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

 

May 11, 2020

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)

 

 

001-38530

(Commission File Number)

 

 

82-4005693

(IRS Employer Identification No.)

 

902 Carnegie Center Blvd., Suite 520

Princeton, New Jersey

(Address of principal executive offices)

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

EPRT

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

 

 


 


Item 2.02 — Results of Operations and Financial Condition.

On May 11, 2020, Essential Properties Realty Trust, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months March 31, 2020. The press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01— Regulation FD Disclosure.

On May 11, 2020, the Company issued its Supplemental Operating & Financial Data—First Quarter Ended March 31, 2020. 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 May 11, 2020 for the quarter ended March 31, 2020

99.2

Supplemental Operating & Financial Data— First Quarter Ended March 31, 2020

 


 


SIGNATURES

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

 

 

ESSENTIAL PROPERTIES REALTY TRUST, INC.

 

 

 

 

Date:  May 11, 2020

 

By:

/s/ Anthony K. Dobkin

 

 

 

Anthony K. Dobkin

 

 

 

Interim Chief Financial Officer

 

 

 

Exhibit 99.1

Essential Properties Announces First Quarter 2020 Results

 

- Increased First Quarter Net Income per Share by 15.4% and AFFO per Share by 7.4% -

- Closed Quarterly Investments of $167.5 Million at a 7.1% Weighted Average Cash Cap Rate -

- Withdraws 2020 AFFO per Share Guidance -

- Collected 61% of April Rent -

 

May 11, 2020

 

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 ended March 31, 2020.

 

First Quarter 2020 Financial and Operating Highlights

 

 

Ended the quarter with a 99.5% leased portfolio with a weighted average lease term (“WALT”) of 14.6 years and a weighted average rent coverage ratio of 2.9x

 

Reduced top 10 tenant concentration to 23.1%, a 30 bps sequential decline

 

Invested $167.5 million in 63 properties at a 7.1% weighted average cash cap rate

 

Net income per fully diluted share increased 15% to $0.15 per share

 

Funds from Operations (“FFO”) per fully diluted share decreased 3% to $0.28 per share

 

Grew Core Funds from Operations (“Core FFO”) per fully diluted share by 3% to $0.30

 

Grew Adjusted Funds from Operations (“AFFO”) per fully diluted share by 7% to $0.29

 

Raised $206.3 million in gross proceeds from the sale of shares of common stock through a follow-on equity offering and the Company’s at-the-market equity program (“ATM Program”)

 

Net Debt to Annualized Adjusted EBITDAre was 4.6x at quarter end

 

Cash and cash equivalents and restricted cash plus available capacity under revolving credit facility of $549.1 million at quarter end

 

CEO Comments

 

Commenting on the first quarter 2020 results, Essential Properties’ President and Chief Executive Officer, Pete Mavoides, said, “Our first quarter results were consistent with past quarters as our reliable execution resulted in a high percentage of our first quarter investment activity being relationship-based sale-leaseback transactions with operators of service-oriented and experience-based businesses. However, with the Covid-19 pandemic and wide-spread stay-at-home orders having a significant impact on the vast majority of our tenants, our focus has shifted away from external growth in order to stabilize our portfolio by proactively collaborating with our tenants to manage through the current crisis. While much uncertainty remains, we are confident in our portfolio’s ability to produce an attractive and predictable stream of cash flow over the long-term. Our balance sheet remains in excellent shape with nearly $550 million in available liquidity at quarter-end. Coupled with our experienced team of professionals, we are well positioned to manage the current situation and position this Company for growth as we emerge.”

 


Net Investment Activity

 

Investments

During the quarter ended March 31, 2020, Essential Properties invested $167.5 million in 63 properties in 32 separate transactions at a weighted average cash and GAAP cap rate of 7.1% and 8.0%, respectively. These properties are 100% leased with a WALT of 16.1 years. As a percentage of cash ABR, 88.1% of the Company’s investments for the quarter ended March 31, 2020 came from sale-leaseback transactions, 54.1% were subject to a master lease and 100% are required to provide the Company with financial reporting.

 

Dispositions

During the quarter ended March 31, 2020, Essential Properties sold 10 properties for $19.6 million in net proceeds, recording a net gain on these dispositions of $1.9 million. The disposition weighted average cash cap rate on the properties sold in the quarter ended March 31, 2020 was 7.1%, excluding one property sold pursuant to an existing tenant purchase option.

 

Portfolio Update

 

Portfolio Highlights

As of March 31, 2020, Essential Properties’ portfolio consisted of 1,050 freestanding net lease properties, which included 92 properties that secured mortgage notes receivable, with a WALT of 14.6 years and a weighted average rent coverage ratio of 2.9x. As of the same date, the portfolio was 99.5% leased by 212 tenants operating 283 different concepts across 43 states in 16 industries. At quarter end, 94.4% of the Company’s cash ABR was generated from tenants that operate service-oriented or experience-based businesses, and 60.1% of its cash ABR was derived from properties subject to a master lease.

 

Leasing Activity

During the trailing 12 months ended March 31, 2020, the Company signed three new leases without vacancy and renewed three leases that were expiring for a total recovery rate of 80.5% vs. prior cash rents. Total leasing activity for the trailing 12 months ended March 31, 2020 represented 0.1% of total current cash ABR.

 

Leverage and Balance Sheet and Liquidity

 

Leverage

As of March 31, 2020, the Company’s ratio of net debt to Annualized Adjusted EBITDAre was 4.6x.

 


Balance Sheet and Liquidity

Essential Properties had $214.1 million of cash and cash equivalents and restricted cash as of March 31, 2020. Additionally, Essential Properties had $335 million of unused borrowing capacity under its $400 million unsecured revolving credit facility as of the same date, with $65.0 million in outstanding borrowings.

 

Partial Repayment of Series 2017-1 ABS Notes

In February 2020, Essential Properties repaid (without penalty) $62 million of its Series 2017-1 ABS Notes.

 

Seven-Year Unsecured Term Loan

In March 2020, Essential Properties drew the remaining $180 million on its $430 million seven-year unsecured term loan facility. In addition, the Company entered into forward swap agreements that lock in one-month LIBOR at 1.362% for the duration of the loan starting on July 9, 2020.

 

Follow-On Offering

In January 2020, Essential Properties completed a follow-on offering of 7,935,000 shares of its common stock, including 1,035,000 shares issued pursuant to the underwriters’ exercise of an option to purchase additional shares, raising gross proceeds of $200.0 million at $25.20 per share.

 

ATM Program

Essential Properties has a $200.0 million ATM Program through which it may, from time to time, sell shares of its common stock. Essential Properties uses the proceeds generated from its ATM Program for general corporate purposes, including funding its investment activity, the repayment or refinancing of outstanding indebtedness, working capital and other general purposes. During the quarter ended March 31, 2020, Essential Properties sold 253,698 shares of common stock through its ATM Program at an average price of $24.74 per share, raising gross proceeds of $6.3 million.

 

Dividend Information

 

As previously announced, on March 18, 2020 Essential Properties declared a cash dividend of $0.23 per share of common stock for the quarter ended March 31, 2020. The dividend was paid on April 15, 2020 to stockholders of record as of the close of business on March 31, 2020.

 


2020 Guidance

 

The Company has withdrawn its previously issued 2020 AFFO guidance due to the significant volatility in the capital markets and the unprecedented economic uncertainty related to the impact of COVID-19.

 

Conference Call Information

 

In conjunction with the release of Essential Properties’ operating results, the Company will host a conference call on Monday, May 11, 2020 at 10:00 a.m. EDT to discuss the results. To access the conference, dial (844) 369-8770. 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: 34443. The telephone replay will be available through May 25, 2020.

 

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—First Quarter Ended March 31, 2020 is available on Essential Properties’ website at investors.essentialproperties.com.

 

About Essential Properties Realty Trust, Inc.

 

Essential Properties Realty Trust, Inc. is an internally managed REIT 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 March 31, 2020, the Company’s portfolio consisted of 1,050 freestanding net lease properties with a weighted average lease term of 14.6 years and a weighted average rent coverage ratio of 2.9x. As of the same date, the Company’s portfolio was 99.5% leased to 212 tenants operating 283 different concepts in 16 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 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: FFO, Core FFO, 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 (“EBITDAre”), adjusted EBITDAre, annualized adjusted EBITDAre, net debt, net operating income (“NOI”) and cash NOI (“Cash NOI”). The Company believes these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.

 

FFO, Core 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, and may be useful to 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 and losses 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).

 

The Company computes Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of our core business operations. Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expense or other non-core amounts as they occur.

 

To derive AFFO, the Company modifies its computation of Core FFO to include other adjustments to GAAP net income related to certain items that it believes are not indicative of the Company’s operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, other amortization expense, other non-cash charges (including changes to our provision for loan losses following the adoption of ASC 326), capitalized interest expense and transaction costs. 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 when assessing the Company’s operating performance without the distortions created by non-cash items and certain other revenues and expenses.

 

FFO, Core FFO and AFFO do not include all items of revenue and expense included in net income, they do not 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. Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

 

EBITDA and EBITDAre

 

The Company computes 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. The Company computes 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. The Company presents EBITDA and EBITDAre 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 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 EBITDAre do not include all items of revenue and expense included in net income, they do not 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. Additionally, the Company’s computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

 

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 computes 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 and other amortization and non-cash charges. The Company believes NOI and Cash NOI provide useful and relevant information because they reflect only those revenue 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. 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. Additionally, the Company’s computation of NOI and Cash NOI may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

 

Adjusted EBITDAre / Adjusted NOI / Adjusted Cash NOI

 

The Company further adjusts EBITDAre, NOI and Cash NOI i) based on an estimate calculated as if all investment and disposition activity that took place during the quarter had occurred on the first day of the quarter, ii) to exclude certain GAAP income and expense amounts that the Company believes are infrequent and unusual in nature and iii) to eliminate the impact of lease termination fees and contingent rental revenue from its tenants which is subject to sales


thresholds specified in the lease. 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 investments 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 EBITDAre, NOI and Cash NOI for future periods may be significantly less than these estimates of current run rates.

 

Cash ABR

 

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 investment 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 investment 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.

 

Disclaimer

 

Essential Properties Realty Trust, Inc. and the Essential Properties Realty Trust REIT are not affiliated with or sponsored by Griffin Capital Essential Asset Operating Partnership, L.P. or the Griffin Capital Essential Asset REIT, information about which can be obtained at (https://www.gcear.com).



Essential Properties Realty Trust, Inc.

Consolidated Statements of Operations

 

 

 

Three Months Ended March 31,

 

(in thousands, except share and per share data)

 

2020

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Revenues:

 

 

 

 

 

 

 

 

Rental revenue1,2

 

$

39,542

 

 

$

30,774

 

Interest on loans and direct financing leases

 

 

1,938

 

 

 

326

 

Other revenue

 

 

7

 

 

 

7

 

Total revenues

 

 

41,487

 

 

 

31,107

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Interest

 

 

6,833

 

 

 

7,089

 

General and administrative3

 

 

7,536

 

 

 

4,188

 

Property expenses4

 

 

373

 

 

 

1,247

 

Depreciation and amortization

 

 

13,012

 

 

 

9,120

 

Provision for impairment of real estate

 

 

373

 

 

 

1,440

 

Provision for loan losses

 

 

468

 

 

 

-

 

Total expenses

 

 

28,595

 

 

 

23,084

 

Other operating income:

 

 

 

 

 

 

 

 

Gain on dispositions of real estate, net

 

 

1,875

 

 

 

676

 

Income from operations

 

 

14,767

 

 

 

8,699

 

Other (loss)/income:

 

 

 

 

 

 

 

 

Loss on repayment of secured borrowings5

 

 

(924

)

 

 

 

Interest

 

 

231

 

 

 

91

 

Income before income tax expense

 

 

14,074

 

 

 

8,790

 

Income tax expense

 

 

31

 

 

 

67

 

Net income

 

 

14,043

 

 

 

8,723

 

Net income attributable to non-controlling interests

 

 

(84

)

 

 

(2,594

)

Net income attributable to stockholders and members

 

$

13,959

 

 

$

6,129

 

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

 

90,322,402

 

 

 

45,240,247

 

Basic net income per share

 

$

0.15

 

 

$

0.13

 

Diluted weighted-average shares outstanding

 

 

91,332,297

 

 

 

64,640,054

 

Diluted net income per share

 

$

0.15

 

 

$

0.13

 

 

1.

Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $192 and $349 for the three months ended March 31, 2020 and 2019, respectively.

2.

Includes reimbursable income from the Company’s tenants of $165 and $743 for the three months ended March 31, 2020 and 2019, respectively.

3.

During the three months ended March 31, 2020, includes non-recurring expenses of $652 for costs and charges incurred in connection with the termination of one of our executive officers.

4.

Includes reimbursable expenses from the Company’s tenants of $165 and $743 for the three months ended March 31, 2020 and 2019, respectively.

5.

Includes the write-off of $924 of deferred financing costs during the three months ended March 31, 2020.


Essential Properties Realty Trust, Inc.

Consolidated Balance Sheets

 

(in thousands, except share and per share amounts)

 

March 31, 2020

 

 

 

 

December 31, 2019

 

 

 

(Unaudited)

 

 

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

 

 

Real estate investments, at cost:

 

 

 

 

 

 

 

 

 

 

Land and improvements

 

$

632,628

 

 

 

 

$

588,279

 

Building and improvements

 

 

1,317,406

 

 

 

 

 

1,224,682

 

Lease incentive

 

 

5,358

 

 

 

 

 

4,908

 

Construction in progress

 

 

11,558

 

 

 

 

 

12,128

 

Intangible lease assets

 

 

80,592

 

 

 

 

 

78,922

 

Total real estate investments, at cost

 

 

2,047,542

 

 

 

 

 

1,908,919

 

Less: accumulated depreciation and amortization

 

 

(100,473

)

 

 

 

 

(90,071

)

Total real estate investments, net

 

 

1,947,069

 

 

 

 

 

1,818,848

 

Loans and direct financing lease receivables, net

 

 

99,487

 

 

 

 

 

92,184

 

Real estate investments held for sale, net

 

 

1,528

 

 

 

 

 

1,211

 

Net investments

 

 

2,048,084

 

 

 

 

 

1,912,243

 

Cash and cash equivalents

 

 

192,616

 

 

 

 

 

8,304

 

Restricted cash

 

 

21,456

 

 

 

 

 

13,015

 

Straight-line rent receivable, net

 

 

29,117

 

 

 

 

 

25,926

 

Prepaid expenses and other assets, net

 

 

14,173

 

 

 

 

 

15,959

 

Total assets

 

$

2,305,446

 

 

 

 

$

1,975,447

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

Secured borrowings, net of deferred financing costs

 

$

173,470

 

 

 

 

$

235,336

 

Unsecured term loans, net of deferred financing costs

 

 

625,770

 

 

 

 

 

445,586

 

Revolving credit facility

 

 

65,000

 

 

 

 

 

46,000

 

Intangible lease liabilities, net

 

 

9,306

 

 

 

 

 

9,564

 

Dividend payable

 

 

21,295

 

 

 

 

 

19,395

 

Accrued liabilities and other payables

 

 

54,825

 

 

 

 

 

17,453

 

Total liabilities

 

 

949,666

 

 

 

 

 

773,334

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of March 31, 2020 and December 31, 2019

 

 

 

 

 

 

 

 

Common stock, $0.01 par value; 500,000,000 authorized; 91,949,849 and 83,761,151 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively

 

 

919

 

 

 

 

 

838

 

Additional paid-in capital

 

 

1,422,169

 

 

 

 

 

1,223,043

 

Distributions in excess of cumulative earnings

 

 

(34,878

)

 

 

 

 

(27,482

)

Accumulated other comprehensive loss

 

 

(39,820

)

 

 

 

 

(1,949

)

Total stockholders' equity

 

 

1,348,390

 

 

 

 

 

1,194,450

 

Non-controlling interests

 

 

7,390

 

 

 

 

 

7,663

 

Total equity

 

 

1,355,780

 

 

 

 

 

1,202,113

 

Total liabilities and equity

 

$

2,305,446

 

 

 

 

$

1,975,447

 

 


Essential Properties Realty Trust, Inc.

Reconciliation of Non-GAAP Financial Measures

 

 

 

Three Months Ended March 31,

 

(unaudited, in thousands except per share amounts)

 

2020

 

 

2019

 

Net income

 

$

14,043

 

 

$

8,723

 

Depreciation and amortization of real estate

 

 

12,988

 

 

 

9,097

 

Provision for impairment of real estate

 

 

373

 

 

 

1,440

 

Gain on dispositions of real estate, net

 

 

(1,875

)

 

 

(676

)

Funds from Operations

 

 

25,529

 

 

 

18,584

 

Other non-recurring expenses1

 

 

1,576

 

 

 

 

Core Funds from Operations

 

 

27,105

 

 

 

18,584

 

Adjustments:

 

 

 

 

 

 

 

 

Straight-line rental revenue, net

 

 

(3,191

)

 

 

(2,903

)

Non-cash interest expense

 

 

534

 

 

 

816

 

Non-cash compensation expense

 

 

1,291

 

 

 

1,226

 

Other amortization expense

 

 

434

 

 

 

228

 

Other non-cash charges

 

 

468

 

 

 

3

 

Capitalized interest expense

 

 

(95

)

 

 

(25

)

Transaction costs

 

 

67

 

 

 

 

Adjusted Funds from Operations

 

$

26,613

 

 

$

17,929

 

 

 

 

 

 

 

 

 

 

Net income per share2:

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

 

$

0.13

 

Diluted

 

$

0.15

 

 

$

0.13

 

FFO per share2:

 

 

 

 

 

 

 

 

Basic

 

$

0.28

 

 

$

0.29

 

Diluted

 

$

0.28

 

 

$

0.29

 

Core FFO per share2:

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

 

$

0.29

 

Diluted

 

$

0.30

 

 

$

0.29

 

AFFO per share2:

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.28

 

Diluted

 

$

0.29

 

 

$

0.27

 

 

1.

Includes non-recurring expenses of $652 for accruals of severance payments and acceleration of non-cash compensation expense in connection with the termination of one of our executive officers and our $924 loss on repayment of secured borrowings during the three months ended March 31, 2020.

2.

Calculations exclude $130 and $155 from the numerator for the three months ended March 31, 2020 and 2019, respectively, related to dividends paid on unvested restricted share awards and restricted share units.


Essential Properties Realty Trust, Inc.

Reconciliation of Non-GAAP Financial Measures

 

 

 

Three Months Ended

 

(in thousands)

 

March 31, 2020

 

Net income

 

$

14,043

 

Depreciation and amortization

 

 

13,012

 

Interest expense

 

 

6,833

 

Interest income

 

 

(231

)

Income tax expense

 

 

31

 

EBITDA

 

 

33,688

 

Provision for impairment of real estate

 

 

373

 

Gain on dispositions of real estate, net

 

 

(1,875

)

EBITDAre

 

 

32,186

 

Adjustment for current quarter investment and disposition activity1

 

 

1,846

 

Adjustment to exclude other non-recurring expenses2

 

 

2,044

 

Adjustment to exclude lease termination fees and certain percentage rent3

 

 

(98

)

Adjusted EBITDAre - Current Estimated Run Rate

 

 

35,978

 

General and administrative

 

 

6,884

 

Adjusted net operating income ("NOI")

 

 

42,862

 

Straight-line rental revenue, net1

 

 

(2,966

)

Other amortization expense

 

 

434

 

Adjusted Cash NOI

 

$

40,330

 

 

 

 

 

 

Annualized EBITDAre

 

$

128,744

 

Annualized Adjusted EBITDAre

 

$

143,912

 

Annualized Adjusted NOI

 

$

171,448

 

Annualized Adjusted Cash NOI

 

$

161,320

 

 

1.

These adjustments are made to reflect EBITDAre, NOI and Cash NOI as if all investments in and dispositions of real estate made during the three months ended March 31, 2020 had occurred on January 1, 2020.

2.

Adjustment excludes $1,576 of non-core expenses added back to compute Core FFO and our $468 provision for loan loss.

3.

Adjustment excludes contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease and lease termination fees.


Essential Properties Realty Trust, Inc.

Reconciliation of Non-GAAP Financial Measures

 

(dollars in thousands, except share and per share amounts)

 

March 31, 2020

 

Secured debt:

 

 

 

 

Series 2017-1, Class A

 

$

160,455

 

Series 2017-1, Class B

 

 

15,669

 

Total secured debt

 

 

176,124

 

 

 

 

 

 

Unsecured debt:

 

 

 

 

$200mm term loan

 

 

200,000

 

$430mm term loan

 

 

430,000

 

Revolving credit facility1

 

 

65,000

 

Total unsecured debt

 

 

695,000

 

Gross debt

 

 

871,124

 

Less: cash & cash equivalents

 

 

(192,616

)

Less: restricted cash deposits held for the benefit of lenders

 

 

(21,456

)

Net debt

 

 

657,052

 

 

 

 

 

 

Equity:

 

 

 

 

Preferred stock

 

 

 

Common stock & OP units (92,503,696 shares @ $13.06/share as of 3/31/20)2

 

 

1,208,098

 

Total equity

 

 

1,208,098

 

Total enterprise value ("TEV")

 

$

1,865,150

 

 

 

 

 

 

Net Debt / TEV

 

 

35.2

%

Net Debt / Annualized Adjusted EBITDAre

 

 

4.6

x

 

1.

The Company’s revolving credit facility provides a maximum aggregate initial original principal amount of up to $400 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 March 31, 2020, based on 91,949,849 common shares outstanding (including unvested restricted share awards) and 553,847 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.

SLIDE 0

Supplemental Operating & Financial Data First Quarter Ended March 31, 2020 Exhibit 99.2

SLIDE 1

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 Covid-19 Business Update 15 Glossary 16-17

SLIDE 2

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 $192 and $349 for the three months ended March 31, 2020 and 2019, respectively. Includes reimbursable income from our tenants of $165 and $743 for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, includes non-recurring expenses of $652 for costs and charges incurred in connection with the termination of one of our executive officers. Includes reimbursable expenses from our tenants of $165 and $743 for the three months ended March 31, 2020 and 2019, respectively. Includes the write-off of $924 of deferred financing costs during the three months ended March 31, 2020.     Three Months Ended March 31, (in thousands, except share and per share data)   2020   2019     (unaudited)   (unaudited) Revenues: Rental revenue1,2   $ 39,542   $ 30,774 Interest on loans and direct financing leases 1,938 326 Other revenue   7   7 Total revenues 41,487 31,107           Expenses: Interest   6,833   7,089 General and administrative3 7,536 4,188 Property expenses4   373   1,247 Depreciation and amortization 13,012 9,120 Provision for impairment of real estate   373   1,440 Provision for loan losses   468   — Total expenses 28,595 23,084 Other operating income:         Gain on dispositions of real estate, net 1,875 676 Income from operations   14,767   8,699 Other (loss)/income: Loss on repayment of secured borrowings5   (924)   — Interest 231 91 Income before income tax expense   14,074   8,790 Income tax expense 31 67 Net income   14,043   8,723 Net income attributable to non-controlling interests   (84) (2,594) Net income attributable to stockholders and members   $ 13,959   $ 6,129 Basic weighted-average shares outstanding   90,322,402   45,240,247 Basic net income per share $ 0.15 $ 0.13 Diluted weighted-average shares outstanding   91,332,297   64,640,054 Diluted net income per share $ 0.15 $ 0.13

SLIDE 3

Financial Summary Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) 242, 242, 242 Includes non-recurring expenses of $652 for accruals of severance payments and acceleration of non-cash compensation expense in connection with the termination of one of our executive officers and our $924 loss on repayment of secured borrowings during the three months ended March 31, 2020. Calculations exclude $130 and $155 from the numerator for the three months ended March 31, 2020 and 2019, respectively, related to dividends paid on unvested restricted share awards and restricted share units.     Three Months Ended March 31,   (unaudited, in thousands except per share amounts)   2020   2019   Net income   $ 14,043   $ 8,723   Depreciation and amortization of real estate   12,988   9,097   Provision for impairment of real estate   373   1,440   Gain on dispositions of real estate, net   (1,875)   (676)   Funds from Operations   25,529   18,584   Other non-recurring expenses1 1,576 — Core Funds from Operations   27,105   18,584   Adjustments: Straight-line rental revenue, net   (3,191)   (2,903)   Non-cash interest expense 534 816 Non-cash compensation expense   1,291   1,226   Other amortization expense 434 228 Other non-cash charges 468 3 Capitalized interest expense   (95)   (25)   Transaction costs 67 — Adjusted Funds from Operations   $ 26,613   $ 17,929   Net income per share2:           Basic $ 0.15 $ 0.13 Diluted   $ 0.15   $ 0.13   FFO per share2: Basic   $ 0.28   $ 0.29   Diluted $ 0.28 $ 0.29 Core FFO per share2:           Basic $ 0.30 $ 0.29 Diluted   $ 0.30   $ 0.29   AFFO per share2: Basic   $ 0.29   $ 0.28   Diluted $ 0.29 $ 0.27

SLIDE 4

Financial Summary Consolidated Balance Sheets 242, 242, 242     March 31, 2020   December 31, 2019 (in thousands, except share and per share amounts)   (unaudited)   (audited) ASSETS         Investments: Real estate investments, at cost:         Land and improvements $ 632,628 $ 588,279 Building and improvements   1,317,406   1,224,682 Lease incentive 5,358 4,908 Construction in progress   11,558   12,128 Intangible lease assets 80,592 78,922 Total real estate investments, at cost   2,047,542   1,908,919 Less: accumulated depreciation and amortization (100,473) (90,071) Total real estate investments, net   1,947,069   1,818,848 Loans and direct financing lease receivables, net 99,487 92,184 Real estate investments held for sale, net   1,528   1,211 Net investments 2,048,084 1,912,243 Cash and cash equivalents   192,616   8,304 Restricted cash 21,456 13,015 Straight-line rent receivable, net   29,117   25,926 Prepaid expenses and other assets, net 14,173 15,959 Total assets   $ 2,305,446   $ 1,975,447 LIABILITIES AND EQUITY         Secured borrowings, net of deferred financing costs $ 173,470 $ 235,336 Unsecured term loans, net of deferred financing costs   625,770   445,586 Revolving credit facility 65,000 46,000 Intangible lease liabilities, net   9,306   9,564 Dividend payable 21,295 19,395 Accrued liabilities and other payables   54,825   17,453 Total liabilities 949,666 773,334 Commitments and contingencies   —   — Stockholders' equity: Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of March 31, 2020 and December 31, 2019   —   — Common stock, $0.01 par value; 500,000,000 authorized; 91,949,849 and 83,761,151 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively 919 838 Additional paid-in capital   1,422,169   1,223,043 Distributions in excess of cumulative earnings (34,878) (27,482) Accumulated other comprehensive loss   (39,820)   (1,949) Total stockholders' equity 1,348,390 1,194,450 Non-controlling interests   7,390   7,663 Total equity 1,355,780 1,202,113 Total liabilities and equity   $ 2,305,446   $ 1,975,447

SLIDE 5

Financial Summary GAAP Reconciliations to EBITDAre, GAAP NOI, Cash NOI and Estimated Run Rate Metrics 242, 242, 242 These adjustments are made to reflect EBITDAre, NOI and Cash NOI as if all investments in and dispositions of real estate made during the three months ended March 31, 2020 had occurred on January 1, 2020. Adjustment excludes $1,576 of non-core expenses added back to compute Core FFO and our $468 provision for loan loss. Adjustment excludes contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease and lease termination fees.     Three Months Ended (unaudited, in thousands)   March 31, 2020 Net income   $ 14,043 Depreciation and amortization   13,012 Interest expense   6,833 Interest income (231) Income tax expense   31 EBITDA 33,688 Provision for impairment of real estate   373 Gain on dispositions of real estate, net (1,875) EBITDAre   32,186 Adjustment for current quarter acquisition and disposition activity1 1,846 Adjustment to exclude other non-recurring expenses2   2,044 Adjustment to exclude lease termination fees and certain percentage rent3 (98) Adjusted EBITDAre - Current Estimated Run Rate   35,978 General and administrative 6,884 Adjusted net operating income ("NOI")   42,862 Straight-line rental revenue, net1 (2,966) Other amortization expense   434 Adjusted Cash NOI $ 40,330       Annualized EBITDAre $ 128,744 Annualized Adjusted EBITDAre   $ 143,912 Annualized Adjusted NOI $ 171,448 Annualized Adjusted Cash NOI   $ 161,320

SLIDE 6

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 2017-1 notes mature in June 2047 but have an anticipated repayment date of June 2024. Our revolving credit facility provides a maximum aggregate initial original principal amount of up to $400 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 March 31, 2020, based on 91,949,849 common shares outstanding (including unvested restricted share awards) and 553,847 OP units held by non-controlling interests.               (dollars in thousands, except share and per share amounts) March 31, 2020 Rate Maturity1 Secured debt:             Series 2017-1, Class A $ 160,455 4.10% 4.2 years Series 2017-1, Class B   15,669   5.11%   4.2 years Total secured debt 176,124 4.19% 4.2 years               Unsecured debt: $200mm term loan   200,000   3.26%   4.0 years $430mm term loan 430,000 2.82% 6.7 years Revolving credit facility2   65,000   LIBOR plus 1.25% to 1.85%   3.0 years Total unsecured debt 695,000 2.91% 5.6 years Gross debt   871,124   3.17%   5.3 years Less: cash & cash equivalents (192,616) Less: restricted cash deposits held for the benefit of lenders   (21,456)         Net debt 657,052               Equity: Preferred stock   —         Common stock & OP units (92,503,696 shares @ $13.06/share as of 3/31/20)3 1,208,098 Total equity   1,208,098         Total enterprise value ("TEV") $ 1,865,150               Net Debt / TEV 35.2% Net Debt / Annualized Adjusted EBITDAre 4.6x

SLIDE 7

Net Investment Activity Investment Summary 242, 242, 242 Cash ABR for the first full month after the investment divided by the gross purchase price for the property plus transaction costs. GAAP rent for the first twelve months after the investment divided by the gross purchase price for the property plus transaction costs. As a percentage of cash ABR for that particular quarter. Includes investments in mortgage loan receivables collateralized by more than one property. Includes investments in mortgage loans receivable made in support of sale-leaseback transactions. Includes three properties that secured $16.8 million of mortgage loans receivable. Includes 71 properties that secured $35.3 million of mortgage loans receivable. Includes 18 properties that secured $34.6 million of mortgage loans receivable. Includes 1 property that secured $5.3 million of mortgage loans receivable. Investments 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 20196 3Q 20197 4Q 20198 1Q 20209 Number of Transactions 23 34 24 35 32 28 41 32 Property Count 86 62 39 51 91 139 94 63 Avg. Investment per Unit (in 000s) $2,438 $2,042 $2,572 $2,303 $2,015 $1,174 $2,049 $2,551 Cash Cap Rates1 7.6% 7.6% 7.6% 7.5% 7.3% 7.5% 7.3% 7.1% GAAP Cap Rates2 8.7% 8.5% 8.5% 8.4% 8.1% 8.2% 8.0% 8.0% Master Lease %3,4 82% 58% 57% 47% 67% 73% 41% 54% Sale-Leaseback %3,5 90% 77% 83% 78% 65% 88% 81% 88% % of Financial Reporting3 96% 100% 90% 100% 100% 100% 99% 100% Rent Coverage Ratio 2.4x 2.7x 2.8x 3.2x 3.2x 3.2x 3.1x 2.7x Lease Term Years 17.2 16.1 16.6 15.1 15.3 16.6 16.3 16.1

SLIDE 8

Net Investment Activity Disposition Summary 242, 242, 242 Includes the impact 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. Excludes the prepayment of two mortgage loans receivable for $4.6 million. Dispositions 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 20197 3Q 2019 4Q 2019 1Q 2020 Realized Gain/(Loss)1,2 9.7%5 (6.6%)6 0.4% 2.9% 1.3% 17.8% 8.5% 3.2%5 Cash Cap Rate on Leased Assets3 7.1%5 6.8%6 6.9% 6.6% 7.0% 6.7% 6.9% 7.1%5 Leased Properties Sold4 8 17 7 7 10 9 7 10 Vacant Properties Sold4 2 4 1 -- 1 1 1 -- Rent Coverage Ratio 2.1x5 1.8x6 1.8x 1.8x 1.5x 1.1x 1.7x 0.7x5

SLIDE 9

Portfolio Summary Portfolio Highlights 242, 242, 242 Investment Properties (#)1 1,050 Square Footage (mm) 8.3 Tenants (#) 212 Concepts (#) 283 Industries (#) 16 States (#) 43 Weighted Average Remaining Lease Term (Years) 14.6 Triple-Net Leases (% of Cash ABR) 93.8% Master Leases (% of Cash ABR) 60.1% Sale-Leaseback (% of Cash ABR)2,3 81.6% Unit-Level Rent Coverage 2.9x Unit-Level Financial Reporting (% of Cash ABR) 98.3% Leased (%) 99.5% Top 10 Tenants (% of Cash ABR) 23.1% Average Investment Per Property ($mm) $2.0 Total Cash ABR ($mm) $161.1 Includes one undeveloped land parcel and 92 properties that secure mortgage loans receivable. Exclusive of GE Seed Portfolio. Includes investments in mortgage loans receivable made in support of sale-leaseback transactions. As of March 31, 2020

SLIDE 10

Portfolio Summary Tenant and Industry Diversification 242, 242, 242 Top 10 Tenants1 Properties % of Cash ABR 74 3.2% 23 2.9% 13 2.7% 4 2.4% 5 2.3% 34 2.3% 13 2.0% 26 1.8% 5 1.8% 7 1.7% Top 10 Tenants 204 23.1% Total 1,050 100.0% Top 10 Tenant Exposure Diversification by Industry Represents tenant, guarantor or parent company. Property count includes 92 properties that secure mortgage loans receivable, but excludes one undeveloped land parcel and five vacant properties. Calculation excludes properties with no annualized base rent and properties under construction. Tenant Industry Type of Business Cash ABR ($'000s)   % of Cash ABR   # of Properties2   Building SqFt   Rent Per SqFt3 Quick Service Service $ 23,080   14.3%   317   844,782   $ 27.54 Early Childhood Education Service 21,342   13.3%   94   974,143   21.35 Car Washes Service 19,008   11.8%   82   384,242   48.83 Medical / Dental Service 17,520   10.9%   100   647,463   26.27 Convenience Stores Service 17,002   10.6%   149   598,940   28.39 Casual Dining Service 8,779   5.5%   61   371,825   23.61 Automotive Service Service 8,386   5.2%   76   424,761   19.74 Other Services Service 5,150   3.2%   25   282,470   18.23 Pet Care Services Service 5,059   3.1%   32   201,541   20.42 Family Dining Service 5,127   3.2%   29   194,085   26.42 Service Subtotal   $ 130,454   81.0%   965   4,924,251   $ 26.07                       Health and Fitness Experience 10,651   6.6%   25   953,487   10.46 Entertainment Experience 6,532   4.1%   18   647,483   10.71 Movie Theatres Experience 4,342   2.7%   6   293,206   14.81 Experience Subtotal   $ 21,526   13.4%   49   1,894,176   $ 11.23                       Home Furnishings Retail 5,443   3.4%   7   383,415   14.20 Grocery Retail 955   0.6%   4   161,296   5.92 Retail Subtotal   $ 6,398   4.0%   11   544,711   $ 11.75                       Building Materials Industrial 2,696   1.7%   19   896,956   3.01                       Total   $ 161,074   100.0%   1,044   8,260,094   $ 19.25

SLIDE 11

42.1% 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 March 31, 2020 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 98.3% Corporate-Level Financial Reporting 98.7% Both Unit-Level and Corporate-Level Financial Information 98.1% No Financial Information 1.0% Rent Coverage Ratio (x) Rent Coverage Ratio (x)

SLIDE 12

  Cash % of # of Wgt. Avg.   Renewed Per Re-Leased to New Tenant Total Year1 ABR Cash ABR Properties2 Coverage3 $(000)s Terms of Lease Without Vacancy After Vacancy Leasing 2020 $ 90 0.1% 1 1.9x Prior Cash ABR $ 88 $ 143 - $ 231 2021 243 0.2% 3 2.7x   New Cash ABR 96 90 - 186 2022 773 0.5% 5 3.7x Recovery Rate 109.1% 62.9% - 80.5% 2023 2,131 1.3% 12 2.7x   Number of Leases 3 3 - 6 2024 5,790 3.6% 49 3.7x Average Months Vacant - - - - 2025 1,020 0.6% 11 4.0x   Lease Incentives Paid - - - - 2026 2,395 1.5% 14 2.5x % of Total Cash ABR4 0.1% 0.1% - 0.1% 2027 4,736 2.9% 30 3.2x 2028 2,890 1.8% 17 2.8x 2029 4,273 2.7% 68 4.2x 2030 5,206 3.2% 53 3.7x Vacant Properties at December 31, 2019     0 2031 7,328 4.5% 44 3.5x Expiration Activity       0 2032 11,562 7.2% 63 3.4x Leasing Activity 0 2033 9,280 5.8% 41 2.8x Vacant Property Sales       0 2034 24,483 15.2% 193 2.9x Lease Termination + 5 2035 8,362 5.2% 54 2.9x Vacant Properties at March 31, 2020 5 2036 2,697 1.7% 22 1.7x 2037 18,252 11.3% 77 3.1x 2038 17,473 10.8% 92 2.2x 2039 25,044 15.5% 154 2.5x Thereafter 7,046 4.4% 41 3.0x Total $161,074 100.0% 1,044 2.9x Leasing Summary Leasing Expiration Schedule, Leasing Activity and Statistics 242, 242, 242 Expiration year of contracts in place as of March 31, 2020 and excludes any tenant option renewal periods that have not been exercised. Property count includes 92 properties that secure mortgage loans receivable, but excludes one undeveloped land parcel and five vacant properties. Weighted by cash ABR as of March 31, 2020. New cash ABR divided by total cash ABR as of March 31, 2020. Annual Lease Expiration by Cash ABR Leasing Activity – Trailing 12 Months Leasing Statistics

SLIDE 13

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 January 1, 2019 through March 31, 2020. The same-store portfolio for 1Q 2020 is comprised of 604 properties and represented ~58% of our total portfolio as measured by contractual cash rent divided by our cash ABR at March 31, 2020. Contractual Cash Rent: The amount of cash rent our tenants are contractually obligated to pay per the in-place lease as of March 31, 2020; excludes 1.) percentage rent that is subject to sales breakpoints per the lease and 2.) redevelopment properties in a free rent period Defined Terms Same-Store Portfolio Performance Excludes reimbursable property operating expenses.   Contractual Cash Rent ($000s) %   Type of Business 1Q 2020 1Q 2019 Change   Service $ 18,547 $ 18,342 1.1% Experience 3,562 3,598 -1.0%   Retail 759 1,382 -45.1% Industrial 674 661 2.0%   Total Same-Store Rent $ 23,542 $ 23,983 -1.8%   - Property Operating Expense1 50 162 -69.0% Total Same-Store NOI $ 23,492 $ 23,821 -1.4%  

SLIDE 14

Leasing Summary Lease Escalations 242, 242, 242 Leases contributing 99% of cash ABR provided for base rent escalation, generally ranging from 1.0% to 3.0% annually, with a weighted average annual escalation rate of 1.5%, which assumes 0.0% change in annual CPI 7% of contractual rent escalations by cash ABR are CPI-based, while 92% are based on fixed percentage or scheduled increases 68% 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 March 31, 2020. 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. Lease Escalation Frequency Lease Escalation Type     Weighted Average Lease Escalation Frequency % of Cash ABR Annual Escalation Rate1,2 Annually 79.6% 1.5% Every 2 years 2.4 1.4 Every 3 years 1.0 1.4 Every 4 years 0.5 0.8 Every 5 years 13.8 1.3 Every 6 years 0.3 0.7 Other escalation frequencies 1.3 1.3 Flat 1.2 NA Total / Weighted Average 100.0% 1.5%

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242, 242, 242 Covid-19 Impact: Portfolio and April Rent Status Over 71% of Our Portfolio is Currently Open or Operating in a Limited Capacity Portfolio Operating Status: As of early May, 48% of our ABR was open, 23% was open on a limited operating basis and 29% was closed April Rent Collection Totaled 61%: Cash rent received for the month of April totaled $8.2 million, which compares to our monthly contractual cash rent of $13.4 million Deferred Rent Totaled 33% in April: We agreed to defer April rent for 88 different tenants across 320 properties in our portfolio. The average deferral period is 3.1 months with an average payback period of 12.7 months. In aggregate, we have agreed to defer $16.1 million of cash rent, or 10.0% of annual cash rent Unresolved Rent Collection Totaled 6% in April: 73% of April rent that is unresolved is attributable to Art Van Furniture and AMC. The remaining balance, which equates to $2.8 million in ABR, is comprised of nine different restaurant tenants (26 units) in the casual dining (13 units), family dining (11 units), and quick-service (2 units) industries. The average rent per site for these 26 properties is $106K Calculated as a % of ABR as of March 31, 2020. Current Property Status1 April Rent Status

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Glossary Supplemental Reporting Measures 242, 242, 242 FFO, Core 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”), core funds from operations (“Core FFO”) and adjusted funds from operations (“AFFO”), each of which is a non-GAAP financial measures. We believe these non-GAAP financial measures are 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, and may be useful to 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 and losses 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). We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of our core business operations. Items included in calculating FFO that may be excluded in calculating Core FFO include items like certain transaction related gains, losses, income or expense or other non-core amounts as they occur. 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 operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, other amortization and non-cash charges, capitalized interest expense and transaction costs. 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 to assess our operating performance without the distortions created by non-cash and certain other revenues and expenses. FFO, Core FFO and AFFO do not include all items of revenue and expense included in net income, they do not 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. Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

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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 compute 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 do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, the 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. Additionally, our computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs. 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 compute 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 and other amortization and 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. 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. Additionally, our computation of NOI and Cash NOI may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

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Glossary Supplemental Reporting Measures 242, 242, 242 Adjusted EBITDAre / Adjusted NOI / Adjusted Cash NOI We further adjust EBITDAre, NOI and Cash NOI i) based on an estimate calculated as if all investment and disposition activity that took place during the quarter had been made on the first day of the quarter, ii) to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and iii) to eliminate the impact of lease termination fees and contingent rental revenue from our tenants which is subject to sales thresholds specified in the lease. 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 investments 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. Our actual reported EBITDAre, NOI and Cash NOI for future periods may be significantly less than these estimates of current run rates. 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 investment 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 investment or disposition divided by the purchase or sale price, as applicable, for the property. Disclaimer Essential Properties Realty Trust, Inc. and the Essential Properties Realty Trust REIT are not affiliated with or sponsored by Griffin Capital Essential Asset Operating Partnership, L.P. or the Griffin Capital Essential Asset REIT, information about which can be obtained at (https://www.gcear.com).