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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________________________________
FORM 10-Q
_____________________________________________________________________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to          
Commission File Number 001-38530
______________________________________________________________________________________________________
Essential Properties Realty Trust, Inc.

(Exact name of Registrant as specified in its Charter)
______________________________________________________________________________________________________
Maryland
82-4005693
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
902 Carnegie Center Blvd., Suite 520

Princeton, New Jersey
08540
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (609) 436-0619
______________________________________________________________________________________________________
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, $0.01 par value
EPRT
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Emerging growth company
o
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. o 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No x 
As of April 24, 2024, the registrant had 175,306,386 shares of common stock, $0.01 par value per share, outstanding.


Table of Contents
Page
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ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
(In thousands, except share and per share data)
March 31, 2024December 31, 2023
(Unaudited)
ASSETS
Investments:
Real estate investments, at cost:
Land and improvements$1,635,673 $1,542,302 
Building and improvements3,045,579 2,938,012 
Lease incentives17,892 17,890 
Construction in progress121,633 96,524 
Intangible lease assets88,320 89,209 
Total real estate investments, at cost4,909,097 4,683,937 
Less: accumulated depreciation and amortization(393,784)(367,133)
Total real estate investments, net4,515,313 4,316,804 
Loans and direct financing lease receivables, net235,905 223,854 
Real estate investments held for sale, net1,235 7,455 
Net investments4,752,453 4,548,113 
Cash and cash equivalents79,161 39,807 
Restricted cash3 9,156 
Straight-line rent receivable, net117,130 107,545 
Derivative assets37,207 30,980 
Rent receivables, prepaid expenses and other assets, net27,491 32,660 
Total assets (1)$5,013,445 $4,768,261 
LIABILITIES AND EQUITY
Unsecured term loans, net of deferred financing costs$1,273,365 $1,272,772 
Senior unsecured notes, net395,985 395,846 
Revolving credit facility  
Intangible lease liabilities, net10,936 11,206 
Intangible lease liabilities held for sale, net76  
Dividend payable50,236 47,182 
Derivative liabilities9,490 23,005 
Accrued liabilities and other payables25,798 31,248 
Total liabilities (1)1,765,886 1,781,259 
Commitments and contingencies (see Note 11)  
Stockholders' equity:
Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023
  
Common stock, $0.01 par value; 500,000,000 authorized; 175,306,386 and 164,635,150 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
1,753 1,646 
Additional paid-in capital3,325,668 3,078,459 
Distributions in excess of cumulative earnings(111,926)(105,545)
Accumulated other comprehensive income23,594 4,019 
Total stockholders' equity3,239,089 2,978,579 
Non-controlling interests8,470 8,423 
Total equity3,247,559 2,987,002 
Total liabilities and equity$5,013,445 $4,768,261 
__________________________________________________
(1)The Company’s consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”). See Note 2Summary of Significant Accounting Policies. As of March 31, 2024 and December 31, 2023, all of the assets and liabilities of the Company were held by its operating partnership, Essential Properties, L.P., a consolidated VIE, with the exception of $50.1 million and $47.0 million, respectively, of dividends payable.
The accompanying notes are an integral part of these consolidated financial statements.
2

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations
(Unaudited, in thousands, except share and per share data)

Three months ended March 31,
20242023
Revenues:
Rental revenue$98,510 $78,172 
Interest on loans and direct financing lease receivables4,740 4,446 
Other revenue, net251 1,069 
Total revenues103,501 83,687 
Expenses:
General and administrative9,358 8,583 
Property expenses993 843 
Depreciation and amortization28,525 23,824 
Provision for impairment of real estate3,752 677 
Change in provision for credit losses2 (30)
Total expenses42,630 33,897 
Other operating income:
Gain on dispositions of real estate, net1,512 4,914 
Income from operations62,383 54,704 
Other (expense)/income:
Interest expense(15,597)(12,133)
Interest income493 638 
Income before income tax expense47,279 43,209 
Income tax expense 156 153 
Net income47,123 43,056 
Net income attributable to non-controlling interests(148)(160)
Net income attributable to stockholders$46,975 $42,896 
Basic weighted average shares outstanding167,290,702 144,406,044 
Basic net income per share$0.28 $0.30 
Diluted weighted average shares outstanding168,854,601 146,000,007 
Diluted net income per share$0.28 $0.29 
The accompanying notes are an integral part of these consolidated financial statements.
3

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Comprehensive Income
(Unaudited, in thousands)

Three months ended March 31,
20242023
Net income$47,123 $43,056 
Other comprehensive income (loss):
Unrealized gain (loss) on cash flow hedges27,831 (9,485)
Cash flow hedge gain reclassified to interest expense(8,200)(5,343)
Total other comprehensive income (loss)19,631 (14,828)
Comprehensive income66,754 28,228 
Net income attributable to non-controlling interests(148)(160)
Adjustment for cash flow hedge losses attributable to non-controlling interests56 91 
Comprehensive income attributable to stockholders and members$66,662 $28,159 
The accompanying notes are an integral part of these consolidated financial statements.
4

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Stockholders’ Equity
(Unaudited, in thousands, except share data)
Common StockAdditional Paid In CapitalDistributions in Excess of Cumulative EarningsAccumulated Other Comprehensive IncomeTotal Stockholders' EquityNon-controlling InterestsTotal Equity
Number of SharesPar Value
Balance at December 31, 2023164,635,150 $1,646 $3,078,459 $(105,545)$4,019 $2,978,579 $8,423 $2,987,002 
Common stock issuance10,508,096 105 244,630 — — 244,735 — 244,735 
Common stock withheld related to net share settlement of equity awards— — — (3,277)— (3,277)— (3,277)
Costs related to issuance of common stock— — (366)— — (366)— (366)
Other comprehensive income— — — — 19,575 19,575 56 19,631 
Equity based compensation expense163,140 2 2,945 — — 2,947 — 2,947 
Dividends declared on common stock and OP Units— — — (50,079)— (50,079)(157)(50,236)
Net income— — — 46,975 — 46,975 148 47,123 
Balance at March 31, 2024175,306,386 $1,753 $3,325,668 $(111,926)$23,594 $3,239,089 $8,470 $3,247,559 
The accompanying notes are an integral part of these consolidated financial statements.
5

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Stockholders’ Equity (continued)
(Unaudited, in thousands, except share data)
Common StockAdditional Paid-In CapitalDistributions in Excess of Cumulative EarningsAccumulated Other Comprehensive IncomeTotal Stockholders' EquityNon-controlling InterestsTotal Equity
Number of SharesPar Value
Balance at December 31, 2022142,379,655 $1,424 $2,563,305 $(117,187)$40,719 $2,488,261 $8,510 $2,496,771 
Common stock issuance6,248,695 62 147,217 — — 147,279 — 147,279 
Common stock withheld related to net share settlement of equity awards— — — (2,745)— (2,745)— (2,745)
Costs related to issuance of common stock— — (444)— — (444)— (444)
Other comprehensive loss— — — — (14,737)(14,737)(91)(14,828)
Equity based compensation expense209,767 2 2,719 — — 2,721 — 2,721 
Dividends declared on common stock and OP Units— — — (41,030)— (41,030)(153)(41,183)
Net income— — — 42,896 — 42,896 160 43,056 
Balance at March 31, 2023148,838,117 $1,488 $2,712,797 $(118,066)$25,982 $2,622,201 $8,426 $2,630,627 
The accompanying notes are an integral part of these consolidated financial statements
6

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Three months ended March 31,
20242023
Cash flows from operating activities:
Net income$47,123 $43,056 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization28,525 23,824 
Amortization of lease incentives306 366 
Amortization of above/below market leases and right of use assets, net(87)(85)
Amortization of deferred financing costs and other non-cash interest expense1,159 1,534 
Provision for impairment of real estate3,752 677 
Change in provision for credit losses2 (30)
Gain on dispositions of real estate, net(1,512)(4,914)
Straight-line rent receivable, net(9,980)(6,838)
Equity based compensation expense2,945 2,721 
Adjustment to rental revenue for tenant credit1 (160)
Changes in other assets and liabilities:
Rent receivables, prepaid expenses and other assets, net411 (2,111)
Accrued liabilities and other payables(5,893)(4,354)
Net cash provided by operating activities66,752 53,686 
Cash flows from investing activities:
Proceeds from sales of investments, net16,469 36,636 
Principal collections on loans and direct financing lease receivables2,841 11,734 
Investments in loans receivable(14,894)(3,400)
Deposits for prospective real estate investments(675)(649)
Investment in real estate, including capital expenditures(196,495)(188,998)
Investment in construction in progress(37,944)(14,520)
Lease incentives paid(25) 
Net cash used in investing activities(230,723)(159,197)
Cash flows from financing activities:
Payments for taxes related to net settlement of equity awards(3,277)(2,746)
Proceeds from issuance of common stock, net244,735 147,241 
Offering costs(104)(128)
Dividends paid (47,182)(39,398)
Net cash provided by financing activities194,172 104,969 
Net increase (decrease) in cash and cash equivalents and restricted cash30,201 (542)
Cash and cash equivalents and restricted cash, beginning of period48,963 71,500 
Cash and cash equivalents and restricted cash, end of period$79,164 $70,958 
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents$79,161 $70,958 
Restricted cash3  
Cash and cash equivalents and restricted cash, end of period$79,164 $70,958 
The accompanying notes are an integral part of these consolidated financial statements.
7

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Cash Flows (continued)
(Unaudited, in thousands)
Three months ended March 31,
20242023
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized$17,411 $11,833 
Cash paid for income taxes179 504 
Non-cash investing and financing activities:
Reclassification from construction in progress upon project completion$12,640 $6,712 
Unrealized gain (loss) on cash flow hedges27,831 (9,485)
Payable and accrued offering costs262 277 
Discounts and fees on capital raised through issuance of common stock 38 
Dividends declared 50,236 41,183 
The accompanying notes are an integral part of these consolidated financial statements.
8

ESSENTIAL PROPERTIES REALTY TRUST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Notes to Consolidated Financial Statements
March 31, 2024
1. Organization
Description of Business
Essential Properties Realty Trust, Inc. (the “Company”) is an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. The Company generally invests in and leases freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits.
The Company was organized on January 12, 2018 as a Maryland corporation. It elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ended December 31, 2018, and it believes that its current organizational and operational status and intended distributions will allow it to continue to so qualify. Substantially all of the Company’s business is conducted directly and indirectly through its operating partnership, Essential Properties, L.P. (the “Operating Partnership”).
The common stock of the Company is listed on the New York Stock Exchange under the ticker symbol “EPRT”.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying unaudited consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results for the full year. These unaudited financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. As of March 31, 2024 and December 31, 2023, the Company, directly and indirectly, held a 99.7% ownership interest in the Operating Partnership and the consolidated financial statements include the financial statements of the Operating Partnership as of these dates. See Note 8—Non-controlling Interests for changes in the ownership interest in the Operating Partnership.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reportable Segments
ASC Topic 280, Segment Reporting, establishes standards for the manner in which enterprises report information about operating segments. Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis or real estate that secures the Company's investment in loans and direct financing lease receivables. Therefore, the Company aggregates these investments for reporting purposes and operates in one reportable segment.
9

Real Estate Investments
Investments in real estate are carried at cost less accumulated depreciation and impairment losses. The cost of investments in real estate reflects their purchase price or development cost. The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update (“ASU”) 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
The Company incurs various costs in the leasing and development of its properties. Amounts paid to tenants that incentivize them to extend or otherwise amend an existing lease or to sign a new lease agreement are capitalized to lease incentives on the Company’s consolidated balance sheets. Tenant improvements are capitalized to building and improvements within the Company’s consolidated balance sheets. Costs incurred which are directly related to properties under development, which include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs and real estate taxes and insurance, are capitalized during the period of development as construction in progress. Determination of when a development project commences, and capitalization begins, and when a development project has reached substantial completion, and is available for occupancy and capitalization must cease, involves a degree of judgment. The Company does not engage in speculative real estate development. The Company does, however, opportunistically agree to reimburse certain of its tenants for development costs at its properties in exchange for contractually specified rent that generally increases proportionally with its funding.
The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible assets and liabilities and identifiable intangible assets or liabilities, if any, based on their relative fair values. Tangible assets may include land, site improvements and buildings. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.
The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant’s lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Factors the Company considers in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from six to 12 months. The fair value of above- or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company’s estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases.
In making estimates of fair values for purposes of allocating purchase price, the Company uses a number of sources, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate (e.g., location, size, demographics, value and comparative rental rates), tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting
10

standard governing asset retirement obligations and, when necessary, will record an asset retirement obligation as part of the purchase price allocation.
Real estate investments that are intended to be sold are designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount and fair value less estimated selling costs. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on the Company’s operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations for all applicable periods.
Depreciation and Amortization
Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and 15 years for site improvements. The Company recorded the following amounts of depreciation expense on its real estate investments during the periods presented:
Three months ended March 31,
(in thousands)20242023
Depreciation on real estate investments$26,866 $22,129 
Lease incentives are amortized on a straight-line basis as a reduction of rental revenue over the remaining non-cancellable terms of the respective leases. If a tenant terminates its lease, the unamortized portion of the lease incentive is charged to rental revenue. Construction in progress is not depreciated until the development has reached substantial completion. Tenant improvements are depreciated over the non-cancellable term of the related lease or their estimated useful life, whichever is shorter.
Capitalized above-market lease intangibles are amortized on a straight-line basis as a reduction of rental revenue over the remaining non-cancellable terms of the respective leases. Capitalized below-market lease intangibles are accreted on a straight-line basis as an increase to rental revenue over the remaining non-cancellable terms of the respective leases including any below-market fixed rate renewal option periods.
Capitalized above-market ground lease values are accreted as a reduction of property expenses over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property expenses over the remaining terms of the respective leases and any expected below-market renewal option periods where renewal is considered probable.
The value of in-place leases, exclusive of the value of above-market and below-market lease intangibles, is amortized to depreciation and amortization expense on a straight-line basis over the remaining periods of the respective leases.
If a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values, is charged to depreciation and amortization expense, while above- and below-market lease adjustments are recorded within rental revenue in the consolidated statements of operations.
Loans Receivable
The Company holds its loans receivable for long-term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any, less the Company's estimated allowance for credit losses. The Company recognizes interest income on loans receivable using the effective-interest method applied on a loan-by-loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective-interest method.
Direct Financing Lease Receivables
Certain of the Company’s real estate investment transactions are accounted for as direct financing leases. The Company records the direct financing lease receivables at their net investment, determined as the aggregate minimum lease payments and the estimated non-guaranteed residual value of the leased property less unearned income. The unearned income is recognized over the term of the related lease so as to produce a constant rate of
11

return on the net investment in the asset. The Company’s investment in direct financing lease receivables is reduced over the applicable lease term to its non-guaranteed residual value by the portion of rent allocated to the direct financing lease receivables.
Allowance for Credit Losses
Under ASC Topic 326, Financial Instruments – Credit Losses, the Company uses a real estate loss estimate model (“RELEM”) which estimates losses on its loans and direct financing lease receivable portfolio, for purposes of calculating allowances for credit losses. The RELEM allows the Company to refine (on an ongoing basis) the expected loss estimate by incorporating asset-specific assumptions as necessary, such as anticipated funding, interest payments, estimated extensions and estimated loan repayment/refinancing at maturity to estimate cash flows over the life of the loan or direct financing lease receivable. The model also incorporates assumptions related to underlying collateral values, various loss scenarios, and predicted losses to estimate expected losses. The Company's specific asset-level inputs include loan-to-stabilized-value (“LTV”), principal balance, property type, location, coupon, origination year, term, subordination, expected repayment date and future funding. The Company categorizes the results by LTV range, which it considers the most significant indicator of credit quality for its loans and direct financing lease receivables. A lower LTV ratio typically indicates a lower credit loss risk.
The Company also evaluates each loan and direct financing lease receivable measured at amortized cost for credit deterioration at least quarterly. Credit deterioration occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan or direct financing lease receivable.
The Company's allowance for credit losses is adjusted to reflect its estimation of the current and future economic conditions that impact the performance of the real estate assets securing its loans. These estimations include various macroeconomic factors impacting the likelihood and magnitude of potential credit losses for the Company's loans and direct financing lease receivables during their anticipated term. Changes in the Company's allowance for credit losses are presented within change in provision for credit losses in its consolidated statements of operations.
Impairment of Long-Lived Assets
If circumstances indicate that the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends, and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment losses, if any, are recorded directly within our consolidated statements of operations.
The Company recorded the following provisions for impairment of long lived assets during the periods presented:
Three months ended March 31,
(in thousands)20242023
Provision for impairment of real estate$3,752 $677 
Cash and Cash Equivalents
Cash and cash equivalents includes cash in the Company’s bank accounts. The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit.
As of March 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $79.2 million and $39.8 million, respectively, of which $78.9 million and $39.6 million, respectively, were not insured by the FDIC. Although the Company bears risk with respect to amounts not insured by the FDIC, it has not experienced
12

and does not anticipate any losses as a result due to the high quality of the financial institutions where balances are held.
Restricted Cash
Restricted cash primarily consists of cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code").
Forward Equity Sales
The Company has and may continue to enter into forward sale agreements relating to shares of its common stock, either through its 2022 ATM Program (as defined herein) or through underwritten public offerings. These agreements may be physically settled in stock, settled in cash or net share settled at the Company’s election.
The Company evaluated its forward sale agreements and concluded they meet the conditions to be classified within stockholders’ equity. Prior to settlement, a forward sale agreement will be reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of the Company’s common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Company’s common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of the Company’s common stock that could be purchased by the Company in the market (based on the average market price during the reporting period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Company’s common stock is above the adjusted forward sale price. However, upon settlement of a forward sales agreement, if the Company elects to physically settle or net share settle such forward sale agreement, delivery of the Company’s shares will result in dilution to the Company’s earnings per share.
Deferred Financing Costs
Financing costs related to establishing the Company’s Revolving Credit Facility (as defined below) were deferred and are being amortized as an increase to interest expense in the consolidated statements of operations over the term of the facility and are reported as a component of rent receivables, prepaid expenses and other assets, net on the consolidated balance sheets.
Financing costs related to the incurrence of borrowings under the Company’s unsecured term loans and the issuance of senior unsecured notes were deferred and are being amortized as an increase to interest expense in the consolidated statements of operations over the term of the related debt instrument and are reported as a reduction of the related debt balance on the consolidated balance sheets.
Derivative Instruments
In the normal course of business, the Company uses derivative financial instruments, which may include interest rate swaps, caps, options, floors and other interest rate derivative contracts, to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows on a portion of the Company’s floating-rate debt. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may also enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
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The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any change in the fair value of such derivative instruments would be recognized immediately as a gain or loss on derivative instruments in the consolidated statements of operations.
Fair Value Measurement
The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1—Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3—Unobservable inputs that reflect the Company’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
Revenue Recognition
The Company’s rental revenue is primarily rent received from tenants. Rent from tenants is recorded in accordance with the terms of each lease on a straight-line basis over the non-cancellable initial term of the lease from the later of the date of the commencement of the lease and the date of acquisition of the property subject to the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Because substantially all of the leases provide for rental increases at specified intervals, the Company records a straight-line rent receivable and recognizes revenue on a straight-line basis through the expiration of the non-cancelable term of the lease. The Company considers whether the collectability of rents is reasonably assured in determining the amount of straight-line rent to record.
Generally, the Company’s leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions provided under the initial lease term, including rent increases. If economic incentives make it reasonably certain that an option period to extend the lease will be exercised, the Company will include these options in determining the non-cancelable term of the lease.
The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within accrued liabilities and other payables on the Company’s consolidated balance sheets.
Certain properties in the Company’s investment portfolio are subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales. For these leases, the Company recognizes contingent rental revenue when the threshold upon which the contingent lease payment is based is actually reached.
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The Company recorded the following amounts as contingent rent, which are included as a component of rental revenue in the Company's consolidated statements of operations, during the periods presented:
Three months ended March 31,
(in thousands)20242023
Contingent rent$238 $176 
Adjustment to Rental Revenue for Tenant Credit
The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.
If the assessment of the collectability of substantially all payments due under a lease changes from probable to not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current period reduction of rental revenue in the consolidated statements of operations.
The Company recorded the following adjustments as increases or decreases to rental revenue for tenant credit during the periods presented:
Three months ended March 31,
(in thousands)20242023
Adjustment to (decrease) increase rental revenue for tenant credit$(1)$160 
Offering Costs
In connection with the completion of equity offerings, the Company incurs legal, accounting and other offering-related costs. Such costs are deducted from the gross proceeds of each equity offering when the offering is completed. As of March 31, 2024 and December 31, 2023, the Company capitalized a total of $91.6 million and $91.3 million, respectively, of such costs, which are presented as a reduction of additional paid-in capital in the Company’s consolidated balance sheets.
Income Taxes
The Company elected and qualified to be taxed as a REIT under sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 2018. REITs are subject to a number of organizational and operational requirements, including a requirement that 90% of ordinary “REIT taxable income” (as determined without regard to the dividends paid deduction or net capital gains) be distributed. As a REIT, the Company will generally not be subject to U.S. federal income tax to the extent that it meets the organizational and operational requirements and its distributions equal or exceed REIT taxable income. For the period subsequent to the effective date of its REIT election, the Company continues to meet the organizational and operational requirements and expects distributions to exceed REIT taxable income. Accordingly, no provision has been made for U.S. federal income taxes. Even though the Company has elected and qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income and excise tax on its undistributed income. Franchise taxes and federal excise taxes on the Company’s undistributed income, if any, are included in general and administrative expenses on the accompanying consolidated statements of operations. Additionally, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary is subject to federal, state, and local taxes.
The Company analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in such jurisdictions. The Company follows a two-step process to evaluate uncertain tax positions. Step one, recognition, occurs when an entity concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more-likely-than-not to be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.
15

As of March 31, 2024 and December 31, 2023, the Company had no accruals recorded for uncertain tax positions. The Company’s policy is to classify interest expense and penalties relating to taxes in general and administrative expense in the consolidated statements of operations. During the three months ended March 31, 2024 and 2023, the Company recorded de minimis interest or penalties relating to taxes, and there were no interest or penalties with respect to taxes accrued as of March 31, 2024 or December 31, 2023. The 2022, 2021 and 2020 taxable years remain open to examination by federal and/or state taxing jurisdictions to which the Company is subject.
Equity-Based Compensation
The Company grants shares of restricted common stock ("RSAs") and restricted stock units (“RSUs”) to its directors, executive officers and other employees that vest over specified time periods, subject to the recipient’s continued service. The Company also grants performance-based RSUs to executive officers, the final number of which is determined based on objective and, with respect to performance-based RSUs issued prior to 2024, subjective performance conditions which vest over a multi-year period, subject to the recipient’s continued service. The Company accounts for RSAs and RSUs in accordance with ASC 718, Compensation – Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the applicable service periods.
The Company recognizes compensation expense for equity-based compensation using the straight-line method based on the fair value of the award on the grant date. Forfeitures of equity-based compensation awards, if any, are recognized when they occur.
Variable Interest Entities
The Financial Accounting Standards Board (“FASB”) provides guidance for determining whether an entity is a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance; and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.
The Company has concluded that the Operating Partnership is a VIE of which the Company is the primary beneficiary, as the Company has the power to direct the activities that most significantly impact the economic performance of the Operating Partnership. Substantially all of the Company’s assets and liabilities are held by the Operating Partnership. The assets and liabilities of the Operating Partnership are consolidated and reported as assets and liabilities on the Company’s consolidated balance sheets as of March 31, 2024 and December 31, 2023.
Additionally, the Company has concluded that certain entities to which it has provided mortgage loans are VIEs because the entities' equity was not sufficient to finance their activities without additional subordinated financial support. The following table presents information about the Company’s mortgage loan-related VIEs as of the dates presented:
(dollars in thousands)March 31, 2024December 31, 2023
Number of VIEs2621
Aggregate carrying value
$232,068 $219,449 
The Company was not the primary beneficiary of any of these entities because the Company did not have the power to direct the activities that most significantly impact the entities’ economic performance as of March 31, 2024 and December 31, 2023. The Company’s maximum exposure to loss in these entities is limited to the carrying amount of its investment. The Company had no liabilities associated with these VIEs as of March 31, 2024 and December 31, 2023.
Recent Accounting Developments
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The guidance in ASU 2023-07 improves reportable segment
16

disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 includes requirements to disclose the title and position of the Chief Operating Decision Maker ("CODM") along with disclosure of the significant segment expenses regularly provided to the CODM, the extension of certain annual disclosures to interim periods, requirements that entities that have a single reportable segment must apply ASC 280 in its entirety, and requirements that permit more than one measure of segment profit or loss to be reported under certain conditions. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and the provision of additional information for reconciling items that meet a quantitative threshold within the rate reconciliation. In addition, ASU 2023-09 requires annual disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective application is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
3. Investments
The following table presents information about the number of investments in the Company’s real estate investment portfolio as of each date presented:
March 31, 2024December 31, 2023
Owned properties (1)
1,7931,726
Properties securing investments in mortgage loans (2)
135136
Ground lease interests911
Total number of investments1,9371,873
_____________________________________
(1)Includes six properties which are subject to leases accounted for as direct financing leases or loans as of March 31, 2024 and December 31, 2023.
(2)Properties secure 20 mortgage loans receivable as of March 31, 2024 and December 31, 2023.
The following table presents information about the gross investment value of the Company’s real estate investment portfolio as of each date presented:
(in thousands)March 31, 2024December 31, 2023
Real estate investments, at cost$4,909,097 $4,683,937 
Loans and direct financing lease receivables, net235,905 223,854 
Real estate investments held for sale, net1,235 7,455 
Total gross investments$5,146,237 $4,915,246 
17

Investments in 2024 and 2023
The following table presents information about the Company’s acquisition activity during the three months ended March 31, 2024 and 2023:
Three months ended March 31,
(Dollar amounts in thousands)20242023
Ownership type
Fee Interest
(1)
Number of properties 7456
Purchase price allocation
Land and improvements $95,254 $58,464 
Building and improvements101,822 128,805 
Construction in progress(2)
37,944 14,520 
Intangible lease assets 570 
Total purchase price 235,020 202,359 
Intangible lease liabilities  
Purchase price (including acquisition costs) $235,020 $202,359 
_____________________________________
(1)During the three months ended March 31, 2023, the Company acquired fee interests in 55 properties and acquired one property subject to a ground lease.
(2)Represents amounts incurred at and subsequent to acquisition and includes $0.9 million and $0.4 million of capitalized interest expense during the three months ended March 31, 2024 and 2023, respectively.
During the three months ended March 31, 2024 and 2023, the Company did not make any new investments that individually represented more than 5% of the Company’s total real estate investment portfolio.
18

Gross Investment Activity
During the three months ended March 31, 2024 and 2023, the Company had the following gross investment activity:
(Dollar amounts in thousands)Number of
Investment
Locations
Dollar
Amount of
Investments
Gross investments, January 1, 20231,653$4,055,385 
Acquisitions of and additions to real estate investments56203,518 
Sales of investments in real estate(16)(33,641)
Relinquishment of properties at end of ground lease term(1)(837)
Provision for impairment of real estate (1)
(677)
Investments in loans receivable13,400 
Principal collections on and settlements of loans and direct financing lease receivables(5)(11,734)
Other(929)
Gross investments, March 31, 20234,214,485 
Less: Accumulated depreciation and amortization (2)
(297,362)
Net investments, March 31, 20231,688$3,917,123 
Gross investments, January 1, 20241,873$4,915,246 
Acquisitions of and additions to real estate investments74235,046 
Sales of investments in real estate(7)(10,750)
Relinquishment of property at end of ground lease term(2)(1,330)
Provision for impairment of real estate (3)
(3,752)
Investments in loans and direct financing lease receivables514,894 
Principal collections on and settlements of loans and direct financing lease receivables(6)(2,841)
Other(276)
Gross investments, March 31, 20245,146,237 
Less: Accumulated depreciation and amortization (2)
(393,784)
Net investments, March 31, 20241,937$4,752,453 
_____________________________________
(1)During the three months ended March 31, 2023, the Company identified and recorded provisions for impairment at one tenanted property and two vacant properties.
(2)Includes $347.4 million and $260.7 million of accumulated depreciation as of March 31, 2024 and 2023, respectively.
(3)During the three months ended March 31, 2024, the Company identified and recorded provisions for impairment at three tenanted properties and one vacant property.
Loans and Direct Financing Lease Receivables
As of March 31, 2024 and December 31, 2023, the Company had 20 loans receivable outstanding, and two leases accounted for as loans, with an aggregate carrying amount of $235.2 million and $223.1 million, respectively. The maximum amount of loss due to credit risk is the Company's current principal balance of $235.2 million as of March 31, 2024.
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The Company’s loans receivable portfolio as of March 31, 2024 and December 31, 2023 is summarized below (dollars in thousands): 
Principal Balance Outstanding
Loan Type
Monthly
Payment (1)
Number of Secured PropertiesEffective Interest RateStated Interest RateMaturity DateMarch 31, 2024December 31, 2023
Mortgage (2)(3)
I/O28.80%8.00%2039$12,000 $12,000 
Mortgage (2)
I/O28.53%7.75%20397,300 7,300 
Mortgage (2)
I/O697.79%7.33%203451,000 51,000 
Mortgage (2)
I/O18.42%7.65%20405,300 5,300 
Mortgage (2)
I/O28.54%8.50%20241,785 1,785 
Mortgage (2)
I/O7.00%7.00%2024 500 
Mortgage (2)
I/O28.30%8.25%2024994 994 
Mortgage (2)
I/O26.87%6.40%20362,520 2,520 
Mortgage (2)
I/O28.29%8.25%20242,389 2,389 
Mortgage (2)
I/O18.96%8.06%205124,100 24,100 
Mortgage (2)
I/O77.30%6.80%203635,474 35,474 
Mortgage (2)
I/O17.73%7.20%20362,470 2,470 
Mortgage (2)
I/O18.00%8.00%20241,754 1,754 
Mortgage (2)
I/O217.00%7.00%202715,234 17,494 
Mortgage (2)
I/O17.73%7.20%20373,600 3,600 
Mortgage (2)
I/O18.30%8.25%2024760 760 
Mortgage (2)
I/O48.64%8.05%203712,250 12,250 
Mortgage (2)
I/O98.85%8.25%203725,993 25,993 
Mortgage (2)
I/O18.84%8.25%203810,200 10,200 
Mortgage (2)
I/O18.10%8.10%20254,642 2,891 
Mortgage (2)
I/O510.19%9.50%203913,144  
Leasehold interestP+I12.25%(4)2034913 929 
Leasehold interestP+I12.41%(4)20341,356 1,382 
Net investment$235,178 $223,085 
_____________________________________
(1)I/O: Interest Only; P+I: Principal and Interest
(2)Loan requires monthly payments of interest only with a balloon payment due at maturity.
(3)Loan allows for prepayments in whole or in part without penalty.
(4)These leasehold interests are accounted for as loans receivable, as the lease for each property contains an option for the lessee to repurchase the leased property in the future.
Scheduled principal payments due to be received under the Company’s loans receivable as of March 31, 2024 were as follows:
(in thousands)Future Principal Payments Due
April 1 - December 31, 2024$7,806 
20254,814 
2026181 
202715,424 
2028199 
Thereafter206,754 
Total$235,178 
20

As of March 31, 2024 and December 31, 2023, the Company had $1.4 million of net investments accounted for as direct financing lease receivables. The components of the investments accounted for as direct financing lease receivables were as follows:
(in thousands)March 31, 2024December 31, 2023
Minimum lease payments receivable$1,645 $1,709 
Estimated unguaranteed residual value of leased assets251 251 
Unearned income from leased assets(501)(525)
Net investment$1,395 $1,435 
Scheduled future minimum non-cancelable base rental payments due to be received under the direct financing lease receivables as of March 31, 2024 were as follows:
(in thousands)Future Minimum
Base Rental
Payments
April 1 - December 31, 2024$146 
2025178 
2026167 
2027143 
2028145 
Thereafter866 
Total$1,645 
Allowance for Credit Losses
The Company utilizes a real estate loss estimate model (i.e., a RELEM model) which estimates losses on loans and direct financing lease receivables for purposes of calculating an allowance for credit losses. As of March 31, 2024 and December 31, 2023, the Company recorded an allowance for credit losses of $0.7 million. Changes in the Company’s allowance for credit losses are presented within change in provision for credit losses in the Company’s consolidated statements of operations.
For the three months ended March 31, 2024 and 2023, the changes to the Company's allowance for credit losses were as follows:
(in thousands)Allowance for Credit Losses
Balance at January 1, 2023$765 
Current period provision for expected credit losses(1)
(30)
Write-offs charged 
Recoveries 
Balance at March 31, 2023$735 
Balance at January 1, 2024$666 
Current period provision for expected credit losses(1)
2 
Write-offs charged 
Recoveries 
Balance at March 31, 2024$668 
_____________________________________
(1)The change in expected credit loss was primarily due to overall changes in the size of our loans and direct financing lease receivables portfolio.

21

The Company considers the ratio of loan to value ("LTV") to be a significant credit quality indicator for its loans and direct financing lease portfolio. The following table presents information about the LTV of the Company's loans and direct financing lease receivables measured at amortized cost as of March 31, 2024:
Amortized Cost Basis by Origination YearTotal Amortized Cost Basis
(in thousands)2024202320222021Prior
LTV <60%$ $ $23,000 $ $28,953 $51,953 
LTV 60%-70%   28,234  28,234 
LTV >70%13,143 14,842 69,351 29,953 29,097 156,386 
$13,143 $14,842 $92,351 $58,187 $58,050 $236,573 
Real Estate Investments Held for Sale
The Company continually evaluates its portfolio of real estate investments and may elect to dispose of investments considering criteria including, but not limited to, tenant concentration, tenant credit quality, tenant operation type (e.g., industry, sector or concept), unit-level financial performance, local market conditions and lease rates, associated indebtedness and asset location. Real estate investments held for sale are expected to be sold within twelve months.
The following table shows the activity in real estate investments held for sale and intangible lease liabilities held for sale during the three months ended March 31, 2024 and 2023.
(Dollar amounts in thousands)Number of PropertiesReal Estate InvestmentsIntangible Lease LiabilitiesNet Carrying Value
Held for sale balance, January 1, 20234$4,780 $ $4,780 
Transfers to held for sale classification33,701  3,701 
Sales(3)(3,083) (3,083)
Transfers to held and used classification   
Held for sale balance, March 31, 20234$5,398 $ $5,398 
Held for sale balance, January 1, 20244$7,455 $ $7,455 
Transfers to held for sale classification21,235 (76)1,159 
Sales(4)(7,455) (7,455)
Transfers to held and used classification   
Held for sale balance, March 31, 20242$1,235 $(76)$1,159 
Significant Concentrations
The Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose rental revenue for the three months ended March 31, 2024 or 2023 represented 10% or more of total rental revenue in the Company’s consolidated statements of operations.
The following table lists the state where the rental revenue from the properties in that state during the periods presented represented 10% or more of total rental revenue in the Company’s consolidated statements of operations:
Three months ended March 31,
State20242023
Texas13.3%13.2%
22

Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following as of the dates presented:
March 31, 2024December 31, 2023
(in thousands)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible assets:
In-place leases$77,356 $36,783 $40,573 $78,080 $35,896 $42,184 
Intangible market lease assets10,964 5,460 5,504 11,129 5,456 5,673 
Total intangible assets$88,320 $42,243 $46,077 $89,209 $41,352 $47,857 
Intangible market lease liabilities$15,275 $4,339 $10,936 $15,505 $4,299 $11,206 
The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of March 31, 2024, by category and in total, were as follows:
Years Remaining
In-place leases8.2
Intangible market lease assets10.2
Total intangible assets8.5
Intangible market lease liabilities8.7
The following table discloses amounts recognized within the consolidated statements of operations related to amortization of in-place leases, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization and accretion of above- and below-market ground leases for the periods presented:
Three months ended March 31,
(in thousands)20242023
Amortization of in-place leases (1)
$1,579 $1,627 
Amortization (accretion) of market lease intangibles, net (2)
(25)(1)
Amortization (accretion) of above- and below-market ground lease intangibles, net (3)
(62)(84)
_____________________________________
(1)Reflected within depreciation and amortization expense.
(2)Reflected within rental revenue.
(3)Reflected within property expenses.
The following table provides the estimated amortization of in-place lease assets to be recognized as a component of depreciation and amortization expense for the next five years and thereafter:
(in thousands)In-Place Lease Assets
April 1 - December, 31, 2024$4,265 
20254,545 
20264,241 
20273,712 
20283,173 
Thereafter20,637 
Total$40,573 
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The following table provides the estimated net amortization of above- and below-market lease intangibles to be recognized as a component of rental revenue for the next five years and thereafter:
(in thousands)Above Market Lease AssetBelow Market Lease LiabilitiesNet Adjustment to Rental Revenue
April 1 - December, 31, 2024$(498)$525 $27 
2025(659)701 42 
2026(649)705 56 
2027(627)729 102 
2028(385)684 299 
Thereafter(2,686)7,592 4,906 
Total$(5,504)$10,936 $5,432 
4. Leases
As Lessor
The Company’s investment properties are leased to tenants under long-term operating leases that typically include one or more tenant renewal options. The Company’s leases provide for annual base rental payments (generally payable in monthly installments) and generally provide for increases in rent based on fixed contractual terms or as a result of increases in the Consumer Price Index.
Substantially all of the leases are triple-net, which means that the lessees are responsible for paying all property operating expenses, including maintenance, insurance, utilities, property taxes and, if applicable, ground rent expense; therefore, the Company is generally not responsible for repairs or other capital expenditures related to the properties while the triple-net leases are in effect and, at the end of the lease term, the lessees are responsible for returning the property to the Company in a substantially similar condition as when they took possession. Some of the Company’s leases provide that in the event the Company wishes to sell the property subject to that lease, it first must offer the lessee the right to purchase the property on the same terms and conditions as any offer which it intends to accept for the sale of the property.
Scheduled future minimum base rental payments due to be received under the remaining non-cancelable term of the operating leases in place as of March 31, 2024 were as follows:
(in thousands)
Future Minimum Base Rental Receipts
April 1 - December 31, 2024$290,627 
2025392,008 
2026396,173 
2027398,744 
2028400,225 
Thereafter
4,366,989 
Total$6,244,766 
Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum base rental payments to be received during the initial non-cancelable lease term only. In addition, the future minimum lease payments exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to performance thresholds and exclude increases in annual rent based on future changes in the Consumer Price Index, among other items.
24

The fixed and variable components of lease revenues for the three months ended March 31, 2024 and 2023 were as follows:
Three months ended March 31,
(in thousands)20242023
Fixed lease revenues$98,006 $77,465 
Variable lease revenues (1)
786 730 
Total lease revenues (2)
$98,792 $78,195 
_____________________________________
(1)Includes contingent rent based on a percentage of the tenant’s gross sales and costs paid by the Company for which it is reimbursed by its tenants.
(2)Excludes the amortization and accretion of above- and below-market lease intangible assets and liabilities and lease incentives and the adjustment to rental revenue for tenant credit.
As Lessee
The Company has a number of ground leases, office leases and other equipment leases which are classified as operating leases. As of March 31, 2024, the Company’s right of use ("ROU") assets and lease liabilities were $8.4 million and $9.2 million, respectively. As of December 31, 2023, the Company’s ROU assets and lease liabilities were $8.9 million and $9.8 million, respectively. These amounts are included in rent receivables, prepaid expenses and other assets, net and accrued liabilities and other payables on the Company's consolidated balance sheets.
The discount rate applied to measure each ROU asset and lease liability is based on the Company’s incremental borrowing rate ("IBR"). The Company considers the general economic environment and its historical borrowing activity and factors in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As the Company did not elect to apply hindsight, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. Certain of the Company’s ground leases offer renewal options which it assesses against relevant economic factors to determine whether it is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that the Company is reasonably certain will be exercised, if any, are included in the measurement of the corresponding lease liability and ROU asset.
The following table sets forth information related to the measurement of the Company’s lease liabilities as of the dates presented:
March 31, 2024December 31, 2023
Weighted average remaining lease term (in years)24.022.8
Weighted average discount rate6.82%6.75%
The following table sets forth the details of rent expense for the three months ended March 31, 2024 and 2023:
Three months ended March 31,
(in thousands)20242023
Fixed rent expense - ground leases$245 $247 
Fixed rent expense - office and equipment leases135 128 
Variable rent expense  
Total rent expense$380 $375 
25

As of March 31, 2024, future lease payments under ground, office and equipment operating leases to be paid by the Company directly and future lease payments under ground leases where the Company’s tenants are directly responsible for payment over the next five years and thereafter were as follows:
(in thousands)Office and Equipment LeasesGround Leases to be Paid by the CompanyGround Leases to be Paid Directly by the Company’s TenantsTotal Future Minimum Base Rental Payments
April 1 - December 31, 2024$519 $12 $678 $1,209 
2025733  834 1,567 
2026217  840 1,057 
2027219  854 1,073 
2028224  738 962 
Thereafter57  18,002 18,059