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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 6, 2024
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
Maryland | | 001-37390 | | 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 of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (332) 265-2020
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:
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☐ | 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)) |
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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 | | GNL | | New York Stock Exchange |
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | | GNL PR A | | New York Stock Exchange |
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | GNL PR B | | New York Stock Exchange |
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | GNL PR D | | New York Stock Exchange |
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | 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 2.02. Results of Operations and Financial Condition.
On August 6, 2024, Global Net Lease, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended June 30, 2024, and supplemental financial information for the quarter ended June 30, 2024, attached hereto as Exhibits 99.1 and 99.2, respectively.
Item 7.01. Regulation FD Disclosure.
Press Release and Supplemental Information
As disclosed in Item 2.02 above, on August 6, 2024, the Company issued a press release announcing its results of operations for the quarter ended June 30, 2024, and supplemental financial information for the quarter ended June 30, 2024, attached hereto as Exhibits 99.1 and 99.2, respectively. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibits 99.1 and 99.2 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 Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of 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 realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; that any potential future acquisition or disposition 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 the Company’s actual results to differ materially from those presented in its forward-looking statements are set forth in the Risk Factors and “Quantitative and Qualitative Disclosures About Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, 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.
(d) Exhibits
| | | | | | | | |
Exhibit No. | | Description |
| | Press release dated August 6, 2024 |
| | |
| | Quarterly supplemental information for the quarter ended June 30, 2024 |
| | |
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Global Net Lease, Inc.
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Date: August 6, 2024 | By: | /s/ Edward M. Weil, Jr. |
| | Name: | Edward M. Weil, Jr. |
| | Title: | Chief Executive Officer and President |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
GLOBAL NET LEASE REPORTS SECOND QUARTER 2024 RESULTS
–Increased AFFO Per Share by 2% While Reducing Outstanding Debt By $251 Million, Improving Net Debt to Adjusted EBITDA from 8.4x to 8.1x
–Closed Plus Disposition Pipeline of $728 Million at a Cash Cap Rate of 7.3%
–$356 Million Disposition Pipeline Will Further Reduce Outstanding Debt
–Addressed All 2024 Debt Maturities, No Debt Maturities Through July 2025
–Raised 2024 Closed Disposition Guidance to $650 Million to $800 Million From $400 Million to $600 Million
New York, August 6, 2024 - Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the “Company”), an internally managed real estate investment trust that focuses on acquiring and managing a globally diversified portfolio of strategically located commercial real estate properties, announced today its financial and operating results for the quarter ended June 30, 2024.
Second Quarter 2024 Highlights
•Revenue was $203.3 million compared to $206.0 million in first quarter 2024, primarily as a result of disposed assets during the second quarter
•Net loss attributable to common stockholders was $46.6 million, compared to net loss of $34.7 million in first quarter 2024
•Core Funds from Operations (“Core FFO”) was $50.9 million compared to $56.6 million in first quarter 2024
•Adjusted Funds from Operations (“AFFO”) increased 2% to $76.7 million, from $75.0 million in first quarter 2024
•AFFO per diluted share grew 2% to $0.33 in second quarter 20241
•Closed plus disposition pipeline of $728.0 million2 at a cash cap rate of 7.3% on occupied assets and a weighted average remaining lease term of 5.3 years; includes $180.0 million of vacant closed plus pipeline dispositions that are expected to reduce annualized operating expenses by over $3.0 million per year
•Debt reduction of $251 million in the quarter, improving Net Debt to Adjusted EBITDA to 8.1x while simultaneously increasing AFFO per share; plan to use the net proceeds from $356.5 million disposition pipeline to further reduce leverage
•Addressed 100% of the outstanding debt that was set to mature in 2024; no debt maturities through July 2025
•Recognized 99% of the anticipated $75.0 million in cost synergies from the Merger and Internalization; remaining balance expected to be realized in Q3 2024 as initially projected
•Improved percentage of debt that is fixed-rate to 90%, an increase from 84% in the first quarter of 2024; pro-active cost-cutting measures reduced weighted average interest rate to 4.7%
•1.4 million square feet of leasing activity across the portfolio, resulting in over $17.0 million of new straight-line rent
•Renewal leasing spread of 4.3% with a weighted average lease term of 8.5 years; new leases completed in the quarter had a weighted average lease term of 8.3 years
•Weighted average annual rent increase of 1.3% provides organic rental growth, which excludes 14.3% of the portfolio with CPI-linked leases that have historically experienced significantly higher rental increase
•Sector-leading 59% of annualized straight-line rent comes from investment-grade or implied investment-grade tenants3
•Achieved a significant reduction in income tax expense in Q2 2024, driven by the continued benefits from the successful European tax restructure and a $3.8 million tax benefit recognized in the quarter
“During the second quarter, GNL made significant strides in achieving the business objectives we established at the beginning of the year,” stated Michael Weil, CEO of GNL. “We are particularly pleased with our progress in executing our disposition strategy to sell non-core assets, exceeding our initial guidance range while simultaneously growing AFFO per share by 2% and reducing outstanding debt by $251 million. These are critical drivers in our efforts to enhance long-term shareholder value and close the gap between the value of our real estate and our stock price. The second quarter was also marked by robust leasing activity and proactive balance sheet management, with no debt set to mature through July 2025. We remain committed to reducing our leverage, improving our cost of capital and positioning the Company for sustainable growth in the future.”
Full Year 2024 Guidance Update4
•GNL raised its initial disposition guidance range of closed dispositions in 2024 to $650 million to $800 million from $400 million to $600 million.
•GNL reaffirms its 2024 AFFO per share guidance range of $1.30 to $1.40 and a net debt to Adjusted EBITDA range of 7.4x to 7.8x.
Summary of Results
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Three Months Ended March 31, | | | | |
(In thousands, except per share data) | | 2024 | | 2024 | | | | |
Revenue from tenants | | $ | 203,286 | | | $ | 206,045 | | | | | |
| | | | | | | | |
Net loss attributable to common stockholders | | $ | (46,600) | | | $ | (34,687) | | | | | |
Net loss per diluted common share | | $ | (0.20) | | | $ | (0.15) | | | | | |
| | | | | | | | |
NAREIT defined FFO attributable to common stockholders | | $ | 36,193 | | | $ | 55,773 | | | | | |
NAREIT defined FFO per diluted common share | | $ | 0.16 | | | $ | 0.24 | | | | | |
| | | | | | | | |
Core FFO attributable to common stockholders | | $ | 50,855 | | | $ | 56,592 | | | | | |
Core FFO per diluted common share | | $ | 0.22 | | | $ | 0.25 | | | | | |
| | | | | | | | |
AFFO attributable to common stockholders | | $ | 76,692 | | | $ | 74,964 | | | | | |
AFFO per diluted common share | | $ | 0.33 | | | $ | 0.33 | | | | | |
Property Portfolio
As of June 30, 2024, the Company’s portfolio of 1,242 net lease properties is located in eleven countries and territories, and is comprised of 64.3 million rentable square feet. The Company operates in four reportable segments, consistent with its current management internal financial reporting purposes: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4) Office. The real estate portfolio metrics include:
•94% leased with a remaining weighted-average lease term of 6.5 years5
•79% of the portfolio contains contractual rent increases based on annualized straight-line rent
•59% of portfolio annualized straight-line rent derived from investment grade and implied investment grade rated tenants
•80% U.S. and Canada, 20% Europe (based on annualized straight-line rent)
•31% Industrial & Distribution, 28% Multi-Tenant Retail, 21% Single-Tenant Retail and 20% Office (based on an annualized straight-line rent)
Capital Structure and Liquidity Resources6
As of June 30, 2024, the Company had liquidity of $220.3 million and $214.0 million of capacity under the Company’s revolving credit facility. The Company had net debt of $5.0 billion7, including $2.4 billion of mortgage debt. The Company successfully managed to reduce its outstanding debt balance by $251.0 million from Q1 2024.
As of June 30, 2024, the percentage of debt that is fixed rate (including variable rate debt fixed with swaps) was 90% compared to 84% as of March 30, 2024. The Company’s total combined debt had a weighted average interest rate of 4.7% resulting in an interest coverage ratio of 2.4 times8. Weighted-average debt maturity was 3.3 years as of both June 30, 2024 and March 31, 2024.
Footnotes/Definitions
1 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 release 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 fourth 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.
2 Closed plus disposition pipeline of $728.0 million as of August 1, 2024. Includes $548.0 million of closed plus pipeline occupied dispositions at a cash cap rate of 7.3% and $180.0 million of vacant closed plus pipeline dispositions that is expected to reduce annualized operating expenses by over $3.0 million. The properties included in our disposition pipeline for such purposes include those for which we have entered into purchase and sale agreements (“PSAs”) or non-binding letters of intents (“LOIs”). There can be no assurance that the transactions contemplated by such PSAs or LOIs will be completed on the terms contemplated, if at all.
3 As used herein, “Investment Grade Rating” 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 or a guarantor. Ratings information is as of June 30, 2024. Comprised of 31.9% leased to tenants with an actual investment grade rating and 26.9% leased to tenants with an Implied Investment Grade rating based on annualized cash rent as of June 30, 2024.
4 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.
5 Weighted-average remaining lease term in years is based on square feet as of June 30, 2024.
6 During the three months ended June 30, 2024, the Company did not sell any shares of Common Stock or Series B Preferred Stock through its Common Stock or Series B Preferred Stock "at-the-market" programs.
7 Comprised of the principal amount of GNL's outstanding debt totaling $5.1 billion less cash and cash equivalents totaling $122.2 million, as of June 30, 2024.
8 The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter 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). Management believes that Interest Coverage Ratio is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.
Conference Call
GNL will host a webcast and conference call on August 7, 2024 at 11:00 a.m. ET to discuss its financial and operating results.
To listen to the live call, please go to GNL’s “Investor Relations” section of the website at least 15 minutes prior to the start of the call to register and download any necessary audio software.
Dial-in instructions for the conference call and the replay are outlined below.
Conference Call Details
Live Call
Dial-In (Toll Free): 1-877-407-0792
International Dial-In: 1-201-689-8263
Conference Replay*
For those who are not able to listen to the live broadcast, a replay will be available shortly after the call on the GNL website at www.globalnetlease.com
Or dial in below:
Domestic Dial-In (Toll Free): 1-844-512-2921
International Dial-In: 1-412-317-6671
Conference Number: 13745187
*Available from 2:00 p.m. ET on August 7, 2024 through November 7, 2024.
Supplemental Schedules
The Company will furnish supplemental information packages with the Securities and Exchange Commission (the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be found under the “Presentations” tab in the Investor Relations section of GNL’s website at www.globalnetlease.com and on the SEC website at www.sec.gov.
About Global Net Lease, Inc.
Global Net Lease, Inc. is a publicly traded real estate investment trust listed on the NYSE, which focuses on acquiring and managing a global portfolio of income producing net lease assets across the United States, and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Forward-Looking Statements
The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as "may," "will," "seeks," "anticipates," "believes," "expects," "estimates," "projects," “potential,” “predicts,” "plans," "intends," “would,” “could,” "should" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of 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 realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; that any potential future acquisition or disposition 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 the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the Risk Factors and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, 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.
Contacts:
Investors and Media:
Email: investorrelations@globalnetlease.com
Phone: (332) 265-2020
Global Net Lease, Inc.
Consolidated Balance Sheets
(In thousands)
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
ASSETS | | (Unaudited) | | |
Real estate investments, at cost: | | | | |
Land | | $ | 1,352,946 | | | $ | 1,430,607 | |
Buildings, fixtures and improvements | | 5,631,557 | | | 5,842,314 | |
Construction in progress | | 6,913 | | | 23,242 | |
Acquired intangible lease assets | | 1,215,530 | | | 1,359,981 | |
Total real estate investments, at cost | | 8,206,946 | | | 8,656,144 | |
Less accumulated depreciation and amortization | | (1,128,555) | | | (1,083,824) | |
Total real estate investments, net | | 7,078,391 | | | 7,572,320 | |
Assets held for sale | | 4,254 | | | 3,188 | |
Cash and cash equivalents | | 122,181 | | | 121,566 | |
Restricted cash | | 50,312 | | | 40,833 | |
Derivative assets, at fair value | | 11,342 | | | 10,615 | |
Unbilled straight-line rent | | 92,443 | | | 84,254 | |
Operating lease right-of-use asset | | 76,743 | | | 77,008 | |
Prepaid expenses and other assets | | 109,631 | | | 121,997 | |
Deferred tax assets | | 4,786 | | | 4,808 | |
Goodwill | | 50,020 | | | 46,976 | |
Deferred financing costs, net | | 12,610 | | | 15,412 | |
Total Assets | | $ | 7,612,713 | | | $ | 8,098,977 | |
| | | | |
LIABILITIES AND EQUITY | | | | |
Mortgage notes payable, net | | $ | 2,268,801 | | | $ | 2,517,868 | |
Revolving credit facility | | 1,735,603 | | | 1,744,182 | |
| | | | |
Senior notes, net | | 895,830 | | | 886,045 | |
Acquired intangible lease liabilities, net | | 89,401 | | | 95,810 | |
Derivative liabilities, at fair value | | 1,557 | | | 5,145 | |
Accounts payable and accrued expenses | | 85,753 | | | 99,014 | |
Operating lease liability | | 49,575 | | | 48,369 | |
Prepaid rent | | 45,722 | | | 46,213 | |
Deferred tax liability | | 5,626 | | | 6,009 | |
| | | | |
Dividends payable | | 11,581 | | | 11,173 | |
Total Liabilities | | 5,189,449 | | | 5,459,828 | |
Commitments and contingencies | | — | | | — | |
Stockholders' Equity: | | | | |
7.25% Series A cumulative redeemable preferred stock | | 68 | | | 68 | |
6.875% Series B cumulative redeemable perpetual preferred stock | | 47 | | | 47 | |
7.50% Series D cumulative redeemable perpetual preferred stock | | 79 | | | 79 | |
7.375% Series E cumulative redeemable perpetual preferred stock | | 46 | | | 46 | |
Common stock | | 3,638 | | | 3,639 | |
Additional paid-in capital | | 4,353,095 | | | 4,350,112 | |
Accumulated other comprehensive loss | | (6,833) | | | (14,096) | |
Accumulated deficit | | (1,929,107) | | | (1,702,143) | |
Total Stockholders' Equity | | 2,421,033 | | | 2,637,752 | |
Non-controlling interest | | 2,231 | | | 1,397 | |
Total Equity | | 2,423,264 | | | 2,639,149 | |
Total Liabilities and Equity | | $ | 7,612,713 | | | $ | 8,098,977 | |
Global Net Lease, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Three Months Ended March 31, | | |
| | 2024 | | 2024 | | |
Revenue from tenants | | $ | 203,286 | | | $ | 206,045 | | | |
| | | | | | |
Expenses: | | | | | | |
Property operating | | 35,533 | | | 37,830 | | | |
| | | | | | |
Impairment charges | | 27,402 | | | 4,327 | | | |
Merger, transaction and other costs | | 1,572 | | | 761 | | | |
| | | | | | |
General and administrative | | 15,196 | | | 16,177 | | | |
Equity-based compensation | | 2,340 | | | 1,973 | | | |
Depreciation and amortization | | 89,493 | | | 92,000 | | | |
Total expenses | | 171,536 | | | 153,068 | | | |
Operating income before gain on dispositions of real estate investments | | 31,750 | | | 52,977 | | | |
Gain on dispositions of real estate investments | | 34,102 | | | 5,867 | | | |
Operating income | | 65,852 | | | 58,844 | | | |
Other income (expense): | | | | | | |
Interest expense | | (89,815) | | | (82,753) | | | |
Loss on extinguishment of debt | | (13,090) | | | (58) | | | |
Gain on derivative instruments | | 530 | | | 1,588 | | | |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | | 300 | | | 1,032 | | | |
Other income (expense) | | 309 | | | (16) | | | |
Total other expense, net | | (101,766) | | | (80,207) | | | |
Net loss before income taxes | | (35,914) | | | (21,363) | | | |
Income tax benefit (expense) | | 250 | | | (2,388) | | | |
Net loss | | (35,664) | | | (23,751) | | | |
| | | | | | |
Preferred stock dividends | | (10,936) | | | (10,936) | | | |
Net loss attributable to common stockholders | | $ | (46,600) | | | $ | (34,687) | | | |
| | | | | | |
Basic and Diluted Loss Per Share: | | | | | | |
Net loss per share attributable to common stockholders — Basic and Diluted | | $ | (0.20) | | | $ | (0.15) | | | |
| | | | | | |
Weighted average shares outstanding — Basic and Diluted | | 230,381 | | | 230,320 | | | |
| | | | | | |
Global Net Lease, Inc.
Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
(In thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Three Months Ended March 31, | | |
| | 2024 | | 2024 | | |
Adjusted EBITDA | | | | | | |
Net loss | | $ | (35,664) | | | $ | (23,751) | | | |
Depreciation and amortization | | 89,493 | | | 92,000 | | | |
Interest expense | | 89,815 | | | 82,753 | | | |
Income tax expense | | (250) | | | 2,388 | | | |
Impairment charges | | 27,402 | | | 4,327 | | | |
Equity-based compensation | | 2,340 | | | 1,973 | | | |
Merger, transaction and other costs [1] | | 1,572 | | | 761 | | | |
| | | | | | |
Gain on dispositions of real estate investments | | (34,102) | | | (5,867) | | | |
Gain on derivative instruments | | (530) | | | (1,588) | | | |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | | (300) | | | (1,032) | | | |
Loss on extinguishment of debt | | 13,090 | | | 58 | | | |
Other (income) expense | | (309) | | | 16 | | | |
| | | | | | |
Expenses attributable to European tax restructuring [2] | | 16 | | | 469 | | | |
Transition costs related to the Merger and Internalization [3] | | 995 | | | 2,826 | | | |
Adjusted EBITDA | | 153,568 | | | 155,333 | | | |
| | | | | | |
Net operating income (NOI) | | | | | | |
| | | | | | |
General and administrative | | 15,196 | | | 16,177 | | | |
| | | | | | |
Expenses attributable to European tax restructuring [2] | | (16) | | | (469) | | | |
Transition costs related to the Merger and Internalization [3] | | (995) | | | (2,826) | | | |
NOI | | 167,753 | | | 168,215 | | | |
Amortization related to above- and below- market lease intangibles and right-of-use assets, net | | 1,901 | | | 2,225 | | | |
Straight-line rent | | (5,349) | | | (4,562) | | | |
Cash NOI | | $ | 164,305 | | | $ | 165,878 | | | |
| | | | | | |
Cash Paid for Interest: | | | | | | |
Interest Expense | | $ | 89,815 | | | $ | 82,753 | | | |
Non-cash portion of interest expense | | (2,580) | | | (2,394) | | | |
Amortization of discounts on mortgages and senior notes | | (24,080) | | | (15,338) | | | |
Total cash paid for interest | | $ | 63,155 | | | $ | 65,021 | | | |
_____________
[1] For the three months ended June 30, 2024 and March 31, 2024, these costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
[2] Amounts relate 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 these amounts.
[3] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance 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 these amounts.
Global Net Lease, Inc.
Quarterly Reconciliation of Non-GAAP Measures (Unaudited)
(In thousands) | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Three Months Ended March 31, | | | | |
| | 2024 | | 2024 | | | | |
Net loss attributable to stockholders (in accordance with GAAP) | | $ | (46,600) | | | $ | (34,687) | | | | | |
Impairment charges | | 27,402 | | | 4,327 | | | | | |
Depreciation and amortization | | 89,493 | | | 92,000 | | | | | |
Gain on dispositions of real estate investments | | (34,102) | | | (5,867) | | | | | |
FFO (defined by NAREIT) | | 36,193 | | | 55,773 | | | | | |
Merger, transaction and other costs [1] | | 1,572 | | | 761 | | | | | |
| | | | | | | | |
Loss on extinguishment of debt | | 13,090 | | | 58 | | | | | |
Core FFO attributable to common stockholders | | 50,855 | | | 56,592 | | | | | |
Non-cash equity-based compensation | | 2,340 | | | 1,973 | | | | | |
Non-cash portion of interest expense | | 2,580 | | | 2,394 | | | | | |
Amortization related to above- and below-market lease intangibles and right-of-use assets, net | | 1,901 | | | 2,225 | | | | | |
Straight-line rent | | (5,349) | | | (4,562) | | | | | |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | | (300) | | | (1,032) | | | | | |
Eliminate unrealized gains on foreign currency transactions [2] | | (230) | | | (1,259) | | | | | |
Amortization of discounts on mortgages and senior notes | | 24,080 | | | 15,338 | | | | | |
| | | | | | | | |
Expenses attributable to European tax restructuring [3] | | 16 | | | 469 | | | | | |
Transition costs related to the Merger and Internalization [4] | | 995 | | | 2,826 | | | | | |
Forfeited disposition deposit [5] | | (196) | | | — | | | | | |
Adjusted funds from operations (AFFO) attributable to common stockholders | | $ | 76,692 | | | $ | 74,964 | | | | | |
__________
[1] For the three months ended June 30, 2024 and March 31, 2024, 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 (gain) loss. For the three months ended June 30, 2024, gain on derivative instruments was $0.5 million, which consisted of unrealized gains of $0.2 million and realized gains of $0.3 million. For the three months ended March 31, 2024, gain on derivative instruments was $1.6 million, which consisted of unrealized gains of $1.3 million and realized gains of $0.3 million.
[3] Amounts relate 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 these amounts.
[4] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
[5] Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.
The following table provides operating financial information for the Company’s four reportable segments:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Three Months Ended March 31, | | | | |
(In thousands) | | 2024 | | 2024 | | | | | | |
Industrial & Distribution: | | | | | | | | | | |
Revenue from tenants | | $ | 61,436 | | | $ | 61,994 | | | | | | | |
Property operating expense | | 4,952 | | | 4,679 | | | | | | | |
Net Operating Income | | $ | 56,484 | | | $ | 57,315 | | | | | | | |
| | | | | | | | | | |
Multi-Tenant Retail: | | | | | | | | | | |
Revenue from tenants | | $ | 66,966 | | | $ | 66,803 | | | | | | | |
Property operating expense | | 22,562 | | | 22,906 | | | | | | | |
Net Operating Income | | $ | 44,404 | | | $ | 43,897 | | | | | | | |
| | | | | | | | | | |
Single-Tenant Retail: | | | | | | | | | | |
Revenue from tenants | | $ | 38,948 | | | $ | 40,786 | | | | | | | |
Property operating expense | | 3,776 | | | 4,770 | | | | | | | |
Net Operating Income | | $ | 35,172 | | | $ | 36,016 | | | | | | | |
| | | | | | | | | | |
Office: | | | | | | | | | | |
Revenue from tenants | | $ | 35,936 | | | $ | 36,462 | | | | | | | |
Property operating expense | | 4,243 | | | 5,475 | | | | | | | |
Net Operating Income | | $ | 31,693 | | | $ | 30,987 | | | | | | | |
Caution on Use of Non-GAAP Measures
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”) 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.
As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
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.
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. 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, for example, 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.
In calculating AFFO, we also exclude certain expenses which under GAAP are treated 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 our 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 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.
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 non-cash 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.
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 rent 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.
EXHIBIT 99.2
Global Net Lease, Inc.
Supplemental Information
Quarter ended June 30, 2024 (unaudited)
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
| | | | | | | | |
Table of Contents | | |
| | |
Item | | Page |
Non-GAAP Definitions | | 4 |
Key Metrics | | 6 |
Consolidated Balance Sheets | | 7 |
Consolidated Statements of Operations | | 8 |
Non-GAAP Measures | | 9 |
Debt Overview | | 11 |
Future Minimum Lease Rents | | 12 |
Top Twenty Tenants | | 13 |
Diversification by Property Type | | 14 |
Diversification by Tenant Industry | | 15 |
Diversification by Geography | | 16 |
Lease Expirations | | 17 |
| | |
Please note that totals may not add due to rounding. | | |
Forward-looking Statements:
The statements in this supplemental package of Global Net Lease, Inc. (the “Company”) that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. The words such as "may," "will," "seeks," "anticipates," "believes," "expects," "estimates," "projects," “potential,” “predicts,” "plans," "intends," “would,” “could,” "should" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of 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 realization of the anticipated benefits of the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; that any potential future acquisition or disposition 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 the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements are set forth in the Risk Factors and “Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission, 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.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
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.
As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as they exclude certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
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.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
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. 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, for example, 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.
In calculating AFFO, we also exclude certain expenses which under GAAP are treated 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 our 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 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.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
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, 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 non-cash 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.
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 rent 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.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Key Metrics
As of and for the three months ended June 30, 2024
Amounts in thousands, except per share data, ratios and percentages
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Results | | | | | | | | | | |
Revenue from tenants | | | | | | | | | | $ | 203,286 | |
Net loss attributable to common stockholders | | | | | | | | | | $ | (46,600) | |
Basic and diluted net loss per share attributable to common stockholders [2] | | | | | | | | | | $ | (0.20) | |
Cash NOI [1] | | | | | | | | | | $ | 164,305 | |
Adjusted EBITDA [1] | | | | | | | | | | $ | 153,568 | |
AFFO attributable to common stockholders [1] | | | | | | | | | | $ | 76,692 | |
Dividends per share - second quarter [3] | | | | | | | | | | $ | 0.275 | |
Dividend yield - annualized, based on quarter end share price | | | | | | | | | | 15.0 | % |
| | | | | | | | | | |
Balance Sheet and Capitalization | | | | | | | | | | |
Gross asset value [4] | | | | | | | | $8,741,268 |
Net debt [5] [6] | | | | | | | | | | $5,005,310 |
Total consolidated debt [6] | | | | | | | | | | $5,127,491 |
Total assets | | | | | | | | | | $7,612,713 |
Liquidity [7] | | | | | | | | | | $220,281 |
| | | | | | | | | | |
Common shares outstanding as of June 30, 2024 (thousands) | | | | | | | | | | 230,805 |
| | | | | | | | | | |
Net debt to gross asset value | | | | | | | | | | 57.3 | % |
Net debt to annualized adjusted EBITDA [8] | | | | | | | | | | 8.1 | x |
| | | | | | | | | | |
Weighted-average interest rate cost [9] | | | | | | | | | | 4.7 | % |
Weighted-average debt maturity (years) [10] | | | | | | | | | | 3.3 | |
Interest Coverage Ratio [11] | | | | | | | | | | 2.4 | x |
| | | | | | | | | | |
Real Estate Portfolio | | | | | | | | | | Total |
Number of properties | | | | | | | | | | 1,242 | |
Square footage (millions) | | | | | | | | | | 64.3 | |
Leased | | | | | | | | | | 94 | % |
Weighted-average remaining lease term (years) [12] | | | | | | | | | | 6.5 | |
Footnotes:
[1]This Non-GAAP metric is reconciled below.
[2]Adjusted for net income attributable to common stockholders for common share equivalents.
[3]Represents quarterly dividend per share rate based off the annualized dividend rate of $1.10 that was in effect beginning in the second quarter of 2024.
[4]Defined as total assets plus accumulated depreciation and amortization as of June 30, 2024.
[5]Represents total debt outstanding of $5.1 billion, less cash and cash equivalents of $122.2 million.
[6]Excludes the effect of discounts and deferred financing costs, net.
[7]Liquidity includes $98.1 million of availability under the credit facility and $122.2 million of cash and cash equivalents as of June 30, 2024.
[8]Annualized adjusted EBITDA annualized based on Adjusted EBITDA for the quarter ended June 30, 2024 multiplied by four.
[9]The weighted average interest rate cost is based on the outstanding principal balance of the debt.
[10]The weighted average debt maturity is based on the outstanding principal balance of the debt.
[11]The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter 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). Adjusted EBITDA and cash paid for interest are Non-GAAP metrics and are reconciled below.
[12]The weighted-average remaining lease term (years) is based on square feet.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 |
Consolidated Balance Sheets
Amounts in thousands
| | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
| | (Unaudited) | | |
ASSETS | | | | |
Real estate investments, at cost: | | | | |
Land | | $ | 1,352,946 | | | $ | 1,430,607 | |
Buildings, fixtures and improvements | | 5,631,557 | | | 5,842,314 | |
Construction in progress | | 6,913 | | | 23,242 | |
Acquired intangible lease assets | | 1,215,530 | | | 1,359,981 | |
Total real estate investments, at cost | | 8,206,946 | | | 8,656,144 | |
Less accumulated depreciation and amortization | | (1,128,555) | | | (1,083,824) | |
Total real estate investments, net | | 7,078,391 | | | 7,572,320 | |
Assets held for sale | | 4,254 | | | 3,188 | |
Cash and cash equivalents | | 122,181 | | | 121,566 | |
Restricted cash | | 50,312 | | | 40,833 | |
Derivative assets, at fair value | | 11,342 | | | 10,615 | |
Unbilled straight-line rent | | 92,443 | | | 84,254 | |
Operating lease right-of-use asset | | 76,743 | | | 77,008 | |
Prepaid expenses and other assets | | 109,631 | | | 121,997 | |
Deferred tax assets | | 4,786 | | | 4,808 | |
Goodwill | | 50,020 | | | 46,976 | |
Deferred financing costs, net | | 12,610 | | | 15,412 | |
Total Assets | | $ | 7,612,713 | | | $ | 8,098,977 | |
| | | | |
LIABILITIES AND EQUITY | | | | |
Mortgage notes payable, net | | $ | 2,268,801 | | | $ | 2,517,868 | |
Revolving credit facility | | 1,735,603 | | | 1,744,182 | |
| | | | |
Senior notes, net | | 895,830 | | | 886,045 | |
Acquired intangible lease liabilities, net | | 89,401 | | | 95,810 | |
Derivative liabilities, at fair value | | 1,557 | | | 5,145 | |
Accounts payable and accrued expenses | | 85,753 | | | 99,014 | |
Operating lease liability | | 49,575 | | | 48,369 | |
Prepaid rent | | 45,722 | | | 46,213 | |
Deferred tax liability | | 5,626 | | | 6,009 | |
| | | | |
Dividends payable | | 11,581 | | | 11,173 | |
Total Liabilities | | 5,189,449 | | | 5,459,828 | |
Commitments and contingencies | | — | | | — | |
Stockholders’ Equity: | | | | |
7.25% Series A cumulative redeemable preferred stock | | 68 | | | 68 | |
6.875% Series B cumulative redeemable perpetual preferred stock | | 47 | | | 47 | |
7.50% Series D cumulative redeemable perpetual preferred stock | | 79 | | | 79 | |
7.375% Series E cumulative redeemable perpetual preferred stock | | 46 | | | 46 | |
Common stock | | 3,638 | | | 3,639 | |
Additional paid-in capital | | 4,353,095 | | | 4,350,112 | |
Accumulated other comprehensive loss | | (6,833) | | | (14,096) | |
Accumulated deficit | | (1,929,107) | | | (1,702,143) | |
Total Stockholders’ Equity | | 2,421,033 | | | 2,637,752 | |
Non-controlling interest | | 2,231 | | | 1,397 | |
Total Equity | | 2,423,264 | | | 2,639,149 | |
Total Liabilities and Equity | | $ | 7,612,713 | | | $ | 8,098,977 | |
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Consolidated Statements of Operations
Amounts in thousands, except per share data
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | June 30, 2024 | | March 31, 2024 | | December 31, 2023 | | September 30, 2023 |
Revenue from tenants | | $ | 203,286 | | | $ | 206,045 | | | $ | 206,726 | | | $ | 118,168 | |
| | | | | | | | |
Expenses: | | | | | | | | |
Property operating | | 35,533 | | | 37,830 | | | 37,037 | | | 13,623 | |
Operating fees to related parties | | — | | | — | | | (580) | | | 8,652 | |
Impairment charges | | 27,402 | | | 4,327 | | | 2,978 | | | 65,706 | |
Merger, transaction and other costs | | 1,572 | | | 761 | | | 4,349 | | | 43,765 | |
Settlement costs | | — | | | — | | | — | | | 14,643 | |
General and administrative | | 15,196 | | | 16,177 | | | 16,867 | | | 6,977 | |
Equity-based compensation | | 2,340 | | | 1,973 | | | 1,058 | | | 10,444 | |
Depreciation and amortization | | 89,493 | | | 92,000 | | | 98,713 | | | 49,232 | |
Total expenses | | 171,536 | | | 153,068 | | | 160,422 | | | 213,042 | |
Operating income (loss) before loss on dispositions of real estate investments | | 31,750 | | | 52,977 | | | 46,304 | | | (94,874) | |
Gain (loss) on dispositions of real estate investments | | 34,102 | | | 5,867 | | | (988) | | | (684) | |
Operating income | | 65,852 | | | 58,844 | | | 45,316 | | | (95,558) | |
Other income (expense): | | | | | | | | |
Interest expense | | (89,815) | | | (82,753) | | | (83,575) | | | (41,161) | |
Loss on extinguishment of debt | | (13,090) | | | (58) | | | (817) | | | — | |
Gain (loss) on derivative instruments | | 530 | | | 1,588 | | | (4,478) | | | 3,217 | |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | | 300 | | | 1,032 | | | — | | | — | |
Other income (expense) | | 309 | | | (16) | | | 435 | | | 119 | |
Total other expense, net | | (101,766) | | | (80,207) | | | (88,435) | | | (37,825) | |
Net loss before income tax | | (35,914) | | | (21,363) | | | (43,119) | | | (133,383) | |
Income tax benefit (expense) | | 250 | | | (2,388) | | | (5,459) | | | (2,801) | |
Net loss | | (35,664) | | | (23,751) | | | (48,578) | | | (136,184) | |
| | | | | | | | |
Preferred stock dividends | | (10,936) | | | (10,936) | | | (10,936) | | | (6,304) | |
Net loss attributable to common stockholders | | $ | (46,600) | | | $ | (34,687) | | | $ | (59,514) | | | $ | (142,488) | |
| | | | | | | | |
Basic and Diluted Loss Per Share: | | | | | | | | |
Net loss per share attributable to common stockholders — Basic and Diluted | | $ | (0.20) | | | $ | (0.15) | | | $ | (0.26) | | | $ | (1.11) | |
| | | | | | | | |
Weighted average shares outstanding — Basic and Diluted | | 230,381 | | | 230,320 | | | 230,320 | | | 130,825 | |
| | | | | | | | |
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Non-GAAP Measures
Amounts in thousands, except per share data
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | June 30, 2024 | | March 31, 2024 | | December 31, 2023 | | September 30, 2023 |
EBITDA: | | | | | | | | |
Net loss | | $ | (35,664) | | | $ | (23,751) | | | $ | (48,578) | | | $ | (136,184) | |
Depreciation and amortization | | 89,493 | | | 92,000 | | | 98,713 | | | 49,232 | |
Interest expense | | 89,815 | | | 82,753 | | | 83,575 | | | 41,161 | |
Income tax expense | | (250) | | | 2,388 | | | 5,459 | | | 2,801 | |
EBITDA | | 143,394 | | | 153,390 | | | 139,169 | | | (42,990) | |
Impairment charges | | 27,402 | | | 4,327 | | | 2,978 | | | 65,706 | |
Equity-based compensation | | 2,340 | | | 1,973 | | | 1,058 | | | 10,444 | |
Merger, transaction and other costs [1] | | 1,572 | | | 761 | | | 4,349 | | | 43,765 | |
Settlement costs [2] | | — | | | — | | | — | | | 14,643 | |
(Gain) loss on dispositions of real estate investments | | (34,102) | | | (5,867) | | | 988 | | | 684 | |
(Gain ) loss on derivative instruments | | (530) | | | (1,588) | | | 4,478 | | | (3,217) | |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | | (300) | | | (1,032) | | | — | | | — | |
Loss on extinguishment of debt | | 13,090 | | | 58 | | | 817 | | | — | |
Other (income) expense | | (309) | | | 16 | | | (435) | | | (119) | |
Expenses attributable to 2023 proxy contest and related litigation [3] | | — | | | — | | | — | | | 14 | |
Expenses attributable to European tax restructuring [4] | | 16 | | | 469 | | | 2,169 | | | — | |
Transition costs related to the Merger and Internalization [5] | | 995 | | | 2,826 | | | 2,484 | | | — | |
Adjusted EBITDA | | 153,568 | | | 155,333 | | | 158,055 | | | 88,930 | |
Operating fees to related parties | | — | | | — | | | (580) | | | 8,652 | |
General and administrative | | 15,196 | | | 16,177 | | | 16,867 | | | 6,977 | |
Expenses attributable to 2023 proxy contest and related litigation [3] | | — | | | — | | | — | | | (14) | |
Expenses attributable to European tax restructuring [4] | | (16) | | | (469) | | | (2,169) | | | — | |
Transition costs related to the Merger and Internalization [5] | | (995) | | | (2,826) | | | (2,484) | | | — | |
NOI | | 167,753 | | | 168,215 | | | 169,689 | | | 104,545 | |
Amortization related to above- and below-market lease intangibles and right-of-use assets, net | | 1,901 | | | 2,225 | | | 1,907 | | | 1,444 | |
Straight-line rent | | (5,349) | | | (4,562) | | | (6,720) | | | (2) | |
Cash NOI | | $ | 164,305 | | | $ | 165,878 | | | $ | 164,876 | | | $ | 105,987 | |
| | | | | | | | |
Cash Paid for Interest: | | | | | | | | |
Interest Expense | | $ | 89,815 | | | $ | 82,753 | | | $ | 83,575 | | | $ | 41,161 | |
Non-cash portion of interest expense | | (2,580) | | | (2,394) | | | (2,408) | | | (2,046) | |
Amortization of discounts on mortgages and senior notes | | (24,080) | | | (15,338) | | | (15,078) | | | (3,374) | |
Total cash paid for interest | | $ | 63,155 | | | $ | 65,021 | | | $ | 66,089 | | | $ | 35,741 | |
________
[1]For the three months ended June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, these costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.
[2]In the three months ended September 30, 2023, we recognized these settlement costs which include one-half of the reasonable, documented, out-of-pocket expenses (including legal fees) incurred by the Blackwells/Related Parties in connection with the proxy contest and related litigation as well as expense for Common Stock issued to the Blackwells/Related Parties, as required under the cooperation agreement with the Blackwells/Related Parties.
[3]Amounts relate to costs incurred for the 2023 proxy that were specifically related to our 2023 proxy contest and related Blackwells litigation. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for these amounts.
[4]Amounts relate 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 these amounts.
[5] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance 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 these amounts.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Non-GAAP Measures
Amounts in thousands, except per share data
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | June 30, 2024 | | March 31, 2024 | | December 31, 2023 | | September 30, 2023 |
Funds from operations (FFO): | | | | | | | | |
Net loss attributable to common stockholders (in accordance with GAAP) | | $ | (46,600) | | | $ | (34,687) | | | $ | (59,514) | | | $ | (142,488) | |
Impairment charges | | 27,402 | | | 4,327 | | | 2,978 | | | 65,706 | |
Depreciation and amortization | | 89,493 | | | 92,000 | | | 98,713 | | | 49,232 | |
(Gain) loss on dispositions of real estate investments | | (34,102) | | | (5,867) | | | 988 | | | 684 | |
FFO (as defined by NAREIT) attributable to common stockholders | | 36,193 | | | 55,773 | | | 43,165 | | | (26,866) | |
Merger, transaction and other costs [1] | | 1,572 | | | 761 | | | 4,349 | | | 43,765 | |
Settlement costs [2] | | — | | | — | | | — | | | 14,643 | |
Loss on extinguishment of debt | | 13,090 | | | 58 | | | 817 | | | — | |
Core FFO attributable to common stockholders | | 50,855 | | | 56,592 | | | 48,331 | | | 31,542 | |
Non-cash equity-based compensation | | 2,340 | | | 1,973 | | | 1,058 | | | 10,444 | |
Non-cash portion of interest expense | | 2,580 | | | 2,394 | | | 2,408 | | | 2,046 | |
Amortization related to above and below-market lease intangibles and right-of-use assets, net | | 1,901 | | | 2,225 | | | 1,907 | | | 1,444 | |
Straight-line rent | | (5,349) | | | (4,562) | | | (6,720) | | | (2) | |
| | | | | | | | |
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness | | (300) | | | (1,032) | | | — | | | — | |
Eliminate unrealized (gains) losses on foreign currency transactions [3] | | (230) | | | (1,259) | | | 4,941 | | | (1,933) | |
Amortization of discounts on mortgages and senior notes | | 24,080 | | | 15,338 | | | 15,078 | | | 3,374 | |
Expenses attributable to 2023 proxy contest and related litigation [4] | | — | | | — | | | — | | | 14 | |
Expenses attributable to European tax restructuring [5] | | 16 | | | 469 | | | 2,169 | | | — | |
Transition costs related to the Merger and Internalization [6] | | 995 | | | 2,826 | | | 2,484 | | | — | |
Forfeited disposition deposit [7] | | (196) | | | — | | | — | | | — | |
Adjusted funds from operations (AFFO) attributable to common stockholders | | $ | 76,692 | | | $ | 74,964 | | | $ | 71,656 | | | $ | 46,929 | |
| | | | | | | | |
Weighted average common shares outstanding — Basic and Diluted | | 230,381 | | | 230,320 | | | 230,320 | | | 130,825 | |
| | | | | | | | |
Net loss per share attributable to common shareholders | | $ | (0.20) | | | $ | (0.15) | | | $ | (0.26) | | | $ | (1.11) | |
FFO per diluted common share | | $ | 0.16 | | | $ | 0.24 | | | $ | 0.19 | | | $ | (0.21) | |
Core FFO per diluted common share | | $ | 0.22 | | | $ | 0.25 | | | $ | 0.21 | | | $ | 0.24 | |
AFFO per diluted common share | | $ | 0.33 | | | $ | 0.33 | | | $ | 0.31 | | | $ | 0.36 | |
Dividends declared to common stockholders | | $ | 63,754 | | | $ | 81,923 | | | $ | 81,891 | | | $ | 41,978 | |
________
[1]For the three months ended June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, these costs primarily consist of advisory, legal and other professional costs that were directly related to the REIT Merger and Internalization Merger.
[2]In the three months ended September 30, 2023, we recognized these settlement costs which include one-half of the reasonable, documented, out-of-pocket expenses (including legal fees) incurred by the Blackwells/Related Parties in connection with the proxy contest and related litigation as well as expense for Common Stock issued/to be issued to the Blackwells/Related Parties, as required under the cooperation agreement with the Blackwells/Related Parties.
[3]For AFFO purposes, we add back unrealized (gain) loss. For the three months ended June 30, 2024, the gain on derivative instruments was $0.5 million which consisted of unrealized gains of $0.2 million and realized gains of $0.3 million. For the three months ended March 31, 2024, the gain on derivative instruments was $1.6 million which consisted of unrealized gains of $1.3 million and realized gains of $0.3 million. 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. For the three months ended September 30, 2023, the gain on derivative instruments was $3.2 million which consisted of unrealized gains of $1.9 million and realized gains of $1.3 million.
[4]Amounts relate to costs incurred for the 2023 proxy that were specifically related to our 2023 proxy contest and related Blackwells litigation. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
[5]Amounts relate 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 these amounts.
[6] Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii) insurance premiums related to expiring directors and officers insurance of former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for these amounts.
[7] Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Debt Overview
As of June 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year of Maturity | | Number of Encumbered Properties [1] | | Weighted-Average Debt Maturity (Years) [1] | | Weighted-Average Interest Rate [2] | | Total Outstanding Balance [3] (In thousands) | | Percent |
Non-Recourse Debt | | | | | | | | | | |
2024 (remainder) | | — | | | — | | | — | % | | $ | 589 | | | |
2025 | | 334 | | | 1.1 | | | 3.8 | % | | 527,617 | | | |
2026 | | 96 | | | 1.9 | | | 3.8 | % | | 107,046 | | | |
2027 | | 10 | | | 3.4 | | | 4.4 | % | | 163,191 | | | |
2028 | | 125 | | | 3.9 | | | 4.2 | % | | 530,042 | | | |
2029 | | 151 | | | 4.9 | | | 5.0 | % | | 662,417 | | | |
Thereafter | | 106 | | | 6.2 | | | 5.3 | % | | 400,986 | | | |
Total Non-Recourse Debt | | 822 | | | 3.7 | | | 4.5 | % | | 2,391,888 | | | 47 | % |
| | | | | | | | | | |
Recourse Debt | | | | | | | | | | |
2026 - Revolving Credit Facility | | | | 2.3 | | | 5.4 | % | | 1,735,603 | | | |
2027 - 3.75% Senior Notes | | | | 3.5 | | | 3.8 | % | | 500,000 | | | |
2028 - 4.50% Senior Notes | | | | 4.3 | | | 4.5 | % | | 500,000 | | | |
Total Recourse Debt | | | | 2.9 | | | 5.0 | % | | 2,735,603 | | | 53 | % |
| | | | | | | | | | |
Total Debt | | | | 3.3 | | | 4.7 | % | | $ | 5,127,491 | | | 100 | % |
| | | | | | | | | | |
Total Debt by Currency | | | | | | | | Percent | | |
USD | | | | | | | | 80 | % | | |
EUR | | | | | | | | 10 | % | | |
GBP | | | | | | | | 9 | % | | |
CAD | | | | | | | | 1 | % | | |
Total | | | | | | | | 100 | % | | |
Footnotes:
[1]For non-recourse debt, amounts are shown within the year that the loan fully matures.
[2]As of June 30, 2024, the Company’s total combined debt was 90.0% fixed rate or swapped to a fixed rate and 10.0% floating rate.
[3]Excludes the effect of mortgage discounts and deferred financing costs, net. Current balances as of June 30, 2024 are shown in the year the debt matures.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Future Minimum Lease Rents
As of June 30, 2024
Amounts in thousands
| | | | | | | | |
| | Future Minimum Base Rent Payments [1] |
2024 (remainder) | | $ | 330,607 | |
2025 | | 640,453 | |
2026 | | 595,431 | |
2027 | | 535,019 | |
2028 | | 470,236 | |
2029 | | 382,853 | |
Thereafter | | 1,791,675 | |
Total | | $ | 4,746,274 | |
Footnotes:
[1]Base rent assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.07 for EUR and C$1.00 to $0.73 as of June 30, 2024 for illustrative purposes, as applicable.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Diversification by Property Type/Segment
As of June 30, 2024
Amounts in thousands, except percentages
Based on Annualized Straight-Line Rent:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio | | | Unencumbered Portfolio [2] |
Property Type/Segment | | Annualized SL Rent [1] | | SL Rent Percent | | Square Feet | | Sq. ft. Percent | | | Annualized SL Rent [1] | | SL Rent Percent | | Square Feet | | Sq. ft. Percent |
Industrial & Distribution | | $ | 216,894 | | | 31 | % | | 32,086 | | | 50 | % | | | $ | 124,522 | | | 32 | % | | 18,626 | | | 50 | % |
Multi-Tenant Retail | | 199,639 | | | 28 | % | | 16,051 | | | 25 | % | | | 127,237 | | | 33 | % | | 10,511 | | | 28 | % |
Single-Tenant Retail | | 145,584 | | | 21 | % | | 7,671 | | | 12 | % | | | 35,521 | | | 9 | % | | 2,462 | | | 7 | % |
Office | | 140,760 | | | 20 | % | | 8,527 | | | 13 | % | | | 103,704 | | | 26 | % | | 5,634 | | | 15 | % |
Total | | $ | 702,877 | | | 100 | % | | 64,335 | | | 100 | % | | | $ | 390,984 | | | 100 | % | | 37,233 | | | 100 | % |
Footnotes:
[1]SL Rent (Straight-line rent) is on an annualized basis and assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.07 for EUR and C$1.00 to $0.73 as of June 30, 2024 for illustrative purposes, as applicable.
[2] Includes properties on the credit facility borrowing base.
Based on Annualized Base Rent:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio | | | Unencumbered Portfolio [2] |
Property Type/Segment | | Annualized Base Rent [1] | | Base Rent Percent | | Square Feet | | Sq. ft. Percent | | | Annualized Base Rent [1] | | Base Rent Percent | | Square Feet | | Sq. ft. Percent |
Industrial & Distribution | | $ | 209,941 | | | 31 | % | | 32,086 | | | 50 | % | | | $ | 119,548 | | | 31 | % | | 18,626 | | | 50 | % |
Multi-Tenant Retail | | 198,592 | | | 29 | % | | 16,051 | | | 25 | % | | | 127,527 | | | 33 | % | | 10,511 | | | 28 | % |
Single-Tenant Retail | | 134,538 | | | 19 | % | | 7,671 | | | 12 | % | | | 34,531 | | | 9 | % | | 2,462 | | | 7 | % |
Office | | 142,849 | | | 21 | % | | 8,527 | | | 13 | % | | | 104,458 | | | 27 | % | | 5,634 | | | 15 | % |
Total | | $ | 685,920 | | | 100 | % | | 64,335 | | | 100 | % | | | $ | 386,064 | | | 100 | % | | 37,233 | | | 100 | % |
[1]Annualized Base Rent is on an annualized basis and assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.07 for EUR and C$1.00 to $0.73 as of June 30, 2024 for illustrative purposes, as applicable.
[2] Includes properties on the credit facility borrowing base.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Diversification by Tenant Industry
As of June 30, 2024
Amounts in thousands, except percentages
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio | | | Unencumbered Portfolio [3] |
Industry Type | | Annualized SL Rent [1] | | SL Rent Percent | | Leased Square Feet | | Sq. ft. Percent | | | Annualized SL Rent [1] | | SL Rent Percent | | Leased Square Feet | | Sq. ft. Percent |
Financial Services | | $ | 45,994 | | | 7 | % | | 3,164 | | | 5 | % | | | $ | 44,454 | | | 11 | % | | 2,943 | | | 9 | % |
Auto Manufacturing | | 42,299 | | | 6 | % | | 4,237 | | | 7 | % | | | 24,893 | | | 6 | % | | 1,736 | | | 5 | % |
Healthcare | | 39,713 | | | 6 | % | | 1,721 | | | 3 | % | | | 12,285 | | | 3 | % | | 584 | | | 2 | % |
Discount Retail | | 37,775 | | | 5 | % | | 3,797 | | | 6 | % | | | 14,290 | | | 4 | % | | 1,329 | | | 4 | % |
Specialty Retail | | 32,177 | | | 5 | % | | 2,723 | | | 5 | % | | | 18,626 | | | 5 | % | | 1,647 | | | 5 | % |
Gas/Convenience | | 28,840 | | | 4 | % | | 665 | | | 1 | % | | | 3,597 | | | 1 | % | | 79 | | | — | % |
Freight | | 22,308 | | | 3 | % | | 2,515 | | | 4 | % | | | 6,145 | | | 2 | % | | 624 | | | 2 | % |
Consumer Goods | | 22,011 | | | 3 | % | | 4,705 | | | 8 | % | | | 20,427 | | | 5 | % | | 4,036 | | | 12 | % |
Home Improvement | | 19,979 | | | 3 | % | | 2,496 | | | 4 | % | | | 7,522 | | | 2 | % | | 396 | | | 1 | % |
Quick Service Restaurant | | 19,130 | | | 3 | % | | 558 | | | 1 | % | | | 3,685 | | | 1 | % | | 101 | | | — | % |
Other [2] | | 392,651 | | | 55 | % | | 33,875 | | | 56 | % | | | 235,060 | | | 60 | % | | 20,485 | | | 60 | % |
Total | | $ | 702,877 | | | 100 | % | | 60,456 | | | 100 | % | | | $ | 390,984 | | | 100 | % | | 33,960 | | | 100 | % |
Footnotes:
[1]SL Rent (Straight-line rent) is on an annualized basis and assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.07 for EUR and C$1.00 to $0.73 as of June 30, 2024 for illustrative purposes, as applicable.
[2]Other includes 82 industry types as of June 30, 2024.
[3]Includes properties on the credit facility borrowing base.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Top Twenty Tenants
As of June 30, 2024
Amounts in thousands, except percentages
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Tenant / Lease Guarantor | | Property Type/Segment | | Tenant Industry | | Annualized SL Rent [1] | | SL Rent Percent |
Imperial Reliance, LLC | | Single Tenant Retail | | Gas/Convenience | | $ | 22,465 | | | 3.2 | % |
FedEx | | Industrial & Distribution | | Freight | | 19,449 | | | 2.8 | % |
McLaren | | Industrial & Distribution | | Auto Manufacturing | | 19,432 | | | 2.8 | % |
Fresenius | | Single Tenant Retail | | Healthcare | | 15,147 | | | 2.2 | % |
Whirlpool | | Industrial & Distribution | | Consumer Goods | | 14,688 | | | 2.1 | % |
Home Depot | | Industrial & Distribution/Multi-Tenant Retail | | Home Improvement | | 13,681 | | | 1.9 | % |
Foster Wheeler | | Office | | Engineering | | 11,190 | | | 1.6 | % |
Government Services Administration (GSA) | | Office | | Government | | 11,017 | | | 1.6 | % |
PetSmart | | Multi Tenant Retail | | Pet Supplies | | 10,292 | | | 1.5 | % |
FCA USA | | Industrial & Distribution | | Auto Manufacturing | | 10,147 | | | 1.4 | % |
ING Bank | | Office | | Financial Services | | 10,063 | | | 1.4 | % |
Dollar General | | Single Tenant Retail | | Discount Retail | | 9,745 | | | 1.4 | % |
Truist Bank | | Single Tenant Retail | | Retail Banking | | 9,358 | | | 1.3 | % |
Broadridge Financial Solutions | | Industrial & Distribution | | Financial Services | | 9,332 | | | 1.3 | % |
Dick's Sporting Goods | | Multi Tenant Retail | | Sporting Goods | | 8,509 | | | 1.2 | % |
The Kroger Co. of Michigan | | Industrial & Distribution | | Logistics | | 8,500 | | | 1.2 | % |
Contractors Steel | | Industrial & Distribution | | Metal Processing | | 7,952 | | | 1.1 | % |
Finnair | | Industrial & Distribution | | Aerospace | | 7,711 | | | 1.1 | % |
Kohl's Corporation | | Multi Tenant Retail | | Department Store | | 6,981 | | | 1.0 | % |
Best Buy | | Multi Tenant Retail | | Wireless / Electronics | | 6,910 | | | 1.0 | % |
Subtotal | | | | | | 232,569 | | | 33.1 | % |
| | | | | | | | |
Remaining portfolio | | | | | | 470,308 | | | 66.9 | % |
| | | | | | | | |
Total Portfolio | | | | | | $ | 702,877 | | | 100 | % |
Footnotes:
[1]SL Rent (Straight-line rent) is on an annualized basis and assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.07 for EUR and C$1.00 to $0.73 as of June 30, 2024 for illustrative purposes, as applicable.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Diversification by Geography — As of June 30, 2024 (Amounts in thousands, except percentages)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Portfolio | | | Unencumbered Portfolio [2] |
Region | | Annualized SL Rent [1] | | SL Rent Percent | | Square Feet | | Sq. ft. Percent | | | Annualized SL Rent [1] | | SL Rent Percent | | Square Feet | | Sq. ft. Percent |
United States | | $ | 558,187 | | | 79.6 | % | | 52,800 | | | 82.3 | % | | | $ | 259,547 | | | 66.2 | % | | 27,154 | | | 72.9 | % |
Michigan | | 61,342 | | | 8.7 | % | | 6,859 | | | 10.7 | % | | | 22,779 | | | 5.8 | % | | 2,824 | | | 7.6 | % |
Texas | | 44,722 | | | 6.4 | % | | 3,250 | | | 5.1 | % | | | 19,605 | | | 5.0 | % | | 1,680 | | | 4.5 | % |
Ohio | | 40,811 | | | 5.8 | % | | 5,936 | | | 9.2 | % | | | 23,729 | | | 6.1 | % | | 4,012 | | | 10.8 | % |
Georgia | | 32,872 | | | 4.7 | % | | 2,384 | | | 3.7 | % | | | 6,797 | | | 1.7 | % | | 487 | | | 1.3 | % |
North Carolina | | 32,201 | | | 4.6 | % | | 4,605 | | | 7.2 | % | | | 14,209 | | | 3.6 | % | | 3,031 | | | 8.1 | % |
Illinois | | 27,487 | | | 3.9 | % | | 2,796 | | | 4.3 | % | | | 16,992 | | | 4.3 | % | | 1,900 | | | 5.1 | % |
Alabama | | 24,216 | | | 3.4 | % | | 2,036 | | | 3.2 | % | | | 10,382 | | | 2.7 | % | | 973 | | | 2.6 | % |
Florida | | 23,846 | | | 3.4 | % | | 1,614 | | | 2.5 | % | | | 13,423 | | | 3.4 | % | | 946 | | | 2.5 | % |
California | | 21,948 | | | 3.1 | % | | 1,520 | | | 2.4 | % | | | 20,418 | | | 5.2 | % | | 1,240 | | | 3.3 | % |
South Carolina | | 20,470 | | | 2.9 | % | | 2,335 | | | 3.6 | % | | | 4,764 | | | 1.2 | % | | 558 | | | 1.5 | % |
Kentucky | | 19,268 | | | 2.7 | % | | 1,507 | | | 2.3 | % | | | 8,774 | | | 2.2 | % | | 755 | | | 2.0 | % |
Pennsylvania | | 17,441 | | | 2.5 | % | | 1,274 | | | 2.0 | % | | | 8,489 | | | 2.2 | % | | 602 | | | 1.6 | % |
Indiana | | 16,628 | | | 2.4 | % | | 2,425 | | | 3.8 | % | | | 10,118 | | | 2.6 | % | | 1,359 | | | 3.7 | % |
Oklahoma | | 14,643 | | | 2.1 | % | | 1,187 | | | 1.8 | % | | | 6,199 | | | 1.6 | % | | 564 | | | 1.5 | % |
Missouri | | 14,484 | | | 2.1 | % | | 1,221 | | | 1.9 | % | | | 7,716 | | | 2.0 | % | | 612 | | | 1.6 | % |
Louisiana | | 11,720 | | | 1.7 | % | | 862 | | | 1.3 | % | | | 3,428 | | | 0.9 | % | | 369 | | | 1.0 | % |
Tennessee | | 11,123 | | | 1.6 | % | | 1,302 | | | 2.0 | % | | | 6,902 | | | 1.8 | % | | 673 | | | 1.8 | % |
Massachusetts | | 10,955 | | | 1.6 | % | | 1,007 | | | 1.6 | % | | | 10,226 | | | 2.6 | % | | 969 | | | 2.6 | % |
New Jersey | | 10,057 | | | 1.4 | % | | 430 | | | 0.7 | % | | | — | | | — | % | | — | | | — | % |
New York | | 9,008 | | | 1.3 | % | | 1,073 | | | 1.7 | % | | | 4,226 | | | 1.1 | % | | 356 | | | 1.0 | % |
Wisconsin | | 8,504 | | | 1.2 | % | | 664 | | | 1.0 | % | | | 5,227 | | | 1.3 | % | | 359 | | | 1.0 | % |
Nevada | | 8,267 | | | 1.2 | % | | 423 | | | 0.7 | % | | | 344 | | | 0.1 | % | | 14 | | | — | % |
Kansas | | 8,142 | | | 1.2 | % | | 692 | | | 1.1 | % | | | 3,220 | | | 0.8 | % | | 293 | | | 0.8 | % |
Arkansas | | 7,748 | | | 1.1 | % | | 486 | | | 0.8 | % | | | 5,614 | | | 1.4 | % | | 398 | | | 1.1 | % |
Mississippi | | 7,682 | | | 1.1 | % | | 623 | | | 1.0 | % | | | 542 | | | 0.1 | % | | 23 | | | 0.1 | % |
Maryland | | 4,827 | | | 0.7 | % | | 419 | | | 0.7 | % | | | 1,849 | | | 0.5 | % | | 170 | | | 0.5 | % |
Connecticut | | 4,598 | | | 0.7 | % | | 402 | | | 0.6 | % | | | 2,742 | | | 0.7 | % | | 305 | | | 0.8 | % |
New Mexico | | 4,532 | | | 0.6 | % | | 415 | | | 0.6 | % | | | 2,721 | | | 0.7 | % | | 301 | | | 0.8 | % |
Virginia | | 4,204 | | | 0.6 | % | | 326 | | | 0.5 | % | | | 2,492 | | | 0.6 | % | | 230 | | | 0.6 | % |
Iowa | | 3,841 | | | 0.5 | % | | 402 | | | 0.6 | % | | | 2,365 | | | 0.6 | % | | 269 | | | 0.7 | % |
Minnesota | | 3,321 | | | 0.5 | % | | 335 | | | 0.5 | % | | | 1,124 | | | 0.3 | % | | 210 | | | 0.6 | % |
Colorado | | 3,201 | | | 0.5 | % | | 138 | | | 0.2 | % | | | 2,694 | | | 0.7 | % | | 94 | | | 0.3 | % |
West Virginia | | 3,134 | | | 0.4 | % | | 345 | | | 0.5 | % | | | 354 | | | 0.1 | % | | 47 | | | 0.1 | % |
New Hampshire | | 2,917 | | | 0.4 | % | | 345 | | | 0.5 | % | | | 2,380 | | | 0.6 | % | | 256 | | | 0.7 | % |
Maine | | 2,323 | | | 0.3 | % | | 76 | | | 0.1 | % | | | 2,121 | | | 0.5 | % | | 64 | | | 0.2 | % |
Rhode Island | | 2,207 | | | 0.3 | % | | 107 | | | 0.2 | % | | | 772 | | | 0.2 | % | | 21 | | | 0.1 | % |
North Dakota | | 1,855 | | | 0.3 | % | | 193 | | | 0.3 | % | | | 925 | | | 0.2 | % | | 47 | | | 0.1 | % |
Wyoming | | 1,840 | | | 0.3 | % | | 103 | | | 0.2 | % | | | — | | | — | % | | — | | | — | % |
Nebraska | | 1,761 | | | 0.3 | % | | 113 | | | 0.2 | % | | | 794 | | | 0.2 | % | | 39 | | | 0.1 | % |
Montana | | 1,663 | | | 0.2 | % | | 100 | | | 0.2 | % | | | — | | | — | % | | — | | | — | % |
South Dakota | | 1,489 | | | 0.2 | % | | 101 | | | 0.2 | % | | | 1,125 | | | 0.3 | % | | 54 | | | 0.1 | % |
Utah | | 1,444 | | | 0.2 | % | | 53 | | | 0.1 | % | | | 329 | | | 0.1 | % | | 12 | | | — | % |
Vermont | | 1,338 | | | 0.2 | % | | 235 | | | 0.4 | % | | | 102 | | | — | % | | 22 | | | 0.1 | % |
Idaho | | 731 | | | 0.1 | % | | 36 | | | 0.1 | % | | | 198 | | | 0.1 | % | | 6 | | | — | % |
Alaska | | 424 | | | 0.1 | % | | 9 | | | — | % | | | — | | | — | % | | — | | | — | % |
Arizona | | 366 | | | 0.1 | % | | 22 | | | — | % | | | — | | | — | % | | — | | | — | % |
Delaware | | 337 | | | — | % | | 10 | | | — | % | | | 337 | | | 0.1 | % | | 10 | | | — | % |
Washington, DC | | 249 | | | — | % | | 4 | | | — | % | | | — | | | — | % | | — | | | — | % |
United Kingdom | | 79,856 | | | 11.4 | % | | 5,204 | | | 8.1 | % | | | 79,859 | | | 20.4 | % | | 5,205 | | | 14.0 | % |
Netherlands | | 16,330 | | | 2.3 | % | | 1,007 | | | 1.6 | % | | | 16,330 | | | 4.2 | % | | 1,007 | | | 2.7 | % |
Finland | | 13,256 | | | 1.9 | % | | 1,457 | | | 2.3 | % | | | — | | | — | % | | — | | | — | % |
Germany | | 10,220 | | | 1.5 | % | | 1,584 | | | 2.5 | % | | | 10,220 | | | 2.6 | % | | 1,584 | | | 4.3 | % |
France | | 7,677 | | | 1.1 | % | | 1,416 | | | 2.2 | % | | | 7,677 | | | 2.0 | % | | 1,416 | | | 3.8 | % |
Channel Islands | | 5,979 | | | 0.9 | % | | 114 | | | 0.2 | % | | | 5,979 | | | 1.5 | % | | 114 | | | 0.3 | % |
Luxembourg | | 5,719 | | | 0.8 | % | | 156 | | | 0.2 | % | | | 5,719 | | | 1.5 | % | | 156 | | | 0.4 | % |
Canada | | 3,034 | | | 0.4 | % | | 372 | | | 0.6 | % | | | 3,034 | | | 0.8 | % | | 372 | | | 1 | % |
Italy | | 2,240 | | | 0.3 | % | | 196 | | | 0.3 | % | | | 2,240 | | | 0.6 | % | | 196 | | | 0.5 | % |
Spain | | 379 | | | 0.1 | % | | 29 | | | — | % | | | 379 | | | 0.1 | % | | 29 | | | 0.1 | % |
Total | | $ | 702,877 | | | 100 | % | | 64,335 | | | 100 | % | | | $ | 390,984 | | | 100 | % | | 37,233 | | | 100 | % |
Footnotes:[1]SL Rent (Straight-line rent) is on an annualized basis and assumes exchange rates of £1.00 to $1.26 for GBP, €1.00 to $1.07 for EUR and C$1.00 to $0.73 as of June 30, 2024 for illustrative purposes, as applicable.
| | | | | | | | |
Global Net Lease, Inc. |
Supplemental Information |
Quarter ended June 30, 2024 (Unaudited) |
Lease Expirations
As of June 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year of Expiration | | Number of Leases Expiring | | Annualized SL Rent [1] | | Annualized SL Rent Percent | | Leased Square Feet | | Percent of Rentable Square Feet Expiring |
| | | | (In thousands) | | | | (In thousands) | | |
2024 (Remaining) | | 86 | | $ | 27,561 | | | 3.9 | % | | 1,296 | | | 2.0 | % |
2025 | | 207 | | 52,228 | | | 7.4 | % | | 4,769 | | | 8.0 | % |
2026 | | 226 | | 60,770 | | | 8.6 | % | | 4,312 | | | 7.0 | % |
2027 | | 270 | | 59,647 | | | 8.5 | % | | 5,457 | | | 9.0 | % |
2028 | | 323 | | 88,680 | | | 12.6 | % | | 8,951 | | | 15.0 | % |
2029 | | 301 | | 88,819 | | | 12.6 | % | | 8,575 | | | 14.0 | % |
2030 | | 147 | | 57,199 | | | 8.1 | % | | 4,352 | | | 7.0 | % |
2031 | | 81 | | 33,220 | | | 4.7 | % | | 5,208 | | | 9.0 | % |
2032 | | 100 | | 37,108 | | | 5.3 | % | | 3,048 | | | 5.0 | % |
2033 | | 98 | | 38,566 | | | 5.5 | % | | 2,844 | | | 5.0 | % |
2034 | | 75 | | 26,731 | | | 3.8 | % | | 1,799 | | | 3.0 | % |
2034 | | 30 | | 15,442 | | | 2.2 | % | | 1,399 | | | 2.0 | % |
2036 | | 47 | | 10,747 | | | 1.5 | % | | 1,016 | | | 2.0 | % |
2037 | | 24 | | 3,762 | | | 0.5 | % | | 235 | | | — | % |
2038 | | 139 | | 31,056 | | | 4.4 | % | | 1,849 | | | 3.0 | % |
Thereafter (>2038) | | 239 | | 71,341 | | | 10.3 | % | | 5,346 | | | 9.2 | % |
Total | | 2,393 | | $ | 702,877 | | | 100 | % | | 60,456 | | | 100 | % |
Footnotes:
[1]Annualized rental income converted from local currency into USD as of June 30, 2024 for the in-place lease in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.
v3.24.2.u1
Cover Page Document
|
Aug. 06, 2024 |
Class of Stock [Line Items] |
|
Document Type |
8-K
|
Document Period End Date |
Aug. 06, 2024
|
Entity Registrant Name |
Global Net Lease, Inc.
|
Entity Incorporation, State or Country Code |
MD
|
Entity File Number |
001-37390
|
Entity Tax Identification Number |
45-2771978
|
Entity Address, Address Line One |
650 Fifth Avenue, 30th Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10019
|
City Area Code |
332
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Local Phone Number |
265-2020
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Common Stock |
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Class of Stock [Line Items] |
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Common Stock, $0.01 par value per share
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Trading Symbol |
GNL
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Security Exchange Name |
NYSE
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Series A Preferred Stock |
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Class of Stock [Line Items] |
|
Title of 12(b) Security |
7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
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Trading Symbol |
GNL PR A
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Security Exchange Name |
NYSE
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Class of Stock [Line Items] |
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Title of 12(b) Security |
6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
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GNL PR B
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NYSE
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Title of 12(b) Security |
7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
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GNL PR D
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NYSE
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Title of 12(b) Security |
7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
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GNL PR E
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NYSE
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