Form 8-K - Current report
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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):
February 27, 2024
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland |
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001-37390 |
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45-2771978 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number,
including area code: (332) 265-2020
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
|
Trading
Symbols |
|
Name of each exchange on
which
registered |
Common
Stock, $0.01 par value per share |
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GNL |
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New York Stock Exchange |
7.25%
Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
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GNL PR A |
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New York Stock Exchange |
6.875%
Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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GNL PR B |
|
New York Stock Exchange |
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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GNL PR D |
|
New York Stock Exchange |
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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GNL PR E |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 7.01. Regulation FD Disclosure.
Investor Presentation
On February 27, 2024, Global Net Lease, Inc. (the
“Company”) prepared an investor presentation that officers and other representatives of the Company intend to present at conferences
and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 of this Current Report on Form 8-K. The information set
forth in this Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing
under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such
filing.
The statements in this Current Report on Form
8-K that are not historical may be forward-looking statements, including statements regarding the intent, belief or current expectations
of us, our operating partnership and members of our management team, as well as the assumptions on which such statements are based, and
generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,”
“believes,” “estimates,” “projects,” “potential,” “predicts,” “expects,”
“plans,” “intends,” “would,” “could,” “should” or similar expressions are
intended to identify forward-looking statements, although not all forwardlooking statements contain these identifying words. Actual results
may differ materially from those contemplated by such forward-looking statements. These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ
materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated
with the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions;
the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related
sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants
and the global economy and financial markets; that any potential future acquisition by the Company is subject to market conditions and
capital availability and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although
not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking
statements are set forth under “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk”
in its Annual Report on Form 10-K , its Quarterly Reports on Form 10-Q, and its other filings with the U.S. Securities and Exchange Commission
after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company's subsequent
reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update
or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating
results over time, unless required by law.
Item 9.01. Financial Statements and Exhibits.
Exhibit No |
|
Description |
99.1 |
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Investor Presentation |
104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GLOBAL NET LEASE, INC. |
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Date: February 27, 2024 |
By: |
/s/ Edward M. Weil, Jr. |
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Name: Edward M. Weil, Jr. |
|
|
Title: Co-Chief Executive Officer
(Co-Principal Executive Officer) |
Exhibit 99.1
| Global Net Lease
Fourth Quarter 2023 Investor Presentation Pictured – McLaren Campus in Woking, U.K. |
| 1
FORWARD LOOKING STATEMENTS
This presentation contains statements that are not historical facts and may be forward-looking statements, including statements regarding the
intent, belief or current expectations of us, our operating partnership and members of our management team, as well as the assumptions on
which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,”
“expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” or similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ
materially from those contemplated by such forward-looking statements.
These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of our control, which could
cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the
risks associated with the merger with The Necessity Retail REIT, Inc. (“RTL”) and the internalization of our property management and advisory
functions; the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related
sanctions and other penalties imposed by the U.S. and European Union, and the related impact on us, our tenants and the global economy and
financial markets; that any potential future acquisition by the Company is subject to market conditions and capital availability and may not be
identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause
our actual results to differ materially from those presented in our forward-looking statements are set forth under “Risk Factors” and “Quantitative
and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings
with the U.S Securities and Exchange Commission (“SEC”) as such risks, uncertainties and other important factors may be updated from time to
time in our subsequent reports. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to
update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time, unless required by law. |
| 2
This presentation also includes estimated projections of future operating results. These projections are not prepared in accordance with published
guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of
financial projections. This information is not fact and should not be relied upon as being necessarily indicative of future results; the projections
were prepared in good faith by management and are based on numerous assumptions that may prove to be wrong. All such statements, including
but not limited to estimates of value accretion, synergies, run-rate or annualized figures and results of future operations after making adjustments
to give effect to assumed future operations reflect assumptions as to certain business decisions and events that are subject to change. As a result,
actual results may differ materially from those contained in the estimates. Accordingly, there can be no assurance that the estimates will be realized,
or that the projections described in this presentation will be realized at all.
This presentation also contains estimates and information concerning our industry and tenants, including market position, market size and growth
rates of the markets in which we operate, that are based on industry publications and other third-party reports. This information involves a
number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the
accuracy or completeness of the data contained in these publications and reports. The industry in which we operate is subject to a high degree of
uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures about Market Risk” sections of the Company’s
Annual Report on Form 10-K, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be
updated from time to time in the Company’s subsequent reports.
Credit Ratings
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each rating
agency has its own methodology of assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.
PROJECTIONS |
| 3
Long-Term Growth
The planned disposition initiative will drive long-term shareholder value by generating excess cash to
enhance and de-risk the Company’s balance sheet and create a clear path forward to narrow the
valuation discount compared to our net-lease peers
2024 BUSINESS PLAN
GNL is implementing a 2024 business plan focused on delevering its balance sheet, reducing its
exposure to variable rate debt and driving down its net debt to Adjusted EBITDA
Lease-Up Potential
Continued successful lease-up of multi-tenant portfolio with
positive renewal spreads; overall portfolio remains at 96%
occupancy
Proof of Value
Selling assets at cap rates that will provide proof of value to investors
and demonstrate a premium to where the Company is currently trading
on an implied cap rate basis
Lower Cost of Capital
A disposition strategy coupled with a reduction in dividend will increase the amount
of annualized cash available to further reduce leverage, targeting lower cost of capital
providing the Company with increased flexibility in the future
Strategy to Address Near-Term Debt Maturities
GNL has a plan to address the remaining 2024 and 2025 debt maturities through dispositions,
refinancings and availability on the credit facility; GNL anticipates that the second half of 2024
will present a more favorable environment for debt maturities beyond 2024 |
| 4
GLOBAL NET LEASE HIGHLIGHTS
Reduce Leverage
Focused on $400 – $600 million of
strategic dispositions(5), including non-core assets that provide GNL excess
capital to delever our balance sheet
Substantial Synergies
GNL has already recognized $68
million(3) of annualized synergies from the
previously disclosed $75 million as a result
of the Merger and Internalization; GNL is
on track to recognize the full balance by
Q3 2024(4)
Premier Portfolio
GNL’s premier portfolio is comprised
of diversified and high-quality tenants
with the top 10 tenants totaling 21% of
the overall portfolio’s SLR and the largest
tenant contributing only 3.1% of total
SLR, mitigating concentration risk
Quality of Earnings
GNL’s diversified net-lease portfolio
includes 58% of SLR derived from
investment-grade(2) tenants,
underpinning the stability and high-quality of its rental income
Global Presence
The global footprint of GNL provides
the company with the flexibility to
adapt and capitalize on accretive
opportunities, whether in the U.S. or
internationally
Proactive Asset Management
GNL continues to successfully
demonstrate strong asset management
capabilities including 6% renewal
spreads and average annual rent increase
of 1.3% across the portfolio
GNL’s 2024 business plan will reduce leverage through dispositions, including non-core assets and opportunistic
sales. The focus of 2024 for GNL will be to lower our cost of capital, enhance our balance sheet to align with our peers
and increase our AFFO(1) multiple as we show the market our commitment to executing on our full-year plan
1. Please see Disclaimers at the back of this presentation for a definition of AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other
REITs may define AFFO differently than we do. Projected AFFO per share data included in this presentation is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity.
2. As used herein, Investment Grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether or not
the parent has guaranteed the tenant's obligation under the lease) or by using a proprietary Moody's analytical tool, which generates an implied rating by measuring a company's probability of default. The term "parent" for these purposes includes any entity, including
any governmental entity, owning more than 50% of the voting stock in a tenant. Multi-tenant portfolio includes credit ratings for tenants who occupy 10,000 square feet or more.
3. Captured synergies based on GNL’s general & administrative expenses for the fourth quarter of 2023 following the completion of the Merger and Internalization, as compared to the general & administrative expenses of RTL and GNL for the full year 2022 (inclusive of
RTL’s general & administrative expenses and GNL and RTL advisory and management fees previously paid to the external manager during such period).
4. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined
future results of operations will be realized.
5. Please see Projections disclaimers at the front of this presentation. There can be no assurance that these dispositions will occur at the cash cap rate we have assumed or on otherwise favorable terms or if they will occur at all. |
| 5
GNL’s objective is to provide investors with enhanced transparency regarding our financial goals
and projections, and therefore we would like to introduce initial 2024 guidance
2024 INITIAL GUIDANCE
Financial Metric FY 2024
AFFO per Share Range(3) $1.30 to $1.40
2024 Dispositions Amount Range(1) $400 million to $600 million
Occupied Dispositions Cash Cap Rate Range 7.0% to 8.0%
Q4’24 Net Debt / Adjusted EBITDA Range(2)(3) 7.4x to 7.8x
▪ The initial guidance reflects our expectation that projected 2024 dispositions will be in the range of $400
million to $600 million(1)
▪ The majority of the projected dispositions in 2024 will come from occupied non-core sales, where we
anticipate achieving a cash cap rate between 7% and 8%(1)
▪ Starting in April 2024, GNL will reduce its annual dividend from $1.42 to $1.10 which is expected to increase
the amount of annualized cash by $74 million to further reduce leverage
▪ By applying a reasonable and achievable 10x AFFO multiple to our per share guidance, the implied stock price
exceeds $13 per share; $20 per share range if we trade to the high-end of the sector at a 15x AFFO multiple
1. Includes $148 million under agreement as of February 19, 2024 and $252 to $452 million of dispositions budgeted but not under contract. Please see Projections disclaimers at the front of this presentation. There can be no assurance that these dispositions
will occur at the cash cap rate we have assumed or on otherwise favorable terms or if they will occur at all.
2. Adjusted EBITDA annualized based on Adjusted EBITDA for the quarter ended December 31, 2024 multiplied by four. Annualized figures based on assumed future operations that reflect assumptions as to certain business decisions and events that are subject
to change. There can be no assurance that these annualized figures will prove to be accurate.
3. We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net
income due to the inherent difficulty in quantifying certain items necessary to provide such reconciliations as a result of their unknown effect, timing and potential significance. Examples of such items include impairment of assets, gains and losses from sales
of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses. |
| 6
Earnings Summary ($mm) Q4’23
Net Loss Attributable to Common Stockholders ($59.5)
NOI $170.0
Cash NOI(6) $164.9
Core Funds from Operations (Core FFO)(6) $48.3
Adjusted Funds from Operations (AFFO)
(6) $71.7
Core Funds from Operations (Core FFO) per Share $0.21
Adjusted Funds from Operations (AFFO) per Share $0.31
Weighted Average Diluted Shares Outstanding 230.3
FOURTH QUARTER 2023 FINANCIAL HIGHLIGHTS
Key Capitalization Metrics ($mm) Q4’23
Net Debt(3)(4) $5,288
Gross Asset Value(5) $9,183
Net Debt(3)(4) / Adjusted EBITDA 8.4x
Net Debt(3)(4) / Gross Asset Value(5) 57.6%
Fixed Rate Debt 80.0%
Liquidity $136
Debt Capitalization ($mm) Q4’23
Total Secured Debt $2,665
3.75% Senior Notes $500
4.50% Senior Notes $500
Revolving Credit Facility $1,744
Total Unsecured Debt $2,744
Total Debt $5,409
Interest Coverage Ratio(1) 2.4x
Weighted Average Interest Rate Cost(2) 4.8%
GNL will continue to focus on improving its operating metrics including reducing net debt to Adjusted
EBITDA, decreasing interest expense, addressing near-term leases while decreasing our cost of capital and
disposing of non-core assets
1. The interest coverage ratio is calculated by dividing actual adjusted EBITDA for Q4 2023 by cash paid for interest (calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net).
2. The weighted average interest rate cost is based on the outstanding principal of the debt.
3. Represents total debt outstanding of $5.4 billion, less cash and cash equivalents of $122 million.
4. Excludes the effect of discounts and deferred financing costs, net.
5. Gross asset value is defined as total assets plus accumulated depreciation and amortization as of December 31, 2023.
6. Please see Disclaimers at the back of this presentation for a definition of Core FFO and AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity.
Furthermore, other REITs may define AFFO differently than we do. Projected AFFO per share data included in this presentation is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future
liquidity. AFFO for the third quarter also contains a number of adjustments for items that the company believes were non-recurring, one-time items including adjustments for items that were settled in cash such as merger and proxy related expenses.
8.4x
7.6x
2024 AFFO
Guidance Midpoint
Q4’23 Annualized
AFFO
Q4’24 Net Debt /
Adj. EBITDA
Guidance Midpoint
Q4’23 Net Debt
/ Adj. EBITDA
$1.24
$1.35 |
| 7
GNL DISPOSITION AND
BALANCE SHEET STRATEGY
Q4’23 Debt Maturity Schedule ($mm)(1)(2)
Balance Sheet Highlights Planned 2024 Dispositions
1. Excludes the effect of discounts and deferred financing costs, net. Current balances as of December 31, 2023 are shown in the year the debt matures.
2. Assumes GNL exercises its two 6-month extension options on its credit facility.
3. Inclusive of $117 million of signed PSAs and $31 million under LOIs as of February 19, 2024. Assumes signed PSA/LOIs lead to definitive sales on their contemplated terms, which is not assured.
4. Includes dispositions budgeted but not under contract. Please see Projections disclaimers at the front of this presentation. There can be no assurance that these dispositions will occur at the cash cap rate we have assumed or on otherwise favorable terms or if they will occur at
all.
7.5% 12.9% 2.0% 44.5% 19.1% 14.0%
% of Total Debt Outstanding
$405 $699 $110
$163 $531 $757
$1,744
$500
$500
2024 2025 2026 2027 2028 Thereafter
Mortgage Debt Credit Facility Senior Notes
▪ In 2024, GNL will reduce leverage through strategic dispositions,
addressing near-term debt maturities and generating excess cash to
enhance our balance sheet
▪ In Q4’23, GNL closed on $76 million of dispositions with the
proceeds used to begin the debt paydown strategy
▪ $148 million of dispositions are currently under agreement and
scheduled to close in Q1’24 and Q2’24(3)
▪ Subsequent to Q4’23, GNL completed an $80 million refinancing
with Nordea Bank secured by multiple properties in Finland that
extends debt maturities to 2029 at a 4.6% all-in interest rate,
successfully addressing the impending 2024 debt maturity
▪ Current liquidity of $136 million and $206 million of capacity on
credit facility
Weighted Average Debt Maturity: 3.2 years(2)
Status Timing Amount
($mm) Notes
Signed PSA /
Executed
LOIs
Q1’24 – Q2’24 $148(3)
Includes $35 million of occupied
Truist dispositions at a weighted
average cap rate of 6.5%, $50 million
sale of Nimble and various vacant
assets as part of culling the portfolio
post-merger
Opportunistic
Dispositions(4) Q3’24 – Q4’24 $252 to
$452(4)
Anticipate achieving a cash cap rate
between 7% and 8% on occupied
opportunistic sales
2024 Total
Dispositions $400 to $600 |
| 8
Category Description
Internalization Savings
▪ Elimination of asset management fees, property management fees, incentive fees, equity issuance
fees, and reimbursable expenses net of internalized employee compensation, rent and overhead,
and retained 3rd party services
Merger Synergies ▪ Corporate consolidation, public company cost savings, and elimination of other duplicative
services
Net Savings Approximately $75 million(1)
1. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined
future results of operations will be realized.
2. Captured synergies based on GNL’s general & administrative expenses for the fourth quarter of 2023 following the completion of the Merger and Internalization, as compared to the general & administrative expenses of RTL and GNL for the full year 2022 (inclusive of RTL’s
general & administrative expenses and GNL and RTL advisory and management fees previously paid to the external manager during such period).
SUBSTANTIAL MERGER SYNERGIES AND
INTERNALIZATION SAVINGS
Synergies Recognized in Q4 2023 (000’s)(2)
Elimination of Operating Fees to Related Parties $72,148
Elimination of Property Management &
Leasing Fees 12,860
Elimination of RTL G&A Expense 32,365
Elimination of GNL G&A Expense 17,737
Less: Q4’23 Annualized GNL G&A Expense (67,468)
Q4’23 Annualized Synergies Recognized(2) $67,642
As a direct result of the Merger, GNL has already recognized $67.6(2) million of annualized cost synergies and is
on track to recognize $75 million that was estimated at transaction close(1)
Q4’23 Annualized
Synergies
Recognized
Remaining
Synergies
Expected
Total Estimated
Synergies
($mm)
$68
$7 $75 |
| 9
Portfolio Overview Q4’23
Properties 1,296
Square Feet (millions) 66.8
% Leased 96%
Weighted Average Remaining Lease Term (“WALT”)(1) 6.8 years
% of SLR Derived from United States & Canada vs. Europe 80% | 20%
Industries 94
Tenants 803
% of SLR derived from Investment Grade Tenants (“IG Rated”)(2)(3) 58%
Top 10 Tenant Concentration 21%
% of Leases with Contractual Rent Increases(4) 78%
Average Annual Rental Increase(3) 1.3%
Metrics as of December 31, 2023.
1. Weighted average remaining lease term in years is based on square feet as of December 31, 2023.
2. Refer to Investment Grade Rating definition included in the footnotes on slide 4. Based on annualized SLR and as of December 31, 2023, GNL’s portfolio was 33.4% actual investment grade rated and 24.2% implied investment grade rated.
3. Calculated as of December 31, 2023, using annualized straight-line rent converted from local currency into USD as of December 31, 2023 for the in-place lease on the property on a straight-line basis, which includes tenant concessions such as free rent, as
applicable.
4. The percentage of leases with rent increases is based on straight line rent as of December 31, 2023. Refer to SLR definition included in the footnotes on slide 14. Contractual cash base rent increases average 1.3% per year and include fixed percent or actual
increases, or country CPI-indexed increases, which may include certain floors or caps on rental increases. As of December 31, 2023, and based on straight-line rent, approximately 59.7% are fixed-rate increases, 14.3% are based on the Consumer Price Index,
4.0% are based on other measures and 22.0% do not contain any escalation provisions.
PORTFOLIO SNAPSHOT |
| 10
1. Metric based on annualized SLR as of December 31, 2023. Refer to SLR definition included in the footnotes on slide 14.
2. Based on Annualized Straight-Line Rent. Ratings information as of February 7, 2024. For GNL, 33.4% of the rated tenants were actual Investment Grade rated and 24.2% of the rated tenants were implied Investment Grade rated. Implied Investment
Grade includes ratings of the tenant’s parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or lease guarantor. Refer to Investment Grade Rating definition included in the footnotes on slide 4.
Top ten tenants represent 21.0% of SLR with no single tenant accounting for more than 3.1%
Tenant Credit Rating Country Property Type % of SLR(1)
Implied: Baa2 U.S. Single-Tenant Retail 3.1%
Actual: B- U.K. Industrial & Distribution 2.7%
Actual: Baa2 U.S. / Canda Industrial & Distribution 2.7%
Actual: Baa3 U.S. Single-Tenant Retail 2.1%
Actual: Baa1 U.S. / Italy Industrial & Distribution 2.0%
Actual: Baa3 U.S. Industrial & Distribution 1.9%
Actual: A2 U.S. Industrial & Distribution;
Multi-Tenant Retail 1.9%
Actual: A2 U.S. Single-Tenant Retail 1.7%
Actual: Aaa U.S. Single-Tenant Office 1.5%
Implied: B1 U.K. Single-Tenant Office 1.5%
Top 10 Tenants 80.1% IG Rated(2) 21.0%
Top Ten Tenants
HIGH-QUALITY INVESTMENT-GRADE TENANTS |
| 11
MIDWEST
NC
FL
GA AL MS
LA
TX
NM AZ
CA
NV
UT
OR
WA
ID
MT
WY
CO
ND
SD
NE
KS
OK
AR
MO
IA
MN WI
MI
IL IN
OH
KY
TN
SC
NC
WV VA
PA
NY
VT NH
ME
MA
NJ CT
MD
DE
DC
RI
NB
PACIFIC
SOUTHWEST
SOUTHWEST
MID-ATLANTIC
NEW
PACIFIC BRUNSWICK
NORTHWEST
SOUTH
EAST
AK
NORTHEAST
THIRD-LARGEST PUBLICLY TRADED
NET LEASE REIT WITH A GLOBAL PRESENCE
Geographic Presence
Note: Portfolio metrics as of December 31, 2023.
SP
FR
UK
ITL
GER
LUX
NETH
FIN
CI
United States / Canada
US / Canada Total – 80.1% of SLR
⚫ Southeast – 23.4% of SLR
⚫ Midwest – 21.1% of SLR
⚫ Mid-Atlantic – 12.5% of SLR
⚫ Southwest – 10.8% of SLR
⚫ Pacific Southwest – 5.4% of SLR
⚫ Northeast – 5.9% of SLR
⚫ Pacific Northwest – 0.6% of SLR
⚫ New Brunswick, – 0.4% of SLR
Canada
Europe
Europe Total – 19.9% of SLR
⚫ United Kingdom – 11.1% of SLR
⚫ Netherlands – 2.3% of SLR
⚫ Finland – 2.0% of SLR
⚫ Germany – 1.4% of SLR
⚫ France – 1.1% of SLR
⚫ Channel Islands – 0.8% of SLR
⚫ Luxembourg – 0.8% of SLR
⚫ Italy – 0.3% of SLR
⚫ Spain – 0.1% of SLR
|
| 12
4.8%
7.9% 6.9%
10.6%
13.9%
55.9%
2024 2025 2026 2027 2028 2029 +
Lease Maturity Schedule by Property Type (% of Total SF)
ATTRACTIVE LEASE MATURITY SCHEDULE
Unique investment mix of stable, long-term, single-tenant net-leased and strategically located suburban shopping
centers results in a favorable lease maturity schedule and a Weighted Average Remaining Lease Term of 6.8 years(1)
Note: Data as of December 31, 2023.
1. Weighted average remaining lease term in years is based on square feet as of December 31, 2023.
Multi-Tenant
Retail 1.5% 2.7% 2.8% 2.2% 3.5% 9.7%
Single-Tenant
Retail 0.1% 1.3% 0.8% 1.0% 1.3% 7.5%
Single-Tenant
Office 1.6% 1.3% 1.8% 1.1% 1.1% 5.8%
Industrial &
Distribution 1.6% 2.5% 1.5% 6.3% 8.0% 32.9%
6.8 Years Weighted Average Lease Term(1)
Multi-Tenant Retail
Single-Tenant Retail
Single-Tenant Office
Industrial & Distribution |
| 13
Leasing momentum continues in Q4 2023 with 70 lease renewals and new leases, combining for over 2.1 million
square feet and over $19 million of net straight-line rent
Q4 2023(1) Leasing and Renewal Activity
Single-Tenant Portfolio Multi-Tenant Retail Portfolio
New Leases + Renewals Completed 16 54
Q4 2023 Renewal Leasing Spread 8.2% 1.7%(2)
Net Straight-Line Rent on New Leases + Renewals $8.8 million $10.5 million
Square Feet on New Leases + Renewals 1,517,222 655,786
1. Leasing activity from 10/1/2023 through 12/31/2023.
2. Calculated using Annual Base Rent.
CONTINUED LEASING MOMENTUM DRIVEN BY
STRONG ASSET MANAGEMENT CAPABILITIES
Successful Asset Management Capabilities
GNL continued to successfully demonstrate its
asset management capabilities in Q4 2023 with an
average annual rental increase of 1.3% across the
portfolio and an attractive renewal leasing spread
of 6% across the entire portfolio
Notable Recent
Tenant Activity
Executed new 10-year lease in Q4’23
Recently executed a 20,000 square feet
expansion
Executed 125,000 square feet of renewals
with Dick’s in Q4’23 |
| 14
Industrial
WELL POSITIONED PORTFOLIO WITH KEY METRICS
Note: Portfolio metrics as of December 31, 2023.
1. Calculated as of December 31, 2023, using annualized straight-line rent (“SLR”) converted from local currency into USD as of December 31, 2023 for the in-place lease on the property on a straight-line basis, includes tenant concessions such as free rent,
as applicable.
2. Metric calculated based on square feet as of December 31, 2023.
3. Metric based on annualized SLR as of December 31, 2023.
4. Refer to Investment Grade definition included in the footnotes on slide 4.
+
Number of
Properties
Square Feet
(millions)
SLR
($ millions)
% Leased(2)
WALT(3)
% IG Rated
Tenants(3)(4)
+ +
Industrial &
Distribution
219
33.9
$235
100%
7.7 Years
57%
Multi-Tenant
Retail
109
16.4
$200
88%
5.2 Years
38%
Single-Tenant
Retail
878
7.9
$154
98%
8.3 Years
66%
Single-Tenant
Office
90
8.6
$143
94%
5.0 Years
68%
Total Portfolio(1)
1,296
66.8
$731
96%
6.8 Years
58%
Rent
Escalations(3) 78% 92% 45% 85% 93%
GNL’s competitive advantage of having a global presence and diversified portfolio gives the
Company the flexibility to focus on attractive opportunities in multiple segments and markets that
will contribute long-term value |
| 15
Healthcare, 6%
Financial Services, 6%
Auto Manufacturing, 5%
Discount Retail, 5%
Specialty Retail, 4%
Gas/Convenience, 4%
Freight, 3%
Consumer Goods, 3%
Home Improvement, 3%
Retail Banking, 3%
Quick Service Restaurant, 3%
Other, 54%
Industrial &
Distribution
32%
Multi-Tenant
Retail
27%
Single-Tenant
Retail
21%
Single-Tenant
Office
20%
Grocery
Anchored
21%
Power Center
57%
Anchored
Center
22%
$730.9
million
Total Portfolio Annualized SLR by Segment
Industry Exposure(1)
Credit Rating Asset Diversification (1)(2)
Note: Portfolio metrics as of December 31, 2023.
1. Metric based on annualized SLR as of December 31, 2023. Refer to SLR definition included in the footnotes on slide 14.
2. Refer to Investment Grade Rating definition included in the footnotes on slide 4.
3. “All Other” represents the aggregate of all industries with less than three percent exposure.
DIVERSIFIED AND STABLE TENANT BASE
Single-Tenant Portfolio Multi-Tenant Retail Portfolio
$531.4
million
$199.7
million
Single-Tenant
73%
Investment Grade
58%
Non-Investment
Grade
36%
Not Rated
6%
(2)
(3)
Single-Tenant
Office
27%
Retail
29%
Industrial & Distribution
44% |
| 16
United States
77%
Europe
7%
United Kingdom
15%
Canada
1%
Segment Highlights Lease Maturity Schedule (% of Total SF)
Geographic Breakdown (% of Total SLR) Top Five Tenants
Tenant Credit Rating Country % of SLR
Actual: B- U.K. 2.7%
Actual: Baa2 U.S. / Canada 2.7%
Actual: Baa1 U.S. / Italy 2.0%
Actual: Baa3 U.S. 1.9%
Implied: Baa2 U.S. 1.4%
Top 5 Tenants 74.8% IG Rated(2)(3) 10.7%
32%
Total Portfolio(1)
219
Properties
33.9M
Square Feet
18%
CPI Increases(1)
100%
Leased
7.7 Years
WALT
57%
IG Tenants(1)
92%
Rent Escalators(1)
1.5%
Average Annual
Rental Increase(1)
Note: Portfolio metrics as of December 31, 2023.
1. Based on Annualized Straight-Line Rent.
2. Refer to Investment Grade Rating definition included in the footnotes on slide 4.
3. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.
INDUSTRIAL & DISTRIBUTION OVERVIEW
7.7 Years Weighted Average Lease Term
1.4% 2.5% 1.5%
6.3% 8.0%
32.9%
2024 2025 2026 2027 2028 2029 + |
| 17
1.5%
2.7% 2.8% 2.2%
3.5%
9.7%
2024 2025 2026 2027 2028 2029 +
90.0%
87.6%
90.5%
Q3'23 Occupancy Q4'23 Occupancy
Multi-Tenant Leasing Is Expected To Increase Occupancy to 90.5%
Q4’23 +
Executed Occupancy
& Leasing Pipeline
MULTI-TENANT RETAIL OVERVIEW
Tenant Credit Rating Country % of SLR
Actual: B1 U.S. 1.4%
Actual: Baa3 U.S. 1.2%
Actual: A3 U.S. 1.1%
Actual: Ba2 U.S. 1.0%
Actual: A2 U.S. 1.0%
Top 5 Tenants 75.4% IG Rated(3)(4) 5.7%
Segment Highlights Lease Maturity Schedule (% of Total SF)
Leasing Pipeline (000’s) Top Five Tenants
27%
Total Portfolio(1)
109
Properties
16.4M
Square Feet
$200M
SLR
90.5%
Leased + Pipeline
5.2 Years
WALT
38%
IG Tenants(1)
1.7%
Leasing Spread(2)
61%
Sunbelt(1)
Q4’23 Occupancy
Q4’23 Executed Occupancy
Q4’23 Leasing Pipeline
14,368 SF
196 SF
289 SF
Note: Portfolio metrics as of December 31, 2023. Leasing Pipeline data as of January 31, 2024. Assumes executed leases commence and signed LOIs lead to definitive leases on their contemplated terms, which is not assured.
1. Based on Annualized Straight-Line Rent.
2. Calculated using Annual Base Rent.
3. Refer to Investment Grade Rating definition included in the footnotes on slide 4.
4. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.
5.2 Years Weighted Average Lease Term
Anchor Tenants:
5.5 Years
In-Line Tenants:
4.0 Years |
| 18
0.1%
1.3% 0.8% 1.0% 1.3%
7.5%
2024 2025 2026 2027 2028 2029 +
United States
89%
Europe
4%
United Kingdom
7%
SINGLE-TENANT RETAIL OVERVIEW
Tenant Credit Rating Country % of SLR
Implied: Baa2 U.S. 3.1%
Actual: Baa3 U.S. 2.1%
Actual: A2 U.S. 1.7%
Actual: Baa2 U.S. 1.3%
Actual: Baa1 U.S. 0.9%
Top 5 Tenants 100.0% IG Rated(2)(3) 9.1%
Segment Highlights Lease Maturity Schedule (% of Total SF)
Geographic Breakdown (% of Total SLR) Top Five Tenants
21%
Total Portfolio(1)
878
Properties
7.9M
Square Feet
$154M
SLR
98%
Leased
8.3 Years
WALT
66%
IG Tenants(1)
85%
Rent Escalators(1)
1.6%
Average Annual
Rental Increase(1)
Note: Portfolio metrics as of December 31, 2023.
1. Based on Annualized Straight-Line Rent.
2. Refer to Investment Grade Rating definition included in the footnotes on slide 4.
3. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.
8.3 Years Weighted Average Lease Term |
| 19
United States
47%
Europe
29%
United Kingdom
24%
SINGLE-TENANT OFFICE OVERVIEW
Tenant Credit Rating Country % of SLR
Actual: Aaa U.S. 1.5%
Implied: B1 U.K. 1.5%
Actual: Aa3 Netherlands 1.4%
Implied: A Luxembourg 0.8%
Implied: Baa2 Finland 0.8%
Top 5 Tenants 75.0% IG Rated(3)(4) 6.0%
Segment Highlights Lease Maturity Schedule (% of Total SF)
20%
Total Portfolio(1)
90
Properties
8.6M
Square Feet
$143M
SLR
94%
Leased
68%
IG Tenants(1)
1.7%
Average Annual
Rental Increase(1)
93%
Rent Escalators(1)
70.0%
Mission Critical(2)
Geographic Breakdown (% of Total SLR) Top Five Tenants
Note: Portfolio metrics as of December 31 2023.
1. Based on Annualized Straight-Line Rent.
2. Mission critical includes HQ, Lab, and R&D facilities and is calculated based on square feet.
3. Refer to Investment Grade Rating definition included in the footnotes on slide 4.
4. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.
5.0 Years Weighted Average Lease Term
1.1% 1.3% 1.8% 1.1% 1.1%
5.8%
2024 2025 2026 2027 2028 2029 + |
| 20
LEADERSHIP OVERVIEW
Management Board of Directors
Michael Weil, Director
Refer to “Management” section for Michael Weil’s biography
Michael Weil, Co-Chief Executive Officer
Previously served as CEO of The Necessity Retail REIT
Member of the Board of Directors of Global Net Lease,
Inc. since 2012
Served as President of the Board of Directors of the Real
Estate Investment Securities Association (n/k/a ADISA)
James Nelson, President & Co-Chief Executive Officer
Joined GNL Board in March 2017
Previously served as Chairman of the Board of Xerox
Holdings Corporation. Also currently serves as an
independent director and chair of the audit committee for
Chewy, Inc.
Chris Masterson, Chief Financial Officer
Previously served as Chief Accounting Officer of GNL
Past experience includes accounting positions with
Goldman Sachs and KPMG
Sue Perrotty, Non-Executive Chairperson of the Board of Directors
Currently serves as President and Chief Executive Officer of AFM Financial
Services and Tower Health
James Nelson, Director
Refer to “Management” section for James Nelson’s biography
Edward Rendell, Independent Director
Previously served as the 45th Governor of the Commonwealth of Pennsylvania and
as the Mayor of Philadelphia, and as a member of the board of directors of The
Necessity Retail REIT
Lisa Kabnick, Independent Director
Retired Partner at Troutman Pepper Hamilton Sanders LLP, and previously served
as a member of the board of directors of The Necessity Retail REIT
Therese Antone, Independent Director
Currently serves as the Chancellor of Salve Regina University since her appointment
in 2009
Leslie Michelson, Independent Director
Currently serves as lead independent director of Franklin BSP Franklin Lending
Corporation, and previously served as a member of the board of directors of The
Necessity Retail REIT
Stanley Perla, Independent Director
Previously served as a member of the board of directors and the chair of the audit
committee of Madison Harbor Balanced Strategies, Inc, and previously served as a
member of the board of directors on the Necessity Retail REIT
Independent Directors
Inside Directors
Jesse Galloway, Executive Vice President & General Counsel
Joined GNL in September 2023
25 years of legal experience representing large real estate
companies and financial institutions, including 10 years as
General Counsel and 15 years in private practice
Jason Slear, Executive Vice President
Responsible for sourcing, negotiating, and closing GNL’s
real estate acquisitions and dispositions
Oversaw the acquisition of over $3.5 billion of real estate
assets and the lease-up of over 10 million square feet
during professional career
Ori Kravel, Senior Vice President
Responsible for corporate development and business
strategy
Executed over $12 billion of capital market transactions
and over $25 billion of M&A transactions |
| 21
FINANCIAL DEFINITIONS
Non-GAAP Financial Measures
This section discusses non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”), Core Funds from Operations
(“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Net
Operating Income (“NOI”) and Cash Net Operating Income (“Cash NOI”). While NOI is a property-level measure, AFFO is based on total Company performance
and therefore reflects the impact of other items not specifically associated with NOI such as, interest expense, general and administrative expenses and operating fees
to related parties. Additionally, NOI as defined herein, does not reflect an adjustment for straight-line rent but AFFO does include this adjustment. A description of
these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.
Caution on Use of Non-GAAP Measures
FFO, Core FFO, AFFO, Adjusted EBITDA, NOI, and Cash NOI should not be construed to be more relevant or accurate than the current GAAP methodology in
calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of real estate under
GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.
Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition (as we do), or may
interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO,
Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs.
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation
and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions
based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between
periods and between other REITs in our peer group. |
| 22
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
Funds From Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as
FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as
determined under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board of Governors of NAREIT, as restated in a White Paper
approved by the Board of Governors of NAREIT effective in December 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in
accordance with GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real estate assets, gain and loss from
change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the
value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of
the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to stockholders, as applicable. Our FFO calculation complies with NAREIT’s
definition.
The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of
intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with
market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting
for depreciation and certain other items may be less informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for
real estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable methodologies of real estate valuation found in
GAAP. Nevertheless, we believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, among other things, provides a
more complete understanding of our performance to investors and to management, and, when compared year over year, reflects the impact on our operations from
trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net
income.
FINANCIAL DEFINITIONS |
| 23
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations (Cont’d)
Core Funds From Operations
In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, settlement costs related to our
Blackwells/Related Parties litigation, as well as certain other costs that are considered to be non-core, such as debt extinguishment costs, fire loss and other costs
related to damages at our properties. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our core
business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we
differentiate the costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash write-offs of deferred financing costs
and prepayment penalties incurred with the early extinguishment of debt which are included in net income but are considered financing cash flows when paid in the
statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed
acquisition, transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each type of
real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.
Adjusted Funds From Operations
In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from AFFO that we consider more reflective of investing activities,
other non-cash income and expense items and the income and expense effects of other activities or items including items that were paid in cash that are not a
fundamental attribute of our business plan or were one time or non-recurring items. These items include early extinguishment of debt and other items excluded in Core
FFO as well as unrealized gain and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or loss on foreign currency
transactions, and gain or loss on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market
leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful information
regarding income and expense items which have a direct impact on our ongoing operating performance. We also exclude revenue attributable to the reimbursement by
third parties of financing costs that we originally incurred because these revenues are not, in our view, related to operating performance. We also include the realized
gain or loss on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and affect our current operating performance.
FINANCIAL DEFINITIONS |
| 24
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations (Cont’d)
Adjusted Funds From Operations (cont’d)
In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining operating net income. All paid and
accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments and merger related expenses) and certain other expenses,
including expenses incurred for the 2023 proxy contest and related Blackwells/Related Parties litigation, expenses related to our European tax restructuring and
transition costs related to the Mergers, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and
will also have negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under GAAP,
certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed
above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized and not reflective of ongoing operations and
are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides
information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market
fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be
directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe
AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess
our performance without the impact of transactions or other items that are not related to our portfolio of properties. AFFO presented by us may not be comparable to
AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO
should be examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should
not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make
distributions.
FINANCIAL DEFINITIONS |
| 25
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, and Cash Net Operating Income.
We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other
costs, other non-cash items and including our pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service debt. We
also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in our view, related
to operating performance. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments) and certain other
expenses, including general and administrative expenses incurred for the 2023 proxy contest and related Blackwells/Related Parties litigation, expenses related to our
European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which
expenses are incurred or properties are acquired and will also have negative effects on returns to investors, but are not reflective of on-going performance. Due to the
increase in general and administrative expenses as a result of the 2023 proxy contest and related litigation as a portion of our total general and administrative expenses
in the first quarter of 2023, we began including this adjustment to arrive at Adjusted EBITDA in order to better reflect our operating performance. Adjusted EBITDA
should not be considered as an alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net income as an indicator of our
operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.
NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued operations, interest, other
income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other
costs, depreciation and amortization, other noncash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful
information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the
property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource
allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations
from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net
income. NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example,
interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level.
In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI
presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our
operating results, NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be considered
as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity.
FINANCIAL DEFINITIONS |
| 26
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, and Cash Net Operating Income (Cont’d)
Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as net operating income (which is
separately defined herein) excluding amortization of above/below market lease intangibles and straight-line adjustments that are included in GAAP lease revenues. We
believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current financial performance of our properties and it allows
for comparison of our operating performance between periods and to other REITs. Cash NOI should not be considered as an alternative to net income, as an
indication of our financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present Cash
NOI may not be directly comparable to the way other REITs calculate and present Cash NOI.
Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage (discount) premium, net.
Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest
should not be considered as an alternative to interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be
considered together with and as a supplement to our financial information prepared in accordance with GAAP.
FINANCIAL DEFINITIONS |
| 27
NON – GAAP RECONCILIATIONS
1. Amount relates to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for this
amount.
2. Amount includes costs related to (i) compensation incurred for our retiring Co-Chief Executive Officer; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers of
former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for this amount.
(Amounts in thousands) Three Months Ended
31-Dec-23
EBITDA:
Net loss $(48,578)
Depreciation and amortization 98,713
Interest expense 83,575
Income tax expense 5,459
EBITDA 139,169
Impairment charges 2,978
Equity-based compensation 1,058
Merger, transaction and other costs 4,349
Loss on dispositions of real estate investments 988
Loss on derivative instruments 4,478
Loss on extinguishment of debt 817
Other income (435)
Expenses attributable to European tax restructuring(1) 2,169
Transition costs related to the Merger and Internalization(2) 2,484
Adjusted EBITDA 158,055
Operating fees to related parties (580)
General and administrative 16,867
Expenses attributable to European tax restructuring(1) (2,169)
Transition costs related to the Merger and Internalization(2) (2,484)
NOI $169,689
Amortization of above- and below- market leases and ground lease intangibles and right-of-use assets, net 1,907
Straight-line rent (6,720)
Cash NOI $164,876
Cash Paid for Interest:
Interest Expense $83,575
Non-cash portion of interest expense (2,408)
Amortization of mortgage discounts (15,078)
Total Cash Paid for Interest $66,089 |
| 28
(Amounts in thousands) Three Months Ended
31-Dec-23
Funds from operations (FFO):
Net loss attributable to common stockholders (in accordance with GAAP) $(59,514)
Impairment charges 2,978
Depreciation and amortization 98,713
Loss on disposition of real estate investments 988
FFO (as defined by NAREIT) attributable to stockholders $43,165
Merger, transaction and other costs(1) 4,349
Loss on extinguishment of debt 817
Core FFO attributable to stockholders $48,331
Non-cash equity-based compensation 1,058
Non-cash portion of interest expense 2,408
Amortization related to above- and below- market lease intangibles and right-of-use assets, net 1,907
Straight-line rent (6,720)
Eliminate unrealized losses on foreign currency transactions(2) 4,941
Amortization of mortgage discounts 15,078
Expenses attributable to European tax restructuring(3) 2,169
Transition costs related to the Merger and Internalization(4) 2,484
Adjusted funds from operations (AFFO) attributable to stockholders $71,656
Weighted-average shares outstanding – Basic and Diluted 230,320
Net loss per share attributable to common stockholders $(0.26)
FFO per share $0.19
Core FFO per share $0.21
AFFO per share $0.31
Dividends declared $81,891
NON – GAAP RECONCILIATIONS
1. For the three months ended December 31, 2023, these costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
2. For AFFO purposes, we add back unrealized (gains) losses. For the three months ended December 31, 2023, the loss on derivative instruments was $4.5 million, which consisted of unrealized losses of $4.9 million and realized gains of
$0.4 million.
3. Amount relates to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount.
4. Amount includes costs related to (i) compensation incurred for our retiring Co-Chief Executive Officer; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers of
former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount. |
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Global Net Lease, Inc.
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0001526113
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45-2771978
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MD
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650 Fifth Avenue
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30th Floor
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