Hello, ladies and gentlemen. Welcome to the Second Quarter EPR Properties 2019 Earnings Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to your host, Brian Moriarty..

Thank you, operator. Hi, everybody, and welcome. Thanks for joining us today for our second quarter 2019 earnings call.

I'll start the call today by informing you that this call may include forward-looking statements as defined by the Private Securities Litigation Act 1995, identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate or other comparable terms.

The company's actual financial condition and results of operations may vary materially from those contemplated by such forward-looking statements.

Discussion of these factors that could cause results to differ materially from these forward-looking statements are contained in the company's SEC filings, including the company's reports on Form 10-K and 10-Q. Now I'll turn the call over to company President and CEO, Greg Silvers..

$14 million on The Kartrite water park hotel and the balance consisting primarily of build-to-suit developments at golf entertainment complexes and attractions. On the disposition front. On July 1, as anticipated, we received payment in full on our $189.7 million Schlitterbahn mortgage note.

This payoff was facilitated by Cedar Fair's purchase of 2 of Schlitterbahn Group's Texas water parks for $261 million, including both the operating business and the real estate. Additionally, last week, our customer Peak Resorts announced that they were being acquired by Vail Resorts.

The $11 per share price was more than double, where peak shares closed the day before the announcement, a premium of 116%. Vail is the operator at our Northstar, California ski resort. Based on our second quarter financials, a combined Vail and Peak entity would have been our fifth-largest customer based on revenues.

The transaction is still subject to various closing conditions, such as regulatory approval and the approval of Peak shareholders. The Cedar Fair and Vail transactions highlight the premium valuations placed on experiential assets and the rising demand for quality properties by top-tier operators.

This dovetails with the credit upgrade we recognized in 2018 when Six Flags purchased 5 of our assets from Premier Parks and became a top 10 customer. History shows that the industry's best assets tend to migrate over time to the industry's best credit operators.

As the market-leading REIT in experiential real estate, these transactions further validate our investment thesis of owning market-dominant experiential real estate. At quarter end, our Education portfolio included approximately $1.3 billion of total investments, with 4 properties under development, 138 properties in service and 57 operators.

Our occupancy was 98% and our rent coverage was 1.47x. Investment spending in our Education segment totaled approximately $23.5 million, primarily consisting of build-to-suit developments and redevelopments of public charter schools, private schools and early childhood education centers.

During the second quarter, we received $58 million in disposition proceeds related to the Education segment, including $6.5 million of termination fees. The disposition properties included 5 operating charter schools and 1 land parcel. We are making excellent progress on the transition of our CLE -- CLA schools to creme de la creme.

Through the end of July, we have successfully transferred 7 of our 21 properties to Creme. Creme continues to make substantial progress with their remaining license applications, and they anticipate taking over the remaining 14 CLA schools over the next 6 months. Additionally, both tenants are paying their rent timely on their respective schools.

With that, I will turn it over to Mark for a discussion of the financials..

Thank you, Greg. I'd like to remind everyone on the call that our quarterly investor supplemental can be downloaded from our website. Now turning to the first slide; net income for the second quarter was $60.6 million or $0.79 per share compared to $85.5 million or $1.15 per share in the prior year.

FFO was $93.4 million compared to $139 million in the prior year. Lastly, FFOs adjusted for the quarter was $105.2 million versus $141.8 million in the prior year and was $1.36 per share versus $1.87 per share in the prior year.

During the second quarter of 2018, we recognized $47.3 million of prepayment fees related primarily to the payoff of a mortgage note by Och-Ziff real estate that was secured by ski properties. This large prepayment in the prior year skews the comparative quarterly results.

If you exclude this income, our FFOs adjusted per share increased by almost 8% versus prior year. Before I walk through the key variances, I want to discuss 2 adjustments to FFO to come to FFO as adjusted.

First, pursuant to tenet purchase options, we completed the sale of 4 public charter schools during the quarter for net proceeds of $46.7 million and recognized termination fees, including a gain on sale, of $6.5 million, which has been added to FFO to get to FFO as adjusted.

These fees were higher than expected for the quarter, although most of this is -- most of this increase is timing-related versus that which we had expected in the second half of the year. I will have more on this later when I discuss our revised earnings guidance for the year.

Second, transaction costs were $6.9 million for the quarter, and $4.8 million of this amount related to preopening expenses in connection with The Kartrite resort indoor water park and $1.6 million related to the transfer of 4 CLAs to Creme during the quarter. Now let me walk through the key line item variances for the quarter versus the prior year.

Our total revenue decreased compared to the prior year from $202.9 million to $175.7 million. Within the revenue category, rental revenue increased by $20.3 million versus the prior year to $157.3 million. This increase resulted from rental revenue related to new investments and was partially offset by the impact of dispositions.

Additionally, $7.7 million of the increase relates to the adoption of the new lease accounting standard I discussed last quarter that is offset by higher property operating expense. Additionally, percentage rent for the quarter also included a rental revenue of $4.1 million versus $1.7 million in the prior year.

This increase exceeded our expectations and related to strong performance at our ski properties, CLA early education properties and our private schools.

Other income increased by $5.1 million to $5.7 million versus the prior year and primarily related to the revenue from The Kartrite, which opened during the quarter and is being operated under our traditional REIT lodging structure. Mortgage and other financing income was $12.6 million for the quarter versus $65.2 million in the prior year.

The decrease was due primarily to no payoffs, including the related $47.3 million of prepayment fees received last year that I discussed earlier as well as the sale of 4 Imagine Schools in July of 2018 that were classified as investment in direct financing leases.

On the expense side, the increase in other expense of $8.1 million primarily related to the operations of The Kartrite. Income tax benefit was $1.3 million for the quarter versus expense of $642,000 in the prior year. This is mostly due to higher deferred tax benefits related to The Kartrite and our Canadian properties.

As a reminder, deferred taxes are excluded from FFO as adjusted. Through the next slide, I'll review some of the company's key credit ratios.

As you can see, our coverage ratios continue to be strong, with fixed charge coverage at 3.2x, debt service coverage at 3.7x and interest coverage also at 3.7x, and our net debt-to-adjusted EBITDA ratio was 5.8x at quarter end.

This ratio was slightly higher than our stated range of 4.6x to 5.6x due to the proceeds we were expecting of proximately $190 million that were received on July 1 from the payoff of the Schlitterbahn notes and that were used to pay down our line of credit as well as the impact of a large Regal transaction, which had not closed until June 12 and thus, had only a partial month of earnings in the quarter.

If you pro forma the impact of these 2 transactions at June 30, our net debt to adjusted EBITDA was lower at 5.4x. Our net debt to gross assets was 42% on a book basis and 34% on a market basis at June 30. Now I'll turn to the next slide for our capital markets and liquidity update.

At quarter end, we had total outstanding debt of $3.2 billion, of which $3 million is either fixed-rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.6%.

We had $240 million outstanding at quarter end on our $1 billion line of credit, which of course does not reflect the pay down from the $190 million of note proceeds received on July 1 that I just discussed, and we had $6.9 million of unrestricted cash on hand.

We are pleased to have a weighted average debt maturity of approximately 6 years and no debt maturities until 2022. During the quarter, we took advantage of a strong stock price and issued approximately $158 million in common equity under our direct share purchase plan at an average price of over $78 per share.

This level of issuance was substantially higher and earlier than what we had in our plan. But we think this move was prudent despite the near-term impact on our earnings per share given the recent volatility we have seen in the stock market along with our attractive pipeline of investment opportunities.

Year-to-date, we have raised approximately $237 million in common equity under our DSPP plan at a very low cost. This now puts us in the enviable position of not needing to raise any equity over the remainder of the year to fund our upsized investment spending plan, while maintaining our conservative leverage targets. Turning to the next slide.

We are narrowing our guidance for 2019 FFOs adjusted per share to a range of $5.32 to $5.48 from a range of $5.30 to $5.50 and increasing guidance for investment spending to a range of $700 million to $850 million from a range of $600 million to $800 million.

We are confirming our expected disposition proceeds for 2019 of $300 million to $400 million. Guidance can be found on Page 30 of our supplemental.

There, you will also see that we are raising our estimates of percentage rents and participating interest for the year by $2.5 million and increasing our G&A expense by $1.5 million, primarily due to increased payroll costs, including incentive compensation as well as professional fees.

Note that G&A expense is still expected to be lower than last year. Turning to the next slide. Although the midpoint of our FFO as adjusted per share guidance is not changing, I thought it'd be helpful to provide a summary of the changes and our latest expectations from our previous plan.

Starting with the previous midpoint of $5.40, we add a $0.05 per share for the increase in investment spending and favorable timing and then $0.03 per share for the increase in expected percentage rents and participating interest.

We then subtract $0.07 per share related to the increase in size and timing of our equity issuance that I discussed earlier, $0.02 per share for the increase in expected G&A expense and add $0.01 for all other changes net.

Finally, note that the changes for termination and prepayment fees related to Education properties offset each other such as there is no change in our expectation for these in total for the year.

To conclude, excluding the non-Education-related prepayment fees of $71.3 million we received for the full year 2018 or $0.93 per share, the midpoint of our FFOs adjusted per share guidance for 2019 of $5.40 continues to reflect over 4% growth. Now with that, I'll turn it back over to Greg for his closing remarks..

Thank you, Mark. Overall, this has been an incredible quarter for EPR as the company has materially grown its asset base, raised substantial equity capital at attractive prices and upgraded the quality of our top 10 customer list.

Our balance sheet and our team are well positioned for growth, and we're excited by the substantial opportunities in front of us to continue to upgrade and grow our portfolio of experiential real estate assets. With that, why don't I turn it over for questions.

Operator?.

[Operator Instructions] Your first response is from Craig Mailman of KeyBanc Capital Markets. Please go ahead..

Good morning guys, one quick one on guidance. Mark, you'd mentioned that this quarter's lease term fees were a little higher because you pulled forward some.

Kind of how do you see the balance trending in 3Q and 4Q?.

Yes. We expect to collect fees in both quarters. It's always hard to predict the timing. I think we're good at predicting it for the year. We don't control exactly when they close quarter to quarter, but we do expect the terminations for the -- termination fees and prepayment fees for the year to be unchanged from what we guided to earlier..

Okay. And then just bigger picture, if you think back a year or two ago when the market went against you guys, it was harder to buy things. Och-Ziff clearly was a help to get that restarted. But as we're sitting here today, you guys are trading at your premium $10 NAV, you have a good investment pipeline.

I acknowledge that you raised more than you thought you would in the quarter. But is there a -- and you want to balance it with dilution.

But internally, kind of what's the discussion around overequitizing this year when the cost of equity is attractive and you have plenty of uncertainty on the horizon with the election and rates and trade to kind of bring that leverage towards the low end of your range to build capacity to head into next year?.

It's a good question, Craig. I mean, clearly, managing the balance sheet is one of our top priorities, so we're always kind of looking at it. And as Mark said, we took advantage of that and hit our DSPP practically every month within the quarter -- of the second quarter. So I think all of those things come into play for us.

Again, we're not managing for the quarter-to-quarter performance but the long haul. And so all I would say is that it is a top of mind for us and -- the volatility that exists out there, and we're not afraid, when the situation warrants it, to issue more equity to put us in a position for that long play.

And I think our second quarter demonstrated that..

Okay. And then just on the acquisition pipeline.

I mean, what segments are you guys seeing better opportunities? In just generally, where are the yields kind of the most attractive here? And also could you just give us an update on casino opportunities?.

Yes. I think it's still kind of consistently with what we've said in the Entertainment and Recreation area. I think -- or where we are seeing the best? I think mid-7s to mid-8s, around 8 at a midpoint is where those opportunities lie, and we think there is really good depth and quality that we're seeing. Additionally, as we talked about in gaming.

We're continuing to explore that. We have nothing to announce. But as we move forward with that, we'll definitely keep the market apprised of it..

Thanks guys..

Thank you..

Your next response is from Nick Joseph with Citi. Please go ahead..

Thank you.

Maybe just staying on gaming; did you bid on either the recent transactions Century Casino or JACKS Cincinnati?.

Actually, we did not. I mean, I think the Century deal is probably a great deal for VICI, it's probably not an interesting transaction for us in rural Missouri. That's not necessarily a comment on those assets, but it really -- we're mindful of the message that we want to send.

And the overall JACKS transaction I think was part of a larger group that was already in play well before we announced our intention to look at the space..

Excellent.

And how do you think about game expertise just in the gaming sector in competing against other REITs who have been in the sector for longer?.

Yes. I think it's -- we are aware of the fact that yes, if and when we move into that space, we'll have additional expertise, clearly on a couple of points. There are groups or people that we can hire on a consulting basis that will allow us to give us insight into that.

And I would also point out, if for those of you who didn't -- didn't notice that we made an addition to our Board with Virginia Shanks, who has -- is a long-time veteran of the gaming business, well over 20 years, and knows everyone and all these properties. So we have a lot of resources that are available to us.

But I think to your question, Nick, as we move and get into the space, you'll see us adding headcount to reflect our commitment to it..

Thank you..

Your next response is from Brian Hawthorne of RBC Capital Markets. Please go ahead..

One of my questions is answered. Vail has a history of wanting to own its own real estate.

Do you think they'd want to EPR out?.

Again, I -- you'd have to talk to Vail about that. I mean, we've had a history with them where we've been in a leased -- the Northstar asset has been leased by them for several, several years. So I don't know. They just entered into a leasing relationship in -- up at -- in Utah.

So I don't know if that mindset is continuing, but I would direct you to talk to them as opposed to us speaking for them..

Sure. Okay. And then one quick one on gaming.

Has the market changed at all or become more competitive given the recent transaction activity?.

I don't know that we think it's become more competitive in the sense that it's truly -- it's no different than other net lease, it's a function of cost to capital, and you've got 3 players. And we're hoping to see if we can fund a transaction that makes sense to become the fourth player in that.

But I don't think that I've seen it materially move to date..

Thank you..

Your next response is from Collin Mings of Raymond James. Please go ahead..

Thanks. Good morning everyone, First question from me.

Can you just expand on the two attraction properties you acquired during the quarter?.

I think what we did is we got two additional museum properties that were -- again, what we think is admissions and concessions business is not large, but again, taking advantage of that overall experiential market and driving deeper and wider into that space with long histories. But we'll -- as we roll out, we'll put more color on that..

Okay, fair enough.

And then just going back to the prepared remarks, just given some of the negative headlines out there on the Cedar front, can you maybe just talk but if you're seeing any shift in the transaction market there specifically?.

Not really. And like I said, I think it's a -- we still believe that this year is going to be a very solid year and meet or exceed last year's record year. I think it is just a different -- and we've talked about this, Collin. And when you go quarter to quarter in the theater business, it's very difficult to see any one quarter where we're at.

Remember, we were down nearly 20% in the first quarter, and we sat here now down about 6%. So we always knew this was going to be a second half of the year building through the summer.

So I think we'll hold judgment until we get to the end of the year but the resiliency of this has always been proven that when we deliver quality content that the audiences show up.

And we've seen that, like I said, I referenced where there was the Lion King, and we'll see it again with the Fast and the Furious takeoff on Hobbs & Shaw this coming weekend. It'll -- when content is there, the audience will be there..

Got it.

I understand that from kind of an operational standpoint, but just in terms of the transaction market, I guess your point there is that it really hasn't caused any sort of movement in terms of cap rates or buyer appetite or anything like that out there?.

No. I think it's still a competitive market. I think the theater space is widely accepted by almost all of our net lease, kind of, peers, and I think, it's still very much in demand by kind of all net lease.

And you talk about whether it's the mall guys, the strip guys, and go back and read their comments, the Entertainment and Recreation segments are what is driving business and our relationships forged -- as I said, forged over 20 years with those tenants, I think, will bode well for us as we move forward..

Okay, I appreciate the color. Thank you. Thanks, again..

[Operator Instructions] You have a response from the line of John Massocca of Ladenburg Thalmann. Please go ahead..

Good morning.

So what kind of ranges for the performance at Kartrite are you baking into guidance? And do you have any color on how the property has performed maybe from like a contribution to AFFO in both 2Q '19 and maybe just the general performance in July?.

Morning, John. We don't want to comment on a specific asset. I -- what I can tell you is, as we haven't changed guidance, that this is performing as we anticipated. We put this -- we put the numbers out there. We knew it was a ramping story. It's a marketing story, especially in the first part of the year.

I mean, when we opened -- originally, we didn't even open, pursuant to the management recommendation, all the capacity of the hotel because getting the operational efficiencies out and understanding how to operate that property was key. So I think we don't see contribution. And in fact, in part of our plan, we see drag in what is in '19.

But that's consistent with how we planned it. What we hope that means is that this can be really a story about 2020..

Is it may be contributing to kind of the size of the difference between the low and high end of guidance a little bit though?.

There's no doubt that, that is the volatility that we have to account for. And so we try to accurately reflect what the best information that we have, understanding that this is a ramping environment. But as I said, we went into this year knowing that The Kartrite was going to be a 2020 story not a 2019 story..

Yes. I think there's really 3 things that contribute to the other wire, as Greg said, as you just went over Kartrite's part of it because it is ramping up. Termination fees have a range, and percentage rents have a range. So we have that level of range to accommodate really those 3 primary things..

Okay. And then maybe switching over to theaters.

What was the cap rate on the Regal portfolio?.

We don't disclose cap rates on any transaction, but I think we could say it was consistent with the range that we have said we bought theaters before..

Okay. And given Regal has been marketing, at least from my understanding, a couple of portfolios.

What made this particular tranche of assets attractive versus other theater assets that might be out there for sale?.

Again, for us, it was well presented. We've had a long-standing relationship with Regal. Their coverage was, too, over above on the portfolio. We structured this as a master lease across this 18-theater portfolio. We like the exposure.

The portfolio that we put together with them has exposure, California, Texas, Florida, which is the demographic areas that we really like. So I think if you looked at it, you would see we kind of shaped this transaction to feel like we wanted this group of properties.

Again, if you compared it with some other things they did, this has the highest concentration of California properties, it has the demographic profile that we like. And I think you would see that we were meaningful. Whether they went and did a different portfolio, I think we had a hand in how that went off..

Okay. And then on kind of the built-to-suit side.

Are your tenants continuing to see kind of the same returns for moving to a high amenity to your format as they were getting, say, 12 or 24 months ago? Or has maybe some of the kind of additional competition in that market scaled back returns a little bit from conversions?.

Yes. It's really a function -- it's a function of what mover that you are in the market. And what we've talked about is those returns are still very strong and very high, if you're a first mover. And they work to probably 20-plus percent returns through the fourth mover in a market.

So again, it's not so much -- the competition is at what point are you making that relative to your competition in that market..

So generally speaking, how much kind of runway is there for additional convergence maybe within your own portfolio or even kind of just nationally?.

I mean, if you think overall that nationally, we're still less than 50% conversions. We're slightly above that in ours.

I think what you're going to see is the evolution of starting -- some of the theater operators are starting to look at their very, very high-performing theaters and start to get in front of letting someone else with a lower quality kind of to do a conversion and take share away from them. So we're starting to have more discussions.

I would have told you 12 or 18 months ago; we were talking about we have some theaters that are so high performing it's difficult to deal with.

But at least now, we're engaging in conversations with operators about their trying to be proactive and get in front of that and drive that consumer experience even in some of their highest-performing theaters..

Very helpful. That's it for me..

Thank you..

Thank you. I'm showing no further questions in the queue at this time. I would like to turn the conference back over to Greg Silvers..

Well, thank you, everyone, for your interest this morning, and we look forward to talking to you next quarter. Thank you..

Thank you..

Ladies and gentlemen, this concludes today's conference. Thank you for your participation, and have a wonderful day. You may now all disconnect..