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August 8, 2024 Newswires
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Second Quarter 2024 Supplemental Report

U.S. Markets via PUBT

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): August 8, 2024

Net Lease Office Properties

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-41812

92-0887849

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Manhattan West, 395 9th Avenue, 58th Floor

 

 

New York, New York

 

10001

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code: (844)656-7348

(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)
  • Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  • Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-commencementcommunications 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 Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares of Beneficial Interest, par value $0.001 per

 

NLOP

 

New York Stock Exchange

share

 

 

 

 

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 August 8, 2024, Net Lease Office Properties (the "Company") made available certain unaudited supplemental financial information at June 30, 2024. A copy of this supplemental information is attached as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

Description

99.1Supplemental financial information of the Company at June 30, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

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, thereunto duly authorized.

Net Lease Office Properties

Date: August 8, 2024

By: /s/ ToniAnn Sanzone

 

 

ToniAnn Sanzone

 

 

Chief Financial Officer

Exhibit 99.1

Net Lease Office Properties

Supplemental Financial Information

Second Quarter 2024

Terms and Definitions

As used in this supplemental package, the terms "Net Lease Office Properties," "NLOP," "we," "us" and "our" include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows:

REIT

Real estate investment trust

WPC

W. P. Carey Inc., a net-lease REIT (also our "Advisor")

Spin-Off

The spin-off of 59 office properties owned by WPC into NLOP, a separate publicly-traded REIT, which

was completed on November 1, 2023

U.S.

United States

ABR

Contractual minimum annualized base rent

SEC

Securities and Exchange Commission

NAREIT

National Association of Real Estate Investment Trusts (an industry trade group)

WALT

Weighted-average lease term

NLOP Mortgage Loan

Our $335.0 million senior secured mortgage loan

NLOP Mezzanine Loan

Our $120.0 million mezzanine loan facility

NLOP Financing Arrangements

The NLOP Mortgage Loan and NLOP Mezzanine Loan, which are collateralized by the assignment of

certain of our previously unencumbered real estate properties

SOFR

Secured Overnight Financing Rate

Important Note Regarding Non-GAAP Financial Measures

This supplemental package includes certain "non-GAAP" supplemental measures that are not defined by generally accepted accounting principles ("GAAP"), including funds from operations ("FFO"); adjusted funds from operations ("AFFO"); pro rata cash net operating income ("pro rata cash NOI"); and normalized pro rata cash NOI. FFO is a non-GAAP measure defined by NAREIT. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures are provided within this supplemental package. In addition, refer to the Disclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of these non-GAAP financial measures and other metrics.

Amounts may not sum to totals due to rounding.

Net Lease Office Properties

Supplemental Information - Second Quarter 2024

Table of Contents

Summary Metrics

1

Components of Net Asset Value

2

Consolidated Statement of Income

3

FFO and AFFO, Consolidated

4

Consolidated Balance Sheets

5

Capitalization

6

Debt Overview

7

Dispositions

8

Capital Expenditures and Leasing Activity

9

Top Ten Tenants

10

Lease Expirations

11

Property List

12

Appendix

 

Normalized Pro Rata Cash NOI

16

Disclosures Regarding Non-GAAP and Other Metrics

18

 

 

Net Lease Office Properties

Second Quarter 2024

Summary Metrics

As of or for the three months ended June 30, 2024.

Financial Results

 

 

Revenues, including reimbursable costs - consolidated ($000s)

$

39,029

Net income attributable to NLOP ($000s)

 

12,451

Net income attributable to NLOP per diluted share

 

0.84

Normalized pro rata cash NOI ($000s) (a) (b)

 

26,025

AFFO attributable to NLOP ($000s) (a) (b)

 

17,402

AFFO attributable to NLOP per diluted share (a) (b)

 

1.18

 

 

 

Balance Sheet and Capitalization

 

 

Equity market capitalization - based on quarter end share price of $24.62 ($000s)

$

364,010

 

 

 

Total consolidated debt ($000s)

 

327,396

Gross assets ($000s) (c)

 

1,214,530

Total consolidated debt to gross assets

 

27.0 %

 

 

 

NLOP Mortgage Loan principal outstanding ($000s) (d)

$

131,993

NLOP Mezzanine Loan principal outstanding ($000s) (d)

 

89,345

 

 

 

Advisory Fees and Reimbursements Paid to WPC

 

 

Asset management fees (e)

$

1,599

Administrative reimbursements (f)

 

1,000

 

 

 

Portfolio (Pro Rata) (b)

 

 

ABR (in thousands) (g)

$

102,483

Number of properties

 

47

Number of tenants

 

50

Occupancy

 

82.7 %

Weighted-average lease term (in years)

 

5.2

Leasable square footage (in thousands) (h)

 

6,905

ABR from investment grade tenants as a % of total ABR (i)

 

50.9 %

 

 

 

Dispositions - number of properties sold

 

6

Dispositions - gross proceeds (in thousands)

$

192,174

 

 

 

Subsequent to Quarter End

 

 

NLOP Mortgage Loan principal outstanding as of the date of this report ($000s) (j)

 

73,892

NLOP Mezzanine Loan principal outstanding as of the date of this report ($000s) (j)

 

80,916

 

 

 

Dispositions - number of properties sold

 

1

Dispositions - gross proceeds (in thousands)

$

71,500

________

  1. Normalized pro rata cash NOI and AFFO are non-GAAP measures. See the Disclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of our non-GAAP measures and for details on how certain non-GAAP measures are calculated.
  2. Presented on a pro rata basis. See theDisclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of pro rata.
  3. Gross assets represent consolidated total assets before accumulated depreciation on buildings and improvements. Gross assets are net of accumulated amortization on in-place lease intangible assets of $148.0 million and above-market rent intangible assets of $24.5 million.
  4. Original principal outstanding for the NLOP Mortgage Loan was $335.0 million. NLOP Mortgage Loan principal outstanding (as a % of original principal) was 39.4% as of June 30, 2024. Original principal outstanding for the NLOP Mezzanine Loan was $120.0 million. NLOP Mezzanine Loan principal outstanding (as a % of original principal) was 74.5% as of June 30, 2024.
  5. Pursuant to certain advisory agreements, our Advisor provides us with strategic management services, including asset management, property disposition support, and various related services. We pay our Advisor an asset management fee that was initially set at an annual amount of $7.5 million and is proportionately reduced each month following the disposition of each portfolio property.
  6. Pursuant to certain advisory agreements, we will reimburse our Advisor a base administrative amount of approximately $4.0 million annually, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters.
  7. See theDisclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of ABR.
  8. Excludes 570,999 of operating square footage for a parking garage at a domestic property.
  9. Percentage of portfolio is based on ABR, as of June 30, 2024. Includes tenants or guarantors with investment grade ratings (31.1%) and subsidiaries of non-guarantor parent companies with investment grade ratings (19.8%). Investment grade refers to an entity with a rating of BBB- or higher from Standard & Poor's Ratings Services or Baa3 or higher from Moody's Investors Service. See the Disclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of ABR.
  10. NLOP Mortgage Loan principal outstanding (as a % of original principal) was 22.1% as of the date of this report. NLOP Mezzanine Loan principal outstanding (as a % of original principal) was 67.4% as of the date of this report.

Net Lease Office Properties | 1

Net Lease Office Properties

Second Quarter 2024

Components of Net Asset Value

Dollars in thousands.

 

 

Three Months Ended

 

 

June 30, 2024

Normalized Pro Rata Cash NOI (a) (b)

$

26,025

Balance Sheet - Selected Information

 

As of June 30, 2024

Assets

 

 

Book value of select real estate (c)

$

39,974

Cash and cash equivalents

 

36,078

Restricted cash, including escrow (d)

 

44,629

Other assets, net:

 

 

Straight-line rent adjustments

$

24,258

Prepaid expenses

 

4,283

Deferred charges

 

3,385

Accounts receivable

 

2,656

Securities and derivatives

 

130

Taxes receivable

 

76

Other

 

4,314

Total other assets, net

$

39,102

 

 

 

 

 

 

Liabilities

 

 

NLOP Mortgage Loan (e)

$

131,993

NLOP Mezzanine Loan (f)

 

89,345

Non-recourse mortgages, net (g)

 

115,511

Deferred income taxes

 

3,142

Dividends payable

 

-

Accounts payable, accrued expenses and other liabilities:

 

 

Accounts payable and accrued expenses

$

10,857

Prepaid and deferred rents

 

8,387

Accrued taxes payable

 

1,329

Tenant security deposits

 

814

Operating lease liabilities

 

308

Other

 

19,113

Total accounts payable, accrued expenses and other liabilities

$

40,808

 

 

 

________

  1. Normalized pro rata cash NOI is a non-GAAP measure. See the Disclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of our non-GAAP measures and for details on how they are calculated.
  2. Presented on a pro rata basis. See theDisclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of pro rata.
  3. Represents the value of real estate not appropriately captured in normalized pro rata cash NOI, such as vacant assets.
  4. Comprised of approximately $43.4 million related to certain reserve requirements for debt service, capital improvements, and real estate taxes pursuant to the NLOP Mortgage Loan and NLOP Mezzanine Loan. Approximately $1.2 million is related to certain reserve requirements for other loan agreements.
  5. Excludes unamortized discount, net totaling $3.3 million and unamortized deferred financing costs totaling $1.5 million as of June 30, 2024.
  6. Excludes unamortized discount, net totaling $3.2 million and unamortized deferred financing costs totaling $1.4 million as of June 30, 2024.
  7. Excludes unamortized discount, net totaling $0.1 million as of June 30, 2024.

Net Lease Office Properties | 2

Net Lease Office Properties

Second Quarter 2024

Consolidated Statement of Income

In thousands, except share and per share amounts.

 

 

Three Months Ended

 

 

June 30, 2024

Revenues

 

 

Lease revenues

$

35,149

Other lease-related income

 

3,880

 

 

39,029

Operating Expenses

 

 

Depreciation and amortization

 

15,122

Impairment charges - real estate

 

8,222

Reimbursable tenant costs

 

7,189

Property expenses, excluding reimbursable tenant costs

 

2,652

General and administrative (a)

 

1,880

Asset management fees (b)

 

1,599

 

 

36,664

Other Income and Expenses

 

 

Loss on sale of real estate, net

 

37,723

Interest expense (c)

 

(27,798)

Other gains and (losses)

 

332

 

 

10,257

Income before income taxes

 

12,622

Provision for income taxes

 

(149)

Net Income

 

12,473

Net income attributable to noncontrolling interests

 

(22)

Net Income Attributable to NLOP

$

12,451

 

 

 

 

 

 

Basic Earnings Per Share

$

0.84

 

 

 

Diluted Earnings Per Share

$

0.84

Weighted-Average Shares Outstanding

 

 

 

 

Basic

 

14,785,118

Diluted

 

14,807,960

________

  1. Includes $1.0 million of administrative reimbursements to our Advisor.
  2. Amount is comprised of fees paid to Advisor for strategic management services, including asset management, property disposition support, and various related services.
  3. Includes $17.0 million of non-cash amortization of deferred financing costs.

Net Lease Office Properties | 3

Net Lease Office Properties

Second Quarter 2024

FFO and AFFO, Consolidated

In thousands, except share and per share amounts.

 

 

Three Months Ended

 

 

June 30, 2024

Net income attributable to NLOP

$

12,451

Adjustments:

 

 

Gain on sale of real estate, net

 

(37,723)

Depreciation and amortization of real property

 

15,122

Impairment charges - real estate

 

8,222

Proportionate share of adjustments for noncontrolling interests (a)

 

(51)

Total adjustments

 

(14,430)

FFO (as defined by NAREIT) Attributable to NLOP (b)

 

(1,979)

Adjustments:

 

 

Amortization of deferred financing costs

 

17,028

Above- and below-market rent intangible lease amortization, net

 

931

Other amortization and non-cash items

 

824

Straight-line and other leasing and financing adjustments

 

733

Stock-based compensation

 

75

Tax benefit - deferred and other

 

(183)

Other (gains) and losses

 

(14)

Proportionate share of adjustments for noncontrolling interests (a)

 

(13)

Total adjustments

 

19,381

AFFO Attributable to NLOP (b)

$

17,402

 

 

 

 

 

 

Summary

 

 

FFO (as defined by NAREIT) attributable to NLOP (b)

$

(1,979)

FFO (as defined by NAREIT) attributable to NLOP per diluted share (b)

$

(0.13)

AFFO attributable to NLOP (b)

$

17,402

AFFO attributable to NLOP per diluted share (b)

$

1.18

Diluted weighted-average shares outstanding

 

14,807,960

________

  1. Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.
  2. FFO and AFFO are non-GAAP measures. See the Disclosures RegardingNon-GAAPand Other Metricssection in the Appendix for a description of our non-GAAP measures.

Net Lease Office Properties | 4

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Disclaimer

Net Lease Office Properties published this content on 08 August 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2024 21:46:30 UTC.

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