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Broadstone Net Lease, Inc.
NAREIT Presentation – June 2014
© 2014 Broadstone Real Estate, LLC. All rights reserved. Updated on 5/30/2014.
Introduction & Acquisitions
Amy L. Tait – Chairman & CEO
2
Broadstone Net Lease, Inc. (BNL) - Introduction
• BNL is a private Real Estate Investment Trust (REIT) with no direct employees, focusing
on acquiring and holding freestanding, single tenant, net-leased properties
• Externally managed by Broadstone Real Estate, LLC, a certified Women’s Business Enterprise
• Founders are the Leenhouts/Tait Families – Previously founded Home Properties, Inc. (Public
REIT, NYSE: HME)*
• Admitted first outside shareholders on 12/31/07; currently have over 770 accredited
shareholders, who have invested over $374 million.
• Management team and Board of Directors holds more than $22 million worth of shares, all
invested on the same terms as other investors
• 7% annual dividend (distribution) yield for new investors - paid out of current Funds From
Operations; distribution per share has increased six times, from $3.50 to $4.68
• Share price (DSV) has increased ten times, from $50 to current price of $67
Note: Please see important disclosures on the DSV (Determined Share Value) and distribution yield in the supplemental
section of this document. Determination of management/Director ownership is based on total shares held multiplied
by current DSV of $67. All data as of May 15, 2014
*There is no current affiliation with Home Properties, Inc.
3
Industrial$75.7 , 35%Medical
$51.5, 24%
Retail$87.9, 41%
Acquisitions Summary – Trailing 12 Months
• Acquired 53 properties in 19
states
• $215 million combined
purchase price
• 7.2% average cap rate with
2.2% average annual rent
increase
• 14+ years average remaining
lease term
Acquisitions by Asset Class
(in millions)
4
$0
$20,000,000
$40,000,000
$60,000,000
$80,000,000
$100,000,000
$120,000,000
$140,000,000
Quarterly Transaction Volume Since BNL Offering
2Q Projection
5
-
100,000,000
200,000,000
300,000,000
400,000,000
500,000,000
600,000,000
700,000,000
800,000,000
900,000,000
Total Equity Fixed Rate/Hedged Debt Unsecured Floating Rate Debt
Share price
set at $52
Share price
set at $54
Share price
set at $56
Share price
set at $57
Share price
set at $62
Share price
set at $64
Share price
set at $50
Share price
set at $59
Share price
set at $66
BNL – A History of Growth
Note: Total equity is calculated by multiplying the total number of common shares and operating company units
outstanding at each quarter end by BNL’s then current determined share value (DSV). Please see important information
on how BNL’s DSV is calculated in the Supplemental Information Section of this presentation.
Share price
set at $65
6
BNL – The Current Portfolio
• Approximately $818M portfolio value (at current share price of $67)
• 209 properties in 31 states with 58 tenants, diversified by industry
• Average remaining lease term of approximately 15 years
• none expire prior to 2020
• more than 30% of lease revenue from leases expiring after 2030
• Conservative 50% leverage target
All data as of May 15, 2014 7
BNL – Property Map
Note: The points above represent approximate locations of BNL’s properties.
Please refer to BNL’s most current private placement memorandum (PPM) for a complete property schedule with addresses.
All data as of May 15, 2014
Total Properties: 209
Number of States: 31
8
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
14.00%
Total Properties: 209 Total States: 31
BNL – Geographic Diversity
Note: The percentages above are calculated based upon BNL’s current monthly potential contractual rental revenue on a per
state basis divided by total potential contractual rental revenue. Late payments, non payments or other unscheduled payments
are not considered in the calculation.
All data as of May 15, 2014.
Investment Policy limits any state to
20% weighting, any metropolitan
area to 10% exposure
9
0%
5%
10%
15%
20%
25%
30%
35%
40%
BNL – Lease Expiration Schedule
Note: The percentages above are calculated based upon the starting rent of each property divided by the total lease
commencement rent for the entire portfolio. Annual lease escalations, late payments, non payments or unscheduled payments
are not taken into account. All data as of May 15, 2014.
No Lease Expirations
Until 2020
10
BNL – Tenants of Distinction
Retail Industrial Medical
Note: The collection of logos above do not represent all of the tenants in BNL’s portfolio. In addition, the logos above
may not represent BNL’s actual tenant but a lease guarantor, tenant franchise or a D/B/A (doing business as).
Please refer to BNL’s most current private placement memorandum (PPM) for a complete property schedule.
All data as of May 15, 2014
11
BNL – Rent Revenue Diversification and Risk Reduction
Rental Revenue by Industry Rental Revenue by Tenant/Brand – Limit 10%
Note: The percentages above are calculated based upon BNL’s current monthly potential contractual rental revenue on a per
property type basis divided by total potential contractual rental revenue. Late payments, non payments or other unscheduled
payments are not considered in the calculation. All data as of May 15, 2014
Tenant / Brand Industry% of
Revenue
# of
Sites
Wendy's (2 Tenants) Restaurant 7.7% 34
Taco Bell (5 Tenants) Restaurant 5.9% 30
My Dentist Medical 5.5% 21
Unity Health Systems Medical 4.4% 1
Shemin Retail 4.4% 9
Siemens Industrial 4.3% 1
Hess Collection Winery Industrial 3.7% 1
Applebees (3 Tenants) Restaurant 3.4% 8
HMA Medical 3.1% 3
NYPRO Industrial 2.9% 1
Total 45.3% 109
All Others 54.7% 100
Industrial, 34.4%
Medical, 34.2%
Restaurant, 20.1%
Retail, 4.30%
C-Store, 3.0%
Specialty Office, 2.0%
12
BNL Portfolio: Percentage of Public or Rated-Credit Tenants
9.40%
17.10%
25.20%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
2011 2012 2013
13
BNL Timeline – Acquisition Cap Rates by Deal Size
Medical
Retail
Acquisition Pipeline
(Under Contract)
6.00%
7.00%
8.00%
9.00%
10.00%
Restaurants C-Stores
IndustrialOffice
14
Fall 2013: Siemens (Industrial)
• Location: Hoffman Estates, IL
• Acquired: October, 2013
• Acquisition price: $36.3 million
• Acquisition cap rate: 6.85%
• Lease Terms: New 10-year lease
• Annual rent increases: 2.5%
• Total Building Square Footage: 382,200 sq. ft.
15
Winter 2013: Rally Automotive Group & Fiberspar
• Acquired in December 2013, the Fiberspar industrial
building was constructed in 2012 and manufactures a
proprietary flexible pipe used in the oil and gas pipeline
industry.
• Location: Johnstown, CO
• Acquisition price: $19.25 million
• Acquisition Cap Rate: 7.03%
• Lease Term: 11 years
• Annual rent increases: 2.5%
• UPREIT transaction for portfolio of three Rally
Automotive Group locations in CA: November 2013
• Acquisition price: $11.5 million
• Lease Term: New 15-year lease
• Acquisition Cap Rate: 7.30%
• Annual rent increases: 2.50%
16
Fall 2013 & Spring 2014 - Shemin Nurseries
Fall 2013: Portfolio sale leaseback with national landscape supply
company
Location 8 Sites in MD, VA, NC, PA, OH, CT
Acquisition Price $13.8 million
Acquisition Cap Rate 9.1%
Lease Term 16 years
Annual Rent Increases 2.5%
Property Type Retail
Date Acquired October, 2013
17
Spring 2014: Sale leaseback of
Shemin HQ site completed.
Location: Greenwich, CT
Acquisition Price: $17.8 million
Lease Term: 25 years
Date Acquired: April, 2014
Summer 2014: Shutterfly
18
• Forward Commitment:
acquisition of newly constructed
office/industrial facility
• Anticipated completion and
acquisition: July 2014
• Tenant: Shutterly, Inc.
• Location: Shakopee, MN
(Minneapolis)
• Acquisition price: $28.6
million
• Total Square Feet: 217,000
• Initial Lease Term: 10 years
• Cap rate: 7.23%
Capitalization and Results
Chris J. Czarnecki - CFO
19
Source of Equity Capital - 2013
Sources of Equity
20
BNL – Current Capitalization Structure
Equity: 52.7%
Common Stock ($394.5M) 48.3%
Operating Company Interests ($36.0M) 4.4%
Total: $430.5M
Debt: 47.3%
Fixed Rate Mortgage Debt ($102.2M) 12.5%
Fixed Rate/Hedged Unsecured Debt ($270.0M) 33.0%
Unsecured Floating Rate Debt ($15.0M) 1.8%
Total: $387.2M
Total Portfolio Capitalization = $817.7M
Note: All data as of May 15, 2014. The value of common stock and operating company unit equity is calculated by multiplying
the total number of common shares and units by BNL’s current DSV of $67. The data above assumes cash balances used to
pay down line of credit (LOC) after month end. The fixed/hedged unsecured debt encompasses both outstanding term notes
and a portion of BNL’s LOC.
Common Equity
OP Unit Equity Fixed Rate Mortgage Debt
Fixed Rate/Hedged
Unsecured DebtUnsecured Floating Rate Debt
21
-
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
100,000
Mortgage Debt Interest Rate Swaps
BNL – Interest Rate Exposure & Staggered Debt Maturities
Note: Amounts shown above are in thousands (000’s). Totals reflects original balances without adjusting for regular amortization
payments and assumes unsecured term loan and line of credit extension options to 2017 and 2020 have been exercised. All data as of
May 15, 2014. For a complete list of BNL’s mortgage debt and interest rate swap exposure please see the most current copy of
BNL’s private placement memorandum.
BNL Interest
Rate Exposure
[Boxes reflect the
weighted average
interest rate of fixed
rate debt or interest
rate swap that expires
in each year]
BNL Debt
Maturities
5.4%
5.2%
5.1%
4.7%
6.5%
3.8%
6.6%
6.0%
5.5%
$0
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
$140,000
$160,000
$180,000
$200,000
Mortgage Debt Unsecured Credit Facilities
5.4%
5.0%
22
Unsecured Credit Facilities
• 7 Year Term Facility (Closed October, 2013):
• $185 million senior unsecured credit facility
• Participants:
Regions Bank (Sole Lead Arranger and Administrative Agent), Wells Fargo Bank N.A
(Syndication Agent), Bank of Montreal (Documentation Agent), RBS Citizens, SunTrust
• 5 Year Facility (Closed October, 2012):
• $200 million ($100 million LOC, with $100 million accordion & $100 million term note)
• Participants:
M&T Bank (Joint Lead Arranger), Regions Bank (Joint Lead Arranger), Bank of Montreal,
Bank of America, RBS Citizens
Note: The five year facility has an initial term of 3 years with 2, one-year extension options (borrower options). This facility is
shown as a 2017 maturity on the proceeding page. The 7 year facility has an initial term of 3 years with 2, two-year extension
options (borrower options). This facility is shown as a 2020 maturity on the proceeding page.
23
BNL – A History of Predictable Results
Note: Please see important performance disclosures related to the chart above in the Supplemental Information Section of this
presentation. Included in this sections are definitions of FFO, AFFO, O-AFFO and CAGR (compounded annual growth rate).
FFO, AFFO and O-AFFO are non GAAP financial metrics. The definitions in the Supplemental Information Section provide a roadmap from
GAAP net income to the calculation of these metrics.
$2.93
$3.37 $3.50
$4.05 $4.24
$5.02
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
$5.50
2008 2009 2010 2011 2012 2013
11.4% CAGR
Annual Per Share Results – O-AFFO*
24
Q1 2013 O-AFFO v. Q1 2014 O-AFFO
$1.27
$1.28
$1.29
$1.30
$1.31
1Q2013 1Q2014
+1.1%
25
BNL – Producing Results for Shareholders
Note: Performance data represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance data presented. BNL is not
required by law to follow any standard methodology when calculating and representing performance data. The Average Annual Total Return Chart is prepared on a rolling 12 month basis. For
example the total return figure for the 1-Year period (top chart) covers the period from May 15th, 2013 to March 15th, 2014. The performance of BNL may not be directly comparable to the
performance of other private or registered REITs. Please see the Supplemental Information Section of the presentation for important definitions and calculation methodologies. All
performance data above is presented net of fees.
For 2008 and 2009, BNL’s share price (Determined Share Value – DSV) was fixed at $50 per share under its initial private
placement memorandum. BNL’s Independent Directors did not actively review the DSV until 2010.
Broadstone Net Lease Average Annual Total Returns (as of May 15, 2014)
YTD 1-Year 3-Year 5-Year Inception (1/1/2008)
Total Return % 6.68% 11.97% 15.17% 13.69% 12.18%
*Assumes dividend reinvestment
Broadstone Net Lease Calendar Year Total Returns (as of May 15, 2014)
2008 2009 2010 2011 2012 2013
Annual Return % 5.31% 7.12% 11.64% 15.60% 13.08% 17.89%
26
Supplemental
Information
27
Organization Chart
Broadstone Asset Management
Broadstone Commercial Management
Broadstone Residential Management
28
Key Staff Biographies – Part One
Norman Leenhouts, Chief Investment Officer and Director
Norman has over 40 years of experience in residential and commercial real estate, including retail, industrial, office and
land development. He and his brother Nelson Leenhouts formed Home Leasing Corporation in 1967. They took their
apartments public in 1994 to form Home Properties, Inc. where Norm served as Co-Chief Executive Officer and
Chairman of the Board. As Co-CEO, he supervised acquisitions totaling several billion dollars. The company now has a
total market capitalization over $5 billion. Norman co-founded and joined Broadstone Real Estate in 2006.
Norm serves on the boards of the University of Rochester, Roberts Wesleyan College, the Free Methodist Church of
North America and chairs the boards of the Charles Finney School, Heritage Christian Foundation and Edgewood Free
Methodist Church. He is a graduate of the University of Rochester, a certified public accountant and a real estate broker.
Amy L. Tait, Chairman, Chief Executive Officer & President
Amy has over 30 years of commercial real estate experience. Beginning in 1980, she spent three years with Chemical Bank
in management training and commercial real estate lending before joining Home Leasing Corporation, the predecessor to
Home Properties (NYSE:HME). She then served as the Executive Vice President of HME from its IPO in 1994 to her
retirement in 2001. Amy’s responsibilities have included acquisitions, finance, capital markets, investor relations, legal,
human resources, and strategic planning. She served as a Director and chair of Home Properties’ Real Estate Investment
Committee until 2012. Amy co-founded and joined Broadstone Real Estate in 2006. Other recent activities have included
Chair of the Greater Rochester United Way board, Trustee of the Allendale Columbia School and a Director of IEC
Electronics.
Amy is a member of Pension Real Estate Association (PREA) and serves on the Board of Governors of the National
Association of Real Estate Investment Trusts® (NAREIT). She is also currently a Director of Broadstone Net Lease, Inc.,
Broadtree Homes, Inc. and M&T Bank’s Rochester Regional Advisory Board. Her community activities include the Simon
School Executive Advisory Committee and National Council, VisitRochester, and the Finger Lakes Regional Economic
Advisory Council. She holds a BS degree in Civil Engineering from Princeton University and an MBA from the Simon
Graduate School of Business.
29
Key Staff Biographies - Part 2
Chris Czarnecki, Chief Financial Officer
Chris joined Broadstone in 2009 and is responsible for leading capital markets, accounting and property management. His
primary responsibilities include raising new debt and equity capital for investment, managing investor relations, conducting
industry research, board and investor communications and portfolio analytics. Prior to joining Broadstone, Chris was a
commercial real estate lender and credit analyst for Branch Banking & Trust Co. (BB&T). Based in Baltimore, MD, he was
responsible for the underwriting of new commercial construction projects, portfolio management and credit analysis.
Chris is a graduate of BB&T’s Leadership Development Program. He is a member of PREA, NAREIT and the ULI. He is
active in the Rochester chapter of Habitat for Humanity. Chris holds a BA in economics from the University of Rochester, a
Diploma in Management Studies from the Judge Business School at the University of Cambridge and an MBA (finance and
corporate accounting) from the Simon Graduate School of Business.
30
BNL Board of Directors – Part 1
Geoffrey Rosenberger, Independent Director and Chair of the Independent Directors & Audit Committee, began his professional investment
career in 1976 when he joined Manning & Napier Advisors, Inc. as a security analyst covering a broad range of businesses and industries. In
1984 Geoff co-founded Clover Capital Management, Inc., a Rochester, New York based investment management firm with over $2 billion of
client assets under management. Twenty years later Geoff retired from Clover Capital (n/k/a Federated Clover) and has since focused his time
both on the not-for-profit sector as well as being actively involved as an “angel” investor funding new business formations.
Geoff serves as a board member of Broadstone Net Lease, Inc., the Greater Rochester Health Foundation, the Center for Governmental
Research, Vnomics Corp., Simpore, Inc., True North Rochester Preparatory Charter School and Holy Sepulchre Cemetery. Geoff has also
served as a past chair of the Greater Rochester Chapter of the American Red Cross, where he currently serves as an advisory board member, and
previously served on the boards of the Junior Achievement of Rochester, McQuaid Jesuit High School and St. Bernard’s Institute. Geoff is a
Chartered Financial Analyst and earned both his B.S. in Economics and M.B.A. from the University of Kentucky.
Board Members:
Amy Tait – Chairman, CEO & President
Norman Leenhouts – Director & Chief Investment Officer
Geoff Rosenberger – Lead Independent Director
Shekar Narasimhan – Independent Director
James Watters – Independent Director
David Jacobstein – Independent Director
Mary Beth McCormick – Independent Director
31
BNL Board of Directors – Part 2
Shekar Narasimhan, Independent Director, is the founder and Managing Partner of Beekman Advisors, a leading boutique investment bank
in the real estate financial services sector in the United States. Shekar is also the Chief Executive Officer of Beekman Helix India Partners,
one of the first real estate merchant banks located in India and focused on capital solutions for Indian real estate developers. Prior to
founding Beekman Advisors, Shekar was Managing Director at Prudential where he headed Prudential Real Estate Fixed Income Investors
(PREFII), the commercial mortgage funds management group for institutional investors, and oversaw the agency business consisting of
Fannie Mae multifamily lending and the FHA lending business. Immediately prior to Shekar’s time at Prudential, he was Chairman & Chief
Executive Officer of the WMF Group, a publicly traded, commercial mortgage financial services company.
Shekar is Chair of the Audit Committee of the National Housing Conference and on the boards of the Community Preservation
Development Corp. and Low Income Investment Fund. He was appointed a Fellow at the Joint Center of Housing Studies at Harvard
University and to the Advisory Board of Housing Development Reporter. Shekar has served several terms on the Mortgage Bankers
Association of America (MBA) Board of Directors, was the first Chair of the MBA’s Commercial/Multifamily Board of Governors and
founding Chair of the Campaign for Affordable Housing. He has received numerous awards and recognition in the real estate industry
including the MBA’s highest honor in 1999 and the Fannie Mae Lifetime Achievement Award in 2003. He holds a BS in Chemical Engineering
from the Indian Institute of Technology, New Delhi, India and an MBA from the Katz Graduate School of Business, University of
Pittsburgh, Pennsylvania. He has earned the designation of Certified Mortgage Banker (CMB).
James H. Watters, Independent Director and Chair of the Nominating and Governance Committee. Jim is Senior Vice President and
Treasurer, Finance and Administration, for Rochester Institute of Technology. He has held this position since 1997 where he is responsible for
the direct investment of $ 140 million of working capital, the administration of the investment process for $ 640 million of endowment
assets, and the management and issuance of $ 300 million of public debt. Jim serves in the senior leadership role to over 750 full-time staff
charged with responsibility for the financial, physical, human capital and information assets of the university. Jim is vice chairman of RIT's
global subsidiary where he negotiates business models and real estate transactions for RIT's global campuses. He has instructed various
graduate business courses during his tenure in the College of Applied Sciences and the E. Philip Saunders College of Business. He serves on
Fidelity Investments H.E. Advisory Board and on various profit and not for profit boards throughout Rochester.
Prior to joining RIT , Jim spent 16 years with the University of Pittsburgh in positions as Assistant Vice Chancellor for Finance and Business,
and Assistant Vice Chancellor for Real Estate and Management. He began his career in higher education administration assisting in the
management of off shore insurance captives for the University of Pittsburgh. Jim holds a BS, MS and Ph.D. from the University of
Pittsburgh.
32
BNL Board of Directors – Part 3
David Jacobstein, Independent Director, has more than 25 years of real estate experience and since July 2009 has provided consulting services
to real estate related businesses. Mr. Jacobstein was the senior advisor to Deloitte LLP's real estate industry group from June 2007 to June 2009,
where he advised Deloitte's real estate practitioners on strategy, maintained and developed key client relationships and shaped thought
leadership that addressed key industry and market trends. From 1999 to 2007, he was President and Chief Operating Officer of Developers
Diversified Realty Corporation, now known as DDR Corp. (NYSE: DDR), a leading owner, developer and manager of market-dominant
community shopping centers. Mr. Jacobstein also served on DDR's Board of Directors from 2000 to 2004. Prior to DDR, he was Vice
Chairman and Chief Operating Officer of Wilmorite, Inc., a Rochester, New York based developer of regional shopping malls.
David began his career as a corporate and securities lawyer. Mr. Jacobstein graduated from Colgate University with a Bachelors of Arts degree
and from The George Washington University Law Center with a Juris Doctor degree. He is a member of the National Association of
Corporate Directors (NACD) and the International Council of Shopping Centers (ICSC). Mr. Jacobstein serves on the Board of Corporate
Office Properties Trust (NYSE:OFC), a specialty office REIT. He also serves on the Advisory Board of White Oak Partners, LLC, a private
equity firm concentrating in multi-family real estate based in Columbus, Ohio. David also served on the Advisory Board of The Marcus &
Millichap Company, a diversified real estate holding company based in Palo Alto, California, from 2007-2013.
Mary Beth McCormick, Independent Director, currently serves as a Senior Advisor to Almanac Realty Investors and a Director of the
public REIT, EastGroup Properties (NYSE: EGP). From 1989 to 2005, Ms. McCormick was with the Ohio Public Employees Retirement
System, where she served as Assistant Investment Officer – Real Estate from 1995 to 2005.
She has served as a Director and Chair of the Pension Real Estate Association, Council Vice Chair for the Urban Land Institute, Chair of the
Portfolio Management Committee of the National Council of Real Estate Investment Fiduciaries, and as a member of the Board of
Governors of the National Association of Real Estate Investment Trusts. She also served as a Director for Mid America Apartment
Communities from 2006 to 2010. Ms. McCormick received a Bachelor’s Degree and an MBA from The Ohio State University.
33
34
Important Disclosures Regarding Broadstone Net Lease, Inc. (“BNL”)
Not an offer to sell securities - This is not an offer to sell securities or the solicitation of an offer to purchase securities. Offers, solicitations, and sales are
not made in jurisdictions where not lawful or prohibited.
Not intended as an advertisement – This presentation is not intended as an advertisement in any security and should not be copied or redistributed in any
jurisdiction where unlawful.
BNL’s securities are not registered - BNL’s securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any
other applicable securities law. BNL’s securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), the
attorney general of the State of New York, any other state securities commission or any other regulatory authority, nor have any of the foregoing passed upon
the accuracy or adequacy of the information presented. Any representation to the contrary is a criminal offense.
The offering of BNL’s securities is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws.
BNL, therefore, is not required to comply with the specific disclosure requirements that apply to securities sold under registration statements filed with the
SEC, including the requirement to publicly file certain reports with the SEC, so there is little publicly available information about our business, assets, liabilities,
results of operations and other information typically available regarding publicly traded securities.
Investment Company Act -BNL’s securities are not subject to the protections of the Investment Company Act of 1940, as amended.
Accredited investors only - BNL’s securities are only offered and sold only to “accredited investors,” as defined under the U.S. securities laws, pursuant to
BNL’s private placement memorandum (“PPM”) and related subscription documents. Individuals are accredited investors only if they meet certain minimum
net worth or sustained annual income thresholds. Entities are accredited investors only if they hold sufficient assets or are completely owned by accredited
investors.
Transfers restricted; No trading market - Transfers of BNL’s securities are restricted by federal and state securities laws and certain provisions of our
organizational documents. There is no trading market for the shares and there can be no assurance that such a market will develop in the foreseeable future.
BNL’s securities may not be transferred, resold or otherwise disposed of by an investor unless, in the opinion of counsel acceptable to us, registration under
federal and applicable state securities laws is not required or compliance is made with the registration requirements of such laws.
Liquidity of BNL’s securities is limited - Redemptions by BNL’s securities are limited in amount and require that the shares have been held for required
periods. Provisions of state law, REIT requirements, and other matters may limit redemptions.
34
35
Important Disclosures Regarding Broadstone Net Lease, Inc. (“BNL”) - Continued
Investments involve significant risks - An investment in BNL’s securities involves significant risks. Only investors who can bear the economic risk of an
investment of this type for an indefinite period of time and the risk of loss of their entire investment should invest in BNL’s securities. Factors that may cause our
actual results, performance or achievements to differ materially from our stated expectations include, among others: general economic conditions; local real estate
conditions in the markets where our properties are located; financial difficulties of our tenants; loss of key personnel; interest rates rising; compliance with REIT
requirements; and continued access to capital to fund growth. See the section entitled “Risk Factors” in our PPM for additional information.
This is not investment, financial, legal, or tax advice - This information is not investment, financial, legal, or tax advice and has been prepared without
reference to any reader’s investment profile or financial circumstances. You should obtain financial and tax advice and conduct diligent investigation of
information material to you before making any investment decision.
Performance data; Stock price - The value of investments and the income or distributions from investments may fall or rise. BNL’s stock price is not set by any
market in the common stock but by our independent directors based on the net asset value of our portfolio of properties determined as described in the PPM.
We are not required by law to follow any particular methodology in setting the stock price (referred to in our organizational documents as the “Determined Share
Value”). There may be variations from time to time in how our independent directors apply or weight the criteria described in the PPM in setting the stock price.
No guarantee of future performance - The information contained in this presentation represents the past performance of BNL. Past performance is not a
guarantee of future performance. The current performance of BNL may be lower or higher than the past performance. Distributions are made at the discretion
of BNL’s independent directors and past practices are not guarantees of the timing or amount of future distributions.
Forward-looking statements - This information contains forward-looking statements which we believe are based on reasonable assumptions but results will vary
from our expectations and the variations may be material. You should not rely on forward-looking statements in making an investment decision.
Questions:
Broadstone Net Lease, Inc.
c/o Broadstone Real Estate, LLC
530 Clinton Square
Rochester, NY 14604
Telephone: (585) 287-6500
Chris J. Czarnecki – Chief Compliance Officer
35
Important Performance Definitions
Funds From Operations (FFO): Funds From Operations is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts
(“NAREIT”) and widely recognized by investors and analysts as one measure of operating performance of a real estate company. FFO is defined as net income (computed in
accordance with generally accepted accounting principles), excluding items such as real estate depreciation and amortization, gains and losses on the sale of depreciable real estate
and impairments of depreciable real estate. Depreciation and amortization as applied in accordance with GAAP implicitly assumes that the value of real estate assets diminishes
predictably over time. Since real estate values have historically risen or fallen with market conditions, it is management’s view, and we believe the view of many industry investors
and analysts, that the presentation of operating results for real estate companies by using historical cost accounting method alone is insufficient. In addition, FFO excludes gains
and losses from the sale of depreciable real estate and impairment charges on depreciable real estate, which we believe provides management and investors with a helpful additional
measure of the performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact of operations from trends in items such as occupancy
rates, rental rates, operating costs, general and administrative expenses, and interest costs. We compute FFO in accordance with NAREIT’s definition.
Adjusted Funds From Operations (AFFO): Adjusted Funds From Operations is a non-GAAP supplemental financial performance measure to evaluate the operating
performance of our real estate portfolio. AFFO, as defined by BNL, excludes from FFO amortization and write off of deferred financing costs, straight-line rent adjustments,
above and below market lease intangibles amortization, debt prepayment fees, and adjustments for discontinued operations. AFFO allows for a comparison of the performance of
our portfolio with that of other REITs, as AFFO, or an equivalent measure, is routinely reported by other REITs, and we believe often used by analysts and investors for
comparison purposes.
Operating Adjusted Funds From Operations (O-AFFO): Operating Adjusted Funds From Operations is a non-GAAP supplemental financial performance measure to evaluate
the operating performance of our real estate portfolio. OAFFO, as defined by BNL excludes from AFFO property acquisition expenses. In evaluating the performance of our
portfolio over time, management employs business models and analyses that differentiate the costs to acquire investments from the investments’ revenues and expenses.
Management believes that excluding the items noted to derive OAFFO provides investors with supplemental performance information that is consistent with the performance
models and analysis used by management, and provides investors a view of the performance of our portfolio over time, including after the Company ceases to acquire properties on
a frequent and regular basis. OAFFO also allows for a comparison of the performance of our real estate portfolio with other REITs that are not currently engaging in acquisitions
and mergers.
Average Annual Total Return: The Average Annual Total Return is defined as the geometric mean that provides a constant rate of return over a given time period. The Average
Annual Total Return presented assumes the reinvestment of distributions and is calculated using the following formula: ( Ending Value Beginning Value)1
n − 1, where “n” is the
number of annual periods. Using a hypothetical example for illustrative purposes with a beginning investment account value of $1,000 at December 31, 2010, the ending account
value at December 31, 2013 would be $1,491 assuming actual share price appreciation and the reinvestment of all dividends during the respective period. Thus, the 3-Year Average
Annual Total Return is 15.57% calculated as follows: ( $1,544 $1,000)1
3 − 1 = 15.57%.
Compound Annual Growth Rate (CAGR): The Compound Annual Growth Rate is defined as the geometric mean that provides a constant rate of return over a given time
period and is calculated using the following formula: ( Ending Value Beginning Value)1
n − 1, where “n” is the number of annual periods. For example, the 2008-2012 CAGR of
OAFFO per share presented on slide 31 herein of 9.7% was calculated as follows: ( $4.24 $2.93)1
4 − 1 = 9.7%.
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Other Important Disclosures & DefinitionsUPREIT Transaction: The term UPREIT (short for “Umbrella Partnership Real Estate Investment Trust”) refers to an entity structure that has been used by REIT’s since 1992
to allow selling property owners the ability to convert their ownership of one or more of their specific real estate properties into an interest which is‚ immediately‚ or can ultimately
be converted into‚ a private or public security. BNL has completed several UPREIT transactions.
Accredited Investor: Please see the definition on the SEC website. http://www.sec.gov/answers/accred.htm
What is “Determined Share Value (DSV)”?: The share price or Determined Share Value may be adjusted quarterly by the Independent Directors Committee based on the net
asset value of the portfolio and such other factors as the Independent Directors Committee may, in its sole discretion determine. The Asset Manager may, but is not required to,
engage consultants, appraisers and other real estate or investment professionals to assist in their valuations.
How does Broadstone Net Lease calculate its Determined Share Value (DSV)? : On a quarterly basis, BNL’s Independent Directors Committee establishes and approves
the Determined Share Value (DSV), which is derived by adjusting the net asset value per share to reflect the current market value of the real estate investment portfolio and the
entities debt. Each quarter, BRE’s Property Management Team determines the current market value of the real estate investment portfolio by applying a current market
capitalization rate to each property’s upcoming 12-months rental revenue. The appropriate capitalization rate is derived based on the current market conditions for comparable
properties. Due to the significant volume of transactions and straightforward nature of underwriting in the net lease market resulting from the long-term leases in place and lack of
operating expenses or capital expenditures, BNL utilizes leading national real estate databases to gather real-time sales comparables referenced across geography and property
types. Additionally, BRE’s Acquisition Team is active in the market and studies potential acquisitions every day, providing additional opportunities for market value comparables.
All of these factors lead to a strong market presence that allows management to adjust capitalization rates up or down based on actual market conditions. Further, BNL Property
Valuation Policy requires a third-party appraisal to be conducted within 12 months of property acquisition and then on a rolling three year basis, with properties valued at less than
$1 million appraised internally by BRE’s Vice President – Portfolio Management. The Capital Markets team also calculates a debt mark-to-market adjustment each quarter which
in turn accounts for debt above or below market interest rates. Subsequent to the Property Management Team’s determination of each property’s current value and the calculation
of DSV, the DSV and property valuation summaries are reviewed BNL’s Management and submitted to the Independent Directors Committee for review and approval or
adjustment. The Independent Directors discuss the valuation recommendations of management at its quarterly meeting and then sets the final DSV for the next three months.
Management and inside Directors do not have a vote on the setting of the DSV.
The valuation guides presented here closely match those of the Investment Program Association and their guidance issued on April 25, 2013 in “The IPA Practice Guideline 2013-
01--Valuations of Publicly Registered Non-Listed REITs”.
How is the Broadstone Net Lease’s distribution per share determined?: On a quarterly basis, BNL’s Board of Directors reviews and declares a distribution payable for
preceding quarter. Distributions are paid in arrears to shareholders of record on the last day of the calendar quarter. The distribution is at the sole discretion of the Board and not
tied to any specific metric. In general the Board considers available cash, BNL’s payout ratios (O-AFFO, AFFO, FFO), portfolio performance (past and future expectations) and
other factors when setting the amount of the distribution. Past performance is not indicative of future performance.
37
BNL – Additional Information
Auditors: Ernst & Young LLP
Securities Counsel: Nixon Peabody LLP
Real Estate Counsel: Tones Vaisey PLLC
Custodian Acceptance: Fidelity, Pershing, Charles Schwab, M&T/Wilmington Trust,
Tompkins Financial Advisors, TD Ameritrade, Canandaigua
National Bank, Ameriprise
Broadstone Real Estate is a certified Women’s Business Enterprise
Mailing Address
Broadstone Net Lease, Inc.
530 Clinton Square
Rochester, NY 14604
Main: 585.287.6500
www.Broadstone.com
Investor Relations Contacts
Dave Kasprzak
VP, Investor Relations
Dave.Kasprzak@Broadstone.com
585.287.6475
Chris Brodhead
Director of Investor Relations
Chris.Brodhead@Broadstone.com
585.287.6499
Dan Blasi
Investor Relations Associate
Dan Blasi@Broadstone.com
585.287.6504
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