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Global Net Lease Inc

For the period ended Jun 30, 2024. Filed Aug 7, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 7, 2024

GNL$6.85-3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-08.

0001526113-24-000014

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-07.

0001526113-24-000021

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 175 previous paragraphs and 220 current paragraphs.

106 unchanged; 55 reworded; 37 added; 14 removed; 0 previous and 22 current paragraphs rearranged.

Tables are not compared: 5 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

Property operating expenses in our Industrial & Distribution segment were $5.0 million and $3.3 million for the three months ended June 30, 2024 and 2023, respectively. The increase was primarily due to the timing of our reimbursable costs as well as an increase resulting from properties acquired from RTL on the Acquisition Date, with minimal impact from the year-over-year change in average foreign exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Current report

Property operating expenses in our Office segment were $4.2 million and $5.6 million for the three months ended June 30, 2024 and 2023, respectively. The decrease in the second quarter of 2024 was primarily due to the timing of our reimbursable costs, with minimal impact from the year-over-year change in average foreign exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Current report

We recognized settlement costs in the three months ended June 30, 2023 of $15.1 million, which related to the cash reimbursement of approximately $8.8 million of expenses to the Blackwells Capital LLC (“Blackwells Capital”), an affiliate of Blackwells Onshore I LLC (“Blackwells Onshore” and, together with Blackwells Capital, “Blackwells”), and certain others involved with Blackwells proxy solicitation (collectively and, together with Blackwells, the “Blackwells/Related Parties”) and the noncash equity expense of approximately $6.3 million for Common Stock that was ultimately issued to the Blackwells/Related Parties under the Cooperation Agreement (as defined in Note 10 — Stockholders’ Equity).

Current report

The loss on extinguishment of debt of $13.1 million in the quarter ended June 30, 2024 was primarily due to cash payments made upon repaying certain mortgage loans, primarily related to fee required to be paid upon repayment of the mortgage loan that encumbered our McLaren properties in the U.K. This mortgage loan was assumed as part of our acquisition of the McLaren properties in 2021 and included the fee noted above in the terms of the mortgage. The loss on extinguishment of debt was $0.4 million for the quarter ended June 30, 2023.

Current report

Revenue from tenants in our Industrial & Distribution segment was $123.4 million and $104.1 million for the six months ended June 30, 2024 and 2023, respectively. The increase in revenue from tenants was primarily driven by revenue of $16.2 million attributable to properties acquired from RTL on the Acquisition Date and the increase from a full period of revenue in 2024 from other properties acquired since January 1, 2023, as well as the impact from the year-over-year change in average foreign exchange rates during the six months ended June 30, 2024, when compared to the same period last year.

Current report

Revenue from tenants in our Single-Tenant Retail segment was $79.7 million and $8.3 million for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily due to revenue of $68.3 million attributable to properties acquired from RTL on the Acquisition Date, as well as the impact from the year-over-year change in average foreign exchange rates during the six months ended June 30, 2024, when compared to the same period last year.

Current report

Revenue from tenants in our Office segment was $72.4 million and $77.8 million for the six months ended June 30, 2024 and 2023, respectively. The decrease as presented in the table above was primarily driven by lower overall revenue from properties owned in both periods and disposals, partially offset by revenue attributable to properties acquired from RTL on the Acquisition Date, as well as the impact from the year-over-year change in foreign exchange rates during the six months ended June 30, 2024, when compared to the same period last year.

Current report

Property operating expenses in our Industrial & Distribution segment were $9.6 million and $6.6 million for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily due to the timing of our reimbursable costs and the year-over-year change in average foreign exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Current report

Property operating expenses in our Single-Tenant Retail were $8.5 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily due to an increase in property operating expenses of $7.3 million resulting from properties acquired from RTL on the Acquisition Date and a full period of property operating expenses from other properties acquired since January 1, 2023, as well as the impact of the year-over-year change in average foreign exchange rates, when compared to the same period last year.

Current report

We recognized $2.3 million and $6.4 million of merger, transaction and other costs during the six months ended June 30, 2024 and 2023, respectively. The decrease was due to higher advisory, legal and other professional costs incurred in the prior year period that were directly related to the Mergers.

Current report

We recognized settlement costs of $15.1 million which related to the cash reimbursement of approximately $8.8 million of expenses to the Blackwells/Related Parties and non-cash equity expense recorded in the six months ended June 30, 2023 of approximately $6.3 million for Common Stock that was ultimately issued to Blackwells under the Cooperation Agreement (as defined in Note 10 — Stockholders’ Equityto our consolidated financial statements in this Quarterly Report on Form 10-Q ).

Current report

Depreciation and amortization expense was $181.5 million and $74.3 million for the six months ended June 30, 2024 and 2023, respectively. The increase in the first six months of 2024 compared to the first six months of 2023 was due to additional depreciation and amortization expense recorded as a result of the impact of the REIT Merger and the year-over-year change in average foreign exchange rates during the six months ended June 30, 2024, when compared to the same period last year.

Current report

During the six months ended June 30, 2024, we sold 55 properties, 51 which were acquired in the REIT Merger, and recorded a net gain of $40.0 million. During the six months ended June 30, 2023 we did not sell any properties.

Current report

The loss on extinguishment of debt of $13.1 million for the six months ended June 30, 2024 and was primarily due to cash payments made upon repaying certain mortgage loans, primarily related to the fee required to be paid upon repayment of the mortgage loan that encumbered our McLaren properties in the U.K. This mortgage loan was assumed as part of our acquisition of the McLaren properties in 2021 and included the fee noted above in the terms of the mortgage. The loss on extinguishment of debt was $0.4 million for the six months ended June 30, 2023.

Current report

We recorded a gain of $1.3 million on undesignated foreign currency advances and other hedge ineffectiveness, related to the accelerated reclassification of amounts in other comprehensive income to earnings as a result of certain hedged forecasted transactions becoming probable not to occur, for thesix months ended June 30, 2024. We did not record any gains or losses on undesignated foreign currency advances and other hedge ineffectiveness for thesix months ended June 30, 2023.

Current report

Acquisitions and Dispositions — Six Months Ended June 30, 2024

Current report

During the three and six months ended June 30, 2024, we sold 36 and 55 properties, respectively, 34 and 51 of which were acquired in the REIT Merger, respectively. The properties sold in the three and six months ended June 30, 2024 were sold for an aggregate contract price of $276.7 million and $321.4 million, respectively.

Current report

•In June 2024, we repaid our mortgage loan that encumbered our properties in The Netherlands and Luxembourg, which had a balance of $116.3 million as of March 31, 2024, using borrowings under the EUR portion of our Revolving Credit Facility.

Current report

•In June 2024, we repaid approximately $139.0 million of our Column Financial Mortgage Notes using net proceeds from the disposition of certain properties.

Current report

(2)In the three and six months ended June 30, 2023, we recognized these settlement costs which include one-half of the reasonable, documented, out-of pocket expenses (including legal fees) incurred by the Blackwells/Related Parties in connection with the proxy contest and related litigation as well as expense for Common Stock that was ultimately issued to the Blackwells/Related Parties.

Current report

(7)Represents a forfeited deposit from a potential buyer of one of our properties, which is recorded in other income in our consolidated statement of operations. We do not consider this income to be part of our normal operating performance and have, accordingly, decreased AFFO for this amount.
Removed paragraphs (14)

Previous report

Property operating expenses in our Industrial & Distribution segment were $4.7 million and $3.4 million for the three months ended March 31, 2024 and 2023, respectively. The increase was primarily due to an increase in property operating expenses resulting from properties acquired from RTL on the Acquisition Date and the year-over-year change in average foreign exchange rates during the three months ended March 31, 2024, when compared to the same period last year.

Previous report

The loss on extinguishment of debt of $0.1 million in the quarter ended March 31, 2024 was primarily due to the refinancing of our loan in Finland. There were no such costs incurred in the three months ended March 31, 2023.

Previous report

Acquisitions and Dispositions — Three Months Ended March 31, 2024

Previous report

During the three months ended March 31, 2024, the Company sold 19 properties, which were acquired in the REIT Merger, for a contract price of $44.7 million.

Previous report

See Note 12 — Related Party Transactions to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of the various related party transactions, agreements and fees.
Reworded paragraphs (55)

Previous wording

As of March 31, 2024, we owned 1,277 properties consisting of 66.9 million rentable square feet, which were 93% leased, with a weighted-average remaining lease term of 6.5 years. Based on the percentage of annualized rental income on a straight-line basis as of March 31, 2024, approximately 80% of our properties were located in the U.S. and Canada and approximately 20% were located in Europe. In addition, as of March 31, 2024, our portfolio was comprised of 32% Industrial & Distribution properties, 28% Multi-Tenant retail properties, 21% Single Tenant retail properties and 19% Office properties. These represent our four reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of March 31, 2024. The straight-line rent includes amounts for tenant concessions.

Current wording

As of June 30, 2024, we owned 1,242 properties consisting of 64.3 million rentable square feet, which were 94% leased, with a weighted-average remaining lease term of 6.5 years. Based on the percentage of annualized rental income on a straight-line basis as of June 30, 2024, approximately 80% of our properties were located in the U.S. and Canada and approximately 20% were located in Europe. In addition, as of June 30, 2024, our portfolio was comprised of 31% Industrial & Distribution properties, 28% Multi-Tenant retail properties, 21% Single Tenant retail properties and 20% Office properties. These represent our four reportable segments and the percentages are calculated using annualized straight-line rent converted from local currency into the U.S. Dollar (“USD”) as of June 30, 2024. The straight-line rent includes amounts for tenant concessions.

Previous wording

Our portfolio is leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe. A total of 58.2% of our rental income on an annualized straight-line basis for leases in place as of March 31, 2024 was derived from Investment Grade rated tenants, comprised of 34.5% leased to tenants with an actual investment grade rating and 23.7% leased to tenants with an implied investment grade rating. For our purposes, “Investment Grade” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of March 31, 2024.

Current wording

Our portfolio is leased to primarily “Investment Grade” rated tenants in well established markets in the U.S. and Europe. A total of 58.8% of our rental income on an annualized straight-line basis for leases in place as of June 30, 2024 was derived from Investment Grade rated tenants, comprised of 31.9% leased to tenants with an actual investment grade rating and 26.9% leased to tenants with an implied investment grade rating. For our purposes, “Investment Grade” includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade. Implied investment grade may include actual ratings of the tenant parent, guarantor parent (regardless of whether or not the parent has guaranteed the tenant’s obligation under the lease) or tenants that are identified as investment grade by using a proprietary Moody’s analytical tool, which generates an implied rating by measuring an entity’s probability of default. Ratings information is as of June 30, 2024.

Previous wording

Net loss attributable to common stockholders was $34.7 million for the three months ended March 31, 2024, as compared to $6.0 million for the three months ended March 31, 2023. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Current wording

Net loss attributable to common stockholders was $46.6 million for the three months ended June 30, 2024, as compared to $31.4 million for the three months ended June 30, 2023. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Previous wording

Revenue from tenants in our Industrial & Distribution segment was $62.0 million and $52.8 million for the three months ended March 31, 2024 and 2023, respectively. The increase in revenue from tenants was primarily driven by revenue of $8.1 million attributable to properties acquired from RTL on the Acquisition Date and the year-over-year impact of increases in the average exchange rates during the three months ended March 31, 2024, when compared to the same period last year.

Current wording

Revenue from tenants in our Industrial & Distribution segment was $61.4 million and $51.3 million for the three months ended June 30, 2024 and 2023, respectively. The majority of the increase in revenue from tenants was driven by revenue of $8.1 million attributable to properties acquired from RTL on the Acquisition Date, the increase from a full quarterly period of revenue in 2024 from other properties acquired since January 1, 2023, with minimal impact from the year-over-year change in average exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Previous wording

Revenue from tenants in our Multi-Tenant Retail segment was $66.8 million for the three months ended March 31, 2024 and there was no corresponding revenue in the prior year period since the revenue is all attributable to properties acquired from RTL on the Acquisition Date.

Current wording

Revenue from tenants in our Multi-Tenant Retail segment was $67.0 million for the three months ended June 30, 2024 and there was no corresponding revenue in the prior year period since the revenue is all attributable to properties acquired from RTL on the Acquisition Date.

Previous wording

Revenue from tenants in our Single-Tenant Retail segment was $40.8 million and $3.7 million for the three months ended March 31, 2024 and 2023, respectively. The increase in the third quarter of 2023 was primarily due to revenue of $35.2 million attributable to properties acquired from RTL on the Acquisition Date and revenue from the acquisition completed in the quarter ended March 31, 2023, with additional impact from the year-over-year impact of increases in foreign exchange rates.

Current wording

Revenue from tenants in our Single-Tenant Retail segment was $38.9 million and $4.5 million for the three months ended June 30, 2024 and 2023, respectively. The increase in the second quarter of 2024 was primarily due to revenue of $32.2 million attributable to properties acquired from RTL on the Acquisition Date, with minimal impact from the year-over-year change in average exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Previous wording

Revenue from tenants in our Office segment was $36.5 million and $37.8 million for the three months ended March 31, 2024 and 2023, respectively. The decrease in the first quarter of 2024 was primarily driven by disposals, partially offset by revenue attributable to properties acquired from RTL on the Acquisition Date, with minimal impact from the year-over-year change in foreign exchange rates.

Current wording

Revenue from tenants in our Office segment was $35.9 million and $40.0 million for the three months ended June 30, 2024 and 2023, respectively. The decrease in the second quarter of 2024 was primarily driven by lower overall revenue from properties owned in both periods and disposals, partially offset by revenue attributable to properties acquired from RTL on the Acquisition Date. The year-over-year change in foreign exchange rates had a minimal impact.

Previous wording

Property operating expenses in our Multi-Tenant Retail were $22.9 million for the three months ended March 31, 2024 and there were no corresponding property operating expenses in the prior year period since the expenses are all attributable to properties acquired from RTL on the Acquisition Date.

Current wording

Property operating expenses in our Multi-Tenant Retail were $22.6 million for the three months ended June 30, 2024 and there were no corresponding property operating expenses in the prior year period since the expenses are all attributable to properties acquired from RTL on the Acquisition Date.

Previous wording

Property operating expenses in our Single-Tenant Retail were $4.8 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. The increase in the first quarter of 2024 was primarily due to an increase in property operating expenses of $4.3 million resulting from properties acquired from RTL on the Acquisition Date and the impact from the year-over-year increase in average foreign exchange rates, when compared to the same period last year.

Current wording

Property operating expenses in our Single-Tenant Retail were $3.8 million and $0.2 million for the three months ended June 30, 2024 and 2023, respectively. The increase in the second quarter of 2024 was primarily due to an increase in property operating expenses of $3.1 million resulting from properties acquired from RTL on the Acquisition Date, with minimal impact from the year-over-year change in average foreign exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Previous wording

During the three months ended March 31, 2024, we determined that the fair values of six of our properties located in the U.S. (all of which were acquired in the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties, and as a result, we recorded an impairment charge of approximately $4.3 million. We did not record any impairment charges in the three months ended March 31, 2023.

Current wording

During the three months ended June 30, 2024, we determined that the fair values of six of our properties located in the U.S. (three of which were acquired in the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties, and as a result, we recorded an impairment charge of approximately $27.4 million. The majority of the impairment charge in the second quarter of 2024 was due to legacy GNL properties. We did not record any impairment charges in the three months ended June 30, 2023.

Previous wording

We recognized $0.8 million and $0.1 million of merger, transaction and other costs during the three months ended March 31, 2024 and 2023, respectively.

Current wording

We recognized $1.6 million and $6.3 million of merger, transaction and other costs during the three months ended June 30, 2024 and 2023, respectively.

Previous wording

General and administrative expenses were $16.2 million and $5.7 million for the three months ended March 31, 2024 and 2023, respectively, primarily consisting of professional fees including audit and taxation services, employee compensation/payroll expenses, board member compensation and directors’ and officers’ liability insurance. The overall increase in general and administrative expenses was primarily due to the internalization of our management functions (as discussed above), such as employee compensation/payroll expenses.

Current wording

General and administrative expenses were $15.2 million and $10.7 million for the three months ended June 30, 2024 and 2023, respectively, primarily consisting of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance. The overall increase in general and administrative expenses was primarily due to the internalization of our management functions (as discussed above), such as employee compensation/payroll expenses.

Previous wording

During the three months ended March 31, 2024 and 2023, we recognized equity-based compensation expense of $2.0 million and $2.9 million, respectively. Equity-based compensation in the quarter ended March 31, 2024 consists of (i) amortization of restricted shares of Common Stock (“Restricted Shares”) granted to employees of the former Advisor or its affiliates who were involved in providing services to us prior to the Internalization; (ii) amortization of restricted stock units in respect of shares of Common Stock (“RSUs”) granted to our employees (after the Internalization) and our independent directors and; (iii) amortization expense related to performance stock units (“PSUs”) which were issued in October of 2023. Equity-based compensation for the quarter ended March 31, 2023 includes amortization expense for Restricted Shares, RSUs and expense related to our multi-year outperformance agreement entered into with the former Advisor in June 2021 (the “2021 OPP”), which expired on September 11, 2023. For additional information, see Note 13 — Equity-Based Compensation to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Current wording

During the three months ended June 30, 2024 and 2023, we recognized equity-based compensation expense of $2.3 million and $2.9 million, respectively. Equity-based compensation in the quarter ended June 30, 2024 consisted of (i) amortization of restricted shares of Common Stock (“Restricted Shares”) granted to employees of the former Advisor or its affiliates who were involved in providing services to us prior to the Internalization; (ii) amortization of restricted stock units in respect of shares of Common Stock (“RSUs”) granted to our employees (after the Internalization) and our independent directors and; (iii) amortization expense related to performance stock units (“PSUs”) which were issued in October of 2023. Equity-based compensation for the quarter ended June 30, 2023 included amortization expense for Restricted Shares, RSUs and expense related to our multi-year outperformance agreement entered into with the former Advisor in June 2021 (the “2021 OPP”), which expired on September 11, 2023. For additional information, see Note 13 — Equity-Based Compensation to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Previous wording

Depreciation and amortization expense was $92.0 million and $37.0 million for the three months ended March 31, 2024 and 2023, respectively. The increase in the quarter ended March 31, 2024 as compared to the same quarter last year was due to additional depreciation and amortization expense recorded as a result of the impact of the REIT Merger. In addition, the increase was partially due to the impact of the year-over-year change in average foreign exchange rates during the three months ended March 31, 2024, when compared to the same period last year.

Current wording

Depreciation and amortization expense was $89.5 million and $37.3 million for the three months ended June 30, 2024 and 2023, respectively. The increase in the quarter ended June 30, 2024 as compared to the same quarter last year was due to additional depreciation and amortization expense recorded as a result of the impact of the REIT Merger. In addition, the increase was partially due to the impact of the year-over-year change in average foreign exchange rates during the three months ended June 30, 2024, when compared to the same period last year.

Previous wording

During the three months ended March 31, 2024 we sold 19 properties, 17 of which were acquired in the REIT Merger, and recorded a net gain of $5.9 million during the three months ended March 31, 2024. During the three months ended March 31, 2023, we did not sell any properties.

Current wording

During the three months ended June 30, 2024 we sold 36 properties, 34 of which were acquired in the REIT Merger, and recorded a net gain of $34.1 million during the three months ended June 30, 2024. During the three months ended June 30, 2023, we did not sell any properties.

Previous wording

Interest expense was $82.8 million and $27.0 million for the three months ended March 31, 2024 and 2023, respectively. The increase was due to the increase in the net amount of our total gross debt outstanding to $5.4 billion as of March 31, 2024 from $2.5 billion as of March 31, 2023, and, the increase in the weighted-average effective interest rate of our total debt from 4.4% as of March 31, 2023 to 4.8% as of March 31, 2024. The increase in the net amount of our gross debt outstanding was primarily due to debt assumed in the REIT Merger and additional borrowings on our Revolving Credit Facility to pay off RTL’s former credit facility.

Current wording

Interest expense was $89.8 million and $27.7 million for the three months ended June 30, 2024 and 2023, respectively. The increase was due to the increase in the net amount of our total gross debt outstanding to $5.1 billion as of June 30, 2024 from $2.5 billion as of June 30, 2023. The weighted-average effective interest rate of our total debt was 4.8% as of June 30, 2023 and 4.7% as of June 30, 2024. The increase in the net amount of our gross debt outstanding was primarily due to debt assumed in the REIT Merger and additional borrowings on our Revolving Credit Facility to pay off RTL’s former credit facility.

Previous wording

The increase in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the three months ended March 31, 2024, when compared to the same period last year. As of March 31, 2024, approximately 10.0% of our total debt outstanding was denominated in EUR, 8.0% of our total debt outstanding was denominated in GBP and 1.0% was denominated in Canadian Dollars (“CAD”). As of March 31, 2023, approximately 22% of our total debt outstanding was denominated in EUR 18% of our total debt outstanding was denominated in GBP and 1% was denominated in CAD.

Current wording

The increase in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the three months ended June 30, 2024, when compared to the same period last year. As of June 30, 2024, approximately 10.0% of our total debt outstanding was denominated in EUR, 9.0% of our total debt outstanding was denominated in GBP and 1.0% was denominated in Canadian Dollars (“CAD”). As of June 30, 2023, approximately 22% of our total debt outstanding was denominated in EUR, 18% of our total debt outstanding was denominated in GBP and 1% was denominated in CAD.

Previous wording

We view a combination of secured and unsecured financing as an efficient and accretive means to acquire properties and manage working capital. As of March 31, 2024, approximately 49% of our total debt outstanding was secured and 51% was unsecured, the latter including amounts outstanding under our Revolving Credit Facility and Senior Notes. The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by us and compliance with various ratios related to those assets. Our interest expense in future periods will vary based on interest rates, the level of future borrowings, which will depend on refinancing needs and acquisition activity, and changes in currency exchange rates.

Current wording

We view a combination of secured and unsecured financing as an efficient and accretive means to acquire properties and manage working capital. As of June 30, 2024, approximately 47% of our total debt outstanding was secured and 53% was unsecured, the latter including amounts outstanding under our Revolving Credit Facility and Senior Notes. The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by us and compliance with various ratios related to those assets. Our interest expense in future periods will vary based on interest rates, the level of future borrowings, which will depend on refinancing needs and acquisition activity, and changes in currency exchange rates.

Previous wording

The gain of $1.6 million on derivative instruments for the three months ended March 31, 2024 and the loss of $1.7 million on derivative instruments for the three months ended March 31, 2023, reflect the marked-to-market impact from foreign currency and interest rate derivative instruments used to hedge the investment portfolio from currency and interest rate movements, and was mainly driven by exchange rate changes in the GBP and EUR compared to the USD. For the three months ended March 31, 2024, the gain on derivative instruments consisted of unrealized gains of $1.3 million and realized gains of $0.3 million. For the three months ended March 31, 2023, the loss on derivative instruments consisted of unrealized losses of $2.6 million and realized gains of $0.9 million. The overall gains (or losses) on derivative instruments directly impact our results of operations since they are recorded on the gain on derivative instruments line item in our consolidated results of operations. However, only the realized gains are included in AFFO (as defined below).

Current wording

The gain of $0.5 million on derivative instruments for the three months ended June 30, 2024 and the loss of $0.8 million on derivative instruments for the three months ended June 30, 2023, reflect the marked-to-market impact from foreign currency and interest rate derivative instruments used to hedge the investment portfolio from currency and interest rate movements, and was mainly driven by exchange rate changes in the GBP and EUR compared to the USD. For the three months ended June 30, 2024, the gain on derivative instruments consisted of unrealized gains of $0.2 million and realized gains of $0.3 million. For the three months ended June 30, 2023, the loss on derivative instruments consisted of unrealized losses of $1.6 million and realized gains of $0.8 million. The overall gains (or losses) on derivative instruments directly impact our results of operations since they are recorded on the gain on derivative instruments line item in our consolidated results of operations. However, only the realized gains are included in AFFO (as defined below).

Previous wording

We recorded income of$1.0 million on undesignated foreign currency advances and other hedge ineffectiveness during the quarter ended March 31, 2024, related to the accelerated reclassification of amounts in other comprehensive income to earnings. During the quarter ended March 31, 2023, we did not record any amounts due to currency changes on the undesignated excess foreign currency advances over the related net investments.

Current wording

We recorded income of $0.3 million on undesignated foreign currency advances and other hedge ineffectiveness during the quarter ended June 30, 2024, related to the accelerated reclassification of amounts in other comprehensive income to earnings. During the quarter ended June 30, 2023, we did not record any amounts due to currency changes on the undesignated excess foreign currency advances over the related net investments.

Previous wording

Property operating expenses in our Office segment were $5.5 million and $4.6 million for the three months ended March 31, 2024 and 2023, respectively. The minor increase in the first quarter of 2024 was primarily due to an increase in property operating expenses resulting from properties acquired from RTL on the Acquisition Date and the impact from the year-over-year increase in average foreign exchange rates, when compared to the same period last year.

Current wording

Property operating expenses in our Office segment were $9.7 million and $10.2 million for the six months ended June 30, 2024 and 2023, respectively. The decrease was primarily due to the timing of our reimbursable expenses, partially offset by an increase in property operating expenses resulting from properties acquired from RTL on the Acquisition Date and the year-over-year change in average foreign exchange rates, when compared to the same period last year.

Previous wording

Although as a REIT we generally do not pay U.S. federal income taxes on the amount of REIT taxable income that is distributed to shareholders, we recognize income tax (expense) benefit domestically for state taxes and local income taxes incurred, if any, and also in foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax expense was $2.4 million and $2.7 million for the three months ended March 31, 2024 and 2023, respectively.

Current wording

Although as a REIT we generally do not pay U.S. federal income taxes on the amount of REIT taxable income that is distributed to shareholders, we recognize income tax (expense) benefit domestically for state taxes and local income taxes incurred, if any, and also in foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax expense was $2.1 million and $6.2 million for the six months ended June 30, 2024 and 2023 respectively. The decrease was due to a tax benefit recorded in the second quarter of 2024 for previous tax years.

Previous wording

The level of cash flows provided by operating activities is driven by, among other things, rental income received, operating fees paid to related parties for asset and property management services and interest payments on outstanding borrowings.

Current wording

The level of cash flows provided by operating activities is driven by, among other things, rental income received, operating fees paid to related parties for asset and property management services (prior to the internalization of our advisory and property management functions) and interest payments on outstanding borrowings.

Previous wording

During the three months ended March 31, 2024, net cash provided by operating activities was $92.2 million. Cash flows provided by operating activities during the three months ended March 31, 2024 reflect net loss of $23.8 million, adjusted for non-cash items of $111.7 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation, unrealized gains on foreign currency transactions, derivatives and other non-cash items). In addition, operating cash flow was impacted by lease incentive and commission payments of $0.4 million and an increase of $10.5 million in working capital items due to a decrease in prepaid expenses and other assets of $9.3 million, a decrease in accounts payable and accrued expenses of $0.2 million and an increase in prepaid rent of $1.3 million.

Current wording

During the six months ended June 30, 2024, net cash provided by operating activities was $162.5 million. Cash flows provided by operating activities during the six months ended June 30, 2024 reflect net loss of $59.4 million, adjusted for non-cash items of $266.9 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation, unrealized gains on foreign currency transactions, derivativesand other non-cash items). In addition, operating cash flow was impacted by lease incentive and commission payments of $0.5 million and a decrease of $4.5 million in working capital items due to a decrease in prepaid expenses and other assets of $9.8 million, a decrease in accounts payable and accrued expenses of $13.9 million and a decrease in prepaid rent of $0.5 million.

Previous wording

Cash flows provided by operating activities during the three months ended March 31, 2023 reflect net loss of $0.9 million, adjusted for non-cash items of $44.4 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation and unrealized gains on foreign currency transactions, derivatives and other). In addition, operating cash flow was impacted by lease incentive and commission payments of $1.6 million and an increase of $21.1 million in working capital items due to a decrease in prepaid expenses and other assets of $8.8 million, an increase in accounts payable and accrued expenses of $2.9 million and an increase in prepaid rent of $9.4 million.

Current wording

Cash flows provided by operating activities during the six months ended June 30, 2023 reflect net loss of $27.1 million, adjusted for non-cash items of $94.7 million (primarily depreciation, amortization of intangibles, amortization of deferred financing costs, amortization of mortgage discounts, amortization of above- and below-market lease assets and liabilities, amortization of right of use assets, amortization of lease incentives and commissions, bad debt expense, unbilled straight-line rent (including the effect of adjustments due to rent deferrals), equity-based compensation, unrealized gains on foreign currency transactions, derivatives and other). In addition, operating cash flow was impacted by lease incentive and commission payments of $2.4 million and an increase of $18.8 million in working capital items due to a decrease in prepaid expenses and other assets of $15.2 million, an increase in accounts payable and accrued expenses of $3.2 million and an increase in prepaid rent of $0.4 million.

Previous wording

Net cash provided by investing activities during the three months ended March 31, 2024 of $35.2 million consisted of net proceeds from dispositions of $43.1 million, partially offset by capital expenditures of $8.0 million.

Current wording

Net cash provided by investing activities during the six months ended June 30, 2024 of $281.1 million consisted of net proceeds from dispositions of $299.6 million, partially offset by capital expenditures of $18.5 million.

Previous wording

Net cash used in investing activities during the three months ended March 31, 2023 of $88.8 million consisted of property acquisitions of $81.4 million and capital expenditures of $7.4 million.

Current wording

Net cash used in investing activities during the six months ended June 30, 2023 of $92.5 million consisted of property acquisitions of $81.4 million and capital expenditures of $11.2 million.

Previous wording

Net cash used in financing activities of $107.9 million during the three months ended March 31, 2024 was a result of net payments of principal on mortgage notes payable of $41.5 million, dividends paid to common stockholders of $81.7 million, dividends paid to holders of our Series A Preferred Stock of $3.1 million, dividends paid to holders of our Series B Preferred Stock of $2.0 million, dividends paid to holders of our Series D Preferred Stock of $3.7 million, dividends paid to holders of our Series E Preferred Stock of $2.1 million and cash paid for financing costs of $0.9 million. These cash outflows were partially offset by net proceeds from borrowings under our Revolving Credit Facility of $27.3 million

Current wording

Net cash used in financing activities of $450.1 million during the six months ended June 30, 2024 was a result of net payments of principal on mortgage notes payable of $266.3 million, dividends paid to common stockholders of $145.2 million, dividends paid to holders of our Series A Preferred Stock of $6.2 million, dividends paid to holders of our Series B Preferred Stock of $4.0 million, dividends paid to holders of our Series D Preferred Stock of $7.4 million, dividends paid to holders of our Series E Preferred Stock of $4.2 million, payments for early extinguishment of debt charges of $13.1 million and cash paid for financing costs of $7.6 million. These cash outflows were partially offset by net proceeds from borrowings under our Revolving Credit Facility of $4.5 million.

Previous wording

Net cash provided by financing activities of $39.5 million during the three months ended March 31, 2023 was a result of net proceeds from borrowings under our Revolving Credit Facility of $91.0 million, partially offset by net payments of mortgage notes payable of $4.6 million, dividends paid to common stockholders of $41.7 million, dividends paid to holders of our 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) of $3.1 million, dividends paid to holders of our 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) of $2.0 million and distributions to non-controlling interest holders of $0.1 million.

Current wording

Net cash provided by financing activities of $4.2 million during the six months ended June 30, 2023 was a result of net proceeds from borrowings under our Revolving Credit Facility of $356.0 million, partially offset by net payments of mortgage notes payable of $257.5 million (for additional information on Credit Facility activity, see the “Liquidity and Capital Resources” section below), dividends paid to common stockholders of $83.3 million, dividends paid to holders of our 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) of $6.2 million, dividends paid to holders of our 6.875% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) of $4.0 million and distributions to non-controlling interest holders of $0.2 million.

Previous wording

Our principal future needs for cash and cash equivalents include the purchase of additional properties or other investments, payment of related acquisition costs, improvement costs, operating and administrative expenses, repayment of certain debt obligations, which includes our continuing debt service obligations and dividends to holders of our Common Stock and Preferred Stock, as well as to any future class or series of preferred stock we may issue. As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents of $131.9 million and $121.6 million, respectively. See discussion above for how our cash flows from various sources impacted our cash.

Current wording

Our principal future needs for cash and cash equivalents include the purchase of additional properties or other investments, payment of related acquisition costs, improvement costs, operating and administrative expenses, repayment of certain debt obligations, which includes our continuing debt service obligations and dividends to holders of our Common Stock and Preferred Stock, as well as to any future class or series of preferred stock we may issue. As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents of $122.2 million and $121.6 million, respectively. See discussion above for how our cash flows from various sources impacted our cash.

Previous wording

Management expects that cash generated from operations, supplemented by our existing cash will be sufficient to fund, in the near term and long term, the payment of quarterly dividends to our common stockholders and holders of our Preferred Stock, as well as anticipated capital expenditures. During the three months ended March 31, 2024, cash generated from operations covered 99% of our dividends paid. In addition, we plan on managing our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt, and we currently have entered into purchase and sale agreements (“PSAs”) and non-binding letters of intent (“LOIs”) totaling an aggregate of $490.6 million. The PSAs and LOIs are subject to conditions and there can be no assurance we will be able to complete these dispositions on their contemplated terms, or at all.

Current wording

Management expects that cash generated from operations, supplemented by our existing cash will be sufficient to fund, in the near term and long term, the payment of quarterly dividends to our common stockholders and holders of our Preferred Stock, as well as anticipated capital expenditures. During the six months ended June 30, 2024, cash generated from operations covered 97% of our dividends paid. In addition, we plan on managing our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt pursuant to our previously announced 2024 strategic disposition plan, and we currently have entered into purchase and sale agreements (“PSAs”) and non-binding letters of intent (“LOIs”) totaling an aggregate of $356.5 million. The PSAs and LOIs are subject to conditions and there can be no assurance we will be able to complete these dispositions on their contemplated terms, or at all.

Previous wording

We did not acquire any properties during the three months ended March 31, 2024.

Current wording

We did not acquire any properties during the three and six months ended June 30, 2024.

Previous wording

Subsequent to March 31, 2024, we disposed of seven properties for an aggregate price of $18.2 million. In addition, we have signed definitive PSAs to dispose of 42 properties for a contract purchase price of $481.9 million and we have signed non-binding LOIs to dispose of three properties for an aggregate sale price of $8.6 million.

Current wording

Subsequent to June 30, 2024, we disposed of four properties for an aggregate price of $50.0 million. In addition, we have signed definitive PSAs to dispose of 18 properties for a contract purchase price of $226.8 million and we have signed non-binding LOIs to dispose of 86 properties for an aggregate sale price of $129.7 million.

Previous wording

As of March 31, 2024 and December 31, 2023, we had total debt outstanding of $5.4 billion, bearing interest at a weighted-average interest rate per annum equal to 4.8%.

Current wording

As of June 30, 2024 and December 31, 2023, we had total gross debt outstanding of $5.1 billion, and $5.4 million, respectively, bearing interest at weighted-average interest rates per annum equal to 4.7% and 4.8%, respectively.

Previous wording

As of March 31, 2024, 84% of our total debt outstanding either bore interest at fixed rates, or was swapped to a fixed rate, which bore interest at a weighted average interest rate of 4.3% per annum. As of March 31, 2024, 16% of our total debt outstanding was variable-rate debt, which bore interest at a weighted average interest rate of 7.3% per annum. The total gross carrying value of unencumbered assets as of March 31, 2024 was $4.9 billion, of which approximately $4.9 billion was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not currently available to serve as collateral for future borrowings.

Current wording

As of June 30, 2024, 90% of our total debt outstanding either bore interest at fixed rates, or was swapped to a fixed rate, which bore interest at a weighted average interest rate of 4.5% per annum. As of June 30, 2024, 10% of our total debt outstanding was variable-rate debt, which bore interest at a weighted average interest rate of 6.9% per annum. The total gross carrying value of unencumbered assets as of June 30, 2024 was $4.94 billion, of which approximately $4.93 billion was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not currently available to serve as collateral for future borrowings.

Previous wording

Our debt leverage ratio was 64.9% and 65.0% (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 March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024, the weighted-average maturity of our indebtedness was 3.3 years. We believe we have the ability to service our debt obligations as they come due.

Current wording

Our debt leverage ratio was 63.7% and 65.0% (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, 2024 and December 31, 2023, respectively. As of June 30, 2024, the weighted-average maturity of our indebtedness was 3.3 years. We believe we have the ability to service our debt obligations as they come due.

Previous wording

As noted above, we plan on managing our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt, and we currently have entered into PSAs and LOIs totaling an aggregate of $490.6 million.

Current wording

As noted above, we plan on managing our leverage by using proceeds from strategic or opportunistic dispositions to reduce our debt, and we currently have entered into PSAs and LOIs totaling an aggregate of $356.5 million.

Previous wording

In connection with the REIT Merger, we assumed and became a guarantor under RTL’s $500.0 million aggregate principal, 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”), pursuant to a supplemental indenture governing the 4.50% Senior Notes. Both the 4.50% Senior Notes and the 3.75% Senior Notes do not require any principal payments prior to maturity. As of

Current wording

In connection with the REIT Merger, we assumed and became a guarantor under RTL’s $500.0 million aggregate principal, 4.50% Senior Notes due 2028 (the “4.50% Senior Notes”), pursuant to a supplemental indenture governing the 4.50% Senior

Previous wording

March 31, 2024, the carrying amount of the outstanding Senior Notes on our balance sheets totaled $890.9 million which is net of $109.1 million of deferred financing costs and discounts, and as of December 31, 2023 the carrying amount of the outstanding Senior Notes on our balance sheets totaled $886.0 million, which is net of $114.0 million of deferred financing costs. See Note 7 — Senior Notes, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on the Senior Notes and related covenants.

Current wording

Notes. Both the 4.50% Senior Notes and the 3.75% Senior Notes do not require any principal payments prior to maturity. As of June 30, 2024, the carrying amount of the outstanding Senior Notes on our balance sheets totaled $895.8 million which is net of $104.2 million of deferred financing costs and discounts, and as of December 31, 2023 the carrying amount of the outstanding Senior Notes on our balance sheets totaled $886.0 million, which is net of $114.0 million of deferred financing costs. See Note 7 — Senior Notes, Net to our consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion on the Senior Notes and related covenants.

Previous wording

As of March 31, 2024 and December 31, 2023, we had secured mortgage notes payable of $2.5 billion, net of mortgage discounts and deferred financing costs. All of our current mortgage loans require payment of interest-only with the principal due at maturity. We have $283.7 million of principal payments due on our mortgages during the remainder of 2024, however in April 2024 we repaid our mortgage loan that encumbered our McLaren properties in the United Kingdom, which had a balance of $127.5 million as of March 31, 2024. The Mortgage loan was repaid using borrowings under the GBP portion of the Company’s Revolving Credit Facility.

Current wording

As of June 30, 2024 and December 31, 2023, we had secured mortgage notes payable of $2.3 billion and $2.5 billion, respectively, net of mortgage discounts and deferred financing costs. All of our current mortgage loans require payment of interest-only with the principal due at maturity. We have $0.6 million of principal payments due on our mortgages during the remainder of 2024. Other significant activity related to our mortgage notes payable was as follows (see Note 5 — Mortgage Notes Payable, Netfor additional information):

Showing the first 40 of 55 pairs. Open the source sections for the rest.

Rearranged current paragraphs (22)

Current report — wording carried from elsewhere

Although as a REIT we generally do not pay U.S. federal income taxes on the amount of REIT taxable income that is distributed to shareholders, we recognize income tax benefit (expense) domestically for state taxes and local income taxes incurred, if any, and also in foreign jurisdictions in which we own properties. In addition, we perform an analysis of potential deferred tax or future tax benefit and expense as a result of book and tax differences and timing differences in taxes across jurisdictions. Income tax benefit was $0.3 million and income tax expense was $3.5 million for the three months ended June 30, 2024 and 2023, respectively. The decrease was due to a tax benefit recorded in the second quarter of 2024 for previous tax years.

Current report — wording carried from elsewhere

As more fully discussed in Note 1 — Organizationto our consolidated financial statements included in this Quarterly Report on Form 10-Q, during the quarter ended September 30, 2023 we completed the Mergers which will affect comparable results from operations until the properties acquired have been held for all periods presented. As a result, comparisons of our period to period financial information as set forth herein may not be meaningful. The historical financial information included herein as of any date, or for any periods, prior to September 12, 2023, represents our financial information, prior to the Mergers, on a stand-alone basis.

Current report — wording carried from elsewhere

Net Loss Attributable to Common Stockholders

Current report — wording carried from elsewhere

Net loss attributable to common stockholders was $81.3 million for the six months ended June 30, 2024, as compared to net loss of $37.3 million for the six months ended June 30, 2023. The change in net loss attributable to common stockholders is discussed in detail for each line item of the consolidated statements of operations in the sections that follow.

Current report — wording carried from elsewhere

Consolidated revenue from tenants, detailed by reportable segment, is as follows:

Current report — wording carried from elsewhere

Revenue from tenants in our Multi-Tenant Retail segment was $133.8 million for the six months ended June 30, 2024 and there was no corresponding revenue in the prior year period since the revenue is all attributable to properties acquired from RTL on the Acquisition Date.

Current report — wording carried from elsewhere

Consolidated property operating expenses, detailed by reportable segment, is as follows:

Current report — wording carried from elsewhere

Property operating expenses in our Multi-Tenant Retail were $45.5 million for the six months ended June 30, 2024 and there were no corresponding property operating expenses in the prior year period since the expenses are all attributable to properties acquired from RTL on the Acquisition Date.

Current report — wording carried from elsewhere

Due to the completion of the Internalization Merger (see below) there were no operating fees paid to related parties in the six months ended June 30, 2024. Operating fees paid to related parties were $20.2 million in the six months ended June 30, 2023. The decline in the quarter ended June 30, 2024 was primarily due to the closing of the Internalization Merger on the Acquisition Date. For additional information, see Note 12 — Related Party Transactions to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Current report — wording carried from elsewhere

Upon the closing of the Mergers, we no longer pay asset management fees to the Advisor or property management fees to the Property Manager and we internalized our management functions. While we no longer pay the costs of the various fees and expense reimbursements previously paid to the Advisor and the Property Manager, after the Internalization Merger, our expenses now include the compensation and benefits of our officers, employees, and consultants, as well as overhead expenses, previously paid by those entities in managing our business and operations and are being recorded in general and administrative expenses from the Acquisition Date forward.

Current report — wording carried from elsewhere

During the six months ended June 30, 2024, we determined that the fair values of 12 of our properties located in the U.S. (three of which were acquired in the REIT Merger) had an estimated fair value that was lower than the carrying value of the properties, based on the estimated selling price of such properties, and as a result, we recorded an impairment charge of approximately $31.7 million. The majority of the impairment charges in the first six months of 2024 were due to legacy GNL properties. We did not record any impairment charges in the six months ended June 30, 2023.

Current report — wording carried from elsewhere

General and administrative expenses were $31.4 million and $16.3 million for the six months ended June 30, 2024 and 2023, respectively, and primarily consist of employee compensation/payroll expenses, professional fees including audit and taxation services, board member compensation and directors’ and officers’ liability insurance. The overall increase in general and administrative expenses was primarily due to the internalization of our management functions (as discussed above), such as employee compensation/payroll expenses and higher legal and other costs in the six months ended June 30, 2024.

Current report — wording carried from elsewhere

During the six months ended June 30, 2024 and 2023, we recognized equity-based compensation expense of $4.3 million and $5.8 million, respectively. Equity-based compensation in the six months ended June 30, 2024 consisted of (i) amortization of restricted shares of Common Stock (“Restricted Shares”) granted to employees of the former Advisor or its affiliates who were involved in providing services to us prior to the Internalization; (ii) amortization of restricted stock units in respect of shares of Common Stock (“RSUs”) granted to our employees (after the Internalization) and our independent directors and; (iii) amortization expense related to performance stock units (“PSUs”) which were issued in October of 2023. Equity-based compensation for the six months ended June 30, 2023 included amortization expense for Restricted Shares, RSUs and expense related to our multi-year outperformance agreement entered into with the former Advisor in June 2021 (the “2021 OPP”), which expired on September 11, 2023. For additional information, see Note 13 — Equity-Based Compensation to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Current report — wording carried from elsewhere

Gain (loss) on Dispositions of Real Estate Investments

Current report — wording carried from elsewhere

Interest expense was $172.6 million and $54.7 million for the six months ended June 30, 2024 and 2023, respectively. The increase was due to the increase in the net amount of our total gross debt outstanding of $2.5 billion as of June 30, 2023 to $5.1 billion as of June 30, 2024. The weighted-average effective interest rate of our total debt was 4.8% as of June 30, 2023 and 4.7% as of June 30, 2024. The increase in the net amount of our gross debt outstanding was primarily due to debt assumed in the REIT Merger and additional borrowings on our Revolving Credit Facility to pay off RTL’s former credit facility.

Current report — wording carried from elsewhere

The increase in interest expense was also impacted by the year-over-year change in average foreign exchange rates during the six months ended June 30, 2024, when compared to the same period last year. As of June 30, 2024, approximately 10.0% of our total debt outstanding was denominated in EUR, 9.0% of our total debt outstanding was denominated in GBP and 1.0% was denominated in CAD. As of June 30, 2023, approximately 22% of our total debt outstanding was denominated in EUR, 18% of our total debt outstanding was denominated in GBP and 1.0% was denominated in CAD.

Current report — wording carried from elsewhere

We view a combination of secured and unsecured financing as an efficient and accretive means to acquire properties and manage working capital. As of June 30, 2024, approximately 47% of our total debt outstanding was secured and 53% was unsecured, including amounts outstanding under our Revolving Credit Facility and Senior Notes. The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by us and compliance with various ratios related to those assets. Our interest expense in future periods will vary based on interest rates as well as our level of future borrowings, which will depend on refinancing needs and acquisition activity.

Current report — wording carried from elsewhere

The gain on derivative instruments of $2.1 million and loss of $2.4 million for the six months ended June 30, 2024 and 2023, respectively, reflect the marked-to-market impact from foreign currency and interest rate derivative instruments used to hedge the investment portfolio from currency and interest rate movements, and was mainly driven by currency rate changes in the GBP and EUR compared to the USD. For the six months ended June 30, 2024, the gain on derivative instruments consisted of unrealized gains of $1.5 million and realized gains of $0.6 million. For the six months ended June 30, 2023, the loss on derivative instruments consisted of unrealized losses of $4.3 million and realized gains of $1.9 million. The overall gain (or loss) on derivative instruments directly impact our results of operations since they are recorded on the gain on derivative instruments line item in our consolidated results of operations. However, only the realized gains are included in AFFO (as defined below).

Current report — wording carried from elsewhere

As a result of our foreign investments in Europe, and, to a lesser extent, our investments in Canada, we are subject to risk from the effects of exchange rate movements in the EUR, GBP and, to a lesser extent, CAD, which may affect costs and cash flows in our functional currency, the USD. We generally manage foreign currency exchange rate movements by matching 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 currency fluctuations. In addition, we may use currency hedging to further reduce the exposure to our net cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our results of operations of our foreign properties benefit from a weaker USD, and are adversely affected by a stronger USD, relative to the foreign currency.

Current report — wording carried from elsewhere

Preferred stock dividends were $21.9 million and $10.2 million for the six months ended June 30, 2024 and 2023, respectively. The amounts in the six months ended June 30, 2024 represent the dividends that are attributable to holders of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. The amounts in the six months ended June 30, 2023 represent the dividends that are attributable to holders of Series A Preferred Stock and holders of Series B Preferred Stock.

Current report — wording carried from elsewhere

•In April 2024, we repaid our mortgage loan that encumbered our McLaren properties in the United Kingdom, which had a balance of $127.5 million as of March 31, 2024, using borrowings under the GBP portion of our Revolving Credit Facility.

Current report — wording carried from elsewhere

From and after the time we obtain an investment grade credit rating, the unused fee will be replaced with a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30%, decreasing as our credit rating increases.