Earnings Call Transcript - EPR Q1 2024

Brian Moriarty, Senior VP of Corporate Communications

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

Greg Silvers, Chairman and CEO

Thank you, Brian. Good morning, everyone, and thank you for joining us on today's first quarter 2024 earnings call and webcast. In the first quarter, we were pleased to continue the momentum established during the fourth quarter of 2023, executing investment spending across our target experiential property types. Our coverage levels remain strong, and we believe they are indicative of the resiliency of the experiences our customers offer. The box office remains in line with our expectations, and we look forward to seeing the results of the coming months as key titles come out. More broadly, I'd like to highlight some of the significant strides made to our overall value proposition as we move into 2023-2024. We have continued to diversify and strengthen our portfolio of experiential properties. As evidenced by our coverage metrics, we remain focused on growing an experiential portfolio that is built for the long run and is able to sustain various economic cycles. While we are currently constrained in our capital deployment, we have been actively cultivating our unique relationships and exploring new potential investments that align with our experiential portfolio. This work provides a foundation for future investments and growth in our portfolio. We saw a strong rebound in the box office last year. And while we anticipate that the 2024 box office will be slightly down versus 2023, we know this is driven by delays in titles as opposed to consumer demand, and that 2025 looks excellent. Additionally, we firmly believe that the debate around streaming versus theater exhibition for movies has been resolved. As studios look for a high potential return on investment on movie production costs, theater exhibition remains the essential primary distribution channel with streaming complementing the ecosystem downstream. Our balance sheet, coupled with significant free cash flow allows us to fund our anticipated investment spending while also supporting a well-covered monthly dividend. We are committed to sustaining these important attributes as we work toward an improved cost of capital. Finally, as we have stated previously, we're working diligently to control the factors we can manage. While macroeconomic factors can and have had a significant impact on our business, we continue to focus on being positioned for success. Now I'll turn the call over to Greg Zimmerman to go over the business in greater detail.

Greg Zimmerman, Executive Vice President and CIO

Thanks, Greg. At the end of the quarter, our total investments were approximately $6.9 billion, with 358 properties that are 99% leased, excluding properties we intend to sell. During the quarter, our investment spending was $85.7 million, 100% of the spending was in our experiential portfolio. Our Experiential portfolio comprises 288 properties with 51 operators and accounts for 93% of our total investments or approximately $6.4 billion. And at the end of the quarter, excluding the properties we intend to sell, was 99% leased. Our Education portfolio comprises 70 properties with 8 operators. And at the end of the quarter, excluding the properties we intend to sell was 100% leased. Turning to coverage. The most recent data provided is based on a December trailing 12-month period. Overall portfolio coverage for the trailing 12 months continues to be strong at 2.2x. Trailing 12-month coverage for theaters is 1.7x, with box office at $8.9 billion for the same period. Our theater coverage reporting assumes that the Regal deal was in place for the entire trailing 12-month period. Trailing 12-month coverage for the non-theater portion of our portfolio is 2.6x. Now I'll update you on the operating status of our tenants. Our theater coverage is at 2019 levels even though North American box office remains well below 2019 levels. We continue to see sustained increases in food and beverage spending and spending on premium large-format screens. Our portfolio is well positioned to benefit from these trends. And importantly, the box office generated from our high-quality theater portfolio continues to outperform the industry. Turning to Box Office and the state of the industry. Q1 North American Box Office was $1.6 billion, while Q1 performance was down 6.6% from Q1 2023 as a result of strong performances by Dune: Part Two; Kung Fu Panda 4; Godzilla x Kong: The New Empire; and Ghostbusters: Frozen Empire, March's $739 million growth exceeded March 2023 by 17.4%. To date, 10 films have grossed more than $60 million in 2024. These results once again demonstrate consumers want to see good films on the big screen. Box office gross is directly tied to the number of titles released and we remain optimistic that as the year progresses, more titles than anticipated will be released as studios ramp up production coming out of the delays caused by the writers and actors strikes. April was down somewhat because of a lack of titles, but we expect to return to stronger cadence in May, continuing throughout the remainder of the year with titles including IF, Inside Out 2 and Deadpool & Wolverine. With this, we reaffirm our previous estimate of between $8 billion and $8.4 billion for calendar year 2024. While it's too early to provide estimates for 2025, we are confident it will be a significant improvement over both 2023 and 2024. Turning now to an update on our other major customer groups. We continue to see good results and ongoing consumer demand across all segments of our drive-to, value-oriented destinations. As has been the case for several quarters, increases in fixed costs, including labor, insurance and taxes continue to pressure EBITDARM for many of our operators. Likewise, in some locations, we continue to see some pullback in attendance from post-COVID highs. Nonetheless, our non-theater coverage remains healthy at 2.6x, the same as we reported on our Q3 and Q4 calls. Our Eat & Play assets continued good performance with portfolio EBITDARM up 6% in Q1 2024 over Q1 2023. After completing 4 refreshes in 2023 that they funded, Topgolf will fund refreshes at 3 more of our units in 2024. A number of our attractions were closed seasonally in Q1. Bavarian Inn and Frankenmuth, Michigan opened the first phase of its family entertainment center in Q4 with a ropes course and climbing wall scheduled to open in Q2. The full project, including the 100,000 square foot indoor water park will open in late 2024. The new offerings are beginning to drive revenue and EBITDARM growth. Our fitness assets continue to show membership growth. Even while under construction for an extensive expansion project scheduled to open in spring 2025, our Springs Resort in Pagosa Springs continues its ADR growth. We're confident the expansion will drive growth at this outstanding asset. Ski results for the season were solid, despite weather-based attendance challenges everywhere but Alaska. In general pass sales across the portfolio offset any weather issues. Our Alyeska Resort benefited from an above-average snowfall and the introduction of the Ikon Pass. Hotel room renovations are complete at Alyeska, with restaurant and lobby renovations expected to be completed by year-end. Our significant expansion at the Jellystone Kozy Rest RV park north of Pittsburgh is 90% complete. And with the substantial improvements, we anticipate increases in revenue and EBITDARM. Both the Margaritaville Nashville Hotel and our Camp Margaritaville RV resort & Lodge in Pigeon Forge, continue to perform very well. We have seen some softness in ADR at the St. Petersburg market, which negatively impacted our Bellwether and Beachcomber Resorts. Our Education portfolio continues to perform well with year-over-year increases across the portfolio through Q4 of 6% in revenue and 13% in EBITDARM. As we indicated last year, our KinderCare portfolio was subject to a rent reset retroactive to January 1, but calculated in the first quarter. We have reached an overall agreement with KinderCare to reset the rent. As we anticipated, our overall rent increased by approximately $1 million, and we will receive one location back at the end of the quarter, which we are actively marketing. We have sold 4 of the 5 KinderCare locations we took back last year. During Q1, our investment spending was $85.7 million. We closed on the $33.4 million acquisition of Enchanted Forest Water Safari in Old Forge, New York in a sale-leaseback transaction and established a relationship with an attractions operator new to EPR. Enchanted Forest Water Safari is a 4-season resort in the heart of the Adirondacks, with the largest water park in New York, amusement rides, a hotel, private lake, RV sites and cabins and access to hundreds of miles of snowmobile trails. We also extended our relationship with Andretti Karting, closing on 2 new build-to-suit locations. As we announced on the year-end call, we provided build-to-suit financing for our sixth Andretti Karting location, this one in the greater Kansas City area. The total commitment is $35 million, with $8.8 million funded at closing. After our year-end call, we also closed on a $5.8 million loan to Andretti to acquire land in Schaumburg, Illinois for another build-to-suit Andretti Karting location. Upon finalization of a construction contract and completion of due diligence items, the mortgage will be converted to a triple net lease with funding capped at $38 billion. Cap rates for these deals exceeded 8%, creating compelling long-term value. We're maintaining investment spending guidance for funds to be deployed in 2024 in a range of $200 million to $300 million. Through quarter end, we have committed approximately $220 million for experiential development and redevelopment projects that have been closed, but are not yet funded, to be deployed over the next 2 years. We anticipate approximately $111 million of the $220 million will be deployed in 2024, which amount is included at the midpoint of our 2024 guidance range. In most of our experiential categories, we continue to see high-quality opportunities for both acquisition and build-to-suit redevelopment and expansion. We have a robust pipeline with new and existing customers and concepts. Given our cost of capital, we will continue to maintain discipline and to fund those investments primarily from cash on hand, cash from operations, proceeds from dispositions and with our borrowing availability under our unsecured revolving credit facility. Turning to a quick update on capital recycling. As we announced on our year-end call, in Q1, we sold both of our Titanic Museums in Pigeon Forge, Tennessee and Branson, Missouri to a private equity firm at a 6% cap rate on in-place income for a combined $45 million in net proceeds and a gain on sale of approximately $17 million. The cap rate and gain demonstrate the value of our experiential investments. We also sold the third of our vacant former Regal theaters for $1.2 million and a gain of approximately $900,000. We have 8 remaining to sell with signed purchase and sale agreements for 3 of those 8. Beyond the 8 vacant former Regal theaters, we have one remaining vacant AMC theater and a vacant Xscape Theater we terminated in Q4. We are maintaining our 2024 disposition guidance in the range of $50 million to $75 million.

Mark Peterson, Executive Vice President and CFO

Thank you, Greg. Today, I will discuss our financial performance for the first quarter, provide an update on our balance sheet and close with an update on 2024 guidance. FFO as adjusted for the quarter was $1.13 per share versus $1.26 in the prior year, and AFFO for the quarter was $1.12 per share compared to $1.30 in the prior year. Note that out-of-period deferral collections from cash basis customers included in income were $0.6 million for the quarter, were $6.5 million in the prior year, resulting in a decrease of $0.08 per share versus prior year. Now moving to the key variances. Total revenue for the quarter was $167.2 million versus $171.4 million in the prior year. Within total revenue, rental revenue decreased by $9.3 million versus the prior year. The positive impact of net investment spending in the current quarter and prior year was more than offset by the reduction in out-of-period deferral collections that I just mentioned, as well as a reduction in rental revenue related to the Regal restructuring that took place in August of 2023. Additionally, percentage rents for the quarter increased slightly to $1.9 million versus $1.8 million in the prior year. Recall that percentage rent is expected to be recognized for the first time later this year for theaters under the Regal master lease. Based on the current film slate, we expect that all of this percentage rent will be recognized in July of Q3, the last month of the lease year. The increase in mortgage and other financing income of $2.4 million was due to additional investments in mortgage notes in the current quarter and prior year. Both other income and other expense relate primarily to our consolidated operating properties, including the Kartrite Hotel & Indoor Waterpark and 7 operating theaters. The increase in other income and other expense compared to the prior year was due primarily to the additional 5 theaters surrendered by and previously leased to Regal, which have been operated by third parties on EPR's behalf since early August of 2023. On the expense side, the following 3 items are excluded from FFO as adjusted, but I would like to give some details on the increases over prior year. First, retirement and severance expenses for the quarter of $1.8 million related primarily to a previously announced executive retirement. Second, the increase in provision for credit losses of $2.2 million is due to applying the credit loss accounting standard to our portfolio of mortgage notes including the impact from additional investments funded in the quarter and commitments as well as the impact of changes in the macroeconomic environment. And third, the gain on sale of real estate of $17.9 million for the quarter is primarily attributable to the sale of the 2 cultural properties that Greg mentioned in his comments. Lastly, FFO as adjusted from joint ventures for the quarter decreased by $1.3 million versus the prior year due to softer performance at our Experiential Lodging properties in St. Petersburg, Florida. In addition, while the first quarter of the year is the off-season for our RV parks, these properties had increases in expenses versus the prior year. Turning to the next slide, I'll review some of the company's key CRE credit ratios. As you can see, our coverage ratios continue to be strong with fixed charge coverage at 3.1x, in both interest and debt service coverage ratios at 3.6x. Our net debt to adjusted EBITDAre was 5.5x for the quarter. However, net debt to annualized adjusted EBITDAre, a better measure of leverage, was 5.2x or about 30 basis points lower. Annualized adjusted EBITDAre includes the annualization of investments put in service acquired or disposed of during the quarter, as well as the expected earnings on property under development, the annualization of percentage rents and adjustments for other items. Additionally, our net debt to gross assets was 39% on a book basis at March 31. Lastly, we increased our common dividend by 3.6% beginning with the dividend that was paid in April. Our common dividend continues to be very well covered with an AFFO payout ratio for the first quarter of 75%. Now let's move to our balance sheet, which is in great shape. At quarter end, we had consolidated debt of $2.8 billion, all of which is either fixed-rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.3%. Additionally, our weighted average consolidated debt maturity is 4 years with only $136.6 million due in August 2024, which we anticipate paying off using our line of credit. We had $59.5 million of cash on hand at quarter end and no balance drawn on our $1 billion revolver, which positions us well given the continued difficult backdrop of the capital markets. We are confirming our previously announced 2024 FFO as adjusted per share guidance of $4.76 to $4.96, and investment spending guidance of $200 million to $300 million. We are also confirming the guidance we previously provided for certain other categories. Note that about 75% to 80% of our total anticipated percentage rent is expected to be recognized in the back half of the year. Guidance details can be found on Page 24 of our supplemental. On the next slide, I wanted to illustrate, as I did last quarter, the anticipated impact on growth and FFO as adjusted per share for 2024 at the midpoint of guidance when you remove the impact of out-of-period cash basis deferral collections from 2023 of $36.4 million or $0.48 per share and the amount we collected of such amounts in the first quarter of $0.6 million or $0.01 per share which is all that we anticipate collecting for this year. As you can see on the schedule, FFO as adjusted per share growth without deferral collections from 2023 to 2024 is expected to be 3.2%. Expected growth at just over 4% when also excluding the impact of lease termination fees recognized in 2023 of $3.4 million.

Greg Silvers, Chairman and CEO

Thank you, Mark. As we are all learning to operate in a higher-for-longer environment, our portfolio continues to demonstrate the resilience of consumer demand for value-oriented experiential assets. Additionally, we're off to a solid start for our investment spending and disposition targets. In summary, we continue to be positioned to succeed for our shareholders with a well-covered dividend and a path for growth. Now let's open it up for questions. Stacy?

Joshua Dennerlein, Analyst

Greg, you mentioned in your prepared remarks, you're capital constrained, but I also noticed you have 3 categories of properties you want to reduce the early childhood education, private school and theaters. How do you think about tapping those for capital recycling?

Greg Silvers, Chairman and CEO

I believe, Josh, we are actively exploring that. Our top priority is to address vacant properties since they do not generate income and incur costs. However, as we identify market conditions and new opportunities, we will certainly keep looking into those. It's clear that the theater market is facing challenges. Greg and his team have performed well in navigating some of those issues. As we align opportunities with our capital needs, we plan to further investigate our Education portfolio.

Greg Zimmerman, Executive Vice President and CIO

Yes, Josh, it's a strong portfolio, obviously, 100% leased with revenue and EBITDARM and continuing to grow. So I think it's actionable at the right time.

Mark Peterson, Executive Vice President and CFO

Sure. Probably the biggest variable on percentage rents is probably the theater portfolio. Remember, with the Regal lease, we have a low threshold. So we expect to be in percentage rents. And then that's all going to be contingent on Box Office and more specifically, how our individual properties perform. Beyond the theaters, there's other percentage rents that can go up or down, certainly based on the performance of other property types, but probably the biggest variable is theater percentage rents. As far as how operating properties flow through the income statement, you have on the consolidated side, you've got the 7 operating theaters and Kartrite and those are operating properties that show up in other income and other expense. So we guide to those. You can see the guidance on Page 24 of our supplemental where we give a range for other income and other expense to get a sense of what those numbers will be. In addition to the operating theaters there in the Kartrite, there is some other income and expense that can go through there, like FX and so forth. But the primary thing is those operating properties. And then the other operating impact is really on the JV side, which is reported as equity income or loss from joint ventures, and we also provide guidance on that along with the FFO impact from those joint ventures. So that's our properties in St. Petersburg and then the RV parks. And those are, again, operating properties that we have a percentage interest in.

Bennett Rose, Analyst

I'm just wondering when you talk to your tenants, I guess, particularly maybe on the operating side, are they seeing any or voicing any concerns around consumer propensity to spend? I mean, as you know, there's been rising concerns around the health of the U.S. economy, particularly kind of a middle market consumer. And I'm just wondering if you're kind of have any thoughts along that front?

Greg Silvers, Chairman and CEO

Yes, Smedes, we are maintaining close communication with them. While concerns are being expressed, we haven't seen them reflected in our financial results. There's a general concern present in media discussions, but our numbers indicate otherwise, particularly with EBITDARM increasing in the Eat & Play segment, which typically shows trends sooner. For instance, Cinemark's recent report mentioned strong food and beverage spending during moviegoing. Despite the evident concerns, they haven't yet impacted our results. Greg?

Greg Zimmerman, Executive Vice President and CIO

No, I think that covers it, Greg. Yes, Smedes. So obviously, we announced we sold 1 theater in Q1, and we have 3 of the 8 remaining Regal's under contract of sale. That's about the same as last quarter. We have had some ins and outs on LOIs, which, as we report every quarter is usually a function of whether folks want to get a zoning variance or make changes to the underlying real estate. So sometimes they feel like it's going to take longer than they thought. We do have interest in all those remaining Regal. We also have significant interest in the AMC, which is in Hamilton, New Jersey. And then we're starting to get interest in the Xscape Theater, which we just terminated at the end of Q4. So we feel pretty good. In general, since COVID, we've sold our terminated leases for 16 theaters, and we averaged around 6 a year, plus or minus, and we feel pretty good about that cadence this year.

Gregory Silvers, Chairman and CEO

Well, thank you, everyone, for joining us today. We look forward to probably meeting with all of you and investors in NAREIT coming up shortly. Have a great day, and thanks for attending. Bye-bye.

Operator, Operator

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