Ladies and gentlemen, good morning, and welcome to the Global Netlist Inc. Third Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone requires assistance during the conference, please press pound zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jordyn Schoenfeld. Please go ahead, sir.

Thank you. Good morning, everyone, and thank you for joining us for GNL's Third Quarter 2024 Earnings Call. Joining on the call is Michael Weil, GNL's Chief Executive Officer, and Chris Masterson, GNL's Chief Financial Officer. The following information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking cautionary statement section at the end of our Third Quarter 2024 earnings release for various factors that could cause actual results to differ materially from forward-looking statements during our call today. 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. Also on today's call, we will discuss certain non-GAAP financial measures which we believe to be useful in evaluating the company's financial performance. Descriptions of those non-GAAP financial measures that we use, such as AFFO and net debt to adjusted EBITDA, and reconciliations of these measures to results as reported in accordance with GAAP are detailed in our earnings release and in our report on Form 10-Q for the Third Quarter 2024. Now I'll turn the call over to our CEO, Michael Weil.

Thanks, Jordyn. Good morning, and thank you. We have successfully completed an internalization of GNL. Throughout this process, we remain committed to executing the strategy originally communicated to you: capturing synergies, reducing leverage, executing our strategic vision while leasing up and de-risking our balance sheet. Our growth has clearly reflected through this year with significant achievements highlighted once again in this quarter's results. The first pillar of our 2024 strategy was to capture the full $75 million in projected cost synergies by Q3 2024. I'm pleased to report that we've significantly exceeded our stated $75 million cost synergy target by reaching a total of $85 million in annual recurring savings. This accomplishment not only has a continuing positive impact on our G&A but also underscores the effectiveness of our integration efforts and our ability to execute on synergy projections. The second pillar of our strategy is reducing leverage and improving our net debt to adjusted EBITDA. In 2024, we have successfully reduced outstanding net debt by $145 million, including $162 million of net debt reduction in Q3, primarily through completed asset dispositions. We anticipate closing an additional $371 million in dispositions with net proceeds earmarked for further debt reduction. At the end of Q3 2024, our net debt to adjusted EBITDA ratio stands at 8.0 times, down from 8.4 times at the start of 2024. We are encouraged with our progress and remain committed to further reducing our leverage. The third pillar of our strategy is our asset disposition initiative, with an increased target of $650 million to $800 million in 2024 closed dispositions, up from the initial range of $400 million to $600 million. As of November 1st, we believe we're in an excellent position to reach the high end of our target. The value of closed dispositions plus…

Thanks, Mike. Please note that, as always, a reconciliation of GAAP net income to non-GAAP measures can be found in our earnings release, which is posted on our website. For the third quarter of 2024, we recorded revenue of $197 million and a net loss attributable to common stockholders of $77 million, compared to $203 million and $47 million, respectively, in Q2 2024. FFO was $74 million or $0.32 per share for the third quarter of 2024, compared to $77 million or $0.33 per share in Q2 2024. Looking at our balance sheet, the outstanding debt balance was $5 billion at the end of Q3, down by $157 million from the end of Q2. Our debt is comprised of $1 billion in senior notes, $1.6 billion on the multi-currency revolving credit facility, and $2.4 billion of outstanding gross mortgage debt, with no maturities for the remainder of the year. As of Q3 2024, 91% of our debt is fixed, up from 90% in Q2 2024, reflecting floating rate debt with in-place interest rate swaps. Our weighted average interest rate stood at 4.8%, and our interest coverage ratio was 2.5 times. We intend to further reduce our outstanding debt balance as we close on the dispositions currently in our pipeline. At the end of the third quarter, our net debt to adjusted EBITDA ratio was 8 times based on net debt of $4.8 billion, a decrease of $162 million from the prior quarter. At quarter-end, FX movements led to a temporary $49 million increase in total debt due to the sharp strengthening of the pound and euro. Following quarter close, both currencies have weakened, rapidly reversing part of the negative FX impact on our Q3 debt levels. As of September 30th, we have liquidity of approximately $253 million and $366 million of capacity on our revolving credit facility. Additionally, we had approximately 230.8 million common shares outstanding and approximately 230.5 million shares outstanding on a weighted average basis. Turning to our outlook for the remainder of 2024, based on progress to date, we are reaffirming our AFFO per share guidance range of $1.30 to $1.40 and a net debt to adjusted EBITDA range of 7.4 times to 7.8 times. As Mike mentioned, we are also reaffirming our disposition initiative range of $650 million to $800 million in total proceeds. I'll now turn the call back to Mike for some closing remarks.

Thanks, Chris. The third quarter was a successful period for GNL as we continue to effectively execute our five key objectives, achieving the high end of our disposition initiative with $950 million of closed dispositions plus pipeline, further reducing net debt by $162 million, and surpassing our $75 million cost synergy target by $10 million, totaling $85 million. Underscoring the strength of our portfolio, we also maintained strong leasing momentum, reflected in increased occupancy from 94% in Q2 2024 to 96% this quarter, along with a positive renewal spread of 4.2% across the portfolio. Additionally, we continue to proactively manage our near-term debt maturities, resulting in no maturities until July 2025, while successfully reducing the 2025 debt maturity balance by $178 million. The primary focus of our disposition efforts is to lower our cost of capital and improve net debt to adjusted EBITDA, enabling GNL to pursue a sustainable growth-oriented strategy in the future. We're executing this disposition strategy on an earnings-neutral basis, resulting in minimal to no impact on AFFO per share, as reflected in its consistent performance quarter over quarter. We're proud of our accomplishments during the third quarter of 2024, all of which help meet our commitment to generate long-term shareholder value. We look forward to closing out the year strong and continuing our positive momentum. I'd also like to highlight a subsequent development. CYBN Holdings, owned by the government of Abu Dhabi, recently announced it has entered into a non-binding agreement to acquire 100% of McLaren's automotive business from Metallica. With the government of Abu Dhabi holding a double-A investment-grade rating from S&P Global and managing approximately $1.7 trillion in assets, this transaction would potentially bring significant credit enhancement to McLaren, one of GNL's largest tenants. McLaren's lease, which has 16 years remaining, includes annual rental escalations tied to CPI, with a collar of 1.25% and a cap of 4%. As always, we're available to answer any questions you may have on this quarter after the call. Operator, please open the line for questions.

Thank you. Ladies and gentlemen, we will now be conducting a question and answer session. A confirmation tone will indicate your line is in the question queue. You may press star and two if you'd like to remove your question from the queue. Please pick up your handset before pressing the star keys. Ladies and gentlemen, we'll wait for a moment while we poll for questions. The first question comes from the line of John Kim from BMO Capital Markets. Please go ahead.

Thank you. Good morning, Michael. I wanted to ask about the letter you sent out with office assets in the Netherlands.

Yeah, so the property is currently occupied as an office use. The lease expires in 2026, as we described. The buyer is a developer, and the opportunity that they see is repositioning the asset. As we stated, we have a lease that runs through 2026. They, of course, have work that they can be doing with approvals, permitting, etcetera. So the arrangement that we have entered into with them is we continue to collect the tenant's full rent through the end of the lease, at which time we will complete the sale and they will begin the work that they're going to do to reposition the asset. And, John, I don't remember if it's going to be repositioned into multifamily or mixed-use, but it is being changed from an office use.

So as future lease expirations occur in office, and in some cases, the tenant doesn't renew, how reposable is this strategy with those set of assets in your portfolio?

It's a case-by-case basis. We've done it before. If you remember a couple of quarters ago, we had an office asset in San Jose. We did something similar. We did something this quarter where the tenant, when they expired at Foster Wheeler. So it's something that we look at strategically. We engage early with the tenant, with the potential buyer pool, and we just kind of make that a condition. It doesn't always work. If we have a great buyer and they won't agree to that, we will take it on a case-by-case basis.

Okay. On your occupancy that you're continuing to pick up on the multi-tenant and the overall portfolio side, it seems like the last expenses have been higher in the scale time versus the multi-tenant detail portfolio.

John, I'm sorry to interrupt you, John. Your audio is not coming in clear. Do you want to dial back in, John, and we'll take your questions as soon as you're back in.

Yes, sir. Thank you.

Thank you. We move on to our next question, which is from the line of Upal Rana from KeyBanc Capital Markets. Please go ahead.

Hey. Good morning, Michael. How are you?

Great. Great. Thanks for taking my question.

You know, my question is really around the WAL. You know, do you have a strategic plan to get your WAL a little higher here? You know, are there enough non-core vacant assets to move the needle? Or are there any large concentrations of properties with lower WALs that you can dispose of?

I think the ongoing strategy will be to continue to focus on lease-up and renewals, which extend our WAL organically each quarter. It is something that we look at very closely. There are some more vacant assets that are part of the disposition strategy. But, ultimately, we're looking forward, you know, after we complete the deleveraging, to extending WAL through acquisitions. But what we've been very focused on, if you go back to Q1, our WAL has not been getting reduced because of the strategic nature of our dispositions and the fact that what we're selling has shorter WAL than what we're keeping. So we're in what I would think of as a pretty secure hold pattern in the meantime, allowing us to focus on the successful reduction of debt.

Okay. Got it. And then on the full-year AFFO guidance, it kind of remains somewhat wide with less than two months to go. Anything driving your decision there to not narrow, and you know, what kind of gets us to the low end or the high end of the range?

I think if you take into account our initial disposition guidance and the fact that last quarter we raised it, you know, the momentum and the success that we've had in dispositions, the cap rates that we've achieved. Last quarter, the average cap rate of the disposition initiative was 7.3%. We were able to lower that to 7.1%. We've increased the velocity. So that did, as you would expect, increase. I want to be, I'm just thinking how to explain it. We're more focused on the reduction of debt. Of course, AFFO is very important to us. Our ability to expedite dispositions and increase the speed at which we can delever, we wanted that window, and that's why we maintain the AFFO range that we did. But I think as you look at your consensus, you know, we will continue to push disposition, maintaining the AFFO range, and we will provide 2025 guidance so that everybody has a clear view for next year as well.

Okay. Good. Got it. That was helpful. And then just last one for me. When looking at your 2025 debt maturities, you know, that's associated with about $320 million on encumbered properties. How much of the current disposition pipeline that hasn't closed yet is associated with those properties, which would help reduce your maturities next year?

Yeah. So, you know, that's not a detail that we disclose ahead of time. It's not helpful as we approach dispositions and the general market. So we've never addressed it before a disposition has closed. What I will tell you is these are assets that are performing, they are primarily retail. And as we continue to talk about the importance of our ABS Master Trust, we believe that in 2025, we will have a number of very attractive refinancing opportunities with that portfolio. And we will continue to update you and other investors as it comes closer, but we are very confident in our ability to execute on that. And as you pointed out, we've already lowered it by nearly $200 million from the beginning of the year, and we anticipate that the pipeline will further lower that, getting us in an even better position, I would say, early summer of 2025.

Okay. Great. That was helpful. Thank you.

Yeah.

Thank you. The next question is from the line of Bryan Maher from B. Riley Securities. Please go ahead.

Hi, Michael. Thank you. Good morning. Just a few for me today. The synergies went from $75 million, I think, to $85 million. Can you maybe give us a little color on how that happened and to what extent do you think there's more to do?

I'll answer the beginning, and then I'm going to ask Chris if you'll jump in and give Bryan some detail. But we felt that the opportunity to achieve and exceed the synergy number was something that was very important to us. We've been focused on the execution of the plan from the first quarter post-merger, which was in late 2023 through 2024. So the fact that there's an annual recurring $85 million savings in the operation, I think it's just another testament to the benefit and value of what we did last year. So as far as the details, Chris, do you want to jump in and help Bryan with that?

Sure. So I guess what I would say is there's probably two parts to this answer. The first part is this quarter, we did have most of what we call transition services expenses rolling off, and those were whether some of the previous contracts we had in place or some of the duplicative costs, those are effectively gone by Q3 and obviously will not be recurring going forward. And then the second part is over the past year, we put extensive work into really reviewing all of our G&A expenses and, again, identifying areas that we can reduce costs, and as we got to Q3, we became much more effective with that. And towards the question about going forward, I mean, that's a process that we're always going to be doing and constantly evaluating. We're going to keep trying to push that as much as we can.

Okay. And then as it relates to the asset sales, I think we're kind of at $900 million-ish or so closed or in the pipeline. At what point, Michael, do you stop, pause, reassess? How are you thinking about that? Or is this going to be another ongoing thing, a higher number for the next couple of quarters?

I think it's the latter, Bryan, because the most important thing that we believe we need to achieve is the continued lowering of net debt to EBITDA. And the ability to sell these assets that we still categorize as non-core, we have insisted on keeping the assets that we want to own long-term. It creates a better portfolio, a stronger portfolio, reduces... you know, I do think it's worth talking about. We were able to lower the disposition cap rate between the second quarter and the third quarter despite some of the noise that was in the market and kind of the uncertainty around interest rates, etcetera. And, you know, I'm always cautious to sound like I'm patting ourselves on the back, but this disposition team, the asset manager team, the way the properties are maintained, our relationships with the brokerage community, it creates a lot of value because our trading value is mismatched to the value of the portfolio, and we're going to continue to do that and show that until we see the value, the trading value of the company in line with the portfolio. So, yeah, we will continue. I think that, you know, I don't want to get ahead of 2025, but I would anticipate similar for 2025 with the benefit of in 2024, we were starting from zero. We'll have a pipeline that'll carry over into 2025. So, you know, we're pleased with the direction of where we're taking leverage in the portfolio while we're still maintaining the earnings because those two things are obviously very important.

Right. So you kind of read my mind, you know, segueing into my next question on, you know, where do you start to get credit. Right? You delivered a great quarter. You're doing, you know, everything that you told the market that you would do a year ago. Leverage is down to eight times. I think the group's at kind of high fives, five point seven, five point eight. And yet your AFFO multiple is half the peers and your EBITDA multiple is eleven eight and the group's at sixteen two. At what point do you think that the market starts to give you credit for what you've been delivering for the past year?

So I'm very confident that we're doing the right things. And I'm very pleased at the pace that we're achieving the goals. I am not ever going to be in a position to determine when we hit that tipping point and the stock starts to move directionally. You know, if it were up to me, we'd already be there. Because I would look at the quality of the portfolio, the investment grade, and I would say, okay. They're not where they need to be, but directionally, I'm willing to buy now when the stock is such a value, get the benefit of the dividend, and ride up with these guys because they look like they're executing. It's not my... I don't control that, unfortunately. But I do control, and Chris and Ori and I and the team are focused on our execution, and I was really pleased with the third quarter results and year to date. And you know, you and I have talked about it quite a bit. It's about executing every quarter, and we've done that. But if we need to continue to do that, we will. I do believe that this company will be fairly valued because it's an exciting portfolio. And, you know, I do say it humbly. It's a good management team. And we're going to continue to just put our heads down and grind and execute and put these numbers up. And, you know, we'll get us there. I'm confident.

Thank you.

Thanks, Bryan.

Thank you. The next question comes from the line of Mitch Germain from Citizens JMP. Please go ahead.

Hi, Michael. Thank you. Hey. What's up? So Michael, I'm curious as you're growing the investment sales or the disposition pipeline, has the pool of assets that you originally identified for sale evolved as you've gone through the iteration of seeing where there is demand in the market?

Well, dispositions, Mitch, are a great opportunity for us to trim the portfolio in ways that we think are long-term beneficial. So as you've seen, we lowered our office exposure down to 18% of straight-line rent of the entire portfolio. Very intentional. You know, in the quarter, we were pleased to see the assets, those three assets that I mentioned in the earlier portion, we sold those at a 7.8 cap rate. So we have over 1,200 properties. We know them all very well. We will continue to find what we deem to be non-core because, as I said earlier, we don't want to sell the things that we want because we're going to be operating this portfolio for a long time, we hope. And we want good assets, good tenants, good markets. So we do look at the portfolio on a regular basis. We do engage with tenants on a regular basis. You know, the asset that we talked about earlier where we're selling it at the end of the lease, you know, that takes engagement. You know, that we're talking to those tenants well in advance of lease maturities. We're not being surprised at the last minute and having to scramble to make tough or hard or bad decisions. So, you know, as I think about it, I see a pretty significant delta between the implied value of where we're trading versus the value that we're selling assets. And, frankly, until that gap closes, I will continue to look at the entire company, the entire portfolio, and we will find value one way or the other.

Right. Last one for me. You mentioned office, obviously, exposure going down. And I'm curious about, you know, kind of the bid for assets, your US office versus your European office, or is it less location and more, you know, credit tenant lease term? Like, what are the decisions that are... where is the demand for those assets?

A lot of it is primarily being driven by market and opportunity in that market. If we have an office tenant that has a long lease and is an investment-grade tenant, I'm frankly not in a real rush to dispose of that asset because it's a great part of the revenue stream. If it's an asset with a shorter lease term with a tenant that, you know, has expressed uncertainty about the likelihood of renewal, if it's a market where multifamily or mixed-use is in more demand, we will opportunistically sell the office. You know, and being able to sell it in that high seven cap range is attractive. You know, our guidance for dispositions is 7 to 8% overall, and in the third quarter, we executed at 7.1%. So, you know, it's really kind of a little bit of an art and a little bit of a science. And, you know, I am fortunate to have a great team around me that are tuned in to the corporate goals and can identify opportunities in the portfolio, and then we can discuss how we want to proceed.

Thank you.

Thanks, Mitch.

Thank you. The next question is from the line of Michael Gorman from BTG Pactual. Please go ahead.

Hi, Michael. Good morning. Michael, just wanted to go back just one more time on the guidance. Wanted to understand. Totally get that there's a lot of moving pieces. You've done a good job of accelerating the pipeline over the course of the year. I'm just curious that, you know, we sit here less than sixty days from the end of 2024. I guess, what would get you kind of to the high end of the AFFO range of $1.30 to $1.40 versus put you down towards the lower end of the range? I guess, what moving pieces remain over these next two months?

You know, Michael, I'm going to take a little bit of an unusual approach maybe to answering that. I don't know that we're going to be at the high end of the range. And I don't think you think we're going to be at the high end of the range. Because I think you understand selling, you know, almost a billion dollars of assets at a 7.1 cap rate, there is going to be some lowering of earnings in the portfolio, which will lead to some reduction in AFFO. We're very comfortable that we will be in the range that we stated, the $1.30 to $1.40. It's the first year as an internalized company. We had a lot of moving pieces. That included everything from synergies, which we exceeded, to dispositions, to focus on lowering leverage. And, you know, this company has a very significant dividend that's being covered, and I think that's very important. So we're in a good range to continue to operate, to continue to meet our investors' expectations of us. So I'm very comfortable saying that we anticipate being in the range of guidance that we provided at the beginning of the year. We'll take another look as we prepare 2025 guidance to see if we want to be in a tighter range for next year or however we want to think about it. But I think right now, the most important things that we're successfully accomplishing is the aggressive or fast-paced dispositions at a very attractive cap rate that's allowed us to pay down a significant amount of debt, you know, in a relatively short amount of time without, excuse the expression, bastardizing earnings.

Yep. Understand. Just wanted to make sure I wasn't missing something there. That's fair. And then just as we think on the go-forward basis, obviously, not looking for 2025 guidance yet. Too early on that. But as we think about the cadence of 2024, you know, about somewhere between $900 million and a billion, if you hit the midpoint of your leverage target, that's kind of like a point... call it a point eight reduction on the debt to EBITDA. Is that kind of the ratio that we should think about as you continue to target leverage, that kind of $900 million to a billion of sales will get you that point eight reduction in debt to EBITDA, or is there something that could accelerate that, or I'm just trying to think about how we should think about future leverage targets and how to get there?

So I always make sure I get a good night's sleep before the earnings call, Michael, because you guys always ask these tricky questions to try to get me to overshare a little bit. I don't think that there's a direct correlation. You know, each asset, depending on how it's financed, where it fits, if it's on the line, if it's... you know, there's just a lot of different case-by-case scenarios. So I wish I could give you some kind of roadmap to figure that out, but it's just something that we have to take into account. You know, there's a numerator and a denominator, as you know, in net debt to EBITDA. So, you know, throughout the course of the quarter, a lot of moving pieces. Chris and his team do an awful lot of work, and, you know, we publish it as soon as we have it.

Okay. Great. And then just one last clarifying one, and I'm sorry if I misunderstood it. For the KPN asset, is that counted in the disposition pipeline? Because I did notice the footnote in the presentation. Is that in the pipeline or not in the pipeline?

No. It's not yet in the pipeline.

Okay. Perfect. Thank you so much.

Thanks, Michael.

Thank you. The next question is from the line of Barry Oxford from Colliers. Please go ahead.

Hi, Michael. Great. Thanks. Thanks, guys. Hey, Michael. Based on your last comment there, I don't know if you're going to like my question. But as I look out into the future, you made the comment that you have a lot of assets that you like. And I got to imagine you've got to be getting closer to the end of non-core than... you know, I got to believe we're sort of past the halfway point, so to speak. When becomes the point, you know, because you have driven leverage down, the stuff that you have, you know, getting ready to sell, should put you within your range. At what point do you kind of start to think about acquisitions?

I think about acquisitions every day, longingly wish that we were active, but that's not what we need to be doing right now. So it is... we stay in touch with the markets. We stay in touch with the brokers. But that's not where we're going to create value for this company right now. So not even going to give you a timeline. I'm going to drive it based on us continuing to lower leverage, improving the net debt to EBITDA multiple, and, you know, we'll know when it's time to look at acquisitions when we start to trade at a multiple where the equity makes sense.

Okay. That makes sense. Appreciate the time, guys.

Alright, Barry. Thank you.

Thank you. The next question comes from the line of Michael Gorman from BTG Financial. Please go ahead.

Hey, Michael. Just one more quick one. Maybe taking a little bit of an approach from Barry's question there. As we think about the next stages, I'm sure you've had conversations, had approaches. They're not detail-specific, but could we see, like, JV structures come into play here if you look to maybe monetize some assets that you still like that are on the balance sheet or, like, on a go-forward basis? Is that something that would be kind of in the quiver of strategic options for the company going forward, going into 2025 and 2026?

Yeah. I don't think it's a good practice for me to say definitively yes or no to something that's not on the table, not something that's being contemplated. I will tell you, I have my own feelings about JVs. I think they can complicate things unnecessarily. We have enough to do. We, you know, we have work to do. We're executing on it. And, you know, kind of combining your question and Barry's question, you know, when we start trading more in line with where I believe we should be trading, it's time to get back to the acquisition work. In the meantime, I think our better path is to continue to look at the 1,200-plus assets in the portfolio, see where we're selling them. You know, again, it's easy for us to say at this point with nearly a billion dollars of sold and under contract that this portfolio is easily worth the seven cap. Arguably, because we haven't sold our best assets, it's clearly sub-seven. So, you know, we can certainly push our own path. And I, again, I would never say blanket no. I won't do a JV. But I can tell you that I see that as a great opportunity or something that I'm super focused on.

Great. That's very helpful. Thanks for the time.

Thanks.

Thank you. Ladies and gentlemen, this concludes our question and answer session. I would now hand the conference over to Michael for his closing comments.

Alright. Well, thank you all very much. I always appreciate spending the time with you and the work that you all do following Global Net Lease. We will continue to execute. We will continue to update you, and we look forward to continuing the conversation, the question and answer. And, you know, to the earlier question, we do look forward to seeing the stock trade at levels that we think it is justified to trade at and is appropriate to, but we're going to continue to do our work. So thank you all very much.

Thank you. The conference of Global Net Lease has now concluded. Thank you for your participation. You may now disconnect your lines.