– Completed $835 Million in Dispositions in 2024, Surpassing High-End of Increased
Guidance
– Reduced Net Debt by $734 million in 2024; Improved Net Debt to Adjusted EBITDA
to 7.6x
– Company Meets and Exceeds its Full-Year 2024 Earnings Guidance
– Recently Announced $1.8 Billion Multi-Tenant Portfolio Sale Would Significantly
Reduce Leverage and Improve Liquidity Position
– Proposed Transaction Would Create Pure-Play, Single-Tenant Net Lease Company with
Enhanced Portfolio Metrics
– Company Initiates Opportunistic $300 Million Share Repurchase Program
NEW YORK, Feb. 27, 2025 (GLOBE NEWSWIRE) -- Global Net Lease, Inc. (NYSE: GNL) (“GNL” or the
“Company”), an internally managed real estate investment trust that focuses on acquiring and managing a globally
diversified portfolio of strategically-located commercial real estate properties, announced today its financial and
operating results for the quarter and year ended December 31, 2024.
Fourth Quarter and Full Year 2024 Highlights
- Revenue was $199.1 million in fourth quarter 2024 compared to $206.7 million in
fourth quarter 2023, primarily as a result of $835 million of dispositions closed throughout the year
- Net loss attributable to common stockholders was $17.5 million in fourth quarter
2024, compared to $59.5 million in fourth quarter 2023
- Core Funds From Operations (“Core FFO”) was $68.5 million, or $0.30 per share, in
fourth quarter 2024, compared to $48.3 million, or $0.21 per share, in fourth quarter 2023
- Adjusted Funds From Operations (“AFFO”)1 was $78.3 million2,
or $0.34 per share, in fourth quarter 2024, compared to $71.7 million, or $0.31 per share, in fourth quarter
2023; full-year 2024 AFFO was $303.8 million, or $1.32 per share
- Closed $835 million of dispositions in 2024 at a cash cap rate of 7.1% with a
weighted average lease term of 4.9 years
- Reduced net debt by $734 million in 2024, improving Net Debt to Adjusted EBITDA
from 8.4x to 7.6x2
- Exceeded projected cost synergies, reaching $85.0 million versus the expected $75.0
million, highlighting the Company’s successful integration efforts and ability to drive value through strategic
initiatives
- Increased portfolio occupancy from 93% as of the end of first quarter 2024 to 97% as
of the end of the fourth quarter of 2024
- Leased 1.2 million square feet across the portfolio, resulting in nearly
$17.0 million of new straight-line rent
- Renewal leasing spread of 6.8% with a weighted average lease term of 9.7 years; new
leases completed in the quarter had a weighted average lease term of 6.5 years
- Weighted average annual rent increase of 1.3% provides organic rental growth,
excluding 14.8% of the portfolio with CPI linked leases that have historically experienced significantly higher
rental increase
- Sector-leading 61% of annualized straight-line rent comes from investment-grade or
implied investment-grade tenants3
Multi-Tenant Portfolio Sale
- Entered into a binding agreement to sell its multi-tenant portfolio of 100 non-core
properties for approximately $1.8 billion
- This strategic transaction would accelerate GNL’s disposition initiative and position the Company for sustained
growth and value creation as a pure-play, single-tenant net lease company
“We are incredibly proud of our achievements at GNL in 2024 and even more excited about what lies
ahead,” stated Michael Weil, CEO of GNL. “The sale of our multi-tenant portfolio would mark a pivotal moment,
reinforcing the strong momentum we have built. This transaction would reshape GNL into a pure-play, single-tenant
net lease company, eliminating the operational complexities, G&A expenses and capital expenditures tied to
multi-tenant retail properties. More importantly, it would accelerate our deleveraging strategy and fortify our
balance sheet. This strategic transformation, including the recently announced share repurchase program, underscores
our long-term vision, reinforcing our commitment to prudent management, sustainable growth and driving meaningful
shareholder value.”
Full Year 2025 Guidance and Dividend Update4
The
Company is establishing initial 2025 guidance, which is contingent on the sale of our multi-tenant portfolio with
respect to AFFO and Net Debt to Adjusted EBITDA.
- AFFO per share range of $0.90 to $0.96
- Net Debt to Adjusted EBITDA range of 6.5x to 7.1x
- Reduced quarterly dividend to $0.190 per share of common stock beginning with the
dividend expected to be declared in April 2025 which would generate $78 million in incremental annual cash
flow
Summary Fourth Quarter 2024 Results
| |
|
Three Months Ended December 31,
|
|
|
(In thousands, except per share data) |
|
2024 |
|
2023 |
|
|
Revenue from tenants |
|
$ |
199,115 |
|
|
$ |
206,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss
attributable to common stockholders |
|
$ |
(17,458 |
) |
|
$ |
(59,514 |
) |
|
| Net loss
per diluted common share |
|
$ |
(0.08 |
) |
|
$ |
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| NAREIT
defined FFO attributable to common stockholders |
|
$ |
64,334 |
|
|
$ |
43,165 |
|
|
| NAREIT
defined FFO per diluted common share |
|
$ |
0.28 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Core FFO
attributable to common stockholders |
|
$ |
68,538 |
|
|
$ |
48,331 |
|
|
| Core FFO
per diluted common share |
|
$ |
0.30 |
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| AFFO
attributable to common stockholders |
|
$ |
78,297 |
|
|
$ |
71,656 |
|
|
| AFFO per
diluted common share |
|
$ |
0.34 |
|
|
$ |
0.31 |
|
|
| |
Property Portfolio
At December 31, 2024, the Company’s portfolio consisted of 1,121 net leased properties located
in ten countries and territories and comprised of 60.7 million rentable square feet. The Company operates in four
reportable segments: (1) Industrial & Distribution, (2) Multi-Tenant Retail, (3) Single-Tenant Retail and (4)
Office. The real estate portfolio metrics include:
- 97% leased with a remaining weighted-average lease term of 6.2
years5
- 81% of the portfolio contains contractual rent increases based on
annualized straight-line rent
- 61% of portfolio annualized straight-line rent derived from
investment grade and implied investment grade rated tenants
- 80% U.S. and Canada, 20% Europe (based on annualized straight-line
rent)
- 34% Industrial & Distribution, 28% Multi-Tenant Retail, 21%
Single-Tenant Retail and 17% Office (based on an annualized straight-line rent)
Capital Structure and Liquidity Resources6
As of December 31, 2024, the Company had liquidity of $492.2 million and $460.0 million of
capacity under the Company's revolving credit facility. The Company had net debt of $4.6 billion7,
including $2.3 billion of mortgage debt.
As of December 31, 2024, the percentage of debt that is fixed rate (including variable rate debt
fixed with swaps) was 91%, compared to approximately 80% as of December 31, 2023. The Company’s total combined debt
had a weighted average interest rate of 4.8% resulting in an interest coverage ratio of 2.5 times8.
Weighted average debt maturity was 3.0 years as of December 31, 2024 as compared to 3.2 years as of December
31, 2023.
Footnotes/Definitions
|
1 |
While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative
to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently
than we do. Projected AFFO per share data included in this release is for informational purposes only
and should not be relied upon as indicative of future dividends or as a measure of future liquidity.
AFFO for the fourth quarter 2024 also contains a number of adjustments for items that the Company
believes were non-recurring, one-time items including adjustments for items that were settled in cash
such as merger and proxy related expenses. |
|
|
|
|
2 |
Includes the collection of $4.5 million in past-due funds from Children of America and approximately
$3.0 million in termination fees. |
| |
|
|
3 |
As used herein, “Investment Grade Rating” includes both actual investment grade ratings of the tenant or
guarantor, if available, or implied investment grade. Implied Investment Grade may include actual
ratings of tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the
tenant’s obligation under the lease) or by using a proprietary Moody's analytical tool, which generates
an implied rating by measuring a company's probability of default. The term “parent” for these purposes
includes any entity, including any governmental entity, owning more than 50% of the voting stock in a
tenant. Ratings information is as of December 31, 2024. Comprised of 31.4% leased to tenants with
an actual investment grade rating and 29.1% leased to tenants with an Implied Investment Grade rating
based on annualized cash rent as of December 31, 2024. |
| |
|
|
4 |
We do not provide guidance on net income. We only provide guidance on AFFO per share and our Net Debt to
Adjusted EBITDA ratio and do not provide reconciliations of this forward-looking non-GAAP guidance to
net income per share or our debt to net income due to the inherent difficulty in quantifying certain
items necessary to provide such reconciliations as a result of their unknown effect, timing and
potential significance. Examples of such items include impairment of assets, gains and losses from sales
of assets, and depreciation and amortization from new acquisitions and other non-recurring expenses.
|
| |
|
|
5 |
Weighted-average remaining lease term in years is based on square feet as of December 31, 2024.
|
| |
|
|
6 |
During the year ended December 31, 2024, the Company did not sell any shares of Common Stock or
Series B Preferred Stock through its Common Stock or Series B Preferred Stock under its “at-the-market”
programs. |
| |
|
|
7 |
Comprised of the principal amount of GNL's outstanding debt totaling $4.7 billion less cash and cash
equivalents totaling $159.7 million, as of December 31, 2024. |
| |
|
|
8 |
The interest coverage ratio is calculated by dividing adjusted EBITDA for the applicable quarter by cash
paid for interest (calculated based on the interest expense less non-cash portion of interest expense
and amortization of mortgage (discount) premium, net). Management believes that interest coverage ratio
is a useful supplemental measure of our ability to service our debt obligations. Adjusted EBITDA and
cash paid for interest are Non-GAAP metrics and are reconciled below. |
| |
Conference Call
GNL will host a webcast and conference call on February 28, 2025 at 11:00 a.m. ET to discuss its
financial and operating results.
To listen to the live call, please go to GNL’s “Investor Relations” section of the website at least
15 minutes prior to the start of the call to register and download any necessary audio software.
Dial-in instructions for the conference call and the replay are outlined below.
Conference Call Details
Live Call
Dial-In (Toll Free): 1-877-407-0792
International Dial-In: 1-201-689-8263
Conference Replay
For those who are not able to listen to the live broadcast, a replay will be available shortly after
the call on the GNL website at www.globalnetlease.com.
Or dial-in below:
Domestic Dial-In (Toll Free): 1-844-512-2921
International Dial-In: 1-412-317-6671
Conference
Number: 13746750
*Available from 2:00 p.m. ET on February 28, 2025 through May 28, 2025.
Supplemental Schedules
The Company will file supplemental information packages with the Securities and Exchange Commission
(the “SEC”) to provide additional disclosure and financial information. Once posted, the supplemental package can be
found under the “Presentations” tab in the Investor Relations section of GNL’s website at www.globalnetlease.com and on the SEC website at www.sec.gov.
About Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded internally managed real estate investment
trust that focuses on acquiring and managing a global portfolio of income producing net lease assets across the
U.S., and Western and Northern Europe. Additional information about GNL can be found on its website at www.globalnetlease.com.
Forward-Looking Statements
The statements in this press release that are not historical facts may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve
risks and uncertainties that could cause the outcome to be materially different. The words such as “may,” “will,”
“seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “potential,” “predicts,” “plans,” “intends,”
“would,” “could,” “should” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. These forward-looking statements are subject to a
number of risks, uncertainties and other factors, many of which are outside of the Company's control, which could
cause actual results to differ materially from the results contemplated by the forward-looking statements. These
risks and uncertainties include the risks that any potential future acquisition or disposition (including the
multi-tenant portfolio sale) by the Company is subject to market conditions, capital availability and timing
considerations and may not be identified or completed on favorable terms, or at all. Some of the risks and
uncertainties, although not all risks and uncertainties, that could cause the Company’s actual results to differ
materially from those presented in the Company’s forward-looking statements are set forth in the “Risk Factors” and
“Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K,
its Quarterly Reports on Form 10-Q, and all of its other filings with the U.S. Securities and Exchange Commission,
as such risks, uncertainties and other important factors may be updated from time to time in the Company’s
subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company
undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Contacts:
Investors and Media:
Email: investorrelations@globalnetlease.com
Phone: (332)
265-2020
Global Net Lease, Inc. Consolidated Balance Sheets (In
thousands) |
| |
| |
December 31,
|
|
| |
2024 |
|
2023 |
|
| ASSETS |
(Unaudited)
|
|
|
|
|
|
| Real estate investments, at
cost: |
|
|
|
|
|
|
|
|
|
Land |
$ |
1,172,146 |
|
|
$ |
1,430,607 |
|
|
|
Buildings, fixtures and improvements |
|
5,293,468 |
|
|
|
5,842,314 |
|
|
|
Construction in progress |
|
4,350 |
|
|
|
23,242 |
|
|
|
Acquired intangible lease assets |
|
1,057,967 |
|
|
|
1,359,981 |
|
|
|
Total real estate investments, at cost |
|
7,527,931 |
|
|
|
8,656,144 |
|
|
|
Less: accumulated depreciation and amortization |
|
(1,164,629 |
) |
|
|
(1,083,824 |
) |
|
|
Total real estate investments, net |
|
6,363,302 |
|
|
|
7,572,320 |
|
|
| Assets held for sale |
|
17,406 |
|
|
|
3,188 |
|
|
| Cash and cash equivalents |
|
159,698 |
|
|
|
121,566 |
|
|
| Restricted cash |
|
64,510 |
|
|
|
40,833 |
|
|
| Derivative assets, at fair value |
|
2,471 |
|
|
|
10,615 |
|
|
| Unbilled straight-line rent |
|
99,501 |
|
|
|
84,254 |
|
|
| Operating lease right-of-use asset |
|
74,270 |
|
|
|
77,008 |
|
|
| Prepaid expenses and other assets |
|
108,562 |
|
|
|
121,997 |
|
|
| Deferred tax assets |
|
4,866 |
|
|
|
4,808 |
|
|
| Goodwill |
|
51,370 |
|
|
|
46,976 |
|
|
| Deferred financing costs, net |
|
9,808 |
|
|
|
15,412 |
|
|
|
Total Assets |
$ |
6,955,764 |
|
|
$ |
8,098,977 |
|
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
| Mortgage notes payable, net |
$ |
2,221,706 |
|
|
$ |
2,517,868 |
|
|
| Revolving credit facility |
|
1,390,292 |
|
|
|
1,744,182 |
|
|
| Senior notes, net |
|
906,101 |
|
|
|
886,045 |
|
|
| Acquired intangible lease liabilities, net |
|
76,800 |
|
|
|
95,810 |
|
|
| Derivative liabilities, at fair value |
|
3,719 |
|
|
|
5,145 |
|
|
| Accounts payable and accrued expenses |
|
75,735 |
|
|
|
99,014 |
|
|
| Operating lease liability |
|
48,333 |
|
|
|
48,369 |
|
|
| Prepaid rent |
|
28,734 |
|
|
|
46,213 |
|
|
| Deferred tax liability |
|
5,477 |
|
|
|
6,009 |
|
|
| Dividends payable |
|
11,909 |
|
|
|
11,173 |
|
|
|
Total Liabilities |
|
4,768,806 |
|
|
|
5,459,828 |
|
|
| Commitments and contingencies |
|
— |
|
|
|
— |
|
|
| Stockholders' Equity: |
|
|
|
|
|
|
|
|
| 7.25% Series A cumulative redeemable preferred stock |
|
68 |
|
|
|
68 |
|
|
| 6.875% Series B cumulative redeemable perpetual preferred stock |
|
47 |
|
|
|
47 |
|
|
| 7.50% Series D cumulative redeemable perpetual preferred stock |
|
79 |
|
|
|
79 |
|
|
| 7.375% Series E cumulative redeemable perpetual preferred stock |
|
46 |
|
|
|
46 |
|
|
| Common stock |
|
3,640 |
|
|
|
3,639 |
|
|
| Additional paid-in capital |
|
4,359,264 |
|
|
|
4,350,112 |
|
|
| Accumulated other comprehensive loss |
|
(25,844 |
) |
|
|
(14,096 |
) |
|
| Accumulated deficit
|
|
(2,150,342 |
) |
|
|
(1,702,143 |
) |
|
|
Total Stockholders' Equity |
|
2,186,958 |
|
|
|
2,637,752 |
|
|
| Non-controlling interest |
|
— |
|
|
|
1,397 |
|
|
|
Total Equity |
|
2,186,958 |
|
|
|
2,639,149 |
|
|
|
Total Liabilities and Equity |
$ |
6,955,764 |
|
|
$ |
8,098,977 |
|
|
|
|
Global Net Lease, Inc. Consolidated Statements of
Operations (In thousands, except per share data) |
| |
| |
Three Months Ended |
|
Year Ended
|
|
| |
December 31, 2024 |
|
December 31, 2023 |
|
December 31, 2024 |
|
December 31, 2023
|
|
| |
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
| Revenue from
tenants |
$ |
199,115 |
|
|
$ |
206,726 |
|
|
$ |
805,010 |
|
|
$ |
515,070 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating |
|
35,619 |
|
|
|
37,037 |
|
|
|
142,497 |
|
|
|
67,839 |
|
|
|
Operating fees to related parties |
|
— |
|
|
|
(580 |
) |
|
|
— |
|
|
|
28,283 |
|
|
|
Impairment charges |
|
20,098 |
|
|
|
2,978 |
|
|
|
90,410 |
|
|
|
68,684 |
|
|
|
Merger, transaction and other costs |
|
1,792 |
|
|
|
4,349 |
|
|
|
6,026 |
|
|
|
54,492 |
|
|
|
Settlement costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,727 |
|
|
|
General and administrative |
|
13,763 |
|
|
|
16,867 |
|
|
|
57,734 |
|
|
|
40,187 |
|
|
|
Equity-based compensation |
|
2,309 |
|
|
|
1,058 |
|
|
|
8,931 |
|
|
|
17,297 |
|
|
|
Depreciation and amortization |
|
83,020 |
|
|
|
98,713 |
|
|
|
349,943 |
|
|
|
222,271 |
|
|
|
Total expenses |
|
156,601 |
|
|
|
160,422 |
|
|
|
655,541 |
|
|
|
528,780 |
|
|
Operating income (loss) before gain on dispositions of
real estate investments |
|
42,514 |
|
|
|
46,304 |
|
|
|
149,469 |
|
|
|
(13,710 |
) |
|
|
Gain (loss) on dispositions of real estate investments |
|
21,326 |
|
|
|
(988 |
) |
|
|
57,015 |
|
|
|
(1,672 |
) |
|
|
Operating income (loss) |
|
63,840 |
|
|
|
45,316 |
|
|
|
206,484 |
|
|
|
(15,382 |
) |
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(77,234 |
) |
|
|
(83,575 |
) |
|
|
(326,932 |
) |
|
|
(179,411 |
) |
|
|
Loss on extinguishment and modification of debt |
|
(2,412 |
) |
|
|
(817 |
) |
|
|
(15,877 |
) |
|
|
(1,221 |
) |
|
|
Gain (loss) on derivative instruments |
|
6,853 |
|
|
|
(4,478 |
) |
|
|
4,229 |
|
|
|
(3,691 |
) |
|
Unrealized gains on undesignated foreign currency advances and other hedge
ineffectiveness |
|
1,917 |
|
|
|
— |
|
|
|
3,249 |
|
|
|
— |
|
|
|
Other income |
|
1,476 |
|
|
|
435 |
|
|
|
1,720 |
|
|
|
2,270 |
|
|
|
Total other expense, net |
|
(69,400 |
) |
|
|
(88,435 |
) |
|
|
(333,611 |
) |
|
|
(182,053 |
) |
|
| Net loss before income tax |
|
(5,560 |
) |
|
|
(43,119 |
) |
|
|
(127,127 |
) |
|
|
(197,435 |
) |
|
| Income tax expense |
|
(962 |
) |
|
|
(5,459 |
) |
|
|
(4,445 |
) |
|
|
(14,475 |
) |
|
| Net loss |
|
(6,522 |
) |
|
|
(48,578 |
) |
|
|
(131,572 |
) |
|
|
(211,910 |
) |
|
| Preferred stock dividends |
|
(10,936 |
) |
|
|
(10,936 |
) |
|
|
(43,744 |
) |
|
|
(27,438 |
) |
|
| Net loss attributable to common stockholders |
$ |
(17,458 |
) |
|
$ |
(59,514 |
) |
|
$ |
(175,316 |
) |
|
$ |
(239,348 |
) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and Diluted Loss Per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders — Basic and Diluted |
$ |
(0.08 |
) |
|
$ |
(0.26 |
) |
|
$ |
(0.76 |
) |
|
$ |
(1.71 |
) |
|
| Weighted Average Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
230,596 |
|
|
|
230,320 |
|
|
|
230,440 |
|
|
|
142,584 |
|
|
|
|
Global Net Lease, Inc. Quarterly Reconciliation of Non-GAAP Measures
(Unaudited) (In thousands)
|
| |
|
| |
|
Three Months Ended |
|
Year Ended
|
|
| |
|
March 31, 2024 |
|
June 30, 2024 |
|
September 30, 2024 |
|
December 31, 2024 |
|
December 31, 2024
|
|
| Adjusted
EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net loss |
$ |
(23,751 |
) |
|
$ |
(35,664 |
) |
|
$ |
(65,635 |
) |
|
$ |
(6,522 |
) |
|
$ |
(131,572 |
) |
|
| |
Depreciation and amortization |
|
92,000 |
|
|
|
89,493 |
|
|
|
85,430 |
|
|
|
83,020 |
|
|
|
349,943 |
|
|
| |
Interest expense |
|
82,753 |
|
|
|
89,815 |
|
|
|
77,130 |
|
|
|
77,234 |
|
|
|
326,932 |
|
|
| |
Income tax expense |
|
2,388 |
|
|
|
(250 |
) |
|
|
1,345 |
|
|
|
962 |
|
|
|
4,445 |
|
|
| |
EBITDA |
|
153,390 |
|
|
|
143,394 |
|
|
|
98,270 |
|
|
|
154,694 |
|
|
|
549,748 |
|
|
| |
Impairment charges |
|
4,327 |
|
|
|
27,402 |
|
|
|
38,583 |
|
|
|
20,098 |
|
|
|
90,410 |
|
|
| |
Equity-based compensation |
|
1,973 |
|
|
|
2,340 |
|
|
|
2,309 |
|
|
|
2,309 |
|
|
|
8,931 |
|
|
| |
Merger, transaction and other costs[1] |
|
761 |
|
|
|
1,572 |
|
|
|
1,901 |
|
|
|
1,792 |
|
|
|
6,026 |
|
|
| |
(Gain) loss on dispositions of real estate investments |
|
(5,867 |
) |
|
|
(34,102 |
) |
|
|
4,280 |
|
|
|
(21,326 |
) |
|
|
(57,015 |
) |
|
| |
(Gain) loss on derivative instruments |
|
(1,588 |
) |
|
|
(530 |
) |
|
|
4,742 |
|
|
|
(6,853 |
) |
|
|
(4,229 |
) |
|
| |
Unrealized gains on undesignated foreign currency
advances and other hedge ineffectiveness |
|
(1,032 |
) |
|
|
(300 |
) |
|
|
— |
|
|
|
(1,917 |
) |
|
|
(3,249 |
) |
|
| |
Loss on extinguishment and modification of debt |
|
58 |
|
|
|
13,090 |
|
|
|
317 |
|
|
|
2,412 |
|
|
|
15,877 |
|
|
| |
Other expense (income) |
|
16 |
|
|
|
(309 |
) |
|
|
49 |
|
|
|
(1,476 |
) |
|
|
(1,720 |
) |
|
| |
Expenses attributable to European tax restructuring[2] |
|
469 |
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
485 |
|
|
| |
Transition costs related to the Merger and
Internalization[3] |
|
2,826 |
|
|
|
995 |
|
|
|
138 |
|
|
|
527 |
|
|
|
4,486 |
|
|
| |
Adjusted EBITDA |
|
155,333 |
|
|
|
153,568 |
|
|
|
150,589 |
|
|
|
150,260 |
|
|
|
609,750 |
|
|
| |
General and administrative |
|
16,177 |
|
|
|
15,196 |
|
|
|
12,598 |
|
|
|
13,763 |
|
|
|
57,734 |
|
|
| |
Expenses attributable to European tax restructuring[2] |
|
(469 |
) |
|
|
(16 |
) |
|
|
— |
|
|
|
— |
|
|
|
(485 |
) |
|
| |
Transition costs related to the Merger and
Internalization[3] |
|
(2,826 |
) |
|
|
(995 |
) |
|
|
(138 |
) |
|
|
(527 |
) |
|
|
(4,486 |
) |
|
| |
NOI |
|
168,215 |
|
|
|
167,753 |
|
|
|
163,049 |
|
|
|
163,496 |
|
|
|
662,513 |
|
|
| |
Amortization related to above- and below-market lease
intangibles and right-of-use assets, net |
|
2,225 |
|
|
|
1,901 |
|
|
|
1,805 |
|
|
|
1,572 |
|
|
|
7,503 |
|
|
| |
Straight-line rent |
|
(4,562 |
) |
|
|
(5,349 |
) |
|
|
(5,343 |
) |
|
|
(3,896 |
) |
|
|
(19,150 |
) |
|
| |
Cash NOI |
$ |
165,878 |
|
|
$ |
164,305 |
|
|
$ |
159,511 |
|
|
$ |
161,172 |
|
|
$ |
650,866 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash Paid for Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest Expense |
$ |
82,753 |
|
|
$ |
89,815 |
|
|
$ |
77,130 |
|
|
$ |
77,234 |
|
|
$ |
326,932 |
|
|
| |
Non-cash portion of interest expense |
|
(2,394 |
) |
|
|
(2,580 |
) |
|
|
(2,496 |
) |
|
|
(2,510 |
) |
|
|
(9,980 |
) |
|
| |
Amortization of discounts on mortgages and senior notes |
|
(15,338 |
) |
|
|
(24,080 |
) |
|
|
(14,156 |
) |
|
|
(15,017 |
) |
|
|
(68,591 |
) |
|
| |
Total cash paid for interest |
$ |
65,021 |
|
|
$ |
63,155 |
|
|
$ |
60,478 |
|
|
$ |
59,707 |
|
|
$ |
248,361 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
These costs primarily consist of advisory, legal and other professional costs that were directly related
to the Merger and Internalization. |
| [2] |
Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not
consider these expenses to be part of our normal operating performance and have, accordingly, increased
Adjusted EBITDA for these amounts. |
| [3] |
Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who
retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii)
insurance premiums related to expiring directors and officers insurance of former RTL directors. We do
not consider these expenses to be part of our normal operating performance and have, accordingly,
increased Adjusted EBITDA for these amounts. |
| |
|
Global Net Lease, Inc. Quarterly Reconciliation of Non-GAAP Measures
(Unaudited) (In thousands, except per share data) |
| |
|
| |
|
Three Months Ended |
|
Year Ended
|
|
| |
|
March 31, 2024 |
|
June 30, 2024 |
|
September 30, 2024 |
|
December 31, 2024 |
|
December 31, 2024
|
|
| Funds from operations
(FFO): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Net loss attributable to
common stockholders (in accordance with GAAP) |
$ |
(34,687 |
) |
|
$ |
(46,600 |
) |
|
$ |
(76,571 |
) |
|
$ |
(17,458 |
) |
|
$ |
(175,316 |
) |
|
| |
Impairment charges |
|
4,327 |
|
|
|
27,402 |
|
|
|
38,583 |
|
|
|
20,098 |
|
|
|
90,410 |
|
|
| |
Depreciation and amortization |
|
92,000 |
|
|
|
89,493 |
|
|
|
85,430 |
|
|
|
83,020 |
|
|
|
349,943 |
|
|
| |
(Gain) loss on dispositions of real estate investments |
|
(5,867 |
) |
|
|
(34,102 |
) |
|
|
4,280 |
|
|
|
(21,326 |
) |
|
|
(57,015 |
) |
|
| FFO (defined by NAREIT) |
|
55,773 |
|
|
|
36,193 |
|
|
|
51,722 |
|
|
|
64,334 |
|
|
|
208,022 |
|
|
| |
Merger, transaction and other costs[1] |
|
761 |
|
|
|
1,572 |
|
|
|
1,901 |
|
|
|
1,792 |
|
|
|
6,026 |
|
|
| |
Loss on extinguishment and modification of debt |
|
58 |
|
|
|
13,090 |
|
|
|
317 |
|
|
|
2,412 |
|
|
|
15,877 |
|
|
| Core FFO attributable to common
stockholders |
|
56,592 |
|
|
|
50,855 |
|
|
|
53,940 |
|
|
|
68,538 |
|
|
|
229,925 |
|
|
| |
Non-cash equity-based compensation |
|
1,973 |
|
|
|
2,340 |
|
|
|
2,309 |
|
|
|
2,309 |
|
|
|
8,931 |
|
|
| |
Non-cash portion of interest expense |
|
2,394 |
|
|
|
2,580 |
|
|
|
2,496 |
|
|
|
2,510 |
|
|
|
9,980 |
|
|
| |
Amortization related to above- and
below-market lease intangibles and right-of-use assets, net |
|
2,225 |
|
|
|
1,901 |
|
|
|
1,805 |
|
|
|
1,572 |
|
|
|
7,503 |
|
|
| |
Straight-line rent |
|
(4,562 |
) |
|
|
(5,349 |
) |
|
|
(5,343 |
) |
|
|
(3,896 |
) |
|
|
(19,150 |
) |
|
| |
Unrealized gains on undesignated foreign currency advances and other
hedge ineffectiveness |
|
(1,032 |
) |
|
|
(300 |
) |
|
|
— |
|
|
|
(1,917 |
) |
|
|
(3,249 |
) |
|
| |
Eliminate unrealized (gains) losses on foreign currency
transactions[2] |
|
(1,259 |
) |
|
|
(230 |
) |
|
|
4,360 |
|
|
|
(6,289 |
) |
|
|
(3,418 |
) |
|
| |
Amortization of discounts on mortgages and senior notes |
|
15,338 |
|
|
|
24,080 |
|
|
|
14,156 |
|
|
|
15,017 |
|
|
|
68,591 |
|
|
| |
Expenses attributable to European tax restructuring[3] |
|
469 |
|
|
|
16 |
|
|
|
— |
|
|
|
— |
|
|
|
485 |
|
|
| |
Transition costs related to the Merger and
Internalization[4] |
|
2,826 |
|
|
|
995 |
|
|
|
138 |
|
|
|
527 |
|
|
|
4,486 |
|
|
| |
Forfeited disposition deposit[5] |
|
— |
|
|
|
(196 |
) |
|
|
(5 |
) |
|
|
(74 |
) |
|
|
(275 |
) |
|
| Adjusted funds from operations (AFFO) attributable
tocommon stockholders |
$ |
74,964 |
|
|
$ |
76,692 |
|
|
$ |
73,856 |
|
|
$ |
78,297 |
|
|
$ |
303,809 |
|
|
| Weighted average common shares outstanding -
Basic and Diluted |
|
230,320 |
|
|
|
230,381 |
|
|
|
230,463 |
|
|
|
230,596 |
|
|
|
230,440 |
|
|
| Net loss per share attributable to common shareholders —
Basic and Diluted |
$ |
(0.15 |
) |
|
$ |
(0.20 |
) |
|
$ |
(0.33 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.76 |
) |
|
| FFO per diluted common share |
$ |
0.24 |
|
|
$ |
0.16 |
|
|
$ |
0.22 |
|
|
$ |
0.28 |
|
|
$ |
0.90 |
|
|
| Core FFO per diluted common share |
$ |
0.25 |
|
|
$ |
0.22 |
|
|
$ |
0.23 |
|
|
$ |
0.30 |
|
|
$ |
1.00 |
|
|
| AFFO per diluted common share |
$ |
0.33 |
|
|
$ |
0.33 |
|
|
$ |
0.32 |
|
|
$ |
0.34 |
|
|
$ |
1.32 |
|
|
| Dividends declared to common stockholders |
$ |
81,923 |
|
|
$ |
63,754 |
|
|
$ |
63,722 |
|
|
$ |
63,484 |
|
|
$ |
272,883 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
These costs primarily consist of advisory, legal and other professional costs that were directly related
to the Merger and Internalization. |
| [2] |
For the three months ended March 31, 2024, the gain on derivative instruments was $1.6 million which
consisted of unrealized gains of $1.3 million and realized gains of $0.3 million. For the three months
ended June 30, 2024, the gain on derivative instruments was $0.5 million which consisted of unrealized
gains of $0.2 million and realized gains of $0.3 million. For the three months ended September 30, 2024,
the loss on derivative instruments was $4.7 million which consisted of unrealized losses of $4.4 million
and realized losses of $0.3 million. For the three months ended December 31, 2024, the gain on
derivative instruments was $6.9 million, which consisted of unrealized gains of $6.3 million and
realized gains of $0.6 million. For the year ended December 31, 2024, the gain on derivative
instruments was $4.2 million, which consisted of unrealized gains of $3.4 million and realized gains of
$0.8 million. |
| [3] |
Amounts relate to costs incurred related to the tax restructuring of our European entities. We do not
consider these expenses to be part of our normal operating performance and have, accordingly, increased
AFFO for these amounts. |
| [4] |
Amounts include costs related to (i) compensation incurred for our former Co-Chief Executive Officer who
retired effective March 31, 2024; (ii) a transition service agreement with the former Advisor and; (iii)
insurance premiums related to expiring directors and officers insurance of former RTL directors. We do
not consider these expenses to be part of our normal operating performance and have, accordingly,
increased AFFO for these amounts. |
| [5] |
Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in
other income in our consolidated statement of operations. We do not consider this income to be part of
our normal operating performance and have, accordingly, decreased AFFO for this amount. |
| |
|
The following table provides operating financial information for the Company’s four reportable
segments:
| |
|
|
Three Months Ended December 31, |
|
Year Ended December 31,
|
|
| (In thousands)
|
|
2024 |
|
2023 (1) |
|
2024 |
|
2023 (1)
|
|
|
Industrial & Distribution: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenue from tenants |
|
$ |
54,561 |
|
$ |
62,223 |
|
$ |
237,645 |
|
$ |
220,102 |
|
| |
Property operating expense |
|
|
6,694 |
|
|
5,407 |
|
|
21,820 |
|
|
15,457 |
|
| |
Net operating income |
|
$ |
47,867 |
|
$ |
56,816 |
|
$ |
215,825 |
|
$ |
204,645 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Multi-Tenant Retail: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenue from tenants |
|
$ |
63,131
|
|
$ |
66,412
|
|
$ |
259,280
|
|
$ |
79,799
|
|
| |
Property operating expense |
|
|
20,387 |
|
|
22,494 |
|
|
86,025 |
|
|
26,951 |
|
| |
Net operating income |
|
$ |
42,744 |
|
$ |
43,918 |
|
$ |
173,255 |
|
$ |
52,848 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Single-Tenant Retail: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenue from tenants |
|
$ |
42,648
|
|
$ |
41,288
|
|
$ |
164,514
|
|
$ |
65,478
|
|
| |
Property operating expense |
|
|
4,012 |
|
|
4,286 |
|
|
15,787 |
|
|
6,045 |
|
| |
Net operating income |
|
$ |
38,636 |
|
$ |
37,002 |
|
$ |
148,727 |
|
$ |
59,433 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Office: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenue from tenants |
|
$ |
38,775
|
|
$ |
36,803
|
|
$ |
143,571
|
|
$ |
149,691
|
|
| |
Property operating expense |
|
|
4,526 |
|
|
4,850 |
|
|
18,865 |
|
|
19,386 |
|
| |
Net operating income |
|
$ |
34,249 |
|
$ |
31,953 |
|
$ |
124,706 |
|
$ |
130,305 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Amounts in the Single-Tenant Retail segment and Office segment reflect changes to the reclassification
of one tenant from the Office segment to the Single-Tenant Retail segment to conform to the current year
presentation based on a re-evaluation of the property type. |
| |
|
Caution on Use of Non-GAAP Measures
Funds from Operations (“FFO”), Core Funds from Operations (“Core FFO”), Adjusted Funds from
Operations (“AFFO”), Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”),
Net Operating Income (“NOI”), Cash Net Operating Income (“Cash NOI”) and cash paid for interest should not be
construed to be more relevant or accurate than the current GAAP methodology in calculating net income or in its
applicability in evaluating our operating performance. The method utilized to evaluate the value and performance of
real estate under GAAP should be construed as a more relevant measure of operational performance and considered more
prominently than the non-GAAP measures.
Other REITs may not define FFO in accordance with the current National Association of Real Estate
Investment Trusts (“NAREIT”) definition (as we do), or may interpret the current NAREIT definition differently than
we do, or may calculate Core FFO or AFFO differently than we do. Consequently, our presentation of FFO, Core FFO and
AFFO may not be comparable to other similarly-titled measures presented by other REITs in our peer group.
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO, Core FFO and
AFFO calculations exclude such factors as depreciation and amortization of real estate assets and gain or loss from
sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based
on historical cost accounting and useful-life estimates), FFO, Core FFO and AFFO presentations facilitate
comparisons of operating performance between periods and between other REITs.
As a result, we believe that the use of FFO, Core FFO and AFFO, together with the required GAAP
presentations, provide a more complete understanding of our operating performance including relative to our peers
and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing
activities. However, FFO, Core FFO and AFFO are not indicative of cash available to fund ongoing cash needs,
including the ability to make cash distributions. Investors are cautioned that FFO, Core FFO and AFFO should only be
used to assess the sustainability of our operating performance excluding these activities, as they exclude certain
costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
Funds From Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT,
an industry trade group, has promulgated a measure known as FFO, which we believe to be an appropriate supplemental
measure to reflect the operating performance of a REIT. FFO is not equivalent to net income or loss as determined
under GAAP.
We calculate FFO, a non-GAAP measure, consistent with the standards established over time by the
Board of Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in
December 2018 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with
GAAP, excluding depreciation and amortization related to real estate, gain and loss from the sale of certain real
estate assets, gain and loss from change in control and impairment write-downs of certain real estate assets and
investments in entities when the impairment is directly attributable to decreases in the value of depreciable real
estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to exclude
the proportionate share of the non-controlling interest to arrive at FFO, Core FFO, AFFO and NOI attributable to
stockholders, as applicable. Our FFO calculation complies with NAREIT's definition.
The historical accounting convention used for real estate assets requires straight-line depreciation
of buildings and improvements, and straight-line amortization of intangibles, which implies that the value of a real
estate asset diminishes predictably over time. We believe that, because real estate values historically rise and
fall with market conditions, including inflation, interest rates, unemployment and consumer spending, presentations
of operating results for a REIT using historical accounting for depreciation and certain other items may be less
informative. Historical accounting for real estate involves the use of GAAP. Any other method of accounting for real
estate such as the fair value method cannot be construed to be any more accurate or relevant than the comparable
methodologies of real estate valuation found in GAAP. Nevertheless, we believe that the use of FFO, which excludes
the impact of real estate related depreciation and amortization, among other things, provides a more complete
understanding of our performance to investors and to management, and when compared year over year, reflects the
impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative
expenses, and interest costs, which may not be immediately apparent from net income.
Core Funds From Operations
In calculating Core FFO, we start with FFO, then we exclude certain non-core items such as merger,
transaction and other costs, as well as certain other costs that are considered to be non-core, such as debt
extinguishment or modification costs. The purchase of properties, and the corresponding expenses associated with
that process, is a key operational feature of our core business plan to generate operational income and cash flows
in order to make dividend payments to stockholders. In evaluating investments in real estate, we differentiate the
costs to acquire the investment from the subsequent operations of the investment. We also add back non-cash
write-offs of deferred financing costs, prepayment penalties and certain other costs incurred with the early
extinguishment or modification of debt which are included in net income but are considered financing cash flows when
paid in the statement of cash flows. We consider these write-offs and prepayment penalties to be capital
transactions and not indicative of operations. By excluding expensed acquisition, transaction and other costs as
well as non-core costs, we believe Core FFO provides useful supplemental information that is comparable for each
type of real estate investment and is consistent with management's analysis of the investing and operating
performance of our properties.
Adjusted Funds From Operations
In calculating AFFO, we start with Core FFO, then we exclude certain income or expense items from
AFFO that we consider more reflective of investing activities, other non-cash income and expense items and the
income and expense effects of other activities or items, including items that were paid in cash that are not a
fundamental attribute of our business plan or were one time or non-recurring items. These items include, for
example, early extinguishment or modification of debt and other items excluded in Core FFO as well as unrealized
gain and loss, which may not ultimately be realized, such as gain or loss on derivative instruments, gain or loss on
foreign currency transactions, and gain or loss on investments. In addition, by excluding non-cash income and
expense items such as amortization of above-market and below-market leases intangibles, amortization of deferred
financing costs, straight-line rent and equity-based compensation from AFFO, we believe we provide useful
information regarding income and expense items which have a direct impact on our ongoing operating performance. We
also exclude revenue attributable to the reimbursement by third parties of financing costs that we originally
incurred because these revenues are not, in our view, related to operating performance. We also include the realized
gain or loss on foreign currency exchange contracts for AFFO as such items are part of our ongoing operations and
affect our current operating performance.
In calculating AFFO, we also exclude certain expenses which under GAAP are treated as operating
expenses in determining operating net income. All paid and accrued acquisition, transaction and other costs
(including prepayment penalties for debt extinguishments or modifications and merger related expenses) and certain
other expenses, including expenses related to our European tax restructuring and transition costs related to the
Merger and Internalization, negatively impact our operating performance during the period in which expenses are
incurred or properties are acquired and will also have negative effects on returns to investors, but are excluded by
us as we believe they are not reflective of our on-going performance. Further, under GAAP, certain contemplated
non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income. In
addition, as discussed above, we view gain and loss from fair value adjustments as items which are unrealized and
may not ultimately be realized and not reflective of ongoing operations and are therefore typically adjusted for
when assessing operating performance. Excluding income and expense items detailed above from our calculation of AFFO
provides information consistent with management's analysis of our operating performance. Additionally, fair value
adjustments, which are based on the impact of current market fluctuations and underlying assessments of general
market conditions, but can also result from operational factors such as rental and occupancy rates, may not be
directly related or attributable to our current operating performance. By excluding such changes that may reflect
anticipated and unrealized gain or loss, we believe AFFO provides useful supplemental information. By providing
AFFO, we believe we are presenting useful information that can be used to, among other things, assess our
performance without the impact of transactions or other items that are not related to our portfolio of properties.
AFFO presented by us may not be comparable to AFFO reported by other REITs that define AFFO differently.
Furthermore, we believe that in order to facilitate a clear understanding of our operating results, AFFO should be
examined in conjunction with net income (loss) calculated in accordance with GAAP and presented in our consolidated
financial statements. AFFO should not be considered as an alternative to net income (loss) as an indication of our
performance or to cash flows as a measure of our liquidity or ability to make distributions.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization, Net Operating
Income, Cash Net Operating Income and Cash Paid for Interest
We believe that Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation
and amortization adjusted for acquisition, transaction and other costs, other non-cash items and including our
pro-rata share from unconsolidated joint ventures, is an appropriate measure of our ability to incur and service
debt. We also exclude revenue attributable to the reimbursement by third parties of financing costs that we
originally incurred because these revenues are not, in our view, related to operating performance. All paid and
accrued acquisition, transaction and other costs (including prepayment penalties for debt extinguishments or
modifications) and certain other expenses, including expenses related to our European tax restructuring and
transition costs related to the Merger and Internalization, negatively impact our operating performance during the
period in which expenses are incurred or properties are acquired and will also have negative effects on returns to
investors, but are not reflective of on-going performance. Adjusted EBITDA should not be considered as an
alternative to cash flows from operating activities, as a measure of our liquidity or as an alternative to net
income (loss) as calculated in accordance with GAAP as an indicator of our operating activities. Other REITs may
calculate Adjusted EBITDA differently and our calculation should not be compared to that of other REITs.
NOI is a non-GAAP financial measure equal to net income (loss), the most directly comparable GAAP
financial measure, less discontinued operations, interest, other income and income from preferred equity investments
and investment securities, plus corporate general and administrative expense, acquisition, transaction and other
costs, depreciation and amortization, other non-cash expenses and interest expense. We use NOI internally as a
performance measure and believe NOI provides useful information to investors regarding our financial condition and
results of operations because it reflects only those income and expense items that are incurred at the property
level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate
assets and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a
performance measure because, when compared across periods, NOI reflects the impact on operations from trends in
occupancy rates, rental rates, operating costs and acquisition activity on an unlevered basis, providing perspective
not immediately apparent from net income. NOI excludes certain components from net income in order to provide
results that are more closely related to a property's results of operations. For example, interest expense is not
necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level
as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting
and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be
comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a
clear understanding of our operating results, NOI should be examined in conjunction with net income (loss) as
presented in our consolidated financial statements. NOI should not be considered as an alternative to net income
(loss) as an indication of our performance or to cash flows as a measure of our liquidity.
Cash NOI is a non-GAAP financial measure that is intended to reflect the performance of our
properties. We define Cash NOI as net operating income (which is separately defined herein) excluding amortization
of above/below market lease intangibles and straight-line rent adjustments that are included in GAAP lease revenues.
We believe that Cash NOI is a helpful measure that both investors and management can use to evaluate the current
financial performance of our properties and it allows for comparison of our operating performance between periods
and to other REITs. Cash NOI should not be considered as an alternative to net income, as an indication of our
financial performance, or to cash flows as a measure of liquidity or our ability to fund all needs. The method by
which we calculate and present Cash NOI may not be directly comparable to the way other REITs calculate and present
Cash NOI.
Cash Paid for Interest is calculated based on the interest expense less non-cash portion of interest
expense and amortization of mortgage (discount) premium, net. Management believes that Cash Paid for Interest
provides useful information to investors to assess our overall solvency and financial flexibility. Cash Paid for
Interest should not be considered as an alternative to interest expense as determined in accordance with GAAP or any
other GAAP financial measures and should only be considered together with and as a supplement to our financial
information prepared in accordance with GAAP.

Source: Global Net Lease, Inc.