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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):
September 18, 2023
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in 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, including zip code, of Principal Executive Offices) |
Registrant’s telephone number,
including area code: (212) 415-6500
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
|
Trading
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 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 7.01. Regulation
FD Disclosure.
Investor Presentation
On
September 18, 2023, Global Net Lease, Inc. (“GNL” or the “Company”) prepared an investor presentation that
officers and other representatives of the Company intend to present at conferences and meetings. A copy of the investor presentation is
furnished as Exhibit 99.1 of this Current Report on Form 8-K. The information set forth in Item 7.01 of this Current
Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1,
shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless
of any general incorporation language in such filing.
Item 8.01 Other Events.
Risk Factor Update
As previously announced, on
September 12, 2023, the Company completed its merger with The Necessity Retail REIT, Inc. (“RTL”)(“REIT Merger”)
and the internalization of the Company’s advisory and property management functions (collectively with the REIT Merger, the “Transactions”).
The following risk factors
are provided to update and supplement the risk factors of the Company previously disclosed under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2023 and June 30, 2023.
Following the Transactions, we may be unable to integrate the
operations of RTL and the other entities we acquired in the Transactions successfully and may not realize the anticipated synergies and
other benefits of the Transactions or do so within the anticipated time frame.
Prior to the Transactions,
we and RTL were externally-managed REITs. Neither of us had employees, other than a limited tax-service employee in Europe that we employed.
After the Internalization Merger, we became an internally-managed REIT and are responsible for hiring and maintaining our own workforce
to facilitate the advisory and property management services. Because we are now internally managed, we are responsible for directly compensating
our officers, employees, and consultants, as well as paying overhead expenses associated with our workforce. There is no assurance that
we will realize all, or any, of the anticipated cost-saving synergies. Specifically, we are subject to potential liabilities that are
commonly faced by employers, such as workers’ disability and compensation claims, potential labor disputes, and other employee-related
liabilities and grievances. We bear the cost of establishing and maintaining employee compensation plans. In addition, as we have never
previously operated as a self-managed REIT, we may encounter unforeseen costs, expenses, and difficulties associated with providing these
services on a self-advised basis.
In addition, the REIT Merger
involved the combination of two companies that previously operated as independent public companies, together with their respective operating
partnerships. We may encounter difficulties and unexpected costs in the integration process, including: the inability to sell assets;
economic or industry downturns, including interest rate increases; potential unknown liabilities; negative market perception of our revised
plan for investment; delays or regulatory conditions associated with the REIT Merger; and performance shortfalls as a result of the diversion
of management’s attention by completing the REIT Merger and executing our business plan.
We have substantial indebtedness.
As part of the REIT Merger,
we assumed all of RTL’s outstanding indebtedness totaling $2.2 billion. We also repaid amounts outstanding on RTL’s credit
facility by borrowing $0.5 billion under our credit facility. On a pro forma basis as of June 30, 2023 after giving effect
to the Transactions, we had $5.3 billion of indebtedness which includes amounts drawn on our credit facility that were used to repay
indebtedness under RTL’s credit facility.
There is no assurance we will
generate sufficient cash flow to pay principal and interest when due on our indebtedness. Our indebtedness could have important consequences,
including:
• vulnerability to general adverse economic and industry
conditions;
• limits on our ability to obtain additional financing
for uses such as to fund future working capital, capital expenditures, acquisitions, and other general corporate requirements;
• requiring the use of a substantial portion of our cash
flow to pay principal and interest reducing cash flow available to pay distributions, fund working capital, acquisitions, capital expenditures,
and general corporate requirements;
• limiting our flexibility in planning for, or reacting
to, changes in the real estate market generally or our properties specifically;
• requiring us to maintain certain debt coverage and
other financial ratios at specified levels, thereby reducing our financial flexibility;
• exposing us to increases in interest rates including
to the extent variable rate debt is reset and not otherwise capped by use of a swap or interest rate hedge;
• requiring us to sell one or more of our properties
at disadvantageous prices in order to pay interest or principal on our indebtedness;
• increasing the risk of an event of default if we fail
to comply with the terms of our debt agreements including timely paying principal and interest when due or failing to comply with the
financial and other restrictive covenants contained in the agreements governing our debt obligations which could result in acceleration
of the debt and foreclosure by lenders on assets securing the debt; and
• putting us at a disadvantage compared to our competitors
with less indebtedness.
Our ability to make scheduled
payments on and to refinance our indebtedness depends on and is subject to our future financial and operating performance, which in turn
is affected by general and regional economic, financial, competitive, business and other factors beyond its control. Our business may
fail to generate sufficient cash flow from operations or future borrowings may be unavailable to us, including under our credit facility
or from other sources in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs.
If we are unable to meet our debt obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a
portion of our debt. We may be unable to refinance any of our debt on commercially reasonable terms or at all. If we were unable to make
payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as asset
sales, equity issuances or negotiations with our lenders to restructure the applicable debt. Our credit facility and the indentures governing
our senior notes restrict, and market or business conditions may limit, our ability to take some or all of these actions. Any restructuring
or refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could
further restrict our business operations. In addition, our credit facility and the indentures governing our senior notes permit us or
our consolidated subsidiaries to incur additional debt, including secured debt, and the amount of additional indebtedness incurred could
be substantial.
As of June 30, 2023, on
a pro forma basis after giving effect to the Transactions, a total of $0.4 billion of our indebtedness bearing interest at a
weighted rate of 3.8% matures in calendar year 2024. Interest rates have increased considerably in the last twelve months and may
continue to increase. The interest rate on any indebtedness we refinance will likely be higher than the rate on the maturing indebtedness.
If we need to repay existing debt during periods of rising interest rates, we may need to post additional collateral or sell one or more
of our investments in properties even though we would not otherwise choose to do so. There is no assurance that we will be able to refinance
any of our indebtedness as it comes due, especially indebtedness secured by mortgages, on favorable terms, or at all. Increases in interest
rates or changes in underwriting standards imposed by lenders may require us to use either cash on hand or raise additional equity to
repay or refinance any indebtedness or for that matter to incur new indebtedness. If we are unable to repay or refinance any indebtedness
secured by mortgages, we may lose the property secured by the mortgage in a foreclosure action.
We have incurred, and may continue
to incur, variable-rate debt. As of June 30, 2023, on a pro forma basis after giving effect to the Transactions, a total of
23% of our debt bore interest at variable rates which averaged 6.3% on a weighted average basis. Increases in interest rates on our variable-rate
debt or any new indebtedness we may incur either as part of a refinancing or a new property acquisition would increase our interest cost.
If we need to repay existing debt during periods of rising interest rates, we may need to post additional collateral or sell one or more
of our investments in properties even though we would not otherwise choose to do so. We have historically entered into, and expects to
continue to enter into, these types of transactions in order to manage or mitigate our interest rate risk on variable rate debt, but there
is no assurance these arrangements will be available on terms and conditions acceptable to us, if at all.
Future sales of common stock by the selling
stockholders may adversely affect the market price of common stock.
AR Global Investments,
LLC and its affiliates acquired 35,339,062 shares of our common stock in connection with the internalization merger and on
conversion of the limited partner units (“LTIPs”). All of these shares have been registered for resale subject to the
terms of the Registration Rights and Stockholders Agreement, dated as of September 12, 2023 between the Company and the selling
stockholders. Future sales of common stock by the selling stockholders may adversely affect the market price of our common stock.
These sales also might make it more difficult for us to sell equity securities in the future at a time and price we deem
appropriate.
The occurrence of a ratings decline may require us to redeem
RTL Senior Notes under the indenture governing the RTL Senior Notes, and we may not have the funds necessary to finance such a redemption.
Under the indenture governing
RTL’s 4.50% Senior Notes due 2028 (the “RTL Senior Notes”), which we assumed in connection with the REIT Merger, we
are required to make an offer to repurchase all outstanding RTL Senior Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest, upon the occurrence of a “Change of Control Triggering Event”, which is defined as both (1) a change
of control and (2) a ratings downgrade on the RTL Senior Notes by at least two out of three applicable rating agencies within 60 days
following the change of control, as compared to the applicable ratings of the RTL Senior Notes 60 days prior to either the date of
the change of control or the date of public notice thereof, in each case subject to certain terms and conditions.
We believe the Transactions
constituted a change of control under the indenture governing the RTL Senior Notes. In the event the Transactions do in fact constitute
a change of control under the indenture, we would be required to redeem the RTL Senior Notes at 101% of the principal amount thereof in
the event a subsequent ratings decline were to occur, as described above.
If required to make an offer,
we may not have sufficient funds, or the ability to raise sufficient funds, to redeem the RTL Senior Notes at the time we are required
to do so. A failure by us to redeem the RTL Senior Notes as required under the indenture would constitute an event of default thereunder,
which in turn would constitute a default under our credit facility.
There is no assurance that we will pay dividends or other distributions
at the rate currently paid by us or at all.
We cannot guarantee that we will be able to pay
dividends or other distributions on a regular basis on our common stock or any series of our preferred stock. Decisions regarding the
frequency and amount of any future dividends we pay on our common stock will remain at all times at the discretion of our board, which
reserves the right to change our dividend policy at any time and for any reason. If we are not able to generate sufficient cash from operations,
we may have to reduce the amount of dividends we pay or identify other financing sources. There can be no assurance that other sources
will be available on favorable terms, or at all.
In addition, following the Transactions, we expect
to declare dividends starting with the third quarter of 2023 at a rate equal to $0.354 per share of common stock (or $1.42 per share on
an annualized basis), which is less than our prior quarterly dividend which was equal to $0.400 per share of common stock (or $1.60 per
share on an annualized basis).
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Investor Presentation |
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. |
|
|
|
Date: September 18, 2023 |
By: |
/s/ James L. Nelson |
|
Name: |
James L. Nelson |
|
Title: |
Co-Chief Executive Officer |
Exhibit 99.1
| Global Net Lease
September 2023
Pictured
– McLaren Campus in Woking, U.K. |
| 1
FORWARD LOOKING STATEMENTS
The statements in this presentation that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results or events to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,”
“estimates,” "expects,” “plans,” “intends,” “would,” or similar expressions indicate a forward-looking statement, although not all forward-looking statements
contain these identifying words. Any statements referring to the future value of an investment in GNL, including the adjustments giving effect to the merger
with The Necessity Retail REIT ("RTL") (the “REIT Merger”) and GNL and RTL becoming internally managed (the “Internalization Merger” and, together
with the REIT Merger, the “Transactions”), all completed on September 12, 2023 as described in GNL's current report on Form 8-K also filed on September
12, 2023, are also forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause GNL’s actual results, or
GNL’s actual results after making adjustments to give effect to the REIT Merger and the Internalization Merger, to differ materially from those contemplated
by such forward-looking statements, including but not limited to: (i) significant transaction costs or unknown or inestimable liabilities, (ii) the risk that RTL’s
business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (iii) risks related to future
opportunities and plans for GNL post-closing, including the uncertainty of expected future financial performance and results of GNL post-closing following
completion of the Transactions, (iv) the effect of the announcement of the proposed transaction on the ability of GNL and RTL to operate their respective
businesses and retain and hire key personnel and to maintain favorable business relationships, (v) the effect of any downgrade of GNL’s or RTL’s corporate
rating or to any of their respective debt or equity securities including the outstanding notes under the RTL Indenture; (vi) risks related to the market value of
the GNL Common Stock, (vii) other risks related to the completion of the Proposed Transactions, (viii) potential adverse effects of the ongoing global
COVID-19 pandemic, including actions taken to contain or treat COVID-19, on RTL, RTL's tenants and the global economy and financial market, as well as
the additional risks, uncertainties and other important factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections of GNL’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February
23, 2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in GNL’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 forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time,
except as required by law.
This presentation contains certain statements that reflect the Company’s hopes, intentions, beliefs, expectations, or projections of the future and might be
considered to be forward-looking statements under federal securities laws. Investors and others are cautioned that any such forward-looking statements are not
guarantees of future performance, and involve risks and uncertainties. The Company’s actual future results may differ significantly from the matters discussed
in these forward-looking statements, and we may not release revisions to these forward-looking statements to reflect changes after we have made the
statements. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates
with respect to those or other forward-looking statements. |
| 2
This presentation also includes estimated projections of future operating results. These projections are not prepared in accordance with published
guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of
financial projections. This information is not fact and should not be relied upon as being necessarily indicative of future results; the projections
were prepared in good faith by management and are based on numerous assumptions that may prove to be wrong. All such statements, including
but not limited to estimates of value accretion, synergies, run-rate figures and results of future operations after making adjustments to give effect
to the Transactions reflect assumptions as to certain business decisions and events that are subject to change. As a result, actual results may differ
materially from those contained in the estimates. Accordingly, there can be no assurance that the estimates will be realized, or that the transactions
described in this presentation, including but not limited to the Transactions, will be realized at all. Important factors that may affect actual results
and cause the projections to not be achieved include, but are not limited to, risks and uncertainties relating to the Company and other factors
described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, and all other filings
with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s
subsequent reports.
This presentation also contains estimates and information concerning our industry and tenants, including market position, market size and growth
rates of the markets in which we operate, that are based on industry publications and other third-party reports. This information involves a
number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the
accuracy or completeness of the data contained in these publications and reports. The industry in which we operate is subject to a high degree of
uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
filed with the SEC on February 23, 2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors
may be updated from time to time in the Company’s subsequent reports.
Credit Ratings
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each rating
agency has its own methodology of assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.
PROJECTIONS |
| 3
MERGER
&
INTERNALIZATION
UPDATE
I |
| REIT MERGER AND INTERNALIZATION UPDATE
4
1. For more information, refer to the Company's filings with the Securities and Exchange Commission, including the updated risk factors on a Form 8-K filed on September 18, 2023.
2. The Q4’23 projected AFFO was calculated using projected cash revenues less projected operating expenses, general and administrative expenses, cash interest, preferred equity dividends, and income taxes and the final calculation
includes all revenue and expenses that are included in our historical calculation of AFFO. The projection did not calculate expense items that are not included in the calculation of AFFO as they are not relevant and as a result it would
take unreasonable effort to calculate them for reconciliation purposes.
3. The Q4’23 projected Adjusted EBITDA was calculated using projected revenue less projected general and administrative expenses and the final calculation includes all revenue and expenses that are included in our historical calculation
of Adjusted EBITDA. The projection did not calculate expense items that are not included in the calculation of Adjusted EBITDA and as a result it would take unreasonable effort to calculate them for reconciliation purposes.
REIT Merger and Internalization Update(1)
▪ The Merger and Internalization transactions closed on September 12, 2023
▪ Highly differentiated, global net lease platform benefiting from substantial scale and cost savings
▪ Accretive transaction has created the third largest listed net lease REIT with global presence
▪ Internalized management and further enhanced corporate governance
▪ Approximately $75 million in expected annual cost savings
▪ 9% accretive to annualized AFFO per share in the first quarter after closing, compared to Q1’23(2)
▪ Net debt to adjusted annualized EBITDA expected to be reduced to 7.6x in Q4’23(3)
GNL has completed its merger with RTL, internalized management,
and enhanced corporate governance |
| 5
STRATEGIC RATIONALE AND BENEFITS
OF MERGER AND INTERNALIZATION
Sector Leading Diversified
Net Lease REIT
• Considerably increased size, scale, and prominence of Global Net Lease, Inc. (“GNL”) with $9.5 billion of real
estate assets on a combined company basis(1)(5)
• GNL is the 3rd largest publicly-traded net lease REIT with a global presence and the 4th largest publicly-traded
net lease REIT(5)
Enhanced Portfolio
• Greater diversity by geography, asset type, tenant, and industry, spanning industrial, retail, and office assets
across North America and Europe
• Concentration risk mitigated through new tenants, property types, and markets with limited integration risk
Positioned for Growth
• Deeper tenant relationships and the ability to leverage GNL and RTL track records of sourcing additional
acquisitions and strong leasing growth
• Larger asset base allows for greater balance sheet flexibility and ability to grow and optimize portfolio
• Scaled capital structure enables greater access to capital
Immediate AFFO Accretion
and Reduced Leverage
• +9% accretive relative to GNL’s Q1’23 AFFO per share on an annualized basis(2)(5)(6)(7)(8)
• Net debt to adj. annualized EBITDA reduced from 8.3x in Q2’23 to estimated 7.6x in Q4’23(3)(5)(6)(8)
Enhanced Corporate
Governance
• Opted out of the classified board provision of the Maryland Unsolicited Takeovers Act (“MUTA”)
• Declassified Board of Directors, seven of the nine directors now stand for election to annual terms at the 2024
annual meeting of stockholders, and all nine directors will stand for election to annual terms at the 2025 annual
meeting
• Company’s Stockholder Rights Plan Repealed (commonly referred to in the industry as a “poison pill”)
• Amended bylaws to delete the requirement that up to two board members to be “managing directors”
Internalization of
Management(5)
• Supplements accretion from Merger synergies through elimination of all management fees
• Significantly reduced operating expense increases cash flow to fund debt repayment, acquisitions, and increase
dividend coverage
• Internally managed peers trade at a 12.8x 2024E AFFO multiple compared to 8.4x for externally managed net
lease REITs(4)(7)
Source: FactSet. Note: Balance sheet and portfolio metrics as of June 30, 2023, and giving effect to the merger for GNL, unless otherwise noted. Market data as of September 13, 2023.
1. Based on total gross book value of real estate of the combined company.
2. % accretion based on estimated Q4'23 annualized AFFO per share, which gives effect to Merger and Internalization.
3. Estimated Q4’23 net debt to annualized adjusted EBITDA affected by the Merger and Internalization.
4. Internally managed peers include ADC, BNL, GTY, EPRT, FCPT, LXP, NNN, NTST, O, SRC, and WPC. Externally managed net lease REITs include GOOD, OPI, and PINE.
5. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined
future results of operations will be realized.
6. Please see Disclaimers at back of this presentation for a definition of all non-GAAP measures and a reconciliation to the Company's nearest GAAP measure.
7. Please see Disclaimers at the back of this presentation for a definition of AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define
AFFO differently than we do. Projected AFFO per share data included in this presentation is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity.
8. Refer to Q4’23 projected AFFO and Q4’23 projected Adjusted EBITDA definitions included in the footnotes on slide 4. |
| 6
• Approximately $54mm cost efficiency created from elimination of all management fees, supplementing
accretion from Merger synergies
• Significantly reduced operating expense to increase cash flow to fund debt repayment, acquisitions, and
increase dividend coverage
• Seamless transition of asset management, property management, acquisitions, leasing, capital markets,
accounting, and executive teams totaling approximately 75 employees
• Internally managed REITs historically trade at higher AFFO multiples and have higher institutional
investor ownership
• Potential trading multiple expansion would reduce GNL cost of capital and increase spread between
WACC and acquisition yields
100% 100% 100% 97% 99% 96% 95% 91% 89% 81% 65% 77% 78% 69% 47%
Average: 92% Average: 65%
NTST ADC EPRT FCPT SRC LXP GTY NNN BNL O WPC GNL OPI PINE GOOD
15.0x 14.6x 14.0x 13.4x 13.3x 13.2x 13.0x 11.5x 11.5x 11.0x 9.9x 6.7x
10.9x 10.3x
Average: 12.8x 3.9x
Average: 8.4x
LXP ADC FCPT EPRT NTST O GTY NNN WPC BNL SRC GNL GOOD PINE OPI
Source: Company filings, FactSet, S&P Global. Note: Market data as of September 13, 2023.
1. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined future
results of operations will be realized.
2. Internalization occurred substantially concurrently with the closing of the Merger.
3. Internal versus external management status as identified by public company filings.
4. Please see Disclaimers at the back of this presentation for a definition of AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define
AFFO differently than we do. Projected AFFO per share data included in this presentation is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity.
5. 2024E AFFO multiples based on mean of consensus estimates.
6. Calculated based on institutional ownership divided by the company’s total float. Institutional ownership greater than 100% is illustratively capped at 100% and attributed to shares sold short, misrepresented positions in filings, and / or overlapping filing periods.
INTERNALIZATION OVERVIEW
Benefits of
Internalization(1)
GNL realized significant costs savings following its internalization of management
and may benefit from potential trading multiple expansion
Price to 2024E
AFFO
Multiples(4)(5)
Institutional
Investor
Ownership(6)
Externally
Managed REITs(3) Internally Managed Peers(3) |
| 7
Category Estimated Annual
Savings Description
Internalization Savings
Approximately $54 million in
annual cost savings realized at
transaction close(2)
• Elimination of asset management fees, property
management fees, incentive fees, equity issuance fees,
and reimbursable expenses net of internalized employee
compensation, rent and overhead, and retained 3rd party
services
Merger Synergies
Approximately $21 million
run-rate realized over the next
12 months(2)
• Corporate consolidation, public company cost savings,
and elimination of other duplicative services
Net Savings Approximately $75 million
Note: Balance sheets as of June 30, 2023, and giving effect to the merger for GNL, unless otherwise noted.
1. Calculated using June 30, 2023 general and administrative (“G&A”) expense, annualized, divided by straight-line rent for GNL and annualized base rent for peers. GNL G&A represents estimated next twelve months G&A as of 09/30/2023E giving effect to the Merger and
the Internalization.
2. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined
future results of operations will be realized.
SUBSTANTIAL MERGER SYNERGIES
AND INTERNALIZATION SAVINGS
G&A Efficiency(1)(2)
4% 5% 6% 7% 7% 9% 9% 10% 11% 13% 15%
18%
O NNN PF GNL ADC WPC SRC EPRT BNL FCPT LXP GTY NTST
100% of synergies realized immediately upon Internalization and over the next 12 months(2)
(2) |
| 8
GLOBAL NET LEASE
TODAY
II |
| 9
$46,664
$19,675
$9,932 $9,511
$8,810
$6,567
$4,954
$4,472 $4,220
$2,830
$1,637 $1,455
SECTOR LEADING NET LEASE REIT
Source: Company filings, company websites, FactSet, S&P Global. Note: Balance sheets as of June 30, 2023 and giving effect to the merger for GNL, unless otherwise noted.
1. Based on gross book value of real estate as of June 30, 2023.
GNL is the 3rd largest net lease REIT with a global presence(1)
Gross Book Value of Real Estate ($ in millions)
REITs with Global Presence |
| 10
15.2x 15.1x 14.6x 14.3x 13.8x 13.8x 13.3x
11.7x 11.7x 11.4x
10.1x
6.9x
Average: 12.8x
85%
81% 81% 80% 79%
77% 76% 74% 74%
Average: 75% 70% 68% 68%
13%
6% 5% 7% 7% 6% 6% 5% 7% 6% 5% 5%
Expect GNL’s quarterly
dividend policy to be set at
$0.354 per share ($1.42 per
share, annualized)
Q4’23 AFFO expected to be
$0.42 per share ($1.68 per
share, annualized)(1)(3)(4)
Opportunity for potential
capital appreciation should
multiple move closer to peers
Increased flexibility to deploy
savings to further de-lever the
balance sheet
ATTRACTIVE YIELD WITH
EMBEDDED POTENTIAL UPSIDE
Source: Company filings, company websites, FactSet, S&P Global. Note: Market data as of September 13, 2023.
1. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined future results of operations
will be realized.
2. 2023E AFFO multiples based on mean of consensus estimates. 2023E AFFO payout ratio based on most recent period dividend per share, annualized, divided by 2023E AFFO multiples. GNL 2023E AFFO multiple and payout based on estimated Q4’23 annualized dividend and AFFO per share.
3. Refer to Q4’23 projected AFFO definition included in the footnotes on slide 4.
4. Please see Disclaimers at the back of this presentation for a definition of AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently than we
do. Projected AFFO per share data included in this presentation is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity.
Dividend Policy Price to 2023E AFFO Multiples(1)(2)(3)
2023E AFFO Payout Ratio(1)(2)(3)(4)
Dividend Yield |
| 11
WELL POSITIONED PORTFOLIO
WITH STRONG KEY METRICS
Note: Portfolio metrics as of June 30, 2023, and giving effect to the merger for GNL, unless otherwise noted.
1. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value
accretion estimates or combined future results of operations will be realized.
2. For Q2’23, calculated as of June 30, 2023, using annualized straight-line rent (“SLR”) converted from local currency into USD as of June 30, 2023 for the in-place lease on the property on a straight-line basis, includes tenant concessions
such as free rent, as applicable.
3. For Q2’23, calculated as of June 30, 2023, using square feet.
4. Metric based on annualized SLR as of June 30, 2023.
5. As used herein, Investment Grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor
parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring a company’s probability of
default. The term “parent” for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. Multi-tenant portfolio includes credit ratings for tenants who occupy 10,000
square feet or more.
Number of
Properties
Square Feet
(millions)
Straight-Line Rent
($ millions)(2)
% Leased
Weighted Average
Remaining Lease
Term(3)
% Investment
Grade Tenants(4)(5)
Industrial + + +
218
33.6
$228
99%
8.1 Years
55%
Industrial
91
8.9
$149
93%
5.0 Years
70%
Office
890
8.0
$151
97%
8.4 Years
64%
Single-Tenant
Retail
109
16.4
$201
89%
4.8 Years
37%
Multi-Tenant
Retail
1,308
66.9
$729
96%
6.9 Years
57%
Total Portfolio(1) |
| 12
MIDWEST
NC
FL
GA AL MS
LA
TX
NM AZ
CA
NV
UT
OR
WA
ID
MT
WY
CO
ND
SD
NE
KS
OK
AR
MO
IA
MN WI
MI
IL IN
OH
KY
TN
SC
NC
WV VA
PA
NY
VT NH
ME
MA
NJ CT
MD
DE
DC
RI
NB
PACIFIC
SOUTHWEST
SOUTHWEST
MID-ATLANTIC
NEW
PACIFIC BRUNSWICK
NORTHWEST
SOUTH
EAST
AK
NORTHEAST
THIRD LARGEST NET LEASE REIT
WITH A GLOBAL PRESENCE
GNL Geographic Exposure(1)
Source: Company filings. Note: Portfolio metrics as of June 30, 2023, and giving effect to the merger for GNL, unless otherwise noted.
1. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies,
value accretion estimates or combined future results of operations will be realized.
SP
FR
UK
ITL
GER
LUX
NETH
FIN
CI
United States / Canada
US / Canada Total – 80.3% of SLR
⚫ Southeast – 23.4% of SLR
⚫ Midwest – 20.5% of SLR
⚫ Mid-Atlantic – 12.3% of SLR
⚫ Southwest – 10.8% of SLR
⚫ Northeast – 5.9% of SLR
⚫ Pacific Southwest – 6.4% of SLR
⚫ Pacific Northwest – 0.6% of SLR
⚫ New Brunswick, – 0.4% of SLR
Canada
Europe
Europe Total – 19.7% of SLR
⚫ United Kingdom – 11.1% of SLR
⚫ Netherlands – 2.2% of SLR
⚫ Finland – 2.0% of SLR
⚫ Germany – 1.4% of SLR
⚫ France – 1.1% of SLR
⚫ Channel Islands – 0.8% of SLR
⚫ Luxembourg – 0.8% of SLR
⚫ Italy – 0.3% of SLR
⚫ Spain – 0.1% of SLR |
| 13
Single-Tenant
Industrial / Distribution
31%
Single-Tenant Retail
21%
Single-Tenant Office
20%
Multi-Tenant Retail
28%
Total Portfolio Annualized SLR by Segment
Industry Exposure(1)(3)
Credit Rating Asset Diversification(3) (1)(2)(3)
Note: Portfolio metrics as of June 30, 2023 and giving effect to the merger for GNL, unless otherwise noted.
1. Metric based on annualized SLR as of June 30, 2023. Refer to SLR definition included in the footnotes on slide 11.
2. Refer to Investment Grade Rating definition included in the footnotes on slide 11.
3. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined future
results of operations will be realized.
DIVERSIFIED AND STABLE TENANT BASE
Single-Tenant Portfolio Multi-Tenant Portfolio
Power Center
58%
Anchored
Center
22%
Grocery
Anchored
21%
Industrial / Distribution
43%
Retail
29%
Office
28%
$728.9
million
$528.0
million
$200.8
million
Financial Services, 6%
Healthcare, 6%
Auto Manufacturing, 6%
Discount Retail, 5%
Specialty Retail, 5%
Gas/Convenience, 4%
Home Improvement, 3%
Freight, 3%
Consumer Goods, 3%
Quick Service Restaurant, 3%
All Other, 56%
Investment Grade
57%
Non-Investment
Grade
35%
Not Rated
9% |
| 14
DIVERSIFIED AND STABLE TENANT BASE (CONT’D)
Note: Ratings information is as of June 30, 2023 and giving effect to the merger for GNL, unless otherwise noted. *Represents Implied Rating. ** Represents Tenant Parent Rating even if not a guarantor on the lease.
1. Metric based on annualized SLR as of June 30, 2023. Refer to SLR definition included in the footnotes on slide 11.
2. Based on Annualized Straight-Line Rent. Ratings information as of June 30, 2023. For GNL, 54.2% of the rated tenants were actual Investment Grade rated and 24.4% of the rated tenants were implied Investment Grade rated. Implied Investment Grade
includes ratings of the tenant’s parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or lease guarantor. Refer to Investment Grade Rating definition included in the footnotes on slide 11.
Top ten tenants represent 19.7% of SLR with no single tenant accounting for more than 2.7%
Tenant Credit Rating Country Property Type % of SLR(1)
Caa1 / B- U.K. Industrial 2.7%
Baa2** U.S. / Canada Distribution 2.7%
Baa2* U.S. Retail 2.1%
Baa3 U.S. Retail 2.0%
Baa1 U.S. /
Italy Industrial / Distribution 1.8%
A2 U.S. Retail 1.8%
Baa3 U.S. Distribution 1.7%
Aaa** U.S. Office 1.7%
A2 U.S. Retail 1.6%
B1* U.K. Office 1.5%
Top 10 Tenants 78.6% IG Rated(2) 19.7%
Top Ten Tenants |
| 15
6% 10% 11% 12% 16% 17% 17% 17% 20% 23%
70%
81%
18% 19% 19% 20% 22% 25%
30% 32%
38%
51%
70%
74%
DIVERSIFIED AND STABLE TENANT BASE (CONT’D)
Top 10 Tenants Percentage of Total SLR(1)(2)
Source: Company filings, company websites, FactSet, S&P Global. Note: Portfolios metrics as of June 30, 2023, and giving effect to the merger for GNL, unless otherwise noted.
1. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined
future results of operations will be realized.
2. Refer to SLR definition included in the footnotes on slide 11. Metric based on annualized SLR for GNL as of June 30, 2023. peers based on annualized base rent.
3. Industries as identified by each REIT.
Industry Diversification by Total SLR(1)(2)(3)
GNL’s sector leading industry diversification and low tenant concentration risk
are favorable relative to peers |
| 16
2023 ACQUISITION ACTIVITY
Note: Ratings information is as of September 15, 2023. *Represents Moody’s Implied Rating. ** Represents Tenant Parent Rating even if not a guarantor on the lease.
1. Weighted Average Cap Rate is a rate of return on a real estate investment property based on the expected, annualized SLR that the property will generate under its existing lease or leases. Average Cap Rate is calculated by dividing the annualized SLR the
property will generate (before debt service and depreciation and after fixed costs and variable costs) by the purchase price of the property, excluding acquisition costs. The weighted Average Cap Rate is based upon square footage as of the date of acquisition.
2. Represents remaining lease term as of closing date, or expected closing date, and is weighted based on square feet.
3. Based on the exchange rate of 1.2369 U.S. dollars to one British pound as of closing of the acquisition.
4. Based on information as of September 15, 2023. The LOIs are non-binding and may not be completed on their contemplated terms, or at all.
Acquisition Name Acquisition
Status
Credit
Rating
Property
Type
Purchase Price
(in mm)
Wtg. Avg.
Cap Rate(1)
Wtg. Avg. Lease
Term Remaining(2)
Closed 2023 Acquisitions
Boots (Walgreens)
8-Property Portfolio (UK) Closed: Q1’23 Baa2 Pharmacy
Retail $75.5(3) 11.5
Total 2023 Closed Acquisitions $75.5 10.6% 11.5
Acquisition Pipeline(4)
FedEx Ground
Marion, IL
Signed PSA
Expected Close: Q4’23 Baa2 Distribution $52.7 9.4
Dollar General
8-Property Portfolio
Signed PSA
Expected Close: Q4’23
& Q1’24
Baa2 Discount
Retail $15.5 15.0
Tidal Wave Car Wash
10-Property Portfolio Sale Leaseback
Signed LOI
Expected Close: Q4’23 Caa3* Car Wash $45.2 20.0
High Quality Retail 19-Property Portfolio
(7-Eleven, Walgreens, Food Lion, DaVita)
Signed LOI
Expected Close: Q1’24 65% IG Retail $71.5 7.0
Total Closed Plus Q3’23 Acquisition Pipeline $260.3 8.3% 10.2
Management continues to diligently evaluate domestic and
international transactions focused on industrial, distribution and retail assets |
| 17
GNL continued leasing momentum generated in Q1’23 and has completed over 158
lease renewals and tenant expansions through July 2023(1). GNL’s leasing activity totaled
3.4 million square feet and nearly $85.5 million of net new straight-line rent
2023(1) Lease Extensions+ Expansion Project Updates
GNL
ST Industrial and Office
GNL
Multi-Tenant Portfolio
Lease Extensions, Expansions, and New Leases Completed 21 137
2023 Renewal Leasing Spread 0.7% 9.5%(2)
Net Straight-Line Rent Extended + Expansion + New Leases $64.1 million $21.4 million
Square Feet Extended + Expansion + New Leases 1,662,330 1,706,610
1. Leasing activity from 1/1/2023 through 7/20/2023 for GNL. Leasing activity from 1/1/2023 through 7/31/2023 for acquired assets.
2. Reflects weighted average leasing spreads for year-to-date 2023, weighted on square feet extended or expanded for Q1’23 and Q2’23.
3. Based on square feet as of June 30, 2023 for Q2’23.
CONTINUED PROACTIVE LEASING RENEWAL
AND EXPANSION ACTIVITY
GNL Lease Expiration Schedule Following Merger(3) (Q2’23)
1%
8% 9% 7% 11%
65%
2023 2024 2025 2026 2027 Thereafter
GNL Lease Expiration Schedule |
| 18
Plan to maintain conservative financial and credit policies and
expect to further de-lever the balance sheet through operating
expense savings, potential non-core asset sales, organic NOI
growth, and dividend policy revision
Operating expense savings from Merger and Internalization to
reduce leverage over time
Focus on transitioning to a predominantly unsecured capital
structure
Multi-currency and majority fixed rate debt reduces balance sheet
risk(1)
Q2’23 weighted average debt maturity of 3.8 years and interest rate
of 4.7% after giving effect to the Merger and Internalization(2)(3)
GNL CAPITALIZATION AND
BALANCE SHEET STRATEGY
$1,693
$500 $500
$97 $404 $707
$116
$163
$1,098
2023 2024 2025 2026 2027 Thereafter
Credit Facility Senior Notes Mortgages
Q2’23 Debt Maturity Schedule Following Merger and Internalization(2)
% of Total Debt 1.8% 7.7% 13.4% 34.3% 12.6% 30.3%
Balance Sheet Highlights Net Debt to Adjusted Annualized EBITDA(4)(6)(7)
($ in millions)
1. Fixed rate debt includes floating rate debt fixed by swaps.
2. Q2-23 capital structure is based on RTL and GNL outstanding principal balance and effective interest rates as of June 30, 2023 adjusted for the Merger and Internalization. Merger and Internalization adjustments include the assumption
of all RTL debt aside from RTL’s credit facility. GNL amended its credit facility, exercised the accordion, and drew $654mm to fund repayment of RTL credit facility and internalization payment. Other transaction costs not included.
3. Weighted average debt maturity based on outstanding principal balance of the debt as of June 30, 2023.
4. GNL Pre-Transactions represents Q2’23 net debt to annualized adjusted EBITDA.
5. Represents estimated period end Q4’23 net debt to annualized adjusted EBITDA with affect for the Merger and Internalization.
6. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value
accretion estimates or combined future results of operations will be realized.
7. Please see Disclaimers at back of this presentation for a definition of all non-GAAP measures and a reconciliation to the Company's most directly comparable GAAP measure.
8.3x
7.6x
Q4’23 Pre (5)
-Transactions |
| 19
GNL’s corporate governance is aligned with its industry peers
GNL GOVERNANCE RELATIVE TO PEERS
Source: Company filings, company websites, FactSet
1. Market data reflects REITs that have made public announcements of opting out of the Maryland Unsolicited Takeovers Act (“MUTA”).
2. Market data reflects REITs that have made public announcements of requiring Managing Directors to sit on the Board.
No Shareholder Rights
Plan (No Poison Pill in
force)
Opted out of the
Maryland Unsolicited
Takeovers Act
(“MUTA”)(1)
Declassified Board
No Managing Director
Required on Board(2)
Shareholders Can Call
Special Meetings
No Cumulative Voting |
| 20
LEADERSHIP OVERVIEW
Management Board of Directors
Michael Weil, Director
Refer to “Management” section for Michael Weil’s biography
Michael Weil, Co-Chief Executive Officer
Previously served as Senior VP of sales and leasing
for American Financial Realty Trust
Served as president of the Board of Directors of the
Real Estate Investment Securities Association
(n/k/a ADISA)
James Nelson, Co-Chief Executive Officer
Joined GNL Board in March 2017
Currently serves Chairman of the Board of Xerox
Holdings Corporation. Also currently serves as an
independent director and chair of the audit
committee for Chewy, Inc.
Chris Masterson, Chief Financial Officer
Previously served as Chief Accounting Officer of
GNL
Past experience includes accounting positions with
Goldman Sachs and KPMG
Sue Perrotty, Non-Executive Chairperson of the Board of Directors
Currently serves as President and Chief Executive Officer of AFM Financial
Services and Tower Health
James Nelson, Director
Refer to “Management” section for James Nelson’s biography
Edward Rendell, Independent Director
Previously served as the 45th Governor of the Commonwealth of Pennsylvania and
as the Mayor of Philadelphia
Lisa Kabnick, Independent Director
Currently serves as senior advisor for Troutman Pepper Hamilton Sanders LLP
Therese Antone, Independent Director
Currently serves as the Chancellor of Salve Regina University since her appointment
in 2009
Abby Wenzel, Independent Director
Previously served as co-chair of Cozen O’Connor’s Real Estate Group
Leslie Michelson, Independent Director
Currently serves as lead independent director of Franklin BSP Franklin Lending
Corporation
Stanley Perla, Independent Director
Previously served as a member of the board of directors and the chair of the audit
committee of Madison Harbor Balanced Strategies, Inc
Highly experienced leadership team and
majority independent Board of Directors
Independent Directors
Inside Directors |
| 21
FINANCIAL DEFINITIONS
Non-GAAP Financial Measures
This section discusses non-GAAP financial measures we use to evaluate our performance, including Funds from Operations (“FFO”), Core
Funds from Operations (“Core FFO”), Adjusted Funds from Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and
Amortization (“Adjusted EBITDA”), Net Operating Income (“NOI”), Cash Net Operating Income (“Cash NOI”), and Constant Currency. 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, Cash NOI, and Constant Currency should not be construed to be more relevant or accurate
than the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized
to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance
and considered more prominently than the non-GAAP measures.
Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition
(as we do), or may interpret the current NAREIT definition differently than we do, or may calculate Core FFO or AFFO differently than we do.
Consequently, our presentation of FFO, Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other
REITs.
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such
factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among
owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO
presentations facilitate comparisons of operating performance between periods and between other REITs in our peer group. |
| 22
FINANCIAL DEFINITIONS
Caution on Use of Non-GAAP Measures (cont’d)
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such
factors as depreciation and amortization of real estate assets and gain or loss from sales of operating real estate assets (which can vary among
owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO
presentations facilitate comparisons of operating performance between periods and between other REITs in our peer group.
Constant currency results exclude any benefit or loss caused by foreign exchange fluctuations between foreign currencies and the United States
dollar which would not have occurred if there had been a constant exchange rate. Revenue from tenants on a Constant Currency basis is
calculated by applying the average monthly currency rates from prior comparable period to Revenues from tenants from the applicable period. We
believe that this measure provides investors with information about revenue results and trends that eliminates currency volatility while increasing
the comparability of our underlying results and trends.
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. |
| 23
FINANCIAL DEFINITIONS
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations (Cont’d)
Funds From Operations (Cont’d)
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. |
| 24
FINANCIAL DEFINITIONS
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations (Cont’d)
Core Funds From Operations
In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger, transaction and other costs, settlement costs
related to our Blackwells/Related Parties litigation, as well as certain other costs that are considered to be non-core, such as debt extinguishment
costs, fire loss and other costs related to damages at our properties. The purchase of properties, and the corresponding expenses associated with
that process, is a key operational feature of our core business plan to generate operational income and cash flows in order to make dividend
payments to stockholders. In evaluating investments in real estate, we differentiate the costs to acquire the investment from the subsequent
operations of the investment. We also add back non-cash write-offs of deferred financing costs and prepayment penalties incurred with the early
extinguishment of debt which are included in net income but are considered financing cash flows when paid in the statement of cash flows. We
consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed acquisition,
transaction and other costs as well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each
type of real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.
Adjusted Funds From Operations
In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from AFFO that we consider more reflective of
investing activities, other non-cash income and expense items and the income and expense effects of other activities that are not a fundamental
attribute of our business plan. These items include early extinguishment of debt and other items excluded in Core FFO as well as unrealized gain
and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or loss on foreign currency transactions, and
gain or loss on investments. In addition, by excluding non-cash income and expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we
provide useful information regarding income and expense items which have a direct impact on our ongoing operating performance. We also
exclude revenue attributable to the reimbursement by third parties of financing costs that we originally incurred because these revenues are not, in
our view, related to operating performance. We also include the realized gain or loss on foreign currency exchange contracts for AFFO as such
items are part of our ongoing operations and affect our current operating performance. |
| 25
FINANCIAL DEFINITIONS
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations (Cont’d)
Adjusted Funds From Operations (cont’d)
In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining operating net
income. All paid and accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments) and certain other
expenses, including general and administrative expenses incurred for the 2023 proxy contest and related Blackwells/Related Parties litigation,
negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and will also have
negative effects on returns to investors, but are excluded by us as we believe they are not reflective of our on-going performance. Further, under
GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income.
In addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and may not ultimately be realized
and not reflective of ongoing operations and are therefore typically adjusted for when assessing operating performance. Excluding income and
expense items detailed above from our calculation of AFFO provides information consistent with management’s analysis of our operating
performance. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of
general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or
attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe
AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to,
among other things, assess our performance without the impact of transactions or other items that are not related to our portfolio of properties.
AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently. Furthermore, we believe that in
order to facilitate a clear understanding of our operating results, AFFO should be examined in conjunction with net income (loss) calculated in
accordance with GAAP and presented in our consolidated financial statements. AFFO should not be considered as an alternative to net income
(loss) as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions. |
| 26
FINANCIAL DEFINITIONS
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income, and
Constant Currency.
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, 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 for the fourth quarter of 2022 (the only prior period with these
types of costs) has been conformed to this presentation. 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. |
| 27
FINANCIAL DEFINITIONS
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income, and
Constant Currency. (Cont’d)
NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP financial measure, less discontinued
operations, interest, other income and income from preferred equity investments and investment securities, plus corporate general and
administrative expense, acquisition, transaction and other costs, depreciation and amortization, other noncash expenses and interest expense. We
use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and
results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is
a useful measure for evaluating the operating performance of our real estate assets and to make decisions about resource allocations. Further, we
believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from
trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately
apparent from net income. NOI excludes certain components from net income in order to provide results that are more closely related to a
property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is
often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost
accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to
NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results,
NOI should be examined in conjunction with net income (loss) as presented in our consolidated financial statements. NOI should not be
considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of our liquidity
Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define Cash NOI as net operating
income (which is separately defined herein) excluding amortization of above/below market lease intangibles and straight-line adjustments that are
included in GAAP lease revenues. We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the
current financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs.
Cash NOI should not be considered as an alternative to net income, as an indication of our financial performance, or to cash flows as a measure
of liquidity or our ability to fund all needs. The method by which we calculate and present Cash NOI may not be directly comparable to the way
other REITs calculate and present Cash NOI. |
| 28
FINANCIAL DEFINITIONS
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, Cash Net Operating Income, and
Constant Currency. (Cont’d)
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. Constant currency results exclude any benefit or loss caused by foreign exchange fluctuations between foreign
currencies and the United States dollar which would not have occurred if there had been a constant exchange rate. Revenue from tenants on a
Constant Currency basis is calculated by applying the average monthly currency rates from prior comparable period to Revenues from tenants
from the applicable period. We believe that this measure provides investors with information about revenue results and trends that eliminates
currency volatility while increasing the comparability of our underlying results and trends. |
| 29
NON – GAAP RECONCILIATIONS
(Amounts in thousands)
Three Months Ended
March 31, 2023 March 31, 2022
EBITDA:
Net loss $ (890) $ 10,541
Depreciation and amortization 37,029 39,889
Interest expense 26,965 24,123
Income tax expense 2,707 3,095
EBITDA 65,811 77,648
Impairment charges – 230
Equity based compensation 2,925 2,727
Acquisition, transaction and other costs 99 8
Gain on dispositions of real estate investments 1,656 (4,615)
Other income (66) (295)
Expense attributable to 2023 proxy contest and related litigation(2) 1,716 –
Adjusted EBITDA(1) 72,141 75,703
Operating fees to related parties 10,101 10,076
General and administrative 5,660 3,894
Expenses attributable to 2023 proxy contest and related litigation(2) (1,716) –
NOI 86,186 89,673
Amortization of above- and below- market leases and ground lease assets and liabilities, net 955 330
Straight-line rent (1,888) (2,853)
Cash NOI $ 85,253 $ 87,150
Cash Paid for Interest:
Interest Expense $ 26,965 $ 24,123
Non-cash portion of interest expense (2,085) (2,596)
Amortization of mortgage discounts premiums, net (227) (251)
Total Cash Paid for Interest $ 24,653 $ 21,276
1. For the three months ended March 31, 2022 includes income from a lease termination fee of $0.3 million, which is recorded in revenue from tenants in the consolidated statement of operations.
2. Amount relates to general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation. The Company does not consider these expenses to be part of its normal operating performance. Due to the
increase in these expenses as a portion of its general and administrative expenses in the first quarter of 2023, the Company began including this adjustment to arrive at Adjusted EBITDA in order to better reflect its operating
performance. The first quarter of 2022 did not have any of these expenses. |
| 30
NON – GAAP RECONCILIATIONS
(Amounts in thousands)
Three Months Ended
March 31, 2023 March 31, 2022
Funds from operations (FFO):
Net (loss) income attributable to common stockholders (in accordance with GAAP) $ (5,989) $ 5,483
Impairment charges – 230
Depreciation and amortization 37,029 39,889
FFO (as defined by NAREIT) attributable to stockholders(1) 31,040 45,602
Acquisition, transaction and other costs 99 8
Core FFO attributable to stockholders(1) 31,139 45,610
Non-cash equity based compensation 2,925 2,727
Non-cash portion of interest expense 2,085 2,596
Amortization related to above- and below- market lease intangibles and right-of-use assets, net 955 330
Straight-line rent (1,888) (2,853)
Straight-line rent (rent deferral agreement)(2) – (120)
Eliminate unrealized gains on foreign currency transactions(3) 2,647 (4,210)
Amortization of mortgage discounts 227 251
Expenses attributable to 2023 proxy contest and related litigation(4) 1,716 –
Adjusted funds from operations (AFFO) attributable to stockholders(1) $ 39,806 $ 44,331
Basic weighted-average shares outstanding 103,783 103,596
Diluted weighted-average shares outstanding 103,783 103,596
Net (loss) income per share attributable to common stockholders $ (0.06) $ 0.05
FFO per share $ 0.30 $ 0.44
Core FFO per share $ 0.30 $ 0.44
AFFO per share $ 0.38 $ 0.43
Dividends declared $ 41,677 $ 41,566
Revenue from tenants - Quarter Ended March 31, 2023 $ 94,332
Foreign currency translation impact (using average foreign currency exchange rates for the first quarter of 2022) 3,176
Revenue from Tenants (year over year constant currency adjusted): $ 97,508
(Amounts in thousands)
1. FFO, Core FFO and AFFO for the three months ended March 31, 2022 include income from a lease termination fee of $0.3 million, which is recorded in revenue from tenants in the consolidated statement of operations. The termination fee of
approximately $9.0 million which was paid by the tenant at the end of the lease term on January 4, 2022 was earned and record ed as income evenly over the period from September 3, 2021 through January 4, 2022.
2. Represents amounts related to deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on our balance sheet but are
considered to be earned revenue attributed to the current period for rent that was deferred, for purposes of AFFO, as they are expected to be collected. Accordingly, when the deferred amounts are collected, the amounts reduce AFFO. As of March 31,
2023, the Company has collected all previously deferred rents.
3. For AFFO purposes, we add back unrealized (gain) loss. For the three months ended March 31, 2023, the loss on derivative instruments was $1.7 million which consisted of unrealized losses of $2.6 million and realized gains of $0.9 million. For the three
months ended March 31, 2022, the gain on derivative instruments was $4.6 million which consisted of unrealized gains of $4 .2 million and realized gains of $0.4 million.
4. Amount relates to general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation. The Company does not consider these expenses to be part of its normal operating performance and has, accordingly,
increased its AFFO for this amount. |
| 31
NON – GAAP RECONCILIATIONS
(Amounts in thousands)
Three Months Ended
June 30, 2023 June 30, 2022
EBITDA:
Net loss $ (26,258) $ (716)
Depreciation and amortization 37,297 39,359
Interest expense 27,710 23,449
Income tax expense 3,508 2,515
EBITDA 42,257 64,607
Impairment charges – 16,031
Equity based compensation 2,870 3,358
Merger, transaction and other costs 6,279 133
Settlement costs 15,084 –
Gain on dispositions of real estate investments – (62)
Loss (gain) on derivative instruments 774 (7,798)
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness – (2,439)
Loss on extinguishment of debt 404 342
Other income (1,650) (549)
Expenses attributable to 2023 proxy contest and related litigation(1) 7,371 –
Adjusted EBITDA 73,389 73,623
Operating fees to related parties 10,110 10,081
General and administrative 10,683 3,675
Expenses attributable to 2023 proxy contest and related litigation(1) (7,371) –
NOI 86,811 87,379
Amortization of above- and below- market leases and ground lease assets and liabilities, net 1,297 273
Straight-line rent (1,786) (2,342)
Cash NOI $ 86,322 $ 85,310
Cash Paid for Interest:
Interest Expense $ 27,710 $ 23,449
Non-cash portion of interest expense (2,083) (2,336)
Amortization of mortgage discounts premiums, net (237) (238)
Total Cash Paid for Interest $ 25,390 $ 20,875
1. Amounts relate to general and administrative expenses incurred for the 2023 proxy contest and related Blackwells litigation. The Company does not consider these expenses to be part of its normal operating performance. Due to the increase in these
expenses as a portion of its general and administrative expenses in the first quarter of 2023, the Company began including this adjustment to arrive at Adjusted EBITDA in order to better reflect its operating performance. The second quarter of 2022 did
not have any of these expenses. |
| 32
NON – GAAP RECONCILIATIONS
Revenue from tenants – Quarter Ended June 30, 2023 $ 95,839_
Foreign currency translation impact (using average foreign currency exchange rates for the second quarter of 2022) 168_
Revenue from Tenants (year over year constant currency adjusted): $ 96,007_
(Amounts in thousands)
Three Months Ended
June 30, 2023 June 30, 2022
Funds from operations (FFO):
Net loss attributable to common stockholders (in accordance with GAAP) $ (31,357) $ (5,847)
Impairment charges – 16,031
Depreciation and amortization 37,297 39,359
Gain on dispositions of real estate investments – (62)
FFO (as defined by NAREIT) attributable to stockholders 5,940 49,481
Merger, transaction and other costs(1) 6,279 133
Settlement costs(2) 15,084 –
Loss on extinguishment of debt 404 342
Core FFO attributable to stockholders 27,707 49,956
Non-cash equity-based compensation 2,870 3,358
Non-cash portion of interest expense 2,083 2,336
Amortization related to above- and below-market lease intangibles and right-of-use assets, net 1,297 273
Straight-line rent (1,786) (2,342)
Straight-line rent (rent deferral agreement)(3) – (39)
Unrealized income on undesignated foreign currency advances and other hedge ineffectiveness – (2,440)
Eliminate unrealized gains on foreign currency transactions(4) 1,631 (6,321)
Amortization of mortgage discounts 237 238
Expenses attributable to 2023 proxy contest and related litigation(5) 7,371 –
Adjusted funds from operations (AFFO) attributable to stockholders $ 41,410 $ 45,019
Basic weighted-average shares outstanding 104,149 103,649
Diluted weighted-average shares outstanding 104,149 103,649
Net (loss) income per share attributable to common stockholders $ (0.30) $ (0.06)
FFO per share $ 0.06 $ 0.48
Core FFO per share $ 0.27 $ 0.48
AFFO per share $ 0.40 $ 0.43
Dividends declared $ 41,674 $ 41,606
1. For the three months ended June 30, 2023, these costs primarily consist of advisory, legal and other professional costs that were directly related to the proposed merger.
2. In the three months ended June 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 Blackwells/Related Parties, as required under the cooperation agreement with Blackwells/Related Parties.
3. Represents amounts related to deferred rent pursuant to lease negotiations which qualify for FASB relief for which rent was deferred but not reduced. These amounts are included in the straight-line rent receivable on our balance sheet but are considered to be
earned revenue attributed to the current period for rent that was deferred, for purposes of AFFO, as they are expected to be collected. Accordingly, when the deferred amounts are collected, the amounts reduce AFFO.
4. For AFFO purposes, we add back unrealized (gain) loss. For the three months ended June 30, 2023, the loss on derivative instruments was $0.8 million, which consisted of unrealized losses of $1.6 million and realized gains of $0.8 million. For the three months
ended June 30, 2022, the gain on derivative instruments was $7.8 million, which consisted of unrealized gains of $6.3 million and realized gains of $1.5 million.
5. Amounts relate to general and administrative expenses incurred for the Company’s 2023 proxy contest and related Blackwells/Related Parties litigation. The Company does not consider these expenses to be part of its normal operating performance and has,
accordingly, increased its AFFO for this amount. |
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Global Net Lease (NYSE:GNL-B)
過去 株価チャート
から 5 2024 まで 6 2024
Global Net Lease (NYSE:GNL-B)
過去 株価チャート
から 6 2023 まで 6 2024