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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): August 3, 2023
The Necessity Retail REIT, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland |
|
001-38597 |
|
90-0929989 |
(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 of Principal Executive Offices) |
(zip code) |
Registrant’s telephone
number, including area code: (212) 415-6500
Former name or former
address, if changed since last report: Not Applicable
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
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, $0.01 par value per share |
|
RTL |
|
The Nasdaq Global Select Market |
7.50% Series A Cumulative Redeemable
Perpetual Preferred Stock, $0.01 par value per share |
|
RTLPP |
|
The Nasdaq Global Select Market |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
RTLPO |
|
The Nasdaq Global Select Market |
Preferred Stock Purchase Rights |
|
|
|
The Nasdaq Global Select Market |
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 August 3, 2023, The Necessity Retail REIT,
Inc. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended June 30,
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 November 3, 2023 by telephone as follows:
Domestic Dial-In (Toll Free): 1-844-512-2921
International Dial-In: 1-412-317-6671
Conference Number: 13737312
The information set forth in 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. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of
any general incorporation language in such filing.
The statements in this Current Report on Form
8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties
that could cause actual results or events to be materially different. In addition, words such as “may,” “will,”
“seeks,” “anticipates,” “believes,” “estimates,” expects,” “plans,”
“intends,” “would,” or similar expressions indicate a forward-looking statement, although not all forward-looking
statements contain these identifying words. Any statements referring to the future value of an investment in the Company, including the
adjustments giving effect to the Company merging with and into Osmosis Sub I, LLC, with Osmosis Sub I continuing as the surviving entity
and wholly-owned subsidiary of GNL (the “REIT Merger”) and GNL and the Company becoming internally managed (the “Internalization
Merger”) as described in this communication, as well as the potential success that the Company may have in executing the REIT Merger
and Internalization Merger, are also forward-looking statements. There are a number of risks, uncertainties and other important factors
that could cause the Company’s actual or anticipated results to differ materially from those contemplated by such forward-looking
statements, including but not limited to: (i) the Company’s ability to complete the REIT Merger and the Internalization Merger on
the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder
approvals and satisfaction of other closing conditions to consummate the proposed transactions, (ii) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Internalization Merger Agreement and REIT Merger Agreement, each
dated as of May 23, 2023 relating to the proposed transactions, (iii) the Company’s ability to obtain consents of applicable counterparties
to certain of its lending agreements identified in the REIT Merger Agreement, (iv) failure to realize the expected benefits of the REIT
Merger and the Internalization Merger, (v) significant transaction costs or unknown or inestimable liabilities, (vi) risks related to
diverting the attention of the Company’s management from ongoing business operations, (vii) the risk of shareholder litigation in
connection with the proposed transaction, including resulting expense or delay, (viii) the risk that the Company’s business will
not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (ix) risks related
to the market value of the GNL’s common stock to be issued in the proposed transactions; (x) potential adverse effects of the ongoing
global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on the Company, the Company’s tenants and the global
economy and financial market, (x) the risk that one or more parties to the REIT Merger Agreement may not fulfil its obligations under
the agreement, as well as the additional risks, uncertainties and other important factors set forth in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, and all other filings with the
SEC after that date, including, but not limited to, the Company’s quarterly report on Form 10-Q as of and for the quarter ended
June 30, 2023, 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 Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating
results over time, except as 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE NECESSITY RETAIL REIT, INC. |
|
|
|
|
By: |
/s/ Edward M. Weil, Jr. |
|
|
Edward M. Weil, Jr. |
|
|
Chief Executive Officer and President (Principal Executive Officer) |
|
Dated: August 3, 2023
Exhibit 99.1
The Necessity Retail REIT, Inc. (NASDAQ:RTL) Q2
2023 Earnings Conference Call
Executives
Michael Weil - President & CEO
Jason Doyle - CFO
Curtis Parker - Senior Vice President
Operator
Good morning and welcome to the Necessity Retail
REIT, Inc. Second Quarter 2023 Earnings Call. [Operator Instructions]. I would now like to turn the conference over to Curtis Parker,
Senior Vice President. Please go ahead.
Curtis Parker
Thank you, operator.
Good morning everyone and thank you for joining us. This call is being
webcast in the Investor Relations section of RTL's website at www.necessityretailreit.com. Joining me today on the call to discuss the
results are Michael Weil, President and Chief Executive Officer, and Jason Doyle, 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 Annual Report
on Form 10-K for the year ended December 31, 2022 filed on February 23, 2023 and all other filings with the SEC after that date for a
more detailed discussion of the risk factors that could cause these differences or otherwise impact our business.
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, RTL disclaims any intent or obligation to update or revise these
forward-looking statements except as required to so 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. A reconciliation of these measures to the most directly comparable
GAAP measure is available in our earnings release which is posted on our website. 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 Mike Weil. Mike?
Mike Weil
Thanks, Curtis. Good morning and thank you all
for joining us today.
Before we get into our results, I will provide a brief update on the
proposed merger with Global Net Lease, which was announced in May and is expected to close next month. We expect that the merger with
GNL - and the simultaneous internalization of GNL's management and operations, paired with numerous governance enhancements - will establish
the third largest publicly traded, global net-lease REIT, with a portfolio that we believe is unmatched and positioned for long-term growth.
GNL is one of the premier owners of international triple-net leased space and a leader in sale-leasebacks, particularly with multi-national
companies.
RTL stockholders will receive 0.67 shares of GNL for each common share
of RTL, which represented a 35% premium to RTL’s 30-day volume-weighted average price as of the transaction announcement on May
23, 2023. RTL stockholders are also expected to receive a 12% increase to the quarterly dividend they currently receive from RTL, and
there is the potential for a credit rating upgrade upon the close of the transaction which could drive borrowing costs lower in the future.
Following the closing of the merger, RTL shareholders are expected to benefit from becoming shareholders of a company that has a credit
facility with an interest rate that we believe is 100 to 150 basis points lower than similar financing at RTL. By combining two complementary
and sizable portfolios, we expect the merger to be 9% accretive to GNL's annualized AFFO per share in the first full quarter after the
merger is completed, compared to the first quarter of 2023. Additionally, we anticipate the combined entity will have increased scale
and operating efficiencies, along with reduced leverage and lower G&A expenses.
In July, the SEC declared the registration statement for the merger
and internalization effective and we have set a record date of August 8, 2023 for the special meeting of stockholders to vote on the proposed
merger, which will be on September 8, 2023. Based on the expected timeline, this may be the last time I get to provide a quarterly update
for RTL and I look forward to updating you next quarter as co-CEO of GNL along with Jim Nelson. We are both very excited about the opportunities
that lie ahead and will work to harness the potential of our large asset base, scaled post-closing capital structure, and deep tenant
relationships to drive accretive growth for many years to come.
During the quarter we continued to make great progress on many of our
key strategic objectives. We proactively leased available space, renewed leases with existing tenants, and enhanced our balance sheet
through strategic dispositions. As a result, we reduced our net debt by approximately $74.0 million from the prior quarter. Our high-quality
portfolio features an impressive Top 20 tenant roster that is 69% actual or implied investment grade with no one tenant representing more
than 5% of annualized straight line rent as of June 30, 2023.
We completed over $100 million in strategic dispositions during the
second quarter, bringing total dispositions for the first half of the year to $172.2 million. As previously announced, the largest disposition
during the quarter was the $93 million sale of 44 Bob Evans restaurants, reducing our total portfolio exposure to casual dining to less
than 2% from 4%, based on annualized straight-line rent. We believe the reduction of our exposure to this industry is prudent in a slowing
economy. As we indicated we would on prior calls, we have been using the net proceeds from these sales to fortify our balance sheet by
reducing our net debt, as we have previously.
The significant commitment we've made to asset
and property management continues to deliver results. Our executed leases at the end of the second quarter 2023, plus our leasing pipeline
as of August 1st will raise occupancy in our portfolio to 94.4%, up 2.3% from actual occupancy at the end of the previous quarter. In
addition, we will increase straight line rent by $6.5 million, assuming executed leases commence and signed LOIs lead to definitive leases
on their contemplated terms. New and renewal leases signed during the second quarter in our multi-tenant portfolio totaled over 710,000
square feet. This includes 245,000 square feet across 26 new leases with a combined $3.0 million of annualized straight-line rent plus
465,000 square feet on 41 lease renewals representing $7.1 million in annualized straight-line rent. In our single tenant portfolio we
completed 17 lease renewals for 248,000 square feet, with annualized straight-line rent of $3.4 million.
Our leasing results continue to illustrate the
quality of our assets, driving leasing rates higher even in the current environment. During the second quarter, the multi-tenant lease
renewals we signed achieved a positive spread of 4.6% between the previous rent and the rent payable under the terms of the renewal, demonstrating
the strong renewal demand for our suburban multi-tenant assets. The positive spread on renewal leases is both encouraging and consistent
with the high demand we are experiencing at our shopping centers. Moreover, we have a robust leasing pipeline as of August 1st, which
includes leases executed after the end of the second quarter and LOIs, of over 463,000 square feet for $5.5 million in annualized straight-line
rent in the multi-tenant portfolio.
One of the strengths that RTL will contribute
upon the completion of the merger with GNL is our broad, diversified retail portfolio. At quarter end, our $4.9 billion portfolio
was comprised of 991 properties, with executed occupancy plus leasing pipeline of 94.4%, up from 91.3% a year ago, and a weighted-average
remaining lease term of 6.9 years. We own properties in 46 states and the District of Columbia, and our tenants operate across 40 different
industries, with no single state or single industry representing more than 8% of our portfolio and no tenant representing more than 5%
of our portfolio based on straight-line rent. As of the quarter end, the tenants in our single-tenant portfolio were 65.9% actual or implied
investment-grade rated, and 36.5% of anchor tenants in our multi-tenant portfolio were actual or implied investment-grade rated.
Based on straight-line rent, 64.9% of leases across
the portfolio include contractual rent increases that grow the cash that is due under the leases over time by approximately 1.0% per year
on average. At quarter end, 69.3% of our top 20 tenants were actual or implied investment grade rated. The necessity-based nature and
high percentage of actual or implied investment grade tenants in our portfolio provide dependable long-term cash flows, and we believe
the potential for continued rental growth remains through leasing up available space.
I am very proud of what we have accomplished at
RTL in a turbulent market. Our team is consistently looking ahead to anticipate challenges and to develop new ways to grow, while maintaining
the size and diversity of our portfolio to ensure no individual tenant or industry has an outsized effect on our results.
I'll turn it over to Jason Doyle to take us through
the numbers in greater detail. Jason?
Jason Doyle
Thanks Mike. Second quarter revenue was $106.7
million, compared to $116.9 million in the second quarter of 2022, reflecting the disposition of 53 properties in the first half of the
year. Second quarter revenue last year also benefited from a non-recurring $5.7 million lease termination payment. The net loss for the
quarter was $53.5 million compared to a net loss of $56.3 million in the second quarter of 2022. Second quarter AFFO was $27.9 million
or $0.21 per share, down compared to same quarter in 2022, which was $0.29 per share due to the benefit of the $5.7 million lease termination
payment. AFFO per share decreased $0.02 from the prior quarter, primarily due to rejected leases related to the bankruptcies of former
tenants TOMS King and American Car Centers. As always, a reconciliation of GAAP net income to non-GAAP measures can be found in our earnings
release, supplement and Form 10-Q.
From a balance sheet perspective, Net debt decreased
by $74.0 million in the second quarter, down to $2.6 billion with a weighted-average interest rate of 4.7%. Our net debt to gross asset
value was 51.0% as of the end of the quarter. As Mike mentioned, although our net debt decreased from the strategic dispositions, our
Net Debt to Adjusted EBITDA ratio ticked up this quarter to 9.9x from 9.6x last quarter. This increase is due to GAAP write-offs for lease
rejections due to the tenant bankruptcies we’ve discussed. Excluding the impacts of these non-recurring write-offs, Net Debt to
Adjusted EBITDA would have been 9.3x this quarter.
As of June 30, 2023, the components of our debt
included $604.0 million drawn on our credit facility, $1.6 billion of outstanding secured debt and $500 million of senior unsecured notes.
The amount drawn under our credit facility represents the entirety of our floating rate debt. Liquidity, which is measured as undrawn
availability under our credit facility plus cash and cash equivalents, stood at $101.5 million, based on our June 30th cash balance and
borrowing availability.
With that, I'll turn the call back to Mike for
some closing remarks.
Mike Weil
Thanks, Jason.
We continue to execute on our asset management
strategy while we work toward completion of the proposed merger with GNL. We believe that the RTL portfolio will be complementary to GNL's
assets and that the combined company will enjoy the benefits of reduced leverage and increased prominence and scale as the third largest
global net lease REIT. The all-stock merger represents a 35% premium to RTL shareholders at the time it was announced, and RTL shareholders
are expected to see a 12% increase in dividends as a result of the transaction. The anticipated corporate synergies are expected to result
in cost savings in G&A, along with the savings expected to be realized from the internalization of GNL's management team, which is
expected to be accretive to AFFO in the first full quarter after completion of the merger. We also believe that upon the closure of the
merger, the simplified corporate structure and enhanced corporate governance of the combined company will drive increased value. Given
the increased size and scale, we expect to see growing institutional investor interest over time.
We look forward to new opportunities and the bright
future for the combined company. I want to thank you all for your ownership of RTL, your thoughtful insight, and your trust in our management
team. I look forward to talking to you next quarter as GNL shareholders after the closing of the merger. Operator, please open the line
for questions.
Question-and-Answer Session
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