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): October 15, 2020

 

BROADSTONE NET LEASE, INC.

(Exact name of registrant as specified in its charter)

 

 

Maryland

001-39529

26-1516177

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

 

 

800 Clinton Square, Rochester, New York

14604

(Address of principal executive offices)

(Zip Code)

(585) 287-6500

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.00025 par value

 

BNL

 

New York Stock Exchange

Class A Common Stock, $0.00025 par value1

 

BNL

 

New York Stock Exchange

1 Each share of Class A Common Stock will automatically convert to one share of Common Stock on March 20, 2021, the date that is 180 days after the completion of the initial public offering of the Class A Common Stock.

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 October 15, 2020, Broadstone Net Lease, Inc. (the “Company”) issued a press release providing updates on its second and third quarter rent collection efforts and the Company’s acquisitions pipeline.  The Company also announced its anticipated release of the Company’s third quarter 2020 operating results on November 5, 2020, and that it will hold a public earnings call on November 6, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information set forth in this item 7.01 and in the attached Exhibit 99.1 is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall such information be deemed to be incorporated by reference in any filing pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01        Financial Statements and Exhibits

 

(d)

Exhibits 

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Press release dated October 15, 2020

 


 


 

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 hereunto duly authorized.

 

BROADSTONE NET LEASE, INC.

 

/s/ John D. Moragne

Name: John D. Moragne

Title: Executive Vice President, Chief Operating Officer and Secretary

 

Date: October 15, 2020

 

 

ck1424182-ex991_6.htm

Exhibit 99.1

For Immediate Release

October 15, 2020

 

Company Contact:

Ryan M. Albano

EVP and Chief Financial Officer

ryan.albano@broadstone.com

585.287.6498

 

 

Broadstone Net Lease, Inc. Provides an Update on Recent Business Activities and

Announces Third Quarter 2020 Earnings Release and Conference Call

 

ROCHESTER, N.Y. Broadstone Net Lease, Inc. (NYSE: BNL), an internally-managed real estate investment trust (“BNL” or the “Company”), today provided an update on its recent business activities and announced that it expects to issue its financial and operating results for the quarter ended September 30, 2020, after market close on Thursday, November 5, 2020, with a conference call scheduled for Friday, November 6, 2020, at 12:00 p.m. Eastern Time.

 

Rent Collection Update

 

Second Quarter Rent Collection

 

As of October 14, 2020, BNL had received rent payments totaling approximately 95.5% of base rents due for the second quarter of 2020, compared to 93.9% previously reported.

 

The increase in collections was driven by the collection of the remaining amount owed to BNL pursuant to the terms of a court approved settlement with the Art Van Furniture, LLC (“Art Van”) bankruptcy estate. In August 2020, the Company agreed to the settlement with the Art Van bankruptcy estate pursuant to which BNL received $2.35 million, which represents approximately 78% of the Company’s total post-petition claim through July 31, 2020, and approximately 86.5% of the total post-petition base rent owed by Art Van from the period from March 8, 2020, through July 31, 2020. With the settlement amount fully paid, BNL’s involvement in the Art Van bankruptcy has ended.

 

Third Quarter Rent Collection

 

As of October 14, 2020, BNL had received rent payments totaling approximately 97.9% of base rents due for the third quarter of 2020, with monthly base rent collections of 96.7%, 98.5%, and 98.5% for the months of July, August, and September, respectively.

 

 

July

 

August

 

September

 

Q3

Base Rent Received

96.7%

 

98.5%

 

98.5%

 

97.9%

Base Rent Abated

1.7%

 

1.3%

 

1.3%

 

1.4%

Base Rent Deferred

1.3%

 

0.2%

 

0.2%

 

0.6%

Art Van Bankruptcy Write-off

0.3%

 

 

 

0.1%

Total

100.0%

 

100.0%

 

100.0%

 

100.0%

 

 


 

Rent Relief Update

 

As of September 30, 2020, the deferral periods for all 14 tenants who received partial rent deferrals during the second quarter of 2020 have expired. BNL has received 100% of the deferred rent that was required to be repaid during the third quarter, and there were no additional rent deferral requests. The weighted average repayment period for approximately $1.8 million of remaining scheduled repayments is 4.2 months as of September 30, 2020.

 

As of September 30, 2020, the one partial rent abatement entered into during the second quarter of 2020 has a remaining term of four months. The tenant is required to pay a minimum amount of base rent, which increases during the abatement period, as well as additional base rent based upon sales if certain thresholds are met or exceeded, pursuant to the terms of an upside percentage rent clause in effect during the period. The Company received an aggregate amount of approximately $0.2 million of additional base rent for August and September.

 

Acquisition Pipeline

 

BNL currently has a robust pipeline of potential investment opportunities, including two acquisitions that are currently under executed contract. The Company is a party to two purchase and sale agreements for an aggregate purchase price of approximately $33 million (excluding transaction costs) for a weighted average initial cash capitalization rate of approximately 7.03%. BNL expects that these transactions will close during the fourth quarter of 2020. At the time of acquisition, the properties will have an expected weighted average remaining lease term of approximately 18.2 years and weighted average annual rent increases of approximately 1.92%. In connection with these acquisitions, the Company expects to enter into or assume leases with an initial annualized base rent of approximately $2.32 million. While the Company regards the completion of these pending acquisitions to be probable, these transactions are subject to customary closing conditions, including the completion of due diligence, and there can be no assurance that these acquisitions will be completed on the terms described above or at all. These acquisitions will be funded using the net proceeds raised pursuant to the Company’s initial public offering.

 

Conference Call and Webcast

 

BNL expects to issue its financial and operating results for the quarter ended September 30, 2020, after the market closes on Thursday, November 5, 2020. The company will host its third quarter earnings conference call and audio webcast on Friday, November 6, 2020, at 12:00 p.m. Eastern Time.

 

To access the live webcast, which will be available in listen-only mode, please visit: https://services.choruscall.com/links/bnl201106.html. If you prefer to listen via phone, please dial: 1-888-349-0109 and request to join the Broadstone Net Lease, Inc. call. International callers may dial 1-412-542-4109, and Canadian participants may dial 1-855-669-9657.

 

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, please visit: http://investors.bnl.broadstone.com. The replay will be available through November 20, 2020.

 

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About Broadstone Net Lease, Inc.

 

BNL is an internally-managed REIT that acquires, owns, and manages primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. The Company utilizes an investment strategy underpinned by strong fundamental credit analysis and prudent real estate underwriting. As of September 30, 2020, BNL’s diversified portfolio consisted of 627 properties in 41 U.S. states and one property in Canada across the industrial, healthcare, restaurant, office, and retail property types, with an aggregate gross asset value of approximately $4.0 billion.

 

Cautionary Statements Concerning 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 “may,” “will,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “would be,” “believe,” “continue,” or other similar words. Forward-looking statements 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 the COVID-19 pandemic and its related impacts on us and our tenants, general economic conditions, local real estate conditions, tenant financial health, and property acquisitions and the timing of these acquisitions. 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, 2019, which BNL filed with the SEC on February 27, 2020, and updated in BNL’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2020 and the quarterly period ended June 30, 2020, which BNL filed with the SEC on May 7, 2020 and August 4, 2020, respectively. These documents, which you are encouraged to read, are available on the SEC’s website at www.sec.gov. 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.

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