false000172895100017289512024-02-142024-02-14




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

February 14, 2024
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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, $0.01 par valueEPRTNew 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 February 14, 2024, Essential Properties Realty Trust, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months and year ended December 31, 2023. The press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01— Regulation FD Disclosure.
On February 14, 2024, the Company issued its Supplemental Operating & Financial Data—Fourth Quarter Ended December 31, 2023. 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 February 14, 2024 for the three months and year ended December 31, 2023
Supplemental Operating & Financial Data—Fourth Quarter Ended December 31, 2023
104Cover 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: February 14, 2024
ESSENTIAL PROPERTIES REALTY TRUST, INC.
By:/s/ Mark E. Patten
Mark E. Patten
Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1
image_0a.jpg
Essential Properties Announces Fourth Quarter 2023 Results
- Fourth Quarter Net Income per Share of $0.31 and AFFO per Share of $0.42 -
- Closed Investments of $314.9 million at a 7.9% Weighted Average Cash Cap Rate -
- Reiterates 2024 AFFO Guidance of $1.71 to $1.75 per Share -
February 14, 2024
PRINCETON, N.J.--(BUSINESS WIRE)--Essential Properties Realty Trust, Inc. (NYSE: EPRT; “Essential Properties” or the “Company”) today announced operating results for the three months and year ended December 31, 2023.
Fourth Quarter 2023 Financial and Operating Highlights:
Operating Results (compared to Fourth Quarter 2022):
Investments (93 properties)
$ Invested
$314.9 million
Weighted Avg Cash Cap Rate
7.9%
Dispositions (9 properties)
Net Proceeds
$30.6 million
Weighted Avg Cash Cap Rate
6.6%
Net Income per Share
Increased by 24%
$0.31
Funds from Operations ("FFO") per Share
Increased by 18%
$0.46
Core Funds from Operations ("Core FFO") per Share
Increased by 18%
$0.46
Adjusted Funds from Operations ("AFFO") per Share
Increased by 8%
$0.42
Debt, Equity & Leverage Update:
Drew Remaining Principal on $450mm 2029 Term Loan
Additional Draws$75.0 million
Equity Raised (Gross) - ATM Program (1)
$24.72/share
$47.9 million
Pro Form Net Debt to Annualized Adjusted EBITDAre (2)    
As of Quarter End4.0x
image_6a.jpg
1.All shares were sold on a forward basis and are currently unsettled.
2.See page 12 for detailed calculation.
Full Year 2023 Financial and Operating Highlights:
Operating Results (compared to 2022):
Investments (293 properties)
$ Invested
$1.0 billion
Weighted Avg Cash Cap Rate
7.6%
Dispositions (52 properties)
Net Proceeds
$138.0 million
Weighted Avg Cash Cap Rate
6.3%
Net Income per share
Increased by 25%
$1.24
FFO per share
Increased by 13%
$1.77
Core FFO per share
Increased by 12%
$1.77
AFFO per share
Increased by 8%
$1.65
Debt & Equity Activity:
Equity Raised (Gross) - Follow-On Offerings
$23.68/share$493.9 million
Equity Raised (Gross) - ATM Program
$24.48/share
$145.2 million
Activity Subsequent to Fourth Quarter 2023:
Investments (17 properties)
$ Invested
$40.9 million
Dispositions (4 properties)
$ Gross Proceeds
$9.1 million
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CEO Comments
Commenting on the fourth quarter and full year 2023 results, the Company's President and Chief Executive Officer, Pete Mavoides, said, “We were pleased to close out the year with a great fourth quarter, highlighted by strong AFFO per share growth of 8%, reflecting a strong and consistent year of investment activity. With substantial liquidity of nearly $800 million, we remain well-positioned to capitalize on an increasingly attractive investment landscape as we continue to deploy sale-leaseback capital supporting the growth of our middle-market tenant relationships.”
Portfolio Highlights
The Company’s investment portfolio as of December 31, 2023 is summarized as follows:
Number of properties
1,873
Weighted average lease term (WALT)
14.0 years
Weighted average rent coverage ratio
3.8x
Number of tenants
374
Number of concepts (i.e., brands)
588
Number of industries
16
Number of states
48
Weighted average occupancy
99.8%
Total square feet of rentable space
18,661,836
Cash ABR - service-oriented or experience-based
92.9%
Cash ABR - properties subject to master lease
65.7%
Portfolio Update
Investments
The Company’s investment activity during the three months and year ended December 31, 2023 is summarized as follows:
Quarter Ended
December 31, 2023
Year Ended
December 31, 2023
Investments:
Investment volume
$314.9 million
$1.0 billion
Number of transactions
43
126
Property count
93
293
Weighted average cash / GAAP cap rate
7.9%/9.1%
7.6%/8.9%
Weighted average lease escalation
1.9%
1.9%
% Subject to master lease
72%
68%
% Sale-leaseback transactions
97%
99%
% Existing relationship
96%
85%
% Required financial reporting (tenant/guarantor)
100%
100%
WALT
17.6 years
18.3 years
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Dispositions
The Company’s disposition activity during the three months and year ended December 31, 2023 is summarized as follows:
Quarter Ended
December 31, 2023
Year Ended
December 31, 2023
Dispositions:
Net proceeds
$30.6 million
$138.0 million
Number of properties sold
9
52
Net gain / (loss)
$4.8 million
$24.2 million
Weighted average cash cap rate (excluding vacant properties and sales subject to a tenant purchase option )
6.6%
6.3%
Loan Repayments
Loan repayments to the Company during the three months and year ended December 31, 2023 are summarized as follows:
Quarter Ended
December 31, 2023
Year Ended
December 31, 2023
Loan Repayments:
Proceeds—Principal
$4.6 million
$26.9 million
Proceeds—Prepayment penalties
$0.1 million
530,000
$0.4 million
Number of properties319
Weighted average cash cap rate
7.8%
7.4%
Leverage and Balance Sheet and Liquidity
The Company's leverage, balance sheet and liquidity are summarized in the following table.
December 31, 2023
Pro Forma (1) December 31, 2023
Leverage:
Net debt to Annualized Adjusted EBITDAre
4.4x
4.0x
Balance Sheet and Liquidity:
Cash and cash equivalents and restricted cash
$49.0 million
$179.6 million
Unused revolving credit facility capacity
$600.0 million
$600.0 million
Forward equity sales - unsettled
$130.6 million
Total available liquidity
$779.6 million
$779.6 million
ATM Program:
2022 ATM Program initial availability$500.0 million
Aggregate gross sales under the 2022 ATM Program
$220.6 million
Availability remaining under the 2022 ATM Program
$279.4 million
Average price per share of gross sales since inception in May 2022
$23.62
image_6a.jpg
1.Pro forma adjustments have been made to reflect 5,778,363 shares sold on a forward basis in the Company's September 2023 follow-on offering or ATM Program as if they had been physically settled for cash on December 31, 2023.
Guidance
2024 Guidance
The Company reiterates its previously issued expectation that 2024 AFFO per share on a fully diluted basis will be within a range of $1.71 to $1.75.
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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 period.
Dividend Information
As previously announced, on December 1, 2023, Essential Properties' board of directors declared a cash dividend of $0.285 per share of common stock for the quarter ended December 31, 2023. The dividend was paid on January 12, 2024 to stockholders of record as of the close of business on December 29, 2023.
Conference Call Information
In conjunction with the release of Essential Properties’ operating results, the Company will host a conference call on Thursday, February 15, 2024 at 10:00 a.m. EST 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: 13743572. The telephone replay will be available through February 29, 2024.
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—Fourth Quarter Ended December 31, 2023 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 December 31, 2023, the Company’s portfolio consisted of 1,873 freestanding net lease properties with a weighted average lease term of 14.0 years and a weighted average rent coverage ratio of 3.8x. In addition, as of December 31, 2023, the Company’s portfolio was 99.8% leased to 374 tenants operating 588 different concepts in 16 industries across 48 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
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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. Copies of each filing may be obtained from the Company or the Commission. Such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release.
The results reported in this press release are preliminary and not final. There can be no assurance that these results will not vary from the final results reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 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 expenses 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.
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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
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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.
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Essential Properties Realty Trust, Inc.
Consolidated Statements of Operations
Three months ended December 31,Year ended December 31,
(in thousands, except share and per share data)2023202220232022
(Unaudited)(Unaudited)(Unaudited)(Audited)
Revenues:
Rental revenue1,2
$92,937 $70,101 $339,897 $269,827 
Interest on loans and direct financing lease receivables
4,580 4,009 18,128 15,499 
Other revenue217 166 1,570 1,180 
Total revenues97,734 74,276 359,595 286,506 
Expenses:
General and administrative
7,335 6,508 30,678 29,464 
Property expenses3
1,317 784 4,663 3,452 
Depreciation and amortization27,440 24,121 102,219 88,562 
Provision for impairment of real estate1,903 9,623 3,548 20,164 
Change in provision for credit losses(14)(48)(99)88 
Total expenses37,981 40,988 141,009 141,730 
Other operating income:
Gain on dispositions of real estate, net4,847 12,565 24,167 30,647 
Income from operations64,600 45,853 242,753 175,423 
Other (expense)/income:
Loss on debt extinguishment4
— — (116)(2,138)
Interest expense(15,760)(12,128)(52,597)(40,370)
Interest income595 2,025 2,011 2,825 
Income before income tax expense49,435 35,750 192,051 135,740 
Income tax expense164 229 636 998 
Net income49,271 35,521 191,415 134,742 
Net income attributable to non-controlling interests(176)(171)(708)(612)
Net income attributable to stockholders$49,095 $35,350 $190,707 $134,130 
Basic weighted-average shares outstanding157,561,157 142,378,451 152,140,735 134,941,188 
Basic net income per share$0.31 $0.25 $1.25 $0.99 
Diluted weighted-average shares outstanding159,196,777 143,375,819 153,521,854 135,855,916 
Diluted net income per share$0.31 $0.25 $1.24 $0.99 
image_2.jpg
1.Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $225, $156 ,$743 and $682 for the three months and year ended December 31, 2023 and 2022, respectively.
2.Includes reimbursable income from the Company’s tenants of $674, $497, $2,867 and $2,081 for the three months and year ended December 31, 2023 and 2022, respectively.
3.Includes reimbursable expenses from the Company’s tenants $674, $497, $2,867 and $2,081 for the three months and year ended December 31, 2023 and 2022, respectively.
4.During the year ended December 31, 2023, includes debt extinguishment costs associated with the full repayment of the Company’s 2024 Term Loan and during the year ended December 31, 2022, includes debt extinguishment costs associated with the Company's restructuring of its credit and term loan facilities.
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Essential Properties Realty Trust, Inc.
Consolidated Balance Sheets
(in thousands, expect share and per share amounts)December 31, 2023December 31, 2022
(Unaudited)(Audited)
ASSETS
Investments:
Real estate investments, at cost:
Land and improvements$1,542,302 $1,228,687 
Building and improvements2,938,012 2,440,630 
Lease incentive17,890 18,352 
Construction in progress96,524 34,537 
Intangible lease assets89,209 88,364 
Total real estate investments, at cost4,683,937 3,810,570 
Less: accumulated depreciation and amortization(367,133)(276,307)
Total real estate investments, net4,316,804 3,534,263 
Loans and direct financing lease receivables, net223,854 240,035 
Real estate investments held for sale, net7,455 4,780 
Net investments4,548,113 3,779,078 
Cash and cash equivalents39,807 62,345 
Restricted cash9,156 9,155 
Straight-line rent receivable, net107,545 78,587 
Derivative assets30,980 47,877 
Rent receivables, prepaid expenses and other assets, net32,660 22,991 
Total assets$4,768,261 $4,000,033 
LIABILITIES AND EQUITY
Unsecured term loans, net of deferred financing costs$1,272,772 $1,025,492 
Senior unsecured notes, net395,846 395,286 
Revolving credit facility— — 
Intangible lease liabilities, net11,206 11,551 
Dividend payable47,182 39,398 
Derivative liabilities23,005 2,274 
Accrued liabilities and other payables31,248 29,261 
Total liabilities1,781,259 1,503,262 
Commitments and contingencies— — 
Stockholders' equity:
Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of December 31, 2023 and 2022
— — 
Common stock, $0.01 par value; 500,000,000 authorized; 164,635,150 and 142,379,655 issued and outstanding as of December 31, 2023 and 2022, respectively
1,646 1,424 
Additional paid-in capital3,078,459 2,563,305 
Distributions in excess of cumulative earnings(105,545)(117,187)
Accumulated other comprehensive loss4,019 40,719 
Total stockholders' equity2,978,579 2,488,261 
Non-controlling interests8,423 8,510 
Total equity2,987,002 2,496,771 
Total liabilities and equity$4,768,261 $4,000,033 
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Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures
Three months ended December 31,Year ended December 31,
(unaudited, in thousands except per share amounts)2023202220232022
Net income$49,271 $35,521 $191,415 $134,742 
Depreciation and amortization of real estate27,402 24,096 102,103 88,459 
Provision for impairment of real estate1,903 9,623 3,548 20,164 
Gain on dispositions of real estate, net(4,847)(12,565)(24,167)(30,647)
Funds from Operations73,729 56,675 272,899 212,718 
Non-core expenses1
78 — (510)2,388 
Core Funds from Operations73,807 56,675 272,389 215,106 
Adjustments:
Straight-line rental revenue, net(9,636)(4,005)(30,375)(20,615)
Non-cash interest992 621 3,187 2,616 
Non-cash compensation expense2,170 2,232 9,192 9,489 
Other amortization expense263 735 1,507 2,912 
Other non-cash charges28 (52)(73)74 
Capitalized interest expense(665)(394)(2,430)(757)
Adjusted Funds from Operations$66,959 $55,812 $253,397 $208,825 
Net income per share2:
Basic$0.31 $0.25 $1.25 $0.99 
Diluted$0.31 $0.25 $1.24 $0.99 
FFO per share2:
Basic$0.47 $0.40 $1.78 $1.57 
Diluted$0.46 $0.39 $1.77 $1.56 
Core FFO per share2:
Basic$0.47 $0.40 $1.78 $1.58 
Diluted$0.46 $0.39 $1.77 $1.58 
AFFO per share2:
Basic$0.42 $0.39 $1.66 $1.54 
Diluted$0.42 $0.39 $1.65 $1.53 
image_6a.jpg
1.Includes the following during the: i) three months ended December 31, 2023 — $0.1 million of accelerated expense related to the departure of a board member; ii) year ended December 31, 2023 — $0.1 million loss on debt extinguishment, $0.9 million of insurance recovery income and $0.3 million of separation costs and non-cash compensation expense in connection with the departure of a junior executive and board member; iii) year ended December 31, 2022 — $0.2 million of fees incurred in conjunction with a term loan amendment and our $2.1 million loss on debt extinguishment.
2.Calculations exclude $103, $94, $407 and $374 from the numerator for the three months and year ended December 31, 2023 and 2022, respectively, related to dividends paid on unvested restricted stock awards and restricted stock units.
10


Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures
(in thousands)
Three months ended December 31, 2023
Net income$49,271 
Depreciation and amortization27,440 
Interest expense15,760 
Interest income(595)
Income tax expense164 
EBITDA92,040 
Provision for impairment of real estate1,903 
Gain on dispositions of real estate, net(4,847)
EBITDAre
89,096 
Adjustment for current quarter re-leasing, acquisition and disposition activity1
4,506 
Adjustment to exclude other non-core or non-recurring activity2
185 
Adjustment to exclude termination/prepayment fees and certain percentage rent3
(144)
Adjusted EBITDAre - Current Estimated Run Rate
93,643 
General and administrative expense7,015 
Adjusted net operating income ("NOI")100,658 
Straight-line rental revenue, net1
(10,278)
Other amortization expense263 
Adjusted Cash NOI$90,643 
Annualized EBITDAre
$356,384 
Annualized Adjusted EBITDAre
$374,572 
Annualized Adjusted NOI$402,632 
Annualized Adjusted Cash NOI$362,572 
image_2.jpg
1.Adjustment is made to reflect EBITDAre, NOI and Cash NOI as if all re-leasing activity, investments in and dispositions of real estate and loan repayments completed during the three months ended December 31, 2023 had occurred on October 1, 2023.
2.Adjustment is made to i) exclude non-core expenses added back to compute Core FFO, ii) exclude changes in the Company's provision for credit losses and iii) eliminate the impact of seasonal fluctuation in certain non-cash compensation expense recorded in the period.
3.Adjustment excludes lease termination or loan prepayment fees and 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, if any.
11


Essential Properties Realty Trust, Inc.
Reconciliation of Non-GAAP Financial Measures
(dollars in thousands, except share and per share amounts)December 31, 2023RateWtd. Avg. Maturity
Unsecured debt:
February 2027 term loan1
$430,0002.4%3.1 years
January 2028 term loan1
400,0004.6%4.1 years
February 2029 term loan1,2
450,0004.3%5.2 years
Senior unsecured notes due July 2031400,0003.1%7.5 years
Revolving credit facility3
—%2.1 years
Total unsecured debt1,680,0003.6%4.9 years
Gross debt1,680,000
Less: cash & cash equivalents(39,807)
Less: restricted cash available for future investment(9,156)
Net debt1,631,037
Equity:
Preferred stock
Common stock & OP units (165,188,997 shares @ $25.56/share as of 12/31/23)4
4,208,074
Total equity4,208,074
Total enterprise value ("TEV")$5,839,111
Pro forma adjustments to Net Debt and TEV:5
Net debt$1,631,037
Less: Unsettled forward equity (5,778,363 shares @ $22.60 /share as of 12/31/23)
(130,591)
Pro forma net debt1,500,446
Total equity4,208,074
Common stock — unsettled forward equity (5,778,363 shares @ $25.56/share as of 12/31/23)
147,695
Pro forma TEV$5,856,215
Gross Debt / Undepreciated Gross Assets32.7 %
Net Debt / TEV27.9 %
Net Debt / Annualized Adjusted EBITDAre
4.4x
Pro Forma Gross Debt / Undepreciated Gross Assets31.9 %
Pro Forma Net Debt / Pro Forma TEV25.6 %
Pro Forma Net Debt / Annualized Adjusted EBITDAre
4.0x
image_2.jpg
1.Rates presented for the Company's term loans are fixed at the stated rates after giving effect to its interest rate swaps, applicable margin of 85bps (for 2027 and 2028 Term Loans) or 95bps (for 2029 Term Loan) and SOFR premium of 10bps.
2.Weighted average maturity calculation is made after giving effect to extension options exercisable at the Company's election.
3.The Company's revolving credit facility provides a maximum aggregate initial original principal amount of up to $600 million and includes an accordion feature to increase, subject to certain conditions, the maximum availability of the facility by up to $600 million. Borrowings bear interest at Term SOFR plus applicable margin of 77.5bps and SOFR premium of 10bps.
4.Common stock & OP units as of December 31, 2023, based on 164,635,150 common shares outstanding and 553,847 OP units held by non-controlling interests.
5.Pro forma adjustments have been made to reflect shares sold on a forward basis in the Company's September 2023 follow-on offering or ATM Program as if they had been physically settled on December 31, 2023.
12


Investor/Media:
Essential Properties Realty Trust, Inc.
Robert W. Salisbury, CFA
Senior Vice President, Capital Markets
609-436-0619
investors@essentialproperties.com
Source: Essential Properties Realty Trust, Inc.
13
Supplemental Information | As of December 31, 20230 Supplemental Information Fourth Quarter 2023 Exhibit 99.2


 
Supplemental Information | As of December 31, 20231 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 Information | As of December 31, 20232 l t l I f r ti | s f c r , 2 1. Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of $225, $156, $743 and $682 for the three months and year ended December 31, 2023 and 2022, respectively. 2. Includes reimbursable income from the Company’s tenants of $674, $497, $2,867 and $2,081 for the three months and year ended December 31, 2023 and 2022, respectively. 3. Includes reimbursable expenses from the Company’s tenants of $674, $497, $2,867 and $2,081 for the three months and year ended December 31, 2023 and 2022, respectively. 4. During the year ended December 31, 2023, includes debt extinguishment costs associated with the full repayment of the Company’s 2024 Term Loan and during the year ended December 31, 2022, includes debt extinguishment costs associated with the Company's restructuring of its credit and term loan facilities. Financial Summary Consolidated Statements of Operations Three Months Ended December 31, Year Ended December 31, (in thousands, except share and per share data) 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (audited) Revenues: Rental revenue1,2 $ 92,937 $ 70,101 $ 339,897 $ 269,827 Interest on loans and direct financing lease receivables 4,580 4,009 18,128 15,499 Other revenue, net 217 166 1,570 1,180 Total revenues 97,734 74,276 359,595 286,506 Expenses: General and administrative 7,335 6,508 30,678 29,464 Property expenses3 1,317 784 4,663 3,452 Depreciation and amortization 27,440 24,121 102,219 88,562 Provision for impairment of real estate 1,903 9,623 3,548 20,164 Change in provision for loan losses (14) (48) (99) 88 Total expenses 37,981 40,988 141,009 141,730 Other operating income: Gain on dispositions of real estate, net 4,847 12,565 24,167 30,647 Income from operations 64,600 45,853 242,753 175,423 Other (expense)/income: Loss on debt extinguishment4 — — (116) (2,138) Interest expense (15,760) (12,128) (52,597) (40,370) Interest income 595 2,025 2,011 2,825 Income before income tax expense 49,435 35,750 192,051 135,740 Income tax expense 164 229 636 998 Net income 49,271 35,521 191,415 134,742 Net income attributable to non-controlling interests (176) (171) (708) (612) Net income attributable to stockholders $ 49,095 $ 35,350 $ 190,707 $ 134,130 Basic weighted-average shares outstanding 157,561,157 142,378,451 152,140,735 134,941,188 Basic net income per share $ 0.31 $ 0.25 $ 1.25 $ 0.99 Diluted weighted-average shares outstanding 159,196,777 143,375,819 153,521,854 135,855,916 Diluted net income per share $ 0.31 $ 0.25 $ 1.24 $ 0.99


 
Supplemental Information | As of December 31, 20233 l t l I f r ti | s f c r , 3 1. Includes the following during the: i) three months ended December 31, 2023 — $0.1 million of accelerated expense related to the departure of a board member; ii) year ended December 31, 2023 — $0.1 million loss on debt extinguishment, $0.9 million of insurance recovery income and $0.3 million of separation costs and non-cash compensation expense in connection with the departure of a junior executive and board member; iii) year ended December 31, 2022 — $0.2 million of fees incurred in conjunction with a term loan amendment and our $2.1 million loss on debt extinguishment. 2. Calculations exclude $103, $94, $407 and $374 from the numerator for the three months and year ended December 31, 2023 and 2022, respectively, related to dividends paid on unvested restricted stock awards and restricted stock units. Financial Summary Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) Three Months Ended December 31, Year Ended December 31, (unaudited, in thousands except per share amounts) 2023 2022 2023 2022 Net income $ 49,271 $ 35,521 $ 191,415 $ 134,742 Depreciation and amortization of real estate 27,402 24,096 102,103 88,459 Provision for impairment of real estate 1,903 9,623 3,548 20,164 Gain on dispositions of real estate, net (4,847) (12,565) (24,167) (30,647) Funds from Operations 73,729 56,675 272,899 212,718 Non-core expense (income)1 78 — (510) 2,388 Core Funds from Operations 73,807 56,675 272,389 215,106 Adjustments: Straight-line rental revenue, net (9,636) (4,005) (30,375) (20,615) Non-cash interest 992 621 3,187 2,616 Non-cash compensation expense 2,170 2,232 9,192 9,489 Other amortization expense 263 735 1,507 2,912 Other non-cash charges 28 (52) (73) 74 Capitalized interest expense (665) (394) (2,430) (757) Adjusted Funds from Operations $ 66,959 $ 55,812 $ 253,397 $ 208,825 Net income per share2: Basic $ 0.31 $ 0.25 $ 1.25 $ 0.99 Diluted $ 0.31 $ 0.25 $ 1.24 $ 0.99 FFO per share2: Basic $ 0.47 $ 0.40 $ 1.78 $ 1.57 Diluted $ 0.46 $ 0.39 $ 1.77 $ 1.56 Core FFO per share2: Basic $ 0.47 $ 0.40 $ 1.78 $ 1.58 Diluted $ 0.46 $ 0.39 $ 1.77 $ 1.58 AFFO per share2: Basic $ 0.42 $ 0.39 $ 1.66 $ 1.54 Diluted $ 0.42 $ 0.39 $ 1.65 $ 1.53


 
Supplemental Information | As of December 31, 20234 l t l I f r ti | s f c r , 4 Financial Summary Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2023 December 31, 2022 ASSETS (unaudited) (audited) Investments: Real estate investments, at cost: Land and improvements $ 1,542,302 $ 1,228,687 Building and improvements 2,938,012 2,440,630 Lease incentive 17,890 18,352 Construction in progress 96,524 34,537 Intangible lease assets 89,209 88,364 Total real estate investments, at cost 4,683,937 3,810,570 Less: accumulated depreciation and amortization (367,133) (276,307) Total real estate investments, net 4,316,804 3,534,263 Loans and direct financing lease receivables, net 223,854 240,035 Real estate investments held for sale, net 7,455 4,780 Net investments 4,548,113 3,779,078 Cash and cash equivalents 39,807 62,345 Restricted cash 9,156 9,155 Straight-line rent receivable, net 107,545 78,587 Derivative assets 30,980 47,877 Rent receivables, prepaid expenses and other assets, net 32,660 22,991 Total assets $ 4,768,261 $ 4,000,033 LIABILITIES AND EQUITY Unsecured term loans, net of deferred financing costs $ 1,272,772 $ 1,025,492 Senior unsecured notes, net 395,846 395,286 Revolving credit facility — — Intangible lease liabilities, net 11,206 11,551 Dividend payable 47,182 39,398 Derivative liabilities 23,005 2,274 Accrued liabilities and other payables 31,248 29,261 Total liabilities 1,781,259 1,503,262 Commitments and contingencies — — Stockholders' equity: Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of 12/31/23 and 12/31/22 — — Common stock, $0.01 par value; 500,000,000 authorized; 164,635,150 and 142,379,655 issued and outstanding as of 12/31/23 and 12/31/22, respectively 1,646 1,424 Additional paid-in capital 3,078,459 2,563,305 Distributions in excess of cumulative earnings (105,545) (117,187) Accumulated other comprehensive loss 4,019 40,719 Total stockholders' equity 2,978,579 2,488,261 Non-controlling interests 8,423 8,510 Total equity 2,987,002 2,496,771 Total liabilities and equity $ 4,768,261 $ 4,000,033


 
Supplemental Information | As of December 31, 20235 l t l I f r ti | s f c r , 5 Financial Summary GAAP Reconciliations to EBITDAre, GAAP NOI, Cash NOI and Estimated Run Rate Metrics 1. Adjustment made to reflect EBITDAre, NOI and Cash NOI as if all re-leasing activity, investments in and dispositions of real estate and loan repayments completed during the three months ended December 31, 2023 had occurred on October 1, 2023. 2. Adjustment is made to i) exclude non-core income and expense adjustments made in computing Core FFO, ii) exclude changes in our provision for credit losses and iii) eliminate the impact of seasonal fluctuation in certain non-cash compensation expense recorded in the period. 3. Adjustment excludes lease termination or loan prepayment fees and 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, if any. Three Months Ended (unaudited, in thousands) December 31, 2023 Net income $ 49,271 Depreciation and amortization 27,440 Interest expense 15,760 Interest income (595) Income tax expense 164 EBITDA 92,040 Provision for impairment of real estate 1,903 Gain on dispositions of real estate, net (4,847) EBITDAre 89,096 Adjustment for current quarter re-leasing, acquisition and disposition activity1 4,506 Adjustment to exclude other non-core and non-recurring activity2 185 Adjustment to exclude termination/prepayment fees and certain percentage rent3 (144) Adjusted EBITDAre - Current Estimated Run Rate 93,643 General and administrative 7,015 Adjusted net operating income ("NOI") 100,658 Straight-line rental revenue, net1 (10,278) Other amortization expense 263 Adjusted Cash NOI $ 90,643 Annualized EBITDAre $ 356,384 Annualized Adjusted EBITDAre $ 374,572 Annualized Adjusted NOI $ 402,632 Annualized Adjusted Cash NOI $ 362,572


 
Supplemental Information | As of December 31, 20236 l t l I f r ti | s f c r , 6 Financial Summary Market Capitalization, Debt Summary and Leverage Metrics 1. Rates presented for our term loans are fixed at the stated rates after giving effect to our interest rate swaps, applicable margin of 85bps (for 2027 and 2028 Term Loans) or 95bps (for 2029 Term Loan) and SOFR premium of 10bps. 2. Weighted average maturity calculation is made after giving effect to extension options exercisable at our election. 3. Our revolving credit facility provides a maximum aggregate initial original principal amount of up to $600 million and includes an accordion feature to increase, subject to certain conditions, the maximum availability of the facility by up to $600 million. Borrowings bear interest at Term SOFR plus applicable margin of 77.5bps and SOFR premium of 10bps. 4. Common stock and OP units as of December 31, 2023, based on 164,635,150 common shares outstanding and 553,847 OP units held by non-controlling interests. 5. Pro forma adjustments have been made to reflect shares sold on a forward basis through the Company’s September 2023 follow-on offering and ATM Program as if they had been physically settled on December 31, 2023. (dollars in thousands, except share and per share amounts) December 31, 2023 Rate Wtd. Avg. Maturity Unsecured debt: February 2027 term loan1 $ 430,000 2.4% 3.1 years January 2028 term loan1 400,000 4.6% 4.1 years February 2029 term loan1,2 450,000 4.3% 5.2 years Senior unsecured notes due July 2031 400,000 3.1% 7.5 years Revolving credit facility3 — —% 2.1 years Total unsecured debt 1,680,000 3.6% 4.9 years Gross debt 1,680,000 Less: cash & cash equivalents (39,807) Less: restricted cash available for future investment (9,156) Net debt 1,631,037 Equity: Preferred stock — Common stock and OP units (165,188,997 shares @ $25.56/share as of 12/31/23)4 4,208,074 Total equity 4,208,074 Total enterprise value ("TEV") $ 5,839,111 Pro forma adjustments to Net Debt and TEV:5 Net debt $ 1,631,037 Less: Unsettled forward equity (5,778,363 shares @ $22.60/share as of 12/31/23) (130,591) Pro forma net debt 1,500,446 Total equity 4,208,074 Common stock — unsettled forward equity (5,778,363 shares @ $25.56/share as of 12/31/23) 147,695 Pro forma TEV $ 5,856,215 Gross Debt / Undepreciated Gross Assets 32.7% Net Debt / TEV 27.9% Net Debt / Annualized Adjusted EBITDAre 4.4x Pro Forma Gross Debt / Undepreciated Gross Assets 31.9% Pro Forma Net Debt / Pro Forma TEV 25.6% Pro Forma Net Debt / Annualized Adjusted EBITDAre 4.0x


 
Supplemental Information | As of December 31, 20237 $237,795 $175,738 $195,454 $328,370 $207,147 $277,361 $213,327 $314,865 $0 $40,000 $80,000 $120,000 $160,000 $200,000 $240,000 $280,000 $320,000 $360,000 In v e s tm e n t A c ti v it y ( $ 0 0 0 s ) In v e s tm e n t A c ti v it y ( $ 0 0 0 s ) 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 loans receivable collateralized by more than one property. 6. Includes investments in mortgage loans receivable made in support of sale-leaseback transactions. Investments1 1Q’22 2Q’22 3Q’22 4Q’22 1Q’23 2Q’23 3Q’23 4Q’23 Number of Transactions 23 23 27 39 24 29 30 43 Property Count 105 39 40 115 57 78 65 93 Average Investment per Unit (in 000s) $2,187 $3,870 $3,750 $2,782 $3,401 $3,350 $2,812 $3,008 Cash Cap Rates2 7.0% 7.0% 7.1% 7.5% 7.6% 7.4% 7.6% 7.9% GAAP Cap Rates3 7.8% 8.0% 8.2% 8.8% 9.0% 8.7% 8.7% 9.1% Weighted Average Lease Escalation 1.4% 1.5% 1.6% 1.8% 2.0% 1.9% 2.0% 1.9% Master Lease %4,5 83% 86% 68% 90% 86% 57% 60% 72% Sale-Leaseback %4,6 100% 100% 89% 99% 100% 99% 100% 97% Existing Relationship %4 83% 79% 94% 95% 94% 66% 86% 96% % of Financial Reporting4 100% 100% 100% 100% 100% 100% 100% 100% Rent Coverage Ratio 3.3x 2.7x 4.4x 3.2x 3.3x 3.9x 3.3x 3.3x Lease Term Years 15.0 17.2 16.5 18.7 19.0 19.3 17.6 17.6


 
Supplemental Information | As of December 31, 20238 $18,443 $26,091 $35,513 $75,522 $37,161 $41,736 $28,496 $30,602 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 D is p o s it io n A c ti v it y ( $ 0 0 0 s )1 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. Excludes properties sold pursuant to an existing tenant purchase option or properties purchased by the tenant. 5. Property count excludes dispositions of undeveloped land parcels or dispositions where only a portion of the owned parcel is sold. Dispositions 1Q’22 2Q’22 3Q’22 4Q’22 1Q’23 2Q’23 3Q’23 4Q’23 Realized Gain/(Loss)1,2 0.4% 38.6% 11.1% 7.2% (2.1%) (0.9%) (2.3%) 8.2% Cash Cap Rate on Leased Assets3,4 7.1% 6.2% 6.2% 6.9% 6.1% 6.2% 6.5% 6.6% Leased Properties Sold5 6 8 12 25 17 14 9 9 Vacant Properties Sold5 — — — 1 — 2 1 — Rent Coverage Ratio 2.5x4 1.1x 1.2x 2.1x 2.3x 2.2x 3.6x 3.5x


 
Supplemental Information | As of December 31, 20239 Portfolio Summary Portfolio Highlights Investment Properties (#)1 1,873 Square Footage (mm) 18.7 Tenants (#) 374 Concepts (#) 588 Industries (#) 16 States (#) 48 Weighted Average Remaining Lease Term (Years) 14.0 Triple-Net Leases (% of Cash ABR) 95.9% Master Leases (% of Cash ABR) 65.7% Sale-Leaseback (% of Cash ABR)2,3 90.1% Unit-Level Rent Coverage 3.8x Unit-Level Financial Reporting (% of Cash ABR) 98.8% Leased (%) 99.8% Top 10 Tenants (% of Cash ABR) 18.1% Average Investment Per Property ($mm) $2.7 Total Cash ABR ($mm) $364.8 1. Includes 136 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 December 31, 2023


 
Supplemental Information | As of December 31, 202310 Top 10 Tenants1 Properties2 % of Cash ABR 48 3.8% 8 2.3% 31 1.9% 16 1.6% 6 1.6% 10 1.6% 77 1.5% 12 1.3% 26 1.3% 13 1.2% Top 10 Tenants 247 18.1% Total 1,870 100.0% Portfolio Summary Tenant and Industry Diversification Top 10 Tenants Diversification by Industry 1. Represents tenant, guarantor or parent company. 2. Property count includes 136 properties that secure mortgage loans receivable and excludes three vacant properties. 3. Calculation excludes three vacant properties, properties with no annualized base rent and properties under construction. Tenant Industry Type of Business Cash ABR ($'000s) % of Cash ABR # of Properties2 Building SqFt3 Rent Per SqFt3 Car Washes Service $ 55,177 15.1% 179 887,863 $ 62.53 Early Childhood Education Service 42,288 11.6% 191 1,990,269 21.25 Quick Service Service 39,101 10.7% 427 1,145,403 34.48 Medical / Dental Service 38,581 10.6% 206 1,557,129 24.78 Automotive Service Service 30,003 8.2% 224 1,526,876 19.65 Casual Dining Service 25,506 7.0% 115 817,546 31.20 Equipment Rental and Sales Service 18,572 5.1% 72 1,252,458 14.83 Convenience Stores Service 18,415 5.0% 145 578,272 33.09 Other Services Service 8,634 2.4% 46 600,191 14.39 Family Dining Service 6,835 1.9% 38 249,173 27.43 Pet Care Services Service 5,904 1.6% 38 260,429 23.92 Service Subtotal $ 289,016 79.2% 1,681 10,865,609 $ 26.73 Entertainment Experience 29,970 8.2% 54 1,727,559 17.35 Health and Fitness Experience 15,633 4.3% 38 1,427,431 11.34 Movie Theatres Experience 4,398 1.2% 6 293,206 15.00 Experience Subtotal $ 50,001 13.7% 98 3,448,196 $ 14.71 Grocery Retail 11,604 3.2% 32 1,477,780 7.85 Home Furnishings Retail 1,491 0.4% 3 176,809 8.44 Retail Subtotal $ 13,095 3.6% 35 1,654,589 $ 7.91 Other Industrial Industrial 8,754 2.4% 33 1,367,097 6.40 Building Materials Industrial 3,910 1.1% 23 1,257,017 3.11 Industrial Subtotal $ 12,664 3.5% 56 2,624,114 $ 4.83 Total $ 364,776 100.0% 1,870 18,592,508 $ 19.73


 
Supplemental Information | As of December 31, 202311 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 2 0 2 4 2 0 2 5 2 0 2 6 2 0 2 7 2 0 2 8 2 0 2 9 2 0 3 0 2 0 3 1 2 0 3 2 2 0 3 3 2 0 3 4 2 0 3 5 2 0 3 6 2 0 3 7 2 0 3 8 2 0 3 9 T h e re a ft e r % o f C a s h A B R < 1.00x 1.00 to 1.49x 1.50 to 1.99x ≥ 2.00x NR 37.4% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 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 s h A B R < 1.00x 1.00 to 1.49x 1.50 to 1.99x ≥ 2.00x NR ≥ 2.00x: 73.2% Not Reported: 1.3% 1.50x to 1.99x: 12.5% 1.00x to 1.49x: 9.9% < 1.00x: 3.1% 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 December 31, 2023, 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 98.8% Corporate-Level Financial Reporting 98.8% Both Unit-Level and Corporate-Level Financial Information 98.2% No Financial Information 0.7% Rent Coverage Ratio (x) Rent Coverage Ratio (x) Expiring through 2028: 4.7% of ABR, 2.8x coverage


 
Supplemental Information | As of December 31, 202312 Cash ABR % of # of Wgt. Avg. Lease Terminated Leases Re-Leased Total Year1 ($’000)s Cash ABR Properties2 Coverage3 $(000)s Renewals Without Vacancy After Vacancy Leasing 2024 1,506 0.4% 20 2.3x Prior Cash ABR $ 432 $ 1,377 $ 673 $ 2,482 2025 2,226 0.6% 15 3.2x New Cash ABR4 457 1,041 456 1,954 2026 3,046 0.8% 19 3.0x Recovery Rate 105.6% 75.6% 67.7% 78.7% 2027 6,140 1.7% 55 2.9x Number of Leases 6 12 4 22 2028 4,323 1.2% 16 2.7x Average Months Vacant — — 8.6 — 2029 9,701 2.7% 113 5.2x % of Total Cash ABR5 0.1% 0.3% 0.1% 0.5% 2030 4,116 1.1% 45 4.7x 2031 13,059 3.6% 78 2.8x 2032 12.209 3.3% 47 4.2x 2033 7,842 2.1% 24 3.4x 2034 28,169 7.7% 200 6.6x Vacant Properties at September 30, 2023 3 2035 14,795 4.1% 98 3.7x Expiration Activity — 2036 39,372 10.8% 159 4.4x Properties Subject to Lease Termination 2 2037 21,714 6.0% 127 6.0x Vacant Property Sales — 2038 42,516 11.7% 178 3.6x Properties Leased (2) 2039 17,471 4.8% 80 2.5x Vacant Properties at December 31, 2023 3 2040 28,548 7.8% 126 2.5x 2041 23,060 6.3% 111 2.6x 2042 40,198 11.0% 177 3.3x 2043 37,333 10.2% 158 2.9x Thereafter 7,432 2.0% 24 4.1x Total $ 364,776 100.0% 1,870 3.8x Leasing Summary Leasing Expiration Schedule, Leasing Activity and Statistics 1. Expiration year of contracts in place as of December 31, 2023, excluding any tenant option renewal periods that have not been exercised. 2. Property count includes 136 properties that secure mortgage loans receivable but excludes three vacant properties. 3. Weighted by cash ABR as of December 31, 2023. 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 December 31, 2023. Annual Lease Expiration by Cash ABR Leasing Activity – Trailing 12 Months Leasing Statistics


 
Supplemental Information | As of December 31, 202313 Leasing Summary Same-Store Analysis Same-Store Portfolio Performance1 Contractual Cash Rent ($000s) 2 % Type of Business 4Q’22 4Q’23 Change Service $ 52,191 $ 52,958 1.5% Experience 8,112 8,247 1.7% Retail 2,810 2,821 0.4% Industrial 1,663 1,691 1.7% Total Same-Store Rent $ 64,777 $ 65,717 1.5% 1. All properties owned, excluding new sites under construction, for the entire same-store measurement period, which is October 1, 2022 through December 31, 2023. The same-store portfolio for 4Q’23 is comprised of 1,451 properties and represents 72% of our total portfolio as measured by contractual cash rent and interest divided by our cash ABR at December 31, 2023. 2. The amount of cash rent and interest our tenants are contractually obligated to pay per the in-place lease or mortgage as of December 31, 2023; excludes (i) percentage rent that is subject to sales breakpoints per the lease and (ii) redevelopment properties in a free rent period. 2.0% 1.9% 1.7% 1.6% 1.6% 1.5% 1.2% 1.5% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 Trailing 8 Qtr. Avg. Same-Store Rent Growth1


 
Supplemental Information | As of December 31, 202314 Contractual Fixed 96.3% CPI 2.4% Flat 1.3% Leasing Summary Lease Escalations 1. Based on cash ABR as of December 31, 2023. 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 81.9% 1.7% Every 2 years 1.1% 1.5% Every 3 years 0.2% 0.0% Every 4 years 0.2% 1.0% Every 5 years 12.9% 1.8% Other escalation frequencies 2.4% 1.1% Flat 1.3% 0.0% Total / Weighted Average 100.0% 1.7%


 
Supplemental Information | As of December 31, 202315 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 expenses 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 expense, other non-cash charges and capitalized interest expense. 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 Information | As of December 31, 202316 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 Information | As of December 31, 202317 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.