EX-99.3 4 ex993-eprx6302020supplemen.htm SUPPLEMENTAL OPERATING AND FINANCIAL DATA Exhibit
Exhibit 99.3


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Supplemental Operating and Financial Data
Second Quarter and Six Months Ended June 30, 2020




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


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Q2 2020 Supplemental
Page 2
 
 
 


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS


The financial results in this document reflect preliminary, unaudited results, which are not final until the Company's Quarterly Report on Form 10-Q is filed. 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 the uncertain financial impact of COVID-19, our capital resources and liquidity, expected dividend payments, expected liquidity and performance of our customers, including AMC, future expenditures for development projects and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue paying dividends at expected levels, or at all, or continue to comply with applicable covenants under its debt agreements, which could materially impact actual performance. 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. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission ("SEC") on May 11, 2020.

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

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 22 through 24 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 25 through 29.




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Q2 2020 Supplemental
Page 3
 
 
 


COMPANY PROFILE
THE COMPANY
 
COMPANY STRATEGY
EPR Properties ("EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997.
 
EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
 
 
Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.
 
Our strategic growth is focused on acquiring or developing experiential real estate venues which create value by facilitating out of home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. These are properties which make up the social infrastructure of society.
 
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
portfoliocompositionnewa02.jpg
 
 
As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
 
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BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
 
 
 
 
 
 
 
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Q2 2020 Supplemental
Page 4
 
 
 


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

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

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Q2 2020 Supplemental
Page 5
 
 
 


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

 
 
 
 
 
 
 
 
 
THREE MONTHS ENDED JUNE 30,
 
SIX MONTHS ENDED JUNE 30,
Operating Information:
2020
 
2019
 
2020
 
2019
Revenue (1)
$
106,360

 
$
161,740

 
$
257,372

 
$
312,267

Net (loss) income available to common shareholders of EPR Properties
(68,999
)
 
60,560

 
(37,915
)
 
119,875

EBITDAre (2)
58,537

 
133,683

 
173,667

 
265,179

Adjusted EBITDA (2)
77,801

 
140,606

 
207,730

 
276,745

Interest expense, net (1)
38,340

 
36,458

 
73,093

 
70,421

Capitalized interest
242

 
1,530

 
504

 
4,667

Straight-lined rental revenue
2,229

 
3,223

 
(7,479
)
 
5,637

Dividends declared on preferred shares
6,034

 
6,034

 
12,068

 
12,068

Dividends declared on common shares
30,081

 
86,097

 
119,077

 
170,440

General and administrative expense
10,432

 
12,230

 
21,420

 
24,360

 
 
 
 
 
 
 
 
 
JUNE 30,
 
 
 
 
Balance Sheet Information:
2020
 
2019
 
 
 
 
Total assets
$
7,002,978

 
$
6,746,655

 
 
 
 
Accumulated depreciation
1,034,771

 
954,806

 
 
 
 
Cash and cash equivalents
1,006,981

 
6,927

 
 
 
 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets)
7,030,768

 
7,694,534

 
 
 
 
Debt
3,854,088

 
3,216,623

 
 
 
 
Deferred financing costs, net
35,907

 
31,957

 
 
 
 
Net debt (2)
2,883,014

 
3,241,653

 
 
 
 
Equity
2,736,257

 
3,044,898

 
 
 
 
Common shares outstanding
74,613

 
77,556

 
 
 
 
Total market capitalization (using EOP closing price)
5,725,973

 
9,397,591

 
 
 
 
Net debt/gross assets
41
%
 
42
%
 
 
 
 
Net debt/Adjusted EBITDA ratio (3)
Footnote 6

 
5.8

 
 
 
 
Adjusted net debt/Annualized adjusted EBITDA ratio (2)(4)(5)
Footnote 6

 
5.5

 
 
 
 
 
 
 
 
 
 
 
 
(1) Excludes discontinued operations.
(2) See pages 22 through 24 for definitions. See calculation as applicable on page 28.
(3) Adjusted EBITDA in this calculation is for the quarter multiplied times four. See pages 22 through 24 for definitions. See calculation on page 28.
(4) Adjusted net debt is net debt less 40% times property under development. See pages 22 through 24 for definitions.
 
 
 
 
(5) Annualized adjusted EBITDA is adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 28 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 22 through 24 for definitions.
(6) Not presented as this ratio is not meaningful given the temporary disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.

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Q2 2020 Supplemental
Page 6
 
 
 


SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3ND QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Real estate investments
 
$
6,144,830

 
$
6,208,685

 
$
6,186,562

 
$
6,558,790

 
$
6,553,052

 
$
5,992,707

Less: accumulated depreciation
 
(1,034,771
)
 
(1,023,993
)
 
(989,254
)
 
(989,480
)
 
(954,806
)
 
(920,409
)
Land held for development
 
26,244

 
28,080

 
28,080

 
28,080

 
28,080

 
28,080

Property under development
 
39,039

 
30,063

 
36,756

 
31,825

 
80,695

 
315,237

Operating lease right-of-use assets
 
189,058

 
207,605

 
211,187

 
219,459

 
220,758

 
211,299

Mortgage notes and related accrued interest receivable
 
357,668

 
356,666

 
357,391

 
413,695

 
550,131

 
527,627

Investment in direct financing leases, net
 

 

 

 
20,727

 
20,675

 
20,616

Investment in joint ventures
 
28,925

 
33,897

 
34,317

 
35,222

 
35,658

 
35,188

Cash and cash equivalents
 
1,006,981

 
1,225,122

 
528,763

 
115,839

 
6,927

 
11,116

Restricted cash
 
2,615

 
4,583

 
2,677

 
5,929

 
5,010

 
11,166

Accounts receivable
 
134,774

 
72,537

 
86,858

 
99,190

 
108,433

 
111,146

Other assets
 
107,615

 
112,095

 
94,174

 
94,014

 
92,042

 
87,458

Total assets
 
$
7,002,978

 
$
7,255,340

 
$
6,577,511

 
$
6,633,290

 
$
6,746,655

 
$
6,431,231

 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
96,454

 
$
112,167

 
$
122,939

 
$
121,351

 
$
126,015

 
$
117,746

Operating lease liabilities
 
229,030

 
232,343

 
235,650

 
244,358

 
245,372

 
235,612

Common dividends payable
 
19

 
30,063

 
29,424

 
29,340

 
29,084

 
28,306

Preferred dividends payable
 
6,034

 
6,034

 
6,034

 
6,034

 
6,034

 
6,034

Unearned rents and interest
 
81,096

 
84,190

 
74,829

 
89,797

 
78,629

 
85,012

Line of credit
 
750,000

 
750,000

 

 

 
240,000

 
70,000

Deferred financing costs, net
 
(35,907
)
 
(35,933
)
 
(37,165
)
 
(38,384
)
 
(31,957
)
 
(32,838
)
Other debt
 
3,139,995

 
3,139,995

 
3,139,995

 
3,139,995

 
3,008,580

 
3,008,580

Total liabilities
 
4,266,721

 
4,318,859

 
3,571,706

 
3,592,491

 
3,701,757

 
3,518,452

Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Common stock and additional paid-in-capital
 
3,849,803

 
3,845,911

 
3,835,674

 
3,815,278

 
3,759,032

 
3,597,916

Preferred stock at par value
 
148

 
148

 
148

 
148

 
148

 
148

Treasury stock
 
(260,351
)
 
(154,357
)
 
(147,435
)
 
(147,435
)
 
(147,143
)
 
(146,906
)
Accumulated other comprehensive income
 
(4,331
)
 
(5,289
)
 
7,275

 
4,659

 
5,174

 
8,397

Distributions in excess of net income
 
(849,012
)
 
(749,932
)
 
(689,857
)
 
(631,851
)
 
(572,313
)
 
(546,776
)
Total equity
 
2,736,257

 
2,936,481

 
3,005,805

 
3,040,799

 
3,044,898

 
2,912,779

Total liabilities and equity
 
$
7,002,978

 
$
7,255,340

 
$
6,577,511

 
$
6,633,290

 
$
6,746,655

 
$
6,431,231

 
 
 
 
 
 
 
 
 
 
 
 
 

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Q2 2020 Supplemental
Page 7
 
 
 


SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
 
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Rental revenue
$
97,531

 
$
135,043

 
$
154,765

 
$
150,962

 
$
147,003

 
$
140,292

Other income
416

 
7,573

 
8,386

 
11,464

 
5,726

 
344

Mortgage and other financing income
8,413

 
8,396

 
7,195

 
6,930

 
9,011

 
9,891

Total revenue
106,360

 
151,012

 
170,346

 
169,356

 
161,740

 
150,527

 


 
 
 
 
 
 
 
 
 
 
Property operating expense
15,329

 
13,093

 
16,097

 
14,494

 
14,597

 
15,551

Other expense
2,798

 
9,534

 
10,173

 
11,403

 
8,091

 

General and administrative expense
10,432

 
10,988

 
10,831

 
11,600

 
12,230

 
11,710

Severance expense

 

 
423

 
1,521

 

 
420

Costs associated with loan refinancing or payoff
820

 

 

 
38,269

 

 

Interest expense, net
38,340

 
34,753

 
34,914

 
36,667

 
36,458

 
33,963

Transaction costs
771

 
1,075

 
5,784

 
5,959

 
6,923

 
5,123

Credit loss expense
3,484

 
1,192

 

 

 

 

Impairment charges
51,264

 

 
2,206

 

 

 

Depreciation and amortization
42,450

 
43,810

 
42,398

 
41,644

 
38,790

 
36,002

(Loss) income before equity in (loss) income from joint ventures, other items and discontinued operations
(59,328
)
 
36,567

 
47,520

 
7,799

 
44,651

 
47,758

Equity in (loss) income from joint ventures
(1,724
)
 
(420
)
 
(905
)
 
(435
)
 
470

 
489

Impairment charges on joint ventures
(3,247
)
 

 

 

 

 

Gain (loss) on sale of real estate
22

 
220

 
3,717

 
845

 

 
(388
)
Income tax benefit
1,312

 
751

 
530

 
600

 
1,300

 
605

(Loss) income from continuing operations
(62,965
)
 
37,118

 
50,862

 
8,809

 
46,421

 
48,464

Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations before other items

 

 
4,937

 
11,736

 
10,399

 
10,169

Impairment on public charter school portfolio sale

 

 
(21,433
)
 

 

 

Gain on sale of real estate from discontinued operations

 

 
1,931

 
13,458

 
9,774

 
6,716

(Loss) income from discontinued operations

 

 
(14,565
)
 
25,194

 
20,173

 
16,885

Net (loss) income
(62,965
)
 
37,118

 
36,297

 
34,003

 
66,594

 
65,349

Preferred dividend requirements
(6,034
)
 
(6,034
)
 
(6,034
)
 
(6,034
)
 
(6,034
)
 
(6,034
)
Net (loss) income available to common shareholders of EPR Properties
$
(68,999
)
 
$
31,084

 
$
30,263

 
$
27,969

 
$
60,560

 
$
59,315

 
 
 
 
 
 
 
 
 
 
 
 

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Q2 2020 Supplemental
Page 8
 
 
 


FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1):
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Net (loss) income available to common shareholders of EPR Properties
 
$
(68,999
)
 
$
31,084

 
$
30,263

 
$
27,969

 
$
60,560

 
$
59,315

Gain on sale of real estate
 
(22
)
 
(220
)
 
(5,648
)
 
(14,303
)
 
(9,774
)
 
(6,328
)
Impairment of real estate investments, net (2)
 
36,255

 

 
23,639

 

 

 

Real estate depreciation and amortization
 
42,151

 
43,525

 
44,242

 
44,863

 
42,098

 
39,514

Allocated share of joint venture depreciation
 
378

 
383

 
551

 
553

 
554

 
555

Impairment charges on joint ventures
 
3,247

 

 

 

 

 

FFO available to common shareholders of EPR Properties
 
$
13,010

 
$
74,772

 
$
93,047

 
$
59,082

 
$
93,438

 
$
93,056

FFO available to common shareholders of EPR Properties
 
$
13,010

 
$
74,772

 
$
93,047

 
$
59,082

 
$
93,438

 
$
93,056

Add: Preferred dividends for Series C preferred shares
 

 
1,939

 
1,937

 

 
1,939

 
1,939

Add: Preferred dividends for Series E preferred shares
 

 
1,939

 
1,939

 

 
1,939

 
1,939

Diluted FFO available to common shareholders of EPR Properties
 
$
13,010

 
$
78,650

 
$
96,923

 
$
59,082

 
$
97,316

 
$
96,934

 
 
 
 
 
 
 
 
 
 
 
 
 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
 
 
 
 
 
 
 
 
 
 
 
 
FFO available to common shareholders of EPR Properties
 
$
13,010

 
$
74,772

 
$
93,047

 
$
59,082

 
$
93,438

 
$
93,056

Costs associated with loan refinancing or payoff
 
820

 

 
43

 
38,407

 

 

Transaction costs
 
771

 
1,075

 
5,784

 
5,959

 
6,923

 
5,123

Severance expense
 

 

 
423

 
1,521

 

 
420

Termination fee included in gain on sale
 

 

 
1,217

 
11,324

 
6,533

 
5,001

Impairment of operating lease right-of-use assets (2)
 
15,009

 

 

 

 

 

Credit loss expense
 
3,484

 
1,192

 

 

 

 

Deferred income tax benefit
 
(1,676
)
 
(1,113
)
 
(847
)
 
(984
)
 
(1,675
)
 
(609
)
FFO as adjusted available to common shareholders of EPR Properties
 
$
31,418

 
$
75,926

 
$
99,667

 
$
115,309

 
$
105,219

 
$
102,991

 
 
 
 
 
 
 
 
 
 
 
 
 
FFO as adjusted available to common shareholders of EPR Properties
 
$
31,418

 
$
75,926

 
$
99,667

 
$
115,309

 
$
105,219

 
$
102,991

Add: Preferred dividends for Series C preferred shares
 

 
1,939

 
1,937

 
1,939

 
1,939

 
1,939

Add: Preferred dividends for Series E preferred shares
 

 
1,939

 
1,939

 
1,939

 
1,939

 
1,939

Diluted FFO as adjusted available to common shareholders of EPR Properties
 
$
31,418

 
$
79,804

 
$
103,543

 
$
119,187

 
$
109,097

 
$
106,869

FFO per common share:
 


 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.17

 
$
0.95

 
$
1.19

 
$
0.76

 
$
1.23

 
$
1.25

Diluted
 
0.17

 
0.95

 
1.18

 
0.76

 
1.22

 
1.23

FFO as adjusted per common share:
 


 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.41

 
$
0.97

 
$
1.27

 
$
1.49

 
$
1.38

 
$
1.38

Diluted
 
0.41

 
0.97

 
1.26

 
1.46

 
1.36

 
1.36

Shares used for computation (in thousands):
 


 
 
 
 
 
 
 
 
 
 
Basic
 
76,310

 
78,467

 
78,456

 
77,632

 
76,164

 
74,679

Diluted
 
76,310

 
78,476

 
78,485

 
77,664

 
76,199

 
74,725

Effect of dilutive Series C preferred shares
 

 
2,232

 
2,184

 
2,170

 
2,158

 
2,145

Effect of dilutive Series E preferred shares
 

 
1,664

 
1,640

 
1,634

 
1,628

 
1,622

Adjusted weighted-average shares outstanding-diluted Series C and Series E
 
76,310

 
82,372

 
82,309

 
81,468

 
79,985

 
78,492

(1) See pages 22 through 24 for definitions.
 
 
 
 
 
 
 
 
 
 
 
 
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, 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.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

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Q2 2020 Supplemental
Page 9
 
 
 


ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1):
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
FFO available to common shareholders of EPR Properties
 
$
13,010

 
$
74,772

 
$
93,047

 
$
59,082

 
$
93,438

 
$
93,056

Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Costs associated with loan refinancing or payoff
 
820

 

 
43

 
38,407

 

 

Transaction costs
 
771

 
1,075

 
5,784

 
5,959

 
6,923

 
5,123

Impairment of operating lease right-of-use assets (2)
 
15,009

 

 

 

 

 

Credit loss expense
 
3,484

 
1,192

 

 

 

 

Severance expense
 

 

 
423

 
1,521

 

 
420

Termination fees included in gain on sale
 

 

 
1,217

 
11,324

 
6,533

 
5,001

Deferred income tax benefit
 
(1,676
)
 
(1,113
)
 
(847
)
 
(984
)
 
(1,675
)
 
(609
)
Non-real estate depreciation and amortization
 
299

 
285

 
288

 
271

 
257

 
229

Deferred financing fees amortization
 
1,651

 
1,634

 
1,621

 
1,552

 
1,517

 
1,502

Share-based compensation expense to management and trustees
 
3,463

 
3,509

 
3,349

 
3,372

 
3,283

 
3,177

Amortization of above/below market leases, net and tenant allowances
 
(108
)
 
(152
)
 
(119
)
 
(107
)
 
(58
)
 
(59
)
Maintenance capital expenditures (3)
 
(1,291
)
 
(928
)
 
(2,276
)
 
(2,370
)
 
(510
)
 
(297
)
Straight-lined rental revenue
 
(2,229
)
 
9,708

 
(3,516
)
 
(4,399
)
 
(3,223
)
 
(2,414
)
Straight-lined ground sublease expense
 
207

 
176

 
237

 
256

 
205

 
184

Non-cash portion of mortgage and other financing income
 
(97
)
 
(91
)
 
(91
)
 
(237
)
 
(1,069
)
 
(1,014
)
AFFO available to common shareholders of EPR Properties
 
$
33,313

 
$
90,067

 
$
99,160

 
$
113,647

 
$
105,621

 
$
104,299

 
 
 
 
 
 
 
 
 
 
 
 
 
AFFO available to common shareholders of EPR Properties
 
$
33,313

 
$
90,067

 
$
99,160

 
$
113,647

 
$
105,621

 
$
104,299

Add: Preferred dividends for Series C preferred shares
 

 
1,939

 
1,937

 
1,939

 
1,939

 
1,939

Add: Preferred dividends for Series E preferred shares
 

 
1,939

 
1,939

 
1,939

 
1,939

 
1,939

Diluted AFFO available to common shareholders of EPR Properties
 
$
33,313

 
$
93,945

 
$
103,036

 
$
117,525

 
$
109,499

 
$
108,177

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average diluted shares outstanding (in thousands)
 
76,310

 
78,476

 
78,485

 
77,664

 
76,199

 
74,725

Effect of dilutive Series C preferred shares
 

 
2,232

 
2,184

 
2,170

 
2,158

 
2,145

Effect of dilutive Series E preferred shares
 

 
1,664

 
1,640

 
1,634

 
1,628

 
1,622

Adjusted weighted-average shares outstanding-diluted
 
76,310

 
82,372

 
82,309

 
81,468

 
79,985

 
78,492

 
 


 
 
 
 
 
 
 
 
 
 
AFFO per diluted common share
 
$
0.44

 
$
1.14

 
$
1.25

 
$
1.44

 
$
1.37

 
$
1.38

 
 


 
 
 
 
 
 
 
 
 
 
Dividends declared per common share
 
$
0.3825

 
$
1.1325

 
$
1.1250

 
$
1.1250

 
$
1.1250

 
$
1.1250

 
 


 
 
 
 
 
 
 
 
 
 
AFFO payout ratio (4)
 
87
%
 
99
%
 
90
%
 
78
%
 
82
%
 
82
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See pages 22 through 24 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, 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.
(3) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(4) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 10
 
 
 


CAPITAL STRUCTURE AS OF JUNE 30, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
 
 
BONDS/TERM LOAN/OTHER (1) (2)
 
UNSECURED CREDIT FACILITY (3)
 
UNSECURED SENIOR NOTES
 
TOTAL
 
WEIGHTED AVG INTEREST RATE
 
YEAR
 
 
 
 
 
 
2020
 
$

 
$

 
$

 
$

 
—%
 
2021
 

 

 

 

 
—%
 
2022
 

 
750,000

 

 
750,000

 
2.25%
 
2023
 
400,000

 

 
275,000

 
675,000

 
4.41%
 
2024
 

 

 
148,000

 
148,000

 
5.00%
 
2025
 

 

 
300,000

 
300,000

 
4.50%
 
2026
 

 

 
642,000

 
642,000

 
4.89%
 
2027
 

 

 
450,000

 
450,000

 
4.50%
 
2028
 

 

 
400,000

 
400,000

 
4.95%
 
2029
 

 

 
500,000

 
500,000

 
3.75%
 
2030
 

 

 

 

 
—%
 
Thereafter
 
24,995

 

 

 
24,995

 
1.39%
 
Less: deferred financing costs, net
 

 

 

 
(35,907
)
 
—%
 
 
 
$
424,995

 
$
750,000

 
$
2,715,000

 
$
3,854,088

 
4.06%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE
 
WEIGHTED AVG INTEREST RATE
 
WEIGHTED AVG MATURITY
 
 
 
Fixed rate unsecured debt (1)
 
$
3,115,000

 
4.52
%
 
6.04

 
 
 
Fixed rate secured debt (2)
 
24,995

 
1.39
%
 
27.09

 
 
 
Variable rate unsecured debt
 
750,000

 
2.25
%
 
1.66

 
 
 
Less: deferred financing costs, net
 
(35,907
)
 
%
 

 
 
 
     Total
 
 
 
$
3,854,088

 
4.06
%
 
5.33

 
 
 
 
(1) Includes $400 million of term loan that has been fixed through interest rate swaps through February 7, 2022.
(2) Includes $25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024.
(3) Unsecured Revolving Credit Facility Summary:
 
 
 
 
BALANCE
 
 
 
RATE
 
 
 
 
 
COMMITMENT
 
AT 6/30/2020
 
MATURITY
 
AT 6/30/2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$1,000,000
 
$
750,000

 
February 27, 2022
 
2.25%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: This facility has a seven-month extension available at the Company's option (solely with respect to the unsecured revolving credit portion of the facility) and includes an accordion feature pursuant to which the maximum borrowing amount under the combined unsecured revolving credit and term loan facility can be increased from $1.4 billion to $2.4 billion, in each case, subject to certain terms and conditions.
 
 
 

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 11
 
 
 


CAPITAL STRUCTURE AS OF JUNE 30, 2020 AND DECEMBER 31, 2019
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
CONSOLIDATED DEBT (continued)
 
 
 
 
 
SUMMARY OF DEBT:
 
June 30, 2020
 
December 31, 2019
 
 
 
 
 
Unsecured revolving variable rate credit facility, LIBOR + 1.375% during covenant relief period, LIBOR + 1.00% thereafter, due February 27, 2022 (1)(2)(3)
 
$
750,000

 
$

Unsecured term loan payable, LIBOR + 1.75% during covenant relief period, LIBOR + 1.10% thereafter, $350,000 fixed at 3.80% and $50,000 fixed at 4.00% during the covenant relief period and 3.15% and 3.35%, respectively, thereafter, through February 7, 2022, due February 27, 2023 (1)(2)
 
400,000

 
400,000

Senior unsecured notes payable, 5.25%, due July 15, 2023
 
275,000

 
275,000

Senior unsecured notes payable, 5.00% during covenant relief period, 4.35% thereafter, due August 22, 2024 (1)
 
148,000

 
148,000

Senior unsecured notes payable, 4.50%, due April 1, 2025
 
300,000

 
300,000

Senior unsecured notes payable, 5.21% during covenant relief period, 4.56% thereafter, due August 22, 2026 (1)
 
192,000

 
192,000

Senior unsecured notes payable, 4.75%, due December 15, 2026
 
450,000

 
450,000

Senior unsecured notes payable, 4.50%, due June 1, 2027
 
450,000

 
450,000

Senior unsecured notes payable, 4.95%, due April 15, 2028
 
400,000

 
400,000

Senior unsecured notes payable, 3.75%, due August 15, 2029
 
500,000

 
500,000

Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 2047
 
24,995

 
24,995

Less: deferred financing costs, net
 
(35,907
)
 
(37,165
)
Total debt
 
$
3,854,088

 
$
3,102,830

 
 
 
 
 

(1) On June 29, 2020, the Company amended its Consolidated Credit Agreement and its Note Purchase Agreement governing its private placement notes. The amendments modified certain provisions and waived certain covenants of the revolving credit and term loan facilities and the private placement notes in light of the continuing financial and operational impacts of the COVID-19 pandemic on the Company and its tenants and borrowers. The changes are generally effective during the covenant relief period, which began at the execution of the amendments and end on the earlier of April 1, 2021 or when the Company provides notice that it elects to terminate the covenant relief period.
(2) The unsecured revolving credit facility and unsecured term loan have a LIBOR floor of 0.50% during the covenant relief period and a LIBOR floor of zero thereafter.
(3) The unsecured revolving credit facility is subject to a facility fee of 0.375% during the covenant relief period and 0.20% thereafter.


image5a13.jpg
 
 
Q2 2020 Supplemental
Page 12
 
 
 


CAPITAL STRUCTURE
SENIOR NOTES
 
 
 
 
 
 
 
 
SENIOR DEBT RATINGS AS OF JUNE 30, 2020
 
 
 
 
 
 
 
 
Moody's
 
Baa2 (negative)
 
 
 
 
 
Fitch
 
BBB- (negative)
 
 
 
 
 
Standard and Poor's
 
BBB- (negative)
 
 
 
 
 

 
SUMMARY OF COVENANTS
 
 
 
 
 
 
 
 
The Company has outstanding public senior unsecured notes with fixed interest rates of 3.75%, 4.50%, 4.75%, 4.95% and 5.25%. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.
 
 
 
 
 
 
 
 
 
The following is a summary of the key financial covenants for the Company's 3.75%, 4.50%, 4.75%, 4.95% and 5.25% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of June 30, 2020 and March 31, 2020 are:
 
 
 
 
 
Actual
 
Actual
 
NOTE COVENANTS
 
Required
 
2nd Quarter 2020 (1)
 
1st Quarter 2020 (1)
 
Limitation on incurrence of total debt (Total Debt/Total Assets)
 
≤ 60%
 
49%
 
47%
 
Limitation on incurrence of secured debt (Secured Debt/Total Assets)
 
≤ 40%
 
—%
 
—%
 
Limitation on incurrence of debt: Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months
 
≥ 1.5 x
 
3.4x
 
3.8x
 
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)
 
≥ 150% of unsecured debt
 
192%
 
200%
 
 
 
 
 
 
 
 
 
(1) See page 14 for details of calculations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


image5a13.jpg
 
 
Q2 2020 Supplemental
Page 13
 
 
 


CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
COVENANT CALCULATIONS
 
 
 
 
 
 
 
 
 
 
TOTAL ASSETS:
June 30, 2020
 
 
 
TOTAL DEBT:
 
 
 
June 30, 2020
Total Assets per balance sheet
$
7,002,978

 
 
 
Secured debt obligations
$
24,995

Add: accumulated depreciation
1,034,771

 
 
 
Unsecured debt obligations:
 
 
Less: intangible assets, net
(44,160
)
 
 
 
Unsecured debt
 
3,865,000

Total Assets
$
7,993,589

 
 
 
Outstanding letters of credit
 

 
 
 
 
 
Guarantees
 

 
 
 
 
 
Derivatives at fair market value, net, if liability
5,837

 
 
 
 
 
Total unsecured debt obligations:
 
3,870,837

TOTAL UNENCUMBERED ASSETS:
June 30, 2020
 
 
 
Total Debt
 
$
3,895,832

Unencumbered real estate assets, gross
$
6,369,118

 
 
 
 
 
 
 
 
Cash and cash equivalents
1,006,981

 
 
 
 
 
 
 
 
Land held for development
26,244

 
 
 
 
 
 
 
 
Property under development
39,039

 
 
 
 
 
 
 
 
Total Unencumbered Assets
$
7,441,382

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE:
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
TRAILING TWELVE MONTHS
Adjusted EBITDA per bond documents (1)
$
77,801

 
$
117,397

 
$
140,350

 
$
147,196

(2)
$
482,744

Less: straight-line rental revenue
(2,229
)
 
9,708

 
(3,516
)
 
(4,399
)
 
(436
)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE
$
75,572

 
$
127,105

 
$
136,834

 
$
142,797

 
$
482,308

 
 
 
 
 
 
 
 
 
 
ANNUAL DEBT SERVICE:
 
 
 
 
 
 
 
 
 
Interest expense, gross
$
39,281

 
$
36,794

 
$
36,442

 
$
37,575

 
$
150,092

Less: deferred financing fees amortization
(1,651
)
 
(1,634
)
 
(1,621
)
 
(1,552
)
 
(6,458
)
ANNUAL DEBT SERVICE
$
37,630

 
$
35,160

 
$
34,821

 
$
36,023

 
$
143,634

 
 
 
 
 
 
 
 
 
 
DEBT SERVICE COVERAGE
2.0

 
3.6

 
3.9

 
4.0

 
3.4

 
 
 
 
 
 
 
 
 
 
(1) Includes straight-line rental revenue write-offs.
(2) Includes prepayment fees.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 14
 
 
 


CAPITAL STRUCTURE AS OF JUNE 30, 2020
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EQUITY
SECURITY
 
SHARES OUTSTANDING
 
PRICE PER SHARE AT JUNE 30, 2020
 
LIQUIDIATION PREFERENCE
 
DIVIDEND RATE
 
CONVERTIBLE
 
CONVERSION RATIO AT JUNE 30, 2020
 
CONVERSION PRICE AT JUNE 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common shares
 
74,612,838
 
$33.13
 
N/A
 
(1)
 
N/A
 
N/A
 
N/A
Series C
 
5,394,050
 
$18.21
 
$134,851
 
5.750%
 
Y
 
0.4137
 
$60.43
Series E
 
3,447,381
 
$25.77
 
$86,185
 
9.000%
 
Y
 
0.4826
 
$51.80
Series G
 
6,000,000
 
$17.09
 
$150,000
 
5.750%
 
N
 
N/A
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Total monthly dividends declared in the second quarter of 2020 were $0.3825 per share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.



image5a13.jpg
 
 
Q2 2020 Supplemental
Page 15
 
 
 


SUMMARY OF RATIOS
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Net debt to gross assets
41%
 
38%
 
35%
 
40%
 
42%
 
42%
 
 
 
 
 
 
 
 
 
 
 
 
Net debt/Adjusted EBITDA ratio (1)(2)
Footnote 9
 
5.1
 
4.7
 
5.2
 
5.8
 
5.6
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net debt/Annualized adjusted EBITDA ratio (3)(4)
Footnote 9
 
4.9
 
4.8
 
5.2
 
5.5
 
5.4
 
 
 
 
 
 
 
 
 
 
 
 
Interest coverage ratio (5)
Footnote 9
 
3.6
 
3.8
 
3.8
 
3.7
 
3.7
 
 
 
 
 
 
 
 
 
 
 
 
Fixed charge coverage ratio (5)
Footnote 9
 
3.1
 
3.3
 
3.3
 
3.2
 
3.2
 
 
 
 
 
 
 
 
 
 
 
 
Debt service coverage ratio (5)
Footnote 9
 
3.6
 
3.8
 
3.8
 
3.7
 
3.7
 
 
 
 
 
 
 
 
 
 
 
 
FFO payout ratio (6)
225%
 
119%
 
95%
 
148%
 
92%
 
91%
 

 
 
 
 
 
 
 
 
 
 
FFO as adjusted payout ratio (7)
93%
 
117%
 
89%
 
77%
 
83%
 
83%
 

 
 
 
 
 
 
 
 
 
 
AFFO payout ratio (8)
87%
 
99%
 
90%
 
78%
 
82%
 
82%
 
 
 
 
 
 
 
 
 
 
 
 
(1) See pages 22 through 24 for definitions.
(2) Adjusted EBITDA is for the quarter multiplied times four. See calculation on page 28.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 22 through 24 for definitions.
(4) Annualized adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 28 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 22 through 24 for definitions.
(5) See page 26 for detailed calculation.
(6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(9) Not presented as ratio is not meaningful given the temporary disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 16
 
 
 


SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
CARRYING AMOUNT AS OF (2)
DESCRIPTION
INTEREST RATE
PAYOFF DATE/MATURITY DATE
OUTSTANDING PRINCIPAL AMOUNT OF MORTGAGE
JUNE 30, 2020
 
DECEMBER 31, 2019 (1)
Attraction property Powells Point, North Carolina
7.75%
6/30/2025
$
27,423

$
26,480

 
$
27,423

Fitness & wellness property Omaha, Nebraska
7.85%
1/3/2027
10,905

11,002

 
10,977

Fitness & wellness property Merriam, Kansas
7.55%
7/31/2029
8,384

8,515

 
5,985

Ski property Girdwood, Alaska
8.25%
12/31/2029
37,000

36,975

 
37,000

Fitness & wellness property Omaha, Nebraska
7.85%
6/30/2030
5,773

5,889

 
5,803

Experiential lodging property Nashville, Tennessee
6.99%
9/30/2031
71,223

68,311

 
70,396

Eat & play property Austin, Texas
11.31%
6/1/2033
11,488

11,814

 
11,582

Ski property West Dover and Wilmington, Vermont
11.78%
12/1/2034
51,050

51,023

 
51,050

Four ski properties Ohio and Pennsylvania
10.75%
12/1/2034
37,562

37,392

 
37,562

Ski property Chesterland, Ohio
11.21%
12/1/2034
4,550

4,367

 
4,550

Ski property Hunter, New York
8.57%
1/5/2036
21,000

20,999

 
21,000

Eat & play property Midvale, Utah
10.25%
5/31/2036
17,505

17,952

 
17,505

Eat & play property West Chester, Ohio
9.75%
8/1/2036
18,068

18,498

 
18,068

Private school property Mableton, Georgia
9.02%
4/30/2037
4,674

5,055

 
5,048

Fitness & wellness property Fort Collins, Colorado
7.85%
1/31/2038
10,292

10,235

 
10,360

Early childhood education center Lake Mary, Florida
7.87%
5/9/2039
4,200

4,304

 
4,258

Eat & play property Eugene, Oregon
8.13%
6/17/2039
14,700

14,799

 
14,800

Early childhood education center Lithia, Florida
8.25%
10/31/2039
3,959

4,058

 
4,024

Total
 
 
$
359,756

$
357,668

 
$
357,391

 
 
 
 
 
 
 

(1) Balances as of December 31, 2019 are prior to the adoption of ASC Topic 326.

(2) Amounts include accrued interest.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 17
 
 
 


INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
INVESTMENT SPENDING THREE MONTHS ENDED JUNE 30, 2020
INVESTMENT TYPE
TOTAL INVESTMENT SPENDING
NEW DEVELOPMENT
RE-DEVELOPMENT
 
ASSET ACQUISITION
MORTGAGE NOTES OR NOTES RECEIVABLE
INVESTMENT IN JOINT VENTURES
Theatres
$
2,010

$
50

$
1,960

 
$

$

$

Eat & Play
7,718

7,028

690

 



Attractions
11


11

 



Experiential Lodging
1,309

1,128

181

 



Cultural
146


146

 



Fitness & Wellness
442



 

442


Total Experiential
11,636

8,206

2,988



442


Early Childhood Education Centers



 



Total Education



 



Total Investment Spending
$
11,636

$
8,206

$
2,988

 
$

$
442

$

 
 
 
 
 
 
 
 
INVESTMENT SPENDING SIX MONTHS ENDED JUNE 30, 2020
INVESTMENT TYPE
TOTAL INVESTMENT SPENDING
NEW DEVELOPMENT
RE-DEVELOPMENT
 
ASSET ACQUISITION
MORTGAGE NOTES OR NOTES RECEIVABLE
INVESTMENT IN JOINT VENTURES
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


Early Childhood Education Centers
3



 

3


Total Education
3



 

3


Total Investment Spending
$
53,581

$
23,421

$
5,608

 
$
22,108

$
2,444

$

 
 
 
 
 
 
 
 
 
2020 DISPOSITIONS
 
THREE MONTHS ENDED JUNE 30, 2020
 
SIX MONTHS ENDED JUNE 30, 2020
INVESTMENT TYPE
TOTAL DISPOSITIONS
NET PROCEEDS FROM SALE OF REAL ESTATE
NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
 
TOTAL DISPOSITIONS
NET PROCEEDS FROM SALE OF REAL ESTATE
NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
Early Childhood Education Centers
932

932


 
3,839

3,839


Total Dispositions
$
932

$
932

$

 
$
3,839

$
3,839

$


image5a13.jpg
 
 
Q2 2020 Supplemental
Page 18
 
 
 


PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT JUNE 30, 2020 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
JUNE 30, 2020
 
OWNED BUILD-TO-SUIT SPENDING ESTIMATES
 
 
 
 
 
 
PROPERTY UNDER DEVELOPMENT
 
# OF PROJECTS
 
3RD QUARTER 2020
4TH QUARTER 2020
1ST QUARTER 2021
2ND QUARTER 2021
 
THEREAFTER
 
TOTAL EXPECTED COSTS (2)
 
% LEASED
Total Build-to-Suit (3)
$
22,632

 
6
 
$
14,226

$
11,965

$
9,700

$
8,900

 
$
4,000

 
$
71,423

 
100
%
Non Build-to-Suit Development
16,407

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Property Under Development
$
39,039

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JUNE 30, 2020
 
OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
 
 
 
 
 
 
 
 
# OF PROJECTS
 
3RD QUARTER 2020
4TH QUARTER 2020
1ST QUARTER 2021
2ND QUARTER 2021
 
THEREAFTER
 
TOTAL IN-SERVICE (2)
 
ACTUAL IN-SERVICE 2ND QUARTER 2020
Total Build-to-Suit
 
 
6
 
$

$
21,165

$
21,624

$
28,634

 
$

 
$
71,423

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JUNE 30, 2020
 
MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
 
 
 
 
 
 
MORTGAGE NOTES RECEIVABLE
 
# OF PROJECTS
 
3RD QUARTER 2020
4TH QUARTER 2020
1ST QUARTER 2021
2ND QUARTER 2021
 
THEREAFTER
 
TOTAL EXPECTED COSTS (2)
 
 
Total Build-to-Suit Mortgage Notes
$
51,379

 
3
 
$
3,044

$
4,133

$
4,133

$
2,500

 
$
11,243

 
$
76,432

 
 
Non Build-to-Suit Mortgage Notes
306,289

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Mortgage Notes Receivable
$
357,668

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) This schedule includes only those properties for which the Company has commenced construction as of June 30, 2020
(2) "Total Expected Costs" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest as applicable).
(3) Total Build-to-Suit excludes property under development related to the Company's two unconsolidated real estate joint ventures that own recreation anchored lodging properties in St. Petersburg, Florida. The Company's spending estimates for this are estimated at $14.6 million for 2020.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 19
 
 
 


LEASE EXPIRATIONS
AS OF JUNE 30, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
YEAR
 
TOTAL NUMBER OF PROPERTIES
 
RENTAL REVENUE FOR THE TRAILING TWELVE MONTHS ENDED JUNE 30, 2020 (1)(2)
 
% OF TOTAL REVENUE (2)
 
2020
 

 
$

 
%
 
2021
 

 

 
%
 
2022
 
2

 
2,465

 
%
 
2023
 
3

 
1,737

 
%
 
2024
 
6

 
8,955

 
2
%
 
2025
 
2

 
2,680

 
%
 
2026
 
10

 
17,621

 
3
%
 
2027
 
13

 
26,875

 
5
%
 
2028
 
11

 
19,322

 
3
%
 
2029
 
13

 
19,603

 
3
%
 
2030
 
22

 
27,886

 
5
%
 
2031
 
17

 
13,957

 
2
%
 
2032
 
22

 
27,102

 
5
%
 
2033
 
10

 
12,513

 
2
%
 
2034
 
47

 
80,503

 
13
%
 
2035
 
28

 
67,944

 
11
%
 
2036
 
21

 
39,256

 
7
%
 
2037
 
34

 
62,877

 
11
%
 
2038
 
14

 
24,851

 
4
%
 
2039
 
24

 
16,278

 
3
%
 
Thereafter
 
37

 
28,455

 
5
%
 
 
 
336

 
$
500,880

 
84
%
 
 
 
 
 
 
 
 
 
Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under development, land held for development, properties operated by the Company and investments in mortgage notes receivable. This schedule reflects lease extensions related to Regal and AMC that occurred subsequent to June 30, 2020.
 
(1) Rental revenue for the trailing twelve months ended June 30, 2020 includes lease revenue related to the Company's existing operating ground leases (leases in which the Company is a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized during the trailing twelve months ended June 30, 2020 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
 
 
 
 
 
 
 
 
(2) Excludes revenue from discontinued operations and includes the write-offs of straight line rent receivables of $13.0 million against rental revenue during the six months ended June 30, 2020.

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Q2 2020 Supplemental
Page 20
 
 
 


TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
PERCENTAGE OF TOTAL REVENUE
 
PERCENTAGE OF TOTAL REVENUE
 
 
 
FOR THE THREE MONTHS ENDED
 
FOR THE SIX MONTHS ENDED
 
CUSTOMERS
 
JUNE 30, 2020
 
JUNE 30, 2020
 
 
 
 
 
 
1.
Topgolf
 
18.9%
 
15.6%
2.
Regal Entertainment Group
 
16.7%
 
15.2%
3.
Cinemark
 
9.9%
 
8.1%
4.
Vail Resorts
 
6.5%
 
5.3%
5.
Basis Independent Schools
 
5.2%
 
4.3%
6.
Camelback Resort
 
4.9%
 
4.0%
7.
Six Flags
 
3.8%
 
3.1%
8.
Endeavor Schools
 
3.5%
 
2.9%
9.
Empire Resorts
 
2.1%
 
2.2%
10.
AMC Theatres (1)
 
1.9%
 
8.6%
 
 
 
 
 
 
 
Total
 
73.4%
 
69.3%
 
 
 
 
 
 
(1) During the six months ended June 30, 2020, the Company wrote-off $9.2 million of straight-line receivables to straight-line rental revenue classified in rental revenue in the consolidated statements of (loss) income. The Company began recognizing revenue on a cash basis for AMC in the first quarter of 2020 and cash payments have been reduced due to the impact of COVID-19.

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Q2 2020 Supplemental
Page 21
 
 
 


DEFINITIONS - NON-GAAP FINANCIAL MEASURES

EBITDAre
The National Association of Real Estate Investment Trusts (“NAREIT”) developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

ADJUSTED EBITDA AND ANNUALIZED ADJUSTED EBITDA
Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as EBITDAre (defined above) for the quarter excluding severance expense, credit loss expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items including removing any impact from operating properties, which is then multiplied by four to get an annual amount. For the three months ended March 31, 2020, Adjusted EBITDA was further adjusted to reflect the write-offs of straight line rent receivables against rental revenue of $12.5 million related to the impact of the COVID-19 disruption.

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

NET DEBT AND ADJUSTED NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and 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 its financial condition. Adjusted net debt is net debt less 40% times property under development to remove the estimated portion of property under development that has been financed with debt but has not yet produced earnings. The Company's method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

NET DEBT TO ADJUSTED EBITDA RATIO AND ADJUSTED NET DEBT TO ANNUALIZED ADJUSTED EBITDA RATIO
Net Debt to Adjusted EBITDA ratio and Adjusted Net Debt to Annualized Adjusted EBITDA ratio are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors commonly

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 22
 
 
 


use versions of these ratios in a similar manner. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating both ratios may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED
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 disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition. In addition, the Company presents FFO as adjusted. Management believes it is useful to provide FFO as adjusted as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO as adjusted is FFO plus costs associated with loan refinancing or payoff, transaction costs, severance expense, preferred share redemption costs, impairment of operating lease right-of-use assets, termination fees associated with tenants' exercises of public charter school buy-out options and credit loss expense, and by subtracting deferred income tax (benefit) expense. FFO and FFO as adjusted are non-GAAP financial measures. FFO and FFO as adjusted do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations, cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFO as adjusted the same way so comparisons with other REITs may not be meaningful.

ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, the Company presents AFFO by adding to FFO costs associated with loan refinancing or payoff, transaction costs, credit loss expense, severance expense, preferred share redemption costs, termination fees associated with tenants' exercises of public charter school buy-out options, non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense to management and trustees and amortization of above and below market leases, net and tenant allowances and by subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue (removing impact of straight-line ground sublease expense), non-cash portion of mortgage and other financing income and deferred income tax (benefit) expense. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.


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Q2 2020 Supplemental
Page 23
 
 
 


INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net income impairment charges, credit loss expense, transaction costs, interest expense, gross (including interest expense in discontinued operations), severance expense, depreciation and amortization, share-based compensation expense to management and trustees and costs associated with loan refinancing or payoff; subtracting interest cost capitalized, straight-line rental revenue, gain on early extinguishment of debt, gain (loss) on sale of real estate from continuing and discontinued operations, gain on previously held equity interest, gain on early extinguishment of debt, prepayment fees and deferred income tax benefit (expense). The Company calculated interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. The Company considers the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. The Company's calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

FIXED CHARGE COVERAGE RATIO
The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and preferred share dividends are also added to the denominator. The Company considers the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. The Company's calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

DEBT SERVICE COVERAGE RATIO
The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and recurring principal payments are also added to the denominator. The Company considers the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. The Company's calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.



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Q2 2020 Supplemental
Page 24
 
 
 





image5a13.jpg







Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Second Quarter and Six Months Ended June 30, 2020


image5a13.jpg
 
 
Q2 2020 Supplemental
Page 25
 
 
 


CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1):
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Net (loss) income
$
(62,965
)
 
$
37,118

 
$
36,297

 
$
34,003

 
$
66,594

 
$
65,349

Impairment charges
51,264

 

 
23,639

 

 

 

Impairment charges on joint ventures
3,247

 

 

 

 

 

Transaction costs
771

 
1,075

 
5,784

 
5,959

 
6,923

 
5,123

Credit loss expense
3,484

 
1,192

 

 

 

 

Interest expense, gross
39,281

 
36,794

 
36,442

 
37,575

 
37,999

 
37,138

Severance expense

 

 
423

 
1,521

 

 
420

Depreciation and amortization
42,450

 
43,810

 
44,530

 
45,134

 
42,355

 
39,743

Share-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
to management and trustees
3,463

 
3,509

 
3,348

 
3,372

 
3,283

 
3,177

Costs associated with loan refinancing or payoff
820

 

 
43

 
38,407

 

 

Interest cost capitalized
(242
)
 
(262
)
 
(273
)
 
(386
)
 
(1,530
)
 
(3,137
)
Straight-line rental revenue
(2,229
)
 
9,708

 
(3,516
)
 
(4,399
)
 
(3,223
)
 
(2,414
)
Gain on sale of real estate
(22
)
 
(220
)
 
(5,648
)
 
(14,303
)
 
(9,774
)
 
(6,328
)
Prepayment fees

 

 

 
(1,760
)
 

 
(900
)
Deferred income tax benefit
(1,676
)
 
(1,113
)
 
(847
)
 
(984
)
 
(1,675
)
 
(609
)
Interest coverage amount
$
77,646

 
$
131,611

 
$
140,222

 
$
144,139

 
$
140,952

 
$
137,562

 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
$
38,340

 
$
34,753

 
$
34,907

 
$
36,640

 
$
36,278

 
$
33,826

Interest income
699

 
1,779

 
1,262

 
549

 
191

 
175

Interest cost capitalized
242

 
262

 
273

 
386

 
1,530

 
3,137

Interest expense, gross
$
39,281

 
$
36,794

 
$
36,442

 
$
37,575

 
$
37,999

 
$
37,138

 
 
 
 
 
 
 
 
 
 
 
 
Interest coverage ratio
Footnote 2

 
3.6

 
3.8

 
3.8

 
3.7

 
3.7

 


 
 
 
 
 
 
 
 
 
 
FIXED CHARGE COVERAGE RATIO (1):


 
 
 
 
 
 
 
 
 
 
Interest coverage amount
$
77,646

 
$
131,611

 
$
140,222

 
$
144,139

 
$
140,952


$
137,562

 


 
 
 
 
 
 
 
 
 
 
Interest expense, gross
$
39,281

 
$
36,794

 
$
36,442

 
$
37,575

 
$
37,999

 
$
37,138

Preferred share dividends
6,034

 
6,034

 
6,034

 
6,034

 
6,034

 
6,034

Fixed charges
$
45,315

 
$
42,828

 
$
42,476

 
$
43,609

 
$
44,033

 
$
43,172

Fixed charge coverage ratio
Footnote 2

 
3.1

 
3.3

 
3.3

 
3.2

 
3.2

 


 
 
 
 
 
 
 
 
 
 
DEBT SERVICE COVERAGE RATIO (1):


 
 
 
 
 
 
 
 
 
 
Interest coverage amount
$
77,646

 
$
131,611

 
$
140,222

 
$
144,139

 
$
140,952


$
137,562

Interest expense, gross
$
39,281

 
$
36,794

 
$
36,442

 
$
37,575

 
$
37,999

 
$
37,138

Recurring principal payments

 

 

 

 

 

Debt service
$
39,281

 
$
36,794

 
$
36,442

 
$
37,575

 
$
37,999

 
$
37,138

Debt service coverage ratio
Footnote 2

 
3.6

 
3.8

 
3.8

 
3.7

 
3.7

(1) See pages 22 through 24 for definitions.
(2) Not presented as this ratio is not meaningful given the temporary disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

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Q2 2020 Supplemental
Page 26
 
 
 


RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
 
 
 
 
 
 
 
 
 
 
 
 
 
The interest coverage amount per the table on page 26 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
 
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
 
 

 
 
 
 
 
 
 
 
 
 
Net cash (used) provided by operating activities
 
$
(31,631
)
 
$
89,044

 
$
102,268

 
$
127,506

 
$
87,372

 
$
122,384

 
 

 
 
 
 
 
 
 
 
 
 
Equity in (loss) income from joint ventures
 
(1,724
)
 
(420
)
 
(905
)
 
(435
)
 
470

 
489

Distributions from joint ventures
 

 

 

 

 

 
(112
)
Amortization of deferred financing costs
 
(1,651
)
 
(1,634
)
 
(1,621
)
 
(1,552
)
 
(1,517
)
 
(1,502
)
Amortization of above and below market leases, net and tenant allowances
 
108

 
152

 
119

 
107

 
58

 
59

Changes in assets and liabilities, net:
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of operating lease assets and liabilities
 
(287
)
 
(273
)
 
(161
)
 
(1,323
)
 
735

 
(445
)
Mortgage notes and related accrued interest receivable
 
2,613

 
512

 
(8
)
 
(1,155
)
 
1,409

 
135

Accounts receivable
 
62,163

 
(14,149
)
 
14,320

 
(500
)
 
2,234

 
(14,669
)
Direct financing lease receivable
 

 

 
17

 
52

 
59

 
58

Other assets
 
819

 
4,454

 
(1,888
)
 
(2,245
)
 
(239
)
 
5,673

Accounts payable and accrued liabilities
 
6,555

 
13,517

 
(21,851
)
 
(5,639
)
 
4,634

 
(4,684
)
Unearned rents and interest
 
3,100

 
(6,907
)
 
11,132

 
(8,769
)
 
5,568

 
(5,951
)
Straight-line rental revenue
 
(2,229
)
 
9,708

 
(3,516
)
 
(4,399
)
 
(3,223
)
 
(2,414
)
Interest expense, gross
 
39,281

 
36,794

 
36,442

 
37,575

 
37,999

 
37,138

Interest cost capitalized
 
(242
)
 
(262
)
 
(273
)
 
(386
)
 
(1,530
)
 
(3,137
)
Transaction costs
 
771

 
1,075

 
5,784

 
5,959

 
6,923

 
5,123

Severance expense (cash portion)
 

 

 
363

 
1,103

 

 
317

Prepayment fees
 

 

 

 
(1,760
)
 

 
(900
)
Interest coverage amount (1)
 
$
77,646

 
$
131,611

 
$
140,222

 
$
144,139

 
$
140,952

 
$
137,562

 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash (used) provided by investing activities
 
$
(13,219
)
 
$
(39,759
)
 
$
381,255

 
$
176,446

 
$
(333,363
)
 
$
(127,833
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash (used) provided by financing activities
 
$
(175,358
)
 
$
649,237

 
$
(73,886
)
 
$
(194,098
)
 
$
235,607

 
$
9,154

 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See pages 22 through 24 for definitions.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 27
 
 
 


RECONCILIATION OF EBITDAre, ADJUSTED EBITDA, ANNUALIZED ADJUSTED EBITDA AND ANNUALIZED ADJUSTED REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDA (3):
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Net (loss) income
 
$
(62,965
)
 
$
37,118

 
$
36,297

 
$
34,003

 
$
66,594

 
$
65,349

Interest expense, net
 
38,340

 
34,753

 
34,907

 
36,640

 
36,278

 
33,826

Income tax benefit
 
(1,312
)
 
(751
)
 
(530
)
 
(600
)
 
(1,300
)
 
(605
)
Depreciation and amortization
 
42,450

 
43,810

 
44,530

 
45,134

 
42,355

 
39,743

Gain on sale of real estate
 
(22
)
 
(220
)
 
(5,648
)
 
(14,303
)
 
(9,774
)
 
(6,328
)
Impairment of real estate investments, net (2)
 
36,255

 

 
23,639

 

 

 

Costs associated with loan refinancing or payoff
 
820

 

 
43

 
38,407

 

 

Equity in loss (income) from joint ventures
 
1,724

 
420

 
905

 
435

 
(470
)
 
(489
)
Impairment charges on joint ventures
 
3,247

 

 

 

 

 

EBITDAre
 
$
58,537

 
$
115,130

 
$
134,143

 
$
139,716

 
$
133,683

 
$
131,496

Severance expense
 

 

 
423

 
1,521

 

 
420

Transaction costs
 
771

 
1,075

 
5,784

 
5,959

 
6,923

 
5,123

Credit loss expense
 
3,484

 
1,192

 

 

 

 

Straight-line rental revenue write-offs (1)
 

 
12,532

 

 

 

 

Impairment of operating lease right-of-use assets (2)
 
15,009

 

 

 

 

 

Prepayment fees
 

 

 

 
(1,760
)
 

 
(900
)
Adjusted EBITDA (for the quarter)
 
$
77,801

 
$
129,929

 
$
140,350

 
$
145,436

 
$
140,606

 
$
136,139

Adjusted EBITDA (4)
 
Footnote 9

 
$
519,716

 
$
561,400

 
$
581,744

 
$
562,424

 
$
544,556

 
 
 
 
 
 
 
 
 
 
 
 
 
ANNUALIZED ADJUSTED EBITDA (3):
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (for the quarter)
 
Footnote 9
 
$
129,929

 
$
140,350

 
$
145,436

 
$
140,606

 
$
136,139

Corporate/unallocated and other NOI
 
 
(145
)
 
403

 
(2,173
)
 
(1,855
)
 
(1,925
)
In-service and disposition adjustments (5)
 
 
1,351

 
(4,580
)
 
528

 
5,591

 
252

Percentage rent/participation adjustments (6)
 
 
979

 
(2,947
)
 
206

 
(856
)
 
1,335

Non-recurring adjustments (7)
 
 
3,999

 
1,170

 
213

 
2,668

 
(72
)
Annualized Adjusted EBITDA (for the quarter)
 
 
$
136,113

 
$
134,396

 
$
144,210

 
$
146,154

 
$
135,729

Annualized Adjusted EBITDA (8)
 
 
$
544,452

 
$
537,584

 
$
576,840

 
$
584,616

 
$
542,916

 
 
 
 
 
 
 
 
 
 
 
 
 
See footnotes on following page.
 
 
 
 
 
 
 
 
 
 
 
 

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 28
 
 
 


(1) Included in rental revenue from continuing operations in the consolidated statements of (loss) income in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
 
 
2ND QUARTER 2020
 
1ST QUARTER 2020
 
4TH QUARTER 2019
 
3RD QUARTER 2019
 
2ND QUARTER 2019
 
1ST QUARTER 2019
Minimum rent
 
$
89,589

 
$
138,219

 
$
139,529

 
$
139,844

 
$
134,409

 
$
130,497

Tenant reimbursements
 
4,169

 
3,698

 
5,790

 
5,129

 
5,843

 
6,102

Percentage rent
 
1,454

 
2,757

 
6,428

 
3,032

 
4,147

 
1,355

Straight-line rental revenue
 
2,229

 
2,824

 
2,926

 
2,866

 
2,520

 
2,245

Straight-line rental revenue write-offs
 

 
(12,532
)
 

 

 

 

Other rental revenue
 
90

 
77

 
92

 
91

 
84

 
93

Rental revenue
 
$
97,531

 
$
135,043

 
$
154,765

 
$
150,962

 
$
147,003

 
$
140,292

 
 
 
 
 
 
 
 
 
 
 
 
 
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, 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.
(3) See pages 22 through 24 for definitions.
(4) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
(5) Adjustments for properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance, for continuing properties only.
(6) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing twelve month amount divided by four.
(7) Non-recurring adjustments relate to properties under operating agreements with third parties, as applicable, and COVID-19 related adjustments.
(8) Annualized Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
(9) Not presented as this metric is not meaningful given the temporary disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

image5a13.jpg
 
 
Q2 2020 Supplemental
Page 29