Financial News

FrontView REIT Announces Second Quarter 2025 Results and Updated Full Year 2025 Guidance

FrontView REIT, Inc. (NYSE: FVR) (the “Company”, “FrontView”, “we”, “our”, or “us”), today announced its operating results for the quarter ended June 30, 2025.

MANAGEMENT COMMENTARY

Stephen Preston, CEO and Chairman, commented, “We are pleased to report a very successful second quarter driven by strong portfolio execution and prudent capital allocation. We improved key portfolio metrics, increasing occupancy to 97.8%, successfully resolving the vacancy related to the twelve previously reported properties, with nine sold or leased. We acquired approximately $17.8 million of high-quality assets with frontage at a 8.2% cash cap rate and sold $22.7 million of assets, of which $11.6 million were occupied, at a cap rate of 6.75%. As a result of these actions, we delivered strong AFFO per share and reduced net debt to annualized adjusted EBITDAre. Following the end of the quarter, we announced Pierre Revol as our new Chief Financial Officer. We are excited about his appointment and eager to drive the company's growth together.”

SECOND QUARTER 2025 HIGHLIGHTS

  • Generated loss of $4.5 million, or $0.16 per share with funds from operations (“FFO”) of $6.7 million, or $0.24 per share and adjusted funds from operations (“AFFO”) of $9.0 million, or $0.32 per share
  • Closed on 5 properties for $17.8 million at an average capitalization of 8.2% and a weighted average lease term of 11.0 years
  • Sold 9 properties, including 5 occupied properties for $11.6 million in gross proceeds with an average capitalization rate of 6.75% on the occupied properties and a weighted average lease term of 8.0 years
  • Maintained a strong balance sheet with an improved net debt to Adjusted EBITDAre of 5.5x, Fixed Charge Coverage Ratio of 3.3x, and $139.9 million of total available liquidity
  • Improved occupancy to 97.8% with annualized base rent (“ABR”) of $62.3 million
  • Paid a $0.215 dividend, equating to a 7.2% dividend yield based on our stock price as of June 30, 2025 and a 66% AFFO payout ratio

SUMMARIZED FINANCIAL RESULTS

The following table summarizes the Company's select financial results for the three and six months ended June 30, 2025, and 2024:

 

 

 

Successor

 

 

 

Predecessor(1)

 

 

 

Successor

 

 

 

Predecessor(1)

 

 

 

For the three months ended June 30,

 

 

 

For the six months ended June 30,

 

(unaudited, in thousands, except share and per share amounts)

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Revenues

 

 

$

17,554

 

 

 

$

14,610

 

 

 

$

33,797

 

 

 

$

29,869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, including non-controlling interest

 

 

$

(4,530

)

 

 

$

(3,012

)

 

 

$

(5,867

)

 

 

$

(6,381

)

Net loss per share

 

 

$

(0.16

)

 

 

$

 

 

 

$

(0.22

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO

 

 

$

6,720

 

 

 

$

4,010

 

 

 

$

13,149

 

 

 

$

8,169

 

FFO per share

 

 

$

0.24

 

 

 

$

 

 

 

$

0.47

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AFFO

 

 

$

9,028

 

 

 

$

4,892

 

 

 

$

17,257

 

 

 

$

9,881

 

AFFO per share

 

 

$

0.32

 

 

 

$

 

 

 

$

0.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Shares Outstanding

 

 

 

27,827,037

 

 

 

 

 

 

 

 

27,824,932

 

 

 

 

 

(1)

The Company determined that FFO per share and AFFO per share in the Predecessor period would not be meaningful to users of this filing, given the different unitholders in the Predecessor.

INVESTMENT ACTIVITY

The following table summarizes the Company’s investment and dispositions for the three and six months ended June 30, 2025:

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

(unaudited, in thousands, except # of properties and percentages)

 

# of Properties

 

 

Amount

 

 

# of Properties

 

 

Amount

 

Investments

 

 

5

 

 

$

17,799

 

 

 

22

 

 

$

67,023

 

Less Dispositions

 

 

9

 

 

 

22,661

 

 

 

10

 

 

 

24,711

 

Net Investment Activity

 

 

(4

)

 

$

(4,862

)

 

 

12

 

 

$

42,312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Activity

 

 

 

 

 

 

 

 

 

 

 

 

Cash Yield %

 

 

 

 

8.17%

 

 

 

 

 

7.97%

 

Economic Yield

 

 

 

 

9.35%

 

 

 

 

 

8.49%

 

Investment Grade

 

 

 

 

17.9%

 

 

 

 

 

26.2%

 

Average Annual Escalators

 

 

 

 

2.4%

 

 

 

 

 

1.8%

 

Weighted Average Lease Term (years)

 

 

 

 

 

11.0

 

 

 

 

 

 

12.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposition Activity

 

 

 

 

 

 

 

 

 

 

 

 

Cash Yield

 

 

 

 

6.75%

 

 

 

 

 

6.77%

 

Weighted Average Lease Term (years)

 

 

 

 

 

8.0

 

 

 

 

 

 

8.9

 

PORTFOLIO UPDATE

The following table summarizes the Company's real estate portfolio as of June 30, 2025:

 

June 30, 2025

 

Number of Properties

 

319

 

Annualized Base Rent (000s)

$

62,293

 

Gross Real Estate Investment (000s)

$

900,305

 

Average Rent per Square Foot

$

24.01

 

Rentable Square Feet (000s)

 

2,594

 

Number of Tenants

 

334

 

Number of Industries

 

16

 

Occupancy

97.8%

 

Weighted Average Lease Term (years)

 

7.3

 

Investment Grade %

33.1%

 

BALANCE SHEET AND LIQUIDITY

The following tables summarize the Company’s leverage, fixed charge coverage and liquidity:

Leverage and Fixed Charge

June 30, 2025

Net Debt/ Annualized EBITDAre

6.2x

Net Debt/ Annualized Adjusted EBITDAre

5.5x

Fixed Charge Coverage Ratio

3.3x

Liquidity

June 30, 2025

 

Unused Revolver Capacity

$

131,500

 

Cash and Cash Equivalents

 

8,363

 

Total Liquidity

$

139,863

 

DISTRIBUTIONS

On August 12, 2025, our board of directors declared a quarterly dividend of $0.215 per common share and OP unit to holders of record as of September 30, 2025, payable on or before October 15, 2025.

REVISED GUIDANCE UPDATE

The following table summarizes the Company's guidance and key underlying assumptions for the year ended December 31, 2025.

 

Prior

Current

AFFO per share

$1.20 to $1.26

$1.22 to $1.24

Investment Activity ($mm)

$125 to $145

$110 to $130

Disposition Activity ($mm)

$20 to $40

$60 to $75

Cash G&A ($mm)(1)

$8.9 to $9.3

$8.7 to $9.1

 

(1) Cash G&A excludes stock based compensation and non-recurring charges of $1.1 million in 2025 attributable to non-recurring charges.

 

Our per share results are sensitive to both the timing and amount of real estate investments, property dispositions, and capital markets activities that occur throughout the year.

We do not provide guidance for the most comparable GAAP financial measure, net income, or a reconciliation of the forward-looking non-GAAP financial measure of AFFO to net income computed in accordance with GAAP, because we are unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measure, including items that are not indicative of our ongoing operations, including, without limitation, potential impairments of real estate assets, net gain/loss on dispositions of real estate assets, changes in allowance for credit losses, and stock-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on our GAAP results for the guidance periods.

CONFERENCE CALL AND WEBCAST

The Company will host its second quarter earnings conference call and audio webcast on Thursday, August 14, 2025, at 10:00 a.m. Central Time.

To access the live webcast, which will be available in listen-only mode, please visit: https://events.q4inc.com/attendee/748964081. If you prefer to listen via phone, U.S. participants may dial: 1-800-549-8228 (toll free) or 1-646-564-2877 (local), conference ID 71726.

A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. To listen to a replay of the call via the web, which will be available for one year, please visit: investor.frontviewreit.com.

About FrontView REIT, Inc.

FrontView is an internally-managed net-lease REIT that acquires, owns and manages primarily properties with frontage that are net leased to a diversified group of tenants. FrontView is differentiated by an investment approach focused on properties that are in prominent locations with direct frontage on high-traffic roads that are highly visible to consumers. As of June 30, 2025, FrontView owned a well-diversified portfolio of 319 properties with direct frontage across 37 U.S. states. FrontView's tenants include service-oriented businesses, such as medical and dental providers, quick service restaurants, casual dining, financial institutions, cellular stores, automotive stores, convenience stores and gas stations, discount retail, automotive dealers, fitness operators, car washes, pharmacies, home improvement stores, as well as professional services tenants.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies, and prospects, both business and financial. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “outlook,” “potential,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “expect,” “intends,” “anticipates,” “estimates,” “plans,” “would be,” “believes,” “continues,” or the negative version of these words or other comparable words. Forward-looking statements, including our 2025 guidance and assumptions, involve known and unknown risks and uncertainties, which may cause FVR’s actual future results to differ materially from expected results, including, without limitation, risks and uncertainties related to general economic conditions, including but not limited to increases in the rate of inflation and/or interest rates, local real estate conditions, tenant financial health, property investments and acquisitions, and the timing and uncertainty of completing these property investments and acquisitions, and uncertainties regarding future distributions to our stockholders. These and other risks, assumptions, and uncertainties are described in Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which the Company filed with the SEC on March 20, 2025, which you are encouraged to read, and is available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company assumes no obligation to, and does not currently intend to, update any forward-looking statements after the date of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Notice Regarding Non-GAAP Financial Measures

In addition to our reported results and net earnings per diluted share, which are financial measures presented in accordance with GAAP, this press release contains and may refer to certain non-GAAP financial measures, including Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”), EBITDA, EBITDAre, Adjusted EBITDAre, Annualized Adjusted EBITDAre, Adjusted Net Operating Income (“NOI”), Annualized Adjusted NOI, Adjusted Cash NOI, Annualized Adjusted Cash NOI, Net Debt and Fixed Charge Coverage Ratio.

We believe the use of FFO and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures.

We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We believe Adjusted NOI and Adjusted Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level. Adjusted NOI and Adjusted Cash NOI are not measurements of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. You should not consider our measures as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We believe presenting Net Debt to Annualized Adjusted EBITDAre is useful to investors because they provide information about Gross Debt less cash and cash equivalents, which could be useful to repay debt, compared to our performance as measured using EBITDAre and Annualized Adjusted EBITDAre. You should not consider our Annualized Adjusted EBITDAre as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

We believe the Fixed Charge Coverage Ratio is useful to investors to show the Company's ability to cover its fixed charges including interest expense, principal repayments of debt and dividends. You should not consider our Fixed Charge Coverage Ratio as an alternative to net income or cash flows from operating activities determined in accordance with GAAP.

A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure and statements of why management believes these measures are useful to investors are included below.

FRONTVIEW REIT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

 

 

June 30,

2025

 

 

December 31,

2024

 

ASSETS

 

 

 

 

 

 

Real estate held for investment, at cost

 

 

 

 

 

 

Land

 

$

330,193

 

 

$

332,944

 

Buildings and improvements

 

 

401,954

 

 

 

386,462

 

Total real estate held for investment, at cost

 

 

732,147

 

 

 

719,406

 

Less accumulated depreciation

 

 

(43,935

)

 

 

(40,398

)

Real estate held for investment, net

 

 

688,212

 

 

 

679,008

 

Assets held for sale

 

 

28,619

 

 

 

5,898

 

Mortgage loans receivable

 

 

7,134

 

 

 

 

Cash and cash equivalents

 

 

8,363

 

 

 

5,094

 

Intangible lease assets, net

 

 

106,759

 

 

 

114,868

 

Other assets

 

 

17,425

 

 

 

16,941

 

Total assets

 

$

856,512

 

 

$

821,809

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Debt, net

 

$

316,892

 

 

$

266,538

 

Intangible lease liabilities, net

 

 

14,520

 

 

 

14,735

 

Accounts payable and accrued liabilities

 

 

21,149

 

 

 

17,858

 

Total liabilities

 

 

352,561

 

 

 

299,131

 

Equity

 

 

 

 

 

 

FrontView REIT, Inc. equity

 

 

 

 

 

 

Common Stock, $0.01 par value 450,000,000 shares authorized, 20,430,096 shares

issued and outstanding as of June 30, 2025

 

 

204

 

 

 

173

 

Additional paid-in capital

 

 

389,378

 

 

 

331,482

 

Accumulated deficit

 

 

(18,727

)

 

 

(6,834

)

Accumulated other comprehensive loss

 

 

(965

)

 

 

 

Total FrontView REIT, Inc. equity

 

 

369,890

 

 

 

324,821

 

Non-controlling interests

 

 

134,061

 

 

 

197,857

 

Total equity

 

 

503,951

 

 

 

522,678

 

Total liabilities and equity

 

$

856,512

 

 

$

821,809

 

FRONTVIEW REIT INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except share and per share amounts)

 

 

Successor

 

 

Predecessor (1)

 

 

Successor

 

 

Predecessor (1)

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

17,467

 

 

$

14,474

 

 

$

33,612

 

 

$

29,627

 

Other income

 

 

87

 

 

 

136

 

 

 

185

 

 

 

242

 

Total revenues

 

 

17,554

 

 

 

14,610

 

 

 

33,797

 

 

 

29,869

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

9,466

 

 

 

6,971

 

 

 

17,271

 

 

 

14,296

 

Property operating expenses

 

 

2,714

 

 

 

1,710

 

 

 

5,090

 

 

 

3,691

 

Property management fees

 

 

 

 

 

497

 

 

 

 

 

 

1,007

 

Asset management fees

 

 

 

 

 

1,034

 

 

 

 

 

 

2,068

 

General and administrative expenses

 

 

3,279

 

 

 

643

 

 

 

6,118

 

 

 

1,361

 

Total operating expenses

 

 

15,459

 

 

 

10,855

 

 

 

28,479

 

 

 

22,423

 

Other expenses (income)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

4,647

 

 

 

6,597

 

 

 

9,144

 

 

 

13,292

 

(Gain)/ loss on sale of real estate

 

 

(1,194

)

 

 

51

 

 

 

(1,661

)

 

 

(337

)

Impairment loss

 

 

2,978

 

 

 

 

 

 

3,406

 

 

 

591

 

Income taxes

 

 

194

 

 

 

119

 

 

 

296

 

 

 

281

 

Total other expenses

 

 

6,625

 

 

 

6,767

 

 

 

11,185

 

 

 

13,827

 

Net loss

 

 

(4,530

)

 

 

(3,012

)

 

 

(5,867

)

 

 

(6,381

)

Less: Net loss attributable to convertible non-controlling preferred interests

 

 

 

 

 

826

 

 

 

 

 

 

1,743

 

Less: Net loss attributable to non-controlling interests

 

 

1,629

 

 

 

 

 

 

2,133

 

 

 

 

Net loss attributable to NADG NNN Property Fund LP (Predecessor) and to FrontView REIT, Inc. (Successor)

 

$

(2,901

)

 

$

(2,186

)

 

$

(3,734

)

 

$

(4,638

)

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

19,136,225

 

 

 

 

 

 

18,229,095

 

 

 

 

Diluted

 

 

27,827,037

 

 

 

 

 

 

27,824,932

 

 

 

 

Net loss per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.16

)

 

$

 

 

$

(0.22

)

 

$

 

Diluted

 

$

(0.16

)

 

$

 

 

$

(0.22

)

 

$

 

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,530

)

 

$

(3,012

)

 

$

(5,867

)

 

$

(6,381

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate swaps

 

 

(1,332

)

 

 

 

 

 

(1,511

)

 

 

 

Comprehensive loss

 

 

(5,862

)

 

 

(3,012

)

 

 

(7,378

)

 

 

(6,381

)

Less: Comprehensive loss attributable to convertible non-controlling preferred interests

 

 

 

 

 

826

 

 

 

 

 

 

1,743

 

Less: Comprehensive loss attributable to non-controlling interests

 

 

2,108

 

 

 

 

 

 

2,705

 

 

 

 

Comprehensive loss attributable to NADG NNN Property Fund LP (Predecessor) and to FrontView REIT, Inc. (Successor)

 

$

(3,754

)

 

$

(2,186

)

 

$

(4,673

)

 

$

(4,638

)

 

(1) The Company determined that earnings per unit in the Predecessor period would not be meaningful to users of this filing, given the different unitholders in the Predecessor.

Reconciliation of Non-GAAP Measures

The following is a reconciliation of net income (which is the most comparable GAAP measure) to FFO and AFFO:

 

 

Successor

 

 

Predecessor

 

 

Successor

 

 

Predecessor

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

(unaudited, in thousands, except per share amounts)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss

 

$

(4,530

)

 

$

(3,012

)

 

$

(5,867

)

 

$

(6,381

)

Depreciation on real property and amortization of real estate intangibles

 

 

9,466

 

 

 

6,971

 

 

 

17,271

 

 

 

14,296

 

(Gain)/ loss on sale of real estate

 

 

(1,194

)

 

 

51

 

 

 

(1,661

)

 

 

(337

)

Impairment loss on real estate held for investment

 

 

2,978

 

 

 

 

 

 

3,406

 

 

 

591

 

Funds from Operations (“FFO”)

 

$

6,720

 

 

$

4,010

 

 

$

13,149

 

 

$

8,169

 

Diluted Weighted Average Shares Outstanding

 

 

27,827

 

 

 

 

 

 

27,825

 

 

 

 

FFO per share

 

$

0.24

 

 

$

 

 

$

0.47

 

 

$

 

Straight-line rent adjustments

 

 

(286

)

 

 

(446

)

 

 

(408

)

 

 

(777

)

Amortization of financing transaction and discount costs

 

 

400

 

 

 

1,036

 

 

 

795

 

 

 

2,092

 

Amortization of above/below market lease intangibles

 

 

941

 

 

 

476

 

 

 

1,652

 

 

 

915

 

Stock-based compensation

 

 

200

 

 

 

 

 

 

815

 

 

 

 

Lease termination fees

 

 

 

 

 

(223

)

 

 

 

 

 

(637

)

Adjustment for structuring and public company readiness costs

 

 

89

 

 

 

23

 

 

 

290

 

 

 

74

 

Other non-recurring expenses (1)

 

 

964

 

 

 

16

 

 

 

964

 

 

 

45

 

Adjusted Funds from Operations (“AFFO”)

 

$

9,028

 

 

$

4,892

 

 

$

17,257

 

 

$

9,881

 

Diluted Weighted Average Shares Outstanding

 

 

27,827

 

 

 

 

 

 

27,825

 

 

 

 

AFFO per share

 

$

0.32

 

 

$

 

 

$

0.62

 

 

$

 

(1)

Other non-recurring expenses include one-time legal expenses, deal pursuit costs and other non-recurring items.

Our reported results and net earnings per diluted share are presented in accordance with GAAP. We also disclose FFO and AFFO, each of which are non-GAAP measures. We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs. FFO and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”). Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, gains and losses from change in control, and impairment charges related to certain previously depreciated real estate assets. To derive AFFO, we modify the Nareit computation of FFO to include other adjustments to GAAP net income related to certain non-cash or non-recurring revenues and expenses, including straight-line rents, cost of debt extinguishments, amortization of lease intangibles, amortization of debt issuance costs, amortization of net mortgage premiums, (gain) loss on interest rate swaps and other non-cash interest expense, realized gains or losses on foreign currency transactions, Internalization expenses, structuring and public company readiness costs, extraordinary items, and other specified non-cash items. We believe that such items are not a result of normal operations and thus we believe excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors.

Our leases typically include cash rents that increase through lease escalations over the term of the lease. Our leases do not typically include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates. We further exclude costs or gains recorded on the extinguishment of debt, non-cash interest expense and gains, the amortization of debt issuance costs, net mortgage premiums, and lease intangibles, realized gains and losses on foreign currency transactions, Internalization expenses, and structuring and public company readiness costs, as these items are not indicative of ongoing operational results. We use AFFO as a measure of our performance when we formulate corporate goals.

FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by one-time cash and non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO and AFFO with the same or similar measures disclosed by other REITs may not be meaningful. FFO and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of AFFO accordingly.

The following is a reconciliation of net income to EBITDA, EBITDAre, Adjusted EBITDAre, Adjusted NOI and Adjusted Cash NOI:

 

Three months ended June 30,

 

(unaudited, in thousands)

2025

 

Net loss

$

(4,530

)

Depreciation and amortization

 

10,407

 

Interest expense

 

4,647

 

Income taxes

 

194

 

EBITDA

 

10,718

 

Gain on sale of real estate

 

(1,194

)

Impairment loss on real estate held for investment

 

2,978

 

EBITDAre

 

12,502

 

Adjustment for current period investment activity (1)

 

383

 

Adjustment for current period disposition activity (2)

 

(72

)

Adjustment for non-cash compensation expense (3)

 

200

 

Adjustment to exclude non-recurring expenses (4)

 

1,053

 

Adjustment to exclude net write-offs of accrued rental income

 

158

 

Adjusted EBITDAre

 

14,224

 

General and administrative, net of non-recurring

 

1,962

 

Adjusted Net Operating Income

 

16,186

 

Straight-line rental revenue, net

 

(277

)

Adjusted Cash NOI

$

15,909

 

 

 

 

Annualized EBITDAre

$

50,008

 

Annualized Adjusted EBITDAre

$

56,896

 

Annualized Adjusted NOI

$

64,744

 

Annualized Adjusted Cash NOI

$

63,636

 

(1)

Reflects an adjustment to give effect to all acquisitions during the period as if they had been acquired as of the beginning of the period.

(2)

Reflects an adjustment to give effect to all dispositions during the period as if they had been sold as of the beginning of the period.

(3)

Reflects an adjustment to exclude non-cash stock-based compensation expense.

(4)

Reflects an adjustment to exclude non-recurring expenses, including structuring and public readiness costs, lease termination fees, legal one-time expenses, and other non-recurring income or expenses.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our leverage that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. In 2017, Nareit issued a white paper recommending that companies that report EBITDA also report EBITDAre in financial reports. We compute EBITDAre in accordance with the definition adopted by Nareit. Nareit defines EBITDAre as EBITDA (as defined above) excluding gains (loss) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs.

EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We compute adjusted EBITDAre as EBITDAre for the applicable quarter, as adjusted to (i) reflect all investment and disposition activity that took place during the applicable quarter as if each transaction had been completed on the first day of the quarter, (ii) exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, (iii) eliminate the impact of lease termination fees from certain of our tenants, and (iv) exclude non-cash stock-based compensation expense. Annualized adjusted EBITDAre is calculated by multiplying adjusted EBITDAre for the applicable quarter by four, which we believe provides a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter given the contractual nature of our long term net leases. You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our annualized adjusted EBITDAre.

Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

Adjusted Net Operating Income ("NOI") and Adjusted Cash NOI are non-GAAP financial measures which we use to assess our operating results. We compute Adjusted NOI as Adjusted EBITDAre and exclude general and administration expenses. We further adjust Adjusted NOI for non-cash revenue components of straight-line rent and other amortization expense to derive Adjusted Cash NOI. We believe Adjusted NOI and Adjusted Cash NOI provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level.

Adjusted NOI and Adjusted Cash NOI are not measurements of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. You should not consider our measures as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

Annualized Adjusted NOI is calculated by multiplying Adjusted NOI for the applicable quarter by four and Annualized Adjusted Cash NOI is calculated by multiplying Adjusted Cash NOI for the applicable quarter by four. We believe these annualized figures provide a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter given the contractual nature of our long term net leases. You should not unduly rely on these measures as they are based on assumptions and estimates that may prove to be inaccurate. Our actual reported NOI for future periods may be significantly different from our Annualized Adjusted NOI and Annualized Adjusted Cash NOI.

The following table reconciles total debt (which is the most comparable GAAP measure) to Net Debt, and presents the ratios of Net Debt to EBITDAre and Net Debt to Annualized Adjusted EBITDAre:

 

 

 

 

 

 

As of June 30,

 

(unaudited, in thousands)

 

2025

 

Debt

 

 

 

Term Loan

 

$

200,000

 

Revolving Credit Facility

 

 

118,500

 

Gross Debt

 

 

318,500

 

Cash and cash equivalents

 

 

(8,363

)

Net Debt

 

$

310,137

 

Leverage Ratios:

 

 

 

Net Debt to Annualized EBITDAre

 

6.2x

 

Net Debt to Annualized Adjusted EBITDAre

 

5.5x

 

Net Debt is a non-GAAP financial measure. We define Net Debt as our Gross Debt less cash and cash equivalents. The ratios of Net Debt to EBITDAre and Net Debt to Annualized Adjusted EBITDAre represent Net Debt as of the end of the applicable period divided by EBITDAre or Annualized Adjusted EBITDAre for the period, respectively. We believe that these ratios are useful to investors and analysts because they provide information about Gross Debt less cash and cash equivalents, which could be useful to repay debt, compared to our performance as measured using EBITDAre and Annualized Adjusted EBITDAre.

The following table summarizes our fixed charges, and presents Annualized Fixed Charges to Annualized Adjusted EBITDAre:

 

As of June 30,

 

(unaudited, in thousands)

2025

 

Interest Expense

$

4,647

 

Less: Non-cash interest

 

(400

)

Fixed Charges

 

4,247

 

Annualized Fixed Charges

$

16,988

 

Annualized Adjusted EBITDAre / Annualized Fixed Charges

3.3x

 

The Adjusted EBITDA to Fixed Charge Ratio is the ratio of Adjusted EBITDA to fixed charges as of the last day of any fiscal quarter. Adjusted EBITDA is computed as net income adjusted for depreciation and amortization, interest expense, income tax expense, extraordinary or nonrecurring items, fees in connection with debt financing, acquisitions and dispositions and capital markets transactions, non-cash items and equity in net income of unconsolidated subsidiaries minus a reserve for replacements with respect to certain properties. Fixed charges are computed on a consolidated basis as interest expense (excluding amortization of fees paid in cash and discounts and premiums on debt), plus regularly scheduled principal repayments of debt (excluding any balloon or similar payments), plus any preferred dividends payable in cash.

The Annualized Fixed Charges is calculated by multiplying fixed charges for the applicable quarter by four. The Fixed Charge Coverage Ratio is the ratio of Annualized Adjusted EBITDAre to Annualized Fixed Charges. We believe this ratio is useful to investors and analysts as it is used to evaluate our liquidity and ability to obtain financing.

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