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Broadstone Net Lease, Inc.

For the period ended Mar 31, 2025. Filed May 1, 2025.

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.

Mar 31, 2025 · Filed May 1, 2025

BNL$17.84+1.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Non-GAAP Measures

FFO, Core FFO, and AFFO

We compute Funds From Operations (“FFO”) in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets. Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to certain previously depreciated real estate assets. FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.

We compute Core Funds From Operations (“Core FFO”) by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, lease termination fees and other non-core income from real estate transactions, cost of debt extinguishment, unrealized and realized gains or losses on foreign currency transactions, severance and employee transition costs, and other extraordinary items. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis.

We compute Adjusted Funds From Operations (“AFFO”), by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, adjustment to provision for credit losses, amortization of debt issuance costs, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items. We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals, and is a factor in determining management compensation. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.

Specific to our adjustment for straight-line rents, our leases include cash rents that increase over the term of the lease to compensate us for anticipated increases in market rental rates over time. Our leases do not include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates.

FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO, Core FFO, and AFFO with the same or similar measures disclosed by other REITs may not be meaningful.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate Core FFO and AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of Core FFO and AFFO accordingly.

The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO, and AFFO:

For the Three Months Ended
(in thousands, except per share data)March 31,2025December 31,2024March 31,2024
Net income$17,493$27,607$68,177
Real property depreciation and amortization39,41142,90237,690
Gain on sale of real estate(405)(8,196)(59,132)
Provision for impairment on investment in rental properties16,12817,69026,400
FFO$72,627$80,003$73,135
Net write-offs of accrued rental income2,2281202,556
Other non-core income from real estate transactions (a)(63)(1,183)—
Cost of debt extinguishment165——
Severance and employee transition costs118777
Other (income) expenses (b)322(4,700)(1,696)
Core FFO$75,280$74,427$74,072
Straight-line rent adjustment(5,907)(6,312)(4,980)
Amortization of debt issuance costs1,237983983
Non-capitalized transaction costs117299182
Realized gain or loss on interest rate swaps and other non-cash interest expense2(6)159
Amortization of lease intangibles(1,064)(991)(1,018)
Stock-based compensation2,1471,9771,475
Deferred taxes—155—
AFFO$71,812$70,532$70,873

(a)

Amount includes $1.2 million of lease termination fees for the three months ended December 31, 2024.

(b)

Amount includes $(0.3) million, $4.7 million, and $1.7 million of unrealized foreign exchange (loss) gain for the three months ended March 31, 2025, December 31, 2024, and March 31, 2024, respectively, primarily associated with our Canadian dollar denominated revolving borrowings.

EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. We compute EBITDAre in accordance with the definition adopted by Nareit, as EBITDA excluding gains (losses) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We are focused on a disciplined and targeted investment strategy, together with active asset management that includes selective sales of properties. We manage our leverage profile using a ratio of Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, each discussed further below, which we believe is a useful measure of our ability to repay debt and a relative measure of leverage, and is used in communications with our lenders and rating agencies regarding our credit rating. As we fund new investments using our unsecured Revolving Credit Facility, our leverage profile and Net Debt will be immediately impacted by current quarter investments. However, the full benefit of EBITDAre from new investments will not be received in the same quarter in which the properties are acquired. Additionally, EBITDAre for the quarter includes amounts generated by properties that have been sold during the quarter. Accordingly, the variability in EBITDAre caused by the timing of our investments and dispositions can temporarily distort our leverage ratios. We adjust EBITDAre (“Adjusted EBITDAre”) for the most recently completed quarter (i) to recalculate as if all investments and dispositions had occurred at the beginning of the quarter, (ii) to exclude certain GAAP income and expense amounts that are either non-cash, such as cost of debt extinguishments, realized or unrealized gains and losses on foreign currency transactions, or gains on insurance recoveries, or that we believe are one time, or unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, and (iii) to eliminate the impact of lease termination fees and other items that are not a result of normal operations. While investments in build-to-suit developments have an immediate impact to Net Debt, we do not make an adjustment to EBITDAre until the quarter in which the lease commences. We define our Pro Forma Adjusted EBITDAre as Adjusted EBITDAre adjusted to show the impact of estimated contractual revenues based on in-process development spend to-date. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented. We then annualize quarterly Adjusted EBITDAre and Pro Forma Adjusted EBITDAre by multiplying them by four (“Annualized Adjusted EBITDAre” and “Annualized Pro Forma Adjusted EBITDAre”). You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre. Information is also presented with respect to Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre:

For the Three Months Ended
(in thousands)March 31,2025December 31,2024March 31,2024
Net income$17,493$27,607$68,177
Depreciation and amortization39,49742,98737,772
Interest expense20,07419,56518,578
Income taxes355527408
EBITDA$77,419$90,686$124,935
Provision for impairment of investment in rental properties16,12817,69026,400
Gain on sale of real estate(405)(8,197)(59,132)
EBITDAre$93,142$100,179$92,203
Adjustment for current quarter investment activity (a)97828—
Adjustment for current quarter disposition activity (b)(135)(11)(4,712)
Adjustment to exclude non-recurring and other expenses (c)44348(125)
Adjustment to exclude net write-offs of accrued rental income2,2281202,556
Adjustment to exclude realized / unrealized foreign exchange (gain) loss322(4,699)(1,696)
Adjustment to exclude cost of debt extinguishment166——
Adjustment to exclude other income from real estate transactions (d)(63)(1,183)—
Adjusted EBITDAre$96,682$94,782$88,226
Estimated revenues from developments (e)6313342,771
Pro Forma Adjusted EBITDAre$97,313$95,116$90,997
Annualized EBITDAre$372,568$400,716$368,812
Annualized Adjusted EBITDAre$386,728$379,128$352,904
Pro Forma Annualized Adjusted EBITDAre$389,252$380,464$363,988

(a)

Reflects an adjustment to give effect to all investments during the quarter, including developments that have reached rent commencement, as if they had been made as of the beginning of the quarter.

(b)

Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter.

(c)

Amount includes less than $0.1 million of accelerated lease intangible amortization for the three months ended March 31, 2025. Amounts include $0.2 million of accelerated lease intangible amortization and $0.1 million of severance and employee transition costs during the three months ended December 31, 2024. Amounts include $0.1 million of employee severance and executive transition costs and ($0.2) million of forfeited stock-based compensation during the three months ended March 31, 2024.

(d)

Amount includes lease termination fees during the three months ended December 31, 2024.

(e)

Represents estimated contractual revenues based on in-process development spend to-date.

Net Debt, Pro Forma Net Debt, Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre

We define Net Debt as gross debt (total reported debt plus debt issuance costs) less cash and cash equivalents and restricted cash. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from unsettled forward sale agreements as if they have been settled for cash as of the period presented. We believe that the presentation of Net Debt to Annualized EBITDAre and Net Debt to Annualized Adjusted EBITDAre is useful to investors and analysts because these ratios provide information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using EBITDAre, and is used in communications with lenders and rating agencies regarding our credit rating. The following table reconciles total debt (which is the most comparable GAAP measure) to Net Debt, Pro Forma Net Debt, and presents the ratios of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, respectively:

(in thousands)March 31,2025December 31,2024March 31,2024
Debt
Revolving Credit Facility$174,122$93,014$73,820
Unsecured term loans, net893,505897,201896,260
Senior unsecured notes, net846,252846,064845,498
Mortgages, net76,26076,84678,517
Debt issuance costs10,3006,8028,337
Gross Debt2,000,4391,919,9271,902,432
Cash and cash equivalents(9,605)(14,845)(221,740)
Restricted cash(1,428)(1,148)(1,038)
Net Debt$1,989,406$1,903,934$1,679,654
Estimated net proceeds from forward equity agreements (a)(38,124)(38,514)—
Pro Forma Net Debt$1,951,282$1,865,420$1,679,654
Leverage Ratios:
Net Debt to Annualized EBITDAre5.3x4.8x4.6x
Net Debt to Annualized Adjusted EBITDAre5.1x5.0x4.8x
Pro Forma Net Debt to Annualized Adjusted EBITDAre5.0x4.9x4.6x

(a)

Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.