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
February 27, 2019
Date of Report (Date of earliest event reported)
Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) |
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001-38530 (Commission File Number) |
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82-4005693 (IRS Employer Identification No.) |
902 Carnegie Center Blvd., Suite 520
(Address of principal executive offices) |
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08540 (Zip Code) |
Registrant’s telephone number, including area code: (609) 436-0619
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
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 2.02 — Results of Operations and Financial Condition.
On February 27, 2019, Essential Properties Realty Trust, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months and the year ended December 31, 2018. The press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.01— Regulation FD Disclosure.
On February 27, 2019, the Company issued its Supplemental Operating & Financial Data—Fourth Quarter Ended December 31, 2018. The Supplemental Operating & Financial Data is furnished hereto as Exhibit 99.2 and incorporated herein by reference.
The foregoing information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and Item 7.01, “Regulation FD Disclosure.” The information in Items 2.02 and 7.01 of this Current Report on Form 8‑K and the exhibits furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
99.1 |
Earnings Press Release dated February 27, 2019 for the quarter ended December 31, 2018 |
99.2 |
Supplemental Operating & Financial Data—Fourth Quarter Ended December 31, 2018 |
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 hereunto duly authorized.
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ESSENTIAL PROPERTIES REALTY TRUST, INC. |
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Date: February 27, 2019 |
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By: |
/s/ Hillary P. Hai |
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Hillary P. Hai |
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Chief Financial Officer |
Exhibit 99.1
Essential Properties Announces Fourth Quarter 2018 Results
- Closed Investments of $103.7 Million at a 7.6% Weighted Average Cash Cap Rate -
- Same-Store Contractual Cash NOI Grew 1.9% in the Fourth Quarter -
- Reiterates 2019 AFFO per Share Guidance Range -
- Added to the MSCI U.S. REIT Index (RMZ) -
February 27, 2019
PRINCETON, N.J.--(BUSINESS WIRE)--Essential Properties Realty Trust, Inc. (NYSE: EPRT; “Essential Properties” or the “Company”), today announced operating results for the three months and the year ended December 31, 2018.
Fourth Quarter 2018 Financial and Operating Highlights
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• |
Ended the fourth quarter with 100% occupancy, 14.2 years of weighted-average lease term (“WALT”) and a weighted average rent coverage ratio of 2.8x |
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• |
Grew Same-Store Contractual Cash Rents and NOI by 1.8% and 1.9%, respectively |
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• |
Reduced top 10 tenant concentration to 33.1%, a 200 bps sequential decline |
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• |
Invested $103.7 million in 39 properties at a 7.6% weighted average cash cap rate |
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• |
Net income increased to $8.3 million, or $0.13 per share on a fully diluted basis |
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• |
Increased Funds from Operations (“FFO”) to $17.4 million, or $0.28 per share on a fully diluted basis |
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• |
Increased Adjusted Funds from Operations (“AFFO”) to $17.0 million, or $0.27 per share on a fully diluted basis |
Full Year 2018 Financial and Operating Highlights
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• |
Invested $515.9 million in 215 properties at a 7.6% weighted average cash cap rate |
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• |
Net income increased to $20.6 million |
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• |
Increased FFO to $51.0 million |
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• |
Increased AFFO to $48.4 million |
Commenting on the fourth quarter results, Essential Properties’ President and Chief Executive Officer, Pete Mavoides, said, “I am proud of the team’s accomplishments during the fourth quarter and our full year results. During 2018, we grew our portfolio 48% by investing $516 million into 215 single-tenant properties. This investment activity served to further diversify our net lease portfolio, lower our top 10 tenant concentration, lengthen our WALT, and most importantly, meaningfully grow our earnings. In addition, our newer vintage portfolio performed well with same-store contractual cash NOI increasing 1.9% in the quarter and occupancy finishing the year at 100%. Combining our conservative leverage profile with our robust investment pipeline, we are well positioned to continue to deliver high quality earnings growth for investors. Lastly, we were pleased to be added to the MSCI U.S. REIT Index (RMZ) effective as of the end of February.”
Total Revenue
Total revenue for the quarter ended December 31, 2018 increased to $28.7 million, as compared to $17.5 million for the same quarter in 2017.
Total revenue for the year ended December 31, 2018 increased to $96.2 million, as compared to $54.4 million for the same period in 2017.
Net Income
Net income for the quarter ended December 31, 2018 increased to $8.3 million, as compared to $3.1 million for the same quarter in 2017.
Net income for the year ended December 31, 2018 increased to $20.6 million, as compared to $6.3 million for the same period in 2017.
Funds from Operations
FFO for the quarter ended December 31, 2018 increased to $17.4 million, as compared to $7.3 million for the same quarter in 2017.
FFO for the year ended December 31, 2018 increased to $51.0 million, as compared to $21.4 million for the same period in 2017.
Adjusted Funds from Operations
AFFO for the quarter ended December 31, 2018 increased to $17.0 million, as compared to $6.8 million for the same quarter in 2017.
AFFO for the year ended December 31, 2018 increased to $48.4 million, as compared to $20.3 million for the same period in 2017.
Dividend Information
As previously announced, on December 10, 2018 Essential Properties declared a cash dividend of $0.21 per share of common stock for the quarter ended December 31, 2018 . The dividend was paid on January 14, 2019 to stockholders of record as of the close of business on December 31, 2018 .
Net Investment Activity
Acquisitions
During the quarter ended December 31, 2018, Essential Properties invested $103.7 million in 39 properties in 24 separate transactions at a weighted average cash and GAAP cap rate of 7.6% and 8.5%, respectively. These properties are 100% leased with a WALT of 16.6 years. As a
percentage of cash ABR, 83.1% of the Company’s acquisitions for the quarter ended December 31, 2018 came from sale-leaseback transactions, 57.2% were subject to a master lease and 89.8% are required to provide the Com pany with financial reporting. However, the Company obtained unit-level financial reporting for all acquisitions during the quarter ended December 31, 2018 through existing relationships with tenants.
During the year ended December 31, 2018, Essential Properties invested $515.9 million in 215 properties in 97 separate transactions at a weighted average cash and GAAP cap rate of 7.6% and 8.6%, respectively. These properties are 100% leased with a WALT of approximately 16.4 years. As a percentage of cash ABR, 82.2% of the Company’s acquisitions for the year ended December 31, 2018 came from sale-leaseback transactions, 64.7% were subject to a master lease and 96.5% are required to provide the Company with financial reporting. However, the Company obtained unit-level financial reporting for all acquisitions during the year ended December 31, 2018 through existing relationships with tenants.
Dispositions
During the three months ended December 31, 2018, Essential Properties sold 8 properties for $19.5 million, with a net gain on sales of $0.3 million. The disposition weighted average cash cap rate on the seven leased properties sold in the three months ended December 31, 2018 was 6.9%.
During the year ended December 31, 2018, Essential Properties sold 45 properties for $60.4 million, with a net gain on sales of $5.4 million. Excluding one property sold pursuant to a tenant purchase option and the sale of one leasehold property, the disposition weighted average cash cap rate on the 37 leased properties sold in the year ended December 31, 2018 was 6.9%.
Portfolio Update
Portfolio Highlights
As of December 31, 2018, Essential Properties’ portfolio consisted of 677 freestanding net lease properties, which included 12 properties that secure mortgage notes receivable, with a WALT of 14.2 years and a weighted average rent coverage ratio of 2.8x. As of the same date, the portfolio was 100% occupied by 161 tenants operating 180 different concepts across 43 states in 15 distinct industries. At year end, 91.1% of the Company’s cash ABR was generated from tenants that operate service-oriented or experience-based businesses, and 67.4% of its cash ABR was derived from properties subject to a master lease.
Leasing Activity
During the year ended December 31, 2018, Essential Properties renewed 12 leases at a 96.9% recovery rate vs. prior cash rents and signed three new leases without vacancy at a 102.2% recovery rate. In total, the Company recovered 99.4% of prior cash rents from leasing efforts during the year ended December 31, 2018, which amounted to 2.0% of its cash ABR as of December 31, 2018.
Leverage and Balance Sheet and Liquidity
Leverage
As of December 31, 2018, the Company’s ratio of net debt to Annualized Adjusted EBITDA re was 5.2x.
Balance Sheet and Liquidity
Essential Properties had outstanding borrowings of $34.0 million under its $300 million unsecured credit facility as of December 31, 2018. The credit facility includes an accordion feature to increase, subject to certain conditions, the maximum availability of the facility by up to $200 million. In addition, the Company had $16.2 million of cash and cash equivalents and restricted cash as of December 31, 2018.
2019 Guidance
The Company reiterates its previously issued expectation that 2019 AFFO per share will be within a range of $1.11 to $1.15. This AFFO per share guidance equates to anticipated net income, excluding gains or losses on sales of property, of $0.50 to $0.54 per share, plus $0.63 to $0.64 per share of expected real estate depreciation and amortization, minus $0.02 to $0.03 per share related to non-cash items.
Conference Call Information
In conjunction with the release of Essential Properties’ operating results, the Company will host a conference call on February 28, 2019 at 10:00 a.m. EST to discuss the results. To access the conference, dial (866) 682-6100. A live webcast will also be available in listen-only mode by clicking on the webcast link in the Investor Relations section at www.essentialproperties.com.
A telephone replay of the conference call can also be accessed by calling (877) 481-4010 and entering the access code: 42849. The telephone replay will be available through March 13, 2019.
A replay of the conference call webcast will be available approximately two hours after the conclusion of the live broadcast. The webcast replay will be available for 90 days. No access code is required for this replay.
Supplemental Materials
The Company’s Supplemental Operating & Financial Data—Fourth Quarter Ended December 31, 2018 are available on Essential Properties’ website at investors.essentialproperties.com.
About Essential Properties Realty Trust, Inc.
Essential Properties Realty Trust, Inc. is an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. As of December 31, 2018,
the Company’s portfolio consisted of 677 freestanding net lease properties with a weighted average lease term of 14.2 years and a weighted average rent coverage ratio of 2.8x. As of the same date, the Company’s portfolio was 100.0% leased to 161 tenants operating 180 different concepts in 15 distinct industries across 43 states.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. When used in this press release, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur as described, or at all.
Additional information concerning factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the company’s Securities and Exchange Commission (the "Commission”) filings, including, but not limited to, the Company’s Quarterly Reports on Form 10-Q. Copies of each filing may be obtained from the Company or the Commission. Such forward-looking statements should be regarded solely as reflections of the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release.
The results reported in this press release are preliminary and not final. There can be no assurance that these results will not vary from the final results reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 that it will file with the Commission.
Non-GAAP Financial Measures and Certain Definitions
The Company’s reported results are presented in accordance with GAAP. The Company also discloses the following non-GAAP financial measures: funds from operations (“FFO”), adjusted funds from operations (“AFFO”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses (“EBITDA re ”), net debt, net operating income
(“NOI”) and cash NOI (“Cash NOI”). The Com pany believes these non-GAAP financial measures are accepted industry measures used by analysts and investors to compare the operating performance of REITs.
FFO and AFFO
The Company computes FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among the Company’s peers primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales (which are dependent on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions).
To derive AFFO, the Company modifies the NAREIT computation of FFO to include other adjustments to GAAP net income related to certain items that it believes are not indicative of the Company’s core operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, amortization of market lease-related intangibles, amortization of capitalized lease incentives, capitalized interest expense, transaction costs and other non-cash charges. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. The Company believes that AFFO is an additional useful supplemental measure for investors to consider because it will help them to better assess the Company’s operating performance without the distortions created by non-cash and certain other revenues and expenses.
FFO and AFFO do not include all items of revenue and expense included in net income, nor do they represent cash generated from operating activities, and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. FFO and AFFO may not be comparable to similarly titled measures reported by other companies.
EBITDA and EBITDAre
The Company calculates EBITDA as earnings before interest, income taxes and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDA re . The Company computes EBITDA re in accordance with the definition adopted by NAREIT. NAREIT defines EBITDA re as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses. The Company presents EBITDA and EBITDA re as they are measures commonly used in its industry and the Company believes that these measures are useful to investors and analysts
because they provide important supplemental information concerning its operating performance, exclusive of certain non-cash items and other costs. The Company uses EBITDA and EBITDAre as measures of its operating performance and not as measures of liquidity.
EBITDA and EBITDA re are not measures of financial performance under GAAP, and the Company’s EBITDA and EBITDA re may not be comparable to similarly titled measures reported by other companies. You should not consider EBITDA and EBITDA re as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
Net Debt
The Company calculates its net debt as our gross debt (defined as total debt plus net deferred financing costs on its secured borrowings) less cash and cash equivalents and restricted cash deposits held for the benefit of lenders. The Company believes excluding cash and cash equivalents and restricted cash deposits held for the benefit of lenders from gross debt, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid, which it believes is a beneficial disclosure to investors and analysts.
NOI and Cash NOI
The Company calculates NOI as total revenues less property expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss. Cash NOI further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue, amortization of capitalized lease incentives, amortization of market lease-related intangibles and other non-cash charges. The Company believes NOI and Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level and present such items on an unlevered basis.
NOI and Cash NOI are not measures of financial performance under GAAP, and the Company’s NOI and Cash NOI may not be comparable to similarly titled measures reported by other companies. You should not consider the Company’s NOI and Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
Adjusted EBITDAre / Adjusted NOI / Adjusted Cash NOI
The Company adjusts EBITDA re , NOI and Cash NOI based on an estimate calculated as if all acquisition and disposition activity that took place during the current quarter had occurred on the first day of the quarter. The Company then annualizes these estimates for the current quarter by multiplying them by four, which it believes provides a meaningful estimate of the Company’s current run rate for all properties owned as of the end of the current quarter. You should not unduly rely on these measures as they are based on assumptions and estimates that may prove to be inaccurate. The Company’s actual reported EBITDA re , NOI and Cash NOI for future periods may be significantly less than these estimates of current run rates for a variety of reasons.
Cash ABR means annualized contractually specified cash base rent in effect as of the end of the current quarter for all of the Company’s leases (including those accounted for as direct financing leases) commenced as of that date and annualized cash interest on its mortgage loans receivable as of that date.
Cash Cap Rate
Cash Cap Rate means annualized contractually specified cash base rent for the first full month after acquisition or disposition divided by the purchase or sale price, as applicable, for the property.
GAAP Cap Rate
GAAP Cap Rate means annualized rental income computed in accordance with GAAP for the first full month after acquisition divided by the purchase price, as applicable, for the property.
Rent Coverage Ratio
Rent coverage ratio means the ratio of tenant-reported or, when unavailable, management’s estimate based on tenant-reported financial information, annual EBITDA and cash rent attributable to the leased property (or properties, in the case of a master lease) to the annualized base rental obligation as of a specified date.
Essential Properties Realty Trust, Inc.
Consolidated Statements of Operations
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Three Months Ended December 31, |
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Year Ended December 31, |
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(in thousands, except share and per share data) |
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2018 |
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2017 |
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2018 |
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2017 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Audited) |
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Revenues: |
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Rental revenue 1 |
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$ |
27,825 |
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$ |
17,268 |
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$ |
94,944 |
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$ |
53,373 |
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Interest income on loans and direct financing leases |
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277 |
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63 |
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656 |
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293 |
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Other revenue 2 |
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548 |
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135 |
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623 |
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783 |
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Total revenues |
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28,650 |
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17,466 |
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96,223 |
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54,449 |
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Expenses: |
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Interest |
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6,718 |
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7,382 |
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30,192 |
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22,574 |
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General and administrative |
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3,891 |
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2,163 |
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13,762 |
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8,775 |
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Property expenses 3 |
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759 |
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470 |
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1,980 |
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1,547 |
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Depreciation and amortization |
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8,510 |
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6,275 |
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31,352 |
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19,516 |
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Provision for impairment of real estate |
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977 |
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941 |
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4,503 |
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2,377 |
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Total expenses |
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20,855 |
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17,231 |
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81,789 |
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54,789 |
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Other operating income: |
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Gain on dispositions of real estate, net |
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345 |
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3,012 |
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5,445 |
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6,748 |
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Income from operations |
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8,140 |
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3,247 |
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19,879 |
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6,408 |
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Other income: |
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Interest |
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211 |
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26 |
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930 |
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49 |
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Income before income tax expense |
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8,351 |
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3,273 |
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20,809 |
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6,457 |
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Income tax expense |
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52 |
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128 |
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195 |
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161 |
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Net income |
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8,299 |
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3,145 |
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20,614 |
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6,296 |
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Net income attributable to non-controlling interests |
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(2,519 |
) |
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— |
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(5,001 |
) |
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— |
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Net income attributable to stockholders and members |
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$ |
5,780 |
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$ |
3,145 |
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$ |
15,613 |
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$ |
6,296 |
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Basic weighted-average shares outstanding |
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43,057,802 |
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Basic net income per share |
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$ |
0.13 |
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Diluted weighted-average shares outstanding |
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62,217,218 |
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Diluted net income per share |
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$ |
0.13 |
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1. |
Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $205 and $195 for the three months ended December 31, 2018 and 2017 and $1,082 and $1,123 for the years ended December 31, 2018 and 2017, respectively. |
2. |
Includes reimbursable income from our tenants of $502 and $109 for the three months ended December 31, 2018 and 2017 and $589 and $120 for the years ended December 31, 2018 and 2017, respectively. |
3. |
Includes reimbursable expenses from our tenants of $502 and $17 for the three months ended December 31, 2018 and 2017 and $534 and $27 for the years ended December 31, 2018 and 2017, respectively.
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Essential Properties Realty Trust, Inc.
Consolidated Balance Sheets
(in thousands, except share, per share, unit and per unit amounts) |
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December 31, 2018 |
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December 31, 2017 |
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(Unaudited) |
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(Audited) |
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ASSETS |
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Investments: |
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Real estate investments, at cost: |
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Land and improvements |
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$ |
420,848 |
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$ |
278,985 |
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Building and improvements |
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885,656 |
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584,385 |
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Lease incentive |
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2,794 |
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|
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2,275 |
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Construction in progress |
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1,325 |
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4,076 |
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Intangible lease assets |
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66,421 |
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62,453 |
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Total real estate investments, at cost |
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1,377,044 |
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932,174 |
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Less: accumulated depreciation and amortization |
|
|
(51,855 |
) |
|
|
|
|
(24,825 |
) |
Total real estate investments, net |
|
|
1,325,189 |
|
|
|
|
|
907,349 |
|
Loans and direct financing lease receivables, net |
|
|
17,505 |
|
|
|
|
|
2,725 |
|
Real estate investments held for sale, net |
|
|
— |
|
|
|
|
|
4,173 |
|
Net investments |
|
|
1,342,694 |
|
|
|
|
|
914,247 |
|
Cash and cash equivalents |
|
|
4,236 |
|
|
|
|
|
7,250 |
|
Restricted cash |
|
|
12,003 |
|
|
|
|
|
12,180 |
|
Straight-line rent receivable, net |
|
|
14,255 |
|
|
|
|
|
5,498 |
|
Prepaid expenses and other assets, net |
|
|
7,712 |
|
|
|
|
|
3,045 |
|
Total assets |
|
$ |
1,380,900 |
|
|
|
|
$ |
942,220 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Secured borrowings, net of deferred financing costs |
|
$ |
506,116 |
|
|
|
|
$ |
511,646 |
|
Notes payable to related party |
|
|
— |
|
|
|
|
|
230,000 |
|
Revolving credit facility |
|
|
34,000 |
|
|
|
|
|
— |
|
Intangible lease liabilities, net |
|
|
11,616 |
|
|
|
|
|
12,321 |
|
Intangible lease liabilities held for sale, net |
|
|
— |
|
|
|
|
|
129 |
|
Dividend payable |
|
|
13,189 |
|
|
|
|
|
— |
|
Accrued liabilities and other payables |
|
|
4,938 |
|
|
|
|
|
6,722 |
|
Total liabilities |
|
|
569,859 |
|
|
|
|
|
760,818 |
|
Commitments and contingencies |
|
|
— |
|
|
|
|
|
— |
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of December 31, 2018 |
|
|
— |
|
|
|
|
|
— |
|
Common stock, $0.01 par value; 500,000,000 authorized; 43,749,092 issued and outstanding as of December 31, 2018 |
|
|
431 |
|
|
|
|
|
— |
|
Additional paid-in capital |
|
|
569,407 |
|
|
|
|
|
— |
|
Distributions in excess of cumulative earnings |
|
|
(7,659 |
) |
|
|
|
|
— |
|
Members' equity: |
|
|
|
|
|
|
|
|
|
|
Class A units, $1,000 per unit, 83,700 issued and outstanding as of December 31, 2017 |
|
|
— |
|
|
|
|
|
86,668 |
|
Class B units, 8,550 issued, 1,610 vested and outstanding as of December 31, 2017 |
|
|
— |
|
|
|
|
|
574 |
|
Class C units, $1,000 per unit, 91,450 issued and outstanding as of December 31, 2017 |
|
|
— |
|
|
|
|
|
94,064 |
|
Class D Units, 3,000 issued, 600 vested and outstanding as of December 31, 2017 |
|
|
— |
|
|
|
|
|
96 |
|
Total stockholders' / members' equity |
|
|
562,179 |
|
|
|
|
|
181,402 |
|
Non-controlling interests |
|
|
248,862 |
|
|
|
|
|
— |
|
Total equity |
|
|
811,041 |
|
|
|
|
|
181,402 |
|
Total liabilities and equity |
|
$ |
1,380,900 |
|
|
|
|
$ |
942,220 |
|
Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures
|
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
(unaudited, in thousands except per share amounts) |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Net income |
|
$ |
8,299 |
|
|
$ |
3,145 |
|
|
$ |
20,614 |
|
|
$ |
6,296 |
|
Depreciation and amortization of real estate |
|
|
8,496 |
|
|
|
6,274 |
|
|
|
31,335 |
|
|
|
19,513 |
|
Provision for impairment of real estate |
|
|
977 |
|
|
|
941 |
|
|
|
4,503 |
|
|
|
2,377 |
|
Gain on dispositions of real estate, net |
|
|
(345 |
) |
|
|
(3,012 |
) |
|
|
(5,445 |
) |
|
|
(6,748 |
) |
Funds from Operations |
|
|
17,427 |
|
|
|
7,348 |
|
|
|
51,007 |
|
|
|
21,438 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rental revenue, net |
|
|
(2,499 |
) |
|
|
(1,178 |
) |
|
|
(8,214 |
) |
|
|
(4,254 |
) |
Non-cash interest expense |
|
|
816 |
|
|
|
574 |
|
|
|
2,798 |
|
|
|
1,884 |
|
Non-cash compensation expense |
|
|
1,042 |
|
|
|
260 |
|
|
|
2,440 |
|
|
|
841 |
|
Amortization of market lease-related intangibles |
|
|
52 |
|
|
|
(196 |
) |
|
|
336 |
|
|
|
531 |
|
Amortization of capitalized lease incentives |
|
|
43 |
|
|
|
38 |
|
|
|
159 |
|
|
|
139 |
|
Capitalized interest expense |
|
|
(11 |
) |
|
|
(93 |
) |
|
|
(225 |
) |
|
|
(242 |
) |
Transaction costs |
|
|
(1 |
) |
|
|
— |
|
|
|
57 |
|
|
|
— |
|
Other non-cash items |
|
|
84 |
|
|
|
— |
|
|
|
84 |
|
|
|
— |
|
Adjusted Funds from Operations |
|
$ |
16,953 |
|
|
$ |
6,753 |
|
|
$ |
48,442 |
|
|
$ |
20,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share 1 : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per share 1 : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
AFFO per share 1 : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Calculations exclude $145 from the numerator related to dividends paid on our unvested restricted share awards.
|
Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures
|
|
Three Months Ended |
|
|
(in thousands) |
|
December 31, 2018 |
|
|
Net income |
|
$ |
8,299 |
|
Depreciation and amortization |
|
|
8,510 |
|
Interest expense |
|
|
6,718 |
|
Interest income |
|
|
(211 |
) |
Income tax expense |
|
|
52 |
|
EBITDA |
|
|
23,368 |
|
Provision for impairment of real estate |
|
|
977 |
|
Gain on dispositions of real estate, net |
|
|
(345 |
) |
EBITDAre |
|
|
24,000 |
|
Adjustment for current quarter acquisition and disposition activity 1 |
|
|
1,396 |
|
Adjusted EBITDA re |
|
|
25,396 |
|
General and administrative |
|
|
3,891 |
|
Adjusted net operating income ("NOI") |
|
|
29,287 |
|
Straight-line rental revenue, net 1 |
|
|
(2,542 |
) |
Amortization of market lease-related intangibles |
|
|
52 |
|
Amortization of capitalized lease incentives |
|
|
43 |
|
Other non-cash items |
|
|
5 |
|
Adjusted Cash NOI |
|
$ |
26,845 |
|
|
|
|
|
|
Annualized EBITDA re |
|
$ |
96,000 |
|
Annualized Adjusted EBITDA re |
|
$ |
101,584 |
|
Annualized Adjusted NOI |
|
$ |
117,148 |
|
Annualized Adjusted Cash NOI |
|
$ |
107,380 |
|
1. |
Adjustment assumes all acquisitions and dispositions of real estate investments made during the three months ended December 31, 2018 had occurred on October 1, 2018. |
Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures
(dollars in thousands, except per share amounts) |
|
December 31, 2018 |
|
|
Secured debt: |
|
|
|
|
Series 2016-1, Class A |
|
$ |
255,078 |
|
Series 2016-1, Class B |
|
|
17,244 |
|
Series 2017-1, Class A |
|
|
227,129 |
|
Series 2017-1, Class B |
|
|
15,669 |
|
Total secured debt |
|
|
515,120 |
|
|
|
|
|
|
Unsecured debt: |
|
|
|
|
Revolving credit facility 1 |
|
|
34,000 |
|
Total unsecured debt |
|
|
34,000 |
|
Gross debt |
|
|
549,120 |
|
Less: cash & cash equivalents |
|
|
(4,236 |
) |
Less: restricted cash deposits held for the benefit of lenders |
|
|
(12,003 |
) |
Net debt |
|
|
532,881 |
|
|
|
|
|
|
Equity: |
|
|
|
|
Preferred stock |
|
|
— |
|
Common stock & OP units (62,805,644 shares @ $13.84/share as of 12/31/18) 2 |
|
|
869,230 |
|
Total equity |
|
|
869,230 |
|
Total enterprise value ("TEV") |
|
$ |
1,402,111 |
|
|
|
|
|
|
Net debt / TEV |
|
|
38.0 |
% |
Net debt / Annualized EBITDA re |
|
|
5.6 |
x |
Net debt / Annualized Adjusted EBITDA re |
|
|
5.2 |
x |
1. |
The Company’s revolving credit facility provides a maximum aggregate initial original principal amount of up to $300 million and includes an accordion feature to increase, subject to certain conditions, the maximum availability of the facility by up to $200 million. |
2. |
Common equity & units as of December 31, 2018, based on 43,749,092 common shares outstanding (including unvested restricted share awards) and 19,056,552 OP units held by non-controlling interests. |
Investor/Media:
Essential Properties Realty Trust, Inc.
Daniel Donlan
Senior Vice President, Capital Markets
609-436-0619
info@essentialproperties.com
Source: Essential Properties Realty Trust, Inc.
Supplemental Operating & Financial Data Fourth Quarter Ended December 31, 2018 Exhibit 99.2
Table of Contents 242, 242, 242 Financial Summary Consolidated Statements of Operations 2 Funds from Operations and Adjusted Funds from Operations 3 Consolidated Balance Sheets 4 GAAP Reconciliations to EBITDAre, GAAP NOI and Cash NOI 5 Market Capitalization, Debt Summary and Leverage Metrics 6 Net Investment Activity Investment Summary 7 Disposition Summary 8 Portfolio Summary Portfolio Highlights 9 Tenant and Industry Diversification 10 Portfolio Health 11 Leasing Summary Leasing Expiration Schedule, Leasing Activity and Statistics 12 Same-Store Analysis 13 Lease Escalations 14 Glossary 15-17
Financial Summary Consolidated Statements of Operations 242, 242, 242 Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $205 and $195 for the three months ended December 31, 2018 and 2017 and $1,082 and $1,123 for the years ended December 31, 2018 and 2017, respectively. Includes reimbursable income from our tenants of $502 and $109 for the three months ended December 31, 2018 and 2017 and $589 and $120 for the years ended December 31, 2018 and 2017, respectively. Includes reimbursable expenses from our tenants of $502 and $17 for the three months ended December 31, 2018 and 2017 and $534 and $27 for the years ended December 31, 2018 and 2017, respectively. Three Months Ended December 31, Year Ended December 31, (in thousands, except share and per share data) 2018 2017 2018 2017 (unaudited) (unaudited) (unaudited) (audited) Revenues: Rental revenue1 $ 27,825 $ 17,268 $ 94,944 $ 53,373 Interest income on loans and direct financing leases 277 63 656 293 Other revenue 548 135 623 783 Total revenues 28,650 17,466 96,223 54,449 Expenses: Interest 6,718 7,382 30,192 22,574 General and administrative 3,891 2,163 13,762 8,775 Property expenses 759 470 1,980 1,547 Depreciation and amortization 8,510 6,275 31,352 19,516 Provision for impairment of real estate 977 941 4,503 2,377 Total expenses 20,855 17,231 81,789 54,789 Other operating income: Gain on dispositions of real estate, net 345 3,012 5,445 6,748 Income from operations 8,140 3,247 19,879 6,408 Other income: Interest 211 26 930 49 Income before income tax expense 8,351 3,273 20,809 6,457 Income tax expense 52 128 195 161 Net income 8,299 3,145 20,614 6,296 Net income attributable to non-controlling interests (2,519) — (5,001) — Net income attributable to stockholders and members $ 5,780 $ 3,145 $ 15,613 $ 6,296 Basic weighted-average shares outstanding 43,057,802 Basic net income per share $ 0.13 Diluted weighted-average shares outstanding 62,217,218 Diluted net income per share $ 0.13
Financial Summary Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) 242, 242, 242 Three Months Ended December 31, Year Ended December 31, (unaudited, in thousands except per share amounts) 2018 2017 2018 2017 Net income $ 8,299 $ 3,145 $ 20,614 $ 6,296 Depreciation and amortization of real estate 8,496 6,274 31,335 19,513 Provision for impairment of real estate 977 941 4,503 2,377 Gain on dispositions of real estate, net (345) (3,012) (5,445) (6,748) Funds from Operations 17,427 7,348 51,007 21,438 Adjustments: Straight-line rental revenue, net (2,499) (1,178) (8,214) (4,254) Non-cash interest expense 816 574 2,798 1,884 Non-cash compensation expense 1,042 260 2,440 841 Amortization of market lease-related intangibles 52 (196) 336 531 Amortization of capitalized lease incentives 43 38 159 139 Capitalized interest expense (11) (93) (225) (242) Transaction costs (1) — 57 — Other non-cash items 84 — 84 — Adjusted Funds from Operations $ 16,953 $ 6,753 $ 48,442 $ 20,337 Net income per share1: Basic $ 0.13 Diluted $ 0.13 FFO per share1: Basic $ 0.28 Diluted $ 0.28 AFFO per share1: Basic $ 0.27 Diluted $ 0.27 Calculations exclude $145 from the numerator related to dividends paid on our unvested restricted share awards.
Financial Summary Consolidated Balance Sheets 242, 242, 242 December 31, 2018 December 31, 2017 (in thousands, except share, per share, unit and per unit amounts) (unaudited) (audited) ASSETS Investments: Real estate investments, at cost: Land and improvements $ 420,848 $ 278,985 Building and improvements 885,656 584,385 Lease incentive 2,794 2,275 Construction in progress 1,325 4,076 Intangible lease assets 66,421 62,453 Total real estate investments, at cost 1,377,044 932,174 Less: accumulated depreciation and amortization (51,855) (24,825) Total real estate investments, net 1,325,189 907,349 Loans and direct financing lease receivables, net 17,505 2,725 Real estate investments held for sale, net — 4,173 Net investments 1,342,694 914,247 Cash and cash equivalents 4,236 7,250 Restricted cash 12,003 12,180 Straight-line rent receivable, net 14,255 5,498 Prepaid expenses and other assets, net 7,712 3,045 Total assets $ 1,380,900 $ 942,220 LIABILITIES AND EQUITY Secured borrowings, net of deferred financing costs $ 506,116 $ 511,646 Notes payable to related party — 230,000 Revolving credit facility 34,000 — Intangible lease liabilities, net 11,616 12,321 Intangible lease liabilities held for sale, net — 129 Dividend payable 13,189 — Accrued liabilities and other payables 4,938 6,722 Total liabilities 569,859 760,818 Commitments and contingencies — — Stockholders' equity: Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of December 31, 2018 — — Common stock, $0.01 par value; 500,000,000 authorized; 43,749,092 issued and outstanding as of December 31, 2018 431 — Additional paid-in capital 569,407 — Distributions in excess of cumulative earnings (7,659) — Members' equity: Class A units, $1,000 per unit, 83,700 issued and outstanding as of December 31, 2017 — 86,668 Class B units, 8,550 issued, 1,610 vested and outstanding as of December 31, 2017 — 574 Class C units, $1,000 per unit, 91,450 issued and outstanding as of December 31, 2017 — 94,064 Class D Units, 3,000 issued, 600 vested and outstanding as of December 31, 2017 — 96 Total stockholders' / members' equity 562,179 181,402 Non-controlling interests 248,862 — Total equity 811,041 181,402 Total liabilities and equity $ 1,380,900 $ 942,220
Financial Summary GAAP Reconciliations to EBITDAre, GAAP NOI, Cash NOI and Estimated Run Rate Metrics 242, 242, 242 Adjustment assumes all acquisitions and dispositions of real estate investments made during the three months ended December 31, 2018 had occurred on October 1, 2018. Three Months Ended (unaudited, in thousands) December 31, 2018 Net income $ 8,299 Depreciation and amortization 8,510 Interest expense 6,718 Interest income (211) Income tax expense 52 EBITDA 23,368 Provision for impairment of real estate 977 Gain on dispositions of real estate, net (345) EBITDAre 24,000 Adjustment for current quarter acquisition and disposition activity1 1,396 Adjusted EBITDAre - Current Estimated Run Rate 25,396 General and administrative 3,891 Adjusted net operating income ("NOI") 29,287 Straight-line rental revenue, net1 (2,542) Amortization of market lease-related intangibles 52 Amortization of capitalized lease incentives 43 Other non-cash items 5 Adjusted Cash NOI $ 26,845 Annualized EBITDAre $ 96,000 Annualized Adjusted EBITDAre $ 101,584 Annualized Adjusted NOI $ 117,148 Annualized Adjusted Cash NOI $ 107,380
Financial Summary Market Capitalization, Debt Summary and Leverage Metrics 242, 242, 242 Maturity figures for our secured debt are based off of our anticipated repayment schedule. The Series 2016-1 notes mature in November 2046 but have an anticipated repayment date of November 2021. The Series 2017-1 notes mature in June 2047 but have an anticipated repayment date of June 2024. The Series 2016-1 notes can be prepaid without penalty starting on November 26, 2019. The Series 2017-1 notes can be prepaid without penalty starting on November 26, 2021. Our revolving credit facility provides a maximum aggregate initial original principal amount of up to $300 million and includes an accordion feature to increase, subject to certain conditions, the maximum availability of the facility by up to $200 million. Common equity & units as of December 31, 2018, based on 43,749,092 common shares outstanding (including unvested restricted share awards) and 19,056,552 OP units held by non-controlling interests, and share price as of the close of trading on December 31, 2018. December 31, 2018 Rate Maturity1 Secured debt: Series 2016-1, Class A $ 255,079 4.45% 2.9 years Series 2016-1, Class B 17,243 5.43% 2.9 years Series 2017-1, Class A 227,129 4.10% 5.5 years Series 2017-1, Class B 15,669 5.11% 5.5 years Total secured debt 515,120 4.35% 4.1 years Unsecured debt: Revolving credit facility2 34,000 LIBOR plus 1.45% to 2.15% 3.5 years Total unsecured debt 34,000 Gross debt 549,120 4.1 years Less: cash & cash equivalents (4,236) Less: restricted cash deposits held for the benefit of lenders (12,003) Net debt 532,881 Equity: Preferred stock — Common stock & OP units (62,805,644 shares @ $13.84/share)3 869,230 Total equity 869,230 Total enterprise value ("TEV") $ 1,402,111 Net Debt / TEV 38.0% Net Debt / Annualized EBITDAre 5.6x Net Debt / Annualized Adjusted EBITDAre 5.2x
Net Investment Activity Investment Summary 242, 242, 242 Cash ABR for the first full month after the investment divided by the purchase price for the property. GAAP rent for the first twelve months after the investment divided by the purchase price for the property. As a percentage of cash ABR for that particular quarter. In aggregate includes the purchase of eight properties with no unit-level reporting per the lease; however, the Company was able to receive financials due to existing relationships with the tenants. Includes a $5.7M mortgage loan that contractually converts to a 20 year master lease in 2019. Excludes one property securing $3.5 million of short-term financing. Investments 1Q 2017 2Q 2017 3Q 2017 4Q 2017 1Q 2018 2Q 2018 3Q 20185 4Q 20186 Number of Transactions 12 11 18 21 16 23 34 24 Property Count 35 37 50 90 28 86 62 39 Avg. Investment per Unit (in 000s) $4,108 $2,474 $2,728 $1,742 $2,195 $2,438 $2,042 $2,572 Cash Cap Rates1 7.5% 7.6% 7.7% 7.7% 7.8% 7.6% 7.6% 7.6% GAAP Cap Rates2 8.0% 8.9% 8.9% 8.7% 8.3% 8.7% 8.5% 8.5% Master Lease %3 83% 71% 73% 65% 33% 82% 58% 57% Sale-Leaseback %3 86% 76% 94% 75% 68% 90% 77% 83% % of Financial Reporting3 100% 100% 98% 100% 100% 96%4 100% 90%4 Rent Coverage Ratio 3.1x 4.0x 2.8x 3.1x 2.3x 2.4x 2.7x 2.8x Lease Term Years 17.0 17.3 18.4 15.5 14.1 17.2 16.1 16.6
Net Investment Activity Disposition Summary 242, 242, 242 Net of transaction costs. Gains/(losses) based on our aggregate allocated purchase price. Cash ABR at time of sale divided by gross sale price (excluding transaction costs) for the property. Property count excludes dispositions in which only a portion of the owned parcel is sold. Excludes one property sold pursuant to an existing tenant purchase option. Excludes the sale of one leasehold property. Dispositions 1Q 2017 2Q 2017 3Q 2017 4Q 2017 1Q 2018 2Q 2018 3Q 2018 4Q 2018 Realized Gain/(Loss)1,2 (0.8%) 8.9% 10.2% 15.9% (1.7%) 9.7%5 (6.6%)6 0.4% Cash Cap Rate on Leased Assets3 6.5% 6.5% 6.1% 6.4% 6.7% 7.1%5 (6.8%)6 6.9% Leased Properties Sold4 3 6 8 9 5 8 17 7 Vacant Properties Sold4 4 8 6 3 1 2 4 1 Rent Coverage Ratio 3.1x 2.0x 2.4x 1.8x 0.8x 2.1x5 1.8x6 1.8x
Portfolio Summary Portfolio Highlights 242, 242, 242 Investment Properties (#)1 677 Square Footage (mm) 6.0 Tenants (#) 161 Concepts (#) 180 Industries (#) 15 States (#) 43 Weighted Average Remaining Lease Term (Years)3 14.2 Triple-Net Leases (% of Cash ABR) 91.9% Master Leases (% of Cash ABR) 67.4% Sale-Leaseback (% of Cash ABR)2 82.2% Unit-Level Rent Coverage 2.8x Unit-Level Financial Reporting (% of Cash ABR) 97.5% Occupancy (%) 100% Top 10 Tenants (% of Cash ABR) 33.1% Average Investment Per Property ($mm) $2.0 Average Transaction Size ($mm)2 $7.1 Total Cash ABR ($mm) $106.8 Includes one undeveloped land parcel and 12 properties that secured mortgage note receivables. Exclusive of GE Seed Portfolio. Includes a $5.7M mortgage loan that contractually converts to a 20 year master lease in 2019. As of December 31, 2018
Portfolio Summary Tenant and Industry Diversification 242, 242, 242 Top 10 Tenants3 Properties % of Cash ABR 77 5.0% 5 4.1% 13 3.9% 15 3.6% 5 3.4% 13 2.9% 26 2.7% 3 2.5% 19 2.5% 5 2.5% Top 10 Tenants 181 33.1% Total 677 100.0% Top 10 Tenant Exposure Diversification by Industry Excludes one undeveloped land parcel. Calculation excludes properties with no annualized base rent and properties under construction. Represents tenant or guarantor. Tenant Industry Type of Business Cash ABR ($'000s) % of Cash ABR # of Properties1 Building SqFt ('000s) Rent Per SqFt2 Quick Service Service $ 15,494 14.5% 197 530,224 $ 29.61 Car Washes Service 12,107 11.3% 46 218,982 55.29 Early Childhood Education Service 11,152 10.4% 48 578,017 18.73 Medical / Dental Service 10,260 9.6% 82 449,359 22.83 Convenience Stores Service 9,620 9.0% 80 314,866 30.55 Casual Dining Service 7,661 7.2% 56 326,846 23.87 Automotive Service Service 6,662 6.2% 51 372,994 18.13 Other Services Service 4,053 3.8% 24 188,415 20.20 Family Dining Service 3,875 3.6% 25 147,198 26.32 Service Subtotal $ 80,884 75.7% 609 3,126,900 $ 25.84 Health and Fitness Experience 8,742 8.2% 19 761,013 11.03 Movie Theatres Experience 4,295 4.0% 6 293,206 14.65 Entertainment Experience 3,455 3.2% 12 408,640 8.46 Experience Subtotal $ 16,492 15.4% 37 1,462,859 $ 11.04 Home Furnishings Retail 6,601 6.2% 10 493,027 13.39 Grocery Retail 212 0.2% 1 32,190 6.58 Retail Subtotal $ 6,813 6.4% 11 525,217 $ 12.97 Building Materials Other 2,643 2.5% 19 896,956 2.95 Total $ 106,832 100.0% 676 6,011,932 $ 17.67
Portfolio Summary Portfolio Health 242, 242, 242 Tenant Financial Reporting % of Cash ABR by Unit-Level Coverage Tranche1 Unit-Level Coverage by Lease Expiration Unit-Level Coverage by Tenant Credit2 Note: ‘NR’ means not reported. Certain tenants, whose leases do not require unit-level financial reporting, provide the Company with unit-level financial information. The data shown includes unit-level coverage for these leases. The chart illustrates the portions of annualized base rent as of December 31, 2018 attributable to leases with tenants having specified implied credit ratings based on their Moody’s RiskCalc scores. Moody’s equates the EDF scores generated using RiskCalc with a corresponding credit rating. Tenant Financial Reporting Requirements % of Cash ABR Unit-Level Financial Information 97.5% Corporate-Level Financial Reporting 98.3% Both Unit-Level and Corporate-Level Financial Information 97.2% No Financial Information 1.1% 40.5% 20.4% Rent Coverage Ratio (x) Rent Coverage Ratio (x)
Cash % of # of Wgt. Avg. Renewed Per Re-Leased to New Tenant Total Year1 ABR2 Cash ABR Properties2 Coverage3 $(000)s Terms of Lease Without Vacancy After Vacancy Leasing 2019 $ 772 0.7% 10 3.0x Prior Cash ABR $ 1,125 975 - $ 2,100 2020 801 0.8% 9 2.8x New Cash ABR 1,090 997 - 2,087 2021 900 0.8% 13 3.5x Recovery Rate 96.9% 102.2% - 99.4% 2022 901 0.8% 7 3.6x Number of Leases 12 3 - 15 2023 6,973 6.5% 80 3.2x Average Months Vacant - - - - 2024 2,720 2.5% 21 2.6x % of Total Cash ABR 4 - - - 2.0% 2025 621 0.6% 8 3.8x 2026 1,888 1.8% 10 2.6x 2027 9,429 8.8% 53 2.5x 2028 2,886 2.7% 18 3.0x Vacant Properties at September 30, 2018 1 2029 477 0.4% 4 3.2x Expiration Activity + 0 2030 2,705 2.5% 33 4.7x Leasing Activity - 0 2031 4,129 3.9% 22 3.5x Vacant Property Sales - 1 2032 11,843 11.1% 77 2.9x Vacant Properties at December 31, 2018 0 2033 11,078 10.4% 51 2.3x 2034 3,606 3.4% 25 2.3x 2035 - - - - 2036 1,878 1.8% 18 2.4x 2037 23,348 21.9% 105 3.0x 2038 17,928 16.8% 94 2.3x 2039 1,000 0.9% 11 3.6x 2040 949 0.9% 7 2.9x Total $106,832 100.0% 676 2.8x Leasing Summary Leasing Expiration Schedule, Leasing Activity and Statistics 242, 242, 242 Expiration year of contracts in place as of December 31, 2018 and excludes any tenant option renewal periods that have not been exercised. Excludes one undeveloped land parcel. Weighted by Cash ABR as of December 31, 2018. New Cash ABR divided by Total Cash ABR as of December 31, 2018. Annual Lease Expiration by Cash ABR Leasing Activity – FY’2018 Leasing Statistics
Leasing Summary Same-Store Analysis 242, 242, 242 Same-Store Portfolio: All properties owned, excluding new sites under construction, for the entire same-store measurement period, which is October 1, 2017, through December 31, 2018. The same-store portfolio for Q4 2018 was comprised of 378 properties and represented 51.4% of our current portfolio as measured by contractual cash rent divided by our cash ABR at December 31, 2018. Contractual Cash Rent: The amount of cash rent our tenants are contractually obligated to pay per the in-place lease as of December 31, 2018; excludes percentage rent that is subject to sales breakpoints per the lease. Defined Terms Same-Store Portfolio Performance Contractual Cash Rent ($000s) % Type of Business Q4 2018 Q4 2017 Change Experience $ 1,072 $ 1,056 1.5% Retail 661 648 2.0% Service 1,509 1,488 1.4% Industrial 10,490 10,301 1.8% Vacant - - 0.0% Total Same-Store Rent $ 13,732 $ 13,493 1.8% - Property Operating Expense 171 180 -4.7% Total Same-Store NOI $ 13,561 $ 13,313 1.9%
Leasing Summary Lease Escalations 242, 242, 242 Leases contributing 97.1% of cash ABR provided for base rent escalation, generally ranging from 1.0% to 4.0% annually, with a weighted average annual escalation rate of 1.5%, which assumes 0.0% change in annual CPI 10.3% of contractual rent escalations by cash ABR are CPI-based, while 86.8% are based on fixed percentage or scheduled increases 76.8% of cash ABR derived from flat leases is attributable to leases that provide for contingent rent based on a percentage of the tenant’s gross sales at the leased property Based on cash ABR as of December 31, 2018. Represents the weighted average annual escalation rate of the entire portfolio as if all escalations occur annually. For leases in which rent escalates by the greater of a stated fixed percentage or CPI, we have assumed an escalation equal to the stated fixed percentage in the lease. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual escalation rate presented. Includes a $5.7M mortgage loan that contractually converts to a 20 year master lease with 1.35% annual escalations in 2019. Lease Escalation Frequency Lease Escalation Type Weighted Average Lease Escalation Frequency % of Cash ABR Annual Escalation Rate1,2 Annually3 78.1% 1.7% Every 2 years 0.6 1.0 Every 3 years 0.2 1.3 Every 4 years 0.7 0.8 Every 5 years 14.5 1.1 Other escalation frequencies 2.6 1.3 Flat 3.2 NA Total / Weighted Average 100.0% 1.5%
Glossary Supplemental Reporting Measures 242, 242, 242 FFO and AFFO Our reported results are presented in accordance with U.S. generally accepted accounting principles ("GAAP"). We also disclose funds from operations (“FFO”) and adjusted funds from operations (“AFFO”), both of which are non-GAAP financial measures. We believe these non-GAAP financial measures are accepted industry measures used by analysts and investors to compare the operating performance of REITs. We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales (which are dependent on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions). To derive AFFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to certain items that we believe are not indicative of our core operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, amortization of market lease-related intangibles, amortization of capitalized lease incentives, capitalized interest expense, transaction costs and other non-cash charges. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We believe that AFFO is an additional useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash and certain other revenues and expenses. FFO and AFFO do not include all items of revenue and expense included in net income, nor do they represent cash generated from operating activities, and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. FFO and AFFO may not be comparable to similarly titled measures reported by other companies.
Glossary Supplemental Reporting Measures 242, 242, 242 We also present our earnings before interest, taxes and depreciation and amortization for real estate (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses (“EBITDAre”), net debt, net operating income (“NOI”) and cash NOI (“Cash NOI”), all of which are non-GAAP financial measures. We believe these non-GAAP financial measures are accepted industry measures used by analysts and investors to compare the operating performance of REITs. EBITDA and EBITDAre We calculate EBITDA as earnings before interest, income taxes, and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDAre. We compute EBITDAre in accordance with the definition adopted by NAREIT. NAREIT defines EBITDAre as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses. We present EBITDA and EBITDAre as they are measures commonly used in our industry and we believe that these measures are useful to investors and analysts because they provide important supplemental information concerning our operating performance, exclusive of certain non-cash and other costs. We use EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures reported by other companies. You should not consider EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Net Debt We calculate our net debt as our gross debt (defined as total debt plus net deferred financing costs on our secured borrowings) less cash and cash equivalents and restricted cash deposits held for the benefit of lenders. We believe excluding cash and cash equivalents and restricted cash deposits held for the benefit of lenders from gross debt, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid, which we believe is a beneficial disclosure to investors and analysts. NOI and Cash NOI We calculate NOI as total revenues less property expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss. Cash NOI further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue, amortization of capitalized lease incentives and market lease-related intangibles and other non-cash charges. We believe NOI and Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level and present such items on an unlevered basis. NOI and Cash NOI are not measurements of financial performance under GAAP, and our NOI and Cash NOI may not be comparable to similarly titled measures reported by other companies. You should not consider our NOI and Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Adjusted EBITDAre / Adjusted NOI / Adjusted Cash NOI We adjust EBITDAre, NOI and Cash NOI based on an estimate calculated as if all acquisition and disposition activity that took place during the current quarter had been made on the first day of the quarter. We then annualize these estimates for the current quarter by multiplying them by four, which we believe provides a meaningful estimate of our current run rate for all properties owned as of the end of the current quarter. You should not unduly rely on these metrics as they are based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre, NOI and Cash NOI for future periods may be significantly less than these estimates of current run rates for a variety of reasons.
Glossary of Supplemental Reporting Measures Other Terms 242, 242, 242 Cash ABR Cash ABR means annualized contractually specified cash base rent in effect as of the end of the current quarter for all of our leases (including those accounted for as direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date. Rent Coverage Ratio Rent coverage ratio means the ratio of tenant-reported or, when unavailable, management’s estimate based on tenant-reported financial information, annual EBITDA and cash rent attributable to the leased property (or properties, in the case of a master lease) to the annualized base rental obligation as of a specified date. GE Seed Portfolio GE seed portfolio means our acquisition of a portfolio of 262 net leased properties on June 16, 2016, consisting primarily of restaurants, that were being sold as part of the liquidation of General Electric Capital Corporation for an aggregate purchase price of $279.8 million (including transaction costs). GAAP Cap Rate GAAP Cap Rate means annualized rental income computed in accordance with GAAP for the first full month after acquisition divided by the purchase price, as applicable, for the property. Cash Cap Rate Cash Cap Rate means annualized contractually specified cash base rent for the first full month after acquisition or disposition divided by the purchase or sale price, as applicable, for the property.