Essential Properties(EPRT) - 2019 Q4 - Annual Report

PART I Business The company is an internally managed REIT specializing in single-tenant, net-leased properties, with 1,000 properties and $151.2 million in annualized base rent as of December 31, 2019 Portfolio Overview as of December 31, 2019 | Metric | Value | | :--- | :--- | | Properties | 1,000 | | Occupancy | 100% | | Tenants | 205 | | Concepts | 265 | | Industries | 16 | | States | 44 | | Annualized Base Rent | $151.2 million | | Weighted Average Remaining Lease Term | 14.6 years | | Weighted Average Rent Coverage Ratio | 2.9x | - The company's investment strategy focuses on properties leased to tenants in service-oriented or experience-based businesses, which are believed to be more insulated from e-commerce pressure. As of year-end 2019, 94.4% of annualized base rent came from such tenants[13][14][38] Key 2019 Financial and Operating Highlights | Activity | Amount/Details | | :--- | :--- | | Total Investments | $686.8 million (281 property acquisitions, 94 properties securing loans) | | Total Gross Investment | $2.0 billion | | Total Debt | $726.9 million | | Follow-On Public Offering (Mar 2019) | 14.03 million shares, raising capital for growth | | ATM Program Proceeds (through Dec 2019) | $178.2 million gross proceeds from 7.4 million shares | | New Debt Facilities | Amended $400M Revolving Credit Facility, $200M April Term Loan, and new $430M November Term Loan | - A core part of the business strategy is relationship-based sourcing, with 81.4% of the portfolio (excluding the initial GE Seed Portfolio) originating from sale-leaseback transactions and 86.4% from parties with prior transaction history with the management team[42][64] Risk Factors The company faces inherent risks including tenant defaults, economic downturns, geographic and tenant concentration, substantial indebtedness, and the critical need to maintain its REIT status - Business and Property Risks: The company is exposed to risks from tenant defaults, economic downturns impacting consumer spending, and potential misjudgment of tenants' insulation from e-commerce. The success of its single-tenant properties is materially dependent on the financial stability of its tenants[92][94][97] - Concentration Risks: The portfolio has geographic concentration, with Texas (13.2%), Georgia (9.9%), and Florida (6.6%) representing significant portions of annualized base rent. The largest tenant, Captain D's, contributes 3.4% of annualized base rent, and the top ten tenants contribute 23.4%[100][102] - Indebtedness Risks: As of December 31, 2019, the company had $735.1 million of total principal debt outstanding. This leverage requires substantial cash flow for service and subjects the company to refinancing risk, restrictive covenants, and potential defaults. A significant portion of assets are pledged as collateral under the Master Trust Funding Program[165][133] - REIT Status Risks: Failure to maintain qualification as a REIT would result in significant corporate income tax liability, substantially reducing cash available for distributions. The company must distribute at least 90% of its REIT taxable income annually, which may require borrowing funds during unfavorable market conditions[197][203] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - None[229] Properties As of December 31, 2019, the company's portfolio consists of 1,000 properties with $151.2 million in annualized base rent, diversified across tenants and industries, with a 14.6-year weighted average lease term Top 10 Tenants by Annualized Base Rent (ABR) | Tenant | ABR ($ thousands) | % of Total ABR | | :--- | :--- | :--- | | Captain D's, LLC | $5,094 | 3.4% | | Car Wash Partners, Inc. | $4,227 | 2.8% | | Avf Parent LLC | $3,817 | 2.5% | | American Multi-Cinema, Inc | $3,710 | 2.5% | | Mac's Convenience Stores, LLC | $3,686 | 2.4% | | Zips Car Wash LLC | $3,220 | 2.1% | | Malvern School Properties, LP | $3,145 | 2.1% | | GPM Investments, LLC | $2,956 | 2.0% | | Vasa Fitness LLC | $2,862 | 1.9% | | Town Sports International Holdings, Inc. | $2,708 | 1.8% | | Top 10 Subtotal | $35,425 | 23.4% | Top 5 Industries by Annualized Base Rent (ABR) | Tenant Industry | ABR ($ thousands) | % of Total ABR | | :--- | :--- | :--- | | Quick Service | $21,545 | 14.2% | | Car Washes | $18,946 | 12.5% | | Convenience Stores | $16,942 | 11.2% | | Early Childhood Education | $16,846 | 11.1% | | Medical / Dental | $16,029 | 10.6% | Top 5 States by Annualized Base Rent (ABR) | State | ABR ($ thousands) | % of Total ABR | | :--- | :--- | :--- | | Texas | $20,009 | 13.2% | | Georgia | $14,914 | 9.9% | | Florida | $9,913 | 6.6% | | Arkansas | $8,732 | 5.8% | | Michigan | $8,058 | 5.3% | - The company has minimal near-term lease expirations, with only 6.8% of its annualized base rent attributable to leases expiring before January 1, 2025. The weighted average remaining lease term is 14.6 years[244] Legal Proceedings The company is subject to ordinary course legal proceedings, but management does not anticipate a material adverse effect on its business or financial condition - Management does not believe that the resolution of any current legal matters, either individually or in the aggregate, will have a material adverse effect on the company's business or financial condition[245] Mine Safety Disclosures This item is not applicable to the company - Not applicable[246] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on the NYSE, with regular quarterly distributions intended to maintain REIT qualification, and no equity repurchases in Q4 2019 - The company's common stock trades on the NYSE under the ticker symbol "EPRT". As of February 25, 2020, there were 144 holders of record for 91,949,849 outstanding shares[248] - The company intends to make quarterly distributions to stockholders, with a target of distributing at least 90% of its REIT taxable income annually. For federal income tax purposes, 2019 distributions consisted of 58.8% taxable income and 41.2% return of capital[249] - The company did not repurchase any of its equity securities during the three months ended December 31, 2019[250] Selected Financial Data Selected financial data highlights significant growth from 2017 to 2019, with total revenues increasing to $139.4 million and total assets nearing $2.0 billion, driven by portfolio expansion Selected Operating Data (in thousands, except per share data) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total revenues | $139,357 | $96,223 | $54,449 | | Net income attributable to stockholders | $41,844 | $15,613 | $6,296 | | Basic net income per share | $0.65 | $0.26 | N/A | | Diluted net income per share | $0.63 | $0.26 | N/A | | Cash dividends declared per share | $0.88 | $0.43 | N/A | Selected Balance Sheet Data (in thousands) | Metric | Dec 31, 2019 | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | :--- | | Total real estate investments, net | $1,818,848 | $1,325,189 | $907,349 | | Total assets | $1,975,447 | $1,380,900 | $942,220 | | Total liabilities | $773,334 | $569,859 | $760,818 | | Total stockholders'/members' equity | $1,194,450 | $562,179 | $181,402 | Selected Non-GAAP Data (in thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | FFO | $82,660 | $51,007 | $21,438 | | Core FFO | $90,648 | $51,007 | $21,438 | | AFFO | $86,251 | $48,442 | $20,337 | | EBITDAre | $109,302 | $80,481 | $44,127 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes significant 2019 revenue and net income growth to portfolio expansion, supported by strong liquidity and capital raising, with detailed non-GAAP reconciliations provided Results of Operations Comparison: 2019 vs. 2018 (in thousands) | Line Item | 2019 | 2018 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Rental revenue | $135,670 | $94,944 | $40,726 | 42.9% | | Total revenues | $139,357 | $96,223 | $43,134 | 44.8% | | Total expenses | $97,515 | $81,789 | $15,726 | 19.2% | | Interest expense | $27,037 | $30,192 | ($3,155) | -10.4% | | G&A expense | $21,745 | $13,762 | $7,983 | 58.0% | | Net income | $48,025 | $20,614 | $27,411 | 133.0% | | Net income attributable to stockholders | $41,844 | $15,613 | $26,231 | 168.0% | - The 42.9% increase in rental revenue was primarily driven by the growth of the real estate portfolio from 677 properties at year-end 2018 to 1,000 properties at year-end 2019. A significant portion of the increase relates to a full year of revenue from acquisitions made during 2018[376] - The company actively manages its capital structure, targeting a net debt to Annualized Adjusted EBITDAre ratio of less than six times over time. As of December 31, 2019, the company had significant liquidity, including $354.0 million of available borrowing capacity under its Revolving Credit Facility[280][283] Reconciliation of Net Income to FFO and AFFO (in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Net income | $48,025 | $20,614 | | Adjustments (Depreciation, Impairment, Gain on sale) | +$34,635 | +$30,393 | | FFO | $82,660 | $51,007 | | Other non-recurring expenses | +$7,988 | $0 | | Core FFO | $90,648 | $51,007 | | Adjustments (Straight-line rent, non-cash items) | ($4,397) | ($2,565) | | AFFO | $86,251 | $48,442 | Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate fluctuations on floating-rate debt, mitigated by interest rate swaps, with a hypothetical 100-basis point increase impacting annual interest expense by $0.4 million - The company's main market risk is interest rate risk on its floating-rate debt. It uses interest rate swaps to hedge this exposure on its term loans[410] - As of December 31, 2019, $450.0 million in term loans were effectively converted to fixed-rate debt via swaps. The remaining primary exposure was $46.0 million in borrowings under the Revolving Credit Facility[410][412] - A sensitivity analysis indicates that a 100-basis point adverse change in interest rates would increase the company's annual interest expense on its variable-rate borrowings by approximately $0.4 million as of year-end 2019[412] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for 2019, including the independent auditor's unqualified opinion, balance sheets, statements of operations, and detailed notes on accounting policies and subsequent events - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2019[417][436] Consolidated Balance Sheet Highlights (as of Dec 31, 2019, in thousands) | Account | Amount | | :--- | :--- | | Total real estate investments, net | $1,818,848 | | Total assets | $1,975,447 | | Total liabilities | $773,334 | | Total stockholders' equity | $1,194,450 | | Total liabilities and equity | $1,975,447 | - Subsequent to year-end, in January 2020, the company completed a follow-on offering of 7.935 million shares of common stock at $25.20 per share. A portion of the proceeds was used in February 2020 to retire $62.0 million of Series 2017-1 Class A Notes[693] - The auditor's report identified two critical audit matters: the impairment of long-lived assets due to the subjectivity of cash flow and fair value estimates, and the purchase price allocation for acquired real estate due to the subjectivity in valuing tangible and intangible assets[424][428] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None[697] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with a new ERP system implemented in Q4 2019 - Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[699] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2019, based on the COSO framework. This assessment was audited by Ernst & Young LLP[700][701] - A new enterprise resource planning (ERP) system was implemented in the fourth quarter of 2019, representing a significant change to the company's internal control over financial reporting[702] Other Information On February 28, 2020, the company filed a notice confirming the termination of a Stockholders Agreement dated June 25, 2018, on July 22, 2019 - The company filed a Certificate of Notice on February 28, 2020, stating that a Stockholders Agreement from June 2018 had terminated in July 2019[703] PART III Directors, Executive Officers, Corporate Governance, Executive Compensation, and Other Matters Information for Items 10 through 14, covering directors, executive officers, corporate governance, executive compensation, and related matters, is incorporated by reference from the 2020 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's 2020 Proxy Statement[706][707][708] PART IV Exhibits, Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, including consolidated financial statements and various agreements - This section provides a comprehensive list of all financial statements, schedules (Schedule III – Real Estate and Accumulated Depreciation; Schedule IV – Mortgage Loans on Real Estate), and exhibits filed with the 10-K report[713][714][715] Form 10-K Summary The company did not provide a summary under this item - None[722]