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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): March 6, 2024
NLOP_Logo_Color.jpg
Net Lease Office Properties
(Exact Name of Registrant as Specified in its Charter)
Maryland001-4181292-0887849
(State of incorporation)(Commission File Number)(IRS Employer Identification No.)
One Manhattan West, 395 9th Avenue, 58th Floor
New York,New York10001
(Address of principal executive offices)(Zip Code)
 

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

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 (see General Instruction A.2. below):
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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per shareNLOPNew York Stock Exchange
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 March 6, 2024, Net Lease Office Properties (the “Company”) made available certain unaudited supplemental financial information at December 31, 2023. 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
99.1
104Cover 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:March 6, 2024By:/s/ ToniAnn Sanzone
ToniAnn Sanzone
Chief Financial Officer


Exhibit 99.1



Net Lease Office Properties
Supplemental Financial Information
For the year ended December 31, 2023



financialdocumentcoverslid.jpg



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:
REITReal estate investment trust
WPCW. P. Carey Inc., a net-lease REIT (also our “Advisor”)
Spin-OffThe 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
ABRContractual minimum annualized base rent
SECSecurities and Exchange Commission
NAREITNational Association of Real Estate Investment Trusts (an industry trade group)
WALTWeighted-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
SOFRSecured 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 Regarding Non-GAAP and Other Metrics section in the Appendix for a description of these non-GAAP financial measures and other metrics.

Amounts may not sum to totals due to rounding.

Results of operations for periods after November 1, 2023 (the date of the Spin-Off) include the results of NLOP. Results of operations for periods before November 1, 2023 include the results of a combination of entities under common control that have been “carved-out” of WPC.



Net Lease Office Properties
Supplemental Information – Fourth Quarter 2023
Table of Contents



Net Lease Office Properties
Fourth Quarter 2023
Summary Metrics
As of or for the year ended December 31, 2023.
Financial Results
Revenues, including reimbursable costs – consolidated ($000s)$174,965 
Net income attributable to NLOP ($000s)(131,746)
Net loss attributable to NLOP per diluted share(9.00)
Normalized pro rata cash NOI ($000s) (a) (b)
132,605 
AFFO attributable to NLOP ($000s) (a) (b)
93,928 
AFFO attributable to NLOP per diluted share (a) (b)
6.42 
Dividends declared per share – December 2023$0.34 
Balance Sheet and Capitalization
Equity market capitalization – based on quarter end share price of $18.48 ($000s)$270,195 
Total consolidated debt ($000s)541,979 
Gross assets ($000s) (c)
1,518,123 
Total consolidated debt to gross assets35.7 %
NLOP Mortgage Loan principal outstanding (as a % of original principal) (d)
86.2 %
NLOP Mezzanine Loan principal outstanding (as a % of original principal) (d)
95.3 %
Advisory Fees and Reimbursements Paid to WPC
Asset management fees (e)
$1,245 
Administrative reimbursements (f)
667 
Portfolio (Pro Rata) (b)
ABR (in thousands) (g)
$142,438 
Number of properties55 
Number of tenants59 
Occupancy97.0 %
Weighted-average lease term (in years)5.8 
Leasable square footage (in thousands) (h)
8,379 
ABR from investment grade tenants as a % of total ABR (i)
64.9 %
Dispositions – number of properties sold
Dispositions – gross proceeds (in thousands)$43,081 
________
(a)Normalized pro rata cash NOI and AFFO are non-GAAP measures. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of our non-GAAP measures and for details on how certain non-GAAP measures are calculated
(b)Presented on a pro rata basis. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.
(c)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 $212.5 million and above-market rent intangible assets of $32.9 million.
(d)Original principal outstanding for the NLOP Mortgage Loan was $335.0 million. Original principal outstanding for the NLOP Mezzanine Loan was $120.0 million.
(e)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.
(f)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.
(g)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of ABR.
(h)Excludes 570,999 of operating square footage for a parking garage at a domestic property.
(i)Percentage of portfolio is based on ABR, as of December 31, 2023. Includes tenants or guarantors with investment grade ratings (43.4%) and subsidiaries of non-guarantor parent companies with investment grade ratings (21.5%). 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 Regarding Non-GAAP and Other Metrics section in the Appendix for a description of ABR.

 Net Lease Office Properties | 1


Net Lease Office Properties
Fourth Quarter 2023
Statement of Income
In thousands, except share and per share amounts.
Year Ended December 31, 2023
Revenues
Lease revenues$166,034 
Income from finance leases1,189 
Other lease-related income7,742 
174,965 
Operating Expenses
Depreciation and amortization74,998 
Impairment charges — real estate (a)
63,143 
Impairment charges — goodwill (b)
62,456 
Reimbursable tenant costs27,957 
General and administrative (c)
13,610 
Property expenses, excluding reimbursable tenant costs8,642 
Separation and distribution related costs and other (d)
8,446 
Asset management fees (e)
1,245 
260,497 
Other Income and Expenses
Interest expense(42,613)
Loss on sale of real estate, net(3,608)
Other gains and (losses)456 
(45,765)
Loss before income taxes(131,297)
Provision for income taxes(425)
Net Loss(131,722)
Net income attributable to noncontrolling interests(24)
Net Loss Attributable to NLOP$(131,746)
Basic and Diluted Loss Per Share$(9.00)
Weighted-Average Shares Outstanding
Basic and Diluted14,631,265 
Dividends Declared Per Share$0.34 
________
(a)Represents impairment charges recognized on five properties.
(b)Represents an impairment charge to reduce the carrying value of goodwill to zero, since the Company’s trading value as a public company subsequent to the completion of the Spin-Off resulted in a market capitalization that was significantly below the carrying value of our net assets.
(c)Includes $0.7 million of administrative reimbursements to our Advisor.
(d)Amount is comprised of costs incurred in connection with the Spin-Off.
(e)Amount is comprised of fees paid to Advisor for strategic management services, including asset management, property disposition support, and various related services.
 Net Lease Office Properties | 2


Net Lease Office Properties
Fourth Quarter 2023
FFO and AFFO, Combined and Consolidated
In thousands, except share and per share amounts.
Year Ended December 31, 2023
Net loss attributable to NLOP$(131,746)
Adjustments:
Depreciation and amortization of real property74,998 
Impairment charges — real estate (a)
63,143 
Impairment charges — goodwill (b)
62,456 
Loss on sale of real estate, net3,608 
Proportionate share of adjustments for noncontrolling interests (c)
(206)
Total adjustments203,999 
FFO (as defined by NAREIT) Attributable to NLOP (d)
72,253 
Adjustments:
Separation and distribution related costs and other (e)
8,446 
Amortization of deferred financing costs7,672 
Above- and below-market rent intangible lease amortization, net
4,335 
Stock-based compensation 2,904 
Tax benefit – deferred and other(1,200)
Straight-line and other leasing and financing adjustments(631)
Other amortization and non-cash items547 
Other (gains) and losses(337)
Proportionate share of adjustments for noncontrolling interests (c)
(61)
Total adjustments21,675 
AFFO Attributable to NLOP (d)
$93,928 
Summary
FFO (as defined by NAREIT) attributable to NLOP (d)
$72,253 
FFO (as defined by NAREIT) attributable to NLOP per diluted share (d)
$4.94 
AFFO attributable to NLOP (d)
$93,928 
AFFO attributable to NLO per diluted share (d)
$6.42 
Diluted weighted-average shares outstanding14,631,265 
________
(a)Represents impairment charges recognized on five properties.
(b)Represents an impairment charge to reduce the carrying value of goodwill to zero, since the Company’s trading value as a public company subsequent to the completion of the Spin-Off resulted in a market capitalization that was significantly below the carrying value of our net assets.
(c)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.
(d)FFO and AFFO are non-GAAP measures. See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of our non-GAAP measures.
(e)Amount is comprised of costs incurred in connection with the Spin-Off.
 Net Lease Office Properties | 3


Net Lease Office Properties
Fourth Quarter 2023
Consolidated Balance Sheet
In thousands, except share and per share amounts.
December 31, 2023
Assets
Investments in real estate:
Land, buildings and improvements$1,203,991 
Net investments in finance leases10,522 
In-place lease intangible assets and other357,788 
Above-market rent intangible assets57,954 
Investments in real estate1,630,255 
Accumulated depreciation and amortization(458,430)
Net investments in real estate1,171,825 
Restricted cash51,560 
Cash and cash equivalents16,269 
Other assets, net65,435 
Total assets$1,305,089 
Liabilities and Equity
Debt:
NLOP Mortgage Loan, net$266,844 
NLOP Mezzanine Loan, net106,299 
Non-recourse mortgages, net168,836 
Debt, net541,979 
Accounts payable, accrued expenses and other liabilities59,527 
Below-market rent intangible liabilities, net10,643 
Deferred income taxes10,450 
Dividends payable1,060 
Total liabilities623,659 
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued
— 
Common stock, $0.001 par value, 45,000,000 shares authorized; 14,620,919 shares issued and outstanding
15 
Additional paid-in capital855,554 
Distributions in excess of accumulated earnings(142,960)
Accumulated other comprehensive loss(35,600)
Total shareholders' equity677,009 
Noncontrolling interests4,421 
Total equity681,430 
Total liabilities and equity$1,305,089 

 Net Lease Office Properties | 4


Net Lease Office Properties
Fourth Quarter 2023
Capitalization
In thousands, except share and per share amounts. As of December 31, 2023.
Total Enterprise ValueSharesShare PriceMarket Value
Equity
Common equity14,620,919 $18.48 $270,195 
Total Equity Market Capitalization270,195 
Outstanding Balance (a)
Debt
NLOP Mortgage Loan288,895 
NLOP Mezzanine Loan114,336 
Non-recourse mortgages, net169,526 
Total Debt572,757 
Less: Cash and cash equivalents(16,269)
Net Debt556,488 
Total Enterprise Value$826,683 
________
(a)Excludes unamortized discount, net totaling $21.6 million and unamortized deferred financing costs totaling $9.2 million as of December 31, 2023.
 Net Lease Office Properties | 5


Net Lease Office Properties
Fourth Quarter 2023
Debt Overview
Dollars in thousands. Pro rata. As of December 31, 2023.
Maturity DateFixed / FloatingInterest Rate
Total Outstanding Balance (a)
% of Total
NLOP Financing Arrangements
NLOP Mortgage Loan (b)
11/9/2025Floating10.4 %$288,895 50.4 %
NLOP Mezzanine Loan (c)
11/9/2028Fixed14.5 %114,336 20.0 %
Other Mortgages (Tenant Listed)
AVT Technology Solutions LLC (d)
1/6/2024Fixed5.1 %13,184 2.3 %
Exelon Generation Company, LLC3/10/2024Fixed6.5 %19,906 3.5 %
Orbital ATK, Inc.1/6/2025Fixed4.2 %25,754 4.5 %
Midcontinent Independent Stm Op Inc5/6/2025Fixed4.0 %9,123 1.6 %
Intuit Inc.5/6/2025Fixed4.1 %21,900 3.8 %
Acosta, Inc.8/6/2025Fixed4.4 %10,062 1.8 %
Google, LLC (e)
11/1/2025Fixed5.2 %18,984 3.3 %
Siemens AS12/15/2025Floating4.8 %42,446 7.4 %
Merative L.P.4/1/2026Fixed5.7 %1,953 0.3 %
North American Lighting, Inc.5/6/2026Fixed4.8 %6,214 1.1 %
Total Debt Outstanding9.5 %$572,757 100.0 %
________
(a)Excludes unamortized discount, net totaling $21.6 million and unamortized deferred financing costs totaling $9.2 million as of December 31, 2023.
(b)The NLOP Mortgage Loan bears interest at an annual rate of one-month forward-looking term rate based on SOFR, subject to a floor of 3.85%, plus 5.0%. In addition, we entered into an interest rate cap agreement that limits our SOFR rate exposure at 5.35% under the terms set forth under the NLOP Mortgage Loan. The NLOP Mortgage Loan is subject to two separate one-year extension options.
(c)The NLOP Mezzanine Loan bears interest at an annual rate of 14.5% (10.0% of which is required to be paid current on a monthly basis, and 4.5% of which is a payment-in-kind accrual, on a quarterly basis).
(d)This non-recourse mortgage loan has not been repaid as of the date of this report.
(e)In connection with the Spin-Off, the lender of this non-recourse mortgage loan did not release WPC as guarantor on the loan.
 Net Lease Office Properties | 6


Net Lease Office Properties
Fourth Quarter 2023
Dispositions
Dollars in thousands. Pro rata. For the year ended December 31, 2023.
Tenant / Lease GuarantorProperty Location(s)Gross Sale PriceABRClosing DateGross Square Footage
4Q23
Raytheon CompanyTucson, AZ$24,575 $1,978 Dec-23143,650 
Carhartt, Inc.Dearborn, MI9,806 748 Dec-2358,722 
BCBSM, Inc.Eagan, MN2,500 298 Dec-2329,916 
AVL Michigan Holding CorporationPlymouth, MI6,200 575 Dec-2370,000 
4Q23 Total43,081 3,599 302,288 
Year-to-Date Total Dispositions$43,081 $3,599 302,288 

 Net Lease Office Properties | 7


Net Lease Office Properties
Fourth Quarter 2023
Capital Expenditures and Leasing Activity
Capital Expenditures
In thousands. For the three months ended December 31, 2023.
Tenant Improvements and Leasing Costs
Tenant Improvements (Tenant Listed)
CVS Health Corporation$819 
Xileh Holding, Inc.15 
834 
Leasing Costs— 
Tenant Improvements and Leasing Costs834 
Maintenance Capital Expenditures (Tenant Listed)
KBR, Inc.371 
Exelon Generation Company, LLC67 
Other36 
474 
Total: Tenant Improvements and Leasing Costs, and Maintenance Capital Expenditures$1,308 

Leasing Activity
For the three months ended December 31, 2023, except ABR. Pro rata.
Lease Renewals and Extensions (a)
Expected Tenant Improvements ($000s)Leasing Commissions ($000s)
ABR
TenantLocationSquare FeetPrior Lease ($000s)
New Lease ($000s) (b)
Rent RecaptureIncremental Lease Term
BCBSM, Inc. (2 properties)Eagan, MN347,472 $5,041 $4,663 92.5 %$1,624 $— 10.0 years
Nokia CorporationKrakow, Poland53,400 1,096 829 75.6 %995 — 5.0 years
Merative L.P.Hartland, WI81,082 909 669 73.6 %1,650 559 10.0 years
Total / Weighted Average (c)
481,954 $7,046 $6,161 87.4 %$4,269 $559 9.4 years
_______
(a)Excludes lease extensions for a period of one year or less.
(b)New lease amounts are based on in-place rents at time of lease commencement and exclude any free rent periods.
(c)Weighted average refers to the incremental lease term.

 Net Lease Office Properties | 8


Net Lease Office Properties
Fourth Quarter 2023
Top Ten Tenants
Dollars in thousands. Pro rata. As of December 31, 2023.
Tenant / Lease GuarantorState / CountryABRABR %
Square Footage (a)
Number of PropertiesWeighted-Average Lease Term (Years)
KBR, Inc.Texas$20,156 14.2 %913,713 6.5 
BCBSM, Inc.Minnesota13,007 9.1 %1,029,966 5.4 
JPMorgan Chase Bank, N.A.Florida, Texas8,891 6.2 %666,869 5.4 
FedEx CorporationTennessee5,491 3.9 %390,380 15.9 
Total E&P Norge AS (b)
Norway5,185 3.6 %275,725 7.5 
Siemens AS (b)
Norway4,503 3.2 %165,905 2.0 
McKesson Corporation (US Oncology) (c)
Texas4,406 3.1 %204,063 0.1 
CVS Health CorporationArizona4,300 3.0 %354,888 15.0 
Pharmaceutical Product Development, LLCNorth Carolina3,983 2.8 %219,812 9.9 
Omnicom Group, Inc.California3,961 2.8 %120,000 4.8 
Total (d)
$73,883 51.9 %4,341,321 16 6.9 
________
(a)Excludes 570,999 of operating square footage for a garage at a domestic property.
(b)ABR amounts are subject to fluctuations in foreign currency exchange rates.
(c)This tenant vacated the property it was occupying upon lease expiration in the first quarter of 2024.
(d)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.
 Net Lease Office Properties | 9


Net Lease Office Properties
Fourth Quarter 2023
Lease Expirations
Dollars in thousands. Pro rata. As of December 31, 2023.
Year of Lease Expiration (a)
Number of Leases ExpiringNumber of Tenants with Leases ExpiringABRABR %
Square Footage (b)
Square Footage %
202411 $19,081 13.4 %1,199,405 14.3 %
202513 13 17,158 12.0 %859,031 10.2 %
20269,361 6.6 %574,783 6.9 %
20278,652 6.1 %499,571 6.0 %
202813,800 9.7 %627,627 7.5 %
20296,768 4.8 %358,013 4.3 %
203031,005 21.8 %1,669,375 19.9 %
20315,785 4.1 %326,325 3.9 %
20323,620 2.5 %257,008 3.1 %
20333,983 2.8 %219,812 2.6 %
20341,761 1.2 %80,664 1.0 %
20352,911 2.0 %201,229 2.4 %
20375,735 4.0 %402,962 4.8 %
20387,327 5.1 %459,486 5.5 %
20395,491 3.9 %390,380 4.6 %
Vacant— — — — %253,791 3.0 %
Total (c)
69 $142,438 100.0 %8,379,462 100.0 %

chart-be11286726e6487893f.jpg
________
(a)Assumes tenants do not exercise any renewal options or purchase options.
(b)Excludes 570,999 of operating square footage for a garage at a domestic property.
(c)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.
 Net Lease Office Properties | 10


Net Lease Office Properties
Fourth Quarter 2023
Property List
Dollars in thousands. Pro rata. As of December 31, 2023.

U.S. Assets:
Encumbered Status
#Primary TenantIndustry
Credit (a)
CityState
Square Footage (b)
ABRRent Increase TypeDate of Next Increase
WALT (c)
NLOP Mortgage LoanOther Mortgages
1
KBR, Inc. (d) (e)
Construction & EngineeringNon-IGHoustonTexas1,064,788$21,280Fixed: One-time 7.78%Jan-276.4
$—
2FedEx CorporationAir Freight & LogisticsIGColliervilleTennessee390,380$5,491Fixed: 0.75% annuallyOct-2415.9
$—
3BCBSM, Inc.Managed Health CareIGEaganMinnesota442,542$4,952Fixed: 2.00% annuallyFeb-240.5
$—
4JPMorgan Chase Bank, N.A.Diversified BanksIGFort WorthTexas386,154$4,661CPI: 0.0% Floor / 2.0% CapMar-246.2
$—
5
McKesson Corporation (US Oncology) (f)
Health Care DistributorsIGThe WoodlandsTexas204,063$4,406Fixed: 4.88% every 3 yrsN/A0.1
$—
6CVS Health CorporationHealth Care ServicesIGScottsdaleArizona354,888$4,300Fixed: 2.00% annually
Est. 2025 (g)
15.0
$—
7Pharmaceutical Product Development, LLCPharmaceuticalsIGMorrisvilleNorth Carolina219,812$3,983Fixed: 2.00% annuallyOct-249.9
$—
8Omnicom Group, Inc.AdvertisingIGPlaya VistaCalifornia120,000$3,961NoneN/A4.8
$—
9Orbital ATK, Inc.Aerospace & DefenseIGPlymouthMinnesota191,336$3,821Fixed: 2.00% annuallyDec-245.9$25,754
10R.R. Donnelley & Sons CompanyCommercial PrintingNon-IGWarrenvilleIllinois167,215$3,327Fixed: 2.00% annuallySep-243.7$—
11
Caremark RX, L.L.C. (d) (e)
Health Care ServicesIGChandlerArizona183,000$3,271Fixed: $0.50/SF annuallyN/A0.4$—
12
Board of Regents, State of Iowa (h)
Government Related ServicesIGCoralvilleIowa191,700$3,254CPI: 0.0% Floor / No CapNov-256.8$—
13
Bankers Financial Corporation (d) (e)
Property & Casualty InsuranceNon-IGSt. PetersburgFlorida167,581$3,150Fixed: 2.50% annuallyAug-244.6$—
14DMG MORI SEIKI U.S.A., INC.Industrial MachineryIGHoffman EstatesIllinois104,598$3,027Fixed: 3.00% annuallyJan-2415.0$—
15Exelon Generation Company, LLCElectric UtilitiesIGWarrenvilleIllinois146,745$2,935Fixed: $0.50/SF annuallyJul-242.5$19,906
16JPMorgan Chase Bank, N.A.Diversified BanksIGTampaFlorida176,150$2,934CPI: 0.0% Floor / 2.0% CapMar-246.2$—
17BCBSM, Inc.Managed Health CareIGEaganMinnesota202,608$2,924Fixed: 2.00% annuallyJan-2413.1$—
18Google, LLCInternet Software & ServicesIGVeniceCalifornia67,681$2,844Fixed: 3.00% annuallyJan-241.8$18,984
19BCBSM, Inc.Managed Health CareIGEaganMinnesota227,666$2,831Fixed: 2.00% annuallyFeb-240.5$—
20
ICU MEDICAL, INC. (d)
Health Care SuppliesNon-IGPlymouthMinnesota182,250$2,770Fixed: 3.25% annuallyFeb-243.7$—
21Intuit Inc.Internet Software & ServicesIGPlanoTexas166,033$2,577Fixed: 'One-time $2.00/SF in '21N/A2.5$21,900
22
AVT Technology Solutions LLC (f)
Technology DistributorsIGTempeArizona132,070$2,405Fixed: 3.00% annuallyN/A0.1$13,184
23Veritas Bermuda, LTDSystems SoftwareNon-IGRosevilleMinnesota136,125$2,211Fixed: 2.00% annuallyDec-248.9$—
 Net Lease Office Properties | 11


24BCBSM, Inc.Managed Health CareIGEaganMinnesota144,864$2,117Fixed: 2.00% annuallyJan-2413.1$—
25Cenlar FSBRegional BanksNon-IGYardleyPennsylvania105,584$2,000Fixed: 2.70% annuallyJan-244.5$—
26iHeartCommunications, Inc.BroadcastingNon-IGSan AntonioTexas120,147$1,971Fixed: 2.00% annuallyFeb-2411.1$—
27
Cofinity, Inc./Aetna Life Insurance Co. (d) (e)
Multi-line InsuranceIGSouthfieldMichigan94,453$1,907Fixed: One-time 6.90% in '23N/A1.1$—
28Arbella Service Company, Inc.Property & Casualty InsuranceIGQuincyMassachusetts132,160$1,850Fixed: 'One-time $1.00/SF in '22N/A3.4$—
29ICF Consulting Group, Inc.IT Consulting & Other ServicesNon-IGMartinsvilleVirginia93,333$1,725CPI: 0.0% Floor / No CapJan-243.1$—
30Acosta, Inc.AdvertisingNon-IGJacksonvilleFlorida88,062$1,497Fixed: $0.50/SF annuallyJul-243.6$10,062
31Safelite Group, Inc.Specialized Consumer ServicesNon-IGRio RanchoNew Mexico94,649$1,473Fixed: 2.00% annuallyJan-245.4$—
32Master Lock Company, LLCBuilding ProductsNon-IGOak CreekWisconsin120,883$1,409Fixed: 2.00% annuallyJun-248.4$—
33
JPMorgan Chase Bank, N.A. (d) (e)
Diversified BanksIGTampaFlorida135,733$1,361CPI: 0.0% Floor / 2.0% CapMar-241.2$—
34Midcontinent Independent Stm Op Inc.Electric UtilitiesIGEaganMinnesota60,463$1,118Fixed: $0.25/SF annuallyMar-242.2$9,123
35Emerson Electric Co.Industrial MachineryIGHoustonTexas52,144$1,082Fixed: $0.50/SF annuallyNov-241.8$—
36Radiate Holdings, L.P.Cable & SatelliteNon-IGSan MarcosTexas47,000$1,043CPI: 0.0% Floor / 3.0% CapAug-244.7$—
37North American Lighting, Inc.Auto Parts & EquipmentNon-IGFarmington HillsMichigan75,286$1,032Fixed: 2.50% annuallyApr-242.2$6,214
38Arcfield Acquisition CorporationAerospace & DefenseNon-IGKing of PrussiaPennsylvania88,578$1,000Fixed: One-time 17.50% in '23N/A2.6$—
39Merative L.P.IT Consulting & Other ServicesNon-IGHartlandWisconsin81,082$940CPI: 0.0% Floor / No CapDec-2411.9$1,953
40
Pioneer Credit Recovery, Inc. (d)
Diversified Support ServicesNon-IGMoorestownNew Jersey65,567$899Fixed: 2.50% annuallyJan-241.1$—
41Charter Communications Operating, LLCCable & SatelliteNon-IGBridgetonMissouri78,080$781Fixed: $0.50/SF annuallyApr-241.2$—
42Xileh Holding Inc.Multi-Sector HoldingsIGAuburn HillsMichigan55,490$694Fixed: 2.50% annuallyJan-2414.0$—
43Undisclosed – multi-national provider of industrial gasesIndustrial GasesIGHoustonTexas49,821$605Fixed: 2.00% annuallyJan-242.0$—
44APCO Holdings, Inc.Property & Casualty InsuranceNon-IGNorcrossGeorgia50,600$600Fixed: 2.50% annuallyMar-247.2$—
45Radiate Holdings, L.P.Cable & SatelliteNon-IGWacoTexas30,699$459CPI: 0.0% Floor / 3.0% CapAug-244.7$—
46S&ME, Inc.Environmental & Facilities ServicesNon-IGRaleighNorth Carolina27,770$430Fixed: 3.00% annuallyN/A0.8$—
47Radiate Holdings, L.P.Cable & SatelliteNon-IGCorpus ChristiTexas20,717$344CPI: 0.0% Floor / 3.0% CapAug-244.7$—
48Radiate Holdings, L.P.Cable & SatelliteNon-IGOdessaTexas21,193$230CPI: 0.0% Floor / 3.0% CapAug-244.7$—
49Radiate Holdings, L.P.Cable & SatelliteNon-IGSan MarcosTexas14,400$205CPI: 0.0% Floor / 3.0% CapAug-244.7$—
50BCBSM, Inc.Managed Health CareIGEaganMinnesota12,286$183Fixed: 2.00% annuallyFeb-240.5$—
U.S. Total (i)
7,586,429$126,2715.9

 Net Lease Office Properties | 12


European Assets:
Encumbered Status
#Primary TenantIndustry
Credit (a)
CityCountrySquare FootageABRRent Increase TypeDate of Next Increase
WALT (c)
NLOP Mortgage LoanOther Mortgages
1Total E&P Norge ASOil & Gas Exploration & ProductionIGStavangerNorway275,725$5,185Fixed: 2.50% annuallyJan-247.5$—
2Siemens ASIndustrial ConglomeratesIGOsloNorway165,905$4,503CPI: 0.0% Floor / No CapJan-242.0$42,446
3E.On UK PLCInternet RetailIGHoughton le SpringUnited Kingdom217,339$3,623CPI: 2.0% Floor / 4.0% CapN/A1.6$—
4
Undisclosed – UK insurance company (j)
Property & Casualty InsuranceIGNewportUnited Kingdom80,664$1,761CPI: 2.0% Floor / 4.0% CapJun-2410.4$—
5Nokia CorporationCommunications EquipmentIGKrakowPoland53,400$1,096CPI: 0.0% Floor / No CapSep-245.7$—
European Total (i)
793,033$16,1674.8
________
Indicates an asset that is in the NLOP Financing Arrangements collateral pool.
(a)“IG” refers to investment grade rated tenants.
(b)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.
(c)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.
(d)Denotes multi-tenant property. Primary tenant generating largest percentage of ABR shown. Industry, credit, rent increase structure and next rent increase are for primary tenant.
(e)Denotes leased property that is not 100% occupied.
(f)Denotes property that is vacant as of the date of this report.
(g)Fixed rent increase structure with 2.00% annual bumps commences upon completion of an in-process renovation, which is anticipated to occur in 2024. The first rent increase will be one year after completion of the renovation.
(h)We own a 90% controlling interest in this consolidated property.
(i)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.
(j)This property was sold in January 2024.
 Net Lease Office Properties | 13






Net Lease Office Properties
Appendix
For the year ended December 31, 2023



financialdocumentcoverslida.jpg
 Net Lease Office Properties | 14


Net Lease Office Properties
Fourth Quarter 2023
Normalized Pro Rata Cash NOI
In thousands.
Year Ended December 31, 2023
Consolidated Lease Revenues and Other
Total lease revenues – as reported$166,034 
Income from finance leases1,189 
Parking garage revenues (a)
1,799 
Less: Consolidated Reimbursable and Non-Reimbursable Property Expenses
Reimbursable property expenses – as reported27,957 
Non-reimbursable property expenses – as reported8,642 
132,423 
Adjustments for Pro Rata Ownership of Real Estate Joint Ventures:
Less: Pro rata share of NOI attributable to noncontrolling interests(361)
(361)
132,062 
Adjustments for Pro Rata Non-Cash Items:
Less: Straight-line and other leasing and financing adjustments(631)
Add: Above- and below-market rent intangible lease amortization4,335 
Add: Other non-cash items385 
4,089 
Pro Rata Cash NOI (b)
136,151 
Adjustment to normalize for intra-period dispositions (c)
(3,546)
Normalized Pro Rata Cash NOI (b)
$132,605 
 Net Lease Office Properties | 15


Net Lease Office Properties
Fourth Quarter 2023

The following table presents a reconciliation from Net income attributable to NLOP to Normalized pro rata cash NOI:
Year Ended December 31, 2023
Net Income attributable to NLOP
Net income attributable to NLOP – as reported$(131,746)
Adjustments for Consolidated Operating Expenses
Add: Operating expenses – as reported260,497 
Less: Property expenses, excluding reimbursable tenant costs – as reported(8,642)
251,855 
Adjustments for Other Consolidated Revenues and Expenses:
Less: Other lease-related income (excluding parking garage revenues)(5,943)
Less: Reimbursable property expenses – as reported(27,957)
Add: Other income and (expenses)45,765 
Add: Provision for income taxes425 
12,290 
Other Adjustments:
Less: Straight-line and other leasing and financing adjustments(631)
Add: Above- and below-market rent intangible lease amortization4,335 
Add: Adjustments for pro rata ownership(335)
Adjustment to normalize for intra-period dispositions (c)
(3,546)
Add: Property expenses, excluding reimbursable tenant costs, non-cash383 
206 
Normalized Pro Rata Cash NOI (b)
$132,605 
________
(a)Amount is comprised of revenues from a parking garage at a domestic property and is included in Other lease-related income on our consolidated income statements.
(b)Pro rata cash NOI and normalized pro rata cash NOI are non-GAAP measures. See the Disclosures Regarding Non-GAAP and Other Metrics section that follows for a description of our non-GAAP measures and for details on how pro rata cash NOI and normalized pro rata cash NOI are calculated.
(c)For properties disposed of during the period, the adjustment eliminates our pro rata share of cash NOI for the period.
 Net Lease Office Properties | 16


Net Lease Office Properties
Fourth Quarter 2023
Disclosures Regarding Non-GAAP and Other Metrics

Non-GAAP Financial Disclosures
FFO and AFFO
Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT, an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.
We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from the sale of certain real estate, impairment charges on real estate or other assets incidental to the company’s main business, gains or losses on changes in control of interests in real estate and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO on the same basis.
We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on finance leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, merger and acquisition expenses, and spin-off expenses. We also exclude realized and unrealized gains/losses on foreign currency exchange rate movements (other than those realized on the settlement of foreign currency derivatives), which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs that are currently not engaged in acquisitions, mergers and restructuring, which are not part of our normal business operations. AFFO also reflects adjustments for jointly owned investments. We use AFFO as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies and determine executive compensation.
We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency exchange rate losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs.
Pro Rata Cash NOI
Cash net operating income (“cash NOI”) is a non-GAAP financial measure that is intended to reflect the performance of our properties. We define cash NOI as cash rents from our properties less non-reimbursable property expenses. Cash NOI excludes amortization of intangibles and straight-line rent adjustments that are included in GAAP lease revenues. We present cash NOI on a pro rata basis (“pro rata cash NOI”) to account for our share of income related to noncontrolling interests. We believe that pro rata cash NOI is a helpful measure that both investors and management can use to evaluate the financial performance of our properties and it allows for comparison of our operating performance between periods and to other REITs. Pro rata cash NOI should not be considered as an alternative to net income as an indication of our financial performance or to cash flows as a measure of liquidity or our ability to fund all needs. The method by which we calculate and present cash NOI and/or pro rata cash NOI may not be directly comparable to the way other REITs present such metrics.
Normalized Pro Rata Cash NOI
Normalized pro rata cash NOI is pro rata cash NOI as defined above adjusted primarily to exclude our pro rata share of cash NOI from properties disposed of during the most recent quarter. We believe this measure provides a helpful representation of our net operating income from our in-place leased properties.
 Net Lease Office Properties | 17


Net Lease Office Properties
Fourth Quarter 2023

Other Metrics
Pro Rata Metrics
This supplemental package contains certain metrics prepared on a pro rata basis. We refer to these metrics as pro rata metrics. We have one investment in which our economic ownership is less than 100%. On a full consolidation basis, we report 100% of the assets, liabilities, revenues and expenses of this investment that is deemed to be under our control, even though our ownership is less than 100%. On a pro rata basis, we generally present our proportionate share, based on our economic ownership of this jointly owned investment, of the assets, liabilities, revenues and expenses of this investment. Multiplying our jointly owned investment’s financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investment.
ABR
ABR represents contractual minimum annualized base rent for our properties and reflects exchange rates as of December 31, 2023. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is presented on a pro rata basis.
 Net Lease Office Properties | 18
v3.24.0.1
Cover Page Document
Mar. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 06, 2024
Entity Registrant Name Net Lease Office Properties
Entity Incorporation, State or Country Code MD
Entity File Number 001-41812
Entity Tax Identification Number 92-0887849
Entity Address, Street Address One Manhattan West, 395 9th Avenue, 58th Floor
Entity Address, City New York,
Entity Address, State NY
Entity Address, Postal Zip Code 10001
City Area Code 844
Local Phone Number 656-7348
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of each class Common Shares of Beneficial Interest, par value $0.001 per share
Trading Symbol(s) NLOP
Name of each exchange on which registered NYSE
Entity Emerging Growth Company true
Entity Central Index Key 0001952976
Amendment Flag false
Entity Ex Transition Period false

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