Good day, and thank you for standing by. Welcome to the EPR Properties Third Quarter 2024 Earnings Conference Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Brian Moriarty. Please go ahead.

Thank you. Thanks for joining us today for our third quarter 2024 earnings call and webcast. Participants on today's call are Greg Silvers, Chairman and CEO; Greg Zimmerman, Executive Vice President and CIO; and Mark Peterson, Executive Vice President and CFO. I'll start the call by informing you that this call may include forward-looking statements as defined in the Private Securities Litigation Act of 1995, identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate or other comparable terms. The company's actual financial condition and the results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of those factors that could cause results to differ materially from these forward-looking statements are contained in the company's SEC filings, including the company's reports on Form 10-K and 10-Q. Additionally, this call will contain references to certain non-GAAP measures, which we believe are useful in evaluating the company's performance. A reconciliation of these measures to the most directly comparable GAAP measures are included in today's earnings release and supplemental information furnished to the SEC under Form 8-K. If you wish to follow along, today's earnings release, supplemental, and earnings call presentation are all available on the Investor Center page of the company's website, www.eprkc.com. Now, I'll turn the call over to Greg Silvers.

Thank you, Brian. Good morning, everyone, and thank you for joining us on today's third quarter 2024 earnings call and webcast. In the third quarter, we continued to make meaningful and steady progress in further positioning the company for continued growth. A key milestone was entering into a new $1 billion revolving credit facility that enhances our already strong liquidity profile while providing more favorable terms. This facility underscores the confidence our banking partners have in our strategic direction and strengthens our financial health as we invest in select experiential properties. Our investment strategy remains on track as we continue recycling proceeds from the sale of non-core assets and use free cash flow to invest in diversified experiential assets. We are excited about our newest investment in fitness and wellness as we continue to build out our portfolio of investments in premier hot springs properties, capitalizing on the growing demand for wellness-focused experiences. As evidenced by our investments in well-located climbing gyms, our deliberate focus on growing non-commodity areas of the fitness and wellness industry affords us the opportunity to source these proven investments. Overall, our coverage remains strong, although it moderated slightly moving from 2.2 times to 2.1 times. Our non-theater coverage was unchanged, highlighting sustained consumer demand while we did see a decline in our theater coverage as we had anticipated due to the production calendar. Quarterly momentum continues to build in theater exhibitions with key titles delivering very strong results. Separately, we were also pleased to hear the announcement by the National Association of Theater Owners that eight of the largest theater chains will be investing more than $2.2 billion to modernize and upgrade theaters of all sizes over the next three years. It's expected that these updates will include adding the latest projection and sound technology along with upgraded seating and key maintenance areas such as air-conditioning, signage, and lighting, all further enhancing the moviegoing experiences for audiences nationwide. Also during the quarter, Topgolf Callaway announced its intention to spin off Topgolf into a separate entity. We believe that this will be a positive event for Topgolf as it will enhance the company's strategic focus as a highly successful eat and play brand. The spin-off is expected to leave Topgolf well-capitalized and debt-free, positioning it for success. We have continued to see strong performance from our Topgolf portfolio and have a great relationship with the Topgolf management team. We look forward to their continued success as they move forward with their strategic plan. Lastly, our hearts are with those impacted by the recent hurricanes. Our hotel properties in St. Petersburg Beach were significantly impacted and we recognize the devastation these events have had on the lives of those who work and live in the area. Now I'll turn it over to Greg Zimmerman for more detail on the quarter.

Thanks, Greg. At the end of the quarter, our total investments were approximately $6.9 billion with 352 properties that are 99% leased, excluding properties we intend to sell. During the quarter, our investment spending was $82 million. 100% of the spending was in our experiential portfolio. Our experiential portfolio comprises 283 properties with 52 operators and accounts for 93% of our total investments or approximately $6.4 billion. And at the end of the quarter, excluding the properties we intend to sell, was 99% leased. Our education portfolio comprises 69 properties with eight operators and at the end of the quarter, excluding the properties we intend to sell, was 100% leased. Turning to coverage. The most recent data provided is based on a June trailing 12-month period. Overall portfolio coverage remains strong at 2.1 times, down slightly from last quarter. Trailing 12-month coverage for the non-theater portion of our portfolio remains at 2.6 times. Trailing 12-month coverage for theaters is 1.5 times with box office at $8.1 billion for the same period. Our theater coverage reporting assumes that the Regal deal was in place for the entire trailing 12-month period. The slight reduction in theater and overall coverage was driven by the dip in box office during the trailing 12-month period as we had anticipated from the writers and actors' strikes impacting the release schedule. We expect this is the last remnant of the negative impact of the strikes and with the rising box office, we will see a recovery of theater coverage into Q4 and Q1 of 2025. Before updating you on the operating status of our tenants, I wanted to address the impact of Hurricanes Helene and Milton on our Florida properties. First and foremost, our thoughts remain with all those in the community who have been affected by the devastating storms. Our only assets significantly impacted by the storms were our two joint venture hotels on St. Petersburg Beach, the Bellwether Beach Resort and the Beachcomber, which sustained considerable damage. Given that the hurricanes hit within a two-week period, we are still finalizing a comprehensive assessment of the damage. As of now, we do not anticipate either will be able to reopen until well into 2025. We plan to work in good faith with our joint venture partners, the non-recourse debt provider, and the insurance companies to identify the path forward, which we expect will result in the eventual removal of both hotels from our portfolio. Accordingly, during the quarter, we recognized impairment charges on the joint ventures of $12.1 million and fully wrote off our carrying values. Turning to the operating status of our tenants. We continue to see a rebound in North American box office. Q3 box office totaled $2.7 billion and ended at $6.2 billion for the first nine months. The first six months of 2024 were down 19% for the same period in 2023, but the first nine months were only down 12%. And while July 2024 was down 13% from July 2023, largely because we were comping against the outperformance of Barbie. August was up 10% and September was up 25% led by the outsized performance of Deadpool and Wolverine. Six titles released in Q3 exceeded $100 million in the North American box office. Box office gross ties directly to the number of titles released. As I previously mentioned, heading into Q4, we are confident the negative impact on box office resulting from the lack of new releases related to the writers' and actors' strikes is behind us. To date, 16 films have grossed more than $100 million in 2024, and another 12 have grossed between $60 million and $100 million. Titles to be released in Q4 and projected to gross over $150 million include Venom 3, Gladiator II, Wicked, Moana 2, Sonic the Hedgehog 3, and Mufasa: The Lion King. We are optimistic that the quantity and quality of the slate for the last quarter and into 2025 and 2026 will continue to propel an upward trajectory in box office. Based on the results through September 30, we are increasing our guidance for box office in calendar year 2024 to between $8.3 billion and $8.7 billion from our prior expectation of between $8.2 billion and $8.5 billion, compared to last year's $8.9 billion. Finally, despite the encouraging uptick in box office results in most of Q2 and Q3, box office for the Regal lease year, the trailing 12-month period ending July 31 was $7.9 billion owing to the lack of product from the strikes. This is consistent with the forecast we provided last quarter. Turning now to an update on our other major customer groups. We saw good results across our drive to value-oriented destinations. Our operators are seeing continued expense pressure and at certain properties, experienced slight decreases in revenue which combined led to slight decreases in EBITDARM. Andretti Karting is under construction in Kansas City and Oklahoma City and finalizing entitlements for plans in Schaumburg. Topgolf completed self-funded refreshes at another four of our assets, taking the number of self-funded refreshes to 20% of our portfolio. Six Flags and Cedar Fair completed their merger in July and are focused on driving cost efficiencies and enhancing the customer experience. Our Gravity House in Breckenridge was named the eighth-best hotel in the world in Conde Nast Traveler's Reader's Choice Awards. Construction of the extensive expansion at the Springs Resort in Pagosa Springs continues with openings scheduled for spring 2025. Even with the construction, the springs continue to show strong performance and we're confident the expansion will drive growth at this outstanding asset. Finally, our Murrieta Hot Springs Resort is completely open and continues its ramp-up while receiving good reviews. In our experiential lodging portfolio, collectively, our operator's revenue was up slightly year-over-year. Our education portfolio continues to perform well. Our customers' revenue across the portfolio was up 3% year-over-year while EBITDARM decreased by 1%, driven largely by wage increases. KinderCare, which operates 15 of our early childhood education assets under their CREM brand, went public after the end of the third quarter. Turning to our operating properties. Our managed theaters continued to show improvement with the box office recovery. Performance at our joint venture experiential lodging assets was lower than expected, driven primarily by the impact of the two hurricanes on St. Petersburg and other weather-related issues. During Q3, our investment spending was $82 million and year-to-date is $214.6 million. We closed on a $52 million mortgage financing for Iron Mountain Hot Springs in Glenwood Springs, Colorado. Owned by Off Road Capital Partners who also developed WorldSprings at Grandscape in Colony, Texas. Iron Mountain Hot Springs has both Natural Hot Springs and WorldSprings pools with the same minerality as several hot springs throughout the world. Iron Mountain Hot Springs is consistently well-reviewed and among the three top hot springs attractions in the United States for attendance and EBITDA. We are pleased to add such an outstanding asset to our growing stable of iconic assets in the space, which also includes the Springs Resort in Pagosa Springs and the recently opened Marietta Hot Springs Resort. We're narrowing our investment guidance for funds to be deployed in 2024 to a range of $225 million to $275 million from a range of $200 million to $300 million. Through quarter-end, we have committed approximately $150 million for experiential development and redevelopment projects that have closed but are not yet funded to be deployed over the next two years. In most of our experiential categories, we continue to see high-quality opportunities for both acquisition and build-to-suit redevelopment and expansion. Given our cost of capital, we will continue to maintain discipline and to fund those investments primarily from cash on hand, cash from operations, proceeds from dispositions, and with our borrowing availability under our increased unsecured revolving credit facility. In Q3, we sold two vacant former Regals and a former KinderCare school for combined net proceeds of $8.7 million, resulting in a loss of approximately $3.4 million. For the first nine months of the year, disposition proceeds totaled $65.1 million. Subsequent to the end of the quarter, we sold another vacant Regal theater for net proceeds of $2.6 million. At a little over 14 months after the conclusion of the Regal bankruptcy and taking possession of 11 vacant former Regal theaters, we have sold nine. We have a signed purchase and sale agreement for one of the remaining two and continue to market the final one. In addition, as indicated on last quarter's call, shortly after Labor Day, we closed a former vacant Regal theater in California, which Cinemark was operating for us. It is now being marketed for sale. Beyond these three former Regal theaters, we have a vacant Xscape theater and one remaining vacant AMC theater. Since early 2021, we have disposed of 23 theaters. We are very pleased with the overall disposition cadence and particularly with the pace of selling the vacant former Regal theaters. Based on that progress, we are updating our 2024 guidance for dispositions to $70 million to $100 million. I now turn it over to Mark for a discussion of the financials.

Thank you, Greg. Today, I will discuss our financial performance for the third quarter, provide an update on our balance sheet, and close with an update on 2024 guidance. FFO as adjusted for the quarter was $1.30 per share versus $1.47 in the prior year and AFFO for the quarter was $1.29 per share compared to $1.47 in the prior year. Note that there were no out-of-period deferral collections from cash basis customers included in income for the quarter versus $19.3 million in the prior year, resulting in a decrease of about $0.25 per share versus the prior year. Excluding this impact, FFO as adjusted per share increased by over 6% versus the prior year. Now moving to the key variances. Total revenue for the quarter was $180.5 million versus $189.4 million in the prior year. Within total revenue, rental revenue decreased by $15.3 million versus the prior year. The positive impact of net investment spending over the past year was more than offset by the reduction in out-of-period deferral collections that I just mentioned. Within rental revenue, percentage rents for the quarter were $5.9 million versus $2.1 million in the prior year. The increase related to percentage rent for the theaters under the Regal master lease, as well as an increase in percentage rents from other tenants. The increase in mortgage and other financing income of $3.4 million was due to additional investments in mortgage notes over the past year. Both other income and other expense relate primarily to our consolidated operating properties, including the Kartrite Hotel & Indoor Waterpark and seven operating theaters. The increase in other income and other expense compared to the prior year was due primarily to the additional five theaters surrendered by and previously leased to Regal, which have been operated by third parties on EPR's behalf since early August of 2023. Please note that on September 20th, as previously discussed, we closed one of these theaters and we plan to sell this location. On the expense side, G&A expense for the quarter decreased to $11.9 million versus $13.5 million in the prior year due primarily to lower payroll costs, including non-cash share-based compensation expense, as well as lower professional fees, including those related to the Regal resolution. Interest expense net for the quarter increased by $1.7 million compared to the prior year due to an increase in borrowings under our unsecured revolving credit facility, as well as a decrease in interest income on short-term investments. Lastly, FFO as adjusted from joint ventures for the quarter decreased by $1.1 million versus the prior year, primarily due to higher expenses, including insurance and interest, as well as weather issues, including the impact in late September of Hurricane Helene, which forced the shutdown of both of our experiential lodging properties in St. Beach, Florida. Additionally, as a result of the damage incurred by Hurricane Helene as well as the additional damage from Hurricane Milton in October, we determined that our investment in the unconsolidated joint ventures that hold the St. Pete Beach properties was not recoverable. Accordingly, during the quarter, we recognized $12.1 million of impairment charges on these joint ventures to fully write off our carrying values. These impairment charges are excluded from both FFO as adjusted as well as AFFO. Turning to the next slide, I will review some of the company’s key credit ratios. As you can see, our coverage ratios continue to be strong with fixed charge coverage at 3.4 times and both interest and debt service coverage ratios at 4.0 times. Our net debt to adjusted EBITDARE was 5.0 times for the quarter. Additionally, our net debt to gross assets was 39% on a book basis at September 30 and our common dividend continues to be very well covered with an AFFO payout ratio for the third quarter of 66%. Now let's move to our balance sheet which is in great shape. At quarter-end, we had consolidated debt of $2.9 billion, of which $2.8 billion is either fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.4%. During the quarter, we repaid in full our $136.6 million of Series A private placement notes using funds available under our line of credit. Accordingly, at quarter-end, our weighted average consolidated debt maturity is just under four years with only $300 million maturing through 2025. As previously announced, on September 19, we amended and restated our $1 billion revolving credit facility to extend the maturity to October 2028 with extensions at our option for a total of 12 additional months subject to conditions. We are pleased that the new facility reduces the interest rate spread we pay on borrowings under the facility by 15 basis points, lessens our financial covenants consistent with being investment grade rated, and modifies and simplifies the capitalization rates used to value assets under the facility. As you can see, our liquidity position remains strong with $35.3 million of cash on hand at quarter-end and only a $160 million balance drawn on our new $1 billion revolver, which positions us well going forward. We are narrowing our 2024 FFO as adjusted per share guidance to a range of $4.80 to $4.92 from a range of $4.76 to $4.96 and investment spending guidance to a range of $225 million to $275 million from a range of $200 million to $300 million. We are increasing our disposition proceeds guidance to a range of $70 million to $100 million from a range of $60 million to $75 million. Additionally, due to higher percentage rent during the third quarter, we are increasing our percentage rent in participating interest guidance to a range of $13.5 million to $16.5 million, from a range of $12 million to $16 million, and confirming our general and administrative expense of $49 million to $52 million. On the next slide, we have detailed the guidance we are providing on our wholly owned operating properties and those held in joint ventures. We are revising the guidance for other income to a range of $54 million to $60 million from a range of $55 million to $65 million and other expenses to a range of $53.5 million to $59.5 million from a range of $54 million to $64 million, resulting in a reduction of net profit from wholly owned operating properties of $500,000 at the midpoint. These changes relate primarily to the performance at the Cartwright Indoor Waterpark and Hotel. Lastly, we are revising our equity and loss from JVs to a range of $13 million to $10 million from a range of $10 million to $7 million and FFO as adjusted from JVs to a range of negative $3 million to $0 from a range of $0 to $3 million. This reduction is mostly due to weather issues, particularly the severe damage caused by the hurricanes at our hotels in St. Pete Beach. Because we expect the eventual removal of both of these properties from our portfolio, we have reduced our expected EBITDA on these properties to zero for the fourth quarter. Note also that if these properties are removed from the portfolio, we expect the impact on 2025 earnings to be nominal due to the increased costs we have been experiencing at these properties prior to the hurricanes, including both insurance and interest expenses. Guidance details can be found on Page 24 of our supplemental. On the next slide, I wanted to illustrate, as I did the last several quarters, the anticipated impact on growth in FFO as adjusted per share for 2024 at the midpoint of guidance. When you remove the impact of audit period cash basis deferrals from 2023 of $36.4 million and $0.48 per share and the amount we expect to collect in 2024 of $0.6 million or a $0.01 per share. As you can see on the schedule, we continue to expect FFO as adjusted per share growth without deferral collections from 2023 to 2024 to be 3.2%. Additionally, note that in the fourth quarter, we begin to lap a more comparable result as we collected only $600,000 of out-of-period deferrals in Q4 2023. Now with that, I'll turn it back over to Greg for his closing remarks.

Thank you, Mark. As evidenced by our call today, experiential-focused properties continue to perform well in the current environment and our theater portfolio will benefit substantially from a return to a more normalized film schedule in 2025. Our recent credit line renewal at more favorable terms demonstrates our credit partners' faith in our strategy. We look forward to continuing to reward our shareholders and capital providers as we move forward into 2025 and beyond. With that, why don't I open it up for questions? Operator?

Our first question comes from Joshua Dennerlein at BofA Securities. Your line is open.

Hi, this is Farrell Granath on behalf of Joshua Dennerlein. A question about the box office projections. I was curious just based on last year's results and kind of the back-half weighted of a lot of the movie results coming out or the releases, as well as the slow pickup of Venom and their box office performance, what's giving you the confidence for the increased guide, as well as what's going to be driving the acceleration?

I think fundamentally, the issue that you're looking at is pure number of titles. Again, as we've seen and as Greg has talked about in many of his comments, we're seeing a more normalization to the number of titles released that's more consistent with what we saw kind of pre-pandemic and we're seeing that growth in that. Again, as far as expectations, the reality is, no one title generally moves the needle substantially. So the number of titles and the expectations of those, you all heard some of the titles, there will always be titles that underperform and overperform. But if we have the appropriate number of wide-release titles, we get much more confident in that. But Greg, I don't know…

Yes. And just some metrics on it. Through Q2, we were down four major releases in 2024 compared to 2023 and that translated to about $850 million less in box office. In Q3, we had the same number of major releases in '24 as we had in '23 and there was a $300 million increase in box office. The other thing that we say all the time to repeat what Greg just said is, we're not good at predicting the individual performance of each title. So the fact that Venom is down a little bit, okay, but no one expected Inside Out to do $653 million or Deadpool to do $636 million. So as Greg said, we look at all that and are confident in our projections.

Okay. Thank you. And also pivoting a little bit with the news of Topgolf and the spin-off, I was curious on your kind of strategy of your exposure with them going forward? Is this a relationship you'd want to be expanding or just maintaining or even reducing slightly?

I think we're satisfied with our exposure. As we've mentioned before, we have completed three Topgolf locations over the last four years, so it's not a fast pace. We have publicly stated that we prefer major markets. The three locations we have opened in San Jose, suburban LA, and King of Prussia are all among the top five for their chain. Given our position and the strength of our properties, we feel very good about our exposure. We appreciate the fact that they might be spun out with no financial debt and $200 million in cash. While we don't anticipate it being a rapid or high growth area for us, we are very comfortable with our exposure and the performance of our assets. Greg, do you have anything to add?

I think you covered it, Greg.

Thank you.

Our next question comes from Smedes Rose at Citi.

Hi, thank you. I was just wondering if you had any thoughts at this point of what the box office could look like for 2025.

I would tell you what we've seen from others. We have not completed ours, but I would say, most people are thinking kind of mid-nines. Is that consistent with what the analysts that you've seen, Greg?

Yes. We're seeing more visibility into the titles we have planned. In October of last year, we anticipated 76 titles for 2024, but now we expect 99 titles for 2025. This indicates we have 23 additional titles in the lineup, which gives us more confidence about the release schedule.

Okay. And then I just wanted to ask you just in general, as you're kind of looking at opportunities that you've been more focused on, what is the transaction market kind of look like and maybe any kind of change in pricing or kind of sellers up there?

I don't believe we've observed significant changes in pricing. We've consistently remained in the eights, and I think we are at that level. As Greg mentioned in his remarks, given our capital constraints, we are very disciplined in how we allocate that capital. We're not attempting to fill a multi-billion dollar bucket. I believe Greg and his team have maintained a disciplined approach, allowing us to be selective and pursue assets like the iconic hot springs asset you saw this time. Acquiring that asset took time, but we are very focused on the ones we desire, and I think they have done an excellent job with that.

Yes. And Smedes, I would say, as I said in my prepared remarks, I mean, we're generally seeing opportunities in almost all of our verticals. So the pipeline is full. As Greg said, we're being disciplined.

Thank you.

Thank you.

Our next question comes from John Kilichowski at Wells Fargo.

Thank you. Just kind of going back on the last question there and talking about pricing, just given maybe the lack of like fee simple regular way acquisitions and the focus on the mortgage loans, was the pricing that you're referencing, the kind of mid 8s number what you're seeing on your ability to lend or is that where you're seeing cap rates are now for fee simple acquisitions? And if not, like what kind of gets you to those type of deals?

John, it's crucial to keep in mind that with this financing, we have options for conversion, allowing us to change that loan into a fee-simple lease or net lease structure. We expect some growth in that area. Most of our mortgages can be converted during a specified time frame, so I view this as more of an ownership consideration and a structural transition towards a fee-simple net leased asset.

Thank you. Could you elaborate on your current cost of capital, especially since you've mentioned being capital-constrained? What are your thoughts on this issue? Additionally, how do you evaluate whether a buyback is appealing, and at what multiple would it make sense for you to consider issuing equity?

It's all about the price you pay. To assess the potential for growth, you need to consider your trading multiple, its inverse, and the cost of your equity. Generally, we're financing on a 60-40 basis. If you do the math, it leads to valuations in the 9s. Unless you're acquiring assets at double-digit multiples, issuing equity at this time isn't appealing. We're focused on sustainable growth over mere expansion. As Mark has shown, we can achieve a comfortable growth rate of 3% to 4% with our current strategy. Coupling this with our dividend, we believe we offer an attractive total shareholder return in the double digits. Looking ahead, as confidence in the recovery of these assets improves, we expect a return to a more favorable cost of capital, allowing us to consider broader capital deployment. However, we remain responsible custodians of investor capital and will avoid pursuing growth that doesn't yield positive per-share results.

We always remind people that stock buybacks are not leverage neutral. So we look at it on a leverage neutral basis. And right now at today's prices, that's not a compelling option to buy back stock. In addition, we're able to service our clients and our customers, which we think is very helpful over the long term.

Got it. Thank you.

Thank you.

Our next question comes from Rob Stevenson at Janney Montgomery Scott.

Hi, good morning, guys. Greg, you're moving on from the St. Pete lodging assets. Is that just a result of the hurricane damage or was the previous operating performance not strong enough to warrant continued or even incremental investment on your part given Mark's comments on increased interest and insurance costs?

Well, I will say it's probably a combination of both. I mean our insurance costs over the last two years have gone up substantially. I mean it has been a very, very eye-opening situation. And then when you look at the idea that you have two named storms which creates two separate deductibles and you think about what the rebuild costs are going to be like there and bringing up things to new codes, that we just don't think, being as I said, being kind of stewards of our shareholders' capital, that that's not the best deployment of our capital. But Greg or Mark.

Yes, and Rob, on top of that, I would mention there have been a couple of other storms where there wasn't necessarily water damage but significant wind damage. We didn't make a claim. But the point is these hotels have been hit repeatedly by storms over the past three or four years. And to put a number on it for you, the insurance costs were essentially 9% of revenue. So, it was significant.

In addition to the operating costs, including insurance interest costs had also risen because we had a SOFR-based loan that we - for the loan agreement needed to buy a cap on that expired in June. So obviously putting that cap on again at a cap of 3.5% on SOFR was kind of expensive. So I'd say also interest had risen. So it was marginally profitable. I don't think it's going to have a big impact on 2025 earnings, but certainly the hurricane deductibles involved and sort of what we were looking at made it a fairly easy decision.

And then just one more thing not to continue. We have no visibility into what insurance premium costs will be going forward after this kind of devastation. So there was significant concern about that as well.

I guess that last comment. Does that basically influence your desire to invest in any type of property in coastal Florida for the foreseeable future or is it case by case?

It's case by case. I mean, as Greg noted earlier, most of our other properties actually sustain little to no damage in Florida. This is very unique that it's set right on the beach and therefore its exposure and its insurability have become increasingly troublesome for us.

Okay. And then Mark, I know that GAAP sometimes is materially different than reality. Are you expecting any proceeds when you exit these assets or is getting out without paying anything additional victory here.

We don't expect any cash impact going forward. Now, I would say the accounting is a little bit still to be decided, but kind of economically we think we're sort of likely, and I say likely done with the property. There could be some costs that we report, but from a real cash perspective, we don't expect any cash outflows.

Okay. And then the investment this quarter in the hot spring, the mortgage. Is mortgage the way that you'll be investing in these types of assets in the future or is this just this case particularly lent itself to a loan and you own assets as well? How should we be thinking about future asset acquisitions or investments in the hot spring and similar businesses?

Again, I think this is mortgage to fee ownership. There's some expansion, there's some other things that are going on. Tax credits that are involved there that we couldn't - without jeopardizing those. So I would not, as I said to the earlier caller, I would not think of this like as a mortgage vehicle. It's just an interim step to a net lease, fee ownership.

And Rob, just for clarification, Pagosa Springs and Murrieta Hot Springs are both net leases.

Okay. And then last one for me. Has the market for well-located and occupied movie theaters, is that still frozen and any transactions starting to happen out there in the marketplace for anything other than vacant or soon to be vacant assets?

I don't think we've seen a lot of transactions with good theaters. Greg. I don't know.

I think that's right, but I also think we're expecting the box office to continue to heal, which hopefully along with rate reductions will unfreeze the market a bit. Not surprising to us that there haven't been a lot of transactions.

Okay, thanks guys. Appreciate the time this morning.

Thank you, Rob.

Our next question comes from Michael Carroll at RBC.

Yes, thanks, Greg. I wanted to touch on the asset sale plans. I know obviously you have a little bit still kind of baked into guidance right now. Should we think of that as just the five vacant theaters and beyond those potential sales, how should we think about that activity going into '25, '26? I mean, is there stuff that you still want to sell or should we expect some type of typical pruning within the portfolio that could continue to occur?

I think the other thing that you will expect to see is we're starting to look more aggressively at our education portfolio and what we can harvest from there as we continue this redeployment of capital. So Greg and his team have done a great job getting us through a lot of the vacant properties. And now if we're wanting to continue to recycle and enhance our capital availability, we're going to start to look and get more thoughtful about our education portfolio as another lever for us to generate available capital for us to deploy in experiential properties.

And Michael, we also have two vacant education assets as well as the theaters.

Okay. And then the education sales, is that going to be kind of broken up into smaller transactions or could it potentially be a bigger deal?

Do you know what? It's kind of highest and best. If we think that there's a deeper pool for breaking it apart, we'll do that. If somebody comes along and wants to pay us a good price for a large portfolio, again, ours is just driving the best value that we can for our shareholders.

All right. And then, Mark, on the guidance changes, can you highlight what drove the percentage rents number higher? Was it just the box office? And I mean, I know you explained why the JV income is lower, but what about the other income and expenses? Is that just due to challenges at Cartwright?

Yes. So with respect to percentage rents, Regal kind of came in as we expected. So it was non-Regal percentage rents that took it up a million. With respect to other income and other expenses, really, that is the Cartwright. There's kind of a reduction in revenue. We've been able to offset that reduction in revenue by an offset in expenses. Net, net, it's down $500,000 as I mentioned. And that's all - it's all Cartwright driven.

Okay, great. Thank you.

Thank you.

Our next question comes from Anthony Paolone at JPMorgan.

Thanks. I guess Mark, trying to maybe avoid a miss on '25 or not getting this right, looking into next year. But if we think about net other income and then this JV FFO going forward, I mean, how should we start to think about those two since they're related to the operating assets and the weather matters, like what that looks like year-over-year, because it just seems like it could be a pretty big swing factor, and I've kind of lost the thread a bit on whether Cartwright is still ramping and where that goes. So any help there would be great.

Yes, we're hopeful Cartwright ramps next year. That one's a little harder to predict. So we're not expecting massive increases there. I think with respect to the JVs, our prior midpoint for JVs was about $1.5 million. I'd say about a $0.5 million of that was St. Pete related. So that will go away in the future. But so a pretty modest impact from St. Pete should we remove those properties from the portfolio. I do expect sort of - hopefully the remaining JVs to grow a bit in 2025 versus 2024, given some of the investments. I mean, one of them - one of the RV parks just completed construction in '24. So it really is going to have its first full year following construction. So, it's a pretty modest investment that we have in JVs, particularly when we remove the two St. Pete properties. So these aren't huge numbers that we're talking about, but I do expect it to go down for St. Pete, then have a bit of a growth in the other JVs.

Okay. But then I guess just understanding that in the JVs, it sounds like even if from an accounting basis, they may operate at a loss or something, if you're going to get rid of them, like you'll just take that out of numbers or. And so it's therefore not a major impact. Is that kind of what's likely to happen?

Yes, correct. We'll see how the accounting shakes out. We’ve removed the EBITDA from St. Pete in the fourth quarter in our guidance. But yes, the expectation is that it'll just be removed. The EBITDA, the interest, and so forth going forward will be just taken out of the numbers.

Okay. And then my second question is, I think you all mentioned that some of your tenants are seeing cost pressures and so forth. Can you comment on just any sort of watch-list or even any smaller tenants that we might not be seeing on the major tenant list that are giving you any concern or cued on the coverage side at this point?

Not really, Tony. I mean, again, like, our coverage is still 2.6, which is 30% higher than when we went into pre-COVID. So again, it's holding up. I think everybody is dealing with the idea that it's not as easy to pass these cost pressures on. So on the margin we're seeing, as Greg mentioned, slight decreases in EBITDA, not enough that it's moved the needle yet. But there's no one that's kind of standing out as saying, I'm feeling it disproportionately or getting where an area of concern for us. As we've said, our watch-list is probably smaller than it's ever been in the last four or five years, given all the work that we did through COVID.

Okay. Thank you.

Thank you, Tony.

Our next question comes from Upal Rana at KeyBanc Capital Markets.

Great. Thanks for taking my question. As it pertains to the two St. Pete assets. Was there any business disruption insurance there that you can collect and if so, could you share with us any timing associated with that?

We are currently facing a business interruption situation. The relevant question is about a joint venture, and it's important to clarify that the lender will control all insurance proceeds. Given the extent of the issues, this could be a lengthy process. Considering the financial aspects moving forward and the reasons we've discussed today, we determined that investing additional capital here is not advisable due to the current cost structures. We'll need to wait and see how this develops with our partner. We believe we have taken a conservative approach in this situation. As Mark mentioned, the upside seems limited, with existing expenses related to remediation being managed. Our partners are actively addressing these matters. So, Upal, we don't have a clear sense of how everything will unfold.

Okay, got it. That was helpful. And then you mentioned the non-commoditized fitness and wellness assets in your prepared remarks. Could you give us a little more color on what these assets are and do you plan on doing more of those in the future?

I think what we're talking about is what you've seen, what we've done, whether it's the hot springs, whether it's the climbing gyms. I mean, this isn't your on the corner fitness facility with a bunch of machines. These are curated experiences for which people are willing to pay a premium and which for where there's increased demand for. It's really approaching two major demographic groups, that being the baby boomers and the millennials. Both of those people groups are valuing this kind of curated health and wellness. And we feel that that's a much greater kind of area of emphasis for us rather than the kind of commoditized fitness gym.

And I would add on the wellness side, in addition to the three hot springs resorts, we also have invested with Miraval, which is a spa hotel concept. And to Greg's point, we have three climbing gyms, so we're looking at holistically fitness and wellness.

Our next question comes from Jyoti Yadav at Citizens JMP Securities.

Hi, it's Mitch here. Actually, I'm curious about - I think you had said that the new loan in the Colorado Fitness asset, the hope was to convert that to net lease. So is there an option for that or is that a negotiation at the end of the term?

No, there's a hard option that has some tax credits that would be recoverable if we converted within a certain period of time. But beyond that, we have a free right to just convert it to a net lease asset.

So is that, I guess - Greg, I guess to expand that, is this sort of similar with some of the bigger tickets in your loan book, where there are actual options that exist with the loan to convert from loan to own?

You're 100% correct, Mitch. I mean, generally, the mortgages are structured to a net lease investment, and almost all of ours have that feature to convert it with defined economics that just allow us to flip the switch and get there.

And to that point, our mortgages, a lot of them have interest increases, which you typically wouldn't see in a mortgage because it's kind of like a lease.

Got you. Okay. And then, Mark, while I have you just piggybacking on Tony's question about the JV FFO, some seasonality, obviously, because of some of your lodging exposure, does that go away? Is that the way to think about it, or will there - still be some of that going forward?

I'd say most of the seasonality probably related to the RV parks. I think there was some seasonality related to St. Pete Beach. Just the magnitude of the numbers go down because St. Pete Beach was the biggest investment in the group of JVs. But I think there will still be some seasonality. If you think about RV parks, the sort of second and third quarter are their primary seasons. Well, and they're also subject to weather, Mitch, because they're outdoors. So you've got a couple of rainy weeks that impact. Yes.

Thank you.

Thank you, Mitch.

Our next question comes from Spenser Allaway at Green Street.

Thank you. I know you mentioned you're starting to get constructive on prospective asset sales within the education portfolio. So I realize it may be a little early to ask this, but just curious, based on your history in the space, do you have any sense of the composition of the depth or depth, excuse me, of the potential buyer pool for those assets.

Spencer, I think we've always felt like it's a pretty widely held asset within the net lease group and therefore we've had a lot of interest in it both from public players and private players. I think again, as we start to think about our recycling, we've just been engaging more from there and Greg maybe could comment, but I think we've had interest both from public and private, large and small, it's a fairly deep pool.

Okay. Great, thanks. And then as it relates to your Topgolf assets, these tend to be large assets and in the event that you did decide down the road to sell assets, can you just talk about the fungibility of these assets or perhaps the underlying real estate value just given where they tend to be located?

Yes, I mean again, these are generally large parcels and remember our ownership is generally in very major metropolitan areas. So again, these are high quality, performing. And if you go back and you look at Topgolf sales, most of the Topgolf sales have been low 7s or below. I mean we've got records of Fort Myers I think sold at a five in the last two years. So again, it's generally been a fairly robust market for their well-located assets.

Thank you.

Thank you.

Thank you. This concludes the question-and-answer session. I would now like to turn it back to Greg Silvers for closing remarks.

Well, thank you everyone for joining us today. We look forward to talking to you soon and have a very Happy Halloween tonight. Thanks so much. Bye, bye.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.