EPR Properties Reports Third Quarter 2016 Results
Increases Earnings Guidance for 2016 and Introduces Guidance for 2017
EPR Properties (NYSE:EPR) today announced operating results for the third quarter and nine months ended September 30, 2016, as
well as an agreement to acquire a portfolio of recreation assets from CNL Lifestyle Properties, Inc.
Three Months Ended September 30, 2016
- Total revenue was $125.6 million for the third quarter of 2016, representing a 16% increase from
$108.3 million for the same quarter in 2015.
- Net income available to common shareholders was $51.6 million, or $0.81 per diluted common share, for
the third quarter of 2016 compared to $44.2 million, or $0.76 per diluted common share, for the same quarter in 2015.
- Funds From Operations (FFO) (a non-GAAP financial measure) for the third quarter of 2016 was $78.2
million, or $1.22 per diluted common share, compared to $67.4 million, or $1.15 per diluted common share, for the same quarter in
2015.
- FFO as adjusted (a non-GAAP financial measure) for the third quarter of 2016 was $78.8 million, or
$1.23 per diluted common share, compared to $68.3 million, or $1.17 per diluted common share, for the same quarter in 2015,
representing a 5% increase in per share results.
Nine Months Ended September 30, 2016
- Total revenue was $362.4 million for the nine months ended September 30, 2016, representing a 17%
increase from $309.0 million for the same period in 2015.
- Net income available to common shareholders was $149.0 million, or $2.35 per diluted common share,
for the nine months ended September 30, 2016 compared to $123.9 million, or $2.15 per diluted common share, for the same period
in 2015.
- FFO (a non-GAAP financial measure) for the nine months ended September 30, 2016 was $224.2 million,
or $3.52 per diluted common share, compared to $163.9 million, or $2.84 per diluted common share, for the same period in
2015.
- FFO as adjusted (a non-GAAP financial measure) for the nine months ended September 30, 2016 was
$227.2 million, or $3.56 per diluted common share, compared to $189.7 million, or $3.27 per diluted common share, for the same
period in 2015, representing a 9% increase in per share results.
“Both our performance during the third quarter, and our outlook for the rest of the year and 2017 are very strong and reinforce
our ability to execute on our strategy and deliver superior results,” commented company President and CEO Greg Silvers. “We are
excited about our agreement to add a high quality portfolio of attractions and ski assets building on our expertise in the
recreation category. This anticipated portfolio acquisition, along with the expected disposition of certain assets, will further
strengthen our portfolio and positions us well for continued growth."
A reconciliation of FFO to FFO as adjusted follows (unaudited, dollars in thousands, except per share amounts):
|
|
|
|
|
Three Months Ended September 30, |
|
|
2016 |
|
2015 |
|
|
Amount |
|
FFO/share |
|
Amount |
|
FFO/share |
FFO available to common shareholders (1) |
|
$ |
78,229 |
|
|
$ |
1.22 |
|
|
$ |
67,379 |
|
|
$ |
1.15 |
|
Costs associated with loan refinancing or payoff |
|
14 |
|
|
— |
|
|
18 |
|
|
— |
|
Gain on insurance recovery (included in other income) |
|
(1,825 |
) |
|
(0.03 |
) |
|
— |
|
|
— |
|
Termination fee included in gain on sale |
|
549 |
|
|
0.01 |
|
|
— |
|
|
— |
|
Transaction costs |
|
2,947 |
|
|
0.05 |
|
|
783 |
|
|
0.01 |
|
(Gain) loss on sale of land |
|
(1,066 |
) |
|
(0.02 |
) |
|
95 |
|
|
0.01 |
|
Deferred income tax expense (benefit) |
|
(44 |
) |
|
— |
|
|
53 |
|
|
— |
|
FFO as adjusted available to common shareholders (1) |
|
$ |
78,804 |
|
|
$ |
1.23 |
|
|
$ |
68,328 |
|
|
$ |
1.17 |
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share |
|
|
|
$ |
0.960 |
|
|
|
|
$ |
0.908 |
|
FFO as adjusted available to common shareholders payout ratio |
|
|
|
78 |
% |
|
|
|
78 |
% |
(1) |
|
Per share results for the three months ended September 30, 2016 and 2015 include the
effect of the conversion of the 5.75% Series C cumulative convertible preferred shares as the conversion would be
dilutive. |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2016 |
|
2015 |
|
|
Amount |
|
FFO/share |
|
Amount |
|
FFO/share |
FFO available to common shareholders (2) |
|
$ |
224,211 |
|
|
$ |
3.52 |
|
|
$ |
163,857 |
|
|
$ |
2.84 |
|
Costs associated with loan refinancing or payoff |
|
905 |
|
|
0.01 |
|
|
261 |
|
|
— |
|
Gain on insurance recovery (included in other income) |
|
(3,837 |
) |
|
(0.06 |
) |
|
— |
|
|
— |
|
Termination fee included in gain on sale |
|
2,819 |
|
|
0.04 |
|
|
— |
|
|
— |
|
Transaction costs |
|
4,881 |
|
|
0.08 |
|
|
6,818 |
|
|
0.12 |
|
Retirement severance expense |
|
— |
|
|
— |
|
|
18,578 |
|
|
0.31 |
|
Gain on sale of land |
|
(1,066 |
) |
|
(0.02 |
) |
|
(81 |
) |
|
— |
|
Deferred income tax expense (benefit) |
|
(664 |
) |
|
(0.01 |
) |
|
230 |
|
|
— |
|
FFO as adjusted available to common shareholders (2) |
|
$ |
227,249 |
|
|
$ |
3.56 |
|
|
$ |
189,663 |
|
|
$ |
3.27 |
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share |
|
|
|
$ |
2.880 |
|
|
|
|
$ |
2.723 |
|
FFO as adjusted available to common shareholders payout ratio |
|
|
|
81 |
% |
|
|
|
83 |
% |
(2) |
|
Diluted FFO per share for the nine months ended September 30, 2016 and diluted FFO as
adjusted per share for the nine months ended September 30, 2016 and 2015 include the effect of the conversion of the 5.75%
Series C cumulative convertible preferred shares as the conversion would be dilutive. |
|
|
|
Portfolio Update
The Company's investment portfolio (excluding property under development) consisted of the following at September 30, 2016:
- The Entertainment segment included investments in 139 megaplex theatre properties, eight
entertainment retail centers (which include eight additional megaplex theatre properties) and eight family entertainment centers.
The Company’s portfolio of owned entertainment properties consisted of 12.4 million square feet and was 99% leased, including
megaplex theatres that were 100% leased.
- The Education segment included investments in 74 public charter school properties, 24 early education
centers and five private school properties. The Company’s portfolio of owned education properties consisted of 4.8 million square
feet and was 100% leased.
- The Recreation segment included investments in 11 metro ski parks, five waterparks and 23 golf
entertainment complexes. The Company’s portfolio of owned recreation properties was 100% leased.
- The Other segment consisted primarily of the land under ground lease and land held for development
related to the Adelaar casino and resort project in Sullivan County, New York.
The combined owned portfolio consisted of 19.6 million square feet and was 99.5% leased. As of September 30, 2016, the Company
also had a total of approximately $263.0 million invested in property under development.
Investment Update
The Company's investment spending during the three months ended September 30, 2016 totaled $155.1 million (bringing the
year-to-date investment spending to $526.9 million), and included investments in each of its primary operating segments:
- Entertainment investment spending during the three months ended September 30, 2016 totaled $33.9
million, including spending on build-to-suit development and redevelopment of megaplex theatres, entertainment retail centers and
family entertainment centers, as well as $11.7 million to acquire a megaplex theatre.
- Education investment spending during the three months ended September 30, 2016 totaled $71.1 million,
including spending on build-to-suit development and redevelopment of public charter schools, early education centers and private
schools, as well as $8.4 million in acquisitions of two early education centers and a private school.
- Recreation investment spending during the three months ended September 30, 2016 totaled $49.0
million, including spending on build-to-suit development of golf entertainment complexes and waterparks, as well as redevelopment
of metro ski parks.
- Other investment spending during the three months ended September 30, 2016 totaled $1.1 million, and
was related to the Adelaar casino and resort project in Sullivan County, New York.
Asset Recycling
On August 18, 2016, pursuant to a tenant purchase option, the Company completed the sale of a public charter school located in
Colorado for net proceeds of $5.4 million. In connection with this sale, the Company recognized a gain on sale of $0.5 million
during the three months ended September 30, 2016. This gain represents the premium charged to the tenant over the total development
cost for early lease termination in accordance with the purchase option in the lease. This termination fee has been included in FFO
as adjusted, similar to how other lease termination fees and fees received for early prepayment of mortgage notes receivable are
reflected when applicable.
On September 30, 2016, the Company completed the sale of a land parcel located in Texas for net proceeds of $2.1 million. In
connection with this sale, the Company recognized a gain on sale of $1.1 million during the three months ended September 30, 2016.
This gain has been excluded from FFO as adjusted.
Through September 30, 2016, the Company has received net proceeds of approximately $90.0 million from asset dispositions and
anticipates an additional $125.0 million to $200.0 million in proceeds from asset dispositions during the fourth quarter of 2016,
including $85 million of expected sales of public charter schools operated by Imagine Schools, Inc. In 2017, the Company expects an
additional $150.0 million to $200.0 million of disposition proceeds, including another $50.0 million in the first quarter of public
charter schools operated by Imagine Schools, Inc. The Company's ability to consummate these asset dispositions, as well as the
terms of these dispositions, including the amount of proceeds from such dispositions, will depend upon market and other conditions.
As a result, there can be no assurances that these asset dispositions will occur nor can there be any assurances as to the terms or
timing of, or the amount of proceeds from, these asset dispositions.
Balance Sheet Update
The Company had a net debt to adjusted EBITDA ratio (a non-GAAP financial measure) of 5.2x at September 30, 2016. The Company
had $7.3 million of unrestricted cash on hand and $200.0 million outstanding under its $650 million unsecured revolving credit
facility at September 30, 2016.
During the quarter, the Company prepaid in full seven mortgage notes payable totaling $38.1 million with an average annual
interest rate of 6.07%.
As previously announced, on August 22, 2016, the Company issued $340.0 million of senior unsecured notes in a private placement
transaction. The notes were issued in two tranches with $148.0 million bearing interest at 4.35% and due August 22, 2024, and
$192.0 million bearing interest at 4.56% and due August 22, 2026. The notes are guaranteed by the Company's subsidiaries that
guarantee the Company's unsecured credit facilities and existing senior unsecured notes.
Dividend Information
The Company declared regular monthly cash dividends during the third quarter of 2016 totaling $0.96 per common share. This
dividend represents an annualized dividend of $3.84 per common share, an increase of 5.8% over the prior year, and would be the
Company's sixth consecutive year with an annual dividend increase.
The Company also declared third quarter cash dividends 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 $0.4140625 per share on its
6.625% Series F cumulative redeemable preferred shares.
2016 Guidance
The Company is increasing its 2016 guidance for FFO as adjusted per diluted share to a range of $4.75 to $4.82 from a range of
$4.72 to $4.82. In addition, the Company is maintaining 2016 investment spending guidance at a range of $650 million to $700
million.
FFO as adjusted guidance for 2016 is based on FFO per diluted share of $4.68 to $4.75 adjusted for estimated costs associated
with loan refinancing or payoff, gain on insurance recovery, transaction costs, gain on sale of land, termination fees related to
public charter schools and deferred income tax expense. FFO per diluted share is based on a net income per diluted share range of
$3.12 to $3.23 less estimated gain on sale of real estate of a range of $0.08 to $0.12 and the impact of Series C dilution of
$0.03, plus estimated real estate depreciation of $1.67 per diluted share (in accordance with the NAREIT definition of FFO).
Discussion of CNL Asset Acquisition Agreement
As outlined in a separate release, subsequent to quarter-end the Company entered into a definitive Purchase and Sale Agreement
with CNL Lifestyle Properties, Inc. (“CNL Lifestyle”) and funds affiliated with Och-Ziff Real Estate (“OZRE”). The agreement
provides for the Company's acquisition of the Northstar California Ski Resort, 15 attraction properties (waterparks and amusement
parks) and five small family entertainment centers for aggregate consideration valued at approximately $456 million. Additionally,
the Company has agreed to provide approximately $244 million of five-year secured debt financing to OZRE for the purchase of 14 CNL
Lifestyle ski properties valued at approximately $374 million. The Company’s aggregate investment in this transaction is projected
to be valued at approximately $700 million and is expected to be funded with approximately $647 million of EPR common shares and
$53 million of cash before pro-rations, transaction costs and closing adjustments, a portion of which is expected to be included in
the secured debt financing to OZRE. Additionally, the Company has agreed to fund 65% of pre-approved, future property improvements
if requested by OZRE, with such advances capped at $52 million. All OZRE financing will bear interest at 8.5%.
The Company’s common share consideration is subject to a two-way collar between $68.25 and $82.63 per share. If the Company's
volume weighted average share price over the 10 trading days ending on the second trading day prior to close (the "Average EPR
Share Price") increases between the signing of the agreement and the closing, CNL Lifestyle will receive fewer shares until the
Average EPR Share Price reaches $82.63, at which point the number of shares will be fixed at approximately 7.8 million. Conversely,
if the Company’s share price decreases between signing and closing, CNL Lifestyle will receive more shares until the Average EPR
Share Price reaches $68.25, at which point the number of shares will be fixed at approximately 9.5 million. Post-transaction, CNL
Lifestyle will own between approximately 11% and 13% of the pro forma common shares outstanding before distributing the shares to
the CNL Lifestyle shareholders.
This transaction is subject to customary closing conditions, including the approval of the transaction by stockholders holding a
majority of the outstanding shares of common stock of CNL Lifestyle and various third party consents and governmental permits. It
is anticipated that this transaction will close in early second quarter of 2017.
2017 Guidance
The Company is also introducing its 2017 guidance for FFO as adjusted per diluted share of a range of $5.05 to $5.20. In
addition, the Company is introducing its 2017 investment spending guidance of a range of $1.30 billion to $1.35 billion. In
addition to the on-going investments in each of our primary business segments, this guidance includes the estimated impact of the
planned acquisition of certain recreation assets from CNL Lifestyle as well as the estimated impact of planned asset sales, both of
which are discussed further above. There can be no assurances that these transactions will occur.
FFO as adjusted guidance for 2017 is based on FFO per diluted share of $4.70 to $4.81 adjusted for estimated transaction costs,
termination fees related to public charter schools and deferred income tax expense. FFO per diluted share is based on a net income
per diluted share range of $3.42 to $3.57 less estimated gain on sale of real estate of a range of $0.42 to $0.46 and the impact of
Series C and Series E dilution of $0.05, plus estimated real estate depreciation of $1.75 per diluted share (in accordance with the
NAREIT definition of FFO).
Quarterly Supplemental
The Company's supplemental information package for the third quarter and nine months ended September 30, 2016 is available on
the Company's website at http://eprkc.com/earnings-releases-supplemental.
|
|
|
|
|
EPR Properties
Consolidated Statements of Income
(Unaudited, dollars in thousands except per share data)
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
Rental revenue |
|
$ |
102,282 |
|
|
$ |
85,706 |
|
|
$ |
292,115 |
|
|
$ |
240,306 |
|
Tenant reimbursements |
|
3,821 |
|
|
3,718 |
|
|
11,577 |
|
|
11,986 |
|
Other income |
|
2,476 |
|
|
718 |
|
|
5,812 |
|
|
2,416 |
|
Mortgage and other financing income |
|
17,031 |
|
|
18,193 |
|
|
52,907 |
|
|
54,321 |
|
Total revenue |
|
125,610 |
|
|
108,335 |
|
|
362,411 |
|
|
309,029 |
|
Property operating expense |
|
5,626 |
|
|
5,496 |
|
|
16,687 |
|
|
17,623 |
|
Other expense |
|
— |
|
|
221 |
|
|
5 |
|
|
533 |
|
General and administrative expense |
|
9,091 |
|
|
7,482 |
|
|
27,309 |
|
|
22,920 |
|
Retirement severance expense |
|
— |
|
|
— |
|
|
— |
|
|
18,578 |
|
Costs associated with loan refinancing or payoff |
|
14 |
|
|
18 |
|
|
905 |
|
|
261 |
|
Interest expense, net |
|
24,265 |
|
|
20,529 |
|
|
70,310 |
|
|
59,123 |
|
Transaction costs |
|
2,947 |
|
|
783 |
|
|
4,881 |
|
|
6,818 |
|
Depreciation and amortization |
|
27,601 |
|
|
23,498 |
|
|
79,222 |
|
|
64,702 |
|
Income before equity in income from joint ventures and other items |
|
56,066 |
|
|
50,308 |
|
|
163,092 |
|
|
118,471 |
|
Equity in income from joint ventures |
|
203 |
|
|
339 |
|
|
501 |
|
|
701 |
|
Gain (loss) on sale of real estate |
|
1,615 |
|
|
(95 |
) |
|
3,885 |
|
|
23,829 |
|
Income before income taxes |
|
57,884 |
|
|
50,552 |
|
|
167,478 |
|
|
143,001 |
|
Income tax expense |
|
(358 |
) |
|
(498 |
) |
|
(637 |
) |
|
(1,418 |
) |
Income from continuing operations |
|
$ |
57,526 |
|
|
$ |
50,054 |
|
|
$ |
166,841 |
|
|
$ |
141,583 |
|
Discontinued operations: |
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
— |
|
|
141 |
|
|
— |
|
|
199 |
|
Net income attributable to EPR Properties |
|
57,526 |
|
|
50,195 |
|
|
166,841 |
|
|
141,782 |
|
Preferred dividend requirements |
|
(5,951 |
) |
|
(5,951 |
) |
|
(17,855 |
) |
|
(17,855 |
) |
Net income available to common shareholders of EPR Properties |
|
$ |
51,575 |
|
|
$ |
44,244 |
|
|
$ |
148,986 |
|
|
$ |
123,927 |
|
Per share data attributable to EPR Properties common shareholders: |
|
|
|
|
|
|
|
|
Basic earnings per share data: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.81 |
|
|
$ |
0.76 |
|
|
$ |
2.35 |
|
|
$ |
2.15 |
|
Income from discontinued operations |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net income available to common shareholders |
|
$ |
0.81 |
|
|
$ |
0.76 |
|
|
$ |
2.35 |
|
|
$ |
2.15 |
|
Diluted earnings per share data: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.81 |
|
|
$ |
0.76 |
|
|
$ |
2.35 |
|
|
$ |
2.15 |
|
Loss from discontinued operations |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net income available to common shareholders |
|
$ |
0.81 |
|
|
$ |
0.76 |
|
|
$ |
2.35 |
|
|
$ |
2.15 |
|
Shares used for computation (in thousands): |
|
|
|
|
|
|
|
|
Basic |
|
63,627 |
|
|
58,083 |
|
|
63,296 |
|
|
57,468 |
|
Diluted |
|
63,747 |
|
|
58,278 |
|
|
63,393 |
|
|
57,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPR Properties
Condensed Consolidated Balance Sheets
(Dollars in thousands)
|
|
|
|
|
|
|
|
September 30, 2016 |
|
December 31, 2015 |
Assets |
|
(unaudited) |
|
|
Rental properties, net of accumulated depreciation of $609,103 and
$534,303 at September 30, 2016 and December 31, 2015, respectively
|
|
$ |
3,490,998 |
|
|
$ |
3,025,199 |
Land held for development |
|
22,530 |
|
|
23,610 |
Property under development |
|
263,026 |
|
|
378,920 |
Mortgage notes and related accrued interest receivable |
|
440,878 |
|
|
423,780 |
Investment in a direct financing lease, net |
|
189,152 |
|
|
190,880 |
Investment in joint ventures |
|
6,159 |
|
|
6,168 |
Cash and cash equivalents |
|
7,311 |
|
|
4,283 |
Restricted cash |
|
20,463 |
|
|
10,578 |
Accounts receivable, net |
|
81,217 |
|
|
59,101 |
Other assets |
|
99,236 |
|
|
94,751 |
Total assets |
|
$ |
4,620,970 |
|
|
$ |
4,217,270 |
Liabilities and Equity |
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
101,019 |
|
|
$ |
92,178 |
Dividends payable |
|
26,312 |
|
|
24,352 |
Unearned rents and interest |
|
55,636 |
|
|
44,952 |
Debt |
|
2,248,576 |
|
|
1,981,920 |
Total liabilities |
|
2,431,543 |
|
|
2,143,402 |
Total equity |
|
$ |
2,189,427 |
|
|
$ |
2,073,868 |
Total liabilities and equity |
|
$ |
4,620,970 |
|
|
$ |
4,217,270 |
|
|
|
|
|
|
|
|
EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
FFO: (A) |
|
|
|
|
|
|
|
|
Net income available to common shareholders of EPR Properties |
|
$ |
51,575 |
|
|
$ |
44,244 |
|
|
$ |
148,986 |
|
|
$ |
123,927 |
|
Gain on sale of real estate (excluding land sale) |
|
(549 |
) |
|
— |
|
|
(2,819 |
) |
|
(23,748 |
) |
Real estate depreciation and amortization |
|
27,147 |
|
|
23,071 |
|
|
77,870 |
|
|
63,485 |
|
Allocated share of joint venture depreciation |
|
56 |
|
|
64 |
|
|
174 |
|
|
193 |
|
FFO available to common shareholders of EPR Properties |
|
$ |
78,229 |
|
|
$ |
67,379 |
|
|
$ |
224,211 |
|
|
$ |
163,857 |
|
|
|
|
|
|
|
|
|
|
FFO available to common shareholders of EPR Properties |
|
$ |
78,229 |
|
|
$ |
67,379 |
|
|
$ |
224,211 |
|
|
$ |
163,857 |
|
Add: Preferred dividends for Series C preferred shares |
|
1,941 |
|
|
1,941 |
|
|
5,823 |
|
|
— |
|
Diluted FFO available to common shareholders of EPR Properties |
|
$ |
80,170 |
|
|
$ |
69,320 |
|
|
$ |
230,034 |
|
|
$ |
163,857 |
|
|
|
|
|
|
|
|
|
|
FFO per common share attributable to EPR Properties: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.23 |
|
|
$ |
1.16 |
|
|
$ |
3.54 |
|
|
$ |
2.85 |
|
Diluted |
|
1.22 |
|
|
1.15 |
|
|
3.52 |
|
|
2.84 |
|
Shares used for computation (in thousands): |
|
|
|
|
|
|
|
|
Basic |
|
63,627 |
|
|
58,083 |
|
|
63,296 |
|
|
57,468 |
|
Diluted |
|
63,747 |
|
|
58,278 |
|
|
63,393 |
|
|
57,699 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding-diluted EPS |
|
63,747 |
|
|
58,278 |
|
|
63,393 |
|
|
57,699 |
|
Effect of dilutive Series C preferred shares |
|
2,036 |
|
|
2,022 |
|
|
2,029 |
|
|
— |
|
Adjusted weighted average shares outstanding-diluted |
|
65,783 |
|
|
60,300 |
|
|
65,422 |
|
|
57,699 |
|
Other financial information: |
|
|
|
|
|
|
|
|
Straight-lined rental revenue |
|
$ |
4,597 |
|
|
$ |
2,738 |
|
|
$ |
10,950 |
|
|
$ |
8,892 |
|
Termination and prepayment fees |
|
$ |
549 |
|
|
$ |
— |
|
|
$ |
6,413 |
|
|
$ |
— |
|
Dividends per common share |
|
$ |
0.960 |
|
|
$ |
0.908 |
|
|
$ |
2.880 |
|
|
$ |
2.723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
|
NAREIT developed FFO as a relative non-GAAP financial measure of performance of an
equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined
under GAAP and management provides FFO herein because it believes this information is useful to investors in this regard. FFO
is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure
to GAAP net income available to common shareholders and earnings per share. Pursuant to the definition of FFO by the Board of
Governors of NAREIT, the Company calculates FFO as net income available to common shareholders, computed in accordance with
GAAP, excluding gains and losses from sales [or acquisitions] of depreciable operating properties and impairment losses of
depreciable real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated
partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other
affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in
accordance with this definition. FFO is a non-GAAP financial measure. FFO does not represent cash flows from operations as
defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an
alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or
liquidity as defined by GAAP. In addition to FFO, the Company presents FFO as adjusted. Management believes it is useful to
provide it here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO as
adjusted is FFO plus provision for loan losses, costs (gain) associated with loan refinancing or payoff, net, retirement
severance expense, preferred share redemption costs, termination fees associated with tenants' exercises of public charter
school buy-out options and transaction costs (benefit), less gain on early extinguishment of debt, gain (loss) on sale of land,
gain on insurance recovery and deferred tax benefit (expense). FFO as adjusted is a non-GAAP financial measure. FFO as adjusted
does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all
cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results
of the Company's operations, cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate
FFO or FFO as adjusted the same way so comparisons of each of these non-GAAP measures with other REITs may not be
meaningful. |
|
|
|
The conversion of the 5.75% Series C cumulative convertible preferred shares would be dilutive to FFO per share for the three
and nine months ended September 30, 2016 and the three months ended September 30, 2015 and to FFOAA per share for the three and
nine months ended September 30, 2016 and 2015. Therefore, the additional 2.0 million 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 diluted FFOAA per share for these periods. The additional 2.0 million common shares that would result from the
conversion of the 5.75% Series C cumulative convertible preferred shares and the corresponding add-back of the preferred dividends
declared on those shares are not included in the calculation of diluted per share data for the remaining periods above because the
effect is not dilutive. The effect of the conversion of our 9.0% Series E cumulative convertible preferred shares and the
additional 1.6 million common shares that would result from the conversion do not result in more dilution to per share results
and are therefore not included in the calculation of diluted per share data for the three and nine months ended September 30, 2016
and 2015.
Net Debt to Adjusted EBITDA Ratio
Net Debt to Adjusted EBITDA Ratio is a supplemental measure derived from non-GAAP financial measures the Company uses to
evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors
commonly use versions of 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 Ratio 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 available to common shareholders (both reported in accordance with GAAP) to Net Debt,
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):
|
|
September 30, |
|
|
2016 |
|
2015 |
Net Debt: (B) |
|
|
|
|
Debt |
|
$ |
2,248,576 |
|
|
$ |
2,018,354 |
|
Deferred financing costs, net |
|
18,885 |
|
|
19,101 |
|
Cash and cash equivalents |
|
(7,311 |
) |
|
(14,614 |
) |
Net Debt |
|
$ |
2,260,150 |
|
|
$ |
2,022,841 |
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
2016 |
|
2015 |
Adjusted EBITDA: (C) |
|
|
|
|
Net income available to common shareholders of EPR Properties |
|
$ |
51,575 |
|
|
$ |
44,244 |
|
Costs associated with loan refinancing or payoff |
|
14 |
|
|
18 |
|
Interest expense, net |
|
24,265 |
|
|
20,529 |
|
Transaction costs |
|
2,947 |
|
|
783 |
|
Depreciation and amortization |
|
27,601 |
|
|
23,498 |
|
Equity in income from joint ventures |
|
(203 |
) |
|
(339 |
) |
(Gain) loss on sale of real estate |
|
(1,615 |
) |
|
95 |
|
Income tax expense (1) |
|
358 |
|
|
527 |
|
Preferred dividend requirements |
|
5,951 |
|
|
5,951 |
|
Gain on insurance recovery (2) |
|
(1,825 |
) |
|
— |
|
Adjusted EBITDA (for the quarter) |
|
$ |
109,068 |
|
|
$ |
95,306 |
|
|
|
|
|
|
Adjusted EBITDA (3) |
|
$ |
436,272 |
|
|
$ |
381,224 |
|
|
|
|
|
|
Net Debt/Adjusted EBITDA Ratio |
|
5.2 |
|
|
5.3 |
|
|
|
|
|
|
(1) Includes discontinued operations |
(2) Included in other income in the accompanying consolidated statements
of income. Other income includes the following: |
|
|
|
|
|
Three Months Ended September 30, |
|
|
2016 |
|
2015 |
Income from settlement of foreign currency swap contracts |
|
$ |
643 |
|
|
$ |
662 |
|
Gain on insurance recovery |
|
1,825 |
|
|
— |
|
Miscellaneous income |
|
8 |
|
|
56 |
|
Other income |
|
$ |
2,476 |
|
|
$ |
718 |
|
|
|
|
|
|
(3) Adjusted EBITDA for the quarter is multiplied by four to calculate an
annual amount. |
|
(B) |
|
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. |
|
(C) |
|
Management uses Adjusted EBITDA in its analysis of the performance of the business
and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items
that management believes are not indicative of operating performance, and that it is an informative measure to use in computing
various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as net income available to common
shareholders excluding costs associated with loan refinancing or payoff, interest expense (net), depreciation and amortization,
equity in (income) loss from joint ventures, gain (loss) on the sale of real estate, gain on insurance recovery, income tax
expense (benefit), preferred dividend requirements, the effect of non-cash impairment charges, retirement severance expense,
the provision for loan losses and transaction costs (benefit), and which is then multiplied by four to get an annual
amount. |
|
|
|
|
|
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 for the
purpose of evaluating the Company's performance or to cash flows as a measure of liquidity.
|
|
|
|
About EPR Properties
EPR Properties is a specialty real estate investment trust (REIT) that invests in properties in select market segments which
require unique industry knowledge, while offering the potential for stable and attractive returns. Our total investments exceed
$5.0 billion and our primary investment segments are Entertainment, Recreation and Education. We adhere to rigorous underwriting
and investing criteria centered on key industry and property level cash flow standards. We believe our focused niche approach
provides a competitive advantage, and the potential for higher growth and better yields.
Important Information for Investors and Shareholders
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval. In connection with the transaction referred to in this communication, EPR Properties expects to file a
registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) containing a preliminary proxy statement of
CNL Lifestyle that also constitutes a preliminary prospectus of EPR Properties. After the registration statement is declared
effective, CNL Lifestyle will mail a definitive proxy statement/prospectus to stockholders of CNL Lifestyle. This communication is
not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that EPR Properties
or CNL Lifestyle may file with the SEC and send to CNL Lifestyle’s stockholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF CNL LIFESTYLE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed by
EPR Properties and CNL Lifestyle with the SEC though the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by EPR Properties with the SEC will be available free of
charge on EPR Properties’ website at www.eprkc.com, or by contacting EPR Properties’ Investor Relations Department at (816) 472-1700. Copies of
documents filed by CNL Lifestyle with the SEC will be available free of charge on CNL Lifestyle’s website at www.cnllifestylereit.com, or by contacting CNL Lifestyle’s Investor Relations Department at (866) 650-0650. The
content of the websites referenced above are not deemed incorporated by reference into the registration statement or the proxy
statement/prospectus.
Certain Information Regarding Participants
EPR Properties and CNL Lifestyle and their respective trustees/directors, executive officers and other management members and
employees may be deemed participants in the solicitation of proxies with respect to the proposed transactions under the rules of
the SEC. Information about the trustees and executive officers of EPR Properties is set forth in its proxy statement for its 2016
annual meeting of shareholders, which was filed with the SEC on April 1, 2016, and Form 4’s of EPR Properties’ trustees and
executive officers filed with the SEC. Information about the directors and executive officers of CNL Lifestyle is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 28, 2016, its proxy
statement for its 2015 annual meeting of stockholders, which was filed with the SEC on November 3, 2015, and in Form 4’s of CNL
Lifestyle’s directors and executive officers filed with the SEC. Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in
the joint proxy statement/prospectus and other relevant materials to be filed with the SEC if and when they become available.
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. 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. Furthermore,
neither CNL Lifestyle Properties, Inc. nor EPR Properties guarantees that the assumptions underlying such forward-looking
statements are free from errors. These risks, as well as other risks associated with the pending acquisition of properties from CNL
Lifestyle Properties, Inc., will be more fully discussed in the Prospectus that will be included in the Registration Statement on
Form S-4 that EPR Properties and CNL Lifestyle Properties, Inc. will file with the SEC in connection with the pending
acquisition. 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
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