Exhibit 99.2
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Supplemental Operating and Financial Data |
First Quarter Ended March 31, 2015 |
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EPR Properties |
Supplemental Operating and Financial Data |
First Quarter Ended March 31, 2015 |
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Table of Contents |
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Section | | | | | | | | Page |
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Company Profile | |
Investor Information | |
Selected Financial Information | |
Selected Balance Sheet Information | |
Selected Operating Data | |
Funds From Operations and Funds From Operations as Adjusted | |
Adjusted Funds From Operations | |
Capital Structure | |
Summary of Ratios | |
Capital Spending and Disposition Summaries | |
Property Under Development - Investment Spending Estimates | |
Financial and Investment Information by Asset Type and Segment | |
Lease Expirations | |
Top Ten Customers by Revenue from Continuing Operations | |
Summary of Mortgage Notes Receivable | |
Summary of Notes Receivable | |
Definitions-Non-GAAP Financial Measures | |
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,” “anticipates,” “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. 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. 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. 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 29 through 30 for definitions of certain non-GAAP financial measures used in this document.
EPR Properties
Company Profile
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.
Since that time, the Company has grown into a leading specialty real estate investment trust with an investment portfolio that includes Entertainment, Education, Recreation and Other specialty investments.
EPR’s primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations (“FFO”) and dividends per share. Our prevailing strategy is to focus on long-term investments in a limited number of categories in which we maintain a depth of knowledge and relationships, and which we believe offer sustained performance throughout all economic cycles. We believe our focused niche approach provides a competitive advantage, and the potential for higher growth and better yields.
We also adhere to rigorous underwriting and investing criteria, centered on key industry and property level cash flow criteria. As part of our growth strategy we will consider acquiring, developing or financing additional properties which are consistent with our overall strategy and meet our underwriting and investing criteria. In executing our growth strategy, we will employ moderate leverage. We have historically paid out approximately 80% of our FFO as adjusted in the form of dividends. This allows investors to realize a portion of their returns on a current basis.
Following are the key criteria against which our investments are evaluated:
Inflection Opportunity - Renewal or restructuring in an industry’s properties
Enduring Value - Real estate devoted to and improving long-lived activities
Excellent Execution - Market-dominant performance that creates value beyond tenant credit
Attractive Economics - Accretive initial returns along with growth in yield
Advantageous Position - Sustainable competitive advantages
EPR Properties
Investor Information
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Senior Management |
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Greg Silvers | | Mark Peterson |
President and Chief Executive Officer | | Senior Vice President and Chief Financial Officer |
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Jerry Earnest | | Craig Evans |
Senior Vice President and Chief Investment Officer | | Senior Vice President - General Counsel and Corporate Secretary |
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Tom Wright | | Mike Hirons |
Senior Vice President - Human Resources and Administration | | Vice President - Strategic Planning |
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Company Information |
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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-PrF |
New York Stock Exchange | | |
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Equity Research Coverage |
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Bank of America Merrill Lynch | Jane Wong | 646-855-3378 |
Citi Global Markets | Michael Bilerman/Nick Joseph | 212-816-4471 |
FBR Capital Markets & Co. | Daniel Altscher | 703-312-1651 |
J.P. Morgan | Anthony Paolone | 212-622-6682 |
Kansas City Capital Associates | Jonathan Braatz | 816-932-8019 |
Keybanc Capital Markets | Jordan Sadler/Craig Mailman | 917-368-2280 |
Ladenburg Thalmann | Daniel Donlan | 212-409-2056 |
RBC Capital Markets | Richard Moore | 440-715-2646 |
Stifel | Simon Yarmak | 443-224-1345 |
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.
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EPR Properties |
Selected Financial Information |
(Unaudited, dollars and shares in thousands) |
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| Three Months Ended March 31, |
Operating Information: | 2015 | | 2014 |
Revenue (1) | $ | 99,436 |
| | $ | 89,857 |
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Net income available to common shareholders of | | | |
EPR Properties | 36,869 |
| | 37,581 |
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Earnings before interest, taxes, depreciation and amortization | | | |
(EBITDA) - continuing operations (2) | 65,111 |
| | 75,652 |
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Earnings before interest, taxes, depreciation and amortization | | | |
(EBITDA) - discontinued operations (2) | (10 | ) | | 3,391 |
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Adjusted EBITDA - continuing operations (2) | 85,295 |
| | 75,848 |
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Adjusted EBITDA - discontinued operations (2) | (10 | ) | | 15 |
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Interest expense, net (1) | 18,587 |
| | 19,899 |
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Recurring principal payments | 3,711 |
| | 2,728 |
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Capitalized interest | 4,348 |
| | 1,287 |
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Straight-lined rental revenue | 2,943 |
| | 1,111 |
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Dividends declared on preferred shares | 5,952 |
| | 5,952 |
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Dividends declared on common shares | 51,907 |
| | 45,360 |
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General and administrative expense | 7,682 |
| | 7,462 |
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Balance Sheet Information: | March 31, |
| 2015 | | 2014 |
Total assets | $ | 3,903,302 |
| | $ | 3,339,113 |
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Accumulated depreciation | 471,057 |
| | 422,463 |
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Total assets before accumulated depreciation (gross assets) | 4,374,359 |
| | 3,761,576 |
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Unencumbered real estate assets (3) | | | |
Number | 200 |
| | 182 |
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Gross book value | 3,075,629 |
| | 2,741,936 |
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Annualized stabilized NOI | 303,853 |
| | 275,032 |
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Total debt | 1,849,424 |
| | 1,482,608 |
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Equity | 1,909,503 |
| | 1,760,514 |
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Common shares outstanding | 57,178 |
| | 53,448 |
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Total market capitalization (using EOP closing price) | 5,628,067 |
| | 4,682,422 |
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Debt/total assets | 47 | % | | 44 | % |
Debt/total market capitalization | 33 | % | | 32 | % |
Debt/gross assets | 42 | % | | 39 | % |
Debt/Adjusted EBITDA - continuing operations (4) | 5.42 |
| | 4.89 |
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Debt/Adjusted EBITDA - continuing and discontinued operations (4) | 5.42 |
| | 4.89 |
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(1) Excludes discontinued operations. | | | |
(2) See pages 29 through 30 for definitions. | | | |
(3) Includes unencumbered rental properties, gross, direct financing lease, net and mortgage notes receivable; excludes property under development and land held for development. |
(4) Adjusted EBITDA is for the quarter annualized. See pages 29 through 30 for definitions. |
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EPR Properties |
Selected Balance Sheet Information |
(Unaudited, dollars in thousands) |
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| | 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 |
Assets | | | | | | | | | | | | |
Rental properties: | | | | | | | | | | | | |
Entertainment | | $ | 2,267,993 |
| | $ | 2,294,112 |
| | $ | 2,287,516 |
| | $ | 2,284,385 |
| | $ | 2,143,392 |
| | $ | 2,152,138 |
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Education | | 380,575 |
| | 365,268 |
| | 306,153 |
| | 199,580 |
| | 199,580 |
| | 193,372 |
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Recreation | | 295,838 |
| | 257,814 |
| | 219,723 |
| | 218,656 |
| | 159,334 |
| | 158,194 |
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Other | | — |
| | — |
| | 10,090 |
| | 10,090 |
| | 10,090 |
| | 10,090 |
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Less: accumulated depreciation | | (471,057 | ) | | (465,660 | ) | | (453,284 | ) | | (439,242 | ) | | (422,463 | ) | | (409,643 | ) |
Land held for development | | 28,119 |
| | 206,001 |
| | 204,641 |
| | 203,443 |
| | 202,552 |
| | 201,342 |
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Property under development | | 390,205 |
| | 181,798 |
| | 189,051 |
| | 182,897 |
| | 138,586 |
| | 89,473 |
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Mortgage notes receivable: (1) | |
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| | | | | | | | |
Entertainment | | 58,220 |
| | 58,220 |
| | 58,220 |
| | 58,220 |
| | 58,220 |
| | 58,220 |
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Education | | 78,496 |
| | 76,917 |
| | 73,709 |
| | 66,013 |
| | 61,027 |
| | 56,505 |
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Recreation | | 385,367 |
| | 367,797 |
| | 409,304 |
| | 379,435 |
| | 366,561 |
| | 366,580 |
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Other | | 5,021 |
| | 5,021 |
| | 5,032 |
| | 5,021 |
| | 5,032 |
| | 5,032 |
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Investment in a direct financing lease, net | | 200,266 |
| | 199,332 |
| | 198,551 |
| | 198,020 |
| | 242,905 |
| | 242,212 |
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Investment in joint ventures | | 5,902 |
| | 5,738 |
| | 5,343 |
| | 5,853 |
| | 5,586 |
| | 5,275 |
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Cash and cash equivalents | | 102,206 |
| | 3,336 |
| | 8,386 |
| | 13,589 |
| | 20,406 |
| | 7,958 |
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Restricted cash | | 22,454 |
| | 13,072 |
| | 26,811 |
| | 17,566 |
| | 19,568 |
| | 9,714 |
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Accounts receivable, net | | 56,397 |
| | 47,282 |
| | 44,469 |
| | 42,830 |
| | 41,616 |
| | 42,538 |
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Other assets | | 97,300 |
| | 86,000 |
| | 85,516 |
| | 86,496 |
| | 87,121 |
| | 83,276 |
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Total assets | | $ | 3,903,302 |
| | $ | 3,702,048 |
| | $ | 3,679,231 |
| | $ | 3,532,852 |
| | $ | 3,339,113 |
| | $ | 3,272,276 |
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Liabilities and Equity | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 78,499 |
| | $ | 82,180 |
| | $ | 71,511 |
| | $ | 70,383 |
| | $ | 47,526 |
| | $ | 72,327 |
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Common dividends payable | | 17,296 |
| | 16,281 |
| | 16,288 |
| | 15,239 |
| | 15,232 |
| | 13,601 |
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Preferred dividends payable | | 5,952 |
| | 5,952 |
| | 5,952 |
| | 5,952 |
| | 5,952 |
| | 5,952 |
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Unearned rents and interest | | 42,628 |
| | 25,623 |
| | 36,551 |
| | 29,507 |
| | 27,281 |
| | 17,046 |
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Line of credit | | — |
| | 62,000 |
| | 34,000 |
| | 79,000 |
| | — |
| | — |
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Debt | | 1,849,424 |
| | 1,583,523 |
| | 1,587,211 |
| | 1,580,801 |
| | 1,482,608 |
| | 1,475,336 |
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Total liabilities | | 1,993,799 |
| | 1,775,559 |
| | 1,751,513 |
| | 1,780,882 |
| | 1,578,599 |
| | 1,584,262 |
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Equity: | |
| | | | | | | | | | |
Common stock and additional paid-in- capital | | 2,295,091 |
| | 2,284,029 |
| | 2,280,693 |
| | 2,093,922 |
| | 2,090,420 |
| | 2,004,397 |
|
Preferred stock at par value | | 139 |
| | 139 |
| | 139 |
| | 139 |
| | 139 |
| | 139 |
|
Treasury stock | | (77,001 | ) | | (67,846 | ) | | (66,437 | ) | | (66,096 | ) | | (65,857 | ) | | (62,177 | ) |
Accumulated other comprehensive income | | 8,711 |
| | 12,566 |
| | 13,557 |
| | 14,225 |
| | 15,129 |
| | 17,193 |
|
Distributions in excess of net income | | (317,814 | ) | | (302,776 | ) | | (300,611 | ) | | (290,597 | ) | | (279,694 | ) | | (271,915 | ) |
EPR Properties shareholders' equity | | 1,909,126 |
| | 1,926,112 |
| | 1,927,341 |
| | 1,751,593 |
| | 1,760,137 |
| | 1,687,637 |
|
Noncontrolling interests | | 377 |
| | 377 |
| | 377 |
| | 377 |
| | 377 |
| | 377 |
|
Total equity | | 1,909,503 |
| | 1,926,489 |
| | 1,927,718 |
| | 1,751,970 |
| | 1,760,514 |
| | 1,688,014 |
|
Total liabilities and equity | | $ | 3,903,302 |
| | $ | 3,702,048 |
| | $ | 3,679,231 |
| | $ | 3,532,852 |
| | $ | 3,339,113 |
| | $ | 3,272,276 |
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(1) Includes related accrued interest receivable. |
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EPR Properties |
Selected Operating Data |
(Unaudited, dollars in thousands) |
| | | | | | | | | | | |
| 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 |
Rental revenue and tenant reimbursements: |
| | | | | | | | | | |
Entertainment | $ | 64,267 |
| | $ | 64,774 |
| | $ | 65,102 |
| | $ | 63,783 |
| | $ | 61,410 |
| | $ | 61,373 |
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Education | 10,094 |
| | 9,387 |
| | 7,490 |
| | 5,519 |
| | 5,478 |
| | 5,198 |
|
Recreation | 6,705 |
| | 5,840 |
| | 6,069 |
| | 4,612 |
| | 3,846 |
| | 3,751 |
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Other | (23 | ) | | 221 |
| | 235 |
| | 285 |
| | 285 |
| | 283 |
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Mortgage and other financing income: |
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| | | | | | | | | | |
Entertainment | 1,782 |
| | 1,776 |
| | 1,789 |
| | 1,768 |
| | 1,723 |
| | 1,761 |
|
Education (1) | 7,783 |
| | 7,708 |
| | 7,561 |
| | 7,440 |
| | 8,778 |
| | 8,666 |
|
Recreation | 8,181 |
| | 14,563 |
| | 10,050 |
| | 8,096 |
| | 8,066 |
| | 8,081 |
|
Other | 97 |
| | 97 |
| | 97 |
| | 97 |
| | 97 |
| | 94 |
|
Other income | 550 |
| | 303 |
| | 345 |
| | 187 |
| | 174 |
| | 145 |
|
Total revenue | $ | 99,436 |
| | $ | 104,669 |
| | $ | 98,738 |
| | $ | 91,787 |
| | $ | 89,857 |
| | $ | 89,352 |
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| | | | | | | | | | |
Property operating expense | 6,357 |
| | 6,961 |
| | 5,948 |
| | 5,539 |
| | 6,449 |
| | 6,413 |
|
Other expense | 102 |
| | 206 |
| | 248 |
| | 219 |
| | 98 |
| | 150 |
|
General and administrative expense | 7,682 |
| | 6,306 |
| | 6,719 |
| | 7,079 |
| | 7,462 |
| | 6,146 |
|
Retirement severance expense | 18,578 |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Costs associated with loan refinancing or payoff | — |
| | 301 |
| | — |
| | — |
| | — |
| | — |
|
Interest expense, net | 18,587 |
| | 20,015 |
| | 20,801 |
| | 20,555 |
| | 19,899 |
| | 20,632 |
|
Transaction costs | 1,606 |
| | 1,131 |
| | 369 |
| | 756 |
| | 196 |
| | 1,096 |
|
Provision for loan loss | — |
| | — |
| | 3,777 |
| | — |
| | — |
| | — |
|
Depreciation and amortization | 19,355 |
| | 17,989 |
| | 17,421 |
| | 16,002 |
| | 15,327 |
| | 14,807 |
|
Income before equity in income in joint ventures and other items | 27,169 |
| | 51,760 |
| | 43,455 |
| | 41,637 |
| | 40,426 |
| | 40,108 |
|
Equity in income from joint ventures | 164 |
| | 395 |
| | 300 |
| | 267 |
| | 311 |
| | 230 |
|
Gain on sale of real estate | 23,924 |
| | 879 |
| | — |
| | — |
| | 330 |
| | 3,017 |
|
Gain on previously held equity interest | — |
| | — |
| | — |
| | — |
| | — |
| | 4,853 |
|
Gain on sale of investment in a direct financing lease | — |
| | — |
| | — |
| | 220 |
| | — |
| | — |
|
Income tax benefit (expense) | (8,426 | ) | | (896 | ) | | (1,047 | ) | | (1,360 | ) | | (925 | ) | | 14,176 |
|
Income from continuing operations | 42,831 |
| | 52,138 |
| | 42,708 |
| | 40,764 |
| | 40,142 |
| | 62,384 |
|
Discontinued operations: |
|
| | | | | | | | | | |
Income (loss) from discontinued operations | (10 | ) | | 497 |
| | (3 | ) | | (4 | ) | | 15 |
| | 135 |
|
Transaction (costs) benefit | — |
| | — |
| | — |
| | — |
|
| 3,376 |
|
| — |
|
Gain on sale of real estate | — |
| | — |
| | — |
| | — |
| | — |
| | 523 |
|
Net income attributable to EPR Properties | 42,821 |
| | 52,635 |
| | 42,705 |
| | 40,760 |
| | 43,533 |
| | 63,042 |
|
Preferred dividend requirements | (5,952 | ) | | (5,951 | ) | | (5,952 | ) | | (5,952 | ) | | (5,952 | ) | | (5,951 | ) |
Net income available to common shareholders of EPR Properties | $ | 36,869 |
| | $ | 46,684 |
| | $ | 36,753 |
| | $ | 34,808 |
| | $ | 37,581 |
| | $ | 57,091 |
|
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(1) Represents income from owned assets under a direct financing lease, 11 mortgage notes receivable and one note receivable. |
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EPR Properties |
Funds From Operations and Funds From Operations as Adjusted |
(Unaudited, dollars in thousands except per share information) |
| | | | | | | | | | | | | |
| | 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 | |
Funds From Operations ("FFO") (1): | |
| | | | | | | | | | | |
Net income available to common shareholders of EPR Properties | | $ | 36,869 |
| | $ | 46,684 |
| | $ | 36,753 |
| | $ | 34,808 |
| | $ | 37,581 |
| | $ | 57,091 |
| |
Gain on sale of real estate (excluding land sale) | | (23,748 | ) | | (879 | ) | | — |
| | — |
| | — |
| | (3,540 | ) | |
Gain on previously held equity interest | | — |
| | — |
| | — |
| | — |
| | — |
| | (4,853 | ) | |
Gain on sale of investment in a direct financing lease | | — |
| | — |
| | — |
| | (220 | ) | | — |
| | — |
| |
Real estate depreciation and amortization | | 18,957 |
| | 17,582 |
| | 17,145 |
| | 15,725 |
| | 15,049 |
| | 14,528 |
| |
Allocated share of joint venture depreciation | | 64 |
| | 64 |
| | 54 |
| | 53 |
| | 54 |
| | 64 |
| |
FFO available to common shareholders of EPR Properties | | $ | 32,142 |
| | $ | 63,451 |
| | $ | 53,952 |
| | $ | 50,366 |
| | $ | 52,684 |
| | $ | 63,290 |
| |
| | | | | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 32,142 |
| | $ | 63,451 |
| | $ | 53,952 |
| | $ | 50,366 |
| | $ | 52,684 |
| | $ | 63,290 |
| |
Add: Preferred dividends for Series C preferred shares | | — |
| | 1,941 |
| | — |
| | — |
| | — |
| | 1,941 |
| |
Diluted FFO available to common shareholders | | $ | 32,142 |
| | $ | 65,392 |
| | $ | 53,952 |
| | $ | 50,366 |
| | $ | 52,684 |
| | $ | 65,231 |
| |
| | | | | | | | | | | | | |
Funds From Operations as adjusted (1): | |
|
| | | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 32,142 |
| | $ | 63,451 |
| | $ | 53,952 |
| | $ | 50,366 |
| | $ | 52,684 |
| | $ | 63,290 |
| |
Costs associated with loan refinancing or payoff | | — |
| | 301 |
| | — |
| | — |
| | — |
| | — |
| |
Transaction costs (benefit) | | 1,606 |
| | 1,131 |
| | 369 |
| | 756 |
| | (3,180 | ) | | 1,096 |
| |
Retirement severance expense | | 18,578 |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
Provision for loan loss | | — |
| | — |
| | 3,777 |
| | — |
| | — |
| | — |
| |
Gain on sale of land | | (176 | ) | | — |
| | — |
| | — |
| | (330 | ) | | — |
| |
Deferred income tax expense (benefit) | | 6,888 |
| | 184 |
| | 363 |
| | 842 |
| | 407 |
| | (14,787 | ) | |
FFO as adjusted available to common shareholders of EPR Properties | | $ | 59,038 |
| | $ | 65,067 |
| | $ | 58,461 |
| | $ | 51,964 |
| | $ | 49,581 |
| | $ | 49,599 |
| |
| |
|
| | | | | | | | | | | |
FFO per common share attributable to EPR Properties: | |
|
| | | | | | | | | | | |
Basic | | $ | 0.56 |
| | $ | 1.11 |
| | $ | 1.00 |
| | $ | 0.94 |
| | $ | 1.00 |
| | $ | 1.25 |
| |
Diluted | | 0.56 |
| | 1.10 |
| | 1.00 |
| | 0.94 |
| | 1.00 |
| | 1.23 |
| |
FFO as adjusted per common share attributable to EPR Properties: | |
|
| | | | | | | | | | | |
Basic | | $ | 1.03 |
| | $ | 1.14 |
| | $ | 1.09 |
| | $ | 0.97 |
| | $ | 0.94 |
| | $ | 0.98 |
| |
Diluted | | 1.03 |
| | 1.13 |
| | 1.08 |
| | 0.97 |
| | 0.94 |
| | 0.97 |
| |
Shares used for computation (in thousands): | |
|
| | | | | | | | | | | |
Basic | | 57,111 |
| | 57,141 |
| | 53,792 |
| | 53,458 |
| | 52,541 |
| | 50,792 |
| |
Diluted | | 57,378 |
| | 57,355 |
| | 54,001 |
| | 53,654 |
| | 52,719 |
| | 50,959 |
| |
| | | | | | | | | | | | | |
Weighted average shares outstanding-diluted EPS | | 57,378 |
| | 57,355 |
| | 54,001 |
| | 53,654 |
| | 52,719 |
| | 50,959 |
| |
Effect of dilutive Series C preferred shares | | — |
| | 1,998 |
| | — |
| | — |
| | — |
| | 1,974 |
| |
Adjusted weighted-average shares outstanding-diluted | | 57,378 |
| | 59,353 |
| | 54,001 |
| | 53,654 |
| | 52,719 |
| | 52,933 |
| |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(1) See pages 29 through 30 for definitions. | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Adjusted Funds From Operations |
(Unaudited, dollars in thousands except per share information) |
| | | | | | | | | | | | |
| | 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 |
Adjusted Funds from Operations ("AFFO") (1): | |
| | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 32,142 |
| | $ | 63,451 |
| | $ | 53,952 |
| | $ | 50,366 |
| | $ | 52,684 |
| | $ | 63,290 |
|
Adjustments: | |
|
| | | | | | | | | | |
Amortization of above market leases, net | | 48 |
| | 48 |
| | 48 |
| | 48 |
| | 48 |
| | 48 |
|
Transaction costs (benefit) | | 1,606 |
| | 1,131 |
| | 369 |
| | 756 |
| | (3,180 | ) | | 1,096 |
|
Retirement severance expense | | 18,578 |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Non-real estate depreciation and amortization | | 398 |
| | 408 |
| | 276 |
| | 276 |
| | 278 |
| | 278 |
|
Deferred financing fees amortization | | 1,096 |
| | 1,090 |
| | 1,082 |
| | 1,061 |
| | 1,015 |
| | 1,044 |
|
Costs associated with loan refinancing or payoff | | — |
| | 301 |
| | — |
| | — |
| | — |
| | — |
|
Share-based compensation expense to management and trustees | | 1,972 |
| | 1,918 |
| | 2,313 |
| | 2,343 |
| | 2,328 |
| | 1,690 |
|
Maintenance capital expenditures (2) | | (1,023 | ) | | (1,929 | ) | | (1,572 | ) | | (3,026 | ) | | (1,154 | ) | | (2,627 | ) |
Straight-lined rental revenue | | (2,943 | ) | | (3,515 | ) | | (2,932 | ) | | (1,107 | ) | | (1,111 | ) | | (1,575 | ) |
Non-cash portion of mortgage and other financing income | | (2,976 | ) | | (2,248 | ) | | (1,585 | ) | | (1,239 | ) | | (1,286 | ) | | (1,288 | ) |
Provision for loan loss | | — |
| | — |
| | 3,777 |
| | — |
| | — |
| | — |
|
Gain on sale of land | | (176 | ) | | — |
| | — |
| | — |
| | (330 | ) | | — |
|
Deferred income tax expense (benefit) | | 6,888 |
| | 184 |
| | 363 |
| | 842 |
| | 407 |
| | (14,787 | ) |
AFFO available to common shareholders of EPR Properties | | $ | 55,610 |
| | $ | 60,839 |
| | $ | 56,091 |
| | $ | 50,320 |
| | $ | 49,699 |
| | $ | 47,169 |
|
| |
|
| | | | | | | | | | |
Weighted average diluted shares outstanding (in thousands) | | 57,378 |
| | 57,355 |
| | 54,001 |
| | 53,654 |
| | 52,719 |
| | 50,959 |
|
| |
|
| | | | | | | | | | |
AFFO per diluted common share | | $ | 0.97 |
| | $ | 1.06 |
| | $ | 1.04 |
| | $ | 0.94 |
| | $ | 0.94 |
| | $ | 0.93 |
|
| |
|
| | | | | | | | | | |
Dividends declared per common share | | $ | 0.9075 |
| | $ | 0.8550 |
| | $ | 0.8550 |
| | $ | 0.8550 |
| | $ | 0.8550 |
| | $ | 0.7900 |
|
| |
|
| | | | | | | | | | |
AFFO payout ratio (3) | | 94 | % | | 81 | % | | 82 | % | | 91 | % | | 91 | % | | 85 | % |
| | | | | | | | | | | | |
(1) See pages 29 through 30 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. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Capital Structure at March 31, 2015 |
(Unaudited, dollars in thousands) |
| | | | | | | | | | | | | | | |
Consolidated Debt |
| | | | | | | | | | | | | | | |
Principal Payments Due on Debt: |
| | | | | | | | | | | | | | | |
| | Mortgages | | | | | Unsecured Credit Facility (2) | | Unsecured Senior Notes | | | | |
Year | | Amortization | | Maturities | | | Bonds/Term Loan/Other (1)(2) | | | | Total | | Weighted Avg Interest Rate |
2015 | | $ | 10,611 |
| | $ | 65,370 |
| | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 75,981 |
| | 5.72% |
2016 | | 11,754 |
| | 96,144 |
| | | 1,850 |
| | — |
| | — |
| | 109,748 |
| | 5.92% |
2017 | | 7,118 |
| | 158,201 |
| | | — |
| | — |
| | — |
| | 165,319 |
| | 4.89% |
2018 | | 919 |
| | 12,462 |
| | | 285,000 |
| | — |
| | — |
| | 298,381 |
| | 2.57% |
2019 | | — |
| | — |
| | | — |
| | — |
| | — |
| | — |
| | —% |
2020 | | — |
| | — |
| | | — |
| | — |
| | 250,000 |
| | 250,000 |
| | 7.75% |
2021 | | — |
| | — |
| | | — |
| | — |
| | — |
| | — |
| | —% |
2022 | | — |
| | — |
| | | — |
| | — |
| | 350,000 |
| | 350,000 |
| | 5.75% |
2023 | | — |
| | — |
| | | — |
| | — |
| | 275,000 |
| | 275,000 |
| | 5.25% |
2024 | | — |
| | — |
| | | — |
| | — |
| | — |
| | — |
| | —% |
2025 | | — |
| | — |
| | | — |
| | — |
| | 300,000 |
| | 300,000 |
| | 4.50% |
Thereafter | | — |
| | — |
| | | 24,995 |
| | — |
| | — |
| | 24,995 |
| | 0.20% |
| | $ | 30,402 |
| | $ | 332,177 |
| | | $ | 311,845 |
| | $ | — |
| | $ | 1,175,000 |
| | $ | 1,849,424 |
| | 5.08% |
| | | | | | | | | | | | | | | |
| | | | Balance | | | Weighted Avg Interest Rate | | Weighted Avg Maturity | | | | | | |
Fixed rate secured debt | | $ | 362,579 |
| | | 5.44 | % | | 1.68 |
| | | | | | |
Fixed rate unsecured debt (1) | | 1,416,850 |
| | | 5.19 | % | | 7.04 |
| | | | | | |
Variable rate secured debt | | 24,995 |
| | | 0.02 | % | | 22.50 |
| | | | | | |
Variable rate unsecured debt | | 45,000 |
| | | 1.77 | % | | 3.31 |
| | | | | | |
Total | | | | $ | 1,849,424 |
| | | 5.08 | % | | 6.11 |
| | | | | | |
|
(1) Includes $240 million of term loan that has been fixed through interest rate swaps through July 5, 2017. |
|
(2) Subsequent to March 31, 2015, the Company amended, restated and combined its unsecured revolving credit and term loan facilities. The amendments to the unsecured revolving portion of the new credit facility, among other things, (i) increase the initial amount from $535.0 million to $650.0 million, (ii) extend the maturity date from July 23, 2017, to April 24, 2019 (with the Company having the same right as before to extend the loan for one additional year, subject to certain terms and conditions) and (iii) lower the interest rate and facility fee pricing based on a grid related to the Company's senior unsecured credit ratings which at closing was LIBOR plus 1.25% and 0.25%, respectively. The amendments to the unsecured term loan portion of the new facility, among other things, (i) increase the initial amount from $285.0 million to $350.0 million, (ii) extend the maturity date from July 23, 2018, to April 24, 2020 and (iii) lower the interest rate at all senior unsecured credit rating tiers which was LIBOR plus 1.40% at closing. In addition, there is a $1.0 billion accordion feature on the combined unsecured revolving credit and term loan facility that increases the maximum borrowing amount available under the combined facility, subject to lender approval, from $1.0 billion to $2.0 billion. |
| | | | | | | | | | | | | | | |
|
| | | | | | | | |
EPR Properties |
Capital Structure at March 31, 2015 and December 31, 2014 |
(Unaudited, dollars in thousands) |
| | | | |
Consolidated Debt (continued) |
| | | | |
Summary of Debt: | | | | |
| | March 31, 2015 | | December 31, 2014 |
| | | | |
Mortgage note payable, 5.56%, paid in full on March 6, 2015 | | $ | — |
| | $ | 30,508 |
|
Mortgage note payable, 5.39%, due November 1, 2015 | | 4,877 |
| | 4,960 |
|
Mortgage notes payable, 5.77%, due November 6, 2015 | | 62,252 |
| | 62,842 |
|
Mortgage notes payable, 5.84%, due March 6, 2016 | | 35,194 |
| | 35,515 |
|
Note payable, 2.50%, due April 21, 2016 | | 1,850 |
| | 1,850 |
|
Mortgage notes payable, 6.37%, due June 1, 2016 | | 25,393 |
| | 25,607 |
|
Mortgage notes payable, 6.10%, due October 1, 2016 | | 22,808 |
| | 23,000 |
|
Mortgage notes payable, 6.02%, due October 6, 2016 | | 17,174 |
| | 17,319 |
|
Mortgage note payable, 6.06%, due March 1, 2017 | | 9,615 |
| | 9,693 |
|
Mortgage note payable, 6.07%, due April 6, 2017 | | 9,905 |
| | 9,985 |
|
Mortgage notes payable, 5.73%-5.95%, due May 1, 2017 | | 32,397 |
| | 32,662 |
|
Mortgage notes payable, 4.00%, due July 6, 2017 | | 96,358 |
| | 97,248 |
|
Mortgage note payable, 5.29%, due July 8, 2017 | | 3,567 |
| | 3,604 |
|
Unsecured revolving variable rate credit facility, LIBOR + 1.40%, due July 23, 2017 (1) | | — |
| | 62,000 |
|
Mortgage notes payable, 5.86% due August 1, 2017 | | 23,493 |
| | 23,681 |
|
Mortgage note payable, 6.19%, due February 1, 2018 | | 13,681 |
| | 13,849 |
|
Mortgage note payable, 7.37%, due July 15, 2018 | | 5,865 |
| | 6,205 |
|
Unsecured term loan payable, LIBOR + 1.60%, $240,000 fixed through interest rate swaps at 2.51% through January 5, 2016 and 2.38% from January 5, 2016 to July 5, 2017, due July 23, 2018 (1) | | 285,000 |
| | 285,000 |
|
Senior unsecured notes payable, 7.75%, due July 15, 2020 | | 250,000 |
| | 250,000 |
|
Senior unsecured notes payable, 5.75%, due August 15, 2022 | | 350,000 |
| | 350,000 |
|
Senior unsecured notes payable, 5.25%, due July 15, 2023 | | 275,000 |
| | 275,000 |
|
Senior unsecured notes payable, 4.50%, due April 1, 2025 | | 300,000 |
| | — |
|
Bonds payable, variable rate, due October 1, 2037 | | 24,995 |
| | 24,995 |
|
Total | | $ | 1,849,424 |
| | $ | 1,645,523 |
|
| | | | |
(1) As noted on page 11, these facilities were amended, restated and combined subsequent to March 31, 2015. |
|
| | | | | | | |
EPR Properties |
Capital Structure |
Senior Notes |
| | | | | | | |
| | | | | | | |
Senior Debt Ratings as of March 31, 2015 |
| | | | | | | |
Moody's | | Baa2 (stable) | | | | | |
Fitch | | BBB- (stable) | | | | | |
Standard and Poor's | | BBB- (stable) | | | | | |
| | | | | | | |
| |
Summary of Covenants |
| | | | | | | |
The Company's outstanding senior unsecured notes have fixed interest rates of 4.50%, 5.25%, 5.75% and 7.75%. Interest on the senior unsecured notes is paid semiannually. The 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 4.50%, 5.25%, 5.75% and 7.75% 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 March 31, 2015 and December 31, 2014 are: | |
| | | | Actual | | Actual | |
Note Covenants | | Required | | 1st Quarter 2015 (1) | | 4th Quarter 2014 | |
Limitation on incurrence of total debt (Total Debt/Total Assets) | | ≤ 60% | | 43% | | 40% | |
Limitation on incurrence of secured debt (Secured Debt/Total Assets) | | ≤ 40% | | 9% | | 10% | |
Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) | | ≥ 1.5 x | | 3.8x | | 4.1x | |
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) | | ≥ 150% of unsecured debt | | 242% | | 275% | |
| | | | | | | |
(1) See page 14 for detailed calculations. | | | | | | | |
| | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Capital Structure |
Senior Notes |
(Unaudited, dollars in thousands) |
| | | | | | | | | | |
Covenant Calculations |
| | | | | | | | | | |
Total Assets: | | March 31, 2015 | | | | Total Debt: | | | | March 31, 2015 |
Total Assets | | $ | 3,903,302 |
| | | | Secured debt obligations | | $ | 387,574 |
|
Add: accumulated depreciation | | 471,057 |
| | | | Unsecured debt obligations: | | |
Less: intangible assets | | (8,385 | ) | | | | Unsecured debt | | 1,461,850 |
|
Total Assets | | $ | 4,365,974 |
| | | | Outstanding letters of credit | | — |
|
| | | | | | Guarantees | | 22,929 |
|
| | | | | | Derivatives at fair market value, net, if liability | | — |
|
Total Unencumbered Assets: | | March 31, 2015 | | | | Total unsecured debt obligations: | | 1,484,779 |
|
Unencumbered real estate assets, gross | | $ | 3,075,629 |
| | | | Total Debt | | $ | 1,872,353 |
|
Cash and cash equivalents | | 102,206 |
| | | | | | | | |
Land held for development | | 28,119 |
| | | | | | | | |
Property under development | | 390,205 |
| | | | | | | | |
Total Unencumbered Assets | | $ | 3,596,159 |
| | | | | | | | |
| | | | | | | | | | |
Consolidated Income Available for Debt Service: | | 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | Trailing Twelve Months |
Adjusted EBITDA | | $ | 85,295 |
| | $ | 91,196 |
| | $ | 85,823 |
| | $ | 78,950 |
| | $ | 341,264 |
|
Add: Adjusted EBITDA of discontinued operations | | (10 | ) | | 497 |
| | (3 | ) | | (4 | ) | | 480 |
|
Less: straight-line rental revenue | | (2,943 | ) | | (3,515 | ) | | (2,932 | ) | | (1,107 | ) | | (10,497 | ) |
Consolidated Income Available for Debt Service | | $ | 82,342 |
| | $ | 88,178 |
| | $ | 82,888 |
| | $ | 77,839 |
| | $ | 331,247 |
|
| | | | | | | | | | |
Annual Debt Service: | | | | | | | | | | |
Interest expense, gross | | $ | 22,947 |
| | $ | 22,560 |
| | $ | 22,898 |
| | $ | 22,174 |
| | $ | 90,579 |
|
Less: deferred financing fees amortization | | (1,096 | ) | | (1,090 | ) | | (1,082 | ) | | (1,061 | ) | | (4,329 | ) |
Annual Debt Service | | $ | 21,851 |
| | $ | 21,470 |
| | $ | 21,816 |
| | $ | 21,113 |
| | $ | 86,250 |
|
| | | | | | | | | | |
Debt Service Coverage | | 3.8 |
| | 4.1 |
| | 3.8 |
| | 3.7 |
| | 3.8 |
|
| | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | |
EPR Properties |
Capital Structure at March 31, 2015 |
(Unaudited, dollars in thousands except share information) |
| | | | | | | | | | | | |
Equity | | |
| | | | | | | | | | | | |
Security | | Shares Issued and Outstanding | | Price per share at March 31, 2015 | | Liquidation Preference | | Dividend Rate | | Convertible | | Conversion Ratio at March 31, 2015 |
| | | | | | | | | | | | |
Common shares | | 57,177,967 |
| | $ | 60.03 |
| | N/A | | (1) | | N/A | | N/A |
Series C | | 5,400,000 |
| | $ | 24.20 |
| | $ | 135,000 |
| | 5.750% | | Y | | 0.3714 |
Series E | | 3,450,000 |
| | $ | 33.99 |
| | $ | 86,250 |
| | 9.000% | | Y | | 0.4557 |
Series F | | 5,000,000 |
| | $ | 26.00 |
| | $ | 125,000 |
| | 6.625% | | N | | N/A |
| | | | | | | | | | | | |
Calculation of Total Market Capitalization: | | | | | | | | |
| | | | | | | | | | | | |
Common shares outstanding at March 31, 2015 multiplied by closing price at March 31, 2015 | | $ | 3,432,393 |
| | | | |
Aggregate liquidation value of Series C preferred shares (2) | | 135,000 |
| | | | |
Aggregate liquidation value of Series E preferred shares (2) | | 86,250 |
| | | | |
Aggregate liquidation value of Series F preferred shares (2) | | 125,000 |
| | | | |
Total debt at March 31, 2015 | | 1,849,424 |
| | | | |
Total consolidated market capitalization | | $ | 5,628,067 |
| | | | |
| | | | | | | | | | | | |
(1) Total monthly dividends declared in the first quarter of 2015 were $0.9075 per share. | | |
(2) Excludes accrued unpaid dividends at March 31, 2015 | | |
|
| | | | | | | | | | | |
EPR Properties |
Summary of Ratios |
(Unaudited) |
| | | | | | | | | | | |
| 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 |
|
| | | | | | | | | | |
Debt to total assets (book value) | 47% | | 44% | | 44% | | 47% | | 44% | | 45% |
|
| | | | | | | | | | |
Debt to total market capitalization | 33% | | 31% | | 33% | | 33% | | 32% | | 34% |
|
| | | | | | | | | | |
Debt to gross assets | 42% | | 39% | | 39% | | 42% | | 39% | | 40% |
|
| | | | | | | | | | |
Debt/Adjusted EBITDA - continuing operations (1) | 5.42 | | 4.51 | | 4.72 | | 5.26 | | 4.89 | | 4.81 |
|
| | | | | | | | | | |
Debt/Adjusted EBITDA - continuing and discontinued operations (1) | 5.42 | | 4.49 | | 4.72 | | 5.26 | | 4.89 | | 4.80 |
|
| | | | | | | | | | |
Secured debt to secured assets | 65% | | 72% | | 68% | | 69% | | 66% | | 67% |
|
| | | | | | | | | | |
Unencumbered real estate assets to total real estate assets (2) | 84% | | 84% | | 82% | | 82% | | 84% | | 84% |
|
| | | | | | | | | | |
Interest coverage ratio (3) | 3.6 | | 4.0 | | 3.7 | | 3.6 | | 3.6 | | 3.6 |
|
| | | | | | | | | | |
Fixed charge coverage ratio (3) | 2.9 | | 3.1 | | 2.9 | | 2.8 | | 2.8 | | 2.8 |
|
| | | | | | | | | | |
Debt service coverage ratio (3) | 3.1 | | 3.4 | | 3.2 | | 3.1 | | 3.2 | | 3.2 |
|
| | | | | | | | | | |
FFO payout ratio (4) | 162% | | 78% | | 86% | | 91% | | 86% | | 64% |
|
| | | | | | | | | | |
FFO as adjusted payout ratio (5) | 88% | | 76% | | 79% | | 88% | | 91% | | 81% |
|
| | | | | | | | | | |
AFFO payout ratio (6) | 0.94% | | 81% | | 82% | | 91% | | 91% | | 85% |
| | | | | | | | | | | |
(1) Adjusted EBITDA is for the quarter annualized. See pages 29 through 30 for definitions. |
(2) Total real estate assets includes rental properties, gross, direct financing lease, net and mortgage notes receivable; excludes property under development and land held for development. |
(3) See page 17 for detailed calculation. |
(4) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. |
(5) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share. |
(6) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. |
|
| | | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Calculation of Interest, Fixed Charge and Debt Service Coverage Ratios |
(Unaudited, dollars in thousands) |
| | | | | | | | | | | |
| 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 |
Interest Coverage Ratio (1): |
| | | | | | | | | | |
Net income | $ | 42,821 |
| | $ | 52,635 |
| | $ | 42,705 |
| | $ | 40,760 |
| | $ | 43,533 |
| | $ | 63,042 |
|
Provision for loan losses | — |
| | — |
| | 3,777 |
| | — |
| | — |
| | — |
|
Transaction costs (benefit) | 1,606 |
| | 1,131 |
| | 369 |
| | 756 |
| | (3,180 | ) | | 1,096 |
|
Interest expense, gross | 22,947 |
| | 22,560 |
| | 22,898 |
| | 22,174 |
| | 21,190 |
| | 21,416 |
|
Retirement severance expense | 18,578 |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Depreciation and amortization | 19,355 |
| | 17,989 |
| | 17,421 |
| | 16,002 |
| | 15,327 |
| | 14,807 |
|
Share-based compensation expense |
|
| | | | | | | | | | |
to management and trustees | 1,972 |
| | 1,918 |
| | 2,313 |
| | 2,343 |
| | 2,328 |
| | 1,690 |
|
Costs associated with loan refinancing |
|
| | | | | | | | | | |
or payoff | — |
| | 301 |
| | — |
| | — |
| | — |
| | — |
|
Interest cost capitalized | (4,348 | ) | | (2,543 | ) | | (2,085 | ) | | (1,610 | ) | | (1,287 | ) | | (779 | ) |
Straight-line rental revenue | (2,943 | ) | | (3,515 | ) | | (2,932 | ) | | (1,107 | ) | | (1,111 | ) | | (1,575 | ) |
Gain on sale of real estate | (23,924 | ) | | (879 | ) | | — |
| | — |
| | (330 | ) | | (3,540 | ) |
Gain on sale of investment in a direct financing lease | — |
| | — |
| | — |
| | (220 | ) | | — |
| | — |
|
Gain on previously held equity interest | — |
| | — |
| | — |
| | — |
| | — |
| | (4,853 | ) |
Deferred income tax expense (benefit) | 6,888 |
| | 184 |
| | 363 |
| | 842 |
| | 407 |
| | (14,787 | ) |
Interest coverage amount | $ | 82,952 |
| | $ | 89,781 |
| | $ | 84,829 |
| | $ | 79,940 |
| | $ | 76,877 |
| | $ | 76,517 |
|
|
|
| | | | | | | | | | |
Interest expense, net | $ | 18,587 |
| | $ | 20,015 |
| | $ | 20,801 |
| | $ | 20,555 |
| | $ | 19,899 |
| | $ | 20,632 |
|
Interest income | 12 |
| | 2 |
| | 12 |
| | 9 |
| | 4 |
| | 5 |
|
Interest cost capitalized | 4,348 |
| | 2,543 |
| | 2,085 |
| | 1,610 |
| | 1,287 |
| | 779 |
|
Interest expense, gross | $ | 22,947 |
| | $ | 22,560 |
| | $ | 22,898 |
| | $ | 22,174 |
| | $ | 21,190 |
| | $ | 21,416 |
|
|
|
| | | | | | | | | | |
Interest coverage ratio | 3.6 |
| | 4.0 |
| | 3.7 |
| | 3.6 |
| | 3.6 |
| | 3.6 |
|
|
|
| | | | | | | | | | |
Fixed Charge Coverage Ratio (1): |
|
| | | | | | | | | | |
Interest coverage amount | $ | 82,952 |
| | $ | 89,781 |
| | $ | 84,829 |
| | $ | 79,940 |
| | $ | 76,877 |
|
| $ | 76,517 |
|
|
|
| | | | | | | | | | |
Interest expense, gross | $ | 22,947 |
| | $ | 22,560 |
| | $ | 22,898 |
| | $ | 22,174 |
| | $ | 21,190 |
| | $ | 21,416 |
|
Preferred share dividends | 5,952 |
| | 5,951 |
| | 5,952 |
| | 5,952 |
| | 5,952 |
| | 5,951 |
|
Fixed charges | $ | 28,899 |
| | $ | 28,511 |
| | $ | 28,850 |
| | $ | 28,126 |
| | $ | 27,142 |
| | $ | 27,367 |
|
|
|
| | | | | | | | | | |
Fixed charge coverage ratio | 2.9 |
| | 3.1 |
| | 2.9 |
| | 2.8 |
| | 2.8 |
| | 2.8 |
|
|
|
| | | | | | | | | | |
Debt Service Coverage Ratio (1): |
|
| | | | | | | | | | |
Interest coverage amount | $ | 82,952 |
| | $ | 89,781 |
| | $ | 84,829 |
| | $ | 79,940 |
| | $ | 76,877 |
|
| $ | 76,517 |
|
|
|
| | | | | | | | | | |
Interest expense, gross | $ | 22,947 |
| | $ | 22,560 |
| | $ | 22,898 |
| | $ | 22,174 |
| | $ | 21,190 |
| | $ | 21,416 |
|
Recurring principal payments | 3,711 |
| | 3,654 |
| | 3,590 |
| | 3,249 |
| | 2,728 |
| | 2,637 |
|
Debt service | $ | 26,658 |
| | $ | 26,214 |
| | $ | 26,488 |
| | $ | 25,423 |
| | $ | 23,918 |
| | $ | 24,053 |
|
|
|
| | | | | | | | | | |
Debt service coverage ratio | 3.1 |
| | 3.4 |
| | 3.2 |
| | 3.1 |
| | 3.2 |
| | 3.2 |
|
| | | | | | | | | | | |
(1) See pages 29 through 30 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement. |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Reconciliation of Interest Coverage Amount to Net Cash Provided by Operating Activities |
(Unaudited, dollars in thousands) |
| | | | | | | | | | | | |
The interest coverage amount per the table on the previous page 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 in 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: |
| | 1st Quarter 2015 | | 4th Quarter 2014 | | 3rd Quarter 2014 | | 2nd Quarter 2014 | | 1st Quarter 2014 | | 4th Quarter 2013 |
| |
| | | | | | | | | | |
Net cash provided by operating activities | | $ | 57,518 |
| | $ | 82,087 |
| | $ | 53,854 |
| | $ | 72,824 |
| | $ | 41,530 |
| | $ | 75,745 |
|
| |
| | | | | | | | | | |
Equity in income from joint ventures | | 164 |
| | 395 |
| | 300 |
| | 267 |
| | 311 |
| | 230 |
|
Distributions from joint ventures | | — |
| | — |
| | (810 | ) | | — |
| | — |
| | (355 | ) |
Amortization of deferred financing costs | | (1,096 | ) | | (1,090 | ) | | (1,082 | ) | | (1,061 | ) | | (1,015 | ) | | (1,044 | ) |
Amortization of above market leases, net | | (48 | ) | | (48 | ) | | (48 | ) | | (48 | ) | | (48 | ) | | (48 | ) |
Increase (decrease) in mortgage notes and related accrued interest receivable | | 599 |
| | 1,674 |
| | 2,087 |
| | 129 |
| | 107 |
| | (783 | ) |
Increase (decrease) in restricted cash | | (730 | ) | | (1,486 | ) | | (1,181 | ) | | (754 | ) | | 3,425 |
| | 135 |
|
Increase (decrease) in accounts receivable, net | | 1,865 |
| | 3,124 |
| | 2,052 |
| | 883 |
| | (543 | ) | | 2,540 |
|
Increase in direct financing lease receivable | | 934 |
| | 782 |
| | 529 |
| | 988 |
| | 694 |
| | 1,222 |
|
Increase (decrease) in other assets | | 2,891 |
| | (664 | ) | | (616 | ) | | 2,195 |
| | 2,446 |
| | (1,172 | ) |
Decrease (increase) in accounts payable and accrued liabilities | | (2,529 | ) | | (12,711 | ) | | 8,101 |
| | (14,688 | ) | | 18,151 |
| | (17,159 | ) |
Decrease (increase) in unearned rents and interest | | (6,079 | ) | | 85 |
| | 3,393 |
| | (1,008 | ) | | (3,793 | ) | | (2,952 | ) |
Straight-line rental revenue | | (2,943 | ) | | (3,515 | ) | | (2,932 | ) | | (1,107 | ) | | (1,111 | ) | | (1,575 | ) |
Interest expense, gross | | 22,947 |
| | 22,560 |
| | 22,898 |
| | 22,174 |
| | 21,190 |
| | 21,416 |
|
Interest cost capitalized | | (4,348 | ) | | (2,543 | ) | | (2,085 | ) | | (1,610 | ) | | (1,287 | ) | | (779 | ) |
Transaction costs (benefit) | | 1,606 |
| | 1,131 |
| | 369 |
| | 756 |
| | (3,180 | ) | | 1,096 |
|
Retirement severance expense (cash portion) | | 12,201 |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | | | | | | | | | | | |
Interest coverage amount (1) | | $ | 82,952 |
| | $ | 89,781 |
| | $ | 84,829 |
| | $ | 79,940 |
| | $ | 76,877 |
| | $ | 76,517 |
|
| | | | | | | | | | | | |
(1) See pages 29 through 30 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement. |
|
| | | | | | | | |
EPR Properties |
Capital Spending and Disposition Summaries |
(Unaudited, dollars in thousands) |
| | | | | | |
2015 Capital Spending: | | | | | | |
Description | | Location | | Operating Segment | | Capital Spending Three Months Ended March 31, 2015 |
Development of megaplex theatres | | various | | Entertainment | | $ | 3,358 |
|
Acquisition of megaplex theatre | | Virginia Beach, VA | | Entertainment | | 9,329 |
|
Development of other entertainment and retail projects | | various | | Entertainment | | 4,253 |
|
Investment in mortgage notes receivable for public charter schools | | various | | Education | | 1,587 |
|
Acquisition and development of public charter school properties | | various | | Education | | 16,433 |
|
Acquisition and development of early childhood education centers | | various | | Education | | 16,474 |
|
Development of private school properties | | various | | Education | | 13,258 |
|
Acquisition of ski resort | | Wintergreen, VA | | Recreation | | 21,708 |
|
Improvements at Wisp ski resort | | McHenry, MD | | Recreation | | 240 |
|
Development of TopGolf golf entertainment facilities | | various | | Recreation | | 29,080 |
|
Development of Camelback Mountain Resort | | Tannersville, PA | | Recreation | | 16,231 |
|
Additions to mortgage note receivable for development of Schlitterbahn waterparks | | various | | Recreation | | 1,534 |
|
Investment in casino and resort project | | Sullivan County, NY | | Other | | 2,926 |
|
Total investment spending | | | | | | $ | 136,411 |
|
Other capital acquisitions, net | | various | | | | 689 |
|
Total capital spending | | | | | | $ | 137,100 |
|
| | | | | | |
2015 Dispositions: | | | | | | |
Description | | Location | | Date of Disposition | | Net Sales Proceeds |
Sale of megaplex theatre property | | Los Angeles, CA | | January 2015 | | $ | 42,709 |
|
Sale of land adjacent to public charter school investment | | Queen Creek, AZ | | March 2015 | | 1,081 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Property Under Development - Investment Spending Estimates at March 31, 2015 (1) |
(Unaudited, dollars in thousands) |
| | | | | | | | |
| | March 31, 2015 | | Owned Build-to-Suit Spending Estimates | | | | |
| | Property Under Development | | # of Projects | | 2nd Quarter 2015 | 3rd Quarter 2015 | 4th Quarter 2015 | 1st Quarter 2016 | | Remainder 2016 | | Total Expected Cost (2) | | % Leased |
Entertainment | $ | 7,509 |
| | 6 | | $ | 5,113 |
| $ | 6,057 |
| $ | 2,241 |
| $ | — |
| | $ | 13,000 |
| | $ | 33,920 |
| | 100% |
Education | 113,221 |
| | 24 | | 52,082 |
| 54,543 |
| 21,587 |
| 12,859 |
| | 6,707 |
| | 260,999 |
| | 100% |
Recreation | 81,303 |
| | 8 | | 28,972 |
| 23,240 |
| 12,050 |
| 2,662 |
| | 1,723 |
| | 149,950 |
| | 100% |
Total Build-to-Suit | 202,033 |
| | 38 | | $ | 86,167 |
| $ | 83,840 |
| $ | 35,878 |
| $ | 15,521 |
| | $ | 21,430 |
| | $ | 444,869 |
| | |
Non Build-to-Suit Development | 15,278 |
| | | | | | | | | | | | | |
Adelaar | 172,894 |
| | | | | | | | | | | | | |
Total Property Under Development | $ | 390,205 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | March 31, 2015 | | Owned Build-to-Suit In-Service Estimates | | | | |
| | | | # of Projects | | 2nd Quarter 2015 | 3rd Quarter 2015 | 4th Quarter 2015 | 1st Quarter 2016 | | Remainder 2016 | | Total In-Service (2) | | Actual In-Service 1st Quarter 2015 |
Entertainment | | | 6 | | $ | — |
| $ | 2,008 |
| $ | 18,912 |
| $ | — |
| | $ | 13,000 |
| | $ | 33,920 |
| | $ | 7,970 |
|
Education | | | 24 | | 48,229 |
| 135,302 |
| 25,569 |
| 4,700 |
| | 47,199 |
| | 260,999 |
| | 10,413 |
|
Recreation | | | 8 | | 18,589 |
| 91,392 |
| 20,221 |
| — |
| | 19,748 |
| | 149,950 |
| | 16,076 |
|
Total Build-to-Suit | | | 38 | | $ | 66,818 |
| $ | 228,702 |
| $ | 64,702 |
| $ | 4,700 |
| | $ | 79,947 |
| | $ | 444,869 |
| | $ | 34,459 |
|
| | | | | | | | | | | | | | | |
| | March 31, 2015 | | Mortgage Build-to-Suit Spending Estimates | | | | |
| | Mortgage Notes Receivable | | # of Projects | | 2nd Quarter 2015 | 3rd Quarter 2015 | 4th Quarter 2015 | 1st Quarter 2016 | | Remainder 2016 | | Total Expected Cost (2) | | |
Entertainment | $ | — |
| | — | | $ | — |
| $ | — |
| $ | — |
| $ | — |
| | $ | — |
| | $ | — |
| | |
Education | 21,509 |
| | 3 | | 208 |
| 550 |
| 60 |
| — |
| | 3,604 |
| | 25,931 |
| | |
Recreation (3) | 87,597 |
| | 1 | | 16,500 |
| 8,500 |
| — |
| — |
| | — |
| | 112,597 |
| | |
Total Build-to-Suit Mortgage Notes | 109,106 |
| | 4 | | $ | 16,708 |
| $ | 9,050 |
| $ | 60 |
| $ | — |
| | $ | 3,604 |
| | $ | 138,528 |
| | |
Non Build-to-Suit Mortgage Notes | 417,998 |
| | | | | | | | | | | | | |
Total Mortgage Notes Receivable | $ | 527,104 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
(1) This schedule includes only those properties for which the Company has closed on a contract (lease or mortgage) and commenced construction as of March 31, 2015. |
(2) "Total Expected Cost" 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) Certain of these mortgage agreements contain provisions that allow for a conversion to a lease structure. |
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.
|
|
| | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Financial Information by Asset Type |
For the Three Months Ended March 31, 2015 |
(Unaudited, dollars in thousands) |
| | | | | | | | |
| | Entertainment | Education | Recreation | Other | Subtotal | Corporate/Unallocated | Consolidated |
Rental revenue | | $ | 59,941 |
| $ | 10,094 |
| $ | 6,705 |
| $ | — |
| $ | 76,740 |
| $ | — |
| $ | 76,740 |
|
Tenant reimbursements | | 4,326 |
| — |
| — |
| (23 | ) | 4,303 |
| — |
| 4,303 |
|
Other income | | 3 |
| — |
| — |
| — |
| 3 |
| 547 |
| 550 |
|
Mortgage and other financing income | | 1,782 |
| 7,783 |
| 8,181 |
| 97 |
| 17,843 |
| — |
| 17,843 |
|
Total revenue | | 66,052 |
| 17,877 |
| 14,886 |
| 74 |
| 98,889 |
| 547 |
| 99,436 |
|
| | | | | | | | |
Property operating expense | | 6,294 |
| — |
| — |
| 63 |
| 6,357 |
| — |
| 6,357 |
|
Other expense | | — |
| — |
| — |
| 102 |
| 102 |
| — |
| 102 |
|
Total investment expenses | | 6,294 |
| — |
| — |
| 165 |
| 6,459 |
| — |
| 6,459 |
|
General and administrative expense | | — |
| — |
| — |
| — |
| — |
| 7,682 |
| 7,682 |
|
Retirement severance expense | | — |
| — |
| — |
| — |
| — |
| 18,578 |
| 18,578 |
|
Transaction costs | | — |
| — |
| — |
| — |
| — |
| 1,606 |
| 1,606 |
|
EBITDA - continuing operations | | $ | 59,758 |
| $ | 17,877 |
| $ | 14,886 |
| $ | (91 | ) | $ | 92,430 |
| $ | (27,319 | ) | $ | 65,111 |
|
| | 65 | % | 19 | % | 16 | % | — | % | 100 | % | | |
| | | | | | | | |
Add: transaction costs | | | | | | | 1,606 |
| 1,606 |
|
Add: retirement severance expense | | | | | | | 18,578 |
| 18,578 |
|
Adjusted EBITDA - continuing operations | | | | | | 85,295 |
|
| | | | | | | | |
Reconciliation to Consolidated Statements of Income: | | | | | | |
Interest expense, net | | | | | | | (18,587 | ) | (18,587 | ) |
Transaction costs | | | | | | | (1,606 | ) | (1,606 | ) |
Retirement severance expense | | | | | | | (18,578 | ) | (18,578 | ) |
Depreciation and amortization | | | | | | | (19,355 | ) | (19,355 | ) |
Equity in income from joint ventures | | | | | | | 164 |
| 164 |
|
Gain on sale of real estate | | | | | 23,924 |
| 23,924 |
|
Income tax expense | | | | | | | (8,426 | ) | (8,426 | ) |
Discontinued operations: | | | | | | | | |
Loss from discontinued operations | | | | | | | (10 | ) | (10 | ) |
Net income attributable to EPR Properties | | | | | | 42,821 |
|
Preferred dividend requirements | | | | | | | (5,952 | ) | (5,952 | ) |
Net income available to common shareholders of EPR Properties | | | | | $ | 36,869 |
|
|
| | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Financial Information by Asset Type |
For the Three Months Ended March 31, 2014 |
(Unaudited, dollars in thousands) |
| | | | | | | | |
| | Entertainment | Education | Recreation | Other | Subtotal | Corporate/Unallocated | Consolidated |
Rental revenue | | $ | 56,822 |
| $ | 5,478 |
| $ | 3,846 |
| $ | 285 |
| $ | 66,431 |
| $ | — |
| $ | 66,431 |
|
Tenant reimbursements | | 4,588 |
| — |
| — |
| — |
| 4,588 |
| — |
| 4,588 |
|
Other income | | 1 |
| — |
| — |
| — |
| 1 |
| 173 |
| 174 |
|
Mortgage and other financing income | | 1,723 |
| 8,778 |
| 8,066 |
| 97 |
| 18,664 |
| — |
| 18,664 |
|
Total revenue | | 63,134 |
| 14,256 |
| 11,912 |
| 382 |
| 89,684 |
| 173 |
| 89,857 |
|
| | | | | | | | |
Property operating expense | | 6,273 |
| — |
| — |
| 176 |
| 6,449 |
| — |
| 6,449 |
|
Other expense | | — |
| — |
| — |
| 98 |
| 98 |
| — |
| 98 |
|
Total investment expenses | | 6,273 |
| — |
| — |
| 274 |
| 6,547 |
| — |
| 6,547 |
|
General and administrative expense | | — |
| — |
| — |
| — |
| — |
| 7,462 |
| 7,462 |
|
Transaction costs | | — |
| — |
| — |
| — |
| — |
| 196 |
| 196 |
|
EBITDA - continuing operations | | $ | 56,861 |
| $ | 14,256 |
| $ | 11,912 |
| $ | 108 |
| $ | 83,137 |
| $ | (7,485 | ) | $ | 75,652 |
|
| | 69 | % | 17 | % | 14 | % | — | % | 100 | % | | |
| | | | | | | | |
Add: transaction costs | | | | | | | 196 |
| 196 |
|
Adjusted EBITDA - continuing operations | | | | | | 75,848 |
|
| | | | | | | | |
Reconciliation to Consolidated Statements of Income: | | | | | |
Interest expense, net | | | | | | | (19,899 | ) | (19,899 | ) |
Transaction costs | | | | | (196 | ) | (196 | ) |
Depreciation and amortization | | | | | | | (15,327 | ) | (15,327 | ) |
Equity in income from joint ventures | | | | 311 |
| 311 |
|
Gain on sale of real estate | | | | | 330 |
| 330 |
|
Income tax expense | | | | | | | (925 | ) | (925 | ) |
Discontinued operations: | | | | | | | | |
Income from discontinued operations | | | | | 15 |
| 15 |
|
Transaction (costs) benefit | | | | | | | 3,376 |
| 3,376 |
|
Net income attributable to EPR Properties | | | | | 43,533 |
|
Preferred dividend requirements | | | | | (5,952 | ) | (5,952 | ) |
Net income available to common shareholders of EPR Properties | | | | | $ | 37,581 |
|
|
| | | | | | | | | | |
EPR Properties |
Financial Information by Segment - Discontinued Operations |
(Unaudited, dollars in thousands) |
| | | | |
| | For the Three Months Ended March 31, 2015 |
| | Entertainment (1) | Other | Consolidated |
| | | | |
Property operating expense | | 10 |
| — |
| 10 |
|
Total investment expenses | | 10 |
| — |
| 10 |
|
EBITDA and Adjusted EBITDA - discontinued operations | | $ | (10 | ) | $ | — |
| $ | (10 | ) |
| | | | |
Reconciliation to Consolidated Statements of Income: | |
Loss from discontinued operations | | $ | (10 | ) |
| | | | |
| | For the Three Months Ended March 31, 2014 |
| | Entertainment (1) | Other | Consolidated |
Rental revenue | | $ | 3 |
| $ | — |
| $ | 3 |
|
Total revenue | | 3 |
| — |
| 3 |
|
| | | | |
Property operating expense | | 6 |
| — |
| 6 |
|
Other expense (benefit) | | — |
| (18 | ) | (18 | ) |
Total investment expenses | | 6 |
| (18 | ) | (12 | ) |
Transaction costs (benefit) | | (3,376 | ) | — |
| (3,376 | ) |
EBITDA - discontinued operations | | $ | 3,373 |
| $ | 18 |
| $ | 3,391 |
|
| | | | |
Add: transaction costs (benefit) | | | | (3,376 | ) |
Adjusted EBITDA - discontinued operations | | | | $ | 15 |
|
Reconciliation to Consolidated Statements of Income: | |
Transaction costs | | | | 3,376 |
|
Income from discontinued operations | | $ | 3,391 |
|
(1) For each of the three months ended March 31, 2015 and 2014 primarily relates to the settlement of escrow reserves and post closing adjustments associated with the sale of Toronto Dundas Square. Additionally, for the three months ended March 31, 2014, transaction costs (benefit) consists of a reversal of a liability that was established with the March 4, 2010 acquisition of Toronto Dundas Square. This liability was reversed as the related payment is not expected to occur.
|
| | | | | | | | | | | | | | | | |
EPR Properties |
Investment Information by Asset Type |
As of March 31, 2015 and December 31, 2014 |
(Unaudited, dollars in thousands) |
| | | | | | |
| | As of March 31, 2015 |
| | Entertainment | Education | Recreation | Other | Consolidated |
Rental properties, net of accumulated depreciation | $ | 1,824,145 |
| $ | 367,142 |
| $ | 282,062 |
| $ | — |
| $ | 2,473,349 |
|
Add back accumulated depreciation on rental properties | 443,848 |
| 13,433 |
| 13,776 |
| — |
| 471,057 |
|
Land held for development | 4,457 |
| — |
| — |
| 23,662 |
| 28,119 |
|
Property under development | 22,120 |
| 113,226 |
| 81,957 |
| 172,902 |
| 390,205 |
|
Mortgage notes and related accrued interest receivable, net | 58,220 |
| 78,496 |
| 385,367 |
| 5,021 |
| 527,104 |
|
Investment in a direct financing lease, net | — |
| 200,266 |
| — |
| — |
| 200,266 |
|
Investment in joint ventures | 5,902 |
| — |
| — |
| — |
| 5,902 |
|
Intangible assets, gross (1) | 20,141 |
| — |
| — |
| — |
| 20,141 |
|
Notes receivable and related accrued interest receivable, net (1) | 2,102 |
| — |
| — |
| — |
| 2,102 |
|
| Total investments (2) | $ | 2,380,935 |
| $ | 772,563 |
| $ | 763,162 |
| $ | 201,585 |
| $ | 4,118,245 |
|
| % of total investments | 58 | % | 19 | % | 18 | % | 5 | % | 100 | % |
| | | | | | |
| | As of December 31, 2014 |
| | Entertainment | Education | Recreation | Other | Consolidated |
Rental properties, net of accumulated depreciation | $ | 1,851,285 |
| $ | 354,182 |
| $ | 246,067 |
| $ | — |
| $ | 2,451,534 |
|
Add back accumulated depreciation on rental properties | 442,827 |
| 11,086 |
| 11,747 |
| — |
| 465,660 |
|
Land held for development | 4,457 |
| — |
| — |
| 201,544 |
| 206,001 |
|
Property under development | 25,321 |
| 86,436 |
| 70,041 |
| — |
| 181,798 |
|
Mortgage notes and related accrued interest receivable, net | 58,220 |
| 76,917 |
| 367,797 |
| 5,021 |
| 507,955 |
|
Investment in a direct financing lease, net | — |
| 199,332 |
| — |
| — |
| 199,332 |
|
Investment in joint ventures | 5,738 |
| — |
| — |
| — |
| 5,738 |
|
Intangible assets, gross (1) | 20,796 |
| — |
| — |
| — |
| 20,796 |
|
Notes receivable and related accrued interest receivable, net (1) | 2,069 |
| — |
| — |
| — |
| 2,069 |
|
| Total investments (2) | $ | 2,410,713 |
| $ | 727,953 |
| $ | 695,652 |
| $ | 206,565 |
| $ | 4,040,883 |
|
| % of total investments | 60 | % | 18 | % | 17 | % | 5 | % | 100 | % |
|
(1) Included in other assets in the consolidated balance sheets as of March 31, 2015 and December 31, 2014 in the Company's Quarterly Report on Form 10-Q. Reconciliation is as follows: |
| | | | | | |
| | 3/31/2015 | 12/31/2014 | | | |
Intangible assets, gross | $ | 20,141 |
| $ | 20,796 |
| | | |
Less: accumulated amortization on intangible assets | (11,756 | ) | (12,290 | ) | | | |
Notes receivable and related accrued interest receivable, net | 2,102 |
| 2,069 |
| | | |
Prepaid expenses and other current assets | 64,036 |
| 55,516 |
| | | |
Total other assets | $ | 74,523 |
| $ | 66,091 |
| | | |
|
(2) See pages 29 and 30 for definitions. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
EPR Properties |
Lease Expirations |
As of March 31, 2015 |
(Unaudited, dollars in thousands) |
| | | | | | | | | | | | | | | | | | |
| | Megaplex Theatres | | Public Charter Schools, Early Education Centers and Private Schools | | Ski Parks and Golf Entertainment Complexes |
Year | | Total Number of Properties | | Rental Revenue for the Trailing Twelve Months Ended March 31, 2015 (1) | | % of Total Revenue | | Total Number of Properties | | Financing Income/Rental Revenue for the Trailing Twelve Months Ended March 31, 2015 | | % of Total Revenue | | Total Number of Properties | | Rental Revenue for the Trailing Twelve Months Ended March 31, 2015 | | % of Total Revenue |
| | | | | | | | | | | | | | | | | | |
2015 | | 2 | | $ | 9,057 |
| | 2 | % | | — | | $ | — |
| | — | % | | — | | $ | — |
| | — | % |
2016 | | 4 | | 9,316 |
| | 2 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2017 | | 4 | | 7,345 |
| | 2 | % | | 1 | | 1,062 |
| | — | % | | — | | — |
| | — | % |
2018 | | 16 | | 26,480 |
| | 7 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2019 | | 6 | | 16,677 |
| | 4 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2020 | | 6 | | 7,757 |
| | 2 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2021 | | 5 | | 7,586 |
| | 2 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2022 | | 12 | | 22,245 |
| | 6 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2023 | | 5 | | 10,768 |
| | 3 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2024 | | 14 | | 28,021 |
| | 7 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2025 | | 7 | | 12,557 |
| | 3 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2026 | | 5 | | 5,942 |
| | 2 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2027 | | 13 | (2) | 14,352 |
| | 4 | % | | — | | — |
| | — | % | | 1 | | 2,905 |
| | 1 | % |
2028 | | 4 | | 6,663 |
| | 2 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2029 | | 15 | (3) | 14,304 |
| | 4 | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2030 | | 1 | | 113 |
| | — | % | | — | | — |
| | — | % | | — | | — |
| | — | % |
2031 | | 5 | | 7,389 |
| | 2 | % | | 9 | (5) | 7,534 |
| | 2 | % | | — | | — |
| | — | % |
2032 | | 3 | (4) | 2,039 |
| | 1 | % | | 14 | (6) | 17,081 |
| | 5 | % | | 3 | | 4,459 |
| | 1 | % |
2033 | | 6 | | 4,678 |
| | 1 | % | | 17 | (7) | 16,599 |
| | 4 | % | | 1 | | 1,676 |
| | — | % |
2034 | | 2 | | 1,863 |
| | — | % | | 14 | | 10,048 |
| | 3 | % | | 6 | | 7,042 |
| | 2 | % |
Thereafter | | — | | — |
| | — |
| | 6 | (8) | 4,038 |
| | 1 | % | | 3 | | 7,119 |
| | 2 | % |
| | 135 | | $ | 215,152 |
| | 56 | % | | 61 | | $ | 56,362 |
| | 15 | % | | 14 | | $ | 23,201 |
| | 6 | % |
| | | | | | | | | | | | | | | | | | |
Note: This schedule relates to owned megaplex theatres, public charter schools, early education centers, private schools, ski parks and golf entertainment complexes only, which together represent approximately 77% of total revenue for the trailing twelve months ended March 31, 2015. This schedule excludes properties under construction, land held for development and investments in mortgage notes receivable. |
| | | | | | | | | | | | | | | | | | |
(1) Consists of rental revenue and tenant reimbursements. | | | | | |
(2) Eleven of these theatre properties are leased under a master lease. | | | | | |
(3) All of these theatre properties are leased under a master lease. | | | | | |
(4) All of these threatre properties are leased under a master lease. | | | | | |
(5) Four of these public charter school properties are leased under a master lease to Imagine. | | | | | |
(6) Six of these public charter school properties are leased under a master lease to Imagine. | | | | | |
(7) Ten of these public charter school properties are leased under a master lease to Imagine. | | | | | |
(8) Three of these public charter school properties are leased under a master lease to Imagine. |
|
| | | | | | | |
EPR Properties |
Top Ten Customers by Revenue from Continuing Operations |
(Unaudited, dollars in thousands) |
| | | | | |
| | | Total Revenue For The | | |
| | | Three Months Ended | | Percentage of |
| Customers | Asset Type | March 31, 2015 | | Total Revenue |
| | | | | |
1. | American Multi-Cinema, Inc. | Entertainment | $ | 21,364 |
| | 21% |
2. | Regal Cinemas, Inc. | Entertainment | 10,055 |
| | 10% |
3. | Cinemark USA, Inc. | Entertainment | 8,476 |
| | 9% |
4. | Imagine Schools, Inc. | Education | 6,000 |
| | 6% |
5. | Carmike Cinemas, Inc. | Entertainment | 4,790 |
| | 5% |
6. | Top Golf USA | Recreation | 4,073 |
| | 4% |
7. | SVVI, LLC | Recreation | 3,459 |
| | 3% |
8. | Southern Theatres, LLC | Entertainment | 3,079 |
| | 3% |
9. | Peak Resorts, Inc. | Recreation | 2,787 |
| | 3% |
10. | Portfolio Charter Investments | Education | 2,244 |
| | 2% |
| | | | | |
| Total | | $ | 66,327 |
| | 66% |
|
| | | | | | | | |
EPR Properties |
Summary of Mortgage Notes Receivable |
(Unaudited, dollars in thousands) |
| | | | |
Summary of Mortgage Notes Receivable |
| | | | |
| | March 31, 2015 | | December 31, 2014 |
Mortgage note, 9.00%, due April 30, 2015 | | $ | 1,189 |
| | $ | 1,164 |
|
Mortgage note and related accrued interest receivable, 9.00%, due November 30, 2015 | | 1,175 |
| | 1,149 |
|
Mortgage note receivable, 5.50%, due November 1, 2016 | | 2,500 |
| | 2,500 |
|
Mortgage note receivable and related accrued interest receivable, 9.00%, due March 11, 2017 | | 1,449 |
| | — |
|
Mortgage note and related accrued interest receivable, 10.00%, due November 1, 2017 | | 2,521 |
| | 2,521 |
|
Mortgage notes and related accrued interest receivable, 7.00% and 10.00%, due May 1, 2019 | | 191,256 |
| | 191,116 |
|
Mortgage note, 10.00%, due November 1, 2020 | | 87,597 |
| | 70,114 |
|
Mortgage note and related accrued interest receivable, 10.65%, due June 28, 2032 | | 36,032 |
| | 36,032 |
|
Mortgage note and related accrued interest receivable, 9.50%, due September 1, 2032 | | 19,832 |
| | 19,795 |
|
Mortgage note and related accrued interest receivable, 10.25%, due October 31, 2032 | | 22,188 |
| | 22,188 |
|
Mortgage note and related accrued interest receivable, 9.00%, due December 31, 2032 | | 5,567 |
| | 5,598 |
|
Mortgage note and related accrued interest receivable, 9.50%, due January 31, 2033 | | 12,093 |
| | 12,082 |
|
Mortgage notes and related accrued interest receivable, 9.50%, due April 30, 2033 | | 28,846 |
| | 28,788 |
|
Mortgage note and related accrued interest receivable, 10.25%, due June 30, 2033 | | 3,475 |
| | 3,471 |
|
Mortgage note, 11.31%, due July 1, 2033 | | 12,952 |
| | 13,005 |
|
Mortgage note, 8.50%, due June 30, 2034 | | 4,870 |
| | 4,870 |
|
Mortgage note and related accrued interest receivable, 10.93%, due December 1, 2034 | | 51,450 |
| | 51,450 |
|
Mortgage notes, 10.13%, due December 1, 2034 | | 37,562 |
| | 37,562 |
|
Mortgage notes, 10.40%, due December 1, 2034 | | 4,550 |
| | 4,550 |
|
Total mortgage notes and related accrued interest receivable | | $ | 527,104 |
| | $ | 507,955 |
|
| | | | |
Payments Due on Mortgage Notes Receivable |
| | | | |
| | As of March 31, 2015 | | |
Year: | | | | |
2015 | | $ | 5,005 |
| | |
2016 | | 3,932 |
| | |
2017 | | 3,204 |
| | |
2018 | | 837 |
| | |
2019 | | 192,187 |
| | |
Thereafter | | 321,939 |
| | |
Total | | $ | 527,104 |
| | |
| | | | |
|
| | | | | | | | |
EPR Properties |
Summary of Notes Receivable |
(Unaudited, dollars in thousands) |
| | | | |
Summary of Notes Receivable (1) |
| | | | |
| | March 31, 2015 | | December 31, 2014 |
Note and related accrued interest receivable, 9.23%, | | | | |
past due (2) | | 3,777 |
| | 3,777 |
|
Note and related accrued interest receivable, 12.50%, | | | | |
due March 1, 2024 | | 2,102 |
| | 2,069 |
|
Total notes and related accrued interest receivable | | $ | 5,879 |
| | $ | 5,846 |
|
Less: Loan loss reserve | | (3,777 | ) | | (3,777 | ) |
Total notes and related accrued interest receivable, net | | $ | 2,102 |
| | $ | 2,069 |
|
| | | | |
(1) Included in other assets in the consolidated balance sheets as of March 31, 2015 and December 31, 2014 in the Company's Quarterly Report on Form 10-Q. |
|
(2) Note receivable is impaired as of March 31, 2015 and is shown below as past due. In accordance with the Company's accounting policy, interest income is being recognized on a cash basis. |
|
Payments due on Notes Receivable |
| | | | |
| | As of March 31, 2015 | | |
Year: | | | | |
Past Due (100% Reserved) | | $ | 3,777 |
| | |
2015 | | 17 |
| | |
2016 | | 168 |
| | |
2017 | | — |
| | |
2018 | | — |
| | |
2019 | | — |
| | |
Thereafter | | 1,917 |
| | |
Total | | $ | 5,879 |
| | |
EPR Properties
Definitions-Non-GAAP Financial Measures
EBITDA AND ADJUSTED EBITDA
EBITDA 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 EBITDA in its analysis of the business and operations of the Company and believes it is useful to investors because it excludes various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA - continuing operations as the sum of net income plus costs (gain) associated with loan refinancing or payoff, net, interest expense (net), depreciation and amortization, less gain on sale or acquisition of real estate, gain on early extinguishment of debt, equity in income from joint ventures, gain on previously held equity interest, income tax expense or benefit and discontinued operations. EBITDA - discontinued operations is computed in the same manner but only as it relates to discontinued operations. Adjusted EBITDA - continuing operations is presented to also add back the effect of non-cash impairment charges, retirement severance expense, the provision for loan losses and transaction costs (benefit). Adjusted EBITDA - discontinued operations is computed in the same manner but only as it relates to discontinued operations.
The Company’s method of calculating EBITDA and Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA and Adjusted EBITDA do not represent cash generated from operations as defined by U.S. generally accepted accounting principles (“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 for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.
FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED
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 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, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from sales or acquisitions of depreciable operating properties and impairment losses of depreciable 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. We have calculated FFO for all periods presented in accordance with this definition. In addition, we present FFO as adjusted by adding to FFO costs (gains) associated with loan refinancing or payoff, net, transaction costs (benefit), retirement severance expense, provision for loan losses and preferred share redemption costs and by subtracting gain on early extinguishment of debt, gain (loss) on sale of land and deferred income tax benefit (expense). FFO and FFO as adjusted are a 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 our operations or our 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, we present AFFO by adding to FFO provision for loan losses, transaction costs (benefit), retirement severance expense, non-real estate depreciation and amortization, deferred financing fees amortization, costs (gain) associated with loan refinancing or payoff, net, share-based compensation expense to management and trustees, amortization of above market leases, net and preferred share redemption costs; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental
revenue, the non-cash portion of mortgage and other financing income and gain on early extinguishment of debt, gain (loss) on sale of land and deferred income tax benefit (expense). 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 our operations or our 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. We calculate the interest coverage amount by adding to net income impairment charges, provision for loan losses, transaction costs (benefit), interest expense, gross (including interest expense in discontinued operations), retirement severance 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 or acquisition of real estate from continuing and discontinued operations, gain on previously held equity interest and deferred income tax benefit (expense). We calculated interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. We consider 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. Our 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 preferred share dividends are also added to the denominator. We consider 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. Our 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 recurring principal payments are also added to the denominator. We consider 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. Our 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.
TOTAL INVESTMENTS
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of rental properties (before accumulated depreciation), rental properties held for sale (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in a direct financing lease, net, investment in joint ventures, intangible assets, gross (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.