Good morning, ladies and gentlemen, and welcome to Essential Properties Realty Trust First Quarter 2020 Earnings Conference Call.All lines have been placed in a listen-only mode and the floor will be opened for questions following the presentation. [Operator Instructions] This conference call is being recorded and a replay of the call will be available two hours after the completion of the call for two weeks. The dial-in details for the replay can be found in today's press release. Additionally, there will be an audio webcast available on Essential Properties website at www.essentialproperties.com, an archive of which will be available for 90 days.It is now my pleasure to turn the call over to Dan Donlan, Senior Vice President and Head of Capital Markets at Essential Properties. Please go ahead.

Thank you, operator and good morning everyone. We appreciate you joining us today for Essential Properties first quarter 2020 conference call. With me today to discuss our first quarter results are Pete Mavoides, our President and CEO; Gregg Seibert, our COO; and Anthony Dobkin our Interim CFO.During this conference call, we will make certain statements that may be considered may be considered forward-looking statements under federal securities law. The company's actual future results may differ significantly from the matters discussed in these forward-looking statements. And we may not release revisions to those forward-looking statements to reflect changes after the statements were made. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the company's filings with the SEC and yesterday's earnings press release.With that, Pete, please go ahead.

Thank you, Dan. And thank you to everyone who has joined us today for your interest in Essential Properties. First off, we would like to extend our thoughts and prayers to all of those impacted by COVID-19 pandemic and thank all of the front-line workers that are working hard to keep our country safe and healthy.Starting with the current situation. We wanted to highlight what has changed since we first provided a business update on April 15th. As of today, approximately 71% of our portfolio as a percentage of ABR is opened or operating on a limited basis, which compares to 66% as of April 15. April rent collection came in at 61% in comparison to 53% at April 15.While it is still early to tell, we forecast May rent collection to be a few hundred basis points lower and June rent collections to be a few basis points higher than April. Consistent with past practices, we are committed to providing investors with current and important transparency regarding our portfolio performance. So you should expect to see timely business update as the situation continues to evolve.Moving onto rent deferrals. Approximately 33% of our April rent was deferred versus 29% as of April 15. With that in mind, we have noticed that many market participants are looking at a level of rent collections versus rent deferrals as an accurate indicator of tenant credit and portfolio health. We believe it is much more an indication of how management has approached the crisis.When tenants requested potential rent deferrals in response to their operations being shut down or severely limited as a result of government mandated stay at home orders, we took a very accommodative approach. As a result, we increased our rent receivable by approximately $16 million, which represents an average accommodation of…

Thank you, Pete and good morning everyone. I would like to start by thanking Hillary for years of excellent work with the company and making my transition into the interim CFO role as seamless as possible. As a member of the EPRT Board and Audit Committee, I had worked closely with Hillary in the past.And when I joined EPRT as Interim CFO, I was pleased to confirm that she had built an excellent accounting and finance organization. Lastly, before I move on to the financials, I would like to say that, as a Board member and a shareholder, I have been extremely impressed by the entire EPRT organization and how they have effectively managed through this unprecedented crisis.Now on to the first quarter. Starting with the balance sheet, we ended the quarter with low leverage and significant liquidity and continue to reduce secured debt and grow our unencumbered asset pool. At quarter-end, our total undepreciated asset base was $2.4 billion and we had $871 million of debt, implying 36.2% debt to gross assets.Gross unencumbered investments at $1.8 billion, representing 82% of total gross investments. Secured debt was 7.3% of gross assets, down from 11.6% at year-end. Net debt to annualized adjusted EBITDA, which is our preferred leverage metric, was 4.6 times as of March 31st. Our total liquidity, which consisted of $214 million of cash, $335 million of availability under our line of credit was $549 million as of quarter-end and we have no debt maturing prior to 2024.This approximate $550 million of liquidity is a key differentiator for us, given our size as it represents 26% of gross investments is 3.4 times our annualized base rent, as almost 4 times our annualized cash fixed cost. Leverage and liquidity have not been this important of a market factor since the…

Thanks Anthony. I want to start with the impact of COVID-19 on our portfolio, which we have summarized on page 15 of our supplemental. As of last week, 48% of our portfolio ABR was open, 23% was open on a limited operating basis and 29% was closed. In terms of rent collection, 61% of our April rent was paid, 33% was deferred and 6% was unresolved. With over 200 tenants in our portfolio, I would like to thank both our credit and asset management teams for their diligent efforts in coming to terms with the vast majority of our tenant base in such a short period of time.For greater context, we have agreed to defer April rent either in full or part for 88 tenants across 320 properties. These deferrals total $16.1 million in rent or 10% of our annual contractual cash rent. The average deferral period is 3.1 months with an average payback period of 12.7 months.Breaking down the unresolved portion of April rent, AMC Theaters and Art Van Furniture represents 73% of this cohort. And as Pete mentioned, we reached an agreement last week to re-let Art Van. The remaining 27% of unresolved rent is spread out across nine different restaurant operators and 26 properties with average rent per site of $106,000. Coupled with a bite sized nature of these properties, we see minimal rent leakage on a re-let should we not come to terms with the current tenants.Moving on to investments. During the first quarter, we invested $167 million in the 32 transactions and 63 properties at a weighted average cash cap rate of 7.1%. These investments were made within nine different industries with early childhood education, quick service restaurants, medical, dental and auto service, representing 75% of our investment activity in the quarter.The weighted average lease…

Thanks Gregg. This past month has certainly been a trying time for many, if not all of us. I believe it is during times like these that management teams, underwriting and investment strategies are tested. I would like to thank all of our team at Essential Properties for readily adapting to the challenges and constructively working with our tenants to manage through this difficult time. I'm confident that over-time, the strength of our investment strategy and durability of our portfolio would differentiate Essential Properties going forward.With that, operator, please open the call for questions.

Thank you. The floor is now open for questions. [Operator Instructions] And we'll take our first question from Nate Crossett with Berenberg. Please go ahead.

Hey, good morning guys. How are you doing?

Doing well, Nate. Thank you.

Hey, I appreciate the comments on Art Van. I wanted to touch on AMC, I mean, there's some news out there that Amazon may be interested -- not expecting you to comment on that, but just how should we think about your AMC here, you know, maybe you could characterize your current discussions with them, how do you decide the strength of the locations that you have?

Sure. As we said, you know, AMC, as we sit today, we have five properties, less than 3% of our ABR. They are in our unresolved bucket, so obviously that's an ongoing situation and negotiations, I'd be reluctant to comment on it. I would say in general, we're really comfortable with the theaters that we own and we were very selective in the theaters that we purchased over the last three, four years.And you know, as with an Art Van situation, we would expect that if there is a bankruptcy filing, our assets would be assets that the company would choose to restructure around and we would emerge relatively intact. So we have confidence on our underwriting, confidence in our asset selection and that pertains for the whole portfolio and specifically for AMC.

Okay. That's helpful. For the rent that's currently under deferral, is that just the straight deferral, are you guys getting any concessions in terms of extended lease term or interest?

Yeah. Listen, with 88 individual deferral terms -- deferral agreements, there is a wide variety, excuse me. In some instances, we're getting interest, in some instances we're getting extended terms or bumps. But I would say in general, we try to keep it plain vanilla. And to the extent that we defer the quarter and we're getting it back in a reasonable time-frame, there was no offsetting concessions. But there is a whole wide range of...

Okay, thanks. I'll get back in the queue. Thanks guys.

You bet, Nate. Thank you.

And next we'll move to Greg McGinniss with Scotiabank. Please go ahead.

Hey, good morning. Just to follow-up on that deferral question. Are taxes and insurance part of the deferred costs or how are you guys treating that with the tenants?

Yeah. The treatment of taxes and insurance does not change. It's part of lease, it's the tenant obligation and certainly part of the deferral discussion was ensuring that our tenants remained current on all their lease obligations with the exception of base rent.

Okay. And then, Pete, you mentioned potentially remaining active in the acquisitions market contingent on disposition funding. Just curious what your ability is to sell assets right now or offload vacant assets in this market. And to add to that, how is holding potentially more vacant assets going to be impacting property cost leakage expectations this year?

Yeah. Listen, we talk a lot about our fungibility and our granularity. And if you think about asset liquidity, it's directly correlated to the size of the asset and the purchase price inversely correlated. So with $2.2 million invested in each asset, we have good confidence that there's good liquidity for us to sell at properties. And if you look at our historical disposition activity in moving out risky assets, we've been very active in that regard. And so, in my commentary, I spoke about the important part of our investment strategy proving out.And I think the liquidity in properties is going to be part of that. And hand-in-hand to that is managing carry costs of those vacant properties. Since inception, we've largely operated at a 100% occupancy. This quarter we dipped down to 99.5%, but there's good liquidity. If you think and not to go on too long, if you think about our unresolved bucket and the color that Gregg gave you there, 26 properties at $106,000 a site, which is imminently manageable and granular.

All right. Thank you.

And next we'll move to Christy McElroy with Citigroup. Please go ahead.

Hi, good morning and thank you. In regard to the deferrals, the point about post petition obligation is well taken. Of the $16 million of rent you've deferred thus far, we know that, it looks like $5 million of that was April rent, how much of the remaining $11 million is associated with May and June? And then do you expect to still accrue all of these rents for GAAP and FFO?

Yeah, I'll let Anthony tackle the accrual question, but we gave you the average deferral of 3.1 months. And so that will give you the sense that the vast majority of that remaining $11 million is in April -- in May and June. In some instances, we've extended out beyond that, and that really was driven by a view of that specific industry, and that specific tenant and their ability to kind of ramp operations back up, right.So really we tried to grant deferrals into specific needs around the operating considerations of that business. In terms of the revenue recognition, Anthony?

Yeah, sure. As long as we believe that it is probable that we're going to receive those rents and we are going to book them as revenues. So, yes.

Okay. And then just with the 2Q collection rate as low as it's likely to be and you gave April and said that May would be lower and June higher. How are you and the Board thinking about the dividend payout for this quarter? I mean, we've seen many of the other REITs and thinking about the strip center REITs with collections that are at this level suspend the payout temporarily. How are you thinking about the dividend?

Well, we're not declaring any dividend on this call. First of all, our Board usually does that towards the end of the quarter and we're going to do that again in this quarter. So we have a good amount of time to -- this is a rapidly evolving landscape and we'll know a lot more by then. So with that said, we do have a lot of liquidity and our dividend is important to our shareholders.As I mentioned in our prepared remarks, I want to clarify something. Our liquidity is over four times greater than our annualized cash fixed costs including dividend payments and principal amortization. So we are sitting in a really good liquidity position and do have ample liquidity to be patient.

Okay, got it. So yeah, I wasn't expecting you to declare. Just that wanted to get a sense for some of the factors around that, but it sounds like you're comfortable with the liquidity position regardless of the collection.

We are.

Thank you.

And next we'll move to Sheila McGrath with Evercore. Please go ahead.

Yes, good morning. Pete, could you remind us what percent of tenants are master lease than unit level economics and how that is an advantage for you when you're having these rental deferral discussions? Just want to understand that.

Sure, Sheila. Thanks. So 60% of our portfolio is subject to master leases and you know that, having the master lease really ramps the location performance with others and makes that a singular negotiation. In the current situation, when most of our tenants are operating regional and most of them are 100% shut down. It doesn't help out a lot. But clearly, when operations are normalized and performance rebounds, having that kind of collective protection of a master lease is very important to us.

Okay, great. And one other question. If you could just give us some insights on what percent of your tenants might have been eligible for the various government assistance programs and how that's playing into your tenant's health?

Yeah. So, as we disclosed in our April 15th presentation, we estimated about 53% of our tenants were eligible for the PPP program. Now obviously that's not the only government program, there is other government programs out there, but we've seen very positive impacts of that program. Specific tenants where we had deferrals in place came back and ripped the deferral up. Tenants who had deferral requests were through those requests and we saw it really a lot with the first round and we continue to see benefits of that. So we're happy to report that government program has been very constructive both to our tenant base and to the overall economy in general.

Okay. And last quick one actually. Anthony, you seem to be doing a great job. But I just wondered if you could give us an update on the CFO search, that must be difficult considering everybody is locked at home?

Yeah. Listen, obviously Anthony is our Interim CFO and that's broadly acknowledged and we are conducting a search. We retained a search firm that has reached out and surfaced a great roster of potential candidates and we're kind of running through that process now. And so, a lot of -- in any search, a lot of the legwork is done upfront and on the phone. And so, we're in a good spot and with Anthony kind of mining the shop to kind of take time and get to the right spot.

Okay, thank you.

And next we'll move to Sam Choe with Credit Suisse. Please go ahead.

Hi guys. Most of my questions have been answered, but just going back to your comment about the May rent and June rent collections. Just wanted to run through like how that expectation is kind of working out. Is it like a function of what you're seeing in terms of the state re-openings and the conversations you have with your tenants? Just wanted more color there.

Yeah. So I mean, listen, with over 30% deferrals that span the entire quarter, a lot of the guys that are facing the greatest stress are kind of put to bed. We have a very manageable tenant roster with 200 plus tenants and we did look at each one and have had ongoing dialog with every tenant. And so, have an expectation about how they're operating, what their capitalization is and their ability to pay their obligations in both May and June.As we sit here on the 10th of the month, we're sitting at over 57% of May rents paid, which is a long way towards our expectation. And so, we feel good about that. If you recall in April on the 15th, we were sitting about 53%. So we think we have good visibility and a good handle on who is going to pay us and who has been deferred and kind of where our collection shake out for the quarter.

Okay, helpful color. Thank you.

And next we'll move to Brian Hawthorne with RBC Capital. Please go ahead.

Hi, good morning. Is EPRT more likely to focus on re-leasing vacant assets or selling them?

Brian, we're equally focused on both, trying to find the best outcome for a specific property regardless. We just want to maximize the economic return of that asset. And if it involves finding a new tenant, we'll take that path and if it involves selling it, we'll take that path. In general, one of the benefits of operating in 16 distinct industries is, we have a good roster of operators in all our industries.And so, to the extent that an operator is unable to perform in a specific site, there it gives us a dozen other guys that we can call as a first kind of course of action to get them into those sites. And so, if the site works in that current use, we're able to find and re-tenant it relatively quickly. If it needs to be re-purposed, that tends to be a longer, more protracted process and more likely to result in a sale.

Okay. So then we shouldn't expect to see you giving more kind of improvement on your vacant asset leases?

I mean, listen, if we have vacant properties and it takes TI dollars to get a tenant in there, then that's what we're going to do. I would say we don't have a ton of vacancy and we have ample capital on our balance sheet to invest in our assets, should we choose to do so and determine that there is a justifiable economic return for that.

Got it. Thank you for taking my questions.

You bet, Brian. Thank you.

And our next question comes from Ki Bin Kim with SunTrust. Please go ahead.

Thanks and good morning. So my question is regarding deferrals. And obviously a lot of companies are making deferrals for a tenant. But I'm curious, if a tenant doesn't pay you back in that one year time-frame on average, is there a significant penalty that the tenant would be assigned?Because my kind of the larger question and concern is that, all these companies including you are making deferrals for a year, but that's also like a may be that you will get paid back, right? So I'm just curious, if there is a financial penalty that actually would make a kind of payback in that time period?

Yeah. And listen, I think you're thinking about it wrong, right? It's not about the deferred amount, that's $16 million, right? That's not a material amount to this balance sheet. And so, it's really when the tenant opens and is able to pay rent on an ongoing basis from a stabilized operations, whether that's base rent or base rent plus deferral, it's more that base rent is really what you're focused on. And I'd go back to nearly 3 times unit level coverage post pre-crisis and you can make assumptions about how people respond and see that you know, we'll still be in a healthy spot from a coverage perspective.Specifically in terms of deferral, that obligation and the proration of that obligation as additional rent is crossed to the lease. And so, we own this real estate, we believe we have good real estate assets that are valuable to the tenant. And if they don't pay us rent, you know, we take the property back and put in another tenant, if that's the best course of action. And that rent now includes a deferred amount that was coming back to us. But it's really the stabilized cash flow that people should be focused on, which is the ability of these tenants to pay rent on a recurring basis.

I don't want to belabor a point, but is there a penalty, if they don't pay it back within a year because, I could imagine that is being pushed back further?

Yeah, it's a lease default and property eviction, that's the penalty. We take the properties back and the tenants will no longer operate in that property.

Okay. Well, so 71% of your tenants are open on a limited basis. Just over the past few weeks, as we've seen some locations open-up, have you guys tracked or do you have a sense of the type of improvement in traffic or business overall your tenants are seeing over the past few weeks?

Listen, we've been focused these last 30 days on getting these 88 plus deferrals in place. We have anecdotal information that spans our entire tenant base. And some guys are doing great, some guys are doing less than that. We hear our restaurant operators in Kansas City where they're open are experiencing no foot traffic. Conversely, we hear restaurants open in Dallas are experiencing massive foot traffic. So the information really though, Ki Bin, it's too anecdotal to draw any real conclusions from, but it's slowly evolving.One of the reasons you see our deferrals span the entire quarter is that we wanted to give our tenants time to come out and get open, recognizing that June rent is really earned in May. And so, it's early, our States are opening up, our industries are opening up. You can look through our industries and get a sense of what's opening sooner rather than later, but it's really, it's too anecdotal to draw material conclusions from.

Okay. And just a quick one here. Retail segments, in your supplemental you show a negative 45% change in contractual rents, is that Art Van, just curious, what else is in that bucket?

Yeah. That's all Art Van.

And next we'll go to Collin Mings with Raymond James. Please go ahead.

Thank you. Good morning. I just wanted to go back to your comments earlier, and one of the questions earlier about, still planning to invest this year, again largely through capital recycling. Pete, just given the high probability of that social distancing policies are likely to last well beyond kind of widespread business closures.Maybe just expand on how you're thinking about sectors of focus moving forward? And then to your point about investment strategies being tested in times like this, anything you want to adjust moving forward. And then have you closed on anything specifically here in 2Q, so far?

Three questions, Collin. In terms of 2Q, you'll see as when we file our Q later in the day, our subsequent event activity, we deployed roughly $17 million into investments, sold about $5 million I believe. And that was largely stuff that, construction investments that we've had pre-wired. So you can see -- get a good sense of what's going on there.In terms of our investment strategy, we firmly believe our investment strategy is where we want to be from a risk returns perspective. And we don't see any material changes in the sectors or industries that we're investing in, things like casual dining, furniture, health and fitness, these are all sectors that we have been lightening up on since coming public.And I think those are the sectors likely to be impacted going forward. And you should expect us to continue to lighten up there. I would throw movie theaters in that, but our focus on owning service and experience based real estate that is granular and bite sized in nature, we still think is the best place to be -- provides the best risk adjusted returns coupled with the best asset level liquidity. So this, you shouldn't expect material changes in our investment strategy as a result of this kind of one-time event.

Got it. And then just one point, I am not sure if this was directly addressed or not. But just as it relates to the tenants not paying or tenants that you've agreed to deferrals with, is there any notable trends that you review it by unit level coverage or credit quality or is it just solely focused around sector exposure to the pandemic?

It's more how is that business specifically impacted by the pandemic than anything else. There is not a correlation to corporate credit, there is not a correlation to tenant size. Some of our biggest tenants have had the most aggressive deferral requests. And so, it's just really the underlying operating fundamentals of that sector.

And maybe to that point, are you having any conversations that you feel like that maybe just opportunistic deferrals and maybe just any thoughts there?

Yeah. Not really, Colin. I mean, if you think about our unresolved bucket of 6% and then you're able to identify 73% of that in Art Van and AMC. The rest is pretty granular. I think some of that could be opportunistic and really be the reason we haven't come to agreement, but it's a small amount. I would say more times or not we can go to a reasonable spot and we're accommodative and we didn't have a ton of people being opportunistic. I would also add, from our perspective as a landlord, we try not to be opportunistic and extract undue economic terms on our side.

Thanks, Pete.

You got it, Collin. Thank you.

And next we'll move to John Massocca with Ladenburg Thalmann. Please go ahead.

Good morning.

Good morning, John.

So I know you can't comment too much on Art Van, but I guess, is there any potential that you could collect some kind of post-petition rents on those properties kind of before the new leases come into effect in 3Q or is that all kind of been essentially waived as part of your new lease agreements?

I think that's accurate that we have no expectation to get any capital out of the Art Van estate.

Okay. And then building kind of on some earlier commentary on AMC. Another net lease REIT decided to move its tenant to a cash accounting basis, is that something you guys considered. And I guess maybe what would you need to see -- what would be kind of factors that would determine whether you guys would need to do that as well, if you haven't already?

Yeah. I mean, to-date, we have not accounted on a cash basis. But clearly, that is still in our unresolved bucket. And I think our determination on that will largely end up depend on where we end up on that negotiation. Clearly they're facing some challenges and their ability to pay rent has been compromised severely and that will weigh-in as we look at that.

Okay. And then with regards to unresolved bucket, how do you expect that to trend in May, should that remain basically kind of flat with regards to kind of what you guys reported for April?

Yeah. I don't see that bucket growing, largely because most of the challenging issues have been deferred, if anything I would expect that to kind of work its way down. Clearly with Art Van in there, that's going to go down a chunk from that. And I would expect over-time, the other operators will come to the table and we'll get to a reasonable spot.In general, to the earlier questions, as people -- and even if you think about it in the context of our May collections versus April, it feels like the tenants are feeling more optimistic about their businesses, right. On April 15th, we're at 53%, here on May 11th we're at 57% and people just have a better sense of the end and their ability to manage through it. And so, as people get a better sense on the breadth and the width of this situation, they're getting more comfortable and paying their rents and honoring their obligations.

Makes sense. That's it from me. Thank you very much.

Thanks, John.

[Operator Instructions] We'll move next to Ki Bin Kim with SunTrust.

Thanks. Just a couple of quick ones here. Are you considering making any loans to tenant?

We have not to-date. And if it makes sense and its economic, we would look at it. Clearly we've made more -- with the exception of some mortgage loans. And so, I don't want to say no. But it have to be economic and make sense for us.

Okay. And I think you acquired a early childhood education center in the first quarter. Noticed that cadence went up here at top 10 tenants. I'm assuming that the acquisitions, just curious if they were current on their rent?

We tend not -- we try not to speak specifically on individual tenants, but I believe we're having a deferral agreement in place with cadence.

Okay, thank you.

[Operator Instructions] And I'm showing no questions from the phone lines at this time, so I'll turn the call back over to management for closing remarks.

Great, thank you. And thank you everyone for your time today. I would reiterate, this is certainly a unprecedented challenged times. It's important not to take short-term measure of companies and their assets and really the, I think the proof is really as this thing unfolds and the portfolios rebound and people continue to prove their ability to operate and execute. And I'm confident this team will be able to do that. And again, thank you for your interest in this company. Thank you, operator.

And that does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time and have a great day.