Hello, and welcome to Broadstone Net Lease's Third Quarter 2025 Earnings Conference Call. My name is Elliot, and I will be your operator today. Please note that today's call is being recorded. I'll now turn the call over to Brent Maedl, Director of Corporate Finance and Investor Relations at Broadstone. Please go ahead.

Thank you, everyone, for joining us today for Broadstone Net Lease's Third Quarter 2025 Earnings Call. On today's call, you will hear prepared remarks from Chief Executive Officer, John Moragne; President and Chief Operating Officer, Ryan Albano; and Chief Financial Officer, Kevin Fennell. All 3 will be available for the Q&A portion of this call. As a reminder, the following discussion and answers to your questions contain forward-looking statements, which are subject to risks and uncertainties that can cause actual results to differ materially due to a variety of factors. We caution you not to place undue reliance on these forward-looking statements. For a more detailed discussion of risk factors that may cause such differences, please refer to our SEC filings, including our Form 10-K for the year ended December 31, 2024, and our Form 10-Q for the quarter ended March 31, 2025, and note that such risk factors may be updated in our quarterly SEC filings. Any forward-looking statements provided during this conference call are only made as of the date of this call. With that, I'll turn the call over to John.

Thank you, Brent, and good morning, everyone. To start, I would like to thank everyone who joined or listened to our second quarter's earnings call. It was an important one for BNL, and my prepared remarks were certainly longer than usual, but there were important messages I felt needed to be conveyed, and I appreciate the positive feedback it received. Given our lengthier remarks last time and our upcoming Investor Day on December 2, our prepared remarks for this quarter are intentionally briefer. I'm excited to announce another strong quarter of results that reflects the continued success of our differentiated growth strategy as well as the deep expertise and strategic acumen of our team. We have consistently operated in a way that should answer any questions investors have about this team, our strategy or our ability to deliver attractive long-term value for our shareholders. We are proud of what we have accomplished so far but are no less determined to push B&L even higher. This quarter, we invested $204 million in an attractive pipeline of accretive acquisitions and development projects, collected 100% of our rents, resolved both the At Home and Claire’s situations with all leases assumed and no bad debt incurred from either and secured 1.2% sequential quarterly growth in contractual rental obligations, which helped drive a 5.7% increase in quarterly AFFO per share when compared against the third quarter of 2024. As a result of our strong execution, and as you saw in our release last night, we are raising our full year 2025 guidance to $1.49 to $1.50 of AFFO per share, representing 4.2% to 4.9% growth for the year. On a year-to-date basis, we have invested $552.6 million, including approximately $353.4 million in new property acquisitions, $150.2 million in build-to-suit developments, $40.7 million in transitional capital…

Thanks, John, and thank you all for joining us. Today, I'm going to start with our build-to-suit pipeline and differentiated investment strategy. Since our inaugural build-to-suit for UNFI reached stabilization in September of 2024, we have continued to scale our build-to-suit pipeline through both existing and new relationships, having started 10 new projects with an aggregate estimated investment of $374.6 million. As of today, our active committed build-to-suit pipeline will deliver approximately $28 million of additional ABR between Q4 of this year and through the end of 2026, representing 6.7% growth in our current ABR. Our 8 in-process developments, which range in size and scale and encompass both industrial and retail projects comprise an estimated total project investment of $370.9 million and have strong weighted average estimated initial yield of 7.5% and a fantastic weighted average estimated straight-line yield of 8.9%, driven by weighted average lease term and rent increases of approximately 13.1 years and 2.9%, respectively. These assets provide long-term, high-quality derisked and value-creating growth that is unique in the net lease space. In a competitive and higher interest rate environment where cap rates are under pressure, we believe our build-to-suit strategy provides us with a compelling competitive edge. You have heard this from us before, but it bears repeating. Our build-to-suit program gives us access to high-quality tenant and developer relationships, superior yield generation, meaningful value creation, long-term income stability, higher quality in newly constructed buildings and better overall real estate fundamentals. When you consider all of this together, it should be easy to see why we have such a high degree of confidence in the long-term value of these assets and the added flexibility they provide. This past quarter, we also made an additional $17.9 million investment in the form of transitional capital through a preferred equity…

Thank you, Ryan. During the quarter, we generated adjusted funds from operations of $74.3 million or $0.37 per share, in line with the prior quarter and a 5.7% increase over Q3 of last year. Core G&A totaled $7.4 million for the quarter and $21.7 million year-to-date, continuing to track in line with the low end of our full year expectations of $30 million to $31 million. Year-to-date bad debt totaled 30 basis points, benefited by no bad debt incurrence during the third quarter. We have funded our investments through a combination of retained cash flow, disposition proceeds and our revolving credit facility. We ended the quarter with pro forma leverage of 5.4x net debt, approximately $38 million of unsettled equity and over $900 million available on our revolver, maintaining sufficient financial flexibility heading into the end of the year. In September, we raised $350 million of 5% senior unsecured notes due November 2032, marking our return to the investment-grade bond market for the first time since our inaugural issuance back in September of 2021. The transaction garnered significant interest with an order book that was nearly 7x oversubscribed and proceeds were primarily used to pay down our revolver balance. This level of interest in our business from this investor base is highly encouraging as our attention turns back to growth capital alongside medium-term refinancing needs. We will continue opportunistically evaluating this market moving forward with an eye for maintaining our strong balance sheet and financial flexibility, making decisions we want to make versus those we have to make. Last week, our Board of Directors approved a $0.29 dividend per share payable to holders of record as of December 31, 2025, on or before January 15, 2026. Our dividend remains well covered. Our payout ratio continues to decline given our earnings growth from a peak of approximately 80% in Q1 of 2024, and our yield still represents a compelling investment relative to our peers. As John mentioned, we are increasing our 2025 per share guidance to a range of $1.49 to $1.50 with adjustments to key assumptions that include investment volume between $650 million and $750 million, an increase of $100 million at the midpoint, disposition volume between $75 million and $100 million, reflecting identified transactions that have already occurred or are expected to occur by year-end. Regarding bad debt, we would normally maintain at least 50 basis points for the remaining months in the year, but given no active or highly probable workup scenarios, we are expecting little to no bad debt to close out the year. Finally, it's always worth reminding everyone that our per share results for the year are sensitive to the timing, amount and mix of investment and disposition activity as well as any capital markets activities that may occur during the year. Please reference last night's earnings release for additional details, and we will now open the call for questions.

[Operator Instructions] First question comes from John Kim with BMO Capital Markets.

A couple of questions on the build-to-suits. John, you mentioned the value creation that you are set to realize and some of these build-to-suits may be capital recycling opportunities for you. Is that currently your preferred outcome for some of these developments? Or are you just using that -- or you just mentioned as a potential source of income?

It's certainly not preferred. I'd like to joke that these are our babies. We're growing them up. We'd love to hold on to them for the long term. But given where cost of equity sits today, particularly after the last couple of days, it's something that we'll spend a lot of time thinking about. Our plan is to make sure that we can control our destiny. And if we need to sell off some of these assets and capture the upside, not only is that going to be a great source of capital for us to be able to continue to grow this business, but it also helps prove out the concept. It's one thing for us to continue to emphasize the value creation, and it's certainly something that we can point to market statistics and BOVs and all sorts of things, but there's a proof of concept there that may be useful one day in the future. So not the preferred outcome, but it's certainly something we're willing to do to continue to fund the business.

Okay. And then second, are you seeing more competition for build-to-suit projects given the success you've had so far? And then just following up, if you do sell some of these assets, some of these developments, would you need to put them back into acquisitions from a 1031 perspective? Or can those funds be put back into the developments?

So, from a competition standpoint, we're certainly seeing a little bit more, but the way that we have been working our relationships and making sure that we prove out the value of this team and the creative structure that we can bring and the surety of execution, the goal is to not to have any. Our best developer relationships are the ones where they bring us their pipeline every single week, every single month, and they provide us with ample opportunity to look at their deals and to work on them directly with them and not have to go through a marketed process. Ones that may involve a marketed process are slightly less appealing to us. We're looking for good relationships, and that's something that we're similarly seeing on the acquisitions front, where the majority of our deal flow this year has been from direct off-market relationships where our clients or sponsors are coming to us and looking for us to work with them. So those are the same types of relationships that we're working to curate within the build-to-suit pipeline. From a tax efficiency standpoint, certainly, we'd be looking at that. We're not going to be in a spot where you're going to be working losses or anything on these. So, you want to make sure that we could readily deploy that into 1031. So that way, we're not having any of the tax inefficiency that could come with it. So that would be more in the usual acquisition vein than it would be in build-to-suit.

We now turn to Upal Rana with KeyBanc.

John, I appreciate the commentary on the ATM in your prepared remarks. But when you're looking at the possibility of issuing equity, are you looking at a particular share price or -- on when to issue? Or is it based on the opportunity you're seeing coming up in order to execute on more investments?

That's a little bit of both, but we lean more towards the opportunity set and looking at what the incremental cost of capital is relative to the investment pipeline. So that's why I mentioned in my remarks, both the pipeline itself and having a more constructive cost of capital, which was, of course, a little bit more constructive 3 days ago than it is today. But short term isn't going to drive sort of the longer-term decisions we're going to make here. So, we'll continue to evaluate against the opportunity set. And when that makes sense, that will be more of the driving force than sort of the headline share price in and of itself.

Okay. Great. That was helpful. And then in terms of the build-to-suit pipeline, are you working to add anything more to 2026? Or are you just looking at potentially building out 2027 at this point?

For 2026, we feel pretty good. As you heard from Ryan, we got $28 million that's coming online between now and the end of 2026 for 6.7% ABR growth. That feels great. So right now, we're a lot more focused on 2027 from that standpoint. We'll certainly be adding some incremental growth from an acquisition standpoint in '26. But the build-to-suits that are at the finish line right now for us, and as I mentioned, we've got a handful of things under executed LOI. We've got a handful of things in late-stage negotiations that we believe will come together in the next couple of months here. Those are really going to be for the benefit of '27 when you're talking average builds somewhere in that 10-, 12- to 15-month range.

We now turn to Anthony Paolone with JPMorgan.

Great. Just if I look at your lease expiration schedule between now and the end of 2027, it's about 10% of ABR. Is there anything we should be thinking about at this point where there's either like known move-outs or a part of that piece of the portfolio that you'll have to backfill or do something with?

Nothing material. The executions that we've had so far this year have been really good. We've been at like 108% from leases that we have executed for situations where we know someone is vacating. We've been able to get out in front of it in terms of finding someone on the back end to either re-lease or to sell, and we're doing the same thing. We've already gone through -- our underwriting teams already looked all the way up through 2028. So, we're planning well in advance and are having advanced discussions with those folks for '26 and even some for '27. So, nothing material, and we feel pretty good about our ability to work through those over time. And particularly next year, there's only 3%. So, it's a fairly immaterial amount.

Okay. And then, John, you said you kind of want to keep your babies. If we go outside of maybe some of the build-to-suits and things that you've been doing, what portion of the portfolio do you see as just being noncore, more regular way dispositions? And is there positive, negative or a wash on spreads on those types of transactions versus maybe where your investment returns are?

So regular way disposition strategy for us outside of opportunistic sales is going to be a lot of like what you've seen this year, more in that like $50 million to $100 million. It's going to be regular portfolio pruning, customary asset management type stuff where we believe the right decision is to sell and move on from an asset. And usually after we've exhausted all alternatives or taken steps to try to improve the value of it before we go, whether it's from a lease extension or doing some TI or what have you. Opportunistically, we will look for places. We actually have right now a handful of assets where we've received unsolicited offers to sell those, and we'll evaluate them and see if it makes sense for us to use that as an additional source of capital to redeploy back into our investment pipeline. From a noncore standpoint, of course, as you all heard me say lots, we will continue to work through the remaining clinical, but that's fairly immaterial. And so, we'll take it bit by bit. Office will go bit by bit. So, there's nothing holistic we're planning to do with either one of those. Anything that we're going to be doing on sort of that risk mitigation asset management, hopefully, we're at par or better, maybe a little bit of a quality trade that we're getting from a higher cap rate into the stuff that's core to our business. And then anything that we do opportunistically, we'll be doing primarily from a view of being able to get a good spread and reinvest it into the pipeline.

Our next question comes from Caitlin Burrows with Goldman Sachs.

Maybe on the transitional capital kind of properties or investments, you guys list 3 of them now. I know you gave some detail in the prepared remarks, but I guess I was wondering if you could talk like how you think about those investments and the future plans. It sounds like maybe the industrial future plan might be different than the retail one. But for the industrial one, is it that you expect it to ultimately convert to a development site or not? And then on the retail one, kind of what's the outlook for that as well?

Yes, I'll take the retail one first. That was less than $1 million. It was a few hundred thousand dollars that we put in the retail site. It was in terms of re-leasing TI that we were doing there. Just as a reminder, that is a community center in St. Louis that's anchored by one of the top Home Depots in the country. That transitional capital came about as a way for us not only to support one of our developer partners' growth, but also we were able to acquire 7 individual assets on a sale-leaseback basis at basically high 7, low 8 cap rate for things like Chick-fil-A and Bass Pro and Burger King and things like that. So, a very attractive opportunity for us to not only get some individual sale -- individual deals, excuse me, not sale leasebacks, but then to also get this preferred capital joint venture structure that we put in place for Sunset Hills, the property that we own, where -- we'll hold it for the next couple of years. We were waiting for the Home Depot to renew its lease, which it did this year. Right now, we'll hold, but then there may be a plan in the future if we choose to monetize that. On the industrial side, it's still in early stages. So, we're a little bit limited in what we can say, but our view is absolutely that, that is going to convert into a build-to-suit. We came into it with the view of not only having a lot of optionality, but also a lot of upside. You heard from Ryan on the call about the heavy power, heavy water, the strategic location. We're seeing a lot of interest in the site already by both prospective tenants, including those in the beverage, packaging, logistics industries. We also have some owner users that are looking to purchase the land from us already, actually at a multiple of our invested capital. So, lots of upside, we think, lots of optionality depending on which way it goes. And the hope is that, that will convert in the near term into one or more build-to-suits for us.

Got it. And then sorry to bring it up again, but just on the funding side, so, I know last quarter and obviously, a lot has happened since last quarter, but last quarter, you guys mentioned how you still had leverage capacity and the share price wasn't so attractive. So, you'd lean into the leverage side. I guess how are you thinking today, I realize that it's share price dependent, but about like you even mentioned in the prepared remarks that you think there's still a lot of upside to the share price. So, leaning on leverage maybe for longer, realizing you don't have a crystal ball on the equity side, but leaning on leverage for longer before relying on the equity side, I guess.

That's a fair summary I think, still holding pretty firm to our staying inside leverage, our 6x leverage on a sustained basis. And so, we've been talking all year how we plan to put that to work. That's what we're doing, but still very much aligned with maintaining that discipline around the balance sheet. And I think if you pair that with John's comments earlier about the opportunity set relative to where we're trading, it's certainly a dynamic equation that we continue to evaluate.

We now turn to Ronald Kamdem with Morgan Stanley.

Just 2 quick ones. Just back to the regular way acquisitions. I take it that was a big driver of the guidance raise sort of this quarter. Maybe can you just talk through just the amount of product that's been coming online? And between industrial and retail, are you sort of seeing any sort of changes in cap rate, cap rate compression or anything like that? So, talk through the product on the market and potential for cap rate compression industrial versus retail.

Yes. So, we're seeing a lot of good product. It's certainly not as much as I think we or anyone hope for. Hopefully, those numbers will increase over time, but that's going to take some macro shifts either from an interest rate environment or from an overall sort of macro certainty and calm to start seeing a little bit more volume and see it creep back up to levels a little bit higher than what we've seen since 2023. Cap rates feel like to me at least that they’ve plateaued a little bit. Competition is as fierce right now as it's been as we've been at least talking about it for the last year. There's lots of folks that are looking for industrials because they're bigger ticket sizes and then the retail stuff has obviously been in favor, and that's the majority or the predominant asset class for most of our peers and for a lot of the private platforms that have come online this year. So, we're still focused on things that work relative to our cost of capital. So, we're in that sort of 7 cap and north range for everything that we're looking at as things sort of go south from there. From a cap rate compression standpoint, it starts to be less interesting to us. We also find a lot of those deals to not necessarily be appropriately priced from a risk-adjusted return standpoint. There's lots of folks that have different incentives than we do in terms of deployment and leverageability and things. So multivariable calculus in terms of how we're thinking about what we're going to be adding into our pipeline.

Helpful. And then just back on the build-to-suits, maybe just a quick update on just the -- I know you guys mitigate a lot of the construction costs and so forth. But just what's the update on the environment in terms of where construction costs are trending and so forth?

Yes. Construction costs certainly have gone up. The tariffs didn't help in a lot of ways, but most of that is on the hard cost components of our build-to-suits and that on a relative basis is a fairly small percentage of the overall budget on these things when you add in all the design and the architecture costs and soft costs and things like that. So, they certainly have gone up. Labor has gone up as well. But in terms of being able to make the economics work for us, we haven't had any issues with that.

We now turn to Jay Kornreich with Cantor Fitzgerald.

I just wanted to follow up on the regular way acquisition side of the story. As that part of the investments start to pick up, are there any guideposts that you think about as to what part of the future earnings story you'd like to see regular way acquisitions versus developments?

So, I'd love to be in a spot at the beginning of every single year where our sort of forward pipeline of build-to-suits that we have coming online in a particular year gives us a baseline of growth that we feel is relatively attractive in and of itself. And then put ourselves in a position through the regular way acquisitions where we can sort of top that off and push our growth to a more attractive place. And then maybe as importantly, we always want to be in a spot where when we get the phone call from one of our clients, one of our sponsors, one of our partners that they have a deal that they want to do with us directly. They're not taking it to market. They want to work with us because of the relationship that we're always in a spot where we can be able to do those deals. And that's something that we've been emphasizing a lot this year. If you look at the volume of deals that we've done this year on the regular way side, it's about $430 million closed and under control, more than 2/3 of that, maybe even higher, are things that we're seeing on a direct relationship-based off basis place, and that's why that number is higher than we anticipated at the beginning of the year. At the beginning of the year, there were certain ones that we saw. But as the course of the year moved on and people started calling, we were in a spot where we could help them grow their business at the same time that we grow ours, and that's something that we always want to make sure that we can do. So going into a year, we want to have a baseline of growth already locked in and then be in a spot where we can upsize that with additional deals at the same time that we're serving our clients' needs.

I appreciate that color. And then just one follow-up on the tenant credit side. You mentioned expecting no bad debt through the rest of the year, which is great. So just curious, as we look into 2026, are there any specific tenants on the watch list to call out? Or is it looking, I guess, relatively clean from your vantage point at this point?

Yes. I feel pretty good about our watch list right now. There's no individual tenant names that I would call out in the way that we've had in the past, particularly this year with At Home and Claire’s and Zips at the beginning of it. So, no specific names to talk about. We're paying a lot of attention to the furnishing -- furniture, home furnishing sector, some casual dining stuff as well as folks with near-term debt maturities. So, the list of sort of sectors or industries or factors that we've been paying attention to hasn't changed probably in the last 2 years. It's all fairly consistent, but there's nothing material or no individual names that I would mention.

[Operator Instructions] We now turn to Ryan Caviola with Green Street.

Could you provide some color on the average deal size and box size you're targeting in regards to the acquisition pipeline? I thought it was interesting the last time you acquired this much in the quarter was across 27 new properties in 2024 versus this quarter across 3 larger properties. Is that a strategic shift or just opportunistic?

It's opportunistic. It really depends on are we buying retail or are we buying industrial. Our box size and the ticket size of the deal is always going to be much larger on the industrial side than the retail. So, the change between those quarters is really just a reflection of the makeup of retail versus industrial.

Got it. And then going to the U.S. administration, I know there's been a lot of noise around tariffs. Could you remind us how any policies upcoming are impacting U.S. manufacturing and onshoring activity for your tenants? And is there a timing on any of those tailwinds?

From a tailwind standpoint, I mean, I mentioned this a little bit in my prepared remarks. We actually think that there is a longer-term really positive tailwind for the industrial sector from a reshoring standpoint. And not just from reshoring that manufacturing, but also, as I said, there's these beneficial knock-on effects that you get because as you bring additional manufacturing and other types of activity in the United States, you then have to have the logistics and the distribution assets surrounding it to support that type of growth. So, we think we're entering into a really positive multiyear period where those tailwinds are going to help push some additional interest and investments and good opportunities for us on the industrial side and particularly on the build-to-suit side. So, we're having conversations that are clearly stemming from that type of tailwind from administrative policy. And then we're also seeing it in our existing portfolio.

Our next question comes from Eric Borden with BMO Capital Markets.

I just wanted to touch on At Home and Claire’s. Just given the positive outcome there, could you just provide an update on your long-term thoughts, whether you plan to keep those assets or use them as an attractive piece of paper for capital recycling?

It will depend. At Home, we think, has a decent chance in terms of reemerging the bankruptcy with the structure they put in place. We were very pleased to see during the bankruptcy process that they actually reopened some stores that they originally thought that they were going to be closing, which gives you a view into the confidence that, that management team has in their model and their ability to run that business. So, At Home, we'll continue to evaluate, but that one may sit there for a little while. Claire's is certainly emerging as a smaller business. And so, in the near term, we're going to be looking at, is there a way for us to help them transition to that smaller business. It's great that we're paid out through the end of the year, and they assume the lease on the other side of it. We'll evaluate that in '26. And if we can find a way to help them transition into that smaller business at the same time that we're able to bring someone else into our asset or sell it or do something different with it and generate some additional return for us, either with a re-leasing, multi-tenant leasing or with a sale, we'll absolutely explore that.

Okay. And then just on the build-to-suit side, I know you've mentioned there's some competition from the investment side. But from the owner-user, has there been any change or thinking on their plans to accelerate or decelerate any new building opportunities just given the pressures from layoffs that we've seen in the headlines?

So that's really going to be client-specific in terms of how they're thinking about what their business is. I've said this a bunch of times, but our clients in the build-to-suit space are making multiyear, sometimes multi-decade decisions here. And so, they want to make sure that they're making the right one from a capital allocation standpoint and as do we. So, what we've seen is there's been a little bit of a slowing down of people making decisions, but the pipeline is big enough to accommodate that. And so being in a spot where we can feel confident that the decisions that they're making are going to help support the decisions that we make, if it takes an extra month or a quarter to get there, then that's okay because the pipeline is big enough for us to be able to fill out what we're looking for, for 2026. And as I said earlier, we're already looking at 2027, which is one of the real benefits of this strategy. When you're trying to fill your pipeline on a quarter-by-quarter basis with regular way deals, if a quarter slips, a quarter slips and that can hurt a lot. When you're in our business and you're looking out to 2027 and the growth you're having there, if something pushes a month, but you're still going to have it come online 15 months from now, that feels pretty good. So, we're in a great spot, both with a robust pipeline with a bunch of resilient operators, developers that are very busy right now looking at new deals and look forward to having additional announcements in the coming months and quarters on that front.

We have a follow-up from Caitlin Burrows at Goldman Sachs.

Just a follow-up on the build-to-suit pipeline. It sounded like you mentioned in the prepared remarks that you were confident in reaching the $500 million of announcements by year-end, which requires a lot more volume. So, I guess as you think about kind of the pace of announcements that you've had this year, is there anything that's held up recent incremental announcements? Maybe they're bigger deals and just take longer? Do you want to just save a lot of that excitement for the Investor Day? Or just could you comment on how that timing is kind of working out versus expectations?

Yes, there's a little bit of timing there where some stuff will close -- sort of close in terms of becoming committed towards the end of the year. But I don't think we're as far off as you might. We're at [ 256.7 ] in terms of 7 different build-to-suits that we started this year, beginning with Southwire, which we paper closed at the very, very end of '24, but didn't actually start funding until January. You take the multiple projects we have under executed LOI, which hopefully we will have some of those out in the next couple of weeks and months here. And then we are looking at our transitional capital, the $85 million investment we've got there as a future build-to-suit. So, take all those things together, we're north of $400 million. So, it's a chip shot for us to finish out the rest of the year, and we feel pretty good about what we're seeing in the pipeline for it.

We have no further questions. So, I'll now hand back to John Moragne for any final remarks.

Thanks, everybody, for joining us today. Hope you have a good rest of your day.

Ladies and gentlemen, today's call has now concluded. We'd like to thank you for your participation. You may now disconnect your lines.