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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2020
EPR Properties
(Exact name of registrant as specified in its charter)
Maryland
 
001-13561
 
43-1790877
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
909 Walnut Street,
Suite 200
Kansas City,
Missouri
64106
(Address of principal executive offices) (Zip Code)
(816)
472-1700
(Registrant’s telephone number, including area code) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Common shares, par value $0.01 per share
 
EPR
 
New York Stock Exchange
 
 
 
 
 
5.75% Series C cumulative convertible preferred shares, par value $0.01 per share
 
EPR PrC
 
New York Stock Exchange
 
 
 
 
 
9.00% Series E cumulative convertible preferred shares, par value $0.01 per share
 
EPR PrE
 
New York Stock Exchange
 
 
 
 
 
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share
 
EPR PrG
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o






Item 2.02 Results of Operations and Financial Condition.

On February 24, 2020, the Company announced its results of operations and financial condition for the fourth quarter and year ended December 31, 2019. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.
In addition, on February 24, 2020, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the fourth quarter and year ended December 31, 2019, the text of which are set forth in Exhibits 99.2 and 99.3 hereto, respectively, and are hereby incorporated by reference herein.
The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.
 
 
 
 
Exhibit
No.
  
Description
  
  
Press Release dated February 24, 2020 issued by EPR Properties announcing its results of operations and financial condition for the fourth quarter and year ended December 31, 2019.
 
 
  
Investor slide presentation for the fourth quarter and year ended December 31, 2019, made available by EPR Properties on February 24, 2020.
 
 
 
 
Supplemental Operating and Financial Data for the fourth quarter and year ended December 31, 2019, made available by EPR Properties on February 24, 2020.
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
EPR PROPERTIES
 
 
 
 
By:
 
/s/ Mark A. Peterson
 
 
 
Mark A. Peterson
 
 
 
Executive Vice President, Treasurer and Chief Financial
Officer
Date: February 24, 2020
 




















































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Section 2: EX-99.1 (PRESS RELEASE)

Exhibit

Exhibit 99.1




EPR PROPERTIES REPORTS FOURTH QUARTER AND 2019 YEAR-END RESULTS
Announces Increase in Monthly Dividend and Introduces Guidance for 2020

Kansas City, MO, February 24 , 2020 -- EPR Properties (NYSE:EPR) today announced operating results for the fourth quarter and year ended December 31, 2019 (dollars in millions, except per share data):    
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2019
 
2018
 
2019
 
2018
Total revenue from continuing operations (1)
$
170.3

 
$
150.9

 
$
652.0

 
$
639.9

Net income available to common shareholders
30.3

 
48.0

 
178.1

 
242.8

Net income available to common shareholders per diluted common share
0.39

 
0.65

 
2.32

 
3.27

Funds From Operations as adjusted (FFOAA) (a non-GAAP financial measure)
99.7

 
105.1

 
423.2

 
460.4

FFOAA per diluted common share (a non-GAAP financial measure)
1.26

 
1.39

 
5.44

 
6.10

(1) Total revenue from continuing operations for the three months and year ended December 31, 2018 included $4.0 million and $71.3 million, respectively, in prepayment fees related to the pay-off of non-Education mortgage notes.

Fourth Quarter Company Headlines

Experiential focus announced in November in conjunction with sale of public charter school portfolio
Solid fourth quarter caps off another highly productive year
Guidance introduced for 2020; Significant capital redeployment anticipated
Monthly dividend increase for common shares announced

CEO Comments

“We had a strong finish to a very productive year,” stated Greg Silvers, President and CEO. “The sale of our public charter school portfolio marked a milestone in refocusing our growth on experiential real estate, which allows us to capitalize on both our extensive history in this sector and the trend of increasing consumer experiential spending. The ongoing durability in our tenant industries offers earnings stability and substantial growth opportunities, positioning us to continue building the premier experiential real estate portfolio.”

Portfolio Update

As previously announced and further described below, during the fourth quarter, the Company sold the largest portion of its Education portfolio, public charter schools, and is now strategically focused on investing in Experiential properties which the Company believes is a highly enduring and growing sector of the real estate industry. With this change, the Company now classifies its Entertainment and Recreation portfolios as Experiential while its remaining Education portfolio consists primarily of traditional net leases providing additional geographic and operator diversity. The Company's total investments (a non-GAAP financial measure) were approximately $6.7 billion at December 31, 2019 with Experiential totaling $6.0 billion, or 89%, and Education totaling $0.7 billion, or 11%.

The Company's Experiential portfolio (excluding property under development) consisted of the following property types (owned or financed) at December 31, 2019:
179 theatre properties;
55 eat & play properties (including seven theatres located in entertainment districts);
18 attraction properties;
13 ski properties;
six experiential lodging properties;
one gaming property;



three cultural properties; and
seven fitness & wellness properties.

As of December 31, 2019, the Company's owned Experiential portfolio consisted of approximately 19.2 million square feet, which was 99.1% leased and included $36.8 million in construction in progress and $24.6 million in undeveloped land inventory.

The Company's Education portfolio consisted of the following property types (owned or financed) at December 31, 2019:
72 early childhood education center properties; and
16 private school properties.

As of December 31, 2019, the Company's owned Education portfolio consisted of approximately 1.9 million square feet, which was 100% leased and included $3.5 million in undeveloped land inventory.

The combined owned portfolio consisted of 21.1 million square feet and was 99.1% leased.

Investment Update

The Company's investment spending for the three months ended December 31, 2019 totaled $110.0 million (bringing the full year 2019 investment spending to $794.7 million), and included the following:

Experiential investment spending during the three months ended December 31, 2019 totaled $104.7 million, including the acquisition of three theatre properties for approximately $48.6 million, one mortgage note secured by a ski resort totaling $37.0 million and spending on build-to-suit development and redevelopment projects.

Education investment spending during the three months ended December 31, 2019 totaled $5.3 million, including spending on build-to-suit development and redevelopment of early childhood education centers.

Capital Recycling

During the quarter, the Company completed the sale of its public charter school portfolio through the following transactions:

On November 22, 2019, the Company sold 47 public charter school related assets, for net proceeds of approximately $449.6 million. The Company recognized an impairment on this portfolio sale of $21.4 million that included the write-off of non-cash straight-line rent and effective interest receivables totaling $24.8 million.
During the fourth quarter, the Company sold three other public charter schools, one of which was pursuant to a tenant purchase option, for net proceeds totaling $17.9 million and recognized a combined gain of $1.9 million.
On November 2, 2019, the Company received $9.8 million in proceeds representing prepayment in full on a mortgage note receivable that was secured by one public charter school property.

Due to the Company's disposition of its remaining public charter school portfolio in 2019, the operating results of all the public charter schools that were sold during 2019 have been classified within discontinued operations in the Company's consolidated statements of income for all periods. 




Additionally, during the fourth quarter, the Company completed the sale of an attraction property and received an $11.0 million cash payment and provided seller mortgage financing of $27.4 million which matures in five years. Lastly, the Company sold two land parcels for net proceeds of $4.4 million. The Company recognized a combined gain on these sales of $3.7 million.

Disposition proceeds (excluding seller mortgage financing) and mortgage note pay-offs (excluding principal amortization and including prepayment fees) totaled $492.7 million and $882.9 million for the three months and year ended December 31, 2019, respectively.
Balance Sheet Update

The Company had a net debt to adjusted EBITDA ratio (a non-GAAP financial measure) of 4.7x at December 31, 2019. The Company had $528.8 million of unrestricted cash on hand and no outstanding balance under its $1.0 billion unsecured revolving credit facility at December 31, 2019.

During the quarter, the Company issued 223 thousand common shares under its Dividend Reinvestment and Direct Share Purchase Plan for net proceeds of $17.0 million. The year to date issuances under this plan total 4.0 million common shares for net proceeds of $305.9 million.
Dividend Information

The Company's Board of Trustees declared its monthly cash dividend to common shareholders of $0.3825 per share payable April 15, 2020 to shareholders of record as of March 31, 2020. This dividend represents an annualized dividend of $4.59 per common share, an increase of 2% over the prior year and the Company's tenth consecutive year with a dividend increase.

The Company's Board of Trustees also declared its regular quarterly dividends to preferred shareholders of $0.359375 per share on its 5.75% Series C cumulative convertible preferred shares, $0.5625 per share on its 9.00% Series E cumulative convertible preferred shares and $0.359375 per share on its 5.75% Series G cumulative redeemable preferred shares, payable April 15, 2020 to shareholders of record as of March 31, 2020.

2020 Guidance
(Dollars in millions, except per share data):
 
 
 
 
 
 
Measure
 
2020 Guidance
 
Net income available to common shareholders per diluted common share
 
$
2.92

to
$
3.12

 
FFOAA per diluted common share
 
$
5.19

to
$
5.39

 
Investment spending
 
$
1,600

to
$
1,800

 
Disposition proceeds
 
$
50

to
$
100

 

The Company is introducing its 2020 guidance for FFOAA per diluted common share of $5.19 to $5.39, the midpoint of which represents approximately 4% growth over 2019 excluding termination and prepayment fees that related primarily to the Company's public charter school portfolio sold in 2019.

The 2020 guidance for FFOAA per diluted share is based on a FFO per diluted common share range of $5.17 to $5.37 adjusted for transaction costs and deferred income tax expense. FFO per diluted common share for 2020 is based on a net income available to common shareholders per diluted common share range of $2.92 to $3.12 less estimated gain on sale of real estate of $0.03 and the impact of Series C and Series E dilution of $0.06, plus estimated real estate depreciation of $2.31 and allocated share of joint venture depreciation of $0.03 (in accordance with the NAREIT definition of FFO).

The Company's guidance for 2020 includes an anticipated investment of approximately $1.0 billion in a gaming venue. The Company has entered into a non-binding term sheet with respect to the investment, and made significant



progress on the definitive agreements, which the Company expects the parties to finalize and execute in the coming weeks. The Company expects to close this investment in the second quarter of 2020.

The Company expects to fund the anticipated gaming venue investment, as well as the other investments included in the investment spending guidance for 2020, with cash on hand or borrowings under the Company's unsecured revolving credit facility, as well as debt and equity financing alternatives. The availability and terms of any such financing will depend upon market and other conditions.

Additional earnings guidance detail can be found in the Company's supplemental information package available in the Investor Center on the Company's website located at http://investors.eprkc.com/earnings-supplementals.

Conference Call Information

Management will host a conference call to discuss the Company's financial results on February 25, 2020 at 8:30 a.m. Eastern Daylight Time. The conference will be webcast and can be accessed via the Earnings Call page in the Investor Center on the Company's website located at http://investors.eprkc.com/webcasts. To access the call, audio only, dial (866) 587-2930 and when prompted, provide the passcode 7013678.

You may watch a replay of the webcast by visiting the Earnings Call page at http://investors.eprkc.com/earnings-call.

Quarterly and Year-end Supplemental

The Company's supplemental information package for the fourth quarter and year ended December 31, 2019 is available in the Investor Center on the Company's website located at http://investors.eprkc.com/earnings-supplementals.




EPR Properties
Consolidated Statements of Income
(Unaudited, dollars in thousands except per share data)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2019
 
2018
 
2019
 
2018
Rental revenue
$
154,765

 
$
133,491

 
$
593,022

 
$
509,086

Other income
8,386

 
435

 
25,920

 
2,076

Mortgage and other financing income
7,195

 
16,991

 
33,027

 
128,759

Total revenue
170,346

 
150,917

 
651,969

 
639,921

Property operating expense
16,097

 
8,285

 
60,739

 
29,654

Other expense
10,173

 
325

 
29,667

 
443

General and administrative expense
10,831

 
12,165

 
46,371

 
48,889

Severance expense
423

 
5,938

 
2,364

 
5,938

Litigation settlement expense

 

 

 
2,090

Costs associated with loan refinancing or payoff

 

 
38,269

 
31,958

Interest expense, net
34,914

 
33,584

 
142,002

 
135,870

Transaction costs
5,784

 
1,583

 
23,789

 
3,698

Impairment charges
2,206

 
10,735

 
2,206

 
27,283

Depreciation and amortization
42,398

 
35,728

 
158,834

 
138,395

Income before equity in loss from joint ventures, other items and discontinued operations
47,520

 
42,574

 
147,728

 
215,703

Equity in loss from joint ventures
(905
)
 
(5
)
 
(381
)
 
(22
)
Gain on sale of real estate
3,717

 
349

 
4,174

 
3,037

Gain on sale of investment in direct financing leases

 

 

 
5,514

Income before income taxes
50,332

 
42,918

 
151,521

 
224,232

Income tax benefit (expense)
530

 
(108
)
 
3,035

 
(2,285
)
Income from continuing operations
$
50,862

 
$
42,810

 
$
154,556

 
$
221,947

Discontinued operations:
 
 
 
 
 
 
 
Income from discontinued operations before other items
4,937

 
11,221

 
37,241

 
45,036

Impairment on public charter school portfolio sale
(21,433
)
 

 
(21,433
)
 

Gain on sale of real estate from discontinued operations
1,931

 

 
31,879

 

(Loss) income from discontinued operations
(14,565
)
 
11,221

 
47,687

 
45,036

Net income
36,297

 
54,031

 
202,243

 
266,983

Preferred dividend requirements
(6,034
)
 
(6,034
)
 
(24,136
)
 
(24,142
)
Net income available to common shareholders of EPR Properties
$
30,263

 
$
47,997

 
$
178,107

 
$
242,841

Net income available to common shareholders of EPR Properties per share:
 
 
 
 
 
 
 
Continuing operations
$
0.57

 
$
0.50

 
$
1.70

 
$
2.66

Discontinued operations
(0.18
)
 
0.15

 
0.62

 
0.61

Basic
$
0.39

 
$
0.65

 
$
2.32

 
$
3.27

 
 
 
 
 
 
 
 
Continuing operations
$
0.57

 
$
0.50

 
$
1.70

 
$
2.66

Discontinued operations
(0.18
)
 
0.15

 
0.62

 
0.61

Diluted
$
0.39

 
$
0.65

 
$
2.32

 
$
3.27

Shares used for computation (in thousands):
 
 
 
 
 
 
 
Basic
78,456

 
74,343

 
76,746

 
74,292

Diluted
78,485

 
74,402

 
76,782

 
74,337





EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
 
December 31,
 
2019
 
2018
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $989,254 and $883,174 at December 31, 2019 and 2018, respectively
$
5,197,308

 
$
5,024,057

Land held for development
28,080

 
34,177

Property under development
36,756

 
287,546

Operating lease right-of-use assets
211,187

 

Mortgage notes and related accrued interest receivable
357,391

 
517,467

Investment in direct financing leases, net

 
20,558

Investment in joint ventures
34,317

 
34,486

Cash and cash equivalents
528,763

 
5,872

Restricted cash
2,677

 
12,635

Accounts receivable
86,858

 
98,369

Other assets
94,174

 
96,223

Total assets
$
6,577,511

 
$
6,131,390

Liabilities and Equity
 
 
 
Accounts payable and accrued liabilities
$
122,939

 
$
168,463

Operating lease liabilities
235,650

 

Dividends payable
35,458

 
32,799

Unearned rents and interest
74,829

 
79,051

Debt
3,102,830

 
2,986,054

Total liabilities
3,571,706

 
3,266,367

Total equity
$
3,005,805

 
$
2,865,023

Total liabilities and equity
$
6,577,511

 
$
6,131,390


The historical financial results of the public charter schools sold by the Company in 2019 are reflected in the Company's consolidated statements of income as discontinued operations for all periods presented. The operating results relating to discontinued operations are as follows (dollars in thousands):
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2019
 
2018
 
2019
 
2018
Rental revenue
$
5,231

 
$
12,024

 
$
36,289

 
$
47,277

Mortgage and other financing income
1,863

 
3,546

 
14,284

 
13,533

Total revenue
7,094

 
15,570

 
50,573

 
60,810

Property operating expense
(11
)
 
605

 
573

 
1,102

Costs associated with loan refinancing or payoff
43

 

 
181

 

Interest expense, net
(7
)
 
(69
)
 
(351
)
 
(363
)
Depreciation and amortization
2,132

 
3,813

 
12,929

 
15,035

Income from discontinued operations before other items
4,937

 
11,221

 
37,241

 
45,036

Impairment on public charter school portfolio sale
(21,433
)
 

 
(21,433
)
 

Gain on sale of real estate
1,931

 

 
31,879

 

(Loss) income from discontinued operations
$
(14,565
)
 
$
11,221

 
$
47,687

 
$
45,036





Non-GAAP Financial Measures

Funds From Operations (FFO) and Funds From Operations As Adjusted (FFOAA)

The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition.

In addition to FFO, the Company presents FFOAA. FFOAA is presented by adding to FFO costs (gain) associated with loan refinancing or payoff, net, transaction costs, severance expense, litigation settlement expense, preferred share redemption costs, termination fees associated with tenants' exercises of public charter school buy-out options and provision for loan losses and subtracting gain on early extinguishment of debt, gain on insurance recovery and deferred income tax (benefit) expense.

FFO and FFOAA are widely used measures of the operating performance of real estate companies and are provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share, and management provides FFO and FFOAA herein because it believes this information is useful to investors in this regard. FFO and FFOAA are non-GAAP financial measures. FFO and FFOAA do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFOAA the same way so comparisons with other REITs may not be meaningful. The following table summarizes FFO and FFOAA for the three months and year ended December 31, 2019 and 2018 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure:



EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
FFO:
 
 
 
 
 
 
 
Net income available to common shareholders of EPR Properties
$
30,263

 
$
47,997

 
$
178,107

 
$
242,841

Gain on sale of real estate
(5,648
)
 
(349
)
 
(36,053
)
 
(3,037
)
Gain on sale of investment in direct financing leases

 

 

 
(5,514
)
Impairment charges
23,639

 
10,735

 
23,639

 
27,283

Real estate depreciation and amortization
44,242

 
39,297

 
170,717

 
152,508

Allocated share of joint venture depreciation
551

 
56

 
2,213

 
226

FFO available to common shareholders of EPR Properties
$
93,047

 
$
97,736

 
$
338,623

 
$
414,307

 
 
 
 
 
 
 
 
 
FFO available to common shareholders of EPR Properties
$
93,047

 
$
97,736

 
$
338,623

 
$
414,307

Add: Preferred dividends for Series C preferred shares
1,937

 
1,939

 
7,754

 
7,759

Add: Preferred dividends for Series E preferred shares
1,939

 
1,939

 
7,756

 
7,756

Diluted FFO available to common shareholders of EPR Properties
$
96,923

 
$
101,614

 
$
354,133

 
$
429,822

FFOAA:
 
 
 
 
 
 
 
FFO available to common shareholders of EPR Properties
$
93,047

 
$
97,736

 
338,623

 
$
414,307

Costs associated with loan refinancing or payoff
43

 

 
38,450

 
31,958

Transaction costs
5,784

 
1,583

 
23,789

 
3,698

Severance expense
423

 
5,938

 
2,364

 
5,938

Litigation settlement expense

 

 

 
2,090

Termination fees included in gain on sale
1,217

 

 
24,075

 
1,864

Deferred income tax (benefit) expense
(847
)
 
(182
)
 
(4,115
)
 
573

FFOAA available to common shareholders of EPR Properties
$
99,667

 
$
105,075

 
$
423,186

 
$
460,428

 
 
 
 
 
 
 
 
 
FFO available to common shareholders of EPR Properties
$
99,667

 
$
105,075

 
$
423,186

 
$
460,428

Add: Preferred dividends for Series C preferred shares
1,937

 
1,939

 
7,754

 
7,759

Add: Preferred dividends for Series E preferred shares
1,939

 
1,939

 
7,756

 
7,756

Diluted FFO available to common shareholders of EPR Properties
$
103,543

 
$
108,953

 
$
438,696

 
$
475,943

FFO per common share:
 
 
 
 
 
 
 
Basic
$
1.19

 
$
1.31

 
$
4.41

 
$
5.58

Diluted
1.18

 
1.30

 
4.39

 
5.51

FFOAA per common share:
 
 
 
 
 
 
 
Basic
$
1.27

 
$
1.41

 
$
5.51

 
$
6.20

Diluted
1.26

 
1.39

 
5.44

 
6.10

Shares used for computation (in thousands):
 
 
 
 
 
 
 
Basic
78,456

 
74,343

 
76,746

 
74,292

Diluted
78,485

 
74,402

 
76,782

 
74,337

 
 
 
 
 
 
 
 
 
Weighted average shares outstanding-diluted EPS
78,485

 
74,402

 
76,782

 
74,337

Effect of dilutive Series C preferred shares
2,184

 
2,133

 
2,164

 
2,114

Effect of dilutive Series E preferred shares
1,640

 
1,615

 
1,631

 
1,607

Adjusted weighted average shares outstanding-diluted Series C and Series E
82,309

 
78,150

 
80,577

 
78,058

Other financial information:
 
 
 
 
 
 
 
Straight-lined rental revenue
$
3,516

 
$
3,216

 
$
13,552

 
$
10,229

Dividends per common share
$
1.125

 
$
1.080

 
$
4.500

 
$
4.320


Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income for all periods.

The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO and FFOAA per share for the three months and year ended December 31, 2019 and 2018. Therefore, the additional common shares that would result from the conversion and



the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share for these periods.

Net Debt

Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. The Company's method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

EBITDAre

NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs (gain) associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.

Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

Adjusted EBITDA

Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, litigation settlement expense, the provision for loan losses, transaction costs and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount.

The Company's method of calculating Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDA is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered as an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.




Net Debt to Adjusted EBITDA Ratio

Net Debt to Adjusted EBITDA Ratio is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate our capital structure and the magnitude of our debt against our operating performance. The Company believes that investors commonly use versions of this ratio in a similar manner. In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating Net Debt to Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Reconciliations of debt and net income (both reported in accordance with GAAP) to Net Debt, EBITDAre, Adjusted EBITDA, and Net Debt to Adjusted EBITDA Ratio (each of which is a non-GAAP financial measure) are included in the following tables (unaudited, in thousands):
 
December 31,
 
2019
 
2018
Net Debt:
 
 
 
Debt
$
3,102,830

 
$
2,986,054

Deferred financing costs, net
37,165

 
33,941

Cash and cash equivalents
(528,763
)
 
(5,872
)
Net Debt
$
2,611,232

 
$
3,014,123

 
 
 
 
 
Three Months Ended December 31,
 
2019
 
2018
EBITDAre and Adjusted EBITDA:
 
 
 
Net income
$
36,297

 
$
54,031

Interest expense, net
34,907

 
33,515

Income tax (benefit) expense
(530
)
 
108

Depreciation and amortization
44,530

 
39,541

Gain on sale of real estate
(5,648
)
 
(349
)
Impairment charges
23,639

 
10,735

Costs associated with loan refinancing or payoff
43

 

Equity in loss from joint ventures
905

 
5

EBITDAre (for the quarter)
$
134,143

 
$
137,586

 
 
 
 
Severance expense
423

 
5,938

Transaction costs
5,784

 
1,583

Prepayment fees

 
(7,391
)
Adjusted EBITDA (for the quarter)
$
140,350

 
$
137,716

 
 
 
 
Adjusted EBITDA (1)
$
561,400

 
$
550,864

 
 
 
 
Net Debt/Adjusted EBITDA Ratio
4.7

 
5.5

 
 
 
 
(1) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income.




Total Investments

Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in direct financing leases, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total investments to total assets (computed in accordance with GAAP) is included in the following table (unaudited, in thousands):
 
December 31, 2019
 
December 31, 2018
Total Investments:
 
 
 
Real estate investments, net of accumulated depreciation
$
5,197,308

 
$
5,024,057

Add back accumulated depreciation on real estate investments
989,254

 
883,174

Land held for development
28,080

 
34,177

Property under development
36,756

 
287,546

Mortgage notes and related accrued interest receivable
357,391

 
517,467

Investment in direct financing leases, net

 
20,558

Investment in joint ventures
34,317

 
34,486

Intangible assets, gross (1)
57,385

 
51,414

Notes receivable and related accrued interest receivable, net (1)
14,026

 
5,445

Total investments
$
6,714,517

 
$
6,858,324

 
 
 
 
Total investments
$
6,714,517

 
$
6,858,324

Cash and cash equivalents
528,763

 
5,872

Restricted cash
2,677

 
12,635

Operating lease right-of-use assets
211,187

 

Accounts receivable
86,858

 
98,369

Less: accumulated depreciation on real estate investments
(989,254
)
 
(883,174
)
Less: accumulated amortization on intangible assets
(12,693
)
 
(8,923
)
Prepaid expenses and other current assets
35,456

 
48,287

Total assets
$
6,577,511

 
$
6,131,390

 
 
 
 
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
 
 
 
 
 
December 31, 2019
 
December 31, 2018
Intangible assets, gross
$
57,385

 
$
51,414

Less: accumulated amortization on intangible assets
(12,693
)
 
(8,923
)
Notes receivable and related accrued interest receivable, net
14,026

 
5,445

Prepaid expenses and other current assets
35,456

 
48,287

Total other assets
$
94,174

 
$
96,223

About EPR Properties
EPR Properties is a leading experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have over $6.7 billion in total investments across 44 states. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage, and the potential for higher growth and better yields. Further information is available at www.eprkc.com.





CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, expected dividend payments, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. In addition, references to our budgeted amounts and guidance are forward-looking statements. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. In particular, the anticipated gaming venue investment is subject to the parties' entry into definitive agreements, as well as the completion of confirmatory due diligence, and the closing of such transaction will be subject to customary closing conditions to be included in the definitive agreements, including regulatory approvals. There can be no assurances that definitive agreements will be entered into or that the investment will be consummated in the time presently expected, if at all. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
 
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.


EPR Properties
Brian Moriarty, 888-EPR-REIT
www.eprkc.com

(Back To Top)

Section 3: EX-99.2 (EARNINGS RELEASE PRESENTATION)

q42019earningscall
Fourth Quarter and Year End 2019 Earnings Call February 25, 2020


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


 
HEADLINES 1. Strategic Refocus Creates a Stronger Company 3


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


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


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


 
PORTFOLIO UPDATE 7


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


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


 
INVESTING STRATEGY 10


 
FINANCIAL REVIEW 11


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


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


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


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


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


 
CLOSING COMMENTS 17


 
EPR Properties 909 Walnut Street, Suite 200 Kansas City, MO 64106 www.eprkc.com 816-472-1700 [email protected]


 
(Back To Top)

Section 4: EX-99.3 (SUPPLEMENTAL OPERATING AND FINANCIAL DATA)

Exhibit
Exhibit 99.3


402946450_eprsupplementalcoverd1.jpg


                        
Supplemental Operating and Financial Data
Fourth Quarter and Year Ended December 31, 2019




TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
SECTION
 
 
 
 
 
 
 
PAGE
 
 
 
 
 
 
 
 
 
Company Profile
Investor Information
Selected Financial Information
Selected Balance Sheet Information
Selected Operating Data
Funds From Operations and Funds From Operations as Adjusted
Adjusted Funds From Operations
Capital Structure
Summary of Ratios
Summary of Mortgage Notes Receivable
Investment Spending and Disposition Summaries
Property Under Development - Investment Spending Estimates
Annualized Adjusted Revenue by Property Type
Lease Expirations
Top Ten Customers by Total Revenue
Net Asset Value (NAV) Components
Guidance
Definitions-Non-GAAP Financial Measures
Appendix-Reconciliation of Certain Non-GAAP Financial Measures


402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 2
 
 
 


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS


With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. In addition, references to our budgeted amounts and guidance are forward-looking statements. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. In particular, the anticipated gaming venue investment is subject to the parties' entry into definitive agreements, as well as the completion of confirmatory due diligence, and the closing of such transaction will be subject to customary closing conditions to be included in the definitive agreements, including regulatory approvals. There can be no assurances that definitive agreements will be entered into or that the investment will be consummated in the time presently expected, if at all. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 25 through 27 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 28 through 33.




402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 3
 
 
 


COMPANY PROFILE
THE COMPANY
 
COMPANY STRATEGY
EPR Properties ("EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997.
 
EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
 
 
Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.
 
Our strategic growth is focused on acquiring or developing experiential real estate venues which create value by facilitating out of home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. These are properties which make up the social infrastructure of society.
 
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
402946450_portfoliocompositionnew.jpg
 
 
As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
 
402946450_iptgraphic.jpg
 
 
 
 
 
BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
 
 
 
 
 
 
 
402946450_amc.jpg
 
402946450_topgolf.jpg
 
402946450_aquatopia.jpg
 
402946450_ski.jpg

402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 4
 
 
 


INVESTOR INFORMATION
 
 
 
SENIOR MANAGEMENT
 
 
 
Greg Silvers
 
Mark Peterson
President and Chief Executive Officer
 
Executive Vice President and Chief Financial Officer
 
 
 
Craig Evans
 
Greg Zimmerman
Executive Vice President, General Counsel and Secretary
 
Executive Vice President and Chief Investment Officer
 
 
 
Tonya Mater
 
Mike Hirons
Vice President and Chief Accounting Officer
 
Senior Vice President - Asset Management
 
 
 
COMPANY INFORMATION
 
 
 
CORPORATE HEADQUARTERS
 
TRADING SYMBOLS
909 Walnut Street, Suite 200
 
Common Stock:
Kansas City, MO 64106
 
EPR
888-EPR-REIT
 
Preferred Stock:
www.eprkc.com
 
EPR-PrC
 
 
EPR-PrE
STOCK EXCHANGE LISTING
 
EPR-PrG
New York Stock Exchange
 
 
EQUITY RESEARCH COVERAGE
 
 
 
Bank of America Merrill Lynch
Jeffrey Spector/Joshua Dennerlein
646-855-1363
Citi Global Markets
Michael Bilerman/Nick Joseph
212-816-4471
Janney Montgomery Scott
Rob Stevenson
646-840-3217
J.P. Morgan
Anthony Paolone/Nikita Bely
212-622-6682
Kansas City Capital Associates
Jonathan Braatz
816-932-8019
Keybanc Capital Markets
Jordan Sadler/Craig Mailman
917-368-2280
Ladenburg Thalmann
John Massocca
212-409-2056
Raymond James & Associates
Collin Mings
727-567-2585
RBC Capital Markets
Michael Carroll
440-715-2649
Stifel
Simon Yarmak
443-224-1345
SunTrust Robinson Humphrey
Ki Bin Kim
212-303-4124

EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 5
 
 
 


SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)

 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED DECEMBER 31,
 
YEAR ENDED DECEMBER 31,
Operating Information:
2019
 
2018
 
2019
 
2018
Revenue (1)
$
170,346

 
$
150,917

 
$
651,969

 
$
639,921

Net income available to common shareholders of EPR Properties
30,263

 
47,997

 
178,107

 
242,841

EBITDAre (2)
134,143

 
137,586

 
539,038

 
608,917

Adjusted EBITDA (2)
140,350

 
137,716

 
562,531

 
545,933

Interest expense, net (1)
34,914

 
33,584

 
142,002

 
135,870

Capitalized interest
273

 
2,669

 
5,326

 
9,904

Straight-lined rental revenue
3,516

 
3,216

 
13,552

 
10,229

Dividends declared on preferred shares
6,034

 
6,034

 
24,136

 
24,142

Dividends declared on common shares
88,269

 
80,292

 
346,216

 
321,119

General and administrative expense
10,831

 
12,165

 
46,371

 
48,889

 
 
 
 
 
 
 
 
 
DECEMBER 31,
 
 
 
 
Balance Sheet Information:
2019
 
2018
 
 
 
 
Total assets
$
6,577,511

 
$
6,131,390

 
 
 
 
Accumulated depreciation
989,254

 
883,174

 
 
 
 
Total assets before accumulated depreciation (gross assets)
7,566,765

 
7,014,564

 
 
 
 
Cash and cash equivalents
528,763

 
5,872

 
 
 
 
Debt
3,102,830

 
2,986,054

 
 
 
 
Deferred financing costs, net
37,165

 
33,941

 
 
 
 
Net debt (2)
2,611,232

 
3,014,123

 
 
 
 
Equity
3,005,805

 
2,865,023

 
 
 
 
Common shares outstanding
78,463

 
74,348

 
 
 
 
Total market capitalization (using EOP closing price)
8,524,889

 
8,145,652

 
 
 
 
Net debt/total market capitalization
31
%
 
37
%
 
 
 
 
Net debt/gross assets
35
%
 
43
%
 
 
 
 
Net debt/Adjusted EBITDA (3)
4.7

 
5.5

 
 
 
 
Adjusted net debt/Annualized adjusted EBITDA (2)(4)(5)
4.8

 
5.4

 
 
 
 
 
 
 
 
 
 
 
 
(1) Excludes discontinued operations.
(2) See pages 25 through 27 for definitions. See calculation as applicable on page 33.
(3) Adjusted EBITDA is for the quarter multiplied times four. See pages 25 through 27 for definitions. See calculation on page 33.
(4) Adjusted net debt is net debt less 40% times property under development. See pages 25 through 27 for definitions.
 
 
 
 
(5) Annualized adjusted EBITDA is adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 33 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 25 through 27 for definitions.

402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 6
 
 
 


SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
4TH QUARTER 2019
 
3ND QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
 
4TH QUARTER 2018
 
3RD QUARTER 2018
Real estate investments
 
$
6,186,562

 
$
6,558,790

 
$
6,553,052

 
$
5,992,707

 
$
5,907,231

 
$
5,740,235

Less: accumulated depreciation
 
(989,254
)
 
(989,480
)
 
(954,806
)
 
(920,409
)
 
(883,174
)
 
(848,280
)
Land held for development
 
28,080

 
28,080

 
28,080

 
28,080

 
34,177

 
31,076

Property under development
 
36,756

 
31,825

 
80,695

 
315,237

 
287,546

 
289,228

Operating lease right-of-use assets
 
211,187

 
219,459

 
220,758

 
211,299

 

 

Mortgage notes and related accrued interest receivable
 
357,391

 
413,695

 
550,131

 
527,627

 
517,467

 
572,700

Investment in direct financing leases, net
 

 
20,727

 
20,675

 
20,616

 
20,558

 
20,495

Investment in joint ventures
 
34,317

 
35,222

 
35,658

 
35,188

 
34,486

 
5,018

Cash and cash equivalents
 
528,763

 
115,839

 
6,927

 
11,116

 
5,872

 
74,153

Restricted cash
 
2,677

 
5,929

 
5,010

 
11,166

 
12,635

 
22,031

Accounts receivable
 
86,858

 
99,190

 
108,433

 
111,146

 
98,369

 
104,757

Other assets
 
94,174

 
94,014

 
92,042

 
87,458

 
96,223

 
102,657

Total assets
 
$
6,577,511

 
$
6,633,290

 
$
6,746,655

 
$
6,431,231

 
$
6,131,390

 
$
6,114,070

 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
122,939

 
$
121,351

 
$
126,015

 
$
117,746

 
$
168,463

 
$
138,829

Operating lease liabilities
 
235,650

 
244,358

 
245,372

 
235,612

 

 

Common dividends payable
 
29,424

 
29,340

 
29,084

 
28,306

 
26,765

 
26,761

Preferred dividends payable
 
6,034

 
6,034

 
6,034

 
6,034

 
6,034

 
6,036

Unearned rents and interest
 
74,829

 
89,797

 
78,629

 
85,012

 
79,051

 
90,287

Line of credit
 

 

 
240,000

 
70,000

 
30,000

 

Deferred financing costs, net
 
(37,165
)
 
(38,384
)
 
(31,957
)
 
(32,838
)
 
(33,941
)
 
(35,033
)
Other debt
 
3,139,995

 
3,139,995

 
3,008,580

 
3,008,580

 
2,989,995

 
2,989,995

Total liabilities
 
3,571,706

 
3,592,491

 
3,701,757

 
3,518,452

 
3,266,367

 
3,216,875

Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Common stock and additional paid-in-capital
 
3,835,674

 
3,815,278

 
3,759,032

 
3,597,916

 
3,505,266

 
3,497,055

Preferred stock at par value
 
148

 
148

 
148

 
148

 
148

 
148

Treasury stock
 
(147,435
)
 
(147,435
)
 
(147,143
)
 
(146,906
)
 
(130,728
)
 
(129,801
)
Accumulated other comprehensive income
 
7,275

 
4,659

 
5,174

 
8,397

 
12,085

 
19,246

Distributions in excess of net income
 
(689,857
)
 
(631,851
)
 
(572,313
)
 
(546,776
)
 
(521,748
)
 
(489,453
)
Total equity
 
3,005,805

 
3,040,799

 
3,044,898

 
2,912,779

 
2,865,023

 
2,897,195

Total liabilities and equity
 
$
6,577,511

 
$
6,633,290

 
$
6,746,655

 
$
6,431,231

 
$
6,131,390

 
$
6,114,070

 
 
 
 
 
 
 
 
 
 
 
 
 

402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 7
 
 
 


SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
 
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
 
4TH QUARTER 2018
 
3RD QUARTER 2018
Rental revenue
$
154,765

 
$
150,962

 
$
147,003

 
$
140,292

 
$
133,491

 
$
128,953

Other income
8,386

 
11,464

 
5,726

 
344

 
435

 
365

Mortgage and other financing income
7,195

 
6,930

 
9,011

 
9,891

 
16,991

 
31,675

Total revenue
170,346

 
169,356

 
161,740

 
150,527

 
150,917

 
160,993

 


 
 
 
 
 
 
 
 
 
 
Property operating expense
16,097

 
14,494

 
14,597

 
15,551

 
8,285

 
6,668

Other expense
10,173

 
11,403

 
8,091

 

 
325

 
118

General and administrative expense
10,831

 
11,600

 
12,230

 
11,710

 
12,165

 
11,424

Severance expense
423

 
1,521

 

 
420

 
5,938

 

Costs associated with loan refinancing or payoff

 
38,269

 

 

 

 

Interest expense, net
34,914

 
36,667

 
36,458

 
33,963

 
33,584

 
33,717

Transaction costs
5,784

 
5,959

 
6,923

 
5,123

 
1,583

 
1,101

Impairment charges
2,206

 

 

 

 
10,735

 

Depreciation and amortization
42,398

 
41,644

 
38,790

 
36,002

 
35,728

 
34,840

Income before equity in (loss) income from joint ventures and other items
47,520

 
7,799

 
44,651

 
47,758

 
42,574

 
73,125

Equity in (loss) income from joint ventures
(905
)
 
(435
)
 
470

 
489

 
(5
)
 
20

Gain (loss) on sale of real estate
3,717

 
845

 

 
(388
)
 
349

 
2,215

Gain on sale of investment in direct financing leases

 

 

 

 

 
5,514

Income tax benefit (expense)
530

 
600

 
1,300

 
605

 
(108
)
 
(515
)
Income from continuing operations
50,862

 
8,809

 
46,421

 
48,464

 
42,810

 
80,359

Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations before other items
4,937

 
11,736

 
10,399

 
10,169

 
11,221

 
11,474

Impairment on public charter school portfolio sale
(21,433
)
 

 

 

 

 

Gain on sale of real estate from discontinued operations
1,931

 
13,458

 
9,774

 
6,716

 

 

(Loss) income from discontinued operations
(14,565
)
 
25,194

 
20,173

 
16,885

 
11,221

 
11,474

Net income
36,297

 
34,003

 
66,594

 
65,349

 
54,031

 
91,833

Preferred dividend requirements
(6,034
)
 
(6,034
)
 
(6,034
)
 
(6,034
)
 
(6,034
)
 
(6,036
)
Net income available to common shareholders of EPR Properties
$
30,263

 
$
27,969

 
$
60,560

 
$
59,315

 
$
47,997

 
$
85,797

 
 
 
 
 
 
 
 
 
 
 
 

402946450_image5a07.jpg
 
 
Q4 2019 Supplemental
Page 8
 
 
 


FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1):
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
 
4TH QUARTER 2018
 
3RD QUARTER 2018
Net income available to common shareholders of EPR Properties
 
$
30,263

 
$
27,969

 
$
60,560

 
$
59,315

 
$
47,997

 
$
85,797

Gain on sale of real estate
 
(5,648
)
 
(14,303
)
 
(9,774
)
 
(6,328
)
 
(349
)
 
(2,215
)
Gain on sale of investment in direct financing leases
 

 

 

 

 

 
(5,514
)
Impairment charges
 
23,639

 

 

 

 
10,735

 

Real estate depreciation and amortization
 
44,242

 
44,863

 
42,098

 
39,514

 
39,297

 
38,388

Allocated share of joint venture depreciation
 
551

 
553

 
554

 
555

 
56

 
54

FFO available to common shareholders of EPR Properties
 
$
93,047

 
$
59,082

 
$
93,438

 
$
93,056

 
$
97,736

 
$
116,510

FFO available to common shareholders of EPR Properties
 
$
93,047

 
$
59,082

 
$
93,438

 
$
93,056

 
$
97,736

 
$
116,510

Add: Preferred dividends for Series C preferred shares
 
1,937

 

 
1,939

 
1,939

 
1,939

 
1,940

Add: Preferred dividends for Series E preferred shares
 
1,939