Global Net Lease's (GNL) CEO Scott Bowman On Q4 2016 Results - Earnings Call Transcript

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Global Net Lease, Inc. (NYSE:GNL) Q4 2016 Earnings Conference Call February 27, 2017 11:00 AM ET

Executives

Matthew Furbish - Vice President, Investor Relations

Scott Bowman - President and CEO

Nick Radesca - CFO, Treasurer and Secretary

Analysts

David Corak - FBR Capital Markets

Operator

Good morning and welcome to the Global Net Lease Fourth Quarter 2016 Earnings Call. All participants will be in listen-only mode. After today's presentation, there will an opportunity to ask questions. Please note that this call is being recorded.

I would now like to turn the conference over to Mr. Matthew Furbish, GNL’s Vice President of Investor Relations. Please go ahead.

Matthew Furbish

Thank you, Andrea. Good morning, everyone, and thank you for joining us to review Global Net Lease's earnings for the fourth quarter and full year 2016. With me today is Scott Bowman, GNL's President and Chief Executive Officer, and Nick Radesca, GNL's Chief Financial Officer, Treasurer and Secretary. This morning's call is being webcast on our website at globalnetlease.com in the Investor Relations section.

Before I turn the call over to Scott, I would like to remind everyone that certain statements and assumptions in this earnings call which are not historical facts will be forward-looking and are being made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain assumptions and risk factors, which could cause GNL's actual results to differ materially from these forward-looking statements. The risk factors that could cause these differences are more fully discussed in our filings with the SEC.

In addition, the forward-looking statements included in this conference call are only made as of the date of this call. And as stated in our SEC reports, GNL disclaims any intent or obligation to update or revise these forward-looking statements except as expressly required by law.

Now, I'd like to turn the call over to GNL's CEO, Scott Bowman. Scott?

Scott Bowman

Thank you, Matt. Good morning everyone and thank you for joining GNL’s fourth quarter and full year 2016 earnings call. Let me start by welcoming Nick Radesca to his first GNL earnings call. Nick brings a wealth of experience to GNL as its new CFO and I'm pleased to partner with him on GNL's leadership team.

On today's call, I will briefly review some of the highlights of 2016 followed by an overview of our operating results for the quarter and full year. I will then provide a portfolio update before outlining our key objectives for 2017. I will then turn it over to Nick who will provide detail on our financial performance and go forward objectives.

2016 was a transformational year for GNL where we made great strides in our continued effort to position GNL as a premier global single-tenant net lease REIT. Over the year we increased net income attributable to stockholders by $49.2 million, increased net operating income by 4.3%.

We closed on the strategically important acquisition of Global II at the end of the year with an overwhelming 93% of GNL shareholders and 86% of Global II shareholders voting for the transaction. The merger not only expands the size of GNL but also diversifies our geographic, industry and tenant mix and enhances the overall quality of the portfolio. After completion of the merger at the end of 2016 we substantially paid down the mezzanine facility acquired as part of the Global II transaction, including the full portion of debt denominated in pound-sterling and a portion of the euro-denominated debt. And we plan to extinguish the balance of the euro debt at the end of the first quarter 2017.

In terms of portfolio activity, as part of our asset recycling program announced in Q2 2016, we completed dispositions of $110.4 million in 2016 based on sale price and in February 2017 we completed the asset recycling program. This important initiative allowed us to fine tune the GNL portfolio.

In June 2016, GNL stock was added to the Russell 2000 and 3000 indexes, trading over 17 million shares on the day of inclusion and increasing the percentage of GNL shares held by large institutional index fund shareholders. We completed a shelf registration as well as filed $175 million at the market offering, providing the company with tools for future growth. As of today we have not utilized the ATM to sell any shares of GNL.

And finally in July we exercised the first of two one-year extensions available to us on our credit facility. Nick will talk more about our debt initiatives and the progress we are making there in just a minute.

Let's take a look at our results. For the fourth quarter we reported net income attributable to stockholders of $15.9 million, net operating income of $47.1 million and increased our core FFO to $36.2 million, 10.1% year over year. For the full year 2016 our best-in-class portfolio produced strong underlying cash flows resulting in $47.1 million and net income attributable to stockholders, $195.1 million in net operating income and $138.8 million in core FFO. Please note there was a minimal contribution from Global II in the quarter given the transaction closed on December 22, and we'll see a full quarter's impact reflected in our first quarter 2017 results.

We remain focused on managing our balance sheet and positioning the company for discussions with the rating agencies. Accordingly over the quarter we continued paying down our outstanding debt through proceeds from our asset sales and free cash flow from operations. As previously mentioned we paid down a portion of our mezzanine facility and we plan to pay off the remainder at the end of Q1 2017. As of year-end, GNL had approximately $153 million of dry-powder to drive growth in 2017 which Nick will provide more detail around.

Turning to our portfolio activity. We completed our previously announced asset recycling program which we initiated in the second quarter of last year. The program resulted in fine tuning of our best-in-class global portfolio and reduced exposure to dollar stores and big box retail stores, medical office facilities and our only hotel and we're happy to report that we have eliminated the other category from our portfolio mix. The program, including the final asset sale in February 2017 resulted in the sale of 35 properties for $123.4 million at an average cash cap rate of 6.79%.

Our premier global portfolio of single tenant net lease properties remains best in class and with the acquisition of Global II, now comprises approximately $3 billion in assets based on purchase price. Importantly the quality of the combined portfolio remains a differentiator for us in the market, that includes the mission critical nature of our assets, the percent of our investment grade tenancy, and our geographic mix. At quarter end, key metrics for the portfolio were: 100% occupancy; 51% U.S. and 49% Western European properties based on annualized straight-line rent. 95 tenants across 36 industries in 7 countries.

Our property mix based on annualized straight line rent was approximately 60% office, 30% industrial and distribution and 10% retail. 91% of our leases biannual straight-line rent have imbedded rent escalators. And our top ten tenants comprised 37% of annualized straight line rent.

Looking at the quality of our tenant base and our lease duration to core tenants and differentiators for us in the market, we reported for the quarter 72% of our tenants are investment grade or implied investment grade rated and our portfolio as a weighted average remaining lease term of 9.8 years and as I said 91% of our leases biannualized straight line rent have imbedded rent growth.

Finally, before I turn it over to Nick, let me discuss a bit of what we will see in 2017. We continue to be pragmatic on how we think about growth as we continue to execute on our initiatives to create shareholder value. As I mentioned earlier, our primary focus for 2017 is the restructuring of our debt stack, intended to increase the average remaining maturities, increasing the mix of unsecured debt and positioning the company well for conversations with the rating agencies later this year, moving GNL to the next phase of its evolution.

We are focused on reinvesting for growth and we are active in the property market and have set the following goals for 2017: $150 million to $200 million in acquisitions which will primarily be focused on the U.S. market in the near term and we will continue to refine our portfolio with $50 million to $75 million in dispositions. Again we remain excited about the growth opportunities ahead for the company and continue position ourselves to take full advantage of this market. We certainly look forward to updating you as the year continues and now let me turn it over to Nick for more detail on our results.

Nick Radesca

Thank you, Scott. And good morning everyone. Before I start, let me say that I'm very excited to be part of the GNL team and on the call with you all today. I look forward to working with Scott and the team to continue building on a strong foundation for a truly unique collection of assets.

We're pleased to have closed the acquisition of Global II at the end of the fourth quarter, with a portfolio of quality net lease assets, primarily located in western European markets. Because these assets were underwritten and acquired using the same stringent underwriting criteria used to build GNL as well as constructed by largely the same team, integration has been relatively seamless. Effectively we hit the ground running on December 22 and expect to see the full impact of the acquisitions reflected in Q1 earnings.

Now on to results. This morning we reported net income attributable to stockholders of approximately $16 million for the quarter and $47.1 million for the full year, up $49.2 million year over year. Net operating income of $47.1 million for the quarter and $195.1 million for the full year, up 4.3% year over year.

NAREIT defined FFO or funds from operations of $28.8 million or $0.17 per share for the quarter and $129.1 million or $0.76 per share for the full year, up 47.6% year over year. Core funds from operations of $36.2 million for the quarter and $138.8 million for the full year, up 9.7% year over year, and adjusted funds from operations of $29.3 million for the quarter and $127.1 million for the year, up 11% year over year. A reconciliation of GAAP net income to the non-GAAP measures can be found starting on Page 8 of our earnings release as well as other GAAP financial information.

You may have noticed that in our press release this morning, we did not discuss or compute AFFO on a per share basis. Management has concluded that adjusted funds from operations may be viewed by some as a measure of liquidity and therefore it would be inappropriate to present this measure on a per share basis. We will, however, continue to present AFFO and show its reconciliation from FFO and net income in our filings and press releases.

As Scott mentioned earlier, a core initiative for GNL is to position the company for earnings growth in the long term while prudently managing identifiable risks. Our goal over the next 12 months is to renew our credit facility and pursue term debt opportunities intended to improve our debt metrics, extend the average remaining term of our debt and increase the mix of unsecured debt, in part to better position GNL for rating agency discussions as well as to manage future cash flows.

We began 2017 with a solid balance sheet. As of the end of the year, the company inclusive of our acquisition of Global II had total combined net debt of $1.4 billion, including $750 million of outstanding mortgage debt, $617 million on our credit facility and approximately $55 million in mezzanine loans which Scott mentioned earlier will be paid off in the first quarter.

Based on annualized Q4 adjusted EBITDA, net debt to EBITDA was 8.4 eight times with an interest rate coverage of 4.9 times. That 8.4 times includes all of the acquired Global II debt but only reflects ten days of income from that portfolio. On a normalized basis we expect that that would drop the ratio to the very low seven times range from 8.4.

Our enterprise value was $2.9 billion based on the December 30 close price of $7.83, resulting in net debt to enterprise value of 46.6%. As of December 31, the company's total combined debt had a weighted average interest rate of 2.8% made up of 81% fixed rate and 19% floating rate debt. I'd like to point out that our interest rate coverage, one of our key metrics, remains among the top of the net lease peer group and as a result of our ability to source low rate debt in either the U.S. or Western Europe and invest opportunistically through the different property cycles on each side of the Atlantic.

As of December 31, our liquidity position remained strong with approximately $70 million of cash and cash equivalents and $113 million available under our corporate revolving credit facility. Importantly as we look at the current environment and the potential for rising interest rates, as of year-end our exposure to Federal Reserve decisions to continue increasing near terms rates in the US, is limited with 82% of our debt denominated in either euro or pound-sterling. In other words, we have less than 18% US dollar denominated loan exposure.

Our debt is also 81% fixed rate or swap to fixed rates, making us less acceptable to adverse rate movements. Additionally 91% of our leases by NOI possess contractual rent increases tied to either fixed and/or indexed escalators. A few weeks ago we announced a one-for-three reverse stock split which will go into effect this week on March 1. The reason for the stock split is relatively straightforward: to lessen trading volatility in our common shares, essentially a tick up or down in stock price would represent less of a percentage move in a stock with a higher price. This has been done across a number of other publicly traded stocks, including our peers, and we believe it makes our stock friendlier for institutional investors. The reverse split doesn't affect our business in any way and clearly the math makes sense and it was an easy housekeeping measure for us.

Now let me give you an update on our comprehensive hedging program. We continue to utilize a three part comprehensive hedging program designed to mitigate risk to our cash flows, risks to the value of our assets and fluctuations in our interest rates. This program has historically been highly effective for us. Over the quarter we added to our tool chest the use of FX options to hedge currency risk on our net cash flows. These FX options protect against a drop in the value of the British pound sterling or the euro while giving GNL the opportunity to participate in the upside of currency movements.

Given the current volatility in the pound sterling and Euro, FX options married with our continued use of FX forwards and FX swaps are highly effective in creating consistency in our lease income. We also continue to utilize interest rate swaps to effectively fix a large portion of our mortgage debt and maintain our use of asset liability matching to hedge the value of our European assets.

Now let me turn the call back to Scott for some closing remarks.

Scott Bowman

Thank you Nick. Our strategy is stay consistent, focused on building a best-in-class portfolio of high quality, mission critical assets of long term leases to largely investment grade tenants, to effectively manage our balance sheet and best position the company for long term success. We are optimistic about what we see as a very attractive real estate landscape and we have ample dry powder to execute on a number of initiatives that position the company for sustainable growth.

Looking forward, a top priority as Nick mentioned, is restructuring our debt over the next twelve months and preparing the company for discussions with rating agencies. In addition, we will continue to selectively fine tune our property portfolio while being opportunistic in our asset purchases and driving portfolio growth.

Finally before we open it up for questions, I'd like to step back and look at the unique opportunity we have in this market and our strategic advantages versus our peer group. GNL is a pure play real estate company focused exclusively on equity investments in properties. Our investment strategy affords us the flexibility to invest in the U.S. and in Western Europe. Our portfolio is built on long duration leases to predominantly investment grade and implied investment grade tenants. We have the ability to access capital markets in both the U.S. and Europe. Our strong management teams are resident on both sides of the Atlantic.

That concludes our prepared remarks, so let's go ahead and open up the call for questions. Andrea?

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from David Corak of FBR Capital Markets.

David Corak

Good morning guys. Just looking at your kind of acquisition appetite and the guidance you gave, obviously your appetite has gone up a little bit here with that guidance. But how do you think about utilizing the ATM and what’s your funding look like for that? And then is that ATM decision purely based on where you trade versus NAV or is there more math to that if you could just give some color around, that’d be great?

Scott Bowman

Sure. Thanks, David. I'll start out and then I'll turn it over to Nick. We feel very good about the market now. We've been active in the market for some time and see some really terrific opportunities for us to accretively grow the GNL portfolio.

With regard to the ATM, yes we have not yet sold shares across the ATM. We do think at some point it is important for us not only to be able to provide capital for growth and other strategic purposes for GNL but also just to demonstrate access to the capital markets. It's a tool for us, we have not yet made a final decision on timing, we’d continue to monitor it. But it is an opportunity for us at the appropriate time to drive growth for GNL. And I will see if Nick has any other thoughts to add.

Nick Radesca

Sure. Thanks for the question David. I don't know that it's a pure mathematical equation. Obviously at the higher stock level, it makes a lot of sense to be able to tap the equity markets but for the reason Scott outlined, I think a temperate approach to start to raise capital through equity, even if it’s slightly accretive makes a lot of sense for us.

David Corak

Okay, so opportunistic in the usage there. So can you just talk about kind of progress on the milestones associated with reaching investment grade status and then kind of on that note, any change in your thoughts on potential financing activities, not necessarily equity but on the debt stack given the move-in rates and so forth?

Scott Bowman

Nick, do you want to go ahead and take that?

Nick Radesca

Sure. We expect in the near term to begin discussions with the credit facility providers. We’d like to extend maturity of our credit facility as well as seek out probably initially from the bank community some term debt as well. I don't think any recent rates will keep us away from that strategy. And we believe that getting a facility in place that has a longer term than our current facility and having some term debt in place as well as possibly accessing the equity markets through the ATM really get us in position to have serious discussions with the rating agencies to prepare us for investment grade rating. At the same time keeping our debt metrics in line is a balancing act to continue to drive earnings on a per share basis, yet rein in some of the use of debt so that the ratios are more favorable, is our goal and what we're modeling out for the next twelve months.

David Corak

And then I would assume pricing on that kind of term out debt would be slightly more attractive than kind of unsecured private placement paper but a little bit above the current line of credit.

Nick Radesca

That's what we're hearing but the proof is in the pudding, right. We'll be back to you on that as it starts to transpire.

Scott Bowman

Sorry, David, just to add to that. The expectation is the term and the facility would be fully unsecured and then in addition to that to help to manage costs we're looking at some of our older GNL debt, that came on line early in the process of building this portfolio in Europe where we've seen substantial reduction in cost of debt and believe that we can use some refinancing of that debt not only to extend term but also to arbitrage the overall cost of debt as we execute the plan that Nick was talking about.

David Corak

Right, okay. That makes sense. And while we're on Europe, can you just talk a little bit, Scott, about the cap rate environment over there in your markets and some of the new markets that you've got, specifically any movement I guess since the last time we were all together?

Scott Bowman

Sure, thanks David. So we see the markets that we're in, in Europe remaining strong. As part of our asset recycling program we sold one of our European assets and by the way just for everybody, when we release 10-K that will show and I believe it is footnote four by asset details of the asset recycling program. But we had a very good result on the asset that we sold in the Netherlands. We've had numerous in-bound inquiries on assets within our portfolio that we have chosen to hold in our portfolio at substantially higher rate. So I think the best way to answer your question, not only is, with real data points but also to say we're fortunate that we don't own any financial services assets in London or any assets at all in London and in the markets that we're in, Germany, the Netherlands, Luxembourg, we see very strong and stable markets and we continue to be interested by the consistency of the markets and our ability to continue to accretively investigate the market even though for right now we see it as a good time to invest in the U.S. and we have been underwriting a number of assets in the U.S. and we'll probably talk more about that in the coming months.

David Corak

I mean just on that, can you give any color about kind of industries or property types that you would be -- that you're looking at in the U.S., just generally high level speaking?

Scott Bowman

Yeah, I think right now, David, we have been very comfortable in the 50% office because it's long duration leases to high quality tenants .With the acquisition of Global II, some of the strongest assets in Global II, like ING’s corporate IT headquarters in Amsterdam pushed that percentage up a little bit. So we're looking across our metrics but we're looking very heavily at some distribution assets in the U.S. that seem like they would be great additions to our portfolio. But again we'll have more to specifics for you at a future date.

End of Q&A

Operator

[Operator Instructions] This concludes the question and answer session. I would like to turn the conference back over to Mr. Scott Bowman for any closing remarks.

Scott Bowman

Thank you, Andrea. And I want to, again, take this opportunity to thank everyone for joining us today. We look forward to continuing to update you throughout the year. I hope you'll have a great day. And now let me turn it over to Matt.

Matthew Furbish

Thanks Scott and Nick, and Andrea, and thank you everyone for joining us today. As always, our management team is available to speak with you should you have any follow-up questions. If so, please don't hesitate to contact me directly at 917-475-2153. Have a great day.

Operator

Thank you, Mr. Furbish. As a reminder, this conference call will be available for replay beginning approximately one hour after this call. Dial-in for replay is 1-877-344-7529 with the confirmation code of 10101329. Again the dial-in for replay is 1-877-344-7529 with the confirmation code of 10101329. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.

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