GLOBAL NET LEASE, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________ to __________
Commission file number:
001-37390
Global Net Lease, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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45-2771978
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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405 Park Ave., 14th Floor, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 415-6500
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||
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(Registrant's telephone number, including area code)
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||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2
of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o
Yes
x
No
As of
July 29, 2016
, the registrant had
168,977,965
shares of common stock outstanding.
GLOBAL NET LEASE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Page
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|
1
GLOBAL NET LEASE, INC.
(In thousands, except share and per share data)
|
June 30,
2016 |
December 31,
2015 |
||||||
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(Unaudited)
|
|||||||
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ASSETS
|
|
||||||
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Real estate investments, at cost:
|
|||||||
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Land
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$
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337,863
|
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$
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341,911
|
|
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Buildings, fixtures and improvements
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1,665,084
|
|
1,685,919
|
|
|||
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Construction in progress
|
—
|
|
180
|
|
|||
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Acquired intangible lease assets
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510,407
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518,294
|
|
|||
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Total real estate investments, at cost
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2,513,354
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2,546,304
|
|
|||
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Less accumulated depreciation and amortization
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(179,106
|
)
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(133,329
|
)
|
|||
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Total real estate investments, net
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2,334,248
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2,412,975
|
|
|||
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Cash and cash equivalents
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40,501
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69,938
|
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|||
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Restricted cash
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3,334
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3,319
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|
|||
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Derivatives, at fair value (
Note 7
)
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6,559
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5,812
|
|
|||
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Unbilled straight line rent
|
27,563
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23,048
|
|
|||
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Prepaid expenses and other assets
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17,944
|
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15,345
|
|
|||
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Due from related parties
|
16
|
|
136
|
|
|||
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Deferred tax assets
|
2,561
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|
2,552
|
|
|||
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Goodwill and other intangible assets, net
|
3,042
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2,988
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|
|||
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Credit facility deferred financing costs, net
|
538
|
|
4,409
|
|
|||
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Total assets
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$
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2,436,306
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$
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2,540,522
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LIABILITIES AND EQUITY
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|||||
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Mortgage notes payable, net of deferred financing costs ($6,243 and $7,446 for June 30, 2016 and December 31, 2015, respectively)
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$
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507,075
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$
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524,262
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Mortgage premium, net
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436
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676
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|
|||
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Credit facility
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673,674
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717,286
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|||
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Below-market lease liabilities, net
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26,398
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27,978
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|||
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Derivatives, at fair value (
Note 7
)
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17,245
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6,028
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|||
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Due to related parties
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665
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399
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|||
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Accounts payable and accrued expenses
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18,003
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18,659
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|||
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Prepaid rent
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14,389
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15,491
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|||
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Deferred tax liability
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4,079
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4,016
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|||
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Taxes payable
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3,893
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5,201
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|||
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Dividends payable
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30
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407
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|
|||
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Total liabilities
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1,265,887
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1,320,403
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|
|||
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Commitments and contingencies (
Note 9
)
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|||
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Equity:
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|||||||
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Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding
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—
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—
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|
|||
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Common stock, $0.01 par value, 300,000,000 shares authorized, 168,977,965 and 168,936,633 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
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1,692
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1,692
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|||
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Additional paid-in capital
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1,480,376
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1,480,162
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|||
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Accumulated other comprehensive loss
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(15,819
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)
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(3,649
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)
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|||
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Accumulated deficit
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(310,600
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)
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(272,812
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)
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|||
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Total stockholders' equity
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1,155,649
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1,205,393
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|||
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Non-controlling interest
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14,770
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14,726
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|||
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Total equity
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1,170,419
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1,220,119
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|
|||
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Total liabilities and equity
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$
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2,436,306
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$
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2,540,522
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The accompanying notes are an integral part of these consolidated financial statements.
2
GLOBAL NET LEASE, INC.
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||||
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2016
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2015
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2016
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2015
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|||||||||||||
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Revenues:
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||||||||||||||||
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Rental income
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$
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51,736
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$
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47,234
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$
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103,247
|
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$
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94,666
|
|
||||
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Operating expense reimbursements
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1,460
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1,834
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|
4,903
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4,371
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||||||||
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Total revenues
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53,196
|
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49,068
|
|
108,150
|
|
99,037
|
|
||||||||
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Expenses:
|
||||||||||||||||
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Property operating
|
3,542
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|
3,377
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|
9,189
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7,436
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|
||||||||
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Operating fees to related parties
|
4,959
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4,065
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9,776
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|
5,309
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|
||||||||
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Acquisition and transaction related
|
27
|
|
212
|
|
(102
|
)
|
1,297
|
|
||||||||
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Listing fees
|
—
|
|
18,503
|
|
—
|
|
18,503
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|
||||||||
|
Vesting of Class B units
|
—
|
|
14,480
|
|
—
|
|
14,480
|
|
||||||||
|
Change in fair value of listing note (
Note 2
)
|
—
|
|
4,430
|
|
—
|
|
4,430
|
|
||||||||
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General and administrative
|
1,880
|
|
1,892
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|
3,584
|
|
3,639
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|
||||||||
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Equity based compensation
|
70
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|
503
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1,114
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503
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|
||||||||
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Depreciation and amortization
|
23,812
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|
22,089
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|
47,568
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|
43,203
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|
||||||||
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Total expenses
|
34,290
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|
69,551
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|
71,129
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98,800
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|
||||||||
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Operating income
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18,906
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|
(20,483
|
)
|
37,021
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|
237
|
|
||||||||
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Other income (expense):
|
||||||||||||||||
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Interest expense
|
(10,634
|
)
|
(7,947
|
)
|
(21,203
|
)
|
(15,758
|
)
|
||||||||
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Income from investments
|
—
|
|
—
|
|
—
|
|
7
|
|
||||||||
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Gains (losses) on derivative instruments
|
3,830
|
|
(3,736
|
)
|
3,481
|
|
475
|
|
||||||||
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Unrealized gains (losses) on undesignated foreign currency advances and other hedge ineffectiveness
|
4,252
|
|
(508
|
)
|
4,154
|
|
940
|
|
||||||||
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Unrealized losses on non-functional foreign currency advances not designated as net investment hedges
|
—
|
|
(11,842
|
)
|
—
|
|
(2,935
|
)
|
||||||||
|
Other income
|
8
|
|
12
|
|
17
|
|
25
|
|
||||||||
|
Total other expense, net
|
(2,544
|
)
|
(24,021
|
)
|
(13,551
|
)
|
(17,246
|
)
|
||||||||
|
Net income (loss) before income taxes
|
16,362
|
|
(44,504
|
)
|
23,470
|
|
(17,009
|
)
|
||||||||
|
Income taxes expense
|
(430
|
)
|
(1,303
|
)
|
(980
|
)
|
(2,943
|
)
|
||||||||
|
Net income (loss)
|
15,932
|
|
(45,807
|
)
|
22,490
|
|
(19,952
|
)
|
||||||||
|
Non-controlling interest
|
(169
|
)
|
143
|
|
(239
|
)
|
143
|
|
||||||||
|
Net income (loss) attributable to stockholders
|
$
|
15,763
|
|
$
|
(45,664
|
)
|
$
|
22,251
|
|
$
|
(19,809
|
)
|
||||
|
Basic and Diluted Earnings Per Share:
|
||||||||||||||||
|
Basic and diluted net income (loss) per share attributable to stockholders
|
$
|
0.09
|
|
$
|
(0.25
|
)
|
$
|
0.13
|
|
$
|
(0.11
|
)
|
||||
|
Basic and diluted weighted average shares outstanding
|
168,948,472
|
|
180,380,436
|
|
168,942,552
|
|
179,771,830
|
|
||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
Net income (loss)
|
$
|
15,932
|
|
$
|
(45,807
|
)
|
$
|
22,490
|
|
$
|
(19,952
|
)
|
||||
|
Other comprehensive income (loss)
|
||||||||||||||||
|
Cumulative translation adjustment
|
(201
|
)
|
11,079
|
|
(86
|
)
|
4,169
|
|
||||||||
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Designated derivatives, fair value adjustments
|
(3,779
|
)
|
2,336
|
|
(12,214
|
)
|
2,246
|
|
||||||||
|
Other comprehensive (loss) income
|
(3,980
|
)
|
13,415
|
|
(12,300
|
)
|
6,415
|
|
||||||||
|
Comprehensive income (loss)
|
$
|
11,952
|
|
$
|
(32,392
|
)
|
$
|
10,190
|
|
$
|
(13,537
|
)
|
||||
|
Amounts attributable to non-controlling interest
|
||||||||||||||||
|
Net (income) loss
|
(169
|
)
|
143
|
|
(239
|
)
|
143
|
|
||||||||
|
Cumulative translation adjustment
|
2
|
|
109
|
|
1
|
|
109
|
|
||||||||
|
Designated derivatives, fair value adjustments
|
40
|
|
5
|
|
129
|
|
5
|
|
||||||||
|
Comprehensive (income) loss attributable to non-controlling interest
|
(127
|
)
|
257
|
|
(109
|
)
|
257
|
|
||||||||
|
Comprehensive income (loss) attributable to stockholders
|
$
|
11,825
|
|
$
|
(32,135
|
)
|
$
|
10,081
|
|
$
|
(13,280
|
)
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
4
GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Six Months Ended June 30, 2016
(In thousands, except share data)
(Unaudited)
|
Common Stock
|
|||||||||||||||||||||||||||||||
|
|
Number of
Shares
|
Par Value
|
Additional Paid-in
Capital
|
Accumulated Other Comprehensive Loss
|
Accumulated Deficit
|
Total Stockholders' Equity
|
Non-controlling interest
|
Total Equity
|
|||||||||||||||||||||||
|
Balance, December 31, 2015
|
168,936,633
|
|
$
|
1,692
|
|
$
|
1,480,162
|
|
$
|
(3,649
|
)
|
$
|
(272,812
|
)
|
$
|
1,205,393
|
|
$
|
14,726
|
|
$
|
1,220,119
|
|
||||||||
|
Issuance of common stock
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||||||||||||
|
Common stock offering costs, commissions and dealer manager fees
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
Dividends declared
|
—
|
|
—
|
|
—
|
|
—
|
|
(60,039
|
)
|
(60,039
|
)
|
—
|
|
(60,039
|
)
|
|||||||||||||||
|
Equity-based compensation
|
41,332
|
|
—
|
|
177
|
|
—
|
|
—
|
|
177
|
|
937
|
|
1,114
|
|
|||||||||||||||
|
Distributions to non-controlling interest holders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(967
|
)
|
(967
|
)
|
|||||||||||||||
|
Net Income
|
—
|
|
—
|
|
—
|
|
—
|
|
22,251
|
|
22,251
|
|
239
|
|
22,490
|
|
|||||||||||||||
|
Cumulative translation adjustment
|
—
|
|
—
|
|
—
|
|
(85
|
)
|
—
|
|
(85
|
)
|
(1
|
)
|
(86
|
)
|
|||||||||||||||
|
Designated derivatives, fair value adjustments
|
—
|
|
—
|
|
—
|
|
(12,085
|
)
|
—
|
|
(12,085
|
)
|
(129
|
)
|
(12,214
|
)
|
|||||||||||||||
|
Rebalancing of ownership percentage
|
—
|
|
—
|
|
35
|
|
—
|
|
—
|
|
35
|
|
(35
|
)
|
—
|
|
|||||||||||||||
|
Balance, June 30, 2016
|
168,977,965
|
|
$
|
1,692
|
|
$
|
1,480,376
|
|
$
|
(15,819
|
)
|
$
|
(310,600
|
)
|
|
$
|
1,155,649
|
|
$
|
14,770
|
|
$
|
1,170,419
|
|
|||||||
The accompanying notes are an integral part of this consolidated financial statement.
5
GLOBAL NET LEASE, INC.
(In thousands)
(Unaudited)
|
Six Months Ended June 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
Cash flows from operating activities:
|
|
|||||||
|
Net income (loss)
|
$
|
22,490
|
|
$
|
(19,952
|
)
|
||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
||||||
|
Depreciation
|
25,298
|
|
22,488
|
|
||||
|
Amortization of intangibles
|
22,270
|
|
20,715
|
|
||||
|
Amortization of deferred financing costs
|
4,818
|
|
3,916
|
|
||||
|
Amortization of mortgage premium
|
(240
|
)
|
(244
|
)
|
||||
|
Amortization of below-market lease liabilities
|
(1,258
|
)
|
(997
|
)
|
||||
|
Amortization of above-market lease assets
|
1,136
|
|
1,164
|
|
||||
|
Amortization of above- and below- market ground lease assets
|
111
|
|
43
|
|
||||
|
Unbilled straight line rent
|
(5,523
|
)
|
(7,989
|
)
|
||||
|
Vesting of Class B units
|
—
|
|
14,480
|
|
||||
|
Equity based compensation
|
1,114
|
|
641
|
|
||||
|
Unrealized gains on foreign currency transactions, derivatives, and other
|
(538
|
)
|
(3,545
|
)
|
||||
|
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness
|
(4,154
|
)
|
(940
|
)
|
||||
|
Unrealized losses on non-functional foreign currency advances not designated as net investment hedges
|
—
|
|
2,935
|
|
||||
|
Change in fair value of listing note
|
—
|
|
4,430
|
|
||||
|
Appreciation of investment in securities
|
—
|
|
21
|
|
||||
|
Changes in operating assets and liabilities, net:
|
|
|||||||
|
Prepaid expenses and other assets
|
(2,599
|
)
|
887
|
|
||||
|
Deferred tax assets
|
(9
|
)
|
(324
|
)
|
||||
|
Accounts payable and accrued expenses
|
(656
|
)
|
4,408
|
|
||||
|
Prepaid rent
|
(1,102
|
)
|
(361
|
)
|
||||
|
Deferred tax liability
|
414
|
|
—
|
|
||||
|
Taxes payable
|
(1,659
|
)
|
2,661
|
|
||||
|
Net cash provided by operating activities
|
59,913
|
|
44,437
|
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Investment in real estate and real estate related assets
|
—
|
|
(47,184
|
)
|
||||
|
Deposits for real estate acquisitions
|
—
|
|
616
|
|
||||
|
Proceeds from termination of derivatives
|
—
|
|
10,055
|
|
||||
|
Capital expenditures
|
(200
|
)
|
(2,322
|
)
|
||||
|
Net cash used in investing activities
|
(200
|
)
|
(38,835
|
)
|
||||
|
Cash flows from financing activities:
|
|
|||||||
|
Borrowings under credit facility
|
—
|
|
251,572
|
|
||||
|
Repayments on credit facility
|
(26,696
|
)
|
(295,000
|
)
|
||||
|
Proceeds from mortgage notes payable
|
—
|
|
61,439
|
|
||||
|
Payments on mortgage notes payable
|
(378
|
)
|
(359
|
)
|
||||
|
Proceeds from issuance of common stock
|
2
|
|
307
|
|
||||
|
Proceeds from issuance of operating partnership units
|
—
|
|
750
|
|
||||
|
Proceeds of offering costs
|
—
|
|
40
|
|
||||
|
Proceeds (payments) of financing costs
|
679
|
|
(1,397
|
)
|
||||
|
Dividends paid
|
(60,039
|
)
|
(37,784
|
)
|
||||
|
Distributions to non-controlling interest holders
|
(1,344
|
)
|
—
|
|
||||
|
Payments on common stock repurchases, inclusive of fees
|
—
|
|
(2,199
|
)
|
||||
|
Advances from related parties, net
|
386
|
|
1,861
|
|
||||
|
Restricted cash
|
(15
|
)
|
1,982
|
|
||||
|
Net cash used in financing activities
|
(87,405
|
)
|
(18,788
|
)
|
||||
|
Net change in cash and cash equivalents
|
(27,692
|
)
|
(13,186
|
)
|
||||
|
Effect of exchange rate changes on cash
|
(1,745
|
)
|
10,144
|
|
||||
|
Cash and cash equivalents, beginning of period
|
69,938
|
|
64,684
|
|
||||
|
Cash and cash equivalents, end of period
|
$
|
40,501
|
|
$
|
61,642
|
|
||
6
GLOBAL NET LEASE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Six Months Ended June 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
Supplemental Disclosures:
|
||||||||
|
Cash paid for interest
|
$
|
21,079
|
|
$
|
10,067
|
|
||
|
Cash paid for income taxes
|
2,287
|
|
1,022
|
|
||||
|
Non-Cash Investing and Financing Activities:
|
||||||||
|
Tender offer payable
|
—
|
|
125,000
|
|
||||
|
Common stock issued through dividend reinvestment plan
|
—
|
|
28,578
|
|
||||
7
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Global Net Lease, Inc. (the "Company"), formerly known as American Realty Capital Global Trust, Inc., incorporated on
July 13, 2011
, is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. The Company operated as a non-traded REIT through June 1, 2015. On
June 2, 2015
(the "Listing Date"), the Company listed its Common Stock (the "Listing") on the New York Stock Exchange ("NYSE") under the symbol "GNL".
The Company was formed to primarily acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. As of
June 30, 2016
, the Company owned
329
properties consisting of
18.7 million
rentable square feet, which were
100%
leased, with a weighted average remaining lease term of
10.8
years. Based on original purchase price,
60.4%
of the Company's properties are located in the U.S. and the Commonwealth of Puerto Rico and
39.6%
are located in Europe. The Company may also originate or acquire first mortgage loans secured by real estate. As of
June 30, 2016
, the Company has not invested in any bridge loans, mezzanine loans, preferred equity or securitized loans.
On
June 30, 2014
, the Company completed its initial public offering ("IPO") after selling
172.3 million
shares of common stock,
$0.01
par value per share ("Common Stock"), at a price of
$10.00
per share, subject to certain volume and other discounts. In addition, the Company issued an additional
1.1 million
shares pursuant to its dividend reinvestment program (the "DRIP"). On April 7, 2015, in anticipation of the Listing, the Company announced the suspension of the DRIP. On May 7, 2015, the Company filed a post-effective amendment to its registration statement on Form S-11 (File No.
001-37390
) (as amended, the "Registration Statement") to deregister the unsold shares registered under the Registration Statement.
The Company operated as a non-traded REIT through
June 1, 2015
. In connection with the Listing, the Company offered to purchase up to
11.9 million
shares of its Common Stock at a price of
$10.50
per share (the “Tender Offer”). As a result of the Tender Offer, on
July 6, 2015
, the Company purchased approximately
11.9 million
shares of its Common Stock at a price of
$10.50
per share, for an aggregate amount of
$125.0 million
, excluding fees and expenses relating to the Tender Offer and including fractional shares repurchased thereafter.
Substantially all of the Company's business is conducted through Global Net Lease Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. As of
June 30, 2016
, the OP had issued
1,809,678
units of limited partnership interests ("OP Units") to limited partners other than the Company, of which
1,461,753
OP Units were issued to Global Net Lease Advisors, LLC (the "Advisor"),
347,903
OP Units were issued to Moor Park Capital Partners LLP (the "Service Provider"), and
22
OP Units were issued to Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner") (see
Note 10
— Related Party Transactions
). In accordance with the limited partnership agreement of the OP, a holder of OP Units has the right to convert OP Units, at the Company's option, for a corresponding number of shares of the Company's Common Stock or the cash value of those corresponding shares. The remaining rights of the limited partner interests are limited and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.
The Company has no direct employees. The Company has retained the Advisor to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). The Advisor, Property Manager and Special Limited Partner are under common control with the parent of AR Capital Global Holdings, LLC (the "Sponsor"), as a result of which they are related parties. These related parties receive compensation and fees for various services provided to the Company. The Advisor has entered into a service provider agreement with the Service Provider, pursuant to which the Service Provider provides, subject to the Advisor's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe.
The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the
three and six months ended
June 30, 2016
are not necessarily indicative of the results for the entire year or any subsequent interim period.
8
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended
December 31, 2015
, which are included in the Company's Annual Report on Form 10-K filed with the SEC on
February 29, 2016
. There have been no significant changes to the Company's significant accounting policies during the
six months ended
June 30, 2016
, other than the updates described below and the subsequent notes.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined that the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.
Income Taxes
The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner so as to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable earnings. REIT's are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the United States (including Puerto Rico), United Kingdom and continental Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the United States federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease Company's earnings and available cash.
In addition, the Company's international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. During the period from July 13, 2011 (date of inception) to December 31, 2012, the Company elected to be taxed as a corporation, pursuant to which income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using expected tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Because, the Company elected and qualified to be taxed as a REIT commencing with the taxable year ended December 31, 2013, it does not anticipate that any applicable deferred tax assets or liabilities will be realized.
Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not.
The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit).
9
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
The Company derives most of its REIT income from its real estate operations in the United States. As such, the Company's real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable.
Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following:
|
•
|
Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;
|
|
•
|
Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and
|
|
•
|
Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income.
|
The Company recognizes current income taxes expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company's current income taxes expense fluctuates from period to period based primarily on the timing of its taxable income. For the
three and six months ended
June 30, 2016
, the Company recognized an income taxes expense of
$0.4 million
and
$1.0 million
, respectively. For the
three and six months ended
June 30, 2015
, the Company recognize an income taxes expense of
$1.3 million
and
$2.9 million
, respectively. Deferred income tax (expense) benefit is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets from state and local taxes in the United States or in foreign jurisdictions.
Reclassifications
Certain reclassifications have been made to the 2015 consolidated financial statements to conform to the current period presentation.
Revision to previously issued financial statements
During the six months ended June 30, 2016, the Company identified certain historical errors in the preparation of its consolidated statements of comprehensive income (loss) and consolidated statement of changes in equity since 2014 which impacted the quarterly financial statements for the periods ended March 31, June 30 and September 30, 2015 and 2014 and the years ended December 31, 2015 and 2014. Specifically, the Company had been reflecting the fair value adjustments for its cross currency derivatives designated as net investment hedges on its foreign investments as part of “Designated derivatives - fair value adjustments” within Other Comprehensive Income ("OCI") rather than treating them as part of “Cumulative translation adjustments” also in OCI consistent with the treatment of the hedged item as required by ASC 815. The Company concluded that the errors noted above were not material to any historical periods presented. However, in order to correctly present the cumulative translation adjustment and designated derivatives, fair value adjustment in the appropriate period, management revised previously issued financial statements. The Company will revise its future presentations of OCI when the period are refiled in 2016 and 2017 for comparative purposes. The effects of these revisions are summarized below:
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Year ended December 31, 2014
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
(11,990
|
)
|
$
|
12,466
|
|
$
|
476
|
|
|||
|
Designated derivatives, fair value adjustments
|
6,082
|
|
(12,466
|
)
|
(6,384
|
)
|
||||||
|
Total OCI
|
$
|
(5,908
|
)
|
$
|
—
|
|
$
|
(5,908
|
)
|
|||
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Three months ended March 31, 2015
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
(14,534
|
)
|
$
|
7,624
|
|
$
|
(6,910
|
)
|
|||
|
Designated derivatives, fair value adjustments
|
7,534
|
|
(7,624
|
)
|
(90
|
)
|
||||||
|
Total OCI
|
$
|
(7,000
|
)
|
$
|
—
|
|
$
|
(7,000
|
)
|
|||
10
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Three months ended June 30, 2015
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
9,047
|
|
$
|
2,032
|
|
$
|
11,079
|
|
|||
|
Designated derivatives, fair value adjustments
|
4,368
|
|
(2,032
|
)
|
2,336
|
|
||||||
|
Total OCI
|
$
|
13,415
|
|
$
|
—
|
|
$
|
13,415
|
|
|||
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Six months ended June 30, 2015
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
(5,487
|
)
|
$
|
9,656
|
|
$
|
4,169
|
|
|||
|
Designated derivatives, fair value adjustments
|
11,902
|
|
(9,656
|
)
|
2,246
|
|
||||||
|
Total OCI
|
$
|
6,415
|
|
$
|
—
|
|
$
|
6,415
|
|
|||
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Three months ended September 30, 2015
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
836
|
|
$
|
(2,364
|
)
|
$
|
(1,528
|
)
|
|||
|
Designated derivatives, fair value adjustments
|
(6,149
|
)
|
2,364
|
|
(3,785
|
)
|
||||||
|
Total OCI
|
$
|
(5,313
|
)
|
$
|
—
|
|
$
|
(5,313
|
)
|
|||
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Nine months ended September 30, 2015
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
(4,651
|
)
|
$
|
7,292
|
|
$
|
2,641
|
|
|||
|
Designated derivatives, fair value adjustments
|
5,753
|
|
(7,292
|
)
|
(1,539
|
)
|
||||||
|
Total OCI
|
$
|
1,102
|
|
$
|
—
|
|
$
|
1,102
|
|
|||
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Year ended December 31, 2015
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
(5,169
|
)
|
$
|
6,426
|
|
$
|
1,257
|
|
|||
|
Designated derivatives, fair value adjustments
|
6,982
|
|
(6,426
|
)
|
556
|
|
||||||
|
Total OCI
|
$
|
1,813
|
|
$
|
—
|
|
$
|
1,813
|
|
|||
|
(In thousands)
|
As originally Reported
|
Adjustment
|
As Revised
|
|||||||||
|
Three months ended March 31, 2016
|
||||||||||||
|
Cumulative translation adjustment
|
$
|
2,996
|
|
$
|
(2,930
|
)
|
$
|
66
|
|
|||
|
Designated derivatives, fair value adjustments
|
(11,316
|
)
|
2,930
|
|
(8,386
|
)
|
||||||
|
Total OCI
|
$
|
(8,320
|
)
|
$
|
—
|
|
$
|
(8,320
|
)
|
|||
11
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Classification correction
During the quarter ended March 31, 2016, the Company identified that one of its bank accounts was legally restricted but had been erroneously classified as cash and cash equivalents rather than as restricted cash in its balance sheets and cash flow statements since 2014 and impacted the quarterly financial statements for the periods ended June 30 and September 30, 2014 and the year ended December 31, 2014. The account had a balance of
$1.7 million
at December 31, 2015. The Company evaluated the impact to all periods and concluded that prior financial statements were not materiality misstated and the impact to the current period financial statements was not material. The Company correctly classified this bank account as restricted cash at March 31, 2016 and reflected a cash out-flow from financing activities for
$1.7 million
during the three months ended March 31, 2016.
Out-of-period adjustments
During the first and second quarters of 2015, the Company had recorded the following out-of period adjustments to correct errors from prior periods: (i) additional rental income and accrued rent of
$0.3 million
related to the straight-line rent effect of correctly including termination payments required under leases with cancellation clauses that were considered probable when assessing the lease term and (ii) additional taxes of
$0.9 million
representing current foreign taxes payable of
$1.2 million
and a deferred tax asset of
$0.3 million
, both relating to 2014. The Company also recorded an out-of-period adjustment in the fourth quarter 2015 to correct an additional error in income taxes of
$0.5 million
relating to 2014 which resulted from errors in estimating its income tax expense. The Company concluded that these adjustments were not material to the financial position or results of operations for the current period or any of the prior periods, accordingly, the Company recorded the related adjustments in the periods they were identified during the year ended December 31, 2015.
In addition, the Company identified errors in accounting for certain cross currency derivatives that were no longer designated as hedges subsequent to their restructuring on February 4, 2015 (see
Note 7
— Derivatives and Hedging Activities). Gains that should have been included in net income (loss) were instead included in other comprehensive income (loss) of approximately
$0.5 million
during the three month period ended March 31, 2015. The Company has concluded that this adjustment is not material to the financial position or results of operations for the prior periods. The Company recorded the related adjustment in the period it was identified during the year ended December 31, 2015.
Listing Note
Concurrent with the Listing, the Company, as the general partner of the OP, caused the OP, subject to the terms of the Second Amended and Restated Limited Partnership Agreement, to issue a note (the "Listing Note") to the Special Limited Partner, to evidence the OP’s obligation to distribute to the Special Limited Partner an aggregate amount (the "Listing Amount") equal to
15.0%
of the difference (to the extent the result is a positive number) between:
|
•
|
the sum of (i) the "market value" (as defined in the Listing Note) of all of the Company’s outstanding shares of Common Stock plus (ii) the sum of all distributions or dividends (from any source) paid by the Company to its stockholders prior to the Listing; and
|
|
•
|
the sum of (i) the total amount raised in the Company’s IPO and its DRIP prior to the Listing ("Gross Proceeds") plus (ii) the total amount of cash that, if distributed to those stockholders who purchased shares in the IPO and under the DRIP, would have provided those stockholders a
6.0%
cumulative, non-compounded, pre-tax annual return (based on a
365
-day year) on the Gross Proceeds.
|
The market value used to calculate the Listing Amount was not determinable until January 2016, which was the end of a measurement period of
30
consecutive trading days, that commenced on the
180th
calendar day following the Listing. The Special Limited Partner had the right to receive distributions of Net Sales Proceeds, as defined in the Listing Note, until the Listing Note is paid in full; provided that, the Special Limited Partner had the right, but not the obligation, to convert the entire special limited partner interest into OP Units. Those OP Units would be convertible for the cash value of a corresponding number of shares of Common Stock or, at the Company's option, a corresponding number of shares of Common Stock in accordance with the terms contained in the Second Amended and Restated Limited Partnership Agreement.
Until the amount of the Listing Note was determined, the Listing Note was considered a liability which was marked to fair value at each reporting date, with changes in the fair value recorded in the consolidated statements of operations. . The final value of the Listing Note on the maturity at January 2016 was determined to be
zero
.
Multi-Year Outperformance Agreement
Concurrent with the Listing and modifications to the Advisor agreement, the Company entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor (see
Note 12
—
Share-Based Compensation). The Company
12
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
records equity based compensation expense associated with the awards over the requisite service period of
five years
. The cumulative equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance.
Recently Issued Accounting Pronouncements
Adopted:
In February 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-02
Consolidation (Topic 810) - Amendments to the Consolidation Analysis
. The new guidance applies to entities in all industries and provides a new scope exception to registered money market funds and similar unregistered money market funds. It makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance. The standard does not add or remove any of the characteristics that determine if an entity is a VIE. However, when decision-making over the entity’s most significant activities has been outsourced, the standard changes how a reporting entity assesses if the equity holders at risk lack decision making rights. Previously, the reporting entity would be required to determine if there is a single equity holder that is able to remove the outsourced decision maker that has a variable interest. The new standard requires that the reporting entity first consider the rights of all of the equity holders at risk. If the equity holders have certain rights that are deemed to give them the power to direct the entity’s most significant activities, then the entity does not have this VIE characteristic. The new standard also introduces a separate analysis specific to limited partnerships and similar entities for assessing if the equity holders at risk lack decision making rights. Limited partnerships and similar entities will be VIEs unless the limited partners hold substantive kick-out rights or participating rights. In order for such rights to be substantive, they must be exercisable by a simple majority vote (or less) of all of the partners (exclusive of the general partner and its related parties). A right to liquidate an entity is viewed as akin to a kick-out right. The guidance for limited partnerships under the voting model has been eliminated in conjunction with the introduction of this separate analysis, including the rebuttable presumption that a general partner unilaterally controls a limited partnership and should therefore consolidate it. A limited partner with a controlling financial interest obtained through substantive kick out rights would consolidate a limited partnership. The standard eliminates certain of the criteria that must be met for an outsourced decision maker or service provider’s fee arrangement to not be a variable interest. Under current guidance, a reporting entity first assesses whether it meets power and economics tests based solely on its own variable interests in the entity to determine if it is the primary beneficiary required to consolidate the VIE. Under the new standard, a reporting entity that meets the power test will also include indirect interests held through related parties on a proportionate basis to determine whether it meets the economics test and is the primary beneficiary on a standalone basis. The standard is effective for annual periods beginning after December 15, 2015. We have evaluated the impact of the adoption of ASU 2015-02 on the Company's consolidated financial position and have determined under ASU 2015-02 the Company's operating ownership is considered a VIE. However, the Company meets the disclosure exemption criteria as the Company is the primary beneficiary of the VIE and the OP's interest is considered a majority voting interest. As such, this standard will not have a material impact on the Company's consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03
Interest-Imputation of Interest (Subtopic 835-30).
The guidance changes the presentation of debt issuance costs on the balance sheet. The amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB added that, for line of credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line, regardless of whether or not there are any outstanding borrowings. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016. As a result, the Company reclassified
$7.4 million
of deferred debt issuance costs related to the Company's mortgage notes payable from deferred costs, net to mortgage notes payable in the Company's consolidated balance sheets as of
December 31, 2015
. As permitted under the revised guidance, the Company elected to not reclassify the deferred debt issuance costs associated with its Credit Facility (as defined in
Note 4
— Revolving Credit Facility). The deferred debt issuance costs associated with the Credit Facility, net of accumulated amortization, and deferred leasing costs, net of accumulated amortization, are included in deferred costs, net on the Company's accompanying consolidated balance sheets as of
June 30, 2016
and
December 31, 2015
.
In August 2015, FASB issued ASU 2015-15,
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which amends ASC 835-30, Interest - Imputation of Interest
. This update clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the revolving debt arrangement. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company has adopted the provisions of this guidance effective January 1, 2016, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.
13
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
In September 2015, the FASB issued ASU 2015-16,
Business Combination (Topic 805)
. The guidance eliminates the requirement to adjust provisional amounts from a business combination and the related impact on earnings by restating prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of measurement period adjustments on current and prior periods, including the prior period impact on depreciation, amortization and other income statement items and their related tax effects, shall be recognized in the period the adjustment amount is determined. The cumulative adjustment would be reflected within the respective financial statement line items affected. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company has adopted the provisions of this guidance effective January 1, 2016, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows.
Pending Adoption:
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
. Under the revised guidance, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised guidance allows entities to apply either a full retrospective or modified retrospective transition method upon adoption. In July 2015, the FASB finalized a one-year delay of the revised guidance, although entities will be allowed to early adopt the guidance as of the original effective date. The new guidance will be effective in the Company's 2018 fiscal year. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard.
In January 2016, the FASB issued ASU 2016-01
Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10).
The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The revised guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for most of the amendments in the update. The Company is currently evaluating the impact of this new guidance.
In February 2016, the FASB issued ASU 2016-02
Leases
(ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. ASC 842 supersedes the previous leases standard, ASC 840
Leases.
The standard is effective on January 1, 2019, with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance.
In March 2016, the FASB issued ASU 2016-05
Derivatives and Hedging (Topic 815)
,
Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships
. Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance.
In March 2016, the FASB issued ASU 2016-08
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).
The guidance requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. This guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.
14
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
In March 2016, the FASB issued an update on ASU 2016-09
Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.
The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance.
In April 2016, the FASB issued ASU 2016-10
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing
. The amendments in this update do not change the core principle of the guidance in
Topic 606
but rather, clarify aspects of identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendment is effective on the same date as ASU 2014-09, which is not yet effective. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard.
In May 2016, the FASB issued ASU 2016-12
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients
. The amendments provide clarifying guidance in a few narrow areas and add some practical expedients to the guidance. The amendments are expected to reduce the degree of judgment necessary to comply with
Topic 606
, which the FASB expects will reduce the potential for diversity arising in practice and reduce the cost and complexity of applying the guidance. The amendment is effective on the same date as ASU 2014-09, which is not yet effective. The Company is currently evaluating the impact of the revised guidance on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard.
The following table reflects the number and related base purchase prices of properties acquired as of
December 31, 2015
and during the
six months ended
June 30, 2016
:
|
Number of Properties
|
Base Purchase Price
(1)
|
|||||
|
(In thousands)
|
||||||
|
As of December 31, 2015
|
329
|
$
|
2,633,562
|
|
||
|
Six Months Ended June 30, 2016
|
—
|
—
|
|
|||
|
Portfolio as of June 30, 2016
|
329
|
$
|
2,633,562
|
|
||
________________________________________________
|
(1)
|
Contract purchase price, excluding acquisition related costs, based on the exchange rate at the date of purchase, where applicable.
|
The following table presents the allocation of the assets acquired and liabilities assumed during the
six months ended
June 30, 2015
based on contract purchase price, excluding acquisition related costs, based on the exchange rate at the time of purchase. There were no acquisitions during the
six months ended
June 30, 2016
.
|
(Dollar amounts in thousands)
|
June 30, 2015
|
|||
|
Real estate investments, at cost:
|
||||
|
Land
|
$
|
6,867
|
|
|
|
Buildings, fixtures and improvements
|
31,635
|
|
||
|
Total tangible assets
|
38,502
|
|
||
|
Intangibles acquired:
|
||||
|
In-place leases
|
8,571
|
|
||
|
Above market lease assets
|
166
|
|
||
|
Below market lease liabilities
|
(632
|
)
|
||
|
Below market ground lease assets
|
577
|
|
||
|
Total assets acquired, net
|
47,184
|
|
||
|
Cash paid for acquired real estate investments
|
$
|
47,184
|
|
|
|
Number of properties purchased
|
4
|
|
||
15
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
The following table presents unaudited pro forma information as if acquisitions completed during the
three and six months ended
June 30, 2015
had been consummated on
January 1, 2015
.
|
(In thousands, except per share data)
|
Three Months Ended June 30, 2015
|
Six Months Ended June 30, 2015
|
||||||
|
Pro forma revenues
|
$
|
50,102
|
|
$
|
100,752
|
|
||
|
Pro forma net loss
|
$
|
(44,577
|
)
|
$
|
(17,306
|
)
|
||
|
Pro forma basic and diluted net loss per share
|
$
|
(0.25
|
)
|
$
|
(0.10
|
)
|
||
The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of
June 30, 2016
. These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indices among other items.
|
(In thousands)
|
Future Minimum
Base Rent Payments
(1)
|
|||
|
2016 (remainder)
|
$
|
96,801
|
|
|
|
2017
|
196,511
|
|
||
|
2018
|
198,978
|
|
||
|
2019
|
201,396
|
|
||
|
2020
|
203,516
|
|
||
|
2021
|
201,556
|
|
||
|
Thereafter
|
925,205
|
|
||
|
|
$
|
2,023,963
|
|
|
___________________________________________
|
(1)
|
Based on the exchange rate as of
June 30, 2016
.
|
There were no tenants whose annualized rental income on a straight-line basis represented
10.0%
or greater of consolidated annualized rental income on a straight-line basis for all portfolio properties as of
June 30, 2016
and
2015
.
The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented greater than
10.0%
of consolidated annualized rental income on a straight-line basis as of
June 30, 2016
and
2015
.
|
Three Months Ended June 30,
|
||||
|
Country
|
2016
|
2015
|
||
|
United Kingdom
|
17.6%
|
22.0%
|
||
|
United States:
|
||||
|
Texas
|
11.6%
|
11.6%
|
||
The Company did not own properties in any other countries and states that in total represented
10.0%
or greater of consolidated annualized rental income on a straight-line basis as of
June 30, 2016
and
2015
.
16
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
On July 25, 2013, the Company, through the OP, entered into a credit facility (the "Credit Facility") that provided for aggregate revolving loan borrowings of up to
$50.0 million
(subject to borrowing base availability). The Credit Facility has been amended at various times, and maximum borrowings have increased to
$740.0 million
, with the most recent increase being on August 24, 2015. The Company had
$673.7 million
(including
£155.2 million
and
€288.4 million
) and
$717.3 million
(including
£160.2 million
and
€288.4 million
) outstanding under the Credit Facility as of
June 30, 2016
and
December 31, 2015
, respectively.
Availability of borrowings is based on a pool of eligible unencumbered real estate assets. On
July 25, 2016
, the Company extended the maturity date of the Credit Facility to
July 25, 2017
, with an additional
one
-year extension option remaining, for an extension fee of
$1.5 million
, subject to certain conditions.
The Company has the option, based upon its consolidated leverage ratio, to have draws under the facility priced at either the Alternate Base Rate (as described below) plus
0.60%
to
1.20%
or at Adjusted LIBOR plus
1.60%
to
2.20%
. The Alternate Base Rate is defined in the Credit Facility as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus
half
of
1%
and (c) the Adjusted LIBOR for a one-month interest period on such day plus
1%
. Adjusted LIBOR refers to LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. The Credit Facility agreement requires the Company to pay an unused fee per annum of
0.25%
if the unused balance of the Credit Facility exceeds or is equal to
50%
of the available facility or a fee per annum of
0.15%
if the unused balance of the Credit Facility is less than
50%
of the available facility. As of
June 30, 2016
, the Credit Facility reflected variable and fixed rate borrowings with a carrying value and fair value of
$673.7 million
, and a weighted average effective interest rate of
2.3%
after giving effect to interest rate swaps in place. The unused borrowing capacity under the Credit Facility as of
June 30, 2016
and
December 31, 2015
was
$66.3 million
and
$22.7 million
, respectively.
The Credit Facility agreement provides for quarterly interest payments for each Alternate Base Rate loan and periodic payments for each Adjusted LIBOR loan, based upon the applicable LIBOR loan period, with all principal outstanding being due on the extended maturity date in July 2017. The Credit Facility agreement may be prepaid at any time, in whole or in part, without premium or penalty, subject to prior notice to the lender. In the event of a default, the lender has the right to terminate their obligations under the Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Credit Facility requires the Company to meet certain financial covenants, including the maintenance of certain financial ratios (such as specified debt to equity and debt service coverage ratios) as well as the maintenance of a minimum net worth. As of
June 30, 2016
, the Company was in compliance with the financial covenants under the Credit Facility.
On June 28, 2016, the Company partially paid down the Credit Facility in the amount of
$6.7 million
(
£5.0 million
based upon an exchange rate of
£1.00
to
$1.33
) funded with available cash on hand.
The total gross carrying value of unencumbered assets as of
June 30, 2016
was
$1.3 billion
.
A portion of foreign currency draws under the Credit Facility are designated as net investment hedges of the Company's investments during the periods reflected in the consolidated statements of operations (see
Note 7
— Derivatives and Hedging Activities for further discussion).
17
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Mortgage notes payable as of
June 30, 2016
and
December 31, 2015
consisted of the following:
|
Encumbered Properties
|
Outstanding Loan Amount
(1)
|
Effective Interest Rate
|
Interest Rate
|
|||||||||||||||
|
Country
|
Portfolio
|
June 30, 2016
|
December 31, 2015
|
Maturity
|
||||||||||||||
|
(In thousands)
|
(In thousands)
|
|||||||||||||||||
|
Finland:
|
Finnair
|
4
|
$
|
31,538
|
|
$
|
30,976
|
|
2.2%
|
(2)
|
Fixed
|
Sep. 2020
|
||||||
|
Tokmanni
|
1
|
32,177
|
|
31,603
|
|
2.4%
|
(2)
|
Fixed
|
Oct. 2020
|
|||||||||
|
Germany:
|
Rheinmetall
|
1
|
11,771
|
|
11,561
|
|
2.6%
|
(2)
|
Fixed
|
Jan. 2019
|
||||||||
|
OBI DIY
|
1
|
4,997
|
|
4,908
|
|
2.4%
|
Fixed
|
Jan. 2019
|
||||||||||
|
RWE AG
|
3
|
69,406
|
|
68,169
|
|
1.6%
|
(2)
|
Fixed
|
Oct. 2019
|
|||||||||
|
Rexam
|
1
|
5,841
|
|
5,737
|
|
1.8%
|
(2)
|
Fixed
|
Oct. 2019
|
|||||||||
|
Metro Tonic
|
1
|
29,428
|
|
28,904
|
|
1.7%
|
(2)
|
Fixed
|
Dec. 2019
|
|||||||||
|
Total EUR denominated
|
12
|
185,158
|
|
181,858
|
|
|||||||||||||
|
United Kingdom:
|
McDonald's
|
1
|
1,018
|
|
1,125
|
|
4.1%
|
(2)
|
Fixed
|
Oct. 2017
|
||||||||
|
Wickes Building Supplies I
|
1
|
2,607
|
|
2,882
|
|
3.7%
|
(2)
|
Fixed
|
May 2018
|
|||||||||
|
Everything Everywhere
|
1
|
5,357
|
|
5,922
|
|
4.0%
|
(2)
|
Fixed
|
Jun. 2018
|
|||||||||
|
Thames Water
|
1
|
8,035
|
|
8,882
|
|
4.1%
|
(2)
|
Fixed
|
Jul. 2018
|
|||||||||
|
Wickes Building Supplies II
|
1
|
2,210
|
|
2,443
|
|
4.2%
|
(2)
|
Fixed
|
Jul. 2018
|
|||||||||
|
Northern Rock
|
2
|
7,031
|
|
7,772
|
|
4.5%
|
(2)
|
Fixed
|
Sep. 2018
|
|||||||||
|
Wickes Building Supplies III
|
1
|
2,544
|
|
2,813
|
|
4.4%
|
(2)
|
Fixed
|
Nov. 2018
|
|||||||||
|
Provident Financial
|
1
|
17,075
|
|
18,875
|
|
4.1%
|
(2)
|
Fixed
|
Feb. 2019
|
|||||||||
|
Crown Crest
|
1
|
25,780
|
|
28,498
|
|
4.3%
|
(2)
|
Fixed
|
Feb. 2019
|
|||||||||
|
Aviva
|
1
|
21,025
|
|
23,242
|
|
3.8%
|
(2)
|
Fixed
|
Mar. 2019
|
|||||||||
|
Bradford & Bingley
|
1
|
10,124
|
|
11,192
|
|
3.5%
|
(2)
|
Fixed
|
May 2020
|
|||||||||
|
Intier Automotive Interiors
|
1
|
6,328
|
|
6,995
|
|
3.5%
|
(2)
|
Fixed
|
May 2020
|
|||||||||
|
Capgemini
|
1
|
7,366
|
|
8,142
|
|
3.2%
|
(2)
|
Fixed
|
Jun. 2020
|
|||||||||
|
Fujitisu
|
3
|
33,182
|
|
36,684
|
|
3.2%
|
(2)
|
Fixed
|
Jun. 2020
|
|||||||||
|
Amcor Packaging
|
7
|
4,186
|
|
4,628
|
|
3.6%
|
(2)
|
Fixed
|
Jul. 2020
|
|||||||||
|
Fife Council
|
1
|
2,456
|
|
2,715
|
|
3.6%
|
(2)
|
Fixed
|
Jul. 2020
|
|||||||||
|
Malthrust
|
3
|
4,285
|
|
4,737
|
|
3.6%
|
(2)
|
Fixed
|
Jul. 2020
|
|||||||||
|
Talk Talk
|
1
|
5,122
|
|
5,663
|
|
3.6%
|
(2)
|
Fixed
|
Jul. 2020
|
|||||||||
|
HBOS
|
3
|
7,218
|
|
7,979
|
|
3.6%
|
(2)
|
Fixed
|
Jul. 2020
|
|||||||||
|
DFS Trading
|
5
|
13,579
|
|
15,010
|
|
3.4%
|
(2)
|
Fixed
|
Aug. 2020
|
|||||||||
|
DFS Trading
|
2
|
3,179
|
|
3,514
|
|
3.4%
|
(2)
|
Fixed
|
Aug. 2020
|
|||||||||
|
HP Enterprise Services
|
1
|
12,437
|
|
13,748
|
|
3.4%
|
(2)
|
Fixed
|
Aug. 2020
|
|||||||||
|
Total GBP denominated
|
40
|
202,144
|
|
223,461
|
|
|||||||||||||
|
United States:
|
Quest Diagnostics
|
1
|
52,800
|
|
52,800
|
|
2.5%
|
(3)
|
Variable
|
Sep. 2018
|
||||||||
|
Western Digital
|
1
|
17,834
|
|
17,982
|
|
5.3%
|
Fixed
|
Jul. 2021
|
||||||||||
|
AT&T Services
|
1
|
33,550
|
|
33,550
|
|
2.5%
|
(4)
|
Variable
|
Dec. 2020
|
|||||||||
|
Puerto Rico:
|
Encanto Restaurants
|
18
|
21,832
|
|
22,057
|
|
6.3%
|
Fixed
|
Jun. 2017
|
|||||||||
|
Total USD denominated
|
21
|
126,016
|
|
126,389
|
|
|||||||||||||
|
Gross mortgage notes payable
|
73
|
513,318
|
|
531,708
|
|
3.0%
|
||||||||||||
|
Deferred financing costs, net of accumulated amortization
|
—
|
(6,243
|
)
|
(7,446
|
)
|
—%
|
||||||||||||
|
Mortgage notes payable, net of deferred financing costs
|
73
|
$
|
507,075
|
|
$
|
524,262
|
|
3.0%
|
||||||||||
_______________________________
|
(1)
|
Amounts borrowed in local currency and translated at the spot rate as of the respective measurement date.
|
|
(2)
|
Fixed as a result of an interest rate swap agreement.
|
|
(3)
|
The interest rate is
2.0%
plus 1-month LIBOR.
|
|
(4)
|
The interest rate is
2.0%
plus 1-month Adjusted LIBOR as defined in the mortgage agreement.
|
18
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
The following table presents future scheduled aggregate principal payments on the gross mortgage notes payable over the next five calendar years and thereafter as of
June 30, 2016
:
|
(In thousands)
|
Future Principal Payments
(1)
|
|||
|
2016 (remainder)
|
$
|
385
|
|
|
|
2017
|
22,936
|
|
||
|
2018
|
80,920
|
|
||
|
2019
|
185,679
|
|
||
|
2020
|
207,098
|
|
||
|
2021
|
16,300
|
|
||
|
Thereafter
|
—
|
|
||
|
Total
|
$
|
513,318
|
|
|
|
(1)
|
Based on the exchange rate as of
June 30, 2016
.
|
The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of
June 30, 2016
, the Company was in compliance with financial covenants under its mortgage notes payable agreements.
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1
— Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2
— Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3
— Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of
June 30, 2016
and
December 31, 2015
, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties.
19
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Financial Instruments Measured at Fair Value on a Recurring Basis
The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of
June 30, 2016
and
December 31, 2015
, aggregated by the level in the fair value hierarchy within which those instruments fall.
|
(In thousands)
|
Quoted Prices in Active Markets
Level 1
|
Significant Other Observable Inputs
Level 2
|
Significant Unobservable Inputs
Level 3
|
Total
|
||||||||||||
|
June 30, 2016
|
||||||||||||||||
|
Cross currency swaps, net (GBP & EUR)
|
$
|
—
|
|
$
|
2,555
|
|
$
|
—
|
|
$
|
2,555
|
|
||||
|
Foreign currency forwards, net (GBP & EUR)
|
$
|
—
|
|
$
|
4,004
|
|
$
|
—
|
|
$
|
4,004
|
|
||||
|
Interest rate swaps, net (GBP & EUR)
|
$
|
—
|
|
$
|
(17,245
|
)
|
$
|
—
|
|
$
|
(17,245
|
)
|
||||
|
OPP (see
Note 12
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(11,000
|
)
|
$
|
(11,000
|
)
|
||||
|
December 31, 2015
|
||||||||||||||||
|
Cross currency swaps, net (GBP & EUR)
|
$
|
—
|
|
$
|
3,042
|
|
$
|
—
|
|
$
|
3,042
|
|
||||
|
Foreign currency forwards, net (GBP & EUR)
|
$
|
—
|
|
$
|
2,203
|
|
$
|
—
|
|
$
|
2,203
|
|
||||
|
Interest rate swaps, net (GBP & EUR)
|
$
|
—
|
|
$
|
(5,461
|
)
|
$
|
—
|
|
$
|
(5,461
|
)
|
||||
|
OPP (see
Note 12
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(14,300
|
)
|
$
|
(14,300
|
)
|
||||
The valuation of the OPP is determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the OPP, including the performance periods and total return hurdles, as well as observable market-based inputs, including interest rate curves, and unobservable inputs, such as expected volatility. As a result, the Company has determined that its OPP valuation in its entirety is classified in Level 3 of the fair value hierarchy.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the
six months ended
June 30, 2016
.
Level 3 Valuations
The following is a reconciliation of the beginning and ending balance for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the
six months ended
June 30, 2016
:
|
(In thousands)
|
OPP
|
|||
|
Beginning balance as of December 31, 2015
|
$
|
14,300
|
|
|
|
Fair value adjustment
|
(3,300
|
)
|
||
|
Ending balance as of June 30, 2016
|
$
|
11,000
|
|
|
The following table provides quantitative information about the significant Level 3 input used:
|
Financial Instrument
|
Fair Value at June 30, 2016
|
Principal Valuation Technique
|
Unobservable Inputs
|
Input Value
|
||||||
|
(In thousands)
|
||||||||||
|
OPP
|
$
|
11,000
|
|
Monte Carlo Simulation
|
Expected volatility
|
23.0%
|
||||
The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation. For the relationship described below, the inverse relationship would also generally apply.
Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument.
20
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Financial Instruments not Measured at Fair Value on a Recurring Basis
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate value. The fair value of short-term financial instruments such as cash and cash equivalents, due to/from related parties, accounts payable and dividends payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below.
|
|
Carrying Amount
(1)
|
Fair Value
|
Carrying Amount
(2)
|
Fair Value
|
||||||||||||||
|
(In thousands)
|
Level
|
June 30,
2016 |
June 30,
2016 |
December 31,
2015 |
December 31,
2015 |
|||||||||||||
|
Mortgage notes payable
(1) (2)
|
3
|
$
|
513,754
|
|
$
|
505,768
|
|
$
|
532,384
|
|
$
|
534,041
|
|
|||||
|
Credit Facility
|
3
|
$
|
673,674
|
|
$
|
673,674
|
|
$
|
717,286
|
|
$
|
717,286
|
|
|||||
__________________________________________________________
|
(1)
|
Carrying value includes
$513.3 million
gross mortgage notes payable and
$0.4 million
mortgage premiums, net as of
June 30, 2016
.
|
|
(2)
|
Carrying value includes
$531.7 million
gross mortgage notes payable and
$0.7 million
mortgage premiums, net as of
December 31, 2015
.
|
The fair value of the gross mortgage notes payable is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. On
July 25, 2016
, the Company extended the maturity date of the Credit Facility to
July 25, 2017
with an additional
one
-year extension option remaining, subject to certain conditions. Advances under the Credit Facility are considered to be reported at fair value due to the short-term nature of the maturity.
21
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Risk Management Objective
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. Certain foreign investments expose the Company to fluctuations in foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar ("USD").
The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate and currency risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any such counterparties will fail to meet their obligations.
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of
June 30, 2016
and
December 31, 2015
:
|
(In thousands)
|
Balance Sheet Location
|
June 30, 2016
|
December 31, 2015
|
|||||||
|
Derivatives designated as hedging instruments:
|
||||||||||
|
Interest rate swaps (GBP)
|
Derivatives assets, at fair value
|
$
|
—
|
|
$
|
567
|
|
|||
|
Interest rate swaps (GBP)
|
Derivatives liabilities, at fair value
|
(11,443
|
)
|
(3,313
|
)
|
|||||
|
Interest rate swaps (EUR)
|
Derivatives liabilities, at fair value
|
(4,942
|
)
|
(2,715
|
)
|
|||||
|
Total
|
$
|
(16,385
|
)
|
$
|
(5,461
|
)
|
||||
|
Derivatives not designated as hedging instruments:
|
||||||||||
|
Foreign currency forwards (EUR-USD)
|
Derivative assets, at fair value
|
$
|
1,014
|
|
$
|
1,113
|
|
|||
|
Foreign currency forwards (GBP-USD)
|
Derivative assets, at fair value
|
2,990
|
|
1,090
|
|
|||||
|
Interest rate swaps (EUR)
|
Derivatives liabilities, at fair value
|
(860
|
)
|
—
|
|
|||||
|
Cross currency swaps (GBP)
|
Derivative assets, at fair value
|
948
|
|
509
|
|
|||||
|
Cross currency swaps (EUR)
|
Derivative assets, at fair value
|
1,607
|
|
2,533
|
|
|||||
|
Total
|
$
|
5,699
|
|
$
|
5,245
|
|
||||
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of
June 30, 2016
and
December 31, 2015
. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets.
|
Gross Amounts Not Offset on the Balance Sheet
|
||||||||||||||||||||||||||||
|
(In thousands)
|
Gross Amounts of Recognized Assets
|
Gross Amounts of Recognized (Liabilities)
|
Gross Amounts Offset on the Balance Sheet
|
Net Amounts of Assets (Liabilities) presented on the Balance Sheet
|
Financial Instruments
|
Cash Collateral Received (Posted)
|
Net Amount
|
|||||||||||||||||||||
|
June 30, 2016
|
$
|
6,559
|
|
$
|
(17,245
|
)
|
$
|
—
|
|
$
|
(10,686
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(10,686
|
)
|
|||||||
|
December 31, 2015
|
$
|
5,812
|
|
$
|
(6,028
|
)
|
$
|
—
|
|
$
|
(216
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(216
|
)
|
|||||||
In addition to the above derivative arrangements, the Company also uses non-derivative financial instruments to hedge its exposure to foreign currency exchange rate fluctuations as part of its risk management program, including foreign denominated debt issued and outstanding with third parties to protect the value of its net investments in foreign subsidiaries against exchange rate fluctuations. The Company draws foreign currency advances under its Credit Facility to fund certain investments in the respective local currency which creates a natural hedge against the original equity invested in the real estate investments, removing
22
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
the need for the final cross currency swaps (See
Note 4
— Revolving Credit Facility). As further discussed below, in conjunction with the restructuring of the cross currency swaps on
February 4, 2015
, foreign currency advances of
€110.5 million
and
£68.5 million
were drawn under the Company’s Credit Facility. The Company separately designated each foreign currency draw as a net investment hedge under ASC 815. Effective May 17, 2015, the Company modified the hedging relationship and designated all current and future foreign currency draws as net investment hedges.
Interest Rate Swaps
The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
As of
June 30, 2016
and
December 31, 2015
, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk:
|
June 30, 2016
|
December 31, 2015
|
|||||||||||
|
Derivatives
|
Number of
Instruments
|
Notional Amount
|
Number of
Instruments
|
Notional Amount
|
||||||||
|
(In thousands)
|
(In thousands)
|
|||||||||||
|
Interest rate swaps (GBP)
|
27
|
$
|
631,357
|
|
27
|
$
|
697,925
|
|
||||
|
Interest rate swaps (EUR)
|
14
|
536,202
|
|
16
|
561,282
|
|
||||||
|
Total
|
41
|
$
|
1,167,559
|
|
43
|
$
|
1,259,207
|
|
||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. During
2016
, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the
three and six months ended
June 30, 2016
, the Company recorded losses of
$0.5 million
and
$0.5 million
of ineffectiveness in earnings, respectively. During the
three and six months ended
June 30, 2015
, the Company recorded losses of
$0.1 million
and
$0.1 million
of ineffectiveness in earnings, respectively.
Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next
12 months
, the Company estimates that an additional
$5.9 million
will be reclassified from other comprehensive income (loss) as an increase to interest expense.
The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the
three and six months ended
June 30, 2016
and
2015
.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
(In thousands)
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
|
Amount of (loss) gain recognized in accumulated other comprehensive income (loss)
from derivatives (effective portion)
|
$
|
(5,071
|
)
|
$
|
1,694
|
|
$
|
(14,661
|
)
|
$
|
13,209
|
|
||||
|
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion)
|
$
|
(1,333
|
)
|
$
|
(906
|
)
|
$
|
(2,591
|
)
|
$
|
(1,727
|
)
|
||||
|
Amount of loss recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)
|
$
|
(461
|
)
|
$
|
(62
|
)
|
$
|
(492
|
)
|
$
|
(65
|
)
|
||||
23
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Cross Currency Swaps Previously Designated as Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and hold debt instruments in currencies other than its functional currency, the USD. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable exchange rate for delivery of a specified amount of foreign currency on specified dates.
On
February 4, 2015
, the Company restructured its cross currency swaps and replaced its initial US dollar equity funding in certain foreign real estate investments with foreign currency debt. As part of the restructuring, foreign currency advances of
€110.5 million
and
£68.5 million
were drawn under the Company’s Credit Facility which created a natural hedge against the original equity invested in the real estate investments, thus removing the need for the final equity notional component of the cross currency swaps. The cross currency swaps had been designated as net investment hedges through the date of the restructure. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The restructuring and settlement of the cross currency swaps resulted in a gain of approximately
$19.0 million
, with
$10.1 million
in proceeds received and
$8.9 million
retained by the bank as a reduction of outstanding Credit Facility balance as of
June 30, 2015
. The gain will remain in the cumulative translation adjustment (CTA) until such time as the net investments are sold or substantially liquidated in accordance with ASC 830. Following the restructuring noted above, these cross currency swaps no longer qualified for net investment hedge accounting treatment and as such, subsequent to February 5, 2015, all changes in fair value are recognized in earnings.
Foreign Denominated Debt Designated as Net Investment Hedges
Effective
May 17, 2015
, all foreign currency draws under the Credit Facility were designated as net investment hedges. As such, the effective portion of changes in value due to currency fluctuations are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The undesignated portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated, or if the Company should no longer possess a controlling interest.
As of
June 30, 2016
, total foreign currency advances under the Credit Facility were approximately
$528.2 million
, which reflects advances of
£155.2 million
(
$207.9 million
based upon an exchange rate of
£1.00
to
$1.34
, as of
June 30, 2016
) and advances of
€288.4 million
(
$320.3 million
based upon an exchange rate of
€1.00
to
$1.11
, as of
June 30, 2016
).
24
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Prior to
May 16, 2015
, foreign currency advances, which were comprised of
$92.1 million
of Pound Sterling ("GBP") draws (based upon an exchange rate of
$1.58
to
£1.00
, as of
May 16, 2015
) and
$126.0 million
of Euro ("EUR") draws (based upon an exchange rate of
$1.14
to
€1.00
, as of
May 16, 2015
) were not designated as net investment hedges and, accordingly, the changes in value through
May 16, 2015
due to currency fluctuations were reflected in earnings. As a result, the Company recorded remeasurement losses on the foreign denominated draws of
$11.8 million
and
$2.9 million
for the
three and six months ended
June 30, 2015
, respectively. As of
June 30, 2016
, total outstanding draws under the Credit Facility denominated in foreign currency was
$528.2 million
, and total net investments in real estate denominated in foreign currency was
$440.2 million
, this resulted in an undesignated excess position of
$88.0 million
(comprised of
£36.5 million
and
€35.2 million
draws). The Company recorded
gains
of
$4.3 million
and
$4.2 million
for the
three and six months ended
June 30, 2016
, respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. The Company recorded
losses
of
$0.5 million
and
gains
of
$0.9 million
for the
three and six months ended
June 30, 2015
, respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. For the portion of foreign draws now designated as net investment hedges there were
no
additional remeasurement gains (losses) for the
quarter ended
June 30, 2016
.
Non-designated Derivatives
The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the GBP and the EUR. The Company uses foreign currency derivatives including currency forward and cross currency swap agreements to manage its exposure to fluctuations in GBP-USD and EUR-USD exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging relationships are recorded directly in net income (loss). During the third quarter 2015, the Company identified errors in accounting for the cross currency derivatives that were no longer designated as hedges subsequent to their restructuring on
February 4, 2015
which resulted in the Company recording additional gain on derivative investments of
$0.5 million
during the
three and six months ended
June 30, 2015
(see
Note 2
— Summary of Significant Accounting Policies). The Company recorded total
gains
of
$3.8 million
and
$3.5 million
on the non-designated hedges for the
three and six months ended
June 30, 2016
, respectively. The Company recorded total
losses
of
$3.7 million
and gains of
$0.5 million
on the non-designated hedges for the
three and six months ended
June 30, 2015
, respectively.
As of
June 30, 2016
and
December 31, 2015
, the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships.
|
June 30, 2016
|
December 31, 2015
|
|||||||||||
|
Derivatives
|
Number of
Instruments
|
Notional Amount
|
Number of
Instruments
|
Notional Amount
|
||||||||
|
(In thousands)
|
(In thousands)
|
|||||||||||
|
Foreign currency forwards (GBP - USD)
|
33
|
$
|
20,610
|
|
40
|
$
|
6,628
|
|
||||
|
Foreign currency forwards (EUR - USD)
|
19
|
29,859
|
|
15
|
6,139
|
|
||||||
|
Cross currency swaps (GBP - USD)
|
7
|
66,978
|
|
9
|
82,843
|
|
||||||
|
Cross currency swaps (EUR - USD)
|
5
|
101,660
|
|
5
|
99,847
|
|
||||||
|
Interest rate swaps (EUR)
|
2
|
35,269
|
|
—
|
—
|
|
||||||
|
Total
|
66
|
$
|
254,376
|
|
69
|
$
|
195,457
|
|
||||
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.
As of
June 30, 2016
, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was
$18.9 million
. As of
June 30, 2016
, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value.
The Company listed its Common Stock on the NYSE under the symbol "GNL" on
June 2, 2015
. As of
June 30, 2016
and
25
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
December 31, 2015
, the Company had
168,977,965
and
168,936,633
, respectively, shares of Common Stock outstanding, including shares issued under the dividend reinvestment plan (the "DRIP"), but not including unvested restricted shares, the OP Units issued to limited partners other than the Company or long-term incentive units issued in accordance with the OPP which are currently, or may be in the future, convertible into shares of Common Stock.
Monthly Dividends and Change to Payment Dates
The Company pays dividends on the 15th day of each month at a rate of
$0.059166667
per share to stockholders of record as of close of business on the 8th day of such month. The Company's board of directors may alter the amounts of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured. For purposes of the presentation of information herein, the Company may refer to distributions by the OP on OP Units, Class B units and LTIP Units as dividends.
Operating Ground Leases
Certain properties acquired are subject to ground leases, which are accounted for as operating leases. The ground leases have varying ending dates, renewal options, and rental rate escalations, with the latest leases extending to April 2105. Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows:
|
(In thousands)
|
Future Ground
Lease Payments
|
|||
|
2016 (remainder)
|
$
|
666
|
|
|
|
2017
|
1,330
|
|
||
|
2018
|
1,330
|
|
||
|
2019
|
1,330
|
|
||
|
2020
|
1,330
|
|
||
|
2021
|
1,330
|
|
||
|
Thereafter
|
41,994
|
|
||
|
Total
|
$
|
49,310
|
|
|
The Company incurred rent expense on ground leases of
$0.3 million
and
$0.6 million
during the
three and six months ended
June 30, 2016
. There was
no
ground rent expense during the
three and six months ended
June 30, 2015
.
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of
June 30, 2016
, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations.
As of
June 30, 2016
and
December 31, 2015
, the Sponsor, the Special Limited Partner and a subsidiary of the Service Provider owned, in the aggregate,
244,444
shares of the Company's outstanding Common Stock. The Advisor, the Service Provider, and their affiliates may incur costs and fees on behalf of the Company. As of
June 30, 2016
and
December 31, 2015
, the Company had
$16,000
and
$0.1 million
of receivable from related parties entities and
$0.7 million
and
$0.4 million
of payable to related parties, respectively.
The Company is the sole general partner of the OP and holds the majority of OP Units. As of
June 30, 2016
, the Advisor held a total of
1,461,753
OP Units, the Service Provider held a total of
347,903
OP Units and the Special Limited Partner, a limited partner, held
22
OP Units.
26
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
On
June 2, 2015
, the Advisor and the Service Provider exchanged
1,726,323
previously-issued Class B units for
1,726,323
OP Units pursuant to the OP Agreement. These OP Units are exchangeable for shares of Common Stock of the Company on a one-for-one basis, or the cash value of shares of Common Stock (at the option of the Company),
12 months
from the Listing Date subject to the terms of the limited partnership agreement of the OP. The Advisor and the OP also entered into a Contribution and Exchange Agreement pursuant to which the Advisor contributed
$0.8 million
in cash to the OP in exchange for
83,333
OP Units. The OP made distributions to partners other than the Company of
$0.3 million
and
$0.6 million
during the
three and six months ended
June 30, 2016
, respectively. No such distributions were paid during the
three and six months ended
June 30, 2015
.
In addition, in connection with the OPP, the Company has paid
$0.2 million
and
$0.7 million
in distributions related to LTIP Units during the
three and six months ended
June 30, 2016
, respectively, which are included in non-controlling interest in the consolidated of changes in equity. As of
June 30, 2016
, the Company had
no
unpaid distributions relating to LTIP distributions. As of
December 31, 2015
, the Company had
$0.4 million
of unpaid LTIP distributions. No such distributions were paid during the
three and six months ended
June 30, 2015
.
A holder of OP Units, other than the Company, has the right to convert OP Units for a corresponding number of shares of the Company's Common Stock, or the cash value equivalent of those corresponding shares, at the Company's option, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.
Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the IPO, which was ongoing from October 2012 to June 2014 and, together with its affiliates, continued to provide the Company with various services through December 31, 2015. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global Investments, LLC (the successor business to AR Capital LLC, "AR Global"), parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.
Fees Paid in Connection With the Operations of the Company
Until June 2, 2015, the Advisor was paid an acquisition fee of
1.0%
of the contract purchase price of each acquired property and
1.0%
of the amount advanced for a loan or other investment. Solely with respect to investment activities in Europe, the Service Provider was paid
50%
of the acquisition fees and the Advisor was paid the remaining
50%
, as set forth in the service provider agreement. The Advisor was also reimbursed for insourced expenses incurred in the process of acquiring properties, which were limited to
0.5%
of the contract purchase price and
0.5%
of the amount advanced for a loan or other investment. Additionally, the Company paid third party acquisition expenses.
The Company's Advisor provides services in connection with the origination or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties. Until June 2, 2015, the Company paid the Advisor a financing coordination fee equal to
0.75%
of the amount available and/or outstanding under such financing, subject to certain limitations. Solely with respect to the Company's investment activities in Europe, the Service Provider was paid
50%
of the financing coordination fees and the Advisor received the remaining
50%
.
Until the Listing, the Company compensated the Advisor for its asset management services in an amount equal to
0.75%
per annum of the total of: the cost of the Company's assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excluding acquisition fees) plus costs and expenses incurred by the Advisor in providing asset management services, less the excess, if any, of dividends over FFO plus acquisition fees expenses and restricted share grant amortization. Until April 1, 2015, as compensation for this arrangement, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor and Service Provider performance-based restricted partnership units of the OP designated as "Class B units," which were intended to be profits interests and would vest, and no longer be subject to forfeiture, at such time as: (x) the value of the OP's assets plus all dividends made equaled or exceeded the total amount of capital contributed by investors plus a
6.0%
cumulative, pre-tax, non-compounded annual return thereon (the "economic hurdle"); (y) any one of the following had occurred: (1) the termination of the advisory agreement by an affirmative vote of a majority of the Company's independent directors without cause; (2) a listing; or (3) another liquidity event; and (z) the Advisor is still providing advisory services to the Company (the "performance condition"). The value of issued Class B units was determined and expensed when the Company deemed the achievement of the performance condition was probable, which occurred as of the Listing. As of
June 2, 2015
, in aggregate, the board of directors had approved the issuance of
1,726,323
Class B units to the Advisor and the Service Provider in connection with this arrangement. The Advisor and the Service Provider received distributions on unvested Class B units equal to the dividend rate received on the Company's Common Stock. Subsequent to the Listing, the Company recorded OP Unit distributions which are included in consolidated statement of changes in stockholders' equity. The Company has recorded
27
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
distributions on issued Class B units in the amounts of
$0.3 million
and
$0.4 million
for the
three and six months ended
June 30, 2015
, respectively. From April 1, 2015 to the Listing Date, the Advisor was paid for its asset management services in cash.
The performance condition related to these Class B units was satisfied upon completion of the Listing, and the Class B units vested at a cost of
$14.5 million
on
June 2, 2015
. Concurrently, the Class B units were converted to OP Units on a one-to-one basis. The vested value was calculated based, in part, on the closing price of Company's Common Stock on
June 2, 2015
less an estimated discount for the
one year
lock-out period of transferability or liquidity of the OP Units.
On the Listing Date, the Company entered into the Fourth Amended and Restated Advisory Agreement (the “Advisory Agreement”) by and among the Company, the OP and the Advisor, which, among other things, eliminated the acquisition fee and finance coordination fee payable to the Advisor under the original Advisory Agreement, as amended, except for fees with respect to properties under contract, letter of intent or under negotiation as of the Listing Date. Under the terms of the Advisory Agreement, the Company pays the Advisor:
|
(i)
|
a base fee of
$18.0 million
per annum payable in cash monthly in advance (“Minimum Base Management Fee”);
|
|
(ii)
|
plus a variable fee, payable monthly in advance in cash, equal to
1.25%
of the cumulative net proceeds realized by the Company from the issuance of any common equity, including any common equity issued in exchange for or conversion of preferred stock or exchangeable notes, as well as, from any other issuances of common, preferred, or other forms of equity of the Company, including units of any operating partnership (“Variable Base Management Fee”); and
|
|
(iii)
|
an incentive fee (“Incentive Compensation”),
50%
payable in cash and
50%
payable in shares of the Company’s Common Stock (which shares are subject to certain lock up restrictions), equal to: (a)
15%
of the Company’s Core AFFO (as defined in the Advisory Agreement) per weighted average share outstanding for the applicable period (“Core AFFO Per Share”)(1) in excess of an incentive hurdle based on an annualized Core AFFO Per Share of
$0.78
, plus (b)
10%
of the Core AFFO Per Share in excess of an incentive hurdle of an annualized Core AFFO Per Share of
$1.02
. The
$0.78
and
$1.02
incentive hurdles are subject to annual increases of
1%
to
3%
. The Base Management Fee and the Incentive Compensation are each subject to an annual adjustment.
|
The annual aggregate amount of the Minimum Base Management Fee and Variable Base Management Fee (collectively, the “Base Management Fee”) that may be paid under the Advisory Agreement are subject to varying caps based on assets under management (“AUM”)
(2)
, as defined in the Advisory Agreement.
_______________________________
|
(1)
|
For purposes of the Advisory Agreement, Core AFFO per share means (i) Net income adjusted for the following items (to the extent they are included in Net income): (a) real estate related depreciation and amortization; (b) Net income from unconsolidated partnerships and joint ventures; (c) one-time costs that the Advisor deems to be non-recurring; (d) non-cash equity compensation (other than any Restricted Share Payments); (e) other non-cash income and expense items; (f) non-cash dividends related to the Class B units of the OP and certain non-cash interest expenses related to securities that are convertible to Common Stock; (g) gains (or losses) from the sale of Investments; (h) impairment losses on real estate; (i) acquisition and transaction related costs; (j) straight-line rent; (k) amortization of above and below market leases assets and liabilities; (l) amortization of deferred financing costs; (m) accretion of discounts and amortization of premiums on debt investments; (n) marked-to-market adjustments included in Net income; (o) unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and (p) consolidated and unconsolidated partnerships and joint ventures. (ii) divided by the weighted average outstanding shares of Common Stock on a fully diluted basis for such period.
|
|
(2)
|
For purposes of the Advisory Agreement, "AUM" means, for a specified period, an amount equal to (A) (i) the aggregate costs of the Company's investments (including acquisition fees and expenses) at the beginning of such period (before reserves for depreciation of bad debts, or similar non-cash reserves)
plus
(ii) the aggregate cost of he Company's investment at the end of such period (before reserves from depreciation or bad debts, or similar non-cash reserves) divided by (B) two (2).
|
In addition, the per annum aggregate amount of the Base Management Fee and the Incentive Compensation to be paid under the Advisory Agreement is capped at (a)
1.25%
of the AUM for the previous year if AUM is less than or equal to
$5.0 billion
; (b)
0.95%
if the AUM is equal to or exceeds
$15.0 billion
; or (c) a percentage equal to: (A)
1.25%
less (B) (i) a fraction, (x) the numerator of which is the AUM for such specified period less
$5.0 billion
and (y) the denominator of which is
$10.0 billion
multiplied by (ii)
0.30%
if AUM is greater than
$5.0 billion
but less than
$15.0 billion
. The Variable Base Management Fee is also subject to reduction if there is a sale or sales of one or more Investments in a single or series of related transactions exceeding
$200.0 million
and, the special dividend(s) related thereto.
The Property Manager provides property management and leasing services for properties owned by the Company, for which the Company pays fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center,
2.0%
of gross revenues from the properties managed and (ii) with respect to all other types of properties,
4.0%
of gross revenues from the properties managed.
28
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to
1.0%
of gross revenues of the property managed.
Solely with respect to the Company's investments in properties located in Europe, the Service Provider receives a portion of the fees payable to the Advisor equal to: (i) with respect to single-tenant net leased properties which are not part of a shopping center,
1.75%
of the gross revenues from such properties and (ii) with respect to all other types of properties,
3.5%
of the gross revenues from such properties. The Property Manager is paid
0.25%
of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and
0.5%
of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider.
The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||||||||||||||||||
|
|
2016
|
2015
|
2016
|
2015
|
Payable as of
|
|||||||||||||||||||||||||||||||||||
|
(In thousands)
|
Incurred
|
Forgiven
|
Incurred
|
Forgiven
|
Incurred
|
Forgiven
|
Incurred
|
Forgiven
|
June 30, 2016
|
December 31, 2015
|
||||||||||||||||||||||||||||||
|
One-time fees and reimbursements:
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Acquisition fees and related cost reimbursements
(1)
|
$
|
—
|
|
$
|
—
|
|
$
|
128
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
708
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||||||||
|
Financing coordination fees
(2)
|
—
|
|
—
|
|
498
|
|
—
|
|
—
|
|
—
|
|
498
|
|
—
|
|
—
|
|
466
|
|
||||||||||||||||||||
|
Ongoing fees:
|
||||||||||||||||||||||||||||||||||||||||
|
Asset management fees
(3)
|
4,500
|
|
—
|
|
4,501
|
|
—
|
|
9,000
|
|
—
|
|
4,501
|
|
—
|
|
217
|
|
(5)
|
217
|
|
|||||||||||||||||||
|
Property management and leasing fees
(4)
|
1,022
|
|
563
|
|
1,009
|
|
612
|
|
1,935
|
|
1,159
|
|
2,013
|
|
1,205
|
|
186
|
|
91
|
|
||||||||||||||||||||
|
Total related party operational fees and reimbursements
|
$
|
5,522
|
|
$
|
563
|
|
$
|
6,136
|
|
$
|
612
|
|
$
|
10,935
|
|
$
|
1,159
|
|
$
|
7,720
|
|
$
|
1,205
|
|
$
|
403
|
|
(6)
|
$
|
774
|
|
|||||||||
|
(1)
|
These related party fees are recorded within acquisition and transaction related costs on the consolidated statement of operations and comprehensive income (loss).
|
|
(2)
|
These related party fees are recorded as deferred financing costs and amortized over the term of the respective financing arrangement.
|
|
(3)
|
From January 1, 2013 to
April 1, 2015
, the Company caused the OP to issue to the Advisor (subject to periodic approval by the board of directors) restricted performance based Class B units for asset management services, which would vest if certain conditions occur. At the Listing Date, all Class B units held by the Advisor converted to OP Units. From
April 1, 2015
until the Listing Date, the Company paid the Advisor asset management fees in cash (as elected by the Advisor). From the Listing Date, the Advisor received asset management fees in cash in accordance with the Advisory Agreement. No Incentive Compensation was incurred for the
three and six months ended
June 30, 2016
.
|
|
(4)
|
The Advisor waived
100%
of fees from U.S. assets and its allocated portion of fees from European assets.
|
|
(5)
|
Balance included within due to related parties on the consolidated balance sheets as of
June 30, 2016
.
|
|
(6)
|
In addition, as of
June 30, 2016
due to related parties includes
$0.3 million
, of which
$0.1 million
of costs accrued for transfer agent and personnel services received from the Company's related parties including ANST and
$0.1 million
to Advisor and RCS which are recorded within general and administrative expenses on the consolidated statements of operations for the six months ended
June 30, 2016
and are not reflected in the table above.
|
The Company reimburses the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a)
2.0%
of average invested assets and (b)
25.0%
of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services, in addition to paying an asset management fee; however, the Company does not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions. No reimbursement was incurred from the Advisor for providing services during the
three and six months ended
June 30, 2016
and
2015
.
29
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor may waive certain fees including asset management and property management fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay dividends to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs or property operating expenses. These absorbed costs are presented net in the accompanying consolidated statements of operations. During the
three and six months ended
June 30, 2016
and
2015
, the Advisor absorbed some of the property management fees. During the
three and six months ended
June 30, 2016
and
2015
, there were no property operating and general administrative expenses absorbed by the Advisor.
The predecessor to the parent of the Sponsor was party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager ("RCS Advisory"), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by the Sponsor with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to the parent of the Sponsor instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory.
The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager ("ANST"), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent ("DST"). The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). On April 22, 2016, the Company terminated its agreement with DST and entered into a definitive agreement American Stock Transfer and Trust Company, LLC ("AST") appointing AST as the Company's side transfer agent and registrar.
During the
three and six months ended
June 30, 2016
, the Company has incurred approximately
$0.1 million
and
$0.1 million
of recurring transfer agent services fees to ANST which were included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).
Fees Paid in Connection with the Liquidation or Listing of the Company's Real Estate Assets
In connection with the Listing and the Advisory Agreement, the Company terminated the subordinated termination fee that would be due to the Advisor in the event of termination of the advisory agreement.
Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor, and the Service Provider, to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company's Common Stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates and the Service Provider. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.
Stock Option Plan
The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan will be equal to the fair market value of a share on the last business day preceding the annual meeting of stockholders. A total of
0.5 million
shares have been authorized and reserved for issuance under the Plan. As of
June 30, 2016
and
December 31, 2015
, no stock options were issued under the Plan.
30
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Restricted Share Plan
The Company's employee and director incentive restricted share plan ("RSP") provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company.
Prior to
April 8, 2015
, the RSP provided for the automatic grant of
3,000
restricted shares of Common Stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors vested over a
five
-year
period beginning on the first anniversary of the date of grant in increments of
20%
per annum. On
April 8, 2015
, the Company amended the RSP ("the Amended RSP"), among other things, to remove the fixed amount of shares that are automatically granted to the independent directors and remove the fixed vesting period of
five
-
years
. Under the Amended RSP, the annual amount granted to the independent directors is determined by the board of directors.
Effective upon the Listing Date, the Company’s board of directors approved the following changes to independent director compensation: (i) increasing in the annual retainer payable to all independent directors to
$100,000
per year, (ii) increase in the annual retainer for the non-executive chair to
$105,000
, (iii) increase in the annual retainer for independent directors serving on the audit committee, compensation committee or nominating and corporate governance committee to
$30,000
. All annual retainers are payable
50%
in the form of cash and
50%
in the form of restricted stock units ("RSU") which vest over a
three
-year period. In addition, the directors have the option to elect to receive the cash component in the form of RSUs which would vest over a
three
-year period. Under the Amended RSP, restricted share awards entitle the recipient to receive shares of Common Stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. In connection with the Listing, the Company's board of directors also approved a one-time retention grant of
40,000
RSUs to each of the directors valued at
$8.52
per unit, which vest over a
five
-year
period. On July 13, 2015, the Company granted an annual retainer to each of its independent directors comprising of
50%
(or
$0.1 million
) in cash and
50%
(or
7,352
) in RSUs which vest over a
three
-year period with the vesting period beginning on
June 15, 2015
. In addition, the Company granted
$0.1 million
in non executive chair compensation in cash and
50%
(or
5,882
) in RSUs which vest over a
three
-year period with the vesting period beginning on
June 15, 2015
.
Prior to
April 8, 2015
, the total number of shares of Common Stock granted under the RSP could not exceed
5.0%
of the Company's outstanding shares on a fully diluted basis at any time, and in any event could not exceed
7.5 million
shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). The Amended RSP increased the number of shares the Company's Common Stock, par value
$0.01
per share, available for awards thereunder to
10%
of the Company’s outstanding shares of Common Stock on a fully diluted basis at any time. The Amended RSP also eliminated the limit of
7.5 million
shares of Common Stock permitted to be issued as RSUs.
Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in common shares shall be subject to the same restrictions as the underlying restricted shares.
The following table reflects restricted share award activity for the
six months ended
June 30, 2016
:
|
|
Number of Restricted Shares
|
Weighted-Average Issue Price
|
||||
|
Unvested, December 31, 2015
|
187,938
|
|
$
|
8.57
|
|
|
|
Granted
|
—
|
|
—
|
|
||
|
Vested
|
(41,332
|
)
|
8.59
|
|
||
|
Unvested, June 30, 2016
|
146,606
|
|
$
|
8.56
|
|
|
31
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
The fair value of the restricted shares granted prior to the Listing Date is based on the per share price in the IPO and the fair value of the restricted shares granted on or after the Listing Date is based on the market price of Common Stock as of the grant date, and is expensed over the vesting period. Compensation expense related to restricted stock was approximately
$0.1 million
and
$0.2 million
during the
three and six months ended
June 30, 2016
, respectively, and is recorded as general and administrative expense in the accompanying statements of operations. Compensation expense related to restricted stock was approximately
$0.1 million
and
$0.1 million
during the
three and six months ended
June 30, 2015
, respectively, and is recorded as general and administrative expense in the accompanying statements of operations. As of
June 30, 2016
, the Company had
$1.2 million
unrecognized compensation costs related to unvested restricted share awards granted under the Company’s Amended RSP. The cost is expected to be recognized over a weighted average period of
3.8 years
.
Multi-Year Outperformance Agreement
In connection with the Listing, the Company entered into the OPP with the OP and the Advisor. Under the OPP, the Advisor was issued
9,041,801
long term incentive plan units ("LTIP Units") in the OP with a maximum award value on the issuance date equal to
5.00%
of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the OP.
The Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the Listing Date,
June 2, 2015
, based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “
Three
-Year Period”); each
12-month
period during the
Three
-Year Period (the “
One
-Year Periods”); and the initial
24-month
period of the
Three
-Year Period (the “
Two
-Year Period”), as follows:
|
Performance Period
|
Annual Period
|
Interim Period
|
||||||
|
Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period:
|
21%
|
7%
|
14%
|
|||||
|
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
|
||||||||
|
•
|
100% will be earned if cumulative Total Return achieved is at least:
|
18%
|
6%
|
12%
|
||||
|
•
|
50% will be earned if cumulative Total Return achieved is:
|
—%
|
—%
|
—%
|
||||
|
•
|
0% will be earned if cumulative Total Return achieved is less than:
|
—%
|
—%
|
—%
|
||||
|
•
|
a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:
|
0% - 18%
|
0% - 6%
|
0% - 12%
|
||||
_______________________________________________________
|
*
|
The “Peer Group” is comprised of Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc.
|
The potential outperformance award is calculated at the end of each
One
-Year Period, the
Two
-Year Period and the
Three
-Year Period. The award earned for the
Three
-Year Period is based on the formula in the table above less any awards earned for the
Two
-Year Period and
One
-Year Periods, but not less than zero; the award earned for the
Two
-Year Period is based on the formula in the table above less any award earned for the first and second
One
-Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Performance Period will be forfeited.
Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the
Three
-Year Period.
On June 2, 2016,
no
LTIP units were earned by the Advisor under the terms of the OPP.
32
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
The Company records equity based compensation expense associated with the awards over the requisite service period of
five years
on a graded vesting basis. Equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance. Compensation (income) expense related to the OPP was
$(18,000)
and
$0.9 million
for the
three and six months ended
June 30, 2016
. Compensation expense related to the OPP was
$0.5 million
for the
three and six months ended
June 30, 2015
. Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Until such time as an LTIP Unit is earned in accordance with the provisions of the OPP, the holder of such LTIP Unit is entitled to distributions on such LTIP Unit equal to
10%
of the distributions made per OP Unit. The Company has paid
$0.2 million
and
$0.7 million
, respectively in distributions related to LTIP Units during the
three and six months ended
June 30, 2016
, which is included in non-controlling interest in the consolidated statement of changes in equity. After an LTIP Unit is earned, the holder of such LTIP Unit is entitled to a catch-up distribution and then the same distributions as the holders of an OP Unit. At the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for
30 days
, the Advisor, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated by the Company or in the event the Company incurs a change in control, in either case prior to the end of the
Three
-Year Period.
On
February 25, 2016
, the OPP was amended and restated to reflect the merger of
two
of the companies in the Peer Group.
Other Share-Based Compensation
The Company may issue Common Stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were
no
such shares of Common Stock issued in lieu of cash during the
six months ended
June 30, 2016
and
2015
, respectively.
The following is a summary of the basic and diluted net income (loss) per share computation for the periods presented:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
|
(In thousands, except share and per share data)
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
|
Net income attributable to stockholders
|
$
|
15,763
|
|
$
|
(45,664
|
)
|
$
|
22,251
|
|
$
|
(19,809
|
)
|
||||
|
Adjustments to net income attributable to stockholders for common share equivalents
|
(193
|
)
|
—
|
|
(388
|
)
|
—
|
|
||||||||
|
Adjusted net income attributable to stockholders
|
$
|
15,570
|
|
$
|
(45,664
|
)
|
$
|
21,863
|
|
$
|
(19,809
|
)
|
||||
|
Basic and diluted net income per share attributable to stockholders
|
$
|
0.09
|
|
$
|
(0.25
|
)
|
$
|
0.13
|
|
$
|
(0.11
|
)
|
||||
|
Basic and diluted weighted average shares outstanding
|
168,948,472
|
|
180,380,436
|
|
168,942,552
|
|
179,771,830
|
|
||||||||
Under current authoritative guidance for determining earnings per share, all nonvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company's nonvested RSUs and LTIPs contain rights to receive non-forfeitable distributions and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the non-forfeitable distributions to the nonvested RSUs and LTIPs from the numerator.
33
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Diluted net income per share assumes the conversion of all Common Stocks share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted stock, OP Units and LTIP Units to be common share equivalents. For the
three and six months ended
June 30, 2016
and
2015
, the following common share equivalents were excluded from the calculation of diluted earnings per share:
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||
|
Unvested restricted stock
|
146,606
|
|
—
|
|
146,606
|
|
—
|
|
||||
|
OP Units
(1)
|
1,809,678
|
|
1,809,678
|
|
1,809,678
|
|
1,809,678
|
|
||||
|
Class B units
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
|
OPP (LTIP Units)
|
9,041,801
|
|
—
|
|
9,041,801
|
|
—
|
|
||||
|
Total anti-dilutive common share equivalents
|
10,998,085
|
|
1,809,678
|
|
10,998,085
|
|
1,809,678
|
|
||||
____________________________________
|
(1)
|
OP Units include
1,726,323
converted Class B units,
83,333
OP Units issued to the Advisor, and
22
OP Units issued to the Special Limited Partner.
|
Conditionally issuable shares relating to the OPP award (See
Note 12
— Share Based Compensation) would be included in the computation of fully diluted EPS (if dilutive) based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP share equivalents were included in the computation for the
three and six months ended
June 30, 2016
because no units or shares would have been issued based on the stock price at
June 30, 2016
.
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in the consolidated financial statements, except for as previously disclosed or disclosed below.
On
August 4, 2016
, the Company's board has approved the exchange of
1,726,323
OP Units on a one-for one basis for
1,726,323
of Company’s Common Stock, which will occur in third quarter 2016.
Merger Agreement
On
August 8, 2016
, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Realty Capital Global Trust II, Inc. (“Global Trust II”), American Realty Capital Global II Operating Partnership, L.P. (“Global OP II”) (collectively “Global II”) and Mayflower Acquisition LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the merger, each outstanding share of Common Stock, including restricted shares of Common Stock, of Global Trust II,
$0.01
par value per share, other than shares owned by the Company, any subsidiary of the Company or any wholly owned subsidiary of Global Trust II, will be converted into the right to receive
2.27
shares of Common Stock of the Company, par value
$0.01
per share, at the effective time of the merger. Additionally, each outstanding unit of limited partnership interest and Class B interest of Global OP II issued and outstanding immediately prior to the merger will be converted into
2.27
shares of Company Common Stock, at the effective time of the merger.
The completion of the merger is subject to various conditions, including, among other things, the approval of the merger and the other transactions contemplated by the Merger Agreement by the affirmative vote of a majority of the votes of the Company’s common stockholders cast at a meeting of the Company's common stockholders, a quorum being present, and the approval of the merger and the other transactions contemplated by the Merger Agreement by the common stockholders of Global Trust II holding a majority of the outstanding shares of Global Trust II. Each party’s obligation to consummate the merger is subject to certain other conditions, including the accuracy of the other party’s representations and warranties (subject to customary qualifications) and the other party’s material compliance with its covenants and agreements contained in the merger agreement, including, among other things, the Company’s obligation to prepare and file a registration statement on Form S-4 to register the offer and sale of shares of Company Common Stock to be issued pursuant to the merger agreement.
34
GLOBAL NET LEASE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
The Company and Global II have made certain customary representations and warranties and covenants for transactions of this type, including with respect to the conduct of business by each of the Company and Global II prior to the closing. Notably, under the terms of the merger agreement, Global II may initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions until
September 22, 2016
(“Go Shop Period”), and thereafter, until the receipt of the approval of the merger and the Merger Agreement by the stockholders of Global Trust II., Global II may continue to participate in such discussions with any third party who submitted a bona fide proposal prior to the end of the Go Shop Period that has not been withdrawn and where the special committee of the Global II’s board of directors has determined in good faith that such proposal has resulted in, or would be reasonably expected to lead to, a Superior Proposal (as defined in the Merger Agreement). Following the Go Shop Period, certain covenants prohibit Global Trust II from initiating, soliciting, providing information or entering into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions.
The Merger Agreement also includes certain termination rights for both the Company and Global II and provides that, in connection with the termination of the Merger Agreement, under specified circumstances, the Company or Global II may be required to pay to the other party reasonable out-of-pocket transaction expenses up to an aggregate amount of
$5.0 million
.
If Global II, or the Company in certain circumstances, terminates the Merger Agreement, Global II would be required to pay the Company a termination fee equal to
$6.0 million
, or a termination fee equal to
$1.2 million
in the case of a termination due to Global II’s entry into and recommendation of a qualified Superior Proposal within
fifteen
(
15
) days after the end of the Go Shop Period as described in the merger agreement.
The Company and Global II each were sponsored, directly or indirectly, by the Sponsor. The Sponsor and its affiliates provide investment and advisory services to the Company and Global II pursuant to written advisory agreements. In connection with, and subject to the terms and conditions of, the Merger Agreement, the Sponsor and its affiliates will have the vesting of certain of their restricted interests in Global Trust II and Global OP II accelerated.
On
August 8, 2016
, the Company, through the OP, executed a bridge facility commitment letter (“Bridge Commitment”) in connection with the merger transaction for a total commitment of
$150.0 million
for a term of
364 days
from date of the merger transaction. Amounts drawn on the Bridge Commitment are subject to interest at Libor plus
3.25%
per annum with a minimum floor of
4.00%
. The margin rate of
3.25%
per annum will increase by
0.75%
90 days
after the date of funding and increases by
0.75%
every
90 days
thereafter with a maximum increase rate of
2.25%
. The Bridge Commitment requires a
1.50%
fee of the commitment amount upon execution and a fee equal to
0.375%
of the commitments
180 days
after signing. The Bridge Commitment is subject to a duration fee of
1.0%
on outstanding draws
90 days
after the date of funding. In addition, the Bridge Commitment requires a repayment fee of
0.5%
on repayments made within 30 days of funding and a repayment fee of
1.0%
fee on repayments made after
30 days
after funding. The Bridge Commitment is subject to cross default provisions with the Company’s Credit Facility.
As of June 30, 2016, Global II owns
16
properties with an aggregate of
4.2 million
rentable square feet with properties located in the United States, United Kingdom, France, Germany, The Netherlands and Luxembourg.
35
The following discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements of Global Net Lease, Inc. and the notes thereto. As used herein, the terms "Company," "we," "our" and "us" refer to Global Net Lease, Inc., a Maryland corporation, including, as required by context, to Global Net Lease Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and to its subsidiaries. The Company is externally managed by Global Net Lease Advisors, LLC (our "Advisor"), a Delaware limited liability company.
Forward-Looking Statements
Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements including statements regarding the intent, belief or current expectations of the Company 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," "expects," "plans," "intends," "should" or similar expressions. 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.
The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:
|
•
|
All of our executive officers are also officers, managers and/or holders of a direct or indirect controlling interest in our Advisor and other entities affiliated with AR Global Investments, LLC (the successor business to AR Capital LLC, "AR Global"). As a result, our executive officers, our Advisor and its affiliates face conflicts of interest, including significant conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by AR Global affiliates and conflicts in allocating time among these investment programs and us. These conflicts could result in unanticipated actions.
|
|
•
|
Because investment opportunities that are suitable for us may also be suitable for other AR Global- advised investment programs, our Advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and such conflicts may not be resolved in our favor, which could reduce the investment return to our stockholders.
|
|
•
|
We may be unable to pay or maintain cash dividends or increase dividends over time.
|
|
•
|
We are obligated to pay fees which may be substantial to our Advisor and its affiliates.
|
|
•
|
We depend on tenants for our rental revenue and, accordingly, our rental revenue is dependent upon the success and economic viability of our tenants.
|
|
•
|
Increases in interest rates could increase the amount of our debt payments and limit our ability to pay dividends to our stockholders.
|
|
•
|
We may be unable to raise additional debt or equity financing on attractive terms or at all.
|
|
•
|
Adverse changes in exchange rates may reduce the value of our properties located outside of the United States.
|
|
•
|
We may not generate cash flows sufficient to pay dividends to our stockholders, as such, we may be forced to borrow at unfavorable rates or depend on our Advisor to waive reimbursement of certain expense and fees to fund our operations. There is no assurance that our Advisor will waive reimbursement of expenses or fees.
|
|
•
|
Any of these dividends may reduce the amount of capital we ultimately invest in properties and other permitted investments and negatively impact the value of our common stock.
|
|
•
|
We are subject to risks associated with our international investments, including risks associated with compliance with and changes in foreign laws, fluctuations in foreign currency exchange rates and inflation.
|
|
•
|
We are subject to risks associated with any dislocations or liquidity disruptions that may exist or occur in the credit markets of the United States of America and Europe from time to time.
|
|
•
|
We may fail to continue to qualify as a real estate investment trust for U.S. federal income tax purposes ("REIT"), which would result in higher taxes may adversely affect operations and would reduce our NAV and cash available for dividends.
|
|
•
|
We may be deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and thus subject to regulation under the Investment Company Act.
|
|
•
|
We may be exposed to risks due to a lack of tenant diversity, investment types and geographic diversity.
|
36
|
•
|
The revenue derived from, and the market value of, properties located in the United Kingdom and continental Europe may decline as a result of the non binding referendum on June 23, 2016 in which a majority of voters voted to exit the European Union (the “Brexit” vote).
|
|
•
|
Our ability to refinance or sell properties located in the United Kingdom and continental Europe may be impacted by the economic and political uncertainty following the Brexit vote.
|
|
•
|
We may be exposed to changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of U.S. or international lending, capital and financing markets, including as a result of the Brexit vote.
|
37
Overview
We were incorporated on
July 13, 2011
as a Maryland corporation. We acquired our first property and commenced active operations in October 2012 and elected and qualified to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2013. We completed our initial public offering ("IPO") on
June 30, 2014
and on
June 2, 2015
we listed our common stock ("Common Stock") on the New York Stock Exchange (the "NYSE") under the symbol "GNL" (the "Listing").
Our investment strategy is to acquire a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. As of
June 30, 2016
, we owned
329
net leased commercial properties consisting of
18.7 million
rentable square feet. Based on original purchase price,
60.4%
of our properties are located in the United States (U.S.) and the Commonwealth of Puerto Rico,
20.8%
are located in continental Europe, and
18.8%
are located in the United Kingdom. The properties were 100% leased, with a weighted average remaining lease term of
10.8
years.
Substantially all of our business is conducted through the OP. As of
June 30, 2016
, the Advisor owned
1,461,753
units of limited partnership interests in the OP ("OP Units"), Moor Park Capital Partners LLP (the "Service Provider") owned
347,903
OP Units and Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner") owned
22
OP Units. In accordance with the limited partnership agreement of the OP, a holder of OP Units has the right to convert OP Units for a corresponding number of shares of the Company's Common Stock or the cash value of those corresponding shares, at the Company's option. The remaining rights of the limited partner interests are limited and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.
We are externally managed by our Advisor and our properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). The Advisor, Property Manager and Special Limited Partner are under common control with the parent of AR Capital Global Holdings, LLC (the "Sponsor"), as a result of which they are related parties, and have received compensation, fees and expense reimbursements for various services provided to us and for the investment and management of our assets. The Advisor has retained the Service Provider to provide advisory and property management services with respect to investments in Europe, subject to the Advisor's oversight. These services include, among others, sourcing and structuring of investments, sourcing and structuring of debt financing, due diligence, property management and leasing. Realty Capital Securities, LLC (our "Former Dealer Manager") served as the dealer manager of our IPO, which was ongoing from October 2012 to June 2014 and, together with its affiliates, continued to provide us with various services through December 31, 2015. RCS Capital Corporation (“RCAP”), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to us, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of our Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.
As more fully discussed in Note 14 to our consolidated financial statements, on August 8, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Realty Capital Global Trust II, Inc. (Global Trust II), and entered into a $150.0 million bridge facility commitment letter to be utilized for the transaction.
Significant Accounting Estimates and Critical Accounting Policies
Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates and critical accounting policies include:
Revenue Recognition
Our revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. Since many of our leases provide for rental increases at specified intervals, straight-line basis accounting requires us to record a receivable, and include in revenues unbilled rent receivables that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. We defer the revenue related to lease payments received from tenants in advance of their due dates. When we acquire a property, the acquisition date is considered to be the commencement date of purposes of this calculation.
As of
June 30, 2016
and
December 31, 2015
, our cumulative straight line rents receivable in the consolidated balance sheets were
$27.6 million
and
$23.1 million
, respectively. For the
three and six months ended
June 30, 2016
, our rental revenue included impacts of unbilled rental revenue of
$2.7 million
and
$5.5 million
, respectively, to adjust contractual rent to straight line rent. For the
three and six months ended
June 30, 2015
, our rental revenue included impacts of unbilled rental revenue of
$3.5 million
and
$7.9 million
, respectively, to adjust contractual rent to straight line rent.
38
We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, we record an increase in our allowance for uncollectible accounts or record a direct write-off of the receivable in our consolidated statements of operations.
Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.
Investments in Real Estate
Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to
40
years for buildings,
15
years for land improvements,
five
years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
We evaluate the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets.
In business combinations, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases, above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests are recorded at their estimated fair values.
In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates.
Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on our operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations as of
June 30, 2016
and
December 31, 2015
. Properties that are intended to be sold are designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale. Properties are no longer depreciated when they are classified as held for sale. No properties were designated as held for sale as of
June 30, 2016
and
December 31, 2015
.
We evaluate acquired leases and new leases on acquired properties based on capital lease criteria. A lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. This situation is generally considered to be met if, among other things, the non-cancelable lease term is more than 75% of the useful life of the asset or if the present value of the minimum lease payments equals 90% or more of the leased property’s fair value at lease inception.
Impairment of Long Lived Assets
When circumstances indicate the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings.
Purchase Price Allocation
We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable.
39
Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from
12
to
18 months
. We also estimate costs to execute similar leases including leasing commissions, legal and other related expenses.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time.
The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the tenant. Characteristics considered by us in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.
The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense.
In making estimates of fair values for purposes of allocating purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
Goodwill
We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event. A triggering event is an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We performed a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on our assessment as of June 30, 2016, we determined that the goodwill is not impaired and no further analysis is required.
Derivative Instruments
We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. Certain of our foreign operations expose us to fluctuations in foreign interest rates and exchange rates. These fluctuations may impact the value of our cash receipts and payments in our functional currency, the U.S. dollar. We enter into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of our functional currency.
We record all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.
40
The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If we elect not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.
Multi-Year Outperformance Agreement
Concurrent with the Listing and modifications to Advisor agreement, we entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor. We record equity based compensation expense associated with the awards over the requisite service period of five years on a graded basis. The cumulative equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance.
Recently Issued Accounting Pronouncements (Pending Adoption)
See
Note 2
— Summary of Significant Accounting Policies for
Recently Issued Accounting Pronouncements
to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
Properties
We acquire and operate a diversified portfolio of commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net leases. All such properties may be acquired and operated by us alone or jointly with another party. Our portfolio of real estate properties was comprised of the following properties as of
June 30, 2016
:
|
Portfolio
|
Acquisition Date
|
Country
|
Number of Properties
|
Square Feet
|
Average Remaining Lease Term
(1)
|
||||||
|
McDonald's
|
Oct. 2012
|
UK
|
1
|
9,094
|
|
7.7
|
|||||
|
Wickes Building Supplies I
|
May 2013
|
UK
|
1
|
29,679
|
|
8.3
|
|||||
|
Everything Everywhere
|
Jun. 2013
|
UK
|
1
|
64,832
|
|
11.0
|
|||||
|
Thames Water
|
Jul. 2013
|
UK
|
1
|
78,650
|
|
6.2
|
|||||
|
Wickes Building Supplies II
|
Jul. 2013
|
UK
|
1
|
28,758
|
|
10.5
|
|||||
|
PPD Global Labs
|
Aug. 2013
|
US
|
1
|
76,820
|
|
8.4
|
|||||
|
Northern Rock
|
Sep. 2013
|
UK
|
2
|
86,290
|
|
7.2
|
|||||
|
Kulicke & Soffa
|
Sep. 2013
|
US
|
1
|
88,000
|
|
7.3
|
|||||
|
Wickes Building Supplies III
|
Nov. 2013
|
UK
|
1
|
28,465
|
|
12.4
|
|||||
|
Con-way Freight
|
Nov. 2013
|
US
|
7
|
105,090
|
|
7.4
|
|||||
|
Wolverine
|
Dec. 2013
|
US
|
1
|
468,635
|
|
6.6
|
|||||
|
Western Digital
|
Dec. 2013
|
US
|
1
|
286,330
|
|
4.4
|
|||||
|
Encanto
|
Dec. 2013
|
PR
|
18
|
65,262
|
|
9.0
|
|||||
|
Rheinmetall
|
Jan. 2014
|
GER
|
1
|
320,102
|
|
7.5
|
|||||
|
GE Aviation
|
Jan. 2014
|
US
|
1
|
369,000
|
|
9.5
|
|||||
|
Provident Financial
|
Feb. 2014
|
UK
|
1
|
117,003
|
|
19.4
|
|||||
|
Crown Crest
|
Feb. 2014
|
UK
|
1
|
805,530
|
|
22.6
|
|||||
|
Trane
|
Feb. 2014
|
US
|
1
|
25,000
|
|
7.4
|
|||||
|
Aviva
|
Mar. 2014
|
UK
|
1
|
131,614
|
|
13.0
|
|||||
|
DFS Trading
|
Mar. 2014
|
UK
|
5
|
240,230
|
|
13.7
|
|||||
|
GSA I
|
Mar. 2014
|
US
|
1
|
135,373
|
|
6.1
|
|||||
|
National Oilwell Varco
|
Mar. 2014
|
US
|
1
|
24,450
|
|
7.1
|
|||||
|
Talk Talk
|
Apr. 2014
|
UK
|
1
|
48,415
|
|
8.7
|
|||||
|
OBI DIY
|
Apr. 2014
|
GER
|
1
|
143,633
|
|
7.4
|
|||||
|
GSA II
|
Apr. 2014
|
US
|
2
|
24,957
|
|
6.7
|
|||||
|
DFS Trading
|
Apr. 2014
|
UK
|
2
|
39,331
|
|
13.7
|
|||||
|
GSA III
|
Apr. 2014
|
US
|
2
|
28,364
|
|
9.0
|
|||||
|
GSA IV
|
May 2014
|
US
|
1
|
33,000
|
|
9.1
|
|||||
|
Indiana Department of Revenue
|
May 2014
|
US
|
1
|
98,542
|
|
6.5
|
|||||
|
National Oilwell Varco II
(2)
|
May 2014
|
US
|
1
|
23,475
|
|
13.5
|
|||||
|
Nissan
|
May 2014
|
US
|
1
|
462,155
|
|
12.3
|
|||||
41
|
Portfolio
|
Acquisition Date
|
Country
|
Number of Properties
|
Square Feet
|
Average Remaining Lease Term
(1)
|
||||||
|
GSA V
|
Jun. 2014
|
US
|
1
|
26,533
|
|
6.8
|
|||||
|
Lippert Components
|
Jun. 2014
|
US
|
1
|
539,137
|
|
10.2
|
|||||
|
Select Energy Services I
|
Jun. 2014
|
US
|
3
|
135,877
|
|
10.5
|
|||||
|
Bell Supply Co I
|
Jun. 2014
|
US
|
6
|
79,829
|
|
12.5
|
|||||
|
Axon Energy Products
|
Jun. 2014
|
US
|
3
|
213,634
|
|
10.6
|
|||||
|
Lhoist
|
Jun. 2014
|
US
|
1
|
22,500
|
|
6.5
|
|||||
|
GE Oil & Gas
|
Jun. 2014
|
US
|
2
|
69,846
|
|
7.2
|
|||||
|
Select Energy Services II
|
Jun. 2014
|
US
|
4
|
143,417
|
|
10.4
|
|||||
|
Bell Supply Co II
|
Jun. 2014
|
US
|
2
|
19,136
|
|
12.5
|
|||||
|
Superior Energy Services
|
Jun. 2014
|
US
|
2
|
42,470
|
|
8.0
|
|||||
|
Amcor Packaging
|
Jun. 2014
|
UK
|
7
|
294,580
|
|
8.4
|
|||||
|
GSA VI
|
Jun. 2014
|
US
|
1
|
6,921
|
|
7.8
|
|||||
|
Nimble Storage
|
Jun. 2014
|
US
|
1
|
164,608
|
|
5.3
|
|||||
|
FedEx -3-Pack
|
Jul. 2014
|
US
|
3
|
338,862
|
|
6.2
|
|||||
|
Sandoz, Inc.
|
Jul. 2014
|
US
|
1
|
154,101
|
|
10.1
|
|||||
|
Wyndham
|
Jul. 2014
|
US
|
1
|
31,881
|
|
8.8
|
|||||
|
Valassis
|
Jul. 2014
|
US
|
1
|
100,597
|
|
6.8
|
|||||
|
GSA VII
|
Jul. 2014
|
US
|
1
|
25,603
|
|
8.4
|
|||||
|
AT&T Services
|
Jul. 2014
|
US
|
1
|
401,516
|
|
10.1
|
|||||
|
PNC - 2-Pack
|
Jul. 2014
|
US
|
2
|
210,256
|
|
13.1
|
|||||
|
Fujitisu
|
Jul. 2014
|
UK
|
3
|
162,888
|
|
10.4
|
|||||
|
Continental Tire
|
Jul. 2014
|
US
|
1
|
90,994
|
|
6.1
|
|||||
|
Achmea
|
Jul. 2014
|
NETH
|
2
|
190,252
|
|
7.5
|
|||||
|
BP Oil
|
Aug. 2014
|
UK
|
1
|
2,650
|
|
9.3
|
|||||
|
Malthurst
|
Aug. 2014
|
UK
|
2
|
3,784
|
|
9.4
|
|||||
|
HBOS
|
Aug. 2014
|
UK
|
3
|
36,071
|
|
9.1
|
|||||
|
Thermo Fisher
|
Aug. 2014
|
US
|
1
|
114,700
|
|
8.2
|
|||||
|
Black & Decker
|
Aug. 2014
|
US
|
1
|
71,259
|
|
5.6
|
|||||
|
Capgemini
|
Aug. 2014
|
UK
|
1
|
90,475
|
|
6.8
|
|||||
|
Merck & Co.
|
Aug. 2014
|
US
|
1
|
146,366
|
|
9.2
|
|||||
|
Dollar Tree - 65-Pack
(3)
|
Aug. 2014
|
US
|
65
|
541,472
|
|
13.2
|
|||||
|
GSA VIII
|
Aug. 2014
|
US
|
1
|
23,969
|
|
8.1
|
|||||
|
Garden Ridge
|
Sep. 2014
|
US
|
4
|
564,910
|
|
13.2
|
|||||
|
Waste Management
|
Sep. 2014
|
US
|
1
|
84,119
|
|
6.5
|
|||||
|
Intier Automotive Interiors
|
Sep. 2014
|
UK
|
1
|
152,711
|
|
7.9
|
|||||
|
HP Enterprise Services
|
Sep. 2014
|
UK
|
1
|
99,444
|
|
9.7
|
|||||
|
Shaw Aero Devices, Inc.
|
Sep. 2014
|
US
|
1
|
130,581
|
|
6.3
|
|||||
|
FedEx Freight
|
Sep. 2014
|
US
|
1
|
11,501
|
|
7.8
|
|||||
|
Hotel Winston
|
Sep. 2014
|
NETH
|
1
|
24,283
|
|
13.2
|
|||||
|
Dollar General - 39-Pack
|
Sep. 2014
|
US
|
39
|
369,644
|
|
11.8
|
|||||
|
FedEx III
|
Sep. 2014
|
US
|
2
|
221,260
|
|
8.0
|
|||||
|
Mallinkrodt Pharmaceuticals
|
Sep. 2014
|
US
|
1
|
89,900
|
|
8.2
|
|||||
|
Kuka
|
Sep. 2014
|
US
|
1
|
200,000
|
|
8.0
|
|||||
|
CHE Trinity
|
Sep. 2014
|
US
|
2
|
373,593
|
|
6.4
|
|||||
|
FedEx IV
|
Sep. 2014
|
US
|
2
|
255,037
|
|
6.6
|
|||||
|
GE Aviation
|
Sep. 2014
|
US
|
1
|
102,000
|
|
6.5
|
|||||
|
DNV GL
|
Oct. 2014
|
US
|
1
|
82,000
|
|
8.7
|
|||||
|
Bradford & Bingley
|
Oct. 2014
|
UK
|
1
|
120,618
|
|
13.3
|
|||||
|
Rexam
|
Oct. 2014
|
GER
|
1
|
175,615
|
|
8.7
|
|||||
|
FedEx V
|
Oct. 2014
|
US
|
1
|
76,035
|
|
8.0
|
|||||
42
|
Portfolio
|
Acquisition Date
|
Country
|
Number of Properties
|
Square Feet
|
Average Remaining Lease Term
(1)
|
||||||
|
C&J Energy
|
Oct. 2014
|
US
|
1
|
96,803
|
|
9.8
|
|||||
|
Family Dollar II
(3)
|
Oct. 2014
|
US
|
34
|
282,730
|
|
13.3
|
|||||
|
Panasonic
|
Oct. 2014
|
US
|
1
|
48,497
|
|
12.1
|
|||||
|
Onguard
|
Oct. 2014
|
US
|
1
|
120,000
|
|
7.5
|
|||||
|
Metro Tonic
|
Oct. 2014
|
GER
|
1
|
636,066
|
|
9.3
|
|||||
|
Axon Energy Products
|
Oct. 2014
|
US
|
1
|
26,400
|
|
8.3
|
|||||
|
Tokmanni
|
Nov. 2014
|
FIN
|
1
|
800,834
|
|
17.2
|
|||||
|
Fife Council
|
Nov. 2014
|
UK
|
1
|
37,331
|
|
7.6
|
|||||
|
Family Dollar III
(3)
|
Nov. 2014
|
US
|
2
|
16,442
|
|
13.2
|
|||||
|
GSA IX
|
Nov. 2014
|
US
|
1
|
28,300
|
|
5.8
|
|||||
|
KPN BV
|
Nov. 2014
|
NETH
|
1
|
133,053
|
|
10.5
|
|||||
|
RWE AG
|
Nov. 2014
|
GER
|
3
|
594,415
|
|
8.4
|
|||||
|
Follett School
|
Dec. 2014
|
US
|
1
|
486,868
|
|
8.5
|
|||||
|
Quest Diagnostics
|
Dec. 2014
|
US
|
1
|
223,894
|
|
8.2
|
|||||
|
Family Dollar IV
(3)
|
Dec. 2014
|
US
|
1
|
8,030
|
|
13.2
|
|||||
|
Diebold
|
Dec. 2014
|
US
|
1
|
158,330
|
|
5.5
|
|||||
|
Dollar General
|
Dec. 2014
|
US
|
1
|
12,406
|
|
11.7
|
|||||
|
Weatherford Intl
|
Dec. 2014
|
US
|
1
|
19,855
|
|
9.3
|
|||||
|
AM Castle
|
Dec. 2014
|
US
|
1
|
127,600
|
|
8.3
|
|||||
|
FedEx VI
|
Dec. 2014
|
US
|
1
|
27,771
|
|
8.2
|
|||||
|
Constellium Auto
|
Dec. 2014
|
US
|
1
|
320,680
|
|
13.4
|
|||||
|
C&J Energy II
|
Mar. 2015
|
US
|
1
|
125,000
|
|
9.8
|
|||||
|
Fedex VII
|
Mar. 2015
|
US
|
1
|
12,018
|
|
8.3
|
|||||
|
Fedex VIII
|
Apr. 2015
|
US
|
1
|
25,852
|
|
8.3
|
|||||
|
Fresenius
|
May 2015
|
US
|
1
|
10,155
|
|
13.7
|
|||||
|
Fresenius
|
Jul. 2015
|
US
|
1
|
6,192
|
|
14.0
|
|||||
|
Crown Group
|
Aug. 2015
|
US
|
3
|
295,974
|
|
19.1
|
|||||
|
Crown Group
|
Aug. 2015
|
US
|
3
|
642,595
|
|
19.2
|
|||||
|
Mapes & Sprowl Steel, Ltd.
|
Sep. 2015
|
US
|
1
|
60,798
|
|
13.5
|
|||||
|
JIT Steel Services
|
Sep. 2015
|
US
|
2
|
126,983
|
|
13.5
|
|||||
|
Beacon Health System, Inc.
|
Sep. 2015
|
US
|
1
|
49,712
|
|
9.8
|
|||||
|
Hannibal/Lex JV LLC
|
Sep. 2015
|
US
|
1
|
109,000
|
|
13.3
|
|||||
|
FedEx Ground
|
Sep. 2015
|
US
|
1
|
91,029
|
|
9.0
|
|||||
|
Office Depot
|
Sep. 2015
|
NETH
|
1
|
206,331
|
|
12.7
|
|||||
|
Finnair
|
Sep. 2015
|
FIN
|
4
|
656,275
|
|
8.2
|
|||||
|
Total
|
329
|
18,739,733
|
|
10.8
|
|||||||
_____________________________________
|
(1)
|
Remaining lease term in years as of
June 30, 2016
.
|
|
(2)
|
The Company has expanded the property in September 2015 by purchasing additional 15,975 square feet with
14.0
years of remaining lease term as of
June 30, 2016
.
|
|
(3)
|
On July 6, 2015, the tenant's name has changed from Family Dollar to Dollar Tree due to an acquisition by Dollar Tree.
|
Results of Operations
Comparison of
Three Months Ended
June 30, 2016
to
Three Months Ended
June 30, 2015
Rental Income
Rental income was
$51.7 million
and
$47.2 million
for the
three months ended
June 30, 2016
and
2015
, respectively. The significant increase in rental income was driven primarily by our acquisition of
18
properties since
June 30, 2015
, for an aggregate purchase price of
$0.2 billion
.
Operating Expense Reimbursements
43
Operating expense reimbursements were
$1.5 million
and
$1.8 million
for the
three months ended
June 30, 2016
and
2015
, respectively. Our lease agreements generally require tenants to pay all property operating expenses, in addition to base rent, however some limited property operating expenses may be absorbed by us. The main exceptions are GSA properties for which certain expenses are not reimbursable by tenants. Operating expense reimbursements primarily reflect insurance costs and real estate taxes incurred by us and subsequently reimbursed by the tenant. The increase over
2015
is largely driven by acquisitions made in the latter part of
2015
.
Property Operating Expenses
Property operating expenses were
$3.5 million
and
$3.4 million
for the
three months ended
June 30, 2016
and
2015
, respectively. These costs primarily relate to insurance costs and real estate taxes on our properties, which are generally reimbursable by the tenants. The increase is primarily driven by our acquisition of
18
properties since
June 30, 2015
, most of which are triple net leases.
Operating Fees to Related Parties
Operating fees to related parties were
$5.0 million
for the
three months ended
June 30, 2016
, compared to
$4.1 million
for
three months ended
June 30, 2015
. Operating fees to related parties represent compensation to our Advisor for asset management services as well as property management fees paid to the Service Provider for our European investments. Prior to April 1, 2015, we compensated our Advisor by issuing restricted performance based subordinated participation interests in the OP in the form of Class B units at a price of $9.00 per unit for asset management services. These Class B units converted to OP Units as of the Listing.
Our Service Provider and Property Manager are entitled to fees for the management of our properties. Property management fees are calculated as a percentage of gross revenues. During the
three months ended
June 30, 2016
and
2015
, property management fees were
$1.0 million
and
$1.0 million
, respectively. The Property Manager elected to waive
$0.6 million
and
$0.6 million
of the property management fees for the
three months ended
June 30, 2016
and
2015
, respectively. There was no Incentive Compensation incurred for the
three months ended
June 30, 2016
.
Acquisition and Transaction Related Costs
We recognized
$27,000
of acquisition and transaction costs related to reversal of prior period estimates for obligations settled during the
three months ended
June 30, 2016
. Acquisition and transaction related expenses for the
three months ended
June 30, 2015
of
$0.2 million
were incurred related to the
two
properties acquired during that period with an aggregate purchase price of
$8.5 million
.
Listing Fees
During the
three months ended
June 30, 2016
, the Company did
no
t incur any listing related fees in association with the Listing. During the
three months ended
June 30, 2015
, the Company paid approximately
$18.5 million
in listing related fees in association with the Listing.
Vesting of Class B units
There was no additional expense realized during the
three months ended
June 30, 2016
relating to the vesting of Class B units previously issued to the Advisor for prior asset management services. Vesting of Class B units expense was
$14.5 million
for the
three months ended
June 30, 2015
, relating to the vesting of Class B units previously issued to the Advisor for prior asset management services. The performance condition related to these Class B units was satisfied upon completion of the Listing and on
June 2, 2015
, the Class B units were converted to OP Units on a one-to-one basis.
Change in Fair Value of Listing Note
The Listing Note fair value was zero as of its maturity in January 2016. The change of
$4.4 million
for the
three months ended
June 30, 2015
, represents the valuation change of the Listing Note. The Listing Note measurement was marked-to-market quarterly, with changes in the value recorded in the consolidated statements of operations. The Listing Note measurement ended in January 2016 and no amounts were payable pursuant to its terms. Accordingly, the Listing Note will have no further affect on our operations.
General and Administrative Expense
General and administrative expense of
$1.9 million
for the
three months ended
June 30, 2016
, primarily included board member compensation, directors and officers' liability insurance, and professional fees including audit and taxation services. General and administrative expense for the
three months ended
June 30, 2015
was
$1.9 million
.
Equity Based Compensation
During the
three months ended
June 30, 2016
and
2015
, we recognized
$0.1 million
and
$0.5 million
, respectively, of expense related to equity-based compensation primarily related to the amortization of the OPP and
$0.1 million
related to amortization of restricted shares granted to our independent directors for the
three months ended
June 30, 2016
. During the
three months ended
June 30, 2015
, the amortization of restricted shares were deemed immaterial and were recorded in general administrative expenses.
44
Depreciation and Amortization
Depreciation and amortization expense was
$23.8 million
and
$22.1 million
for the
three months ended
June 30, 2016
and
2015
, respectively. The majority of the portfolio was acquired in 2014. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over the estimated useful lives. The increase is due to our acquisition of
329
properties since inception with an aggregate base purchase price of
$2.6 billion
, as of the respective acquisition dates. The increase in depreciation and amortization is due to a full period of depreciation and amortization on our properties in 2016 compared to only a partial period of depreciation and amortization in 2015 for
22
of our properties acquired in 2015.
Interest Expense
Interest expense was
$10.6 million
and
$7.9 million
for the
three months ended
June 30, 2016
and
2015
, respectively. The increase was primarily related to an increase in average borrowings and additional draws under our credit facility to fund our
2015
property acquisitions. In addition, during
2015
, we encumbered an additional 36 properties via mortgages and we have incurred full quarter interest expense for such financings.
We view a mix of secured and unsecured financing sources as an efficient and accretive means to acquire properties and manage working capital. Our interest expense in future periods will vary based on our level of future borrowings, which will depend on our refinancing needs and our acquisition activity.
Foreign Currency and Interest Rate Impact on Operations
There were minimal realized gains or (losses) on day to day foreign currency fluctuations for the
three months ended
June 30, 2016
and
2015
, reflecting the limited effect of day to day movements in foreign currency exchange rates.
The
gains
of
$3.8 million
and
losses
of
$3.7 million
on derivative instruments for the
three months ended
June 30, 2016
and
2015
, respectively, reflect a marked-to-market impact from foreign currency and interest rate hedge instruments used to protect the investment portfolio from adverse currency and interest rate movements, and was mainly driven by volatility in foreign currencies, particularly the Euro.
The
gains
of
$4.3 million
and
losses
of
$0.5 million
on undesignated foreign currency advances and other hedge ineffectiveness for the
three months ended
June 30, 2016
and
2015
, respectively, relate to the marked-to-market adjustments of slightly over-hedged portion of our European investments.
We had
no
unrealized gains/losses on non-functional foreign currency advances not designated as net investment hedges for the
three months ended
June 30, 2016
. The unrealized losses on non-functional foreign currency advances that were not designated as net investment hedges for the
three months ended
June 30, 2015
were
$11.8 million
. Effective
May 17, 2015
, additional foreign currency advances were designated as net investment hedges.
Income Taxes Expense
We recognize income taxes (expense) benefit for state and local income taxes incurred, if any, including foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit as a result of timing differences in taxes across jurisdictions. Our current income tax expense fluctuates from period to period based primarily on the timing of those taxes. Income taxes expense was
$0.4 million
and
$1.3 million
for the
three months ended
June 30, 2016
, and
2015
, respectively.
Comparison of
Six Months Ended
June 30, 2016
to
Six Months Ended
June 30, 2015
Rental Income
Rental income was
$103.2 million
and
$94.7 million
for the
six months ended
June 30, 2016
and
2015
, respectively. The significant
increase
in rental income was driven primarily by our acquisition of
18
properties since
June 30, 2015
, for an aggregate purchase price of
$0.2 billion
.
Operating Expense Reimbursements
Operating expense reimbursements were
$4.9 million
and
$4.4 million
for the
six months ended
June 30, 2016
and
2015
, respectively. Our lease agreements generally require tenants to pay all property operating expenses, in addition to base rent, however some limited property operating expenses may be absorbed by us. The main exceptions are GSA properties for which certain expenses are not reimbursable by tenants. Operating expense reimbursements primarily reflect insurance costs and real estate taxes incurred by us and subsequently reimbursed by the tenant. The increase over
2015
is largely driven by acquisitions made in the latter part of
2015
.
Property Operating Expenses
Property operating expenses were
$9.2 million
and
$7.4 million
for the
six months ended
June 30, 2016
and
2015
, respectively. These costs primarily relate to insurance on our properties, which are generally reimbursable by the tenants. The increase is primarily driven by our acquisition of
18
properties since
June 30, 2015
, most of which are triple net leases.
45
Operating Fees to Related Parties
Operating fees to related parties were
$9.8 million
and
$5.3 million
for the
six months ended
June 30, 2016
and
2015
, respectively. Operating fees to related parties represent compensation to the Advisor for asset management services as well as property management fees paid to the Service Provider for our European investments. Prior to April 1, 2015, we compensated our Advisor by issuing restricted performance based subordinated participation interests in the OP in the form of Class B units at a price of $9.00 per unit for asset management services. The Class B units converted to OP Units as of the Listing.
Our Service Provider and Property Manager are entitled to fees for the management of our properties. Property management fees are calculated as a percentage of gross revenues. During the
six months ended
June 30, 2016
and
2015
, property management fees were
$1.9 million
and
$2.0 million
, respectively. The Property Manager elected to waive
$1.2 million
and
$1.2 million
of the property management fees for the
six months ended
June 30, 2016
and
2015
, respectively. There was no Incentive Compensation incurred for the
six months ended
June 30, 2016
.
Acquisition and Transaction Related Costs
We recognized
$(0.1) million
of acquisition and transaction costs related to reversal of prior year estimates for obligations settled during the
six months ended
June 30, 2016
. Acquisition and transaction related expenses for the
six months ended
June 30, 2015
of
$1.3 million
were incurred related to the
four
properties acquired during that period with an aggregate purchase price of
$47.2 million
.
Listing Fees
During the
six months ended
June 30, 2016
, we did
no
t incur any listing related fees in association with the Listing. During the
six months ended
June 30, 2015
, we paid approximately
$18.5 million
in listing related fees in association with the Listing.
Vesting of Class B units
There was no additional expense realized during the
six months ended
June 30, 2016
relating to the vesting of Class B units previously issued to the Advisor for prior asset management services. Vesting of Class B units expense was
$14.5 million
for the
six months ended
June 30, 2015
, relating to the vesting of Class B units previously issued to the Advisor for prior asset management services. The performance condition related to these Class B units was satisfied upon completion of the Listing and on
June 2, 2015
, the Class B units were converted to OP Units on a one-to-one basis.
Change in Fair Value of Listing Note
The Listing Note fair value was zero as of its maturity in January 2016. The change of
$4.4 million
for the
six months ended
June 30, 2015
, represents the valuation change of the Listing Note. The Listing Note was marked-to-market quarterly, with changes in the value recorded in the consolidated statements of operations. The Listing Note measurement ended in January 2016 and no amounts were payable pursuant to its terms. Accordingly, the Listing Note will have no further affect on our operations.
General and Administrative Expense
General and administrative expense of
$3.6 million
for the
six months ended
June 30, 2016
, primarily included board member compensation, directors and officers' liability insurance, and professional fees including audit and taxation services. General and administrative expense for the
six months ended
June 30, 2015
was approximately
$3.6 million
.
Equity Based Compensation
During the
six months ended
June 30, 2016
and
2015
, we recognized
$1.1 million
and
$0.5 million
, respectively, of expense related to equity-based compensation primarily related to the amortization of the OPP and
$0.2 million
related to amortization of restricted shares granted to our independent directors for the
six months ended
June 30, 2016
. During the
six months ended
June 30, 2015
, the amortization of restricted shares were deemed immaterial and were recorded in general administrative expenses.
Depreciation and Amortization
Depreciation and amortization expense was
$47.6 million
and
$43.2 million
for the
six months ended
June 30, 2016
and
2015
, respectively. The majority of the portfolio was acquired in 2014. The purchase price of acquired properties is allocated to tangible and identifiable intangible assets and depreciated or amortized over the estimated useful lives. The increase is due our acquisition of
329
properties since inception with an aggregate base purchase price of
$2.6 billion
, as of the respective acquisition dates. The increase in depreciation and amortization is due to a full period of depreciation and amortization on our properties in 2016 compared to only a partial period of depreciation and amortization in 2015 for
22
of our properties acquired in 2015.
Interest Expense
Interest expense was
$21.2 million
and
$15.8 million
for the
six months ended
June 30, 2016
and
2015
, respectively. The increase was primarily related to an increase in average borrowings and additional draws under our credit facility to fund our 2015 property acquisitions. In addition, during
2015
, we encumbered an additional 36 properties via mortgages and we have incurred two quarters interest expense for such financings.
46
We view a mix of secured and unsecured financing sources as an efficient and accretive means to acquire properties and manage working capital. Our interest expense in future periods will vary based on our level of future borrowings, which will depend on our refinancing needs and our acquisition activity.
Foreign Currency and Interest Rate Impact on Operations
There were minimal realized gains or (losses) on day to day foreign currency fluctuations for the
six months ended
June 30, 2016
and
2015
, reflecting the limited effect of day to day movements in foreign currency exchange rates.
The
gains
of
$3.5 million
and
$0.5 million
on derivative instruments for the
six months ended
June 30, 2016
and
2015
, respectively, reflect a marked-to-market impact from foreign currency and interest rate hedge instruments used to protect the investment portfolio from adverse currency and interest rate movements, and was mainly driven by volatility in foreign currencies, particularly the Euro.
The
gains
of
$4.2 million
and
$0.9 million
on undesignated foreign currency advances and other hedge ineffectiveness for the
six months ended
June 30, 2016
and
2015
, respectively, relate to the marked-to-market adjustments of slightly over-hedged portion of our European investments.
We had
no
unrealized gains/losses on non-functional foreign currency advances not designated as net investment hedges for the
six months ended
June 30, 2016
. The unrealized losses on non-functional foreign currency advances that were not designated as net investment hedges for the
six months ended
June 30, 2015
were
$2.9 million
. Effective
May 17, 2015
, additional foreign currency advances were designated as net investment hedges.
Income Taxes Expense
We recognize income taxes (expense) benefit for state and local income taxes incurred, if any, including foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit as a result of timing differences in taxes across jurisdictions. Our current income tax expense fluctuates from period to period based primarily on the timing of those taxes. Income taxes expense was
$1.0 million
and
$2.9 million
for the
three months ended
June 30, 2016
, and
2015
, respectively.
Cash Flows for
Six Months Ended
June 30, 2016
During the
six months ended
June 30, 2016
, net cash provided by operating activities was
$59.9 million
. The level of cash flows provided by operating activities is driven by rental income received, operating fees to related parties paid for asset management fees and the amount of interest payments on outstanding borrowings. Cash flows used in operating activities during the
six months ended
June 30, 2016
reflect a net income of
$22.5 million
adjusted for non-cash items of
$47.7 million
(primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage premium, amortization of above/below-market lease and ground lease assets and liabilities, unbilled straight line rent and equity based compensation) and working capital items of
$5.6 million
.
Net cash used in investing activities during the
six months ended
June 30, 2016
was
$0.2 million
.
Net cash used in financing activities of
$87.4 million
during the
six months ended
June 30, 2016
related to net advances from related parties of
$0.4 million
, partially offset by repayments on credit facility of
$26.7 million
, mortgage notes payable of
$0.4 million
. Other payments included dividends to stockholders of
$60.0 million
and distributions to non-controlling interest holders of
$1.3 million
.
Cash Flows for the
Six Months Ended
June 30, 2015
During the
six months ended
June 30, 2015
, net cash provided by operating activities was
$44.4 million
. The level of cash flows provided by operating activities is driven by the volume of acquisition activity, related rental income received, vesting of asset management fees in the form of Class B units, and the amount of interest payments on outstanding borrowings. Cash flows provided by operating activities during the
six months ended
June 30, 2015
also included
$1.3 million
of acquisition and transaction related costs.
Net cash used in investing activities during the
six months ended
June 30, 2015
of
$38.8 million
, primarily related to our acquisition of
four
properties with an aggregate base purchase price of
$47.2 million
, which were partially funded with borrowings under our credit facility.
Net cash used in financing activities of
$18.8 million
during the
six months ended
June 30, 2015
related to proceeds, net of receivables, from the issuance of Common Stock of
$0.3 million
, borrowings under credit facility of
$251.6 million
and net advances from related parties of
$1.9 million
, partially offset by Common Stock repurchases of
$2.2 million
and repayments on credit facility of
$295.0 million
and dividends to stockholders of
$37.8 million
.
Liquidity and Capital Resources
As of
June 30, 2016
, we had cash and cash equivalents of
$40.5 million
. Principal future demands on cash and cash equivalents will include the purchase of additional properties or other investments in accordance with our investment strategy, payment of related acquisition costs, improvement costs, the payment of our operating and administrative expenses, continuing debt service obligations and dividends to our stockholders. Management expects that operating income from our properties should cover operating expenses and the payment of our monthly dividend.
Generally, we fund our acquisitions through a combination of cash and cash equivalents and mortgage or other debt, but we also may acquire assets free and clear of permanent mortgage or other indebtedness. See
Note 5
— Mortgage Notes Payable to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion. Other potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from future offerings, proceeds from the sale of properties and undistributed funds from operations, if any.
As of
June 30, 2016
, we have a revolving credit facility that currently permits us to borrow up to
$740.0 million
. The initial maturity date of the credit facility was July 25, 2016. On
July 25, 2016
, we extended the maturity date of the credit facility to
July 25, 2017
, with an additional
one
-year extension option remaining, for an extension fee of
$1.5 million
, subject to certain conditions. See
Note 4
— Revolving Credit Facility to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion of the terms and conditions of this facility.
As of
June 30, 2016
, total outstanding advances under the credit facility were
$673.7 million
. The unused borrowing capacity, based on the value of the borrowing base properties as of
June 30, 2016
was
$66.3 million
.
As of
June 30, 2016
, we had secured gross mortgage notes payable and mortgage premium of
$513.8 million
and outstanding advances under our credit facility of
$673.7 million
. Our debt leverage ratio was
45.1%
(total debt as a percentage of total purchase price of real estate investments, based on the exchange rate at the time of purchase) as of
June 30, 2016
.
As more fully discussed in Note 14 to our consolidated financial statements, on August 8, 2016, we entered into the Merger Agreement with Global Trust II, and entered into a $150.0 million bridge facility commitment letter to be utilized for the transaction.
Loan Obligations
Our loan obligations generally require principal and interest amounts to be paid monthly or quarterly with all unpaid principal and interest due at maturity. Our loan agreements stipulate compliance with specific reporting covenants. As of
June 30, 2016
, we were in compliance with the debt covenants under our loan agreements.
Our Advisor may, with approval from our independent board of directors, seek to borrow short-term capital that, combined with secured mortgage financing, exceeds our targeted leverage ratio. Such short-term borrowings may be obtained from third-parties on a case-by-case basis as acquisition opportunities present themselves.
On
April 7, 2015
, our board of directors approved the termination of our Share Repurchase Program (“SRP”). We processed all of the requests received under the SRP in the first quarter of 2015 and will not process further requests.
The following table reflects the cumulative number of common shares repurchased as of
December 31, 2015
and as of and for the
six months ended
June 30, 2016
:
|
Number of Shares Repurchased
|
Weighted Average Price per Share
|
||||||
|
Cumulative repurchases as of December 31, 2015
|
12,139,854
|
|
$
|
10.49
|
|
||
|
Redemptions
|
—
|
|
—
|
|
|||
|
Cumulative repurchases as of June 30, 2016
|
12,139,854
|
|
$
|
10.49
|
|
||
In addition, in April 2015 we suspended our DRIP and terminated our SRP.
Acquisitions
In connection with our financings, our Advisor previously received a financing coordination fee equal to 0.75% of the amount made available or outstanding under such financing, subject to certain limitations.
Non-GAAP Financial Measures
This section includes non-GAAP financial measures, including Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations. A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income, is provided below.
47
Funds from Operations, Core Funds from Operations and Adjusted Funds from Operations
Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a measure known as funds from operations ("FFO"), which we believe to be an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under accounting principles generally accepted in the United States ("GAAP").
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004 (the "White Paper"). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property but including asset impairment writedowns, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. 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, especially if not adequately maintained or repaired and renovated as required by relevant circumstances or as requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, because real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, 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. However, FFO, core funds from operations ("Core FFO") and adjusted funds from operations (“AFFO”), as described below, 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 FFO, Core FFO and AFFO measures and the adjustments to GAAP in calculating FFO, Core FFO and AFFO. Other REITs may not define FFO in accordance with the current NAREIT definition (as we do) or may interpret the current NAREIT definition differently than we do and/or calculate Core FFO and/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.
We consider FFO, Core FFO and AFFO useful indicators of our performance. Because FFO calculations exclude such factors as depreciation and amortization of real estate assets and gains or losses 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 facilitates comparisons of operating performance between periods and between other REITs in our peer group.
Changes in the accounting and reporting promulgations under GAAP (for acquisition fees and expenses from a capitalization/depreciation model to an expensed-as-incurred model) that were put into effect in 2009 and other changes to GAAP accounting for real estate subsequent to the establishment of NAREIT's definition of FFO have prompted an increase in cash-settled expenses, specifically acquisition fees and expenses for all industries as items that are expensed under GAAP, that are typically accounted for as operating expenses.
Core FFO is FFO, excluding acquisition and transaction related costs as well as certain other costs that are considered to be non-core, such as charges relating to the Listing Note and listing related fees. The purchase of properties, and the corresponding expenses associated with that process, is a key operational feature of our 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 operations derived from the investment. By excluding expensed acquisition and transaction related 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.
48
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 that are not a fundamental attribute of our business plan. These items include unrealized gains and losses, which may not ultimately be realized, such as gains or losses on derivative instruments, gains and losses on foreign currency transactions, gains or losses on contingent valuation rights, gains and losses on investments and early extinguishment of debt. 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 no cash impact and do not provide liquidity to the company or require capital resources of the company. By providing AFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our ongoing operating performance without the impacts of transactions that are not related to the ongoing profitability of our portfolio of properties. We also believe that AFFO is a recognized measure of sustainable operating performance by the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies that are not making a significant number of acquisitions. Investors are cautioned that AFFO should only be used to assess the sustainability of our operating performance excluding these activities, as it excludes certain costs that have a negative effect on our operating performance during the periods in which these costs are incurred.
In calculating AFFO, we exclude certain expenses, which under GAAP are characterized as operating expenses in determining operating net income. These expenses are paid in cash by us, and therefore such funds will not be available to distribute to investors. All paid and accrued acquisition and other transaction related fees and expenses and certain other expenses that negatively impact our operating performance during the period in which expenses are incurred or properties are acquired will also have negative effects on returns to investors, the ability to fund dividends or distributions in the future, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the property and certain other expenses. AFFO that excludes such costs and expenses would only be comparable to companies that did not have such activities. Further, under GAAP, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to net income in determining cash flow from operating activities. In addition, we view fair value adjustments as items which are unrealized and may not ultimately be realized. We view both gains and losses from fair value adjustments as items which are 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 the operating performance of the properties. 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 gains or losses, we believe AFFO provides useful supplemental information.
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 performance including relative to our peers and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.
49
The table below reflects the items deducted or added to net income (loss) attributable to stockholders in our calculation of FFO, Core FFO and AFFO for the periods indicated. We previously disclosed FFO and modified funds from operations as Non-GAAP measures. Prior periods have been recast based on the Non-GAAP Financial Measurements presented. Management believes these Non-GAAP measures are more meaningful to the users of our financial statements given our Listing.
|
Three Months Ended
|
Six Months Ended
|
|||||||
|
(In thousands)
|
June 30, 2016
|
June 30, 2016
|
||||||
|
Net income attributable to stockholders (in accordance with GAAP)
|
$
|
15,763
|
|
$
|
22,251
|
|
||
|
Depreciation and amortization
|
23,812
|
|
47,568
|
|
||||
|
Proportionate share of adjustments for non-controlling interest to arrive at FFO
|
(252
|
)
|
(504
|
)
|
||||
|
FFO (as defined by NAREIT) attributable to stockholders
|
39,323
|
|
69,315
|
|
||||
|
Acquisition and transaction fees
|
27
|
|
(102
|
)
|
||||
|
Proportionate share of adjustments for non-controlling interest to arrive at Core FFO
|
—
|
|
1
|
|
||||
|
Core FFO attributable to stockholders
|
39,350
|
|
69,214
|
|
||||
|
Non-cash equity based compensation
|
70
|
|
1,114
|
|
||||
|
Non-cash portion of interest expense
|
2,400
|
|
4,818
|
|
||||
|
Straight-line rent
|
(2,722
|
)
|
(5,523
|
)
|
||||
|
Amortization of above- and below- market leases and ground lease assets and liabilities, net
|
(27
|
)
|
(11
|
)
|
||||
|
Eliminate unrealized gains on foreign currency transactions
(1)
|
(2,347
|
)
|
(538
|
)
|
||||
|
Unrealized gains on undesignated foreign currency advances and other hedge ineffectiveness
|
(4,252
|
)
|
(4,154
|
)
|
||||
|
Amortization of mortgage premium
|
(119
|
)
|
(240
|
)
|
||||
|
Proportionate share of adjustments for non-controlling interest to arrive at AFFO
|
74
|
|
48
|
|
||||
|
AFFO attributable to stockholders
|
$
|
32,427
|
|
$
|
64,728
|
|
||
|
Summary
|
||||||||
|
FFO (as defined by NAREIT) attributable to stockholders
|
$
|
39,323
|
|
$
|
69,315
|
|
||
|
Core FFO attributable to stockholders
|
$
|
39,350
|
|
$
|
69,214
|
|
||
|
AFFO attributable to stockholders
|
$
|
32,427
|
|
$
|
64,728
|
|
||
______________________________
|
(1)
|
For the three months ended March 31, 2016, losses on foreign currency transactions were $0.3 million which were comprised of unrealized losses of $1.8 million offset by realized gains of $1.5 million. For the
six months ended
June 30, 2016
, gains on foreign currency transactions were
$3.4 million
, comprised of unrealized gains of
$0.5 million
and realized gains of
$2.9 million
. For AFFO purposes, we add back unrealized losses.
|
Dividends
We pay dividends on the 15th day of each month at a rate of
$0.059166667
per share to stockholders of record as of close of business on the 8th day of such month.
The amount of dividends payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including funds available for dividends, our financial condition, capital expenditure requirements, as applicable, requirements of Maryland law and annual distribution requirements needed to maintain our status as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Dividend payments are dependent on the availability of funds. Our board of directors may alter the amount of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured. There is no assurance that we will continue to declare dividends at this rate.
During the
six months ended
June 30, 2016
, dividends paid to common stockholders were
$61.4 million
, inclusive of
$1.3 million
of distributions paid for OP Units and LTIP Units. During the
six months ended
June 30, 2016
, cash used to pay dividends was generated from cash flows from operations and cash available on hand.
50
The following table shows the sources for the payment of dividends to common stockholders for the period indicated:
|
Three Months Ended
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||
|
March 31, 2016
|
June 30, 2016
|
||||||||||||||||||||
|
(In thousands)
|
Percentage of Dividends
|
Percentage of Dividends
|
Percentage of Dividends
|
||||||||||||||||||
|
Dividends:
|
|||||||||||||||||||||
|
Dividends to stockholders in cash
|
$
|
30,020
|
|
$
|
30,019
|
|
$
|
60,039
|
|
||||||||||||
|
Other
(1)
|
857
|
|
487
|
|
1,344
|
|
|||||||||||||||
|
Total dividends
|
$
|
30,877
|
|
$
|
30,506
|
|
$
|
61,383
|
|
||||||||||||
|
Source of dividend coverage:
|
|||||||||||||||||||||
|
Cash flows provided by operations
|
$
|
28,130
|
|
91.1
|
%
|
$
|
30,506
|
|
100.0
|
%
|
$
|
58,636
|
|
95.5
|
%
|
||||||
|
Available cash on hand
|
2,747
|
|
8.9
|
%
|
—
|
|
—
|
%
|
2,747
|
|
4.5
|
%
|
|||||||||
|
Total sources of dividend coverage
|
$
|
30,877
|
|
100.0
|
%
|
$
|
30,506
|
|
100.0
|
%
|
$
|
61,383
|
|
100.0
|
%
|
||||||
|
Cash flows provided by operations (GAAP basis)
|
$
|
28,130
|
|
$
|
31,783
|
|
$
|
59,913
|
|
||||||||||||
|
Net income attributable to stockholders (in accordance with GAAP)
|
$
|
6,488
|
|
$
|
15,763
|
|
$
|
22,251
|
|
||||||||||||
|
(1)
|
Includes distributions paid of
$0.6 million
for the OP Units and
$0.7 million
to the participating LTIP Units during the
three and six months ended
June 30, 2016
.
|
The following table compares cumulative dividends paid to cumulative net loss (in accordance with GAAP) for the period from July 13, 2011 (date of inception) through
June 30, 2016
:
|
For the Period from
July 13, 2011 (date of inception) to |
||||
|
(In thousands)
|
June 30, 2016
|
|||
|
Dividends paid:
|
|
|||
|
Common stockholders
(1)
|
$
|
269,754
|
|
|
|
Vested restricted stockholders in cash
|
20
|
|
||
|
Other
(2)
|
1,986
|
|
||
|
Total dividends paid
|
$
|
271,760
|
|
|
|
|
|
|
||
|
Reconciliation of net loss:
|
|
|
||
|
Revenues
|
$
|
410,846
|
|
|
|
Acquisition and transaction-related expenses
|
(97,422
|
)
|
||
|
Listing fees
|
(18,653
|
)
|
||
|
Vesting of Class B units
|
(14,480
|
)
|
||
|
Equity based compensation
|
(3,459
|
)
|
||
|
Depreciation and amortization
|
(180,158
|
)
|
||
|
Other operating expenses
|
(76,479
|
)
|
||
|
Income tax benefit (expense)
|
(5,438
|
)
|
||
|
Other non-operating expense
|
(55,294
|
)
|
||
|
Non-controlling interest
|
(289
|
)
|
||
|
Net loss attributable to stockholders (in accordance with GAAP)
(3)
|
$
|
(40,826
|
)
|
|
______________________________
|
(1)
|
For the period from July 13, 2011 (date of inception) through
June 30, 2016
, we received
$74.8 million
of proceeds from Common Stock issued under the DRIP.
|
|
(2)
|
Includes distributions paid of
$0.6 million
for the OP Units and
$0.7 million
to the participating LTIP Units during the
six months ended
June 30, 2016
.
|
|
(3)
|
Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense as well as costs incurred relating to acquisitions and related transactions.
|
51
Foreign Currency Translation
Our reporting currency is the U.S. dollar. The functional currency of our foreign investments is the applicable local currency for each foreign location in which we invest. Assets and liabilities in these foreign locations (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. The amounts reported in the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in the consolidated statement of changes in equity.
Contractual Obligations
The following table presents our estimated future payments under contractual obligations at
June 30, 2016
and the effect these obligations are expected to have on our liquidity and cash flow in the specified future periods:
|
(In thousands)
|
Total
|
Less than 1 Year
|
1-3 Years
|
3-5 Years
|
More than 5 Years
|
|||||||||||||||
|
Principal on mortgage notes payable
|
$
|
513,318
|
|
$
|
22,142
|
|
$
|
162,923
|
|
$
|
312,149
|
|
$
|
16,104
|
|
|||||
|
Interest on mortgage notes payable
(1)
|
52,042
|
|
15,513
|
|
25,894
|
|
10,565
|
|
70
|
|
||||||||||
|
Principal on credit facility
(2)
|
673,674
|
|
—
|
|
673,674
|
|
—
|
|
—
|
|
||||||||||
|
Interest on credit facility
(1)
|
16,259
|
|
15,217
|
|
1,042
|
|
—
|
|
—
|
|
||||||||||
|
Operating ground lease rental payments due
|
49,310
|
|
1,330
|
|
2,661
|
|
2,661
|
|
42,658
|
|
||||||||||
|
Total
(3) (4)
|
$
|
1,304,603
|
|
$
|
54,202
|
|
$
|
866,194
|
|
$
|
325,375
|
|
$
|
58,832
|
|
|||||
_________________________
|
(1)
|
Based on interest rates at
June 30, 2016
.
|
|
(2)
|
The initial maturity date of the credit facility was July 25, 2016 with two one-year extension options. Subsequent to
June 30, 2016
, we extended the maturity date of the credit facility to
July 25, 2017
with an additional one-year extension option remaining, subject to certain conditions.
|
|
(3)
|
Amounts in the table above that relate to our foreign operations are based on the exchange rate of the local currencies at
June 30, 2016
, which consisted primarily of the Euro and British Pounds. At
June 30, 2016
, we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.
|
|
(4)
|
Derivative payments are not included in this table due to the uncertainty of the timing and amounts of payments. Additionally, as derivatives can be settled at any point in time, they are generally not considered long-term in nature.
|
Credit Facility
On
July 25, 2013
, we through the OP, entered into a credit facility (the "Credit Facility"). The Credit Facility has been amended at various times, and maximum borrowings have increased to
$740.0 million
, with the most recent increase being on August 24, 2015. We had
$673.7 million
and
$717.3 million
outstanding under the Credit Facility as of
June 30, 2016
and
December 31, 2015
, respectively.
A portion of foreign currency draws under the Credit Facility are designated as net investment hedges of our investments during the periods reflected in the consolidated statements of operations. See
Note 7
— Derivatives and Hedging Activities to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.
Election as a REIT
We qualified to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2013. Commencing with such taxable year, we were organized and operate in such a manner as to qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that we will operate in a manner so as to remain qualified as a REIT for U.S. federal income tax purposes. In order to continue to qualify for taxation as a REIT, we must, among other things, distribute annually at least 90% of our REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if we continue to qualify for taxation as a REIT, we may be subject to certain federal, state, local and foreign taxes on our income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease our earnings and our available cash.
In addition, our international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted.
52
Inflation
We may be adversely impacted by inflation on any leases that do not contain indexed escalation provisions. In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation.
Related-Party Transactions and Agreements
We have entered into agreements with affiliates of our Sponsor, whereby we have paid or may in the future pay certain fees or reimbursements to our Advisor or its affiliates and entities under common ownership with our Advisor in connection with items such as acquisition and financing activities, transfer agency services, asset and property management services and reimbursement of operating and offering related costs. The predecessor to AR Global is a party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager (“RCS Advisory”), pursuant to which RCS Advisory and its affiliates provided us and certain other companies sponsored by AR Global with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to AR Global instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory. We were party to a transfer agency agreement with ANST, pursuant to which ANST provided us with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by a third-party transfer agent. AR Global received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. See
Note 10
— Related Party Transactions
to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the various related party transactions, agreements and fees.
In addition, the limited partnership agreement of the OP was amended as of December 31, 2013 to allow the special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million to our Advisor, a limited partner of the OP. In connection with this special allocation, our Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP. Our Advisor is directly or indirectly controlled by certain officers and directors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as of
June 30, 2016
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors other than our future obligations under nonconcealable operating ground leases (see
Note 9
— Commitments and Contingencies and Contractual Obligations for details).
Market Risk
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. The primary risks to which we are exposed are interest rate risk and foreign currency exchange risk, and we are also exposed to further market risk as a result of concentrations of tenants in certain industries and/or geographic regions. Adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio, and in our investment decisions we attempt to diversify our portfolio so that we are not overexposed to a particular industry or geographic region.
Generally, we do not use derivative instruments to hedge credit risks or for speculative purposes. However, from time to time, we may enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures.
Interest Rate Risk
The values of our real estate and related fixed-rate debt obligations are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, all of which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled, if we do not choose to repay the debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the fair value of our owned and managed assets to decrease, which would create lower revenues from managed assets and lower investment performance for the Managed REITs. Increases in interest rates may also have an impact on the credit profile of certain tenants.
53
We are exposed to the impact of interest rate changes primarily through our borrowing activities. We obtained, and may in the future obtain, variable-rate, non-recourse mortgage loans, and as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with lenders. Interest rate swap agreements effectively convert the variable-rate debt service obligations of the loan to a fixed rate, while interest rate cap agreements limit the underlying interest rate from exceeding a specified strike rate. Interest rate swaps are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flows over a specific period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. The face amount on which the swaps or caps are based is not exchanged. Our objective in using these derivatives is to limit our exposure to interest rate movements. At
June 30, 2016
, we estimated that the total fair value of our interest rate swaps, which are included in Derivatives, at fair value in the consolidated financial statements, was in a net
liability
position of
$17.2 million
(
Note 6
— Fair Value of Financial Instruments).
As of
June 30, 2016
, our total consolidated debt included borrowings under our Credit Facility and secured mortgage financings, with a total carrying value of
$1.2 billion
and a total estimated fair value of
$1.2 billion
and a weighted average effective interest rate per annum of
2.6%
. At
June 30, 2016
, a significant portion (approximately
63.7%
) of our debt either bore interest at fixed rates or were swapped or capped to a fixed rate. The annual interest rates on our fixed-rate debt at
June 30, 2016
ranged from 1.6% to 6.3%. The contractual annual interest rates on our variable-rate debt at
June 30, 2016
ranged from 1.9% to 2.5%. Our debt obligations are more fully described in
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations above.
The following table presents future principal cash flows based upon expected maturity dates of our debt obligations outstanding at
June 30, 2016
:
|
(In thousands)
|
Fixed-rate debt
(1)
|
Variable-rate debt
(1)
|
Total Debt
|
|||||||||
|
2016 (remainder)
|
(2)
|
$
|
—
|
|
(2)
|
$
|
—
|
|
$
|
—
|
|
|
|
2017
|
352,178
|
|
344,346
|
|
696,524
|
|
||||||
|
2018
|
27,784
|
|
52,800
|
|
80,584
|
|
||||||
|
2019
|
185,323
|
|
—
|
|
185,323
|
|
||||||
|
2020
|
173,177
|
|
33,550
|
|
206,727
|
|
||||||
|
2021
|
17,834
|
|
—
|
|
17,834
|
|
||||||
|
Thereafter
|
—
|
|
—
|
|
—
|
|
||||||
|
Total
|
$
|
756,296
|
|
$
|
430,696
|
|
$
|
1,186,992
|
|
|||
_________________________
|
(1)
|
Amounts are based on the exchange rate at
June 30, 2016
, as applicable.
|
|
(2)
|
The initial maturity date of the Credit Facility was July 25, 2016 with two one-year extension options. Subsequent to
June 30, 2016
, we extended the maturity date of the Credit Facility to
July 25, 2017
with an additional one-year extension option remaining, subject to certain conditions.
|
The estimated fair value of our fixed-rate debt and our variable-rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps is affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of this debt at
June 30, 2016
by an aggregate increase of
$1.9 million
or an aggregate decrease of
$4.0 million
, respectively.
Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at
June 30, 2016
would increase or decrease by
$4.3 million
and
$1.2 million
, respectively for each respective 1% change in annual interest rates.
54
Foreign Currency Exchange Rate Risk
We own foreign investments, primarily in Europe and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the Euro and the British pound sterling which may affect future costs and cash flows. We generally manage foreign currency exchange rate movements by placing our debt service obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to the net cash flow from that investment. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar, and are adversely affected by a stronger U.S. dollar, relative to the foreign currency.
The Company has designated all current foreign currency draws as net investment hedges to the extent of the Company’s net investment in foreign subsidiaries. To the extent foreign draws in each currency exceed the net investment, the Company reflects the effects of changes in currency on such excess in earnings. As of
June 30, 2016
, the Company had draws of
£36.5 million
and
€35.2 million
in excess of its net investments (
Note 7
— Derivatives and Hedging Activities).
We enter into foreign currency forward contracts to hedge certain of our foreign currency cash flow exposures. A foreign currency forward contract is a commitment to deliver a certain amount of foreign currency at a certain price on a specific date in the future. The total estimated fair value of our foreign currency forward contracts, which are included in derivatives, at fair value in the consolidated balance sheets, was in a net
asset
position of
$4.0 million
at
June 30, 2016
(
Note 6
— Fair Value of Financial Instruments). We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. To the extent that currency fluctuations increase or decrease rental revenues as translated to U.S. dollars, the change in debt service, as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates.
Scheduled future minimum rents, exclusive of renewals, under non-cancelable operating leases, for our foreign operations as of
June 30, 2016
, during each of the next five calendar years and thereafter, are as follows:
|
Future Minimum Base Rent Payments
(1)
|
||||||||||||
|
(In thousands)
|
Euro
|
British pound sterling
|
Total
|
|||||||||
|
2016 (remainder)
|
$
|
20,278
|
|
$
|
16,160
|
|
$
|
36,438
|
|
|||
|
2017
|
40,797
|
|
33,976
|
|
74,773
|
|
||||||
|
2018
|
41,099
|
|
34,665
|
|
75,764
|
|
||||||
|
2019
|
41,404
|
|
35,326
|
|
76,730
|
|
||||||
|
2020
|
41,688
|
|
35,965
|
|
77,653
|
|
||||||
|
2021
|
41,956
|
|
36,637
|
|
78,593
|
|
||||||
|
Thereafter
|
196,949
|
|
239,017
|
|
435,966
|
|
||||||
|
Total
|
$
|
424,171
|
|
$
|
431,746
|
|
$
|
855,917
|
|
|||
|
(1)
|
Based on the exchange rate as of
June 30, 2016
.
|
55
Scheduled debt service payments (principal) for mortgage notes payable for our foreign operations as of
June 30, 2016
, during each of the next five calendar years and thereafter, are as follows:
|
Future Debt Service Payments
(1) (2)
|
||||||||||||
|
Mortgage Notes Payable
|
||||||||||||
|
(In thousands)
|
Euro
|
British pound sterling
|
Total
|
|||||||||
|
2016 (remainder)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
2017
|
—
|
|
1,018
|
|
1,018
|
|
||||||
|
2018
|
—
|
|
27,784
|
|
27,784
|
|
||||||
|
2019
|
121,443
|
|
63,880
|
|
185,323
|
|
||||||
|
2020
|
63,715
|
|
109,462
|
|
173,177
|
|
||||||
|
2021
|
—
|
|
—
|
|
—
|
|
||||||
|
Thereafter
|
—
|
|
—
|
|
—
|
|
||||||
|
Total
|
$
|
185,158
|
|
$
|
202,144
|
|
$
|
387,302
|
|
|||
|
Future Debt Service Payments
(1) (2)
|
||||||||||||
|
Credit Facility
(3)
|
||||||||||||
|
(In thousands)
|
Euro
|
British pound sterling
|
Total
|
|||||||||
|
2016 (remainder)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
2017
|
320,315
|
|
207,909
|
|
528,224
|
|
||||||
|
2018
|
—
|
|
—
|
|
—
|
|
||||||
|
2019
|
—
|
|
—
|
|
—
|
|
||||||
|
2020
|
—
|
|
—
|
|
—
|
|
||||||
|
2021
|
—
|
|
—
|
|
—
|
|
||||||
|
Thereafter
|
—
|
|
—
|
|
—
|
|
||||||
|
Total
|
$
|
320,315
|
|
$
|
207,909
|
|
$
|
528,224
|
|
|||
|
(1)
|
Based on the exchange rate as of
June 30, 2016
. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.
|
|
(2)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at
June 30, 2016
.
|
|
(3)
|
The initial maturity of our Credit Facility was July 25, 2016 with two one-year extension options. Subsequent to
June 30, 2016
, we extended the maturity date of the Credit Facility to
July 25, 2017
with an additional one-year extension option remaining, subject to certain conditions (
Note 4
— Revolving Credit Facility). Borrowings under our Credit Facility in foreign currencies are designated and effective as economic hedges of our net investments in foreign entities (
Note 7
— Derivatives and Hedging Activities).
|
We currently anticipate that, by their respective due dates, we will have repaid or refinanced certain of these loans, but there can be no assurance that we will be able to refinance these loans on favorable terms, if at all. If refinancing has not occurred, we would expect to use our cash resources, including unused capacity on our Credit Facility, to make these payments, if necessary.
Concentration of Credit Risk
Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized rental income as of
June 30, 2016
, in certain areas. See
Item 2.
Properties in this Quarterly Report on Form 10-Q for further discussion on distribution across countries and industries.
Based on original purchase price, the majority of our properties are located in the U.S. (
60.4%
) and
39.6%
are in Europe. The majority of our directly owned real estate properties and related loans are located in the United States and the Commonwealth of Puerto Rico (
61.6%
) and the remaining are in Finland (
7.1%
), Germany (
9.3%
), The Netherlands (
4.3%
) and United Kingdom (
17.6%
) of our annualized rental income at
June 30, 2016
. No individual tenant accounted for more than 10% of our annualized rental income at
June 30, 2016
. At
June 30, 2016
, our directly owned real estate properties contain significant concentrations in the following asset types: office (
54%
), industrial/distribution (
30%
), retail (
15%
) and other (
1%
).
56
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
During the quarter ended
June 30, 2016
, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
57
None.
As of the end of the period covered by this Quarterly Report on Form 10-Q, we are not a party to any material pending legal proceedings.
Our potential risks and uncertainties are presented in the section entitled "Risk Factors", contained in the Annual Report on Form 10-K for the year ended
December 31, 2015
. There have been no material changes from these risk factors, except for the items described below.
The United Kingdom’s departure from the European Union could adversely affect market rental rates and commercial real estate values in the United Kingdom and Europe, and may, among other things, adversely affect our ability to secure debt financing and service future debt obligations.
The United Kingdom held a non binding referendum on June 23, 2016 in which a majority of voters voted to exit the European Union. Negotiations are expected to commence to determine the future terms of the United Kingdom’s relationship with the European Union, including, among other things, the terms of trade between the United Kingdom and the European Union. If the United Kingdom exits the European Union, the effects will depend on any agreements the United Kingdom makes to retain access to European Union markets either during a transitional period or more permanently. The Brexit vote may:
|
•
|
adversely affect European and worldwide economic and market conditions;
|
|
•
|
adversely affect commercial property market rental rates in the United Kingdom and continental Europe, which could impair our ability to pay dividends to our stockholders;
|
|
•
|
adversely affect commercial property market values in the United Kingdom and continental Europe;
|
|
•
|
adversely affect the availability of financing for commercial properties in the United Kingdom and continental Europe, which could impair our ability to acquire properties and may reduce the price for which we are able to sell properties we have acquired; and
|
|
•
|
create further instability in global financial and foreign exchange markets, including volatility in the value of the sterling and euro.
|
Each of these effects may occur regardless of whether the United Kingdom departs from the European Union because the capital and credit markets are subject to volatility and disruption. A decline in economic conditions could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our portfolio, which could, among other things, adversely affect our business and financial condition.
Dividends paid from sources other than our cash flows from operations, particularly from proceeds of our IPO, will result in us having fewer funds available for the acquisition of properties and other real estate-related investments and may dilute your interests in us, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect your overall return.
Our cash flows provided by operations were
$59.9 million
for the
six months ended
June 30, 2016
. During the
six months ended
June 30, 2016
, we paid dividends of
$61.4 million
, inclusive of
$1.3 million
of distributions paid for OP Units and LTIP Units, or
95.5%
, which was funded from cash flows from operations. Using offering proceeds to pay dividends, especially if the dividends are not reinvested through our DRIP, reduces cash available for investment in assets and other purposes and reduces our per share stockholder equity. We may continue to use the net offering proceeds to fund dividends.
If we do not generate sufficient cash flows from our operations to fund dividends, we may have to reduce or suspend dividend payments, or pay dividends from other sources, such as from borrowings, the sale of additional securities, advances from our Advisor, and/or our Advisor's deferral, suspension and/or waiver of its fees and expense reimbursements. Moreover, our board of directors may change our dividend policy, in its sole discretion, at any time.
58
The trading price of our Common Stock has been volatile and may fluctuate.
The trading price of our Common Stock has been volatile and may continue to fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of our Common Stock. Among the factors that could affect the price of our common stock are:
|
•
|
our financial condition and performance;
|
|
•
|
the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
|
|
•
|
actual or anticipated quarterly fluctuations in our operating results and financial condition;
|
|
•
|
our dividend policy;
|
|
•
|
the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;
|
|
•
|
our reputation and the reputation of our Sponsor and its affiliates;
|
|
•
|
uncertainty and volatility in the equity and credit markets;
|
|
•
|
fluctuations in interest rates;
|
|
•
|
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
|
|
•
|
failure to meet analysts’ revenue or earnings estimates;
|
|
•
|
speculation in the press or investment community;
|
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructurings;
|
|
•
|
the extent of institutional investor interest in us;
|
|
•
|
the extent of short-selling of our Common Stock and the shares of our competitors;
|
|
•
|
fluctuations in the stock price and operating results of our competitors;
|
|
•
|
general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;
|
|
•
|
domestic and international economic factors unrelated to our performance; and
|
|
•
|
all other risk factors addressed in our Annual Report on the Form 10-K and above in this Quarterly Report on Form 10-Q.
|
A significant decline in our stock price could result in substantial losses for our stockholders.
Recent Sale of Unregistered Securities
There were no recent sales of unregistered securities.
We have used and may continue to use net proceeds from our IPO to fund a portion of our dividends. See
Dividends
in "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Distributions" for further discussion.
Purchases of Equity Securities by the Issuer and Related Purchasers
There were no recent repurchases of our equity securities.
None.
Not applicable.
Item
5. Other Information.
Not applicable.
59
Item
6. Exhibits.
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.
60
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Global Net Lease, Inc.
|
|
|
|
By:
|
/s/ Scott J. Bowman
|
|
|
|
Scott J. Bowman
|
|
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
By:
|
/s/ Timothy Salvemini
|
|
|
|
Timothy Salvemini
|
|
|
|
Chief Financial Officer, Treasurer, and Secretary
(Principal Financial Officer and Principal Accounting Officer) |
|
Dated:
August 8, 2016
61
EXHIBITS INDEX
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended
June 30, 2016
(and are numbered in accordance with Item 601 of Regulation S-K).
|
Exhibit No.
|
Description
|
|
|
2.1
(1)
|
Agreement and Plan of Merger, dated as of August 8, 2016, among Global Net Lease, Inc., American Realty Capital Global Trust II, Inc., Mayflower Acquisition, LLC, Global Net Lease Operating Partnership, L.P. and American Realty Capital Global Trust II Operating Partnership, L.P.
|
|
|
10.45 *
|
Omnibus Amendment and Reaffirmation dated as of July 25, 2016, among the Company, Global Net Lease Operating Partnership, L.P., ARC Global Holdco LLC, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A.
|
|
|
10.46 *
|
Form of Restricted Stock Unit Award Agreement
|
|
|
31.1 *
|
|
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2 *
|
|
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32 *
|
|
Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101 *
|
XBRL (eXtensible Business Reporting Language). The following materials from Global Net Lease, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) the Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2015, (iv) the Consolidated Statement of Changes in Equity for the six months ended June 30, 2016, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (vi) the Notes to the Consolidated Financial Statements.
|
|
_________________________________________
|
*
|
Filed herewith
|
(1)
Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 8, 2016.
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 OrganizationNote 2 Summary Of Significant Accounting PoliciesNote 3 Real Estate InvestmentsNote 4 Revolving Credit FacilityNote 5 Mortgage Notes PayableNote 6 Fair Value Of Financial InstrumentsNote 7 Derivatives and Hedging ActivitiesNote 8 Common StockNote 9 Commitments and ContingenciesNote 10 Related Party TransactionsNote 11 Economic DependencyNote 12 Share-based CompensationNote 13 Earnings Per ShareNote 14 Subsequent EventsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Of Registered SecuritiesItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits