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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EPR Properties | NYSE:EPR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.09 | -0.22% | 40.50 | 236 | 10:13:52 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Maryland
|
|
43-1790877
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
||
909 Walnut Street,
|
Suite 200
|
|
|
Kansas City,
|
Missouri
|
|
64106
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code:
|
(816)
|
472-1700
|
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
|
•
|
Risks associated with the current outbreak of the novel coronavirus, or COVID-19, or the future outbreak of any other highly infectious or contagious diseases;
|
•
|
Global economic uncertainty and disruptions in financial markets;
|
•
|
Reduction in discretionary spending by consumers;
|
•
|
Adverse changes in our credit ratings;
|
•
|
Fluctuations in interest rates;
|
•
|
Defaults in the performance of lease terms by our tenants;
|
•
|
Defaults by our customers and counterparties on their obligations owed to us;
|
•
|
A borrower's bankruptcy or default;
|
•
|
Our ability to renew maturing leases on terms comparable to prior leases and/or our ability to locate substitute lessees for these properties on economically favorable terms;
|
•
|
Risks of operating in the experiential real estate industry;
|
•
|
Our ability to compete effectively;
|
•
|
Risks associated with three tenants representing a substantial portion of our lease revenues;
|
•
|
The ability of our build-to-suit tenants to achieve sufficient operating results within expected time-frames and therefore have capacity to pay their agreed upon rent;
|
•
|
Risks associated with our dependence on third-party managers to operate certain of our experiential lodging properties;
|
•
|
Risks associated with our level of indebtedness;
|
•
|
Risks associated with use of leverage to acquire properties;
|
•
|
Financing arrangements that require lump-sum payments;
|
•
|
Our ability to raise capital;
|
•
|
Covenants in our debt instruments that limit our ability to take certain actions;
|
•
|
The concentration and lack of diversification of our investment portfolio;
|
•
|
Our continued qualification as a real estate investment trust for U.S. federal income tax purposes and related tax matters;
|
•
|
The ability of our subsidiaries to satisfy their obligations;
|
•
|
Financing arrangements that expose us to funding and completion risks;
|
•
|
Our reliance on a limited number of employees, the loss of which could harm operations;
|
•
|
Risks associated with the employment of personnel by managers of our experiential lodging properties;
|
•
|
Risks associated with the gaming industry;
|
•
|
Risks associated with gaming and other regulatory authorities;
|
•
|
Delays or prohibitions of transfers of gaming properties due to required regulatory approvals;
|
•
|
Risks associated with security breaches and other disruptions;
|
•
|
Changes in accounting standards that may adversely affect our financial statements;
|
•
|
Fluctuations in the value of real estate income and investments;
|
•
|
Risks relating to real estate ownership, leasing and development, including local conditions such as an
|
•
|
Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
|
•
|
Risks involved in joint ventures;
|
•
|
Risks in leasing multi-tenant properties;
|
•
|
A failure to comply with the Americans with Disabilities Act or other laws;
|
•
|
Risks of environmental liability;
|
•
|
Risks associated with the relatively illiquid nature of our real estate investments;
|
•
|
Risks with owning assets in foreign countries;
|
•
|
Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by weather conditions, climate change and natural disasters;
|
•
|
Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
|
•
|
Our ability to pay dividends in cash or at current rates;
|
•
|
Fluctuations in the market prices for our shares;
|
•
|
Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
|
•
|
Policy changes obtained without the approval of our shareholders;
|
•
|
Equity issuances that could dilute the value of our shares;
|
•
|
Future offerings of debt or equity securities, which may rank senior to our common shares;
|
•
|
Risks associated with changes in foreign exchange rates; and
|
•
|
Changes in laws and regulations, including tax laws and regulations.
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
|
Financial Statements
|
|
|
Item 2.
|
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3.
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 4.
|
|
Controls and Procedures
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
|
Legal Proceedings
|
|
|
Item 1A.
|
|
Risk Factors
|
|
|
Item 2.
|
|
Unregistered Sale of Equity Securities and Use of Proceeds
|
|
|
Item 3.
|
|
Defaults Upon Senior Securities
|
|
|
Item 4.
|
|
Mine Safety Disclosures
|
|
|
Item 5.
|
|
Other Information
|
|
|
Item 6.
|
|
Exhibits
|
EPR PROPERTIES
Consolidated Balance Sheets
(Dollars in thousands except share data)
|
|||||||
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Real estate investments, net of accumulated depreciation of $1,034,771 and $989,254 at June 30, 2020 and December 31, 2019, respectively
|
$
|
5,110,059
|
|
|
$
|
5,197,308
|
|
Land held for development
|
26,244
|
|
|
28,080
|
|
||
Property under development
|
39,039
|
|
|
36,756
|
|
||
Operating lease right-of-use assets
|
189,058
|
|
|
211,187
|
|
||
Mortgage notes and related accrued interest receivable
|
357,668
|
|
|
357,391
|
|
||
Investment in joint ventures
|
28,925
|
|
|
34,317
|
|
||
Cash and cash equivalents
|
1,006,981
|
|
|
528,763
|
|
||
Restricted cash
|
2,615
|
|
|
2,677
|
|
||
Accounts receivable
|
134,774
|
|
|
86,858
|
|
||
Other assets
|
107,615
|
|
|
94,174
|
|
||
Total assets
|
$
|
7,002,978
|
|
|
$
|
6,577,511
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
96,454
|
|
|
$
|
122,939
|
|
Operating lease liabilities
|
229,030
|
|
|
235,650
|
|
||
Common dividends payable
|
19
|
|
|
29,424
|
|
||
Preferred dividends payable
|
6,034
|
|
|
6,034
|
|
||
Unearned rents and interest
|
81,096
|
|
|
74,829
|
|
||
Debt
|
3,854,088
|
|
|
3,102,830
|
|
||
Total liabilities
|
4,266,721
|
|
|
3,571,706
|
|
||
Equity:
|
|
|
|
||||
Common Shares, $.01 par value; 100,000,000 shares authorized; and 81,903,786 and 81,588,489 shares issued at June 30, 2020 and December 31, 2019, respectively
|
819
|
|
|
816
|
|
||
Preferred Shares, $.01 par value; 25,000,000 shares authorized:
|
|
|
|
||||
5,394,050 Series C convertible shares issued at June 30, 2020 and December 31, 2019; liquidation preference of $134,851,250
|
54
|
|
|
54
|
|
||
3,447,381 Series E convertible shares issued at June 30, 2020 and December 31, 2019; liquidation preference of $86,184,525
|
34
|
|
|
34
|
|
||
6,000,000 Series G shares issued at June 30, 2020 and December 31, 2019; liquidation preference of $150,000,000
|
60
|
|
|
60
|
|
||
Additional paid-in-capital
|
3,848,984
|
|
|
3,834,858
|
|
||
Treasury shares at cost: 7,290,948 and 3,125,569 common shares at June 30, 2020 and December 31, 2019, respectively
|
(260,351
|
)
|
|
(147,435
|
)
|
||
Accumulated other comprehensive income
|
(4,331
|
)
|
|
7,275
|
|
||
Distributions in excess of net income
|
(849,012
|
)
|
|
(689,857
|
)
|
||
Total equity
|
$
|
2,736,257
|
|
|
$
|
3,005,805
|
|
Total liabilities and equity
|
$
|
7,002,978
|
|
|
$
|
6,577,511
|
|
EPR PROPERTIES
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income
(Unaudited)
(Dollars in thousands except per share data)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Rental revenue
|
$
|
97,531
|
|
|
$
|
147,003
|
|
|
$
|
232,574
|
|
|
$
|
287,295
|
|
Other income
|
416
|
|
|
5,726
|
|
|
7,989
|
|
|
6,070
|
|
||||
Mortgage and other financing income
|
8,413
|
|
|
9,011
|
|
|
16,809
|
|
|
18,902
|
|
||||
Total revenue
|
106,360
|
|
|
161,740
|
|
|
257,372
|
|
|
312,267
|
|
||||
Property operating expense
|
15,329
|
|
|
14,597
|
|
|
28,422
|
|
|
30,148
|
|
||||
Other expense
|
2,798
|
|
|
8,091
|
|
|
12,332
|
|
|
8,091
|
|
||||
General and administrative expense
|
10,432
|
|
|
12,230
|
|
|
21,420
|
|
|
23,940
|
|
||||
Severance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
420
|
|
||||
Costs associated with loan refinancing or payoff
|
820
|
|
|
—
|
|
|
820
|
|
|
—
|
|
||||
Interest expense, net
|
38,340
|
|
|
36,458
|
|
|
73,093
|
|
|
70,421
|
|
||||
Transaction costs
|
771
|
|
|
6,923
|
|
|
1,846
|
|
|
12,046
|
|
||||
Credit loss expense
|
3,484
|
|
|
—
|
|
|
4,676
|
|
|
—
|
|
||||
Impairment charges
|
51,264
|
|
|
—
|
|
|
51,264
|
|
|
—
|
|
||||
Depreciation and amortization
|
42,450
|
|
|
38,790
|
|
|
86,260
|
|
|
74,792
|
|
||||
(Loss) income before equity in (loss) income from joint ventures, other items and discontinued operations
|
(59,328
|
)
|
|
44,651
|
|
|
(22,761
|
)
|
|
92,409
|
|
||||
Equity in (loss) income from joint ventures
|
(1,724
|
)
|
|
470
|
|
|
(2,144
|
)
|
|
959
|
|
||||
Impairment charges on joint ventures
|
(3,247
|
)
|
|
—
|
|
|
(3,247
|
)
|
|
—
|
|
||||
Gain (loss) on sale of real estate
|
22
|
|
|
—
|
|
|
242
|
|
|
(388
|
)
|
||||
(Loss) income before income taxes
|
(64,277
|
)
|
|
45,121
|
|
|
(27,910
|
)
|
|
92,980
|
|
||||
Income tax benefit
|
1,312
|
|
|
1,300
|
|
|
2,063
|
|
|
1,905
|
|
||||
(Loss) income from continuing operations
|
$
|
(62,965
|
)
|
|
$
|
46,421
|
|
|
$
|
(25,847
|
)
|
|
$
|
94,885
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations before other items
|
—
|
|
|
10,399
|
|
|
—
|
|
|
20,568
|
|
||||
Gain on sale of real estate from discontinued operations
|
—
|
|
|
9,774
|
|
|
—
|
|
|
16,490
|
|
||||
Income from discontinued operations
|
—
|
|
|
20,173
|
|
|
—
|
|
|
37,058
|
|
||||
Net (loss) income
|
(62,965
|
)
|
|
66,594
|
|
|
(25,847
|
)
|
|
131,943
|
|
||||
Preferred dividend requirements
|
(6,034
|
)
|
|
(6,034
|
)
|
|
(12,068
|
)
|
|
(12,068
|
)
|
||||
Net (loss) income available to common shareholders of EPR Properties
|
$
|
(68,999
|
)
|
|
$
|
60,560
|
|
|
$
|
(37,915
|
)
|
|
$
|
119,875
|
|
Net (loss) income available to common shareholders of EPR Properties per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.90
|
)
|
|
$
|
0.53
|
|
|
$
|
(0.49
|
)
|
|
$
|
1.10
|
|
Discontinued operations
|
—
|
|
|
0.27
|
|
|
—
|
|
|
0.49
|
|
||||
Basic
|
$
|
(0.90
|
)
|
|
$
|
0.80
|
|
|
$
|
(0.49
|
)
|
|
$
|
1.59
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.90
|
)
|
|
$
|
0.53
|
|
|
$
|
(0.49
|
)
|
|
$
|
1.10
|
|
Discontinued operations
|
—
|
|
|
0.26
|
|
|
—
|
|
|
0.49
|
|
||||
Diluted
|
$
|
(0.90
|
)
|
|
$
|
0.79
|
|
|
$
|
(0.49
|
)
|
|
$
|
1.59
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
76,310
|
|
|
76,164
|
|
|
77,388
|
|
|
75,426
|
|
||||
Diluted
|
76,310
|
|
|
76,199
|
|
|
77,388
|
|
|
75,467
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(62,965
|
)
|
|
$
|
66,594
|
|
|
$
|
(25,847
|
)
|
|
$
|
131,943
|
|
Foreign currency translation adjustment
|
7,284
|
|
|
3,972
|
|
|
(9,211
|
)
|
|
7,782
|
|
||||
Change in net unrealized loss on derivatives
|
(6,326
|
)
|
|
(7,195
|
)
|
|
(2,395
|
)
|
|
(14,693
|
)
|
||||
Comprehensive (loss) income attributable to EPR Properties
|
$
|
(62,007
|
)
|
|
$
|
63,371
|
|
|
$
|
(37,453
|
)
|
|
$
|
125,032
|
|
|
EPR Properties Shareholders’ Equity
|
|
|
||||||||||||||||||||||||||||||
|
Common Stock
|
|
Preferred Stock
|
|
Additional
paid-in capital |
|
Treasury
shares |
|
Accumulated
other comprehensive income (loss) |
|
Distributions
in excess of net income |
|
Total
|
||||||||||||||||||||
Continued from previous page.
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
||||||||||||||||||||||||
Balance at December 31, 2019
|
81,588,489
|
|
|
$
|
816
|
|
|
14,841,431
|
|
|
$
|
148
|
|
|
$
|
3,834,858
|
|
|
$
|
(147,435
|
)
|
|
$
|
7,275
|
|
|
$
|
(689,857
|
)
|
|
$
|
3,005,805
|
|
Issuance of nonvested shares, net of cancellations
|
211,549
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
6,221
|
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
6,133
|
|
|||||||
Purchase of common shares for vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,769
|
)
|
|
—
|
|
|
—
|
|
|
(6,769
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,509
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,495
|
)
|
|
—
|
|
|
(16,495
|
)
|
|||||||
Change in unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,931
|
|
|
—
|
|
|
3,931
|
|
|||||||
Credit loss expense for implementation of Current Expected Credit Loss standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,163
|
)
|
|
(2,163
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,118
|
|
|
37,118
|
|
|||||||
Issuances of common shares
|
10,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|||||||
Stock option exercises, net
|
1,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends to common shareholders ($1.1325 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,996
|
)
|
|
(88,996
|
)
|
|||||||
Dividends to Series C preferred shareholders ($0.359375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|
(1,939
|
)
|
|||||||
Dividends to Series E preferred shareholders ($0.5625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|
(1,939
|
)
|
|||||||
Dividends to Series G preferred shareholders ($0.359375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,156
|
)
|
|
(2,156
|
)
|
|||||||
Balance at March 31, 2020
|
81,811,816
|
|
|
$
|
818
|
|
|
14,841,431
|
|
|
$
|
148
|
|
|
$
|
3,845,093
|
|
|
$
|
(154,357
|
)
|
|
$
|
(5,289
|
)
|
|
$
|
(749,932
|
)
|
|
$
|
2,936,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Restricted share units issued to Trustees
|
74,767
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,463
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,284
|
|
|
—
|
|
|
7,284
|
|
|||||||
Change in unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,326
|
)
|
|
—
|
|
|
(6,326
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,965
|
)
|
|
(62,965
|
)
|
|||||||
Issuances of common shares
|
17,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|||||||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,994
|
)
|
|
—
|
|
|
—
|
|
|
(105,994
|
)
|
|||||||
Dividend equivalents accrued on performance shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||||||
Dividends to common shareholders ($0.3825 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,062
|
)
|
|
(30,062
|
)
|
|||||||
Dividends to Series C preferred shareholders ($0.359375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|
(1,939
|
)
|
|||||||
Dividends to Series E preferred shareholders ($0.5625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,939
|
)
|
|
(1,939
|
)
|
|||||||
Dividends to Series G preferred shareholders ($0.359375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,156
|
)
|
|
(2,156
|
)
|
|||||||
Balance at June 30, 2020
|
81,903,786
|
|
|
$
|
819
|
|
|
14,841,431
|
|
|
$
|
148
|
|
|
$
|
3,848,984
|
|
|
$
|
(260,351
|
)
|
|
$
|
(4,331
|
)
|
|
$
|
(849,012
|
)
|
|
$
|
2,736,257
|
|
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(25,847
|
)
|
|
$
|
131,943
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Impairment charges
|
51,264
|
|
|
—
|
|
||
Impairment charges on joint ventures
|
3,247
|
|
|
—
|
|
||
Gain on sale of real estate
|
(242
|
)
|
|
(16,102
|
)
|
||
Deferred income tax benefit
|
(2,789
|
)
|
|
(2,284
|
)
|
||
Costs associated with loan refinancing or payoff
|
820
|
|
|
—
|
|
||
Equity in loss (income) from joint ventures
|
2,144
|
|
|
(959
|
)
|
||
Distributions from joint ventures
|
—
|
|
|
112
|
|
||
Credit loss expense
|
4,676
|
|
|
—
|
|
||
Depreciation and amortization
|
86,260
|
|
|
82,098
|
|
||
Amortization of deferred financing costs
|
3,285
|
|
|
3,019
|
|
||
Amortization of above/below market leases and tenant allowances, net
|
(260
|
)
|
|
(117
|
)
|
||
Share-based compensation expense to management and Trustees
|
6,972
|
|
|
6,563
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Operating lease assets and liabilities
|
560
|
|
|
(290
|
)
|
||
Mortgage notes accrued interest receivable
|
(3,125
|
)
|
|
(1,544
|
)
|
||
Accounts receivable
|
(48,014
|
)
|
|
12,435
|
|
||
Direct financing leases receivable
|
—
|
|
|
(117
|
)
|
||
Other assets
|
(5,273
|
)
|
|
(5,434
|
)
|
||
Accounts payable and accrued liabilities
|
(20,072
|
)
|
|
50
|
|
||
Unearned rents and interest
|
3,807
|
|
|
383
|
|
||
Net cash provided by operating activities
|
57,413
|
|
|
209,756
|
|
||
Investing activities:
|
|
|
|
||||
Acquisition of and investments in real estate and other assets
|
(28,585
|
)
|
|
(418,114
|
)
|
||
Proceeds from sale of real estate
|
3,839
|
|
|
95,958
|
|
||
Investment in unconsolidated joint ventures
|
—
|
|
|
(325
|
)
|
||
Investment in mortgage notes receivable
|
(3,667
|
)
|
|
(33,074
|
)
|
||
Proceeds from mortgage notes receivable paydowns
|
94
|
|
|
1,954
|
|
||
Investment in promissory notes receivable
|
—
|
|
|
(9,068
|
)
|
||
Proceeds from promissory note receivable paydown
|
69
|
|
|
3,574
|
|
||
Additions to properties under development
|
(24,728
|
)
|
|
(102,101
|
)
|
||
Net cash used by investing activities
|
(52,978
|
)
|
|
(461,196
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from debt facilities and senior unsecured notes
|
750,000
|
|
|
422,000
|
|
||
Principal payments on debt
|
—
|
|
|
(218,150
|
)
|
||
Deferred financing fees paid
|
(2,859
|
)
|
|
(276
|
)
|
||
Costs associated with loan refinancing or payoff
|
(820
|
)
|
|
—
|
|
||
Net proceeds from issuance of common shares
|
713
|
|
|
231,407
|
|
||
Impact of stock option exercises, net
|
—
|
|
|
(732
|
)
|
||
Purchase of common shares for treasury for vesting
|
(6,769
|
)
|
|
(9,499
|
)
|
||
Purchase of common shares under share repurchase program
|
(105,994
|
)
|
|
—
|
|
||
Dividends paid to shareholders
|
(160,392
|
)
|
|
(179,989
|
)
|
||
Net cash provided by financing activities
|
473,879
|
|
|
244,761
|
|
||
Effect of exchange rate changes on cash
|
(158
|
)
|
|
109
|
|
||
Net change in cash and cash equivalents and restricted cash
|
478,156
|
|
|
(6,570
|
)
|
||
Cash and cash equivalents and restricted cash at beginning of the period
|
531,440
|
|
|
18,507
|
|
||
Cash and cash equivalents and restricted cash at end of the period
|
$
|
1,009,596
|
|
|
$
|
11,937
|
|
Supplemental information continued on next page.
|
|
|
|
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
|
|||||||
Continued from previous page
|
|
|
|
||||
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Reconciliation of cash and cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents at beginning of the period
|
$
|
528,763
|
|
|
$
|
5,872
|
|
Restricted cash at beginning of the period
|
2,677
|
|
|
12,635
|
|
||
Cash and cash equivalents and restricted cash at beginning of the period
|
$
|
531,440
|
|
|
$
|
18,507
|
|
|
|
|
|
||||
Cash and cash equivalents at end of the period
|
$
|
1,006,981
|
|
|
$
|
6,927
|
|
Restricted cash at end of the period
|
2,615
|
|
|
5,010
|
|
||
Cash and cash equivalents and restricted cash at end of the period
|
$
|
1,009,596
|
|
|
$
|
11,937
|
|
|
|
|
|
||||
Supplemental schedule of non-cash activity:
|
|
|
|
||||
Transfer of property under development to real estate investments
|
$
|
20,089
|
|
|
$
|
282,275
|
|
Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses
|
$
|
19,956
|
|
|
$
|
17,590
|
|
Credit loss expense related to adoption of ASC Topic 326
|
$
|
2,163
|
|
|
$
|
—
|
|
Amounts related to adoption of ASC Topic 842:
|
|
|
|
||||
Operating lease right-of-use assets
|
$
|
—
|
|
|
$
|
227,355
|
|
Operating lease liabilities
|
$
|
—
|
|
|
$
|
251,934
|
|
Sub-lessor straight-line rent receivable
|
$
|
—
|
|
|
$
|
24,454
|
|
Acquisition of real estate in exchange for assumption of debt at fair value
|
$
|
—
|
|
|
$
|
14,000
|
|
Assumption of debt
|
$
|
—
|
|
|
$
|
18,585
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
72,096
|
|
|
$
|
70,954
|
|
Cash paid during the period for income taxes
|
$
|
497
|
|
|
$
|
1,066
|
|
Interest cost capitalized
|
$
|
504
|
|
|
$
|
4,667
|
|
Change in accrued capital expenditures
|
$
|
(9,576
|
)
|
|
$
|
8,854
|
|
•
|
The Company recognized straight-line write-offs totaling $13.0 million, which were comprised of $5.0 million of straight-line accounts receivable and $8.0 million of sub-lessor ground lease straight-line accounts receivable. Straight-line rental revenue, net of write-offs, was a reduction to total rental revenue of $7.5 million for the six months ended June 30, 2020.
|
•
|
The Company increased its expected credit losses by $4.7 million from its implementation estimate of $2.2 million. This increase was primarily the result of increased fundings and the economic uncertainty and the rapidly changing environment surrounding the COVID-19 pandemic.
|
•
|
The Company reduced rental revenue by $4.9 million due to contractual rent abatements and $3.8 million for rent concessions for certain of its tenants due to COVID-19.
|
•
|
The Company deferred approximately $60.0 million of amounts due from tenants and $3.5 million due from borrowers that were booked as receivables and approximately $41.0 million of amounts due from tenants that were not booked as receivables as the full amounts were not deemed probable of collection as a result of COVID-19 pandemic. The amounts not booked as receivables remain obligations of the tenants and will be recognized as revenue when received. The repayment terms for all of these deferments vary by tenant or borrower and several are still being negotiated.
|
•
|
For the six months ended June 30, 2020, the Company recognized revenue from American-Multi Cinema, Inc. (AMC) as well as several smaller tenants on a cash basis. See Note 18 for additional details on the agreements entered into with AMC on July 31, 2020.
|
•
|
The Company recognized $51.3 million in impairment charges during the three and six months ended June 30, 2020, which was comprised of $36.3 million of impairments of real estate investments, and $15.0 million of impairments of operating lease right-of-use assets.
|
•
|
The Company recognized impairment charges on joint ventures of $3.2 million related to its equity investments in three theatres projects located in China.
|
•
|
On March 20, 2020, the Company borrowed $750.0 million under its unsecured revolving credit facility as a precautionary measure to increase the Company's cash position and preserve financial flexibility given the global uncertainty caused by the COVID-19 pandemic.
|
|
Six Months Ended June 30,
|
||||||||||
|
2020
|
|
2019
|
||||||||
|
Total Revenue
|
% of Company's Total Revenue
|
|
Total Revenue
|
% of Company's Total Revenue
|
||||||
Topgolf
|
$
|
40,129
|
|
15.6
|
%
|
|
$
|
37,719
|
|
11.1
|
%
|
Regal
|
39,099
|
|
15.2
|
%
|
|
32,620
|
|
9.6
|
%
|
||
AMC
|
22,144
|
|
8.6
|
%
|
|
61,364
|
|
18.0
|
%
|
||
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Buildings and improvements
|
$
|
4,709,211
|
|
|
$
|
4,747,101
|
|
Furniture, fixtures & equipment
|
121,913
|
|
|
123,239
|
|
||
Land
|
1,287,656
|
|
|
1,290,181
|
|
||
Leasehold interests
|
26,050
|
|
|
26,041
|
|
||
|
6,144,830
|
|
|
6,186,562
|
|
||
Accumulated depreciation
|
(1,034,771
|
)
|
|
(989,254
|
)
|
||
Total
|
$
|
5,110,059
|
|
|
$
|
5,197,308
|
|
|
|
|
|
Outstanding principal amount of mortgage
|
Carrying amount as of
|
Unfunded commitments
|
||||||||||
Description
|
Year of Origination
|
Interest Rate
|
Maturity Date
|
June 30, 2020
|
December 31, 2019 (1)
|
June 30, 2020
|
||||||||||
Attraction property Powells Point, North Carolina
|
2019
|
7.75
|
%
|
6/30/2025
|
$
|
27,423
|
|
$
|
26,480
|
|
$
|
27,423
|
|
$
|
—
|
|
Fitness & wellness property Omaha, Nebraska
|
2017
|
7.85
|
%
|
1/3/2027
|
10,905
|
|
11,002
|
|
10,977
|
|
—
|
|
||||
Fitness & wellness property Merriam, Kansas
|
2019
|
7.55
|
%
|
7/31/2029
|
8,384
|
|
8,515
|
|
5,985
|
|
707
|
|
||||
Ski property Girdwood, Alaska
|
2019
|
8.25
|
%
|
12/31/2029
|
37,000
|
|
36,975
|
|
37,000
|
|
20,000
|
|
||||
Fitness & wellness property Omaha, Nebraska
|
2016
|
7.85
|
%
|
6/30/2030
|
5,773
|
|
5,889
|
|
5,803
|
|
5,145
|
|
||||
Experiential lodging property Nashville, Tennessee
|
2019
|
6.99
|
%
|
9/30/2031
|
71,223
|
|
68,311
|
|
70,396
|
|
—
|
|
||||
Eat & play property Austin, Texas
|
2012
|
11.31
|
%
|
6/1/2033
|
11,488
|
|
11,814
|
|
11,582
|
|
—
|
|
||||
Ski property West Dover and Wilmington, Vermont
|
2007
|
11.78
|
%
|
12/1/2034
|
51,050
|
|
51,023
|
|
51,050
|
|
—
|
|
||||
Four ski properties Ohio and Pennsylvania
|
2007
|
10.75
|
%
|
12/1/2034
|
37,562
|
|
37,392
|
|
37,562
|
|
—
|
|
||||
Ski property Chesterland, Ohio
|
2012
|
11.21
|
%
|
12/1/2034
|
4,550
|
|
4,367
|
|
4,550
|
|
—
|
|
||||
Ski property Hunter, New York
|
2016
|
8.57
|
%
|
1/5/2036
|
21,000
|
|
20,999
|
|
21,000
|
|
—
|
|
||||
Eat & play property Midvale, Utah
|
2015
|
10.25
|
%
|
5/31/2036
|
17,505
|
|
17,952
|
|
17,505
|
|
—
|
|
||||
Eat & play property West Chester, Ohio
|
2015
|
9.75
|
%
|
8/1/2036
|
18,068
|
|
18,498
|
|
18,068
|
|
—
|
|
||||
Private school property Mableton, Georgia
|
2017
|
9.02
|
%
|
4/30/2037
|
4,674
|
|
5,055
|
|
5,048
|
|
—
|
|
||||
Fitness & wellness property Fort Collins, Colorado
|
2018
|
7.85
|
%
|
1/31/2038
|
10,292
|
|
10,235
|
|
10,360
|
|
—
|
|
||||
Early childhood education center Lake Mary, Florida
|
2019
|
7.87
|
%
|
5/9/2039
|
4,200
|
|
4,304
|
|
4,258
|
|
—
|
|
||||
Eat & play property Eugene, Oregon
|
2019
|
8.13
|
%
|
6/17/2039
|
14,700
|
|
14,799
|
|
14,800
|
|
—
|
|
||||
Early childhood education center Lithia, Florida
|
2017
|
8.25
|
%
|
10/31/2039
|
3,959
|
|
4,058
|
|
4,024
|
|
—
|
|
||||
|
|
|
|
$
|
359,756
|
|
$
|
357,668
|
|
$
|
357,391
|
|
$
|
25,852
|
|
|
Mortgage notes receivable
|
Unfunded commitments
|
Notes receivable
|
Total
|
||||||||
Allowance for credit losses at January 1, 2020
|
$
|
2,000
|
|
$
|
114
|
|
$
|
49
|
|
$
|
2,163
|
|
Credit loss expense
|
4,422
|
|
73
|
|
181
|
|
4,676
|
|
||||
Charge-offs
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Recoveries
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Allowance for credit losses
|
$
|
6,422
|
|
$
|
187
|
|
$
|
230
|
|
$
|
6,839
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Receivable from tenants
|
$
|
68,254
|
|
|
$
|
11,373
|
|
Receivable from non-tenants
|
816
|
|
|
2,103
|
|
||
Straight-line rent receivable
|
65,704
|
|
|
73,382
|
|
||
Total
|
$
|
134,774
|
|
|
$
|
86,858
|
|
Fixed rate
|
|
Notional Amount (in millions)
|
|
Index
|
|
Maturity
|
||
3.7950%
|
(1)
|
$
|
116.7
|
|
|
USD LIBOR
|
|
February 7, 2022
|
3.8075%
|
(1)
|
116.7
|
|
|
USD LIBOR
|
|
February 7, 2022
|
|
3.8080%
|
(1)
|
116.6
|
|
|
USD LIBOR
|
|
February 7, 2022
|
|
3.9950%
|
(1)
|
50.0
|
|
|
USD LIBOR
|
|
February 7, 2022
|
|
Total
|
|
$
|
400.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1.3925%
|
|
25.0
|
|
|
USD LIBOR
|
|
September 30, 2024
|
|
Total
|
|
$
|
25.0
|
|
|
|
|
|
Fixed rate
|
|
Notional Amount (in millions, CAD)
|
|
Maturity
|
||
$1.32 CAD per USD
|
|
$
|
100.0
|
|
|
July 1, 2023
|
$1.32 CAD per USD
|
|
100.0
|
|
|
July 1, 2023
|
|
Total
|
|
$
|
200.0
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
Income
(numerator)
|
|
Shares
(denominator)
|
|
Per Share
Amount
|
|
Income
(numerator) |
|
Shares
(denominator) |
|
Per Share
Amount |
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(62,965
|
)
|
|
|
|
|
|
$
|
(25,847
|
)
|
|
|
|
|
||||||
Less: preferred dividend requirements
|
(6,034
|
)
|
|
|
|
|
|
(12,068
|
)
|
|
|
|
|
||||||||
Net loss available to common shareholders
|
$
|
(68,999
|
)
|
|
76,310
|
|
|
$
|
(0.90
|
)
|
|
$
|
(37,915
|
)
|
|
77,388
|
|
|
$
|
(0.49
|
)
|
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss available to common shareholders
|
$
|
(68,999
|
)
|
|
76,310
|
|
|
|
|
$
|
(37,915
|
)
|
|
77,388
|
|
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share options
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Net loss available to common shareholders
|
$
|
(68,999
|
)
|
|
76,310
|
|
|
$
|
(0.90
|
)
|
|
$
|
(37,915
|
)
|
|
77,388
|
|
|
$
|
(0.49
|
)
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
Income
(numerator) |
|
Shares
(denominator) |
|
Per Share
Amount |
|
Income
(numerator) |
|
Shares
(denominator) |
|
Per Share
Amount |
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
46,421
|
|
|
|
|
|
|
$
|
94,885
|
|
|
|
|
|
||||||
Less: preferred dividend requirements
|
(6,034
|
)
|
|
|
|
|
|
(12,068
|
)
|
|
|
|
|
||||||||
Income from continuing operations available to common shareholders
|
$
|
40,387
|
|
|
76,164
|
|
|
$
|
0.53
|
|
|
$
|
82,817
|
|
|
75,426
|
|
|
$
|
1.10
|
|
Income from discontinued operations available to common shareholders
|
$
|
20,173
|
|
|
76,164
|
|
|
$
|
0.27
|
|
|
$
|
37,058
|
|
|
75,426
|
|
|
$
|
0.49
|
|
Net income available to common shareholders
|
$
|
60,560
|
|
|
76,164
|
|
|
$
|
0.80
|
|
|
$
|
119,875
|
|
|
75,426
|
|
|
$
|
1.59
|
|
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations available to common shareholders
|
$
|
40,387
|
|
|
76,164
|
|
|
|
|
$
|
82,817
|
|
|
75,426
|
|
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share options
|
—
|
|
|
35
|
|
|
|
|
—
|
|
|
41
|
|
|
|
||||||
Income from continuing operations available to common shareholders
|
$
|
40,387
|
|
|
76,199
|
|
|
$
|
0.53
|
|
|
$
|
82,817
|
|
|
75,467
|
|
|
$
|
1.10
|
|
Income from discontinued operations available to common shareholders
|
$
|
20,173
|
|
|
76,199
|
|
|
$
|
0.26
|
|
|
$
|
37,058
|
|
|
75,467
|
|
|
$
|
0.49
|
|
Net income available to common shareholders
|
$
|
60,560
|
|
|
76,199
|
|
|
$
|
0.79
|
|
|
$
|
119,875
|
|
|
75,467
|
|
|
$
|
1.59
|
|
|
Number of
options
|
|
Option price
per share
|
|
Weighted avg.
exercise price
|
||||||||||||
Outstanding at December 31, 2019
|
118,030
|
|
|
$
|
44.62
|
|
|
—
|
|
|
$
|
76.63
|
|
|
$
|
55.63
|
|
Exercised
|
(1,410
|
)
|
|
44.98
|
|
|
—
|
|
|
44.98
|
|
|
44.98
|
|
|||
Granted
|
2,890
|
|
|
69.19
|
|
|
—
|
|
|
69.19
|
|
|
69.19
|
|
|||
Forfeited/Expired
|
(2,820
|
)
|
|
44.98
|
|
|
—
|
|
|
44.98
|
|
|
44.98
|
|
|||
Outstanding at June 30, 2020
|
116,690
|
|
|
$
|
44.62
|
|
|
—
|
|
|
$
|
76.63
|
|
|
$
|
56.36
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||||
Exercise price range
|
|
Options outstanding
|
Weighted avg. life remaining
|
Weighted avg. exercise price
|
Aggregate intrinsic value (in thousands)
|
|
Options outstanding
|
Weighted avg. life remaining
|
Weighted avg. exercise price
|
Aggregate intrinsic value (in thousands)
|
||||||||||
$ 44.62 - 49.99
|
|
27,215
|
|
1.8
|
|
|
|
27,215
|
|
1.8
|
|
|
||||||||
50.00 - 59.99
|
|
31,710
|
|
4.0
|
|
|
|
29,793
|
|
3.8
|
|
|
||||||||
60.00 - 69.99
|
|
53,609
|
|
6.0
|
|
|
|
50,719
|
|
4.6
|
|
|
||||||||
70.00 - 76.63
|
|
4,156
|
|
7.5
|
|
|
|
2,148
|
|
7.1
|
|
|
||||||||
|
|
116,690
|
|
4.5
|
$
|
56.36
|
|
$
|
—
|
|
|
109,875
|
|
3.8
|
$
|
55.67
|
|
$
|
—
|
|
|
Number of
shares
|
|
Weighted avg.
grant date
fair value
|
|
Weighted avg.
life remaining
|
|||
Outstanding at December 31, 2019
|
509,338
|
|
|
$
|
67.88
|
|
|
|
Granted
|
211,549
|
|
|
69.09
|
|
|
|
|
Vested
|
(228,557
|
)
|
|
67.76
|
|
|
|
|
Forfeited
|
(1,317
|
)
|
|
68.38
|
|
|
|
|
Outstanding at June 30, 2020
|
491,013
|
|
|
$
|
68.45
|
|
|
1.31
|
|
Number of
Performance Shares |
|
Outstanding at December 31, 2019
|
—
|
|
Granted
|
61,615
|
|
Vested
|
—
|
|
Forfeited
|
—
|
|
Outstanding at June 30, 2020
|
61,615
|
|
|
Number of
shares
|
|
Weighted avg.
grant date
fair value
|
|
Weighted avg.
life remaining
|
|||
Outstanding at December 31, 2019
|
26,236
|
|
|
$
|
77.54
|
|
|
|
Granted
|
74,767
|
|
|
31.57
|
|
|
|
|
Vested
|
(26,236
|
)
|
|
77.54
|
|
|
|
|
Outstanding at June 30, 2020
|
74,767
|
|
|
$
|
31.57
|
|
|
0.92
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Rental revenue
|
$
|
10,327
|
|
|
$
|
20,758
|
|
Mortgage and other financing income
|
3,631
|
|
|
7,215
|
|
||
Total revenue
|
13,958
|
|
|
27,973
|
|
||
Property operating expense
|
174
|
|
|
416
|
|
||
Interest expense, net
|
(180
|
)
|
|
(317
|
)
|
||
Depreciation and amortization
|
3,565
|
|
|
7,306
|
|
||
Income from discontinued operations before other items
|
10,399
|
|
|
20,568
|
|
||
Gain on sale of real estate
|
9,774
|
|
|
16,490
|
|
||
Income from discontinued operations
|
$
|
20,173
|
|
|
$
|
37,058
|
|
|
|
Six Months Ended June 30,
|
||
|
|
2019
|
||
Depreciation and amortization
|
|
$
|
7,306
|
|
Acquisition of and investments in real estate and other assets
|
|
(1,827
|
)
|
|
Proceeds from sale of real estate
|
|
86,154
|
|
|
Investment in mortgage notes receivable
|
|
(4,143
|
)
|
|
Proceeds from mortgage notes receivable paydowns
|
|
1,783
|
|
|
Additions to properties under development
|
|
(15,041
|
)
|
|
|
|
|
||
Non-cash activity:
|
|
|
||
Transfer of property under development to real estate investments
|
|
$
|
4,748
|
|
Interest cost capitalized
|
|
317
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
Classification
|
2020
|
2019
|
|
2020
|
2019
|
||||||||
Rental revenue
|
|
|
|
|
|
|
||||||||
Operating leases (1)
|
Rental revenue
|
$
|
92,017
|
|
$
|
141,168
|
|
|
$
|
229,106
|
|
$
|
275,737
|
|
Sublease income - operating ground leases (2)
|
Rental revenue
|
$
|
5,514
|
|
$
|
5,835
|
|
|
$
|
3,468
|
|
$
|
11,558
|
|
|
|
|
|
|
|
|
||||||||
Lease costs
|
|
|
|
|
|
|
||||||||
Operating ground lease cost
|
Property operating expense
|
$
|
6,283
|
|
$
|
6,065
|
|
|
$
|
12,500
|
|
$
|
12,003
|
|
Operating office lease cost
|
General and administrative expense
|
$
|
226
|
|
$
|
226
|
|
|
$
|
452
|
|
$
|
456
|
|
Operating lease right-of-use asset impairment charges (3)
|
Impairment charges
|
$
|
15,009
|
|
$
|
—
|
|
|
$
|
15,009
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Operating Data:
|
|
|
|
|
||||||||
|
Three Months Ended June 30, 2020
|
|||||||||||
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
$
|
84,204
|
|
$
|
13,327
|
|
$
|
—
|
|
$
|
97,531
|
|
Other income
|
8
|
|
—
|
|
408
|
|
416
|
|
||||
Mortgage and other financing income
|
8,108
|
|
305
|
|
—
|
|
8,413
|
|
||||
Total revenue
|
92,320
|
|
13,632
|
|
408
|
|
106,360
|
|
||||
|
|
|
|
|
||||||||
Property operating expense
|
14,514
|
|
628
|
|
187
|
|
15,329
|
|
||||
Other expense
|
2,798
|
|
—
|
|
—
|
|
2,798
|
|
||||
Total investment expenses
|
17,312
|
|
628
|
|
187
|
|
18,127
|
|
||||
Net operating income - before unallocated items
|
75,008
|
|
13,004
|
|
221
|
|
88,233
|
|
||||
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income:
|
||||||||||||
General and administrative expense
|
|
|
(10,432
|
)
|
||||||||
Costs associated with loan refinancing or payoff
|
|
|
(820
|
)
|
||||||||
Interest expense, net
|
|
|
|
(38,340
|
)
|
|||||||
Transaction costs
|
|
|
|
(771
|
)
|
|||||||
Credit loss expense
|
|
|
|
(3,484
|
)
|
|||||||
Impairment charges
|
|
|
(51,264
|
)
|
||||||||
Depreciation and amortization
|
|
|
(42,450
|
)
|
||||||||
Equity in loss from joint ventures
|
|
|
(1,724
|
)
|
||||||||
Impairment charges on joint ventures
|
|
|
(3,247
|
)
|
||||||||
Gain on sale of real estate
|
|
|
22
|
|
||||||||
Income tax benefit
|
|
|
1,312
|
|
||||||||
Net loss
|
|
|
(62,965
|
)
|
||||||||
Preferred dividend requirements
|
|
|
(6,034
|
)
|
||||||||
Net loss available to common shareholders of EPR Properties
|
$
|
(68,999
|
)
|
Operating Data:
|
|
|
|
|
||||||||
|
Three Months Ended June 30, 2019
|
|||||||||||
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
$
|
129,271
|
|
$
|
17,732
|
|
$
|
—
|
|
$
|
147,003
|
|
Other income
|
5,423
|
|
—
|
|
303
|
|
5,726
|
|
||||
Mortgage and other financing income
|
8,761
|
|
250
|
|
—
|
|
9,011
|
|
||||
Total revenue
|
143,455
|
|
17,982
|
|
303
|
|
161,740
|
|
||||
|
|
|
|
|
||||||||
Property operating expense
|
13,488
|
|
882
|
|
227
|
|
14,597
|
|
||||
Other expense
|
8,091
|
|
—
|
|
—
|
|
8,091
|
|
||||
Total investment expenses
|
21,579
|
|
882
|
|
227
|
|
22,688
|
|
||||
Net operating income - before unallocated items
|
121,876
|
|
17,100
|
|
76
|
|
139,052
|
|
||||
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income:
|
||||||||||||
General and administrative expense
|
|
|
(12,230
|
)
|
||||||||
Interest expense, net
|
|
|
|
(36,458
|
)
|
|||||||
Transaction costs
|
|
|
|
(6,923
|
)
|
|||||||
Depreciation and amortization
|
|
|
(38,790
|
)
|
||||||||
Equity in income from joint ventures
|
|
|
470
|
|
||||||||
Income tax benefit
|
|
|
|
1,300
|
|
|||||||
Discontinued operations:
|
|
|
|
|
||||||||
Income from discontinued operations
|
|
|
10,399
|
|
||||||||
Gain on sale of real estate from discontinued operations
|
|
9,774
|
|
|||||||||
Net income
|
|
|
66,594
|
|
||||||||
Preferred dividend requirements
|
|
(6,034
|
)
|
|||||||||
Net income available to common shareholders of EPR Properties
|
$
|
60,560
|
|
Operating Data:
|
|
|
|
|
||||||||
|
Six Months Ended June 30, 2020
|
|||||||||||
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
$
|
202,864
|
|
$
|
29,710
|
|
$
|
—
|
|
$
|
232,574
|
|
Other income
|
7,213
|
|
—
|
|
776
|
|
7,989
|
|
||||
Mortgage and other financing income
|
16,152
|
|
657
|
|
—
|
|
16,809
|
|
||||
Total revenue
|
226,229
|
|
30,367
|
|
776
|
|
257,372
|
|
||||
|
|
|
|
|
||||||||
Property operating expense
|
26,843
|
|
1,169
|
|
410
|
|
28,422
|
|
||||
Other expense
|
12,332
|
|
—
|
|
—
|
|
12,332
|
|
||||
Total investment expenses
|
39,175
|
|
1,169
|
|
410
|
|
40,754
|
|
||||
Net operating income - before unallocated items
|
187,054
|
|
29,198
|
|
366
|
|
216,618
|
|
||||
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income:
|
||||||||||||
General and administrative expense
|
|
|
(21,420
|
)
|
||||||||
Costs associated with loan refinancing or payoff
|
|
|
(820
|
)
|
||||||||
Interest expense, net
|
|
|
|
(73,093
|
)
|
|||||||
Transaction costs
|
|
|
|
(1,846
|
)
|
|||||||
Credit loss expense
|
|
|
|
(4,676
|
)
|
|||||||
Impairment charges
|
|
|
(51,264
|
)
|
||||||||
Depreciation and amortization
|
|
|
(86,260
|
)
|
||||||||
Equity in loss from joint ventures
|
|
|
(2,144
|
)
|
||||||||
Impairment charges on joint ventures
|
|
|
(3,247
|
)
|
||||||||
Gain on sale of real estate
|
|
|
242
|
|
||||||||
Income tax benefit
|
|
|
2,063
|
|
||||||||
Net loss
|
|
|
(25,847
|
)
|
||||||||
Preferred dividend requirements
|
|
|
(12,068
|
)
|
||||||||
Net loss available to common shareholders of EPR Properties
|
$
|
(37,915
|
)
|
Operating Data:
|
|
|
|
|
||||||||
|
Six Months Ended June 30, 2019
|
|||||||||||
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
$
|
253,287
|
|
$
|
34,008
|
|
$
|
—
|
|
$
|
287,295
|
|
Other income
|
5,494
|
|
—
|
|
576
|
|
6,070
|
|
||||
Mortgage and other financing income
|
18,129
|
|
773
|
|
—
|
|
18,902
|
|
||||
Total revenue
|
276,910
|
|
34,781
|
|
576
|
|
312,267
|
|
||||
|
|
|
|
|
||||||||
Property operating expense
|
27,936
|
|
1,752
|
|
460
|
|
30,148
|
|
||||
Other expense
|
8,091
|
|
—
|
|
—
|
|
8,091
|
|
||||
Total investment expenses
|
36,027
|
|
1,752
|
|
460
|
|
38,239
|
|
||||
Net operating income - before unallocated items
|
240,883
|
|
33,029
|
|
116
|
|
274,028
|
|
||||
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income:
|
||||||||||||
General and administrative expense
|
|
|
(23,940
|
)
|
||||||||
Severance expense
|
|
|
(420
|
)
|
||||||||
Interest expense, net
|
|
|
|
(70,421
|
)
|
|||||||
Transaction costs
|
|
|
|
(12,046
|
)
|
|||||||
Depreciation and amortization
|
|
|
(74,792
|
)
|
||||||||
Equity in income from joint ventures
|
|
|
959
|
|
||||||||
Loss on sale of real estate
|
|
|
(388
|
)
|
||||||||
Income tax benefit
|
|
|
|
1,905
|
|
|||||||
Discontinued operations:
|
|
|
|
|
||||||||
Income from discontinued operations
|
|
|
20,568
|
|
||||||||
Gain on sale of real estate from discontinued operations
|
|
16,490
|
|
|||||||||
Net income
|
|
|
131,943
|
|
||||||||
Preferred dividend requirements
|
|
(12,068
|
)
|
|||||||||
Net income available to common shareholders of EPR Properties
|
$
|
119,875
|
|
•
|
Master Lease relating to 46 Leased Properties (the Master Lease Properties), and
|
•
|
Seven Transitional Leases relating to seven Leased Properties (the Transitional Properties).
|
•
|
Security Agreement granting to the Company a security interest subordinated to AMC's secured credit agreements and indentures in all of AMC Tenant’s property located at the Leased Properties to secure AMC Tenant’s obligations to the Company under the Forbearance Agreement and the Leases,
|
•
|
Guaranty providing a guaranty by Guarantor of AMC Tenant’s obligations to the Company under the Forbearance Agreement and the Leases, and
|
•
|
Capital Improvements Agreement providing a financial mechanism for the Company to provide AMC Tenant with up to $35 million of funds to complete improvements to the Master Lease Properties in exchange for increased annual fixed rent.
|
•
|
180 theatre properties;
|
•
|
56 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.
|
•
|
69 early childhood education center properties; and
|
•
|
16 private school properties.
|
•
|
We recognized straight-line write-offs totaling $13.0 million, which was comprised of $5.0 million of straight-line accounts receivable and $8.0 million of sub-lessor ground lease straight-line accounts receivable. Straight-line rental revenue, net of write-offs, was a reduction to total rental revenue of $7.5 million for the six months ended June 30, 2020.
|
•
|
We increased our expected credit losses by $4.7 million from our implementation estimate of $2.2 million. This increase was primarily the result of increased fundings and the economic uncertainty and the rapidly changing environment surrounding the COVID-19 pandemic.
|
•
|
We reduced rental revenue by $4.9 million due to contractual rent abatements and $3.8 million for rent concessions for certain of our tenants due to COVID-19.
|
•
|
We deferred approximately $60.0 million of amounts due from tenants and $3.5 million due from borrowers that were booked as receivables and approximately $41.0 million of amounts due from tenants that were not booked as receivables as the full amounts were not deemed probable of collection as a result of COVID-19 pandemic. The amounts not booked as receivables remain obligations of the tenants and will be recognized as revenue when received. The repayment terms for all of these deferments vary by tenant or borrower and several are still being negotiated.
|
•
|
For the six months ended June 30, 2020, we recognized revenue from American-Multi Cinema, Inc. (AMC) as well as several smaller tenants on a cash basis. See section below titled "Recent Developments" for additional details on the agreements entered into with AMC on July 31, 2020.
|
•
|
We recognized $51.3 million in impairment charges during the three and six months ended June 30, 2020, which was comprised of $36.3 million of impairments of real estate investments, and $15.0 million of impairments of operating lease right-of-use assets.
|
•
|
We recognized impairment charges on joint ventures of $3.2 million related to our equity investments in three theatre projects located in China.
|
•
|
On March 20, 2020, we borrowed $750.0 million under our unsecured revolving credit facility as a precautionary measure to increase our cash position and preserve financial flexibility given the global uncertainty caused by the COVID-19 pandemic.
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2020
|
2019
|
Change
|
|
2020
|
2019
|
Change
|
||||||||||
Total revenue from continuing operations
|
$
|
106.4
|
|
$
|
161.7
|
|
(34
|
)%
|
|
$
|
257.4
|
|
$
|
312.3
|
|
(18
|
)%
|
Net (loss) income available to common shareholders per diluted share
|
$
|
(0.90
|
)
|
$
|
0.79
|
|
(214
|
)%
|
|
$
|
(0.49
|
)
|
$
|
1.59
|
|
(131
|
)%
|
FFOAA per diluted share
|
$
|
0.41
|
|
$
|
1.36
|
|
(70
|
)%
|
|
$
|
1.39
|
|
$
|
2.73
|
|
(49
|
)%
|
•
|
The effects of COVID-19 as described above;
|
•
|
The effect of investment spending that occurred in 2020 and 2019;
|
•
|
The effect of property dispositions and mortgage note payoffs that occurred in 2020 and 2019;
|
•
|
The increase in other income and other expenses for the six months ended June 30, 2020 and a decrease in other income and other expenses for the three months ended June 30, 2020 primarily from the operations of the Kartrite Resort and Indoor Waterpark in Sullivan County, New York and the impacts of the COVID-19 pandemic on this property;
|
•
|
The decrease in termination fees included in gain on sale related to the sale of Education properties as well as lower gains on sale of real estate;
|
•
|
The decrease in transaction costs; and
|
•
|
The increase in common shares outstanding.
|
Six Months Ended June 30, 2020
|
|||||||||||||||||||
Operating Segment
|
|
Total Investment Spending
|
New Development
|
Re-development
|
Asset Acquisition
|
Mortgage Notes or Notes Receivable
|
Investment in Joint Ventures
|
||||||||||||
Experiential:
|
|
|
|
|
|
|
|
||||||||||||
Theatres
|
|
$
|
26,118
|
|
$
|
700
|
|
$
|
3,310
|
|
$
|
22,108
|
|
$
|
—
|
|
$
|
—
|
|
Eat & Play
|
|
12,791
|
|
12,013
|
|
778
|
|
—
|
|
—
|
|
—
|
|
||||||
Attractions
|
|
970
|
|
—
|
|
970
|
|
—
|
|
—
|
|
—
|
|
||||||
Experiential Lodging
|
|
11,106
|
|
10,708
|
|
398
|
|
—
|
|
—
|
|
—
|
|
||||||
Cultural
|
|
152
|
|
—
|
|
152
|
|
—
|
|
—
|
|
—
|
|
||||||
Fitness & Wellness
|
|
2,441
|
|
—
|
|
—
|
|
—
|
|
2,441
|
|
—
|
|
||||||
Total Experiential
|
|
53,578
|
|
23,421
|
|
5,608
|
|
22,108
|
|
2,441
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Education:
|
|
|
|
|
|
|
|
||||||||||||
Early Childhood Education Centers
|
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
—
|
|
||||||
Total Education
|
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total Investment Spending
|
|
$
|
53,581
|
|
$
|
23,421
|
|
$
|
5,608
|
|
$
|
22,108
|
|
$
|
2,444
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||
Operating Segment
|
|
Total Investment Spending
|
New Development
|
Re-development
|
Asset Acquisition
|
Mortgage Notes or Notes Receivable
|
Investment in Joint Ventures
|
||||||||||||
Experiential:
|
|
|
|
|
|
|
|
||||||||||||
Theatres
|
|
$
|
404,486
|
|
$
|
4,326
|
|
$
|
22,332
|
|
$
|
377,828
|
|
$
|
—
|
|
$
|
—
|
|
Eat & Play
|
|
47,267
|
|
27,854
|
|
1,892
|
|
1,321
|
|
16,200
|
|
—
|
|
||||||
Attractions
|
|
102
|
|
—
|
|
—
|
|
—
|
|
102
|
|
—
|
|
||||||
Ski
|
|
288
|
|
—
|
|
288
|
|
—
|
|
—
|
|
—
|
|
||||||
Experiential Lodging
|
|
47,870
|
|
46,121
|
|
644
|
|
—
|
|
—
|
|
1,105
|
|
||||||
Gaming
|
|
211
|
|
211
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Cultural
|
|
30,463
|
|
—
|
|
—
|
|
23,963
|
|
6,500
|
|
—
|
|
||||||
Fitness & Wellness
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total Experiential
|
|
530,687
|
|
78,512
|
|
25,156
|
|
403,112
|
|
22,802
|
|
1,105
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Education:
|
|
|
|
|
|
|
|
||||||||||||
Early Childhood Education Centers
|
|
10,531
|
|
1,363
|
|
—
|
|
2,570
|
|
6,598
|
|
—
|
|
||||||
Private Schools
|
|
4,297
|
|
4,297
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Public Charter Schools
|
|
21,016
|
|
16,873
|
|
—
|
|
—
|
|
4,143
|
|
—
|
|
||||||
Total Education
|
|
35,844
|
|
22,533
|
|
—
|
|
2,570
|
|
10,741
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total Investment Spending
|
|
$
|
566,531
|
|
$
|
101,045
|
|
$
|
25,156
|
|
$
|
405,682
|
|
$
|
33,543
|
|
$
|
1,105
|
|
•
|
The Master Lease was designed with the intention that the parties will respect the master lease characterization at all times, which we believe will enhance our position in the event of a reorganization proceeding regarding AMC,
|
•
|
The lease terms on properties included in the Master Lease were increased by an average of nine years, and
|
•
|
We have the ability to reduce our exposure to AMC through the option to terminate each of the seven Transitional Leases and re-brand or sell them with the cooperation of AMC.
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2020
|
2019
|
|
|
|
2020
|
2019
|
|
|
||||||||||||
Minimum rent (1)
|
$
|
89,589
|
|
$
|
134,409
|
|
|
$
|
(44,820
|
)
|
|
$
|
227,808
|
|
$
|
264,906
|
|
|
$
|
(37,098
|
)
|
Percentage rent (2)
|
1,454
|
|
4,147
|
|
|
(2,693
|
)
|
|
4,211
|
|
5,502
|
|
|
(1,291
|
)
|
||||||
Straight-line rent (3)
|
2,229
|
|
2,520
|
|
|
(291
|
)
|
|
(7,479
|
)
|
4,765
|
|
|
(12,244
|
)
|
||||||
Tenant reimbursements (4)
|
4,169
|
|
5,843
|
|
|
(1,674
|
)
|
|
7,867
|
|
11,945
|
|
|
(4,078
|
)
|
||||||
Other rental revenue
|
90
|
|
84
|
|
|
6
|
|
|
167
|
|
177
|
|
|
(10
|
)
|
||||||
Total Rental Revenue
|
$
|
97,531
|
|
$
|
147,003
|
|
|
$
|
(49,472
|
)
|
|
$
|
232,574
|
|
$
|
287,295
|
|
|
$
|
(54,721
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (5)
|
416
|
|
5,726
|
|
|
(5,310
|
)
|
|
7,989
|
|
6,070
|
|
|
1,919
|
|
||||||
Mortgage and other financing income (6)
|
8,413
|
|
9,011
|
|
|
(598
|
)
|
|
16,809
|
|
18,902
|
|
|
(2,093
|
)
|
||||||
Total revenue
|
$
|
106,360
|
|
$
|
161,740
|
|
|
$
|
(55,380
|
)
|
|
$
|
257,372
|
|
$
|
312,267
|
|
|
$
|
(54,895
|
)
|
|
Three Months Ended June 30,
|
|
Change
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||||||
|
2020
|
2019
|
|
|
|
2020
|
2019
|
|
|
|||||||||||||
Property operating expense
|
$
|
15,329
|
|
$
|
14,597
|
|
|
$
|
732
|
|
|
$
|
28,422
|
|
$
|
30,148
|
|
|
$
|
(1,726
|
)
|
|
Other expense (1)
|
2,798
|
|
8,091
|
|
|
(5,293
|
)
|
|
12,332
|
|
8,091
|
|
|
4,241
|
|
|||||||
General and administrative expense (2)
|
10,432
|
|
12,230
|
|
|
(1,798
|
)
|
|
21,420
|
|
23,940
|
|
|
(2,520
|
)
|
|||||||
Severance expense
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
420
|
|
|
(420
|
)
|
|||||||
Costs associated with loan refinancing or payoff
|
820
|
|
—
|
|
|
820
|
|
|
820
|
|
—
|
|
|
820
|
|
|||||||
Interest expense, net (3)
|
38,340
|
|
36,458
|
|
|
1,882
|
|
|
73,093
|
|
70,421
|
|
|
2,672
|
|
|||||||
Transaction costs (4)
|
771
|
|
6,923
|
|
|
(6,152
|
)
|
|
1,846
|
|
12,046
|
|
|
(10,200
|
)
|
|||||||
Credit loss expense (5)
|
3,484
|
|
—
|
|
|
3,484
|
|
|
4,676
|
|
—
|
|
|
4,676
|
|
|||||||
Impairment charges (6)
|
51,264
|
|
—
|
|
|
51,264
|
|
|
51,264
|
|
—
|
|
|
51,264
|
|
|||||||
Depreciation and amortization (7)
|
42,450
|
|
38,790
|
|
|
3,660
|
|
|
86,260
|
|
74,792
|
|
|
11,468
|
|
|||||||
Equity in (loss) income from joint ventures (8)
|
(1,724
|
)
|
470
|
|
|
(2,194
|
)
|
|
(2,144
|
)
|
959
|
|
|
(3,103
|
)
|
|||||||
Impairment charges on joint ventures (9)
|
(3,247
|
)
|
—
|
|
—
|
|
(3,247
|
)
|
|
(3,247
|
)
|
—
|
|
|
(3,247
|
)
|
||||||
Gain (loss) on sale of real estate
|
22
|
|
—
|
|
|
22
|
|
|
242
|
|
(388
|
)
|
|
630
|
|
|||||||
Income tax benefit
|
1,312
|
|
1,300
|
|
|
12
|
|
|
2,063
|
|
1,905
|
|
|
158
|
|
|||||||
Income from discontinued operations before other items (10)
|
—
|
|
10,399
|
|
|
(10,399
|
)
|
|
—
|
|
20,568
|
|
|
(20,568
|
)
|
|||||||
Gain on sale of real estate from discontinued operations (11)
|
—
|
|
9,774
|
|
|
(9,774
|
)
|
|
—
|
|
16,490
|
|
|
(16,490
|
)
|
|||||||
Preferred dividend requirements
|
(6,034
|
)
|
(6,034
|
)
|
|
—
|
|
|
(12,068
|
)
|
(12,068
|
)
|
|
—
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Net cash provided by operating activities
|
|
$
|
57,413
|
|
|
$
|
209,756
|
|
Net cash used by investing activities
|
|
(52,978
|
)
|
|
(461,196
|
)
|
||
Net cash provided by financing activities
|
|
473,879
|
|
|
244,761
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
FFO:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income available to common shareholders of EPR Properties
|
$
|
(68,999
|
)
|
|
$
|
60,560
|
|
|
$
|
(37,915
|
)
|
|
$
|
119,875
|
|
Gain on sale of real estate
|
(22
|
)
|
|
(9,774
|
)
|
|
(242
|
)
|
|
(16,102
|
)
|
||||
Impairment of real estate investments, net (1)
|
36,255
|
|
|
—
|
|
|
36,255
|
|
|
—
|
|
||||
Real estate depreciation and amortization
|
42,151
|
|
|
42,098
|
|
|
85,676
|
|
|
81,612
|
|
||||
Allocated share of joint venture depreciation
|
378
|
|
|
554
|
|
|
761
|
|
|
1,109
|
|
||||
Impairment charges on joint ventures
|
3,247
|
|
|
—
|
|
|
3,247
|
|
|
—
|
|
||||
FFO available to common shareholders of EPR Properties
|
$
|
13,010
|
|
|
$
|
93,438
|
|
|
$
|
87,782
|
|
|
$
|
186,494
|
|
|
|
|
|
|
|
|
|
||||||||
FFO available to common shareholders of EPR Properties
|
$
|
13,010
|
|
|
$
|
93,438
|
|
|
$
|
87,782
|
|
|
$
|
186,494
|
|
Add: Preferred dividends for Series C preferred shares
|
—
|
|
|
1,939
|
|
|
—
|
|
|
3,878
|
|
||||
Add: Preferred dividends for Series E preferred shares
|
—
|
|
|
1,939
|
|
|
—
|
|
|
3,878
|
|
||||
Diluted FFO available to common shareholders of EPR Properties
|
$
|
13,010
|
|
|
$
|
97,316
|
|
|
$
|
87,782
|
|
|
$
|
194,250
|
|
FFOAA:
|
|
|
|
|
|
|
|
||||||||
FFO available to common shareholders of EPR Properties
|
$
|
13,010
|
|
|
$
|
93,438
|
|
|
$
|
87,782
|
|
|
$
|
186,494
|
|
Costs associated with loan refinancing or payoff
|
820
|
|
|
—
|
|
|
820
|
|
|
—
|
|
||||
Transaction costs
|
771
|
|
|
6,923
|
|
|
1,846
|
|
|
12,046
|
|
||||
Severance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
420
|
|
||||
Termination fee included in gain on sale
|
—
|
|
|
6,533
|
|
|
—
|
|
|
11,534
|
|
||||
Impairment of operating lease right-of-use assets (1)
|
15,009
|
|
|
—
|
|
|
15,009
|
|
|
—
|
|
||||
Credit loss expense
|
3,484
|
|
|
—
|
|
|
4,676
|
|
|
—
|
|
||||
Deferred income tax benefit
|
(1,676
|
)
|
|
(1,675
|
)
|
|
(2,789
|
)
|
|
(2,284
|
)
|
||||
FFOAA available to common shareholders of EPR Properties
|
$
|
31,418
|
|
|
$
|
105,219
|
|
|
$
|
107,344
|
|
|
$
|
208,210
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
FFOAA available to common shareholders of EPR Properties
|
$
|
31,418
|
|
|
$
|
105,219
|
|
|
$
|
107,344
|
|
|
$
|
208,210
|
|
Add: Preferred dividends for Series C preferred shares
|
—
|
|
|
1,939
|
|
|
—
|
|
|
3,878
|
|
||||
Add: Preferred dividends for Series E preferred shares
|
—
|
|
|
1,939
|
|
|
—
|
|
|
3,878
|
|
||||
Diluted FFOAA available to common shareholders of EPR Properties
|
$
|
31,418
|
|
|
$
|
109,097
|
|
|
$
|
107,344
|
|
|
$
|
215,966
|
|
AFFO:
|
|
|
|
|
|
|
|
||||||||
FFOAA available to common shareholders of EPR Properties
|
$
|
31,418
|
|
|
$
|
105,219
|
|
|
$
|
107,344
|
|
|
$
|
208,210
|
|
Non-real estate depreciation and amortization
|
299
|
|
|
257
|
|
|
584
|
|
|
486
|
|
||||
Deferred financing fees amortization
|
1,651
|
|
|
1,517
|
|
|
3,285
|
|
|
3,019
|
|
||||
Share-based compensation expense to management and trustees
|
3,463
|
|
|
3,283
|
|
|
6,972
|
|
|
6,460
|
|
||||
Amortization of above and below market leases, net and tenant allowances
|
(108
|
)
|
|
(58
|
)
|
|
(260
|
)
|
|
(117
|
)
|
||||
Maintenance capital expenditures (2)
|
(1,291
|
)
|
|
(510
|
)
|
|
(2,219
|
)
|
|
(807
|
)
|
||||
Straight-lined rental revenue
|
(2,229
|
)
|
|
(3,223
|
)
|
|
7,479
|
|
|
(5,637
|
)
|
||||
Straight-lined ground sublease expense
|
207
|
|
|
205
|
|
|
383
|
|
|
389
|
|
||||
Non-cash portion of mortgage and other financing income
|
(97
|
)
|
|
(1,069
|
)
|
|
(188
|
)
|
|
(2,083
|
)
|
||||
AFFO available to common shareholders of EPR Properties
|
$
|
33,313
|
|
|
$
|
105,621
|
|
|
$
|
123,380
|
|
|
$
|
209,920
|
|
|
|
|
|
|
|
|
|
||||||||
FFO per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.17
|
|
|
$
|
1.23
|
|
|
$
|
1.13
|
|
|
$
|
2.47
|
|
Diluted
|
0.17
|
|
|
1.22
|
|
|
1.13
|
|
|
2.45
|
|
||||
FFOAA per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.41
|
|
|
$
|
1.38
|
|
|
$
|
1.39
|
|
|
$
|
2.76
|
|
Diluted
|
0.41
|
|
|
1.36
|
|
|
1.39
|
|
|
2.73
|
|
||||
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
76,310
|
|
|
76,164
|
|
|
77,388
|
|
|
75,426
|
|
||||
Diluted
|
76,310
|
|
|
76,199
|
|
|
77,388
|
|
|
75,467
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding-diluted EPS
|
76,310
|
|
|
76,199
|
|
|
77,388
|
|
|
75,467
|
|
||||
Effect of dilutive Series C preferred shares
|
—
|
|
|
2,158
|
|
|
—
|
|
|
2,151
|
|
||||
Effect of dilutive Series E preferred shares
|
—
|
|
|
1,628
|
|
|
—
|
|
|
1,625
|
|
||||
Adjusted weighted average shares outstanding-diluted Series C and Series E
|
76,310
|
|
|
79,985
|
|
|
77,388
|
|
|
79,243
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other financial information:
|
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
$
|
0.3825
|
|
|
$
|
1.1250
|
|
|
$
|
1.5150
|
|
|
$
|
2.2500
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||||
April 1 through April 30, 2020 common shares
|
|
1,015,731
|
|
|
$
|
20.04
|
|
|
1,015,731
|
|
(1
|
)
|
|
$
|
129,648,479
|
|
May 1 through May 31, 2020 common shares
|
|
2,502,982
|
|
|
26.84
|
|
|
2,502,982
|
|
(1
|
)
|
|
62,475,234
|
|
||
June 1 through June 30, 2020 common shares
|
|
548,003
|
|
|
33.70
|
|
|
548,003
|
|
(1
|
)
|
|
44,006,350
|
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
4,066,716
|
|
|
$
|
26.06
|
|
|
4,066,716
|
|
|
|
$
|
44,006,350
|
|
3.1*
|
Composite of Amended and Restated Declaration of Trust of the Company (inclusive of all amendments through June 1, 2020), is attached hereto as Exhibit 3.1.
|
10.1*
|
Amendment No. 1 to Second Amended, Restated and Consolidated Credit Agreement, dated as of June 29, 2020, among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto.
|
10.2*
|
Second Amendment to Note Purchase Agreement, dated as of June 29, 2020, among the Company and the institutional investors party thereto.
|
31.1*
|
Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.1.
|
31.2*
|
Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.2.
|
32.1**
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1.
|
32.2**
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2.
|
101.INS*
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema
|
101.CAL*
|
Inline XBRL Extension Calculation Linkbase
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
101.LAB*
|
Inline XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
104*
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
|
|
|
EPR Properties
|
||
|
|
|
|
|
Dated:
|
August 6, 2020
|
By
|
|
/s/ Gregory K. Silvers
|
|
|
|
|
Gregory K. Silvers, President and Chief Executive
Officer (Principal Executive Officer)
|
|
|
|
|
|
Dated:
|
August 6, 2020
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By
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/s/ Tonya L. Mater
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Tonya L. Mater, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
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1 Year EPR Properties Chart |
1 Month EPR Properties Chart |
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