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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]
Global Net Lease(GNL) - 2023 Q1 - Earnings Call Transcript
2023-05-10 19:41
Global Net Lease, Inc. (NYSE:GNL) Q1 2023 Results Conference Call May 10, 2023 1:00 PM ET Company Participants Curtis Parker - Senior Vice President Jim Nelson - Chief Executive Officer Chris Masterson - Chief Financial Officer Conference Call Participants Bryan Maher - B. Riley FBR Michael Gorman - BTIG John Massocca - Ladenburg Thalmann Mitch Germain - JMP Securities Todd Thomas - KeyBanc Capital Markets Operator Good day. And welcome to the Global Net Lease First Quarter 2023 Earnings Call. All participa ...
Global Net Lease(GNL) - 2023 Q1 - Quarterly Report
2023-05-10 12:11
Portfolio Overview - As of March 31, 2023, the company owned 317 properties with a total of 39.6 million rentable square feet, which were 98.0% leased[225]. - 61% of the company's properties were located in the U.S. and Canada, while 39% were in Europe[225]. - The portfolio consisted of 55% industrial/distribution properties, 40% office properties, and 5% retail properties[225]. - The average remaining lease term for the portfolio was 7.8 years as of March 31, 2023[225]. - The company focuses on acquiring and managing a globally diversified portfolio of commercial real estate properties, primarily through sale-leaseback transactions[224]. Financial Performance - Net loss attributable to common stockholders was $6.0 million for Q1 2023, compared to a net income of $5.5 million in Q1 2022[236]. - Revenue from tenants decreased to $94.3 million in Q1 2023 from $97.1 million in Q1 2022, primarily due to foreign exchange rate changes[237]. - On a constant currency basis, revenues for Q1 2023 would have increased by $3.2 million to $97.5 million[238]. - Property operating expenses rose to $8.1 million in Q1 2023 from $7.5 million in Q1 2022, mainly due to timing of reimbursable costs[239]. - General and administrative expenses increased to $5.7 million in Q1 2023 from $3.9 million in Q1 2022, largely due to higher legal costs related to a proxy contest[244]. - Equity-based compensation expense was $2.9 million in Q1 2023, up from $2.7 million in Q1 2022, due to additional amortization of restricted shares and RSUs[245]. - Funds from Operations (FFO) attributable to common stockholders for Q1 2023 was $31,040,000, a decrease of 31.9% from $45,602,000 in Q1 2022[306]. - Core FFO attributable to common stockholders for Q1 2023 was $31,139,000, down 31.8% from $45,610,000 in Q1 2022[306]. - Adjusted Funds from Operations (AFFO) attributable to common stockholders for Q1 2023 was $39,806,000, a decrease of 10.4% from $44,331,000 in Q1 2022[306]. Cash Flow and Debt Management - Net cash provided by operating activities was $63.0 million in Q1 2023, compared to $61.8 million in Q1 2022, driven by rental income and adjustments for non-cash items[255][256]. - Cash used in investing activities totaled $88.8 million in Q1 2023, primarily for property acquisitions of $81.4 million and capital expenditures of $7.4 million[257]. - Net cash provided by financing activities was $39.5 million in Q1 2023, resulting from net proceeds of $91.0 million from borrowings under the Revolving Credit Facility[258]. - Total debt outstanding remained stable at $2.5 billion as of March 31, 2023, with a weighted-average interest rate of 4.4%[270]. - As of March 31, 2023, 67.0% of total debt was fixed-rate or swapped to fixed-rate, with a weighted average interest rate of 3.9%[271]. - The debt leverage ratio was 58.3%, up from 56.6% as of December 31, 2022, primarily due to additional borrowings under the Revolving Credit Facility[272]. - Outstanding borrowings under the Revolving Credit Facility increased to $767.9 million as of March 31, 2023, from $670.0 million as of December 31, 2022[278]. Lease and Rental Information - The company executed seven lease renewals in Q1 2023, including a lease with Rheinmetall for approximately 0.7 million square feet, generating $6.8 million per year in net new rent[235]. - Approximately 94.9% of leases contain rent escalation provisions, averaging a cumulative increase of 1.2% per year, mitigating inflation impacts[316]. - The revenue from tenants includes base rent and reimbursements for property operating expenses, primarily insurance costs and real estate taxes[237]. - The total net new straight-line rent from the Rheinmetall lease over the new weighted-average remaining lease term is projected to be $39.6 million[235]. Foreign Currency Exposure - The company is exposed to foreign currency fluctuations and utilizes derivatives to manage this risk[313]. - Average exchange rates for GBP and EUR decreased by 9.4% and 4.4%, respectively, compared to the same period last year[238]. - The company's financial performance reflects the impact of foreign exchange rates on revenue from tenants[237]. Dividend Policy - The company paid dividends at an annual rate of $1.60 per share or $0.40 per share on a quarterly basis during the three months ended March 31, 2023[309]. - The company’s ability to pay dividends is subject to restrictions under its Credit Facility, limiting distributions to 100% of Adjusted FFO for any four consecutive fiscal quarters[311]. - Total dividends and distributions for the three months ended March 31, 2023, amounted to $46,857,000, fully covered by cash flows from operations[312].
Global Net Lease(GNL) - 2022 Q4 - Annual Report
2023-02-23 21:18
Portfolio Overview - As of December 31, 2022, the company owned 309 properties with a total of 39.2 million rentable square feet, achieving a leasing rate of 98.0%[19] - The portfolio consisted of 56% industrial/distribution properties, 41% office properties, and 3% retail properties as of December 31, 2022[19] - As of December 31, 2022, 35% of the company's properties were located in Europe, with 65% in the U.S. and Canada[54] - The company operates in eleven different countries and leases space to 138 tenants across 51 industries[22] - The United States accounts for 71.4% of the total square footage, with 229 properties and 28,000 thousand square feet, generating an annualized straight-line rent of $217,665 thousand, representing 63.9% of the total portfolio[213] - The largest tenant industry is Auto Manufacturing, comprising 12% of the total portfolio with 16 properties and an annualized straight-line rent of $40,889 thousand[209] - The United Kingdom holds 17.4% of the total portfolio with 47 properties and 59,000 thousand square feet[213] - The average remaining lease term for properties in Canada is 17.1 years, with 7 properties totaling 372 thousand square feet[207] - The average remaining lease term for properties in the Netherlands is 6.3 years, with 4 properties totaling 1,007 thousand square feet[207] - The company has a significant presence in Michigan, with 29 properties and an annualized straight-line rent of $52,938 thousand, accounting for 15.5% of the total portfolio[213] - The total annualized straight-line rent for the entire portfolio is $340,757 thousand[209] - Future minimum base rent payments total $2,647,674,000 over the next ten years and thereafter[214] - In 2023, 20 leases are expiring with an annualized straight-line rent of $9,438,000, representing 2.8% of the total portfolio[215] - The total annualized straight-line rent for all expiring leases over the next ten years is $263,482,000, accounting for 77.4% of the portfolio[215] - The McLaren property in the UK contributes 5.0% to the total portfolio annualized straight-line rent[217] - No single tenant represents more than 10% of total portfolio rentable square footage or annualized straight-line rent as of December 31, 2022[216] Financial Performance - Cash flows provided by operations were $181.8 million for the year ended December 31, 2022, while total dividends paid amounted to $187.5 million[50] - The company collected approximately 100% of the original cash rent due for the fourth quarter of 2022, consistent with the previous three quarters[28] - The company may need to reduce dividend payments or identify other financing sources if sufficient cash from operations is not generated[51] - The company's ability to pay dividends is subject to restrictions in its debt agreements, which limit distributions to 100% of Adjusted FFO for any four consecutive fiscal quarters[48] Debt and Financing - The company had $1.2 billion in gross mortgage notes payable as of December 31, 2022[59] - Outstanding debt under the Revolving Credit Facility was $670.0 million as of December 31, 2022[60] - As of December 31, 2022, the company had total indebtedness of $2.4 billion, including $1.2 billion of secured debt and $670 million under the Revolving Credit Facility[125] - Approximately $249.5 million of the company's debt is set to mature in 2023, with a weighted average interest rate of 2.8% per annum[128] - The interest rate on borrowings under the Credit Facility increased from 2.7% as of December 31, 2021, to 4.6% as of December 31, 2022[128] - 30% of the company's total indebtedness bore interest at variable rates averaging 4.4% as of December 31, 2022[131] - The company may face increased borrowing costs due to rising interest rates from the U.S. Federal Reserve and other central banks, impacting future acquisitions[132] - The company may need to restructure or refinance its debt if unable to meet obligations, which could lead to asset sales or unfavorable terms[127] - The company faces restrictions from covenants in its debt agreements, which limit operational flexibility and could hinder growth opportunities[135] - A breach of covenants could lead to an event of default, potentially causing debt to become immediately due and payable[137] - A lowering of debt ratings by agencies could increase future borrowing costs and reduce access to capital[139] Tenant and Lease Information - 60.5% of the rental income was derived from "Investment Grade" rated tenants, with 34.9% from actual investment grade tenants and 25.6% from implied investment grade tenants[23] - The weighted-average remaining lease term was 8.0 years as of December 31, 2022, down from 8.3 years in the previous year[24] - Approximately 94.5% of leases included rent escalation provisions, averaging a cumulative increase of 1.2% per year[24] - 40% of the company's tenants were either not evaluated or ranked below "investment grade" as of December 31, 2022, indicating a higher risk of lease defaults[84] - The company generated 18% of its annualized rental income from net leases with a remaining lease term of more than ten years as of December 31, 2022[85] - The concentration of properties in Michigan (16%), Texas (7%), and Ohio (6%) accounted for a total of 29% of the company's consolidated annualized rental income from the United States and Canada[72] - The auto manufacturing and financial services industries each accounted for 12% of the company's consolidated annualized rental income as of December 31, 2022, indicating significant exposure to these sectors[74] Market and Economic Conditions - The commercial real estate market is highly competitive, impacting occupancy levels and rental rates[32] - Market and economic challenges may adversely impact the company's operating results and financial condition, affecting tenant businesses and rental payments[52] - The ongoing military conflict between Russia and Ukraine may exacerbate inflation and lead to volatility in commodity prices, impacting the company's financial condition[55] - The COVID-19 pandemic has caused disruptions that may continue to impact tenants' ability to pay rent, affecting the company's cash flow[69] - Rising expenses could reduce cash flow, with potential increases in property taxes, utility costs, and insurance impacting overall profitability[93] - The real estate market is influenced by economic conditions, financing availability, and interest rates, affecting the ability to sell properties at desired prices[91] - Prolonged vacancies could lead to reduced revenues and lower cash available for dividends[87] Regulatory and Tax Considerations - The company’s REIT qualification is crucial for tax purposes, and failure to maintain it could lead to significant tax liabilities and reduced earnings available for distribution[170][171][172] - To maintain REIT status, the company must distribute at least 90% of its REIT taxable income annually, which may limit investment opportunities and require borrowing under unfavorable conditions[174] - The company may incur tax liabilities that could reduce cash available for distribution to stockholders, including a potential 100% tax on net income from prohibited transactions[173] - The company is subject to a 4% nondeductible excise tax on any distributions that fall short of certain income thresholds, which could impact overall returns to stockholders[174] - The company may face a 100% penalty tax on net income from property sales deemed as inventory or held primarily for sale, which could restrict property disposal activities[176] - The company must ensure that at least 75% of its assets consist of qualified REIT real estate assets to maintain REIT qualification, which may force liquidation of attractive investments[186] - The board of directors has the authority to revoke the company's REIT qualification without stockholder approval, which could lead to corporate-level taxes and reduced distributions[187] - The company may face adverse legislative or regulatory tax changes that could increase tax liability and reduce operating flexibility[188] - Future legislation could potentially reduce the tax advantages currently enjoyed by REITs, impacting the company's market position[189] Management and Operational Risks - The company relies on its Advisor and real estate professionals to identify investments, with no assurance of success in achieving financial objectives[44] - The company relies heavily on single tenants, making it vulnerable to their financial stability, as any default could materially reduce revenues[76] - The ongoing litigation with Blackwells Onshore could be costly and time-consuming, potentially distracting management from operations[65] - The company has limited rights to terminate agreements with the Advisor and Property Manager, with termination fees potentially reaching up to 2.5 times the previous year's compensation[114] - The company relies on the Advisor and Property Manager for essential services, and any adverse changes in their financial health could impact operations[113] - The company does not maintain key person life insurance for its executive officers, which could pose risks if key personnel leave[112] - The company may acquire or originate commercial real estate debt, exposing it to additional risks and uncertainties[121]
Global Net Lease(GNL) - 2022 Q4 - Earnings Call Transcript
2023-02-23 14:33
Financial Data and Key Metrics Changes - For the full year 2022, revenue was $378.9 million with a net loss attributable to common stockholders of $8.4 million, compared to a significant termination fee and receivable recorded in 2021 that provided a revenue benefit of approximately $14 million [46] - In Q4 2022, revenue was $93.9 million, with FFO of $23.6 million or $0.23 per share and AFFO of $42.2 million or $0.41 per share [47] - The company recorded $288.1 million in adjusted EBITDA for the year, with FFO of $166.9 million or $1.61 per share, and AFFO of $172.9 million or $1.67 per share [46][47] Business Line Data and Key Metrics Changes - The portfolio consisted of 309 properties at year-end, with 56% in industrial and distribution and 41% in office, while occupancy was at 98% with a weighted average remaining lease term of eight years [36] - In 2022, the company completed 12 lease renewals and four tenant expansions, totaling 3.8 million square feet, resulting in $154 million in net new straight-line rent [39][35] Market Data and Key Metrics Changes - The company noted that nearly 95% of leases feature annual rental increases averaging 1.2%, with 63% being fixed rate and 26% based on the consumer price index [40] - The company’s balance sheet ended Q4 2022 with net debt of $2.3 billion at a weighted average interest rate of 4%, with a net debt to adjusted EBITDA ratio of 8.5 times [48] Company Strategy and Development Direction - The company remains focused on industrial and distribution properties, with a strategic approach to acquisitions and dispositions, emphasizing high-quality tenants and long-term leases [15][42] - The company completed a $75 million acquisition of eight properties leased to Boots UK Limited, despite not focusing on retail assets, due to the compelling cap rate of 10.6% [41][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the portfolio's resilience despite rising inflation and interest rates, noting that GNL's common stock outperformed the S&P 500 by 11% and its peer group by 32% in total return [34] - The company anticipates continued opportunities in both the U.S. and Europe, with rising interest rates leading to better cap rates [63][90] Other Important Information - The company disposed of three properties for $56 million in 2022, believing they had reached maximum value [45] - The company has a well-cushioned interest coverage ratio of 2.9 times and liquidity of approximately $192.3 million as of December 31, 2022 [49] Q&A Session Summary Question: What is the outlook for leasing activity and tenant renewals? - Management confirmed proactive engagement with tenants for renewals and expansions, expecting more activity in 2023 [60] Question: Regarding the Walgreens Boots acquisition, is there potential for more retail acquisitions? - Management stated that while retail is not a focus, compelling opportunities at attractive cap rates would be considered [61][75] Question: What are the expectations for acquisition opportunities in 2023? - Management indicated that both the U.S. and Europe present good opportunities, with rising cap rates making acquisitions more favorable [63][90] Question: Can you elaborate on the acquisition pipeline and pricing trends? - Management noted that cap rates are rising, with current asks around 7% to 8.5%, compared to lower rates in previous years [87] Question: What is the plan for managing debt maturities and interest rates? - Management discussed using the credit facility for flexibility and evaluating the potential for swaps as interest rates fluctuate [92][95]
Global Net Lease(GNL) - 2022 Q4 - Earnings Call Presentation
2023-02-23 12:54
GNL OD GLOBAL NET LEASE 2 Long-Term Leases With Embedded Cash Based Rental Growth From Primarily Investment GradeRated Tenants: 60.5%(2) of portfolio annualized straight-line ("SLR") rent is derived from Investment Grade rated tenants 3 Accretive Acquisition Program Focused on Industrial and Distribution: Since 2020, over 82% of GNL's acquisitions have been industrial or distribution, increasing GNL's exposure to a highly dependable asset class 6 FOURTH QUARTER 2022 PORTFOLIO HIGHLIGHTS FOURTH QUARTER 2022 ...
Global Net Lease(GNL) - 2022 Q3 - Earnings Call Transcript
2022-11-03 19:41
Financial Data and Key Metrics Changes - In Q3 2022, core FFO grew by 9.6% year-over-year to $48.3 million or $0.47 per share, while AFFO was $41.3 million or $0.40 per share [8][19] - Revenue for Q3 2022 was recorded at $92.6 million, with a net income attributable to common stockholders of $9.7 million [18][19] - On a constant currency basis, revenues would have increased by $1.2 million to $93.8 million, and year-over-year, revenues would have been up by $4.9 million to $97.5 million [8][18] Business Line Data and Key Metrics Changes - The company completed two lease renewals and one tenant expansion project totaling nearly 850,000 square feet, bringing year-to-date activity to 3.6 million square feet [10] - Year-to-date renewal and expansion leasing added $117 million of net new straight-line rent over a new weighted average remaining lease term of 9.3 years [11] - The portfolio composition at the end of Q3 2022 was 56% industrial and distribution, 41% office, and 3% retail, compared to 52%, 43%, and 5% respectively at the end of Q3 2021 [14] Market Data and Key Metrics Changes - The portfolio consists of 310 properties with a weighted average remaining lease term of 8.1 years, with 66% located in the U.S. and Canada and 34% in the UK and Western Europe [12] - Over 94% of leases feature annual rental increases, with approximately 64% having fixed rate escalations [13] Company Strategy and Development Direction - The company is focusing on increasing portfolio concentration in industrial and distribution assets, which now represent 56% of the portfolio [7][14] - The strategy includes divesting non-core retail assets and acquiring highly dependable single-tenant industrial and distribution properties in North America and Europe [16] - The company aims to reduce net debt to the low to mid-6s range, currently at 8 times net debt to trailing 12-month adjusted EBITDA [33][34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the portfolio's performance, highlighting strong tenant credit and successful leasing activity [24] - The company is cautious about capital deployment due to economic uncertainties, including inflation and potential recession [34] - Management believes the portfolio is well-positioned for future growth and capital appreciation [7][24] Other Important Information - The company recorded $33.3 million in acquisitions year-to-date and has a pipeline of $32 million in potential acquisitions [15] - The company has a well-cushioned interest coverage ratio of 3.3 times and ended the quarter with net debt of $2.2 billion at a weighted average interest rate of 3.5% [20][21] Q&A Session Summary Question: Impact of foreign currency on AFFO per share - The impact on AFFO was a decrease of about $2.6 million primarily due to foreign exchange [28] Question: Consideration of more hedges - The company has a consistent hedging strategy focused on net cash flows and is evaluating the potential to increase hedging [29] Question: Goals for asset divestiture - The company aims to divest non-core assets, primarily retail, and may also consider selling properties if tenants are moving out [31] Question: Future leverage goals - The company aims to reduce leverage to the low to mid-6s range but is cautious about capital deployment in the current economic climate [33][34] Question: Lease renewals and rent escalators - New leases are incorporating larger escalators of 2% to 4%, with no pushback from tenants on these increases [36] Question: Tenant credit health in Europe - The company has no concerns regarding tenant credit health, as most tenants are investment grade and paying rents on time [38] Question: Future acquisitions in Europe - The company is being cautious but is seeing attractive opportunities at decent prices [39] Question: Breakdown of asset sales - A small property was sold for approximately $3 million, with two additional properties under agreement totaling over $110 million [42] Question: Plan for upcoming debt maturity - The company is evaluating options for refinancing upcoming debt and will make decisions closer to the due date [50][51]