United States securities and exchange commission logo
November 16, 2021
Ryan Albano
Chief Financial Officer
Broadstone Net Lease, Inc.
800 Clinton Square
Rochester, New York 14604
Re: Broadstone Net
Lease, Inc.
Form 10-K for the
year ended December 31, 2020
Filed February 25,
2021
Form 8-K filed
November 1, 2021
File No. 001-39529
Dear Mr. Albano:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed November 1, 2021
Exhibits
1. We note you provided
2021 guidance ranges for AFFO within Exhibit 99.1. In future
earnings releases,
please provide the reconciliations required by Item 10(e)(1)(i)(B) of
Regulation S-K. To the
extent you are relying on the unreasonable efforts exception in
Item 10(e)(1)(i)(B),
please revise future earnings releases to disclose this fact and identify
any information that is
unavailable and its probable significance. Reference is made to
Question 102.10 of the
Division s Compliance and Disclosure Interpretations for Non-
GAAP Financial
Measures.
Form 10-K for the year ended December 31, 2020
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Ryan Albano
Broadstone Net Lease, Inc.
November 16, 2021
Page 2
Earnout Liability, page 87
2. You disclose that the earnout liability payable in common shares and OP
Units were
originally subject to a redemption rights agreement, and therefore were
initially classified
as liabilities. You further disclose that the redemption rights with
respect to the common
shares and OP Units terminated upon completion of the IPO. We note you
reclassified the
earnout liability to equity for the common shares and OP units associated
with the third
and fourth earnout tranches as of the date of the IPO. We further note
you reclassified the
earnout liability to equity for the common shares and OP units associated
with the first
and second earnout tranches on December 31, 2020. Please clarify for us
how you
determined it was unnecessary to reclassify the amounts related to the
first and second
earnout tranches as of the date of the IPO. Within your response, please
reference the
authoritative accounting literature management relied upon.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Howard Efron, Staff Accountant, at 202-551-3439 or
Jennifer Monick,
Assistant Chief Accountant, at 202-551-3295 if you have questions regarding
comments on the
financial statements and related matters or with any other questions.
Sincerely,
FirstName LastNameRyan Albano
Division of
Corporation Finance
Comapany NameBroadstone Net Lease, Inc.
Office of Real
Estate & Construction
November 16, 2021 Page 2
cc: John D. Callan Jr.
FirstName LastName