UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2020
BROADSTONE NET LEASE, INC.
(Exact name of registrant as specified in its charter)
Maryland |
001-39529 |
26-1516177 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
800 Clinton Square, Rochester, New York |
14604 |
(Address of principal executive offices) |
(Zip Code) |
(585) 287-6500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.00025 par value1 |
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BNL |
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New York Stock Exchange |
Class A Common Stock, $0.00025 par value1 |
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BNL |
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New York Stock Exchange |
1 Each share of Class A Common Stock will automatically convert to one share of Common Stock on March 20, 2021, the date that is 180 days after the completion of the initial public offering of the Class A Common Stock. The Common Stock will be listed and tradeable on the New York Stock Exchange on March 22, 2021.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 7.01 Regulation FD Disclosure
On November 17, 2020, Broadstone Net Lease, Inc. (the “Company”) released a presentation that it intends to use in upcoming meetings with institutional investors and analysts. A copy of the presentation materials is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this item 7.01 and in the attached Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall such information be deemed to be incorporated by reference in any filing pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) |
Exhibits |
INDEX TO EXHIBITS
Exhibit No. |
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Description |
99.1 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BROADSTONE NET LEASE, INC. |
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/s/ John D. Moragne |
Name: John D. Moragne Title: Executive Vice President, Chief Operating Officer and Secretary |
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Date: November 17, 2020
INVESTOR PRESENTATION NOVEMBER 2020 Exhibit 99.1 BROADSTONE NET LEASE, INC.
DISCLAIMER CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS Various statements contained in this presentation, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. Forward-looking statements are generally accompanied by words such as “estimate,” project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. Forward-looking statements in this presentation include, for example, references to the expected increase in the Company’s revolving credit facility and references to the Company’s pipeline of potential acquisitions, as to which there can be no assurance of completion. The forward-looking statements speak only as of the date of this presentation; The Company disclaims any obligation to update these statements unless required by law, and the Company cautions you not to rely on them unduly. The Company has based these forward-looking statements on its current expectations and assumptions about future events, which the Company considers reasonable. However, these forward-looking statements are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and beyond the Company's control. NON-GAAP FINANCIAL INFORMATION This presentation contains non-generally accepted accounting principles (GAAP) financial measures including, funds from operations (“FFO”), adjusted funds from operations (“AFFO”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (losses) on sales of depreciable property and real estate impairment losses (“EBITDAre”), Adjusted EBITDAre, Annualized Adjusted EBITDAre and Net Debt. The Company believes these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs. However, such measures should not be considered in isolation or as an indicator of the Company's performance. Furthermore, they should not be seen as a substitute for metrics prepared in accordance with GAAP. Reconciliations of these measures to their most directly comparable GAAP measures for the periods that are presented in this presentation can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” in the Company’s Quarterly Report on Form 10-Q, which was filed with the SEC on November 5, 2020. BROADSTONE NET LEASE, INC. 2 INVESTOR PRESENTATION NOVEMBER 2020
628 Properties 41 States 1 Canadian Province >$600 Million Annual Acquisitions 2017 - 2019 182 / 169 / 54 Tenants / Brands / Industries 2.5% Top Tenant3 18.7% Top Ten Tenants3 10.8 Years WALT 2.1% Annual Escalation 97.9% Rent Collections in Q3 94.8% Financial Reporting2 99.8% Leased1 34.2% Master Leases BROADSTONE AT-A-GLANCE As of September 30, 2020 1 Based on square footage 2 Includes 6.4% of tenants who are public filers 3 % of ABR $900 Million Revolver Capacity Baa3 Moody’s Rating $288 Million Annualized Base Rent 44% Industrial 20% Healthcare 16% Restaurants 10% Office, 8% Retail, 2% Other BROADSTONE NET LEASE, INC. 3 INVESTOR PRESENTATION NOVEMBER 2020
Thoughtfully Constructed and Diversified Portfolio with Best-in-Class Metrics Deliberate and highly granular diversified strategy with exposure to desirable net lease sectors including industrial and healthcare Significant property type and tenant diversification has acted as a proven defensive hedge against economic distress Top tier portfolio metrics: 2.1% weighted average annual rent escalations, 10.8 years WALT, 18.7% top 10 tenant concentration Active Portfolio Management with Exceptional Results During COVID-19 Pandemic Consistently strong rent collections during Q3 of 97.9% with October rent collections of 98.5% Specialized infrastructure in place to support entire investment lifecycle across different property segments Proactive disposition strategy mitigates portfolio risk while facilitating value creation Differentiated and Proven Investment Strategy with Attractive Pipeline of Opportunities Diversified strategy allows for capital allocation flexibility across sectors and ensures consistent high-quality deal flow Proven track record deploying capital accretively with annual acquisition volume of $500+ million from 2015 – 2019 ~$97 million currently under contract or LOI status with a growing pipeline of attractive opportunities1 Scalable Growth-Oriented Platform with Fortified Investment Grade Balance Sheet Optimal size with a large efficient in-place platform, but small enough to drive meaningful growth Investment grade balance sheet (Baa3) with $840 million of liquidity and no near-term debt maturities Conservative leverage profile with net debt to adjusted EBITDAre of 5.0x2 Experienced Management Team with Deep Pool of Talent Experienced, cycle-tested management team constructed over 13 years with long-term relationships and expertise Diverse board of directors with meaningful public REIT experience and substantial personal investment in the Company Focus on corporate responsibility has been a cornerstone of Broadstone since inception Established REIT with Longstanding Track Record of Success 13-year operating history pursuing a diversified net lease strategy with a leading team, now proven through two cycles Publicly traded on the NYSE (BNL) with experience operating under substantially all public company requirements since 2017 Continued growth of the portfolio and consistent performance has delivered predictable cash flow and returns to investors INVESTMENT THESIS As of September 30, 2020 unless otherwise noted ¹As of November 4, 2020. There can be no assurance that BNL will acquire or originate any of the investments currently being pursued on attractive terms or at all 2Reflects net proceeds from partial exercise of underwriters' overallotment option subsequent to quarter end BROADSTONE NET LEASE, INC. 4 INVESTOR PRESENTATION NOVEMBER 2020
BROADSTONE NET LEASE (NYSE: BNL) Longstanding operating history and track record of success delivering results to shareholders ~30% GAV1 Growth CAGR since 2015 ACCELERATED GROWTH 1 Gross asset value “GAV” means undepreciated book value, which represents the fair value of the assets as of the date acquired, less any subsequent writedowns due to impairment charges BNL is founded Baa3 Moody’s rating Management Internalization & IPO Public / SEC filer FOUNDATION Thoughtful construction of BNL diversified portfolio and team AVERAGE EMPLOYEE TENURE: 4.1 YEARS AVERAGE SENIOR EMPLOYEE TENURE: 5.3 YEARS Employee Tenure (Years) ($mm) 5+ 25% 4 14% 3 9% 2 31% <2 18 EXEC 7.9 SVP 4.8 VP 4.5 2007 $22 2008 $63 2009$173 2010 $173 2011 $ $242 2012 $517 2013 $691 2014 $903 2015 $1,448 2016 $1,937 2017 $2,577 2018 $3,148 2019 $4,043 INVESTOR PRESENTATION NOVEMBER 2020 BROADSTONE NET LEASE, INC. 5 INVESTOR PRESENTATION NOVEMBER 2020
Q3 2020 AT-A-GLANCE For Three Months Ended ($ in thousands, except per share data) 9/30/2020 6/30/2020 Revenues $80,744 $80,371 Net income $9,711 $17,098 Net earnings per common share, diluted $0.08 $0.14 FFO $54,726 $56,485 FFO per share, diluted $0.44 $0.47 AFFO $47,077 $46,056 AFFO per share, diluted $0.38 $0.38 Diluted WASO 123,381 119,648 KEY OPERATING METRICS SUMMARY FINANCIAL RESULTS PORTFOLIO OVERVIEW Top 10 Tenant Concentration1 Top 20 Tenant Concentration1 $288 Million Annualized Base Rent 628 Properties 27.3 Million Square Footage 97.9% Rent Collection $9.8 Million Dispositions None Acquisitions 99.8% Leased $629 Million Gross IPO Funds Raised4 Strong Portfolio Operating Performance & Successful Execution of Initial Public Offering $4 Billion Enterprise Value 182 Tenants 54 Industries 10.8 years Weighted Average Lease Term Remaining 41 + BC States 2.1% Weighted Average Rent Escalation 94.8% Tenants providing Financial Reporting1,2 17.8% % Investment Grade Credit Rated Tenants1,3 As of September 30, 2020 1 % of ABR; 2 Includes 6.4% of ABR that is tied to assets with no reporting requirement, but whose tenant or guarantor is required to file publicly with the SEC or has its financials publicly available for reasons outside of public company requirements.3 Updated to reflect Tractor Supply Co.’s (NYSE: TSCO) investment grade issuer ratings assigned on October 21,2020 4Reflects proceeds from partial exercise of underwriters overallotment option subsequent to quarter end 5.0x Net Debt / Annualized Adjusted EBITDAre4 18.7% 31.8% BROADSTONE NET LEASE, INC. 6 INVESTOR PRESENTATION NOVEMBER 2020
HIGHLY DIVERSIFIED BY TENANT & INDUSTRY Industrial 44% Manufacturing 14% Distribution & Warehouse 14% Food Processing 6% Flex and R&D 6% Cold Storage 4% Office 10% Strategic Operations 5% Corporate Headquarters 3% Call Center 2% Healthcare 20% Clinical 9% Surgical 3% Animal Health Services 3% Life Science 3% Healthcare Services 2% Restaurants 16% Quick Service 9% Casual Dining 7% Retail 8% Automotive 3% General Merchandise 3% Home Furnishings 2% Other 2% Tenant Property Type # of Properties ABR as a % of Total Portfolio Red Lobster* Restaurants 24 2.5% Jack’s Family Restaurants* Restaurants 36 2.1% Axcelis Technologies Industrial 1 2.0% Hensley* Industrial 3 2.0% Outback Steakhouse 1 * Restaurants 23 1.8% Krispy Kreme Rest. / Ind. 27 1.8% BluePearl* Healthcare 12 1.7% Big Tex Trailers* Ind./ Retail/ Office 17 1.7% Siemens Industrial 2 1.6% Nestle Dreyer’s Industrial 1 1.5% Top 10 Tenants 146 18.7% Nationwide Mutual* Office 2 1.5% Arkansas Surgical Hospital Healthcare 1 1.5% American Signature Retail 6 1.4% Cascade Aerospace Industrial 1 1.3% Fresh Express Industrial 1 1.3% Aventiv Technologies Office 1 1.3% Bob Evans* Restaurant 23 1.3% Tractor Supply Co. Retail 14 1.2% Centene Management Office 1 1.2% Zips Car Wash* Retail 14 1.1% Top 20 Tenants 210 31.8% As of September 30, 2020 * Subject to master lease 1 Tenant’s properties include 21 Outback Steakhouse restaurants and 2 Carrabba's Italian Grill restaurants Top 20 Tenants PROPERTY TYPE Diversification (by ABR) $288mm Annualized Base Rent BROADSTONE NET LEASE, INC. 7 INVESTOR PRESENTATION NOVEMBER 2020
TARGETED PROPERTY TYPES INDUSTRIAL HEALTHCARE ABR % | $: 20% | $58mm Properties: 120 Square Feet: 2.6mm WALT: 8.4 years Avg. Annual Rent Escalation: 2.3% Clinical 44% Surgical 17% Animal Health Services 14% Life Science 13% Healthcare Services 12% Top Tenants KEY STATISTICS PROPERTY TYPE BREAKDOWN Top Tenants KEY STATISTICS PROPERTY TYPE BREAKDOWN As of September 30, 2020 ABR % | $: 44% | $128mm Properties: 112 Square Feet: 19.2mm WALT: 10.7 years Avg. Annual Rent Escalation: 2.0% Manufacturing 32% Distribution & Warehouse 31% Food Processing 14% Flex and R&D 13% Cold Storage 10% BROADSTONE NET LEASE, INC. 8 INVESTOR PRESENTATION NOVEMBER 2020
TARGETED PROPERTY TYPES RESTAURANTS Top Tenants KEY STATISTICS ABR % | $: 16% | $45mm Properties: 240 Square Feet: 1.1mm WALT: 16.1 years Avg. Annual Rent Escalation: 1.9% QSR 55% Casual Dining 45% OFFICE ABR % | $: 10% | $29mm Properties: 17 Square Feet: 2.1mm WALT: 7.7 years Avg. Annual Rent Escalation: 2.4% Strategic Operations 47% Corporate Headquarters 33% Call Center 20% RETAIL ABR % | $: 8% | $24mm Properties: 128 Square Feet: 2.3mm WALT: 11.0 years Avg. Annual Rent Escalation: 1.9% General Merchandise 35% Home Furnishings 24% Automotive 41% OTHER ABR % | $: 2% | $5mm Properties: 11 Square Feet: 0.1mm WALT: 11.6 years Avg. Annual Rent Escalation: 1.6% Other 100% PROPERTY TYPE BREAKDOWN As of September 30, 2020 16% ABR 10%ABR 8% ABR 2% ABR BROADSTONE NET LEASE, INC. 9 INVESTOR PRESENTATION NOVEMBER 2020
SIGNIFICANT GEOGRAPHICAL DIVERSITY 10.5% (TX) 6.3% (IL) 3–6% 0.1–3% Portfolio concentration (by ABR) 628 Properties 41 States + Canada (British Columbia) As of September 30, 2020; Map is shown for U.S. only, excluding single property in Canada (British Columbia) State ABR as a % of Total Portfolio 1 Texas 10.5% 2 Illinois 6.3% 3 California 5.4% 4 Wisconsin 5.4% 5 Florida 5.3% 6 Michigan 5.0% 7 Ohio 4.9% 8 Indiana 4.3% 9 North Carolina 3.7% 10 Massachusetts 3.3% Top 10 States 54.1% As of September 30, 2020 BROADSTONE NET LEASE, INC. 10 INVESTOR PRESENTATION NOVEMBER 2020
SIGNIFICANT CROSS-DIVERSIFICATION Significant Geographic, Property Type, and Industry Diversification Helps to Mitigate State Specific Risk $30.2mm of ABR $30.2mm of ABR STATE DIVERSIFICATION BY MSA STATE DIVERSIFICATION BY INDUSTRY STATE DIVERSIFICATION BY PROPERTY TYPE State: Texas Concentration: 1 ABR: % | $ 10.5% | $30.2mm Tenants: 29 Properties: 53 Property Types: 5 Industries: 16 MSAs: 19 ($ in millions) ($ in millions) STATE EXPOSURE AT-A-GLANCE TENANT INDUSTRY PROPERTY TYPE ABR % STATE ABR Home Furnishings $5.2 17.4% Restaurants $4.4 14.4% Health Care Facilities $4.1 13.6% Application Software $3.7 12.4% Managed Health Care $3.3 10.8% Auto Parts & Equipment $2.6 8.7% Data Processing & Outsourced Services $1.6 5.2% Packaged Foods & Meats $1.4 4.8% Automotive Retail $0.9 2.9% Office Services & Supplies $0.9 2.8% Specialty Stores $0.5 1.5% Soft Drinks $0.4 1.5% General Merchandise Stores $0.4 1.5% Metal & Glass Containers $0.4 1.2% Specialized Consumer Services $0.3 0.9% Oil & Gas Equipment & Services $0.1 0.4% TOTAL $30.2 100.0% As of September 30, 2020 Dallas Austin Houston Sherman Mt. Pleasant Lubbock Tyler All Other $0.5 $0.7 $3.2 $1.3 $1.4 $3.6 $6.2 $13.3 ABR BROADSTONE NET LEASE, INC. 11 INVESTOR PRESENTATION NOVEMBER 2020
TOP-TIER PORTFOLIO METRICS WEIGHTED AVERAGE RENT ESCALATION STRONG RENT ESCLATIONS Lease Escalation Frequency Lease Escalation Provisions Flat 1.7% Other Frequencies1 10.8% Annual79.1% Flat 1.7% WALT: 10.7 8.4 16.1 7.7 11.0 11.6 Weighted Average of 2.1% LONG WEIGHTED AVERAGE LEASE DURATION WITH MINIMAL NEAR-TERM EXPIRATIONS As of September 30, 2020 1 Includes 2,3, and 4 year escalations and other escalation arrangements Weighted Average of 10.8 Years CPI 15.8% Fixed 82.5 Every 5 years 8.4% Office 2.4% Healthcare 2.3% Industrial 2.0% Restaurant 1.9% Retail 1.9% Other 1.6% Industrial Healthcare Restaurant Office Retail Other 2020 0.0% 2021 0.5% 2022 1.2% 2023 1.8% 2024 4.7% 2025 2.7% 2026 6.2% 2027 8.0% 2028 9.2% 2029 6.6% 2030 17.2% 2031 1.8% 2032 7.5% 2033 5.3% 2033 5.3% 2034 1.9% 2035 6.2% 2036 3.3% 2037 5.1% 2038 2.3% 2039 3.1% 2040+ 5.4% ABR BROADSTONE NET LEASE, INC. 12 INVESTOR PRESENTATION NOVEMBER 2020
Q3 Uncollected Rent 2.1% Abated Rent 1.4% Deferred Rent 0.6% Bankruptcy Related 0.1% RENT COLLECTION SUMMARY Q3 Collected Rent 97.9% RENT COLLECTION PROGRESSION 95.5% 97.9% Q3 2020 October Q2 2020 98.5% Granular Diversification and Active Portfolio Management Have Yielded Top Tier Rent Collections COVID RENT RELIEF REQUESTS +2.4% +0.6% PARTIAL RENT DEFERRALS PARTIAL RENT ABATEMENTS Unresolved requests None Requests received during Q3 None Rent deferrals granted 14 Deferred rent collected in Q3 100% Wtd. avg. deferral period remaining 0 months Deferred rent scheduled to be repaid $1.8 million Wtd. avg. repayment period remaining 4.2 months Partial rent abatements granted 1 Lease term extension negotiated 3 years Partial base rent collected in Q3 100% Wtd. avg. abatement period remaining 4 months Upside percentage rent collected in Q3 $0.2 million As of September 30, 2020, October collection information as of October 31, 2020 BROADSTONE NET LEASE, INC. 13 INVESTOR PRESENTATION NOVEMBER 2020
RENT COLLECTIONS BY TOP 20 TENANT INDUSTRIES Q3 2020 RENT COLLECTIONS FROM TOP 20 TENANT INDUSTRIES Highly Diversified Portfolio has Mitigated Property Type and Industry Specific Risk Q3 Base Rent (% Pre-Pandemic Rents) Portfolio Diversification # ABR Portfolio Industry Collected Deferred Abated Bankruptcy Properties $(000s) ABR % Healthcare Facilities 100.0% — — — 95 45,500 15.8% Restaurants 91.2% — 8.8% — 240 45,370 15.8% Food Distributors 100.0% — — — 7 12,775 4.4% Packaged Foods & Meats 100.0% — — — 6 11,237 3.9% Auto Parts & Equipment 100.0% — — — 31 10,153 3.5% Metal & Glass Containers 100.0% — — — 8 9,602 3.3% Specialized Consumer Services 100.0% — — — 37 9,452 3.3% Healthcare Services 100.0% — — — 16 8,197 2.8% Home Furnishing Retail 96.7% — — 3.3% 17 8,007 2.8% Aerospace & Defense 100.0% — — — 6 7,461 2.6% Distributors 100.0% — — — 12 6,818 2.4% Electronic Components 100.0% — — — 2 6,514 2.3% Air Freight & Logistics 100.0% — — — 3 6,442 2.2% Specialty Stores 89.5% 10.5% — — 15 6,219 2.2% Industrial Machinery 94.9% 5.1% — — 15 5,479 1.9% Home Furnishings 100.0% — — — 2 5,233 1.8% Industrial Conglomerates 100.0% — — — 2 4,646 1.6% Internet & Direct Marketing Retail 100.0% — — — 2 4,643 1.6% Paper Packaging 100.0% — — — 3 4,190 1.5% Multi-line Insurance 100.0% — — — 2 4,165 1.4% All Other 98.8% 1.2% — — 107 65,894 22.9% Total 97.9% 0.6% 1.4% 0.1% 628 287,997 100.0% As of September 30, 2020 BROADSTONE NET LEASE, INC. 14 INVESTOR PRESENTATION NOVEMBER 2020
DIFFERENTIATED INVESTMENT APPROACH Agile Investment Strategy Enables Identification of Attractive Investment Opportunities A decade plus of experience sourcing, underwriting, and managing a portfolio diversified across traditional and emerging net lease sectors Significant presence in industrial, healthcare, restaurant, office and retail, supplemented by other emerging net lease property types Flexibility to identify adjacent property sectors well-suited for long term leases Specialized infrastructure conducive to staying ahead of industry trends Executing acquisitions in emerging sectors prior to institutionalization has helped generate attractive returns Increased investment opportunity and consistency in deal flow Enhanced ability to adhere to stringent underwriting standards in competitive environment Drives attractive risk-adjusted returns over the long-term Diversified Core Property Sectors Attractive Capital Allocation Proven Investment Strategy Other Restaurant Retail Industrial Office Healthcare Veterinary Clinics Lab Space Cold Storage BROADSTONE NET LEASE, INC. 15 INVESTOR PRESENTATION NOVEMBER 2020
SYSTEMATIC INVESTMENT APPROACH LEASE ASSUMPTION SALE LEASEBACK FORWARD COMMITMENTS EXISTING PORTFOLIO ADD-ONs PROPERTY EXPANSIONS & Improvements EXISTING PORTFOLIO NEW OPPORTUNITIES INVESTMENT TYPE DESCRIPTION Acquire single-tenant property with a simultaneous new long-term lease with seller Maximum flexibility to negotiate lease terms coupled with strength of our own lease form Acquire single-tenant property with existing lease Deepest market opportunity set Focus on lease modifications to strengthen lease structure and improve risk-adjusted return Take-out of newly constructed property upon completion from developer or existing tenants Drive higher risk-adjusted returns via attractive cap rates and long lease term Addition of property from existing tenant strengthens relationship and leads to potential future opportunities Directly sourced opportunities from preferred tenants already underwritten and routinely monitored Fund construction for existing single-tenant property with long-term lease already in place Collaborate in design and construction of property or approval Opportunity to enhance lease structure and / or extend lease term INVESTMENT TEAMS: CURRENT OWNERS BROKERAGE NETWORK DEVELOPMENT PARTNERS TENANT RELATIONSHIPS PRIVATE EQUITY SOURCING CHANNELS: INDUSTRIAL HEALTHCARE RESTAURANT / RETAIL UPREIT BROADSTONE NET LEASE, INC. 16 INVESTOR PRESENTATION NOVEMBER 2020
% of GAV1 38.0% 26.8% 26.5% 19.3% 25.5% Acquisitions Cap Rate2 6.9% 6.8% 7.2% 6.9% 6.6% PROVEN INVESTMENT APPROACH CONSISTENT ANNUAL ACQUISITION VOLUME OF $500mm+ From 2015 - 2019 As of September 30, 2020 ¹ Gross asset value “GAV” means undepreciated book value, which represents the fair value of the assets as of the date acquired, less any subsequent write-downs due to impairment charges 2Represents the estimated first year cash yield, calculated as specified cash base rent for the first full year after investment divided by property purchase price Long-Standing Diversified Strategy Provides Acquisition Flexibility from Year to Year Without Dramatically Influencing Overall Portfolio Concentration Volume ($mm) Industrial Healthcare Restaurants Office Retail Other 2015 $179 $136 $233 $550 $2 2016 $65 $69 $174 $128 $44 $519 $39 2017 $206 $147 $60 $80 $175 $684 $16 2018 $183 $207 $90 $92 $607 $35 2019 $859 $38 $6 $64 $65 $1,032 BROADSTONE NET LEASE, INC. 17 INVESTOR PRESENTATION NOVEMBER 2020
ATTRACTIVE PIPELINE OF OPPORTUNITIES ~$17.3bn of Deals Sourced and Reviewed YTD Well Positioned to Continue Driving Growth and Attractive Risk-Adjusted Returns RESTAURANTS & RETAIL INDUSTRIAL HEALTHCARE LOI CLOE >$600mm of Annual Acquisitions 2017-2019 Annualized Deal Flow of ~$20.0bn Acquisition pipeline information as of November 4, 2020 ¹There can be no assurance that BNL will acquire or originate any of the investments currently being pursued on attractive terms or at all $340mm+ of Active Prospects Currently Under Review1 $97mm+ of Advanced Stage Opportunities1 3% - 5% conversion rate Amount $97 million Transactions 6 Under Contract 2 Executed LOI 4 Cap Rate 6.9% Rent Escalation 1.9% WALT 14.1 years ADVANCED STAGE OPPORTUNITIES Amount $69 million $13 million $10 million $5 million Transactions 2 1 2 1 Under Contract 1 - 1 - Executed LOI 1 1 1 1 Cap Rate 7.0% 6.4% 6.9% 7.3% Rent Escalation 2.0% 2.0% 1.7% 0.5% WALT 14.7 years 16.0 years 10.0 years 10.0 years INDUSTRIAL HEALTHCARE RESTAURANT RETAIL ADVANCED STAGE OPPORTUNITIES BY PROPERTY TYPE Industrial 71.0% Healthcare 10.1% Restaurant -QSR 13.6% Retail 5.3% BROADSTONE NET LEASE, INC. 18 INVESTOR PRESENTATION NOVEMBER 2020
PLATFORM WELL POSITIONED TO CONTINUE EXECUTING GROWTH STRATEGY Defensive leverage profile with strong access to capital Carefully constructed platform built to sustain targeted growth levels Specialized, national sourcing model with growing pipeline of opportunities Diversified acquisition strategy provides flexibility to optimize risk / return profile “Sweet spot” sizing – meaningful scale yet modest acquisitions move the needle Highly scalable infrastructure already in place and operating efficiently 1 2 3 4 5 6 BROADSTONE NET LEASE, INC. 19 INVESTOR PRESENTATION NOVEMBER 2020
WELL CAPITALIZED BALANCE SHEET ($ in thousands) Sept 30, 2020 Equity Common Stock 141,273 OP Units 12,226 Common Stock & OP Units 153,499 Price Per Share / Unit $16.78 Equity Market Capitalization $2,575,710 % of Total Capitalization 62.4% Debt Unsecured Revolving Credit Facility $ – Unsecured Term Loan Facilities 965,000 Senior Unsecured Notes 475,000 Mortgage Debt – Various 109,076 Total Debt $1,549,076 % of Total Capitalization 37.6% Enterprise Value Total Capitalization $4,124,786 Less: Cash and Cash Equivalents (101,787) Enterprise Value $4,022,999 TOTAL CAPITALIZATION DETAIL Baa3 Credit Rated Balance Sheet with Well Laddered Maturities and Strong Liquidity TOTAL CAPITALIZATION DEBT MATURITY SCHEDULE Common Stock OP Units Unsecured Term Loans Senior Unsecured Notes Mortgage Debt Total Capitalization $4.1bn ($mm) Unsecured Credit Facilities Undrawn Revolver Capacity Senior Unsecured Notes Mortgages As of September 30, 2020 11.5% 23.4% 5.0% 57.4% 2020 2021 $15 2022 $60 2023 $1,173 2024 $190 2025 $20 2026 $468 2027 $150 2028 $273 2029 2030+ $100 BROADSTONE NET LEASE, INC. 20 INVESTOR PRESENTATION NOVEMBER 2020
EMPHASIS PLACED ON LIQUIDITY As of September 30, 2020 1Reflects net proceeds from partial exercise of underwriters overallotment option subsequent to quarter end 2Calculated in accordance with current unsecured credit facility and unsecured term loans and senior notes 3 Net Debt / Annualized Adjusted EBITDAre 4Calculated in accordance with current unsecured senior notes LEVERAGE PROFILE EVOLUTION3 KEY CREDIT METRICS Conservative Leverage Profile & Ample Liquidity to Execute Growth Strategy 3.25x Fixed Charge Coverage Ratio2 2.6% Secured Indebtedness Ratio2 5.00x Net Debt / Annualized Adjusted EBITDAre1 Baa3 Investment Grade Rated 38% Market Leverage AMPLE COVENANT HEADROOM $840 Million of Corporate Liquidity CORPORATE LIQUIDITY PROFILE ($mm) 1 4 4 2 2 2 Cash and Cash Equivalents Available Revolver Capacity 2019 Q3 $204 $2018 Q4 $268 $280 2020 Q1 $93 $51 $144 Q2 $149 $158 Q3 $102 $738 $840 2019 Q3 7.18x Q4 7.04x 2020 Q1 7.50x Q2 7.23x Q3 5.20x Q3 (Proforma 1) 5.00x Covenant Requirement Q3 2020 Leverage <60% Ratio 4 37% Secured <40% Indebtedness2 3% Unencumbered>1.75x Coverage Ratio 2 542x Fixed Change >1.50x Coverage Ratio 23.25x Unencumbered<60% Property 4 40% BROADSTONE NET LEASE, INC. 21 INVESTOR PRESENTATION NOVEMBER 2020
SHAREHOLDER FRIENDLY GOVERNANCE Name, tenure Prior experience Amy L. Tait (Chairman) 13 years Founder, Broadstone Net Lease Former EVP & Director, Home Properties Inc. Christopher J. Czarnecki 3 years President & CEO, Broadstone Net Lease Joined BNL in 2009 Agha S. Khan 5 years Senior Principal, Stone Point Capital Board of Directors (Independent) Board of Directors (Insiders) Name, tenure Prior experience Laurie A. Hawkes (Lead) 4 years Co-founder, American Residential Properties Former President, U.S. Realty Advisors Geoffrey H. Rosenberger 13 years Co-founder, Clover Capital Management Former board member, Manning & Napier Shekar Narasimhan 13 years Co-founder & Managing Partner, Beekman Advisors Former Chairman & CEO, WMF Group James H. Watters 13 years SVP & Treasurer, Rochester Institute of Technology Board member, Canandaigua National Corp. David M. Jacobstein 7 years Former President & COO, Developers Diversified Realty Corp. Trustee, Corporate Office Properties Trust Key GOVERNANCE highlights Majority independent board All required committees are independent Elected to opt out of MUTA Significant equity investment by board members Minimum stock ownership requirements Significant diversity, 50% women and minorities Further alignment of interest driven by substantial equity investment held by Board members BROADSTONE NET LEASE, INC. 22 INVESTOR PRESENTATION NOVEMBER 2020
A CULTURE OF CORPORATE RESPONSIBILITY Environmental Responsibility Social Responsibility Community Engagement Diversity Hiring Practices BNL is constantly exploring initiatives that promote sustainable environmental practices “Go Green” Initiative Subcommittee Environmental Considerations In Our Office Tenant & Portfolio Practices BNL works to foster a culture that is dynamic, collaborative, collegial, and based on trust Corporate Responsibility Has Been a Cornerstone of Broadstone Since Inception Employee Satisfaction Based on an employee-feedback survey, BNL has won the Rochester top workplaces award six years in a row Wellness Programs Employee Satisfaction & Appreciation BROADSTONE NET LEASE, INC. 23 INVESTOR PRESENTATION NOVEMBER 2020
ADDITIONAL INFORMATION BROADSTONE NET LEASE, INC.
GAAP RECONCILIATIONS FUNDS FROM OPERATIONS (FFO), ADJUSTED FUNDS FROM OPERATIONS (AFFO) (1) Excludes 216 weighted average shares of unvested restricted common stock for the three months ended September 30, 2020. (2) Excludes $46 from the numerator for the three months ended September 30, 2020, related to dividends paid or declared on shares of unvested restricted common stock. For the three months ended (in thousands, except per share data) September 30, 2020 2019 Net income $ 9,711 $ 25,038 Real property depreciation and amortization 31,343 28,392 Gain on sale of real estate (1,060) (12,585) Provision for impairment on investment in rental properties 14,732 2,435 FFO $ 54,726 $ 43,280 Capital improvements / reserves 1,662 — Straight-line rent adjustment (6,943) (5,499) Adjustment to provision for credit losses (15) — Cost of debt extinguishment 392 455 Amortization of debt issuance costs 819 611 Amortization of net mortgage premiums (34) (37) Gain on interest rate swaps and other non-cash interest expense (42) (41) Amortization of lease intangibles 151 (873) Internalization expenses 1,929 923 Stock-based compensation 796 — Change in fair value of earnout liability (6,362) — Other losses (2) — AFFO $ 47,077 $ 38,819 Diluted WASO (1) 123,381 105,516 Net earnings per share, basic and diluted (2) $ 0.08 $ 0.24 FFO per diluted share (2) 0.44 0.41 AFFO per diluted share (2) 0.38 0.37 BROADSTONE NET LEASE, INC. 25 INVESTOR PRESENTATION NOVEMBER 2020
GAAP RECONCILIATIONS EBITDA, EBITDAre, Adjusted EBITDAre, Net Debt to Annualized Adjusted EBITDAre For the three months ended September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 September 30, 2020 Net income $ 25,038 $ 27,712 $ 11,848 $ 17,098 $ 9,711 Depreciation and amortization 28,392 30,829 31,219 39,921 31,363 Interest expense 18,465 21,509 20,991 19,513 18,511 Income taxes 405 1,262 549 402 129 EBITDA $ 72,300 $ 81,312 $ 64,607 $ 76,934 $ 59,714 Provision for impairment of investment in rental properties 2,435 — 2,133 534 14,732 Gain on sale of real estate (12,585) (13,142) (7,619) (1,046) (1,060) EBITDAre $ 62,150 $ 68,170 $ 59,121 $ 76,422 $ 73,386 Adjustment for current quarter investment activity (1) 8,898 346— — — Adjustment for current quarter disposition activity (2) (549) (1,015) (285) (52) (78) Adjustment to exclude non-recurring expenses associated with the Internalization 923 2,463 1,205 389 1,929 Adjustment to exclude change in fair value of earnout liability — — 4,177 (6,321) (6,362) Adjustment to exclude write-off of accrued rental income (3) — — 3,993 — — Adjustment to exclude cost of debt extinguishments 455 — 22 — 392 Adjustment to exclude lease termination fees (407) — — (276) — Adjusted EBITDAre $ 71,470 $ 69,964 $ 68,233 $ 70,162 $ 69,267 Annualized Adjusted EBITDAre $ 285,880 $ 279,856 $ 272,932 $ 280,648 $ 277,068 September 30, 2020 (in thousands) September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 Reported Pro Forma (4) Debt Mortgages and notes payable, net $ 112,562 $ 111,793 $ 110,464 $ 109,512 $ 108,752 $ 108,752 Unsecured term notes, net 1,671,511 1,672,081 1,672,587 1,673,092 1,433,495 1,433,495 Revolving Credit Facility 303,300 197,300 353,300 248,300— — Debt issuance costs 8,862 8,277 7,767 7,268 6,829 6,829 Gross Debt 2,096,235 1,989,451 2,144,118 2,038,172 1,549,076 1,549,076 Cash and cash equivalents (14,008) (12,455) (93,151) (9,241) (101,787) (157,717) Restricted cash (30,107) (7,856) (3,561) (601) (7,200) (7,200) Net Debt $ 2,052,120 $ 1,969,140 $ 2,047,406 $ 2,028,330 $ 1,440,089 $ 1,384,159 Net Debt to Annualized Adjusted EBITDAre 7.18x 7.04x 7.50x 7.23x 5.20x 5.00x (1) Reflects an adjustment to give effect to all acquisitions during the quarter as if they had been acquired as of the beginning of the quarter.(2) 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.(3) Represents non-cash adjustment to write-off accrued rental income associated with a customer in bankruptcy. (4) Reflects net proceeds received from partial exercise of underwriters' overallotment option subsequent to quarter end. BROADSTONE NET LEASE, INC. 26 INVESTOR PRESENTATION NOVEMBER 2020
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