Global Net Lease, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Global Net Lease, Inc. has filed its 2023 annual report (10-K), detailing its financial performance and corporate structure.</b>

AI Summary

Global Net Lease, Inc. (GNL-PD) filed a Annual Report (10-K) with the SEC on February 27, 2024. Global Net Lease, Inc. (GNL) filed its 2023 Form 10-K on February 27, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is Real Estate Investment Trusts (SIC code 6798). GNL was formerly known as American Realty Capital Global Trust, Inc. and American Realty Capital Global Daily Net Asset Value Trust, Inc. The filing includes data for common stock and preferred stock series A, B, D, and E.

Why It Matters

For investors and stakeholders tracking Global Net Lease, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of GNL's financial health, operational activities, and strategic positioning for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. As a Real Estate Investment Trust (REIT), GNL's filing is essential for understanding its property portfolio, rental income, and dividend distribution capabilities, impacting investor returns and market perception.

Risk Assessment

Risk Level: medium — Global Net Lease, Inc. shows moderate risk based on this filing. The filing is a standard 10-K, which is a comprehensive annual report. While it contains detailed financial information, it does not inherently signal immediate positive or negative performance trends without further analysis of the specific numbers and disclosures.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand Global Net Lease's financial position and operational risks for 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-02-27 — Filing Date (Date of submission)
• 6798 — SIC Code (Industry classification)
• 2020-12-31 — Prior Year End (Reference date for historical data)

Key Players & Entities

• Global Net Lease, Inc. (company) — Filer name
• GNL (company) — Ticker symbol
• 2024-02-27 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• 6798 (industry_code) — Standard Industrial Classification
• American Realty Capital Global Trust, Inc. (company) — Former company name
• American Realty Capital Global Daily Net Asset Value Trust, Inc. (company) — Former company name
• 212-415-6500 (phone) — Business phone number

FAQ

Key Dates

• 2024-02-27: 10-K Filing — Annual report submission for fiscal year 2023.
• 2023-12-31: Fiscal Year End — End date of the reporting period.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and business overview for Global Net Lease, Inc.)

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-generating real estate. (Global Net Lease, Inc. operates as a REIT, making this classification key to understanding its business model and financial reporting.)

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share GNL New York Stock

Filing Documents

• gnl-20231231.htm (10-K) — 11606KB
• ex39articlessupplementaryr.htm (EX-3.9) — 8KB
• ex411descriptionofsecuriti.htm (EX-4.11) — 371KB
• ex1061-formofdirectorrsuaw.htm (EX-10.61) — 45KB
• ex1063non-employeedirector.htm (EX-10.63) — 35KB
• ex1064mastersonemploymenta.htm (EX-10.64) — 204KB
• ex1065gnl-gallowayemployme.htm (EX-10.65) — 222KB
• ex211subsidiarylisting1231.htm (EX-21.1) — 372KB
• ex231gnl10-k12312023.htm (EX-23.1) — 2KB
• ex311co-ceo302certification.htm (EX-31.1) — 11KB
• ex312co-ceo302certification.htm (EX-31.2) — 11KB
• ex313cfo302certification.htm (EX-31.3) — 11KB
• ex32co-ceoandcfo906certifc.htm (EX-32) — 7KB
• ex971dodd-frankclawbackpol.htm (EX-97.1) — 44KB
• gnl-20231231_g1.gif (GRAPHIC) — 12KB
• gnl-20231231_g2.jpg (GRAPHIC) — 113KB
• 0001526113-24-000007.txt (&nbsp;) — 54884KB
• gnl-20231231.xsd (EX-101.SCH) — 408KB
• gnl-20231231_cal.xml (EX-101.CAL) — 176KB
• gnl-20231231_def.xml (EX-101.DEF) — 1554KB
• gnl-20231231_lab.xml (EX-101.LAB) — 3139KB
• gnl-20231231_pre.xml (EX-101.PRE) — 1852KB
• gnl-20231231_htm.xml (XML) — 11767KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 30 Item 1C. Cybersecurity 32 Item 2.

Properties

Properties 32 Item 3.

Legal Proceedings

Legal Proceedings 35 Item 4. Mine Safety Disclosures 35 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. [Reserved] 36 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 61 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 64 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 64 Item 9A.

Controls and Procedures

Controls and Procedures 64 Item 9B. Other Information 65 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 65 PART III Item 10. Directors, Executive Officers and Corporate Governance 65 Item 11.

Executive Compensation

Executive Compensation 65 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 65 Item 13. Certain Relationships and Related Transactions, and Director Independence 65 Item 14. Principal Accountant Fees and Services 65 PART IV Item 15. Exhibits and Financial Statement Schedules 66 Item 16. Form 10-K Summary 72

SIGNATURES

SIGNATURES 73 2 Table of Contents

Forward-Looking Statements

Forward-Looking Statements Certain statements included in this Annual Report on Form 10-K that are not historical facts may be forward-looking statements including statements regarding the intent, belief or current expectations of Global Net Lease, Inc. ("we," "our" or "us") and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "projects," "potential," "predicts," "expects," "plans," "intends," "would," "could," "should" or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the risks associated with the merger with The Necessity Retail REIT, Inc. ("RTL") and the internalization of our property management and advisory functions; the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on us, our tenants and the global economy and financial markets; that any potential future acquisition by the Company is subject to market conditions and capital availability and may not

Business

Item 1. Business. Overview We are a real estate investment trust for United States ("U.S.") federal income tax purposes ("REIT") that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. Historically, we focused on acquiring and managing a globally diversified portfolio of strategically-located commercial real estate properties, which consisted primarily of mission-critical, single tenant net-lease assets. As a result of acquiring RTL in the quarter ended September 30, 2023, we acquired a diversified portfolio of 989 properties consisting of primarily necessity-based retail single-tenant and multi-tenant properties located in the U.S. Until September 12, 2023, we were managed by Global Net Lease Advisors, LLC (the "Advisor"), who managed our day-to-day business with the assistance of the property manager, Global Net Lease Properties, LLC (the "Property Manager"), who managed and leased our properties to third parties. Prior to September 12, 2023, the former Advisor and the Property Manager were under common control with AR Global Investments, LLC ("AR Global"), and these related parties had historically received compensation and fees for various services provided to us. On September 12, 2023, we internalized our advisory and property management functions as well as the advisory and property management functions of RTL. For additional details on our acquisition of RTL and the internalization of our advisory and property management services, see N o te 1 — Organization, Note 3 — The Mergers and N ote 12 — Related Party Transactions to our consolidated financial statements included in this Annual Report on Form 10-K. As of December 31, 2023, we owned 1,296 properties consisting of 66.8 million rentable square feet, which were 96% leased, with a weighted-average remaining lease term of 6.8 years. Based on the percentage of annualized rental income on a straight-line basis as of Dec

Risk Factors

Item 1A. Risk Factors Set forth below are the risk factors that we believe are material to our investors and a summary thereof. The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends and they may also impact the trading price of our common and our preferred stock. The risk factors contained herein are not necessarily comprehensive and we may be subject to other risks. Summary Risk Factors We may be unable to integrate the operations of RTL and the other entities we acquired in the Mergers successfully and may not realize the anticipated synergies and other benefits of the Mergers or do so within the anticipated time frame. We may be unable to acquire or dispose of properties on advantageous terms or our property acquisitions may not perform as we expect. Our ability to grow depends on our ability to access additional debt or equity financing on attractive terms, and there can be no assurance we will be able to so on favorable terms or at all. Certain of the agreements governing our indebtedness may limit our ability to pay dividends on our common stock, $0.01 par value per share ("Common Stock"), our 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share ("Series A Preferred Stock"), our 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share ("Series B Preferred Stock"), our 7.50% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share ("Series D Preferred Stock"), our 7.375% Series E Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 ("Series E Preferred Stock", together with the Series A Preferred Stock, the Series B Preferred Stock and the Series D Preferred Stock, the "Preferred Stock"), or any other equity securities we may issue. If we are not able to generate sufficient cash from operations, we may have

View Full Filing

View this 10-K filing on SEC EDGAR