire conference call is available through May 28, 2024 by telephone as follows:

 

Domestic Dial-In (Toll Free): 1-844-512-2921

International Dial-In: 1-412-317-6671

Conference Replay Number: 10185095

 

The information set forth in this Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

The statements in this Current Report on Form 8-K that are not historical may be forward-looking statements, including statements regarding the intent, belief or current expectations of us, our operating partnership and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should” or similar expressions are intended to identify forward-looking statements, although not all forwardlooking statements contain these identifying words. Actual results may differ materially from those contemplated by such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated with the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants and the global economy and financial markets; that any potential future acquisition by the Company is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth under “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” in its Annual Report on Form 10-K , its Quarterly Reports on Form 10-Q, and its other filings with the U.S. Securities and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company's subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No		Description
99.1		Transcript
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

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.

 

	GLOBAL NET LEASE, INC.
Date: February 28, 2024	By:	/s/ Edward M. Weil, Jr.
		Name: Edward M. Weil, Jr.
		Title: Co-Chief Executive Officer (Co-Principal Executive Officer)

 

 

 

Exhibit 99.1

 

Operator

 

Good afternoon and welcome to the Global Net Lease Fourth Quarter 2023 Earnings Call. [Operator Instructions]. I would now like to turn the conference over to Jordyn Schoenfeld, Associate at Global Net Lease. Please go ahead.

 

Jordyn Schoenfeld

 

Thank you. Good afternoon, everyone and thank you for joining us for GNL's fourth quarter 2023 Earnings Call. Joining me today on the call are Mike Weil and Jim Nelson, GNL’s co-Chief Executive Officers, and Chris Masterson, GNL’s Chief Financial Officer.

 

The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. We refer all of you to our SEC filings including the Form 10-K and our periodic and current reports filed with the SEC after that date for a more detailed discussion of the risk factors that could cause these differences.

 

Any forward-looking statements provided during this conference call are only made as of the date of this call. As stated in our SEC filings, GNL disclaims any intent or obligation to update or revise these forward-looking statements except as required by law. Any guidance or statements referring to our pipeline or the future value of an investment in GNL, including any adjustments giving effect to the recently completed merger with The Necessity Retail REIT Inc. (“RTL”) and the internalization of both GNL’s and RTL’s advisory and property management functions, as well as any projections about future success following the merger and internalization, are also forward-looking statements. Also, during today's call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our earnings release and supplement which are posted to our website. Please note that we do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliations as a result of their unknown effect, timing and potential significance. Examples of such items include impairments of assets, gains and losses from sales of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses. Please also refer to our earnings release for more information about what we consider to be implied investment grade tenants, a term we will use throughout today's call.

  

I'll now turn the call over to our co-CEO, Mike Weil. Mike?

 

 

Mike Weil

 

Thanks, Jordyn. Good morning and thank you all for joining us today.

 

GNL is now the third largest publicly traded net lease REIT with a global presence and features a diversified portfolio of high quality, primarily investment grade tenants. GNL's focus on investment-grade tenants as compared to our peers highlights the stability and high-quality of our rental income. The largest tenant in the portfolio only accounts for 3.1% of the total straight-line rent with the top ten tenants totaling just 21% of the portfolio, effectively mitigating concentration risk within the portfolio. We believe our diverse portfolio provides us with the flexibility and capacity to capitalize on numerous market opportunities, maximizing shareholder value over the long-term.

 

2023 was a transformative year for GNL that included the internalization of management and enhanced corporate governance, further aligning GNL with its net-lease peers. In addition to the merger and internalization, 2023 also highlighted GNL’s strong asset management platform capabilities with continued leasing momentum. As a direct result of the merger, GNL has also recognized significant synergies, as outlined in our investor deck, and we are currently on track to achieve our stated $75 million of annualized cost savings by the third quarter of 2024.

 

GNL is implementing a 2024 business plan focused on deleveraging its balance sheet, reducing its exposure to variable rate debt and driving down its net debt to adjusted EBITDA. Our near-term strategic priority will focus on reducing leverage through select dispositions, prioritizing non-core assets and opportunistic sales. We have strategically reviewed our portfolio and identified assets where we believe there is beneficial opportunity to divest. This includes assets that are non-core or have near-term debt maturities or near-term lease expirations. We expect a total of $400 million to $600 million of strategic dispositions in 2024. This disposition program will drive long-term shareholder value by generating cash to enhance and de-risk our balance sheet and create a clear path forward for us to potentially narrow the trading discount compared to our net-lease peers. Selling assets at attractive cap rates will also provide proof of value to investors and demonstrate a significant premium compared to where the Company is currently trading on an implied cap rate basis. Driving down leverage through measured opportunistic dispositions is the proper approach to maximize long-term shareholder value with proceeds used to lower our net debt to adjusted EBITDA.

 

 

Our near-term strategic approach also involves a planned reduction of GNL’s annual dividend from $1.42 to $1.10 per share, increasing the amount of annualized cash by $74 million to further reduce leverage. This reflects the Company’s continued commitment to strengthening its balance sheet while maintaining a disciplined dividend policy.

 

Turning to our portfolio, at year end 2023 we had approximately 1,300 properties spanning nearly 67 million square feet, with a gross asset value of $9.2 billion. The diverse composition of our net lease portfolio is unmatched whether measured by geography, asset type, tenant or industry, and positions GNL to effectively navigate external macro challenges as we move ahead. The portfolio maintained occupancy of 96% with a weighted average remaining lease term of 6.8 years. Geographically, 80% of our straight-line rent is earned in North America, while 20% comes from Europe. The portfolio also features a stable tenant base and a high-quality of earnings with an industry-leading 58% of tenants receiving an investment-grade or implied investment-grade credit rating. From a growth perspective, the portfolio includes an average annual contractual rental increase of 1.3%.

 

I am again highlighting the strong asset management capabilities we demonstrated as we continue our leasing and renewal efforts. In particular, our fourth quarter leasing and renewal activity included over 2.1 million square feet across the entire portfolio with attractive leasing spreads on renewals that were 6% higher than the expiring rents. New leases that were completed in the fourth quarter of 2023 have a weighted average lease term of 9.2 years, while the renewals that were completed in the fourth quarter of 2023 have a weighted average lease term of 6.1 years.

 

The largest segment of our portfolio is industrial and distribution with 219 properties that span over 33.9 million square feet that contributed $235 million to annualized straight-line rent. 92% of the leases in this portfolio include rent escalations with an average annual rental increase of 1.5%, positioning the portfolio to benefit from annual rental income while having a 7.7 year weighted average lease term. Our single-tenant retail segment is the largest by property count with 878 properties that span over 7.9 million square feet and contributed $154 million to annualized straight-line rent. The single-tenant retail segment comprises 66% investment-grade or implied investment-grade rated tenants and features an 8.3 year weighted average lease term.

 

 

The multi-tenant suburban retail segment consists of 109 properties that span over 16.4 million square feet that contributed $200 million in annualized straight-line rent. The portfolio has a weighted average remaining lease term of 5.2 years and includes 21% of grocery anchored centers which are 90% leased. This segment is predominately comprised of triple-net leases with incremental lease up potential and attractive leasing spreads. Additionally, 61% of the straight line rent in this portfolio comes from Sunbelt markets which continue to grow and have favorable demographic tailwinds.

 

Our smallest segment by straight-line rent, single-tenant office, includes 90 properties that span 8.6 million square feet, and contributed $143 million to annualized straight-line rent and have a 5.0 year weighted average lease term. One of the metrics that differentiates GNL's single-tenant office portfolio is that it is comprised of 70% mission critical facilities, which we define as headquarters, lab or R&D facilities and features 68% investment-grade or implied investment-grade tenants, which we believe provides our portfolio with rent stability and low level of default risk. Given GNL’s successful track record of lease renewals, the single-tenant office segment also includes limited near-term lease maturities, minimizing the risk of vacancy.

 

A fundamental aspect of our comprehensive portfolio strategy involves limiting concentration risk. The combined annual straight-line rent from our top 10 tenants amounts to only 21% of our overall portfolio, with our largest tenant contributing just 3.1%. Our approach to mitigating concentration risk also extends to every segment of our portfolio, ensuring diversity among the top 5 tenants within each segment which we have highlighted in the investor deck. This diversified and investment-grade tenant base not only ensures stability but also offers predictability in rental income, laying a solid foundation for our future growth. The quality and reliability of our tenants underscore the resilience and longevity of our business model.

 

 

Our leasing results continue to illustrate the quality of our assets, driving leasing rates higher even in the current environment. The single-tenant segment completed 16 new leases and renewals and showcased a positive 8% renewal leasing spread, demonstrating the strong renewal demand for our mission critical assets while adding nearly $9 million to net straight-line rent. The multi-tenant segment completed 54 new leases and renewals resulting in a 2% renewal spread, consistent with the high demand we are experiencing at our suburban shopping centers, which increased net straight-line rent by over $10.5 million. New leases that were completed in the fourth quarter of 2023 have a weighted average lease term of 9.2 years, while the renewals that were completed in the fourth quarter of 2023 have a weighted average lease term of 6.1 years. Our executed leases at the end of the fourth quarter 2023, combined with our leasing pipeline as of February 15, 2024 will bring occupancy in our multi-tenant portfolio from 88% to 91%. To put that in perspective, the multi-tenant portfolio represents only 27% of total straight-line rent in our portfolio and GNL's overall portfolio occupancy stands at 96%. The fourth quarter 2023 highlighted our commitment to expanding relationships with existing tenants including new leases and renewals with Burlington, H-E-B Grocery and Dick’s Sporting Goods.

 

Looking ahead, we remain committed to executing on our systematic and prudent approach to achieving our financial objectives, which revolve around reducing net debt to adjusted EBITDA while organically enhancing NOI through lease-up initiatives and contractual rent growth. A pivotal component of this strategy involves non-core dispositions and opportunistic sales, which should provide us with capital to deleverage our balance sheet. We believe this strategy will pave the way to reducing the valuation gap with our net lease peers.

 

I'll turn the call over to Chris to walk through the financial results in more detail. Chris?

 

Chris Masterson

 

Thanks, Mike.

 

Typically, we would provide year-over-year financial comparisons, however that would not be meaningful at this time given the recent merger and internalization. Going forward, we will begin comparing to prior quarters until Q4 2024 when we will have a full year of a merged and internalized GNL.

 

For the fourth quarter 2023 we recorded revenue of $206.7 million, and a net loss attributable to common stockholders of $59.5 million. Core FFO was $48.3 million or $0.21 per share, and AFFO was $71.7 million or $0.31 per share. In Q4 2023, we incurred an elevated $5.5 million European income tax expense in the quarter and $2.3 million one-time write offs primarily related to reimbursements. We have completed a European Tax restructure that we expect will reduce the Company's income tax expense beginning in Q1 2024.

 

 

As always, a reconciliation of GAAP net income to the non-GAAP measures can be found in our earnings release, which is posted on our website.

 

Looking at our balance sheet, it’s worth noting that while only 20% of our debt is subject to variable rates, the current sustained high interest rate environment does have a temporary effect on the portion of our debt that isn’t fixed or swapped. To mitigate this, we seek to reduce our exposure to variable rate debt as we move through the year. As part of our strategy to address 2024 debt maturities and subsequent to the fourth quarter, we completed an $80 million refinancing agreement with Nordea Bank secured by multiple properties in Finland that extend the debt maturities of these assets to 2029 at a 4.6% interest rate. GNL has a plan to address the remaining 2024 debt maturities through dispositions, refinancings and availability on the credit facility. We will continue to address the 2025 maturities and anticipate that the second half of 2024 will present a more favorable environment for debt maturities beyond 2024 but we remain confident in our ability to refinance these assets.

 

Our net debt to adjusted EBITDA ratio was 8.4x. We ended the fourth quarter with net debt of $5.3 billion at a weighted-average interest rate of 4.8%, and had liquidity of approximately $135.7 million and $206 million of capacity on our credit facility. The weighted-average maturity at the end of the fourth quarter 2023 was 3.2 years with minimal debt maturity due in 2024.

 

Our debt comprises $1.0 billion in senior notes, $1.7 billion on the multi-currency revolving credit facility and $2.7 billion of outstanding gross mortgage debt. Our debt was 80% fixed rate, which includes floating rate debt with in-place interest rate swaps, and our interest coverage ratio was 2.4x. As of December 31, 2023 we had approximately 230.9 million common shares outstanding. On a weighted average basis, there were approximately 230.3 million shares outstanding during the fourth quarter of 2023.

 

Lastly, it is our objective to provide investors with enhanced transparency regarding our financial goals and projections, and therefore we would like to introduce initial 2024 guidance today with an AFFO per share guidance range of $1.30 to $1.40 and a Net Debt to Adjusted EBITDA range of 7.4x to 7.8x. The initial guidance reflects our assumption, mentioned earlier, that our projected 2024 dispositions will be in the range of $400 million to $600 million. The majority of these dispositions will come from occupied opportunistic sales, where we anticipate achieving a cash cap rate between 7% and 8%.

 

I'll now turn the call back to Mike for some closing remarks.

 

 

Mike Weil

 

Thanks, Chris.

 

Before I conclude, I would like to express my gratitude to Jim Nelson, the President and Co-CEO of GNL for all of his hard work and contributions during his time at the Company. He is a great friend and partner and on behalf the entire Company, we extend our best wishes for a well deserved and enjoyable retirement.

 

We take great pride in our achievements at GNL throughout 2023. With the merger and internalization behind us, we remain focused on positioning ourselves as an industry leader with a global, diversified and investment-grade portfolio. We want to reiterate that we strongly believe that the best path forward for GNL is reducing leverage through non-core and strategic dispositions to enhance our balance sheet as we aim to lower our cost of capital to position the Company for future growth. Our planned dividend reduction is expected to increase the amount of annualized cash by $74 million to further reduce leverage. Additionally, disposing of assets at a premium to our current assumed implied cap rate will provide investors with proof of value of our leading investment-grade worthy portfolio. As we've taken a conservative approach, our strategy for deleveraging is designed to be earnings neutral, with the expectation that our net debt to adjusted EBITDA will decrease by approximately one full turn. By applying a reasonable and achievable 10x AFFO multiple to our per share guidance, the implied stock price exceeds $13 per share; $20 per share range if we trade to the high-end of the sector at a 15x AFFO multiple. This outlook aligns with our goal of narrowing the trading discount and we believe these strategic initiatives will position GNL for future success that maximizes shareholder value. As always, we are available to answer any questions you may have on this quarter after the call.

 

Operator, please open the line for questions.

 

Question-and-Answer Session

 

Operator

 

[Operator Instructions].

 

 

v3.24.0.1

Cover	Feb. 28, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 28, 2024
Entity File Number	001-37390
Entity Registrant Name	Global Net Lease, Inc.
Entity Central Index Key	0001526113
Entity Tax Identification Number	45-2771978
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	650 Fifth Avenue
Entity Address, Address Line Two	30th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	332
Local Phone Number	265-2020
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	GNL
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR A
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR B
Security Exchange Name	NYSE
Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR D
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	GNL PR E
Security Exchange Name	NYSE

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