Global Net Lease, Inc.

Good day and welcome to the Global Net Lease fourth quarter and full year 2021 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I would now like to turn the conference over to Luisa Corto, Executive Vice President. Please go ahead.

Thank you, Operator. Good afternoon, everyone, and thank you for joining us for GNL's fourth quarter and year-end 2021 earnings call. This call is being webcast in the Investor Relations section of GNL's website at www.globalnetlease.com. Joining me today on the call to discuss the quarter's results are Jim Nelson, GNL's Chief Executive Officer, 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 Form 10-K for the year ended December 31, 2020, filed on February 26, 2021, and all other filings 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, G&L disclaims any intent or obligation to update or revise these forward-looking statements except as required by law. 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. Reconciliation of these measures to the most directly comparable gap measure is available in our earnings release and supplement, which are posted to our website at www.globalnetlease.com. Please also refer to our earnings release for more detailed information about what we consider to be implied investment grade tenants, a term that we use throughout today's call. I'll now turn the call over to our CEO, Jim Nelson. Jim?

Thank you, Louisa, and thanks again to everyone for joining us on today's call. Last year was one of the strongest we've had since I became CEO in 2017, with accretive marquee transactions that added to our industry diversity across the U.S. and Europe, strong leasing activity, and a growing focus on net leased industrial and distribution properties. This morning, I will briefly discuss these initiatives, and Chris will provide details on our fourth quarter and full year 2021 highlights before taking your questions. At year end, our best-in-class $4.7 billion portfolio consisted of 309 properties in the United States, Canada, the UK, and Europe, diversified across 138 tenants and 51 separate industries. Our property mix at the end of the year was 54% industrial and distribution and 42% office with 4% comprising legacy long-term leased retail. Portfolio occupancy at the year end was 99% with a weighted average remaining lease term of 8.3 years. Sixty-three percent of our annualized straight line rent was derived from investment grade or implied investment grade tenants. Our portfolio's occupancy rate, weighted average remaining lease term, and credit quality compares favorably to our investment grade rated peers. With limited near-term expirations, embedded contractual rent increases in 94% of leases, and strong external growth rates, we believe we are well-positioned to create shareholder value. We were quite active pursuing external growth opportunities during 2021. We closed on almost $500 million of industrial and mission-critical office acquisitions. Among the properties we acquired during the past year were the McLaren headquarters, an R&D facility in England, Trafalgar Court leased to Northern Trust, which is a Class A premier office property in the Channel Islands, and Walmart's cutting-edge training facility in the U.S., as well as properties leased to Schlumberger. The weighted average cap rate for acquisitions closed in 2021 was 8.9%, with a weighted average remaining lease term of 17.2 years at closing. The fourth quarter was particularly active. as we closed almost 171 million of transactions. Over 116 million of these acquisitions closed in December and as a result did not meaningfully contribute to our fourth quarter or full year results. In fact, fourth quarter acquisitions only contributed 300,000 of NOI in the fourth quarter compared to 1.9 million in expected NOI for a full quarter of ownership. We expect to see the accretive impact of these acquisitions in our first quarter 2022 results. One of the largest acquisitions in the fourth quarter was the previously mentioned Walmart Learning Center that we acquired for $40.6 million. This 90,000 square foot property is the primary digital and onsite training and development facility for Walmart associates worldwide. The new construction training center we acquired is part of the company's new headquarters campus. and has a remaining lease term of seven years. The lease includes 1.5% annual rent escalations and adds a world-class tenant with excellent AA credit to our portfolio. The Walmart acquisition, as with the McLaren and Trafalgar Court transactions in prior quarters, came to us in part as a result of our global relationship network and our growing reputation as a dependable well-funded buyer that is capable of completing sale-leaseback transactions with world-class tenants. The cross-border capabilities of G&L to complete transactions across multiple continents and countries in different currencies and on time is a differentiating factor that we continue to leverage to our advantage. We also continue to evaluate the portfolio to maximize value. To that point, last year we disposed of 21 properties for $49.6 million that we believe have reached maximum value for us. Specifically, we sold a group of retail properties in Puerto Rico for $28 million as part of our ongoing efforts over the last two years to actively and thoughtfully reduce our exposure to non-core assets such as retail properties. In addition to growing through acquisitions that are focused on industrial and distribution properties, we also had an active year on the leasing front. In 2021, we executed 11 lease extensions and expansions that total 1.5 million square feet, or 3.9% of our total portfolio. The lease extensions increased the weighted average remaining lease term for these tenants to 8.9 years from 3.9 years at the time of signing, and resulted in total net straight-line rent increases for these tenants of approximately $96 million over the new weighted average remaining lease term. Tenants who sign strategic lease extensions include both U.S. and Europe-based tenants, such as FedEx and the Aztec Group. As of year end, our lease expiration schedule includes only 3% of our portfolio by square feet that will be up for renewal in 2022 and 5% in 2023. 72% of our leases by square feet don't expire until 2026 or beyond. We believe our proactive approach to leasing renewals and the mission critical nature of many of our assets, combined with our strong relationships with tenants, will result in very stable NOI growth for GNL for many years to come. Our team's hard work and dedication to building and operating a world-class portfolio has yielded measurable results, as evidenced by the many important measures by which GNL has met or exceeded pre-pandemic performance levels. Adjusted EBITDA increased 34% to 80.5 million in the fourth quarter 2021 compared to 60.1 million in the first quarter of 2020. Cash NOI grew 33% to 93.8 million during the same period. AFFO per share was consistent at 44 cents when compared to the first quarter 2020, while our portfolio grew by over 5 million square feet. We believe that these positive results have yet to be fully valued by the investment community. and that there is significant upside that has been created, but not fully appreciated in our valuation. For the full year ended December 31st, we also produced meaningful year-over-year growth. I'll let Chris get into the details, but we grew revenue and NOI both by over 18% in the last year. Core FFO grew by 26%, and AFFO increased by 8%, to $173.5 million or $1.77 per share. For the fourth quarter, AFFO per share was 44 cents consistent with the last quarter. Fourth quarter net income, FFO and AFFO were negatively impacted by an elevated income tax expense, which included one-time true-ups related to the prior year 2020 tax returns filed in 2021 and does not represent our expected quarterly income tax run rate going forward. We remain committed to executing on our global investment strategy by leveraging our unique capacity to acquire assets throughout North America and Europe. Last year was a testament to the effectiveness of our strategy. We believe that we closed out 2021 with strong operational momentum, which will propel G&L to another strong year in 2022. We remain well-positioned to take advantage of evolving real estate markets and benefit from the added diversification that comes with holding a balanced portfolio of global assets located in numerous economic regions and our focus on industrial and distribution assets. We believe our demonstrated ability to underwrite transactions with an eye toward long-term value and our reputation as a preferred sale-leaseback partner is what continues to set G&L apart in the net-lead sector. We will continue to execute on our strategy in 2022 and beyond as we grow GNL's global and diversified portfolio. I'll turn the call over to Chris to walk through the operating results in more detail and before I follow up with some closing remarks. Chris?

For 2021, revenue increased 18.5% to $391.2 million from $330.1 million in the prior year. with a net loss attributable to common stockholders of 8.7 million. We recorded a 19.4% increase in adjusted EBITDA, FFO of 170.4 million, or $1.73 per share, and AFFO of 173.5 million, or $1.77 per share. The company paid common stock dividends of 156.2 million, or $1.60 per share. in 2021. As always, a reconciliation of GAAP net income to the non-GAAP measures can be found in our earnings release and supplement. In the fourth quarter, revenue grew 22.4% to $106.5 million on a year-over-year basis. FFO was $43.5 million, or 42 cents per share, and AFFO was $46 million, or 44 cents per share. During the quarter, the company paid common stock dividends of $41.6 million. As Jim mentioned, fourth quarter net income, FFO and AFFO, had an increased income tax expense compared to the prior quarters this year, as it included the impact of one-time true-ups related to the tax filing for the prior year. In particular, there was $1.9 million true-up for the UK 2020 tax return, which had an approximately two cent per share negative impact that reduced the AFFO per share from 46 cents to 44 cents. Our balance sheet ended the fourth quarter with net debt of 2.4 billion at a weighted average interest rate of 3.4%. Our net debt to adjusted EBITDA ratio was 7.3 times at the end of the year. The weighted average maturity at the end of the fourth quarter 2021 was 4.2 years. The components of our debt include 225.6 million on the multi-currency revolving credit facility, 280.3 million on the term loan, 1.4 billion of outstanding gross mortgage debt, and 500 million on our senior notes. This debt was approximately 89% fixed rate, which is inclusive of floating rate debt with in-place interest rate swaps. The company has a well-cushioned interest coverage ratio of 3.8 times. As of December 31st, 2021, liquidity was approximately 139.5 million, which comprises 89.7 million of cash on hand and 49.8 million of availability under the credit facility. Our net debt enterprise value was 55.6% with an enterprise value of 4.3 billion based on the December 31st, 2021 closing share price of $15.28 for common shares, $26.72 for Series A preferred shares, and $26.80 for Series B preferred shares. With that, I'll turn the call back to Jim for some closing remarks.

Thank you, Chris. I'm very pleased with the meaningful growth GNL achieved last year. Through half a billion dollars of primarily mission-critical industrial distribution and office acquisitions, including tenants like Walmart, Schlumberger, Northern Trust, and McLaren, we have expanded our portfolio and our profile. The leasing we executed last year added significant straight-line rent and weighted average lease duration at the subject properties, contributing to many performance metrics meeting and exceeding pre-pandemic levels. We are well positioned to continue to execute on accretive and exclusive transactions that will further enhance our portfolio, and I look forward to carrying that momentum into 2022. With that, operator, we can open the line for questions.

Thank you, and at this time we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. And our first question comes from the line of Craig Melvin with KeyMate Capital Markets. Please proceed with your question.

Hey, everyone. This is Artie Cameron on for Craig. So you guys did a great job executing on the external growth strategy this year. But looking at 2022, what does the pipeline look like beyond the $15 million deal under LOI? And what are you guys targeting for volumes this year?

Well, we don't give guidance as to our target for volumes, but what I would suggest you do is take a look back on the last three years, and that should give you an indication of how we've been growing. Our pipeline is very robust. We've got a lot of deals we're working on, none of them that have been published yet that I can speak about publicly. But the pipeline, and we're seeing new deals every day, so we're very confident that we're going to have a good year of acquisitions with some great properties.

Got it. And so as a follow-up to that, I mean, if volumes should be sort of consistent, how should we think about financing that given your current liquidity position and your cost of equity via ATM issuance, just where the stock is at today?

Well, currently, you know, we do have cash and availability on our credit facility, so we're in good shape right now. I think as we look forward, you know, we have various options as to how to finance acquisition. So I think we'll have to cross that bridge when we get there, but we're in good shape for right now.

Okay, thanks.

Thank you.

And our next question comes from the line of Brian Mayer with B Riley Securities. Please proceed with your question.

Good afternoon, Jim and Chris. Maybe following up on Marty's question, on the acquisition front, are you seeing any change given the you know, the change in interest rates as it relates to the motivations of sellers and their willingness to maybe sell to you at a better cap rate?

You know, Brian, I think historically, you know, what we've seen is that cap rates change three to six months after interest rates change. So we haven't really seen much as of yet, but I certainly expect if history is any any indication of the future that, you know, that the cap rates will change as interest rates change, just with a little bit of a lag.

Right. And then I think that there was, and correct me if I'm wrong or if you already addressed it, a $6.5 million lease termination fee recorded in the fourth quarter. Can you give us a little color on that and tell us about that space and has that space subsequently been occupied?

Chris, you want to take that one? Sure.

Sure, I can jump in on this one. So this is actually a tenant that terminated the lease. Obviously, they paid us the termination fee. They will be vacating or they have vacated the property at this point. And we currently are in the process of selling it. And that sale should likely close in probably the second quarter. I'm sorry, the first quarter.

okay thanks thanks for that and then last for me as it relates to the characteristics of the 19 properties you acquired in the fourth quarter aside from the walmart learning center which you've discussed in the past can you give us a little bit more color i do see on page 11 of the the slide deck um you know where you laid out who the tenants uh are but can you give us a little color on them i don't think that they're really household names for most

Pilot Point Steel is a specialty steel manufacturer. It's a company that we know well. The Thetford 4-pack are some industrial properties. Same thing with the PFB. It's an 8-pack. It's a nice group of industrial properties. Let's see. Go ahead, Chris.

Whoops, sorry, I can actually jump in. So, I mean, Promise, they do, they manufacture like video monitoring systems. Thetford, they do RV parts, specifically more sanitation type of parts for RVs. PSB, they do different parts that go into buildings. Schlumberger, oil field technology. Obviously, we've touched on McLaren, Trafalgar, Walmart, and then CIA. Sorry.

In the more recent 4Q acquisitions, is there any kind of common theme other than industrial, like geographically? Are they Midwest? Where in the U.S.

or abroad are they generally located? Sure. So these actually are...

Pretty spread out within the U.S. I'm looking at the list, and it is very, very spread out. One thing I would note is PFB, there are some properties in Canada, Thetford, there's some in the Netherlands, but the rest of the properties, the U.S.-based ones, are spread out.

Great. And just last, you know, it seems like you've done, you know, a fair amount of both acquisitions and now some dispositions. Should we expect a theme in 2022 and 2023 to see more dispositions aside from the one you just talked about in the lease termination to kind of offset some of the cost of the new assets, you know, so really kind of thematic, you know, capital recycling?

There may be some of that. You know, I don't have a number to give you today, but we continually review the portfolio. And if there's a meaningful reason to sell a property like reducing our retail exposure, which we've been doing for several years now, that certainly would apply.

Thank you very much. Thanks, Brian.

And as a reminder, if anyone has a question, you may press star 1 on your telephone keypad to join the question and answer queue. Our next question comes from the line of James Vallard with Lattenberg-Doutman. Please proceed with your question.

Good afternoon, guys.

Hey, good afternoon, James. Good afternoon.

Can you give us some more color, just a rough way of thinking about it on – what the mark to market is on your expiring leases in 2022 and 2023?

Chris, can you pull that up? Sure. Well, I mean, in 2022, we only have 3% of the leases that are set to expire.

We haven't published the information about the active lease extensions that we're working on, which is a pretty meaningful number, but what I can say there is that the extensions that we're working on are pretty close to where the current leases sit, so we're not really seeing much of a change in that regard from where we've been, or at least nothing material.

Okay, that's helpful. I guess one more question. Are you seeing any cap rate compression changes in the, I guess, the more energy-exposed industrial space? It's got a thematic as we look at oil where it's at, where it's moving today. I kind of want to hear your thoughts on that space.

You know, we haven't seen a lot of industrial property in the oil space recently, so I don't really have an answer to you on that. You know, obviously, you've seen compression everywhere, so, you know, I wouldn't doubt that there's some compression there. But also because of the historical cap rates on oil properties, you know, oil-related properties, I don't think it's going to be as bad as it possibly could be considering, you know, oil. I mean, obviously taking Ukraine out of the equation, just considering oils up and down over the past 20 or 30 years.

That's helpful. That's it for me, guys. Thank you. All right. Thanks.

And we have reached the end of the question and answer session. I'll now turn the call back over to CEO and President James Nelson for closing remarks.

Thank you, operator. I want to thank everybody for joining us on today's call, and we look forward to talking to you in the next quarter. And thank you, everybody. Bye-bye.

And this concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.