Exhibit 99.3
Supplemental Operating and Financial Data
Third Quarter and Nine Months Ended September 30, 2016
EPR Properties
Supplemental Operating and Financial Data
Third Quarter and Nine Months Ended September 30, 2016
Table of Contents
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Section | | Page |
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Company Profile | | 5 |
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Investor Information | | 6 |
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Selected Financial Information | | 7 |
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Selected Balance Sheet Information | | 8 |
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Selected Operating Data | | 9 |
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Funds From Operations and Funds From Operations as Adjusted | | 10 |
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Adjusted Funds From Operations | | 11 |
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Capital Structure | | 12 |
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Summary of Ratios | | 17 |
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Summary of Mortgage Notes Receivable | | 19 |
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Capital Spending and Disposition Summaries | | 20 |
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Property Under Development - Investment Spending Estimates | | 21 |
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Financial Information and Total Investment by Segment | | 22 |
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Lease Expirations | | 27 |
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Top Ten Customers by Revenue from Continuing Operations | | 28 |
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Net Asset Value (NAV) Components | | 29 |
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Annualized GAAP Net Operating Income | | 30 |
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Guidance | | 31 |
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Definitions-Non-GAAP Financial Measures | | 32 |
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Appendix-Reconciliation of Certain Non-GAAP Financial Measures | | 35 |
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. 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. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
NON-GAAP INFORMATION
This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company’s other financial information determined under GAAP. See pages 32 through 34 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures in the Appendix on pages 35 through 41.
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the transaction referred to in this communication, EPR Properties expects to file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary proxy statement of CNL Lifestyle that also constitutes a preliminary prospectus of EPR Properties. After the registration statement is declared effective, CNL Lifestyle will mail a definitive proxy statement/prospectus to stockholders of CNL Lifestyle. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document
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that EPR Properties or CNL Lifestyle may file with the SEC and send to CNL Lifestyle’s stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS OF CNL LIFESTYLE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed by EPR Properties and CNL Lifestyle with the SEC though the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by EPR Properties with the SEC will be available free of charge on EPR Properties’ website at www. eprkc.com, or by contacting EPR Properties’ Investor Relations Department at (816) 472-1700. Copies of documents filed by CNL Lifestyle with the SEC will be available free of charge on CNL Lifestyle’s website at www.cnllifestylereit.com, or by contacting CNL Lifestyle’s Investor Relations Department at(866) 650-0650. The content of the websites referenced above are not deemed incorporated by reference into the registration statement or the proxy statement/prospectus.
CERTAIN INFORMATION REGARDING PARTICIPANTS
EPR Properties and CNL Lifestyle and their respective trustees/directors, executive officers and other management members and employees may be deemed participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the trustees and executive officers of EPR Properties is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 1, 2016, and Form 4’s of EPR Properties’ trustees and executive officers filed with the SEC. Information about the directors and executive officers of CNL Lifestyle is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 28, 2016, its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on November 3, 2015, and in Form 4’s of CNL Lifestyle’s directors and executive officers filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC if and when they become available.
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EPR Properties
Company Profile
The Company
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.
Company Strategy
Our vision is to become the leading specialty REIT by focusing our unique knowledge and resources on select underserved real estate segments which provide the potential for outsized returns.
EPR’s primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations (“FFO”) and dividends per share. Central to our growth is remaining focused on acquiring or developing properties in our primary investment segments: Entertainment, Education and Recreation. We may also pursue opportunities to provide mortgage financing for these investment segments in certain situations where this structure is more advantageous than owning the underlying real estate.
Our segment focus is consistent with our strategic organizational design which is structured around building centers of knowledge and strong operating competencies in each of our primary segments. Retention and building of this knowledge depth creates a competitive advantage allowing us to more quickly identify key market trends.
To this end we will deliberately apply information and our ingenuity to identify properties which represent potential logical extensions within each of our segments, or potential future investment segments. As part of our strategic planning and portfolio management process we assess new opportunities against the following five key underwriting principles:
| • | | 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 |
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EPR Properties
Investor Information
Senior Management
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Greg Silvers | | Mark Peterson |
President and Chief Executive Officer | | Executive 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 Secretary |
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Tom Wright | | Mike Hirons |
Senior Vice President - Human Resources and Administration | | Senior Vice President - Strategy and Asset Management |
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Tonya Mater | | |
Vice President and Chief Accounting Officer | | |
Company Information
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Corporate Headquarters | | Trading Symbols |
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909 Walnut Street, Suite 200 | | Common Stock: |
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Kansas City, MO 64106 | | EPR |
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888-EPR-REIT | | Preferred Stock: |
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www.eprkc.com | | EPR-PrC |
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| | EPR-PrE |
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Stock Exchange Listing | | EPR-PrF |
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New York Stock Exchange | | |
Equity Research Coverage
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Bank of America Merrill Lynch | | Jeffrey Spector/Joshua Dennerlein | | 646-855-1363 |
Citi Global Markets | | Michael Bilerman/Nick Joseph | | 212-816-4471 |
FBR & Co. | | David Corak | | 703-312-1610 |
Janney Montgomery Scott | | Rob Stevenson | | 646-840-3217 |
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 | | Michael Carroll/Wes Golladay | | 440-715-2649 |
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 September 30, | | | Nine months ended September 30, | |
Operating Information: | | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Revenue | | $ | 125,610 | | | $ | 108,335 | | | $ | 362,411 | | | $ | 309,029 | |
Net income available to common shareholders of | | | | | | | | | | | | | | | | |
EPR Properties | | | 51,575 | | | | 44,244 | | | | 148,986 | | | | 123,927 | |
Adjusted EBITDA (1)(2) | | | 109,068 | | | | 95,306 | | | | 314,573 | | | | 268,181 | |
Interest expense, net | | | 24,265 | | | | 20,529 | | | | 70,310 | | | | 59,123 | |
Recurring principal payments | | | 2,551 | | | | 3,363 | | | | 7,447 | | | | 10,634 | |
Capitalized interest | | | 2,931 | | | | 4,771 | | | | 7,982 | | | | 14,265 | |
Straight-lined rental revenue | | | 4,597 | | | | 2,738 | | | | 10,950 | | | | 8,892 | |
Dividends declared on preferred shares | | | 5,951 | | | | 5,951 | | | | 17,855 | | | | 17,855 | |
Dividends declared on common shares | | | 61,082 | | | | 53,019 | | | | 182,948 | | | | 156,841 | |
General and administrative expense | | | 9,091 | | | | 7,482 | | | | 27,309 | | | | 22,920 | |
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Balance Sheet Information: | | September 30, | | | | | | | |
| | 2016 | | | 2015 | | | | | | | |
Total assets | | $ | 4,620,970 | | | $ | 4,201,105 | | | | | | | | | |
Accumulated depreciation | | | 609,103 | | | | 511,949 | | | | | | | | | |
Total assets before accumulated depreciation (gross assets) | | | 5,230,073 | | | | 4,713,054 | | | | | | | | | |
Cash and cash equivalents | | | 7,311 | | | | 14,614 | | | | | | | | | |
Debt | | | 2,248,576 | | | | 2,018,354 | | | | | | | | | |
Deferred financing costs, net | | | 18,885 | | | | 19,101 | | | | | | | | | |
Net debt (2) | | | 2,260,150 | | | | 2,022,841 | | | | | | | | | |
Equity | | | 2,189,427 | | | | 1,989,071 | | | | | | | | | |
Common shares outstanding | | | 63,628 | | | | 59,158 | | | | | | | | | |
Total market capitalization (using EOP closing price) | | | 7,616,469 | | | | 5,434,479 | | | | | | | | | |
Net debt/total market capitalization | | | 30% | | | | 37% | | | | | | | | | |
Net debt/gross assets | | | 43% | | | | 43% | | | | | | | | | |
Net debt/Adjusted EBITDA (3) | | | 5.18 | | | | 5.31 | | | | | | | | | |
Adjusted net debt/Annualized adjusted EBITDA (2)(4)(5) | | | 5.08 | | | | n/a | | | | | | | | | |
(1) Includes discontinued operations.
(2) See pages 32 through 34 for definitions.
(3) Adjusted EBITDA is for the quarter times four. See pages 32 through 34 for definitions. See calculation on page 41.
(4) Adjusted net debt is net debt less 40% times property under development. See pages 32 through 34 for definitions.
(5) Annualized adjusted EBITDA is adjusted EBITDA for the quarter further adjusted for in-service projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 41 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. Amounts not calculated for periods prior to 2016. See pages 32 through 34 for definitions.
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EPR Properties
Selected Balance Sheet Information
(Unaudited, dollars in thousands)
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| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Rental properties: | | | | | | | | | | | | | | | | | | | | | | | | |
Entertainment | | $ | 2,483,321 | | | $ | 2,473,635 | | | $ | 2,369,351 | | | $ | 2,337,427 | | | $ | 2,309,413 | | | $ | 2,301,551 | |
Education | | | 811,359 | | | | 687,815 | | | | 644,854 | | | | 621,674 | | | | 589,755 | | | | 412,088 | |
Recreation | | | 650,350 | | | | 600,183 | | | | 608,393 | | | | 600,401 | | | | 551,660 | | | | 315,502 | |
Other | | | 155,071 | | | | 153,996 | | | | 153,944 | | | | — | | | | — | | | | — | |
Less: accumulated depreciation | | | (609,103) | | | | (583,848) | | | | (562,195) | | | | (534,303) | | | | (511,949) | | | | (492,602) | |
Land held for development | | | 22,530 | | | | 22,530 | | | | 22,530 | | | | 23,610 | | | | 30,501 | | | | 30,495 | |
Property under development | | | 263,026 | | | | 301,605 | | | | 266,574 | | | | 378,920 | | | | 374,533 | | | | 494,066 | |
Mortgage notes receivable: (1) | | | | | | | | | | | | | | | | | | | | | | | | |
Entertainment | | | 36,032 | | | | 36,032 | | | | 80,389 | | | | 58,220 | | | | 58,220 | | | | 58,220 | |
Education | | | 70,609 | | | | 63,828 | | | | 61,963 | | | | 79,584 | | | | 80,230 | | | | 79,194 | |
Recreation | | | 331,726 | | | | 322,515 | | | | 312,577 | | | | 283,476 | | | | 311,859 | | | | 403,799 | |
Other | | | 2,511 | | | | 2,500 | | | | 2,500 | | | | 2,500 | | | | 5,021 | | | | 5,032 | |
Investment in a direct financing lease, net | | | 189,152 | | | | 188,386 | | | | 191,720 | | | | 190,880 | | | | 190,029 | | | | 189,203 | |
Investment in joint ventures | | | 6,159 | | | | 5,955 | | | | 5,869 | | | | 6,168 | | | | 6,439 | | | | 6,101 | |
Cash and cash equivalents | | | 7,311 | | | | 8,462 | | | | 10,980 | | | | 4,283 | | | | 14,614 | | | | 6,146 | |
Restricted cash | | | 20,463 | | | | 16,614 | | | | 23,428 | | | | 10,578 | | | | 21,949 | | | | 15,289 | |
Accounts receivable, net | | | 81,217 | | | | 62,061 | | | | 62,403 | | | | 59,101 | | | | 56,006 | | | | 64,493 | |
Other assets | | | 99,236 | | | | 97,955 | | | | 88,260 | | | | 94,751 | | | | 93,724 | | | | 83,051 | |
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Total assets | | $ | 4,620,970 | | | $ | 4,460,224 | | | $ | 4,343,540 | | | $ | 4,217,270 | | | $ | 4,182,004 | | | $ | 3,971,628 | |
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Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 101,019 | | | $ | 91,130 | | | $ | 77,523 | | | $ | 92,178 | | | $ | 98,736 | | | $ | 80,855 | |
Common dividends payable | | | 20,361 | | | | 20,360 | | | | 20,269 | | | | 18,401 | | | | 17,896 | | | | 17,308 | |
Preferred dividends payable | | | 5,951 | | | | 5,952 | | | | 5,952 | | | | 5,951 | | | | 5,951 | | | | 5,952 | |
Unearned rents and interest | | | 55,636 | | | | 49,798 | | | | 56,627 | | | | 44,952 | | | | 51,996 | | | | 39,270 | |
Line of credit | | | 200,000 | | | | 347,000 | | | | 217,000 | | | | 196,000 | | | | 196,000 | | | | 100,000 | |
Deferred financing costs, net | | | (18,885) | | | | (16,829) | | | | (17,494) | | | | (18,289) | | | | (19,101) | | | | (19,764) | |
Other debt | | | 2,067,461 | | | | 1,768,094 | | | | 1,796,625 | | | | 1,804,209 | | | | 1,841,455 | | | | 1,845,864 | |
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Total liabilities | | | 2,431,543 | | | | 2,265,505 | | | | 2,156,502 | | | | 2,143,402 | | | | 2,192,933 | | | | 2,069,485 | |
Equity: | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock and additional paid-in-capital | | | 2,669,330 | | | | 2,666,325 | | | | 2,644,263 | | | | 2,509,077 | | | | 2,414,399 | | | | 2,297,495 | |
Preferred stock at par value | | | 139 | | | | 139 | | | | 139 | | | | 139 | | | | 139 | | | | 139 | |
Treasury stock | | | (107,136) | | | | (107,133) | | | | (104,864) | | | | (97,328) | | | | (95,564) | | | | (77,244) | |
Accumulated other comprehensive income | | | 4,698 | | | | 3,485 | | | | 3,708 | | | | 5,622 | | | | 5,410 | | | | 8,290 | |
Distributions in excess of net income | | | (377,604) | | | | (368,097) | | | | (356,208) | | | | (343,642) | | | | (335,690) | | | | (326,914) | |
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EPR Properties shareholders’ equity | | | 2,189,427 | | | | 2,194,719 | | | | 2,187,038 | | | | 2,073,868 | | | | 1,988,694 | | | | 1,901,766 | |
Noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | 377 | | | | 377 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 2,189,427 | | | | 2,194,719 | | | | 2,187,038 | | | | 2,073,868 | | | | 1,989,071 | | | | 1,902,143 | |
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Total liabilities and equity | | $ | 4,620,970 | | | $ | 4,460,224 | | | $ | 4,343,540 | | | $ | 4,217,270 | | | $ | 4,182,004 | | | $ | 3,971,628 | |
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(1) Includes related accrued interest receivable.
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EPR Properties
Selected Operating Data
(Unaudited, dollars in thousands)
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| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Rental revenue and tenant reimbursements: | | | | | | | | | | | | | | | | | | | | | | | | |
Entertainment | | $ | 67,950 | | | $ | 65,149 | | | $ | 64,001 | | | $ | 63,823 | | | $ | 63,355 | | | $ | 63,794 | |
Education | | | 19,905 | | | | 17,717 | | | | 17,182 | | | | 16,552 | | | | 13,990 | | | | 10,803 | |
Recreation | | | 15,958 | | | | 14,789 | | | | 14,696 | | | | 14,539 | | | | 12,079 | | | | 7,228 | |
Other | | | 2,290 | | | | 2,291 | | | | 1,764 | | | | — | | | | — | | | | — | |
Mortgage and other financing income: | | | | | | | | | | | | | | | | | | | | | | | | |
Entertainment | | | 1,294 | | | | 1,481 | | | | 2,152 | | | | 1,781 | | | | 1,782 | | | | 1,782 | |
Education (1) | | | 7,319 | | | | 7,178 | | | | 10,731 | | | | 7,566 | | | | 7,479 | | | | 7,793 | |
Recreation | | | 8,384 | | | | 7,268 | | | | 6,998 | | | | 6,451 | | | | 8,835 | | | | 8,613 | |
Other | | | 34 | | | | 34 | | | | 34 | | | | 63 | | | | 97 | | | | 97 | |
Other income | | | 2,476 | | | | 2,126 | | | | 1,210 | | | | 1,213 | | | | 718 | | | | 1,148 | |
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Total revenue | | $ | 125,610 | | | $ | 118,033 | | | $ | 118,768 | | | $ | 111,988 | | | $ | 108,335 | | | $ | 101,258 | |
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Property operating expense | | | 5,626 | | | | 5,580 | | | | 5,481 | | | | 5,810 | | | | 5,496 | | | | 5,770 | |
Other expense | | | — | | | | — | | | | 5 | | | | 115 | | | | 221 | | | | 210 | |
General and administrative expense | | | 9,091 | | | | 9,000 | | | | 9,218 | | | | 8,101 | | | | 7,482 | | | | 7,756 | |
Costs associated with loan refinancing or payoff | | | 14 | | | | 339 | | | | 552 | | | | 9 | | | | 18 | | | | 243 | |
Interest expense, net | | | 24,265 | | | | 22,756 | | | | 23,289 | | | | 20,792 | | | | 20,529 | | | | 20,007 | |
Transaction costs | | | 2,947 | | | | 1,490 | | | | 444 | | | | 700 | | | | 783 | | | | 4,429 | |
Depreciation and amortization | | | 27,601 | | | | 25,666 | | | | 25,955 | | | | 24,915 | | | | 23,498 | | | | 21,849 | |
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Income before equity in income in joint ventures and other items | | | 56,066 | | | | 53,202 | | | | 53,824 | | | | 51,546 | | | | 50,308 | | | | 40,994 | |
Equity in income from joint ventures | | | 203 | | | | 86 | | | | 212 | | | | 268 | | | | 339 | | | | 198 | |
Gain (loss) on sale of real estate | | | 1,615 | | | | 2,270 | | | | — | | | | — | | | | (95) | | | | — | |
Income tax benefit (expense) | | | (358) | | | | (423) | | | | 144 | | | | 936 | | | | (498) | | | | 7,506 | |
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Income from continuing operations | | | 57,526 | | | | 55,135 | | | | 54,180 | | | | 52,750 | | | | 50,054 | | | | 48,698 | |
Discontinued operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 141 | | | | 68 | |
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Net income attributable to EPR Properties | | | 57,526 | | | | 55,135 | | | | 54,180 | | | | 52,750 | | | | 50,195 | | | | 48,766 | |
Preferred dividend requirements | | | (5,951) | | | | (5,952) | | | | (5,952) | | | | (5,951) | | | | (5,951) | | | | (5,952) | |
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Net income available to common shareholders of EPR Properties | | $ | 51,575 | | | $ | 49,183 | | | $ | 48,228 | | | $ | 46,799 | | | $ | 44,244 | | | $ | 42,814 | |
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(1) Represents income from owned assets under a direct financing lease and 12 mortgage notes receivable.
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EPR Properties
Funds From Operations and Funds From Operations as Adjusted
(Unaudited, dollars in thousands except per share information)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Funds From Operations (“FFO”) (1): | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Net income available to common shareholders of EPR Properties | | $ | 51,575 | | | $ | 49,183 | | | $ | 48,228 | | | $ | 46,799 | | | $ | 44,244 | | | $ | 42,814 | |
Gain on sale of real estate (excluding land sale) | | | (549) | | | | (2,270) | | | | — | | | | — | | | | — | | | | — | |
Real estate depreciation and amortization | | | 27,147 | | | | 25,216 | | | | 25,507 | | | | 24,480 | | | | 23,071 | | | | 21,457 | |
Allocated share of joint venture depreciation | | | 56 | | | | 58 | | | | 60 | | | | 62 | | | | 64 | | | | 65 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 78,229 | | | $ | 72,187 | | | $ | 73,795 | | | $ | 71,341 | | | $ | 67,379 | | | $ | 64,336 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 78,229 | | | $ | 72,187 | | | $ | 73,795 | | | $ | 71,341 | | | $ | 67,379 | | | $ | 64,336 | |
Add: Preferred dividends for Series C preferred shares | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted FFO available to common shareholders | | $ | 80,170 | | | $ | 74,128 | | | $ | 75,736 | | | $ | 73,282 | | | $ | 69,320 | | | $ | 64,336 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Funds From Operations as adjusted (1): | | | | | | | | | | | | | | | | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 78,229 | | | $ | 72,187 | | | $ | 73,795 | | | $ | 71,341 | | | $ | 67,379 | | | $ | 64,336 | |
Costs associated with loan refinancing or payoff | | | 14 | | | | 339 | | | | 552 | | | | 9 | | | | 18 | | | | 243 | |
Gain on insurance recovery (included in other income) | | | (1,825) | | | | (1,523) | | | | (489) | | | | — | | | | — | | | | — | |
Termination fee included in gain on sale | | | 549 | | | | 2,270 | | | | — | | | | — | | | | — | | | | — | |
Transaction costs | | | 2,947 | | | | 1,490 | | | | 444 | | | | 700 | | | | 783 | | | | 4,429 | |
(Gain) loss on sale of land | | | (1,066) | | | | — | | | | — | | | | — | | | | 95 | | | | — | |
Deferred income tax expense (benefit) | | | (44) | | | | (18) | | | | (602) | | | | (1,366) | | | | 53 | | | | (6,711) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
FFO as adjusted available to common shareholders of EPR Properties | | $ | 78,804 | | | $ | 74,745 | | | $ | 73,700 | | | $ | 70,684 | | | $ | 68,328 | | | $ | 62,297 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
FFO as adjusted available to common shareholders of EPR Properties | | $ | 78,804 | | | $ | 74,745 | | | $ | 73,700 | | | $ | 70,684 | | | $ | 68,328 | | | $ | 62,297 | |
Add: Preferred dividends for Series C preferred shares | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted FFO as adjusted available to common shareholders | | $ | 80,745 | | | $ | 76,686 | | | $ | 75,641 | | | $ | 72,625 | | | $ | 70,269 | | | $ | 62,297 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
FFO per common share attributable to EPR Properties: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 1.23 | | | $ | 1.14 | | | $ | 1.18 | | | $ | 1.19 | | | $ | 1.16 | | | $ | 1.12 | |
Diluted | | | 1.22 | | | | 1.13 | | | | 1.17 | | | | 1.18 | | | | 1.15 | | | | 1.12 | |
FFO as adjusted per common share attributable to EPR Properties: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 1.24 | | | $ | 1.18 | | | $ | 1.18 | | | $ | 1.18 | | | $ | 1.18 | | | $ | 1.09 | |
Diluted | | | 1.23 | | | | 1.17 | | | | 1.17 | | | | 1.17 | | | | 1.17 | | | | 1.08 | |
Shares used for computation (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 63,627 | | | | 63,592 | | | | 62,664 | | | | 60,125 | | | | 58,083 | | | | 57,200 | |
Diluted | | | 63,747 | | | | 63,678 | | | | 62,744 | | | | 60,205 | | | | 58,278 | | | | 57,446 | |
| | | | | | |
Weighted average shares outstanding-diluted EPS | | | 63,747 | | | | 63,678 | | | | 62,744 | | | | 60,205 | | | | 58,278 | | | | 57,446 | |
Effect of dilutive Series C preferred shares | | | 2,036 | | | | 2,045 | | | | 2,038 | | | | 2,029 | | | | 2,022 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted weighted-average shares outstanding-diluted | | | 65,783 | | | | 65,723 | | | | 64,782 | | | | 62,234 | | | | 60,300 | | | | 57,446 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions.
10
EPR Properties
Adjusted Funds From Operations
(Unaudited, dollars in thousands except per share information)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Adjusted Funds from Operations (“AFFO”) (1): | | | | | | | | | | | | | | | | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $ | 78,229 | | | $ | 72,187 | | | $ | 73,795 | | | $ | 71,341 | | | $ | 67,379 | | | $ | 64,336 | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization of above market leases, net | | | 42 | | | | 48 | | | | 48 | | | | 47 | | | | 48 | | | | 49 | |
Transaction costs | | | 2,947 | | | | 1,490 | | | | 444 | | | | 700 | | | | 783 | | | | 4,429 | |
Non-real estate depreciation and amortization | | | 454 | | | | 450 | | | | 448 | | | | 436 | | | | 427 | | | | 392 | |
Deferred financing fees amortization | | | 1,187 | | | | 1,163 | | | | 1,172 | | | | 1,163 | | | | 1,156 | | | | 1,173 | |
Costs associated with loan refinancing or payoff | | | 14 | | | | 339 | | | | 552 | | | | 9 | | | | 18 | | | | 243 | |
Gain on insurance recovery | | | (1,825) | | | | (1,523) | | | | (489) | | | | — | | | | — | | | | — | |
Termination fees included in gain on sale | | | 549 | | | | 2,270 | | | | — | | | | — | | | | — | | | | — | |
Share-based compensation expense to management and trustees | | | 2,778 | | | | 2,739 | | | | 2,765 | | | | 2,290 | | | | 2,161 | | | | 2,085 | |
Maintenance capital expenditures (2) | | | (805) | | | | (1,859) | | | | (1,141) | | | | (1,501) | | | | (897) | | | | (435) | |
Straight-lined rental revenue | | | (4,597) | | | | (3,264) | | | | (3,089) | | | | (3,267) | | | | (2,738) | | | | (3,211) | |
Non-cash portion of mortgage and other financing income | | | (962) | | | | (1,017) | | | | (928) | | | | (1,009) | | | | (2,042) | | | | (3,408) | |
(Gain) loss on sale of land | | | (1,066) | | | | — | | | | — | | | | — | | | | 95 | | | | — | |
Deferred income tax expense (benefit) | | | (44) | | | | (18) | | | | (602) | | | | (1,366) | | | | 53 | | | | (6,711) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
AFFO available to common shareholders of EPR Properties | | $ | 76,901 | | | $ | 73,005 | | | $ | 72,975 | | | $ | 68,843 | | | $ | 66,443 | | | $ | 58,942 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
AFFO available to common shareholders of EPR Properties | | $ | 76,901 | | | $ | 73,005 | | | $ | 72,975 | | | $ | 68,843 | | | $ | 66,443 | | | $ | 58,942 | |
Add: Preferred dividends for Series C preferred shares | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | 1,941 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted AFFO available to common shareholders of EPR Properties | | $ | 78,842 | | | $ | 74,946 | | | $ | 74,916 | | | $ | 70,784 | | | $ | 68,384 | | | $ | 58,942 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average diluted shares outstanding (in thousands) | | | 63,747 | | | | 63,678 | | | | 62,744 | | | | 60,205 | | | | 58,278 | | | | 57,446 | |
Effect of dilutive Series C preferred shares | | | 2,036 | | | | 2,045 | | | | 2,038 | | | | 2,029 | | | | 2,022 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted weighted-average shares outstanding-diluted | | | 65,783 | | | | 65,723 | | | | 64,782 | | | | 62,234 | | | | 60,300 | | | | 57,446 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
AFFO per diluted common share | | $ | 1.20 | | | $ | 1.14 | | | $ | 1.16 | | | $ | 1.14 | | | $ | 1.13 | | | $ | 1.03 | |
| | | | | | |
Dividends declared per common share | | $ | 0.9600 | | | $ | 0.9600 | | | $ | 0.9600 | | | $ | 0.9075 | | | $ | 0.9075 | | | $ | 0.9075 | |
| | | | | | |
AFFO payout ratio (3) | | | 80% | | | | 84% | | | | 83% | | | | 80% | | | | 80% | | | | 88% | |
(1) | See pages 32 through 34 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. |
11
EPR Properties
Capital Structure at September 30, 2016
(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) | | | | | Total | | | Weighted Avg Interest Rate | |
2016 | | $ | 2,516 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,516 | | | | 4.69% | |
2017 | | | 5,065 | | | | 158,201 | | | | — | | | | — | | | | — | | | | 163,266 | | | | 4.86% | |
2018 | | | 65 | | | | 11,619 | | | | — | | | | — | | | | — | | | | 11,684 | | | | 6.19% | |
2019 | | | — | | | | — | | | | — | | | | 200,000 | | | | — | | | | 200,000 | | | | 1.77% | |
2020 | | | — | | | | — | | | | 350,000 | | | | — | | | | 250,000 | | | | 600,000 | | | | 5.19% | |
2021 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | —% | |
2022 | | | — | | | | — | | | | — | | | | — | | | | 350,000 | | | | 350,000 | | | | 5.75% | |
2023 | | | — | | | | — | | | | — | | | | — | | | | 275,000 | | | | 275,000 | | | | 5.25% | |
2024 | | | — | | | | — | | | | — | | | | — | | | | 148,000 | | | | 148,000 | | | | 4.35% | |
2025 | | | — | | | | — | | | | — | | | | — | | | | 300,000 | | | | 300,000 | | | | 4.50% | |
2026 | | | — | | | | — | | | | — | | | | — | | | | 192,000 | | | | 192,000 | | | | 4.56% | |
Thereafter | | | — | | | | — | | | | 24,995 | | | | — | | | | — | | | | 24,995 | | | | 0.43% | |
Less: deferred financing costs, net | | | — | | | | — | | | | — | | | | — | | | | — | | | | (18,885) | | | | —% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 7,646 | | | $ | 169,820 | | | $ | 374,995 | | | $ | 200,000 | | | $ | 1,515,000 | | | $ | 2,248,576 | | | | 4.71% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | Balance | | | Weighted Avg Interest Rate | | | Weighted Avg Maturity | | | | | | | | | | |
Fixed rate secured debt | | | $ | 177,466 | | | | 4.94% | | | | 0.75 | | | | | | | | | | | | | |
Fixed rate unsecured debt (1) | | | | 1,815,000 | | | | 5.15% | | | | 6.37 | | | | | | | | | | | | | |
Variable rate secured debt | | | | 24,995 | | | | 0.43% | | | | 21.00 | | | | | | | | | | | | | |
Variable rate unsecured debt | | | | 250,000 | | | | 1.80% | | | | 2.77 | | | | | | | | | | | | | |
Less: deferred financing costs, net | | | | (18,885) | | | | —% | | | | — | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | $ | 2,248,576 | | | | 4.71% | | | | 5.69 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(1) Includes $300 million of term loan that has been fixed through interest rate swaps through April 5, 2019. | |
|
(2) Unsecured Credit Facility Summary: | |
| | | | | | | |
| | Commitment | | | Balance at 9/30/2016 | | | Maturity | | | Rate at 9/30/2016 | | | | | | | | | | |
| | $ | 650,000 | | | $ | 200,000 | | | | April 24, 2019 | | | | 1.77% | | | | | | | | | | | | | |
Note: This facility has a one year extension available at the Company’s option (solely with respect to the unsecured revolving credit portion of the facility) and includes an accordion feature in which the maximum borrowing amount under the combined unsecured revolving credit and term loan facility can be increased from $1.0 billion to $2.0 billion, in each case, subject to certain terms and conditions.
12
EPR Properties
Capital Structure at September 30, 2016 and December 31, 2015
(Unaudited, dollars in thousands)
Consolidated Debt (continued)
Summary of Debt:
| | | | | | | | |
| | September 30, 2016 | | | December 31, 2015 | |
| | |
Mortgage note payable, 7.37%, paid in full on February 18, 2016 | | | — | | | | 4,813 | |
| | |
Note payable, 2.50%, paid in full on April 21, 2016 | | | — | | | | 1,850 | |
| | |
Mortgage notes payable, 6.37%, paid in full on May 2, 2016 | | | — | | | | 24,754 | |
| | |
Mortgage notes payable, 6.02%, paid in full on August 8, 2016 | | | — | | | | 16,738 | |
| | |
Mortgage notes payable, 6.10%, paid in full on September 1, 2016 | | | — | | | | 22,235 | |
| | |
Mortgage note payable, 6.06%, due March 1, 2017 | | | 8,706 | | | | 9,381 | |
| | |
Mortgage note payable, 6.07%, due April 6, 2017 | | | 9,417 | | | | 9,667 | |
| | |
Mortgage notes payable, 5.73%-5.95%, due May 1, 2017 | | | 30,775 | | | | 31,603 | |
| | |
Mortgage notes payable, 4.00%, due July 6, 2017 | | | 90,249 | | | | 93,616 | |
| | |
Mortgage note payable, 5.29%, due July 8, 2017 | | | 3,338 | | | | 3,455 | |
| | |
Mortgage notes payable, 5.86% due August 1, 2017 | | | 22,344 | | | | 22,931 | |
| | |
Mortgage note payable, 6.19%, due February 1, 2018 | | | 12,637 | | | | 13,171 | |
| | |
Unsecured revolving variable rate credit facility, LIBOR + 1.25%, due April 24, 2019 | | | 200,000 | | | | 196,000 | |
| | |
Unsecured term loan payable, LIBOR + 1.40%, $300,000 fixed through interest rate swaps at a blended rate of 3.14% through April 5, 2019, due April 24, 2020 | | | 350,000 | | | | 350,000 | |
| | |
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, 4.35%, due August 22, 2024 | | | 148,000 | | | | — | |
| | |
Senior unsecured notes payable, 4.50%, due April 1, 2025 | | | 300,000 | | | | 300,000 | |
| | |
Senior unsecured notes payable, 4.56%, due August 22, 2026 | | | 192,000 | | | | — | |
| | |
Bonds payable, variable rate, due October 1, 2037 | | | 24,995 | | | | 24,995 | |
| | |
Less: deferred financing costs, net | | | (18,885) | | | | (18,289) | |
| | | | | | | | |
Total debt | | $ | 2,248,576 | | | $ | 1,981,920 | |
| | | | | | | | |
13
EPR Properties
Capital Structure
Senior Notes
Senior Debt Ratings as of September 30, 2016
| | | | |
| | |
Moody’s | | Baa2 (stable) | | |
| | |
Fitch | | BBB- (stable) | | |
| | |
Standard and Poor’s | | BBB- (stable) | | |
Summary of Covenants
The Company has outstanding senior unsecured notes with fixed interest rates of 4.50%, 5.25%, 5.75% and 7.75%. Interest on these notes is paid semiannually. These 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 September 30, 2016 and June 30, 2016 are:
| | | | | | |
Note Covenants | | Required | | Actual 3rd Quarter 2016 (1) | | Actual 2nd Quarter 2016 (1) |
| | |
Limitation on incurrence of total debt (Total Debt/Total Assets) | | < 60% | | 44% | | 43% |
| | | |
Limitation on incurrence of secured debt (Secured Debt/Total Assets) | | < 40% | | 4% | | 5% |
| | | |
Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) | | > 1.5 x | | 4.0x | | 4.1x |
| | | |
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) | | > 150% of unsecured debt | | 225% | | 237% |
(1) | See page 15 for detailed calculations. |
Note: The above excludes the private placement notes.
14
EPR Properties
Capital Structure
Senior Notes
(Unaudited, dollars in thousands)
Covenant Calculations
| | | | | | | | | | | | | | | | | | |
Total Assets: | | September 30, 2016 | | | | | | Total Debt: | | | | | September 30, 2016 | |
Total Assets per balance sheet | | $ | 4,620,970 | | | | | | | Secured debt obligations | | | $ | 202,461 | |
| | | | |
Add: accumulated depreciation | | | 609,103 | | | | | | | Unsecured debt obligations: | | | | | |
| | | | |
Less: intangible assets | | | (15,253) | | | | | | | Unsecured debt | | | | 2,065,000 | |
| | | | | | | | | | | | | | | |
Total Assets | | $ | 5,214,820 | | | | | | | Outstanding letters of credit | | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | Guarantees | | | | 24,929 | |
| | | | |
| | | | | | | | | | Derivatives at fair market value, net, if liability | | | | — | |
| | | | | | | | | | | | | | | |
| | | | |
| | | | | | | | | | Total unsecured debt obligations: | | | | 2,089,929 | |
| | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | Total Debt | | | | | | $ | 2,292,390 | |
| | | | | | | | | | | | | | | | | | |
Total Unencumbered Assets: | | September 30, 2016 | | | | | | | | | | | | |
Unencumbered real estate assets, gross | | $ | 4,416,850 | | | | | | | | | | | | | | | |
| | | | | |
Cash and cash equivalents | | | 7,311 | | | | | | | | | | | | | | | |
| | | | | |
Land held for development | | | 22,530 | | | | | | | | | | | | | | | |
| | | | | |
Property under development | | | 263,026 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | |
Total Unencumbered Assets | | $ | 4,709,717 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | |
Consolidated Income Available for Debt Service: | | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | 4th Quarter 2015 | | | Trailing Twelve Months | |
| | | | | |
Adjusted EBITDA (1) | | $ | 109,068 | | | $ | 101,930 | | | $ 103,575 | | $ | 97,962 | | | $ | 412,535 | |
| | | | | |
Less: straight-line rental revenue | | | (4,597) | | | | (3,264) | | | (3,089) | | | (3,267) | | | | (14,217) | |
| | | | | | | | | | | | | | | | | | |
Consolidated Income Available for Debt Service | | $ | 104,471 | | | $ | 98,666 | | | $ 100,486 | | $ | 94,695 | | | $ | 398,318 | |
| | | | | | | | | | | | | | | | | | |
| | | | | |
Annual Debt Service: | | | | | | | | | | | | | | | | | | |
Interest expense, gross | | $ | 27,196 | | | $ | 25,516 | | | $ 25,580 | | $ | 25,076 | | | $ | 103,368 | |
| | | | | |
Less: deferred financing fees amortization | | | (1,187) | | | | (1,163) | | | (1,172) | | | (1,163) | | | | (4,685) | |
| | | | | | | | | | | | | | | | | | |
| | | | | |
Annual Debt Service | | $ | 26,009 | | | $ | 24,353 | | | $ 24,408 | | $ | 23,913 | | | $ | 98,683 | |
| | | | | | | | | | | | | | | | | | |
| | | | | |
Debt Service Coverage | | | 4.0 | | | | 4.1 | | | 4.1 | | | 4.0 | | | | 4.0 | |
(1) Includes discontinued operations.
15
EPR Properties
Capital Structure at September 30, 2016
(Unaudited, dollars in thousands except share information)
Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Security | | Shares Issued and Outstanding | | | Price per share at September 30, 2016 | | | Liquidation Preference | | | Dividend Rate | | | Convertible | | | Conversion Ratio at September 30, 2016 | | | Conversion Price at September 30, 2016 | |
| | | | | | | |
Common shares | | | 63,628,019 | | | $ | 78.74 | | | | N/A | | | | (1) | | | | N/A | | | | N/A | | | | N/A | |
| | | | | | | |
Series C | | | 5,399,950 | | | $ | 30.67 | | | $ | 134,999 | | | | 5.750% | | | | Y | | | | 0.3771 | | | | 66.30 | |
| | | | | | | |
Series E | | | 3,450,000 | | | $ | 37.22 | | | $ | 86,250 | | | | 9.000% | | | | Y | | | | 0.4561 | | | | 54.81 | |
| | | | | | | |
Series F | | | 5,000,000 | | | $ | 26.12 | | | $ | 125,000 | | | | 6.625% | | | | N | | | | N/A | | | | N/A | |
| | |
Calculation of Total Market Capitalization: | | | | | | | | | |
| | | | |
Common shares outstanding at September 30, 2016 multiplied by closing price at September 30, 2016 | | | $ | 5,010,070 | | | | | | | | | | | | | |
| | | | |
Aggregate liquidation value of Series C preferred shares (2) | | | | 134,999 | | | | | | | | | | | | | |
| | | | |
Aggregate liquidation value of Series E preferred shares (2) | | | | 86,250 | | | | | | | | | | | | | |
| | | | |
Aggregate liquidation value of Series F preferred shares (2) | | | | 125,000 | | | | | | | | | | | | | |
| | | | |
Net debt at September 30, 2016 (3) | | | | 2,260,150 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
Total consolidated market capitalization | | | $ | 7,616,469 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) Total monthly dividends declared in the third quarter of 2016 were $0.96 per share.
(2) Excludes accrued unpaid dividends at September 30, 2016.
(3) See pages 32 through 34 for definitions.
16
EPR Properties
Summary of Ratios
(Unaudited)
| | | | | | | | | | | | |
| | 3rd Quarter 2016 | | 2nd Quarter 2016 | | 1st Quarter 2016 | | 4th Quarter 2015 | | 3rd Quarter 2015 | | 2nd Quarter 2015 |
Net debt to total market capitalization | | 30% | | 28% | | 30% | | 34% | | 37% | | 36% |
| | | | | | |
Net debt to gross assets | | 43% | | 42% | | 41% | | 42% | | 43% | | 43% |
| | | | | | |
Net debt/Adjusted EBITDA (1)(2) | | 5.18 | | 5.17 | | 4.81 | | 5.09 | | 5.31 | | 5.54 |
| | | | | | |
Adjusted net debt/Annualized adjusted EBITDA (3)(4) | | 5.08 | | 4.89 | | 4.76 | | n/a | | n/a | | n/a |
| | | | | | |
Interest coverage ratio (5) | | 3.9 | | 4.0 | | 4.0 | | 3.9 | | 3.7 | | 3.5 |
| | | | | | |
Fixed charge coverage ratio (5) | | 3.2 | | 3.2 | | 3.3 | | 3.1 | | 3.0 | | 2.8 |
| | | | | | |
Debt service coverage ratio (5) | | 3.6 | | 3.6 | | 3.7 | | 3.5 | | 3.3 | | 3.0 |
| | | | | | |
FFO payout ratio (6) | | 79% | | 85% | | 82% | | 77% | | 79% | | 81% |
| | | | | | |
FFO as adjusted payout ratio (7) | | 78% | | 82% | | 81% | | 78% | | 78% | | 84% |
| | | | | | |
AFFO payout ratio (8) | | 80% | | 84% | | 83% | | 80% | | 80% | | 88% |
(1) See pages 32 through 34 for definitions.
(2) Adjusted EBITDA is for the quarter times four. See calculation on page 41.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 32 through 34 for definitions.
(4) Annualized adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 41 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. Amounts not calculated for periods prior to 2016. See pages 32 through 34 for definitions.
(5) See page 18 for detailed calculation.
(6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.
(7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share.
(8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
17
EPR Properties
Calculation of Interest, Fixed Charge and Debt Service Coverage Ratios
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Interest Coverage Ratio (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 57,526 | | | $ | 55,135 | | | $ | 54,180 | | | $ | 52,750 | | | $ | 50,195 | | | $ | 48,766 | |
Transaction costs | | | 2,947 | | | | 1,490 | | | | 444 | | | | 700 | | | | 783 | | | | 4,429 | |
Interest expense, gross | | | 27,196 | | | | 25,516 | | | | 25,580 | | | | 25,076 | | | | 25,300 | | | | 25,164 | |
Depreciation and amortization | | | 27,601 | | | | 25,666 | | | | 25,955 | | | | 24,915 | | | | 23,498 | | | | 21,849 | |
Share-based compensation expense to management and trustees | | | 2,778 | | | | 2,739 | | | | 2,765 | | | | 2,290 | | | | 2,161 | | | | 2,085 | |
Costs associated with loan refinancing or payoff | | | 14 | | | | 339 | | | | 552 | | | | 9 | | | | 18 | | | | 243 | |
Interest cost capitalized | | | (2,931) | | | | (2,760) | | | | (2,291) | | | | (4,283) | | | | (4,771) | | | | (5,145) | |
Straight-line rental revenue | | | (4,597) | | | | (3,264) | | | | (3,089) | | | | (3,267) | | | | (2,738) | | | | (3,211) | |
(Gain) loss on sale of real estate | | | (1,615) | | | | (2,270) | | | | — | | | | — | | | | 95 | | | | — | |
Gain on insurance recovery | | | (1,825) | | | | (1,523) | | | | (489) | | | | — | | | | — | | | | — | |
Deferred income tax expense (benefit) | | | (44) | | | | (18) | | | | (602) | | | | (1,366) | | | | 53 | | | | (6,711) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 107,050 | | | $ | 101,050 | | | $ | 103,005 | | | $ | 96,824 | | | $ | 94,594 | | | $ | 87,469 | |
| | | | | | |
Interest expense, net | | $ | 24,265 | | | $ | 22,756 | | | $ | 23,289 | | | $ | 20,792 | | | $ | 20,529 | | | $ | 20,007 | |
Interest income | | | — | | | | — | | | | — | | | | 1 | | | | — | | | | 12 | |
Interest cost capitalized | | | 2,931 | | | | 2,760 | | | | 2,291 | | | | 4,283 | | | | 4,771 | | | | 5,145 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, gross | | $ | 27,196 | | | $ | 25,516 | | | $ | 25,580 | | | $ | 25,076 | | | $ | 25,300 | | | $ | 25,164 | |
| | | | | | |
Interest coverage ratio | | | 3.9 | | | | 4.0 | | | | 4.0 | | | | 3.9 | | | | 3.7 | | | | 3.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Fixed Charge Coverage Ratio (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 107,050 | | | $ | 101,050 | | | $ | 103,005 | | | $ | 96,824 | | | $ | 94,594 | | | $ | 87,469 | |
| | | | | | |
Interest expense, gross | | $ | 27,196 | | | $ | 25,516 | | | $ | 25,580 | | | $ | 25,076 | | | $ | 25,300 | | | $ | 25,164 | |
Preferred share dividends | | | 5,951 | | | | 5,952 | | | | 5,952 | | | | 5,951 | | | | 5,951 | | | | 5,952 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Fixed charges | | $ | 33,147 | | | $ | 31,468 | | | $ | 31,532 | | | $ | 31,027 | | | $ | 31,251 | | | $ | 31,116 | |
| | | | | | |
Fixed charge coverage ratio | | | 3.2 | | | | 3.2 | | | | 3.3 | | | | 3.1 | | | | 3.0 | | | | 2.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Debt Service Coverage Ratio (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 107,050 | | | $ | 101,050 | | | $ | 103,005 | | | $ | 96,824 | | | $ | 94,594 | | | $ | 87,469 | |
| | | | | | |
Interest expense, gross | | $ | 27,196 | | | $ | 25,516 | | | $ | 25,580 | | | $ | 25,076 | | | $ | 25,300 | | | $ | 25,164 | |
Recurring principal payments | | | 2,551 | | | | 2,298 | | | | 2,598 | | | | 2,900 | | | | 3,363 | | | | 3,560 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Debt service | | $ | 29,747 | | | $ | 27,814 | | | $ | 28,178 | | | $ | 27,976 | | | $ | 28,663 | | | $ | 28,724 | |
| | | | | | |
Debt service coverage ratio | | | 3.6 | | | | 3.6 | | | | 3.7 | | | | 3.5 | | | | 3.3 | | | | 3.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement. See Appendix on pages 35 through 41 for reconciliations of certain non-GAAP financial measures.
18
EPR Properties
Summary of Mortgage Notes Receivable
(Unaudited, dollars in thousands)
Summary of Mortgage Notes Receivable
| | | | | | | | | | | | |
| | Operating Segment | | | September 30, 2016 | | | December 31, 2015 | |
Mortgage note and related accrued interest receivable, 9.50%, paid in full January 5, 2016 | | | Education | | | $ | — | | | $ | 19,944 | |
Mortgage note and related accrued interest receivable, 9.75%, paid in full April 22, 2016 | | | Entertainment | | | | — | | | | 22,188 | |
Mortgage note and related accrued interest receivable, 5.50%, due November 1, 2016 | | | Other | | | | 2,511 | | | | 2,500 | |
Mortgage note, 9.00%, due January 31, 2017 | | | Education | | | | 1,345 | | | | 1,257 | |
Mortgage note receivable and related accrued interest receivable, 9.00%, due March 11, 2017 | | | Education | | | | 1,454 | | | | 1,454 | |
Mortgage note receivable, 9.00%, due March 31, 2017 | | | Recreation | | | | 5,500 | | | | — | |
Mortgage notes and related accrued interest receivable, 7.00% to 10.00%, due May 1, 2019 | | | Recreation | | | | 165,647 | | | | 164,543 | |
Mortgage note and related accrued interest receivable, 10.65%, due June 28, 2032 | | | Entertainment | | | | 36,032 | | | | 36,032 | |
Mortgage note and related accrued interest receivable, 9.00%, due December 31, 2032 | | | Education | | | | 5,364 | | | | 5,469 | |
Mortgage notes and related accrued interest receivable, 9.50%, due April 30, 2033 | | | Education | | | | 30,904 | | | | 30,680 | |
Mortgage note and related accrued interest receivable, 10.25%, due June 30, 2033 | | | Education | | | | 3,503 | | | | 3,488 | |
Mortgage note, 11.31%, due July 1, 2033 | | | Recreation | | | | 12,595 | | | | 12,781 | |
Mortgage note and related accrued interest receivable, 8.71%, due June 30, 2034 | | | Education | | | | 7,229 | | | | 4,900 | |
Mortgage note and related accrued interest receivable, 9.50%, due August 31, 2034 | | | Education | | | | 12,452 | | | | 12,392 | |
Mortgage note and related accrued interest receivable, 11.10%, due December 1, 2034 | | | Recreation | | | | 51,250 | | | | 51,450 | |
Mortgage notes, 10.13%, due December 1, 2034 | | | Recreation | | | | 37,562 | | | | 37,562 | |
Mortgage note, 10.40%, due December 1, 2034 | | | Recreation | | | | 4,550 | | | | 4,550 | |
Mortgage note, 8.00%, due January 5, 2036 | | | Recreation | | | | 21,000 | | | | — | |
Mortgage note, 10.25%, due July 1, 2036 | | | Recreation | | | | 17,550 | | | | 9,147 | |
Mortgage note and related accrued interest receivable, 9.75%, due July 31, 2036 | | | Education | | | | 5,955 | | | | — | |
Mortgage note and related accrued interest receivable, 9.75%, due October 1, 2036 | | | Recreation | | | | 16,072 | | | | 3,443 | |
Mortgage note receivable, 9.75%, due December 31, 2036 | | | Education | | | | 2,403 | | | | — | |
| | | | | | | | | | | | |
Total mortgage notes and related accrued interest receivable | | | | | | $ | 440,878 | | | $ | 423,780 | |
| | | | | | | | | | | | |
Payments Due on Mortgage Notes Receivable
| | | | |
| | As of September 30, 2016 | |
Year: | | | | |
2016 | | $ | 4,680 | |
2017 | | | 9,325 | |
2018 | | | 928 | |
2019 | | | 165,774 | |
2020 | | | 1,143 | |
Thereafter | | | 259,028 | |
| | | | |
Total | | $ | 440,878 | |
| | | | |
19
EPR Properties
Capital Spending and Disposition Summaries
(Unaudited, dollars in thousands)
2016 Capital Spending:
| | | | | | | | | | | | | | | | |
Description | | Location | | | Operating Segment | | | Capital Spending Three Months Ended September 30, 2016 | | | Capital Spending Nine Months Ended September 30, 2016 | |
Development and redevelopment of megaplex theatres | | | various | | | | Entertainment | | | $ | 12,997 | | | $ | 31,567 | |
Acquisition of megaplex theatres | | | various | | | | Entertainment | | | | 16,264 | | | | 111,018 | |
Development of other entertainment and retail projects | | | various | | | | Entertainment | | | | 4,657 | | | | 18,655 | |
Acquisition of family entertainment center | | | Marietta, GA | | | | Entertainment | | | | — | | | | 14,988 | |
Investment in mortgage note receivable for entertainment retail center | | | Charlotte, NC | | | | Entertainment | | | | — | | | | 22,000 | |
Investment in mortgage notes receivable for public charter schools | | | various | | | | Education | | | | 6,888 | | | | 11,179 | |
Development of public charter school properties | | | various | | | | Education | | | | 22,101 | | | | 65,454 | |
Development of early childhood education centers | | | various | | | | Education | | | | 30,941 | | | | 86,992 | |
Development of private school properties | | | various | | | | Education | | | | 11,186 | | | | 23,680 | |
Development of Topgolf golf entertainment facilities | | | various | | | | Recreation | | | | 37,735 | | | | 104,527 | |
Investment in mortgage note receivable for ski resort | | | Hunter, NY | | | | Recreation | | | | — | | | | 21,000 | |
Additions to mortgage note receivable for development of excess land at Schlitterbahn waterpark | | | various | | | | Recreation | | | | — | | | | 200 | |
Development of Camelback Mountain Resort | | | Tannersville, PA | | | | Recreation | | | | 1,974 | | | | 3,446 | |
Redevelopment of ski properties | | | various | | | | Recreation | | | | 7,236 | | | | 7,336 | |
Investment in waterpark hotel for casino and resort project | | | Sullivan County, NY | | | | Recreation | | | | 2,012 | | | | 3,508 | |
Investment in casino and resort project | | | Sullivan County, NY | | | | Other | | | | 1,075 | | | | 1,313 | |
| | | | | | | | | | | | | | | | |
Total investment spending | | | | | | | | | | $ | 155,066 | | | $ | 526,863 | |
Infrastructure spending for casino and resort project (1) | | | Sullivan County, NY | | | | Other | | | | 12 | | | | 17,111 | |
Other capital acquisitions, net | | | various | | | | n/a | | | | 511 | | | | 3,127 | |
| | | | | | | | | | | | | | | | |
Total capital spending | | | | | | | | | | $ | 155,589 | | | $ | 547,101 | |
| | | | | | | | | | | | | | | | |
2016 Dispositions and Mortgage Note Payoffs: | | | | | | | | | | | | | | | | |
| | | | |
Description | | Location | | | Date of Disposition or Payoff | | | Net Proceeds | | | | |
Land easement sale | | | D’Iberville, MS | | | | January 2016 | | | $ | 397 | | | | | |
Mortgage note payoff of public charter school property | | | Washington D.C. | | | | January 2016 | | | | 19,320 | | | | | |
Sale of excess land | | | Sullivan County, NY | | | | February 2016 | | | | 1,523 | | | | | |
Sale of public charter school property | | | Highlands Ranch, CO | | | | April 2016 | | | | 11,209 | | | | | |
Sale of public charter school property | | | Marietta, GA | | | | April 2016 | | | | 4,050 | | | | | |
Mortgage note payoff of entertainment retail center | | | Charlotte, NC | | | | April 2016 | | | | 44,000 | | | | | |
Sale of public charter school property | | | Loveland, CO | | | | August 2016 | | | | 5,433 | | | | | |
Sale of land | | | Mesquite, TX | | | | September 2016 | | | | 2,089 | | | | | |
(1) In June 2016, the Sullivan County Infrastructure Local Development Corporation issued $110.0 million of Series 2016 Revenue Bonds which will fund construction costs for infrastructure improvements related to the Adelaar Resort. The Company received an initial reimbursement of $43.4 million of construction costs and expects to receive an additional $44.9 million of reimbursements over the balance of the construction period. Construction of infrastructure improvements is expected to be completed in 2017.
20
EPR Properties
Property Under Development - Investment Spending Estimates at September 30, 2016 (1)
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2016 | | | Owned Build-to-Suit Spending Estimates | | | | | | | |
| | Property Under Development | | | # of Projects | | | 4th Quarter 2016 | | | 1st Quarter 2017 | | | 2nd Quarter 2017 | | | 3rd Quarter 2017 | | | Thereafter | | | Total Expected Cost (2) | | | % Leased | |
| | | | | | | | | | | | |
Entertainment | | $ | 33,252 | | | | 10 | | | $ | 23,991 | | | $ | 12,708 | | | $ | 8,385 | | | $ | 3,500 | | | $ | 6,860 | | | $ | 88,696 | | | | 100% | |
Education | | | 98,758 | | | | 17 | | | | 28,676 | | | | 33,150 | | | | 23,200 | | | | 19,700 | | | | 24,240 | | | | 227,724 | | | | 100% | |
Recreation (3) | | | 101,694 | | | | 7 | | | | 22,372 | | | | 15,924 | | | | 36,472 | | | | 30,472 | | | | 81,078 | | | | 288,012 | | | | 100% | |
| | | | | | | | | | | | | | | | | | | | |
Total Build-to-Suit | | | 233,704 | | | | 34 | | | $ | 75,039 | | | $ | 61,782 | | | $ | 68,057 | | | $ | 53,672 | | | $ | 112,178 | | | $ | 604,432 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Non Build-to-Suit Development | | | 23,621 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adelaar | | | 5,701 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Property Under Development | | $ | 263,026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | September 30, 2016 | | | Owned Build-to-Suit In-Service Estimates | | | | | | | |
| | | | | # of Projects | | | 4th Quarter 2016 | | | 1st Quarter 2017 | | | 2nd Quarter 2017 | | | 3rd Quarter 2017 | | | Thereafter | | | Total In- Service (2) | | | Actual In-Service 3rd Quarter 2016 | |
| | | | | | | | | | | | | | | | |
Entertainment | | | | | | | 10 | | | $ | 7,407 | | | $ | 4,573 | | | $ | 35,011 | | | $ | — | | | $ | 41,705 | | | $ | 88,696 | | | $ | 3,263 | |
Education | | | | | | | 17 | | | | 27,890 | | | | 15,893 | | | | 77,684 | | | | — | | | | 106,257 | | | | 227,724 | | | | 121,297 | |
Recreation | | | | | | | 7 | | | | 31,988 | | | | 23,800 | | | | 22,362 | | | | 27,500 | | | | 182,362 | | | | 288,012 | | | | 48,946 | |
| | | | | | | | | | | | | | | | |
Total Build-to-Suit | | | | | | | 34 | | | $ | 67,285 | | | $ | 44,266 | | | $ | 135,057 | | | $ | 27,500 | | | $ | 330,324 | | | $ | 604,432 | | | $ | 173,506 | |
| | | | | | | | | | | | | | | | |
| | | | |
| | September 30, 2016 | | | Mortgage Build-to-Suit Spending Estimates | | | | | | | |
| | Mortgage Notes Receivable | | | # of Projects | | | 4th Quarter 2016 | | | 1st Quarter 2017 | | | 2nd Quarter 2017 | | | 3rd Quarter 2017 | | | Thereafter | | | Total Expected Cost (2) | | | | |
| | | | | | | | | | | | | | | | |
Entertainment | | $ | — | | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | |
Education | | | 15,587 | | | | 3 | | | | 2,994 | | | | 2,600 | | | | 2,500 | | | | 800 | | | | 329 | | | | 24,810 | | | | | |
Recreation | | | 16,072 | | | | 1 | | | | 2,400 | | | | — | | | | — | | | | — | | | | — | | | | 18,472 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Build-to-Suit Mortgage Notes | | | 31,659 | | | | 4 | | | $ | 5,394 | | | $ | 2,600 | | | $ | 2,500 | | | $ | 800 | | | $ | 329 | | | $ | 43,282 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Non Build-to-Suit Mortgage Notes | | | 409,219 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Mortgage Notes Receivable | | $ | 440,878 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) This schedule includes only those properties for which the Company has closed on a contract (lease or mortgage) and commenced construction as of September 30, 2016.
(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) Recreation includes costs related to waterpark hotel at Adelaar.
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.
21
EPR Properties
Financial Information by Segment
For the Three Months Ended September 30, 2016
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | Other | | | Subtotal | | | Corporate/ Unallocated | | | Consolidated | |
| | | | |
Rental revenue | | $ | 64,134 | | | $ | 19,900 | | | $ | 15,958 | | | $ | 2,290 | | | $ | 102,282 | | | $ | — | | | $ | 102,282 | |
Tenant reimbursements | | | 3,816 | | | | 5 | | | | — | | | | — | | | | 3,821 | | | | — | | | | 3,821 | |
Other income | | | 8 | | | | — | | | | 1,825 | | | | — | | | | 1,833 | | | | 643 | | | | 2,476 | |
Mortgage and other financing income | | | 1,294 | | | | 7,319 | | | | 8,384 | | | | 34 | | | | 17,031 | | | | — | | | | 17,031 | |
| | | | |
| | | | | | | |
Total revenue | | | 69,252 | | | | 27,224 | | | | 26,167 | | | | 2,324 | | | | 124,967 | | | | 643 | | | | 125,610 | |
| | | | |
Property operating expense | | | 5,228 | | | | — | | | | — | | | | 233 | | | | 5,461 | | | | 165 | | | | 5,626 | |
| | | | |
Total investment expenses | | | 5,228 | | | | — | | | | — | | | | 233 | | | | 5,461 | | | | 165 | | | | 5,626 | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,091 | | | | 9,091 | |
Less: gain on insurance recovery (1) | | | — | | | | — | | | | 1,825 | | | | — | | | | 1,825 | | | | — | | | | 1,825 | |
| | | | |
| | | | | | | |
Adjusted EBITDA (2) | | $ | 64,024 | | | $ | 27,224 | | | $ | 24,342 | | | $ | 2,091 | | | $ | 117,681 | | | $ | (8,613) | | | $ | 109,068 | |
| | | | |
| | | 54 | % | | | 23 | % | | | 21 | % | | | 2 | % | | | 100 | % | | | | | | | | |
| | | | |
Reconciliation to Consolidated Statements of Income: | | | | | | | | | | | | | | | | | |
Costs associated with loan refinancing or payoff | | | | | | | | | | | | (14) | | | | (14) | |
Interest expense, net | | | | | | | | | | | | (24,265) | | | | (24,265) | |
Transaction costs | | | | | | | | | | | | (2,947) | | | | (2,947) | |
Depreciation and amortization | | | | | | | | | | | | (27,601) | | | | (27,601) | |
Equity in income from joint ventures | | | | | | | | | | | | 203 | | | | 203 | |
Gain on sale of real estate | | | | | | | | | | | | 1,615 | | | | 1,615 | |
Income tax expense | | | | | | | | | | | | (358) | | | | (358) | |
Gain on insurance recovery (1) | | | | | | | | | | | | 1,825 | | | | 1,825 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to EPR Properties | | | | | | | | | | | | | | | | 57,526 | |
Preferred dividend requirements | | | | | | | | | | | | | | | | | | | | | | | (5,951) | | | | (5,951) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders of EPR Properties | | | $ | 51,575 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) Included in other income. See reconciliation on page 41.
(2) See pages 32 through 34 for definitions.
22
EPR Properties
Financial Information by Segment
For the Nine Months Ended September 30, 2016
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | Other | | | Subtotal | | | Corporate/ Unallocated | | | Consolidated | |
| | | | |
Rental revenue | | $ | 185,530 | | | $ | 54,797 | | | $ | 45,443 | | | $ | 6,345 | | | $ | 292,115 | | | $ | — | | | $ | 292,115 | |
Tenant reimbursements | | | 11,570 | | | | 7 | | | | — | | | | — | | | | 11,577 | | | | — | | | | 11,577 | |
Other income | | | 222 | | | | — | | | | 3,635 | | | | — | | | | 3,857 | | | | 1,955 | | | | 5,812 | |
Mortgage and other financing income | | | 4,927 | | | | 25,228 | | | | 22,650 | | | | 102 | | | | 52,907 | | | | — | | | | 52,907 | |
| | | | |
Total revenue | | | 202,249 | | | | 80,032 | | | | 71,728 | | | | 6,447 | | | | 360,456 | | | | 1,955 | | | | 362,411 | |
| | | | |
| | | | | | | |
Property operating expense | | | 15,815 | | | | — | | | | 8 | | | | 419 | | | | 16,242 | | | | 445 | | | | 16,687 | |
Other expense | | | — | | | | — | | | | — | | | | 5 | | | | 5 | | | | — | | | | 5 | |
| | | | |
Total investment expenses | | | 15,815 | | | | — | | | | 8 | | | | 424 | | | | 16,247 | | | | 445 | | | | 16,692 | |
| | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27,309 | | | | 27,309 | |
Less: gain on insurance recovery (1) | | | 202 | | | | — | | | | 3,635 | | | | — | | | | 3,837 | | | | — | | | | 3,837 | |
| | | | |
| | | | | | | |
Adjusted EBITDA (2) | | $ | 186,232 | | | $ | 80,032 | | | $ | 68,085 | | | $ | 6,023 | | | $ | 340,372 | | | $ | (25,799) | | | $ | 314,573 | |
| | | | |
| | | 55 | % | | | 23 | % | | | 20 | % | | | 2 | % | | | 100 | % | | | | | | | | |
|
Reconciliation to Consolidated Statements of Income: | |
Costs associated with loan refinancing or payoff | | | | (905) | | | | (905) | |
Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | (70,310) | | | | (70,310) | |
Transaction costs | | | | | | | | | | | | | | | | | | | | | | | (4,881) | | | | (4,881) | |
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | (79,222) | | | | (79,222) | |
Equity in income from joint ventures | | | | | | | | | | | | | | | | | | | | | | | 501 | | | | 501 | |
Gain on sale of real estate | | | | | | | | | | | | | | | | | | | | | | | 3,885 | | | | 3,885 | |
Income tax expense | | | | | | | | | | | | | | | | | | | | | | | (637) | | | | (637) | |
Gain on insurance recovery (1) | | | | | | | | | | | | | | | | | | | | | | | 3,837 | | | | 3,837 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to EPR Properties | | | | 166,841 | |
Preferred dividend requirements | | | | | | | | | | | | | | | | | | | | | | | (17,855) | | | | (17,855) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders of EPR Properties | | | $ | 148,986 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) Included in other income. See reconciliation on page 41.
(2) See pages 32 through 34 for definitions.
23
EPR Properties
Financial Information by Segment
For the Three Months Ended September 30, 2015
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | Other | | | Subtotal | | | Corporate/ Unallocated | | | Consolidated | |
| | | | |
Rental revenue | | $ | 59,637 | | | $ | 13,990 | | | $ | 12,079 | | | $ | — | | | $ | 85,706 | | | $ | — | | | $ | 85,706 | |
Tenant reimbursements | | | 3,718 | | | | — | | | | — | | | | — | | | | 3,718 | | | | — | | | | 3,718 | |
Other income | | | 1 | | | | — | | | | — | | | | 55 | | | | 56 | | | | 662 | | | | 718 | |
Mortgage and other financing income | | | 1,782 | | | | 7,479 | | | | 8,835 | | | | 97 | | | | 18,193 | | | | — | | | | 18,193 | |
| | | | |
Total revenue | | | 65,138 | | | | 21,469 | | | | 20,914 | | | | 152 | | | | 107,673 | | | | 662 | | | | 108,335 | |
| | | | |
Property operating expense | | | 5,413 | | | | — | | | | — | | | | 83 | | | | 5,496 | | | | — | | | | 5,496 | |
Other expense | | | — | | | | — | | | | — | | | | 221 | | | | 221 | | | | — | | | | 221 | |
| | | | |
Total investment expenses | | | 5,413 | | | | — | | | | — | | | | 304 | | | | 5,717 | | | | — | | | | 5,717 | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,482 | | | | 7,482 | |
| | | | |
Adjusted EBITDA - continuing operations (1) | | $ | 59,725 | | | $ | 21,469 | | | $ | 20,914 | | | $ | (152) | | | $ | 101,956 | | | $ | (6,820) | | | $ | 95,136 | |
| | | | |
Adjusted EBITDA - discontinued operations (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 170 | | | | 170 | |
| | | | |
Adjusted EBITDA (1) | | $ | 59,725 | | | $ | 21,469 | | | $ | 20,914 | | | $ | (152) | | | $ | 101,956 | | | $ | (6,650) | | | $ | 95,306 | |
| | | | |
| | | 58 | % | | | 21 | % | | | 21 | % | | | — | % | | | 100 | % | | | | | | | | |
Reconciliation to Consolidated Statements of Income: | | | | | |
Costs associated with loan refinancing or payoff | | | | (18) | | | | (18) | |
Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | (20,529) | | | | (20,529) | |
Transaction costs | | | | (783) | | | | (783) | |
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | (23,498) | | | | (23,498) | |
Equity in income from joint ventures | | | | 339 | | | | 339 | |
Loss on sale of real estate | | | | | | | | | | | | | | | | | | | | | | | (95) | | | | (95) | |
Income tax expense (2) | | | | | | | | | | | | | | | | | | | | | | | (527) | | | | (527) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to EPR Properties | | | | 50,195 | |
Preferred dividend requirements | | | | (5,951) | | | | (5,951) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders of EPR Properties | | | $ | 44,244 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions.
(2) Includes discontinued operations.
24
EPR Properties
Financial Information by Segment
For the Nine Months Ended September 30, 2015
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | Other | | | Subtotal | | | Corporate/ Unallocated | | | Consolidated | |
| | | | |
Rental revenue | | $ | 179,407 | | | $ | 34,887 | | | $ | 26,012 | | | $ | — | | | $ | 240,306 | | | $ | — | | | $ | 240,306 | |
Tenant reimbursements | | | 12,009 | | | | — | | | | — | | | | (23) | | | | 11,986 | | | | — | | | | 11,986 | |
Other income (loss) | | | 504 | | | | — | | | | — | | | | 118 | | | | 622 | | | | 1,794 | | | | 2,416 | |
Mortgage and other financing income | | | 5,346 | | | | 23,056 | | | | 25,629 | | | | 290 | | | | 54,321 | | | | — | | | | 54,321 | |
| | | | |
Total revenue | | | 197,266 | | | | 57,943 | | | | 51,641 | | | | 385 | | | | 307,235 | | | | 1,794 | | | | 309,029 | |
| | | | |
Property operating expense | | | 17,399 | | | | — | | | | — | | | | 224 | | | | 17,623 | | | | — | | | | 17,623 | |
Other expense | | | — | | | | — | | | | — | | | | 533 | | | | 533 | | | | — | | | | 533 | |
| | | | |
Total investment expenses | | | 17,399 | | | | — | | | | — | | | | 757 | | | | 18,156 | | | | — | | | | 18,156 | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | 22,920 | | | | 22,920 | |
| | | | |
Adjusted EBITDA - continuing operations (1) | | $ | 179,867 | | | $ | 57,943 | | | $ | 51,641 | | | $ | (372) | | | $ | 289,079 | | | $ | (21,126) | | | $ | 267,953 | |
| | | | |
Adjusted EBITDA - discontinued operations (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 228 | | | | 228 | |
| | | | |
Adjusted EBITDA (1) | | $ | 179,867 | | | $ | 57,943 | | | $ | 51,641 | | | $ | (372) | | | $ | 289,079 | | | $ | (20,898) | | | $ | 268,181 | |
| | | | |
| | | 62 | % | | | 20 | % | | | 18 | % | | | — | % | | | 100 | % | | | | | | | | |
Reconciliation to Consolidated Statements of Income: | | | | | | | | | | | | | | | | | |
Costs associated with loan refinancing or payoff | | | | (261) | | | | (261) | |
Interest expense, net | | | | (59,123) | | | | (59,123) | |
Transaction costs | | | | (6,818) | | | | (6,818) | |
Retirement severance expense | | | | (18,578) | | | | (18,578) | |
Depreciation and amortization | | | | (64,702) | | | | (64,702) | |
Equity in income from joint ventures | | | | 701 | | | | 701 | |
Gain on sale of real estate | | | | 23,829 | | | | 23,829 | |
Income tax expense (2) | | | | (1,447) | | | | (1,447) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to EPR Properties | | | | 141,782 | |
Preferred dividend requirements | | | | (17,855) | | | | (17,855) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders of EPR Properties | | | $ | 123,927 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions.
(2) Includes discontinued operations.
25
EPR Properties
Total Investment by Segment
As of September 30, 2016 and December 31, 2015
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | As of September 30, 2016 | |
| | | | |
| | Entertainment | | | Education | | | Recreation | | | Other | | | Consolidated | |
| | | | |
Rental properties, net of accumulated depreciation | | $ | 1,945,634 | | | $ | 774,395 | | | $ | 615,898 | | | $ | 155,071 | | | $ | 3,490,998 | |
Add back accumulated depreciation on rental properties | | | 537,687 | | | | 36,964 | | | | 34,452 | | | | — | | | | 609,103 | |
Land held for development | | | 4,457 | | | | 1,258 | | | | — | | | | 16,815 | | | | 22,530 | |
Property under development | | | 54,345 | | | | 99,482 | | | | 103,498 | | | | 5,701 | | | | 263,026 | |
Mortgage notes and related accrued interest receivable, net | | | 36,032 | | | | 70,609 | | | | 331,726 | | | | 2,511 | | | | 440,878 | |
Investment in a direct financing lease, net | | | — | | | | 189,152 | | | | — | | | | — | | | | 189,152 | |
Investment in joint ventures | | | 6,159 | | | | — | | | | — | | | | — | | | | 6,159 | |
Intangible assets, gross (1) | | | 28,825 | | | | 190 | | | | — | | | | — | | | | 29,015 | |
Notes receivable and related accrued interest receivable, net (1) | | | 1,976 | | | | 3,471 | | | | — | | | | — | | | | 5,447 | |
| | | | |
Total investments (2) | | $ | 2,615,115 | | | $ | 1,175,521 | | | $ | 1,085,574 | | | $ | 180,098 | | | $ | 5,056,308 | |
| | | | |
% of total investments | | | 52% | | | | 23% | | | | 21% | | | | 4% | | | | 100% | |
| |
| | As of December 31, 2015 | |
| | | | |
| | Entertainment | | | Education | | | Recreation | | | Other | | | Consolidated | |
| | | | |
Rental properties, net of accumulated depreciation | | $ | 1,849,604 | | | $ | 597,795 | | | $ | 577,800 | | | $ | — | | | $ | 3,025,199 | |
Add back accumulated depreciation on rental properties | | | 487,823 | | | | 23,879 | | | | 22,601 | | | | — | | | | 534,303 | |
Land held for development | | | 4,457 | | | | 1,258 | | | | — | | | | 17,895 | | | | 23,610 | |
Property under development | | | 23,625 | | | | 112,794 | | | | 59,453 | | | | 183,048 | | | | 378,920 | |
Mortgage notes and related accrued interest receivable, net | | | 58,220 | | | | 79,584 | | | | 283,476 | | | | 2,500 | | | | 423,780 | |
Investment in a direct financing lease, net | | | — | | | | 190,880 | | | | — | | | | — | | | | 190,880 | |
Investment in joint ventures | | | 6,168 | | | | — | | | | — | | | | — | | | | 6,168 | |
Intangible assets, gross (1) | | | 20,715 | | | | — | | | | — | | | | — | | | | 20,715 | |
Notes receivable and related accrued interest receivable, net (1) | | | 2,228 | | | | — | | | | — | | | | — | | | | 2,228 | |
| | | | |
Total investments (2) | | $ | 2,452,840 | | | $ | 1,006,190 | | | $ | 943,330 | | | $ | 203,443 | | | $ | 4,605,803 | |
| | | | |
% of total investments | | | 53% | | | | 22% | | | | 21% | | | | 4% | | | | 100% | |
(1) Included in other assets in the consolidated balance sheets as of September 30, 2016 in the Company’s Quarterly Report on Form 10-Q and December 31, 2015 in the Company’s Annual Report on Form 10-K. Reconciliation is as follows: | |
| | | | | | | | | | | | | | | | |
| | 9/30/2016 | | | 12/31/2015 | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Intangible assets, gross | | $ | 29,015 | | | $ | 20,715 | | | | | | | | | | | | | |
Less: accumulated amortization on intangible assets | | | (13,762) | | | | (12,079) | | | | | | | | | | | | | |
Notes receivable and related accrued interest receivable, net | | | 5,447 | | | | 2,228 | | | | | | | | | | | | | |
Prepaid expenses and other current assets | | | 78,536 | | | | 83,887 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total other assets | | $ | 99,236 | | | $ | 94,751 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
(2) See pages 32 through 34 for definitions. | |
26
EPR Properties
Lease Expirations
As of September 30, 2016
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Megaplex Theatres | | | Education Portfolio | | | Recreation Portfolio | |
| | | | | | | | | |
Year | | Total Number of Properties | | | | | Rental Revenue for the Trailing Twelve Months Ended September 30, 2016 (1) | | | % of Total Revenue | | | Total Number of Properties | | | | Financing Income/ Rental Revenue for the Trailing Twelve Months Ended September 30, 2016 | | | % of Total Revenue | | | Total Number of Properties | | Rental Revenue for the Trailing Twelve Months Ended September 30, 2016 | | | % of Total Revenue | |
2016 | | 1 | | | | | | $ | 3,351 | | | | 1% | | | — | | | | $ | — | | | | —% | | | — | | $ | — | | | | —% | |
2017 | | 3 | | | | | | | 6,740 | | | | 2% | | | 1 | | | | | 1,804 | | | | —% | | | — | | | — | | | | —% | |
2018 | | 16 | | | | | | | 26,430 | | | | 6% | | | 1 | | | | | 95 | | | | —% | | | — | | | — | | | | —% | |
2019 | | 4 | | | | | | | 10,769 | | | | 2% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2020 | | 6 | | | | | | | 9,934 | | | | 2% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2021 | | 9 | | | | | | | 13,575 | | | | 3% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2022 | | 12 | | | | | | | 22,303 | | | | 5% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2023 | | 6 | | | | | | | 11,106 | | | | 2% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2024 | | 14 | | | | | | | 27,518 | | | | 6% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2025 | | 8 | | | | | | | 15,408 | | | | 3% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2026 | | 7 | | | | | | | 11,647 | | | | 3% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2027 | | 13 | | | (2) | | | | 15,043 | | | | 3% | | | — | | | | | — | | | | —% | | | 1 | | | 2,896 | | | | 1% | |
2028 | | 4 | | | | | | | 6,138 | | | | 1% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2029 | | 17 | | | (3) | | | | 19,016 | | | | 4% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2030 | | 3 | | | | | | | 5,134 | | | | 1% | | | — | | | | | — | | | | —% | | | — | | | — | | | | —% | |
2031 | | 10 | | | (4) | | | | 9,344 | | | | 2% | | | 11 | | (5) | | | 6,325 | | | | 1% | | | — | | | — | | | | —% | |
2032 | | 3 | | | | | | | 2,097 | | | | —% | | | 12 | | (6) | | | 16,750 | | | | 4% | | | 3 | | | 4,415 | | | | 1% | |
2033 | | 6 | | | | | | | 4,297 | | | | 1% | | | 16 | | (7) | | | 17,255 | | | | 4% | | | 1 | | | 1,676 | | | | —% | |
2034 | | 2 | | | | | | | 1,977 | | | | —% | | | 15 | | | | | 24,281 | | | | 5% | | | 6 | | | 14,362 | | | | 3% | |
2035 | | 2 | | | | | | | 1,797 | | | | —% | | | 24 | | (8) | | | 20,998 | | | | 5% | | | 11 | | | 39,493 | | | | 8% | |
Thereafter | | 1 | | | | | | | 389 | | | | — | | | 13 | | | | | 5,227 | | | | 1% | | | 2 | | | 455 | | | | —% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 147 | | | | | | $ | 224,013 | | | | 47% | | | 93 | | | | $ | 92,735 | | | | 20% | | | 24 | | $ | 63,297 | | | | 13% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 80% of total revenue for the trailing twelve months ended September 30, 2016. 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) | Fifteen of these theatre properties are leased under a master lease. |
(4) | Four of these theatre properties are leased under a master lease as well as five of these theatre properties are leased under a separate master lease. |
(5) | Four of these education properties are leased under a master lease to Imagine. |
(6) | Four of these education properties are leased under a master lease to Imagine. |
(7) | Nine of these education properties are leased under a master lease to Imagine. |
(8) | Three of these education properties are leased under a master lease to Imagine. |
27
EPR Properties
Top Ten Customers by Revenue from Continuing Operations
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | |
| | Customers | | Asset Type | | | Total Revenue For The Three Months Ended September 30, 2016 | | | Percentage of Total Revenue | | Total Revenue For The Nine Months Ended September 30, 2016 | | | Percentage of Total Revenue |
| | | | | | |
1. | | AMC Theatres | | | Entertainment | | | $ | 21,734 | | | 17% | | $ | 65,297 | | | 18% |
| | | | | | |
2. | | Regal Entertainment Group | | | Entertainment | | | | 11,076 | | | 9% | | | 32,190 | | | 9% |
| | | | | | |
3. | | Topgolf | | | Recreation | | | | 10,819 | | | 8% | | | 29,564 | | | 8% |
| | | | | | |
4. | | Cinemark | | | Entertainment | | | | 8,622 | | | 7% | | | 25,595 | | | 7% |
| | | | | | |
5. | | Carmike Cinemas | | | Entertainment | | | | 7,081 | | | 5% | | | 16,942 | | | 5% |
| | | | | | |
6. | | Imagine Schools | | | Education | | | | 5,742 | | | 5% | | | 17,213 | | | 5% |
| | | | | | |
7. | | Camelback Resort | | | Recreation | | | | 4,769 | | | 4% | | | 14,182 | | | 4% |
| | | | | | |
8. | | Schlitterbahn | | | Recreation | | | | 4,263 | | | 3% | | | 10,984 | | | 3% |
| | | | | | |
9. | | Children’s Learning Adventure | | | Education | | | | 3,412 | | | 3% | | | 8,641 | | | 2% |
| | | | | | |
10. | | Southern Theatres | | | Entertainment | | | | 3,394 | | | 3% | | | 9,914 | | | 3% |
| | | | | | | | | | | | | | | | | | |
| | | | | | |
| | Total | | | | | | $ | 80,912 | | | 64% | | $ | 230,522 | | | 64% |
| | | | | | | | | | | | | | | | | | |
28
EPR Properties
Net Asset Value (NAV) Components
As of September 30, 2016
(Unaudited, dollars and shares in thousands)
Annualized Cash Net Operating Income (NOI) Run Rate (for NAV calculations) (1)
| | | | | | | | | | | | | | | | |
| | Owned | | | Financed | | | Total | | | | |
Megaplex | | $ | 203,420 | | | $ | 1,096 | | | $ | 204,516 | | | | | |
ERC’s/Retail | | | 44,468 | | | | — | | | | 44,468 | | | | | |
Other Entertainment | | | 4,372 | | | | 3,812 | | | | 8,184 | | | | | |
| | | | | | | | | | | | | | | | |
Entertainment | | | 252,260 | | | | 4,908 | | | | 257,168 | | | | | |
| | | | |
Public Charter Schools | | | 39,416 | | | | 26,160 | | | | 65,576 | | | | | |
Early Childhood Education | | | 14,876 | | | | — | | | | 14,876 | | | | | |
Private Schools | | | 19,092 | | | | — | | | | 19,092 | | | | | |
| | | | | | | | | | | | | | | | |
Education | | | 73,384 | | | | 26,160 | | | | 99,544 | | | | | |
| | | | |
Ski Areas | | | 9,556 | | | | 11,988 | | | | 21,544 | | | | | |
Waterparks | | | 15,540 | | | | 14,380 | | | | 29,920 | | | | | |
Golf Entertainment Complexes | | | 38,104 | | | | 4,956 | | | | 43,060 | | | | | |
| | | | | | | | | | | | | | | | |
Recreation | | | 63,200 | | | | 31,324 | | | | 94,524 | | | | | |
| | | | |
| | | | | | | | | | | | | | | | |
Annualized cash NOI run rate | | $ | 388,844 | | | $ | 62,392 | | | $ | 451,236 | | | | | |
| | | | | | | | | | | | | | | | |
|
Other NAV Components | |
Assets | | | Liabilities | |
Property under development | | $ | 263,026 | | | | Long-term debt (2) | | | $ | 2,267,461 | |
Land held for development | | | 22,530 | | | | Series E liquidation value | | | | 86,250 | |
Adelaar land in-service | | | 155,071 | | | | Series F liquidation value | | | | 125,000 | |
Investment in joint ventures | | | 6,159 | | | | Accounts payable and accrued liabilties | | | | 101,019 | |
Cash and cash equivalents | | | 7,311 | | | | Preferred dividends payable | | | | 5,951 | |
Restricted cash | | | 20,463 | | | | Unearned rents and interest (4) | | | | 23,061 | |
Accounts receivable, net (3) | | | 19,433 | | | | | | | | | |
Prepaid expenses and other current assets (5) | | | 68,033 | | | | | | | | | |
| | | | | | | | | | | | | |
Shares | | | | | | | | | | |
| | | | | | | | | | | | | |
Common shares outstanding | | | 63,628 | | | | | | | | | | | | | |
Effect of dilutive securities - share options | | | 97 | | | | | | | | | | | | | |
Effect of dilutive Series C preferred shares | | | 2,036 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted shares outstanding | | | 65,761 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions and see Appendix on pages 35 through 41 for reconciliations of certain non-GAAP financial measures. NOI amounts above are based on the three months ended September 30, 2016.
(2) Excludes deferred financing costs, net of $18.9 million.
(3) Excludes straight-line receivable of $61.8 million.
(4) Excludes deferred rent liabilities related to portions of rental properties funded by tenants of $18.0 million and cash paid by tenants during construction of $14.5 million.
(5) Excludes deferred tax assets of $12.1 million and deferred financing costs, net of $3.8 million.
29
EPR Properties
Annualized GAAP Net Operating Income
As of September 30, 2016
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | |
Annualized GAAP Net Operating Income (NOI) Run Rate (1) | |
| | Owned | | | Financed | | | Total | | | | |
Megaplex | | $ | 204,672 | | | $ | 1,096 | | | $ | 205,768 | | | | | |
ERC’s/Retail | | | 42,504 | | | | — | | | | 42,504 | | | | | |
Other Entertainment | | | 4,416 | | | | 3,812 | | | | 8,228 | | | | | |
| | | | | | | | | | | | | | | | |
Entertainment | | | 251,592 | | | | 4,908 | | | | 256,500 | | | | | |
| | | | |
Public Charter Schools | | | 48,188 | | | | 30,008 | | | | 78,196 | | | | | |
Early Childhood Education | | | 16,848 | | | | — | | | | 16,848 | | | | | |
Private Schools | | | 20,968 | | | | — | | | | 20,968 | | | | | |
| | | | | | | | | | | | | | | | |
Education | | | 86,004 | | | | 30,008 | | | | 116,012 | | | | | |
| | | | |
Ski Areas | | | 9,828 | | | | 11,988 | | | | 21,816 | | | | | |
Waterparks | | | 15,540 | | | | 14,380 | | | | 29,920 | | | | | |
Golf Entertainment Complexes | | | 38,896 | | | | 4,956 | | | | 43,852 | | | | | |
| | | | | | | | | | | | | | | | |
Recreation | | | 64,264 | | | | 31,324 | | | | 95,588 | | | | | |
| | | | | | | | | | | | | | | | |
Annualized GAAP NOI run rate | | $ | 401,860 | | | $ | 66,240 | | | $ | 468,100 | | | | | |
| | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions and see Appendix on pages 35 through 41 for reconciliations of certain non-GAAP financial measures. NOI amounts above are based on the three months ended September 30, 2016.
30
EPR Properties
Guidance
(Dollars in millions except for per share information)
| | | | | | | | | | | | | | | | | | | | |
Measure | | | | 2016 Guidance | | 2017 Guidance |
| | YTD Actuals | | Current | | Prior | | Current |
Investment spending | | $526.9 | | $650.0 | | to | | $700.0 | | $650.0 | | to | | $700.0 | | $1,300.0 | | to | | $1,350.0 |
Disposition proceeds and mortgage note payoff | | $88.0 | | $215.0 | | to | | $290.0 | | $77.3 | | to | | $175.0 | | $150.0 | | to | | $200.0 |
| | | | |
Prepayment fee - public charter schools (1) | | $3.6 | | $3.6 | | $3.6 | | $— |
Termination fee - public charter schools (2) | | $2.8 | | $4.4 | | $3.8 | | to | | $4.8 | | $11.0 | | to | | $14.0 |
Percentage rent | | $2.7 | | $4.0 | | to | | $4.4 | | $3.7 | | to | | $4.1 | | $4.2 | | to | | $4.7 |
Participating interest income | | $0.9 | | $0.9 | | $1.2 | | to | | $1.6 | | $0.5 | | to | | $1.0 |
General and administrative expense | | $27.3 | | $36.5 | | to | | $37.5 | | $36.5 | | to | | $37.5 | | $40.5 | | to | | $42.5 |
| | | | | | | | | | |
FFO per diluted share | | $3.52 | | $4.68 | | to | | $4.75 | | $4.62 | | to | | $4.70 | | $4.70 | | to | | $4.81 |
FFO as adjusted per diluted share | | $3.56 | | $4.75 | | to | | $4.82 | | $4.72 | | to | | $4.82 | | $5.05 | | to | | $5.20 |
| | | | |
Reconciliation from Net income available to common shareholders of EPR Properties (per diluted share): | | YTD Actuals | | 2016 Current Guidance | | | | 2017 Current Guidance |
| | | | | | | | | | |
Net income available to common shareholders of EPR Properties | | $2.35 | | $3.12 | | to | | $3.23 | | | | | | | | $3.42 | | to | | $3.57 |
Gain on sale of real estate (excluding land sales) (2) | | (0.04) | | (0.08) | | to | | (0.12) | | | | | | | | (0.42) | | to | | (0.46) |
Real estate depreciation and amortization | | 1.23 | | 1.67 | | | | | | | | 1.75 |
Allocated share of joint venture depreciation | | — | | — | | | | | | | | — |
Impact of Series C and Series E Dilution, if applicable | | (0.02) | | (0.03) | | | | | | | | (0.05) |
| | | | | | | | | | | | |
FFO available to common shareholders of EPR Properties | | $3.52 | | $4.68 | | to | | $4.75 | | | | | | | | $4.70 | | to | | $4.81 |
| | | | | | | | | | | | | | | | | | | | |
Costs associated with loan refinancing or payoff | | 0.01 | | 0.01 | | | | | | | | — |
Gain on insurance recovery (3) | | (0.06) | | (0.06) | | | | | | | | — |
Transaction costs | | 0.08 | | 0.10 | | | | | | | | 0.17 |
Gain on sale of land | | (0.02) | | (0.04) | | | | | | | | — |
Termination fee - public charter schools (2) | | 0.04 | | 0.07 | | | | | | | | 0.16 | | to | | 0.20 |
Deferred income tax expense | | (0.01) | | (0.01) | | | | | | | | 0.02 |
| | | | | | | | | | | | |
FFO as adjusted available to common shareholders of EPR Properties | | $3.56 | | $4.75 | | to | | $4.82 | | | | | | | | $5.05 | | to | | $5.20 |
| | | | | | | | | | | | | | | | | | | | |
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. See cautionary statement concerning forward-looking statements on page 3.
(1) Prepayment fees received related to mortgage notes receivable are included in mortgage and other financing income per GAAP and are included in FFO and FFO as adjusted.
(2) Termination fees received related to leases where an operator exercises its option to purchase the property and terminates the lease prior to the lease maturity are included in gain on sale of real estate per GAAP and are excluded from FFO (in accordance with the NAREIT definition) but then included in FFO as adjusted. Including in FFO as adjusted is consistent with how other lease termination fees and fees received for early prepayment of mortgage notes receivable are reflected.
(3) Included in other income. See reconciliation on page 41.
31
EPR Properties
Definitions - Non-GAAP Financial Measures
ADJUSTED EBITDA AND ANNUALIZED ADJUSTED EBITDA
Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as net income available to common shareholders excluding costs associated with loan refinancing or payoff, interest expense (net), depreciation and amortization, equity in (income) loss from joint ventures, gain (loss) on the sale of real estate, gain on insurance recovery, income tax expense (benefit), preferred dividend requirements, the effect of non-cash impairment charges, retirement severance expense, the provision for loan losses and transaction costs (benefit), and which is then multiplied by four to get an annual amount. Annualized Adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service projects, percentage rent and participating interest and other non-recurring items, which is then multiplied by four to get an annual amount.
The Company’s method of calculating Adjusted EBITDA and Annualized Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDA and Annualized Adjusted EBITDA 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.
NET DEBT AND ADJUSTED NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and cash and cash equivalents, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding its financial condition. Adjusted net debt is net debt less 40% times property under development to remove the estimated portion of property under development that has been financed with debt but has not yet produced earnings. The Company’s method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
NET DEBT TO ADJUSTED EBIDTA AND ADJUSTED NET DEBT TO ANNUALIZED ADJUSTED EBITDA
Net Debt to Adjusted EBITDA and Adjusted Net Debt to Annualized Adjusted EBITDA are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors commonly use versions of these ratios in a similar manner. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. The Company’s method of calculating both ratios may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
NET OPERATING INCOME (“NOI”) AND NOI RUN RATES
NOI is a widely used financial measure in many industries, including the REIT industry, and is presented to assist investors and analysts in analyzing the performance of the Company. Management uses NOI in its analysis of the operations and valuation of the Company and believes it is useful to investors because it excludes various items included in net income that are not indicative of the operating performance of the Company’s investments, such as gains (or losses) from sales of property, depreciation and amortization, and general and administrative expense, and is used in computing various financial ratios as a measure of operational performance. The Company computes NOI by adding
32
back to Adjusted EBITDA - Continuing Operations the impact of general and administrative expense and corporate/unallocated and other.
Quarterly Cash NOI Run Rate is computed by taking quarterly NOI and making adjustments for in-service projects, percentage rent and participating interest, non-cash revenue and non-recurring adjustments to provide a quarterly cash run rate of such measure. Quarterly Cash NOI Run Rate multiplied by four equals Annualized Cash NOI Run Rate.
Quarterly GAAP NOI Run Rate is computed by taking quarterly NOI and making adjustments for in-service projects, percentage rent and participating interest and non-recurring adjustments to provide a quarterly GAAP run rate of such measure. Quarterly GAAP NOI Run Rate multiplied by four equals Annualized GAAP NOI Run Rate.
The Company’s method of calculating NOI, Quarterly Cash NOI Run Rate and Quarterly GAAP NOI Run Rate may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED
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, preferred share redemption costs and termination fees associated with tenants’ exercises of public charter school buy-out options and by subtracting gain on early extinguishment of debt, gain (loss) on sale of land, gain on insurance recovery 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, preferred share redemption costs, and termination fees associated with tenants’ exercises of public charter school buy-out options; 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, gain (loss) on sale of land, gain on insurance recovery 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
33
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 insurance recovery, 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 interest expense, gross and 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 interest expense, gross and 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.
34
Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Third Quarter and Nine Months Ended September 30, 2016
35
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 page 18 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to ��Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Net cash provided by operating activities | | $ | 63,241 | | | $ | 83,944 | | | $ | 68,588 | | | $ | 93,638 | | | $ | 64,415 | | | $ | 62,889 | |
| | | | | | |
Equity in income from joint ventures | | | 203 | | | | 86 | | | | 212 | | | | 268 | | | | 339 | | | | 198 | |
Distributions from joint ventures | | | — | | | | — | | | | (511) | | | | (540) | | | | — | | | | — | |
Amortization of deferred financing costs | | | (1,187) | | | | (1,163) | | | | (1,172) | | | | (1,163) | | | | (1,156) | | | | (1,173) | |
Amortization of above market leases, net | | | (42) | | | | (48) | | | | (48) | | | | (47) | | | | (48) | | | | (49) | |
Increase (decrease) in mortgage notes and related accrued interest receivable | | | 916 | | | | (214) | | | | (514) | | | | (1,332) | | | | 2,456 | | | | 2,410 | |
Increase (decrease) in restricted cash | | | (202) | | | | (556) | | | | 2,221 | | | | (1,923) | | | | 373 | | | | 197 | |
Increase (decrease) in accounts receivable, net | | | 14,739 | | | | 1,359 | | | | 2,968 | | | | 3,303 | | | | (805) | | | | 6,981 | |
Increase in direct financing lease receivable | | | 767 | | | | 896 | | | | 840 | | | | 851 | | | | 826 | | | | 948 | |
Increase (decrease) in other assets | | | 448 | | | | 1,838 | | | | 2,907 | | | | (2,744) | | | | 344 | | | | (834) | |
Decrease (increase) in accounts payable and accrued liabilities | | | 4,329 | | | | (5,947) | | | | 6,878 | | | | (8,406) | | | | 8,697 | | | | (3,437) | |
Decrease (increase) in unearned rents and interest | | | 1,223 | | | | (127) | | | | (8) | | | | (3,307) | | | | 579 | | | | (1,898) | |
Straight-line rental revenue | | | (4,597) | | | | (3,264) | | | | (3,089) | | | | (3,267) | | | | (2,738) | | | | (3,211) | |
Interest expense, gross | | | 27,196 | | | | 25,516 | | | | 25,580 | | | | 25,076 | | | | 25,300 | | | | 25,164 | |
Interest cost capitalized | | | (2,931) | | | | (2,760) | | | | (2,291) | | | | (4,283) | | | | (4,771) | | | | (5,145) | |
Transaction costs | | | 2,947 | | | | 1,490 | | | | 444 | | | | 700 | | | | 783 | | | | 4,429 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount (1) | | $ | 107,050 | | | $ | 101,050 | | | $ | 103,005 | | | $ | 96,824 | | | $ | 94,594 | | | $ | 87,469 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Net cash used by investing activities | | $ | (147,051) | | | $ | (137,285) | | | $ | (130,915) | | | $ | (96,423) | | | $ | (185,190) | | | $ | (193,764) | |
| | | | | | |
Net cash provided (used) by financing activities | | $ | 82,672 | | | $ | 51,457 | | | $ | 68,439 | | | $ | (7,291) | | | $ | 129,530 | | | $ | 34,775 | |
(1) See pages 32 through 34 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement.
36
EPR Properties
Reconciliations of Quarterly Cash NOI Run Rate and Quarterly GAAP NOI Run Rate
Net Operating Income (“NOI”), Quarterly Cash NOI Run Rate and Quarterly GAAP NOI Run Rate as used on pages 29 and 30 are non-GAAP financial measures and should not be considered as alternatives to net income (loss) in accordance with GAAP as indications of our performance or to cash flows as a measure of our liquidity. The tables on pages 38 through 40 provide reconciliations of these non-GAAP measures with respect to each segment and property type, and should be read in conjunction with the reconciliations on page 22 of our segment Adjusted EBITDA - continuing operations to our net income.
The following explanatory notes apply to the tables on pages 38 through 40.
(1) Adjustments for Corporate/Unallocated and Other is calculated by subtracting total investment expenses from total revenue for these categories on page 22.
(2) Adjustments for properties commencing or terminating GAAP net operating income during the quarter.
(3) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing 12 month amount divided by 4.
(4) Adjustments for properties commencing or terminating cash payments during the quarter, as well as in-service projects with only straight-line revenue.
(5) Adjustments to income from mortgages receivable to be consistent with end of quarter balance.
(6) Non-recurring adjustments relate to termination fees and a gain from an insurance claim.
37
EPR Properties
Reconciliation of Net Asset Value (NAV) Components
(Unaudited, dollars in thousands)
Annualized Net Operating Income (NOI) Run Rates - Owned Properties (for NAV calculations)
For the three months ended September 30, 2016
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | | | | | |
| | Megaplex | | | ERC’s/ Retail | | | Other Entertainment | | | Entertainment Total | | | Public Charter Schools | | | Early Childhood Education | | | Private Schools | | | Education Total | | | Ski Areas | | | Waterparks | | | Golf Entertainment Complexes | | | Recreation Total | | | Corporate/ unallocated and other | | | Total | |
| | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | 51,245 | | | $ | 15,577 | | | $ | 1,136 | | | $ | 67,958 | | | $ | 11,559 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 19,905 | | | $ | 4,263 | | | $ | 3,885 | | | $ | 9,635 | | | $ | 17,783 | | | $ | 2,933 | | | $ | 108,579 | |
Property operating expense | | | 216 | | | | 4,752 | | | | 260 | | | | 5,228 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 398 | | | | 5,626 | |
| | | | | | | | | | | | | | | | | | | | |
Total investment expense | | | 216 | | | | 4,752 | | | | 260 | | | | 5,228 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 398 | | | | 5,626 | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,091) | | | | (9,091) | |
Less: gain on insurance recovery | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,825 | ) | | | — | | | | — | | | | (1,825) | | | | — | | | | (1,825) | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 51,029 | | | $ | 10,825 | | | $ | 876 | | | $ | 62,730 | | | $ | 11,559 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 19,905 | | | $ | 2,438 | | | $ | 3,885 | | | $ | 9,635 | | | $ | 15,958 | | | $ | (6,556) | | | $ | 92,037 | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,091 | | | | 9,091 | |
Gain on insurance recovery | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,825 | | | | — | | | | — | | | | 1,825 | | | | — | | | | 1,825 | |
Corporate/unallocated and other (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,535) | | | | (2,535) | |
| | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 51,029 | | | $ | 10,825 | | | $ | 876 | | | $ | 62,730 | | | $ | 11,559 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 19,905 | | | $ | 4,263 | | | $ | 3,885 | | | $ | 9,635 | | | $ | 17,783 | | | $ | — | | | $ | 100,418 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Quarterly GAAP NOI run rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 51,029 | | | $ | 10,825 | | | $ | 876 | | | $ | 62,730 | | | $ | 11,559 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 19,905 | | | $ | 4,263 | | | $ | 3,885 | | | $ | 9,635 | | | $ | 17,783 | | | $ | — | | | $ | 100,418 | |
In-service adjustments (2) | | | 112 | | | | — | | | | 228 | | | | 340 | | | | 488 | | | | 177 | | | | 1,056 | | | | 1,721 | | | | — | | | | — | | | | 541 | | | | 541 | | | | — | | | | 2,602 | |
Percentage rent/participation adjustments (3) | | | 30 | | | | (194 | ) | | | — | | | | (164) | | | | — | | | | — | | | | (125 | ) | | | (125) | | | | 19 | | | | — | | | | (452 | ) | | | (433) | | | | — | | | | (722) | |
Non-recurring adjustments (6) | | | (3 | ) | | | (5 | ) | | | — | | | | (8) | | | | — | | | | — | | | | — | | | | — | | | | (1,825 | ) | | | — | | | | — | | | | (1,825) | | | | — | | | | (1,833) | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly GAAP NOI run rate | | $ | 51,168 | | | $ | 10,626 | | | $ | 1,104 | | | $ | 62,898 | | | $ | 12,047 | | | $ | 4,212 | | | $ | 5,242 | | | $ | 21,501 | | | $ | 2,457 | | | $ | 3,885 | | | $ | 9,724 | | | $ | 16,066 | | | $ | — | | | $ | 100,465 | |
| | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | | | | | x4 | |
| | | | | | | | | | | | | | | | | | | | |
Annualized GAAP NOI run rate | | $ | 204,672 | | | $ | 42,504 | | | $ | 4,416 | | | $ | 251,592 | | | $ | 48,188 | | | $ | 16,848 | | | $ | 20,968 | | | $ | 86,004 | | | $ | 9,828 | | | $ | 15,540 | | | $ | 38,896 | | | $ | 64,264 | | | $ | — | | | $ | 401,860 | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly cash NOI run rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 51,029 | | | $ | 10,825 | | | $ | 876 | | | $ | 62,730 | | | $ | 11,559 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 19,905 | | | $ | 4,263 | | | $ | 3,885 | | | $ | 9,635 | | | $ | 17,783 | | | $ | — | | | $ | 100,418 | |
In-service adjustments (4) | | | 112 | | | | — | | | | 228 | | | | 340 | | | | 833 | | | | 995 | | | | 1,317 | | | | 3,145 | | | | — | | | | — | | | | 541 | | | | 541 | | | | — | | | | 4,026 | |
Percentage rent/participation adjustments (3) | | | 30 | | | | (194 | ) | | | — | | | | (164) | | | | — | | | | — | | | | (125 | ) | | | (125) | | | | 19 | | | | — | | | | (452 | ) | | | (433) | | | | — | | | | (722) | |
Non-recurring adjustments (6) | | | (3 | ) | | | (5 | ) | | | — | | | | (8) | | | | — | | | | — | | | | — | | | | — | | | | (1,825 | ) | | | — | | | | — | | | | (1,825) | | | | — | | | | (1,833) | |
Non-cash revenue | | | (313 | ) | | | 491 | | | | (11 | ) | | | 167 | | | | (2,538 | ) | | | (1,311 | ) | | | (730 | ) | | | (4,579) | | | | (68 | ) | | | — | | | | (198 | ) | | | (266) | | | | — | | | | (4,678) | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly cash NOI run rate | | | 50,855 | | | | 11,117 | | | | 1,093 | | | | 63,065 | | | | 9,854 | | | | 3,719 | | | | 4,773 | | | | 18,346 | | | | 2,389 | | | | 3,885 | | | | 9,526 | | | | 15,800 | | | | — | | | | 97,211 | |
| | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | | | | | x4 | |
| | | | | | | | | | | | | | | | | | | | |
Annualized cash NOI run rate | | $ | 203,420 | | | $ | 44,468 | | | $ | 4,372 | | | $ | 252,260 | | | $ | 39,416 | | | $ | 14,876 | | | $ | 19,092 | | | $ | 73,384 | | | $ | 9,556 | | | $ | 15,540 | | | $ | 38,104 | | | $ | 63,200 | | | $ | — | | | $ | 388,844 | |
| | | | | | | | | | | | | | | | | | | | |
38
EPR Properties
Reconciliation of Net Asset Value (NAV) Components
(Unaudited, dollars in thousands)
Annualized Net Operating Income (NOI) Run Rates - Financed Properties (for NAV calculations)
For the three months ended September 30, 2016
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | | | | | |
| | Megaplex | | | ERC’s/ Retail | | | Other Entertainment | | | Entertainment Total | | | Public Charter Schools | | | Early Childhood Education | | | Private Schools | | | Education Total | | | Ski Areas | | | Waterparks | | | Golf Entertainment Complexes | | | Recreation Total | | | Corporate/ unallocated and other | | | Total | |
| | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | 341 | | | $ | — | | | $ | 953 | | | $ | 1,294 | | | $ | 7,319 | | | $ | — | | | $ | — | | | $ | 7,319 | | | $ | 2,937 | | | $ | 4,263 | | | $ | 1,184 | | | $ | 8,384 | | | $ | 34 | | | $ | 17,031 | |
Property operating expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total investment expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 341 | | | $ | — | | | $ | 953 | | | $ | 1,294 | | | $ | 7,319 | | | $ | — | | | $ | — | | | $ | 7,319 | | | $ | 2,937 | | | $ | 4,263 | | | $ | 1,184 | | | $ | 8,384 | | | $ | 34 | | | $ | 17,031 | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Corporate/unallocated and other (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (34) | | | | (34) | |
| | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 341 | | | $ | — | | | $ | 953 | | | $ | 1,294 | | | $ | 7,319 | | | $ | — | | | $ | — | | | $ | 7,319 | | | $ | 2,937 | | | $ | 4,263 | | | $ | 1,184 | | | $ | 8,384 | | | $ | — | | | $ | 16,997 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Quarterly GAAP NOI run rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 341 | | | $ | — | | | $ | 953 | | | $ | 1,294 | | | $ | 7,319 | | | $ | — | | | $ | — | | | $ | 7,319 | | | $ | 2,937 | | | $ | 4,263 | | | $ | 1,184 | | | $ | 8,384 | | | $ | — | | | $ | 16,997 | |
In-service adjustments (5) | | | (67 | ) | | | — | | | | — | | | | (67) | | | | 183 | | | | — | | | | — | | | | 183 | | | | 60 | | | | — | | | | 55 | | | | 115 | | | | — | | | | 231 | |
Percentage rent/participation adjustments (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (668 | ) | | | — | | | | (668) | | | | — | | | | (668) | |
Non-recurring adjustments (6) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | �� | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly GAAP NOI run rate | | $ | 274 | | | $ | — | | | $ | 953 | | | $ | 1,227 | | | $ | 7,502 | | | $ | — | | | $ | — | | | $ | 7,502 | | | $ | 2,997 | | | $ | 3,595 | | | $ | 1,239 | | | $ | 7,831 | | | $ | — | | | $ | 16,560 | |
| | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | | | | | x4 | |
| | | | | | | | | | | | | | | | | | | | |
Annualized GAAP NOI run rate | | $ | 1,096 | | | $ | — | | | $ | 3,812 | | | $ | 4,908 | | | $ | 30,008 | | | $ | — | | | $ | — | | | $ | 30,008 | | | $ | 11,988 | | | $ | 14,380 | | | $ | 4,956 | | | $ | 31,324 | | | $ | — | | | $ | 66,240 | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly cash NOI run rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 341 | | | $ | — | | | $ | 953 | | | $ | 1,294 | | | $ | 7,319 | | | $ | — | | | $ | — | | | $ | 7,319 | | | $ | 2,937 | | | $ | 4,263 | | | $ | 1,184 | | | $ | 8,384 | | | $ | — | | | $ | 16,997 | |
In-service adjustments (5) | | | (67 | ) | | | — | | | | — | | | | (67) | | | | 183 | | | | — | | | | — | | | | 183 | | | | 60 | | | | — | | | | 55 | | | | 115 | | | | — | | | | 231 | |
Percentage rent/participation adjustments (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (668 | ) | | | — | | | | (668) | | | | — | | | | (668) | |
Non-recurring adjustments (6) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Non-cash revenue | | | — | | | | — | | | | — | | | | — | | | | (962 | ) | | | — | | | | — | | | | (962) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (962) | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly cash NOI run rate | | | 274 | | | | — | | | | 953 | | | | 1,227 | | | | 6,540 | | | | — | | | | — | | | | 6,540 | | | | 2,997 | | | | 3,595 | | | | 1,239 | | | | 7,831 | | | | — | | | | 15,598 | |
| | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | | | | | x4 | |
| | | | | | | | | | | | | | | | | | | | |
Annualized cash NOI run rate | | $ | 1,096 | | | $ | — | | | $ | 3,812 | | | $ | 4,908 | | | $ | 26,160 | | | $ | — | | | $ | — | | | $ | 26,160 | | | $ | 11,988 | | | $ | 14,380 | | | $ | 4,956 | | | $ | 31,324 | | | $ | — | | | $ | 62,392 | |
| | | | | | | | | | | | | | | | | | | | |
39
EPR Properties
Reconciliation of Net Asset Value (NAV) Components
(Unaudited, dollars in thousands)
Annualized Net Operating Income (NOI) Run Rates - Total - Owned and Financed Properties (for NAV calculations) - sum of pages 38 and 39
For the three months ended September 30, 2016
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Entertainment | | | Education | | | Recreation | | | | | | | |
| | Megaplex | | | ERC’s/ Retail | | | Other Entertainment | | | Entertainment Total | | | Public Charter Schools | | | Early Childhood Education | | | Private Schools | | | Education Total | | | Ski Areas | | | Waterparks | | | Golf Entertainment Complexes | | | Recreation Total | | | Corporate/ unallocated and other | | | Total | |
| | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | 51,586 | | | $ | 15,577 | | | $ | 2,089 | | | $ | 69,252 | | | $ | 18,878 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 27,224 | | | $ | 7,200 | | | $ | 8,148 | | | $ | 10,819 | | | $ | 26,167 | | | $ | 2,967 | | | $ | 125,610 | |
Property operating expense | | | 216 | | | | 4,752 | | | | 260 | | | | 5,228 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 398 | | | | 5,626 | |
| | | | | | | | | | | | | | | | | | | | |
Total investment expense | | | 216 | | | | 4,752 | | | | 260 | | | | 5,228 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 398 | | | | 5,626 | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,091) | | | | (9,091) | |
Less: gain on insurance recovery | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,825 | ) | | | — | | | | — | | | | (1,825) | | | | — | | | | (1,825) | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 51,370 | | | $ | 10,825 | | | $ | 1,829 | | | $ | 64,024 | | | $ | 18,878 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 27,224 | | | $ | 5,375 | | | $ | 8,148 | | | $ | 10,819 | | | $ | 24,342 | | | $ | (6,522) | | | $ | 109,068 | |
| | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,091 | | | | 9,091 | |
Gain on insurance recovery | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,825 | | | | — | | | | — | | | | 1,825 | | | | — | | | | 1,825 | |
Corporate/unallocated and other (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,569) | | | | (2,569) | |
| | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 51,370 | | | $ | 10,825 | | | $ | 1,829 | | | $ | 64,024 | | | $ | 18,878 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 27,224 | | | $ | 7,200 | | | $ | 8,148 | | | $ | 10,819 | | | $ | 26,167 | | | $ | — | | | $ | 117,415 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Quarterly GAAP NOI run rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 51,370 | | | $ | 10,825 | | | $ | 1,829 | | | $ | 64,024 | | | $ | 18,878 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 27,224 | | | $ | 7,200 | | | $ | 8,148 | | | $ | 10,819 | | | $ | 26,167 | | | $ | — | | | $ | 117,415 | |
In-service adjustments (2) (5) | | | 45 | | | | — | | | | 228 | | | | 273 | | | | 671 | | | | 177 | | | | 1,056 | | | | 1,904 | | | | 60 | | | | — | | | | 596 | | | | 656 | | | | — | | | | 2,833 | |
Percentage rent/participation adjustments (3) | | | 30 | | | | (194 | ) | | | — | | | | (164) | | | | — | | | | — | | | | (125 | ) | | | (125) | | | | 19 | | | | (668 | ) | | | (452 | ) | | | (1,101) | | | | — | | | | (1,390) | |
Non-recurring adjustments (6) | | | (3 | ) | | | (5 | ) | | | — | | | | (8) | | | | — | | | | — | | | | — | | | | — | | | | (1,825 | ) | | | — | | | | — | | | | (1,825) | | | | — | | | | (1,833) | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly GAAP NOI run rate | | $ | 51,442 | | | $ | 10,626 | | | $ | 2,057 | | | $ | 64,125 | | | $ | 19,549 | | | $ | 4,212 | | | $ | 5,242 | | | $ | 29,003 | | | $ | 5,454 | | | $ | 7,480 | | | $ | 10,963 | | | $ | 23,897 | | | $ | — | | | $ | 117,025 | |
| | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | | | | | x4 | |
| | | | | | | | | | | | | | | | | | | | |
Annualized GAAP NOI run rate | | $ | 205,768 | | | $ | 42,504 | | | $ | 8,228 | | | $ | 256,500 | | | $ | 78,196 | | | $ | 16,848 | | | $ | 20,968 | | | $ | 116,012 | | | $ | 21,816 | | | $ | 29,920 | | | $ | 43,852 | | | $ | 95,588 | | | $ | — | | | $ | 468,100 | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly cash NOI run rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOI | | $ | 51,370 | | | $ | 10,825 | | | $ | 1,829 | | | $ | 64,024 | | | $ | 18,878 | | | $ | 4,035 | | | $ | 4,311 | | | $ | 27,224 | | | $ | 7,200 | | | $ | 8,148 | | | $ | 10,819 | | | $ | 26,167 | | | $ | — | | | $ | 117,415 | |
In-service adjustments (4) (5) | | | 45 | | | | — | | | | 228 | | | | 273 | | | | 1,016 | | | | 995 | | | | 1,317 | | | | 3,328 | | | | 60 | | | | — | | | | 596 | | | | 656 | | | | — | | | | 4,257 | |
Percentage rent/participation adjustments (3) | | | 30 | | | | (194 | ) | | | — | | | | (164) | | | | — | | | | — | | | | (125 | ) | | | (125) | | | | 19 | | | | (668 | ) | | | (452 | ) | | | (1,101) | | | | — | | | | (1,390) | |
Non-recurring adjustments (6) | | | (3 | ) | | | (5 | ) | | | — | | | | (8) | | | | — | | | | — | | | | — | | | | — | | | | (1,825 | ) | | | — | | | | — | | | | (1,825) | | | | — | | | | (1,833) | |
Non-cash revenue | | | (313 | ) | | | 491 | | | | (11 | ) | | | 167 | | | | (3,500 | ) | | | (1,311 | ) | | | (730 | ) | | | (5,541) | | | | (68 | ) | | | — | | | | (198 | ) | | | (266) | | | | — | | | | (5,640) | |
| | | | | | | | | | | | | | | | | | | | |
Quarterly cash NOI run rate | | | 51,129 | | | | 11,117 | | | | 2,046 | | | | 64,292 | | | | 16,394 | | | | 3,719 | | | | 4,773 | | | | 24,886 | | | | 5,386 | | | | 7,480 | | | | 10,765 | | | | 23,631 | | | | — | | | | 112,809 | |
| | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | x4 | | | | | | | | x4 | |
| | | | | | | | | | | | | | | | | | | | |
Annualized cash NOI run rate | | $ | 204,516 | | | $ | 44,468 | | | $ | 8,184 | | | $ | 257,168 | | | $ | 65,576 | | | $ | 14,876 | | | $ | 19,092 | | | $ | 99,544 | | | $ | 21,544 | | | $ | 29,920 | | | $ | 43,060 | | | $ | 94,524 | | | $ | — | | | $ | 451,236 | |
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EPR Properties
Reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 3rd Quarter 2016 | | | 2nd Quarter 2016 | | | 1st Quarter 2016 | | | 4th Quarter 2015 | | | 3rd Quarter 2015 | | | 2nd Quarter 2015 | |
Adjusted EBITDA (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholder of EPR Properties | | $ | 51,575 | | | $ | 49,183 | | | $ | 48,228 | | | $ | 46,799 | | | $ | 44,244 | | | $ | 42,814 | |
Costs associated with loan refinancing or payoff | | | 14 | | | | 339 | | | | 552 | | | | 9 | | | | 18 | | | | 243 | |
Interest expense, net | | | 24,265 | | | | 22,756 | | | | 23,289 | | | | 20,792 | | | | 20,529 | | | | 20,007 | |
Transaction costs | | | 2,947 | | | | 1,490 | | | | 444 | | | | 700 | | | | 783 | | | | 4,429 | |
Depreciation and amortization | | | 27,601 | | | | 25,666 | | | | 25,955 | | | | 24,915 | | | | 23,498 | | | | 21,849 | |
Equity in income from joint ventures | | | (203) | | | | (86) | | | | (212) | | | | (268) | | | | (339) | | | | (198) | |
(Gain) loss on sale of real estate | | | (1,615) | | | | (2,270) | | | | — | | | | — | | | | 95 | | | | — | |
Income tax expense (benefit) | | | 358 | | | | 423 | | | | (144) | | | | (936) | | | | 527 | | | | (7,506) | |
Preferred dividend requirements | | | 5,951 | | | | 5,952 | | | | 5,952 | | | | 5,951 | | | | 5,951 | | | | 5,952 | |
Gain on insurance recovery (2) | | | (1,825) | | | | (1,523) | | | | (489) | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (for the quarter) | | $ | 109,068 | | | $ | 101,930 | | | $ | 103,575 | | | $ | 97,962 | | | $ | 95,306 | | | $ | 87,590 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (3) | | $ | 436,272 | | | $ | 407,720 | | | $ | 414,300 | | | $ | 391,848 | | | $ | 381,224 | | | $ | 350,360 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Annualized Adjusted EBITDA (1) (4): | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA (for the quarter) | | $ | 109,068 | | | $ | 101,930 | | | $ | 103,575 | | | | | | | | | | | | | |
Corporate/unallocated and other NOI (5) | | | (2,569) | | | | (2,675) | | | | (2,289) | | | | | | | | | | | | | |
In-service adjustments (6) | | | 2,833 | | | | 2,920 | | | | 948 | | | | | | | | | | | | | |
Percentage rent/participation adjustments (7) | | | (1,390) | | | | 866 | | | | 594 | | | | | | | | | | | | | |
Non-recurring adjustments (8) | | | (1,833) | | | | (1,497) | | | | (3,637) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Annualized Adjusted EBITDA (for the quarter) | | $ | 106,109 | | | $ | 101,544 | | | $ | 99,191 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Annualized Adjusted EBITDA (9) | | $ | 424,436 | | | $ | 406,176 | | | $ | 396,764 | | | | | | | | | | | | | |
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|
(2) Included in other income in the consolidated statements of income in the Company’s Quarterly Report on Form 10-Q . Reconciliation is as follows: | |
Income from settlement of foreign currency swap contracts | | $ | 643 | | | $ | 595 | | | $ | 719 | | | | | | | | | | | | | |
Gain on insurance recovery | | | 1,825 | | | | 1,523 | | | | 489 | | | | | | | | | | | | | |
Miscellaneous income | | | 8 | | | | 8 | | | | 2 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other income | | $ | 2,476 | | | $ | 2,126 | | | $ | 1,210 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) See pages 32 through 34 for definitions.
(3) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
(4) Amounts not calculated for periods prior to 2016.
(5) Adjustments for Corporate/Unallocated and Other is calculated by subtracting total investment expenses from total revenue for these categories on page 22.
(6) Adjustments for properties commencing or terminating GAAP net operating income during the quarter.
(7) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing 12 month amount divided by 4.
(8) Non-recurring adjustments relate to termination fees and a gain from an insurance claim.
(9) Annualized Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
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