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Global Net Lease(GNL) - 2024 Q1 - Quarterly Results
2024-05-07 20:19
EXHIBIT 99.2 Global Net Lease, Inc. Supplemental Information Quarter ended March 31, 2024 (unaudited) Global Net Lease, Inc. Supplemental Information Quarter ended March 31, 2024 (Unaudited) Table of Contents | Item | Page | | --- | --- | | Non-GAAP Definitions | 4 | | Key Metrics | 6 | | Consolidated Balance Sheets | 7 | | Consolidated Statements of Operations | 8 | | Non-GAAP Measures | 9 | | Debt Overview | 11 | | Future Minimum Lease Rents | 12 | | Top Twenty Tenants | 13 | | Diversification by Property ...
Global Net Lease Announces Release Date for First Quarter 2024 Results
Newsfilter· 2024-04-23 10:00
NEW YORK, April 23, 2024 (GLOBE NEWSWIRE) -- Global Net Lease, Inc. (NYSE:GNL) ("GNL" or the "Company") announced today that it will release its financial results for the first quarter ended March 31, 2024 on Tuesday, May 7, 2024 after the close of trading on the New York Stock Exchange. The Company will host a conference call and audio webcast on Wednesday, May 8, 2024, beginning at 11:00 a.m. ET, to discuss the first quarter results and provide commentary on business performance. The results will be relea ...
Global Net Lease: Declining Dividends And AFFO Per Share Impact Common Shares
Seeking Alpha· 2024-04-18 02:39
DNY59 REIT investing has been reshaped over the past five years. Looking at the era following the Great Recession, rock bottom interest rates precipitated a long-term decline in capitalization rates, which mirrored the long-term decline in treasury rates. As the ten-year treasury yield fell consistently over a period of four decades, real estate investors were supported by an extraordinary tailwind. Data by YCharts The era was essentially “easy street” for most REITs. However, as we know well, not all R ...
Global Net Lease Announces $462 Million of Dispositions Closed or Under Agreement¹ as Part of Strategic Disposition Plan
Newsfilter· 2024-04-17 10:00
Expect to achieve a 7.2% cash cap rate on occupied dispositions with a weighted average remaining lease term of 3.8 years NEW YORK, April 17, 2024 (GLOBE NEWSWIRE) -- Global Net Lease, Inc. (NYSE:GNL) ("GNL" or the "Company") today announced continued progress on its 2024 strategic disposition plan, which it first detailed in its fourth-quarter and full year earnings report in February 2024. As of April 15, 2024, GNL's strategic disposition efforts have resulted in over $462 million of transactions that are ...
Global Net Lease Announces $237 Million CMBS Re-Financing
Newsfilter· 2024-04-08 10:00
Fixed interest rate of 5.74% is 159 basis points lower than existing debt on re-financed assets Reduces annualized interest expense by over $3.5 million NEW YORK, April 08, 2024 (GLOBE NEWSWIRE) -- Global Net Lease, Inc. (NYSE:GNL) ("GNL" or the "Company") announced today that the Company completed a $237 million commercial mortgage-backed security loan (the "Loan") secured by 20 U.S. industrial properties previously secured under the Company's corporate credit facility. The lead lender for the Loan is Ban ...
Global Net Lease(GNL) - 2023 Q4 - Annual Report
2024-02-27 21:46
PART I [Business](index=5&type=section&id=Item%201.%20Business) Global Net Lease, Inc. manages a diversified global portfolio of 1,296 net lease properties, significantly expanded by the RTL acquisition and management internalization - On **September 12, 2023**, the company acquired The Necessity Retail REIT (RTL) and simultaneously internalized its advisory and property management functions, transitioning from an externally managed to an **internally managed REIT**[17](index=17&type=chunk)[38](index=38&type=chunk) Portfolio Overview as of December 31, 2023 | Metric | Value | | :--- | :--- | | **Total Properties** | 1,296 | | **Rentable Square Feet** | 66.8 million | | **Occupancy** | 96% | | **Weighted-Average Remaining Lease Term** | 6.8 years | Portfolio Composition by Segment (by Annualized Rental Income) | Segment | Percentage | | :--- | :--- | | Industrial & Distribution | 32% | | Multi-Tenant Retail | 27% | | Single-Tenant Retail | 21% | | Office | 20% | - As of December 31, 2023, **57.6%** of rental income was derived from tenants rated as **'Investment Grade'**, which includes both actual and implied investment grade ratings[21](index=21&type=chunk)[22](index=22&type=chunk) - Post-internalization, the company hired its own workforce of **77 employees** as of December 31, 2023, a significant change from having no employees (except one tax specialist in Europe) in the prior year[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks from RTL integration, substantial indebtedness, rising interest rates, market downturns, international investments, and REIT qualification challenges - The company may face difficulties integrating the operations of the newly acquired **RTL** and may not realize the anticipated **synergies** from the merger and internalization[44](index=44&type=chunk)[46](index=46&type=chunk) - The company has **substantial indebtedness** and may be unable to repay or refinance it as it becomes due. Increases in **interest rates** could significantly increase debt service costs[44](index=44&type=chunk)[125](index=125&type=chunk) - Market and economic challenges, including **inflation**, decreased demand for **office space**, and the shift to **online retail**, may adversely affect rental revenues and property values[44](index=44&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) - International investments, which account for **20%** of properties by annualized rental income, expose the company to **foreign currency exchange rate fluctuations** and differing legal and political environments[60](index=60&type=chunk) - Failure to maintain **REIT qualification** would subject the company to **U.S. federal income tax** at corporate rates, significantly reducing net earnings available for distribution[44](index=44&type=chunk)[161](index=161&type=chunk) [Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[185](index=185&type=chunk) [Cybersecurity](index=31&type=section&id=Item%201C.%20Cybersecurity) The company maintains a cybersecurity risk management program overseen by the Audit Committee, with no material incidents reported - The company has a cybersecurity risk management program designed to protect critical systems and information, which is integrated into its enterprise risk management[187](index=187&type=chunk)[188](index=188&type=chunk) - The Board's Audit Committee provides oversight for the cybersecurity program, reviewing risk assessments and management's implementation of controls[189](index=189&type=chunk) - As of the report date, no known cybersecurity threats or prior incidents have had a material effect on the company's operations, strategy, or financial condition[188](index=188&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) The company's portfolio comprises 1,296 properties across four segments, diversified geographically and by industry, with a weighted average lease term of 6.8 years Portfolio Summary by Segment (as of December 31, 2023) | Segment | Number of Properties | Annualized Straight-Line Rent (in millions) | % of Total Rent | Occupancy | Wtd. Avg. Lease Term (Years) | | :--- | :--- | :--- | :--- | :--- | :--- | | Industrial & Distribution | 219 | $234.66 | 32% | 100% | 7.7 | | Multi-Tenant Retail | 109 | $199.70 | 27% | 88% | 5.2 | | Single-Tenant Retail | 878 | $153.54 | 21% | 98% | 8.3 | | Office | 90 | $142.97 | 20% | 94% | 5.0 | | **Total** | **1,296** | **$730.87** | **100%** | **96%** | **6.8** | Top Tenant Industries by Annualized Rent (as of Dec 31, 2023) | Industry | % of Total Rent | | :--- | :--- | | Financial Services | 6% | | Auto Manufacturing | 6% | | Healthcare | 5% | | Discount Retail | 5% | Geographic Distribution by Annualized Rent (as of Dec 31, 2023) | Country/Region | % of Total Rent | | :--- | :--- | | United States & Canada | 80% | | United Kingdom | 11% | | Other European Countries | 9% | - Lease expirations are concentrated over the next six years, with **12.1%** of annualized straight-line rent expiring in 2028 and **11.5%** in 2029[201](index=201&type=chunk) [Legal Proceedings](index=36&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material legal proceedings pending - None[205](index=205&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[206](index=206&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE, with a recent dividend reduction to $1.10 annually to manage leverage - In October 2023, following the mergers, the Board set a new annual dividend rate for Common Stock at **$1.42 per share** (**$0.354 quarterly**)[216](index=216&type=chunk) - On February 26, 2024, the Board approved a policy to reduce the Common Stock dividend rate to an anticipated **$1.10 annualized** (**$0.275 quarterly**), effective with the next declaration expected in April 2024, to increase cash available to lower leverage[217](index=217&type=chunk)[390](index=390&type=chunk) - For tax purposes, **100%** of the dividends distributed for Common Stock and all series of Preferred Stock during the year ended December 31, 2023, represented a return of capital[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk) - The company has an employee and director incentive plan, the 2021 Omnibus Incentive Compensation Plan, and assumed RTL's 2018 plan in the merger. As of Dec 31, 2023, there were **1,004,160** securities to be issued upon exercise of outstanding options and rights, and **4,546,496** securities remaining available for future issuance under these plans[226](index=226&type=chunk)[228](index=228&type=chunk) [Reserved](index=39&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's 2023 financial results were significantly impacted by the RTL merger, leading to increased revenue, a substantial net loss due to one-time costs, higher debt, and a dividend reduction strategy Key Financial Results Comparison (2023 vs. 2022) | Metric (in millions) | 2023 | 2022 | | :--- | :--- | :--- | | **Revenue from Tenants** | $515.1 | $378.9 | | **Net Loss Attributable to Common Stockholders** | $(239.3) | $(8.4) | | **Impairment Charges** | $68.7 | $21.6 | | **Merger, Transaction and Other Costs** | $54.5 | $0.2 | | **AFFO Attributable to Common Stockholders** | $199.8 | $172.9 | | **Cash Flows from Operating Activities** | $143.7 | $181.8 | - The significant increase in net loss was primarily due to one-time costs associated with the RTL merger, including transaction costs (**$54.5 million**), settlement costs (**$29.7 million**), and impairment charges (**$68.7 million**)[302](index=302&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - Total gross debt increased significantly to **$5.4 billion** at year-end 2023 from **$2.4 billion** at year-end 2022, mainly due to debt assumed in the RTL merger and additional borrowings to repay RTL's credit facility[312](index=312&type=chunk)[347](index=347&type=chunk) - For the year ended December 31, 2023, cash flows from operations of **$143.7 million** funded **60.8%** of the total **$236.4 million** in dividends and distributions, with the remainder funded from available cash on hand[332](index=332&type=chunk)[394](index=394&type=chunk) - The company is actively managing its leverage, with plans to use proceeds from strategic dispositions to reduce debt. As of February 19, 2024, it had signed purchase and sale agreements and non-binding letters of intent for dispositions totaling **$147.7 million**[332](index=332&type=chunk)[338](index=338&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate and foreign currency fluctuations, with most debt fixed-rate and currency risk managed through matching and derivatives - As of December 31, 2023, **80%** of the company's **$5.4 billion** total debt was fixed-rate or effectively fixed through swaps, with a weighted-average effective interest rate of **4.1%**. The remaining **20%** was variable-rate debt with a weighted-average rate of **7.2%**[407](index=407&type=chunk) - A **1%** change in annual interest rates would increase or decrease the annual interest expense on the company's unhedged variable-rate debt by approximately **$11.1 million**[409](index=409&type=chunk) - The company manages foreign currency risk by matching debt service obligations with rental income in the same currency and using derivative instruments. It is a net receiver of EUR, GBP, and CAD, so a weaker USD is generally beneficial to its operating results[410](index=410&type=chunk) - The portfolio has geographic concentrations, with **80%** of annualized rental income from the U.S. and Canada and **11%** from the United Kingdom. Asset type concentrations include Industrial & Distribution (**32%**) and Multi-Tenant Retail (**27%**)[416](index=416&type=chunk) [Financial Statements and Supplementary Data](index=65&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's consolidated financial statements and supplementary data, which begin on page F-1 - The required financial statements and supplementary data are incorporated by reference and can be found starting on page F-1 of the report[417](index=417&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=65&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[418](index=418&type=chunk) [Controls and Procedures](index=65&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, confirmed by external auditors - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[419](index=419&type=chunk) - Management assessed internal control over financial reporting based on the COSO framework and concluded it was effective as of December 31, 2023. This assessment was audited and confirmed by PricewaterhouseCoopers LLP[421](index=421&type=chunk)[422](index=422&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, internal controls[423](index=423&type=chunk) [Other Information](index=66&type=section&id=Item%209B.%20Other%20Information) No directors or officers adopted, modified, or terminated Rule 10b5-1 trading arrangements during Q4 2023 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan during the three months ended December 31, 2023[424](index=424&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=66&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[425](index=425&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=66&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's definitive 2024 proxy statement - Information required by this item is incorporated by reference from the registrant's definitive proxy statement for the 2024 Annual Meeting of Stockholders[427](index=427&type=chunk) [Executive Compensation](index=66&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive 2024 proxy statement - Information required by this item is incorporated by reference from the registrant's definitive proxy statement for the 2024 Annual Meeting of Stockholders[428](index=428&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=66&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Details on security ownership are incorporated by reference from the company's definitive 2024 proxy statement - Information required by this item is incorporated by reference from the registrant's definitive proxy statement for the 2024 Annual Meeting of Stockholders[429](index=429&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=66&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the company's definitive 2024 proxy statement - Information required by this item is incorporated by reference from the registrant's definitive proxy statement for the 2024 Annual Meeting of Stockholders[430](index=430&type=chunk) [Principal Accountant Fees and Services](index=66&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's definitive 2024 proxy statement - Information required by this item is incorporated by reference from the registrant's definitive proxy statement for the 2024 Annual Meeting of Stockholders[431](index=431&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=67&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index of all exhibits and references the audited consolidated financial statements and Schedule III - This section contains the index to the audited consolidated financial statements (beginning on page F-1) and includes Schedule III – Real Estate and Accumulated Depreciation[434](index=434&type=chunk) - A comprehensive list of exhibits, including articles of incorporation, bylaws, debt agreements, and material contracts, is provided, with many items incorporated by reference from previous filings[436](index=436&type=chunk)[437](index=437&type=chunk) [Form 10-K Summary](index=73&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[448](index=448&type=chunk)
Global Net Lease(GNL) - 2023 Q4 - Annual Results
2024-02-27 21:19
EXHIBIT 99.2 Global Net Lease, Inc. Supplemental Information Quarter ended December 31, 2023 (unaudited) Global Net Lease, Inc. Supplemental Information Quarter ended December 31, 2023 (Unaudited) Table of Contents | Item | Page | | --- | --- | | Non-GAAP Definitions | 3 | | Key Metrics | 6 | | Consolidated Balance Sheets | 7 | | Consolidated Statements of Operations | 8 | | Non-GAAP Measures | 9 | | Debt Overview | 12 | | Future Minimum Lease Rents | 13 | | Top Twenty Tenants | 14 | | Diversification by Pr ...
Global Net Lease(GNL) - 2023 Q3 - Quarterly Report
2023-11-07 21:52
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number: 001-37390 Global Net Lease, Inc. (Exact name of registrant as specified in its charter) Maryland 45-277197 ...
Global Net Lease(GNL) - 2023 Q2 - Quarterly Report
2023-08-03 20:18
[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=2&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financials show increased assets and liabilities, a $31.4 million Q2 2023 net loss, and decreased operating cash flow [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $4.00 billion, liabilities rose to $2.65 billion, and total equity decreased to $1.36 billion Balance Sheet Highlights (In thousands) | Balance Sheet Highlights (In thousands) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total real estate investments, net | $3,654,228 | $3,595,270 | | Cash and cash equivalents | $100,918 | $103,335 | | **Total Assets** | **$4,001,876** | **$3,961,826** | | Mortgage notes payable, net | $995,184 | $1,233,081 | | Revolving credit facility | $1,038,502 | $669,968 | | **Total Liabilities** | **$2,646,707** | **$2,507,907** | | **Total Equity** | **$1,355,169** | **$1,453,919** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2023 net loss was $31.4 million, significantly higher than prior year, driven by merger and settlement costs Operating Results (In thousands) | Operating Results (In thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue from tenants | $95,844 | $95,177 | $190,176 | $192,310 | | Total expenses | $91,356 | $80,435 | $155,316 | $144,719 | | Merger, transaction and other costs | $6,279 | $133 | $6,378 | $141 | | Settlement costs | $15,084 | $— | $15,084 | $— | | Impairment charges | $— | $16,031 | $— | $16,261 | | **Net (loss) income** | **($26,258)** | **($716)** | **($27,148)** | **$9,825** | | Net loss attributable to common stockholders | ($31,357) | ($5,847) | ($37,346) | ($364) | | **Net loss per share — Basic and Diluted** | **($0.30)** | **($0.06)** | **($0.36)** | **($0.01)** | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations decreased to $84.4 million, with increased investing activities and financing from credit facility Cash Flow Summary (In thousands) | Cash Flow Summary (In thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $84,358 | $105,893 | | Net cash used in investing activities | ($92,519) | ($35,444) | | Net cash provided by (used in) financing activities | $4,219 | ($39,667) | | **Net change in cash, cash equivalents and restricted cash** | **($3,942)** | **$30,782** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail a proposed merger with RTL, management internalization, property acquisitions, and a proxy contest settlement - The company entered into a merger agreement with The Necessity Retail REIT, Inc. (RTL) and a concurrent agreement to internalize its advisory and property management functions, with transactions conditional upon one another[30](index=30&type=chunk) - As consideration for the internalization, the company will issue **29,614,825 shares** of its Common Stock valued at **$325.0 million** to AR Global and pay **$50.0 million** in cash[44](index=44&type=chunk) - During the six months ended June 30, 2023, the company acquired **8 retail properties** for a total of **$81.4 million**[87](index=87&type=chunk)[89](index=89&type=chunk) - The company settled litigation with Blackwells Capital by entering into a Cooperation Agreement, which included reimbursing Blackwells for **$8.8 million** in expenses and issuing **495,000 shares** of common stock as a **settlement fee**[190](index=190&type=chunk)[193](index=193&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the 317-property portfolio, proposed RTL merger, and Q2 2023 net loss from settlement and merger costs [Overview and Proposed Transactions](index=48&type=section&id=Overview%20and%20Proposed%20Transactions) The company, a REIT with 317 properties, proposes merging with RTL and internalizing management - As of June 30, 2023, the company owned **317 properties** totaling **39.6 million rentable square feet**, with a **97.7% lease rate** and a weighted-average remaining lease term of **7.6 years**[278](index=278&type=chunk) - On May 23, 2023, the company entered into an agreement to merge with The Necessity Retail REIT (RTL) and to internalize its management functions, transactions which are contingent on each other[281](index=281&type=chunk) - The merger consideration is a **fixed exchange ratio** of **0.670 shares** of GNL common stock for each share of RTL Class A common stock[283](index=283&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Q2 2023 net loss increased to $31.4 million, primarily due to $15.1 million settlement and $6.3 million merger costs - Q2 2023 **net loss increased** to **$31.4 million** from **$5.8 million** in Q2 2022, largely due to **$15.1 million** in settlement costs and **$6.3 million** in merger, transaction, and other costs[307](index=307&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk) - General and administrative expenses rose to **$10.7 million** in Q2 2023 from **$3.7 million** in Q2 2022, with the increase primarily attributable to approximately **$7.4 million** in legal and other costs related to a proxy contest and litigation[318](index=318&type=chunk) - **Interest expense increased** to **$27.7 million** in Q2 2023 from **$23.4 million** in Q2 2022, as the weighted-average **effective interest rate** on **total debt** rose from **3.5%** to **4.8%**[322](index=322&type=chunk)[323](index=323&type=chunk) [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) Total debt was $2.5 billion with 58.8% leverage; increased credit facility borrowings repaid mortgage notes - **Total debt outstanding** was **$2.5 billion** as of June 30, 2023, with a **debt leverage ratio** of **58.8%**[375](index=375&type=chunk)[377](index=377&type=chunk) - In Q2 2023, the company repaid two mortgage loans totaling approximately **$248.1 million**, funding the repayments with borrowings under its Revolving Credit Facility[381](index=381&type=chunk) - The company expects to exercise the **$500.0 million** "accordion feature" on its Credit Facility to facilitate the repayment of RTL's credit facility upon the closing of the proposed merger[383](index=383&type=chunk) [Non-GAAP Financial Measures](index=67&type=section&id=Non-GAAP%20Financial%20Measures) AFFO attributable to common stockholders decreased to $41.4 million in Q2 2023 due to higher interest and operating costs Non-GAAP Metrics (In thousands) | Non-GAAP Metrics (In thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | FFO attributable to common stockholders | $5,940 | $49,481 | $36,980 | $95,083 | | Core FFO attributable to common stockholders | $27,707 | $49,956 | $58,846 | $95,566 | | **AFFO attributable to common stockholders** | **$41,410** | **$45,019** | **$81,216** | **$89,350** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There has been no material change in the company's exposure to market risk during the six months ended June 30, 2023 - There has been **no material change** in the company's exposure to market risk during the six months ended June 30, 2023[422](index=422&type=chunk) [Item 4. Controls and Procedures](index=72&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures, concluding they were effective as of the end of the period - The company's **disclosure controls and procedures** were determined to be **effective** as of June 30, 2023[423](index=423&type=chunk) - **No changes** in **internal control over financial reporting** occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[424](index=424&type=chunk) [PART II - OTHER INFORMATION](index=73&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=73&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings related to the proxy contest with Blackwells Capital LLC were dismissed with prejudice - All legal proceedings related to the proxy contest with Blackwells Capital LLC were **dismissed with prejudice** following a Cooperation Agreement entered into on June 4, 2023[190](index=190&type=chunk)[426](index=426&type=chunk) [Item 1A. Risk Factors](index=73&type=section&id=Item%201A.%20Risk%20Factors) New risks include merger completion, fixed exchange ratio, substantial pro forma debt, and potential lower dividend - The company is subject to risks from proxy contests and activist stockholders, which can be costly, time-consuming, and disrupt operations[428](index=428&type=chunk) - The **fixed exchange ratio** for the RTL merger will not be adjusted for changes in stock values, potentially altering the value of the consideration received by RTL stockholders[430](index=430&type=chunk) - Failure to complete the proposed transactions could negatively impact stock price and business results, and may require the company to pay a **$40 million termination fee** to RTL under certain circumstances[441](index=441&type=chunk)[442](index=442&type=chunk) - Post-merger, the Combined Company will have **substantial pro forma indebtedness** of approximately **$5.3 billion**, which could limit financial flexibility and increase vulnerability to adverse economic conditions[466](index=466&type=chunk) - Following the transactions, the company intends to pay a **lower dividend rate** than it currently pays, and there is no assurance of future dividend payments[475](index=475&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=81&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales in Q2 2023; post-quarter, shares issued for settlement and advisory services under exemption - Subsequent to quarter-end, the company issued **495,000 shares** of Common Stock on July 11, 2023, to the Blackwells/Related Parties as a **settlement fee** under the Cooperation Agreement[486](index=486&type=chunk) - On July 14, 2023, the company issued **45,579 shares** of Common Stock to a third party as a non-refundable retainer for **advisory services** related to the proposed merger[488](index=488&type=chunk) [Item 3. Defaults Upon Senior Securities](index=82&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities [Item 4. Mine Safety Disclosures](index=82&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company [Item 5. Other Information](index=82&type=section&id=Item%205.%20Other%20Information) The company reported no other information [Item 6. Exhibits](index=82&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with or incorporated by reference into the Quarterly Report on Form 10-Q
Global Net Lease(GNL) - 2023 Q2 - Earnings Call Presentation
2023-08-03 20:17
Merger and Internalization - Global Net Lease (GNL) signed a definitive agreement to merge with The Necessity Retail REIT (RTL), with the transaction expected to close in September 2023[1] - The merger is expected to reduce net debt to adjusted annualized EBITDA to 76x in Q4'23[1] - The combined company anticipates approximately $75 million in annual cost savings[1] - The transaction is expected to be 9% accretive to annualized AFFO per share in the first quarter after closing, compared to Q1'23[5] Portfolio Overview - 600% of the portfolio's annualized straight-line rent (SLR) is derived from investment-grade rated tenants[6] - 95% of leases feature annual cash rental increases, with 60% being fixed-rate and 28% based on the Consumer Price Index (CPI)[8] - The portfolio consists of 236 properties in the U S and Canada, and 81 properties in Europe, diversified across 139 tenants in 51 industries[6] - The weighted average remaining lease term is 76 years[11] Financial Performance - Revenue from tenants in Q2'23 was $958 million[69] - Adjusted Funds From Operations (AFFO) in Q2'23 was $414 million, or $040 per share[69] - Net debt to enterprise value is 652%[85]