Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41812 | |
Entity Registrant Name | Net Lease Office Properties | |
Entity Incorporation, State or Country Code | MD | |
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 | |
Title of each class | Common Shares of Beneficial Interest, par value $0.001 per share | |
Trading Symbol | NLOP | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,620,919 | |
Entity Central Index Key | 0001952976 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Investments in real estate: | ||
Cash and cash equivalents | $ 1 | $ 1 |
Other assets, net | 64 | 0 |
Total assets | 65 | 1 |
Equity | ||
Common stock | 1 | 1 |
Additional Paid in Capital | 303 | 0 |
Retained Earnings (Accumulated Deficit) | (239) | 0 |
Total shareholders’ equity | 65 | 1 |
NLOP Predecessor | ||
Investments in real estate: | ||
Land, buildings and improvements | 1,300,956,000 | 1,287,547,000 |
Net investments in direct finance leases | 0 | 14,728,000 |
In-place lease intangible assets and other | 374,565,000 | 375,453,000 |
Above-market rent intangible assets | 58,642,000 | 58,983,000 |
Investments in real estate | 1,734,163,000 | 1,736,711,000 |
Accumulated depreciation and amortization | (449,032,000) | (392,025,000) |
Net investments in real estate | 1,285,131,000 | 1,344,686,000 |
Cash and cash equivalents | 5,083,000 | 4,671,000 |
Other assets, net | 66,061,000 | 49,261,000 |
Goodwill | 62,648,000 | 63,583,000 |
Total assets | 1,418,923,000 | 1,462,201,000 |
Liabilities and Equity | ||
Accounts payable, accrued expenses and other liabilities | 47,301,000 | 49,950,000 |
Below-market rent intangible liabilities, net | 12,178,000 | 14,671,000 |
Deferred income taxes | 10,310,000 | 11,998,000 |
Total liabilities | 330,774,000 | 352,682,000 |
Commitments and contingencies (Note 8) | ||
Equity | ||
Net parent investment | 1,125,079,000 | 1,150,240,000 |
Accumulated other comprehensive loss | (41,525,000) | (42,464,000) |
Total shareholders’ equity | 1,083,554,000 | 1,107,776,000 |
Noncontrolling interests | 4,595,000 | 1,743,000 |
Total equity | 1,088,149,000 | 1,109,519,000 |
Total liabilities and equity | 1,418,923,000 | 1,462,201,000 |
NLOP Predecessor | Nonrelated Party | ||
Liabilities and Equity | ||
Debt | 166,715,000 | 174,289,000 |
NLOP Predecessor | Related Party | ||
Liabilities and Equity | ||
Debt | 94,270,000 | 101,774,000 |
Accounts payable, accrued expenses and other liabilities | 2,805,000 | 2,553,000 |
Total liabilities | $ 97,075,000 | $ 104,327,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Equity | ||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized (in shares) | 1,000 | 1,000 |
Common shares, shares issued (in shares) | 1,000 | 1,000 |
Common stock, shares outstanding (in shares) | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Revenues | $ 0 | |||
Other expenses | (239) | |||
Other Income and Expenses | ||||
Net loss | $ (239) | |||
Basic Earnings (Loss) Per Share (per share) | $ (0.24) | |||
Diluted Earnings (Loss) Per Share (per share) | $ (0.24) | |||
Weighted-Average Shares Outstanding | ||||
Basic (in shares) | 1,000 | |||
Diluted (in shares) | 1,000 | |||
NLOP Predecessor | ||||
Revenues | ||||
Lease revenues | $ 41,977,000 | $ 39,137,000 | $ 124,972,000 | $ 109,833,000 |
Income from direct finance leases | 294,000 | 436,000 | 1,175,000 | 1,301,000 |
Other lease-related income | 835,000 | 728,000 | 2,424,000 | 2,481,000 |
Revenues | 43,106,000 | 40,301,000 | 128,571,000 | 113,615,000 |
Operating Expenses | ||||
Depreciation and amortization | 17,785,000 | 16,540,000 | 53,226,000 | 45,467,000 |
Reimbursable tenant costs | 7,091,000 | 6,217,000 | 20,831,000 | 17,289,000 |
General and administrative | 3,435,000 | 3,330,000 | 10,034,000 | 8,741,000 |
Property expenses, excluding reimbursable tenant costs | 2,352,000 | 1,780,000 | 6,479,000 | 5,640,000 |
Separation and distribution related costs and other | 1,343,000 | 3,719,000 | 2,882,000 | 4,037,000 |
Total operating expenses | 32,006,000 | 31,586,000 | 93,452,000 | 81,174,000 |
Other Income and Expenses | ||||
Interest expense | (8,053,000) | (7,638,000) | (24,433,000) | (18,228,000) |
Other gains and (losses) | (25,000) | (3,000) | 26,000 | (11,000) |
Total other income and expenses | (8,078,000) | (7,641,000) | (24,407,000) | (18,239,000) |
Income before income taxes | 3,022,000 | 1,074,000 | 10,712,000 | 14,202,000 |
Provision for income taxes | (232,000) | (1,000) | (303,000) | (480,000) |
Net Income | 2,790,000 | 1,073,000 | 10,409,000 | 13,722,000 |
Net (income) loss attributable to noncontrolling interests | (26,000) | 7,000 | (77,000) | 7,000 |
Net loss | $ 2,764,000 | $ 1,080,000 | $ 10,332,000 | $ 13,729,000 |
COMBINED STATEMENTS OF COMPREHE
COMBINED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - NLOP Predecessor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income | $ 2,790 | $ 1,073 | $ 10,409 | $ 13,722 |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | 1,282 | (739) | 939 | (1,245) |
Other Comprehensive Income (Loss) | 1,282 | (739) | 939 | (1,245) |
Comprehensive Income | 4,072 | 334 | 11,348 | 12,477 |
Amounts Attributable to Noncontrolling Interests | ||||
Net (income) loss | (26) | 7 | (77) | 7 |
Comprehensive (income) loss attributable to noncontrolling interests | (26) | 7 | (77) | 7 |
Comprehensive Income Attributable to NLOP Predecessor | $ 4,046 | $ 341 | $ 11,271 | $ 12,484 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) | Total | NLOP Predecessor | Total Shareholders’ Equity NLOP Predecessor | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Net Parent Investment NLOP Predecessor | Accumulated Other Comprehensive Loss NLOP Predecessor | Noncontrolling interests NLOP Predecessor |
Beginning equity balance at Dec. 31, 2021 | $ 1,057,506,000 | $ 1,057,506,000 | $ 1,098,737,000 | $ (41,231,000) | $ 0 | ||||
Net Lease Office Properties | |||||||||
Net transfers from parent | 15,883,000 | 15,883,000 | 15,883,000 | ||||||
Acquisition of noncontrolling interest in connection with the CPA:18 Merger | 1,742,000 | 1,742,000 | |||||||
Net loss | 13,729,000 | ||||||||
Net income | 13,722,000 | 13,729,000 | 13,729,000 | (7,000) | |||||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustments | (1,245,000) | (1,245,000) | (1,245,000) | ||||||
Ending equity balance at Sep. 30, 2022 | 1,087,608,000 | 1,085,873,000 | 1,128,349,000 | (42,476,000) | 1,735,000 | ||||
Beginning equity balance at Jun. 30, 2022 | 1,029,605,000 | 1,029,605,000 | 1,071,342,000 | (41,737,000) | 0 | ||||
Net Lease Office Properties | |||||||||
Net transfers from parent | 55,927,000 | 55,927,000 | 55,927,000 | ||||||
Acquisition of noncontrolling interest in connection with the CPA:18 Merger | 1,742,000 | 1,742,000 | |||||||
Net loss | 1,080,000 | ||||||||
Net income | 1,073,000 | 1,080,000 | 1,080,000 | (7,000) | |||||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustments | (739,000) | (739,000) | (739,000) | ||||||
Ending equity balance at Sep. 30, 2022 | 1,087,608,000 | 1,085,873,000 | 1,128,349,000 | (42,476,000) | 1,735,000 | ||||
Beginning equity balance at Dec. 31, 2022 | 1,109,519,000 | 1,107,776,000 | 1,150,240,000 | (42,464,000) | 1,743,000 | ||||
Beginning equity balance at Dec. 31, 2022 | $ 1 | 1,107,776,000 | $ 1 | $ 0 | $ 0 | ||||
Beginning equity balance (in shares) at Dec. 31, 2022 | 1,000 | 1,000 | |||||||
Net Lease Office Properties | |||||||||
Net transfers from parent | (35,493,000) | (35,493,000) | (35,493,000) | ||||||
Distributions to noncontrolling interests | 2,775,000 | 2,775,000 | |||||||
Contribution | $ 303 | 303 | |||||||
Net loss | (239) | 10,332,000 | (239) | ||||||
Net income | 10,409,000 | 10,332,000 | 10,332,000 | 77,000 | |||||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustments | 939,000 | 939,000 | 939,000 | ||||||
Ending equity balance at Sep. 30, 2023 | $ 65 | 1,083,554,000 | $ 1 | 303 | (239) | ||||
Ending equity balance at Sep. 30, 2023 | 1,088,149,000 | 1,083,554,000 | 1,125,079,000 | (41,525,000) | 4,595,000 | ||||
Ending equity balance (in shares) at Sep. 30, 2023 | 1,000 | 1,000 | |||||||
Beginning equity balance at Jun. 30, 2023 | 1,083,405,000 | 1,078,771,000 | 1,121,578,000 | (42,807,000) | 4,634,000 | ||||
Net Lease Office Properties | |||||||||
Net transfers from parent | 737,000 | 737,000 | 737,000 | ||||||
Distributions to noncontrolling interests | (65,000) | (65,000) | |||||||
Net loss | 2,764,000 | ||||||||
Net income | 2,790,000 | 2,764,000 | 2,764,000 | 26,000 | |||||
Other comprehensive income (loss): | |||||||||
Foreign currency translation adjustments | 1,282,000 | 1,282,000 | 1,282,000 | ||||||
Ending equity balance at Sep. 30, 2023 | $ 65 | 1,083,554,000 | $ 1 | $ 303 | $ (239) | ||||
Ending equity balance at Sep. 30, 2023 | $ 1,088,149,000 | $ 1,083,554,000 | $ 1,125,079,000 | $ (41,525,000) | $ 4,595,000 | ||||
Ending equity balance (in shares) at Sep. 30, 2023 | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows — Operating Activities | ||
Net loss | $ (239) | |
Adjustments to net income: | ||
Net changes in other operating assets and liabilities | (64) | |
Net Cash Provided by Operating Activities | (303) | |
Cash Flows — Financing Activities | ||
Contribution | 303 | |
Net Cash Used in Financing Activities | 303 | |
Change in Cash and Cash Equivalents and Restricted Cash During the Period | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 0 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 0 | |
Cash and cash equivalents and restricted cash, beginning of period | 1 | |
Cash and cash equivalents and restricted cash, end of period | 1 | |
NLOP Predecessor | ||
Cash Flows — Operating Activities | ||
Net income | 10,409,000 | $ 13,722,000 |
Net loss | 10,332,000 | 13,729,000 |
Adjustments to net income: | ||
Depreciation and amortization, including intangible assets and deferred financing costs | 54,755,000 | 46,020,000 |
Amortization of rent-related intangibles and deferred rental revenue | 2,720,000 | 1,038,000 |
Stock-based compensation expense | 2,566,000 | 2,259,000 |
Straight-line rent adjustments | (1,116,000) | (2,202,000) |
Net realized and unrealized losses on extinguishment of debt, foreign currency exchange rate movements, and other | 1,041,000 | 1,152,000 |
Deferred income tax benefit | (821,000) | (573,000) |
Net changes in other operating assets and liabilities | (5,685,000) | 5,902,000 |
Net Cash Provided by Operating Activities | 63,869,000 | 67,318,000 |
Cash Flows — Investing Activities | ||
Funding for real estate construction, redevelopments, and other capital expenditures on real estate | (4,617,000) | (2,910,000) |
Cash paid to stockholders of CPA:18 – Global in the CPA:18 Merger | 0 | (20,969,000) |
Cash and restricted cash acquired in connection with the CPA:18 Merger | 0 | 2,768,000 |
Net Cash Used in Investing Activities | (4,617,000) | (21,111,000) |
Cash Flows — Financing Activities | ||
Net transfers with Parent | (35,493,000) | (44,350,000) |
Payment of financing costs | (14,365,000) | 0 |
Prepayments of mortgage principal and other debt instruments | (7,507,000) | (1,787,000) |
Scheduled payments of mortgage principal | (3,900,000) | (1,415,000) |
Contributions from noncontrolling interests | 2,775,000 | 0 |
Other financing activities, net | (526,000) | (7,000) |
Net Cash Used in Financing Activities | (59,016,000) | (47,559,000) |
Change in Cash and Cash Equivalents and Restricted Cash During the Period | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (35,000) | (393,000) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 201,000 | (1,745,000) |
Cash and cash equivalents and restricted cash, beginning of period | 5,998,000 | 9,298,000 |
Cash and cash equivalents and restricted cash, end of period | $ 6,199,000 | $ 7,553,000 |
Organization and Description of
Organization and Description of Business and Business and Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Description of Business and Business and Organization | |
Organization and Description of Business and Business and Organization | Organization and Description of Business Net Lease Office Properties (“NLOP” or the “Company”) was formed in the state of Maryland on October 21, 2022. As of September 30, 2023, the Company was a wholly-owned subsidiary of W. P. Carey Inc. (“WPC”). In September 2023, WPC announced a plan to spin off 59 of its office properties into NLOP, so that it would become a separate publicly-traded REIT (the “Spin-Off”). On November 1, 2023, WPC completed the Spin-Off, contributing 59 office properties to NLOP. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, which WPC externally manages pursuant to certain advisory agreements (the “NLOP Advisory Agreements”) ( Note 4 ). The Company intends to qualify and elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing with the Company’s initial taxable year ending December 31, 2023. As a REIT, NLOP will not be subject to federal income taxes on income and gains that NLOP distributes to its shareholders as long as it satisfies certain requirements, principally relating to the nature of the Company’s income and the level of its distributions, as well as other factors. NLOP also owns real property in jurisdictions outside the United States through foreign subsidiaries and will be subject to income taxes on the Company’s pre-tax income earned from properties in such countries. WPC is considered the accounting predecessor of the Company. Through September 30, 2023, NLOP had not conducted any business as a separate company other than start-up related activities. |
NLOP Predecessor | |
Organization and Description of Business and Business and Organization | |
Organization and Description of Business and Business and Organization | Nature of Business Pursuant to the terms of a separation and distribution agreement, W. P. Carey Inc. (“WPC”) spun off into a separate publicly-traded company a portfolio of 59 real property assets (the “Spin-Off”). To accomplish this Spin-Off, on October 21, 2022, WPC formed a Maryland real estate investment trust, Net Lease Office Properties (“NLOP”), to own the NLOP Predecessor. For purposes of these combined financial statements, references to “we,” “us,” “NLOP Predecessor,” “Predecessor,” and the “Company” refer to, for periods prior to completion of the Spin-Off, the Predecessor, and for periods after the completion of the Spin-Off, NLOP Business. Information with respect to number of properties and square footage is unaudited. On November 1, 2023, WPC completed the Spin-Off, contributing 59 office properties to NLOP. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded real estate investment trust (“REIT”), which WPC externally manages pursuant to certain advisory agreements (the “NLOP Advisory Agreements”). The Spin-Off was accomplished via a pro rata dividend of 1 NLOP common share for every 15 shares of WPC common stock outstanding ( Note 12 ). NLOP intends to qualify and elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing with the Company’s initial taxable year ending December 31, 2023. The NLOP Business will be operated as one segment, and through its subsidiaries, will own, operate, and finance office buildings. As of September 30, 2023, NLOP Predecessor’s portfolio was comprised of full or partial ownership interests in 59 properties, totaling approximately 9.3 million leasable square feet (including 0.6 million of operating square footage for a parking garage at a domestic property). On August 1, 2022, WPC completed a merger with CPA:18 – Global, in which CPA:18 – Global merged with and into one of WPC’s indirect subsidiaries in exchange for shares of its common stock and cash (the “CPA:18 Merger”). Nine of the net lease properties that WPC acquired in the CPA:18 Merger were transferred to NLOP Predecessor in connection with the Spin-Off. Costs related to the CPA:18 Merger have been expensed as incurred and classified within Separation and distribution related costs and other in the combined statements of income, totaling $0.8 million and $1.1 million for the three and nine months ended September 30, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Basis of Presentation | |
Summary of Significant Accounting Policies and Basis of Presentation | Summary of Significant Accounting Policies The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth within the Financial Accounting Standards Board’s Accounting Standards Codification. In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair presentation of financial position, results of operations, and cash flows. The Company was capitalized with the issuance of 1,000 common shares to WPC ($0.001 par value per share) for a total of $1 on November 7, 2022. During the nine months ended September 30, 2023, the Company received a contribution of $303 from WPC. Organizational Costs Organizational costs are expensed as incurred. Such costs are comprised of the legal and professional fees associated with the Company. |
NLOP Predecessor | |
Summary of Significant Accounting Policies and Basis of Presentation | |
Summary of Significant Accounting Policies and Basis of Presentation | Basis of Presentation The accompanying historical unaudited combined financial statements and related notes of NLOP Predecessor do not represent the balance sheet, statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved-out” of WPC’s consolidated financial statements and presented herein on a combined basis, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”). Intercompany transactions and balances have been eliminated in combination. The preparation of these unaudited combined financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the unaudited combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair presentation of financial position, results of operations, and cash flows. These unaudited combined financial statements reflect the revenues and direct expenses of the NLOP Predecessor and include material assets and liabilities of WPC that are specifically attributable to the NLOP Predecessor Business. NLOP Predecessor equity in these unaudited combined financial statements represents the excess of total assets over total liabilities. NLOP Predecessor equity is impacted by contributions from and distributions to WPC, which are the result of treasury activities and net funding provided by or distributed to WPC prior to the Spin-Off, as well as the allocated costs and expenses described below. The unaudited combined financial statements also include an allocation of indirect costs and expenses incurred by WPC related to the NLOP Business, primarily consisting of compensation and other general and administrative costs using the relative percentage of property ABR of the NLOP Predecessor and WPC management’s knowledge of the NLOP Predecessor. In addition, the unaudited combined financial statements reflect allocation of interest expense from WPC unsecured debt, excluding debt that is specifically attributable to the NLOP Predecessor ( Note 7 ); interest expense was allocated by calculating the unencumbered net investment in real estate of each property held by the NLOP Predecessor as a percentage of WPC’s total consolidated unencumbered net investment in real estate and multiplying that percentage by the corporate interest expense on WPC unsecured debt ( Note 11 ). The amounts allocated in the accompanying unaudited combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable. Goodwill attributable to NLOP Predecessor was determined by first identifying those assets within NLOP Predecessor that were previously deemed to be a part of a business combination and that WPC paid a premium for. This premium was then allocated to the NLOP Predecessor assets based on the fair values of the NLOP Predecessor assets at the time of acquisition relative to the value of all the real estate acquired as part of the business combination. Any goodwill directly attributable to deferred taxes assumed as part of a business combination and related to our European operations is recorded in functional currency and translated at period end rates where applicable. The amounts allocated in the accompanying unaudited combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable. Reclassifications — Certain debt agreements with wholly-owned affiliates of WPC have been reclassified to Parent Debt in accordance with the basis of presentation of the historical combined financial statements ( Note 7 ). Cash and Cash Equivalents — We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions. Restricted Cash — Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes and is included within other assets on the balance sheet. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheets to the combined statements of cash flows (in thousands): September 30, 2023 December 31, 2022 Cash and cash equivalents $ 5,083 $ 4,671 Restricted cash (a) 1,116 1,327 Total cash and cash equivalents and restricted cash $ 6,199 $ 5,998 __________ (a) Restricted cash is included within Other assets, net on our combined balance sheets. Revenue Recognition, Real Estate Leased to Others — We lease real estate to others primarily on a net leased basis, whereby the tenant is generally responsible for operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, and improvements. There have been no significant changes in our policies for revenue from what was previously disclosed in the Information Statement for the year ended December 31, 2022. Net Parent Investment — In the combined balance sheets, the net parent investment represents WPC’s historical investment in NLOP Predecessor, accumulated net earnings after taxes, and the net effect of transactions between NLOP Predecessor and WPC. |
Land, Buildings and Improvement
Land, Buildings and Improvements | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Real Estate Properties | |
Land, Buildings and Improvements | Land, Buildings and Improvements Land, Buildings and Improvements Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands): September 30, 2023 December 31, 2022 Land $ 178,896 $ 178,362 Buildings and improvements 1,121,993 1,109,185 Real estate under construction 67 — Less: Accumulated depreciation (213,092) (190,516) $ 1,087,864 $ 1,097,031 During the nine months ended September 30, 2023, the U.S. dollar weakened against the British pound sterling, but strengthened against the euro and Norwegian Krone. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our Land, buildings and improvements decreased by $6.6 million from December 31, 2022 to September 30, 2023. In connection with a change in lease classification due to an extension of the underlying lease, we reclassified a portfolio of four properties with an aggregate carrying value of $14.6 million from Net investments in direct finance leases to Land, buildings and improvements during the nine months ended September 30, 2023 ( Note 4 ). Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $7.8 million and $7.5 million for the three months ended September 30, 2023 and 2022, respectively, and $23.3 million and $21.2 million for the nine months ended September 30, 2023 and 2022, respectively. Real Estate Under Construction During the nine months ended September 30, 2023, we capitalized real estate under construction less than $0.1 million. One construction project was in progress, with the balance included in real estate under construction as of September 30, 2023. Leases Operating Lease Income Lease income related to operating leases recognized and included in the combined statements of income is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease income — fixed $ 34,184 $ 32,398 $ 102,109 $ 91,641 Lease income — variable (a) 7,793 6,739 22,863 18,192 Total operating lease income $ 41,977 $ 39,137 $ 124,972 $ 109,833 __________ (a) Includes (i) rent increases based on changes in the U.S. Consumer Price Index and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services. Other Lease-Related Income Other lease-related income on our combined statements of income was primarily comprised of income from a parking garage attached to one of our net-leased properties totaling $0.6 million for both the three months ended September 30, 2023 and 2022, and $1.8 million and $1.9 million for the nine months ended September 30, 2023 and 2022, respectively. Lease Cost Lease costs for operating leases (land leases) are included in (i) property expenses, excluding reimbursable tenant costs, and (ii) reimbursable tenant costs in the combined statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fixed lease cost $ 135 $ 128 $ 406 $ 350 Variable lease cost 24 23 70 66 Total lease cost $ 159 $ 151 $ 476 $ 416 |
Finance Receivables
Finance Receivables | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Accounts, Notes, Loans and Financing Receivable | |
Finance Receivables | Finance Receivables Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our Net investments in direct finance leases. Operating leases are not included in finance receivables. Net Investments in Direct Financing Leases One investment was classified as a direct financing lease as of December 31, 2022. During the nine months ended September 30, 2023, we reclassified this investment (comprised of four properties) with an aggregate carrying value of $14.6 million from Net investments in direct finance leases to Land, buildings and improvements in connection with a change in lease classification due to an extension of the underlying lease. Net investments in direct financing leases is summarized in the table below (in thousands): September 30, 2023 December 31, 2022 Lease payments receivable $ — $ 11,423 Unguaranteed residual value — 14,558 — 25,981 Less: unearned income — (11,253) $ — $ 14,728 At December 31, 2022, there was no reserve or estimate of credit loss on the financing leases. Income from direct financing leases was $0.3 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively, and $1.2 million and $1.3 million for the nine months ended September 30, 2023 and 2022. Credit Quality of Finance Receivables We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. At both September 30, 2023 and December 31, 2022, no material balances of our finance receivables were past due. We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly. Our finance receivable internal credit quality rating was three as of December 31, 2022. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Finite-Lived Intangible Assets | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles We have net lease intangibles that are being amortized over periods ranging from two years to 40 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the combined financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the combined financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the combined financial statements. Below-market rent intangibles are included in Below-market rent and other intangible liabilities, net in the combined financial statements. Goodwill decreased by $1.0 million during the nine months ended September 30, 2023 due to foreign currency translation adjustments to $62.6 million as of September 30, 2023, from $63.6 million as of December 31, 2022. Current accounting guidance requires that we test for the recoverability of goodwill at the reporting unit level. We have only one reporting unit. We perform our test for impairment annually. We did not identify any triggering events as of September 30, 2023, and therefore no impairment assessment was performed. Should any triggering event occur, we would evaluate the carrying value of our goodwill through an impairment test. If impairment is warranted, the charge would be recorded through the combined income statement as a reduction to earnings. Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands): September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Lease Intangibles: In-place lease $ 370,188 $ (205,854) $ 164,334 $ 370,971 $ (176,951) $ 194,020 Above-market rent 58,642 (30,086) 28,556 58,983 (24,559) 34,424 428,830 (235,940) 192,890 429,954 (201,510) 228,444 Goodwill Goodwill 62,648 — 62,648 63,583 — 63,583 Total intangible assets $ 491,478 $ (235,940) $ 255,538 $ 493,537 $ (201,510) $ 292,027 Finite-Lived Intangible Liabilities Below-market rent $ (27,665) $ 15,487 $ (12,178) $ (27,792) $ 13,121 $ (14,671) Total intangible liabilities $ (27,665) $ 15,487 $ (12,178) $ (27,792) $ 13,121 $ (14,671) During the nine months ended September 30, 2023, the U.S. dollar weakened against the British pound sterling, but strengthened against the euro and Norwegian krone, resulting in a decrease of $1.7 million in the carrying value of our net intangible assets from December 31, 2022 to September 30, 2023. Net amortization of intangibles, including the effect of foreign currency translation, was $10.8 million and $9.7 million for the three months ended September 30, 2023 and 2022, respectively, and $32.3 million and $25.2 million for the nine months ended September 30, 2023 and 2022, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues and amortization of in-place lease intangibles is included in Depreciation and amortization. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Fair Value Inputs, Assets | |
Fair Value Measurements | Fair Value Measurements The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions. We did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during the three and nine months ended September 30, 2023 or 2022. We determined the estimated fair value of our non-recourse mortgage loans using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity. We determined that the fair value of Parent debt approximates its carrying value. Our material financial instruments had the following carrying values and fair values as of the dates shown (in thousands): September 30, 2023 December 31, 2022 Level Carrying Value Fair Value Carrying Value Fair Value Non-recourse mortgages, net (a) (b) 3 $ 166,715 $ 161,707 $ 174,289 $ 167,458 __________ (a) The carrying value of Non-recourse mortgages, net ( Note 7 ) includes unamortized deferred financing costs of less than $0.1 million at both September 30, 2023 and December 31, 2022. (b) The carrying value of Non-recourse mortgages, net ( Note 7 ) includes unamortized discount of $1.1 million, and unamortized premium of $2.0 million at September 30, 2023 and December 31, 2022, respectively. Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges) We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable. No impairment was deemed necessary during the three and nine months ended September 30, 2023 and 2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Line of Credit Facility | |
Debt | Debt Non-Recourse Mortgages Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties that were part of the NLOP Predecessor during the applicable periods. At September 30, 2023, the weighted-average interest rate for our total non-recourse mortgage notes payable was 4.8% (fixed-rate and variable-rate non-recourse mortgage notes payable were 4.8% and 4.6%, respectively), with maturity dates ranging from January 2024 to May 2026. Repayments and Scheduled Mortgage Payments During the nine months ended September 30, 2023, we (i) prepaid non-recourse mortgage loans totaling $2.9 million and (ii) made scheduled mortgage payments of approximately $3.9 million. We recognized an aggregate net gain on extinguishment of debt of less than $0.1 million on these repayments, primarily comprised of prepayment gains (losses) on extinguishment of debt, which is included within Other gains and (losses) on our combined statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of prepayment and repayment was 5.5%. Parent Debt Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets. These debt instruments are reflected in these financials as Parent debt, and had fixed interest rates that averaged 5.9% at both September 30, 2023 and December 31, 2022. During the nine months ended September 30, 2023, we prepaid Parent debt totaling $4.6 million. Debt Facility On September 20, 2023, in connection with the proposed Spin-Off ( Note 1 ), we and certain of our wholly-owned subsidiaries entered into financing arrangements for which funding was subject to certain conditions (including the closing of the Spin-Off), including (i) a $335.0 million senior secured mortgage loan maturing on November 9, 2025 (the “NLOP Mortgage Loan”) and (ii) a $120.0 million mezzanine loan facility maturing on November 9, 2028 (the “NLOP Mezzanine Loan” and, together with the NLOP Mortgage Loan, the “NLOP Financing Arrangements”). At that time, NLOP was a wholly-owned subsidiary of WPC. The NLOP Mortgage Loan bears interest at an annual rate of one-month forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) (the “Term SOFR” rate), subject to a floor of 3.85%, plus 5.0%. In addition, NLOP entered into an interest rate cap agreement at a strike rate of 5.35% under the terms set forth under the NLOP Mortgage Loan. 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). See Note 12 for information about the funding of the NLOP Financing Arrangements in connection with the closing of the Spin-Off on November 1, 2023. In connection with the closing of the NLOP Financing Arrangements, we incurred financing costs totaling $14.4 million as of September 30, 2023, which is included in Other assets, net, on our combined financial statements and was reimbursed to WPC by us in connection with the Spin-Off ( Note 12 ). Interest Paid Interest paid was $8.1 million and $7.6 million for the three months ended September 30, 2023 and 2022, respectively, and $24.4 million and $18.2 million for the nine months ended September 30, 2023 and 2022, respectively. Foreign Currency Exchange Rate Impact During the nine months ended September 30, 2023, the U.S. dollar strengthened against the Norwegian krone, resulting in a decrease of $3.1 million in the aggregate carrying value of our Non-recourse mortgages, net from December 31, 2022 to September 30, 2023. Scheduled Mortgage Debt Principal Payments Scheduled mortgage debt principal payments as of September 30, 2023 are as follows (in thousands): Years Ending December 31, Total 2023 (remainder) $ 652 2024 34,812 2025 124,789 2026 7,540 2027 — Total principal payments 167,793 Unamortized discount, net (29) Unamortized deferred financing costs (1,049) Total $ 166,715 Certain amounts in the table above are based on the applicable foreign currency exchange rate at September 30, 2023. Scheduled Parent Debt Principal Payments As of September 30, 2023, no Parent debt principal is scheduled to be repaid during the year ending December 31, 2023. Other remaining Parent debt principal balances are scheduled to mature and due for payment during 2025 and after 2027. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Commitments | |
Commitments and Contingencies | Commitments and ContingenciesAt September 30, 2023, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our combined financial position or results of operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Income Taxes | |
Income Taxes | Income Taxes As of September 30, 2023, NLOP Predecessor was owned by WPC, which has elected to be treated as a REIT since 2012. We believe that WPC has been organized and has operated in such a manner to maintain its qualification as a REIT for federal and state income tax purposes. As a REIT, WPC is generally not subject to corporate level federal income taxes on earnings distributed to its shareholders. Accordingly, we have not included any provisions for federal income taxes related to the REIT in the accompanying combined financial statements for the three and nine months ended September 30, 2023 and 2022. Current income tax expense was $0.4 million for both the three months ended September 30, 2023 and 2022, and $1.1 million for both the nine months ended September 30, 2023 and 2022. Deferred income tax benefit was $0.1 million and $0.4 million for the three months ended September 30, 2023 and 2022, respectively, and $0.8 million and $0.6 million for the nine months ended September 30, 2023 and 2022, respectively. |
Geographic Information
Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Segment Reporting Information | |
Geographic Information | Geographic Information Our portfolio is comprised of domestic and international investments. At September 30, 2023, our international investments were comprised of investments in Poland, United Kingdom, and Norway. No international tenant or country individually comprised at least 10% of our total lease revenues for the three and nine months ended September 30, 2023 or 2022, or at least 10% of our total long-lived assets at September 30, 2023 or December 31, 2022. One domestic tenant comprised (i) 19.1% and 19.5% of our total lease revenues for the three months ended September 30, 2023 and 2022, respectively, (ii) 18.7% and 20.8% for the nine months ended September 30, 2023 and 2022, respectively, and (iii) 13.3% of our total long-lived assets at both September 30, 2023 and December 31, 2022, respectively. The following tables present the geographic information (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Domestic $ 39,253 $ 36,865 $ 117,169 $ 103,866 International 3,853 3,436 11,402 9,749 Total $ 43,106 $ 40,301 $ 128,571 $ 113,615 September 30, 2023 December 31, 2022 Long-lived Assets (a) Domestic $ 1,136,341 $ 1,181,943 International 148,790 162,743 Total $ 1,285,131 $ 1,344,686 __________ (a) Consists of Net investments in real estate. |
Transactions with WPC
Transactions with WPC | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transaction | |
Transactions with WPC | Transactions with Related Parties Upon closing of the Spin-Off on November 1, 2023, NLOP is externally managed by wholly-owned affiliates of WPC pursuant to the NLOP Advisory Agreements ( Note 4 ). |
NLOP Predecessor | |
Related Party Transaction | |
Transactions with WPC | Transactions with WPC Historically, NLOP Predecessor has been managed and operated in the normal course of business consistent with other affiliates of WPC. Accordingly, certain shared costs have been allocated to NLOP Predecessor and reflected as expenses in the combined statements of income. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical WPC expenses attributable to NLOP Predecessor for purposes of the combined financial statements of NLOP Predecessor. However, the expenses reflected in the combined statements of income may not be indicative of the actual expenses that would have been incurred during the periods presented if NLOP Predecessor historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined statements of income may not be indicative of related expenses that will be incurred in the future by NLOP Predecessor. The following table presents amounts charged to the company by WPC for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative (a) $ 3,426 $ 3,328 $ 9,970 $ 8,734 Interest expense (b) 5,945 4,545 16,376 14,170 Total $ 9,371 $ 7,873 $ 26,346 $ 22,904 __________ (a) General and administrative fees are inclusive of expenses such as employee compensation and benefits, stock-based compensation and professional fees ( Note 2 ). (b) NLOP Predecessor’s income statement includes an allocation of interest expense associated with WPC unsecured debt utilized partially to fund property assets of NLOP Predecessor ( Note 2 ). The following presents amounts owed to WPC by the Company as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Parent debt (a) $ 94,270 $ 101,774 Accounts payable, accrued expenses, and other liabilities (b) 2,805 2,553 Total $ 97,075 $ 104,327 __________ (a) Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets ( Note 7 ). (b) Represents amounts owed to WPC for accrued interest related to the Parent debt, and services and fees which were directly attributable to NLOP Predecessor as discussed above. Net parent investment shown in the combined statements of equity include contributions from WPC, which are the result of treasury activities and net funding provided by WPC prior to the Spin-Off, and also includes the indirect costs and expenses allocated to NLOP Predecessor by WPC as described in Note 2 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event | |
Subsequent Events | Subsequent Events Spin-Off On November 1, 2023, WPC completed the Spin-Off of 59 office properties into NLOP, subject to the conditions set forth in the Separation and Distribution Agreement. The Spin-Off was accomplished via a pro rata dividend of 1 NLOP common share for every 15 shares of WPC common stock outstanding, resulting in a distribution of an aggregate of 14,620,919 NLOP common shares. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, for which wholly-owned subsidiaries of WPC serve as advisors pursuant to the NLOP Advisory Agreements executed in connection with the Spin-Off, as described below in further detail. Pursuant to the NLOP Advisory Agreements, which WPC and NLOP entered into on November 1, 2023, WPC provides NLOP with strategic management services, including asset management, property disposition support, and various related services. NLOP will pay WPC an asset management fee of approximately $7.5 million annually, which will be proportionately reduced following the disposition of a portfolio property. In addition, NLOP will reimburse WPC 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. On October 31, 2023, WPC and NLOP entered into a Separation and Distribution Agreement, which set forth the various individual transactions to be consummated that comprised the separation and the distribution, including the assets transferred to and liabilities assumed by NLOP. On October 31, 2023, WPC and NLOP also entered into a Tax Matters Agreement, which governs the respective rights, responsibilities, and obligations of WPC and NLOP after the Spin-Off, with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation, and information sharing. Following the closing of the Spin-Off, NLOP owns 59 properties totaling approximately 9.3 million leasable square feet (including 0.6 million of operating square footage for a parking garage at a domestic property) primarily leased to corporate tenants on a single-tenant net lease basis. The vast majority of the Company’s office properties are located in the United States, with the balance in Europe. NLOP’s portfolio consists of 62 corporate tenants operating in a variety of industries. On September 20, 2023, in connection with the proposed Spin-Off ( Note 1 ), certain wholly-owned subsidiaries of NLOP entered into financing arrangements for which funding was subject to certain conditions (including the closing of the Spin-Off), including (i) a $335.0 million senior secured mortgage loan maturing on November 9, 2025 (the “NLOP Mortgage Loan”) and (ii) a $120.0 million mezzanine loan facility maturing on November 9, 2028 (the “NLOP Mezzanine Loan” and, together with the NLOP Mortgage Loan, the “NLOP Financing Arrangements”). At that time, NLOP was a wholly-owned subsidiary of WPC. The funding of the NLOP Financing Arrangements also occurred on November 1, 2023. NLOP borrowed an aggregate of $455.0 million and each of the NLOP Mortgage Loan and the NLOP Mezzanine Loan was fully drawn. Approximately $350.0 million of the proceeds from the financing (net of transaction expenses) was transferred to WPC in connection with the Spin-Off. The NLOP Mortgage Loan bears interest at an annual rate of one-month forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) (the “Term SOFR” rate), subject to a floor of 3.85%, plus 5.0%. In addition, NLOP entered into an interest rate cap agreement at a strike rate of 5.35% under the terms set forth under the NLOP Mortgage Loan. 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). |
NLOP Predecessor | |
Subsequent Event | |
Subsequent Events | Subsequent Events Spin-Off On November 1, 2023, WPC completed the Spin-Off of 59 office properties into NLOP, subject to the conditions set forth in the Separation and Distribution Agreement. The Spin-Off was accomplished via a pro rata dividend of 1 NLOP common share for every 15 shares of WPC common stock outstanding, resulting in a distribution of an aggregate of 14,620,919 NLOP common shares. Following the closing of the Spin-Off, NLOP operates as a separate publicly-traded REIT, for which wholly-owned subsidiaries of WPC serve as advisors pursuant to the NLOP Advisory Agreements executed in connection with the Spin-Off. The funding of the NLOP Financing Arrangements also occurred on November 1, 2023. We borrowed an aggregate of $455.0 million and each of the NLOP Mortgage Loan and the NLOP Mezzanine Loan was fully drawn. Approximately $350.0 million of the proceeds from the financing (net of transaction expenses) was transferred to WPC in connection with the Spin-Off. Lease Extension and Lease Termination On October 25, 2023, NLOP, through one of its subsidiaries, entered into (i) an amended and restated lease agreement (the “Lease Extension”) with respect to the two properties leased by BCBSM, Inc. located at 1800 Yankee Doodle Road and 3400 Yankee Doodle Road in Eagan, Minnesota (the “Extension Premises”) and (ii) lease termination agreements (collectively, the “Lease Terminations”) with respect to the four properties leased by BCBSM, Inc. located at 3535 Blue Cross Road, 1750 Yankee Doodle Road, 3311 Terminal Drive, and 3545 Blue Cross Road (the “Termination Premises”). The Lease Extension, among other things, extends the lease expiration date for the Extension Premises by ten years until January 31, 2037, subject to the tenant’s right to further extend the lease term for two additional five-year periods following the new lease expiration date. The Lease Terminations, among other things, shorten the lease term of each of the Termination Premises from January 31, 2027 to the earlier of (i) June 30, 2024 and (ii) the sale of the respective property. In connection with the Lease Terminations, the tenant has agreed to pay NLOP termination fees of approximately $12.0 million to $13.0 million in the aggregate for all of the Termination Premises payable and determined based on the date of each property’s termination date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Basis of Presentation | |
Basis of Presentation | The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth within the Financial Accounting Standards Board’s Accounting Standards Codification. In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair presentation of financial position, results of operations, and cash flows. |
NLOP Predecessor | |
Summary of Significant Accounting Policies and Basis of Presentation | |
Reclassifications | Reclassifications — Certain debt agreements with wholly-owned affiliates of WPC have been reclassified to Parent Debt in accordance with the basis of presentation of the historical combined financial statements |
Cash and Cash Equivalents | Cash and Cash Equivalents — We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions. |
Restricted Cash | Restricted Cash — Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes and is included within other assets on the balance sheet. |
Intangible Assets and Liabilities and Goodwill | We have net lease intangibles that are being amortized over periods ranging from two years to 40 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the combined financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the combined financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the combined financial statements. Below-market rent intangibles are included in Below-market rent and other intangible liabilities, net in the combined financial statements.Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues and amortization of in-place lease intangibles is included in Depreciation and amortization. |
Fair Value Measurement | The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) - NLOP Predecessor | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies and Basis of Presentation | |
Schedule of Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheets to the combined statements of cash flows (in thousands): September 30, 2023 December 31, 2022 Cash and cash equivalents $ 5,083 $ 4,671 Restricted cash (a) 1,116 1,327 Total cash and cash equivalents and restricted cash $ 6,199 $ 5,998 __________ (a) Restricted cash is included within Other assets, net on our combined balance sheets. |
Schedule of Reconciliation of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheets to the combined statements of cash flows (in thousands): September 30, 2023 December 31, 2022 Cash and cash equivalents $ 5,083 $ 4,671 Restricted cash (a) 1,116 1,327 Total cash and cash equivalents and restricted cash $ 6,199 $ 5,998 __________ (a) Restricted cash is included within Other assets, net on our combined balance sheets. |
Land, Buildings and Improveme_2
Land, Buildings and Improvements (Tables) - NLOP Predecessor | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate Properties | |
Schedule of Real Estate | Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands): September 30, 2023 December 31, 2022 Land $ 178,896 $ 178,362 Buildings and improvements 1,121,993 1,109,185 Real estate under construction 67 — Less: Accumulated depreciation (213,092) (190,516) $ 1,087,864 $ 1,097,031 |
Schedule of Operating Lease Income | Lease income related to operating leases recognized and included in the combined statements of income is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease income — fixed $ 34,184 $ 32,398 $ 102,109 $ 91,641 Lease income — variable (a) 7,793 6,739 22,863 18,192 Total operating lease income $ 41,977 $ 39,137 $ 124,972 $ 109,833 __________ (a) Includes (i) rent increases based on changes in the U.S. Consumer Price Index and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services. |
Lease Cost | Lease costs for operating leases (land leases) are included in (i) property expenses, excluding reimbursable tenant costs, and (ii) reimbursable tenant costs in the combined statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fixed lease cost $ 135 $ 128 $ 406 $ 350 Variable lease cost 24 23 70 66 Total lease cost $ 159 $ 151 $ 476 $ 416 |
Finance Receivables (Tables)
Finance Receivables (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Accounts, Notes, Loans and Financing Receivable | |
Net Investments in Direct Financing Leases | Net investments in direct financing leases is summarized in the table below (in thousands): September 30, 2023 December 31, 2022 Lease payments receivable $ — $ 11,423 Unguaranteed residual value — 14,558 — 25,981 Less: unearned income — (11,253) $ — $ 14,728 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands): September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Lease Intangibles: In-place lease $ 370,188 $ (205,854) $ 164,334 $ 370,971 $ (176,951) $ 194,020 Above-market rent 58,642 (30,086) 28,556 58,983 (24,559) 34,424 428,830 (235,940) 192,890 429,954 (201,510) 228,444 Goodwill Goodwill 62,648 — 62,648 63,583 — 63,583 Total intangible assets $ 491,478 $ (235,940) $ 255,538 $ 493,537 $ (201,510) $ 292,027 Finite-Lived Intangible Liabilities Below-market rent $ (27,665) $ 15,487 $ (12,178) $ (27,792) $ 13,121 $ (14,671) Total intangible liabilities $ (27,665) $ 15,487 $ (12,178) $ (27,792) $ 13,121 $ (14,671) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Fair Value Balance Sheet Grouping Financial Statement Captions | |
Schedule of Carrying Values and Fair Values of Debt Instruments | Our material financial instruments had the following carrying values and fair values as of the dates shown (in thousands): September 30, 2023 December 31, 2022 Level Carrying Value Fair Value Carrying Value Fair Value Non-recourse mortgages, net (a) (b) 3 $ 166,715 $ 161,707 $ 174,289 $ 167,458 __________ (a) The carrying value of Non-recourse mortgages, net ( Note 7 ) includes unamortized deferred financing costs of less than $0.1 million at both September 30, 2023 and December 31, 2022. (b) The carrying value of Non-recourse mortgages, net ( Note 7 ) includes unamortized discount of $1.1 million, and unamortized premium of $2.0 million at September 30, 2023 and December 31, 2022, respectively. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Scheduled Mortgage Debt Principal Payments | Scheduled mortgage debt principal payments as of September 30, 2023 are as follows (in thousands): Years Ending December 31, Total 2023 (remainder) $ 652 2024 34,812 2025 124,789 2026 7,540 2027 — Total principal payments 167,793 Unamortized discount, net (29) Unamortized deferred financing costs (1,049) Total $ 166,715 |
Geographic Information (Tables)
Geographic Information (Tables) - NLOP Predecessor | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting Information | |
Revenues by Geographic Areas | The following tables present the geographic information (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Domestic $ 39,253 $ 36,865 $ 117,169 $ 103,866 International 3,853 3,436 11,402 9,749 Total $ 43,106 $ 40,301 $ 128,571 $ 113,615 |
Long-Lived Assets by Geographic Areas | September 30, 2023 December 31, 2022 Long-lived Assets (a) Domestic $ 1,136,341 $ 1,181,943 International 148,790 162,743 Total $ 1,285,131 $ 1,344,686 __________ (a) Consists of Net investments in real estate. |
Transactions with WPC (Tables)
Transactions with WPC (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NLOP Predecessor | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | The following table presents amounts charged to the company by WPC for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative (a) $ 3,426 $ 3,328 $ 9,970 $ 8,734 Interest expense (b) 5,945 4,545 16,376 14,170 Total $ 9,371 $ 7,873 $ 26,346 $ 22,904 __________ (a) General and administrative fees are inclusive of expenses such as employee compensation and benefits, stock-based compensation and professional fees ( Note 2 ). (b) NLOP Predecessor’s income statement includes an allocation of interest expense associated with WPC unsecured debt utilized partially to fund property assets of NLOP Predecessor ( Note 2 ). The following presents amounts owed to WPC by the Company as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Parent debt (a) $ 94,270 $ 101,774 Accounts payable, accrued expenses, and other liabilities (b) 2,805 2,553 Total $ 97,075 $ 104,327 __________ (a) Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets ( Note 7 ). (b) Represents amounts owed to WPC for accrued interest related to the Parent debt, and services and fees which were directly attributable to NLOP Predecessor as discussed above. |
Organization and Description _2
Organization and Description of Business and Business and Organization (Details) $ in Thousands, ft² in Millions | 3 Months Ended | 9 Months Ended | ||||
Nov. 01, 2023 tenant property | Sep. 30, 2023 USD ($) ft² property | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) ft² segment property | Sep. 30, 2022 USD ($) | Aug. 01, 2022 property | |
Additional disclosures | ||||||
Square footage of real estate properties | ft² | 9.3 | 9.3 | ||||
Number of business segments | segment | 1 | |||||
Subsequent events | ||||||
Additional disclosures | ||||||
Spin-Off, stock dividend rate | 0.0667 | |||||
Spin-Off, number of properties | 59 | |||||
Number of tenants (tenant) | tenant | 62 | |||||
CPA 18 Merger | ||||||
Additional disclosures | ||||||
Number of real estate properties (property) | 9 | |||||
Parking Garage | ||||||
Additional disclosures | ||||||
Square footage of real estate properties | ft² | 0.6 | 0.6 | ||||
NLOP Predecessor | ||||||
Additional disclosures | ||||||
Separation and distribution related costs and other | $ | $ 1,343 | $ 3,719 | $ 2,882 | $ 4,037 | ||
NLOP Predecessor | Subsequent events | ||||||
Additional disclosures | ||||||
Spin-Off, number of properties | 59 | |||||
NLOP Predecessor | CPA 18 Merger | ||||||
Additional disclosures | ||||||
Separation and distribution related costs and other | $ | $ 800 | $ 1,100 | ||||
NLOP Predecessor | Parking Garage | ||||||
Additional disclosures | ||||||
Number of real estate properties (property) | 1 | 1 | ||||
NLOP Predecessor | Office facility | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | ||||||
Additional disclosures | ||||||
Number of real estate properties (property) | 59 | 59 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation - Narratives (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common shares, shares issued (in shares) | 1,000 | 1,000 | 1,000 |
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock | $ 1 | $ 1 | $ 1 |
Contribution | $ 303 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation - Cash and Restricted Cash (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents | ||||
Cash and cash equivalents | $ 1 | $ 1 | ||
Total cash and cash equivalents and restricted cash | 1 | 1 | ||
NLOP Predecessor | ||||
Cash and Cash Equivalents | ||||
Cash and cash equivalents | 5,083,000 | 4,671,000 | ||
Restricted cash | 1,116,000 | 1,327,000 | ||
Total cash and cash equivalents and restricted cash | $ 6,199,000 | $ 5,998,000 | $ 7,553,000 | $ 9,298,000 |
Land, Buildings and Improveme_3
Land, Buildings and Improvements - Assets Subject To Operating Leases (Details) - Operating Real Estate - NLOP Predecessor - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Real Estate Investment Property At Cost | ||
Less: Accumulated depreciation | $ (213,092) | $ (190,516) |
Net property subject to operating lease | 1,087,864 | 1,097,031 |
Land | ||
Real Estate Investment Property At Cost | ||
Net operating lease subject to operating lease, gross | 178,896 | 178,362 |
Buildings and improvements | ||
Real Estate Investment Property At Cost | ||
Net operating lease subject to operating lease, gross | 1,121,993 | 1,109,185 |
Real estate under construction | ||
Real Estate Investment Property At Cost | ||
Net operating lease subject to operating lease, gross | $ 67 | $ 0 |
Land, Buildings and Improveme_4
Land, Buildings and Improvements - Narratives (Details) - NLOP Predecessor $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | |
Real Estate Properties | ||||
Increase (decrease) in value of balance sheet item due to foreign currency translation | $ 1,282 | $ (739) | $ 939 | $ (1,245) |
Number of properties reclassified (property) | property | 4 | |||
Number of properties reclassified, value | $ 14,600 | |||
Capitalized construction cost | 100 | |||
Lease revenues | 41,977 | 39,137 | 124,972 | 109,833 |
Operating Lease | ||||
Real Estate Properties | ||||
Increase (decrease) in value of balance sheet item due to foreign currency translation | (6,600) | |||
Depreciation | $ 7,800 | 7,500 | $ 23,300 | 21,200 |
Parking Garage | ||||
Real Estate Properties | ||||
Number of real estate properties (property) | property | 1 | 1 | ||
Lease revenues | $ 600 | $ 600 | $ 1,800 | $ 1,900 |
Land, Buildings and Improveme_5
Land, Buildings and Improvements - Operating Lease Income (Details) - NLOP Predecessor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description | ||||
Lease income — fixed | $ 34,184 | $ 32,398 | $ 102,109 | $ 91,641 |
Lease income – variable | 7,793 | 6,739 | 22,863 | 18,192 |
Total operating lease income | $ 41,977 | $ 39,137 | $ 124,972 | $ 109,833 |
Land, Buildings and Improveme_6
Land, Buildings and Improvements - Lease Cost (Details) - NLOP Predecessor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description | ||||
Fixed lease cost | $ 135 | $ 128 | $ 406 | $ 350 |
Variable lease cost | 24 | 23 | 70 | 66 |
Total lease cost | $ 159 | $ 151 | $ 476 | $ 416 |
Finance Receivables - Net Inves
Finance Receivables - Net Investments in Direct Financing Lease (Details) - NLOP Predecessor - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable | ||
Lease payments receivable | $ 0 | $ 11,423 |
Unguaranteed residual value | 0 | 14,558 |
Net investment in finance leases, excluding unearned income | 0 | 25,981 |
Less: unearned income | 0 | (11,253) |
Net investments in finance leases and loans receivable | $ 0 | $ 14,728 |
Finance Receivables - Narrative
Finance Receivables - Narratives (Details) - NLOP Predecessor $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Dec. 31, 2022 property | |
Accounts, Notes, Loans and Financing Receivable | |||||
Number of properties reclassified (property) | property | 4 | ||||
Number of properties reclassified, value | $ | $ 14.6 | ||||
Income from direct financing leases | $ | $ 0.3 | $ 0.4 | $ 1.2 | $ 1.3 | |
Internal credit quality rating | property | 3 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Narratives (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) reporting_unit | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets, Net | |||||
Number of reporting units | reporting_unit | 1 | ||||
NLOP Predecessor | |||||
Finite-Lived Intangible Assets, Net | |||||
Foreign currency translation adjustments | $ 1,000 | ||||
Goodwill | $ 62,648 | 62,648 | $ 63,583 | ||
Decrease in carrying value of net intangible assets due to foreign currency translation adjustments | 1,700 | ||||
Amortization of intangible assets | $ 10,800 | $ 9,700 | $ 32,300 | $ 25,200 | |
Minimum | NLOP Predecessor | |||||
Finite-Lived Intangible Assets, Net | |||||
Finite lived intangible assets useful life (in years) | 2 years | 2 years | |||
Maximum | NLOP Predecessor | |||||
Finite-Lived Intangible Assets, Net | |||||
Finite lived intangible assets useful life (in years) | 40 years | 40 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Intangible Assets, Liabilities and Goodwill (Details) - NLOP Predecessor - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net | ||
Gross Carrying Amount | $ 428,830 | $ 429,954 |
Accumulated Amortization | (235,940) | (201,510) |
Net Carrying Amount | 192,890 | 228,444 |
Goodwill | ||
Goodwill | 62,648 | 63,583 |
Total intangible assets, gross | 491,478 | 493,537 |
Total intangible assets, net | 255,538 | 292,027 |
Finite-Lived Intangible Liabilities | ||
Gross Carrying Amount | (27,665) | (27,792) |
Accumulated Amortization | 15,487 | 13,121 |
Net Carrying Amount | (12,178) | (14,671) |
In-place lease | ||
Finite-Lived Intangible Assets, Net | ||
Gross Carrying Amount | 370,188 | 370,971 |
Accumulated Amortization | (205,854) | (176,951) |
Net Carrying Amount | 164,334 | 194,020 |
Above-market rent | ||
Finite-Lived Intangible Assets, Net | ||
Gross Carrying Amount | 58,642 | 58,983 |
Accumulated Amortization | (30,086) | (24,559) |
Net Carrying Amount | $ 28,556 | $ 34,424 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Non-Recourse Mortgages - NLOP Predecessor - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions | ||
Unamortized deferred financing costs | $ 100 | $ 100 |
Unamortized discount (premium) | 1,100 | (2,000) |
Level 3 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions | ||
Debt instrument, fair value | 166,715 | 174,289 |
Level 3 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions | ||
Debt instrument, fair value | $ 161,707 | $ 167,458 |
Debt - Narratives (Details)
Debt - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 20, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
NLOP Predecessor | ||||||
Debt Instrument | ||||||
Prepayment of debt | $ 7,507,000 | $ 1,787,000 | ||||
Scheduled payments of debt | 3,900,000 | 1,415,000 | ||||
Interest paid | $ 8,100,000 | $ 7,600,000 | 24,400,000 | $ 18,200,000 | ||
Decrease in aggregate carrying value of debt due to foreign currency exchange rate impact | $ 3,100,000 | |||||
Non-Recourse Mortgages | NLOP Predecessor | ||||||
Debt Instrument | ||||||
Weighted average interest rate (as a percent) | 4.80% | 4.80% | ||||
Fixed rate (as a percent) | 4.80% | 4.80% | ||||
Variable rate (as a percent) | 4.60% | 4.60% | ||||
Prepayment of debt | $ 2,900,000 | |||||
Scheduled payments of debt | 3,900,000 | |||||
Gain on extinguishment of debt (less than) | $ 100,000 | |||||
Weighted-average interest rate on respective dates of prepayment and repayment | 5.50% | |||||
Debt issuance cost | $ 100,000 | $ 100,000 | $ 100,000 | |||
Parent Debt | Related Party | NLOP Predecessor | ||||||
Debt Instrument | ||||||
Prepayment of debt | $ 4,600,000 | |||||
Stated interest rate (as a percent) | 5.90% | 5.90% | 5.90% | |||
Senior Secured Mortgage Loan | Senior Secured Loans | ||||||
Debt Instrument | ||||||
Principal amount | $ 335,000,000 | |||||
Interest rate cap, strike rate (as a percent) | 5.35% | |||||
Senior Secured Mortgage Loan | Senior Secured Loans | NLOP Predecessor | ||||||
Debt Instrument | ||||||
Principal amount | $ 335,000,000 | |||||
Interest rate cap, strike rate (as a percent) | 5.35% | |||||
Debt issuance cost | $ 14,400,000 | |||||
Senior Secured Mortgage Loan | Senior Secured Loans | SOFR | ||||||
Debt Instrument | ||||||
Floor rate (as a percent) | 3.85% | |||||
Variable interest rate (as a percent) | 5% | |||||
Senior Secured Mortgage Loan | Senior Secured Loans | SOFR | NLOP Predecessor | ||||||
Debt Instrument | ||||||
Floor rate (as a percent) | 3.85% | |||||
Variable interest rate (as a percent) | 5% | |||||
Mezzanine Loan Facility | Loans Facility | ||||||
Debt Instrument | ||||||
Stated interest rate (as a percent) | 14.50% | |||||
Principal amount | $ 120,000,000 | |||||
Stated interest rate, cash (as a percent) | 10% | |||||
Stated interest rate, payment-in-kind (as a percent) | 4.50% | |||||
Mezzanine Loan Facility | Loans Facility | NLOP Predecessor | ||||||
Debt Instrument | ||||||
Stated interest rate (as a percent) | 14.50% | |||||
Principal amount | $ 120,000,000 | |||||
Stated interest rate, cash (as a percent) | 10% | |||||
Stated interest rate, payment-in-kind (as a percent) | 4.50% |
Debt - Debt Principal Payments
Debt - Debt Principal Payments (Details) - Nonrelated Party - NLOP Predecessor - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Long-term Debt, by Maturity | ||
2023 (remainder) | $ 652 | |
2024 | 34,812 | |
2025 | 124,789 | |
2026 | 7,540 | |
2027 | 0 | |
Total principal payments | 167,793 | |
Unamortized discount, net | (29) | |
Unamortized deferred financing costs | (1,049) | |
Total | $ 166,715 | $ 174,289 |
Income Taxes (Details)
Income Taxes (Details) - NLOP Predecessor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||||
Current income tax expense | $ 400 | $ 400 | $ 1,100 | $ 1,100 |
Deferred income tax benefit | $ 100 | $ 400 | $ 821 | $ 573 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) - Customer concentration risk - One domestic tenant - NLOP Predecessor | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lease revenues | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 19.10% | 19.50% | 18.70% | 20.80% | |
Long-lived assets | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.30% | 13.30% |
Geographic Information - Revenu
Geographic Information - Revenues and Long-Lived Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 0 | ||||
NLOP Predecessor | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 43,106,000 | $ 40,301,000 | 128,571,000 | $ 113,615,000 | |
Long-Lived Assets | 1,285,131,000 | 1,285,131,000 | $ 1,344,686,000 | ||
Domestic | NLOP Predecessor | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 39,253,000 | 36,865,000 | 117,169,000 | 103,866,000 | |
Long-Lived Assets | 1,136,341,000 | 1,136,341,000 | 1,181,943,000 | ||
International | NLOP Predecessor | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 3,853,000 | $ 3,436,000 | 11,402,000 | $ 9,749,000 | |
Long-Lived Assets | $ 148,790,000 | $ 148,790,000 | $ 162,743,000 |
Transactions with WPC - Expense
Transactions with WPC - Expenses (Details) - NLOP Predecessor - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
General and administrative | $ 3,435 | $ 3,330 | $ 10,034 | $ 8,741 |
Interest expense | 8,053 | 7,638 | 24,433 | 18,228 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
General and administrative | 3,426 | 3,328 | 9,970 | 8,734 |
Interest expense | 5,945 | 4,545 | 16,376 | 14,170 |
Total operating expenses | $ 9,371 | $ 7,873 | $ 26,346 | $ 22,904 |
Transactions with WPC - Amounts
Transactions with WPC - Amounts Due (Details) - NLOP Predecessor - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts payable, accrued expenses, and other liabilities | $ 47,301 | $ 49,950 |
Total liabilities | 330,774 | 352,682 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Parent debt | 94,270 | 101,774 |
Accounts payable, accrued expenses, and other liabilities | 2,805 | 2,553 |
Total liabilities | $ 97,075 | $ 104,327 |
Subsequent Events (Details)
Subsequent Events (Details) ft² in Millions | Nov. 01, 2023 USD ($) ft² tenant property shares | Oct. 25, 2023 USD ($) lease property | Sep. 20, 2023 USD ($) |
Senior Secured Mortgage Loan | Senior Secured Loans | |||
Subsequent Event | |||
Principal amount | $ 335,000,000 | ||
Interest rate cap, strike rate (as a percent) | 5.35% | ||
Senior Secured Mortgage Loan | Senior Secured Loans | SOFR | |||
Subsequent Event | |||
Floor rate (as a percent) | 3.85% | ||
Variable interest rate (as a percent) | 5% | ||
Mezzanine Loan Facility | Loans Facility | |||
Subsequent Event | |||
Principal amount | $ 120,000,000 | ||
Stated interest rate (as a percent) | 14.50% | ||
Stated interest rate, cash (as a percent) | 10% | ||
Stated interest rate, payment-in-kind (as a percent) | 4.50% | ||
NLOP Predecessor | Senior Secured Mortgage Loan | Senior Secured Loans | |||
Subsequent Event | |||
Principal amount | $ 335,000,000 | ||
Interest rate cap, strike rate (as a percent) | 5.35% | ||
NLOP Predecessor | Senior Secured Mortgage Loan | Senior Secured Loans | SOFR | |||
Subsequent Event | |||
Floor rate (as a percent) | 3.85% | ||
Variable interest rate (as a percent) | 5% | ||
NLOP Predecessor | Mezzanine Loan Facility | Loans Facility | |||
Subsequent Event | |||
Principal amount | $ 120,000,000 | ||
Stated interest rate (as a percent) | 14.50% | ||
Stated interest rate, cash (as a percent) | 10% | ||
Stated interest rate, payment-in-kind (as a percent) | 4.50% | ||
Subsequent events | |||
Subsequent Event | |||
Spin-Off, number of properties | property | 59 | ||
Spin-Off, stock dividend rate | 0.0667 | ||
Spin-Off, stock issued (in shares) | shares | 14,620,919 | ||
Spin-Off, debt retained by predecessor | $ 350,000,000 | ||
Leasable area of acquired properties (square foot) | ft² | 9.3 | ||
Number of corporate tenants (tenant) | tenant | 62 | ||
Proceeds from Issuance of Secured Debt | $ 455,000,000 | ||
Subsequent events | NLOP Predecessor | |||
Subsequent Event | |||
Spin-Off, number of properties | property | 59 | ||
Spin-Off, debt retained by predecessor | $ 350,000,000 | ||
Subsequent events | NLOP Predecessor | BCBSM Inc. | |||
Subsequent Event | |||
Renewal term (years) | 10 years | ||
Number of lease extensions (extension) | lease | 2 | ||
Number of leases terminated (lease) | lease | 4 | ||
Number of renewal options (renewal) | property | 2 | ||
Incremental renewal term (years) | 5 years | ||
Subsequent events | NLOP Predecessor | BCBSM Inc. | Maximum | |||
Subsequent Event | |||
Lease termination fee | $ 13,000,000 | ||
Subsequent events | NLOP Predecessor | BCBSM Inc. | Minimum | |||
Subsequent Event | |||
Lease termination fee | $ 12,000,000 | ||
Subsequent events | Parking Garage | |||
Subsequent Event | |||
Leasable area of acquired properties (square foot) | ft² | 0.6 | ||
Subsequent events | Related Party | |||
Subsequent Event | |||
Asset management fees, annual expense | $ 7,500,000 | ||
Administrative fees, annual expense rate | $ 4,000,000 |