8-K
Epr Properties (EPR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2020
EPR Properties
(Exact name of registrant as specified in its charter)
| Maryland | 001-13561 | 43-1790877 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) | 909 Walnut Street, | Suite 200 | |||
| --- | --- | --- | --- | ||||
| Kansas City, | Missouri | 64106 | |||||
| (Address of principal executive offices) (Zip Code) | (816) | 472-1700 | |||||
| --- | --- |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, par value $0.01 per share | EPR | New York Stock Exchange |
| 5.75% Series C cumulative convertible preferred shares, par value $0.01 per share | EPR PrC | New York Stock Exchange |
| 9.00% Series E cumulative convertible preferred shares, par value $0.01 per share | EPR PrE | New York Stock Exchange |
| 5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share | EPR PrG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2020, the Company announced its results of operations and financial condition for the fourth quarter and year ended December 31, 2019. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.
In addition, on February 24, 2020, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the fourth quarter and year ended December 31, 2019, the text of which are set forth in Exhibits 99.2 and 99.3 hereto, respectively, and are hereby incorporated by reference herein.
The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit<br><br>No. | Description |
|---|---|
| 99.1 | Press Release dated February 24, 2020 issued by EPR Properties announcing its results of operations and financial condition for the fourth quarter and year ended December 31, 2019. |
| 99.2 | Investor slide presentation for the fourth quarter and year ended December 31, 2019, made available by EPR Properties on February 24, 2020. |
| 99.3 | Supplemental Operating and Financial Data for the fourth quarter and year ended December 31, 2019, made available by EPR Properties on February 24, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EPR PROPERTIES | |
|---|---|
| By: | /s/ Mark A. Peterson |
| Mark A. Peterson | |
| Executive Vice President, Treasurer and Chief Financial<br><br>Officer |
Date: February 24, 2020
Exhibit
Exhibit 99.1
EPR PROPERTIES REPORTS FOURTH QUARTER AND 2019 YEAR-END RESULTS
Announces Increase in Monthly Dividend and Introduces Guidance for 2020
Kansas City, MO, February 24 , 2020 -- EPR Properties (NYSE:EPR) today announced operating results for the fourth quarter and year ended December 31, 2019 (dollars in millions, except per share data):
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||
| Total revenue from continuing operations (1) | $ | 170.3 | $ | 150.9 | $ | 652.0 | $ | 639.9 |
| Net income available to common shareholders | 30.3 | 48.0 | 178.1 | 242.8 | ||||
| Net income available to common shareholders per diluted common share | 0.39 | 0.65 | 2.32 | 3.27 | ||||
| Funds From Operations as adjusted (FFOAA) (a non-GAAP financial measure) | 99.7 | 105.1 | 423.2 | 460.4 | ||||
| FFOAA per diluted common share (a non-GAAP financial measure) | 1.26 | 1.39 | 5.44 | 6.10 |
(1) Total revenue from continuing operations for the three months and year ended December 31, 2018 included $4.0 million and $71.3 million, respectively, in prepayment fees related to the pay-off of non-Education mortgage notes.
Fourth Quarter Company Headlines
| • | Experiential focus announced in November in conjunction with sale of public charter school portfolio |
|---|---|
| • | Solid fourth quarter caps off another highly productive year |
| --- | --- |
| • | Guidance introduced for 2020; Significant capital redeployment anticipated |
| --- | --- |
| • | Monthly dividend increase for common shares announced |
| --- | --- |
CEO Comments
“We had a strong finish to a very productive year,” stated Greg Silvers, President and CEO. “The sale of our public charter school portfolio marked a milestone in refocusing our growth on experiential real estate, which allows us to capitalize on both our extensive history in this sector and the trend of increasing consumer experiential spending. The ongoing durability in our tenant industries offers earnings stability and substantial growth opportunities, positioning us to continue building the premier experiential real estate portfolio.”
Portfolio Update
As previously announced and further described below, during the fourth quarter, the Company sold the largest portion of its Education portfolio, public charter schools, and is now strategically focused on investing in Experiential properties which the Company believes is a highly enduring and growing sector of the real estate industry. With this change, the Company now classifies its Entertainment and Recreation portfolios as Experiential while its remaining Education portfolio consists primarily of traditional net leases providing additional geographic and operator diversity. The Company's total investments (a non-GAAP financial measure) were approximately $6.7 billion at December 31, 2019 with Experiential totaling $6.0 billion, or 89%, and Education totaling $0.7 billion, or 11%.
The Company's Experiential portfolio (excluding property under development) consisted of the following property types (owned or financed) at December 31, 2019:
| • | 179 theatre properties; |
|---|---|
| • | 55 eat & play properties (including seven theatres located in entertainment districts); |
| --- | --- |
| • | 18 attraction properties; |
| --- | --- |
| • | 13 ski properties; |
| --- | --- |
| • | six experiential lodging properties; |
| --- | --- |
| • | one gaming property; |
| --- | --- |
| • | three cultural properties; and |
|---|---|
| • | seven fitness & wellness properties. |
| --- | --- |
As of December 31, 2019, the Company's owned Experiential portfolio consisted of approximately 19.2 million square feet, which was 99.1% leased and included $36.8 million in construction in progress and $24.6 million in undeveloped land inventory.
The Company's Education portfolio consisted of the following property types (owned or financed) at December 31, 2019:
| • | 72 early childhood education center properties; and |
|---|---|
| • | 16 private school properties. |
| --- | --- |
As of December 31, 2019, the Company's owned Education portfolio consisted of approximately 1.9 million square feet, which was 100% leased and included $3.5 million in undeveloped land inventory.
The combined owned portfolio consisted of 21.1 million square feet and was 99.1% leased.
Investment Update
The Company's investment spending for the three months ended December 31, 2019 totaled $110.0 million (bringing the full year 2019 investment spending to $794.7 million), and included the following:
| • | Experiential investment spending during the three months ended December 31, 2019 totaled $104.7 million, including the acquisition of three theatre properties for approximately $48.6 million, one mortgage note secured by a ski resort totaling $37.0 million and spending on build-to-suit development and redevelopment projects. |
|---|---|
| • | Education investment spending during the three months ended December 31, 2019 totaled $5.3 million, including spending on build-to-suit development and redevelopment of early childhood education centers. |
| --- | --- |
Capital Recycling
During the quarter, the Company completed the sale of its public charter school portfolio through the following transactions:
| • | On November 22, 2019, the Company sold 47 public charter school related assets, for net proceeds of approximately $449.6 million. The Company recognized an impairment on this portfolio sale of $21.4 million that included the write-off of non-cash straight-line rent and effective interest receivables totaling $24.8 million. |
|---|---|
| • | During the fourth quarter, the Company sold three other public charter schools, one of which was pursuant to a tenant purchase option, for net proceeds totaling $17.9 million and recognized a combined gain of $1.9 million. |
| --- | --- |
| • | On November 2, 2019, the Company received $9.8 million in proceeds representing prepayment in full on a mortgage note receivable that was secured by one public charter school property. |
| --- | --- |
Due to the Company's disposition of its remaining public charter school portfolio in 2019, the operating results of all the public charter schools that were sold during 2019 have been classified within discontinued operations in the Company's consolidated statements of income for all periods.
Additionally, during the fourth quarter, the Company completed the sale of an attraction property and received an $11.0 million cash payment and provided seller mortgage financing of $27.4 million which matures in five years. Lastly, the Company sold two land parcels for net proceeds of $4.4 million. The Company recognized a combined gain on these sales of $3.7 million.
Disposition proceeds (excluding seller mortgage financing) and mortgage note pay-offs (excluding principal amortization and including prepayment fees) totaled $492.7 million and $882.9 million for the three months and year ended December 31, 2019, respectively.
Balance Sheet Update
The Company had a net debt to adjusted EBITDA ratio (a non-GAAP financial measure) of 4.7x at December 31, 2019. The Company had $528.8 million of unrestricted cash on hand and no outstanding balance under its $1.0 billion unsecured revolving credit facility at December 31, 2019.
During the quarter, the Company issued 223 thousand common shares under its Dividend Reinvestment and Direct Share Purchase Plan for net proceeds of $17.0 million. The year to date issuances under this plan total 4.0 million common shares for net proceeds of $305.9 million.
Dividend Information
The Company's Board of Trustees declared its monthly cash dividend to common shareholders of $0.3825 per share payable April 15, 2020 to shareholders of record as of March 31, 2020. This dividend represents an annualized dividend of $4.59 per common share, an increase of 2% over the prior year and the Company's tenth consecutive year with a dividend increase.
The Company's Board of Trustees also declared its regular quarterly dividends to preferred shareholders of $0.359375 per share on its 5.75% Series C cumulative convertible preferred shares, $0.5625 per share on its 9.00% Series E cumulative convertible preferred shares and $0.359375 per share on its 5.75% Series G cumulative redeemable preferred shares, payable April 15, 2020 to shareholders of record as of March 31, 2020.
2020 Guidance
| (Dollars in millions, except per share data): | |||||
|---|---|---|---|---|---|
| Measure | 2020 Guidance | ||||
| Net income available to common shareholders per diluted common share | $ | 2.92 | to | $ | 3.12 |
| FFOAA per diluted common share | $ | 5.19 | to | $ | 5.39 |
| Investment spending | $ | 1,600 | to | $ | 1,800 |
| Disposition proceeds | $ | 50 | to | $ | 100 |
The Company is introducing its 2020 guidance for FFOAA per diluted common share of $5.19 to $5.39, the midpoint of which represents approximately 4% growth over 2019 excluding termination and prepayment fees that related primarily to the Company's public charter school portfolio sold in 2019.
The 2020 guidance for FFOAA per diluted share is based on a FFO per diluted common share range of $5.17 to $5.37 adjusted for transaction costs and deferred income tax expense. FFO per diluted common share for 2020 is based on a net income available to common shareholders per diluted common share range of $2.92 to $3.12 less estimated gain on sale of real estate of $0.03 and the impact of Series C and Series E dilution of $0.06, plus estimated real estate depreciation of $2.31 and allocated share of joint venture depreciation of $0.03 (in accordance with the NAREIT definition of FFO).
The Company's guidance for 2020 includes an anticipated investment of approximately $1.0 billion in a gaming venue. The Company has entered into a non-binding term sheet with respect to the investment, and made significant
progress on the definitive agreements, which the Company expects the parties to finalize and execute in the coming weeks. The Company expects to close this investment in the second quarter of 2020.
The Company expects to fund the anticipated gaming venue investment, as well as the other investments included in the investment spending guidance for 2020, with cash on hand or borrowings under the Company's unsecured revolving credit facility, as well as debt and equity financing alternatives. The availability and terms of any such financing will depend upon market and other conditions.
Additional earnings guidance detail can be found in the Company's supplemental information package available in the Investor Center on the Company's website located at http://investors.eprkc.com/earnings-supplementals.
Conference Call Information
Management will host a conference call to discuss the Company's financial results on February 25, 2020 at 8:30 a.m. Eastern Daylight Time. The conference will be webcast and can be accessed via the Earnings Call page in the Investor Center on the Company's website located at http://investors.eprkc.com/webcasts. To access the call, audio only, dial (866) 587-2930 and when prompted, provide the passcode 7013678.
You may watch a replay of the webcast by visiting the Earnings Call page at http://investors.eprkc.com/earnings-call.
Quarterly and Year-end Supplemental
The Company's supplemental information package for the fourth quarter and year ended December 31, 2019 is available in the Investor Center on the Company's website located at http://investors.eprkc.com/earnings-supplementals.
EPR Properties
Consolidated Statements of Income
(Unaudited, dollars in thousands except per share data)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||||||
| Rental revenue | $ | 154,765 | $ | 133,491 | $ | 593,022 | $ | 509,086 | ||||
| Other income | 8,386 | 435 | 25,920 | 2,076 | ||||||||
| Mortgage and other financing income | 7,195 | 16,991 | 33,027 | 128,759 | ||||||||
| Total revenue | 170,346 | 150,917 | 651,969 | 639,921 | ||||||||
| Property operating expense | 16,097 | 8,285 | 60,739 | 29,654 | ||||||||
| Other expense | 10,173 | 325 | 29,667 | 443 | ||||||||
| General and administrative expense | 10,831 | 12,165 | 46,371 | 48,889 | ||||||||
| Severance expense | 423 | 5,938 | 2,364 | 5,938 | ||||||||
| Litigation settlement expense | — | — | — | 2,090 | ||||||||
| Costs associated with loan refinancing or payoff | — | — | 38,269 | 31,958 | ||||||||
| Interest expense, net | 34,914 | 33,584 | 142,002 | 135,870 | ||||||||
| Transaction costs | 5,784 | 1,583 | 23,789 | 3,698 | ||||||||
| Impairment charges | 2,206 | 10,735 | 2,206 | 27,283 | ||||||||
| Depreciation and amortization | 42,398 | 35,728 | 158,834 | 138,395 | ||||||||
| Income before equity in loss from joint ventures, other items and discontinued operations | 47,520 | 42,574 | 147,728 | 215,703 | ||||||||
| Equity in loss from joint ventures | (905 | ) | (5 | ) | (381 | ) | (22 | ) | ||||
| Gain on sale of real estate | 3,717 | 349 | 4,174 | 3,037 | ||||||||
| Gain on sale of investment in direct financing leases | — | — | — | 5,514 | ||||||||
| Income before income taxes | 50,332 | 42,918 | 151,521 | 224,232 | ||||||||
| Income tax benefit (expense) | 530 | (108 | ) | 3,035 | (2,285 | ) | ||||||
| Income from continuing operations | $ | 50,862 | $ | 42,810 | $ | 154,556 | $ | 221,947 | ||||
| Discontinued operations: | ||||||||||||
| Income from discontinued operations before other items | 4,937 | 11,221 | 37,241 | 45,036 | ||||||||
| Impairment on public charter school portfolio sale | (21,433 | ) | — | (21,433 | ) | — | ||||||
| Gain on sale of real estate from discontinued operations | 1,931 | — | 31,879 | — | ||||||||
| (Loss) income from discontinued operations | (14,565 | ) | 11,221 | 47,687 | 45,036 | |||||||
| Net income | 36,297 | 54,031 | 202,243 | 266,983 | ||||||||
| Preferred dividend requirements | (6,034 | ) | (6,034 | ) | (24,136 | ) | (24,142 | ) | ||||
| Net income available to common shareholders of EPR Properties | $ | 30,263 | $ | 47,997 | $ | 178,107 | $ | 242,841 | ||||
| Net income available to common shareholders of EPR Properties per share: | ||||||||||||
| Continuing operations | $ | 0.57 | $ | 0.50 | $ | 1.70 | $ | 2.66 | ||||
| Discontinued operations | (0.18 | ) | 0.15 | 0.62 | 0.61 | |||||||
| Basic | $ | 0.39 | $ | 0.65 | $ | 2.32 | $ | 3.27 | ||||
| Continuing operations | $ | 0.57 | $ | 0.50 | $ | 1.70 | $ | 2.66 | ||||
| Discontinued operations | (0.18 | ) | 0.15 | 0.62 | 0.61 | |||||||
| Diluted | $ | 0.39 | $ | 0.65 | $ | 2.32 | $ | 3.27 | ||||
| Shares used for computation (in thousands): | ||||||||||||
| Basic | 78,456 | 74,343 | 76,746 | 74,292 | ||||||||
| Diluted | 78,485 | 74,402 | 76,782 | 74,337 |
EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
| December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Assets | ||||
| Real estate investments, net of accumulated depreciation of $989,254 and $883,174 at December 31, 2019 and 2018, respectively | $ | 5,197,308 | $ | 5,024,057 |
| Land held for development | 28,080 | 34,177 | ||
| Property under development | 36,756 | 287,546 | ||
| Operating lease right-of-use assets | 211,187 | — | ||
| Mortgage notes and related accrued interest receivable | 357,391 | 517,467 | ||
| Investment in direct financing leases, net | — | 20,558 | ||
| Investment in joint ventures | 34,317 | 34,486 | ||
| Cash and cash equivalents | 528,763 | 5,872 | ||
| Restricted cash | 2,677 | 12,635 | ||
| Accounts receivable | 86,858 | 98,369 | ||
| Other assets | 94,174 | 96,223 | ||
| Total assets | $ | 6,577,511 | $ | 6,131,390 |
| Liabilities and Equity | ||||
| Accounts payable and accrued liabilities | $ | 122,939 | $ | 168,463 |
| Operating lease liabilities | 235,650 | — | ||
| Dividends payable | 35,458 | 32,799 | ||
| Unearned rents and interest | 74,829 | 79,051 | ||
| Debt | 3,102,830 | 2,986,054 | ||
| Total liabilities | 3,571,706 | 3,266,367 | ||
| Total equity | $ | 3,005,805 | $ | 2,865,023 |
| Total liabilities and equity | $ | 6,577,511 | $ | 6,131,390 |
The historical financial results of the public charter schools sold by the Company in 2019 are reflected in the Company's consolidated statements of income as discontinued operations for all periods presented. The operating results relating to discontinued operations are as follows (dollars in thousands):
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | |||||||||
| Rental revenue | $ | 5,231 | $ | 12,024 | $ | 36,289 | $ | 47,277 | ||||
| Mortgage and other financing income | 1,863 | 3,546 | 14,284 | 13,533 | ||||||||
| Total revenue | 7,094 | 15,570 | 50,573 | 60,810 | ||||||||
| Property operating expense | (11 | ) | 605 | 573 | 1,102 | |||||||
| Costs associated with loan refinancing or payoff | 43 | — | 181 | — | ||||||||
| Interest expense, net | (7 | ) | (69 | ) | (351 | ) | (363 | ) | ||||
| Depreciation and amortization | 2,132 | 3,813 | 12,929 | 15,035 | ||||||||
| Income from discontinued operations before other items | 4,937 | 11,221 | 37,241 | 45,036 | ||||||||
| Impairment on public charter school portfolio sale | (21,433 | ) | — | (21,433 | ) | — | ||||||
| Gain on sale of real estate | 1,931 | — | 31,879 | — | ||||||||
| (Loss) income from discontinued operations | $ | (14,565 | ) | $ | 11,221 | $ | 47,687 | $ | 45,036 |
Non-GAAP Financial Measures
Funds From Operations (FFO) and Funds From Operations As Adjusted (FFOAA)
The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition.
In addition to FFO, the Company presents FFOAA. FFOAA is presented by adding to FFO costs (gain) associated with loan refinancing or payoff, net, transaction costs, severance expense, litigation settlement expense, preferred share redemption costs, termination fees associated with tenants' exercises of public charter school buy-out options and provision for loan losses and subtracting gain on early extinguishment of debt, gain on insurance recovery and deferred income tax (benefit) expense.
FFO and FFOAA are widely used measures of the operating performance of real estate companies and are provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share, and management provides FFO and FFOAA herein because it believes this information is useful to investors in this regard. FFO and FFOAA are non-GAAP financial measures. FFO and FFOAA do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFOAA the same way so comparisons with other REITs may not be meaningful. The following table summarizes FFO and FFOAA for the three months and year ended December 31, 2019 and 2018 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure:
EPR Properties
Reconciliation of Non-GAAP Financial Measures
| (Unaudited, dollars in thousands except per share data) | Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||||||||||
| FFO: | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | 30,263 | $ | 47,997 | $ | 178,107 | $ | 242,841 | |||||
| Gain on sale of real estate | (5,648 | ) | (349 | ) | (36,053 | ) | (3,037 | ) | |||||
| Gain on sale of investment in direct financing leases | — | — | — | (5,514 | ) | ||||||||
| Impairment charges | 23,639 | 10,735 | 23,639 | 27,283 | |||||||||
| Real estate depreciation and amortization | 44,242 | 39,297 | 170,717 | 152,508 | |||||||||
| Allocated share of joint venture depreciation | 551 | 56 | 2,213 | 226 | |||||||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 97,736 | $ | 338,623 | $ | 414,307 | |||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 97,736 | $ | 338,623 | $ | 414,307 | |||||
| Add: Preferred dividends for Series C preferred shares | 1,937 | 1,939 | 7,754 | 7,759 | |||||||||
| Add: Preferred dividends for Series E preferred shares | 1,939 | 1,939 | 7,756 | 7,756 | |||||||||
| Diluted FFO available to common shareholders of EPR Properties | $ | 96,923 | $ | 101,614 | $ | 354,133 | $ | 429,822 | |||||
| FFOAA: | |||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 97,736 | 338,623 | $ | 414,307 | ||||||
| Costs associated with loan refinancing or payoff | 43 | — | 38,450 | 31,958 | |||||||||
| Transaction costs | 5,784 | 1,583 | 23,789 | 3,698 | |||||||||
| Severance expense | 423 | 5,938 | 2,364 | 5,938 | |||||||||
| Litigation settlement expense | — | — | — | 2,090 | |||||||||
| Termination fees included in gain on sale | 1,217 | — | 24,075 | 1,864 | |||||||||
| Deferred income tax (benefit) expense | (847 | ) | (182 | ) | (4,115 | ) | 573 | ||||||
| FFOAA available to common shareholders of EPR Properties | $ | 99,667 | $ | 105,075 | $ | 423,186 | $ | 460,428 | |||||
| FFO available to common shareholders of EPR Properties | $ | 99,667 | $ | 105,075 | $ | 423,186 | $ | 460,428 | |||||
| Add: Preferred dividends for Series C preferred shares | 1,937 | 1,939 | 7,754 | 7,759 | |||||||||
| Add: Preferred dividends for Series E preferred shares | 1,939 | 1,939 | 7,756 | 7,756 | |||||||||
| Diluted FFO available to common shareholders of EPR Properties | $ | 103,543 | $ | 108,953 | $ | 438,696 | $ | 475,943 | |||||
| FFO per common share: | |||||||||||||
| Basic | $ | 1.19 | $ | 1.31 | $ | 4.41 | $ | 5.58 | |||||
| Diluted | 1.18 | 1.30 | 4.39 | 5.51 | |||||||||
| FFOAA per common share: | |||||||||||||
| Basic | $ | 1.27 | $ | 1.41 | $ | 5.51 | $ | 6.20 | |||||
| Diluted | 1.26 | 1.39 | 5.44 | 6.10 | |||||||||
| Shares used for computation (in thousands): | |||||||||||||
| Basic | 78,456 | 74,343 | 76,746 | 74,292 | |||||||||
| Diluted | 78,485 | 74,402 | 76,782 | 74,337 | |||||||||
| Weighted average shares outstanding-diluted EPS | 78,485 | 74,402 | 76,782 | 74,337 | |||||||||
| Effect of dilutive Series C preferred shares | 2,184 | 2,133 | 2,164 | 2,114 | |||||||||
| Effect of dilutive Series E preferred shares | 1,640 | 1,615 | 1,631 | 1,607 | |||||||||
| Adjusted weighted average shares outstanding-diluted Series C and Series E | 82,309 | 78,150 | 80,577 | 78,058 | |||||||||
| Other financial information: | |||||||||||||
| Straight-lined rental revenue | $ | 3,516 | $ | 3,216 | $ | 13,552 | $ | 10,229 | |||||
| Dividends per common share | $ | 1.125 | $ | 1.080 | $ | 4.500 | $ | 4.320 |
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income for all periods.
The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO and FFOAA per share for the three months and year ended December 31, 2019 and 2018. Therefore, the additional common shares that would result from the conversion and
the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share for these periods.
Net Debt
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. The Company's method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
EBITDAre
NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs (gain) associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
Adjusted EBITDA
Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, litigation settlement expense, the provision for loan losses, transaction costs and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount.
The Company's method of calculating Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDA is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered as an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
Net Debt to Adjusted EBITDA Ratio
Net Debt to Adjusted EBITDA Ratio is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate our capital structure and the magnitude of our debt against our operating performance. The Company believes that investors commonly use versions of this ratio in a similar manner. In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating Net Debt to Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Reconciliations of debt and net income (both reported in accordance with GAAP) to Net Debt, EBITDAre, Adjusted EBITDA, and Net Debt to Adjusted EBITDA Ratio (each of which is a non-GAAP financial measure) are included in the following tables (unaudited, in thousands):
| December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Net Debt: | ||||||
| Debt | $ | 3,102,830 | $ | 2,986,054 | ||
| Deferred financing costs, net | 37,165 | 33,941 | ||||
| Cash and cash equivalents | (528,763 | ) | (5,872 | ) | ||
| Net Debt | $ | 2,611,232 | $ | 3,014,123 | ||
| Three Months Ended December 31, | ||||||
| 2019 | 2018 | |||||
| EBITDAre and Adjusted EBITDA: | ||||||
| Net income | $ | 36,297 | $ | 54,031 | ||
| Interest expense, net | 34,907 | 33,515 | ||||
| Income tax (benefit) expense | (530 | ) | 108 | |||
| Depreciation and amortization | 44,530 | 39,541 | ||||
| Gain on sale of real estate | (5,648 | ) | (349 | ) | ||
| Impairment charges | 23,639 | 10,735 | ||||
| Costs associated with loan refinancing or payoff | 43 | — | ||||
| Equity in loss from joint ventures | 905 | 5 | ||||
| EBITDAre (for the quarter) | $ | 134,143 | $ | 137,586 | ||
| Severance expense | 423 | 5,938 | ||||
| Transaction costs | 5,784 | 1,583 | ||||
| Prepayment fees | — | (7,391 | ) | |||
| Adjusted EBITDA (for the quarter) | $ | 140,350 | $ | 137,716 | ||
| Adjusted EBITDA (1) | $ | 561,400 | $ | 550,864 | ||
| Net Debt/Adjusted EBITDA Ratio | 4.7 | 5.5 | ||||
| (1) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount. | ||||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. |
Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in direct financing leases, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total investments to total assets (computed in accordance with GAAP) is included in the following table (unaudited, in thousands):
| December 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| Total Investments: | ||||||
| Real estate investments, net of accumulated depreciation | $ | 5,197,308 | $ | 5,024,057 | ||
| Add back accumulated depreciation on real estate investments | 989,254 | 883,174 | ||||
| Land held for development | 28,080 | 34,177 | ||||
| Property under development | 36,756 | 287,546 | ||||
| Mortgage notes and related accrued interest receivable | 357,391 | 517,467 | ||||
| Investment in direct financing leases, net | — | 20,558 | ||||
| Investment in joint ventures | 34,317 | 34,486 | ||||
| Intangible assets, gross (1) | 57,385 | 51,414 | ||||
| Notes receivable and related accrued interest receivable, net (1) | 14,026 | 5,445 | ||||
| Total investments | $ | 6,714,517 | $ | 6,858,324 | ||
| Total investments | $ | 6,714,517 | $ | 6,858,324 | ||
| Cash and cash equivalents | 528,763 | 5,872 | ||||
| Restricted cash | 2,677 | 12,635 | ||||
| Operating lease right-of-use assets | 211,187 | — | ||||
| Accounts receivable | 86,858 | 98,369 | ||||
| Less: accumulated depreciation on real estate investments | (989,254 | ) | (883,174 | ) | ||
| Less: accumulated amortization on intangible assets | (12,693 | ) | (8,923 | ) | ||
| Prepaid expenses and other current assets | 35,456 | 48,287 | ||||
| Total assets | $ | 6,577,511 | $ | 6,131,390 | ||
| (1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following: | ||||||
| December 31, 2019 | December 31, 2018 | |||||
| Intangible assets, gross | $ | 57,385 | $ | 51,414 | ||
| Less: accumulated amortization on intangible assets | (12,693 | ) | (8,923 | ) | ||
| Notes receivable and related accrued interest receivable, net | 14,026 | 5,445 | ||||
| Prepaid expenses and other current assets | 35,456 | 48,287 | ||||
| Total other assets | $ | 94,174 | $ | 96,223 |
About EPR Properties
EPR Properties is a leading experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have over $6.7 billion in total investments across 44 states. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage, and the potential for higher growth and better yields. Further information is available at www.eprkc.com.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, expected dividend payments, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. In addition, references to our budgeted amounts and guidance are forward-looking statements. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. In particular, the anticipated gaming venue investment is subject to the parties' entry into definitive agreements, as well as the completion of confirmatory due diligence, and the closing of such transaction will be subject to customary closing conditions to be included in the definitive agreements, including regulatory approvals. There can be no assurances that definitive agreements will be entered into or that the investment will be consummated in the time presently expected, if at all. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
EPR Properties
Brian Moriarty, 888-EPR-REIT
www.eprkc.com
q42019earningscall

Fourth Quarter and Year End 2019 Earnings Call February 25, 2020

INTRODUCTORY COMMENTS This information is as of the date indicated and, to our knowledge, was timely and accurate when presented. We are under no obligation to update or remove outdated information other than as required by applicable law or regulation. 2

HEADLINES 1. Strategic Refocus Creates a Stronger Company 3

HEADLINES 1. Strategic Refocus Creates a Stronger Company 2. Experiential Opportunity Sets the Stage for Growth 4

HEADLINES 1. Strategic Refocus Creates a Stronger Company 2. Experiential Opportunity Sets the Stage for Growth 3. Seizing the Opportunity – Concerted Acquisition Process Begins Paying Off 5

HEADLINES 1. Strategic Refocus Creates a Stronger Company 2. Experiential Opportunity Sets the Stage for Growth 3. Seizing the Opportunity – Concerted Acquisition Process Begins Paying Off 4. Introducing Guidance for 2020 6

PORTFOLIO UPDATE 7

PORTFOLIO OVERVIEW Portfolio Snapshot Q4 Update $6.7B Total Investments* Investment Spending $110M Occupancy at 99% Proceeds from Dispositions 370 Properties, 65 Operators $492.7M overall ** Company-level rent coverage 1.92x $477.3M from charter school sales * See investor supplemental for the applicable period for definitions and calculations of this Non-GAAP measure ** Coverage numerator is customer's store level EBITDARM and denominator is EPR's minimum rent or interest (excludes non-cash straight-line rent or interest income from the effective interest method of accounting). Coverage is weighted average. Theatres, Eat and Play, Experiential Lodging, Cultural, Fitness and Wellness, and Early Childhood Education data is TTM September 2019. Attractions data is TTM August 2019. Private School data is TTM June 2019. Ski data is TTM April 2019. 8

EXPERIENTIAL PORTFOLIO PORTFOLIO HIGHLIGHTS 282 PROPERTIES IN SERVICE 48 OPERATORS 99% OCCUPIED $6B Investment Spending INVESTED* • Alyeska Resort for $37M • 3 Theatres for $48.6M 2 PROPERTIES UNDER DEVELOPMENT * See investor supplemental for the applicable period for definitions and calculations of this Non-GAAP measure 9

INVESTING STRATEGY 10

FINANCIAL REVIEW 11

FINANCIAL HIGHLIGHTS Financial Performance* Quarter ended December 31, 2019 2018 $ Change % Change Total Revenue (Continuing Ops) $170.3 $150.9 $19.4 13% Net Income - Common 30.3 48.0 (17.7) (37%) FFO – Common* 93.0 97.7 (4.7) (5%) FFO as adj. – Common* 99.7 105.1 (5.4) (5%) Net Income/share – Common 0.39 0.65 (0.26) (40%) FFO/share – Common* 1.18 1.30 (0.12) (9%) FFO/share - Common, as adj.* 1.26 1.39 (0.13) (9%) (In millions except per-share data) * See investor supplementals for the applicable periods for definitions and calculations of these non- GAAP measures 12

FINANCIAL HIGHLIGHTS Financial Performance* Year ended December 31, 2019 2018 $ Change % Change Total Revenue (Continuing Ops) $652.0 $639.9 $12.1 2% Net Income - Common 178.1 242.8 (64.7) (27%) FFO – Common* 338.6 414.3 (75.7) (18%) FFO as adj. – Common* 423.2 460.4 (37.2) (8%) Net Income/share – Common 2.32 3.27 (0.95) (29%) FFO/share – Common* 4.39 5.51 (1.12) (20%) FFO/share - Common, as adj.* 5.44 6.10 (0.66) (11%) (In millions except per-share data) * See investor supplementals for the applicable periods for definitions and calculations of these non- GAAP measures 13

FINANCIAL HIGHLIGHTS Key Ratios* Quarter ended December 31, 2019 2018 Net debt to Adjusted EBITDA 4.7x 5.5x Fixed charge coverage 3.3x 3.3x Debt service coverage 3.8x 3.8x Net debt to gross assets (book) 35% 43% Net debt to gross assets (market) 31% 37% FFO as adjusted payout 89% 78% * See investor supplementals for the applicable periods for definitions and calculations for these non-GAAP measures. Net debt to Adjusted EBITDA and coverage ratios exclude all termination and prepayment fees. 14

CAPITAL MARKETS UPDATE Total Debt is $3.1B at 12/31/19 • All is fixed rate or fixed through int. rate swaps; wtd. avg. = 4.3% • No balance on $1B revolver; $528.8M unrestricted cash • Weighted average debt maturity ~7 years; No debt maturities until 2023 Low Cost Equity Issuance Through DSPP • Issued 0.2M common shares in Q4 for net proceeds of $17M • YE total = 4.0M common shares for net proceeds of $306M 15

INTRODUCING 2020 GUIDANCE 2020 Guidance FFO AS ADJUSTED PER SHARE $5.19 - $5.39 INVESTMENT SPENDING $1.6B - $1.8B DISPOSITION PROCEEDS $50M - $100M 16

CLOSING COMMENTS 17

EPR Properties 909 Walnut Street, Suite 200 Kansas City, MO 64106 www.eprkc.com 816-472-1700 info@eprkc.com
Exhibit
Exhibit 99.3

| Supplemental Operating and Financial Data |
|---|
| Fourth Quarter and Year Ended December 31, 2019 |
| TABLE OF CONTENTS | |
|---|---|
| SECTION | PAGE |
| Company Profile | 4 |
| Investor Information | 5 |
| Selected Financial Information | 6 |
| Selected Balance Sheet Information | 7 |
| Selected Operating Data | 8 |
| Funds From Operations and Funds From Operations as Adjusted | 9 |
| Adjusted Funds From Operations | 10 |
| Capital Structure | 11 |
| Summary of Ratios | 16 |
| Summary of Mortgage Notes Receivable | 17 |
| Investment Spending and Disposition Summaries | 18 |
| Property Under Development - Investment Spending Estimates | 19 |
| Annualized Adjusted Revenue by Property Type | 20 |
| Lease Expirations | 21 |
| Top Ten Customers by Total Revenue | 22 |
| Net Asset Value (NAV) Components | 23 |
| Guidance | 24 |
| Definitions-Non-GAAP Financial Measures | 25 |
| Appendix-Reconciliation of Certain Non-GAAP Financial Measures | 28 |
| Q4 2019 Supplemental | Page 2 |
| --- | --- |
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS |
|---|
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. In addition, references to our budgeted amounts and guidance are forward-looking statements. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. In particular, the anticipated gaming venue investment is subject to the parties' entry into definitive agreements, as well as the completion of confirmatory due diligence, and the closing of such transaction will be subject to customary closing conditions to be included in the definitive agreements, including regulatory approvals. There can be no assurances that definitive agreements will be entered into or that the investment will be consummated in the time presently expected, if at all. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
NON-GAAP INFORMATION
This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 25 through 27 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 28 through 33.
| Q4 2019 Supplemental | Page 3 |
|---|
| COMPANY PROFILE | | --- || THE COMPANY | COMPANY STRATEGY | | --- | --- | | EPR Properties ("EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997. | EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share. | | Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity. | Our strategic growth is focused on acquiring or developing experiential real estate venues which create value by facilitating out of home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. These are properties which make up the social infrastructure of society. | | | This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments. | | | As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles: || BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO | | --- | | Q4 2019 Supplemental | Page 4 | | --- | --- |
| INVESTOR INFORMATION | |||||
|---|---|---|---|---|---|
| SENIOR MANAGEMENT | |||||
| Greg Silvers | Mark Peterson | ||||
| President and Chief Executive Officer | Executive Vice President and Chief Financial Officer | ||||
| Craig Evans | Greg Zimmerman | ||||
| Executive Vice President, General Counsel and Secretary | Executive Vice President and Chief Investment Officer | ||||
| Tonya Mater | Mike Hirons | ||||
| Vice President and Chief Accounting Officer | Senior Vice President - Asset Management | COMPANY INFORMATION | |||
| --- | --- | ||||
| CORPORATE HEADQUARTERS | TRADING SYMBOLS | ||||
| 909 Walnut Street, Suite 200 | Common Stock: | ||||
| Kansas City, MO 64106 | EPR | ||||
| 888-EPR-REIT | Preferred Stock: | ||||
| www.eprkc.com | EPR-PrC | ||||
| EPR-PrE | |||||
| STOCK EXCHANGE LISTING | EPR-PrG | ||||
| New York Stock Exchange | EQUITY RESEARCH COVERAGE | ||||
| --- | --- | --- | |||
| Bank of America Merrill Lynch | Jeffrey Spector/Joshua Dennerlein | 646-855-1363 | |||
| Citi Global Markets | Michael Bilerman/Nick Joseph | 212-816-4471 | |||
| Janney Montgomery Scott | Rob Stevenson | 646-840-3217 | |||
| J.P. Morgan | Anthony Paolone/Nikita Bely | 212-622-6682 | |||
| Kansas City Capital Associates | Jonathan Braatz | 816-932-8019 | |||
| Keybanc Capital Markets | Jordan Sadler/Craig Mailman | 917-368-2280 | |||
| Ladenburg Thalmann | John Massocca | 212-409-2056 | |||
| Raymond James & Associates | Collin Mings | 727-567-2585 | |||
| RBC Capital Markets | Michael Carroll | 440-715-2649 | |||
| Stifel | Simon Yarmak | 443-224-1345 | |||
| SunTrust Robinson Humphrey | Ki Bin Kim | 212-303-4124 |
EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
| Q4 2019 Supplemental | Page 5 |
|---|
| SELECTED FINANCIAL INFORMATION | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS AND SHARES IN THOUSANDS) | ||||||||||
| THREE MONTHS ENDED DECEMBER 31, | YEAR ENDED DECEMBER 31, | |||||||||
| Operating Information: | 2019 | 2018 | 2019 | 2018 | ||||||
| Revenue (1) | $ | 170,346 | $ | 150,917 | $ | 651,969 | $ | 639,921 | ||
| Net income available to common shareholders of EPR Properties | 30,263 | 47,997 | 178,107 | 242,841 | ||||||
| EBITDAre (2) | 134,143 | 137,586 | 539,038 | 608,917 | ||||||
| Adjusted EBITDA (2) | 140,350 | 137,716 | 562,531 | 545,933 | ||||||
| Interest expense, net (1) | 34,914 | 33,584 | 142,002 | 135,870 | ||||||
| Capitalized interest | 273 | 2,669 | 5,326 | 9,904 | ||||||
| Straight-lined rental revenue | 3,516 | 3,216 | 13,552 | 10,229 | ||||||
| Dividends declared on preferred shares | 6,034 | 6,034 | 24,136 | 24,142 | ||||||
| Dividends declared on common shares | 88,269 | 80,292 | 346,216 | 321,119 | ||||||
| General and administrative expense | 10,831 | 12,165 | 46,371 | 48,889 | ||||||
| DECEMBER 31, | ||||||||||
| Balance Sheet Information: | 2019 | 2018 | ||||||||
| Total assets | $ | 6,577,511 | $ | 6,131,390 | ||||||
| Accumulated depreciation | 989,254 | 883,174 | ||||||||
| Total assets before accumulated depreciation (gross assets) | 7,566,765 | 7,014,564 | ||||||||
| Cash and cash equivalents | 528,763 | 5,872 | ||||||||
| Debt | 3,102,830 | 2,986,054 | ||||||||
| Deferred financing costs, net | 37,165 | 33,941 | ||||||||
| Net debt (2) | 2,611,232 | 3,014,123 | ||||||||
| Equity | 3,005,805 | 2,865,023 | ||||||||
| Common shares outstanding | 78,463 | 74,348 | ||||||||
| Total market capitalization (using EOP closing price) | 8,524,889 | 8,145,652 | ||||||||
| Net debt/total market capitalization | 31 | % | 37 | % | ||||||
| Net debt/gross assets | 35 | % | 43 | % | ||||||
| Net debt/Adjusted EBITDA (3) | 4.7 | 5.5 | ||||||||
| Adjusted net debt/Annualized adjusted EBITDA (2)(4)(5) | 4.8 | 5.4 | ||||||||
| (1) Excludes discontinued operations. | ||||||||||
| (2) See pages 25 through 27 for definitions. See calculation as applicable on page 33. | ||||||||||
| (3) Adjusted EBITDA is for the quarter multiplied times four. See pages 25 through 27 for definitions. See calculation on page 33. | ||||||||||
| (4) Adjusted net debt is net debt less 40% times property under development. See pages 25 through 27 for definitions. | ||||||||||
| (5) Annualized adjusted EBITDA is adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 33 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 25 through 27 for definitions. | ||||||||||
| Q4 2019 Supplemental | Page 6 | |||||||||
| --- | --- |
| SELECTED BALANCE SHEET INFORMATION | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||||||||
| ASSETS | 4TH QUARTER 2019 | 3ND QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | ||||||||||||
| Real estate investments | $ | 6,186,562 | $ | 6,558,790 | $ | 6,553,052 | $ | 5,992,707 | $ | 5,907,231 | $ | 5,740,235 | ||||||
| Less: accumulated depreciation | (989,254 | ) | (989,480 | ) | (954,806 | ) | (920,409 | ) | (883,174 | ) | (848,280 | ) | ||||||
| Land held for development | 28,080 | 28,080 | 28,080 | 28,080 | 34,177 | 31,076 | ||||||||||||
| Property under development | 36,756 | 31,825 | 80,695 | 315,237 | 287,546 | 289,228 | ||||||||||||
| Operating lease right-of-use assets | 211,187 | 219,459 | 220,758 | 211,299 | — | — | ||||||||||||
| Mortgage notes and related accrued interest receivable | 357,391 | 413,695 | 550,131 | 527,627 | 517,467 | 572,700 | ||||||||||||
| Investment in direct financing leases, net | — | 20,727 | 20,675 | 20,616 | 20,558 | 20,495 | ||||||||||||
| Investment in joint ventures | 34,317 | 35,222 | 35,658 | 35,188 | 34,486 | 5,018 | ||||||||||||
| Cash and cash equivalents | 528,763 | 115,839 | 6,927 | 11,116 | 5,872 | 74,153 | ||||||||||||
| Restricted cash | 2,677 | 5,929 | 5,010 | 11,166 | 12,635 | 22,031 | ||||||||||||
| Accounts receivable | 86,858 | 99,190 | 108,433 | 111,146 | 98,369 | 104,757 | ||||||||||||
| Other assets | 94,174 | 94,014 | 92,042 | 87,458 | 96,223 | 102,657 | ||||||||||||
| Total assets | $ | 6,577,511 | $ | 6,633,290 | $ | 6,746,655 | $ | 6,431,231 | $ | 6,131,390 | $ | 6,114,070 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 122,939 | $ | 121,351 | $ | 126,015 | $ | 117,746 | $ | 168,463 | $ | 138,829 | ||||||
| Operating lease liabilities | 235,650 | 244,358 | 245,372 | 235,612 | — | — | ||||||||||||
| Common dividends payable | 29,424 | 29,340 | 29,084 | 28,306 | 26,765 | 26,761 | ||||||||||||
| Preferred dividends payable | 6,034 | 6,034 | 6,034 | 6,034 | 6,034 | 6,036 | ||||||||||||
| Unearned rents and interest | 74,829 | 89,797 | 78,629 | 85,012 | 79,051 | 90,287 | ||||||||||||
| Line of credit | — | — | 240,000 | 70,000 | 30,000 | — | ||||||||||||
| Deferred financing costs, net | (37,165 | ) | (38,384 | ) | (31,957 | ) | (32,838 | ) | (33,941 | ) | (35,033 | ) | ||||||
| Other debt | 3,139,995 | 3,139,995 | 3,008,580 | 3,008,580 | 2,989,995 | 2,989,995 | ||||||||||||
| Total liabilities | 3,571,706 | 3,592,491 | 3,701,757 | 3,518,452 | 3,266,367 | 3,216,875 | ||||||||||||
| Equity: | ||||||||||||||||||
| Common stock and additional paid-in-capital | 3,835,674 | 3,815,278 | 3,759,032 | 3,597,916 | 3,505,266 | 3,497,055 | ||||||||||||
| Preferred stock at par value | 148 | 148 | 148 | 148 | 148 | 148 | ||||||||||||
| Treasury stock | (147,435 | ) | (147,435 | ) | (147,143 | ) | (146,906 | ) | (130,728 | ) | (129,801 | ) | ||||||
| Accumulated other comprehensive income | 7,275 | 4,659 | 5,174 | 8,397 | 12,085 | 19,246 | ||||||||||||
| Distributions in excess of net income | (689,857 | ) | (631,851 | ) | (572,313 | ) | (546,776 | ) | (521,748 | ) | (489,453 | ) | ||||||
| Total equity | 3,005,805 | 3,040,799 | 3,044,898 | 2,912,779 | 2,865,023 | 2,897,195 | ||||||||||||
| Total liabilities and equity | $ | 6,577,511 | $ | 6,633,290 | $ | 6,746,655 | $ | 6,431,231 | $ | 6,131,390 | $ | 6,114,070 | ||||||
| Q4 2019 Supplemental | Page 7 | |||||||||||||||||
| --- | --- |
| SELECTED OPERATING DATA | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||||||||
| 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | |||||||||||||
| Rental revenue | $ | 154,765 | $ | 150,962 | $ | 147,003 | $ | 140,292 | $ | 133,491 | $ | 128,953 | ||||||
| Other income | 8,386 | 11,464 | 5,726 | 344 | 435 | 365 | ||||||||||||
| Mortgage and other financing income | 7,195 | 6,930 | 9,011 | 9,891 | 16,991 | 31,675 | ||||||||||||
| Total revenue | 170,346 | 169,356 | 161,740 | 150,527 | 150,917 | 160,993 | ||||||||||||
| Property operating expense | 16,097 | 14,494 | 14,597 | 15,551 | 8,285 | 6,668 | ||||||||||||
| Other expense | 10,173 | 11,403 | 8,091 | — | 325 | 118 | ||||||||||||
| General and administrative expense | 10,831 | 11,600 | 12,230 | 11,710 | 12,165 | 11,424 | ||||||||||||
| Severance expense | 423 | 1,521 | — | 420 | 5,938 | — | ||||||||||||
| Costs associated with loan refinancing or payoff | — | 38,269 | — | — | — | — | ||||||||||||
| Interest expense, net | 34,914 | 36,667 | 36,458 | 33,963 | 33,584 | 33,717 | ||||||||||||
| Transaction costs | 5,784 | 5,959 | 6,923 | 5,123 | 1,583 | 1,101 | ||||||||||||
| Impairment charges | 2,206 | — | — | — | 10,735 | — | ||||||||||||
| Depreciation and amortization | 42,398 | 41,644 | 38,790 | 36,002 | 35,728 | 34,840 | ||||||||||||
| Income before equity in (loss) income from joint ventures and other items | 47,520 | 7,799 | 44,651 | 47,758 | 42,574 | 73,125 | ||||||||||||
| Equity in (loss) income from joint ventures | (905 | ) | (435 | ) | 470 | 489 | (5 | ) | 20 | |||||||||
| Gain (loss) on sale of real estate | 3,717 | 845 | — | (388 | ) | 349 | 2,215 | |||||||||||
| Gain on sale of investment in direct financing leases | — | — | — | — | — | 5,514 | ||||||||||||
| Income tax benefit (expense) | 530 | 600 | 1,300 | 605 | (108 | ) | (515 | ) | ||||||||||
| Income from continuing operations | 50,862 | 8,809 | 46,421 | 48,464 | 42,810 | 80,359 | ||||||||||||
| Discontinued operations: | ||||||||||||||||||
| Income from discontinued operations before other items | 4,937 | 11,736 | 10,399 | 10,169 | 11,221 | 11,474 | ||||||||||||
| Impairment on public charter school portfolio sale | (21,433 | ) | — | — | — | — | — | |||||||||||
| Gain on sale of real estate from discontinued operations | 1,931 | 13,458 | 9,774 | 6,716 | — | — | ||||||||||||
| (Loss) income from discontinued operations | (14,565 | ) | 25,194 | 20,173 | 16,885 | 11,221 | 11,474 | |||||||||||
| Net income | 36,297 | 34,003 | 66,594 | 65,349 | 54,031 | 91,833 | ||||||||||||
| Preferred dividend requirements | (6,034 | ) | (6,034 | ) | (6,034 | ) | (6,034 | ) | (6,034 | ) | (6,036 | ) | ||||||
| Net income available to common shareholders of EPR Properties | $ | 30,263 | $ | 27,969 | $ | 60,560 | $ | 59,315 | $ | 47,997 | $ | 85,797 | ||||||
| Q4 2019 Supplemental | Page 8 | |||||||||||||||||
| --- | --- |
| FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION) | ||||||||||||||||||
| FUNDS FROM OPERATIONS ("FFO") (1): | 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | ||||||||||||
| Net income available to common shareholders of EPR Properties | $ | 30,263 | $ | 27,969 | $ | 60,560 | $ | 59,315 | $ | 47,997 | $ | 85,797 | ||||||
| Gain on sale of real estate | (5,648 | ) | (14,303 | ) | (9,774 | ) | (6,328 | ) | (349 | ) | (2,215 | ) | ||||||
| Gain on sale of investment in direct financing leases | — | — | — | — | — | (5,514 | ) | |||||||||||
| Impairment charges | 23,639 | — | — | — | 10,735 | — | ||||||||||||
| Real estate depreciation and amortization | 44,242 | 44,863 | 42,098 | 39,514 | 39,297 | 38,388 | ||||||||||||
| Allocated share of joint venture depreciation | 551 | 553 | 554 | 555 | 56 | 54 | ||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 59,082 | $ | 93,438 | $ | 93,056 | $ | 97,736 | $ | 116,510 | ||||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 59,082 | $ | 93,438 | $ | 93,056 | $ | 97,736 | $ | 116,510 | ||||||
| Add: Preferred dividends for Series C preferred shares | 1,937 | — | 1,939 | 1,939 | 1,939 | 1,940 | ||||||||||||
| Add: Preferred dividends for Series E preferred shares | 1,939 | — | 1,939 | 1,939 | 1,939 | 1,939 | ||||||||||||
| Diluted FFO available to common shareholders of EPR Properties | $ | 96,923 | $ | 59,082 | $ | 97,316 | $ | 96,934 | $ | 101,614 | $ | 120,389 | ||||||
| FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1): | ||||||||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 59,082 | $ | 93,438 | $ | 93,056 | $ | 97,736 | $ | 116,510 | ||||||
| Costs associated with loan refinancing or payoff | 43 | 38,407 | — | — | — | — | ||||||||||||
| Transaction costs | 5,784 | 5,959 | 6,923 | 5,123 | 1,583 | 1,101 | ||||||||||||
| Severance expense | 423 | 1,521 | — | 420 | 5,938 | — | ||||||||||||
| Termination fee included in gain on sale | 1,217 | 11,324 | 6,533 | 5,001 | — | 1,864 | ||||||||||||
| Deferred income tax (benefit) expense | (847 | ) | (984 | ) | (1,675 | ) | (609 | ) | (182 | ) | 92 | |||||||
| FFO as adjusted available to common shareholders of EPR Properties | $ | 99,667 | $ | 115,309 | $ | 105,219 | $ | 102,991 | $ | 105,075 | $ | 119,567 | ||||||
| FFO as adjusted available to common shareholders of EPR Properties | $ | 99,667 | $ | 115,309 | $ | 105,219 | $ | 102,991 | $ | 105,075 | $ | 119,567 | ||||||
| Add: Preferred dividends for Series C preferred shares | 1,937 | 1,939 | 1,939 | 1,939 | 1,939 | 1,940 | ||||||||||||
| Add: Preferred dividends for Series E preferred shares | 1,939 | 1,939 | 1,939 | 1,939 | 1,939 | 1,939 | ||||||||||||
| Diluted FFO as adjusted available to common shareholders of EPR Properties | $ | 103,543 | $ | 119,187 | $ | 109,097 | $ | 106,869 | $ | 108,953 | $ | 123,446 | ||||||
| FFO per common share: | ||||||||||||||||||
| Basic | $ | 1.19 | $ | 0.76 | $ | 1.23 | $ | 1.25 | $ | 1.31 | $ | 1.57 | ||||||
| Diluted | 1.18 | 0.76 | 1.22 | 1.23 | 1.30 | 1.54 | ||||||||||||
| FFO as adjusted per common share: | ||||||||||||||||||
| Basic | $ | 1.27 | $ | 1.49 | $ | 1.38 | $ | 1.38 | $ | 1.41 | $ | 1.61 | ||||||
| Diluted | 1.26 | 1.46 | 1.36 | 1.36 | 1.39 | 1.58 | ||||||||||||
| Shares used for computation (in thousands): | ||||||||||||||||||
| Basic | 78,456 | 77,632 | 76,164 | 74,679 | 74,343 | 74,345 | ||||||||||||
| Diluted | 78,485 | 77,664 | 76,199 | 74,725 | 74,402 | 74,404 | ||||||||||||
| Effect of dilutive Series C preferred shares | 2,184 | 2,170 | 2,158 | 2,145 | 2,133 | 2,122 | ||||||||||||
| Effect of dilutive Series E preferred shares | 1,640 | 1,634 | 1,628 | 1,622 | 1,615 | 1,610 | ||||||||||||
| Adjusted weighted-average shares outstanding-diluted Series C and Series E | 82,309 | 81,468 | 79,985 | 78,492 | 78,150 | 78,136 | ||||||||||||
| (1) See pages 25 through 27 for definitions. | ||||||||||||||||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | ||||||||||||||||||
| Q4 2019 Supplemental | Page 9 | |||||||||||||||||
| --- | --- |
| ADJUSTED FUNDS FROM OPERATIONS | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION) | ||||||||||||||||||
| ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1): | 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | ||||||||||||
| FFO available to common shareholders of EPR Properties | $ | 93,047 | $ | 59,082 | $ | 93,438 | $ | 93,056 | $ | 97,736 | $ | 116,510 | ||||||
| Adjustments: | ||||||||||||||||||
| Costs associated with loan refinancing or payoff | 43 | 38,407 | — | — | — | — | ||||||||||||
| Transaction costs | 5,784 | 5,959 | 6,923 | 5,123 | 1,583 | 1,101 | ||||||||||||
| Severance expense | 423 | 1,521 | — | 420 | 5,938 | — | ||||||||||||
| Termination fees included in gain on sale | 1,217 | 11,324 | 6,533 | 5,001 | — | 1,864 | ||||||||||||
| Deferred income tax (benefit) expense | (847 | ) | (984 | ) | (1,675 | ) | (609 | ) | (182 | ) | 92 | |||||||
| Non-real estate depreciation and amortization | 288 | 271 | 257 | 229 | 244 | 235 | ||||||||||||
| Deferred financing fees amortization | 1,621 | 1,552 | 1,517 | 1,502 | 1,490 | 1,470 | ||||||||||||
| Share-based compensation expense to management and trustees | 3,349 | 3,372 | 3,283 | 3,177 | 3,816 | 3,687 | ||||||||||||
| Amortization of above/below market leases, net and tenant allowances | (119 | ) | (107 | ) | (58 | ) | (59 | ) | (54 | ) | (55 | ) | ||||||
| Maintenance capital expenditures (2) | (2,276 | ) | (2,370 | ) | (510 | ) | (297 | ) | (336 | ) | (540 | ) | ||||||
| Straight-lined rental revenue | (3,516 | ) | (4,399 | ) | (3,223 | ) | (2,414 | ) | (3,216 | ) | (3,079 | ) | ||||||
| Non-cash portion of mortgage and other financing income | (91 | ) | (237 | ) | (1,069 | ) | (1,014 | ) | (784 | ) | (819 | ) | ||||||
| AFFO available to common shareholders of EPR Properties | $ | 98,923 | $ | 113,391 | $ | 105,416 | $ | 104,115 | $ | 106,235 | $ | 120,466 | ||||||
| AFFO available to common shareholders of EPR Properties | $ | 98,923 | $ | 113,391 | $ | 105,416 | $ | 104,115 | $ | 106,235 | $ | 120,466 | ||||||
| Add: Preferred dividends for Series C preferred shares | 1,937 | 1,939 | 1,939 | 1,939 | 1,939 | 1,940 | ||||||||||||
| Add: Preferred dividends for Series E preferred shares | 1,939 | 1,939 | 1,939 | 1,939 | 1,939 | 1,939 | ||||||||||||
| Diluted AFFO available to common shareholders of EPR Properties | $ | 102,799 | $ | 117,269 | $ | 109,294 | $ | 107,993 | $ | 110,113 | $ | 124,345 | ||||||
| Weighted average diluted shares outstanding (in thousands) | 78,485 | 77,664 | 76,199 | 74,725 | 74,402 | 74,404 | ||||||||||||
| Effect of dilutive Series C preferred shares | 2,184 | 2,170 | 2,158 | 2,145 | 2,133 | 2,122 | ||||||||||||
| Effect of dilutive Series E preferred shares | 1,640 | 1,634 | 1,628 | 1,622 | 1,615 | 1,610 | ||||||||||||
| Adjusted weighted-average shares outstanding-diluted | 82,309 | 81,468 | 79,985 | 78,492 | 78,150 | 78,136 | ||||||||||||
| AFFO per diluted common share | $ | 1.25 | $ | 1.44 | $ | 1.37 | $ | 1.38 | $ | 1.41 | $ | 1.59 | ||||||
| Dividends declared per common share | $ | 1.125 | $ | 1.125 | $ | 1.125 | $ | 1.125 | $ | 1.080 | $ | 1.080 | ||||||
| AFFO payout ratio (3) | 90 | % | 78 | % | 82 | % | 82 | % | 77 | % | 68 | % | ||||||
| (1) See pages 25 through 27 for definitions. | ||||||||||||||||||
| (2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions. | ||||||||||||||||||
| (3) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. | ||||||||||||||||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | ||||||||||||||||||
| Q4 2019 Supplemental | Page 10 | |||||||||||||||||
| --- | --- |
| CAPITAL STRUCTURE AS OF DECEMBER 31, 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||
| CONSOLIDATED DEBT | ||||||||||
| PRINCIPAL PAYMENTS DUE ON DEBT: | ||||||||||
| UNSECURED CREDIT FACILITY (3) | UNSECURED SENIOR NOTES | TOTAL | WEIGHTED AVG INTEREST RATE | |||||||
| YEAR | ||||||||||
| 2020 | $ | — | $ | — | $ | — | —% | |||
| 2021 | — | — | — | —% | ||||||
| 2022 | — | — | — | —% | ||||||
| 2023 | — | 275,000 | 675,000 | 4.02% | ||||||
| 2024 | — | 148,000 | 148,000 | 4.35% | ||||||
| 2025 | — | 300,000 | 300,000 | 4.50% | ||||||
| 2026 | — | 642,000 | 642,000 | 4.69% | ||||||
| 2027 | — | 450,000 | 450,000 | 4.50% | ||||||
| 2028 | — | 400,000 | 400,000 | 4.95% | ||||||
| 2029 | — | 500,000 | 500,000 | 3.75% | ||||||
| 2030 | — | — | — | —% | ||||||
| Thereafter | — | — | 24,995 | 1.39% | ||||||
| Less: deferred financing costs, net | — | — | (37,165 | ) | —% | |||||
| $ | — | $ | 2,715,000 | $ | 3,102,830 | 4.34% | ||||
| BALANCE | WEIGHTED AVG INTEREST RATE | WEIGHTED AVG MATURITY | ||||||||
| Fixed rate unsecured debt (1) | $ | 3,115,000 | 4.37 | % | 6.54 | |||||
| Fixed rate secured debt (2) | 24,995 | 1.39 | % | 27.58 | ||||||
| Less: deferred financing costs, net | (37,165 | ) | — | % | — | |||||
| Total | $ | 3,102,830 | 4.34 | % | 6.71 | |||||
| (1) Includes 400 million of term loan that has been fixed through interest rate swaps through February 7, 2022. | ||||||||||
| (2) Includes 25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024. | ||||||||||
| (3) Unsecured Revolving Credit Facility Summary: | ||||||||||
| BALANCE | RATE | |||||||||
| AT 12/31/2019 | MATURITY | AT 12/31/2019 | ||||||||
| - | February 27, 2022 | 2.88% | ||||||||
All values are in US Dollars.
| Q4 2019 Supplemental | Page 11 |
|---|
| CAPITAL STRUCTURE AS OF DECEMBER 31, 2019 AND 2018 | ||||||
|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||
| CONSOLIDATED DEBT (continued) | ||||||
| SUMMARY OF DEBT: | December 31, 2019 | December 31, 2018 | ||||
| Senior unsecured notes payable, 5.75%, prepaid in full during the third quarter 2019 | $ | — | $ | 350,000 | ||
| Unsecured revolving variable rate credit facility, LIBOR + 1.00%, due February 27, 2022 | — | 30,000 | ||||
| Unsecured term loan payable, LIBOR + 1.10%, $350,000 fixed at 3.15% and $50,000 fixed at 3.35% through February 7, 2022, due February 27, 2023 | 400,000 | 400,000 | ||||
| Senior unsecured notes payable, 5.25%, due July 15, 2023 | 275,000 | 275,000 | ||||
| Senior unsecured notes payable, 4.35%, due August 22, 2024 | 148,000 | 148,000 | ||||
| Senior unsecured notes payable, 4.50%, due April 1, 2025 | 300,000 | 300,000 | ||||
| Senior unsecured notes payable, 4.56%, due August 22, 2026 | 192,000 | 192,000 | ||||
| Senior unsecured notes payable, 4.75%, due December 15, 2026 | 450,000 | 450,000 | ||||
| Senior unsecured notes payable, 4.50%, due June 1, 2027 | 450,000 | 450,000 | ||||
| Senior unsecured notes payable, 4.95%, due April 15, 2028 | 400,000 | 400,000 | ||||
| Senior unsecured notes payable, 3.75%, due August 15, 2029 | 500,000 | — | ||||
| Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 2047 | 24,995 | 24,995 | ||||
| Less: deferred financing costs, net | (37,165 | ) | (33,941 | ) | ||
| Total debt | $ | 3,102,830 | $ | 2,986,054 | ||
| Q4 2019 Supplemental | Page 12 | |||||
| --- | --- |
| CAPITAL STRUCTURE | |||
|---|---|---|---|
| SENIOR NOTES | |||
| SENIOR DEBT RATINGS AS OF DECEMBER 31, 2019 | |||
| Moody's | Baa2 (stable) | ||
| Fitch | BBB- (stable) | ||
| Standard and Poor's | BBB- (stable) | ||
| SUMMARY OF COVENANTS | |||
| The Company has outstanding public senior unsecured notes with fixed interest rates of 3.75%, 4.50%, 4.75%, 4.95% and 5.25%. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt. | |||
| The following is a summary of the key financial covenants for the Company's 3.75%, 4.50%, 4.75%, 4.95% and 5.25% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of December 31, 2019 and September 30, 2019 are: | |||
| Actual | Actual | ||
| NOTE COVENANTS | Required | 4th Quarter 2019 (1) | 3rd Quarter 2019 (1) |
| Limitation on incurrence of total debt (Total Debt/Total Assets) | ≤ 60% | 42% | 41% |
| Limitation on incurrence of secured debt (Secured Debt/Total Assets) | ≤ 40% | —% | —% |
| Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months | ≥ 1.5 x | 3.9x | 3.9x |
| Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) | ≥ 150% of unsecured debt | 225% | 226% |
| (1) See page 14 for details of calculations. | |||
| Q4 2019 Supplemental | Page 13 | ||
| --- | --- |
| CAPITAL STRUCTURE | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SENIOR NOTES | |||||||||||||||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||||
| COVENANT CALCULATIONS | |||||||||||||||||
| TOTAL ASSETS: | December 31, 2019 | TOTAL DEBT: | December 31, 2019 | ||||||||||||||
| Total Assets per balance sheet | $ | 6,577,511 | Secured debt obligations | $ | 24,995 | ||||||||||||
| Add: accumulated depreciation | 989,254 | Unsecured debt obligations: | |||||||||||||||
| Less: intangible assets, net | (44,692 | ) | Unsecured debt | 3,115,000 | |||||||||||||
| Total Assets | $ | 7,522,073 | Outstanding letters of credit | — | |||||||||||||
| Guarantees | — | ||||||||||||||||
| Derivatives at fair market value, net, if liability | 3,442 | ||||||||||||||||
| Total unsecured debt obligations: | 3,118,442 | ||||||||||||||||
| TOTAL UNENCUMBERED ASSETS: | December 31, 2019 | Total Debt | $ | 3,143,437 | |||||||||||||
| Unencumbered real estate assets, gross | $ | 6,422,723 | |||||||||||||||
| Cash and cash equivalents | 528,763 | ||||||||||||||||
| Land held for development | 28,080 | ||||||||||||||||
| Property under development | 36,756 | ||||||||||||||||
| Total Unencumbered Assets | $ | 7,016,322 | |||||||||||||||
| CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE: | 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | TRAILING TWELVE MONTHS | ||||||||||||
| Adjusted EBITDA per bond documents | $ | 140,350 | $ | 147,196 | (1) | $ | 140,606 | $ | 136,619 | (1) | $ | 564,771 | |||||
| Less: straight-line rental revenue | (3,516 | ) | (4,399 | ) | (3,223 | ) | (2,414 | ) | (13,552 | ) | |||||||
| CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE | $ | 136,834 | $ | 142,797 | $ | 137,383 | $ | 134,205 | $ | 551,219 | |||||||
| ANNUAL DEBT SERVICE: | |||||||||||||||||
| Interest expense, gross | $ | 36,442 | $ | 37,575 | $ | 37,999 | $ | 37,138 | $ | 149,154 | |||||||
| Less: deferred financing fees amortization | (1,621 | ) | (1,552 | ) | (1,517 | ) | (1,502 | ) | (6,192 | ) | |||||||
| ANNUAL DEBT SERVICE | $ | 34,821 | $ | 36,023 | $ | 36,482 | $ | 35,636 | $ | 142,962 | |||||||
| DEBT SERVICE COVERAGE | 3.9 | 4.0 | 3.8 | 3.8 | 3.9 | ||||||||||||
| (1) Includes prepayment fees. | |||||||||||||||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | |||||||||||||||||
| Q4 2019 Supplemental | Page 14 | ||||||||||||||||
| --- | --- |
| CAPITAL STRUCTURE AS OF DECEMBER 31, 2019 | |||||||
|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION) | |||||||
| EQUITY | |||||||
| SECURITY | PRICE PER SHARE AT DECEMBER 31, 2019 | LIQUIDIATION PREFERENCE | DIVIDEND RATE | CONVERTIBLE | CONVERSION RATIO AT DECEMBER 31, 2019 | CONVERSION PRICE AT DECEMBER 31, 2019 | |
| Common shares | $70.64 | N/A | (1) | N/A | N/A | N/A | |
| Series C | $31.40 | $134,851 | 5.750% | Y | 0.4049 | $61.74 | |
| Series E | $38.19 | $86,185 | 9.000% | Y | 0.4759 | $52.53 | |
| Series G | $25.82 | $150,000 | 5.750% | N | N/A | N/A | |
| CALCULATION OF TOTAL MARKET CAPITALIZATION: | |||||||
| Common shares outstanding at December 31, 2019 multiplied by closing price at December 31, 2019 | $ | 5,542,621 | |||||
| Aggregate liquidation value of Series C preferred shares (2) | 134,851 | ||||||
| Aggregate liquidation value of Series E preferred shares (2) | 86,185 | ||||||
| Aggregate liquidation value of Series G preferred shares (2) | 150,000 | ||||||
| Net debt at December 31, 2019 (3) | 2,611,232 | ||||||
| Total consolidated market capitalization | $ | 8,524,889 | |||||
| (1) Total monthly dividends declared in the fourth quarter of 2019 were 1.125 per share. | |||||||
| (2) Excludes accrued unpaid dividends at December 31, 2019. | |||||||
| (3) See pages 25 through 27 for definitions. |
All values are in US Dollars.
| Q4 2019 Supplemental | Page 15 |
|---|
| SUMMARY OF RATIOS | ||||||
|---|---|---|---|---|---|---|
| (UNAUDITED) | ||||||
| 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | |
| Net debt to total market capitalization | 31% | 32% | 34% | 33% | 37% | 35% |
| Net debt to gross assets | 35% | 40% | 42% | 42% | 43% | 42% |
| Net debt/Adjusted EBITDA (1)(2) | 4.7 | 5.2 | 5.8 | 5.7 | 5.5 | 5.3 |
| Adjusted net debt/Annualized adjusted EBITDA (3)(4) | 4.8 | 5.2 | 5.5 | 5.4 | 5.4 | 5.3 |
| Interest coverage ratio (5) | 3.8 | 3.8 | 3.7 | 3.7 | 3.8 | 3.8 |
| Fixed charge coverage ratio (5) | 3.3 | 3.3 | 3.2 | 3.2 | 3.3 | 3.3 |
| Debt service coverage ratio (5) | 3.8 | 3.8 | 3.7 | 3.7 | 3.8 | 3.8 |
| FFO payout ratio (6) | 95% | 148% | 92% | 91% | 83% | 70% |
| FFO as adjusted payout ratio (7) | 89% | 77% | 83% | 83% | 78% | 68% |
| AFFO payout ratio (8) | 90% | 78% | 82% | 82% | 77% | 68% |
| (1) See pages 25 through 27 for definitions. | ||||||
| (2) Adjusted EBITDA is for the quarter multiplied times four. See calculation on page 33. | ||||||
| (3) Adjusted net debt is net debt less 40% times property under development. See pages 25 through 27 for definitions. | ||||||
| (4) Annualized adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 33 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 25 through 27 for definitions. | ||||||
| (5) See page 29 for detailed calculation. | ||||||
| (6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. | ||||||
| (7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share. | ||||||
| (8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. | ||||||
| Q4 2019 Supplemental | Page 16 | |||||
| --- | --- |
| SUMMARY OF MORTGAGE NOTES RECEIVABLE | ||||||
|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||
| DESCRIPTION | INTEREST RATE | PAYOFF DATE/MATURITY DATE | DECEMBER 31, 2019 | DECEMBER 31, 2018 | ||
| Three attraction properties Kansas City, Kansas, New Braunfels, Texas and South Padre Island, Texas | 7.00% and 10.00% | 7/1/2019 | $ | — | $ | 179,846 |
| Public charter school property Jersey City, New Jersey | 10.00% | 7/10/2019 | — | 15,652 | ||
| Public charter school property Vineland, New Jersey | 9.95% | 11/1/2019 | — | 9,839 | ||
| Eight public charter school properties Indiana, Ohio, South Carolina and Pennsylvania | 7.00% | 11/22/2019 | — | 54,535 | ||
| Public charter school property St. Paul, Minnesota | 8.93% to 9.38% | 11/22/2019 | — | 8,835 | ||
| Public charter school property Millville, New Jersey | 10.35% | 11/22/2019 | — | 6,383 | ||
| Public charter school property Roswell, Georgia | 9.10% | 11/22/2019 | — | 4,165 | ||
| Public charter school property Atlanta, Georgia | 8.84% | 11/22/2019 | — | 4,236 | ||
| Public charter school property Bronx, New York | 8.75% | 11/22/2019 | — | 23,718 | ||
| Public charter school property Colorado Springs, Colorado | 9.02% | 11/22/2019 | — | 14,325 | ||
| Attraction property Powells Point, North Carolina | 7.75% | 6/30/2025 | 27,423 | — | ||
| Fitness & wellness property Omaha, Nebraska | 7.85% | 12/28/2026 | 5,803 | 5,803 | ||
| Fitness & wellness property Omaha, Nebraska | 7.85% | 1/3/2027 | 10,977 | 10,977 | ||
| Fitness & wellness property Merriam, Kansas | 7.55% | 7/31/2029 | 5,985 | — | ||
| Ski property Girdwood, Alaska | 8.25% | 12/31/2029 | 37,000 | — | ||
| Experiential lodging property Nashville, Tennessee | 6.99% | 9/30/2031 | 70,396 | — | ||
| Eat & play property Austin, Texas | 11.31% | 6/1/2033 | 11,582 | 11,934 | ||
| Ski property West Dover and Wilmington, Vermont | 11.61% | 12/1/2034 | 51,050 | 51,050 | ||
| Four ski properties Ohio and Pennsylvania | 10.75% | 12/1/2034 | 37,562 | 37,562 | ||
| Ski property Chesterland, Ohio | 11.21% | 12/1/2034 | 4,550 | 4,550 | ||
| Ski property Hunter, New York | 8.43% | 1/5/2036 | 21,000 | 21,000 | ||
| Eat & play property Midvale, Utah | 10.25% | 5/31/2036 | 17,505 | 17,505 | ||
| Eat & play property West Chester, Ohio | 9.75% | 8/1/2036 | 18,068 | 18,068 | ||
| Private school property Mableton, Georgia | 8.84% | 4/30/2037 | 5,048 | 4,952 | ||
| Fitness & wellness property Fort Collins, Colorado | 7.85% | 1/31/2038 | 10,360 | 10,360 | ||
| Early childhood education center Lake Mary, Florida | 7.75% | 5/9/2039 | 4,258 | — | ||
| Eat & play property Eugene, Oregon | 8.13% | 6/17/2039 | 14,800 | — | ||
| Early childhood education center Lithia, Florida | 8.25% | 10/31/2039 | 4,024 | 2,172 | ||
| Total mortgage notes and related accrued interest receivable | $ | 357,391 | $ | 517,467 | ||
| Q4 2019 Supplemental | Page 17 | |||||
| --- | --- |
| INVESTMENT SPENDING AND DISPOSITION SUMMARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||
| INVESTMENT SPENDING THREE MONTHS ENDED DECEMBER 31, 2019 | ||||||||||||
| INVESTMENT TYPE | TOTAL INVESTMENT SPENDING | NEW DEVELOPMENT | RE-DEVELOPMENT | ASSET ACQUISITION | MORTGAGE NOTES OR NOTES RECEIVABLE | INVESTMENT IN JOINT VENTURES | ||||||
| Theatres | $ | 48,874 | $ | 115 | $ | 124 | $ | 48,635 | $ | — | $ | — |
| Eat & Play | 10,663 | 5,896 | 3,658 | 109 | 1,000 | — | ||||||
| Ski | 37,000 | — | — | — | 37,000 | — | ||||||
| Experiential Lodging | 6,195 | 369 | 12 | — | 5,814 | — | ||||||
| Gaming | 350 | 350 | — | — | — | — | ||||||
| Cultural | 198 | 198 | — | — | — | — | ||||||
| Fitness & Wellness | 1,395 | — | — | — | 1,395 | — | ||||||
| Total Experiential | 104,675 | 6,928 | 3,794 | 48,744 | 45,209 | — | ||||||
| Early Childhood Education Centers | 1,456 | 690 | 108 | — | 658 | — | ||||||
| Public Charter Schools | 3,900 | 3,750 | — | — | 150 | — | ||||||
| Total Education | 5,356 | 4,440 | 108 | — | 808 | — | ||||||
| Total Investment Spending | $ | 110,031 | $ | 11,368 | $ | 3,902 | $ | 48,744 | $ | 46,017 | $ | — |
| INVESTMENT SPENDING YEAR ENDED DECEMBER 31, 2019 | ||||||||||||
| INVESTMENT TYPE | TOTAL INVESTMENT SPENDING | NEW DEVELOPMENT | RE-DEVELOPMENT | ASSET ACQUISITION | MORTGAGE NOTES OR NOTES RECEIVABLE | INVESTMENT IN JOINT VENTURES | ||||||
| Theatres | $ | 459,393 | $ | 4,500 | $ | 28,429 | $ | 426,464 | $ | — | $ | — |
| Eat & Play | 76,739 | 51,209 | 6,901 | 1,429 | 17,200 | — | ||||||
| Attractions | 102 | — | — | — | 102 | — | ||||||
| Ski | 37,288 | — | 288 | — | 37,000 | — | ||||||
| Experiential Lodging | 125,170 | 53,130 | 935 | — | 70,000 | 1,105 | ||||||
| Gaming | 608 | 608 | — | — | — | — | ||||||
| Cultural | 30,661 | 198 | — | 23,963 | 6,500 | — | ||||||
| Fitness & Wellness | 5,950 | — | — | — | 5,950 | — | ||||||
| Total Experiential | 735,911 | 109,645 | 36,553 | 451,856 | 136,752 | 1,105 | ||||||
| Private Schools | 4,914 | 4,914 | — | — | — | — | ||||||
| Early Childhood Education Centers | 18,798 | 2,300 | 1,474 | 5,871 | 9,153 | — | ||||||
| Public Charter Schools | 35,068 | 29,953 | — | — | 5,115 | — | ||||||
| Total Education | 58,780 | 37,167 | 1,474 | 5,871 | 14,268 | — | ||||||
| Total Investment Spending | $ | 794,691 | $ | 146,812 | $ | 38,027 | $ | 457,727 | $ | 151,020 | $ | 1,105 |
| 2019 DISPOSITIONS | ||||||||||||
| THREE MONTHS ENDED DECEMBER 31, 2019 | YEAR ENDED DECEMBER 31, 2019 | |||||||||||
| INVESTMENT TYPE | TOTAL DISPOSITIONS | NET PROCEEDS FROM SALE OF REAL ESTATE | NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES | TOTAL DISPOSITIONS | NET PROCEEDS FROM SALE OF REAL ESTATE | NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES | ||||||
| Theatres | $ | 4,382 | $ | 4,382 | $ | — | $ | 4,382 | $ | 4,382 | $ | — |
| Eat & Play | — | — | — | 601 | 601 | — | ||||||
| Attractions | 10,992 | 10,992 | — | 204,775 | 14,984 | 189,791 | ||||||
| Total Experiential | 15,374 | 15,374 | — | 209,758 | 19,967 | 189,791 | ||||||
| Early Childhood Education Centers | 6 | 6 | — | 12,974 | 12,974 | — | ||||||
| Public Charter Schools | 477,300 | 467,475 | 9,825 | 660,124 | 632,488 | 27,636 | ||||||
| Total Education | 477,306 | 467,481 | 9,825 | 673,098 | 645,462 | 27,636 | ||||||
| Total Dispositions | $ | 492,680 | $ | 482,855 | $ | 9,825 | $ | 882,856 | $ | 665,429 | $ | 217,427 |
| Q4 2019 Supplemental | Page 18 | |||||||||||
| --- | --- |
| PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT DECEMBER 31, 2019 (1) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||||
| OWNED BUILD-TO-SUIT SPENDING ESTIMATES | |||||||||||||||||
| # OF PROJECTS | 1ST QUARTER 2020 | 2ND QUARTER 2020 | 3RD QUARTER 2020 | 4TH QUARTER 2020 | THEREAFTER | TOTAL EXPECTED COSTS (2) | % LEASED | ||||||||||
| Total Build-to-Suit (3) | 21,938 | 4 | $ | 6,372 | $ | 6,188 | $ | 3,026 | $ | 3,064 | $ | — | $ | 40,588 | 100 | % | |
| Non Build-to-Suit Development | |||||||||||||||||
| Total Property Under Development | 36,756 | ||||||||||||||||
| DECEMBER 31, 2019 | OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES | ||||||||||||||||
| # OF PROJECTS | 1ST QUARTER 2020 | 2ND QUARTER 2020 | 3RD QUARTER 2020 | 4TH QUARTER 2020 | THEREAFTER | TOTAL IN-SERVICE (2) | ACTUAL IN-SERVICE 4TH QUARTER 2019 | ||||||||||
| Total Build-to-Suit | 4 | $ | 22,728 | $ | — | $ | 1,860 | $ | 16,000 | $ | — | $ | 40,588 | $ | — | ||
| MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES | |||||||||||||||||
| # OF PROJECTS | 1ST QUARTER 2020 | 2ND QUARTER 2020 | 3RD QUARTER 2020 | 4TH QUARTER 2020 | THEREAFTER | TOTAL EXPECTED COSTS (2) | |||||||||||
| Total Build-to-Suit Mortgage Notes | 48,789 | 3 | $ | 1,667 | $ | 3,033 | $ | 4,700 | $ | 4,700 | $ | 13,333 | $ | 76,222 | |||
| Non Build-to-Suit Mortgage Notes | |||||||||||||||||
| Total Mortgage Notes Receivable | 357,391 | ||||||||||||||||
| (1) This schedule includes only those properties for which the Company has commenced construction as of December 31, 2019. | |||||||||||||||||
| (2) "Total Expected Costs" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest as applicable). | |||||||||||||||||
| (3) Total Build-to-Suit excludes property under development related to the Company's two unconsolidated real estate joint ventures that own recreation anchored lodging properties in St. Petersburg, Florida. The Company's spending estimates for this are estimated at 14.6 million for 2020. | |||||||||||||||||
| Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q. |
All values are in US Dollars.
| Q4 2019 Supplemental | Page 19 |
|---|
| ANNUALIZED ADJUSTED REVENUE BY PROPERTY TYPE | ||||
|---|---|---|---|---|
| AS OF DECEMBER 31, 2019 | ||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||
| TOTAL NUMBER OF | ANNUALIZED | PERCENTAGE OF ANNUALIZED | ||
| PROPERTY TYPE | PROPERTIES | ADJUSTED REVENUE (1) | ADJUSTED REVENUE | |
| Theatres | 179 | $ | 268,192 | 45.4% |
| Eat & Play | 55 | 133,812 | 22.6% | |
| Attractions | 18 | 35,548 | 6.0% | |
| Ski | 13 | 45,296 | 7.7% | |
| Experiential Lodging | 6 | 20,652 | 3.5% | |
| Gaming | 1 | 10,100 | 1.7% | |
| Cultural | 3 | 7,136 | 1.2% | |
| Fitness & Wellness | 7 | 5,400 | 0.9% | |
| Total Experiential Portfolio | 282 | $ | 526,136 | 89.0% |
| Early Childhood Education Centers | 72 | 31,688 | 5.4% | |
| Private Schools | 16 | 33,068 | 5.6% | |
| Total Education Portfolio | 88 | $ | 64,756 | 11.0% |
| Total | 370 | $ | 590,892 | 100.0% |
| (1) Annualized Adjusted Revenue by property type is a Non-GAAP financial measure. See pages 25 through 27 for definitions. See calculation on page 33. | ||||
| Q4 2019 Supplemental | Page 20 | |||
| --- | --- |
| LEASE EXPIRATIONS | |||||
|---|---|---|---|---|---|
| AS OF DECEMBER 31, 2019 | |||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||
| YEAR | TOTAL NUMBER OF PROPERTIES | RENTAL REVENUE FOR THE YEAR ENDED DECEMBER 31, 2019 (1)(2) | % OF TOTAL REVENUE (2) | ||
| 2020 | 2 | $ | 4,855 | 1 | % |
| 2021 | 8 | 12,268 | 2 | % | |
| 2022 | 11 | 23,671 | 4 | % | |
| 2023 | 8 | 19,993 | 3 | % | |
| 2024 | 14 | 29,977 | 4 | % | |
| 2025 | 7 | 13,313 | 2 | % | |
| 2026 | 10 | 24,136 | 4 | % | |
| 2027 | 22 | 43,972 | 7 | % | |
| 2028 | 16 | 28,211 | 4 | % | |
| 2029 | 15 | 25,612 | 4 | % | |
| 2030 | 20 | 27,007 | 4 | % | |
| 2031 | 22 | 25,269 | 4 | % | |
| 2032 | 16 | 17,664 | 3 | % | |
| 2033 | 12 | 15,741 | 2 | % | |
| 2034 | 36 | 48,962 | 7 | % | |
| 2035 | 18 | 50,485 | 8 | % | |
| 2036 | 10 | 23,994 | 4 | % | |
| 2037 | 24 | 46,979 | 7 | % | |
| 2038 | 14 | 26,035 | 4 | % | |
| 2039 | 24 | 19,022 | 3 | % | |
| Thereafter | 36 | 28,332 | 4 | % | |
| 345 | $ | 555,498 | 85 | % | |
| Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under construction, land held for development, properties operated by the Company and investments in mortgage notes receivable. | |||||
| (1) Rental revenue for the year ended December 31, 2019 includes lease revenue related to the Company's existing operating ground leases (leases in which the Company is a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized during the year ended December 31, 2019 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842). | |||||
| (2) Excludes revenue from discontinued operations. | |||||
| Q4 2019 Supplemental | Page 21 | ||||
| --- | --- |
| TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE | |||
|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||
| PERCENTAGE OF TOTAL REVENUE | PERCENTAGE OF TOTAL REVENUE | ||
| FOR THE THREE MONTHS ENDED | FOR THE YEAR ENDED | ||
| CUSTOMERS | DECEMBER 31, 2019 | DECEMBER 31, 2019 | |
| 1. | AMC Theatres | 17.7% | 17.6% |
| 2. | Regal Entertainment Group | 12.4% | 10.8% |
| 3. | Topgolf | 12.0% | 11.2% |
| 4. | Cinemark | 5.7% | 5.5% |
| 5. | Vail Resorts | 3.9% | 2.7% |
| 6. | Basis Independent Schools | 3.1% | 3.1% |
| 7. | Camelback Resort | 2.9% | 2.9% |
| 8. | Six Flags | 2.8% | 2.4% |
| 9. | Premier Parks | 2.6% | 2.5% |
| 10. | VSS Southern | 2.3% | 2.4% |
| Total | 65.4% | 61.1% | |
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | |||
| Q4 2019 Supplemental | Page 22 | ||
| --- | --- |
| NET ASSET VALUE (NAV) COMPONENTS | ||||||||
|---|---|---|---|---|---|---|---|---|
| AS OF DECEMBER 31, 2019 | ||||||||
| (UNAUDITED, DOLLARS AND SHARES IN THOUSANDS) | ||||||||
| OWNED (2) | FINANCED | TOTAL | ||||||
| ANNUALIZED CASH NET OPERATING INCOME (NOI) RUN RATE (1) | $ | 533,252 | $ | 33,028 | $ | 566,280 | ||
| ANNUALIZED GAAP NOI RUN RATE (1) | $ | 547,784 | $ | 33,124 | $ | 580,908 | ||
| OTHER NAV COMPONENTS | ||||||||
| ASSETS | LIABILITIES | |||||||
| Property under development | $ | 36,756 | Long-term debt (5) | $ | 3,139,995 | |||
| Land held for development | 28,080 | Series G liquidation value | 150,000 | |||||
| Real estate investments, net related to Kartrite Resort and Indoor Waterpark (2) | 255,730 | Accounts payable and accrued liabilities (6) | 114,005 | |||||
| Investment in joint ventures | 34,317 | Preferred dividends payable | 6,034 | |||||
| Cash and cash equivalents | 528,763 | Unearned rents and interest (7) | 17,118 | |||||
| Restricted cash | 2,677 | |||||||
| Accounts receivable (3) | 13,476 | |||||||
| Other assets (4) | 16,590 | |||||||
| SHARES | ||||||||
| Common shares outstanding | 78,463 | |||||||
| Effect of dilutive securities - share options | 29 | |||||||
| Effect of dilutive Series C preferred shares | 2,184 | |||||||
| Effect of dilutive Series E preferred shares | 1,640 | |||||||
| Diluted shares outstanding | 82,316 |
(1) See pages 25 through 27 for definitions and see Appendix on pages 28 through 33 for reconciliations of certain non-GAAP financial measures.
(2) Excludes NOI related to Kartrite Resort and Indoor Waterpark. Kartrite Resort and Indoor Waterpark assets are disclosed at carrying value under other NAV components.
(3) Excludes straight-line receivable of $73.4 million.
(4) Excludes deferred tax assets of $15.4 million, net deferred financing costs of $3.5 million, net intangible assets of $44.7 million and notes and related accrued interest of $14.0 million.
(5) Excludes deferred financing costs, net of $37.2 million.
(6) Excludes below market leases, net of $8.9 million.
(7) Excludes deferred rent liabilities related to portions of real estate investments funded by tenants of $33.4 million and cash paid by tenants during construction of $24.4 million.
| Q4 2019 Supplemental | Page 23 |
|---|
| GUIDANCE | |||||
|---|---|---|---|---|---|
| (DOLLARS IN MILLIONS EXCEPT FOR PER SHARE INFORMATION) | MEASURE | 2020 GUIDANCE | |||
| --- | --- | --- | --- | ||
| Investment spending | $1,600.0 | to | $1,800.0 | ||
| Disposition proceeds and mortgage note payoff | $50.0 | to | $100.0 | ||
| Percentage rent and participating interest income | $14.0 | to | $16.0 | ||
| General and administrative expense | $46.0 | to | $49.0 | ||
| FFO per diluted share | $5.17 | to | $5.37 | ||
| FFO as adjusted per diluted share | $5.19 | to | $5.39 | ||
| RECONCILIATION FROM NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF EPR PROPERTIES (PER DILUTED SHARE): | 2020 GUIDANCE | ||||
| Net income available to common shareholders of EPR Properties | $2.92 | to | $3.12 | ||
| Gain on sale of real estate | (0.03) | ||||
| Real estate depreciation and amortization | 2.31 | ||||
| Allocated share of joint venture depreciation | 0.03 | ||||
| Impact of Series C and Series E Dilution, if applicable | (0.06) | ||||
| FFO available to common shareholders of EPR Properties | $5.17 | to | $5.37 | ||
| Transaction costs | 0.03 | ||||
| Deferred income tax expense | (0.01) | ||||
| Impact of Series C and Series E Dilution, if applicable | — | ||||
| FFO as adjusted available to common shareholders of EPR Properties | $5.19 | to | $5.39 |
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. See cautionary statement concerning forward-looking statements on page 3.
| Q4 2019 Supplemental | Page 24 |
|---|
| DEFINITIONS - NON-GAAP FINANCIAL MEASURES |
|---|
EBITDAre
The National Association of Real Estate Investment Trusts (“NAREIT”) developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs (gain) associated with loan refinancing or payoff, gain on early extinguishment of debt and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
ADJUSTED EBITDA AND ANNUALIZED ADJUSTED EBITDA
Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, litigation settlement expense, the provision for loan losses, transaction costs and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items, which is then multiplied by four to get an annual amount.
The Company's method of calculating Adjusted EBITDA and Annualized Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDA and Annualized Adjusted EBITDA are not measures of performance under GAAP, do not represent cash generated from operations as defined by GAAP and are not indicative of cash available to fund all cash needs, including distributions. These measures should not be considered as an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
NET DEBT AND ADJUSTED NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and cash and cash equivalents, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding its financial condition. Adjusted net debt is net debt less 40% times property under development to remove the estimated portion of property under development that has been financed with debt but has not yet produced earnings. The Company's method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
NET DEBT TO ADJUSTED EBIDTA AND ADJUSTED NET DEBT TO ANNUALIZED ADJUSTED EBITDA
Net Debt to Adjusted EBITDA and Adjusted Net Debt to Annualized Adjusted EBITDA are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors commonly use versions of these ratios in a similar manner. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and
| Q4 2019 Supplemental | Page 25 |
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covenant limitations. The Company's method of calculating both ratios may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
NET OPERATING INCOME ("NOI") AND NOI RUN RATES
NOI is a widely used financial measure in many industries, including the REIT industry, and is presented to assist investors and analysts in analyzing the performance of the Company. Management uses NOI in its analysis of the operations and valuation of the Company and believes it is useful to investors because it excludes various items included in net income that are not indicative of the operating performance of the Company's investments, such as gains (or losses) from sales of property, depreciation and amortization, and general and administrative expense, and is used in computing various financial ratios as a measure of operational performance. The Company computes NOI by adding back to Adjusted EBITDA - Continuing Operations the impact of general and administrative expense and corporate/unallocated and other.
Quarterly Cash NOI Run Rate is computed by taking the most recent quarterly NOI and making adjustments for in-service and disposed projects, percentage rent and participating interest, non-cash revenue and non-recurring adjustments to provide a quarterly cash run rate of such measure. Quarterly Cash NOI Run Rate multiplied by four equals Annualized Cash NOI Run Rate.
Quarterly GAAP NOI Run Rate is computed by taking the most recent quarterly NOI and making adjustments for in-service and disposed projects, percentage rent and participating interest and non-recurring adjustments to provide a quarterly GAAP run rate of such measure. Quarterly GAAP NOI Run Rate multiplied by four equals Annualized GAAP NOI Run Rate.
The Company's method of calculating NOI, Quarterly Cash NOI Run Rate and Quarterly GAAP NOI Run Rate may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED
NAREIT developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP and management provides FFO herein because it believes this information is useful to investors in this regard. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition. In addition, the Company presents FFO as adjusted. Management believes it is useful to provide FFO as adjusted as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO as adjusted is FFO plus costs (gain) associated with loan refinancing or payoff, transaction costs, severance expense, litigation settlement expense, preferred share redemption costs, termination fees associated with tenants' exercises of education properties buy-out options and provision for loan losses, and by subtracting gain on early extinguishment of debt, gain on insurance recovery and deferred income tax benefit (expense). FFO and FFO as adjusted are non-GAAP financial measures. FFO and FFO as adjusted do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations, cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFO as adjusted the same way so comparisons with other REITs may not be meaningful.
ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, the Company presents AFFO by adding to FFO costs (gain) associated with loan refinancing or payoff, net, transaction costs, severance expense, litigation settlement expense, preferred share redemption costs, termination fees associated with tenants' exercises of education properties buy-out options and provision for loan losses, and by subtracting gain on early extinguishment of debt, gain on insurance recovery, and deferred income tax (benefit) expense; adding
| Q4 2019 Supplemental | Page 26 |
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non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense to management and trustees and amortization of above and below market leases, net and tenant allowances; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue, and the non-cash portion of mortgage and other financing income. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.
INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net income impairment charges, provision for loan losses, transaction costs, interest expense, gross (including interest expense in discontinued operations), severance expense, litigation settlement expense, depreciation and amortization, share-based compensation expense to management and trustees and costs (gain) associated with loan refinancing or payoff, net; subtracting interest cost capitalized, straight-line rental revenue, gain on early extinguishment of debt, gain (loss) on sale of real estate from continuing and discontinued operations, gain on insurance recovery, gain on previously held equity interest, gain on early extinguishment of debt, prepayment fees and deferred income tax benefit (expense). The Company calculated interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. The Company considers the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. The Company's calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
FIXED CHARGE COVERAGE RATIO
The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and preferred share dividends are also added to the denominator. The Company considers the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. The Company's calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
DEBT SERVICE COVERAGE RATIO
The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and recurring principal payments are also added to the denominator. The Company considers the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. The Company's calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
ANNUALIZED ADJUSTED REVENUE
Annualized Adjusted Revenue is Total Revenue for the most recent quarter, excluding public charter school total revenue, other income, and pass through revenues (lease and straight-line revenue on existing operating ground leases in which the Company is a sub-lessor and tenant reimbursements), further adjusted for in-service and disposed projects, percentage rent and participating interest and non-recurring adjustments. This number for the quarter is then multiplied by four to get an annual amount.
| Q4 2019 Supplemental | Page 27 |
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| Appendix to Supplemental Operating and Financial Data | |
|---|---|
| Reconciliation of Certain Non-GAAP Financial Measures | |
| Fourth Quarter and Year Ended December 31, 2019 | |
| Q4 2019 Supplemental | Page 28 |
| --- | --- |
| CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||||||||
| INTEREST COVERAGE RATIO (1): | 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | ||||||||||||
| Net income | $ | 36,297 | $ | 34,003 | $ | 66,594 | $ | 65,349 | $ | 54,031 | $ | 91,833 | ||||||
| Impairment charges | 23,639 | — | — | — | 10,735 | — | ||||||||||||
| Transaction costs | 5,784 | 5,959 | 6,923 | 5,123 | 1,583 | 1,101 | ||||||||||||
| Interest expense, gross | 36,442 | 37,575 | 37,999 | 37,138 | 36,304 | 36,360 | ||||||||||||
| Severance expense | 423 | 1,521 | — | 420 | 5,938 | — | ||||||||||||
| Depreciation and amortization | 44,530 | 45,134 | 42,355 | 39,743 | 39,541 | 38,623 | ||||||||||||
| Share-based compensation expense | ||||||||||||||||||
| to management and trustees | 3,348 | 3,372 | 3,283 | 3,177 | 3,816 | 3,687 | ||||||||||||
| Costs associated with loan refinancing or payoff | 43 | 38,407 | — | — | — | — | ||||||||||||
| Interest cost capitalized | (273 | ) | (386 | ) | (1,530 | ) | (3,137 | ) | (2,669 | ) | (2,697 | ) | ||||||
| Straight-line rental revenue | (3,516 | ) | (4,399 | ) | (3,223 | ) | (2,414 | ) | (3,216 | ) | (3,079 | ) | ||||||
| Gain on sale of real estate | (5,648 | ) | (14,303 | ) | (9,774 | ) | (6,328 | ) | (349 | ) | (2,215 | ) | ||||||
| Gain on sale of investment in direct financing leases | — | — | — | — | — | (5,514 | ) | |||||||||||
| Prepayment fees | — | (1,760 | ) | — | (900 | ) | (7,391 | ) | (20,026 | ) | ||||||||
| Deferred income tax (benefit) expense | (847 | ) | (984 | ) | (1,675 | ) | (609 | ) | (182 | ) | 92 | |||||||
| Interest coverage amount | $ | 140,222 | $ | 144,139 | $ | 140,952 | $ | 137,562 | $ | 138,141 | $ | 138,165 | ||||||
| Interest expense, net | $ | 34,907 | $ | 36,640 | $ | 36,278 | $ | 33,826 | $ | 33,515 | $ | 33,576 | ||||||
| Interest income | 1,262 | 549 | 191 | 175 | 120 | 87 | ||||||||||||
| Interest cost capitalized | 273 | 386 | 1,530 | 3,137 | 2,669 | 2,697 | ||||||||||||
| Interest expense, gross | $ | 36,442 | $ | 37,575 | $ | 37,999 | $ | 37,138 | $ | 36,304 | $ | 36,360 | ||||||
| Interest coverage ratio | 3.8 | 3.8 | 3.7 | 3.7 | 3.8 | 3.8 | ||||||||||||
| FIXED CHARGE COVERAGE RATIO (1): | ||||||||||||||||||
| Interest coverage amount | $ | 140,222 | $ | 144,139 | $ | 140,952 | $ | 137,562 | $ | 138,141 | $ | 138,165 | ||||||
| Interest expense, gross | $ | 36,442 | $ | 37,575 | $ | 37,999 | $ | 37,138 | $ | 36,304 | $ | 36,360 | ||||||
| Preferred share dividends | 6,034 | 6,034 | 6,034 | 6,034 | 6,034 | 6,036 | ||||||||||||
| Fixed charges | $ | 42,476 | $ | 43,609 | $ | 44,033 | $ | 43,172 | $ | 42,338 | $ | 42,396 | ||||||
| Fixed charge coverage ratio | 3.3 | 3.3 | 3.2 | 3.2 | 3.3 | 3.3 | ||||||||||||
| DEBT SERVICE COVERAGE RATIO (1): | ||||||||||||||||||
| Interest coverage amount | $ | 140,222 | $ | 144,139 | $ | 140,952 | $ | 137,562 | $ | 138,141 | $ | 138,165 | ||||||
| Interest expense, gross | $ | 36,442 | $ | 37,575 | $ | 37,999 | $ | 37,138 | $ | 36,304 | $ | 36,360 | ||||||
| Recurring principal payments | — | — | — | — | — | — | ||||||||||||
| Debt service | $ | 36,442 | $ | 37,575 | $ | 37,999 | $ | 37,138 | $ | 36,304 | $ | 36,360 | ||||||
| Debt service coverage ratio | 3.8 | 3.8 | 3.7 | 3.7 | 3.8 | 3.8 | ||||||||||||
| (1) See pages 25 through 27 for definitions. | ||||||||||||||||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | ||||||||||||||||||
| Q4 2019 Supplemental | Page 29 | |||||||||||||||||
| --- | --- |
| RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||||||||
| The interest coverage amount per the table on page 29 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows: | ||||||||||||||||||
| 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | |||||||||||||
| Net cash provided by operating activities | $ | 102,268 | $ | 127,506 | $ | 87,372 | $ | 122,384 | $ | 83,446 | $ | 151,134 | ||||||
| Equity in (loss) income from joint ventures | (905 | ) | (435 | ) | 470 | 489 | (5 | ) | 20 | |||||||||
| Distributions from joint ventures | — | — | — | (112 | ) | — | — | |||||||||||
| Amortization of deferred financing costs | (1,621 | ) | (1,552 | ) | (1,517 | ) | (1,502 | ) | (1,490 | ) | (1,470 | ) | ||||||
| Amortization of above and below market leases, net and tenant allowances | 119 | 107 | 58 | 59 | 54 | 55 | ||||||||||||
| Amortization of operating lease assets and liabilities | (161 | ) | (1,323 | ) | 735 | (445 | ) | — | — | |||||||||
| Changes in assets and liabilities, net: | ||||||||||||||||||
| Mortgage notes and related accrued interest receivable | (8 | ) | (1,155 | ) | 1,409 | 135 | (453 | ) | 596 | |||||||||
| Accounts receivable | 14,320 | (500 | ) | 2,234 | (14,669 | ) | 8,680 | 7,995 | ||||||||||
| Direct financing lease receivable | 17 | 52 | 59 | 58 | 63 | 99 | ||||||||||||
| Other assets | (1,888 | ) | (2,245 | ) | (239 | ) | 5,673 | (1,662 | ) | (1,272 | ) | |||||||
| Accounts payable and accrued liabilities | (21,851 | ) | (5,639 | ) | 4,634 | (4,684 | ) | 6,265 | (18,002 | ) | ||||||||
| Unearned rents and interest | 11,132 | (8,769 | ) | 5,568 | (5,951 | ) | 15,912 | (12,649 | ) | |||||||||
| Straight-line rental revenue | (3,516 | ) | (4,399 | ) | (3,223 | ) | (2,414 | ) | (3,216 | ) | (3,079 | ) | ||||||
| Interest expense, gross | 36,442 | 37,575 | 37,999 | 37,138 | 36,304 | 36,360 | ||||||||||||
| Interest cost capitalized | (273 | ) | (386 | ) | (1,530 | ) | (3,137 | ) | (2,669 | ) | (2,697 | ) | ||||||
| Transaction costs | 5,784 | 5,959 | 6,923 | 5,123 | 1,583 | 1,101 | ||||||||||||
| Severance expense (cash portion) | 363 | 1,103 | — | 317 | 2,720 | — | ||||||||||||
| Prepayment fees | — | (1,760 | ) | — | (900 | ) | (7,391 | ) | (20,026 | ) | ||||||||
| Interest coverage amount (1) | $ | 140,222 | $ | 144,139 | $ | 140,952 | $ | 137,562 | $ | 138,141 | $ | 138,165 | ||||||
| Net cash (used) provided by investing activities | $ | 381,255 | $ | 176,446 | $ | (333,363 | ) | $ | (127,833 | ) | $ | (104,684 | ) | $ | 46,868 | |||
| Net cash (used) provided by financing activities | $ | (73,886 | ) | $ | (194,098 | ) | $ | 235,607 | $ | 9,154 | $ | (56,075 | ) | $ | (116,130 | ) | ||
| (1) See pages 25 through 27 for definitions. | ||||||||||||||||||
| Q4 2019 Supplemental | Page 30 | |||||||||||||||||
| --- | --- |
| RECONCILIATION OF QUARTERLY CASH NOI RUN RATE AND QUARTERLY GAAP NOI RUN RATE |
|---|
Net Operating Income ("NOI"), Quarterly Cash NOI Run Rate and Quarterly GAAP NOI Run Rate as used on page 23 are non-GAAP financial measures and should not be considered as alternatives to net income (loss) in accordance with GAAP as indications of the Company's performance or to cash flows as a measure of the Company's liquidity. The table on page 32 provides reconciliations of these non-GAAP measures and should be read in conjunction with the reconciliations on page 33 of the Company's Adjusted EBITDA - continuing operations to the Company's net income.
The following explanatory notes apply to the table on page 32.
(1) Adjustments for Corporate/Unallocated and Other is calculated by subtracting total investment expenses from total revenue.
(2) Adjustments for properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance.
(3) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing 12 month amount divided by 4 for continuing investments only.
(4) Adjustments for properties commencing or terminating cash payments during the quarter, as well as in-service and disposed projects with only straight-line revenue.
(5) Non-recurring adjustments relate primarily to NOI from properties excluded from the calculation and disclosed at their carrying value.
| Q4 2019 Supplemental | Page 31 |
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| RECONCILIATION OF NET ASSET VALUE (NAV) COMPONENTS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||
| ANNUALIZED NET OPERATING INCOME (NOI) RUN RATES (FOR NAV CALCULATIONS) | ||||||||||||
| FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 | ||||||||||||
| OWNED | FINANCED | CORPORATE/ UNALLOCATED AND OTHER | TOTAL | |||||||||
| Total revenue | $ | 168,130 | $ | 9,058 | $ | 252 | $ | 177,440 | ||||
| Property operating expense | 15,876 | — | 210 | 16,086 | ||||||||
| Other expense | 9,728 | — | 445 | 10,173 | ||||||||
| Total investment expense | 25,604 | — | 655 | 26,259 | ||||||||
| General and administrative expense | — | — | (10,831 | ) | (10,831 | ) | ||||||
| Adjusted EBITDA | $ | 142,526 | $ | 9,058 | $ | (11,234 | ) | $ | 140,350 | |||
| General and administrative expense | — | — | 10,831 | 10,831 | ||||||||
| Corporate/unallocated and other (1) | — | — | 403 | 403 | ||||||||
| NOI | $ | 142,526 | $ | 9,058 | $ | — | $ | 151,584 | ||||
| Quarterly cash NOI run rate | ||||||||||||
| NOI | $ | 142,526 | $ | 9,058 | $ | — | $ | 151,584 | ||||
| In-service and disposition adjustments (4) | (3,808 | ) | (773 | ) | — | (4,581 | ) | |||||
| Percentage rent/participation adjustments (3) | (2,947 | ) | — | — | (2,947 | ) | ||||||
| Non-recurring adjustments (5) | 1,170 | — | — | 1,170 | ||||||||
| Non-cash revenue | (3,628 | ) | (28 | ) | — | (3,656 | ) | |||||
| Quarterly cash NOI run rate | 133,313 | 8,257 | — | 141,570 | ||||||||
| x4 | x4 | x4 | x4 | |||||||||
| Annualized cash NOI run rate | $ | 533,252 | $ | 33,028 | $ | — | $ | 566,280 | ||||
| Quarterly GAAP NOI run rate | ||||||||||||
| NOI | $ | 142,526 | $ | 9,058 | $ | — | $ | 151,584 | ||||
| In-service and disposition adjustments (2) | (3,803 | ) | (777 | ) | — | (4,580 | ) | |||||
| Percentage rent/participation adjustments (3) | (2,947 | ) | — | — | (2,947 | ) | ||||||
| Non-recurring adjustments (5) | 1,170 | — | — | 1,170 | ||||||||
| Quarterly GAAP NOI run rate | $ | 136,946 | $ | 8,281 | $ | — | $ | 145,227 | ||||
| x4 | x4 | x4 | x4 | |||||||||
| Annualized GAAP NOI run rate | $ | 547,784 | $ | 33,124 | $ | — | $ | 580,908 | ||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | ||||||||||||
| Q4 2019 Supplemental | Page 32 | |||||||||||
| --- | --- |
| RECONCILIATION OF EBITDAre, ADJUSTED EBITDA, ANNUALIZED ADJUSTED EBITDA AND ANNUALIZED ADJUSTED REVENUE | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||||||||||||
| ADJUSTED EBITDA (1): | 4TH QUARTER 2019 | 3RD QUARTER 2019 | 2ND QUARTER 2019 | 1ST QUARTER 2019 | 4TH QUARTER 2018 | 3RD QUARTER 2018 | ||||||||||||
| Net income | $ | 36,297 | $ | 34,003 | $ | 66,594 | $ | 65,349 | $ | 54,031 | $ | 91,833 | ||||||
| Interest expense, net | 34,907 | 36,640 | 36,278 | 33,826 | 33,515 | 33,576 | ||||||||||||
| Income tax (benefit) expense | (530 | ) | (600 | ) | (1,300 | ) | (605 | ) | 108 | 515 | ||||||||
| Depreciation and amortization | 44,530 | 45,134 | 42,355 | 39,743 | 39,541 | 38,623 | ||||||||||||
| Gain on sale of real estate | (5,648 | ) | (14,303 | ) | (9,774 | ) | (6,328 | ) | (349 | ) | (2,215 | ) | ||||||
| Gain on sale of investment in direct financing leases | — | — | — | — | — | (5,514 | ) | |||||||||||
| Impairment charges | 23,639 | — | — | — | 10,735 | — | ||||||||||||
| Costs associated with loan refinancing or payoff | 43 | 38,407 | — | — | — | — | ||||||||||||
| Equity in loss (income) from joint ventures | 905 | 435 | (470 | ) | (489 | ) | 5 | (20 | ) | |||||||||
| EBITDAre | $ | 134,143 | $ | 139,716 | $ | 133,683 | $ | 131,496 | $ | 137,586 | $ | 156,798 | ||||||
| Severance expense | 423 | 1,521 | — | 420 | 5,938 | — | ||||||||||||
| Litigation settlement expense | — | — | — | — | — | — | ||||||||||||
| Transaction costs | 5,784 | 5,959 | 6,923 | 5,123 | 1,583 | 1,101 | ||||||||||||
| Prepayment fees | — | (1,760 | ) | — | (900 | ) | (7,391 | ) | (20,026 | ) | ||||||||
| Adjusted EBITDA (for the quarter) | $ | 140,350 | $ | 145,436 | $ | 140,606 | $ | 136,139 | $ | 137,716 | $ | 137,873 | ||||||
| Adjusted EBITDA (2) | $ | 561,400 | $ | 581,744 | $ | 562,424 | $ | 544,556 | $ | 550,864 | $ | 551,492 | ||||||
| ANNUALIZED ADJUSTED EBITDA (1): | ||||||||||||||||||
| Adjusted EBITDA (for the quarter) | $ | 140,350 | $ | 145,436 | $ | 140,606 | $ | 136,139 | $ | 137,716 | $ | 137,873 | ||||||
| Corporate/unallocated and other NOI (3) | 403 | (2,173 | ) | (1,855 | ) | (1,925 | ) | (1,530 | ) | (1,899 | ) | |||||||
| In-service and disposition adjustments (4) | (4,580 | ) | 528 | 5,591 | 252 | 243 | (3,645 | ) | ||||||||||
| Percentage rent/participation adjustments (5) | (2,947 | ) | 206 | (856 | ) | 1,335 | (2,339 | ) | (463 | ) | ||||||||
| Non-recurring adjustments (6) | 1,170 | 213 | 2,668 | (72 | ) | (240 | ) | 24 | ||||||||||
| Annualized Adjusted EBITDA (for the quarter) | $ | 134,396 | $ | 144,210 | $ | 146,154 | $ | 135,729 | $ | 133,850 | $ | 131,890 | ||||||
| Annualized Adjusted EBITDA (7) | $ | 537,584 | $ | 576,840 | $ | 584,616 | $ | 542,916 | $ | 535,400 | $ | 527,560 | ||||||
| ANNUALIZED ADJUSTED REVENUE (1): | ||||||||||||||||||
| Total revenue (for the quarter) | $ | 177,440 | ||||||||||||||||
| Other income | (8,386 | ) | ||||||||||||||||
| Pass-through revenues | (11,793 | ) | ||||||||||||||||
| In-service and disposition adjustments (4) | (6,168 | ) | ||||||||||||||||
| Percentage rent/participation adjustments (5) | (2,947 | ) | ||||||||||||||||
| Non-recurring adjustments (6) | (423 | ) | ||||||||||||||||
| Annualized Adjusted Revenue (for the quarter) | $ | 147,723 | ||||||||||||||||
| Annualized Adjusted Revenue (8) | $ | 590,892 | ||||||||||||||||
| (1) See pages 25 through 27 for definitions. | ||||||||||||||||||
| (2) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount. | ||||||||||||||||||
| (3) Adjustments for Corporate/Unallocated and Other is calculated by subtracting total investment expenses from total revenue. | ||||||||||||||||||
| (4) Adjustments for properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance, for continuing properties only. | ||||||||||||||||||
| (5) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing 12 month amount divided by 4. | ||||||||||||||||||
| (6) Non-recurring adjustments relate primarily to properties under operating agreements with third parties. | ||||||||||||||||||
| (7) Annualized Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount. | ||||||||||||||||||
| (8) Annualized Adjusted Revenue for the quarter is multiplied by four to calculate an annual amount. | ||||||||||||||||||
| Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income. | ||||||||||||||||||
| Q4 2019 Supplemental | Page 33 | |||||||||||||||||
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