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Broadstone Net Lease Announces First Quarter 2025 Results

April 30, 2025 --

Broadstone Net Lease, Inc. (NYSE: BNL) (“BNL”, the “Company”, “we”, “our”, or “us”), today announced its operating results for the quarter ended March 31, 2025.

MANAGEMENT COMMENTARY

We are pleased to report a strong first quarter of results, demonstrating continued disciplined execution,” said John Moragne, BNL’s Chief Executive Officer. “We remain focused on driving long-term shareholder value and believe our differentiated business model consisting of our four core building blocks along with an investment-grade balance sheet position us well in the current environment to execute on our growth strategy. We continue to find success growing our build-to-suit pipeline through both existing and new relationships, providing visibility to embedded revenue growth through 2026 and into 2027 – a distinct advantage in the triple-net lease landscape, particularly amid ongoing market uncertainty.”

FIRST QUARTER 2025 HIGHLIGHTS

OPERATING

RESULTS

  • Generated net income of $17.5 million, or $0.09 per share, representing a 74.3% decrease compared to the same period in the prior year. The decrease is primarily related to a $58.7 million decrease in the gain on sale of real estate.
  • Generated adjusted funds from operations (“AFFO”) of $71.8 million, or $0.36 per diluted share, representing no change compared to the same period in the prior year.
  • Incurred $9.7 million of general and administrative expenses, representing a 2.5% increase compared to the previous year. Incurred core general and administrative expenses of $7.4 million, which excludes $2.2 million of stock-based compensation, and $0.1 million of non-capitalized transaction costs, representing a 3.8% decrease compared to the previous year.
  • Portfolio was 99.1% leased based on rentable square footage, with only two of our 769 properties vacant and not subject to a lease at quarter end.
  • Collected 99.1% of base rents due for the quarter for all properties under lease.

INVESTMENT & DISPOSITION ACTIVITY

  • Invested $88.3 million, including $59.0 million in new property acquisitions, $26.5 million in build-to-suit developments, and $2.8 million in revenue generating capital expenditures. The completed acquisitions and revenue generating capital expenditures had a weighted average initial cash capitalization rate, lease term, and annual rent increase of 7.2%, 13.8 years, and 2.5%, respectively. Completed acquisitions had a weighted average straight-line yield of 8.3%. Total investments consist of $69.1 million in industrial properties and $19.2 million in retail properties.
  • Subsequent to quarter end through April 24, we invested $15.6 million, all of which is associated with build-to-suit developments.
  • As previously announced on April 24, we have a total of $255.8 million in remaining estimated investments for build-to-suit developments to be funded through the third quarter of 2026. Additionally, we have $132.9 million of acquisitions under control and $4.5 million of commitments to fund revenue generating capital expenditures with existing tenants.
  • During the quarter, we sold three properties for gross proceeds of $7.4 million at a weighted average cash capitalization rate of 9.2% on tenanted properties. There were no dispositions subsequent to quarter end.

CAPITAL MARKETS ACTIVITY

  • In March 2025, we renewed our stock repurchase program for up to $150.0 million through March 2026.
  • In February 2025, we extended our $1.0 billion revolving credit facility from March 2026 to March 2029 and entered into a $500.0 million unsecured term loan expiring March 2028, of which $400.0 million was used to repay an existing term loan scheduled to mature in 2026. The remaining $100 million is available through a three-month draw feature that has yet to be exercised.
  • Ended the quarter with total outstanding debt of $2.0 billion, Net Debt of $2.0 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 5.1x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.0x.
  • As of March 31, 2025, we had $825.9 million of capacity on our unsecured revolving credit facility.
  • Declared a quarterly dividend of $0.29 per share.

SUMMARIZED FINANCIAL RESULTS

 

 

For the Three Months Ended

 

(in thousands, except per share data)

 

March 31,
2025

 

 

December 31,
2024

 

 

March 31,
2024

 

Revenues

 

$

108,690

 

 

$

112,130

 

 

$

105,366

 

 

 

 

 

 

 

 

 

 

 

Net income, including non-controlling interests

 

$

17,493

 

 

$

27,607

 

 

$

68,177

 

Net earnings per share – diluted

 

$

0.09

 

 

$

0.14

 

 

$

0.35

 

 

 

 

 

 

 

 

 

 

 

FFO

 

$

72,627

 

 

$

80,003

 

 

$

73,135

 

FFO per share

 

$

0.37

 

 

$

0.41

 

 

$

0.37

 

 

 

 

 

 

 

 

 

 

 

Core FFO

 

$

75,280

 

 

$

74,427

 

 

$

74,072

 

Core FFO per share

 

$

0.38

 

 

$

0.38

 

 

$

0.38

 

 

 

 

 

 

 

 

 

 

 

AFFO

 

$

71,812

 

 

$

70,532

 

 

$

70,873

 

AFFO per share

 

$

0.36

 

 

$

0.36

 

 

$

0.36

 

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Shares Outstanding

 

 

196,898

 

 

 

196,697

 

 

 

196,417

 

FFO, Core FFO, and AFFO are measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See the Reconciliation of Non-GAAP Measures later in this press release.

REAL ESTATE PORTFOLIO UPDATE

As of March 31, 2025, we owned a diversified portfolio of 769 individual net leased commercial properties with 762 properties located in 44 U.S. states and seven properties located in four Canadian provinces, comprising approximately 39.8 million rentable square feet of operational space. As of March 31, 2025, all but two of our properties were subject to a lease, and our properties were occupied by 204 different commercial tenants, with no single tenant accounting for more than 4.0% of our annualized base rent (“ABR”). Properties subject to a lease represent 99.1% of our portfolio’s rentable square footage. The ABR weighted average lease term and ABR weighted average annual rent increase, pursuant to leases on properties in the portfolio as of March 31, 2025, was 10.0 years and 2.0%, respectively.

BUILD-TO-SUIT DEVELOPMENT PROJECTS

The following table summarizes our in-process and stabilized developments as of April 24, 2025. We have secured the land and started construction on six in-process developments.

(unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property

 

Projected Rentable Square Feet

 

Start Date

 

Target Stabilization Date

 

Lease Term (Years)

 

 

Total Project Commitment

 

 

Estimated Total Project Investment

 

 

Cumulative Investment at 4/24/2025

 

 

Estimated Remaining Investment

 

Estimated Cash Capitalization Rate

 

Estimated Straight-line Yield1

 

In-process retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7 Brew
(High Point - NC)

 

 

1

 

Dec. 2024

 

Apr. 2025

 

 

15.0

 

 

$

1,975

 

 

$

1,975

 

 

$

1,477

 

 

$

498

 

 

8.0

%

 

8.8

%

7 Brew
(Charleston - SC)

 

 

1

 

Feb. 2025

 

Apr. 2025

 

 

15.0

 

 

 

1,729

 

 

 

1,729

 

 

 

1,035

 

 

 

694

 

 

7.9

%

 

8.8

%

In-process industrial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sierra Nevada
(Dayton - OH)

 

 

122

 

Oct. 2024

 

Nov. 2025

 

 

15.0

 

 

 

58,563

 

 

 

58,563

 

 

 

14,802

 

 

 

43,761

 

 

7.6

%

 

9.4

%

Sierra Nevada
(Dayton - OH)

 

 

122

 

Oct. 2024

 

Mar. 2026

 

 

15.0

 

 

 

55,525

 

 

 

55,525

 

 

 

10,795

 

 

 

44,730

 

 

7.7

%

 

9.6

%

Southwire
(Bremen - GA)

 

 

1,200

 

Dec. 2024

 

Jul. 2026

 

 

10.0

 

 

 

115,411

 

 

 

109,845

 

 

 

11,403

 

 

 

98,442

 

 

7.6

%

 

8.6

%

Fiat Chrysler Automobile
(Forsyth - GA)

 

 

422

 

Apr. 2025

 

Aug. 2026

 

 

15.0

 

 

 

78,242

 

 

 

78,242

 

 

 

10,542

 

 

 

67,700

 

 

6.9

%

 

8.4

%

Total / weighted average

 

 

1,868

 

 

 

 

 

 

13.2

 

 

 

311,445

 

 

 

305,879

 

 

 

50,054

 

 

 

255,825

 

 

7.4

%

 

8.9

%

Stabilized industrial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNFI
(Sarasota - FL)

 

 

1,016

 

May 2023

 

Completed

 

 

15.0

 

 

 

204,833

 

 

 

200,958

 

 

 

200,958

 

 

 

 

 

7.2

%

 

8.6

%

Total / weighted average

 

 

2,884

 

 

 

 

 

 

13.9

 

 

$

516,278

 

 

$

506,837

 

 

$

251,012

 

 

$

255,825

 

 

7.3

%

 

8.8

%

 

1 Represents the estimated first year yield to be generated on a real estate investment, which was computed at the time of investment based on the estimated annual straight-line rental income computed in accordance with GAAP, divided by the estimated total project investment.

DISTRIBUTIONS

At its April 24, 2025, meeting, our board of directors declared a quarterly dividend of $0.29 per common share and OP Unit to holders of record as of June 30, 2025, payable on or before July 15, 2025.

2025 GUIDANCE

For 2025, BNL expects to report AFFO of between $1.45 and $1.49 per diluted share, which remains unchanged.

The guidance is based on the following key assumptions:

  1. investments in real estate properties between $400 million and $600 million;
  2. dispositions of real estate properties between $50 million and $100 million; and
  3. total core general and administrative expenses between $30 million and $31 million.

Our per share results are sensitive to both the timing and amount of real estate investments, property dispositions, and capital markets activities that occur throughout the year.

The Company does not provide guidance for the most comparable GAAP financial measure, net income, or a reconciliation of the forward-looking non-GAAP financial measure of AFFO to net income computed in accordance with GAAP, because it is unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measure, including items that are not indicative of the Company’s ongoing operations, including, without limitation, potential impairments of real estate assets, net gain/loss on dispositions of real estate assets, changes in allowance for credit losses, and stock-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on the Company’s GAAP results for the guidance periods.

CONFERENCE CALL AND WEBCAST

The Company will host its first quarter earnings conference call and audio webcast on Thursday, May 1, 2025, at 11:00 a.m. Eastern Time.

To access the live webcast, which will be available in listen-only mode, please visit: https://events.q4inc.com/attendee/133004162. If you prefer to listen via phone, U.S. participants may dial: 1-833-470-1428 (toll free) or 1-404-975-4839 (local), access code 494942. International access numbers are viewable here: https://www.netroadshow.com/events/global-numbers?confId=80275.

A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. To listen to a replay of the call via the web, which will be available for one year, please visit: https://investors.bnl.broadstone.com.

About Broadstone Net Lease, Inc.

BNL is an industrial-focused, diversified net lease REIT that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. Utilizing an investment strategy underpinned by strong fundamental credit analysis and prudent real estate underwriting, as of March 31, 2025, BNL’s diversified portfolio consisted of 769 individual net leased commercial properties with 762 properties located in 44 U.S. states and seven properties located in four Canadian provinces across the industrial, retail, and other property types.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies, and prospects, both business and financial. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “outlook,” “potential,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “expect,” “intends,” “anticipates,” “estimates,” “plans,” “would be,” “believes,” “continues,” or the negative version of these words or other comparable words. Forward-looking statements, including our 2025 guidance and assumptions, involve known and unknown risks and uncertainties, which may cause BNL’s actual future results to differ materially from expected results, including, without limitation, risks and uncertainties related to general economic conditions, including but not limited to increases in the rate of inflation and/or interest rates, local real estate conditions, tenant financial health, property investments and acquisitions, and the timing and uncertainty of completing these property investments and acquisitions, and uncertainties regarding future distributions to our stockholders. These and other risks, assumptions, and uncertainties are described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which the Company filed with the SEC on February 20, 2025, which you are encouraged to read, and will be available on the SEC’s website at www.sec.gov. Please note that such Risk Factors will be updated, if necessary, through the filing of Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company assumes no obligation to, and does not currently intend to, update any forward-looking statements after the date of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Notice Regarding Non-GAAP Financial Measures

In addition to our reported results and net earnings per diluted share, which are financial measures presented in accordance with GAAP, this press release contains and may refer to certain non-GAAP financial measures, including Funds from Operations (“FFO”), Core Funds From Operations (“Core FFO”), AFFO, Net Debt, and Net Debt to Annualized Adjusted EBITDAre. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures. We believe presenting Net Debt to Annualized Adjusted EBITDAre is useful to investors because it provides information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using Annualized Adjusted EBITDAre. You should not consider our Annualized Adjusted EBITDAre as an alternative to net income or cash flows from operating activities determined in accordance with GAAP. A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure and statements of why management believes these measures are useful to investors are included below.

Broadstone Net Lease, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

 

 

 

March 31,
2025

 

 

December 31,
2024

 

Assets

 

 

 

 

 

 

Accounted for using the operating method:

 

 

 

 

 

 

Land

 

$

780,817

 

 

$

778,826

 

Land improvements

 

 

360,197

 

 

 

357,142

 

Buildings and improvements

 

 

3,848,623

 

 

 

3,815,521

 

Equipment

 

 

16,070

 

 

 

15,843

 

Total accounted for using the operating method

 

 

5,005,707

 

 

 

4,967,332

 

Less accumulated depreciation

 

 

(694,990

)

 

 

(672,478

)

Accounted for using the operating method, net

 

 

4,310,717

 

 

 

4,294,854

 

Accounted for using the direct financing method

 

 

25,999

 

 

 

26,154

 

Accounted for using the sales-type method

 

 

570

 

 

 

571

 

Property under development

 

 

35,492

 

 

 

18,784

 

Investment in rental property, net

 

 

4,372,778

 

 

 

4,340,363

 

Cash and cash equivalents

 

 

9,605

 

 

 

14,845

 

Accrued rental income

 

 

166,436

 

 

 

162,717

 

Tenant and other receivables, net

 

 

2,581

 

 

 

3,281

 

Prepaid expenses and other assets

 

 

52,260

 

 

 

41,584

 

Interest rate swap, assets

 

 

29,681

 

 

 

46,220

 

Goodwill

 

 

339,769

 

 

 

339,769

 

Intangible lease assets, net

 

 

264,076

 

 

 

267,638

 

Total assets

 

$

5,237,186

 

 

$

5,216,417

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

Unsecured revolving credit facility

 

$

174,122

 

 

$

93,014

 

Mortgages, net

 

 

76,260

 

 

 

76,846

 

Unsecured term loans, net

 

 

893,505

 

 

 

897,201

 

Senior unsecured notes, net

 

 

846,252

 

 

 

846,064

 

Interest rate swap, liabilities

 

 

3,353

 

 

 

 

Accounts payable and other liabilities

 

 

48,424

 

 

 

48,983

 

Dividends payable

 

 

58,220

 

 

 

58,317

 

Accrued interest payable

 

 

9,399

 

 

 

5,837

 

Intangible lease liabilities, net

 

 

46,837

 

 

 

48,731

 

Total liabilities

 

 

2,156,372

 

 

 

2,074,993

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Broadstone Net Lease, Inc. equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value; 20,000 shares authorized, no shares issued or outstanding

 

 

 

 

 

 

Common stock, $0.00025 par value; 500,000 shares authorized, 189,073 and 188,626 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

47

 

 

 

47

 

Additional paid-in capital

 

 

3,456,041

 

 

 

3,450,584

 

Cumulative distributions in excess of retained earnings

 

 

(536,074

)

 

 

(496,543

)

Accumulated other comprehensive income

 

 

29,720

 

 

 

49,657

 

Total Broadstone Net Lease, Inc. equity

 

 

2,949,734

 

 

 

3,003,745

 

Non-controlling interests

 

 

131,080

 

 

 

137,679

 

Total equity

 

 

3,080,814

 

 

 

3,141,424

 

Total liabilities and equity

 

$

5,237,186

 

 

$

5,216,417

 

Broadstone Net Lease, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive (Loss) Income

(in thousands, except per share amounts)

 

 

 

For the Three Months Ended

 

 

 

March 31,
2025

 

 

December 31,
2024

 

 

March 31,
2024

 

Revenues

 

 

 

 

 

 

 

 

 

Lease revenues, net

 

$

108,690

 

 

$

112,130

 

 

$

105,366

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

39,497

 

 

 

42,987

 

 

 

37,772

 

Property and operating expense

 

 

5,488

 

 

 

6,764

 

 

 

5,660

 

General and administrative

 

 

9,672

 

 

 

9,928

 

 

 

9,432

 

Provision for impairment of investment in rental properties

 

 

16,128

 

 

 

17,690

 

 

 

26,400

 

Total operating expenses

 

 

70,785

 

 

 

77,369

 

 

 

79,264

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

 

Interest income

 

 

99

 

 

 

42

 

 

 

233

 

Interest expense

 

 

(20,074

)

 

 

(19,564

)

 

 

(18,578

)

Gain on sale of real estate

 

 

405

 

 

 

8,196

 

 

 

59,132

 

Income taxes

 

 

(355

)

 

 

(527

)

 

 

(408

)

Other (expenses) income

 

 

(487

)

 

 

4,699

 

 

 

1,696

 

Net income

 

 

17,493

 

 

 

27,607

 

 

 

68,177

 

Net income attributable to non-controlling interests

 

 

(750

)

 

 

(1,217

)

 

 

(3,063

)

Net income attributable to Broadstone Net Lease, Inc.

 

$

16,743

 

 

$

26,390

 

 

$

65,114

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

 

187,865

 

 

 

187,592

 

 

 

187,290

 

Diluted

 

 

196,898

 

 

 

196,697

 

 

 

196,417

 

Net earnings per common share

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

0.09

 

 

$

0.14

 

 

$

0.35

 

 

 

 

 

 

 

 

 

 

 

Comprehensive (loss) income

 

 

 

 

 

 

 

 

 

Net income

 

$

17,493

 

 

$

27,607

 

 

$

68,177

 

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate swaps

 

 

(19,892

)

 

 

31,458

 

 

 

11,804

 

Realized (gain) loss on interest rate swaps

 

 

(6

)

 

 

(6

)

 

 

159

 

Comprehensive (loss) income

 

 

(2,405

)

 

 

59,059

 

 

 

80,140

 

Comprehensive loss (income) attributable to non-controlling interests

 

 

103

 

 

 

(2,602

)

 

 

(3,600

)

Comprehensive (loss) income attributable to Broadstone Net Lease, Inc.

 

$

(2,302

)

 

$

56,457

 

 

$

76,540

 

Reconciliation of Non-GAAP Measures

The following is a reconciliation of net income to FFO, Core FFO, and AFFO for the three months ended March 31, 2025, December 31, 2024, and March 31, 2024. Also presented is the weighted average number of shares of our common stock and OP Units used for the diluted per share computation:

 

 

For the Three Months Ended

 

(in thousands, except per share data)

 

March 31,
2025

 

 

December 31,
2024

 

 

March 31,
2024

 

Net income

 

$

17,493

 

 

$

27,607

 

 

$

68,177

 

Real property depreciation and amortization

 

 

39,411

 

 

 

42,902

 

 

 

37,690

 

Gain on sale of real estate

 

 

(405

)

 

 

(8,196

)

 

 

(59,132

)

Provision for impairment on investment in rental properties

 

 

16,128

 

 

 

17,690

 

 

 

26,400

 

FFO

 

$

72,627

 

 

$

80,003

 

 

$

73,135

 

Net write-offs of accrued rental income

 

 

2,228

 

 

 

120

 

 

 

2,556

 

Other non-core income from real estate transactions1

 

 

(63

)

 

 

(1,183

)

 

 

 

Cost of debt extinguishment

 

 

165

 

 

 

 

 

 

 

Severance and employee transition costs

 

 

1

 

 

 

187

 

 

 

77

 

Other (income) expenses2

 

 

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 costs

 

 

1,237

 

 

 

983

 

 

 

983

 

Non-capitalized transaction costs

 

 

117

 

 

 

299

 

 

 

182

 

Realized gain or loss on interest rate swaps and other non-cash interest expense

 

 

2

 

 

 

(6

)

 

 

159

 

Amortization of lease intangibles

 

 

(1,064

)

 

 

(991

)

 

 

(1,018

)

Stock-based compensation

 

 

2,147

 

 

 

1,977

 

 

 

1,475

 

Deferred taxes

 

 

 

 

 

155

 

 

 

 

AFFO

 

$

71,812

 

 

$

70,532

 

 

$

70,873

 

Diluted WASO3

 

 

196,898

 

 

 

196,697

 

 

 

196,417

 

Net earnings per diluted share4

 

$

0.09

 

 

$

0.14

 

 

$

0.35

 

FFO per diluted share4

 

 

0.37

 

 

 

0.41

 

 

 

0.37

 

Core FFO per diluted share4

 

 

0.38

 

 

 

0.38

 

 

 

0.38

 

AFFO per diluted share4

 

 

0.36

 

 

 

0.36

 

 

 

0.36

 

 

1 Amount includes $1.2 million of lease termination fees for the three months ended December 31, 2024. There were no lease termination fees during the three months ended March 31, 2024.

2 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.

3 Excludes 1,016,888, 974,256, and 663,196 weighted average shares of unvested restricted common stock for the three months ended March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

4 Excludes $0.3 million from the numerator for the three months ended March 31, 2025 and December 31, 2024. Excludes $0.4 million from the numerator for the three months ended March 31, 2024.

Our reported results and net earnings per diluted share are presented in accordance with GAAP. We also disclose FFO, Core FFO, and AFFO, each of which are non-GAAP measures. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the standards established by the Board of Governors of 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 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, cost of debt extinguishments, lease termination fees and other non-core income from real estate transactions, gain on insurance recoveries, 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 AFFO, by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, adjustment to provision for credit losses, amortization of lease intangibles, amortization of debt issuance costs, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, (gain) 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 is a reconciliation of net income to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre, debt to Net Debt and Pro Forma Net Debt, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre as of and for the three months ended March 31, 2025, December 31, 2025, and March 31, 2024:

 

 

For the Three Months Ended

 

(in thousands)

 

March 31,
2025

 

 

December 31,
2024

 

 

March 31,
2024

 

Net income

 

$

17,493

 

 

$

27,607

 

 

$

68,177

 

Depreciation and amortization

 

 

39,497

 

 

 

42,987

 

 

 

37,772

 

Interest expense

 

 

20,074

 

 

 

19,565

 

 

 

18,578

 

Income taxes

 

 

355

 

 

 

527

 

 

 

408

 

EBITDA

 

$

77,419

 

 

$

90,686

 

 

$

124,935

 

Provision for impairment of investment in rental properties

 

 

16,128

 

 

 

17,690

 

 

 

26,400

 

Gain on sale of real estate

 

 

(405

)

 

 

(8,197

)

 

 

(59,132

)

EBITDAre

 

$

93,142

 

 

$

100,179

 

 

$

92,203

 

Adjustment for current quarter investment activity1

 

 

978

 

 

 

28

 

 

 

 

Adjustment for current quarter disposition activity2

 

 

(135

)

 

 

(11

)

 

 

(4,712

)

Adjustment to exclude non-recurring and other expenses3

 

 

44

 

 

 

348

 

 

 

(125

)

Adjustment to exclude net write-offs of accrued rental income

 

 

2,228

 

 

 

120

 

 

 

2,556

 

Adjustment to exclude realized / unrealized foreign exchange (gain) loss

 

 

322

 

 

 

(4,699

)

 

 

(1,696

)

Adjustment to exclude cost of debt extinguishment

 

 

166

 

 

 

 

 

 

 

Adjustment to exclude other income from real estate transactions4

 

 

(63

)

 

 

(1,183

)

 

 

 

Adjusted EBITDAre

 

$

96,682

 

 

$

94,782

 

 

$

88,226

 

Estimated revenues from developments5

 

 

631

 

 

 

334

 

 

 

2,771

 

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

 

 

1 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.

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 Amount includes less than $0.1 million of accelerated lease intangible amortization for the three months ended March 31, 2025.

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

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

(in thousands)

 

March 31,
2025

 

 

December 31,
2024

 

 

March 31,
2024

 

Debt

 

 

 

 

 

 

 

 

 

Unsecured revolving credit facility

 

$

174,122

 

 

$

93,014

 

 

$

73,820

 

Unsecured term loans, net

 

 

893,505

 

 

 

897,201

 

 

 

896,260

 

Senior unsecured notes, net

 

 

846,252

 

 

 

846,064

 

 

 

845,498

 

Mortgages, net

 

 

76,260

 

 

 

76,846

 

 

 

78,517

 

Debt issuance costs

 

 

10,300

 

 

 

6,802

 

 

 

8,337

 

Gross Debt

 

 

2,000,439

 

 

 

1,919,927

 

 

 

1,902,432

 

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 agreements1

 

 

(38,124

)

 

 

(38,514

)

 

 

 

Pro Forma Net Debt

 

$

1,951,282

 

 

$

1,865,420

 

 

$

1,679,654

 

 

 

 

 

 

 

 

 

 

 

Leverage Ratios:

 

 

 

 

 

 

 

 

 

Net Debt to Annualized EBITDAre

 

5.3x

 

 

4.8x

 

 

4.6x

 

Net Debt to Annualized Adjusted EBITDAre

 

5.1x

 

 

5.0x

 

 

4.8x

 

Pro Forma Net Debt to Annualized Adjusted EBITDAre

 

5.0x

 

 

4.9x

 

 

4.6x

 

 

1 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.

We define Net Debt as gross debt (total reported debt plus debt issuance costs) less cash and cash equivalents and restricted cash. 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.

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.

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