8-K
Global Net Lease, Inc. (GNL)
8-K
2024-02-27
For: 2024-02-27
View Original
Added on
April 08, 2026
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2024
Global Net Lease, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-37390 | 45-2771978 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number,
including area code: (332) 265-2020
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | 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 <br><br>Symbols | Name of each exchange on<br><br> which <br><br>registered |
|---|---|---|
| Common<br> Stock, $0.01 par value per share | GNL | New York Stock Exchange |
| 7.25%<br> Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | GNL PR A | New York Stock Exchange |
| 6.875%<br> 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 February 27, 2024, Global Net Lease, Inc. (the “Company”) prepared an investor presentation that officers and other representatives of the Company intend to present at conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 of this Current Report on Form 8-K. The information set forth in this Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
The statements in this Current Report on Form 8-K that are not historical may be forward-looking statements, including statements regarding the intent, belief or current expectations of us, our operating partnership and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should” or similar expressions are intended to identify forward-looking statements, although not all forwardlooking statements contain these identifying words. Actual results may differ materially from those contemplated by such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated with the merger with The Necessity Retail REIT, Inc. and the internalization of the Company’s property management and advisory functions; the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants and the global economy and financial markets; that any potential future acquisition by the Company is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements are set forth under “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” in its Annual Report on Form 10-K , its Quarterly Reports on Form 10-Q, and its other filings with the U.S. Securities and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company's subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Item 9.01. Financial Statements and Exhibits.
| (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: February 27, 2024 | By: | /s/ Edward M. Weil, Jr. |
| Name: Edward M. Weil, Jr. | ||
| Title: Co-Chief Executive Officer<br><br> (Co-Principal Executive Officer) |
Exhibit 99.1
| Global Net Lease<br>Fourth Quarter 2023 Investor Presentation Pictured – McLaren Campus in Woking, U.K. |
|---|
| 1<br>FORWARD LOOKING STATEMENTS<br>This presentation contains statements that are not historical facts and may be forward-looking statements, including statements regarding the<br>intent, belief or current expectations of us, our operating partnership and members of our management team, as well as the assumptions on<br>which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,”<br> “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,” “would,” “could,” “should” or similar expressions are intended to<br>identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ<br>materially from those contemplated by such forward-looking statements.<br>These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of our control, which could<br>cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the<br>risks associated with the merger with The Necessity Retail REIT, Inc. \(“RTL”\) and the internalization of our property management and advisory<br>functions; the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related<br>sanctions and other penalties imposed by the U.S. and European Union, and the related impact on us, our tenants and the global economy and<br>financial markets; that any potential future acquisition by the Company is subject to market conditions and capital availability and may not be<br>identified or completed on favorable terms, or at all. Some of the risks and uncertainties, although not all risks and uncertainties, that could cause<br>our actual results to differ materially from those presented in our forward-looking statements are set forth under “Risk Factors” and “Quantitative<br>and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings<br>with the U.S Securities and Exchange Commission \(“SEC”\) as such risks, uncertainties and other important factors may be updated from time to<br>time in our subsequent reports. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to<br>update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future<br>operating results over time, unless required by law. |
| --- |
| 2<br>This presentation also includes estimated projections of future operating results. These projections are not prepared in accordance with published<br>guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of<br>financial projections. This information is not fact and should not be relied upon as being necessarily indicative of future results; the projections<br>were prepared in good faith by management and are based on numerous assumptions that may prove to be wrong. All such statements, including<br>but not limited to estimates of value accretion, synergies, run-rate or annualized figures and results of future operations after making adjustments<br>to give effect to assumed future operations reflect assumptions as to certain business decisions and events that are subject to change. As a result,<br>actual results may differ materially from those contained in the estimates. Accordingly, there can be no assurance that the estimates will be realized,<br>or that the projections described in this presentation will be realized at all.<br>This presentation also contains estimates and information concerning our industry and tenants, including market position, market size and growth<br>rates of the markets in which we operate, that are based on industry publications and other third-party reports. This information involves a<br>number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the<br>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<br>uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” and “Management’s Discussion and Analysis of<br>Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures about Market Risk” sections of the Company’s<br>Annual Report on Form 10-K, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be<br>updated from time to time in the Company’s subsequent reports.<br>Credit Ratings<br>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<br>agency has its own methodology of assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.<br>PROJECTIONS |
| --- |
| 3<br>Long-Term Growth<br>The planned disposition initiative will drive long-term shareholder value by generating excess cash to<br>enhance and de-risk the Company’s balance sheet and create a clear path forward to narrow the<br>valuation discount compared to our net-lease peers<br>2024 BUSINESS PLAN<br>GNL is implementing a 2024 business plan focused on delevering its balance sheet, reducing its<br>exposure to variable rate debt and driving down its net debt to Adjusted EBITDA<br>Lease-Up Potential<br>Continued successful lease-up of multi-tenant portfolio with<br>positive renewal spreads; overall portfolio remains at 96%<br>occupancy<br>Proof of Value<br>Selling assets at cap rates that will provide proof of value to investors<br>and demonstrate a premium to where the Company is currently trading<br>on an implied cap rate basis<br>Lower Cost of Capital<br>A disposition strategy coupled with a reduction in dividend will increase the amount<br>of annualized cash available to further reduce leverage, targeting lower cost of capital<br>providing the Company with increased flexibility in the future<br>Strategy to Address Near-Term Debt Maturities<br>GNL has a plan to address the remaining 2024 and 2025 debt maturities through dispositions,<br>refinancings and availability on the credit facility; GNL anticipates that the second half of 2024<br>will present a more favorable environment for debt maturities beyond 2024 |
| --- |
| 4<br>GLOBAL NET LEASE HIGHLIGHTS<br>Reduce Leverage<br>Focused on $400 – $600 million of<br>strategic dispositions\(5\), including non-core assets that provide GNL excess<br>capital to delever our balance sheet<br>Substantial Synergies<br>GNL has already recognized $68<br>million\(3\) of annualized synergies from the<br>previously disclosed $75 million as a result<br>of the Merger and Internalization; GNL is<br>on track to recognize the full balance by<br>Q3 2024\(4\)<br>Premier Portfolio<br>GNL’s premier portfolio is comprised<br>of diversified and high-quality tenants<br>with the top 10 tenants totaling 21% of<br>the overall portfolio’s SLR and the largest<br>tenant contributing only 3.1% of total<br>SLR, mitigating concentration risk<br>Quality of Earnings<br>GNL’s diversified net-lease portfolio<br>includes 58% of SLR derived from<br>investment-grade\(2\) tenants,<br>underpinning the stability and high-quality of its rental income<br>Global Presence<br>The global footprint of GNL provides<br>the company with the flexibility to<br>adapt and capitalize on accretive<br>opportunities, whether in the U.S. or<br>internationally<br>Proactive Asset Management<br>GNL continues to successfully<br>demonstrate strong asset management<br>capabilities including 6% renewal<br>spreads and average annual rent increase<br>of 1.3% across the portfolio<br>GNL’s 2024 business plan will reduce leverage through dispositions, including non-core assets and opportunistic<br>sales. The focus of 2024 for GNL will be to lower our cost of capital, enhance our balance sheet to align with our peers<br>and increase our AFFO\(1\) multiple as we show the market our commitment to executing on our full-year plan<br>1. Please see Disclaimers at the back of this presentation for a definition of AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income \(loss\) or as a measure of liquidity. Furthermore, other<br>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.<br>2. As used herein, Investment Grade includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent \(regardless of whether or not<br>the parent has guaranteed the tenant's obligation under the lease\) 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<br>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.<br>3. Captured synergies based on GNL’s general & administrative expenses for the fourth quarter of 2023 following the completion of the Merger and Internalization, as compared to the general & administrative expenses of RTL and GNL for the full year 2022 \(inclusive of<br>RTL’s general & administrative expenses and GNL and RTL advisory and management fees previously paid to the external manager during such period\).<br>4. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined<br>future results of operations will be realized.<br>5. Please see Projections disclaimers at the front of this presentation. There can be no assurance that these dispositions will occur at the cash cap rate we have assumed or on otherwise favorable terms or if they will occur at all. |
| --- |
| 5<br>GNL’s objective is to provide investors with enhanced transparency regarding our financial goals<br>and projections, and therefore we would like to introduce initial 2024 guidance<br>2024 INITIAL GUIDANCE<br>Financial Metric FY 2024<br>AFFO per Share Range\(3\) $1.30 to $1.40<br>2024 Dispositions Amount Range\(1\) $400 million to $600 million<br>Occupied Dispositions Cash Cap Rate Range 7.0% to 8.0%<br>Q4’24 Net Debt / Adjusted EBITDA Range\(2\)\(3\) 7.4x to 7.8x<br> ▪ The initial guidance reflects our expectation that projected 2024 dispositions will be in the range of $400<br>million to $600 million\(1\)<br> ▪ The majority of the projected dispositions in 2024 will come from occupied non-core sales, where we<br>anticipate achieving a cash cap rate between 7% and 8%\(1\)<br> ▪ Starting in April 2024, GNL will reduce its annual dividend from $1.42 to $1.10 which is expected to increase<br>the amount of annualized cash by $74 million to further reduce leverage<br> ▪ By applying a reasonable and achievable 10x AFFO multiple to our per share guidance, the implied stock price<br>exceeds $13 per share; $20 per share range if we trade to the high-end of the sector at a 15x AFFO multiple<br>1. Includes $148 million under agreement as of February 19, 2024 and $252 to $452 million of dispositions budgeted but not under contract. Please see Projections disclaimers at the front of this presentation. There can be no assurance that these dispositions<br>will occur at the cash cap rate we have assumed or on otherwise favorable terms or if they will occur at all.<br>2. Adjusted EBITDA annualized based on Adjusted EBITDA for the quarter ended December 31, 2024 multiplied by four. Annualized figures based on assumed future operations that reflect assumptions as to certain business decisions and events that are subject<br>to change. There can be no assurance that these annualized figures will prove to be accurate.<br>3. We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to net income per share or our debt to net<br>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<br>of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses. |
| --- |
| 6<br>Earnings Summary \($mm\) Q4’23<br>Net Loss Attributable to Common Stockholders \($59.5\)<br>NOI $170.0<br>Cash NOI\(6\) $164.9<br>Core Funds from Operations \(Core FFO\)\(6\) $48.3<br>Adjusted Funds from Operations \(AFFO\)<br>\(6\) $71.7<br>Core Funds from Operations \(Core FFO\) per Share $0.21<br>Adjusted Funds from Operations \(AFFO\) per Share $0.31<br>Weighted Average Diluted Shares Outstanding 230.3<br>FOURTH QUARTER 2023 FINANCIAL HIGHLIGHTS<br>Key Capitalization Metrics \($mm\) Q4’23<br>Net Debt\(3\)\(4\) $5,288<br>Gross Asset Value\(5\) $9,183<br>Net Debt\(3\)\(4\) / Adjusted EBITDA 8.4x<br>Net Debt\(3\)\(4\) / Gross Asset Value\(5\) 57.6%<br>Fixed Rate Debt 80.0%<br>Liquidity $136<br>Debt Capitalization \($mm\) Q4’23<br>Total Secured Debt $2,665<br>3.75% Senior Notes $500<br>4.50% Senior Notes $500<br>Revolving Credit Facility $1,744<br>Total Unsecured Debt $2,744<br>Total Debt $5,409<br>Interest Coverage Ratio\(1\) 2.4x<br>Weighted Average Interest Rate Cost\(2\) 4.8%<br>GNL will continue to focus on improving its operating metrics including reducing net debt to Adjusted<br>EBITDA, decreasing interest expense, addressing near-term leases while decreasing our cost of capital and<br>disposing of non-core assets<br>1. The interest coverage ratio is calculated by dividing actual adjusted EBITDA for Q4 2023 by cash paid for interest \(calculated based on the interest expense less non-cash portion of interest expense and amortization of mortgage \(discount\) premium, net\).<br>2. The weighted average interest rate cost is based on the outstanding principal of the debt.<br>3. Represents total debt outstanding of $5.4 billion, less cash and cash equivalents of $122 million.<br>4. Excludes the effect of discounts and deferred financing costs, net.<br>5. Gross asset value is defined as total assets plus accumulated depreciation and amortization as of December 31, 2023.<br>6. Please see Disclaimers at the back of this presentation for a definition of Core FFO and AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income \(loss\) or as a measure of liquidity.<br>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<br>liquidity. AFFO for the third quarter also contains a number of adjustments for items that the company believes were non-recurring, one-time items including adjustments for items that were settled in cash such as merger and proxy related expenses.<br>8.4x<br>7.6x<br>2024 AFFO<br>Guidance Midpoint<br>Q4’23 Annualized<br>AFFO<br>Q4’24 Net Debt /<br>Adj. EBITDA<br>Guidance Midpoint<br>Q4’23 Net Debt<br>/ Adj. EBITDA<br>$1.24<br>$1.35 |
| --- |
| 7<br>GNL DISPOSITION AND<br>BALANCE SHEET STRATEGY<br>Q4’23 Debt Maturity Schedule \($mm\)\(1\)\(2\)<br>Balance Sheet Highlights Planned 2024 Dispositions<br>1. Excludes the effect of discounts and deferred financing costs, net. Current balances as of December 31, 2023 are shown in the year the debt matures.<br>2. Assumes GNL exercises its two 6-month extension options on its credit facility.<br>3. Inclusive of $117 million of signed PSAs and $31 million under LOIs as of February 19, 2024. Assumes signed PSA/LOIs lead to definitive sales on their contemplated terms, which is not assured.<br>4. Includes dispositions budgeted but not under contract. Please see Projections disclaimers at the front of this presentation. There can be no assurance that these dispositions will occur at the cash cap rate we have assumed or on otherwise favorable terms or if they will occur at<br>all.<br>7.5% 12.9% 2.0% 44.5% 19.1% 14.0%<br>% of Total Debt Outstanding<br>$405 $699 $110<br>$163 $531 $757<br>$1,744<br>$500<br>$500<br>2024 2025 2026 2027 2028 Thereafter<br>Mortgage Debt Credit Facility Senior Notes<br> ▪ In 2024, GNL will reduce leverage through strategic dispositions,<br>addressing near-term debt maturities and generating excess cash to<br>enhance our balance sheet<br> ▪ In Q4’23, GNL closed on $76 million of dispositions with the<br>proceeds used to begin the debt paydown strategy<br> ▪ $148 million of dispositions are currently under agreement and<br>scheduled to close in Q1’24 and Q2’24\(3\)<br> ▪ Subsequent to Q4’23, GNL completed an $80 million refinancing<br>with Nordea Bank secured by multiple properties in Finland that<br>extends debt maturities to 2029 at a 4.6% all-in interest rate,<br>successfully addressing the impending 2024 debt maturity<br> ▪ Current liquidity of $136 million and $206 million of capacity on<br>credit facility<br>Weighted Average Debt Maturity: 3.2 years\(2\)<br>Status Timing Amount<br>\($mm\) Notes<br>Signed PSA /<br>Executed<br>LOIs<br>Q1’24 – Q2’24 $148\(3\)<br>Includes $35 million of occupied<br>Truist dispositions at a weighted<br>average cap rate of 6.5%, $50 million<br>sale of Nimble and various vacant<br>assets as part of culling the portfolio<br>post-merger<br>Opportunistic<br>Dispositions\(4\) Q3’24 – Q4’24 $252 to<br>$452\(4\)<br>Anticipate achieving a cash cap rate<br>between 7% and 8% on occupied<br>opportunistic sales<br>2024 Total<br>Dispositions $400 to $600 |
| --- |
| 8<br>Category Description<br>Internalization Savings<br> ▪ Elimination of asset management fees, property management fees, incentive fees, equity issuance<br>fees, and reimbursable expenses net of internalized employee compensation, rent and overhead,<br>and retained 3rd party services<br>Merger Synergies ▪ Corporate consolidation, public company cost savings, and elimination of other duplicative<br>services<br>Net Savings Approximately $75 million\(1\)<br>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<br>future results of operations will be realized.<br>2. Captured synergies based on GNL’s general & administrative expenses for the fourth quarter of 2023 following the completion of the Merger and Internalization, as compared to the general & administrative expenses of RTL and GNL for the full year 2022 \(inclusive of RTL’s<br>general & administrative expenses and GNL and RTL advisory and management fees previously paid to the external manager during such period\).<br>SUBSTANTIAL MERGER SYNERGIES AND<br>INTERNALIZATION SAVINGS<br>Synergies Recognized in Q4 2023 \(000’s\)\(2\)<br>Elimination of Operating Fees to Related Parties $72,148<br>Elimination of Property Management &<br>Leasing Fees 12,860<br>Elimination of RTL G&A Expense 32,365<br>Elimination of GNL G&A Expense 17,737<br>Less: Q4’23 Annualized GNL G&A Expense \(67,468\)<br>Q4’23 Annualized Synergies Recognized\(2\) $67,642<br>As a direct result of the Merger, GNL has already recognized $67.6\(2\) million of annualized cost synergies and is<br>on track to recognize $75 million that was estimated at transaction close\(1\)<br>Q4’23 Annualized<br>Synergies<br>Recognized<br>Remaining<br>Synergies<br>Expected<br>Total Estimated<br>Synergies<br>\($mm\)<br>$68<br>$7 $75 |
| --- |
| 9<br>Portfolio Overview Q4’23<br>Properties 1,296<br>Square Feet \(millions\) 66.8<br>% Leased 96%<br>Weighted Average Remaining Lease Term \(“WALT”\)\(1\) 6.8 years<br>% of SLR Derived from United States & Canada vs. Europe 80% | 20%<br>Industries 94<br>Tenants 803<br>% of SLR derived from Investment Grade Tenants \(“IG Rated”\)\(2\)\(3\) 58%<br>Top 10 Tenant Concentration 21%<br>% of Leases with Contractual Rent Increases\(4\) 78%<br>Average Annual Rental Increase\(3\) 1.3%<br>Metrics as of December 31, 2023.<br>1. Weighted average remaining lease term in years is based on square feet as of December 31, 2023.<br>2. Refer to Investment Grade Rating definition included in the footnotes on slide 4. Based on annualized SLR and as of December 31, 2023, GNL’s portfolio was 33.4% actual investment grade rated and 24.2% implied investment grade rated.<br>3. Calculated as of December 31, 2023, using annualized straight-line rent converted from local currency into USD as of December 31, 2023 for the in-place lease on the property on a straight-line basis, which includes tenant concessions such as free rent, as<br>applicable.<br>4. The percentage of leases with rent increases is based on straight line rent as of December 31, 2023. Refer to SLR definition included in the footnotes on slide 14. Contractual cash base rent increases average 1.3% per year and include fixed percent or actual<br>increases, or country CPI-indexed increases, which may include certain floors or caps on rental increases. As of December 31, 2023, and based on straight-line rent, approximately 59.7% are fixed-rate increases, 14.3% are based on the Consumer Price Index,<br>4.0% are based on other measures and 22.0% do not contain any escalation provisions.<br>PORTFOLIO SNAPSHOT |
| --- |
| 10<br>1. Metric based on annualized SLR as of December 31, 2023. Refer to SLR definition included in the footnotes on slide 14.<br>2. Based on Annualized Straight-Line Rent. Ratings information as of February 7, 2024. For GNL, 33.4% of the rated tenants were actual Investment Grade rated and 24.2% of the rated tenants were implied Investment Grade rated. Implied Investment<br>Grade includes ratings of the tenant’s parent \(regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease\) or lease guarantor. Refer to Investment Grade Rating definition included in the footnotes on slide 4.<br>Top ten tenants represent 21.0% of SLR with no single tenant accounting for more than 3.1%<br>Tenant Credit Rating Country Property Type % of SLR\(1\)<br>Implied: Baa2 U.S. Single-Tenant Retail 3.1%<br>Actual: B- U.K. Industrial & Distribution 2.7%<br>Actual: Baa2 U.S. / Canda Industrial & Distribution 2.7%<br>Actual: Baa3 U.S. Single-Tenant Retail 2.1%<br>Actual: Baa1 U.S. / Italy Industrial & Distribution 2.0%<br>Actual: Baa3 U.S. Industrial & Distribution 1.9%<br>Actual: A2 U.S. Industrial & Distribution;<br>Multi-Tenant Retail 1.9%<br>Actual: A2 U.S. Single-Tenant Retail 1.7%<br>Actual: Aaa U.S. Single-Tenant Office 1.5%<br>Implied: B1 U.K. Single-Tenant Office 1.5%<br>Top 10 Tenants 80.1% IG Rated\(2\) 21.0%<br>Top Ten Tenants<br>HIGH-QUALITY INVESTMENT-GRADE TENANTS |
| --- |
| 11<br>MIDWEST<br>NC<br>FL<br>GA AL MS<br>LA<br>TX<br>NM AZ<br>CA<br>NV<br>UT<br>OR<br>WA<br>ID<br>MT<br>WY<br>CO<br>ND<br>SD<br>NE<br>KS<br>OK<br>AR<br>MO<br>IA<br>MN WI<br>MI<br>IL IN<br>OH<br>KY<br>TN<br>SC<br>NC<br>WV VA<br>PA<br>NY<br>VT NH<br>ME<br>MA<br>NJ CT<br>MD<br>DE<br>DC<br>RI<br>NB<br>PACIFIC<br>SOUTHWEST<br>SOUTHWEST<br>MID-ATLANTIC<br>NEW<br>PACIFIC BRUNSWICK<br>NORTHWEST<br>SOUTH<br>EAST<br>AK<br>NORTHEAST<br>THIRD-LARGEST PUBLICLY TRADED<br>NET LEASE REIT WITH A GLOBAL PRESENCE<br>Geographic Presence<br>Note: Portfolio metrics as of December 31, 2023.<br>SP<br>FR<br>UK<br>ITL<br>GER<br>LUX<br>NETH<br>FIN<br>CI<br>United States / Canada<br>US / Canada Total – 80.1% of SLR<br> ⚫ Southeast – 23.4% of SLR<br> ⚫ Midwest – 21.1% of SLR<br> ⚫ Mid-Atlantic – 12.5% of SLR<br> ⚫ Southwest – 10.8% of SLR<br> ⚫ Pacific Southwest – 5.4% of SLR<br> ⚫ Northeast – 5.9% of SLR<br> ⚫ Pacific Northwest – 0.6% of SLR<br> ⚫ New Brunswick, – 0.4% of SLR<br> Canada<br>Europe<br>Europe Total – 19.9% of SLR<br> ⚫ United Kingdom – 11.1% of SLR<br> ⚫ Netherlands – 2.3% of SLR<br> ⚫ Finland – 2.0% of SLR<br> ⚫ Germany – 1.4% of SLR<br> ⚫ France – 1.1% of SLR<br> ⚫ Channel Islands – 0.8% of SLR<br> ⚫ Luxembourg – 0.8% of SLR<br> ⚫ Italy – 0.3% of SLR<br> ⚫ Spain – 0.1% of SLR |
| --- |
| 12<br>4.8%<br>7.9% 6.9%<br>10.6%<br>13.9%<br>55.9%<br>2024 2025 2026 2027 2028 2029 +<br>Lease Maturity Schedule by Property Type \(% of Total SF\)<br>ATTRACTIVE LEASE MATURITY SCHEDULE<br>Unique investment mix of stable, long-term, single-tenant net-leased and strategically located suburban shopping<br>centers results in a favorable lease maturity schedule and a Weighted Average Remaining Lease Term of 6.8 years\(1\)<br>Note: Data as of December 31, 2023.<br>1. Weighted average remaining lease term in years is based on square feet as of December 31, 2023.<br>Multi-Tenant<br>Retail 1.5% 2.7% 2.8% 2.2% 3.5% 9.7%<br>Single-Tenant<br>Retail 0.1% 1.3% 0.8% 1.0% 1.3% 7.5%<br>Single-Tenant<br>Office 1.6% 1.3% 1.8% 1.1% 1.1% 5.8%<br>Industrial &<br>Distribution 1.6% 2.5% 1.5% 6.3% 8.0% 32.9%<br>6.8 Years Weighted Average Lease Term\(1\)<br>Multi-Tenant Retail<br>Single-Tenant Retail<br>Single-Tenant Office<br>Industrial & Distribution |
| --- |
| 13<br>Leasing momentum continues in Q4 2023 with 70 lease renewals and new leases, combining for over 2.1 million<br>square feet and over $19 million of net straight-line rent<br>Q4 2023\(1\) Leasing and Renewal Activity<br>Single-Tenant Portfolio Multi-Tenant Retail Portfolio<br>New Leases + Renewals Completed 16 54<br>Q4 2023 Renewal Leasing Spread 8.2% 1.7%\(2\)<br>Net Straight-Line Rent on New Leases + Renewals $8.8 million $10.5 million<br>Square Feet on New Leases + Renewals 1,517,222 655,786<br>1. Leasing activity from 10/1/2023 through 12/31/2023.<br>2. Calculated using Annual Base Rent.<br>CONTINUED LEASING MOMENTUM DRIVEN BY<br>STRONG ASSET MANAGEMENT CAPABILITIES<br>Successful Asset Management Capabilities<br>GNL continued to successfully demonstrate its<br>asset management capabilities in Q4 2023 with an<br>average annual rental increase of 1.3% across the<br>portfolio and an attractive renewal leasing spread<br>of 6% across the entire portfolio<br>Notable Recent<br>Tenant Activity<br>Executed new 10-year lease in Q4’23<br>Recently executed a 20,000 square feet<br>expansion<br>Executed 125,000 square feet of renewals<br>with Dick’s in Q4’23 |
| --- |
| 14<br>Industrial<br>WELL POSITIONED PORTFOLIO WITH KEY METRICS<br>Note: Portfolio metrics as of December 31, 2023.<br>1. Calculated as of December 31, 2023, using annualized straight-line rent \(“SLR”\) converted from local currency into USD as of December 31, 2023 for the in-place lease on the property on a straight-line basis, includes tenant concessions such as free rent,<br>as applicable.<br>2. Metric calculated based on square feet as of December 31, 2023.<br>3. Metric based on annualized SLR as of December 31, 2023.<br>4. Refer to Investment Grade definition included in the footnotes on slide 4.<br>+<br>Number of<br>Properties<br>Square Feet<br>\(millions\)<br>SLR<br>\($ millions\)<br>% Leased\(2\)<br>WALT\(3\)<br>% IG Rated<br>Tenants\(3\)\(4\)<br>+ +<br>Industrial &<br>Distribution<br>219<br>33.9<br>$235<br>100%<br>7.7 Years<br>57%<br>Multi-Tenant<br>Retail<br>109<br>16.4<br>$200<br>88%<br>5.2 Years<br>38%<br>Single-Tenant<br>Retail<br>878<br>7.9<br>$154<br>98%<br>8.3 Years<br>66%<br>Single-Tenant<br>Office<br>90<br>8.6<br>$143<br>94%<br>5.0 Years<br>68%<br>Total Portfolio\(1\)<br>1,296<br>66.8<br>$731<br>96%<br>6.8 Years<br>58%<br>Rent<br>Escalations\(3\) 78% 92% 45% 85% 93%<br>GNL’s competitive advantage of having a global presence and diversified portfolio gives the<br>Company the flexibility to focus on attractive opportunities in multiple segments and markets that<br>will contribute long-term value |
| --- |
| 15<br>Healthcare, 6%<br>Financial Services, 6%<br>Auto Manufacturing, 5%<br>Discount Retail, 5%<br>Specialty Retail, 4%<br>Gas/Convenience, 4%<br>Freight, 3%<br>Consumer Goods, 3%<br>Home Improvement, 3%<br>Retail Banking, 3%<br>Quick Service Restaurant, 3%<br>Other, 54%<br>Industrial &<br>Distribution<br>32%<br>Multi-Tenant<br>Retail<br>27%<br>Single-Tenant<br>Retail<br>21%<br>Single-Tenant<br>Office<br>20%<br>Grocery<br>Anchored<br>21%<br>Power Center<br>57%<br>Anchored<br>Center<br>22%<br>$730.9<br>million<br>Total Portfolio Annualized SLR by Segment<br>Industry Exposure\(1\)<br>Credit Rating Asset Diversification \(1\)\(2\)<br>Note: Portfolio metrics as of December 31, 2023.<br>1. Metric based on annualized SLR as of December 31, 2023. Refer to SLR definition included in the footnotes on slide 14.<br>2. Refer to Investment Grade Rating definition included in the footnotes on slide 4.<br>3. “All Other” represents the aggregate of all industries with less than three percent exposure.<br>DIVERSIFIED AND STABLE TENANT BASE<br>Single-Tenant Portfolio Multi-Tenant Retail Portfolio<br>$531.4<br>million<br>$199.7<br>million<br>Single-Tenant<br>73%<br>Investment Grade<br>58%<br>Non-Investment<br>Grade<br>36%<br>Not Rated<br>6%<br>\(2\)<br>\(3\)<br>Single-Tenant<br>Office<br>27%<br>Retail<br>29%<br>Industrial & Distribution<br>44% |
| --- |
| 16<br>United States<br>77%<br>Europe<br>7%<br>United Kingdom<br>15%<br>Canada<br>1%<br>Segment Highlights Lease Maturity Schedule \(% of Total SF\)<br>Geographic Breakdown \(% of Total SLR\) Top Five Tenants<br>Tenant Credit Rating Country % of SLR<br>Actual: B- U.K. 2.7%<br>Actual: Baa2 U.S. / Canada 2.7%<br>Actual: Baa1 U.S. / Italy 2.0%<br>Actual: Baa3 U.S. 1.9%<br>Implied: Baa2 U.S. 1.4%<br>Top 5 Tenants 74.8% IG Rated\(2\)\(3\) 10.7%<br>32%<br>Total Portfolio\(1\)<br>219<br>Properties<br>33.9M<br>Square Feet<br>18%<br>CPI Increases\(1\)<br>100%<br>Leased<br>7.7 Years<br>WALT<br>57%<br>IG Tenants\(1\)<br>92%<br>Rent Escalators\(1\)<br>1.5%<br>Average Annual<br>Rental Increase\(1\)<br>Note: Portfolio metrics as of December 31, 2023.<br>1. Based on Annualized Straight-Line Rent.<br>2. Refer to Investment Grade Rating definition included in the footnotes on slide 4.<br>3. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.<br>INDUSTRIAL & DISTRIBUTION OVERVIEW<br>7.7 Years Weighted Average Lease Term<br>1.4% 2.5% 1.5%<br>6.3% 8.0%<br>32.9%<br>2024 2025 2026 2027 2028 2029 + |
| --- |
| 17<br>1.5%<br>2.7% 2.8% 2.2%<br>3.5%<br>9.7%<br>2024 2025 2026 2027 2028 2029 +<br>90.0%<br>87.6%<br>90.5%<br>Q3'23 Occupancy Q4'23 Occupancy<br>Multi-Tenant Leasing Is Expected To Increase Occupancy to 90.5%<br>Q4’23 +<br>Executed Occupancy<br> & Leasing Pipeline<br>MULTI-TENANT RETAIL OVERVIEW<br>Tenant Credit Rating Country % of SLR<br>Actual: B1 U.S. 1.4%<br>Actual: Baa3 U.S. 1.2%<br>Actual: A3 U.S. 1.1%<br>Actual: Ba2 U.S. 1.0%<br>Actual: A2 U.S. 1.0%<br>Top 5 Tenants 75.4% IG Rated\(3\)\(4\) 5.7%<br>Segment Highlights Lease Maturity Schedule \(% of Total SF\)<br>Leasing Pipeline \(000’s\) Top Five Tenants<br>27%<br>Total Portfolio\(1\)<br>109<br>Properties<br>16.4M<br>Square Feet<br>$200M<br>SLR<br>90.5%<br>Leased + Pipeline<br>5.2 Years<br>WALT<br>38%<br>IG Tenants\(1\)<br>1.7%<br>Leasing Spread\(2\)<br>61%<br>Sunbelt\(1\)<br>Q4’23 Occupancy<br>Q4’23 Executed Occupancy<br>Q4’23 Leasing Pipeline<br>14,368 SF<br>196 SF<br>289 SF<br>Note: Portfolio metrics as of December 31, 2023. Leasing Pipeline data as of January 31, 2024. Assumes executed leases commence and signed LOIs lead to definitive leases on their contemplated terms, which is not assured.<br>1. Based on Annualized Straight-Line Rent.<br>2. Calculated using Annual Base Rent.<br>3. Refer to Investment Grade Rating definition included in the footnotes on slide 4.<br>4. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.<br>5.2 Years Weighted Average Lease Term<br>Anchor Tenants:<br>5.5 Years<br>In-Line Tenants:<br>4.0 Years |
| --- |
| 18<br>0.1%<br>1.3% 0.8% 1.0% 1.3%<br>7.5%<br>2024 2025 2026 2027 2028 2029 +<br>United States<br>89%<br>Europe<br>4%<br>United Kingdom<br>7%<br>SINGLE-TENANT RETAIL OVERVIEW<br>Tenant Credit Rating Country % of SLR<br>Implied: Baa2 U.S. 3.1%<br>Actual: Baa3 U.S. 2.1%<br>Actual: A2 U.S. 1.7%<br>Actual: Baa2 U.S. 1.3%<br>Actual: Baa1 U.S. 0.9%<br>Top 5 Tenants 100.0% IG Rated\(2\)\(3\) 9.1%<br>Segment Highlights Lease Maturity Schedule \(% of Total SF\)<br>Geographic Breakdown \(% of Total SLR\) Top Five Tenants<br>21%<br>Total Portfolio\(1\)<br>878<br>Properties<br>7.9M<br>Square Feet<br>$154M<br>SLR<br>98%<br>Leased<br>8.3 Years<br>WALT<br>66%<br>IG Tenants\(1\)<br>85%<br>Rent Escalators\(1\)<br>1.6%<br>Average Annual<br>Rental Increase\(1\)<br>Note: Portfolio metrics as of December 31, 2023.<br>1. Based on Annualized Straight-Line Rent.<br>2. Refer to Investment Grade Rating definition included in the footnotes on slide 4.<br>3. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.<br>8.3 Years Weighted Average Lease Term |
| --- |
| 19<br>United States<br>47%<br>Europe<br>29%<br>United Kingdom<br>24%<br>SINGLE-TENANT OFFICE OVERVIEW<br>Tenant Credit Rating Country % of SLR<br>Actual: Aaa U.S. 1.5%<br>Implied: B1 U.K. 1.5%<br>Actual: Aa3 Netherlands 1.4%<br>Implied: A Luxembourg 0.8%<br>Implied: Baa2 Finland 0.8%<br>Top 5 Tenants 75.0% IG Rated\(3\)\(4\) 6.0%<br>Segment Highlights Lease Maturity Schedule \(% of Total SF\)<br>20%<br>Total Portfolio\(1\)<br>90<br>Properties<br>8.6M<br>Square Feet<br>$143M<br>SLR<br>94%<br>Leased<br>68%<br>IG Tenants\(1\)<br>1.7%<br>Average Annual<br>Rental Increase\(1\)<br>93%<br>Rent Escalators\(1\)<br>70.0%<br>Mission Critical\(2\)<br>Geographic Breakdown \(% of Total SLR\) Top Five Tenants<br>Note: Portfolio metrics as of December 31 2023.<br>1. Based on Annualized Straight-Line Rent.<br>2. Mission critical includes HQ, Lab, and R&D facilities and is calculated based on square feet.<br>3. Refer to Investment Grade Rating definition included in the footnotes on slide 4.<br>4. Calculated by adding the Investment Grade tenants’ percentage of SLR and dividing by the total SLR amount.<br>5.0 Years Weighted Average Lease Term<br>1.1% 1.3% 1.8% 1.1% 1.1%<br>5.8%<br>2024 2025 2026 2027 2028 2029 + |
| --- |
| 20<br>LEADERSHIP OVERVIEW<br>Management Board of Directors<br>Michael Weil, Director<br> Refer to “Management” section for Michael Weil’s biography<br>Michael Weil, Co-Chief Executive Officer<br> Previously served as CEO of The Necessity Retail REIT<br> Member of the Board of Directors of Global Net Lease,<br>Inc. since 2012<br> Served as President of the Board of Directors of the Real<br>Estate Investment Securities Association \(n/k/a ADISA\)<br>James Nelson, President & Co-Chief Executive Officer<br> Joined GNL Board in March 2017<br> Previously served as Chairman of the Board of Xerox<br>Holdings Corporation. Also currently serves as an<br>independent director and chair of the audit committee for<br>Chewy, Inc.<br>Chris Masterson, Chief Financial Officer<br> Previously served as Chief Accounting Officer of GNL<br> Past experience includes accounting positions with<br>Goldman Sachs and KPMG<br>Sue Perrotty, Non-Executive Chairperson of the Board of Directors<br> Currently serves as President and Chief Executive Officer of AFM Financial<br>Services and Tower Health<br>James Nelson, Director<br> Refer to “Management” section for James Nelson’s biography<br>Edward Rendell, Independent Director<br> Previously served as the 45th Governor of the Commonwealth of Pennsylvania and<br>as the Mayor of Philadelphia, and as a member of the board of directors of The<br>Necessity Retail REIT<br>Lisa Kabnick, Independent Director<br> Retired Partner at Troutman Pepper Hamilton Sanders LLP, and previously served<br>as a member of the board of directors of The Necessity Retail REIT<br>Therese Antone, Independent Director<br> Currently serves as the Chancellor of Salve Regina University since her appointment<br>in 2009<br>Leslie Michelson, Independent Director<br> Currently serves as lead independent director of Franklin BSP Franklin Lending<br>Corporation, and previously served as a member of the board of directors of The<br>Necessity Retail REIT<br>Stanley Perla, Independent Director<br> Previously served as a member of the board of directors and the chair of the audit<br>committee of Madison Harbor Balanced Strategies, Inc, and previously served as a<br>member of the board of directors on the Necessity Retail REIT<br>Independent Directors<br>Inside Directors<br>Jesse Galloway, Executive Vice President & General Counsel<br> Joined GNL in September 2023<br> 25 years of legal experience representing large real estate<br>companies and financial institutions, including 10 years as<br>General Counsel and 15 years in private practice<br>Jason Slear, Executive Vice President<br> Responsible for sourcing, negotiating, and closing GNL’s<br>real estate acquisitions and dispositions<br> Oversaw the acquisition of over $3.5 billion of real estate<br>assets and the lease-up of over 10 million square feet<br>during professional career<br>Ori Kravel, Senior Vice President<br> Responsible for corporate development and business<br>strategy<br> Executed over $12 billion of capital market transactions<br>and over $25 billion of M&A transactions |
| --- |
| 21<br>FINANCIAL DEFINITIONS<br>Non-GAAP Financial Measures<br>This section discusses non-GAAP financial measures we use to evaluate our performance, including Funds from Operations \(“FFO”\), Core Funds from Operations<br>\(“Core FFO”\), Adjusted Funds from Operations \(“AFFO”\), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization \(“Adjusted EBITDA”\), Net<br>Operating Income \(“NOI”\) and Cash Net Operating Income \(“Cash NOI”\). While NOI is a property-level measure, AFFO is based on total Company performance<br>and therefore reflects the impact of other items not specifically associated with NOI such as, interest expense, general and administrative expenses and operating fees<br>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<br>these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.<br>Caution on Use of Non-GAAP Measures<br>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<br>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<br>GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures.<br>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<br>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,<br>Core FFO and AFFO may not be comparable to other similarly-titled measures presented by other REITs.<br>We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and AFFO calculations exclude such factors as depreciation<br>and amortization of real estate assets and gain or loss from sales of operating real estate assets \(which can vary among owners of identical assets in similar conditions<br>based on historical cost accounting and useful-life estimates\), FFO, Core FFO and AFFO presentations facilitate comparisons of operating performance between<br>periods and between other REITs in our peer group. |
| --- |
| 22<br>Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations<br>Funds From Operations<br>Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a measure known as<br>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<br>determined under GAAP.<br>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<br>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<br>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<br>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<br>value of depreciable real estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude the proportionate share of<br>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<br>definition.<br>The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, and straight-line amortization of<br>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<br>market conditions, including inflation, interest rates, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting<br>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<br>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<br>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<br>more complete understanding of our performance to investors and to management, and, when compared year over year, reflects the impact on our operations from<br>trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net<br>income.<br>FINANCIAL DEFINITIONS |
| --- |
| 23<br>Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations \(Cont’d\)<br>Core Funds From Operations<br>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<br>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<br>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<br>business plan to generate operational income and cash flows in order to make dividend payments to stockholders. In evaluating investments in real estate, we<br>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<br>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<br>statement of cash flows. We consider these write-offs and prepayment penalties to be capital transactions and not indicative of operations. By excluding expensed<br>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<br>real estate investment and is consistent with management’s analysis of the investing and operating performance of our properties.<br>Adjusted Funds From Operations<br>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,<br>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<br>fundamental attribute of our business plan or were one time or non-recurring items. These items include early extinguishment of debt and other items excluded in Core<br>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<br>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<br>leases intangibles, amortization of deferred financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful information<br>regarding income and expense items which have a direct impact on our ongoing operating performance. We also exclude revenue attributable to the reimbursement by<br>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<br>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.<br>FINANCIAL DEFINITIONS |
| --- |
| 24<br>Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations \(Cont’d\)<br>Adjusted Funds From Operations \(cont’d\)<br>In calculating AFFO, we exclude certain expenses which under GAAP are characterized as operating expenses in determining operating net income. All paid and<br>accrued acquisition, transaction and other costs \(including prepayment penalties for debt extinguishments and merger related expenses\) and certain other expenses,<br>including expenses incurred for the 2023 proxy contest and related Blackwells/Related Parties litigation, expenses related to our European tax restructuring and<br>transition costs related to the Mergers, negatively impact our operating performance during the period in which expenses are incurred or properties are acquired and<br>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,<br>certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In addition, as discussed<br>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<br>are therefore typically adjusted for when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO provides<br>information consistent with management’s analysis of our operating performance. Additionally, fair value adjustments, which are based on the impact of current market<br>fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be<br>directly related or attributable to our current operating performance. By excluding such changes that may reflect anticipated and unrealized gain or loss, we believe<br>AFFO provides useful supplemental information. By providing AFFO, we believe we are presenting useful information that can be used to, among other things, assess<br>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<br>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<br>should be examined in conjunction with net income \(loss\) calculated in accordance with GAAP and presented in our consolidated financial statements. AFFO should<br>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<br>distributions.<br>FINANCIAL DEFINITIONS |
| --- |
| 25<br>Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, and Cash Net Operating Income.<br>We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization adjusted for acquisition, transaction and other<br>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<br>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<br>to operating performance. All paid and accrued acquisition, transaction and other costs \(including prepayment penalties for debt extinguishments\) and certain other<br>expenses, including general and administrative expenses incurred for the 2023 proxy contest and related Blackwells/Related Parties litigation, expenses related to our<br>European tax restructuring and transition costs related to the Merger and Internalization, negatively impact our operating performance during the period in which<br>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<br>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<br>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<br>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<br>operating activities. Other REITs may calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.<br>NOI is a non-GAAP financial measure equal to net income \(loss\), the most directly comparable GAAP financial measure, less discontinued operations, interest, other<br>income and income from preferred equity investments and investment securities, plus corporate general and administrative expense, acquisition, transaction and other<br>costs, depreciation and amortization, other noncash expenses and interest expense. We use NOI internally as a performance measure and believe NOI provides useful<br>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<br>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<br>allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations<br>from trends in occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective not immediately apparent from net<br>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,<br>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.<br>In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI<br>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<br>operating results, NOI should be examined in conjunction with net income \(loss\) as presented in our consolidated financial statements. NOI should not be considered<br>as an alternative to net income \(loss\) as an indication of our performance or to cash flows as a measure of our liquidity.<br>FINANCIAL DEFINITIONS |
| --- |
| 26<br>Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating Income, and Cash Net Operating Income \(Cont’d\)<br>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 \(which is<br>separately defined herein\) excluding amortization of above/below market lease intangibles and straight-line adjustments that are included in GAAP lease revenues. We<br>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<br>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<br>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<br>NOI may not be directly comparable to the way other REITs calculate and present Cash NOI.<br>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.<br>Management believes that Cash Paid for Interest provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for Interest<br>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<br>considered together with and as a supplement to our financial information prepared in accordance with GAAP.<br>FINANCIAL DEFINITIONS |
| --- |
| 27<br>NON – GAAP RECONCILIATIONS<br>1. Amount relates to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for this<br>amount.<br>2. Amount includes costs related to \(i\) compensation incurred for our retiring Co-Chief Executive Officer; \(ii\) a transition service agreement with the former Advisor and; \(iii\) insurance premiums related to expiring directors and officers of<br>former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased Adjusted EBITDA for this amount.<br>\(Amounts in thousands\) Three Months Ended<br>31-Dec-23<br>EBITDA:<br>Net loss $\(48,578\)<br>Depreciation and amortization 98,713<br>Interest expense 83,575<br>Income tax expense 5,459<br>EBITDA 139,169<br>Impairment charges 2,978<br>Equity-based compensation 1,058<br>Merger, transaction and other costs 4,349<br>Loss on dispositions of real estate investments 988<br>Loss on derivative instruments 4,478<br>Loss on extinguishment of debt 817<br>Other income \(435\)<br>Expenses attributable to European tax restructuring\(1\) 2,169<br>Transition costs related to the Merger and Internalization\(2\) 2,484<br>Adjusted EBITDA 158,055<br>Operating fees to related parties \(580\)<br>General and administrative 16,867<br>Expenses attributable to European tax restructuring\(1\) \(2,169\)<br>Transition costs related to the Merger and Internalization\(2\) \(2,484\)<br>NOI $169,689<br>Amortization of above- and below- market leases and ground lease intangibles and right-of-use assets, net 1,907<br>Straight-line rent \(6,720\)<br>Cash NOI $164,876<br>Cash Paid for Interest:<br>Interest Expense $83,575<br>Non-cash portion of interest expense \(2,408\)<br>Amortization of mortgage discounts \(15,078\)<br>Total Cash Paid for Interest $66,089 |
| --- |
| 28<br>\(Amounts in thousands\) Three Months Ended<br>31-Dec-23<br>Funds from operations \(FFO\):<br>Net loss attributable to common stockholders \(in accordance with GAAP\) $\(59,514\)<br>Impairment charges 2,978<br>Depreciation and amortization 98,713<br>Loss on disposition of real estate investments 988<br>FFO \(as defined by NAREIT\) attributable to stockholders $43,165<br>Merger, transaction and other costs\(1\) 4,349<br>Loss on extinguishment of debt 817<br>Core FFO attributable to stockholders $48,331<br>Non-cash equity-based compensation 1,058<br>Non-cash portion of interest expense 2,408<br>Amortization related to above- and below- market lease intangibles and right-of-use assets, net 1,907<br>Straight-line rent \(6,720\)<br>Eliminate unrealized losses on foreign currency transactions\(2\) 4,941<br>Amortization of mortgage discounts 15,078<br>Expenses attributable to European tax restructuring\(3\) 2,169<br>Transition costs related to the Merger and Internalization\(4\) 2,484<br>Adjusted funds from operations \(AFFO\) attributable to stockholders $71,656<br>Weighted-average shares outstanding – Basic and Diluted 230,320<br>Net loss per share attributable to common stockholders $\(0.26\)<br>FFO per share $0.19<br>Core FFO per share $0.21<br>AFFO per share $0.31<br>Dividends declared $81,891<br>NON – GAAP RECONCILIATIONS<br>1. For the three months ended December 31, 2023, these costs primarily consist of advisory, legal and other professional costs that were directly related to the Merger and Internalization.<br>2. For AFFO purposes, we add back unrealized \(gains\) losses. For the three months ended December 31, 2023, the loss on derivative instruments was $4.5 million, which consisted of unrealized losses of $4.9 million and realized gains of<br>$0.4 million.<br>3. Amount relates to costs incurred related to the tax restructuring of our European entities. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount.<br>4. Amount includes costs related to \(i\) compensation incurred for our retiring Co-Chief Executive Officer; \(ii\) a transition service agreement with the former Advisor and; \(iii\) insurance premiums related to expiring directors and officers of<br>former RTL directors. We do not consider these expenses to be part of our normal operating performance and have, accordingly, increased AFFO for this amount. |
| --- |