8-K
NETSTREIT Corp. (NTST)
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
Date of report (Date of earliest event reported): February 23, 2023
NETSTREIT Corp.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-39443 | 84-3356606 | |
|---|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) | |
| 2021 McKinney Avenue<br><br>Suite 1150<br><br>Dallas, Texas | 75201 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
972-200-7100
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock,<br><br>$0.01 par value per share | NTST | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2023, NETSTREIT Corp. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On February 23, 2023, the Company furnished supplemental financial information for the fourth quarter and full year ended December 31, 2022. Also on February 23, 2023, the Company furnished an updated investor presentation. The supplemental financial information and investor presentation are attached hereto as Exhibits 99.2 and 99.3, respectively, and incorporated by reference herein. The supplemental information and investor presentation also are available on the “Investors / Events & Presentations” page of the Company’s website at www.netstreit.com. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference herein.
The information contained in Exhibits 99.2 and 99.3 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | Press release dated February 23, 2023 | |
| 99.2 | Fourth quarter 2022 supplemental financial information | |
| 99.3 | Fourth quarter 2022 investor presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| NETSTREIT Corp. | |
|---|---|
| February 23, 2023 | /s/ LORI WITTMAN |
| Date | Lori Wittman |
| Interim Chief Financial Officer, Treasurer and Director | |
| (Principal Financial Officer) |
Document
NETSTREIT REPORTS FOURTH QUARTER AND FULL YEAR 2022
FINANCIAL AND OPERATING RESULTS
– Reports Net Income of $0.05 and Adjusted Funds from Operations (“AFFO”) of $0.29 per diluted share for the Fourth Quarter –
– Net Income of $0.16 and AFFO of $1.16 per diluted share for the Full Year 2022 –
– Completed $480.2 Million of Net Investments in 2022 –
– Issued 21.0 Million Shares of Common Stock and Closed $600 Million Sustainability-Linked Credit Facility–
– Provides Full Year 2023 AFFO Guidance of $1.17 to $1.23 AFFO per diluted share –
Dallas TX – February 23, 2023 – NETSTREIT Corp. (NYSE: NTST) (the “Company”), today announced financial and operating results for the fourth quarter and full year ended December 31, 2022.
“We are pleased to announce another strong year of portfolio performance and prudent investment growth even as economic uncertainty and Fed policy created both challenges and opportunities. We are extremely proud of our accomplishments in 2022 as we continued to execute on our strategic goals. Our focus on credit underwriting, real estate fundamentals, and strong store performance coupled with being disciplined on pricing and capital has enabled us to accretively build one of the net lease industry's highest quality portfolios,” said Mark Manheimer, Chief Executive Officer of NETSTREIT.
Mr. Manheimer continued, “We have and will continue to be opportunistic in raising and investing capital. Our team has continued to find acquisitions from a variety of sources at cap rates above those found in the broader market without comprising on asset quality. Given the strength of our team and the groundwork we have laid, we are optimistic about our ability to continue to deliver shareholder value regardless of the economic backdrop.”
FOURTH QUARTER AND FULL YEAR 2022 HIGHLIGHTS
•Net income per share2 of $0.05 for the fourth quarter of 2022, flat versus the prior year period
•Core Funds from Operations (“Core FFO”)1 per diluted share2 of $0.28 compared to $0.25 from prior year period
•AFFO per diluted share2 of $0.29 compared to $0.27 from prior year period
•Reported net income per diluted share3 of $0.16, Core FFO per diluted share3 of $1.10 and AFFO per diluted share3 of $1.16 for the full year 2022
PORTFOLIO UPDATE
As of December 31, 2022, the NETSTREIT portfolio was comprised of 427 leases, contributing $99.2 million of annualized base rent4, with a weighted-average remaining lease term of 9.5 years4, of which 62.9% were with investment grade rated tenants and 17.2% were with tenants with investment grade profiles6. The portfolio was 100.0% occupied as of December 31, 2022.
INVESTMENT ACTIVITY
During the quarter ended December 31, 2022, the Company had total net investment activity of $91.8 million.
In the fourth quarter, the Company invested approximately $99.9 million in the acquisition of 23 properties at an initial cash capitalization rate of 7.0%. Acquisitions completed during the quarter had a weighted-average remaining lease term of 11.2 years.
The Company commenced rent on one development project that had total costs of $4.2 million and a weighted average investment yield of 6.1% during the quarter. The Company also provided $7.8 million of funding to support on-going development projects.
The Company completed three dispositions for $12.3 million in total contractual sales proceeds during the quarter, which equated to a 6.7% cash capitalization rate.
The investment grade and investment grade profile totals for acquisitions completed in the quarter were 53.6% and 44.0%, respectively, based on total annualized base rent. The quarter’s transaction activity increased the total tenant count from 77 to 80 tenants.
During the year ended December 31, 2022, the Company completed $438.5 million of acquisitions in 105 properties at an initial cash capitalization rate, including acquisitions costs, of 6.6%. Acquisitions completed during the year had a weighted-average remaining lease term of 10.7 years. The Company provided $22.0 million of total development funding in 2022 including the acquisition of two new build-to-suit projects with an initial purchase price of $1.8 million. In addition, the Company commenced rent on six development projects with a total investment amount of $22.0 million During the same period, the Company sold seven properties for total proceeds of $26.7 million, recognizing total net gains of $4.1 million.
BALANCE SHEET AND LIQUIDITY
At quarter end, total debt outstanding was $496.5 million, with a weighted average term of 3.7 years and a quarter end contractual interest rate, including the impact of fixed rate swaps, of 3.4% (excluding the impact of deferred fee amortization). 77% of the Company’s debt was at a fixed rate and the Company’s net debt to annualized adjusted EBITDA ratio was 3.4x, after giving consideration to the settlement of shares pursuant to the August forward sales agreements. Excluding the settlement of the forward shares, the Company’s net debt to annualized adjusted EBITDA ratio was 5.0x.
During the year ended 2022, the Company completed the following equity issuances:
•In January, the Company entered into forward sale agreements related to 10,350,000 shares of its common stock at a public offering price of $22.25 per share. The Company has fully settled the forward sale agreements receiving total net proceeds of $216.0 million.
•In August, the Company entered into forward sale agreements related to 10,350,000 shares of its common stock at a public offering price of $20.20 per share. On December 30, 2022, the Company settled 2,973,944 shares of common stock, receiving net proceeds from the offering of $57.0 million. As of December 31, 2022, 7,376,056 shares remained unsettled under the August forward sale agreements. The Company will have until August 3, 2023 to settle the forward sale agreements.
•During 2022 the Company issued 276,060 shares of common stock at a weighted average net price of $20.75 per share in connection with the ATM Program for net proceeds of approximately $5.7 million.
The Company closed on a $600 million sustainability-linked senior unsecured credit facility, which consisted of a $400 million senior unsecured revolving credit facility and a new $200 million senior unsecured term loan, with an additional $400 million accordion feature. The revolver will mature in August 2026, with the option available to extend the maturity for an additional year, while the term loan will mature in February 2028. The term loan is fully hedged at an all-in rate of 3.88%. The Company’s existing $175 million term loan was fully hedged at year end at an all-in LIBOR based rate of 1.36%, and subsequent to year end was moved to an all-in SOFR based rate of 1.37%, will remain outstanding through the maturity in December 2024.
The December 31, 2022 cash and restricted cash balance was $70.5 million and the Company had $287.0 million outstanding on its revolving line of credit. Currently, the Company has total liquidity available, which includes cash and restricted cash, unsettled equity forward contracts and undrawn line of credit capacity, of $499.0 million.
DIVIDEND
On February 21, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share for the first quarter of 2023, which will be paid on March 30, 2023 to shareholders of record on March 15, 2023.
2023 OUTLOOK
The Company is providing full year 2023 AFFO per share guidance in the range of $1.17 to $1.23 per share. The Company expects net investment activity, including acquisitions, developments where rent commenced, and mortgage loan receivables, net of dispositions, to be at least $400.0 million in 2023.
Certain of the forward-looking financial measures above are provided on a non-GAAP basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.
EARNINGS WEBCAST AND CONFERENCE CALL
A conference call will be held on Friday, February 24, 2023 at 10:00 AM ET. During the conference call the Company’s officers will review fourth quarter performance, discuss recent events, and conduct a question and answer period.
The webcast will be accessible on the “Investor Relations” section of the Company’s website at www.NETSTREIT.com. To listen to the live webcast, please go to the site at least fifteen minutes prior to the scheduled start time to register, as well as download and install any necessary audio software. A replay of the webcast will be available for 90 days on the Company’s website shortly after the call.
The conference call can also be accessed by dialing 1-877-451-6152 for domestic callers or 1-201-389-0879 for international callers. A dial-in replay will be available starting shortly after the call until March 3, 2023, which can be accessed by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers. The passcode for this dial-in replay is 13734721.
SUPPLEMENTAL PACKAGE
The Company’s supplemental package will be available prior to the conference call in the Investor Relations section of the Company’s website at www.investors.netstreit.com.
About NETSTREIT
NETSTREIT is an internally managed real estate investment trust (REIT) based in Dallas, Texas that specializes in acquiring single-tenant net lease retail properties nationwide. The growing portfolio consists of high-quality properties leased to e-commerce resistant tenants with healthy balance sheets. Led by a management team of seasoned commercial real estate executives, NETSTREIT’s strategy is to create the highest quality net lease retail portfolio in the country with the goal of generating consistent cash flows and dividends for its investors.
Investor Relations
ir@netstreit.com
972-597-4825
(1) Non-GAAP financial measure. See "Non-GAAP Financial Measures".
(2) All per share amounts herein include weighted average common shares of 54,991,093, weighted average operating partnership units of 514,706, weighted average unvested restricted stock units of 209,226 for the three-months ended December 31, 2022.
(3) Per share amounts include weighted average common shares of 49,517,977 and weighted average
operating partnership units of 526,859, weighted average unvested restricted stock units of 248,602, and
weighted average unsettled shares under open forward equity contracts of 138,384 for the twelve-months
ended December 31, 2022.
(4) Annualized base rent, or ABR, is calculated by multiplying (i) cash rental payments (a) for the month ended
December 31, 2022 (or, if applicable, the next full month's cash rent contractually due in the case of rent abatements, recently acquired properties, and properties with contractual rent increases, other than properties
under development) for leases in place as of December 31, 2022, plus (b) for properties under development, the first full month's permanent cash rent contractually due after the development period by (ii) 12.
(5) Weighted by ABR, excluding lease extension options and mortgage loan receivables.
(6) Unrated tenants with more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x.
NON-GAAP FINANCIAL MEASURES
This press release contains non-GAAP financial measures, including FFO, Core FFO, AFFO, EBITDA, EBITDAre, Adjusted EBITDAre, NOI, and Cash NOI. A reconciliation from net loss available to common shareholders to each non-GAAP financial measure, and definitions of each non-GAAP measure, are included below.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this press release may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 and other reports filed with the SEC from time to time. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. Many of the risks identified herein and in our periodic reports have been and will continue to be heightened as a result of the ongoing and numerous adverse effects arising from rising interest rates and instability in macroeconomic conditions. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.
NETSTREIT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
| December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Assets | ||||
| Real estate, at cost: | ||||
| Land | $ | 401,146 | $ | 299,935 |
| Buildings and improvements | 907,084 | 626,457 | ||
| Total real estate, at cost | 1,308,230 | 926,392 | ||
| Less accumulated depreciation | (62,526) | (30,669) | ||
| Property under development | 16,796 | 17,896 | ||
| Real estate held for investment, net | 1,262,500 | 913,619 | ||
| Assets held for sale | 23,208 | 2,096 | ||
| Mortgage loans receivable, net | 46,378 | — | ||
| Cash, cash equivalents and restricted cash | 70,543 | 7,603 | ||
| Lease intangible assets, net | 151,006 | 124,772 | ||
| Other assets, net | 52,057 | 20,351 | ||
| Total assets | $ | 1,605,692 | $ | 1,068,441 |
| Liabilities and equity | ||||
| Liabilities: | ||||
| Term loans, net | $ | 373,296 | $ | 174,330 |
| Revolving credit facility | 113,000 | 64,000 | ||
| Mortgage note payable, net | 7,896 | — | ||
| Lease intangible liabilities, net | 30,131 | 23,316 | ||
| Liabilities related to assets held for sale | 406 | — | ||
| Accounts payable, accrued expenses and other liabilities | 22,540 | 16,980 | ||
| Total liabilities | 547,269 | 278,626 | ||
| Commitments and contingencies | ||||
| Equity: | ||||
| Stockholders’ equity | ||||
| Common stock, $0.01 par value, 400,000,000 shares authorized; 58,031,879 and 44,223,050 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 580 | 442 | ||
| Additional paid-in capital | 1,091,514 | 809,724 | ||
| Distributions in excess of retained earnings | (66,937) | (35,119) | ||
| Accumulated other comprehensive income | 23,673 | 4,123 | ||
| Total stockholders’ equity | 1,048,830 | 779,170 | ||
| Noncontrolling interests | 9,593 | 10,645 | ||
| Total equity | 1,058,423 | 789,815 | ||
| Total liabilities and equity | $ | 1,605,692 | $ | 1,068,441 |
NETSTREIT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except share and per share data)
(Unaudited)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||
| Revenues | ||||||
| Rental revenue (including reimbursable) | $ | 93,934 | $ | 59,140 | $ | 33,727 |
| Interest income on loans receivable | 2,345 | — | — | |||
| Total revenues | 96,279 | 59,140 | 33,727 | |||
| Operating expenses | ||||||
| Property | 11,695 | 5,803 | 2,569 | |||
| General and administrative | 19,053 | 14,810 | 11,340 | |||
| Depreciation and amortization | 50,075 | 30,807 | 15,459 | |||
| Provisions for impairment | 1,114 | 3,539 | 2,690 | |||
| Transaction costs | 839 | 700 | 3,169 | |||
| Total operating expenses | 82,776 | 55,659 | 35,227 | |||
| Other income (expense) | ||||||
| Interest expense, net | (9,181) | (3,700) | (4,741) | |||
| Gain on sales of real estate, net | 4,148 | 2,997 | 6,213 | |||
| Gain on forfeited earnest money deposit | — | — | 250 | |||
| Other income (expense), net | 131 | 431 | (10) | |||
| Total other expense, net | (4,902) | (272) | 1,712 | |||
| Net income before income taxes | 8,601 | 3,209 | 212 | |||
| Income tax expense | (396) | (59) | — | |||
| Net income | 8,205 | 3,150 | 212 | |||
| Net income (loss) attributable to noncontrolling interests | 88 | 104 | (518) | |||
| Preferred stock dividends | — | — | 42 | |||
| Net income attributable to common stockholders | $ | 8,117 | $ | 3,046 | $ | 688 |
| Amounts available to common stockholders per common share: | ||||||
| Basic | $ | 0.16 | $ | 0.08 | $ | 0.04 |
| Diluted | $ | 0.16 | $ | 0.08 | $ | 0.01 |
| Weighted average common shares: | ||||||
| Basic | 49,517,977 | 36,999,459 | 17,322,182 | |||
| Diluted | 50,431,822 | 38,672,565 | 21,157,996 | |||
| Other comprehensive income: | ||||||
| Net income | $ | 8,205 | $ | 3,150 | $ | 212 |
| Change in value on derivatives, net | 19,758 | 4,057 | 253 | |||
| Total comprehensive income | $ | 27,963 | $ | 7,207 | $ | 465 |
| Comprehensive income attributable to noncontrolling interests | 296 | 273 | (500) | |||
| Comprehensive income attributable to common stockholders | $ | 27,667 | $ | 6,934 | $ | 965 |
NETSTREIT CORP. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO FFO, CORE FFO AND ADJUSTED FFO
(in thousands, except share and per share data)
(Unaudited)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Net income | $ | 8,205 | $ | 3,150 |
| Depreciation and amortization of real estate | 49,498 | 30,491 | ||
| Provisions for impairment | 1,114 | 3,539 | ||
| Gain on sales of real estate, net | (4,148) | (2,997) | ||
| FFO | 54,669 | 34,183 | ||
| Adjustments: | ||||
| Non-recurring severance and related charges | 848 | — | ||
| Gain on insurance proceeds | (126) | (438) | ||
| Core FFO | 55,391 | 33,745 | ||
| Adjustments: | ||||
| Straight-line rent adjustments | (1,286) | (1,082) | ||
| Amortization of deferred financing costs | 891 | 627 | ||
| Amortization of loan origination costs | 88 | — | ||
| Amortization of above/below market lease intangibles | (1,430) | (808) | ||
| Amortization of lease incentives | 541 | 122 | ||
| Capitalized interest expense | (452) | (78) | ||
| Non-cash compensation expense | 4,774 | 3,703 | ||
| AFFO | $ | 58,517 | $ | 36,229 |
| Weighted average common shares outstanding, basic | 49,517,977 | 36,999,459 | ||
| Weighted average operating partnership units outstanding | 526,859 | 1,377,335 | ||
| Weighted average dilutive securities | 248,602 | 295,771 | ||
| Weighted average unsettled shares under forwards | 138,384 | — | ||
| Weighted average common shares outstanding, diluted | 50,431,822 | 38,672,565 | ||
| FFO per common share, diluted | $ | 1.08 | $ | 0.88 |
| Core FFO per common share, diluted | $ | 1.10 | $ | 0.87 |
| AFFO per common share, diluted | $ | 1.16 | $ | 0.94 |
NETSTREIT CORP. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO EBITDA, EBITDAre AND ADJUSTED EBITDAre
(in thousands, except share and per share data)
(Unaudited)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Net income | $ | 8,205 | $ | 3,150 |
| Depreciation and amortization of real estate | 49,498 | 30,491 | ||
| Amortization of above/below market lease intangibles | (1,430) | (808) | ||
| Amortization of lease incentives | 541 | 122 | ||
| Non-real estate depreciation and amortization | 577 | 316 | ||
| Interest expense, net | 9,181 | 3,700 | ||
| Income tax expense | 396 | 59 | ||
| Amortization of loan origination costs | 88 | — | ||
| EBITDA | 67,056 | 37,030 | ||
| Adjustments: | ||||
| Provisions for impairment | 1,114 | 3,539 | ||
| Gain on sales of real estate, net | (4,148) | (2,997) | ||
| EBITDAre | 64,022 | 37,572 | ||
| Adjustments: | ||||
| Straight-line rent adjustments | (1,286) | (1,082) | ||
| Non-recurring severance and related charges | 848 | — | ||
| Gain on insurance proceeds | (126) | (438) | ||
| Non-cash compensation expense | 4,774 | 3,703 | ||
| Adjusted EBITDAre | $ | 68,232 | $ | 39,755 |
NETSTREIT CORP. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO NOI AND CASH NOI
(in thousands, except share and per share data)
(Unaudited)
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Net income | $ | 8,205 | $ | 3,150 |
| General and administrative | 19,053 | 14,810 | ||
| Depreciation and amortization | 50,075 | 30,807 | ||
| Provisions for impairment | 1,114 | 3,539 | ||
| Transaction costs | 839 | 700 | ||
| Interest expense, net | 9,181 | 3,700 | ||
| Gain on sales of real estate, net | (4,148) | (2,997) | ||
| Income tax expense | 396 | 59 | ||
| Interest income on mortgage loans receivable | (2,345) | — | ||
| Other income | (131) | (431) | ||
| NOI | 82,239 | 53,337 | ||
| Straight-line rent adjustments | (1,286) | (1,082) | ||
| Amortization of above/below market lease intangibles | (1,430) | (808) | ||
| Amortization of lease incentives | 541 | 122 | ||
| Cash NOI | $ | 80,064 | $ | 51,569 |
NON-GAAP FINANCIAL MEASURES
FFO, Core FFO and AFFO
The National Association of Real Estate Investment Trusts ("NAREIT"), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as FFO. Our FFO is net income in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property.
Core FFO is a non-GAAP financial measure defined as FFO adjusted to remove the effect of unusual and non-recurring items that are not expected to impact our operating performance or operations on an ongoing basis. These include non-recurring severance and related charges and gain on insurance proceeds.
AFFO is a non-GAAP financial measure defined as Core FFO adjusted for GAAP net income related to non-cash revenues and expenses, such as straight-line rent, amortization of above- and below-market lease-related intangibles, amortization of lease incentives, capitalized interest expense, non-cash compensation expense, and amortization of deferred financing and amortization of loan origination costs.
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values historically have risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO to be useful in evaluating potential property acquisitions and measuring operating performance.
We further consider FFO, Core FFO and AFFO to be useful in determining funds available for payment of distributions. FFO, Core FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. You should not consider FFO, Core FFO and AFFO to be alternatives to net income as a reliable measure of our operating performance nor should you consider FFO, Core FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.
FFO, Core FFO and AFFO do not measure whether cash flow is sufficient to fund our cash needs, including principal amortization, capital improvements and distributions to stockholders. FFO, Core FFO and AFFO do not represent cash flows from operating, investing or financing activities as defined by GAAP. Further, FFO, Core FFO and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO, Core FFO and AFFO.
EBITDA, EBITDAre and Adjusted EBITDAre
We compute EBITDA as earnings before interest expense, income tax expense, 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 impairment charges on depreciable real property.
Adjusted EBITDAre is a non-GAAP financial measure defined as EBITDAre further adjusted to exclude straight-line rent, non-cash compensation expense, non-recurring severance and related charges, and gain on insurance proceeds.
We present EBITDA, EBITDAre and Adjusted EBITDAre as they are measures commonly used in our industry. We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. We use EBITDA, EBITDAre and Adjusted EBITDAre as measures of our operating performance and not as measures of liquidity.
EBITDA, EBITDAre and Adjusted 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, our computation of EBITDA, EBITDAre and Adjusted 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.
NOI and Cash NOI
NOI and Cash NOI are non-GAAP financial measures which we use to assess our operating results. We compute NOI as net income (computed in accordance with GAAP), excluding general and administrative expenses, interest expense (or income), income tax expense, transaction costs, depreciation and amortization, gains (or losses) on sales of depreciable property, real estate impairment losses, and other income (or expense). We further adjust NOI for non-cash revenue components of straight-line rent and amortization of lease intangibles and lease incentives to derive Cash NOI. 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, and our NOI and Cash NOI may not be comparable to similarly titled measures of other companies. 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.
12
a4q22formattedsupplement
Fourth Quarter 2022 Supplemental Financial Information
Table of Contents 2 03 Corporate Overview 04 Earnings Release 09 Quarterly Highlights 10 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 11 Funds from Operations and Adjusted Funds from Operations 12 EBITDAre, Adjusted EBITDAre, NOI and Cash NOI 13 Consolidated Balance Sheets 14 Debt, Capitalization and Financial Ratios 15 Investment Activity 16 Portfolio Information 20 Lease Expiration Schedule 21 Non-GAAP Measures and Definitions 24 Forward Looking and Cautionary Statements
Corporate Overview 3 2021 McKinney Avenue Suite 1150 Dallas, Texas, 75201 Phone: (972) 579 – 4825 Website: www.netstreit.com Corporate Headquarters Transfer Agent Computershare PO Box 505000 Louisville, Kentucky 40233 Phone: (866) 637 – 9460 Website: www.computershare.com Corporate Profile NETSTREIT Corp. (NYSE: NTST) is an internally managed real estate investment trust (REIT) based in Dallas, Texas that specializes in acquiring single-tenant net lease retail properties nationwide. The growing portfolio consists of high-quality properties leased to e- commerce resistant tenants with healthy balance sheets. Led by a management team of seasoned commercial real estate executives, NETSTREIT’s strategy is to create the highest quality net lease retail portfolio in the country in order to generate consistent cash flows and dividends for its investors. Mark Manheimer, Chief Executive Officer Lori Wittman, Interim Chief Financial Officer Jeff Fuge, Senior Vice President of Acquisitions Randy Haugh, Senior Vice President of Finance Kirk Klatt, Senior Vice President of Real Estate Trish McBratney-Gibbs, SVP, Chief Accounting Officer Chad Shafer, Senior Vice President of Underwriting Management Team Todd Minnis – Chair Michael Christodolou Heidi Everett Mark Manheimer Matthew Troxell Lori Wittman – Non-Independent1 Robin Zeigler Board of Directors (1) Lori Wittman expected to return as an independent director after her role as Interim CFO.
Earnings Release 4 NETSTREIT REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL AND OPERATING RESULTS – Reports Net Income of $0.05 and Adjusted Funds from Operations (“AFFO”) of $0.29 per diluted share for the Fourth Quarter – – Net Income of $0.16 and AFFO of $1.16 per diluted share for the Full Year 2022 – – Completed $480.2 Million of Net Investments in 2022 – – Issued 21.0 Million Shares of Common Stock and Closed $600 Million Sustainability-Linked Credit Facility – – Provides Full Year 2023 AFFO Guidance of $1.17 to $1.23 AFFO per diluted share – Dallas TX – February 23, 2023 – NETSTREIT Corp. (NYSE: NTST) (the “Company”), today announced financial and operating results for the fourth quarter and full year ended December 31, 2022. “We are pleased to announce another strong year of portfolio performance and prudent investment growth even as economic uncertainty and Fed policy created both challenges and opportunities. We are extremely proud of our accomplishments in 2022 as we continued to execute on our strategic goals. Our focus on credit underwriting, real estate fundamentals, and strong store performance coupled with being disciplined on pricing and capital has enabled us to accretively build one of the net lease industry's highest quality portfolios,” said Mark Manheimer, Chief Executive Officer of NETSTREIT. Mr. Manheimer continued, “We have and will continue to be opportunistic in raising and investing capital. Our team has continued to find acquisitions from a variety of sources at cap rates above those found in the broader market without comprising on asset quality. Given the strength of our team and the groundwork we have laid, we are optimistic about our ability to continue to deliver shareholder value regardless of the economic backdrop.” FOURTH QUARTER AND FULL YEAR 2022 HIGHLIGHTS • Net income per share2 of $0.05 for the fourth quarter of 2022, flat versus the prior year period • Core Funds from Operations (“Core FFO”)1 per diluted share2 of $0.28 compared to $0.25 from prior year period • AFFO per diluted share2 of $0.29 compared to $0.27 from prior year period • Reported net income per diluted share3 of $0.16, Core FFO per diluted share3 of $1.10 and AFFO per diluted share3 of $1.16 for the full year 2022 PORTFOLIO UPDATE As of December 31, 2022, the NETSTREIT portfolio was comprised of 427 leases, contributing $99.2 million of annualized base rent4, with a weighted-average remaining lease term of 9.5 years4, of which 62.9% were with investment grade rated tenants and 17.2% were with tenants with investment grade profiles6. The portfolio was 100.0% occupied as of December 31, 2022.
Earnings Release 5 INVESTMENT ACTIVITY During the quarter ended December 31, 2022, the Company had total net investment activity of $91.8 million. In the fourth quarter, the Company invested approximately $99.9 million in the acquisition of 23 properties at an initial cash capitalization rate of 7.0%. Acquisitions completed during the quarter had a weighted-average remaining lease term of 11.2 years. The Company commenced rent on one development project that had total costs of $4.2 million and a weighted average investment yield of 6.1% during the quarter. The Company also provided $7.8 million of funding to support on-going development projects. The Company completed three dispositions for $12.3 million in total contractual sales proceeds during the quarter, which equated to a 6.7% cash capitalization rate. The investment grade and investment grade profile totals for acquisitions completed in the quarter were 53.6% and 44.0%, respectively, based on total annualized base rent. The quarter’s transaction activity increased the total tenant count from 77 to 80 tenants. During the year ended December 31, 2022, the Company completed $438.5 million of acquisitions in 105 properties at an initial cash capitalization rate, including acquisitions costs, of 6.6%. Acquisitions completed during the year had a weighted-average remaining lease term of 10.7 years. The Company provided $22.0 million of total development funding in 2022 including the acquisition of two new build-to-suit projects with an initial purchase price of $1.8 million. In addition, the Company commenced rent on six development projects with a total investment amount of $22.0 million During the same period, the Company sold seven properties for total proceeds of $26.7 million, recognizing total net gains of $4.1 million. BALANCE SHEET AND LIQUIDITY At quarter end, total debt outstanding was $496.5 million, with a weighted average term of 3.7 years and a quarter end contractual interest rate, including the impact of fixed rate swaps, of 3.4% (excluding the impact of deferred fee amortization). 77% of the Company’s debt was at a fixed rate and the Company’s net debt to annualized adjusted EBITDA ratio was 3.4x, after giving consideration to the settlement of shares pursuant to the August forward sales agreements. Excluding the settlement of the forward shares, the Company’s net debt to annualized adjusted EBITDA ratio was 5.0x. During the year ended 2022, the Company completed the following equity issuances: • In January, the Company entered into forward sale agreements related to 10,350,000 shares of its common stock at a public offering price of $22.25 per share. The Company has fully settled the forward sale agreements receiving total net proceeds of $216.0 million. • In August, the Company entered into forward sale agreements related to 10,350,000 shares of its common stock at a public offering price of $20.20 per share. On December 30, 2022, the Company
Earnings Release 6 settled 2,973,944 shares of common stock, receiving net proceeds from the offering of $57.0 million. As of December 31, 2022, 7,376,056 shares remained unsettled under the August forward sale agreements. The Company will have until August 3, 2023 to settle the forward sale agreements. • During 2022 the Company issued 276,060 shares of common stock at a weighted average net price of $20.75 per share in connection with the ATM Program for net proceeds of approximately $5.7 million. The Company closed on a $600 million sustainability-linked senior unsecured credit facility, which consisted of a $400 million senior unsecured revolving credit facility and a new $200 million senior unsecured term loan, with an additional $400 million accordion feature. The revolver will mature in August 2026, with the option available to extend the maturity for an additional year, while the term loan will mature in February 2028. The term loan is fully hedged at an all-in rate of 3.88%. The Company’s existing $175 million term loan was fully hedged at year end at an all-in LIBOR based rate of 1.36%, and subsequent to year end was moved to an all-in SOFR based rate of 1.37%, will remain outstanding through the maturity in December 2024. The December 31, 2022 cash and restricted cash balance was $70.5 million and the Company had $287.0 million outstanding on its revolving line of credit. Currently, the Company has total liquidity available, which includes cash and restricted cash, unsettled equity forward contracts and undrawn line of credit capacity, of $499.0 million. DIVIDEND On February 21, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share for the first quarter of 2023, which will be paid on March 30, 2023 to shareholders of record on March 15, 2023. 2023 OUTLOOK The Company is providing its initial full year 2023 AFFO per share guidance in the range of $1.17 to $1.23 per share. The Company expects net investment activity, including acquisitions, developments where rent commenced, and mortgage loan receivables, net of dispositions, to be at least $400.0 million in 2023. Certain of the forward-looking financial measures above are provided on a non-GAAP basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.
Earnings Release 7 EARNINGS WEBCAST AND CONFERENCE CALL A conference call will be held on Friday, February 24, 2023 at 10:00 AM ET. During the conference call the Company’s officers will review fourth quarter performance, discuss recent events, and conduct a question and answer period. The webcast will be accessible on the “Investor Relations” section of the Company’s website at www.NETSTREIT.com. To listen to the live webcast, please go to the site at least fifteen minutes prior to the scheduled start time to register, as well as download and install any necessary audio software. A replay of the webcast will be available for 90 days on the Company’s website shortly after the call. The conference call can also be accessed by dialing 1-877-451-6152 for domestic callers or 1-201-389-0879 for international callers. A dial-in replay will be available starting shortly after the call until March 3, 2023, which can be accessed by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers. The passcode for this dial-in replay is 13734721. SUPPLEMENTAL PACKAGE The Company’s supplemental package will be available prior to the conference call in the Investor Relations section of the Company’s website at www.investors.netstreit.com. About NETSTREIT NETSTREIT is an internally managed real estate investment trust (REIT) based in Dallas, Texas that specializes in acquiring single-tenant net lease retail properties nationwide. The growing portfolio consists of high-quality properties leased to e-commerce resistant tenants with healthy balance sheets. Led by a management team of seasoned commercial real estate executives, NETSTREIT’s strategy is to create the highest quality net lease retail portfolio in the country with the goal of generating consistent cash flows and dividends for its investors. Investor Relations ir@netstreit.com 972-597-4825 (1) Non-GAAP financial measure. See "Non-GAAP Financial Measures". (2) All per share amounts herein include weighted average common shares of 54,991,093, weighted average operating partnership units of 514,706, weighted average unvested restricted stock units of 209,226 for the three-months ended December 31, 2022. (3) Per share amounts include weighted average common shares of 49,517,977 and weighted average operating partnership units of 526,859, weighted average unvested restricted stock units of 248,602, and weighted average unsettled shares under open forward equity contracts of 138,384 for the twelve-months ended December 31, 2022.
Earnings Release 8 (4) Annualized base rent, or ABR, is calculated by multiplying (i) cash rental payments (a) for the month ended December 31, 2022 (or, if applicable, the next full month's cash rent contractually due in the case of rent abatements, recently acquired properties, and properties with contractual rent increases, other than properties under development) for leases in place as of December 31, 2022, plus (b) for properties under development, the first full month's permanent cash rent contractually due after the development period by (ii) 12. (5) Weighted by ABR, excluding lease extension options and mortgage loan receivables. (6) Unrated tenants with more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x. NON-GAAP FINANCIAL MEASURES This press release contains non-GAAP financial measures, including FFO, Core FFO, AFFO, EBITDA, EBITDAre, Adjusted EBITDAre, NOI, and Cash NOI. A reconciliation from net loss available to common shareholders to each non-GAAP financial measure, and definitions of each non-GAAP measure, are included below. FORWARD LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this press release may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 and other reports filed with the SEC from time to time. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. Many of the risks identified herein and in our periodic reports have been and will continue to be heightened as a result of the ongoing and numerous adverse effects arising from rising interest rates and instability in macroeconomic conditions. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.
Quarterly Highlights (unaudited, in thousands, except share, per share data and square feet) 9 (1) Metrics exclude mortgage loans receivable. (2) Weighted by ABR; excludes lease extension options and mortgage loan receivables. (3) Tenants, or tenants that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BBB- (S&P), Baa3 (Moody's) or NAIC2 (National Association of Insurance Commissioners) or higher. (4) Tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody's, or NAIC. (5) Reflects 7.4 million of unsettled shares from the August 2022 forward equity offering, at the December 31, 2022 available net settlement price of $19.17. Three Months Ended Financial Results December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 Net income $ 2,811 $ 1,419 $ 2,010 $ 1,966 $ 2,095 Net income per common share outstanding - diluted $ 0.05 $ 0.03 $ 0.04 $ 0.04 $ 0.05 Funds from Operations (FFO) $ 14,621 $ 14,517 $ 12,864 $ 12,667 $ 11,197 FFO per common share outstanding - diluted $ 0.26 $ 0.28 $ 0.26 $ 0.28 $ 0.26 Core Funds from Operations (Core FFO) $ 15,379 $ 14,517 $ 12,828 $ 12,667 $ 10,759 Core FFO per common share outstanding - diluted $ 0.28 $ 0.28 $ 0.26 $ 0.28 $ 0.25 Adjusted Funds from Operations (AFFO) $ 16,236 $ 15,386 $ 13,738 $ 13,135 $ 11,477 AFFO per common share outstanding - diluted $ 0.29 $ 0.30 $ 0.28 $ 0.29 $ 0.27 Dividends per share $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20 Weighted average common shares outstanding - diluted 55,715,025 51,384,758 48,951,833 45,600,810 43,308,598 Portfolio Metrics(1) Number of leases 427 406 381 361 327 Square feet 8,470,494 7,990,845 7,419,551 7,028,798 6,420,246 Occupancy 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Weighted average lease term remaining (years)(2) 9.5 9.6 9.5 9.6 9.9 Investment grade (rated) - % of ABR(3) 62.9 % 64.6 % 64.7 % 63.9 % 65.2 % Investment grade profile (unrated) - % of ABR(4) 17.2 % 14.0 % 16.4 % 16.7 % 16.4 % Combined Investment grade (rated) & Investment grade profile (unrated) - % of ABR 80.1 % 78.6 % 81.1 % 80.6 % 81.6 % Forward Equity Shares Sold - August 2022 10,350,000 Shares Settled through December 31, 2022 (2,973,944) Shares Remaining 7,376,056 Net Settlement Price as of 12/31/2022 $ 19.17 Remaining Equity Value(5) $ 141,373
10 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited, in thousands, except share and per share data) Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 REVENUES Rental revenue (including reimbursable) $ 26,625 $ 17,807 $ 93,934 $ 59,140 Interest income on loans receivable 674 — 2,345 — Total revenues 27,299 17,807 96,279 59,140 OPERATING EXPENSES Property 3,539 1,800 11,695 5,803 General and administrative 5,444 3,906 19,053 14,810 Depreciation and amortization 13,938 9,729 50,075 30,807 Provisions for impairment — — 1,114 3,539 Transaction costs(1) 135 236 839 700 Total operating expenses 23,056 15,671 82,776 55,659 OTHER INCOME (EXPENSE) Interest expense, net(2) (3,473) (1,007) (9,181) (3,700) Gain on sales of real estate, net 1,986 545 4,148 2,997 Other income (expense), net 95 431 131 431 Total other income (expense), net (1,392) (31) (4,902) (272) Net income before income tax expense 2,851 2,105 8,601 3,209 Income tax expense (41) (10) (396) (59) Net income 2,810 2,095 8,205 3,150 Net income attributable to noncontrolling interests 25 62 88 104 Net income attributable to common stockholders $ 2,785 $ 2,033 $ 8,117 $ 3,046 Amounts available to common stockholders per common share: Basic $ 0.05 $ 0.05 $ 0.16 $ 0.08 Diluted $ 0.05 $ 0.05 $ 0.16 $ 0.08 Weighted average common shares: Basic 54,991,093 41,859,168 49,517,977 36,999,459 Diluted 55,715,025 43,308,598 50,431,822 38,672,565 OTHER COMPREHENSIVE INCOME (LOSS) Net income $ 2,810 $ 2,095 $ 8,205 $ 3,150 Change in value on derivatives, net (1,678) 1,994 19,758 4,057 Total comprehensive income 1,132 4,089 27,963 7,207 Comprehensive income (loss) attributable to noncontrolling interests (9) 120 296 273 Comprehensive income attributable to common stockholders $ 1,123 $ 3,969 $ 27,667 $ 6,934 (1) Represents the costs associated with abandoned acquisitions and other acquisition related expenses. (2) Interest expense is net of interest income from interest bearing accounts.
Funds From Operations and Adjusted Funds From Operations (unaudited, in thousands, except share and per share data) 11 Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 GAAP Reconciliation: Net income $ 2,810 $ 2,095 $ 8,205 $ 3,150 Depreciation and amortization of real estate 13,797 9,647 49,498 30,491 Provisions for impairment — — 1,114 3,539 Gain on sales of real estate, net (1,986) (545) (4,148) (2,997) Funds from Operations (FFO) $ 14,621 $ 11,197 $ 54,669 $ 34,183 Non-recurring severance and related charges 848 — 848 — Gain on insurance proceeds (90) (438) (126) (438) Core Funds from Operations (Core FFO) $ 15,379 $ 10,759 $ 55,391 $ 33,745 Straight-line rental revenue (142) (376) (1,286) (1,082) Amortization of deferred financing costs 338 157 891 627 Amortization of loan origination costs 28 — 88 — Amortization of above/below market lease intangibles (409) (199) (1,430) (808) Amortization of lease incentives 163 96 541 122 Capitalized interest expense (234) (40) (452) (78) Non-cash compensation expense 1,128 1,080 4,774 3,703 Adjusted Funds from Operations (AFFO) $ 16,251 $ 11,477 $ 58,517 $ 36,229 FFO per common share outstanding - diluted $ 0.26 $ 0.26 $ 1.08 $ 0.88 Core FFO per common share outstanding - diluted $ 0.28 $ 0.25 $ 1.10 $ 0.87 AFFO per common share outstanding - diluted $ 0.29 $ 0.27 $ 1.16 $ 0.94 Dividends per share $ 0.20 $ 0.20 $ 0.80 $ 0.80 Dividends per share as a percent of AFFO 69 % 74 % 69 % 85 % Weighted average common shares outstanding, basic 54,991,093 41,859,168 49,517,977 36,999,459 Operating partnership units outstanding 514,706 1,125,712 526,859 1,377,335 Unvested restricted stock units 209,226 323,718 248,602 295,771 Unsettled shares under open forward equity contracts — — 138,384 — Weighted average common shares outstanding, diluted 55,715,025 43,308,598 50,431,822 38,672,565
EBITDAre, Adjusted EBITDAre, NOI and Cash NOI (unaudited, in thousands) 12 (1) The adjustment removes base rent and interest income for new investments completed during the period shown and replaces the removed amount with an estimated equivalent amount for the full period shown. The adjustment also removes base rent for properties disposed of during the period shown. (2) The adjustment removes base rent from new acquisitions acquired during the period shown and replaces the removed amount with an estimated equivalent amount for the full period shown. The adjustment also removes base rent for properties disposed of during the period shown. Three Months Ended December 31, Twelve Months Ended December 31, 2022 2021 2022 2021 GAAP Reconciliation: Net income $ 2,810 $ 2,095 $ 8,205 $ 3,150 Depreciation and amortization of real estate 13,797 9,647 49,498 30,491 Amortization of above/below market lease intangibles (409) (199) (1,430) (808) Amortization of lease incentives 163 96 541 122 Non-real estate depreciation and amortization 141 82 577 316 Interest expense, net 3,473 1,007 9,181 3,700 Income tax expense 41 10 396 59 Amortization of loan origination costs 28 — 88 — EBITDA 20,044 12,738 67,056 37,030 Provisions for impairment — — 1,114 3,539 Gain on sales of real estate, net (1,986) (545) (4,148) (2,997) EBITDAre 18,058 12,193 64,022 37,572 Straight-line rent adjustments (142) (376) (1,286) (1,082) Non-recurring severance and related charges 848 — 848 — Gain on insurance proceeds (90) (438) (126) (438) Non-cash compensation expense 1,128 1,080 4,774 3,703 Adjusted EBITDAre $ 19,802 $ 12,459 $ 68,232 $ 39,755 Adjusted EBITDAre 19,802 Adjustments for intraquarter acquisitions and dispositions(1) 1,334 Annualized Adjusted EBITDAre $ 84,544 231,397 Net debt / Annualized Adjusted EBITDAre 5.0x Net debt adjusted for outstanding forward equity / Annualized Adjusted EBITDAre 3.4x GAAP Reconciliation: Net income $ 2,810 $ 2,095 $ 8,205 $ 3,150 General and administrative 5,444 3,906 19,053 14,810 Depreciation and amortization 13,938 9,729 50,075 30,807 Provisions for impairment — — 1,114 3,539 Transaction costs 135 236 839 700 Interest expense, net 3,473 1,007 9,181 3,700 Gain on sales of real estate, net (1,986) (545) (4,148) (2,997) Income tax expense 41 10 396 59 Interest income on mortgage loans receivable (674) — (2,345) — Other income (95) (431) (131) (431) NOI 23,086 16,007 82,239 53,337 Straight-line rent adjustments (142) (376) (1,286) (1,082) Amortization of above/below market lease intangibles (409) (199) (1,430) (808) Amortization of lease incentives 163 96 541 122 Cash NOI $ 22,698 $ 15,528 $ 80,064 $ 51,569 Adjustments for Intraquarter acquisitions and dispositions(2) 1,334 Normalized Cash NOI $ 24,032 Property Operating Expense Coverage Property operating expense reimbursement $ 3,395 $ 1,502 $ 10,508 $ 5,019 Property operating expenses (3,539) (1,800) (11,695) (5,803) Property operating expenses, net $ (144) $ (298) $ (1,187) $ (784)
Consolidated Balance Sheets (unaudited, in thousands, except share data) 13 December 31, 2022 2021 ASSETS Real estate, at cost: Land $ 401,146 $ 299,935 Buildings and improvements 907,585 626,457 Total real estate, at cost 1,308,731 926,392 Less accumulated depreciation (62,526) (30,669) Property under development 16,796 17,896 Real estate held for investment, net 1,263,001 913,619 Assets held for sale 23,208 2,096 Cash, cash equivalents and restricted cash 70,543 7,603 Lease intangible assets, net 150,505 124,772 Other assets, net 52,057 20,351 Total assets $ 1,605,692 $ 1,068,441 LIABILITIES AND EQUITY Liabilities: Term loans, net $ 373,296 $ 174,330 Revolving credit facility 113,000 64,000 Lease intangible liabilities, net 30,131 23,316 Liabilities related to assets held for sale 406 — Accounts payable, accrued expenses and other liabilities 22,540 16,980 Total liabilities $ 547,269 $ 278,626 Equity: Stockholders’ equity Common stock, $0.01 par value, 400,000,000 shares authorized; 58,031,879 and 44,223,050 shares issued and outstanding as of December 31, 2022 and 2021, respectively $ 580 $ 442 Additional paid-in capital 1,091,514 809,724 Distributions in excess of retained earnings (66,937) (35,119) Accumulated other comprehensive income 23,673 4,123 Total stockholders’ equity 1,048,830 779,170 Noncontrolling interests 9,593 10,645 Total equity 1,058,423 789,815 Total liabilities and equity $ 1,605,692 $ 1,068,441
Debt, Capitalization, and Financial Ratios (unaudited, in thousands, except share data) 14 As of December 31, 2022 Weighted Average Debt Summary Maturity Date Principal Balance Interest Rate(1) Rate Type Years to Maturity Unsecured revolver(2)(3) August 11, 2026 $ 113,000 5.42% Floating 3.6 years Unsecured term loan(4) December 23, 2024 175,000 1.36% Fixed 2.0 years Unsecured term loan(5) February 11, 2028 200,000 3.88% Fixed 5.1 years Mortgage note (6) November 1, 2027 8,498 4.53% Fixed 4.8 years Principal amount of total debt $ 496,498 3.35% Net Debt Balance Principal amount of total debt $ 496,498 Less: Cash, cash equivalents and restricted cash(7) (70,543) Net debt $ 425,955 Value of outstanding forward equity(8) (141,373) Net debt adjusted for outstanding forward equity $ 284,582 Net debt / Annualized Adjusted EBITDAre 5.0x Net debt adjusted for outstanding forward equity / Annualized Adjusted EBITDAre 3.4x Key Debt Covenant Information Required Actual Consolidated total leverage ratio ≤ 60.0% 30.6% Fixed charge coverage ratio ≥ 1.50x 7.43x Maximum secured indebtedness ≤ 40.0% 0.5% Maximum recourse indebtedness ≤ 10.0% 0.0% Unencumbered leverage ratio ≤ 60.0% 31.5% Unencumbered interest coverage ratio ≥ 1.75x 8.91x Liquidity Balance Unused unsecured revolver capacity $ 287,000 Cash, cash equivalents and restricted cash(7) 70,543 Cash value of outstanding forward equity(8) 141,373 Total Liquidity $ 498,916 Ending Equity Market Equity Shares/Units Capitalization % of Total Common shares(9) 58,031,879 $ 1,063,724 99.1 % OP units(9) 513,467 9,412 0.9 % Total 58,545,346 $ 1,073,136 100.0 % Enterprise Value Balance % of Total Principal amount of total debt $ 496,498 31.6 % Equity market capitalization(8) 1,073,136 68.4 % Total enterprise value $ 1,569,634 100.0 % (1) Interest rate for floating rate debt, if applicable, is based on the last day of the quarter presented. Rates presented exclude the impact of capitalized loan fee amortization. (2) Facility fees are charged at an annual rate of 0.15% of the total facility size of $400 million. (3) The revolver has a one-year extension option. (4) Effective September 28, 2020 the floating rate underlying the term loan was swapped to an effective fixed rate of 0.21%. On January 31, 2023 the LIBOR swap was converted to a SOFR swap at a rate of 0.22%, which consists of the SOFR swap of 0.12% plus the SOFR credit spread adjustment of 0.10%. The swap terminates on December 23, 2024. (5) Effective September 1, 2022 the floating rate underlying the term loan was swapped to an effective fixed rate of 2.63%. The swap terminates on February 11, 2028. (6) The mortgage note was assumed as part of an asset acquisition during the third quarter of 2022. (7) Balance includes $4.7 million of restricted cash held in 1031 exchange accounts. (8) Reflects 7.4 million of unsettled shares from the August 2022 forward equity offering, at the December 31, 2022 available net settlement price of $19.17. (9) Value is based on the December 31, 2022 closing share price of $18.33 per share. Floating, 22.8% Fixed, 77.2% Fixed vs. Floating Rate Debt 3.35% Wgt. Avg. Rate
Investment Activity (unaudited, dollars in thousands) 15 (1) Excludes development related transactions. (2) Includes loan receivables and book value of completed developments, as well as all expenditures that were capitalized as part of the transaction, including acquisition costs, and any incentives provided to the seller and/or tenant as part of closing. (3) Calculated by dividing in-place ABR, or interest income, at the time of investment by the Gross Investment. (4) Represents all capitalized costs associated with the property, less impairment charges and net of accumulated depreciation. (5) Reflects contractual sales price. (6) The rate only applies to properties that were occupied at the time of the disposition. It is calculated by dividing the in-place ABR at the time of disposition by the contractual sales price. (7) Represents capitalized acquisition and development costs, including capitalized interest. Three Months Ended December 31, September 30, June 30, March 31, December 31, 2022 2022 2022 2022 2021 Investments(1): Number of Investments 24 26 26 37 32 Gross Investment(2) $ 104,069 $ 131,301 $ 133,065 $ 137,987 $ 150,538 Cash Capitalization Rate(3) 6.9 % 6.6 % 6.6 % 6.3 % 6.5 % Dispositions: Number of Occupied Properties 3 1 1 1 — Number of Vacant Properties — — 1 — — Net Book Value(4) $ 9,690 $ 1,517 $ 8,027 $ 2,096 $ — Proceeds(5) $ 12,294 $ 1,685 $ 10,328 $ 2,364 $ — Cash Capitalization Rate (on occupied properties only)(6) 6.7 % 5.5 % 6.0 % 5.5 % N/A Developments: Industry Location Lease Term Amount Funded to Date(7) Anticipated Rent Commencement Discount Retail Fond Du Lac, WI 10 Years $ 2,909 Completed 1Q'22 Home Improvement Sioux Falls, SD 12 Years $ 5,123 Completed 1Q'22 Dollar Stores Woodland, AL 10 Years $ 1,587 Completed 2Q'22 Arts & Craft Fond Du Lac, WI 10 Years $ 3,625 Completed 2Q'22 Discount Retail Yuma, AZ 10 Years $ 4,543 Completed 2Q'22 Discount Retail Sheboygan, WI 10 Years $ 4,171 Completed 4Q'22 Arts & Craft D'Iberville, MS 15 Years $ 5,405 1Q'2023 Arts & Craft Winder, GA 15 Years $ 5,280 1Q'2023 Arts & Craft Sheboygan, WI 10 Years $ 4,088 2Q'2023 Discount Retail Alpena, MI 10 Years $ 1,609 3Q'2023 Home Improvement Bossier City, LA 12 years $ 1,215 3Q'2023 TBD Sumter, SC TBD $ 1,123 TBD
86.1% of ABR Necessity Discount Service Other 13.8% 16 (1) Weighted by ABR; excludes lease extension options. (2) Tenants, or tenants that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BBB- (S&P), Baa3 (Moody's) or NAIC2 (National Association of Insurance Commissioners) or higher. (3) Tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody's, or NAIC. (4) Tenants, or tenants that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BB+ (S&P), Ba1 (Moody's) or NAIC3 (National Association of Insurance Commissioners) or lower. Portfolio Metrics December 31, 2022 Number of leases 427 Number of states 43 Square feet 8,470,494 Tenants 80 Industries 25 Occupancy 100.0 % Weighted average lease term remaining (years)(1) 9.5 Tenant Quality Number of Leases ABR % of ABR Investment grade (rated)(2) 302 $ 62,348 62.9% Investment grade profile (unrated)(3) 47 17,080 17.2% Sub-investment grade (rated)(4) 31 10,741 10.8% Sub-investment grade profile (unrated) 47 9,014 9.1% Total 427 $ 99,183 100.0% 62.9% Investment Grade 55.6% Necessity 80.1% of ABR Inv. Grade Inv. Grade Profile Sub-Investment Grade 10.8% Investment Grade Profile 17.2% Investment Grade 62.9% Sub-Investment Grade Profile 9.1% Tenant Quality Discount 18.1% Necessity 55.6% Service 12.4% Defensive Category Portfolio Information (unaudited, dollars in thousands)
Portfolio Information (cont’d) (unaudited, dollars in thousands) 17 Top 20 Tenants(1) Number of Leases ABR % of ABR Credit rating(2) 32 $ 9,971 10.1% BBB 22 6,428 6.5% BBB 63 6,199 6.2% BBB 14 5,468 5.5% IG Profile 20 4,611 4.6% A 40 3,900 3.9% Baa2 6 3,770 3.8% AA 4 3,578 3.6% BBB+ 33 3,367 3.4% BBB 6 3,211 3.2% A3 5 3,000 3.0% Baa1 2 2,719 2.7% IG Profile 2 2,615 2.6% BB 10 2,543 2.6% SIG (unrated) 10 2,435 2.5% IG Profile 4 2,356 2.4% B+ 2 1,944 2.0% A 13 1,884 1.9% BB- 1 1,636 1.6% BBB 7 1,596 1.6% Baa1 Total 296 $ 73,231 73.8% (3) (1) Metrics exclude mortgage loan receivables. (2) If rated by a credit rating agency, reflects highest rating from S&P, Moody’s or National Association of Insurance Commissioners. (3) Ahold Delhaize does not provide a guaranty on one Food Lion lease, however the tenant qualifies for Investment Grade Profile designation.
≥10% ABR ≥1% and <3% ABR Portfolio Information (cont’d) (unaudited, dollars in thousands) 18 State(1) Number of Leases ABR % of ABR Illinois 23 $ 8,663 8.7% Texas 35 8,022 8.1% Wisconsin 21 6,874 6.9% Georgia 28 5,949 6.0% Virginia 9 5,674 5.7% Ohio 33 5,427 5.5% Pennsylvania 23 5,102 5.1% New York 16 4,674 4.7% Louisiana 10 4,187 4.2% California 13 4,174 4.2% Other 216 40,438 40.8% Total 427 $ 99,183 100.0% (1) Metrics exclude mortgage loan receivables. <1% ABR ≥5% and <10% ABR ≥3% and <5% ABR 0% ABR AK HI WA OR MT CA AZ WY NV ID UT CO NM TX OK ND SD NE KS LA AR MO IA MN WI IL IN MI OH KY TN FL MS AL GA SC NC VA WV PA DE NJ NY ME VT NH MA MD CT RI
Portfolio Information (cont’d) (unaudited, dollars in thousands) 19 Industry(1) Defensive Category Number of Leases ABR % of ABR Drug Stores & Pharmacies Necessity 54 $ 16,399 16.5% Grocery Necessity 23 12,760 12.9% Home Improvement Necessity 33 11,969 12.1% Dollar Stores Discount 96 9,566 9.6% Discount Retail Discount 32 8,357 8.4% Auto Parts Necessity 61 5,526 5.6% Arts & Crafts Other 14 5,468 5.5% Convenience Stores Service 24 5,353 5.4% General Retail Necessity 6 3,708 3.7% Consumer Electronics Other 6 3,211 3.2% Quick Service Restaurants Service 18 2,923 2.9% Healthcare Necessity 12 2,352 2.4% Specialty Other 2 1,719 1.7% Sporting Goods Other 1 1,636 1.6% Automotive Service Service 15 1,634 1.6% Farm Supplies Necessity 7 1,596 1.6% Health and Fitness Service 1 985 1.0% Furniture Stores Other 2 885 0.9% Casual Dining Service 5 767 0.8% Equipment Rental and Leasing Service 5 679 0.7% Apparel Other 4 481 0.5% Banking Necessity 3 457 0.5% Wholesale Warehouse Club Necessity 1 417 0.4% Gift, Novelty, and Souvenir Shops Other 1 200 0.2% Home Furnishings Other 1 134 0.1% Total 427 $ 99,183 100.0% Defensive Category Number of Leases ABR % of ABR Necessity 200 $ 55,185 55.6% Discount 128 17,923 18.1% Service 68 12,342 12.4% Other 31 13,733 13.8% Total 427 $ 99,183 100.0% (1) Metrics exclude mortgage loan receivables.
Lease Expiration Schedule (unaudited, dollars in thousands) 20 ABR Expiring Year of Number of ABR as a % of Expiration Leases Expiring Expiring(1) Total Portfolio 2023 — $ — 0.0% 2024 2 293 0.3% 2025 10 2,826 2.8% 2026 16 3,099 3.1% 2027 21 5,145 5.2% 2028 36 7,295 7.4% 2029 53 8,169 8.2% 2030 41 9,870 10.0% 2031 66 12,353 12.5% 2032 33 9,052 9.1% 2033 27 5,224 5.3% 2034 26 9,591 9.7% 2035 23 8,206 8.3% 2036 27 5,894 5.9% 2037 29 7,589 7.7% 2038 1 255 0.3% 2039 7 1,110 1.1% 2040 2 425 0.4% 2041 4 1,246 1.3% 2042 1 985 1.0% 2043 2 558 0.6% TOTAL 427 $ 99,183 100.0% (1) Weighted by ABR; excludes lease extension options and mortgage loan receivables.
FFO, Core FFO, and AFFO FFO means funds from operations. It is a non-GAAP measure defined by NAREIT as net income (computed in accordance with GAAP). Our FFO is net income in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Core FFO means core funds from operations. Core FFO is a non-GAAP financial measure defined as FFO adjusted to remove the effect of unusual and non-recurring items that are not expected to impact our operating performance or operations on an ongoing basis. These include non-recurring severance and related charges and gain on insurance proceeds. AFFO means adjusted funds from operations. AFFO is a non-GAAP financial measure defined as Core FFO adjusted for GAAP net income related to non-cash revenues and expenses, such as straight-line rent, amortization of above- and below-market lease-related intangibles, amortization of lease incentives, capitalized interest expense, non-cash compensation expense, and amortization of deferred financing and amortization of loan origination costs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values historically have risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO to be useful in evaluating potential property acquisitions and measuring operating performance. We further consider FFO, Core FFO and AFFO to be useful in determining funds available for payment of distributions. FFO, Core FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. You should not consider FFO, Core FFO and AFFO to be alternatives to net income as a reliable measure of our operating performance; nor should you consider FFO, Core FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity. FFO, Core FFO and AFFO do not measure whether cash flow is sufficient to fund our cash needs, including principal amortization, capital improvements and distributions to stockholders. FFO, Core FFO and AFFO do not represent cash flows from operating, investing or financing activities as defined by GAAP. Further, FFO, Core FFO and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO, Core FFO and AFFO. Non-GAAP Measures and Definitions 21
Non-GAAP Measures and Definitions (cont’d) EBITDA, EBITDAre and Adjusted EBITDAre EBITDA is computed by us as earnings before interest expense, income tax expense and depreciation and amortization. EBITDAre is the NAREIT definition of EBITDA (as defined above), but it is further adjusted to follow the definition included in a white paper issued in 2017 by NAREIT, which recommended 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 straight-line rent, non-cash compensation expense, non-recurring severance and related charges, and gain on insurance proceeds. Adjusted EBITDAre, as computed by us, is EBITDAre adjusted to exclude straight-line rent, non-cash compensation expense, non-recurring severance and related charges, and gain on insurance proceeds. Annualized Adjusted EBITDAre is Adjusted EBITDAre, plus adjustments for intraquarter investment activity, multiplied by four. We present EBITDA, EBITDAre and Adjusted EBITDAre as they are measures commonly used in our industry. We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. We use EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity. EBITDA, EBITDAre and Adjusted 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, 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. NOI, Cash NOI, and Normalized Cash NOI NOI means net operating income, and it is computed in accordance with GAAP. We compute NOI as net income (computed in accordance with GAAP), excluding general and administrative expenses, interest expenses (or income), income tax expense, transaction costs, depreciation and amortization, gains (or losses) from the sales of depreciable property, impairment charges on depreciable real property, transaction costs, and other income (or expense). Cash NOI is computed by us as NOI excluding straight-line rent and amortization of above/below-market leases adjustments and lease incentives. 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, and our NOI and Cash NOI may not be comparable to similarly titled measures of other companies. 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. 22
Non-GAAP Measures and Definitions (cont’d) 23 Normalized Cash NOI is computed by us as Cash NOI adjusted to remove Cash NOI for properties acquired during the period shown, and then replace the removed amount with an estimated equivalent ABR for the full period. It is further adjusted to remove Cash NOI for properties disposed of during the period shown. Other Definitions ABR means annualized base rent. ABR is calculated by multiplying (i) cash rental payments (a) for the month ended December 31, 2022 (or, if applicable, the next full month’s cash rent contractually due in the case of rent abatements, recently acquired properties, and properties with contractual rent increases, other than properties under development) for leases in place as of December 31, 2022, plus (b) for properties under development, the first full month’s permanent cash rent contractually due after the development period by (ii) 12. Defensive Category is considered by us to represent tenants that focus on necessity goods and essential services in the retail sector, including discount stores, grocers, drug stores and pharmacies, home improvement, automotive service and quick-service restaurants, which we refer to as defensive retail industries. The defensive sub-categories as we define them are as follows: (1) Necessity, which are retailers that are considered essential by consumers and include sectors such as drug stores, grocers and home improvement, (2) Discount, which are retailers that offer a low price point and consist of off-price and dollar stores, (3) Service, which consist of retailers that provide services rather than goods, including, tire and auto services and quick service restaurants, and (4) Other, which are retailers that are not considered defensive in terms of being considered necessity, discount or service, as defined by us. Leases are individual properties with a distinct lease agreement in place, development activities where a lease is expected at a future date, or in the case of master lease arrangements each property under the master lease is counted as a separate lease. Net Debt is computed by us as the principal amount of total debt outstanding less cash, cash equivalents, and restricted cash. Occupancy is expressed as a percentage, and it is the number of economically occupied properties divided by the total number of properties owned. Properties under development are excluded from the calculation. OP units means operating partnership units not held by NETSTREIT.
Forward Looking and Cautionary Statements 24 This supplemental report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this supplemental report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 and other reports filed with the SEC from time to time. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this supplemental report. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. Many of the risks identified herein and in our periodic reports have been and will continue to be heightened as a result of the ongoing and numerous adverse effects arising from rising interest rates and instability in macroeconomic conditions. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.
ntstinvestorpresentation
1 Investor Presentation February 2023
Disclaimer 2 This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate, and our financial outlook. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this presentation may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements, or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 24, 2022, and other reports filed with the SEC from time to time. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this presentation. New risks and uncertainties may arise over time, and it is not possible for us to predict those events or how they may affect us. Many of the risks identified herein and in our periodic reports have been and will continue to be heightened as a result of the ongoing and numerous adverse effects arising from rising interest rates and instability in macroeconomic conditions. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.
Investment Highlights 3 Source: Company data. Data represents portfolio and balance sheet as of 12/31/2022 unless otherwise noted. 1. Figures represent percentage of ABR unless otherwise noted. 2. Represents tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody's, or NAIC. Investment grade tenancy provides consistent performance through all economic cycles ▪ High-quality tenancy creates bond-like leases with high rent collections during times of disruption ▪ 80.1% of portfolio consisted of investment grade tenants, or tenants with an investment grade profile2 Defensive nature of NETSTREIT portfolio strategy ▪ Focused on recession resilient industries such as necessity, discount, and service-oriented retailers, with e-commerce resistant strategies Healthy portfolio with strong external growth opportunities ▪ Maintained 100% occupancy since IPO ▪ Average quarterly investment activity of $113 million since the beginning of 2020 ▪ Continued focus on acquiring high credit quality tenants located in well populated markets Well positioned balance sheet ▪ 77% fixed rate debt ▪ $499 million of total liquidity (cash on hand + revolver capacity + unsettled forward equity) High-Quality, Diversified, and Defensive Net Lease Retail Portfolio Conservative Capitalization to Support Accretive Growth
3.6% 6.2% 8.1% 9.4% 13.3% 15.2% 18.8% 13.9 9.5 8.3 10.4 8.8 10.4 9.5 EPRT NTST FCPT SRC ADC NNN O Lease Rollover % ('23-'26) WALT 61% 68% 63% 33% 20% 18% 0% ADC NTST FCPT O SRC NNN EPRT 4 Investment Highlights Source: Company Filings as of 12/31/2022. 1. ADC, FCPT, O, NNN, and EPRT as of 12/31/2022. SRC as of 9/30/2022. EPRT investment grade concentration assumed to be 0%, although it is not disclosed by the company. Lease Rollover Investment Grade %1 NTST's Stable & Predictable Cash Flow Profile Drives Superior Risk-Adjusted Returns
10.1% 6.5% 6.2% 5.5% 4.6% 3.9% 3.8% 3.6% 3.4% 3.2% Investment Highlights – Portfolio Overview 5 Sources: Company data. Portfolio data represents portfolio as of 12/31/2022. 1. Excludes mortgage loan receivables. 2. Represents tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody's, or NAIC. High-quality, diversified portfolio consisting of 62.9% investment grade tenants across 43 states Key Portfolio Stats1 Leases 427 States 43 Portfolio Square Feet (in millions) 8.5 Tenants 80 Retail Sectors 25 % Occupancy 100% % Investment Grade Tenants (by ABR) 62.9% Weighted Average Lease Term Remaining (Years) 9.5 Lease Turnover Through 2026 (by ABR) 6.3% National Footprint Across Attractive Markets Top 10 Tenants by % of ABR Investment Grade Rated BBB / Baa2 Investment Grade Profile2 ≥1% and <3% ABR <1% ABR ≥5% and <10% ABR ≥3% and <5% ABR 0% ABR AK HI WA OR MT CA AZ WY NV ID UT CO NM TX OK ND SD NE KS LA AR MO IA MN WI IL IN MI OH KY TN FL MS AL GA SC NC VAWV PA DE NJ NY ME VT NH MA MD CT RI ≥10% ABR BBB+ / Baa1 BBB- / Baa2 BBB / Baa2 AA / Aa2 IG Profile A / Baa2 BBB / Baa2 BBB+ / A3 BBB / Baa2
Discount Retail: Home Improvement: Dollar Stores: Grocery: Drug Stores & Pharmacies: Investment Highlights - Portfolio Diversification In Defensive Retail Sectors Source: Company data. Portfolio data represents portfolio as of 12/31/2022. All figures represent percentage of portfolio ABR. Note: Due to rounding, respective defensive retail sector exposure may not precisely reflect the absolute figures. NETSTREIT offers a national diversified portfolio comprised primarily of recession resilient retail tenants Top Industries 55.6% Necessity 18.1% Discount 13.8% Other 1 16.5% 2 12.9% 3 12.1% 4 9.6% 5 8.4% 12.4% Service 86.1% of ABR Necessity Discount Service 6
NTST Portfolio Transformation – Growth & Upgrade 7 NETSTREIT has prudently allocated offering proceeds and recycled capital to grow the scale of its asset base while also improving portfolio quality through further diversification and increased exposure to defensive credit tenancy Source: Company Filings and Company-provided data. 1. Includes mortgage loan receivables. 2. Calculated as % of ABR; excludes mortgage loan receivables. Pre-144A (12/23/19) 144A to IPO IPO (8/13/20) Since IPO Current (12/31/22) Leases 93 70 163 264 427 States 28 6 34 9 43 Portfolio Size 1.4M SF 1.6M SF 3.0M SF 5.5M SF 8.5M SF ABR $17.8M $16.7M $34.5M $64.7M $99.2M Investment Volume1 – ~$0.3B – ~$1.1B – Cap Rate1 – 6.6% – 6.7% – Disposition Volume – ~$10M – ~$98M – Disposition Cap Rate – 5.8% – 6.5% – Gross Asset Value ~$0.2B ~$0.3B ~$0.5B ~$1.0B ~$1.5B IG Concentration2 64% 0% 64% (1%) 63% IG & IG Profile Concentration2 64% +8% 72% +8% 80% Top 10 Tenant Concentration2 62% (5%) 57% (6%) 51% Top Five Tenants2 6.4% 7.5% 7.9% 8.9% 11.9% 4.9% 5.2% 6.1% 7.9% 12.7%Baa2 / BBB Baa2 / BBB Baa1 / BBB+ Baa2 / BBB Baa2 / BBB- Baa1 / AA- Aa2 / AA Baa2 / BBB IG Profile Baa1 / BBB+ 4.6% 5.5% 6.2% 6.5% 10.1% IG Profile BBB / Baa2 BBB / Baa2 A / Baa2 BBB / Baa2 BBB / Baa2
$74 $151 $103 $81 $88.2 $117 $90 $151 $138 $133 $131 $104 1Q'20 2Q'20 3Q'20 4Q'20 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 Completed Investments New Quarterly Investments Investment Highlight – Strong External Growth Profile 360 Completed Investments 8 Source: Company data. 1. Includes completed developments and mortgage loan receivables. ($ in millions) Avg. Acquisition Activity per Completed Quarter = $113 million Cumulative Investments Since 20191 Properties Acquired: 24 44 30 26 $225 $327 $614 $409 31 35 $497 26 $704 $854 32 $992 37 26 $1,125 $1,257 26 $1,361 24
NETSTREIT’s Foundation to Building a High-Quality Net Lease Portfolio 9 Established Investment Guideposts 1 Differentiated and Multi- Faceted Acquisition Process 2 Stringent Real Estate & Tenant Underwriting 3 Active Asset Management 4 Strong Balance Sheet & Liquidity 5 Focus on ESG6 Platform Scaled for Growth Provides Strong, Consistent Cash Flow and Performance
Portfolio Strategy / Investment Philosophy 10 Source: Company data. Portfolio data represents portfolio as of 12/31/2022. 1. Portfolio statistics by percentage of ABR. Current MetricsInvestment Philosophy Portfolio Strategy Defensive Tenancy in Necessity-Based and E-commerce-Resistant Retail Industries1 86.1%Primarily Resilient, Cycle-Tested Investment Grade Credit Tenants with Durable Cash Flows1 >60% 80.1% (62.9% Investment Grade Credit and 17.2% Investment Grade Profile) Granular Assets in Highly Fragmented, Undercapitalized Market Segment $3.6M Avg. Asset Size $1 to $10M Avg. Asset Size Net Lease Retail Assets with Long Lease Term Benefiting From Contractual Rent Growth ~10 Year WALT 9.5 Year WALT Diversification by Industry, Tenant, State1 <15% Industry <50% Top 10 Tenants <15% State 16.5% Industry 50.9% Top 10 Tenants 8.7% State Significant Focus on Fundamental Real Estate Underwriting Attractive cost basis with durable valuation supported by market rents and demos, physical structure and location, and alternative use analyses
Acquisition Strategy – Bell Curve Investing 11 Inefficiently Priced Assets “Market-Taker” Assets TYPICAL TRANSACTION - Well marketed transaction - Straight-forward transaction - Ability to finance transaction - Highly competitive, well capitalized investors TYPICAL TRANSACTION - Not highly marketed - May involve transaction structuring that limits buyer pool - Limited financing options - Less competitive Efficiently Priced Assets NETSTREIT’s acquisition strategy is to focus on the right side of the bell curve, where assets are inefficiently priced, and risk adjusted returns are higher
Acquisition Execution – Generating Robust Deal Pipelines 12 The team’s extensive experience in the net lease space, combined with industry relationships, provides attractive acquisition opportunities Utilization of a multi-faceted acquisition strategy to deploy capital allows greater flexibility to quickly pivot to opportunities that provide strong risk-adjusted returns Robust Pipeline + Superior Risk Adjusted Returns Experienced Team Experienced team members in acquisitions, credit/ underwriting, and asset management Industry Relationships Strong relationships with tenants, property owners, brokerage networks, lenders, and development partners Flexibility Ability to quickly pivot and adapt to new acquisition strategies in a volatile macro environment Creative Deal Structures Smaller portfolio size and lower acquisition goals allow us to take time to create more accretive deals where peers cannot
Stringent Underwriting Process – Three-Part Process 13 NETSTREIT leverages a disciplined, three-pronged approach to underwriting potential acquisitions which positions the Company to benefit from superior downside protection on its investments REAL ESTATE VALUATION UNIT-LEVEL PROFITABILITY• Review underlying key real estate metrics to maximize re-leasing potential • Location analysis • Alternative use analysis • Determine rent coverage (min. 2.0x) and cost variability • Assess relative to corporate stability / real estate merits C B TENANT CREDIT UNDERWRITING • Evaluate corporate level financials • Assess business risks • Determine ownership/sponsorship • For Non-IG tenants, establish NETSTREIT implied credit rating A L e v e l o f U n d e rw ri ti n g E m p h a s is
Strong Tenant Credit Underwriting – Drives Consistent Revenue Growth 14 NETSTREIT employs a credit-focused underwriting strategy for all tenants that drives stable revenue and long-term return on investment Source: Company data. Portfolio data represents portfolio as of 12/31/2022. 1. IG stands for investment grade. Investment Grade (rated) Investment Grade Profile (unrated) Sub-IG (rated) & Sub-IG Profile (unrated)1 Description • Validated financial strength and stability • Professional management with standardized operational practices • Focus on corporate guarantee credit • Lower relative yields • Higher competition for deals • IG-caliber balance sheets without explicit rating • Threshold metrics: • >$1B in Sales • >Debt / adjusted EBITDA of 2.0x • Well-capitalized retailers • National footprint with strong brand equity • Focus on real estate quality / unit-level profitability • Higher relative yields • Lower competition for deals Durability • Coverage and credit enhancements required given more susceptible to market disruptions % Of ABR 62.9% 17.2% 19.9% Lease Terms (WALT, Rent Bumps, etc.) Less negotiating leverage More negotiating leverage Most negotiating leverage Representative Tenants 80.1% Total Defensive, consistent performance through economic cycles
Real Estate Valuation 15 Real Estate closely follows Credit as a top priority: NETSTREIT utilizes a ground-up framework rooted in real estate fundamentals to underpin its valuation and further quantify the upside potential for a transaction Market-Level Considerations Property-Level Considerations • Fungibility of building for alternative uses • Replacement cost • Location analysis • Traffic counts • Nearby uses and traffic drivers, complementary nature thereof • Accessibility and parking capacity • Ingress and egress • Visibility / signage • Vacancy analysis • Marketability of the real estate without current tenant • List of likely replacement tenants • Rent analysis • Market rent versus in-place rent • Demographic analysis • Current demographics plus trends and forecasts • Competitive analysis • Market position versus competing retail corridors
Unit-Level Profitability 16 In assessing unit-level financial performance, NETSTREIT focuses on mission-critical properties with strong rent coverage and higher variability in operating costs Obtain Financial Information Perform Financial Analysis 2 Assess Investment Merits 1 3 • Provides clarity into location-specific performance • Analyze store demand dynamics, cost structure and liquidity profile • Determine whether property meets investment criteria • Obtain unit-level financial information from parent company if possible • If financials are not provided, utilize data provided by third party vendors to estimate sales by location • Third party data includes: • Cell phone traffic • Point of sales (POS) data • Triangulate P&L based on available information • Foot traffic • Sales • EBITDAR margin • Rent • Account for variability in business model cost structure • Higher proportion of fixed costs = more variability in rent coverage • Determine store ranking within tenant’s broader operating portfolio based on estimated sales Key Unit-Level Investment Criteria Minimum 2.0x Rent Coverage✓ Higher Cost Variability✓ Ranks in Top Half of Tenant’s Store Portfolio ✓
Active Asset Management 17 NETSTREIT continuously tracks property performance and stratifies the portfolio to achieve consistent cash flows and balanced growth for its investors Source: Company data. Portfolio data represents portfolio as of 12/31/2022. Since inception, the Company has disposed of 64 properties totaling approximately $198 million, which has materially improved portfolio performance metrics such as tenant quality, WALT, and geographic diversity Identify properties not meeting strategy and/or risk management criteria (i.e. rent coverage) Periodically review all properties for changes in performance, credit, and local conditions Leverage 1031 exchange transfers where possible to access deep, non- institutional market for portfolio optimization Strategic Recycling Perpetual Stratification Active Monitoring IDENTIFY
Strength of Balance Sheet Facilitates Growth & Strong Cash Flow OVER $1 BILLION OF CAPITAL RAISED IN 2022 18 January 2022 Forward Equity Raise: ▪ 10.4 million shares at $22.25 price to public ($230 million in gross proceeds) ▪ Fully settled as of September 30, 2022 August 2022 Forward Equity Raise: ▪ 10.4 million shares at $20.20 price to public ($209 million in gross proceeds) ▪ 7.4 million shares unsettled as of December 31, 2022 August 2022 Credit Facility Recast: ▪ Added a 5.5-year $200 million term loan, swapped to an all-in fixed rate of 3.88% ▪ Upsized the revolver from $250 million to $400 million ▪ Facility cap rate, used for valuing asset base, decreased from 7.25% to 6.50% ▪ Covenants adjusted to allow greater flexibility in our various approaches to acquisitions Source: Company data. Data as of 12/31/2022 unless otherwise noted. $0 $200 $400 $600 $800 $1,000 $1,200 Forward Equity Credit Facility Recast $600 mm Credit Facility $439 mm Forward Equity Raise
Fortified Balance Sheet Positively Positions Us for Future Investment Opportunities BALANCE SHEET 19 Liquidity: ▪ $287 million of unused revolver capacity ▪ $141 million of unsettled forwards ▪ $71 million of unrestricted cash ▪ TOTAL LIQUIDITY: $499 million Leverage: ▪ 5.0x Net Debt to Adjusted EBITDAre ▪ 3.4x Net Debt to Adjusted EBITDAre after adjusted for unsettled forward equity ▪ 27% Debt to Total Assets Fixed vs Floating Rate Debt: ▪ 77% of debt is fixed rate ▪ 90% of debt is fixed rate after adjusting for cash on hand1 Source: Company data. Data as of 12/31/2022 unless otherwise noted. 1. Assumes cash on hand at quarter end was used to repay a portion of the unsecured revolver balance. $499 million Total Liquidity 3.4x Net Debt/ Adjusted EBITDAre (adjusted for unsettled forward equity) 90% Cash Adjusted Fixed Rate Debt1 5.0x Net Debt/ Adjusted EBITDAre
Corporate Responsibility 20 ▪ Dedication to reducing the Company’s ecological footprint ▪ Endorsement of renewable resources and encouragement of tenants to practice leading sustainability initiatives ▪ New corporate headquarters is LEED v4 O+M: EB Gold Certified ▪ Implementation of energy conservation practices in the office E Environmental Responsibility ▪ Emphasis on creating a culture driven by diversity & inclusion ▪ Commitment to employee well-being & satisfaction in the workplace ▪ Creation of leading employee training and development programs to promote growth S Social Responsibility ▪ Management team & board of directors comprised of members with diverse background of skills, experience, and perspectives ▪ Enactment of ideal board features to enhance the Company’s fiduciary responsibility to shareholders ▪ Rigorous risk management procedures to protect shareholder interests G Corporate Governance Areas of Focus NETSTREIT is committed to fulfilling its responsibility as an outstanding corporate citizen The Company’s mission is to be the leader in the net lease industry by practicing and implementing innovative, impactful Environmental, Social and Governance policies with the highest ethical standards
Corporate Responsibility 21 NETSTREIT aligns its corporate responsibility efforts to support that of the United Nations Sustainable Development Goals (SDGs). Promote health and well-being in our offices. Company provides insurance benefits to our employees and family. Company provides employees with fitness memberships. Ensure inclusive and equitable quality education and promote lifelong learnings opportunities for all. Company provides continuing education for employees and offers paid internship to college students. Ensure women’s full and effective participation and equal opportunities at all levels of decision-making. Over 40% of the board members and employee base are female. Promote sustained, inclusive, full and decent productive employment. Company culture promotes inclusivity and growth. Reduced inequality and empower and promote inclusion of all, irrespective of age, sex, race, religion, or economic status. Company culture promotes and empower inclusivity of all. Company has efforts to recruit in underserved communities.
Environmental Responsibility 22 Our top tenants have corporate sustainability programs that govern their business operations. 18 of our top 20 tenants in our portfolio have ESG commitments Source: Company data. Portfolio data represents portfolio as of 12/31/2022. Corporate sustainability programs for each tenant is published on their website. GHG/CO2 Emission Plastic Usage/ Sustainable Packaging Renewable Energy/Energ y Conservation Water Conservation/ Clean Water Eco-Friendly Products/ Sustainably/ Ethically Sourced Products Waste Reduction/ Recycling Agriculture/ Deforestratio n Community Engagement/ Philanthropy Diversity, Equity and Inclusion Responsible Supply Chain Product Safety & Quality CVS ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Walgreens ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Dollar General ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ 7-Eleven ✓ ✓ ✓ ✓ ✓ ✓ Advance Auto Parts ✓ ✓ ✓ ✓ ✓ ✓ Sams/Wal-Mart ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Lowe's ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Dollar Tree/ Family Dollar ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Best Buy ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Ahold Delhaize (Food Lion and Stop & Shop) ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Festival Foods ✓ ✓ ✓ ✓ Floor & Décor ✓ ✓ ✓ ✓ ✓ Big Lots ✓ ✓ ✓ ✓ ✓ Winn Dixie ✓ ✓ ✓ ✓ ✓ ✓ Home Depot ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Harbor Freight ✓ Dick's Sporting Goods ✓ ✓ ✓ ✓ ✓ Tractor Supply ✓ ✓ ✓ ✓ ✓ ✓ ENVIRONMENTAL SOCIAL
Environmental Responsibility – Reducing Interest Costs 23 We can achieve up to 2.5 bps pricing adjustment if we meet certain annual key performance indicators set by our sustainability agent. The KPI is based on the percentages of our portfolio ABR that is derived by tenants who have set targets of reducing GHG with SBTi or have made commitments to set a target at a future date with SBTi. Source: Tenants within our portfolio with Science Base Target initiatives targets or commitments as of October 6, 2022. To showcase our commitment to the reduction of greenhouse gas emissions, we incorporated to our $600 million credit facility, a sustainability-linked loan feature based on the Science Based Targets initiatives (“SBTi”). Tenants SBTi Targets SBTi Commitment Advance Auto Parts, Inc Burlington Best Buy Co., Inc. Bridgestone Corporation CVS Health DaVita Kohl's, Inc. Koninklijke Ahold Delhaize N.V. La-Z-Boy Incorporated Lowe's Companies, Inc. Panera Bread Seven & i Holdings Co., Ltd. Starbucks Coffee Company Target Corporation The Home Depot The Kroger Co. The Wendy's Company Ulta Beauty, Inc. Walmart Inc. Yum! Brands, Inc.
Social Responsibility – Diversity Strengthens Workforce 24 Human Capital Management is the Cornerstone of our ESG and Corporate Strategy. We believe in the value of a diverse workforce and inclusive culture. 401K Plan 100% company match of up to a 3% contribution, and 50% of up to the next 2% Insurance Health, dental, and vision insurance costs covered at 90% for employees and 60% for dependents Leave Ten weeks of paid maternity leave at 100% salary as well as four weeks of paid family bonding; Company also provides jury duty, witness leave, and military leave Paid Time Off A minimum of twenty-three PTO days Paid Holidays Twelve days of paid holidays Employee Assistance 24/7 toll-free hotline to access confidential counseling on various physical and mental health needs Continuing Education Reimbursement for certifications, tuition, courses, and seminars for continuing professional education BenefitsWorkforce Diversity Source: Company data. Female, 47% Male, 53% Asian, 10% Black, 10% Hispanic, 3% White, 77%
Corporate Governance 25 Source: Company data. We are committed to acting with honesty and integrity and conducting all corporate opportunities in an ethical manner Annual Director Elections Majority Voting Standard For Election of Directors Director Resignation Policy Annual Director and Committee Assessments No poison pill or differential voting stock structure to chill shareholder participation Shareholders’ right to amend the charter and bylaws by simple majority vote Separate non-executive Chair and CEO roles and Lead Independent Director with strong role and significant governance duties Governance Highlights Board Independence and Diversity 71% Independent Directors 40% Diverse Independent Directors 43% Female Directors 4 Fully Independent Committees
Senior Leadership with Deep Expertise 26 Source: Company data. Seasoned leadership team with significant net lease retail and public company experience Mark Manheimer President, CEO & Director Mr. Manheimer leads the overall strategy, acquisitions, underwriting, and asset management for the company Prior experience includes: • EB Arrow; CIO of the Single-Tenant Net Lease Group • Spirit Realty Capital (NYSE: SRC); EVP, Head of Asset Management from 2012 through 2016 • Member of Investment Committee • Led restructuring and extension of the largest tenant’s master lease, as well as subsequent sales of the assets leased to the tenant • Led due diligence in merger that doubled company size • Cole Real Estate Investments; Head of Sale-Leaseback Acquisitions from 2009 through 2012 • Realty Income Corporation (NYSE: O); Director of Underwriting from 2005 through 2009 Prior experience includes: • Global Medical REIT (NYSE: GMRE); Independent Director and Audit Committee Chair • Freehold Properties; Independent Director and Audit Committee Chair • Big Rock Partners Acquisition Corp.; Advisor from February 2020 through May 2021 and CFO from September 2017 through February 2020 • Formerly Care Capital Properties, Inc. (NYSE: CCP); CFO from August 2015 to August 2017 • Ventas, Inc. (NYSE: VTR); SVP, Capital Markets and Investor Relations from 2011 to August 2015 Lori Wittman Interim CFO Ms. Wittman manages liabilities, capital raising, investor relations and financial reporting for the company High-Quality Real Estate Portfolio Conservative Capitalization
Key Personnel 27 Source: Company data. 1. First Potomac Realty Trust was publicly traded on the NYSE until October 2017. Experienced team of professionals drive NETSTREIT’s day to day operations Jeff Fuge Senior Vice President, Acquisitions • Joined in December 2019 • Prior experience includes: – Director of Capital Markets at EB Arrow – Senior Vice President at Compass Point Research & Trading – Client Relations Director at Aegis Financial • B.A. in History and minor in Business Administration from the College of Charleston; M.B.A. from George Washington University Chad Shafer Senior Vice President, Credit and Underwriting • Joined in May 2020 • Prior experience includes: – Various roles at JPMorgan Chase & Co., most recently as Executive Director – Wholesale Credit Risk – Other roles include Head of Real Estate Banking Portfolio Management, Head of Key Relationship Group – Credit Risk, Commercial Term Lending, and Credit Manager • B.S. in Finance from Butler University Kirk Klatt Senior Vice President, Real Estate • Joined in December 2019 • Prior experience includes: – Chief Acquisitions Officer, Single-Tenant Net-Lease at EB Arrow – Development Services Manager for Duke Realty Corporation (NYSE: DRE) • B.S. in Civil Engineering from Texas Tech University; M.B.A. from University of Texas at Dallas; licensed real estate salesperson in Texas Trish McBratney-Gibbs Senior Vice President and Chief Accounting Officer • Joined in May 2020 • Prior experience includes: – Chief Accounting Officer of American Bath Group – Chief Accounting and Administrative Officer of Mill Creek Residential Trust – Vice President and Controller of CyrusOne (NASDAQ: CONE) • B.S. in Accounting from Oklahoma State University; Certified Public Accountant Randy Haugh Senior Vice President, Finance • Joined in February 2020 • Prior experience includes: – U.S. Real Estate fund management group at The Carlyle Group (NASDAQ:CG) – Vice President of Finance and Director of Finance at First Potomac Realty Trust (NYSE: FPO)1 • B.S. in Economics from University of Virginia Amy An Investor Relations Manager • Joined in December 2019 • Prior experience includes: – Investor Relations Manager at EB Arrow – Investor Relations Associate and Real Estate Analyst at Capview Partners • B.S. in Business Administration from the University of Texas at Dallas – Naveen Jindal School of Management High-Quality Real Estate Portfolio Conservative Capitalization
Board of Directors Independent Director ▪ Compensation Committee Chair ▪ Investment Committee Chair ▪ Audit Committee Member Background ▪ Formerly AEW Capital Management, Head of AEW Real Estate Securities ▪ Formerly Landmark Land Company, VP Matt Troxell, CFA Non-Independent Director ▪ Expected to return as Independent Director after Interim CFO role Background ▪ Big Rock Partners, CFO ▪ Global Medical REIT (NYSE: GMRE) Independent Director and Audit Committee Chair ▪ Formerly Care Capital Properties (NYSE: CCP), CFO ▪ Formerly Ventas (NYSE: VTR), SVP – Capital Markets & Investor Relations Lori Wittman In addition to Mr. Manheimer, the Company’s board is comprised of five independent directors, each possessing diverse backgrounds in industry, public company and investment experience 28 Independent Director ▪ Nominating & Corporate Governance Committee Chair ▪ Compensation Committee Member ▪ Investment Committee Member Background ▪ Mural Real Estate, Founder and CEO ▪ Formerly Cedar Realty Trust (NYSE: CDR), EVP and COO ▪ Formerly Federal Realty Investment Trust (NYSE: FRT), COO, Mid-Atlantic Robin Zeigler Chairman of the Board ▪ Audit Committee Member Background ▪ EB Arrow, CEO: Commercial real estate developer & owner ▪ Formerly Cypress Equities Real Estate Investment Management, CIO ▪ Formerly with The Staubach Company Todd Minnis Independent Director ▪ Compensation Committee Member ▪ Nominating & Corporate Governance Committee Member Background ▪ Star Cypress Partners, President and CEO ▪ Formerly The Wentworth Group and Stafford Family Foundation, Vice President ▪ Veteran of the United States Air Force Heidi Everett Independent Director ▪ Audit Committee Chair ▪ Investment Committee Member Background ▪ Inwood Capital Management, Manager ▪ Lindsay Corporation (NYSE: LNN), Director, serves on Audit Committee, and Corporate Governance and Nominating Committee ▪ Formerly with Bass Brothers / Taylor & Company Michael Christodolou Source: Company data. Effective November 7, 2022, Lori Wittman was appointed Interim Chief Financial Officer and has resigned from the Audit and Nominating and Corporate Governance Committees of the Board.
Definitions 29 ABR means annualized base rent. ABR is calculated by multiplying (i) cash rental payments (a) for the month ended December 31, 2022 (or, if applicable, the next full month's cash rent contractually due in the case of rent abatements, rent deferrals, recently acquired properties and properties with contractual rent increases, other than properties under development) for leases in place as of December 31, 2022, plus (b) for properties under development, the first full month’s estimated permanent cash rent contractually due after the development period by (ii) 12. Defensive Category is considered by us to represent tenants that focus on necessity goods and essential services in the retail sector, including discount stores, grocers, drug stores and pharmacies, home improvement, automotive service and quick-service restaurants, which we refer to as defensive retail industries. The defensive sub-categories as we define them are as follows: (1) Necessity, which are retailers that are considered essential by consumers and include sectors such as drug stores, grocers and home improvement, (2) Discount, which are retailers that offer a low price point and consist of off-price and dollar stores, (3) Service, which consist of retailers that provide services rather than goods, including, tire and auto services and quick service restaurants, and (4) Other, which are retailers that are not considered defensive in terms of being considered necessity, discount or service, as defined by us. Investment Grade (rated) represents tenants, or tenants that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BBB- (S&P), Baa3 (Moody's) or NAIC2 (National Association of Insurance Commissioners) or higher. Investment Grade Profile (unrated) represents tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody's, or NAIC. Occupancy is expressed as a percentage, and it is the number of economically occupied properties divided by the total number of properties owned. Properties under development are excluded from the calculation. Sub-investment grade (rated) represents tenants or tenants that are subsidiaries of a parent entity (with such subsidiary making up at least 50% of the parent company total revenue), with a credit rating of BB+ (S&P), Ba1 (Moody’s) or NAIC3 (National Association of Insurance Commissioners) or lower.
30 Investor Relations ir@netstreit.com 972-597-4825