false000172895100017289512021-11-012021-11-01




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

November 1, 2021
Date of Report (Date of earliest event reported)

Essential Properties Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
001-38530
82-4005693
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
902 Carnegie Center Blvd., Suite 520
Princeton, New Jersey
08540
(Address of principal executive offices) (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 November 1, 2021, Essential Properties Realty Trust, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three and nine months ended September 30, 2021. The press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01— Regulation FD Disclosure.
On November 1, 2021, the Company issued its Supplemental Operating & Financial Data—Third Quarter Ended September 30, 2021. 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
Earnings Press Release dated November 1, 2021 for the quarter ended September 30, 2021
Supplemental Operating & Financial Data—Third Quarter Ended September 30, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)











SIGNATURES

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

Date: November 1, 2021
ESSENTIAL PROPERTIES REALTY TRUST, INC.
By: /s/ Mark E. Patten
Mark E. Patten
Executive Vice President, Treasurer and Chief Financial Officer

Exhibit 99.1

IMAGE_0.JPG
Essential Properties Announces Third Quarter 2021 Results
- Third Quarter Net Income per Share of $0.23 and AFFO per Share of $0.33 -
- Closed Investments of $230.8 million at a 7.0% Weighted Average Cash Cap Rate -
- Issues 2022 AFFO Guidance of $1.46 to $1.50 per Share -

November 1, 2021

PRINCETON, N.J.--(BUSINESS WIRE)--Essential Properties Realty Trust, Inc. (NYSE: EPRT; “Essential Properties” or the “Company”) today announced operating results for the three and nine months ended September 30, 2021.

Third Quarter 2021 Financial and Operating Highlights
Operating Results (compared to Third Quarter 2020):
Investments (85 properties)
$ Invested
$230.8 million
Weighted Avg Cash Cap Rate
7.0%
Net Income per share
Increased by 77%
$0.23
Funds from Operations ("FFO") per share
Increased by 38%
$0.36
Core Funds from Operations ("Core FFO") per share
Increased by 33%
$0.36
Adjusted Funds from Operations ("AFFO") per share
Increased by 22%
$0.33
Equity Activity:
Equity Raised - ATM Program
$30.51/share
$102.6 million

Year to Date 2021 Financial and Operating Highlights
Operating Results (compared to YTD Third Quarter 2020):
Investments (253 properties)
$ Invested
$651.8 million
Weighted Avg Cash Cap Rate
7.0%
Net Income per share
Increased by 46%
$0.57
FFO per share
Increased by 81%
$0.98
Core FFO per share
Increased by 82%
$1.02
AFFO per share
Increased by 73%
$0.97
Equity Activity:
Equity Raised - Follow-On Offering (April 15, 2021)
$23.50/share
$193.2 million
Equity Raised - ATM Program
$27.15/share
$182.5 million
Debt Activity:
Initial Public Debt Offering (June 22, 2021)
10 years; 2.95% coupon $400.0 million
Full Retirement of Secured Master Trust Funding Notes    
4.19% wtd. avg. coupon $171.2 million

Highlights Subsequent to Third Quarter 2021
Investments (22 properties)
$ Invested
$47.1 million
Dispositions (2 properties)
$ Gross Proceeds
$4.6 million
Equity Activity:
Equity Raised - ATM Program
$28.53/share $6.0 million



CEO Comments

Essential Properties’ President and Chief Executive Officer, Pete Mavoides, said, "Our third quarter results were driven by our fully stabilized and performing portfolio, our long-standing relationships with high-quality and growing middle-market operators, and an attractive capital markets environment. These positive trends, which developed earlier in the year, resulted in another quarter of robust investment activity that was conservatively capitalized. With this momentum carrying into the fourth quarter, we are establishing our 2022 AFFO per share guidance of $1.46 to $1.50, which we believe provides investors with a compelling growth opportunity."

Portfolio Update
Investments
The Company’s investment activity during the three and nine months ended September 30, 2021 is summarized as follows:
Quarter Ended
September 30, 2021
Year to Date
September 30, 2021
Investments:
$ Invested
$230.8 million
$651.8 million
# of Properties 85 253
# of Separate Transactions 31 87
Weighted Average Cash and GAAP Cap Rate
  7.0%/7.9%
  7.0%/7.9%
WALT
16.4 years
15.3 years
% Sale-Leaseback Transactions
84%
86%
% Subject to Master Lease
80%
81%
% Required Financial Reporting (tenant/guarantor)
100%
100%

Dispositions
The Company’s disposition activity during the three and nine months ended September 30, 2021 is summarized as follows:
Quarter Ended
September 30, 2021
Year to Date
September 30, 2021
Dispositions:
Net Proceeds
$10.1 million
$54.9 million
# of Properties Sold 11 36
Net Gain / (Loss)
$1.3 million
$8.8 million
Weighted Average Cash Cap Rate (excluding vacant properties and sales subject to a tenant purchase option )
6.5%
7.0%




Portfolio Highlights
The Company’s investment portfolio as of September 30, 2021 is summarized as follows:

Number of properties 1,397 
Weighted average lease term 13.9 years
Weighted average rent coverage ratio 3.5x
Number of tenants 297 
Number of states 45 
Number of industries 17 
Weighted average occupancy
99.9%
Total square feet of rentable space 12,399,236 
Cash ABR - service-oriented or experience-based
94.5%
Cash ABR - properties subject to master lease
60.8%

Leverage and Balance Sheet and Liquidity
The Company's leverage, balance sheet and liquidity are summarized in the following table.
September 30, 2021
Leverage:
Net debt to Annualized Adjusted EBITDAre
4.5x
Balance Sheet and Liquidity:
Cash and cash equivalents and restricted cash
$27.5 million
Unused borrowing capacity
$400.0 million
Total available liquidity
$427.5 million
ATM Program:
2021 ATM Program initial availability $350.0 million
Aggregate gross sales under the 2021 ATM Program
$95.0 million
Availability remaining under the 2021 ATM Program
$255.0 million

Dividend Information

As previously announced, on September 2, 2021 Essential Properties' board of directors declared a cash dividend of $0.25 per share of common stock for the quarter ended September 30, 2021. The dividend was paid on October 14, 2021 to stockholders of record as of the close of business on September 30, 2021.

Guidance

2021 Guidance

The Company reiterates its previously issued expectation that 2021 AFFO per share on a fully diluted basis will be within a range of $1.30 to $1.32.

2022 Guidance

The Company currently expects 2022 AFFO per share on a fully diluted basis to be within a range of $1.46 to $1.50.




Note: The Company does not provide guidance for the most comparable GAAP financial measure, net income, or a reconciliation of the forward-looking non-GAAP financial measure of AFFO to net income computed in accordance with GAAP, because it is unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measure, including items that are not indicative of the Company's ongoing operations, such as, without limitation, potential impairments of real estate assets, net gain/loss on dispositions of real estate assets, changes in allowance for credit losses and stock-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on the Company's GAAP results for the guidance periods.

Conference Call Information

In conjunction with the release of Essential Properties’ operating results, the Company will host a conference call on Tuesday, November 2, 2021 at 11:00 a.m. EDT to discuss the results. To access the conference, dial 877-407-9208 (International: 201-493-6784). 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 844-512-2921 (International: 412-317-6671) and entering the access code: 13724101. The telephone replay will be available through November 16, 2021.

A replay of the conference call webcast will be available on our website 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—Third Quarter Ended September 30, 2021 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 September 30, 2021, the Company’s portfolio consisted of 1,397 freestanding net lease properties with a weighted average lease term of 13.9 years and a weighted average rent coverage ratio of 3.5x. In addition, as of September 30, 2021, the Company’s portfolio was 99.9% leased to 297 tenants operating 423 different concepts in 17 industries across 45 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 in the company’s Securities and Exchange Commission (the "Commission”) filings, including, but not limited to, the Company’s most recent Annual Report on Form 10-K and subsequent 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 September 30, 2021 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 it believes are infrequent and unusual in nature and/or not related to its 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 its gross debt (defined as total debt plus net deferred financing costs on its secured borrowings) less cash and cash equivalents and restricted cash available for future investment. The Company believes excluding cash and cash equivalents and restricted cash available for future investment 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 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 or loan prepayment 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 September 30, Nine months ended September 30,
(in thousands, except share and per share data) 2021 2020 2021 2020
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues:
Rental revenue1,2,3
$ 54,929  $ 40,799  $ 153,511  $ 116,806 
Interest on loans and direct financing lease receivables
4,574  2,054  11,558  6,030 
Other revenue 98  56  150  64 
Total revenues 59,601  42,909  165,219  122,900 
Expenses:
General and administrative4
5,596  5,917  18,497  19,706 
Property expenses5
1,358  810  3,946  1,755 
Depreciation and amortization 17,355  13,966  50,185  40,442 
Provision for impairment of real estate —  3,221  6,120  5,080 
Change in provision for loan losses 16  14  (112) 531 
Total expenses 24,325  23,928  78,636  67,514 
Other operating income:
Gain on dispositions of real estate, net 1,343  1,003  8,841  3,971 
Income from operations 36,619  19,984  95,424  59,357 
Other (expense)/income:
Loss on repayment of secured borrowings6
—  —  (4,461) (924)
Interest expense (8,955) (7,651) (24,444) (21,887)
Interest income 37  58  74  433 
Income before income tax expense 27,701  12,391  66,593  36,979 
Income tax expense 55  55  172  156 
Net income 27,646  12,336  66,421  36,823 
Net income attributable to non-controlling interests (139) (73) (335) (220)
Net income attributable to stockholders $ 27,507  $ 12,263  $ 66,086  $ 36,603 
Basic weighted-average shares outstanding 119,230,645  94,259,150  114,223,586  92,070,002 
Basic net income per share $ 0.23  $ 0.13  $ 0.58  $ 0.39 
Diluted weighted-average shares outstanding 120,298,680  95,039,832  115,339,656  92,959,708 
Diluted net income per share $ 0.23  $ 0.13  $ 0.57  $ 0.39 
IMAGE_7.JPG
1.Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $233, $99, $464 and $356 for the three and nine months ended September 30, 2021 and 2020, respectively.
2.Includes reimbursable income from the Company’s tenants of $383, $71, $1,235 and $583 for the three and nine months ended September 30, 2021 and 2020, respectively.
3.During the nine months ended September 30, 2021, includes the recognition of $2,061 and $1,044 of cash and straight-line rent receivables, respectively, for previously unaccrued amounts from tenants that were moved from non-accrual to accrual accounting.
4.During the three and nine months ended September 30, 2020, includes non-recurring expenses of $115 and $234, respectively, for reimbursement of executive relocation costs and non-recurring recruiting costs and, during the nine months ended September 30, 2020, includes $1,093 for costs and charges incurred in connection with the termination of one of our executive officers.
5.Includes reimbursable expenses from the Company’s tenants of $383, $175, $1,233 and $686 for the three and nine months ended September 30, 2021 and 2020, respectively.
6.Includes a make-whole payment of $2,543 and the write-off of $1,873 of deferred financing costs during the nine months ended September 30, 2021 and the write-off of $924 of deferred financing costs during the nine months ended September 30, 2020.



Essential Properties Realty Trust, Inc.
Consolidated Balance Sheets

(in thousands, expect share and per share amounts) September 30, 2021 December 31, 2020
(Unaudited) (Audited)
ASSETS
Investments:
Real estate investments, at cost:
Land and improvements $ 925,622  $ 741,254 
Building and improvements 1,859,189  1,519,665 
Lease incentive 13,212  14,297 
Construction in progress 2,797  3,908 
Intangible lease assets 87,167  80,271 
Total real estate investments, at cost 2,887,987  2,359,395 
Less: accumulated depreciation and amortization (182,567) (136,097)
Total real estate investments, net 2,705,420  2,223,298 
Loans and direct financing lease receivables, net 237,117  152,220 
Real estate investments held for sale, net 3,984  17,058 
Net investments 2,946,521  2,392,576 
Cash and cash equivalents 27,509  26,602 
Restricted cash —  6,388 
Straight-line rent receivable, net 52,825  37,830 
Rent receivables, prepaid expenses and other assets, net 26,832  25,406 
Total assets $ 3,053,687  $ 2,488,802 
LIABILITIES AND EQUITY
Secured borrowings, net of deferred financing costs $ —  $ 171,007 
Unsecured term loans, net of deferred financing costs 626,805  626,272 
Senior unsecured notes, net 394,632  — 
Revolving credit facility —  18,000 
Intangible lease liabilities, net 12,867  10,168 
Dividend payable 30,534  25,703 
Derivative liabilities 20,510  38,912 
Accrued liabilities and other payables 23,949  16,792 
Total liabilities 1,109,297  906,854 
Commitments and contingencies —  — 
Stockholders' equity:
Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 —  — 
Common stock, $0.01 par value; 500,000,000 authorized; 121,362,362 and 106,361,524 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively 1,214  1,064 
Additional paid-in capital 2,057,674  1,688,540 
Distributions in excess of cumulative earnings (98,129) (77,665)
Accumulated other comprehensive loss (23,561) (37,181)
Total stockholders' equity 1,937,198  1,574,758 
Non-controlling interests 7,191  7,190 
Total equity 1,944,389  1,581,948 
Total liabilities and equity $ 3,053,686  $ 2,488,802 




Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures

Three months ended September 30, Nine months ended September 30,
(unaudited, in thousands except per share amounts) 2021 2020 2021 2020
Net income $ 27,646  $ 12,336  $ 66,421  $ 36,823 
Depreciation and amortization of real estate 17,329  13,903  50,108  40,330 
Provision for impairment of real estate —  3,221  6,120  5,080 
Gain on dispositions of real estate, net (1,343) (1,003) (8,841) (3,971)
Funds from Operations 43,632  28,457  113,808  78,262 
Other non-recurring expenses1,2
—  116  4,461  2,252 
Core Funds from Operations 43,632  28,573  118,269  80,514 
Adjustments:
Straight-line rental revenue, net (5,086) (3,960) (13,950) (9,321)
Non-cash interest expense 488  764  1,407  1,535 
Non-cash compensation expense 1,103  1,351  4,554  4,041 
Other amortization expense 68  (335) 2,487  1,018 
Other non-cash charges 15  14  (118) 530 
Capitalized interest expense (19) (63) (55) (223)
Transaction costs —  —  112 
Adjusted Funds from Operations $ 40,201  $ 26,347  $ 112,594  $ 78,206 
Net income per share3:
Basic $ 0.23  $ 0.13  $ 0.58  $ 0.39 
Diluted $ 0.23  $ 0.13  $ 0.57  $ 0.39 
FFO per share3:
Basic $ 0.36  $ 0.26  $ 0.99  $ 0.54 
Diluted $ 0.36  $ 0.26  $ 0.98  $ 0.54 
Core FFO per share3:
Basic $ 0.36  $ 0.27  $ 1.03  $ 0.57 
Diluted $ 0.36  $ 0.27  $ 1.02  $ 0.56 
AFFO per share3:
Basic $ 0.33  $ 0.27  $ 0.98  $ 0.57 
Diluted $ 0.33  $ 0.27  $ 0.97  $ 0.56 
IMAGE_6.JPG
1.During the nine months ended September 30, 2021, includes a make-whole payment of $2,543 and the write-off of $1,873 of deferred financing costs.
2.Includes non-recurring expenses of $39 related to reimbursement of executive relocation costs during the three and nine months ended September 30, 2020, $1,093 for severance payments and acceleration of non-cash compensation expense in connection with the termination of one of our executive officers during the nine months ended September 30, 2020, $77 and $196, respectively, of non-recurring recruiting costs during the three and nine months ended September 30, 2020, and our $924 loss on repayment of secured borrowings during the nine months ended September 30, 2020.
3.Calculations exclude $61, $95, $249 and $302 from the numerator for the three and nine months ended September 30, 2021 and 2020, 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


(in thousands)
Three months ended September 30, 2021
Net income $ 27,646 
Depreciation and amortization 17,355 
Interest expense 8,955 
Interest income (37)
Income tax expense 55 
EBITDA 53,974 
Provision for impairment of real estate — 
Gain on dispositions of real estate, net (1,343)
EBITDAre
52,631 
Adjustment for current quarter re-leasing, acquisition and disposition activity1
2,665 
Adjustment to exclude other non-recurring activity2
16 
Adjustment to exclude termination/prepayment fees and certain percentage rent3
(125)
Adjusted EBITDAre - Current Estimated Run Rate
55,187 
General and administrative 5,596 
Adjusted net operating income ("NOI") 60,783 
Straight-line rental revenue, net1
(5,172)
Other amortization expense 190 
Adjusted Cash NOI $ 55,801 
Annualized EBITDAre
$ 210,524 
Annualized Adjusted EBITDAre
$ 220,748 
Annualized Adjusted NOI $ 243,132 
Annualized Adjusted Cash NOI $ 223,204 
IMAGE_7.JPG
1.These adjustments are made to reflect EBITDAre, NOI and Cash NOI as if all re-leasing activity, investments in and dispositions of real estate made during the three months ended September 30, 2021 had occurred on July 1, 2021.
2.Adjustment includes the $16 adjustment to our 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 or loan prepayment fees.






Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures

(dollars in thousands, except share and per share amounts) September 30, 2021
Total secured debt $
Unsecured debt:
$200mm term loan 200,000
$430mm term loan 430,000
Senior Unsecured Notes 400,000
Revolving credit facility1
Total unsecured debt 1,030,000
Gross debt 1,030,000
Less: cash & cash equivalents (27,509)
Less: restricted cash available for future investment
Net debt 1,002,491
Equity:
Preferred stock
Common stock & OP units (121,916,209 shares @ $27.92/share as of 9/30/21)2
3,403,901
Total equity 3,403,901
Total enterprise value ("TEV") $ 4,406,392
Net Debt / TEV 22.8  %
Net Debt / Annualized Adjusted EBITDAre
4.5x
IMAGE_7.JPG
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 September 30, 2021, based on 121,362,362 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.

Supplemental Operating & Financial Data Third Quarter Ended September 30, 2021


 
Supplemental Financial and Operating Information | As of September 30, 20211 Table of Contents 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


 
Supplemental Financial and Operating Information | As of September 30, 20212 l t l i ci l r ti I f r ti | s f t r , 2 1. Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $233, $99, $464 and $356 for the three and nine months ended September 30, 2021 and 2020, respectively. 2. Includes reimbursable income from the Company’s tenants of $383, $71, $1,235 and $583 for the three and nine months ended September 30, 2021 and 2020, respectively 3. During the nine months ended September 30, 2021, includes the recognition of $2,061 and $1,044 of cash and straight-line rent receivables, respectively, for previously unaccrued amounts from tenants that were moved from non-accrual to accrual accounting. 4. During the three and nine months ended September 30, 2020, includes non-recurring expenses of $115 and $234, respectively, for reimbursement of executive relocation costs and non-recurring recruiting costs and, during the nine months ended September 30, 2020, includes $1,093 for costs and charges incurred in connection with the termination of one of our executive officers. 5. Includes reimbursable expenses from the Company’s tenants of $383, $175, $1,233, and $686 for the three and nine months ended September 30, 2021 and 2020, respectively. 6. Includes a make-whole payment of $2,543 and the write-off of $1,873 of deferred financing costs during the nine months ended September 30, 2021 and the write-off of $924 of deferred financing costs during the nine months ended September 30, 2020. Financial Summary Consolidated Statements of Operations Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share data) 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Rental revenue1,2,3 $ 54,929 $ 40,799 $ 153,511 $ 116,806 Interest on loans and direct financing lease receivables 4,574 2,054 11,558 6,030 Other revenue, net 98 56 150 64 Total revenues 59,601 42,909 165,219 122,900 Expenses: General and administrative4 5,596 5,917 18,497 19,706 Property expenses5 1,358 810 3,946 1,755 Depreciation and amortization 17,355 13,966 50,185 40,442 Provision for impairment of real estate — 3,221 6,120 5,080 Change in provision for loan losses 16 14 (112) 531 Total expenses 24,325 23,928 78,636 67,514 Other operating income: Gain on dispositions of real estate, net 1,343 1,003 8,841 3,971 Income from operations 36,619 19,984 95,424 59,357 Other (expense)/income: Loss on repayment of secured borrowings6 — — (4,461) (924) Interest expense (8,955) (7,651) (24,444) (21,887) Interest income 37 58 74 433 Income before income tax expense 27,701 12,391 66,593 36,979 Income tax expense 55 55 172 156 Net income 27,646 12,336 66,421 36,823 Net income attributable to non-controlling interests (139) (73) (335) (220) Net income attributable to stockholders and members $ 27,507 $ 12,263 $ 66,086 $ 36,603 Basic weighted-average shares outstanding 119,230,645 94,259,150 114,223,586 92,070,002 Basic net income per share $ 0.23 $ 0.13 $ 0.58 $ 0.39 Diluted weighted-average shares outstanding 120,298,680 95,039,832 115,339,656 92,959,708 Diluted net income per share $ 0.23 $ 0.13 $ 0.57 $ 0.39


 
Supplemental Financial and Operating Information | As of September 30, 20213 l t l i ci l r ti I f r ti | s f t r , 3 1. During the nine months ended September 30, 2021, includes a make-whole payment of $2,543 and the write-off of $1,873 of deferred financing costs. 2. Includes non-recurring expenses of $39 related to reimbursement of executive relocation costs during the three and nine months ended September 30, 2020, $1,093 for severance payments and acceleration of non- cash compensation expense in connection with the termination of one of our executive officers during the nine months ended September 30, 2020, $77 and $196, respectively, of non-recurring recruiting costs during the three and nine months ended September 30, 2020, and our $924 loss on repayment of secured borrowings during the nine months ended September 30, 2020. 3. Calculations exclude $61, $95, $249 and $302 from the numerator for the three and nine months ended September 30, 2021 and 2020, respectively, related to dividends paid on unvested restricted share awards and restricted share units. Financial Summary Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) Three months ended September 30, Nine months ended September 30, (unaudited, in thousands except per share amounts) 2021 2020 2021 2020 Net income $ 27,646 $ 12,336 $ 66,421 $ 36,823 Depreciation and amortization of real estate 17,329 13,903 50,108 40,330 Provision for impairment of real estate — 3,221 6,120 5,080 Gain on dispositions of real estate, net (1,343) (1,003) (8,841) (3,971) Funds from Operations 43,632 28,457 113,808 78,262 Other non-recurring expenses1,2 — 116 4,461 2,252 Core Funds from Operations 43,632 28,573 118,269 80,514 Adjustments: Straight-line rental revenue, net (5,086) (3,960) (13,950) (9,321) Non-cash interest expense 488 764 1,407 1,535 Non-cash compensation expense 1,103 1,351 4,554 4,041 Other amortization expense 68 (335) 2,487 1,018 Other non-cash charges 15 14 (118) 530 Capitalized interest expense (19) (63) (55) (223) Transaction costs — 3 — 112 Adjusted Funds from Operations $ 40,201 $ 26,347 $ 112,594 $ 78,206 Net income per share3: Basic $ 0.23 $ 0.13 $ 0.58 $ 0.39 Diluted $ 0.23 $ 0.13 $ 0.57 $ 0.39 FFO per share3: Basic $ 0.36 $ 0.26 $ 0.99 $ 0.54 Diluted $ 0.36 $ 0.26 $ 0.98 $ 0.54 Core FFO per share3: Basic $ 0.36 $ 0.27 $ 1.03 $ 0.57 Diluted $ 0.36 $ 0.27 $ 1.02 $ 0.56 AFFO per share3: Basic $ 0.33 $ 0.27 $ 0.98 $ 0.57 Diluted $ 0.33 $ 0.27 $ 0.97 $ 0.56


 
Supplemental Financial and Operating Information | As of September 30, 20214 l t l i ci l r ti I f r ti | s f t r , 4 Financial Summary Consolidated Balance Sheets (in thousands, except share and per share amounts) September 30, 2021 December 31, 2020 ASSETS (unaudited) (audited) Investments: Real estate investments, at cost: Land and improvements $ 925,622 $ 741,254 Building and improvements 1,859,189 1,519,665 Lease incentive 13,212 14,297 Construction in progress 2,797 3,908 Intangible lease assets 87,167 80,271 Total real estate investments, at cost 2,887,987 2,359,395 Less: accumulated depreciation and amortization (182,567) (136,097) Total real estate investments, net 2,705,420 2,223,298 Loans and direct financing lease receivables, net 237,117 152,220 Real estate investments held for sale, net 3,984 17,058 Net investments 2,946,521 2,392,576 Cash and cash equivalents 27,509 26,602 Restricted cash — 6,388 Straight-line rent receivable, net 52,825 37,830 Rent receivables, prepaid expenses and other assets, net 26,832 25,406 Total assets $ 3,053,687 $ 2,488,802 LIABILITIES AND EQUITY Secured borrowings, net of deferred financing costs $ — $ 171,007 Unsecured term loans, net of deferred financing costs 626,805 626,272 Senior unsecured notes, net 394,632 — Revolving credit facility — 18,000 Intangible lease liabilities, net 12,867 10,168 Dividend payable 30,534 25,703 Derivative liabilities 20,510 38,912 Accrued liabilities and other payables 23,949 16,792 Total liabilities 1,109,297 906,854 Commitments and contingencies — — Stockholders' equity: Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of 9/30/21 and 12/31/20 — — Common stock, $0.01 par value; 500,000,000 authorized; 121,362,362 and 106,361,524 issued and outstanding as of 9/30/21 and 12/31/20, respectively 1,214 1,064 Additional paid-in capital 2,057,674 1,688,540 Distributions in excess of cumulative earnings (98,129) (77,665) Accumulated other comprehensive loss (23,561) (37,181) Total stockholders' equity 1,937,198 1,574,758 Non-controlling interests 7,191 7,190 Total equity 1,944,389 1,581,948 Total liabilities and equity $ 3,053,686 $ 2,488,802


 
Supplemental Financial and Operating Information | As of September 30, 20215 l t l i ci l r ti I f r ti | s f t r , 5 Financial Summary GAAP Reconciliations to EBITDAre, GAAP NOI, Cash NOI and Estimated Run Rate Metrics 1. These adjustments are made to reflect EBITDAre, NOI and Cash NOI as if all re-leasing activity, investments in and dispositions of real estate made during the three months ended September 30, 2021 had occurred on July 1, 2021. 2. Adjustment includes the $16 adjustment to our 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 or loan prepayment fees. Three Months Ended (unaudited, in thousands) September 30, 2021 Net income $ 27,646 Depreciation and amortization 17,355 Interest expense 8,955 Interest income (37) Income tax expense 55 EBITDA 53,974 Provision for impairment of real estate — Gain on dispositions of real estate, net (1,343) EBITDAre 52,631 Adjustment for current quarter re-leasing, acquisition and disposition activity1 2,665 Adjustment to exclude other non-recurring activity2 16 Adjustment to exclude termination/prepayment fees and certain percentage rent3 (125) Adjusted EBITDAre - Current Estimated Run Rate 55,187 General and administrative 5,596 Adjusted net operating income ("NOI") 60,783 Straight-line rental revenue, net1 (5,172) Other amortization expense3 190 Adjusted Cash NOI $ 55,801 Annualized EBITDAre $ 210,524 Annualized Adjusted EBITDAre $ 220,748 Annualized Adjusted NOI $ 243,132 Annualized Adjusted Cash NOI $ 223,204


 
Supplemental Financial and Operating Information | As of September 30, 20216 l t l i ci l r ti I f r ti | s f t r , 6 Financial Summary Market Capitalization, Debt Summary and Leverage Metrics 1. 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. 2. Common equity & units as of September 30, 2021, based on 121,362,362 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) September 30, 2021 Rate Maturity Total secured debt $ — —% N/A Unsecured debt: $200mm term loan $ 200,000 3.26% 2.5 years $430mm term loan 430,000 3.02% 5.2 years Senior Unsecured Notes 400,000 3.12% 9.8 years Revolving credit facility1 — —% 1.5 years Total unsecured debt $ 1,030,000 3.11% 6.4 years Gross debt $ 1,030,000 3.11% 6.4 years Less: cash & cash equivalents (27,509) Less: restricted cash available for future investment — Net debt $ 1,002,491 Equity: Preferred stock $ — Common stock & OP units (121,916,209 shares @ $27.92/share as of 9/30/21)2 3,403,901 Total equity $ 3,403,901 Total enterprise value ("TEV") $ 4,406,392 Net Debt / TEV 22.8% Net Debt / Annualized Adjusted EBITDAre 4.5x


 
Supplemental Financial and Operating Information | As of September 30, 20217 Net Investment Activity Investment Summary 1. Includes investments in mortgage loans receivable. 2. Cash ABR for the first full month after the investment divided by the gross investment in the property plus transaction costs. 3. GAAP rent and interest income for the first twelve months after the investment divided by the gross investment in the property plus transaction costs. 4. As a percentage of cash ABR for the quarter. 5. Includes investments in mortgage loan receivables collateralized by more than one property. 6. Includes investments in mortgage loans receivable made in support of sale-leaseback transactions. Investments1 4Q’19 1Q’20 2Q’20 3Q’20 4Q’20 1Q’21 2Q'21 3Q'21 Number of Transactions 41 32 11 19 33 22 34 31 Property Count 94 63 13 50 108 74 94 85 Avg. Investment per Unit (in 000s) $2,049 $2,551 $2,870 $2,866 $2,218 $2,650 $2,354 $2,676 Cash Cap Rates2 7.3% 7.1% 7.4% 7.1% 7.1% 7.0% 7.1% 7.0% GAAP Cap Rates3 8.0% 8.0% 8.1% 7.9% 7.7% 7.9% 7.8% 7.9% Master Lease %4,5 41% 54% 68% 79% 89% 79% 83% 80% Sale-Leaseback %4,6 81% 88% 100% 92% 88% 85% 88% 84% % of Financial Reporting4 99% 100% 100% 100% 100% 100% 100% 100% Rent Coverage Ratio 3.1x 2.7x 4.3x 2.8x 3.6x 3.0x 2.7x 2.8x Lease Term Years 16.3 16.1 16.7 17.6 16.3 16.1 13.5 16.4 $204,709 $167,490 $42,369 $148,877 $244,078 $197,816 $223,186 $230,755 $0 $40,000 $80,000 $120,000 $160,000 $200,000 $240,000 $280,000 In v es tm e n t A ct iv it y ($ 0 00 s )


 
Supplemental Financial and Operating Information | As of September 30, 20218 Net Investment Activity Disposition Summary 1. Includes the impact of transaction costs. 2. Gains/(losses) based on our initial purchase price. 3. Cash ABR at time of sale divided by gross sale price (excluding transaction costs) for the property. 4. Property count excludes dispositions in which only a portion of the owned parcel is sold. 5. Excludes properties sold pursuant to an existing tenant purchase option. Dispositions 4Q’19 1Q’20 2Q’20 3Q’20 4Q’20 1Q’21 2Q'21 3Q'21 Realized Gain/(Loss)1,2 8.5% 3.2%5 29.5% (4.5%) (10.2%) 4.5% (7.3%) 29.8%5 Cash Cap Rate on Leased Assets3 6.9% 7.1%5 6.8% 7.0% 7.4% 7.1% 7.1% 6.5%5 Leased Properties Sold4 7 10 3 11 21 15 6 11 Vacant Properties Sold4 1 -- -- 3 2 1 1 -- Rent Coverage Ratio 1.7x 0.7x 1.3x 2.2x 2.3x 1.8x 1.8x 1.2x $15,229 $19,571 $3,420 $19,595 $39,042 $25,197 $19,578 $10,089 $0 $10,000 $20,000 $30,000 $40,000 D is p o s it io n A ct iv it y ($ 0 00 s )1


 
Supplemental Financial and Operating Information | As of September 30, 20219 Portfolio Summary Portfolio Highlights Investment Properties (#)1 1,397 Square Footage (mm) 12.4 Tenants (#) 297 Concepts (#) 423 Industries (#) 17 States (#) 45 Weighted Average Remaining Lease Term (Years) 13.9 Triple-Net Leases (% of Cash ABR) 94.5% Master Leases (% of Cash ABR) 60.8% Sale-Leaseback (% of Cash ABR)2,3 83.3% Unit-Level Rent Coverage 3.5x Unit-Level Financial Reporting (% of Cash ABR) 98.4% Leased (%) 99.9% Top 10 Tenants (% of Cash ABR) 19.0% Average Investment Per Property ($mm) $2.2 Total Cash ABR ($mm) $225.5 1. Includes 158 properties that secure mortgage loans receivable. 2. Exclusive of our Initial Portfolio. 3. Includes investments in mortgage loans receivable made in support of sale-leaseback transactions. As of September 30, 2021


 
Supplemental Financial and Operating Information | As of September 30, 202110 Portfolio Summary Tenant and Industry Diversification Top 10 Tenants1,2 Properties % of Cash ABR 21 2.7% 74 2.3% 23 2.1% 13 1.9% 6 1.9% 16 1.7% 34 1.7% 19 1.6% 5 1.6% 19 1.5% Top 10 Tenants 230 19.0% Total 1,397 100.0% Top 10 Tenants Diversification by Industry 1. Includes 158 properties that secure mortgage loans receivable. 2. Exclusive of our Initial Portfolio. 3. Includes investments in mortgage loans receivable made in support of sale-leaseback transactions. Tenant Industry Type of Business Cash ABR ($'000s) % of Cash ABR # of Properties3 Building SqFt Rent Per SqFt4 Early Childhood Education Service $ 32,631 14.5% 142 1,512,418 $ 21.26 Quick Service Service 29,704 13.2% 359 988,827 30.02 Car Washes Service 29,121 12.9% 120 563,278 50.81 Medical / Dental Service 26,481 11.7% 161 1,098,234 24.15 Automotive Service Service 18,403 8.2% 137 920,670 20.66 Convenience Stores Service 15,390 6.8% 135 529,990 29.04 Casual Dining Service 14,439 6.4% 97 549,047 26.82 Equipment Rental and Sales Service 7,835 3.5% 35 634,578 12.10 Family Dining Service 5,581 2.5% 37 220,106 26.28 Other Services Service 5,306 2.4% 24 292,129 18.79 Pet Care Services Service 4,031 1.8% 40 300,133 16.36 Service Subtotal 188,922 83.8% 1,287 7,609,410 25.04 Health and Fitness Experience 10,355 4.6% 27 1,087,279 9.58 Entertainment Experience 9,683 4.3% 24 775,855 12.47 Movie Theatres Experience 4,170 1.8% 6 293,206 14.22 Experience Subtotal 24,208 10.7% 57 2,156,340 11.26 Grocery Retail 6,483 2.9% 25 1,108,740 5.85 Home Furnishings Retail 2,048 0.9% 4 217,339 9.42 Retail Subtotal 8,531 3.8% 29 1,326,079 6.43 Building Materials Industrial 3,801 1.7% 23 1,257,017 3.02 Total $ 225,462 100.0% 1,396 12,348,846 $ 18.33


 
Supplemental Financial and Operating Information | As of September 30, 202111 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20 21 20 22 20 23 20 24 20 25 20 26 20 27 20 28 20 29 20 30 20 31 20 32 20 33 20 34 20 35 20 36 20 37 20 38 T he re a fte r % o f C a sh A B R < 1.00x 1.00 to 1.49x 1.50 to 1.99x ≥ 2.00x NR 29.0% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% C C C + B - B B + B B - B B B B + B B B - B B B B B B + A - A A + A A - % o f C a sh A B R < 1.00x 1.00 to 1.49x 1.50 to 1.99x ≥ 2.00x NR Portfolio Summary Portfolio Health Tenant Financial Reporting Requirements % of Cash ABR by Unit-Level Coverage Tranche1 Unit-Level Coverage by Lease ExpirationUnit-Level Coverage by Tenant Credit2 Note: ‘NR’ means not reported. 1. 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. 2. The chart illustrates the portions of annualized base rent as of September 30, 2021 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. Reporting Requirements % of Cash ABR Unit-Level Financial Information 98.4% Corporate-Level Financial Reporting 98.4% Both Unit-Level and Corporate-Level Financial Information 98.2% No Financial Information 1.4% Rent Coverage Ratio (x) Rent Coverage Ratio (x) ≥ 2.00x 64.3% Not Reported 1.5% 1.50x to 1.99x 17.1% 1.00x to 1.49x 6.5% < 1.00x 10.5%


 
Supplemental Financial and Operating Information | As of September 30, 202112 Cash % of # of Wgt. Avg. Lease Terminated Leases Re-Leased Total Year1 ABR Cash ABR Properties2 Coverage3 $(000)s Renewals Without Vacancy After Vacancy Leasing 2021 $ — 0.0% — — Prior Cash ABR $ 72 $ 6,247 4,673 $ 10,991 2022 490 0.2% 5 3.0x New Cash ABR4 74 5,379 4,162 9,614 2023 1,412 0.6% 16 3.8x Recovery Rate 103.0% 86.1% 89.1% 87.5% 2024 4,926 2.2% 49 4.8x Number of Leases 1 39 20 60 2025 1,736 0.8% 18 2.3x Average Months Vacant — — 3.9 — 2026 4,475 2.0% 30 3.3x % of Total Cash ABR5 0.0% 2.4% 1.8% 4.3% 2027 4,490 2.0% 28 3.0x 2028 4,337 1.9% 15 1.7x 2029 5,353 2.4% 75 4.3x 2030 5,249 2.3% 49 4.5x 2031 12,760 5.7% 83 2.6x Vacant Properties at June 30, 2021 2 2032 10,372 4.6% 46 4.6x Expiration Activity — 2033 7,889 3.5% 26 3.1x Lease Termination +4 2034 31,586 14.0% 240 5.3x Vacant Property Sales 0 2035 20,691 9.2% 128 2.8x Lease Activity -5 2036 25,126 11.1% 135 3.0x Vacant Properties at September 30, 2021 1 2037 7,779 3.5% 39 8.7x 2038 11,920 5.3% 74 2.0x 2039 22,418 9.9% 119 3.2x 2040 28,026 12.4% 142 2.6x Thereafter 14,427 6.4% 79 2.5x Total $225,462 100.0% 1,396 3.5x Leasing Summary Leasing Expiration Schedule, Leasing Activity and Statistics 1. Expiration year of contracts in place as of September 30, 2021 and excludes any tenant option renewal periods that have not been exercised. 2. Property count includes 158 properties that secure mortgage loans receivable, but excludes one vacant property. 3. Weighted by cash ABR as of September 30, 2021. 4. New cash ABR reflects full lease rental rate without giving effect to free rent or discounted rent periods. 5. New cash ABR divided by total cash ABR as of September 30, 2021. Annual Lease Expiration by Cash ABR Leasing Activity – Trailing 12 Months Leasing Statistics


 
Supplemental Financial and Operating Information | As of September 30, 202113 Leasing Summary Same-Store Analysis Same-Store Portfolio: All properties owned, excluding new sites under construction, for the entire same-store measurement period, which is June 30, 2020 through September 30, 2021. The same- store portfolio for 3Q’21 is comprised of 964 properties and represented 67% of our total portfolio as measured by contractual cash rent and interest divided by our cash ABR at September 30, 2021. Contractual Cash Rent: The amount of cash rent and interest our tenants are contractually obligated to pay per the in-place lease or mortgage as of September 30, 2021; 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 Contractual Cash Rent ($000s) % Type of Business 3Q’21 3Q’20 Change Service $ 31,064 $ 31,170 -0.3% Experience 5,067 4,637 9.3% Retail 751 587 28.0% Industrial 673 660 2.0% Total Same-Store Rent $ 37,555 $ 37,054 1.4%


 
Supplemental Financial and Operating Information | As of September 30, 202114 Leasing Summary Lease Escalations 1. Based on cash ABR as of September 31, 2021. 2. 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 79.8% 1.6% Every 2 years 1.7 1.5 Every 3 years 0.5 0.2 Every 4 years 0.3 1.0 Every 5 years 11.6 1.7 Other escalation frequencies 4.6 1.1 Flat 1.5 1.0 Total / Weighted Average 100.0% 1.6% Contractual Fixed 95% CPI 4% Flat 1%


 
Supplemental Financial and Operating Information | As of September 30, 202115 Glossary Supplemental Reporting Measures 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.


 
Supplemental Financial and Operating Information | As of September 30, 202116 Glossary Supplemental Reporting Measures 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 available for future investment. We believe excluding cash and cash equivalents and restricted cash available for future investment, 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.


 
Supplemental Financial and Operating Information | As of September 30, 202117 Glossary Supplemental Reporting Measures Adjusted EBITDAre / Adjusted NOI / Adjusted Cash NOI We further adjust EBITDAre, NOI and Cash NOI i) based on an estimate calculated as if all re-leasing, 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 or loan prepayment 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. Initial Portfolio Initial 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).