Good morning, ladies and gentlemen, and welcome to the Essential Properties Realty Trust Fourth Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. This conference call is being recorded and a replay of the call will be available two hours after the completion of the call for the next two weeks. The dial-in details for the replay can be found in yesterday's press release. Additionally, there will be an audio webcast available on Essential Properties' website at www.essentialproperties.com. An archive of which will be available for 90 days. On the call this morning are Pete Mavoides, EPRT's President and Chief Executive Officer; Mark Patten, EPRT's Chief Financial Officer; and Rob Salisbury, EPRT's Senior Vice President and Head of Capital Markets. It's now my pleasure to turn the call over to Rob Salisbury.

Thank you, operator. Good morning, everyone, and thank you for joining us today for Essential Properties' fourth quarter 2023 earnings conference call. During this conference call, we will make certain statements that may be considered forward-looking statements under federal securities law. The Company's actual future results may differ significantly from the matters discussed in these forward-looking statements, and we may not release revisions to those forward-looking statements to reflect changes after the statements were made. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the Company's filings with the SEC and in yesterday's earnings press release. With that, I'll turn the call over to Pete.

Thank you, Rob, and thank you to everyone joining us today for your interest in Essential Properties. We finished 2023 with strong investments of $315 million in the fourth quarter and just over $1 billion invested for the full year. This translated to AFFO per share growth of 8% in 2023, which we are proud of given the industry backdrop of heightened volatility in the capital markets and wider bid-ask spreads in the transaction markets, serving as a testament to the resilience of our differentiated investment strategy and variable portfolio. As the fourth quarter results indicate, our portfolio continues to perform at a high level with unit level rent coverage of 3.8x, occupancy of 99.8%, and same-store rent growth of 1.5%. The overall health of our portfolio is a result of our disciplined underwriting process, which focuses on growing operators in durable service and experience-based industries, and owning granular and fungible properties that generate strong cash flow for these operators. By underwriting and focusing on all three risk factors associated with net real estate investing—corporate credit, unit level performance, and lease risk and real estate basis—we are able to construct and own an exceptionally durable portfolio of properties. Regarding our strong and consistent year of investments, we remained active in support of our longstanding tenant relationships, as they increasingly turn to us as a valued and reliably consistent capital provider to grow their businesses, given the limited funding availability in the bank market and the continued dislocation in the credit markets and the diminished level of competition from other net lease investors. With quarter-end pro forma leverage of 4.0x and liquidity of nearly $800 million, our balance sheet continues to be well capitalized for continued investment activity. As we look to aggressively capitalize on these trends that are creating the opportunity to generate historically wide risk-adjusted returns, we are affirming our 2024 AFFO per share guidance of $1.71 to $1.75, which implies year-over-year growth of 5% at the midpoint. Turning to the portfolio, we ended the quarter with investments in 1,873 properties that were 99.8% leased to 374 tenants operating in 16 industries. Our weighted average lease terms stood at 14 years at year-end, which is consistent year-over-year, with only 4.7% of our ABR expiring through 2028. From a tenant health perspective, our weighted average unit level rent coverage ratio was 3.8x this quarter, down slightly from last quarter, driven in large part by investment activity. Our same-store rent growth in the fourth quarter was 1.5%, an improvement from 1.2% in the third quarter, driven primarily by positive leasing results and asset management activities, including a gym operator that we discussed in our last earnings call. During the fourth quarter, we invested $315 million through 43 separate transactions at a weighted average cash yield of 7.9%, representing a continued increase in pricing power for sale leasebacks. As we noted on the last earnings call, our investment activity in the quarter was broad-based across most of our industries, with no notable departures from our well-defined investment strategies. The weighted average lease term of our investments this quarter was 17.6 years, and the weighted average annual risk escalation was 1.9%, generating an average GAAP yield of 9.1%. Our investments this quarter had a weighted average unit level rent coverage of 3.3x, and the average investment per property was $3.0 million, consistent with a key tenant of our investment strategy. 97% of our quarterly investments were originated through direct sale leaseback transactions, which are subject to our lease form with ongoing financial reporting requirements, 72% contained master lease provisions and 96% were generated from existing relationships. Looking ahead to the first quarter of 2024, we have closed $40.9 million of investments to date at a cash yield of slightly above 8%, and our pipeline remains robust as an increasing number of middle market companies are seeking sale leaseback capital as a financing alternative, as other sources of capital have become unavailable or uneconomic. While we have capitalized on the dislocation in private credit markets, generating heightened pricing power with favorable lease terms, we are cognizant of the potential for easing in the monetary policy over the course of 2024, which could alleviate financial conditions, bringing with it a lower cap rate environment. Should our pricing power diminish later this year, we would hope to benefit from a commensurate reduction in our cost of debt capital such that our net investment spread is maintained. As a value-added capital provider, we are able to dynamically price our sale leaseback transactions, which over time has afforded us the ability to generate investment returns in excess of market pricing. That being said, our current pipeline today suggests that our investment cap rates should be stable in the near term. From a tenant concentration perspective, our largest tenant represents 3.8% of ABR at quarter-end, and our top 10 tenants now account for only 18.1% of ABR. Tenant diversity is an important risk mitigation tool and a differentiator for us, and it is a direct benefit of our focus on unrated tenants and middle market operators, which offers an expansive opportunity set. In terms of dispositions, we sold nine properties this quarter for $30.6 million in net proceeds at a 6.6% weighted average cash yield, with a weighted average unit level coverage ratio of 3.5x. As we have mentioned in the past, owning fungible and liquid properties is an important aspect of our investment discipline, as it allows us to proactively manage industry tenant unit level risks within the portfolio. Going forward, we expect our disposition activity over the near term to remain relatively in line with our trailing eight-quarter average, driven by opportunistic asset sales and ongoing portfolio management activity.

Thanks, Pete, and good morning, everyone. As Pete noted, we had a great fourth quarter, which was punctuated by a strong level of $315 million of investments at a 7.9% cash cap rate. Among the headlines from the quarter was our AFFO per share, which reached $0.42. That's an increase of 8% versus Q4 of 2022. On a nominal basis, our AFFO totaled $67 million for the quarter. That's up $11.1 million over the same period in 2022, an increase of nearly 20%. This AFFO performance was in line with our expectations when we updated our guidance last quarter. For the full-year ended December 31, 2023, our AFFO per share totaled $1.65 per share, which is an increase of 8% over 2022. On a nominal basis, our full-year 2023 AFFO increased by 21% over 2022, totaling $253.4 million. Total G&A was $7.3 million in Q4 of 2023 versus $6.5 million for the same period in 2022, with the majority of the increase relating to an increase in compensation expense. Our recurring cash G&A as a percentage of total revenue was 5.2% for the quarter and 5.9% for the full-year of 2023, which compares favorably to the 5.8% and 7% respectively for the quarter and full-year of 2022. We continue to expect that on an annual basis, our cash G&A as a percentage of total revenue will decline in 2024 as our platform generates operating leverage over a scaling asset base. Turning to our balance sheet, I'll highlight the following: With our $315 million of investments in Q4 of 2023, our income-producing gross assets reached $4.9 billion at year-end. From a capital markets perspective in the fourth quarter, we completed the sale of approximately $47.9 million of stock all on a forward basis on our ATM program. Additionally, during the quarter, we settled $190.6 million of the forward equity we raised in September. At year-end, our balance of unsettled forward equity totaled $130.6 million. Our pro forma net debt to annualized adjusted EBITDAre, adjusted for unsettled forward equity, was 4.0x at year-end. We are committed to maintaining a conservative balance sheet with best-in-class leverage and liquidity. At year-end, our total liquidity stood at nearly $800 million. Our conservative leverage, robust balance sheet and significant liquidity positions the company well to fund our growth plans for 2024 based on the pipeline we see today. Finally, the strong performance to end the year in 2023, our conservatively capitalized balance sheet, and the investment pipeline we are seeing all support our previously issued 2024 AFFO per share guidance range of $1.71 to $1.75, which implies a 5% growth rate at the midpoint. It's also important to note that with the ATM equity issues achieved this quarter, we do not require additional external equity capital to achieve our 2024 guidance. With that, I'll turn the call back over to Pete.

Thanks, Mark. In summary, we are quite pleased with our fourth quarter and full-year results and remain excited about the prospects for the business. Operator, please open the call for questions.

We'll now be conducting a question-and-answer session. Our first question comes from Connor Siversky with Wells Fargo. Please ask your question.

Good morning out there and thank you for the time. Quick question on the liquidity profile. Understanding that a chunk of that $800 million in liquidity is really predicated on the revolver. I'm curious, with the robust pipeline you mentioned, how comfortable would you be letting leverage run towards the end of this year? And then what is the desired funding mix for each incremental acquisition between free cash flow capacity on the forward and the revolver?

Mark, would you tackle that one?

You got it. All right a couple things. In terms of just kind of funding mix, generally speaking, we had been largely probably 60, 40 in terms of equity and debt. But now with almost a $100 million of free cash flow, that's probably more like 60 equity, 30 debt and 10 as kind of your free cash flow. So that's kind of how we think about looking at liquidity. In terms of running leverage up, I guess what I say is, we've said pretty consistently that if we were to choose a range that we thought was reasonable in terms of leverage, it would be 4.5x to 5.5x. So if you think about that and we're sitting at 4x now, we've got a fair amount of runway to go before we ever even step into that range.

Next question, operator. Hold on, hold on, operator. Connor, were you good?

Yes. No, I'm good. I think the line cut out for a second, but I'll leave it there for now. Thank you.

All right. Next question please, operator.

Okay. Our next question comes from Josh Dennerlein with Bank of America. Please proceed with your question.

Hi. Good morning. This is Carole Greenough on behalf of Josh. My first question, I wanted to ask if you can go into a little bit more detail on the unit-level rent coverage and the slight downtick or how that was attributed to recent acquisitions?

Yes. I mean, listen, we provide pretty granular detail supplemental on the unit-level rent coverage. Clearly, the headline number decreasing down 20 basis points, some of that is attributable to the acquisitions in the fourth quarter as well as the acquisitions in the third quarter, both of which were at 3.3x. And there's always some ebbs and flows with different operators and different reporting periods and the like. But overall, the portfolio is in a great spot, and we're not seeing any concerns that give us pause.

Great. And I guess on the flip side of that, the increase in your same-store rent growth. Is this being driven off of either different lease terms, higher escalators or what type of driver that's going into that?

Yes. I mean that's just going to be the rent escalations built into our contracts. Generally, they range from anywhere between one and a quarter on up to two, on average it's 17, I believe. There's different compounding periods and clearly at 15 that represents a pretty solid flow through of those escalations for us. And that's going to ebb and flow as we've disclosed.

Okay, great. Thank you so much.

Thank you.

Our next question comes from an analyst with Citi. Please proceed with your question.

Hi. Thank you. I just wanted to ask you a little bit, you talked about some of the more traditional sources of capital, either not available or just becoming too expensive. But are you seeing other kind of competitors come to the market or do you have sort of a relative advantage at this point as you look for new acquisition opportunities in this environment?

Yes. Thanks. And I think that's a great question. I appreciate you asking it. We have a relative advantage to alternative sources of capital currently like the bank market and the high-yield market and leverage loans and private credit. A lot of those traditional sources of capital have been priced inside of sale leaseback capital in the current environment. We're able to compete pretty competitively with those sources. And then secondarily, the traditional sale leaseback market participants are somewhat limited, particularly from the private buyers who are more reliant on debt financing and accessing the ABS market. A lot of those guys are a little more conservative in the current environment. So both from an alternative capital perspective and from a competitor perspective, we're finding nice opportunities to put capital to work.

Okay. And then just – you mentioned you have a lot of room to draw on the revolver. But if you were going to just issue kind of 10-year unsecured debt today, can you just give us a sense of where you think it would price?

Yes. I think the best mark would be our current bonds, which are out there trading and they're kind of in the mid-sixes. I would think that hopefully a new issuance out the yield curve would price inside of that, so call it low to mid-sixes.

All right. Thank you. Appreciate it.

Thank you.

Our next question comes from Eric Borden with BMO Capital Markets. Please proceed with your question.

Hey. Good morning out there. Just understand that the majority of the acquisitions completed in the fourth quarter was heavily driven by existing relationships. But looking ahead and given the limited access to the bank markets for some of your potential tenants, are you seeing an uptick in new potential partners in the pipeline?

That's a great question. I generally tell people we'd like to see a 80%, 20% or 75%, 25% mix where we're 75% existing relationships, 25% new relationships because it’s important for us to continually source new relationships because eventually some relationships outgrow us. Clearly, in the fourth quarter at 96, it's more skewed towards existing relationships. In the current environment, we try to maintain our most profitable relationships and service the relationships that generate the best risk-adjusted returns and take care of the good clients and reliable clients. And that's kind of what we're doing. I think in a more normalized environment, we would head back down to that 75%, 25% or 80%, 20%. But clearly, partnering with long-term relationships is bringing value to us and we're bringing value to them. And it's a dynamic market that we're happy to have those relationships.

Okay. That's helpful. And then maybe on the disposition front, just given the potential for lower yields in the back half of the year, is there potential for that quantum of total dispositions to rise above your four-quarter trailing average just given the benefits there?

Yes. I think the expectation should be it's going to be more towards our eight-quarter average. Clearly, the current market for dispositions is a bit challenged. We have a very granular and fungible portfolio. But the lack of financing out there is making it a little more difficult to sell assets than in a normalized environment. And we will focus on managing individual tenant and industry exposures and getting out of any risky assets that we see. But I would expect it to be closer to the eight-quarter average. And really, we don't see the need to lean into dispositions to generate the accretive capital given where we are from a balance sheet perspective.

That sounds great. I'll leave it there. Thanks guys.

Great. Thank you very much.

Next question comes from Nate Crossett with BNP Paribas Asset Management. Please proceed with your question.

I would expect it to be closer to the eight-quarter average. We don't see the need to lean into dispositions to generate the accretive capital given our current balance sheet situation.

Nate, I got to tell you, you came through broken up. I didn't catch that question. I don't know if you're on a handset or not.

He might come back in. Why don't we just…

Operator?

Next question comes from Greg McGinniss from Scotiabank. Please proceed.

Hi, good morning. This is Elmer Chang on with Greg. Just on tenants, is there more conservatism on bad debt expense or credit losses baked into 2024 guidance versus, say, 25 to 40 basis points you've experienced historically given concerns with the consumer? And then how much of that is tied to experiential operators feeling demand pressures from consumers either returning to work or still feeling the effects of inflation?

Hey, listen, we have conservative rent loss assumption and credit loss assumptions built into our guidance, as we always do. We take a very good close look at our portfolio and look at individual exposures to include the credits, unit level coverage, and our rent basis to try to anticipate where we might take any rent loss. And there's a wide range of assumptions baked into guidance around that. As we've said in the past, generally when you see us raising guidance throughout the year, it tends to be partially driven by the fact that those credit losses aren't really coming to play. So the 40 basis points to 50 basis points—we don't give specific guidance on the numbers in there—but it's certainly where the range of guidance has a range around that I think is fair to say. We really don't have specific concerns about the consumer, specifically as it relates to the service and experience-based industries that we're in. Our experiential tenants are doing great and continue to—we continue to see good sales trends there and coverage improvements. And our credit loss assumptions are going to be much more specific to individual situations and investments. But that's baked into guidance and we feel good about what the guidance that we've reiterated today.

Okay. Thank you. And then you mentioned those experiential consumers not being concerned about them. But within the portfolio of early childhood and casual dining operators, how would you characterize their ability to pass through higher costs to consumers, now that it seems inflation has been easing a bit and you've talked about these types of businesses not being able to raise rates in the past several quarters?

Yes, listen. I think early childhood providers are going to be much different than casual dining or our early childhood education providers have done a good job of passing through increases. It tends to be lumpy around semesters and new students. But we've seen increasing trends there. I think the casual dining sector is a little more competitive, less discretionary, and certainly those guys are going to have less ability to drive through inflationary pressures and we are seeing some margin compression there. But ultimately on both in all those industries, those end up being equity owner risk and not landlord risks. And we don't see any outsized losses flowing through the portfolio in general and then in specific in either one of those industries.

Okay. Great. Thank you.

Thank you.

Our next question comes from Haendel St. Juste with Mizuho Securities. Please proceed.

Hey, good morning. I hope you can hear me.

We got you.

First question is on, I guess there's a new tenant in your top tenant list here Tidal Wave Auto Spa. So maybe can you spend a moment talking about them, the opportunity to do more with them and your overall exposure to kind of the car wash, car care vertical, which I think is about 15% here and last. That’s it. Thanks.

Yes. So Tidal Wave is a tenant that we've been doing business with for a number of years, a number of deals over the years. And they've kind of eventually moved into our top 10. It's about a 200-plus unit chain. It's currently led by its founder and the company was founded back in 1999. So a well-run company. It's been in business for a long time, and we're happy to have them in our top 10. Generally, as we've said in the past, very comfortable with car washes, given the trends in the industry and the stability of the cash flows and the high margins and the solid rent coverage. And that's why you see it as one of our top industries. The exposure kind of came back a little bit in the last quarter. But we continue to see good opportunities to invest in that space and we like it. So we'll continue to do so.

Appreciate that. And then maybe I think you made a comment on your pipeline saying that the cap rates in there suggest that cap rates should be stable near-term. So can you spend a moment or two on talking about the pipeline, what's in there, any new categories and broadly your expectation for cap rates given the choppiness in the capital market? Thanks.

Yes. As we said on the prepared remarks, the pipeline is full and when you're running a business that's nearly 100% sale leaseback and nearly a 100% follow-on business, your forward pipeline is going to look a whole lot like your portfolio, and that's what it looks like. So really nothing new. We're investing across all our industries and largely with existing relationships. In terms of cap rates, as the commentary around the competitive landscape would suggest, they're remaining stable. And clearly, I think around an eight. As I said on the prepared remarks, we would expect once the market normalizes and competition comes back in a more normalized fashion, we would expect some downward pressure on cap rates. Clearly, if interest rates trend down, we would expect some downward pressure on cap rates. But we're just not seeing that as we sit here in the first quarter.

Appreciate the color.

Thanks, Haendel.

Our next question comes from John Massocca with B. Riley Securities. Please proceed.

Good morning.

Good morning, John.

Good morning, John.

Can we stick on the pipeline? Do you have kind of like a rough number or brackets around the growth size of that today? I know you kind of mentioned it's full. But just maybe number-wise what you'd be thinking?

Yes. Typically, we point people to our eight-quarter average as a good indicator of what to expect. And I don't know that the exact number is, but somewhere between 2.50 and 3.

Okay. That's helpful. And then in terms of volumes, have you seen any maybe reluctance on the part of sale leaseback partners to kind of come to market or close deals, just given some of the interest rate volatility? I mean, essentially, are your partners on the selling of the property side maybe holding out for better cap rates or lower costs of alternative financing?

Yes. There's some of that. There's clearly, overall transaction volume in the single tenant net lease market is down 40%. And I think a lot of that are people not choosing not to transact in the current market environment. But the flip side of that is, these operators are running their businesses and they have the opportunity to grow their footprints by buying smaller competitors or opening new units and rent is a small part of that overall investment decision for them. And they're aggressively growing and choosing to use us as a capital partner to do that. So while there is muted volume across the board, we still see an ample opportunity set to transact.

Okay. And then maybe in terms of the competitive environment for sale leaseback particularly, I mean, how does that look today? I mean, setting aside kind of the bank financing market or any kind of other types of financing you compete with. I mean, how many competitors are there out there today, roughly and how does that compare to this time last year or maybe even a couple of years ago?

Yes. Listen, I don't think it's materially different from where we were a year ago because it feels like the overall capital market environment is about the same, if not improved slightly. But two years ago, there were half a dozen to 10 kind of new private capital-backed buyers who were coming to the market trying to build funds and platforms and by and large, a lot of those guys are kind of not currently investing at the levels that they would've hoped. And so that private buyer base is greatly diminished. We also on occasion compete with 1031 buyers, people coming in with large exchanges who are looking to place tax-deferred capital. And there's not a lot of people who are generating gains from the sale of real estate assets and that source of capital has largely dried up and not competing. There's plenty of public market participants. You guys follow them and know kind of where they are and what their appetites are. And so we certainly see competition here and there. But overall, it's a diminished level of competition that we're benefiting from.

Okay. That's helpful. And that's it for me. Thank you very much.

Thanks, John. Appreciate it.

Question comes from Ki Bin Kim with Truist Securities. Your question.

Good morning. This is Kyle filling in for Ki Bin. In the second-quarter call, it was mentioned that about 90 basis points are on the watch list, with over half of that data. Can you provide an update on how that has trended recently?

Yes. So our current watch list, which, I'll remind you, we defined as the intersection of credit risk as a B minus or below and coverage risk as 15 or below, is currently 70 basis points. So 20 basis points inside of where it was in the second quarter and it's still 50% theaters.

Got you. Thank you.

Thank you. Operator, we got any more questions?

Next question comes from Jim Kammert with Evercore ISI.

Good morning. Thank you. Pete, you and your team have worked with these middle-market credits for a long time, obviously, and seems like the business is pretty well set up with the unit and the parent or entity financial reporting requirements. But what are some of the flashpoints that you monitor or set off sort of warning signs in your mind that something's—a problem might be afoot with a given credit? I mean, is it when coverage declines from an original three-five to two-five, or they've been—you had to round them up and collect the rent three months in a row tardy? I'm just trying to—I'm curious, what are those—what are some of those markers historically that have helped you monitor and proactively kind of engage with those tenants?

Yes. Listen. I think, I wouldn't even call it an early warning sign. But late payers or guys who aren't paying timely are certainly top of the list, guys who are late on their rent. I would say generally, that tends to be less than a handful of actors. And historically, it's the same guys that you're arm wrestling with. But currently, that's not a material amount. But more importantly, it's monitoring the trends at the unit level. Because that's ultimately our collateral and our first form of payments is solid cash flow at the unit level. One of the reasons we provide such disclosure around where our rents are covered and how they're covered. But from our analysis, it's more just tracking trends and anything that's falling off or below sector averages. When you have the amount of data that we have for each of these given industries, average sales per site, margin per site, rent growth per site, sales growth, all of that, trying to see outliers as to performance at the unit and understand that. And to the extent that something arises that's concerning, then you're taking a deeper dive into the corporate credit to understand if our asset fails as a source of rent payment, how solid is the corporate credit that's backing that lease and understanding the risk there. And then ultimately, making a sell decision on assets that you don't think have the durability that you want and expect in the portfolio.

That seems logical. And just one follow-up to that, do you have like substitution rights in your master leases and whatnot? I mean, you said you might obviously for ailing assets maybe look to sell them. But do you have other protections where you could either add other collateral or maybe work with the retailer to put a performing asset in and take less performing asset out?

Yes. Many of our leases do have substitution rights, where the tenant would be incented to take and exit a sub-performing asset and substitute it in. I would say more importantly, it's really just having good relationships and working with these tenants because our interests are aligned and not keeping a site that doesn't work online and operating. So we may re-tenant a site and the tenant makes us whole for the contract rent that was in a lease and the delta between that and the underlying subtenant rent. So there's a lot of ways to work through it. I would say one of the benefits of being as granular as we are at the asset level, it's pretty easy and painless to work through individual site-level issues.

Great. Appreciate the update. Thank you.

Great. Thank you.

No further questions at this time. I would now like to turn the floor back over to Pete Mavoides for closing comments.

Great. Well, Nate, we're sorry we didn't get your question in. If you want to follow up with Mark or Rob afterwards, we'd gladly kind of answer any questions that you might have had, but generally congrats to the team for an excellent quarter, an excellent year. We feel pretty proud of the results we posted last year and we're excited about this year. We're off to a great start. So thank you all for your participation today. We look forward to engaging with you all at the upcoming conferences and have a great weekend. Thank you, guys.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.