Essential Properties Announces Fourth Quarter 2025 Results
- Fourth Quarter Net Income per Share of
- Closed Investments of
- Increases 2026 AFFO Guidance to
Fourth Quarter 2025 Financial and Operating Highlights:
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Operating Results (compared to Fourth Quarter 2024): |
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• Investments (58 properties) |
$ Invested |
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||
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Weighted Avg Cash Cap Rate |
7.7% |
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• Dispositions (19 properties) |
Net Proceeds |
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||
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Weighted Avg Cash Cap Rate |
6.9% |
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• Net Income per Share |
Increased by 13% |
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||
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• Funds from Operations (“FFO”) per Share (1) |
Increased by 15% |
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• Core Funds from Operations (“Core FFO”) per Share (1) |
Increased by 13% |
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• Adjusted Funds from Operations (“AFFO”) per Share (1) |
Increased by 9% |
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Debt, Equity & Leverage: |
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||
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• Equity Raised (Gross) - ATM Program (2) |
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• Pro Forma Net Debt to Annualized Adjusted EBITDAre (1) |
As of Quarter End |
3.8x |
Full Year 2025 Financial and Operating Highlights:
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Operating Results (compared to 2024): |
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|
||
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• Investments (270 properties) |
$ Invested |
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||
|
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Weighted Avg Cash Cap Rate |
7.9% |
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• Dispositions (60 properties) |
Net Proceeds |
|
||
|
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Weighted Avg Cash Cap Rate |
7.0% |
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• Net Income per share |
Increased by 11% |
|
||
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• FFO per share (1) |
Increased by 8% |
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||
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• Core FFO per share (1) |
Increased by 8% |
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||
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• AFFO per share (1) |
Increased by 9% |
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Debt, Equity & Leverage: |
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|
||
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• Public Debt Issuance ( |
10 years; 5.40% coupon |
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• Equity Raised (Gross) - Follow-On Offering ( |
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• Equity Raised (Gross) - ATM Program (2) |
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1. |
See page 10 for reconciliations of non-GAAP financial measures to corresponding GAAP metrics. |
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2. |
All shares were sold on a forward basis and a total of 10,900,920 shares remain unsettled as of |
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Activity Subsequent to Fourth Quarter 2025:
|
• Investments |
$ Invested |
|
||
|
• Dispositions |
$ Gross Proceeds |
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CEO Comments
Commenting on the fourth quarter and full year 2025 results, the Company's Chief Executive Officer,
Portfolio Highlights
The Company’s investment portfolio as of
|
|
|
|
|
Number of properties |
|
2,300 |
|
Weighted average lease term (WALT) |
|
14.4 years |
|
Weighted average rent coverage ratio |
|
3.6x |
|
Top 10 tenant concentration (% of cash ABR) |
|
16.5% |
|
Top 20 tenant concentration (% of cash ABR) |
|
27.1% |
|
Weighted average occupancy (6 vacant properties) |
|
99.7% |
|
Total square feet of rentable space |
|
25.9 million |
|
Service-oriented or experience-based (% of cash ABR) |
|
91.5% |
|
Properties subject to master lease (% of cash ABR) |
|
66.8% |
Portfolio Update
Investments
During the three months ended
|
|
|
Quarter Ended
|
|
Year Ended
|
|
Investments: |
|
|
|
|
|
Investment volume |
|
|
|
|
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Number of transactions |
|
34 |
|
115 |
|
Property count |
|
58 |
|
270 |
|
Weighted average cash / GAAP cap rate |
|
7.7%/9.1% |
|
7.9%/9.6% |
|
Weighted average lease escalation |
|
2.0% |
|
2.2% |
|
% Subject to master lease |
|
76% |
|
73% |
|
% Sale-leaseback transactions |
|
100% |
|
95% |
|
% Existing relationship |
|
85% |
|
82% |
|
% Required financial reporting (tenant/guarantor) |
|
100% |
|
100% |
|
WALT |
|
19.4 years |
|
18.8 years |
Dispositions
The Company’s disposition activity during the three months and year ended
|
|
|
Quarter Ended
|
|
Year Ended
|
|
Dispositions: |
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|
|
|
|
Net proceeds |
|
|
|
|
|
Number of properties sold |
|
19 |
|
60 |
|
Net gain / (loss) |
|
|
|
|
|
Weighted average cash cap rate (excluding vacant properties and sales subject to a tenant purchase option) |
|
6.9% |
|
7.0% |
Loan Repayments
Loan repayments received by the Company during the three months and year ended
|
|
|
Quarter Ended
|
|
Year Ended
|
|
Loan Repayments: |
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|
|
|
|
Proceeds—Principal |
|
|
|
|
|
Number of properties |
|
5 |
|
14 |
|
Weighted average interest rate |
|
8.7% |
|
8.8% |
Leverage and Liquidity
The Company's leverage and liquidity as of
|
|
|
|
|
Pro Forma (1) |
|
Leverage: |
|
|
|
|
|
Net debt to Annualized Adjusted EBITDAre |
|
4.4x |
|
3.8x |
|
|
|
|
|
|
|
Liquidity: |
|
|
|
|
|
Cash and cash equivalents and restricted cash |
|
|
|
|
|
Unused revolving credit facility capacity |
|
|
|
|
|
Forward equity sales - unsettled |
|
|
|
— |
|
Total available liquidity |
|
|
|
|
|
|
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|
|
|
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ATM Program: |
|
|
|
|
|
|
|
|
|
|
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Aggregate gross sales under the |
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|
|
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Availability remaining under the |
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1. |
Pro forma adjustments have been made to reflect 10,900,920 unsettled shares sold on a forward basis as if they had been physically settled for cash on |
|
Equity Activity
The Company's equity activity during the three months ended
|
|
|
Primary Offering |
|
ATM Program |
|
Total |
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|
|
|
Shares |
|
Price (Net) (1) |
|
Shares |
|
Price (Net) (1) |
|
Shares |
|
Price (Net) (1) |
|
Net Proceeds (000s) |
|
Forward Shares Unsettled -
|
|
9,430,000 |
|
|
|
7,521,624 |
|
|
|
16,951,624 |
|
|
|
|
|
Shares Sold - |
|
— |
|
— |
|
5,507,177 |
|
30.53 |
|
5,507,177 |
|
30.53 |
|
168,134 |
|
Shares Settled - |
|
(4,715,000) |
|
30.47 |
|
(6,842,881) |
|
31.43 |
|
(11,557,881) |
|
31.04 |
|
(358,738) |
|
Forward Shares Unsettled - |
|
4,715,000 |
|
|
|
6,185,920 |
|
|
|
10,900,920 |
|
|
|
|
|
1. |
All prices are inclusive of forward price adjustments as of |
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Guidance
2026 Guidance
The Company is increasing its previously issued 2026 AFFO per share estimate and now expects that fully diluted 2026 AFFO per share will be within a range of
Note: The Company does not provide guidance for the most comparable GAAP financial measures, net income and general and administrative expense, or a reconciliation of the forward-looking non-GAAP financial measures of AFFO to net income computed in accordance with GAAP and Cash G&A expense to general and administrative expense computed in accordance with GAAP, because it is unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measures, 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 non-cash 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
Conference Call Information
In conjunction with the release of Essential Properties’ operating results, the Company will host a conference call on
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: 11160701. The telephone replay will be available through
A replay of the conference call webcast will be available on our website approximately three 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 Investor Presentation and Supplemental Information—Fourth Quarter 2025 is available on Essential Properties’ website at investors.essentialproperties.com.
About
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
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
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Consolidated Statements of Operations |
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Three months ended |
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Year ended |
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(in thousands, except share and per share data) |
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|
2025 |
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2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
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Revenues: |
|
|
|
|
|
|
|
|
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Rental revenue1,2 |
|
$ |
140,091 |
|
|
$ |
112,358 |
|
|
$ |
527,534 |
|
|
$ |
425,749 |
|
|
Interest on loans and direct financing lease receivables |
|
|
8,397 |
|
|
|
7,333 |
|
|
|
31,625 |
|
|
|
23,409 |
|
|
Other revenue |
|
|
1,380 |
|
|
|
17 |
|
|
|
2,060 |
|
|
|
452 |
|
|
Total revenues |
|
|
149,868 |
|
|
|
119,708 |
|
|
|
561,219 |
|
|
|
449,610 |
|
|
|
|
|
|
|
|
|
|
|
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Expenses: |
|
|
|
|
|
|
|
|
||||||||
|
General and administrative |
|
|
8,441 |
|
|
|
8,469 |
|
|
|
40,864 |
|
|
|
35,161 |
|
|
Property expenses2 |
|
|
1,975 |
|
|
|
1,313 |
|
|
|
7,576 |
|
|
|
4,997 |
|
|
Depreciation and amortization |
|
|
41,044 |
|
|
|
32,829 |
|
|
|
153,602 |
|
|
|
122,161 |
|
|
Provision for impairment of real estate |
|
|
4,063 |
|
|
|
2,587 |
|
|
|
11,997 |
|
|
|
14,845 |
|
|
Change in provision for credit losses |
|
|
26 |
|
|
|
(19 |
) |
|
|
108 |
|
|
|
230 |
|
|
Total expenses |
|
|
55,549 |
|
|
|
45,179 |
|
|
|
214,147 |
|
|
|
177,394 |
|
|
Other operating income: |
|
|
|
|
|
|
|
|
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|
Gain on dispositions of real estate, net |
|
|
4,428 |
|
|
|
4,575 |
|
|
|
12,849 |
|
|
|
5,977 |
|
|
Income from operations |
|
|
98,747 |
|
|
|
79,104 |
|
|
|
359,921 |
|
|
|
278,193 |
|
|
Other (expense)/income: |
|
|
|
|
|
|
|
|
||||||||
|
Interest expense |
|
|
(30,944 |
) |
|
|
(23,958 |
) |
|
|
(108,083 |
) |
|
|
(78,544 |
) |
|
Interest income |
|
|
631 |
|
|
|
559 |
|
|
|
2,537 |
|
|
|
3,069 |
|
|
Other income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,548 |
|
|
Income before income tax expense |
|
|
68,434 |
|
|
|
55,705 |
|
|
|
254,375 |
|
|
|
204,266 |
|
|
Income tax expense |
|
|
160 |
|
|
|
157 |
|
|
|
644 |
|
|
|
628 |
|
|
Net income |
|
|
68,274 |
|
|
|
55,548 |
|
|
|
253,731 |
|
|
|
203,638 |
|
|
Net income attributable to non-controlling interests |
|
|
(207 |
) |
|
|
(174 |
) |
|
|
(718 |
) |
|
|
(634 |
) |
|
Net income attributable to stockholders |
|
$ |
68,067 |
|
|
$ |
55,374 |
|
|
$ |
253,013 |
|
|
$ |
203,004 |
|
|
|
|
|
|
|
|
|
|
|
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|
Basic weighted-average shares outstanding |
|
|
199,903,360 |
|
|
|
177,425,316 |
|
|
|
196,051,237 |
|
|
|
173,855,427 |
|
|
Basic net income per share |
|
$ |
0.34 |
|
|
$ |
0.31 |
|
|
$ |
1.29 |
|
|
$ |
1.16 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted weighted-average shares outstanding |
|
|
201,619,219 |
|
|
|
182,326,800 |
|
|
|
198,054,768 |
|
|
|
177,115,170 |
|
|
Diluted net income per share |
|
$ |
0.34 |
|
|
$ |
0.30 |
|
|
$ |
1.28 |
|
|
$ |
1.15 |
|
|
1. |
Includes contingent rent (based on a percentage of the tenant's gross sales at the leased property) of |
|
|
2. |
Includes reimbursable income or reimbursable expenses from the Company’s tenants of |
|
|
|
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Consolidated Balance Sheets |
||||||||
|
(in thousands, except share and per share data) |
|
|
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|
||||
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|
|
(Unaudited) |
|
(Audited) |
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ASSETS |
|
|
|
|
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|
Investments: |
|
|
|
|
||||
|
Real estate investments, at cost: |
|
|
|
|
||||
|
Land and improvements |
|
$ |
2,200,829 |
|
|
$ |
1,865,610 |
|
|
Building and improvements |
|
|
4,388,959 |
|
|
|
3,536,000 |
|
|
Lease incentives |
|
|
24,154 |
|
|
|
17,903 |
|
|
Construction in progress |
|
|
49,881 |
|
|
|
153,789 |
|
|
Intangible lease assets |
|
|
99,217 |
|
|
|
94,047 |
|
|
Total real estate investments, at cost |
|
|
6,763,040 |
|
|
|
5,667,349 |
|
|
Less: accumulated depreciation and amortization |
|
|
(612,674 |
) |
|
|
(476,827 |
) |
|
Total real estate investments, net |
|
|
6,150,366 |
|
|
|
5,190,522 |
|
|
Loans and direct financing lease receivables, net |
|
|
401,323 |
|
|
|
352,066 |
|
|
Real estate investments held for sale, net |
|
|
2,635 |
|
|
|
10,018 |
|
|
Net investments |
|
|
6,554,324 |
|
|
|
5,552,606 |
|
|
Cash and cash equivalents |
|
|
60,181 |
|
|
|
40,713 |
|
|
Restricted cash |
|
|
10,184 |
|
|
|
4,265 |
|
|
Straight-line rent receivable, net |
|
|
191,008 |
|
|
|
143,435 |
|
|
Derivative assets |
|
|
7,861 |
|
|
|
27,714 |
|
|
Rent receivables, prepaid expenses and other assets, net |
|
|
39,465 |
|
|
|
29,949 |
|
|
Total assets |
|
$ |
6,863,023 |
|
|
$ |
5,798,682 |
|
|
|
|
|
|
|
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|
LIABILITIES AND EQUITY |
|
|
|
|
||||
|
Unsecured term loans, net of deferred financing costs |
|
$ |
1,725,010 |
|
|
$ |
1,721,114 |
|
|
Senior unsecured notes, net |
|
|
786,708 |
|
|
|
396,403 |
|
|
Revolving credit facility |
|
|
— |
|
|
|
— |
|
|
Intangible lease liabilities, net |
|
|
10,766 |
|
|
|
10,700 |
|
|
Dividend payable |
|
|
65,391 |
|
|
|
55,608 |
|
|
Derivative liabilities |
|
|
26,226 |
|
|
|
7,585 |
|
|
Accrued liabilities and other payables |
|
|
41,028 |
|
|
|
35,145 |
|
|
Total liabilities |
|
|
2,655,129 |
|
|
|
2,226,555 |
|
|
Commitments and contingencies |
|
|
— |
|
|
|
— |
|
|
Stockholders' equity: |
|
|
|
|
||||
|
Preferred stock, |
|
|
— |
|
|
|
— |
|
|
Common stock, |
|
|
2,097 |
|
|
|
1,875 |
|
|
Additional paid-in capital |
|
|
4,328,137 |
|
|
|
3,658,219 |
|
|
Distributions in excess of cumulative earnings |
|
|
(109,261 |
) |
|
|
(113,302 |
) |
|
Accumulated other comprehensive (loss) income |
|
|
(20,979 |
) |
|
|
16,886 |
|
|
Total stockholders' equity |
|
|
4,199,994 |
|
|
|
3,563,678 |
|
|
Non-controlling interests |
|
|
7,900 |
|
|
|
8,449 |
|
|
Total equity |
|
|
4,207,894 |
|
|
|
3,572,127 |
|
|
Total liabilities and equity |
|
$ |
6,863,023 |
|
|
$ |
5,798,682 |
|
|
|
||||||||||||||||
|
Reconciliation of Non-GAAP Financial Measures |
||||||||||||||||
|
|
|
Three months ended |
|
Year ended |
||||||||||||
|
(unaudited, in thousands except per share data) |
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
Net income |
|
$ |
68,274 |
|
|
$ |
55,548 |
|
|
$ |
253,731 |
|
|
$ |
203,638 |
|
|
Depreciation and amortization of real estate |
|
|
41,018 |
|
|
|
32,786 |
|
|
|
153,453 |
|
|
|
121,997 |
|
|
Provision for impairment of real estate |
|
|
4,063 |
|
|
|
2,587 |
|
|
|
11,997 |
|
|
|
14,845 |
|
|
Gain on dispositions of real estate, net |
|
|
(4,428 |
) |
|
|
(4,575 |
) |
|
|
(12,849 |
) |
|
|
(5,977 |
) |
|
Funds from Operations |
|
|
108,927 |
|
|
|
86,346 |
|
|
|
406,332 |
|
|
|
334,503 |
|
|
Non-core expense (income)1 |
|
|
(2,354 |
) |
|
|
— |
|
|
|
(2,354 |
) |
|
|
— |
|
|
Core Funds from Operations |
|
|
106,573 |
|
|
|
86,346 |
|
|
|
403,978 |
|
|
|
334,503 |
|
|
Adjustments: |
|
|
|
|
|
|
|
|
||||||||
|
Straight-line rental revenue, net |
|
|
(12,638 |
) |
|
|
(7,403 |
) |
|
|
(50,162 |
) |
|
|
(38,661 |
) |
|
Non-cash interest |
|
|
1,770 |
|
|
|
1,088 |
|
|
|
5,802 |
|
|
|
4,086 |
|
|
Non-cash compensation expense |
|
|
3,420 |
|
|
|
2,622 |
|
|
|
14,438 |
|
|
|
10,827 |
|
|
Other amortization expense |
|
|
345 |
|
|
|
1,066 |
|
|
|
1,723 |
|
|
|
1,802 |
|
|
Other non-cash adjustments |
|
|
663 |
|
|
|
101 |
|
|
|
2,054 |
|
|
|
1,075 |
|
|
Capitalized interest expense |
|
|
(437 |
) |
|
|
(2,070 |
) |
|
|
(3,192 |
) |
|
|
(5,760 |
) |
|
Adjusted Funds from Operations |
|
$ |
99,696 |
|
|
$ |
81,750 |
|
|
$ |
374,641 |
|
|
$ |
307,872 |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net income per share2: |
|
|
|
|
|
|
|
|
||||||||
|
Basic |
|
$ |
0.34 |
|
|
$ |
0.31 |
|
|
$ |
1.29 |
|
|
$ |
1.16 |
|
|
Diluted |
|
$ |
0.34 |
|
|
$ |
0.30 |
|
|
$ |
1.28 |
|
|
$ |
1.15 |
|
|
FFO per share2: |
|
|
|
|
|
|
|
|
||||||||
|
Basic |
|
$ |
0.54 |
|
|
$ |
0.48 |
|
|
$ |
2.06 |
|
|
$ |
1.92 |
|
|
Diluted |
|
$ |
0.54 |
|
|
$ |
0.47 |
|
|
$ |
2.05 |
|
|
$ |
1.89 |
|
|
Core FFO per share2: |
|
|
|
|
|
|
|
|
||||||||
|
Basic |
|
$ |
0.53 |
|
|
$ |
0.48 |
|
|
$ |
2.05 |
|
|
$ |
1.92 |
|
|
Diluted |
|
$ |
0.53 |
|
|
$ |
0.47 |
|
|
$ |
2.04 |
|
|
$ |
1.89 |
|
|
AFFO per share2: |
|
|
|
|
|
|
|
|
||||||||
|
Basic |
|
$ |
0.50 |
|
|
$ |
0.46 |
|
|
$ |
1.90 |
|
|
$ |
1.76 |
|
|
Diluted |
|
$ |
0.49 |
|
|
$ |
0.45 |
|
|
$ |
1.89 |
|
|
$ |
1.74 |
|
|
1. |
Includes the recognition of |
|
|
2. |
Calculations exclude |
|
|
|
|
Three months ended |
|
Year ended |
||||||||||||
|
(unaudited, in thousands) |
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
|
General and administrative expense |
|
$ |
8,441 |
|
|
$ |
8,469 |
|
|
$ |
40,864 |
|
|
$ |
35,161 |
|
|
Non-core general and administrative expense1 |
|
|
2,354 |
|
|
|
— |
|
|
|
2,354 |
|
|
|
— |
|
|
Non-cash compensation expense |
|
|
(3,420 |
) |
|
|
(2,622 |
) |
|
|
(14,438 |
) |
|
|
(10,827 |
) |
|
Straight-line rent expense |
|
|
(5 |
) |
|
|
— |
|
|
|
(26 |
) |
|
|
(1 |
) |
|
Cash G&A |
|
$ |
7,369 |
|
|
$ |
5,847 |
|
|
$ |
28,754 |
|
|
$ |
24,333 |
|
|
1. |
Includes the recognition of |
|
|
|
||||
|
Reconciliation of Non-GAAP Financial Measures |
||||
|
(unaudited, in thousands) |
|
Three months ended |
||
|
Net income |
|
$ |
68,274 |
|
|
Depreciation and amortization |
|
|
41,044 |
|
|
Interest expense |
|
|
30,944 |
|
|
Interest income |
|
|
(631 |
) |
|
Income tax expense |
|
|
160 |
|
|
EBITDA |
|
|
139,791 |
|
|
Provision for impairment of real estate |
|
|
4,063 |
|
|
Gain on dispositions of real estate, net |
|
|
(4,428 |
) |
|
EBITDAre |
|
|
139,426 |
|
|
Adjustment for current quarter re-leasing, acquisition and disposition activity1 |
|
|
4,645 |
|
|
Adjustment for other non-core or non-recurring activity2 |
|
|
(2,047 |
) |
|
Adjustment to exclude termination/prepayment fees and certain percentage rent3 |
|
|
(1,420 |
) |
|
Adjusted EBITDAre - Current Estimated |
|
|
140,604 |
|
|
General and administrative expense |
|
|
11,126 |
|
|
Adjusted net operating income ("NOI") |
|
|
151,730 |
|
|
Straight-line rental revenue, net1 |
|
|
(14,136 |
) |
|
Other amortization expense |
|
|
345 |
|
|
Adjusted Cash NOI |
|
$ |
137,939 |
|
|
|
|
|
||
|
Annualized EBITDAre |
|
$ |
557,704 |
|
|
Annualized Adjusted EBITDAre |
|
$ |
562,416 |
|
|
Annualized Adjusted NOI |
|
$ |
606,920 |
|
|
Annualized Adjusted Cash NOI |
|
$ |
551,756 |
|
|
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 |
|
|
2. |
Adjustment is made to i) exclude non-core adjustments made in computing Core FFO, if any, 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. |
|
|
|
|||||||
|
Reconciliation of Non-GAAP Financial Measures |
|||||||
|
|
|||||||
|
(unaudited, dollars in thousands, except share and per share data) |
|
|
|
Rate |
|
Wtd. Avg. Maturity |
|
|
|
|
|
|
|
|
|
|
|
Unsecured debt: |
|
|
|
|
|
|
|
|
|
|
$ |
430,000 |
|
2.36% |
|
1.1 years |
|
|
|
|
400,000 |
|
4.51% |
|
2.1 years |
|
|
|
|
450,000 |
|
5.25% |
|
3.2 years |
|
|
|
|
450,000 |
|
4.67% |
|
4.0 years |
|
Senior unsecured notes due |
|
|
400,000 |
|
3.12% |
|
5.5 years |
|
Senior unsecured notes due |
|
|
400,000 |
|
5.40% |
|
9.9 years |
|
Revolving credit facility2,3 |
|
|
— |
|
—% |
|
4.1 years |
|
Total unsecured debt |
|
|
2,530,000 |
|
4.23% |
|
4.2 years |
|
Gross debt |
|
|
2,530,000 |
|
|
|
|
|
Less: cash & cash equivalents |
|
|
(60,181) |
|
|
|
|
|
Less: restricted cash available for future investment |
|
|
(10,184) |
|
|
|
|
|
Net debt |
|
|
2,459,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Preferred stock |
|
|
— |
|
|
|
|
|
Common stock & OP units (210,256,280 shares @ |
|
|
6,236,201 |
|
|
|
|
|
Total equity |
|
|
6,236,201 |
|
|
|
|
|
Total enterprise value ("TEV") |
|
$ |
8,695,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma adjustments to Net debt and TEV:5 |
|
|
|
|
|
|
|
|
Net debt |
|
$ |
2,459,635 |
|
|
|
|
|
Less: Unsettled forward equity (10,900,920 shares @ |
|
|
(332,151) |
|
|
|
|
|
Pro forma net debt |
|
|
2,127,484 |
|
|
|
|
|
Total equity |
|
|
6,236,201 |
|
|
|
|
|
Common stock — unsettled forward equity (10,900,920 shares @ |
|
|
323,321 |
|
|
|
|
|
Pro forma TEV |
|
$ |
8,687,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Debt / Undepreciated Gross Assets |
|
|
33.8% |
|
|
|
|
|
Net Debt / TEV |
|
|
28.3% |
|
|
|
|
|
Net Debt / Annualized Adjusted EBITDAre |
|
4.4x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Gross Debt / Undepreciated Gross Assets |
|
|
32.4% |
|
|
|
|
|
Pro Forma Net Debt / Pro Forma TEV |
|
|
24.5% |
|
|
|
|
|
Pro Forma Net Debt / Annualized Adjusted EBITDAre |
|
3.8x |
|
|
|
|
|
|
|
|
|
|
1. |
Rates presented for the Company's term loans are fixed at the stated rates after giving effect to its interest rate swaps plus applicable margin of 95bps (for the 2027 term loan) or 85bps (for the 2028, 2029 and 2030 term loans). |
|
|
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 |
|
|
4. |
Common stock & OP units as of |
|
|
5. |
Pro forma adjustments have been made to reflect the unsettled portion of shares sold on a forward basis as if they had been physically settled for cash on |
|
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”), net debt, net operating income (“NOI”), cash NOI (“Cash NOI”), adjusted EBITDAre, adjusted NOI, adjusted Cash NOI and cash general and administrative expense (“Cash G&A”). 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
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, non-cash compensation expense, other amortization expense, other non-cash adjustments 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. 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 adjustments. 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 G&A
The Company computes Cash G&A as general and administrative expense, as determined in accordance with GAAP, less non-core general and administrative expense, non-cash compensation expense and straight-line rent expense on leases where it is the lessee. The Company excludes non-core general and administrative expense, non-cash compensation expense and straight-line rent expense because they may cause short-term fluctuations in general and administrative expense but have no impact on operating cash flows or long-term operating performance. The Company believes that Cash G&A is a useful supplemental measure for investors to consider when assessing its operating performance without the distortion created by non-cash and non-core items.
Cash G&A is not a measure of financial performance under GAAP. You should not consider the Company's Cash G&A as an alternative to general and administrative expense determined in accordance with GAAP. Additionally, the Company's computation of Cash G&A may differ from the methodology for calculating this metric used by other equity REITs, and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.
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 expected annual contractually specified cash rent and interest at the time of investment or disposition divided by the gross investment or sale price, as applicable, for the property, including transaction costs.
GAAP Cap Rate
GAAP Cap Rate means expected annual rental and interest income computed in accordance with GAAP at the time of investments divided by the gross investment in the property, including transactions costs.
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.
Weighted Average Annual Escalation
Weighted average annual escalation rate means the entire portfolio reflects 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260211585228/en/
Investor/Media:
Director, Financial Planning & Data Analytics
609-436-0619
investors@essentialproperties.com
Source: