8-K

Net Lease Office Properties (NLOP)

8-K 2025-02-27 For: 2025-02-27
View Original
Added on April 08, 2026

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): February 27, 2025

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Net Lease Office Properties

(Exact Name of Registrant as Specified in its Charter)

Maryland 001-41812 92-0887849
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York 10001
(Address of principal executive offices) (Zip Code)

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

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

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

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

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

☐ Pre-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 class Trading Symbol(s) Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share NLOP New 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 February 27, 2025, Net Lease Office Properties (the “Company”) made available certain unaudited supplemental financial information at December 31, 2024. A copy of this supplemental information is attached as Exhibit 99.1.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Supplemental financial information of the Company at December 31, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Net Lease Office Properties
Date: February 27, 2025 By: /s/ ToniAnn Sanzone
ToniAnn Sanzone
Chief Financial Officer

Document

Exhibit 99.1

Net Lease Office Properties

Supplemental Financial Information

Fourth Quarter 2024

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Terms and Definitions

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

REIT Real estate investment trust
WPC W. P. Carey Inc., a net-lease REIT (also our “Advisor”)
U.S. United States
ABR Contractual minimum annualized base rent
NAREIT National Association of Real Estate Investment Trusts (an industry trade group)
WALT Weighted-average lease term
NLOP Mortgage Loan Our $335.0 million senior secured mortgage loan, which was fully repaid during the year ended December 31, 2024
NLOP Mezzanine Loan Our $120.0 million mezzanine loan facility, which is collateralized by the assignment of certain of our previously unencumbered real estate properties
NLOP Financing Arrangements The NLOP Mortgage Loan and NLOP Mezzanine Loan

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.

Net Lease Office Properties

Supplemental Information – Fourth Quarter 2024

| Table of Contents | | --- || Summary Metrics | 1 | | --- | --- | | Components of Net Asset Value | 2 | | Consolidated Statement of Operations | 3 | | FFO and AFFO, Consolidated | 4 | | Consolidated Balance Sheets | 5 | | Capitalization | 6 | | Debt Overview | 7 | | Dispositions | 8 | | Capital Expenditures and Leasing Activity | 9 | | Top Ten Tenants | 10 | | Lease Expirations | 11 | | Property List | 12 | | Appendix | | | Normalized Pro Rata Cash NOI | 15 | | Disclosures Regarding Non-GAAP and Other Metrics | 17 |

Net Lease Office Properties

Fourth Quarter 2024

Summary Metrics

As of or for the three months ended December 31, 2024.

Financial Results
Revenues, including reimbursable costs – consolidated ($000s) $ 27,730
Net loss attributable to NLOP ($000s) (35,785)
Net loss attributable to NLOP per diluted share (2.42)
Normalized pro rata cash NOI ($000s) (a) (b) 17,114
AFFO attributable to NLOP ($000s) (a) (b) 11,526
AFFO attributable to NLOP per diluted share (a) (b) 0.78
Balance Sheet and Capitalization
Equity market capitalization – based on quarter end share price of $31.21 ($000s) $ 462,347
Total consolidated debt ($000s) 169,216
Gross assets ($000s) (c) 957,136
Total consolidated debt to gross assets 17.7 %
NLOP Mortgage Loan principal outstanding ($000s) (d) $
NLOP Mezzanine Loan principal outstanding ($000s) (d) 61,141
Advisory Fees and Reimbursements Paid to WPC
Asset management fees (e) $ 1,375
Administrative reimbursements (f) 1,000
Portfolio (Pro Rata) (b)
ABR (in thousands) (g) $ 88,124
Number of properties 39
Number of tenants 43
Occupancy 85.2 %
Weighted-average lease term (in years) 4.3
Leasable square footage (in thousands) (h) 5,613
ABR from investment grade tenants as a % of total ABR (i) 44.4 %
Dispositions – number of properties sold 6
Dispositions – gross proceeds (in thousands) $ 47,174
Subsequent to Quarter End
NLOP Mezzanine Loan principal outstanding as of the date of this report ($000s) (j) $ 57,874

________

(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 $123.0 million and above-market rent intangible assets of $17.6 million.

(d)Original principal outstanding for the NLOP Mortgage Loan was $335.0 million. The NLOP Mortgage Loan was fully repaid during the year ended December 31, 2024. Original principal outstanding for the NLOP Mezzanine Loan was $120.0 million. NLOP Mezzanine Loan principal outstanding (as a % of original principal) was 51.0% as of December 31, 2024.

(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 being 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, 2024. Includes tenants or guarantors with investment grade ratings (24.8%) and subsidiaries of non-guarantor parent companies with investment grade ratings (19.6%). 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.

(j)NLOP Mezzanine Loan principal outstanding (as a % of original principal) was 48.2% as of the date of this report.

Net Lease Office Properties 1

Net Lease Office Properties

Fourth Quarter 2024

Components of Net Asset Value

In thousands.

Three Months Ended December 31, 2024
Normalized Pro Rata Cash NOI (a) (b) $ 17,114
Balance Sheet – Selected Information As of December 31, 2024
Assets
Book value of select real estate (c) $ 30,633
Cash and cash equivalents 25,121
Restricted cash, including escrow (d) 43,305
Other assets, net:
Straight-line rent adjustments $ 20,489
Accounts receivable 2,216
Prepaid expenses 2,213
Deferred charges 2,123
Taxes receivable 228
Other 1,931
Total other assets, net $ 29,200
Liabilities
Non-recourse mortgages, net (e) $ 110,841
NLOP Mezzanine Loan (f) 61,141
NLOP Mortgage Loan (g)
Accounts payable, accrued expenses and other liabilities:
Accounts payable and accrued expenses $ 12,713
Prepaid and deferred rents 11,064
Accrued taxes payable 1,199
Tenant security deposits 821
Operating lease liabilities 259
Other 18,089
Total accounts payable, accrued expenses and other liabilities $ 44,145

________

(a)Normalized pro rata cash NOI is a non-GAAP measure. 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 they 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)Represents the value of real estate not appropriately captured in normalized pro rata cash NOI, such as vacant assets.

(d)Comprised of approximately $41.7 million related to certain reserve requirements for debt service, capital improvements, and real estate taxes pursuant to the NLOP Financing Arrangements. Approximately $1.6 million is related to certain reserve requirements for other loan agreements.

(e)Excludes unamortized premium, net totaling $0.4 million as of December 31, 2024.

(f)Excludes unamortized discount, net totaling $2.2 million and unamortized deferred financing costs totaling $1.0 million as of December 31, 2024.

(g)The NLOP Mortgage Loan was fully repaid during the year ended December 31, 2024.

Net Lease Office Properties 2

Net Lease Office Properties

Fourth Quarter 2024

Consolidated Statement of Operations

In thousands, except share and per share amounts.

Three Months Ended December 31, 2024
Revenues
Lease revenues $ 25,419
Other lease-related income 2,311
27,730
Operating Expenses
Impairment charges — real estate 31,786
Depreciation and amortization 11,229
Reimbursable tenant costs 6,716
Property expenses, excluding reimbursable tenant costs 2,963
General and administrative (a) 1,898
Asset management fees (b) 1,375
55,967
Other Income and Expenses
Interest expense (c) (7,620)
Other gains and (losses) (2,060)
Loss on sale of real estate, net (1,087)
(10,767)
Loss before income taxes (39,004)
Benefit from income taxes 3,240
Net Loss (35,764)
Net income attributable to noncontrolling interests (21)
Net Loss Attributable to NLOP $ (35,785)
Basic and Diluted Loss Per Share $ (2.42)
Weighted-Average Shares Outstanding
Basic and Diluted 14,802,703

________

(a)Includes $1.0 million of administrative reimbursements to our Advisor.

(b)Amount is comprised of fees paid to Advisor for strategic management services, including asset management, property disposition support, and various related services.

(c)Includes $2.6 million of non-cash amortization of deferred financing costs.

Net Lease Office Properties 3

Net Lease Office Properties

Fourth Quarter 2024

FFO and AFFO, Consolidated

In thousands, except share and per share amounts.

Three Months Ended December 31, 2024
Net loss attributable to NLOP $ (35,785)
Adjustments:
Impairment charges — real estate 31,786
Depreciation and amortization of real property 11,229
Loss on sale of real estate, net 1,087
Proportionate share of adjustments for noncontrolling interests (a) (52)
Total adjustments 44,050
FFO (as defined by NAREIT) Attributable to NLOP (b) 8,265
Adjustments:
Tax benefit — deferred and other (2,900)
Other (gains) and losses (c) 2,635
Amortization of deferred financing costs 2,622
Above- and below-market rent intangible lease amortization, net 476
Straight-line and other leasing and financing adjustments 309
Other amortization and non-cash items 108
Stock-based compensation 25
Proportionate share of adjustments for noncontrolling interests (a) (14)
Total adjustments 3,261
AFFO Attributable to NLOP (b) $ 11,526
Summary
FFO (as defined by NAREIT) attributable to NLOP (b) $ 8,265
FFO (as defined by NAREIT) attributable to NLOP per diluted share (b) $ 0.56
AFFO attributable to NLOP (b) $ 11,526
AFFO attributable to NLOP per diluted share (b) $ 0.78
Diluted weighted-average shares outstanding 14,802,703

________

(a)Adjustments disclosed elsewhere in this reconciliation are on a consolidated basis. This adjustment reflects our FFO or AFFO on a pro rata basis.

(b)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.

(c)Includes a loss of $3.2 million related to damages at a property.

Net Lease Office Properties 4

Net Lease Office Properties

Fourth Quarter 2024

Consolidated Balance Sheets

In thousands, except share and per share amounts.

December 31,
2024 2023
Assets
Investments in real estate:
Land, buildings and improvements $ 730,345 $ 1,203,991
Net investments in finance leases 10,522
In-place lease intangible assets and other 209,968 357,788
Above-market rent intangible assets 30,512 57,954
Investments in real estate 970,825 1,630,255
Accumulated depreciation and amortization (292,679) (458,430)
Assets held for sale, net 29,297
Net investments in real estate 707,443 1,171,825
Restricted cash 43,305 51,560
Cash and cash equivalents 25,121 16,269
Other assets, net 29,200 65,435
Total assets $ 805,069 $ 1,305,089
Liabilities and Equity
Debt:
Non-recourse mortgages, net $ 111,259 $ 168,836
NLOP Mezzanine Loan, net 57,957 106,299
NLOP Mortgage Loan, net 266,844
Debt, net 169,216 541,979
Accounts payable, accrued expenses and other liabilities 44,145 59,527
Below-market rent intangible liabilities, net 6,305 10,643
Deferred income taxes 10,450
Dividends payable 1,060
Total liabilities 219,666 623,659
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued
Common stock, $0.001 par value, 45,000,000 shares authorized; 14,814,075 and 14,620,919 shares, respectively, issued and outstanding 15 15
Additional paid-in capital 855,813 855,554
Distributions in excess of accumulated earnings (234,443) (142,960)
Accumulated other comprehensive loss (40,157) (35,600)
Total shareholders' equity 581,228 677,009
Noncontrolling interests 4,175 4,421
Total equity 585,403 681,430
Total liabilities and equity $ 805,069 $ 1,305,089
Net Lease Office Properties 5
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Net Lease Office Properties

Fourth Quarter 2024

Capitalization

In thousands, except share and per share amounts. As of December 31, 2024.

Total Enterprise Value Shares Share Price Market Value
Equity
Common equity 14,814,075 $ 31.21 $ 462,347
Total Equity Market Capitalization 462,347
Outstanding Balance (a)
Debt
Non-recourse mortgages 110,841
NLOP Mezzanine Loan 61,141
Total Debt 171,982
Less: Cash and cash equivalents (25,121)
Net Debt 146,861
Total Enterprise Value $ 609,208

________

(a)Excludes unamortized discount, net totaling $1.8 million and unamortized deferred financing costs totaling $1.0 million as of December 31, 2024.

Net Lease Office Properties 6

Net Lease Office Properties

Fourth Quarter 2024

Debt Overview

Dollars in thousands. Pro rata. As of December 31, 2024.

Maturity Date Fixed / Floating Interest Rate Total Outstanding Balance (a) % of Total
NLOP Mezzanine Loan
NLOP Mezzanine Loan (b) 11/9/2028 Fixed 14.5 % $ 61,141 35.6 %
Other Mortgages (Tenant Listed)
Northrop Grumman Systems Corporation (c) 1/6/2025 Fixed 4.2 % 25,220 14.7 %
Midcontinent Independent Stm Op Inc 5/6/2025 Fixed 4.0 % 8,933 5.2 %
Intuit Inc. 5/6/2025 Fixed 4.0 % 21,900 12.7 %
Acosta, Inc. 8/6/2025 Fixed 4.4 % 9,869 5.7 %
Siemens AS 12/15/2025 Floating 4.9 % 38,867 22.6 %
North American Lighting, Inc. 5/6/2026 Fixed 6.3 % 6,052 3.5 %
Total Debt Outstanding 8.1 % $ 171,982 100.0 %

________

(a)Excludes unamortized discount, net totaling $1.8 million and unamortized deferred financing costs totaling $1.0 million as of December 31, 2024.

(b)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). In February 2025, we repaid $3.3 million of outstanding principal on the NLOP Mezzanine Loan using excess cash. See the Summary Metrics section for the NLOP Mezzanine Loan principal outstanding following these repayments..

(c)This non-recourse mortgage loan has not been repaid as of the date of this report.

Net Lease Office Properties 7

Net Lease Office Properties

Fourth Quarter 2024

Dispositions

Dollars in thousands. Pro rata.

Tenant / Lease Guarantor Property Location(s) Gross Sale Price ABR (a) Closing Date Gross Square Footage
4Q23
Raytheon Company Tucson, AZ $ 24,575 $ 1,978 Dec-23 143,650
Carhartt, Inc. Dearborn, MI 9,806 748 Dec-23 58,722
BCBSM, Inc. Eagan, MN 2,500 298 Dec-23 29,916
AVL Michigan Holding Corporation Plymouth, MI 6,200 575 Dec-23 70,000
4Q23 Total 43,081 3,599 302,288
1Q24
Undisclosed – UK insurance company (b) Newport, United Kingdom 10,497 1,761 Jan-24 80,664
Total E&P Norge AS (b) Stavanger, Norway 33,072 5,185 Mar-24 275,725
1Q24 Total 43,569 6,946 356,389
2Q24
Exelon Generation Company, LLC (c) Warrenville, IL 19,830 2,935 Apr-24 146,745
Vacant (formerly AVT Technology Solutions LLC) (c) Tempe, AZ 13,160 Apr-24 132,070
FedEx Corporation Collierville, TN 62,500 5,491 Apr-24 390,380
DMG MORI SEIKI U.S.A., INC. Hoffman Estates, IL 35,984 2,458 Apr-24 104,598
BCBSM, Inc. (2 properties) Eagan, MN 60,700 4,663 Jun-24 347,472
2Q24 Total 192,174 15,547 1,121,265
3Q24
CVS Health Corporation Scottsdale, AZ 71,500 4,252 Aug-24 354,888
Xileh Holding Inc. Auburn Hills, MI 9,000 711 Sep-24 55,490
3Q24 Total 80,500 4,963 410,378
4Q24
E.On UK PLC (b) Houghton le Spring, United Kingdom 3,924 3,819 Oct-24 217,339
Vacant (formerly BCBSM, Inc.) Eagan, MN 11,650 Nov-24 227,666
Merative L.P. Hartland, WI 6,750 669 Dec-24 81,082
Charter Communications Operating, LLC Bridgeton, MO 7,350 820 Dec-24 78,080
Caremark RX, L.L.C. Chandler, AZ 15,000 1,645 Dec-24 183,000
Cofinity, Inc./ Aetna Life Insurance Co. Southfield, MI 2,500 1,833 Dec-24 94,453
4Q24 Total 47,174 8,786 881,620
Total Dispositions (d) $ 406,498 $ 39,841 3,071,940

________

(a)ABR is pro forma for any agreed to and signed future rent restructurings.

(b)Amount reflects the applicable exchange rate on the date of the transaction.

(c)We transferred ownership of these properties and the related non-recourse mortgage loans to the respective mortgage lenders. Gross proceeds from these dispositions represent the mortgage principal outstanding on the respective dates of transfer.

Net Lease Office Properties 8

Net Lease Office Properties

Fourth Quarter 2024

Capital Expenditures and Leasing Activity

Capital Expenditures

In thousands. For the three months ended December 31, 2024.

Tenant Improvements and Leasing Costs
Tenant Improvements (Tenant Listed)
Merative L.P. $ 767
S&ME, Inc. 447
Nokia Corporation 245
1,459
Leasing Costs
CVS Health Corporation $ 480
Caremark RX, L.L.C. 415
895
Tenant Improvements and Leasing Costs 2,354
Maintenance Capital Expenditures (Tenant Listed)
KBR, Inc. 415
Pharmaceutical Product Development, LLC 397
ICU MEDICAL, INC. 258
Charter Communications Operating, LLC 69
Other 18
1,157
Total: Tenant Improvements and Leasing Costs, and Maintenance Capital Expenditures $ 3,511

Leasing Activity

Dollars in thousands. For the three months ended December 31, 2024, except ABR. Pro rata.

Lease Renewals and Extensions (a) Expected Tenant Improvements (000s) Leasing Commissions (000s)
ABR
Tenant Location Square Feet Prior Lease (000s) New Lease (000s) (b) Rent Recapture Incremental Lease Term
Google, LLC (c) Venice, CA 67,681 103.0 % 5.0 years
Total / Weighted Average (d) 67,681 103.0 % 5.0 years

All values are in US Dollars.

New Leases Expected Tenant Improvements (000s) Leasing Commissions (000s)
ABR
Tenant Location Square Feet Number of Leases New Lease (000s) (b) New Lease Term
Phoenix Data Systems (e) Southfield, MI 6,431 1 5.0 years
CT Logic (e) Southfield, MI 1,668 1 24 3.0 years
Total / Weighted Average (f) 8,099 2 4.5 years

All values are in US Dollars.

_______

(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)Lease renewal period commences on November 1, 2025.

(d)Weighted average refers to the incremental lease term.

(e)Phoenix Data Systems and CT Logic were tenants at our multi-tenant property in Southfield, Michigan, prior to that property’s disposition in December 2024.

(f)Weighted average refers to the new lease term.

Net Lease Office Properties 9

Net Lease Office Properties

Fourth Quarter 2024

Top Ten Tenants

Dollars in thousands. Pro rata. As of December 31, 2024.

Tenant / Lease Guarantor State / Country ABR ABR % Square Footage Number of Properties Weighted-Average Lease Term (Years)
KBR, Inc. (a) Texas $ 20,156 22.9 % 913,713 1 5.5
JPMorgan Chase Bank, N.A. Florida, Texas 9,069 10.3 % 666,869 3 4.4
Siemens AS (b) Norway 4,198 4.8 % 165,905 1 1.0
Pharmaceutical Product Development, LLC North Carolina 4,063 4.6 % 219,812 1 8.9
Omnicom Group, Inc. California 3,961 4.5 % 120,000 1 3.7
R.R. Donnelley & Sons Company Illinois 3,393 3.9 % 167,215 1 2.7
Board of Regents, State of Iowa Iowa 3,254 3.7 % 191,700 1 5.8
Bankers Financial Corporation Florida 3,228 3.6 % 111,357 1 0.6
Google, LLC California 2,930 3.3 % 67,681 1 5.8
Northrop Grumman Systems Corporation Minnesota 2,679 3.0 % 191,336 1 4.9
Total (c) $ 56,931 64.6 % 2,815,588 12 4.7

________

(a)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.

(b)ABR amounts are subject to fluctuations in foreign currency exchange rates.

(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 2024

Lease Expirations

Dollars in thousands. Pro rata. As of December 31, 2024.

Year of Lease Expiration (a) Number of Leases Expiring Number of Tenants with Leases Expiring ABR ABR % Square Footage (b) Square Footage %
2025 13 12 $ 13,890 15.8 % 730,062 13.0 %
2026 7 7 6,014 6.8 % 369,460 6.6 %
2027 7 6 8,834 10.0 % 499,571 8.9 %
2028 5 4 8,628 9.8 % 371,447 6.6 %
2029 5 4 5,349 6.1 % 358,013 6.4 %
2030 7 6 34,484 39.1 % 1,772,623 31.6 %
2031 1 1 615 0.7 % 50,600 0.9 %
2032 2 2 3,692 4.2 % 257,008 4.6 %
2033 1 1 4,063 4.6 % 219,812 3.9 %
2035 1 1 2,010 2.3 % 120,147 2.1 %
2037 1 1 545 0.6 % 31,120 0.6 %
Vacant % 833,297 14.8 %
Total (c) 50 $ 88,124 100.0 % 5,613,160 100.0 %

chart-5e6773a87c3f43d5b05a.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 11

Net Lease Office Properties

Fourth Quarter 2024

Property List

Dollars in thousands. Pro rata. As of December 31, 2024.

U.S. Assets:

Encumbered Status
# Primary Tenant Industry Credit (a) City State Square Footage (b) ABR Rent Increase Type Date of Next Increase WALT (c) NLOP Mezzanine Loan Other Mortgages
1 KBR, Inc. (d) (e) Construction & Engineering Non-IG Houston Texas 1,064,788 $21,306 Fixed: One-time 7.78% Jan-27 5.4 $—
2 JPMorgan Chase Bank, N.A. Diversified Banks IG Fort Worth Texas 386,154 $4,755 CPI: 0.0% Floor / 2.0% Cap Mar-25 5.2 $—
3 Pharmaceutical Product Development, LLC Pharmaceuticals IG Morrisville North Carolina 219,812 $4,063 Fixed: 2.00% annually Oct-25 8.9 $—
4 Omnicom Group, Inc. Advertising IG Playa Vista California 120,000 $3,961 None N/A 3.7 $—
5 R.R. Donnelley & Sons Company Commercial Printing Non-IG Warrenville Illinois 167,215 $3,393 Fixed: 2.00% annually Sep-25 2.7 $—
6 Board of Regents, State of Iowa (f) Government Related Services IG Coralville Iowa 191,700 $3,254 CPI: 0.0% Floor / No Cap Nov-25 5.8 $—
7 Bankers Financial Corporation (d) (e) Property & Casualty Insurance Non-IG St. Petersburg Florida 167,581 $3,228 Fixed: 2.50% annually N/A 0.6 $—
8 JPMorgan Chase Bank, N.A. Diversified Banks IG Tampa Florida 176,150 $2,993 CPI: 0.0% Floor / 2.0% Cap Mar-25 5.2 $—
9 Google, LLC (g) Internet Software & Services IG Venice California 67,681 $2,930 Fixed: 3.00% annually Jan-25 5.8 $—
10 ICU MEDICAL, INC. (d) Health Care Supplies Non-IG Plymouth Minnesota 182,250 $2,840 Fixed: 3.25% annually Feb-25 0.8 $—
11 Northrop Grumman Systems Corporation Aerospace & Defense IG Plymouth Minnesota 191,336 $2,679 Fixed: 2.00% annually Dec-25 4.9 $25,220
12 Intuit Inc. Internet Software & Services IG Plano Texas 166,033 $2,577 Fixed: One-time $2.00/SF in '21 N/A 1.5 $21,900
13 Veritas Bermuda, LTD Systems Software Non-IG Roseville Minnesota 136,125 $2,255 Fixed: 2.00% annually Dec-25 7.9 $—
14 Cenlar FSB Regional Banks Non-IG Yardley Pennsylvania 105,584 $2,052 Fixed: 2.70% annually Jan-25 3.5 $—
15 iHeartCommunications, Inc. Broadcasting Non-IG San Antonio Texas 120,147 $2,010 Fixed: 2.00% annually Feb-25 10.1 $—
16 Arbella Service Company, Inc. Property & Casualty Insurance IG Quincy Massachusetts 132,160 $1,850 Fixed: One-time $1.00/SF in '22 N/A 2.4 $—
17 ICF Consulting Group, Inc. IT Consulting & Other Services Non-IG Martinsville Virginia 93,333 $1,785 CPI: 0.0% Floor / No Cap Jan-25 2.1 $—
18 Acosta, Inc. Advertising Non-IG Jacksonville Florida 88,062 $1,541 Fixed: $0.50/SF annually Jul-25 2.6 $9,869
19 Safelite Group, Inc. Specialized Consumer Services Non-IG Rio Rancho New Mexico 94,649 $1,500 Fixed: 2.00% annually Jan-25 4.4 $—
20 Master Lock Company, LLC Building Products Non-IG Oak Creek Wisconsin 120,883 $1,437 Fixed: 2.00% annually Jun-25 7.4 $—
21 JPMorgan Chase Bank, N.A. (d) (e) Diversified Banks IG Tampa Florida 135,733 $1,389 CPI: 0.0% Floor / 2.0% Cap N/A 0.2 $—
22 Midcontinent Independent Stm Op Inc. Electric Utilities IG Eagan Minnesota 60,463 $1,133 Fixed: $0.25/SF annually Mar-25 1.2 $8,933 Net Lease Office Properties 12
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23 Emerson Electric Co. Industrial Machinery IG Houston Texas 52,144 1,108 N/A 0.8 $—
--- --- --- --- --- --- --- --- --- --- --- ---
24 Radiate Holdings, L.P. Cable & Satellite Non-IG San Marcos Texas 47,000 1,074 Aug-25 3.7 $—
25 North American Lighting, Inc. Auto Parts & Equipment Non-IG Farmington Hills Michigan 75,286 1,058 Apr-25 1.2 $6,052
26 Arcfield Acquisition Corporation Aerospace & Defense Non-IG King of Prussia Pennsylvania 88,578 1,000 N/A 0.9 $—
27 Pioneer Credit Recovery, Inc. (d) Diversified Support Services Non-IG Moorestown New Jersey 65,567 924 Jan-25 3.1 $—
28 Undisclosed – multi-national provider of industrial gases Industrial Gases IG Houston Texas 49,821 617 Jan-25 1.0 $—
29 APCO Holdings, Inc. Property & Casualty Insurance Non-IG Norcross Georgia 50,600 615 Mar-25 6.2 $—
30 S&ME, Inc. Environmental & Facilities Services Non-IG Raleigh North Carolina 31,120 545 Mar-25 12.2 $—
31 Radiate Holdings, L.P. Cable & Satellite Non-IG Waco Texas 30,699 473 Aug-25 3.7 $—
32 Radiate Holdings, L.P. Cable & Satellite Non-IG Corpus Christi Texas 20,717 354 Aug-25 3.7 $—
33 Radiate Holdings, L.P. Cable & Satellite Non-IG Odessa Texas 21,193 236 Aug-25 3.7 $—
34 Radiate Holdings, L.P. Cable & Satellite Non-IG San Marcos Texas 14,400 212 Aug-25 3.7 $—
35 Vacant (formerly BCBSM, Inc.) (h) N/A N/A Eagan Minnesota 442,542 0 N/A 0.0 $—
36 Vacant (formerly McKesson Corporation) (h) N/A N/A The Woodlands Texas 204,063 0 N/A 0.0 $—
37 Vacant (formerly BCBSM, Inc.) (h) N/A N/A Eagan Minnesota 12,286 0 N/A 0.0 $—
U.S. Total (i) 5,393,855 83,147 4.5 $71,974

All values are in US Dollars.

European Assets:

Encumbered Status
# Primary Tenant Industry Credit (a) City Country Square Footage ABR Date of Next Increase WALT (c) NLOP Mezzanine Loan Other Mortgages
1 Siemens AS Industrial Conglomerates IG Oslo Norway 165,905 4,198 Jan-25 1.0 $38,867
2 Nokia Corporation Communications Equipment IG Krakow Poland 53,400 779 Sep-25 4.7 $—
European Total (i) 219,305 4,977 1.5 $38,867

All values are in US Dollars.

________

✓ Indicates an asset that is in the NLOP Mezzanine Loan 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 type and next rent increase are for primary tenant.

(e)Denotes leased property that is not 100% occupied.

(f)We own a 90% controlling interest in this consolidated property.

(g)In October 2024, the tenant exercised its renewal option, which begins November 1, 2025. Renewal rent resets to $3.1 million, with 3.00% annual rent increases beginning November 1, 2026.

(h)Denotes property that is vacant as of the date of this report.

(i)See the Disclosures Regarding Non-GAAP and Other Metrics section in the Appendix for a description of pro rata.

Net Lease Office Properties 13

Net Lease Office Properties

Appendix

Fourth Quarter 2024

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Net Lease Office Properties

Fourth Quarter 2024

Normalized Pro Rata Cash NOI

In thousands.

Three Months Ended December 31, 2024
Consolidated Lease Revenues and Other
Total lease revenues – as reported $ 25,419
Parking garage revenues (a) 545
Less: Consolidated Reimbursable and Non-Reimbursable Property Expenses
Reimbursable property expenses – as reported 6,716
Non-reimbursable property expenses – as reported 2,963
16,285
Adjustments for Pro Rata Ownership of Real Estate Joint Ventures:
Less: Pro rata share of NOI attributable to noncontrolling interests (90)
(90)
16,195
Adjustments for Pro Rata Non-Cash Items:
Add: Above- and below-market rent intangible lease amortization 476
Less: Straight-line and other leasing and financing adjustments 309
Add: Other non-cash items 107
892
Pro Rata Cash NOI (b) 17,087
Adjustment to normalize for intra-period dispositions (c) 27
Normalized Pro Rata Cash NOI (b) $ 17,114 Net Lease Office Properties 15
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Net Lease Office Properties

Fourth Quarter 2024

The following table presents a reconciliation from Net loss attributable to NLOP to Normalized pro rata cash NOI:

Three Months Ended December 31, 2024
Net Loss Attributable to NLOP
Net loss attributable to NLOP – as reported $ (35,785)
Adjustments for Consolidated Operating Expenses
Add: Operating expenses – as reported 55,967
Less: Property expenses, excluding reimbursable tenant costs – as reported (2,963)
53,004
Adjustments for Other Consolidated Revenues and Expenses:
Less: Other lease-related income (excluding parking garage revenues) (1,766)
Less: Reimbursable property expenses – as reported (6,716)
Add: Other income and (expenses) – as reported 10,767
Add: Benefit from income taxes – as reported (3,240)
(955)
Other Adjustments:
Add: Above- and below-market rent intangible lease amortization 476
Less: Straight-line and other leasing and financing adjustments 309
Add: Property expenses, excluding reimbursable tenant costs, non-cash 107
Add: Adjustments for pro rata ownership (69)
Adjustment to normalize for intra-period dispositions (c) 27
850
Normalized Pro Rata Cash NOI (b) $ 17,114

________

(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 2024

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. 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.

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Fourth Quarter 2024

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, 2024. 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