UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| |
x☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 20182019
or
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o☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-13561
EPR PROPERTIES
(Exact name of registrant as specified in its charter)
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| | | |
| Maryland | | 43-1790877 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
909 Walnut Street, | Suite 200 | | |
| Kansas City, | Missouri | | 64106 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (816) 472-1700 |
| | |
| Registrant’s telephone number, including area code: | (816) | 472-1700 |
Securities registered pursuant to Section 12(b) of the Act:
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| | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common shares, par value $0.01 per share | | EPR | | New York Stock Exchange |
| | | | |
| 5.75% Series C cumulative convertible preferred shares, par value $0.01 per share | | EPR PrC | | New York Stock Exchange |
| | | | |
| 9.00% Series E cumulative convertible preferred shares, par value $0.01 per share | | EPR PrE | | New York Stock Exchange |
| | | | |
| 5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share | | EPR PrG | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| | | | | | |
| Large accelerated filer | | x☒ | | Accelerated filer | | o☐ |
| Non-accelerated filer | | o (Do not check if a smaller reporting company)
☐ | | Smaller reporting company | | o☐ |
| | | | | Emerging growth company | | o☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. o☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o☐ No x☒
At July 30, 2018,31, 2019, there were 74,349,32177,556,691 common shares outstanding.
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 in this Quarterly Report on Form 10-Q. In addition, references to our budgeted amounts and guidance are forward-looking statements.
Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:
Global economic uncertainty and disruptions in financial markets;
Reduction in discretionary spending by consumers;
Adverse changes in our credit ratings;
Fluctuations in interest rates;
Unsuccessful development, operation, financing or compliance with licensing requirements of the planned casino and resort development by the third-party lessee;
Risks related to overruns for the construction of common infrastructure at our planned casino and resort development for which we would be responsible;
Defaults in the performance of lease terms by our tenants;
Defaults by our customers and counterparties on their obligations owed to us;
A borrower's bankruptcy or default;
Our ability to renew maturing leases with theatre tenants on terms comparable to prior leases and/or our ability to lease any re-claimed space from some of our larger theatres atlocate substitute lessees for these properties on economically favorable terms;
Risks of operating in the entertainment industry;
Our ability to compete effectively;
Risks associated with a single tenant representing a substantial portion of our lease revenues;
The ability of our public charter school tenants to comply with their charters and continue to receive funding from local, state and federal governments, the approval by applicable governing authorities of substitute operators to assume control of any failed public charter schools and our ability to negotiate the terms of new leases with such substitute tenants on acceptable terms, and our ability to complete collateral substitutions as applicable;terms;
The ability of our build-to-suit education tenants to achieve sufficient enrollmentoperating results within expected timeframes and therefore have capacity to pay their agreed upon rent, including therent;
The ability of our early childhood education tenant, Children's Learning Adventure, to successfully negotiate a restructuring and secure capital necessarytransition our properties to achieve positive cash flow;
Risks associated with the pending criminal indictments against one of our waterpark mortgagors and certain related parties, which may negatively impact the likelihood of repayment of the related mortgage loans secured by the waterpark and other collateral;or more third party operators;
Risks relating to our tenants' exercise of purchase options or borrowers' exercise of prepayment options related to our education properties;
Risks associated with our dependence on third-party managers to operate certain of our recreation anchored lodging properties;
Risks associated with our level of indebtedness;
Risks associated with use of leverage to acquire properties;
Financing arrangements that require lump-sum payments;
Our ability to raise capital;
Covenants in our debt instruments that limit our ability to take certain actions;
The concentration and lack of diversification of our investment portfolio;
Our continued qualification as a real estate investment trust for U.S. federal income tax purposes;purposes and related tax matters;
The ability of our subsidiaries to satisfy their obligations;
Financing arrangements that expose us to funding or purchase risks;
Our reliance on a limited number of employees, the loss of which could harm operations;
Risks associated with the employment of personnel by managers of our recreation anchored lodging properties;
Risks associated with security breaches and other disruptions;
Changes in accounting standards that may adversely affect our consolidated financial statements;
Fluctuations in the value of real estate income and investments;
Risks relating to real estate ownership, leasing and development, including local conditions such as an oversupply of space or a reduction in demand for real estate in the area, competition from other available space, whether tenants and users such as customers of our tenants consider a property attractive, changes in real estate taxes and other expenses, changes in market rental rates, the timing and costs associated with property improvements and rentals, changes in taxation or zoning laws or other governmental regulation, whether we are able to pass some or all of any increased operating costs through to tenants or other customers, and how well we manage our properties;
Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
Risks involved in joint ventures;
Risks in leasing multi-tenant properties;
A failure to comply with the Americans with Disabilities Act or other laws;
Risks of environmental liability;
Risks associated with the relatively illiquid nature of our real estate investments;
Risks with owning assets in foreign countries;
Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by weather conditions and climate change;
Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
Our ability to pay dividends in cash or at current rates;
Fluctuations in the market prices for our shares;
Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
Policy changes obtained without the approval of our shareholders;
Equity issuances that could dilute the value of our shares;
Future offerings of debt or equity securities, which may rank senior to our common shares;
Risks associated with changes in the Canadianforeign exchange rate;rates; and
Changes in laws and regulations, including tax laws and regulations.
Our 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 Annual Report on Form 10-K for the year ended December 31, 20172018 filed with the Securities and Exchange Commission ("SEC") on March 1, 2018, as supplemented by Part II, Item 1A- "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 9, 2018.February 28, 2019.
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 of this Quarterly Report on Form 10-Q 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 of this Quarterly Report on Form 10-Q.
TABLE OF CONTENTS
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| | Item 1. | | Financial Statements | |
| | Item 2. | | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
| | Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | |
| | Item 4. | | Controls and Procedures | |
| | | | | |
| |
| | | | | |
| | Item 1. | | Legal Proceedings | |
| | Item 1A. | | Risk Factors | |
| | Item 2. | | Unregistered Sale of Equity Securities and Use of Proceeds | |
| | Item 3. | | Defaults Upon Senior Securities | |
| | Item 4. | | Mine Safety Disclosures | |
| | Item 5. | | Other Information | |
| | Item 6. | | Exhibits | |
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
EPR PROPERTIES Consolidated Balance Sheets (Dollars in thousands except share data) | EPR PROPERTIES Consolidated Balance Sheets (Dollars in thousands except share data) | EPR PROPERTIES Consolidated Balance Sheets (Dollars in thousands except share data) |
| | | June 30, 2018 | | December 31, 2017 | June 30, 2019 | | December 31, 2018 |
| | (unaudited) | | | (unaudited) | | |
| Assets | | | | | | |
| Rental properties, net of accumulated depreciation of $810,604 and $741,334 at June 30, 2018 and December 31, 2017, respectively | $ | 4,853,188 |
| | $ | 4,604,231 |
| |
| Real estate investments, net of accumulated depreciation of $954,806 and $883,174 at June 30, 2019 and December 31, 2018, respectively | | $ | 5,598,246 |
| | $ | 5,024,057 |
|
| Land held for development | 31,076 |
| | 33,692 |
| 28,080 |
| | 34,177 |
|
| Property under development | 268,090 |
| | 257,629 |
| 80,695 |
| | 287,546 |
|
| Operating lease right-of-use assets | | 220,758 |
| | — |
|
| Mortgage notes and related accrued interest receivable | 641,428 |
| | 970,749 |
| 550,131 |
| | 517,467 |
|
| Investment in direct financing leases, net | 58,305 |
| | 57,903 |
| 20,675 |
| | 20,558 |
|
| Investment in joint ventures | 4,999 |
| | 5,602 |
| 35,658 |
| | 34,486 |
|
| Cash and cash equivalents | 3,017 |
| | 41,917 |
| 6,927 |
| | 5,872 |
|
| Restricted cash | 11,283 |
| | 17,069 |
| 5,010 |
| | 12,635 |
|
| Accounts receivable, net | 97,804 |
| | 93,693 |
| |
| Accounts receivable | | 108,433 |
| | 98,369 |
|
| Other assets | 135,034 |
| | 109,008 |
| 92,042 |
| | 96,223 |
|
| Total assets | $ | 6,104,224 |
| | $ | 6,191,493 |
| $ | 6,746,655 |
| | $ | 6,131,390 |
|
| Liabilities and Equity | | | | | | |
| Liabilities: | | | | | | |
| Accounts payable and accrued liabilities | $ | 122,359 |
| | $ | 136,929 |
| $ | 126,015 |
| | $ | 168,463 |
|
| Operating lease liabilities | | 245,372 |
| | — |
|
| Common dividends payable | 26,765 |
| | 25,203 |
| 29,084 |
| | 26,765 |
|
| Preferred dividends payable | 6,036 |
| | 4,982 |
| 6,034 |
| | 6,034 |
|
| Unearned rents and interest | 79,121 |
| | 68,227 |
| 78,629 |
| | 79,051 |
|
| Debt | 2,983,975 |
| | 3,028,827 |
| 3,216,623 |
| | 2,986,054 |
|
| Total liabilities | 3,218,256 |
| | 3,264,168 |
| 3,701,757 |
| | 3,266,367 |
|
| Equity: | | | | | | |
| Common Shares, $.01 par value; 100,000,000 shares authorized; and 77,195,820 and 76,858,632 shares issued at June 30, 2018 and December 31, 2017, respectively | 772 |
| | 769 |
| |
| Common Shares, $.01 par value; 100,000,000 shares authorized; and 80,677,733 and 77,226,443 shares issued at June 30, 2019 and December 31, 2018, respectively | | 807 |
| | 772 |
|
| Preferred Shares, $.01 par value; 25,000,000 shares authorized: | | | | | | |
| 5,399,050 Series C convertible shares issued at June 30, 2018 and December 31, 2017; liquidation preference of $134,976,250 | 54 |
| | 54 |
| |
| 3,447,381 and 3,449,115 Series E convertible shares issued at June 30, 2018 and December 31, 2017, respectively; liquidation preference of $86,184,525 | 34 |
| | 34 |
| |
| 6,000,000 Series G shares issued at June 30, 2018 and December 31, 2017; liquidation preference of $150,000,000 | 60 |
| | 60 |
| |
| 5,394,050 Series C convertible shares issued at June 30, 2019 and December 31, 2018; liquidation preference of $134,851,250 | | 54 |
| | 54 |
|
| 3,447,381 Series E convertible shares issued at June 30, 2019 and December 31, 2018; liquidation preference of $86,184,525 | | 34 |
| | 34 |
|
| 6,000,000 Series G shares issued at June 30, 2019 and December 31, 2018; liquidation preference of $150,000,000 | | 60 |
| | 60 |
|
| Additional paid-in-capital | 3,491,561 |
| | 3,478,986 |
| 3,758,225 |
| | 3,504,494 |
|
| Treasury shares at cost: 2,847,949 and 2,733,552 common shares at June 30, 2018 and December 31, 2017, respectively | (129,048 | ) | | (121,591 | ) | |
| Treasury shares at cost: 3,121,730 and 2,878,587 common shares at June 30, 2019 and December 31, 2018, respectively | | (147,143 | ) | | (130,728 | ) |
| Accumulated other comprehensive income | 17,497 |
| | 12,483 |
| 5,174 |
| | 12,085 |
|
| Distributions in excess of net income | (494,962 | ) | | (443,470 | ) | (572,313 | ) | | (521,748 | ) |
| Total equity | $ | 2,885,968 |
| | $ | 2,927,325 |
| $ | 3,044,898 |
| | $ | 2,865,023 |
|
| Total liabilities and equity | $ | 6,104,224 |
| | $ | 6,191,493 |
| $ | 6,746,655 |
| | $ | 6,131,390 |
|
See accompanying notes to consolidated financial statements.
EPR PROPERTIES Consolidated Statements of Income (Unaudited) (Dollars in thousands except per share data) | EPR PROPERTIES Consolidated Statements of Income (Unaudited) (Dollars in thousands except per share data) | EPR PROPERTIES Consolidated Statements of Income (Unaudited) (Dollars in thousands except per share data) |
| | | Three Months Ended June 30, | | Six Months Ended June 30, | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 | 2019 | | 2018 | | 2019 | | 2018 |
| Rental revenue | $ | 137,019 |
| | $ | 123,410 |
| | $ | 269,943 |
| | $ | 234,196 |
| $ | 157,330 |
| | $ | 137,019 |
| | $ | 308,053 |
| | $ | 269,943 |
|
| Other income | 646 |
| | 1,304 |
| | 1,276 |
| | 1,996 |
| 5,726 |
| | 646 |
| | 6,070 |
| | 1,276 |
|
| Mortgage and other financing income | 65,202 |
| | 23,068 |
| | 86,616 |
| | 40,702 |
| 12,642 |
| | 65,202 |
| | 26,117 |
| | 86,616 |
|
| Total revenue | 202,867 |
| | 147,782 |
| | 357,835 |
| | 276,894 |
| 175,698 |
| | 202,867 |
| | 340,240 |
| | 357,835 |
|
| Property operating expense | 7,334 |
| | 6,072 |
| | 14,898 |
| | 12,422 |
| 14,771 |
| | 7,334 |
| | 30,564 |
| | 14,898 |
|
| Other expense | | 8,091 |
| | — |
| | 8,091 |
| | — |
|
| General and administrative expense | 12,976 |
| | 10,660 |
| | 25,300 |
| | 21,717 |
| 12,230 |
| | 12,976 |
| | 24,360 |
| | 25,300 |
|
| Litigation settlement expense | 2,090 |
| | — |
| | 2,090 |
| | — |
| — |
| | 2,090 |
| | — |
| | 2,090 |
|
| Costs associated with loan refinancing or payoff | 15 |
| | 9 |
| | 31,958 |
| | 14 |
| — |
| | 15 |
| | — |
| | 31,958 |
|
| Gain on early extinguishment of debt | — |
| | (977 | ) | | — |
| | (977 | ) | |
| Interest expense, net | 34,079 |
| | 32,967 |
| | 68,416 |
| | 63,659 |
| 36,278 |
| | 34,079 |
| | 70,104 |
| | 68,416 |
|
| Transaction costs | 405 |
| | 218 |
| | 1,014 |
| | 275 |
| 6,923 |
| | 405 |
| | 12,046 |
| | 1,014 |
|
| Impairment charges | 16,548 |
| | 10,195 |
| | 16,548 |
| | 10,195 |
| — |
| | 16,548 |
| | — |
| | 16,548 |
|
| Depreciation and amortization | 37,582 |
| | 33,148 |
| | 75,266 |
| | 61,225 |
| 42,355 |
| | 37,582 |
| | 82,098 |
| | 75,266 |
|
| Income before equity in income from joint ventures and other items | 91,838 |
| | 55,490 |
| | 122,345 |
| | 108,364 |
| |
| Equity in (loss) income from joint ventures | (88 | ) | | 59 |
| | (37 | ) | | 51 |
| |
| Income before equity in income (loss) from joint ventures and other items | | 55,050 |
| | 91,838 |
| | 112,977 |
| | 122,345 |
|
| Equity in income (loss) from joint ventures | | 470 |
| | (88 | ) | | 959 |
| | (37 | ) |
| Gain on sale of real estate | 473 |
| | 25,461 |
| | 473 |
| | 27,465 |
| 9,774 |
| | 473 |
| | 16,102 |
| | 473 |
|
| Income before income taxes | 92,223 |
| | 81,010 |
| | 122,781 |
| | 135,880 |
| 65,294 |
| | 92,223 |
| | 130,038 |
| | 122,781 |
|
| Income tax expense | (642 | ) | | (475 | ) | | (1,662 | ) | | (1,429 | ) | |
| Income tax benefit (expense) | | 1,300 |
| | (642 | ) | | 1,905 |
| | (1,662 | ) |
| Net income | 91,581 |
| | 80,535 |
| | 121,119 |
| | 134,451 |
| 66,594 |
| | 91,581 |
| | 131,943 |
| | 121,119 |
|
| Preferred dividend requirements | (6,036 | ) | | (5,952 | ) | | (12,072 | ) | | (11,904 | ) | (6,034 | ) | | (6,036 | ) | | (12,068 | ) | | (12,072 | ) |
| Net income available to common shareholders of EPR Properties | $ | 85,545 |
| | $ | 74,583 |
| | $ | 109,047 |
| | $ | 122,547 |
| $ | 60,560 |
| | $ | 85,545 |
| | $ | 119,875 |
| | $ | 109,047 |
|
| Per share data attributable to EPR Properties common shareholders: | | | | | | | | | | | | | | |
| Basic earnings per share data: | | | | | | | | | | | | | | |
| Net income available to common shareholders | $ | 1.15 |
| | $ | 1.02 |
| | $ | 1.47 |
| | $ | 1.79 |
| $ | 0.80 |
| | $ | 1.15 |
| | $ | 1.59 |
| | $ | 1.47 |
|
| Diluted earnings per share data: | | | | | | | | | | | | | | |
| Net income available to common shareholders | $ | 1.15 |
| | $ | 1.02 |
| | $ | 1.47 |
| | $ | 1.78 |
| $ | 0.79 |
| | $ | 1.15 |
| | $ | 1.59 |
| | $ | 1.47 |
|
| Shares used for computation (in thousands): | | | | | | | | | | | | | | |
| Basic | 74,329 |
| | 73,159 |
| | 74,238 |
| | 68,621 |
| 76,164 |
| | 74,329 |
| | 75,426 |
| | 74,238 |
|
| Diluted | 74,365 |
| | 73,225 |
| | 74,273 |
| | 68,689 |
| 76,199 |
| | 74,365 |
| | 75,467 |
| | 74,273 |
|
See accompanying notes to consolidated financial statements.
EPR PROPERTIES Consolidated Statements of Comprehensive Income (Unaudited) (Dollars in thousands) | EPR PROPERTIES Consolidated Statements of Comprehensive Income (Unaudited) (Dollars in thousands) | EPR PROPERTIES Consolidated Statements of Comprehensive Income (Unaudited) (Dollars in thousands) |
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 | 2019 | | 2018 | | 2019 | | 2018 |
| Net income | $ | 91,581 |
| | $ | 80,535 |
| | $ | 121,119 |
| | $ | 134,451 |
| $ | 66,594 |
| | $ | 91,581 |
| | $ | 131,943 |
| | $ | 121,119 |
|
| Other comprehensive income (loss): | | | | | | | | | | | | | | |
| Foreign currency translation adjustment | (4,068 | ) | | 4,548 |
| | (9,468 | ) | | 6,222 |
| 3,972 |
| | (4,068 | ) | | 7,782 |
| | (9,468 | ) |
| Change in net unrealized gain (loss) on derivatives | 5,084 |
| | (3,456 | ) | | 14,482 |
| | (4,258 | ) | |
| Change in net unrealized (loss) gain on derivatives | | (7,195 | ) | | 5,084 |
| | (14,693 | ) | | 14,482 |
|
| Comprehensive income | $ | 92,597 |
| | $ | 81,627 |
| | $ | 126,133 |
| | $ | 136,415 |
| $ | 63,371 |
| | $ | 92,597 |
| | $ | 125,032 |
| | $ | 126,133 |
|
See accompanying notes to consolidated financial statements.
EPR PROPERTIES Consolidated Statements of Changes in Equity (Unaudited) (Dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | EPR Properties Shareholders’ Equity | | |
| | Common Stock | | Preferred Stock | | Additional paid-in capital | | Treasury shares | | Accumulated other comprehensive income (loss) | | Distributions in excess of net income | | Total |
| (continued from previous page) | Shares | | Par | | Shares | | Par | | |
| Balance at December 31, 2017 | 76,858,632 |
| | $ | 769 |
| | 14,848,165 |
| | $ | 148 |
| | $ | 3,478,986 |
| | $ | (121,591 | ) | | $ | 12,483 |
| | $ | (443,470 | ) | | $ | 2,927,325 |
|
| Issuance of nonvested shares, net | 295,202 |
| | 3 |
| | — |
| | — |
| | 3,971 |
| | — |
| | — |
| | — |
| | 3,974 |
|
| Purchase of common shares for vesting | — |
| | — |
| | — |
| | — |
| | — |
| | (7,116 | ) | | — |
| | — |
| | (7,116 | ) |
| Share-based compensation expense | — |
| | — |
| | — |
| | — |
| | 3,791 |
| | — |
| | — |
| | — |
| | 3,791 |
|
| Foreign currency translation adjustment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (5,400 | ) | | — |
| | (5,400 | ) |
| Change in unrealized gain on derivatives | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 9,398 |
| | — |
| | 9,398 |
|
| Net income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 29,538 |
| | 29,538 |
|
| Issuances of common shares | 6,601 |
| | — |
| | — |
| | — |
| | 382 |
| | — |
| | — |
| | — |
| | 382 |
|
| Conversion of Series E Convertible Preferred shares to common shares | 800 |
| | — |
| | (1,734 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Dividends to common shareholders ($1.08 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (80,263 | ) | | (80,263 | ) |
| Dividends to Series C preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,940 | ) | | (1,940 | ) |
| Dividends to Series E preferred shareholders ($0.5625 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,939 | ) | | (1,939 | ) |
| Dividends to Series G preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,156 | ) | | (2,156 | ) |
| Balance at March 31, 2018 | 77,161,235 |
| | $ | 772 |
| | 14,846,431 |
| | $ | 148 |
| | $ | 3,487,130 |
| | $ | (128,707 | ) | | $ | 16,481 |
| | $ | (500,230 | ) | | $ | 2,875,594 |
|
| | | | | | | | | | | | | | | | | | |
| Restricted share units issued to Trustees | 23,571 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Purchase of common shares for vesting | — |
| | — |
| | — |
| | — |
| | — |
| | (39 | ) | | — |
| | — |
| | (39 | ) |
| Share-based compensation expense | — |
| | — |
| | — |
| | — |
| | 3,818 |
| | — |
| | — |
| | — |
| | 3,818 |
|
| Foreign currency translation adjustment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (4,068 | ) | | — |
| | (4,068 | ) |
| Change in unrealized gain on derivatives | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 5,084 |
| | — |
| | 5,084 |
|
| Net income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 91,581 |
| | 91,581 |
|
| Issuances of common shares | 5,272 |
| | — |
| | — |
| | — |
| | 311 |
| | — |
| | — |
| | — |
| | 311 |
|
| Stock option exercises, net | 5,742 |
| | — |
| | — |
| | — |
| | 302 |
| | (302 | ) | | — |
| | — |
| | — |
|
| Dividends to common shareholders ($1.08 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (80,278 | ) | | (80,278 | ) |
| Dividends to Series C preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,940 | ) | | (1,940 | ) |
| Dividends to Series E preferred shareholders ($0.5625 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,939 | ) | | (1,939 | ) |
| Dividends to Series G preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,156 | ) | | (2,156 | ) |
| Balance at June 30, 2018 | 77,195,820 |
| | $ | 772 |
| | 14,846,431 |
| | $ | 148 |
| | $ | 3,491,561 |
| | $ | (129,048 | ) | | $ | 17,497 |
| | $ | (494,962 | ) | | $ | 2,885,968 |
|
| Continued on next page. | | | | | | | | | | | | | | | | | |
EPR PROPERTIES Consolidated Statements of Changes in Equity Six Months Ended June 30, 2018 (Unaudited) (Dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | EPR Properties Shareholders’ Equity | | |
| | Common Stock | | Preferred Stock | | Additional paid-in capital | | Treasury shares | | Accumulated other comprehensive income (loss) | | Distributions in excess of net income | | Total |
| | Shares | | Par | | Shares | | Par | | |
| Balance at December 31, 2017 | 76,858,632 |
| | $ | 769 |
| | 14,848,165 |
| | $ | 148 |
| | $ | 3,478,986 |
| | $ | (121,591 | ) | | $ | 12,483 |
| | $ | (443,470 | ) | | $ | 2,927,325 |
|
| Restricted share units issued to Trustees | 23,571 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Issuance of nonvested shares, net | 295,202 |
| | 3 |
| | — |
| | — |
| | 3,971 |
| | — |
| | — |
| | — |
| | 3,974 |
|
| Purchase of common shares for vesting | — |
| | — |
| | — |
| | — |
| | — |
| | (7,155 | ) | | — |
| | — |
| | (7,155 | ) |
| Amortization of nonvested shares and restricted share units | — |
| | — |
| | — |
| | — |
| | 7,462 |
| | — |
| | — |
| | — |
| | 7,462 |
|
| Share option expense | — |
| | — |
| | — |
| | — |
| | 147 |
| | — |
| | — |
| | — |
| | 147 |
|
| Foreign currency translation adjustment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (9,468 | ) | | — |
| | (9,468 | ) |
| Change in unrealized gain on derivatives | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 14,482 |
| | — |
| | 14,482 |
|
| Net income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 121,119 |
| | 121,119 |
|
| Issuances of common shares | 11,873 |
| | — |
| | — |
| | — |
| | 693 |
| | — |
| | — |
| | — |
| | 693 |
|
| Conversion of Series E Convertible Preferred shares to common shares | 800 |
| | — |
| | (1,734 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Stock option exercises, net | 5,742 |
| | — |
| | — |
| | — |
| | 302 |
| | (302 | ) | | — |
| | — |
| | — |
|
| Dividends to common and preferred shareholders | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (172,611 | ) | | (172,611 | ) |
| Balance at June 30, 2018 | 77,195,820 |
| | $ | 772 |
| | 14,846,431 |
| | $ | 148 |
| | $ | 3,491,561 |
| | $ | (129,048 | ) | | $ | 17,497 |
| | $ | (494,962 | ) | | $ | 2,885,968 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | EPR Properties Shareholders’ Equity | | |
| | Common Stock | | Preferred Stock | | Additional
paid-in capital | | Treasury
shares | | Accumulated
other
comprehensive
income (loss) | | Distributions
in excess of
net income | | Total |
| | Shares | | Par | | Shares | | Par | | |
| Balance at December 31, 2018 | 77,226,443 |
| | $ | 772 |
| | 14,841,431 |
| | $ | 148 |
| | $ | 3,504,494 |
| | $ | (130,728 | ) | | $ | 12,085 |
| | $ | (521,748 | ) | | $ | 2,865,023 |
|
| Restricted share units issued to Trustees | 1,156 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Issuance of nonvested shares, net | 197,755 |
| | 2 |
| | — |
| | — |
| | 4,831 |
| | (403 | ) | | — |
| | — |
| | 4,430 |
|
| Purchase of common shares for vesting | — |
| | — |
| | — |
| | — |
| | — |
| | (9,499 | ) | | — |
| | — |
| | (9,499 | ) |
| Share-based compensation expense | — |
| | — |
| | — |
| | — |
| | 3,280 |
| | — |
| | — |
| | — |
| | 3,280 |
|
| Foreign currency translation adjustment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,810 |
| | — |
| | 3,810 |
|
| Change in unrealized loss on derivatives | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (7,498 | ) | | — |
| | (7,498 | ) |
| Net income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 65,349 |
| | 65,349 |
|
| Issuances of common shares | 1,064,600 |
| | 11 |
| | — |
| | — |
| | 78,982 |
| | — |
| | — |
| | — |
| | 78,993 |
|
| Stock option exercises, net | 111,815 |
| | 1 |
| | — |
| | — |
| | 5,543 |
| | (6,276 | ) | | — |
| | — |
| | (732 | ) |
| Dividends to common shareholders ($1.125 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (84,343 | ) | | (84,343 | ) |
| Dividends to Series C preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,939 | ) | | (1,939 | ) |
| Dividends to Series E preferred shareholders ($0.5625 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,939 | ) | | (1,939 | ) |
| Dividends to Series G preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,156 | ) | | (2,156 | ) |
| Balance at March 31, 2019 | 78,601,769 |
| | $ | 786 |
| | 14,841,431 |
| | $ | 148 |
| | $ | 3,597,130 |
| | $ | (146,906 | ) | | $ | 8,397 |
| | $ | (546,776 | ) | | $ | 2,912,779 |
|
| | | | | | | | | | | | | | | | | | |
| Restricted share units issued to Trustees | 26,236 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Issuance of nonvested shares, net | 11,000 |
| | — |
| | — |
| | — |
| | 95 |
| | (95 | ) | | — |
| | — |
| | — |
|
| Share-based compensation expense | — |
| | — |
| | — |
| | — |
| | 3,283 |
| | — |
| | — |
| | — |
| | 3,283 |
|
| Foreign currency translation adjustment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,972 |
| | — |
| | 3,972 |
|
| Change in unrealized loss on derivatives | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (7,195 | ) | | — |
| | (7,195 | ) |
| Net income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 66,594 |
| | 66,594 |
|
| Issuances of common shares | 2,033,530 |
| | 21 |
| | — |
| | — |
| | 157,575 |
| | — |
| | — |
| | — |
| | 157,596 |
|
| Stock option exercises, net | 5,198 |
| | — |
| | — |
| | — |
| | 142 |
| | (142 | ) | | — |
| | — |
| | — |
|
| Dividends to common shareholders ($1.125 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (86,097 | ) | | (86,097 | ) |
| Dividends to Series C preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,939 | ) | | (1,939 | ) |
| Dividends to Series E preferred shareholders ($0.5625 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (1,939 | ) | | (1,939 | ) |
| Dividends to Series G preferred shareholders ($0.359375 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (2,156 | ) | | (2,156 | ) |
| Balance at June 30, 2019 | 80,677,733 |
| | $ | 807 |
| | 14,841,431 |
| | $ | 148 |
| | $ | 3,758,225 |
| | $ | (147,143 | ) | | $ | 5,174 |
| | $ | (572,313 | ) | | $ | 3,044,898 |
|
| | | | | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements.
EPR PROPERTIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) | EPR PROPERTIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) | EPR PROPERTIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) |
| | | Six Months Ended June 30, | Six Months Ended June 30, |
| | 2018 | | 2017 | 2019 | | 2018 |
| Operating activities: | | | | | | |
| Net income | $ | 121,119 |
| | $ | 134,451 |
| $ | 131,943 |
| | $ | 121,119 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Gain from early extinguishment of debt | — |
| | (977 | ) | |
| Impairment charges | 16,548 |
| | 10,195 |
| — |
| | 16,548 |
|
| Gain on sale of real estate | (473 | ) | | (27,465 | ) | (16,102 | ) | | (473 | ) |
| Gain on insurance recovery | — |
| | (606 | ) | |
| Deferred income tax expense | 663 |
| | 684 |
| |
| Deferred income tax (benefit) expense | | (2,284 | ) | | 663 |
|
| Costs associated with loan refinancing or payoff | 31,958 |
| | 14 |
| — |
| | 31,958 |
|
| Equity in loss (income) from joint ventures | 37 |
| | (51 | ) | |
| Equity in (income) loss from joint ventures | | (959 | ) | | 37 |
|
| Distributions from joint ventures | 567 |
| | 442 |
| 112 |
| | 567 |
|
| Depreciation and amortization | 75,266 |
| | 61,225 |
| 82,098 |
| | 75,266 |
|
| Amortization of deferred financing costs | 2,837 |
| | 2,981 |
| 3,019 |
| | 2,837 |
|
| Amortization of above/below market leases and tenant allowances, net | (472 | ) | | 14 |
| (117 | ) | | (472 | ) |
| Share-based compensation expense to management and Trustees | 7,608 |
| | 6,961 |
| 6,563 |
| | 7,608 |
|
| (Increase) decrease in mortgage notes accrued interest receivable | (374 | ) | | 1,915 |
| |
| (Increase) decrease in accounts receivable, net | (5,625 | ) | | 3,506 |
| |
| Increase in direct financing leases receivable | (401 | ) | | (804 | ) | |
| Increase in other assets | (3,989 | ) | | (2,195 | ) | |
| Decrease in accounts payable and accrued liabilities | (6,758 | ) | | (7,099 | ) | |
| Increase in unearned rents and interest | 11,237 |
| | 11,444 |
| |
| Change in assets and liabilities: | | | | |
| Operating lease assets and liabilities | | (290 | ) | | — |
|
| Mortgage notes accrued interest receivable | | (1,544 | ) | | (374 | ) |
| Accounts receivable | | 12,435 |
| | (5,625 | ) |
| Direct financing leases receivable | | (117 | ) | | (401 | ) |
| Other assets | | (5,434 | ) | | (3,989 | ) |
| Accounts payable and accrued liabilities | | 50 |
| | (6,758 | ) |
| Unearned rents and interest | | 383 |
| | 11,237 |
|
| Net cash provided by operating activities | 249,748 |
| | 194,635 |
| 209,756 |
| | 249,748 |
|
| Investing activities: | | | | | | |
| Acquisition of and investments in rental properties and other assets | (84,306 | ) | | (196,957 | ) | |
| Acquisition of and investments in real estate and other assets | | (418,114 | ) | | (84,306 | ) |
| Proceeds from sale of real estate | 6,195 |
| | 130,726 |
| 95,958 |
| | 6,195 |
|
| Investment in unconsolidated joint ventures | | (325 | ) | | — |
|
| Investment in mortgage notes receivable | (21,079 | ) | | (101,721 | ) | (33,074 | ) | | (21,079 | ) |
| Proceeds from mortgage notes receivable paydowns | 196,038 |
| | 15,610 |
| 1,954 |
| | 196,038 |
|
| Investment in promissory notes receivable | (7,739 | ) | | (1,387 | ) | (9,068 | ) | | (7,739 | ) |
| Proceeds from promissory note receivable paydown | 7,500 |
| | 1,599 |
| 3,574 |
| | 7,500 |
|
| Additions to properties under development | (135,605 | ) | | (196,354 | ) | (102,101 | ) | | (135,605 | ) |
| Net cash used by investing activities | (38,996 | ) | | (348,484 | ) | (461,196 | ) | | (38,996 | ) |
| Financing activities: | | | | | | |
| Proceeds from debt facilities and senior unsecured notes | 840,000 |
| | 915,000 |
| 422,000 |
| | 840,000 |
|
| Principal payments on debt | (881,684 | ) | | (601,962 | ) | (218,150 | ) | | (881,684 | ) |
| Deferred financing fees paid | (8,557 | ) | | (7,042 | ) | (276 | ) | | (8,557 | ) |
| Costs associated with loan refinancing or payoff (cash portion) | (28,650 | ) | | (6 | ) | — |
| | (28,650 | ) |
| Net proceeds from issuance of common shares | 530 |
| | 68,352 |
| 231,407 |
| | 530 |
|
| Impact of stock option exercises, net | | (732 | ) | | — |
|
| Purchase of common shares for treasury for vesting | (7,156 | ) | | (6,729 | ) | (9,499 | ) | | (7,156 | ) |
| Dividends paid to shareholders | (169,831 | ) | | (147,845 | ) | (179,989 | ) | | (169,831 | ) |
| Net cash (used) provided by financing activities | (255,348 | ) | | 219,768 |
| |
| Net cash provided (used) by financing activities | | 244,761 |
| | (255,348 | ) |
| Effect of exchange rate changes on cash | (90 | ) | | 129 |
| 109 |
| | (90 | ) |
| Net (decrease) increase in cash and cash equivalents and restricted cash | (44,686 | ) | | 66,048 |
| |
| Net change in cash and cash equivalents and restricted cash | | (6,570 | ) | | (44,686 | ) |
| Cash and cash equivalents and restricted cash at beginning of the period | 58,986 |
| | 29,079 |
| 18,507 |
| | 58,986 |
|
| Cash and cash equivalents and restricted cash at end of the period | $ | 14,300 |
| | $ | 95,127 |
| $ | 11,937 |
| | $ | 14,300 |
|
| Supplemental information continued on next page. | | | | | | |
EPR PROPERTIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) Continued from previous page. | EPR PROPERTIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) Continued from previous page. | EPR PROPERTIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) Continued from previous page. |
| | | Six Months Ended June 30, | Six Months Ended June 30, |
| | 2018 | | 2017 | 2019 | | 2018 |
| Reconciliation of cash and cash equivalents and restricted cash: | | | | | | |
| Cash and cash equivalents at beginning of the period | $ | 41,917 |
| | $ | 19,335 |
| $ | 5,872 |
| | $ | 41,917 |
|
| Restricted cash at beginning of the period | 17,069 |
| | 9,744 |
| 12,635 |
| | 17,069 |
|
| Cash and cash equivalents and restricted cash at beginning of the period | $ | 58,986 |
| | $ | 29,079 |
| $ | 18,507 |
| | $ | 58,986 |
|
| | | | | | | |
| Cash and cash equivalents at end of the period | $ | 3,017 |
| | $ | 70,872 |
| $ | 6,927 |
| | $ | 3,017 |
|
| Restricted cash at end of the period | 11,283 |
| | 24,255 |
| 5,010 |
| | 11,283 |
|
| Cash and cash equivalents and restricted cash at end of the period | $ | 14,300 |
| | $ | 95,127 |
| $ | 11,937 |
| | $ | 14,300 |
|
| | | | | | | |
| Supplemental schedule of non-cash activity: | | | | | | |
| Transfer of property under development to rental properties | $ | 110,742 |
| | $ | 206,115 |
| |
| Transfer of property under development to real estate investments | | $ | 282,275 |
| | $ | 110,742 |
|
| Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses | $ | 18,252 |
| | $ | 23,983 |
| $ | 17,590 |
| | $ | 18,252 |
|
| Issuance of common shares for acquisition | $ | — |
| | $ | 657,473 |
| |
| Assumption of liabilities net of accounts receivable for acquisition | $ | — |
| | $ | 12,083 |
| |
| Conversion or reclassification of mortgage notes receivable to rental properties | $ | 155,185 |
| | $ | — |
| |
| Conversion or reclassification of mortgage notes receivable to real estate investments | | $ | — |
| | $ | 155,185 |
|
| Operating lease right-of-use assets | | $ | 227,355 |
| | $ | — |
|
| Operating lease liabilities | | $ | 251,934 |
| | $ | — |
|
| Sub-lessor straight-line rent receivable | | $ | 24,454 |
| | $ | — |
|
| Acquisition of real estate in exchange for assumption of debt at fair value | | $ | 14,000 |
| | $ | — |
|
| Assumption of debt | | $ | 18,585 |
| | $ | — |
|
| Supplemental disclosure of cash flow information: | | | | | | |
| Cash paid during the period for interest | $ | 75,386 |
| | $ | 65,623 |
| $ | 70,954 |
| | $ | 75,386 |
|
| Cash paid during the period for income taxes | $ | 1,105 |
| | $ | 654 |
| $ | 1,066 |
| | $ | 1,105 |
|
| Interest cost capitalized | $ | 4,538 |
| | $ | 5,340 |
| $ | 4,667 |
| | $ | 4,538 |
|
| (Decrease) increase in accrued capital expenditures | $ | (3,394 | ) | | $ | 9,347 |
| |
| Change in accrued capital expenditures | | $ | 8,854 |
| | $ | (3,394 | ) |
See accompanying notes to consolidated financial statements.
EPR PROPERTIES
Notes to Consolidated Financial Statements (Unaudited)
1. Organization
Description of Business
EPR Properties (the Company) is a specialty real estate investment trust (REIT) organized on August 29, 1997 in Maryland. The Company develops, owns, leases and finances properties in select market segments primarily related to Entertainment, Recreation and Education. The Company’s properties are located in the United States and Canada.
2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. In addition, operating results for the six month period ended June 30, 20182019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.2019.
The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The equity method of accounting is applied to entities in which the Company is not the primary beneficiary as defined in the FASB ASC Topic on Consolidation (Topic 810), or does not have effective control, but can exercise influence over the entity with respect to its operations and major decisions.
The consolidated balance sheet as of December 31, 20172018 has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 20172018 filed with the Securities and Exchange Commission (SEC) on March 1, 2018.February 28, 2019.
Recently Adopted Accounting Pronouncements
On January 1, 2018, the Company adopted2019, Accounting Standards Update (ASU) No. 2016-18, Statement2016-02 Leases (Topic 842) became effective for the Company. The Company adopted the standard on the effective date and used the effective date as the date of Cash Flows,initial application. Accordingly, comparative periods have not been recast, and disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.
The standard offered several practical expedients for transition and certain reclassifications have been madeexpedients specific to lessees or lessors. Both lessees and lessors are permitted to make an election to apply a package of practical expedients available for implementation under the standard. The Company elected to apply the package of practical expedients, which permitted the Company to not reassess its prior period balances to conform to current presentation in the consolidated statement of cash flows. Under ASU No. 2016-18, transfers to or from restricted cash which have been previously shown in the Company's operating activities section of the accompanying consolidated statement of cash flows are now required to be shown as part of the total change in cashconclusions about lease identification, lease classification and cash equivalents and restricted cash in the consolidated statements of cash flows.initial direct costs. In addition, on January 1, 2018, the Company adopted ASU No. 2016-15, Classificationelected the expedient to not evaluate existing or expired land easements and elected the practical expedient to not separate lease and non-lease components for all its leases where it is the lessor. In addition, the Company elected the short-term lease exception, which allows the Company to account for leases with a lease term of Certain Cash Receipts and Cash Payments. 12 months or less similar to existing operating leases. The ASU clarifiesCompany did not elect the treatment of several cash flow issues with the objective of reducing diversity in practice. The adoption of this ASU had no impactuse-of-hindsight expedient. See Note 16 for information related to the Company's financial position, results of operations or presentation in the consolidated statement of cash flows.leases.
On January 1, 2018, the Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606) and ASC 610-20, Other Income: Gains and Losses from the Derecognition of Non-financial Assets (ASC 610-20) using a modified retrospective (cumulative effect) method of adoption. The core principle of ASC 606 is that an entity will recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers when it satisfies performance obligations. The Company’s primary source of revenue is from lease revenue (which is excluded from the revenue standard but will be impacted upon adoption of the lease standard in 2019 discussed in Impact of Recently Issued Accounting Standards) and mortgage and other financing income (which is not in scope of the revenue standard). ASC 610-20 provides guidance on how entities recognize sales to non-customers including presentation of gain or loss on a net basis in the consolidated statements of income. The Company has concluded that its property sales represent transactions with non-customers. The Company had two property sale transactions that occurred in 2017 in which the Company received an aggregate of $12.3 million in mortgage notes receivable as full consideration for the sales. The mortgage notes require interest only payments until
maturity and the Company determined in 2017 that these transactions qualified as sales; however, the gain on each sale was deferred. Upon adoption of ASC 610-20 on January 1, 2018, the Company determined that these transactions did not qualify for de-recognition. Accordingly, the Company recorded an adjustment in the six months ended June 30, 2018 to reclassify these assets from mortgage notes receivable to rental properties on its consolidated balance sheet. All other sales of real estate were all cash transactions in which the purchaser obtained control of the property, therefore, there was no cumulative adjustment recognized to beginning retained earnings as a result of adopting ASC 610-20.
Operating Segments
The Company has four reportable operating segments: Entertainment, Recreation, Education and Other. See Note 15 for financial information related to these operating segments.
Rental PropertiesReal Estate Investments
Rental propertiesReal estate investments are carried at cost less accumulated depreciation. Costs incurred for the acquisition and development of the properties are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which generally are estimated to be 30 to 40 years for buildings, and three to 25 years for furniture, fixtures and equipment and 10 to 20 years for site improvements. Tenant improvements, including allowances, are depreciated over the shorter of the baselease term of the lease or the estimated useful life and leasehold interests are depreciated over the useful life of the underlying ground lease. Expenditures for ordinary maintenance and repairs are charged to operations in the period incurred. Significant renovations and improvements that improve or extend the useful life of the asset are capitalized and depreciated over their estimated useful life.
Management reviews a property for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. The review of recoverability is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of the property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value.
The Company evaluates the held-for-sale classification of its real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. Assets are generally classified as held for sale once management has initiated an active program to market them for sale and it is probable the assets will be sold within one year. On occasion, the Company will receive unsolicited offers from third parties to buy individual Company properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance.
Real Estate Acquisitions
Upon acquisition of real estate properties, the Company evaluates the acquisition to determine if it is a business combination or an asset acquisition. In January 2017,
If the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidanceacquisition is determined to assist entities with evaluating whether acquisitions should be accounted for as business combinations oran asset acquisitions. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early application of the guidance permitted. The Company elected to early adopt ASU No. 2017-01as of January 1, 2017. As a result,acquisition, the Company expects that fewer of its real estate acquisitions will be accounted for as business combinations.
Costs incurred for asset acquisitions and development properties, including transaction costs, are capitalized. For asset acquisitions, the Company allocatesrecords the purchase price and other related costs incurred to the acquired tangible assets (consisting of land, building, site improvements, tenant improvements, leasehold interests and furniture, fixtures and equipment) and identified intangible assets and liabilities based(consisting of in-place leases, above and below-market leases, tradenames, contract value and assumed financing that is determined to be above or below-market terms) on recent independent appraisalsa relative fair value basis. In addition, costs incurred for asset acquisitions including transaction costs, are capitalized.
If the acquisition is determined to be a business combination, the Company records the fair value of acquired tangible assets (consisting of land, building, site improvements, tenant improvements, leasehold interests and furniture, fixtures and equipment) and identified intangible assets and liabilities (consisting of in-place leases, above and below-market leases, tradenames, contract value and assumed financing that is determined to be above or methods similar to those used by independent appraisers and management judgment. Acquisition-relatedbelow-market terms) as well as any noncontrolling interest. In addition, acquisition-related costs in connection with business combinations are expensed as incurred. Costs related to such transactions, as well as costs associated with terminated transactions and pre-opening costs, are included in the accompanying consolidated statements of income as transaction costs.
Deferred Financing Costs
Deferred financing costs are amortized over the terms of the related debt obligations or mortgage note receivable as applicable. Deferred financing costs of $36.0$32.0 million and $32.933.9 million as of June 30, 20182019 and December 31, 2017,2018, respectively, are shown as a reduction of debt. The deferred financing costs of $4.3 million and $5.0 million as of June 30, 2019 and December 31, 2018, respectively, related to the unsecured revolving credit facility are included in other assets.
Allowance for Doubtful AccountsRental Revenue
Accounts receivable is reduced by an allowance for amounts where collection is not probable. The Company’s accounts receivable balance is comprisedCompany leases real estate to its tenants primarily of rents andunder leases that are predominately classified as operating cost recoveries due from tenants as well as accrued rental rate increases to be received over the life of the existing leases. The Company regularly evaluatesCompany's leases generally provide for rent escalations throughout the adequacy of its allowance for doubtful accounts. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of the Company’s tenants, historical trends of the tenant and/or other debtor, current economic conditions and changes in customer paymentlease terms. Additionally, with respect to tenants in bankruptcy, the Company estimates the expected recovery through bankruptcy claims and increases the allowance for amounts deemed uncollectible. These estimates have a direct impact on the Company's net income.
Revenue Recognition
Rents that are fixed and determinable are recognized on a straight-line basis over the non-cancellable termslease term. Many of the leases.Company's leasing arrangements include options
to extend the lease, which are not included in the minimum lease terms unless it is reasonably certain to be exercised. Straight-line rental revenue is subject to an evaluation for collectability,collectibility, and the Company records a provision for lossesdirect write-off against rental revenues if collectabilitycollectibility of these future rents is not reasonably assured.probable. For the six months ended June 30, 20182019 and 2017,2018, the Company recognized $3.9$5.6 million and $9.1$3.9 million, respectively, of straight-line rental revenue.revenue, net of write-offs of $1.4 million for the six months ended June 30, 2019. There were no straight-line write-offs recognized during the six months ended June 30, 2018. Base rent escalation on leasesescalations that include a variable component are dependentrecognized upon increasesthe occurrence of the specified event as defined in the Consumer Price Index (CPI) isCompany's lease agreements.
A substantial portion of the Company’s lease contracts are triple-net leases, which require the tenants to make payments to third parties for lessor costs (such as property taxes and insurance) associated with the properties. In accordance with Topic 842, the Company does not include these payments made by the lessees to third parties in rental revenue or property operating expenses. In certain situations, the Company pays these lessor costs directly to third-parties and the tenants reimburse the Company. In accordance with Topic 842, these payments are presented on a gross basis in rental revenue and property operating expense. During the six months ended June 30, 2019, the Company recognized when known.$4.3 million in tenant reimbursements related to the gross up of these reimbursed expenses which are included in rental revenue.
Certain of the Company's leases, particularly at its entertainment retail centers, require the tenants to make payments to the Company for property related expenses such as common area maintenance. The Company has elected to combine these non-lease components with the lease components in rental revenue. As such, certain reclassifications have been made to the 2018 presentation to conform to the 2019 presentation to combine tenant reimbursements with rental revenue. For both the six months ended June 30, 20182019 and 2017,2018, the Company recognized $7.7 million of tenant reimbursements that related to the operations of its entertainment retail centers. Certain reclassifications have been made to the 2017 presentation to conform to the 2018 presentation to combine tenant reimbursements with rental revenue.
In addition, most of the Company's tenants are subject to additional rents if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents as well as participating interest for those mortgage agreements that contain similar such clauses are recognized at the time when specific triggering events occur as provided by the lease or mortgage agreements.agreement. Rental revenue included percentage rents of $3.0$5.5 million and $2.5$3.0 million for the six months ended June 30, 20182019 and 2017,2018, respectively.
Direct financingThe Company regularly evaluates the collectibility of its receivables on a lease income is recognized onby lease basis. The evaluation primarily consists of reviewing past due account balances and considering such factors as the effective interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values atcredit quality of the dateCompany's tenants, historical trends of the tenant and/or other debtor, current economic conditions and changes in customer payment terms. The Company suspends revenue recognition when the collectibility of lease inception represent management's initial estimates of fair valuereceivables or future lease payments are no longer probable and records a direct write-off of the leased assets atreceivable to rental revenue. For the expirationsix months ended June 30, 2019, the Company recognized $0.3 million in reductions to rental income related to the write-off of tenant receivables. Certain reclassifications have been made to the 2018 presentation to conform to the 2019 presentation related to the Company's former presentation of the lease, not to exceed original cost. Significant assumptions used in estimating residual values include estimated net cash flows over the remaining lease term and expected future real estate values. The Company evaluates on an annual basis (or more frequently, if necessary) the collectability of its direct financing lease receivable and unguaranteed residual value to determine whether they are impaired. A direct financing lease receivable is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a direct financing lease receivable is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the direct financing lease receivable's effective interest rate or to the fair value of the underlying collateral, less costs to sell, if such receivable is collateralized.allowance for doubtful accounts.
Property Sales
Sales of real estate properties are recognized when a contract exists collectability is probable and the purchaser has obtained control of the property. Gains on sales of properties are recognized in full in a partial sale of nonfinancial assets, to the extent control is not retained. Any noncontrolling interest retained by the seller would, accordingly, be measured at fair value.
The Company evaluates each sale or disposal transaction to determine if it meets the criteria to qualify as discontinued operations. A discontinued operation is a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on the Company's operations and financial results. If the sale or disposal transaction does not meet the criteria, the operations and related gain or loss on sale is included in income from continuing operations.
Mortgage Notes and Other Notes Receivable
Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower. Interest income is recognized using the effective interest method based on the stated interest rate over the estimated life of the note. Premiums and discounts
are amortized or accreted into income over the estimated life of the note using the effective interest method. The Company evaluates the collectabilitycollectibility of both interest and principal of each of its loans to determine whether it is impaired. A loan is considered to be impaired when, based on current information and events, the Company determines that it is probable that it will be unable to collect all amounts due according to the existing contractual terms. An insignificant delay or shortfall in amounts of payments does not necessarily result in the loan being identified as impaired. When a loan is considered to be impaired, the amount of loss, if any, is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less costs to sell, if the loan is collateral dependent. For impaired loans, interest income is recognized on a cash basis, unless the Company determines based on the loan to estimated fair value ratio the loan should be on the cost recovery method, and any cash payments received would then be reflected as a reduction of principal. Interest income recognition is recommenced if and when the impaired loan becomes contractually current and performance is demonstrated to be resumed.
Mortgage and Other Financing Income
Certain of the Company's borrowers are subject to additional interest based on certain thresholds defined in the mortgage agreements (participating interest). Participating interest income is recognized at the time when specific triggering events occur as provided by the mortgage agreement. There was no participating interest income for the six months ended June 30, 2019 and 2018. In addition, for the six months ended June 30, 2019 and 2018, mortgage and other financing income included $0.9 million and $47.3 million, respectively, in prepayment fees related to mortgage notes that were paid fully in advance of their maturity date.
As described above, the Company adopted Topic 842 on January 1, 2019 and elected to not reassess its prior conclusions about lease classification. Accordingly, the Company's leases that were classified as investment in direct financing leases retained this classification. Direct financing lease income is included in mortgage and other financing income and is recognized on the effective interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values at the date of lease inception represent management's initial estimates of fair value of the leased assets at the expiration of the lease, not to exceed original cost. Significant assumptions used in estimating residual values include estimated net cash flows over the remaining lease term and expected future real estate values. The Company evaluates on an annual basis (or more frequently, if necessary) the collectibility of its direct financing lease receivable and unguaranteed residual value to determine whether they are impaired. A direct financing lease receivable is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a direct financing lease receivable is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the direct financing lease receivable's effective interest rate or to the fair value of the underlying collateral, less costs to sell, if such receivable is collateralized.
Concentrations of Risk
American Multi-Cinema, Inc. (AMC) was the lessee of a substantial portion (34%(30%) of the megaplex theatre rental properties held by the Company at June 30, 2018.2019. For the six months ended June 30, 2019 and 2018, approximately $61.4 million or 18.0% and 2017, approximately $57.4 million or 16.0% and $57.6 million or 20.8%, respectively, of the Company's total revenues were derived from rental payments by AMC. These
Topgolf USA (Topgolf) was the lessee of a substantial portion (42%) of the recreation properties held by the Company at June 30, 2019. For the six months ended June 30, 2019 and 2018, approximately $37.7 million or 11.1% and $30.4 million or 8.5%, respectively, of the Company's total revenues were derived from rental payments are from AMC under the leases, or from its parent, AMC Entertainment, Inc. (AMCE), as the guarantor of AMC’s obligations under the leases. AMCE is wholly owned by AMC Entertainment Holdings, Inc. (AMCEH). AMCEH is a publicly held company (NYSE: AMC) and its consolidated financial information is publicly available at www.sec.gov.Topgolf.
Share-Based Compensation
Share-based compensation to employees of the Company is granted pursuant to the Company's Annual Incentive Program and Long-Term Incentive Plan and share-based compensation to non-employee Trustees of the Company is granted pursuant to the Company's Trustee compensation program. Prior to May 12, 2016, share-based compensation granted to employees and non-employee Trustees was issued under the 2007 Equity Incentive Plan. The 2016 Equity Incentive Plan was approved by shareholders at the May 11, 2016 annual shareholder meeting and this plan replaced the 2007 Equity Incentive Plan. Accordingly, all share-based compensation granted on or after May 12, 2016 has been issued under the 2016 Equity Incentive Plan.
Share-based compensation expense consists of share option expense and amortization of nonvested share grants issued to employees, and amortization of share units issued to non-employee Trustees for payment of their annual retainers. Share-based compensation included in general and administrative expense in the accompanying consolidated statements of income totaled $7.6$6.6 million and $7.0$7.6 million for the six months ended June 30, 20182019 and 2017,2018, respectively.
Share Options
Share options are granted to employees pursuant to the Long-Term Incentive Plan. The fair value of share options granted is estimated at the date of grant using the Black-Scholes option pricing model. Share options granted to employees vest over a period of four years and share option expense for these options is recognized on a straight-line basis over the vesting period. Expense recognized related to share options and included in general and administrative expense in the accompanying consolidated statements of income was $147$5 thousand and $361$147 thousand for the six months ended June 30, 2019 and 2018, and 2017, respectively.
Nonvested Shares Issued to Employees
The Company grants nonvested shares to employees pursuant to both the Annual Incentive Program and the Long-Term Incentive Plan. The Company amortizes the expense related to the nonvested shares awarded to employees under the Long-Term Incentive Plan and the premium awarded under the nonvested share alternative of the Annual Incentive
Program on a straight-line basis over the future vesting period (three(three or four years) years). Expense recognized related to nonvested shares and included in general and administrative expense in the accompanying consolidated statements of income was $6.9$5.6 million and $6.0$6.9 million for the six months ended June 30, 2019 and 2018, and 2017, respectively.
Restricted Share Units Issued to Non-Employee Trustees
The Company issues restricted share units to non-employee Trustees for payment of their annual retainers under the Company's Trustee compensation program. The fair value of the share units granted was based on the share price at the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. This expense is amortized by the Company on a straight-line basis over the year of service by the non-employee Trustees. Total expense recognized related to shares issued to non-employee Trustees was $570$851 thousand and $599$570 thousand for the six months ended June 30, 20182019 and 2017,2018, respectively.
Derivative Instruments
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The update amended existing guidance in order to better align a company's financial reporting for hedging activities with the economic objectives of those activities. It requires the Company to disclose the effect of its hedging activities on its consolidated statements of income and eliminated the periodic measurement and recognition of hedging ineffectiveness. The standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early application of the guidance permitted. The Company elected to early adopt ASU No. 2017-12as of October 1, 2017. Early adoption had no impact on the Company's financial position or results of operations.
The Company has entered into certain derivative instruments to reduce exposure to fluctuations in foreign currency exchange rates and variable interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These derivatives consist of foreign currency forward contracts, cross-currency swaps and interest rate swaps.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. For its net investment hedges, the Company has elected to assessesassess hedge effectiveness using a method based on changes in spot exchange rates and record the changes in the fair value amounts excluded from the assessment of effectiveness into earnings on a systematic and rational basis. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company's policy is to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
Impact of Recently Issued Accounting Standards
In February 2016, the FASB issued ASU No. 2016-02, Leases, which amends existing accounting standards for lease accounting and is intended to improve financial reporting related to lease transactions. The ASU will require lessees to classify leases as either finance or operating leases based on certain criteria and to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Lessor accounting will remain largely unchanged from current U.S. GAAP. The standard eliminates current real estate-specific provisions and changes the
guidance on sale-leaseback transactions and will require new disclosures within the notes accompanying the consolidated financial statements.
Although the Company is primarily a lessor, ASU No. 2016-02 will impact the Company’s consolidated financial statements and disclosures as it has certain operating land leases and other arrangements for which it is the lessee and will be required to recognize these arrangements on the consolidated financial statements. For the land lease arrangements, the Company is also, in substantially all cases, in a sub-lessor position and passes the obligation to pay the monthly land lease payments on to its sublessees. The Company has completed its initial inventory and evaluation of the land leases and other arrangements and expects that it will be required to recognize a right-of-use asset and a lease liability for the present value of the minimum lease payments. The Company is in the process of preparing the initial estimates of the amount of its right-of-use assets and lease liabilities. Based on the current contracts under which the Company is a lessee, it is estimated that its right-of-use assets and lease liabilities to be recognized upon adoption will be less than 4% of total assets. However, the ultimate impact of adopting ASU No. 2016-02 will depend on the Company’s lease portfolio as of the adoption date.
A substantial portion of the Company’s lease contracts (under which it is lessor) are triple-net leases, which require the tenants to make payments to third parties for operating expenses such as property taxes, insurance and common area maintenance costs associated with the properties. The Company currently does not include these payments made by the lessee to third parties in rental revenue or property operating expenses. Because of applying the guidance in ASU No. 2016-02, the Company may be required to show certain payments made by its tenants on a gross basis in its consolidated statements of income. Although no impact to net income or cash flows is expected as a result of a gross presentation, it would have the impact of increasing both reported revenues and property operating expenses. The Company is continuing to evaluate the impact of this potential presentation.
The ASU will become effective for the Company for interim and annual reporting periods in fiscal years beginning after December 15, 2018. The Company expects to adopt the new standard on its effective date. The standard offers several practical expedients for transition and certain expedients specific to lessees or lessors. Both lessees and lessors are permitted to make an election to apply a package of practical expedients available for implementation under the standard. The Company has concluded it will apply the package of practical expedients and certain other transition expedients, including the expedient to not evaluate existing or expired land easements. For transition, the Company intends to recognize all effects of transition in the beginning of the adoption reporting period on January 1, 2019.
The Company will continue its implementation work in 2018 including enhancements to the Company’s internal control framework, accounting systems and related documentation surrounding its lease accounting processes and the preparation of any additional disclosures that will be required.
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends ASC Topic 326, Financial Instruments - Credit Losses.Losses. The ASU changes the methodology for measuring credit losses on financial instruments and timing of when such losses are recorded. The amendments in ASU No. 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions and reasonable and supportable forecasts that affect the collectabilitycollectibility of financial assets and eliminates the incurred losses methodology under current U.S. GAAP. In addition, in November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which also amends ASC Topic 326, Financial Instruments - Credit Losses. The ASU states that operating lease receivables are not in the scope of Subtopic 326-20. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The ASU changes how a company considers expected recoveries and contractual extensions or renewal options when estimating expected credit losses.
ASU No. 2016-13, isASU No. 2018-19 and ASU No. 2019-04 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is currently evaluatingexpects to adopt the impact thatnew standard on its effective date. While the ASU will haveCompany has not completed the assessment of this standard and the impact on its consolidated financial statements, it is expected that the adoption will impact the Company's investment in direct financing leases as well as its mortgage notes and notes receivable. It is anticipated that the adoption of the new standard will result in higher provisions for potential loan losses as well as the recognition of such provisions earlier in the life of the receivable. The Company's assessment of the estimated amount of such provision remains in process. The Company does not currently have any loan loss reserves on its consolidated financial statements. The Company will continue its implementation work in 2019 including enhancements to the Company's internal control framework, accounting systems and related disclosures.documentation surrounding its credit loss process and the preparation of any additional disclosures that will be required.
3. Rental PropertiesReal Estate Investments
The following table summarizes the carrying amounts of rental propertiesreal estate investments as of June 30, 20182019 and December 31, 20172018 (in thousands):
| | | | June 30, 2018 | | December 31, 2017 | June 30, 2019 | | December 31, 2018 |
| Buildings and improvements | $ | 4,390,112 |
| | $ | 4,123,356 |
| $ | 5,068,006 |
| | $ | 4,593,159 |
|
| Furniture, fixtures & equipment | 89,559 |
| | 87,630 |
| 124,200 |
| | 97,463 |
|
| Land | 1,158,347 |
| | 1,108,805 |
| 1,334,805 |
| | 1,190,568 |
|
| Leasehold interests | 25,774 |
| | 25,774 |
| 26,041 |
| | 26,041 |
|
| | 5,663,792 |
| | 5,345,565 |
| 6,553,052 |
| | 5,907,231 |
|
| Accumulated depreciation | (810,604 | ) | | (741,334 | ) | (954,806 | ) | | (883,174 | ) |
| Total | $ | 4,853,188 |
| | $ | 4,604,231 |
| $ | 5,598,246 |
| | $ | 5,024,057 |
|
Depreciation expense on rental propertiesreal estate investments was $72.9$79.2 million and $59.3$72.9 million for the six months ended June 30, 20182019 and 2017,2018, respectively.
4. Impairment Charges
In July 2018, the Company entered into a new lease agreement with Children’s Learning Adventure USA (CLA) related to 21 open schools which replaces the prior lease arrangements and provides for a one-month term for rent of $1.0 million expiring on August 31, 2018. If the new lease is not extended, CLA will be required to expeditiously vacate these properties, in which case the Company intends to lease some or all of the 21 schools to other operators. The Company had $250.9 million classified in rental properties, net, in the accompanying consolidated balance sheets at June 30, 2018 for these 21 schools, and determined that the estimated undiscounted future cash flow exceed the carrying values of these properties. In addition, CLA also agreed to relinquish control of four of the Company’s properties that were still under development as the Company no longer intends to develop these properties for CLA. As a result, the Company revised its estimated undiscounted cash flows for these four properties, considering shorter expected holding periods, and determined that those estimated cash flows were not sufficient to recover the carrying values of these four properties. During the three months ended June 30, 2018, the Company determined the estimated fair value of these properties using Level 3 inputs, including independent appraisals of these properties, and reduced the carrying value of these assets to $9.8 million, recording an impairment charge of $16.5 million. The charge is primarily related to the cost of improvements specific to the development of CLA’s prototype.
5. Investments and Dispositions
The Company's investment spending during the six months ended June 30, 20182019 totaled $238.5$566.5 million and included investments in each of its primary operating segments.
Entertainment investment spending during the six months ended June 30, 20182019 totaled $49.3$429.5 million, including spending on the acquisition of 24 megaplex theatres totaling $377.8 million, and build-to-suit development and redevelopment of megaplex theatres, entertainment retail centers and familyother entertainment centers, as well as a $7.5 million megaplex theatre acquisition.properties.
Recreation investment spending during the six months ended June 30, 20182019 totaled $150.6$101.0 million, including spending on the acquisition of two attractions totaling $24.0 million, and build-to-suit development of golf entertainment complexes and attractions, redevelopment of ski areas, a $7.8 million acquisition of a recreation facility, an investment of $10.3 million in a mortgage note secured by one other recreation facility and the acquisition of one attraction property described below.attractions.
On June 22, 2018, the Company acquired one attraction property located in Pagosa Springs, Colorado for approximately $36.4 million. The property is a natural hot springs resort and spa on approximately eight acres and is subject to a long-term, triple-net lease.
Education investment spending during the six months ended June 30, 20182019 totaled $38.6$35.8 million, including spending on the acquisition of one early education center for $2.6 million, and build-to-suit development and redevelopment of public charter schools, early education centers and private schools, as well as $8.4 million on two early education center acquisitions.schools.
Mortgage Notes
On February 16, 2018, a borrower exercised its put option to convert its mortgage note agreement, totaling $142.9Other investment spending during the six months ended June 30, 2019 totaled $0.2 million and secured by 28 education facilities including both early education and private school properties,was related to a lease agreement. As a result,the Resorts World Catskills project in Sullivan County, New York.
During the six months ended June 30, 2019, the Company recordedcompleted the rental property at the carrying value, which approximated fair value,construction of the mortgage note on the conversion dateKartrite Resort and allocated this cost onIndoor Waterpark in Sullivan County, New York. The indoor waterpark resort is being operated under a relative fair value basis.traditional REIT lodging structure and facilitated by a management agreement with an eligible independent contractor. The propertiesrelated operating revenue and expense are leased pursuant to a triple-net master lease with a 23-year remaining term.
On March 11, 2018, the Company received payment in full on one mortgage note receivable of $1.5 million that was secured by land located in California. Additionally, on March 26, 2018, the Company received payment in full on one mortgage note receivable of $9.0 million that was secured by real estate in Washington. There were no prepayment fees received in connection with these note payoffs.
On May 7, 2018, Boyne USA, Inc. (Boyne) purchased seven ski properties from Och-Ziff Real Estate (OZRE) that partially secured the Company's mortgage note receivable due from OZRE. Following the acquisition by Boyne, OZRE made a partial prepayment to the Company of $175.4 million on this mortgage note receivable, leaving a carrying value of $74.6 million at June 30, 2018 that is secured by the remaining six ski properties. In connection with the partial prepayment of this note, the Company recognized a prepayment fee totaling $45.9 million that is included in mortgageother income and other financing incomeexpense in the accompanying consolidated statements of income for the three and six months ended June 30, 2018.
On May 29,2019. Additionally, during the year ended December 31, 2018, the Company completed the construction of the Resorts World Catskills common infrastructure. In June 2016, the Sullivan County Infrastructure Local Development Corporation issued $110.0 million of Series 2016 Revenue Bonds which funded a substantial portion of such construction costs. For the years ended December 31, 2016, 2017 and 2018, the Company received a partial prepaymenttotal reimbursements of $8.0$74.2 million on one mortgage note receivable that is secured byof construction costs. During the observation deck of the John Hancock Tower in Chicago, Illinois. In connection with the partial prepayment of this note, the Company recognized a prepayment fee of $1.4 million that is included in mortgage and other financing income in the accompanying consolidated statements of income for the three and six months ended June 30, 2018.2019, the Company received an additional reimbursement of $11.5 million.
Property Dispositions
During the six months ended June 30, 2018,2019, pursuant to tenant purchase options, the Company completed the salessale of two entertainment parcels located in Illinoissix public charter schools for net proceeds totaling $4.2 million. In connection with these sales, the Company$70.0 million and recognized a combined gain on sale of $0.5 million during$13.6 million.
During the six months ended June 30, 2018. Additionally,2019, the Company also completed the sale of one earlyrecreation property, five additional education center for net proceeds of $1.6 million. No gain or loss was recognized on this sale.
Subsequent to June 30, 2018, pursuant toproperties and a tenant purchase option, the Company completed the sale of one public charter school located in Californialand parcel for net proceeds totaling $11.9 million. In connection with this sale, the Company will recognize$25.9 million and recognized a combined gain on sale of $1.9 million during the third quarter of 2018.$2.5 million.
6.5. Accounts Receivable Net
The following table summarizes the carrying amounts of accounts receivable net as of June 30, 20182019 and December 31, 20172018 (in thousands):
|
| | | | | | | |
| | June 30,
2019 | | December 31,
2018 |
| Receivable from tenants | $ | 6,601 |
| | $ | 12,158 |
|
| Receivable from non-tenants | 6,383 |
| | 1,379 |
|
| Receivable from Sullivan County Infrastructure Revenue Bonds | — |
| | 11,500 |
|
Straight-line rent receivable (1) | 95,449 |
| | 73,332 |
|
| Total | $ | 108,433 |
| | $ | 98,369 |
|
|
| | | | | | | |
| | June 30,
2018 | | December 31,
2017 |
| Receivable from tenants | $ | 17,766 |
| | $ | 19,923 |
|
| Receivable from non-tenants | 4,745 |
| | 3,932 |
|
| Receivable from Sullivan County Infrastructure Revenue Bonds | 16,883 |
| | 14,718 |
|
| Straight-line rent receivable | 67,903 |
| | 62,605 |
|
| Allowance for doubtful accounts | (9,493 | ) | | (7,485 | ) |
| Total | $ | 97,804 |
| | $ | 93,693 |
|
The above totals include receivables from tenants of approximately $7.2 million and $6.0 million from CLA, which were fully reserved in the allowance for doubtful accounts at(1) At June 30, 2018 and December 31, 2017, respectively.2019, includes $24.8 million in sub-lessor straight-line rent receivables. Sub-lessor straight-line receivables relate to the Company's operating ground leases. The Company's tenants, who are generally sub-tenants under these ground leases, are responsible for paying the rent under these leases. See Note 1416 for further discussioninformation related to CLA. During the three months ended June 30, 2018, the Company recorded impairment charges of $16.5 million related to four properties classified in land held for development. See Note 4 for further discussion on impairment charges recognized related to CLA properties.Company's leases.
7.
6. Investment in Direct Financing Leases
The Company’s investment in direct financing leases relates to the Company’s leases of sixtwo public charter school properties as of June 30, 20182019 and December 31, 2017,2018, with affiliates of Imagine Schools, Inc. (Imagine). As described in Note 2, the Company adopted Topic 842 on January 1, 2019 and elected to not reassess its prior conclusions about lease classification, therefore these lease arrangements continue to be classified as direct financing leases. Investment in direct financing leases, net represents estimated unguaranteed residual values of leased assets and net unpaid rentals, less related deferred income. The following table summarizes the carrying amounts of investment in direct financing leases, net as of June 30, 20182019 and December 31, 20172018 (in thousands):
| | | | June 30, 2018 | | December 31, 2017 | June 30, 2019 | | December 31, 2018 |
| Total minimum lease payments receivable | $ | 109,294 |
| | $ | 112,411 |
| $ | 35,230 |
| | $ | 36,352 |
|
| Estimated unguaranteed residual value of leased assets | 47,000 |
| | 47,000 |
| 16,509 |
| | 16,509 |
|
Less deferred income (1) | (97,989 | ) | | (101,508 | ) | (31,064 | ) | | (32,303 | ) |
| Investment in direct financing leases, net | $ | 58,305 |
| | $ | 57,903 |
| $ | 20,675 |
| | $ | 20,558 |
|
| | | | | | | |
(1) Deferred income is net of $0.8$0.3 million of initial direct costs at June 30, 20182019 and December 31, 2017.2018.
During the year ended December 31, 2017, the Company recorded an impairment charge of $9.6 million, which included an allowance for lease loss of $7.3 million and a charge of $2.3 million related to estimated unguaranteed residual value. The Company determined that no additional allowance for losses was necessary at June 30, 2018.
Additionally, during the year ended December 31, 2017, the Company performed its annual review of the estimated unguaranteed residual value on its other properties leased to Imagine and determined that the residual value on one of these properties was impaired. As such, the Company recorded an impairment charge of the unguaranteed residual value of $0.6 million during the year ended December 31, 2017.
The Company’s direct financing leases have expiration dates ranging from approximately 14 to 16 years. Future minimum rentals receivable on these direct financing leases at June 30, 2018 are as follows (in thousands):
|
| | | |
| | Amount |
| Year: | |
| 2018 | $ | 3,184 |
|
| 2019 | 6,490 |
|
| 2020 | 6,685 |
|
| 2021 | 6,885 |
|
| 2022 | 7,092 |
|
| Thereafter | 78,958 |
|
| Total | $ | 109,294 |
|
Subsequent to June 30, 2018, the Company completed the sale of four public charter school properties leased to Imagine, located in Arizona, Ohio and Washington D.CD.C. for net proceeds of $43.4 million. In connection with this sale,Accordingly, the Company expects to recognize areduced its investment in direct financing leases, net, by $37.9 million, which included $31.6 million in original acquisition costs. A gain on sale of $5.5 million was recognized during the third quarter ofyear ended December 31, 2018.
The Company’s direct financing leases have expiration dates ranging from approximately 12 to 13 years. Future minimum rentals receivable on these direct financing leases at June 30, 2019 are as follows (in thousands):
|
| | | |
| | Amount |
| Year: | |
| 2019 | $ | 1,143 |
|
| 2020 | 2,333 |
|
| 2021 | 2,403 |
|
| 2022 | 2,475 |
|
| 2023 | 2,550 |
|
| Thereafter | 24,326 |
|
| Total | $ | 35,230 |
|
8. Debt and7. Capital Markets
On January 2,June 3, 2019, the Company filed a shelf registration statement with the SEC, which is effective for a term of three years. The securities covered by this registration statement include common shares, preferred shares, debt securities, depositary shares, warrants, and units. The Company may periodically offer one of more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Additionally, on June 3, 2019, the Company filed a shelf registration statement with the SEC, which is effective for a term of three years, for its Dividend Reinvestment and Direct Share Purchase Plan (DSPP) which permits the issuance of up to 15,000,000 common shares.
During the six months ended June 30, 2019, the Company issued an aggregate of 3,098,130 common shares under its DSPP for net proceeds of $236.6 million.
8. Unconsolidated Real Estate Joint Ventures
As of June 30, 2019, the Company had a 65% investment interest in two unconsolidated real estate joint ventures related to two recreation anchored lodging properties located in St. Petersburg Beach, Florida. The Company's partner, Gencom and its affiliates, own the remaining 35% interest in the joint venture. There are two separate joint ventures, one that holds the investment in the real estate of the recreation anchored lodging properties and the other that holds lodging operations, which are facilitated by a management agreement with an eligible independent contractor. The Company's investment in the operating entity is held in a taxable REIT subsidiary (TRS). The Company accounts for its investment in these joint ventures under the equity method of accounting. As of June 30, 2019 and December 31, 2018, the Company had invested $30.9 million and $29.5 million, respectively, in these joint ventures.
As of June 30, 2019, the Company's investments in these joint ventures were considered to be variable interests and the underlying entities are VIEs. The Company is not the primary beneficiary of the VIEs as the Company does not individually have the power to direct the activities that are most important to the joint ventures and accordingly these investments are not consolidated. See Note 9 for further discussion on these VIEs.
The joint venture that holds the real property partially financed the purchase of the lodging properties with a short-term secured mortgage loan of $60.0 million with a maturity date of June 21, 2019. On March 28, 2019, the joint venture prepaid in full this mortgage loan and entered into a new secured mortgage note payable totaling $11.7 millionloan due April 1, 2022 with an initial balance of $61.2 million and a maximum availability of $85.0 million. The note can be extended for two additional one year periods upon the satisfaction of certain conditions. As of June 30, 2019, the joint venture had $61.2 million outstanding and total availability of $23.8 million to fund upcoming property renovations. Additionally, the Company has guaranteed the completion of the renovations in the amount of its pro-rata share of approximately $14.6 million. The mortgage loan bears interest at an annual rate equal to the greater of 6.00% or LIBOR plus 3.75%. Interest is payable monthly beginning on May 1, 2019 until the stated maturity date of April 1, 2022, which can be extended to April 1, 2023. Additionally, on March 28, 2019, the joint venture entered into an interest rate cap agreement to limit the variable portion of 6.19%, whichthe interest rate (LIBOR) on this note to 3.0% from March 28, 2019 to April 1, 2023.
The Company recognized income of $1.1 million and received no distributions during the six months ended June 30, 2019 related to the equity investments in these joint ventures. No income or loss was secured by one theatre property.recognized during the six months ended June 30, 2018 related to the equity investment in these joint ventures.
Additionally, on February 28,In addition, as of June 30, 2019 and December 31, 2018, the Company redeemed allhad invested $4.7 million and $4.9 million, respectively, in unconsolidated joint ventures for three theatre projects located in China. The Company recognized a loss of $106 thousand and $37 thousand and received distributions of $112 thousand and $567 thousand from its outstanding 7.75% Senior Notes due July 15, 2020. The notes were redeemed at a price equal to the principal amount of $250.0 million plus a premium calculated pursuant to the terms of the indenture of $28.6 million, together with accrued and unpaid interest up to, but not including the redemption date of $2.3 million. In connection with the redemption, the Company recorded a non-cash write off of $3.3 millioninvestment in deferred financing costs. The premium and non-cash write off were recognized as costs associated with loan refinancing or payoff in the accompanying consolidated statements of incomethese joint ventures for the six months ended June 30, 2018.2019 and 2018, respectively.
On April 16, 2018, the Company issued $400.0 million in aggregate principal amount of senior notes due April 15, 2028 pursuant to an underwritten public offering. The notes bear interest at an annual rate of 4.95%. Interest is payable on April 15 and October 15 of each year beginning on October 15, 2018 until the stated maturity date of April 15, 2028. The notes were issued at 98.883% of their face value and are unsecured. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets 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 the Company's total unencumbered assets such that they are not less than 150% of the Company’s outstanding unsecured debt. Net proceeds from the note offering were used to pay down the Company's unsecured revolving credit facility.
9. Variable Interest Entities
The Company’s variable interest in VIEs currently are in the form of equity ownership and loans provided by the Company to a VIE or other partner. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered in determining whether the Company is theThe primary beneficiary generally is defined as the party with the controlling financial interest. Consideration of various factors include, riskbut are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and reward sharing, experience and financial conditionits obligation to absorb losses from or right to receive benefits of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, and level of economic disproportionality between the Company andVIE that could potentially be significant to the other partner(s).VIE.
Consolidated VIEs
As of June 30, 2018,2019, the Company had invested approximately $30.0 million included in rental properties in the accompanying consolidated balance sheet for one real estate project which is a VIE. This entity does not have any other significant assets or liabilities at June 30, 2018 and was established to facilitate the development of a theatre project.investments in consolidated VIEs.
Unconsolidated VIE
At June 30, 2018,2019, the Company'sCompany had $193.9 million of recorded investmentinvestments in twomortgage notes receivable which were considered variable interests in unconsolidated VIEs totaled $180.4 million.VIEs. These mortgage notes receivable were secured by three waterparks and adjacent land and one public charter school. The Company's maximum exposure to loss associated with these VIEs is limited to the Company's outstanding mortgage notes and related accrued interest receivable of $180.4$193.9 million. TheseSubsequent to June 30, 2019, the Company received repayment in full from SVVI, LLC (Schlitterbahn Group) on three of these mortgage notes arereceivable with a balance totaling $189.7 million at June 30, 2019 and that were secured by three waterparks and adjacent land.
In addition, at June 30, 2019, the Company had $30.9 million of recorded investments in unconsolidated VIEs through joint ventures that own two recreation properties and one public charter school. anchored lodging properties. The Company accounts for these investments in joint ventures under the equity method of accounting. The Company's maximum exposure to loss at June 30, 2019, is its investment in the joint ventures of $30.9 million as well as the Company's guarantee of its pro-rata share of the estimated costs to complete renovations of approximately $14.6 million. See Note 8 for further discussion related to the Company's unconsolidated real estate joint ventures.
While these entities are VIEs, the Company has determined that the power to direct the activities of these VIEs that most significantly impact the VIEs' economic performance is not held by the Company.
10. Derivative Instruments
All derivatives are recognized at fair value in the consolidated balance sheets within the line items "Other assets" and "Accounts payable and accrued liabilities" as applicable. The Company's derivatives are subject to a master netting arrangementarrangements and the Company has elected not to offset its derivative position for purposes of balance sheet presentation and disclosure. The Company had derivative liabilities of $0.6 million and $0.1$4.7 million recorded in “Accounts"Accounts payable and accrued liabilities”liabilities" in the consolidated balance sheet at June 30, 2018 and2019. The Company had no derivative liabilities in the consolidated balance sheet at December 31, 2017, respectively.2018. The Company had derivative assets of $40.7$0.6 million and $25.8$10.6 million recorded in “Other assets” in the consolidated balance sheet at June 30, 20182019 and December 31, 2017,2018, respectively. The Company hadhas not posted or received collateral with its derivative counterparties as of June 30, 20182019 or December 31, 2017.2018. See Note 11 for disclosures relating to the fair value of the derivative instruments as of June 30, 20182019 and December 31, 2017.2018.
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions including the effect of changes in foreign currency exchange rates on foreign currency transactions and interest rates on its LIBOR based borrowings. The Company manages this risk by following established risk management policies and procedures including the use of derivatives. The Company’s objective in using derivatives is to add stability to reported earnings and to manage its exposure to foreign exchange and interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps, cross-currency swaps and foreign currency forwards.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements on its LIBOR based borrowings. To accomplish these objectives, the Company currently uses interest rate swaps as its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt or payment of variable-rate amounts from a counterparty which results in the Company recording net interest expense that is fixed over the life of the agreements without exchange of the underlying notional amount.
As of June 30, 2018,2019, the Company had two interest rate swap agreements to fix the interest rate at 2.64% on $300.0 million of borrowings under the unsecured term loan facility from July 6, 2017 to April 5, 2019. Additionally, as of June 30, 2018, the Company had three additional interest rate swap agreements to fix the interest rate at 3.15% on an additional $50.0 million of borrowings under the unsecured term loan facility from November 6, 2017 to April 5, 2019 and on $350.0 million of borrowings under theits unsecured term loan facility from April 6,5, 2019 to February 7, 2022. Additionally, during the quarter ended June 30, 2019, the Company entered into an interest rate swap agreement to fix the interest rate at 3.35% on the remaining $50.0 million of borrowings under its unsecured term loan facility from April 5, 2019 to February 7, 2022.
The change in the fair value of interest rate derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction. During the six months ended June 30, 20182019 and 2017,2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.
Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of June 30, 20182019, the Company estimates that during the twelve months ending June 30, 2019, $2.42020, $0.9 million will be reclassified from AOCI to a reduction of interest expense.
Cash Flow Hedges of Foreign Exchange Risk
The Company is exposed to foreign currency exchange risk against its functional currency, USD, on CAD denominated cash flow from its four Canadian properties. The Company uses cross currencycross-currency swaps and foreign currency forwards to mitigate its exposure to fluctuations in the USD-CAD exchange rate on its Canadiancash inflows associated with these properties. These foreign currency derivatives should hedge a significant portion of the Company's expected CAD denominated cash flow of the Canadian properties as their impact on the Company's cash flow when settled should move in the opposite direction of the exchange rates usedutilized to translate revenues and expenses of these properties.
As of June 30, 2018,2019, the Company had a USD-CAD cross-currency swaps with a fixed original notional value of $100.0 million CAD and $98.1 million USD. The net effect of these swaps is to lock in an exchange rate of $1.05 CAD per USD on approximately $13.5 million of annual CAD denominated cash flows on the properties through July 1, 2018.
Additionally, on August 30, 2017, the Company entered into a cross-currency swap that became effective July 1, 2018 with a fixed original notional value of $100.0 million CAD and $79.5 million USD. The net effect of this swap is to lock in an exchange rate of $1.26 CAD per USD on approximately $13.5 million of annual CAD denominated cash flows on the properties through June 2020. On June 29, 2019, the Company entered into two cross-currency swap agreements designated as net investment hedges and are described below.
The change in the fair value of foreign currency derivatives designated and that qualify as cash flow hedges of foreign exchange risk is recorded in AOCI and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.
As of June 30, 20182019, the Company estimates that during the twelve months ending June 30, 2019,2020, $0.4 million of gains will be reclassified from AOCI to other income.
Net Investment Hedges
As discussed above, theThe Company is exposed to fluctuations in foreignthe USD-CAD exchange ratesrate on its four Canadian properties.net investments in Canada. As such, the Company uses either currency forward agreements or cross-currency swaps to hedgemanage its exposure to changes in foreign exchange rates. Currency forward agreements involve fixing the USD-CAD exchange rate for deliveryrates on certain of a specified amountits foreign net investments.
As of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. In order to hedge the net investment in four of the Canadian properties, on June 13, 2013,30, 2019, the Company entered into a forward contracthad two fixed-to-fixed cross-currency swaps with a fixedtotal notional value of $100.0$200.0 million CAD CAD. These instruments became effective on July 1, 2018, mature on July 1, 2023 and $94.3 million USD with a July 2018 settlement. The exchange rate of this forward contract is approximately $1.06 CAD per USD. Additionally, on February 28, 2014, the Company entered into a forward contract with a fixed notional value of $100.0 million CAD and $88.1 million USD with a July 2018 settlement date. The exchange rate of this forward contract was approximately $1.13 CAD per USD.
On June 29, 2018, the Company de-designated these CAD to USD currency forward agreements in conjunction with entering into new agreements, described below, effectively terminating the currency forward agreements. These contracts were previously designated as net investment hedges. Subsequent to June 30, 2018, the Company received $30.8 million of cash in connection with the settlement of the CAD to USD currency forward agreements. The corresponding change in value of the forward contracts for the period from inception through settlement of $30.8 million will be reported in AOCI and will be reclassified into earnings upon a sale or complete or substantially complete liquidation of the Company's investment in its four Canadian properties.
Additionally, on June 29, 2018, the Company entered into two cross-currency swaps,are designated as net investment hedges that became effective July 1, 2018 with a total fixed notional valueon its Canadian net investments. The net effect of $200.0 million CAD and $151.6 million USD with a maturity date of July 1, 2023. Included in this net investment hedge the Company lockedis to lock in an exchange rate of $1.32 CAD per USD on approximately$200.0 million CAD of the Company's foreign net investments. The cross-currency swaps also have a monthly settlement feature locked in at an exchange rate of $1.32 CAD per USD on $4.5 million of additionalCAD annual CAD denominated cash flows, on the properties through July 1, 2023.net effect of which is an excluded component from the effectiveness testing of this hedge.
For qualifying foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives are reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company's accounting policy election. The earnings recognition of excluded components are presented in other income.
Below is a summary of the effect of derivative instruments on the consolidated statements of changes in equity and income for the three and six months ended June 30, 20182019 and 2017.
2018.
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Income for the Three and Six Months Ended June 30, 2018 and 2017 (Dollars in thousands) | |
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Income for the Three and Six Months Ended June 30, 2019 and 2018 (Dollars in thousands) | | Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Income for the Three and Six Months Ended June 30, 2019 and 2018 (Dollars in thousands) |
| | | Three Months Ended June 30, | | Six Months Ended June 30, | Three Months Ended June 30, | | Six Months Ended June 30, |
| Description | 2018 | | 2017 | | 2018 | | 2017 | 2019 | | 2018 | | 2019 | | 2018 |
| Cash Flow Hedges | | | | | | | | | | | | | | |
| Interest Rate Swaps | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in AOCI on Derivative | $ | 2,115 |
| | $ | (297 | ) | | $ | 6,893 |
| | $ | 207 |
| |
| Amount of Income (Expense) Reclassified from AOCI into Earnings (1) | 275 |
| | (913 | ) | | 262 |
| | (1,984 | ) | |
| Amount of (Loss) Gain Recognized in AOCI on Derivative | | $ | (5,413 | ) | | $ | 2,115 |
| | $ | (7,852 | ) | | $ | 6,893 |
|
| Amount of Income Reclassified from AOCI into Earnings (1) | | 403 |
| | 275 |
| | 1,178 |
| | 262 |
|
| Cross-Currency Swaps | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in AOCI on Derivative | 447 |
| | (209 | ) | | 1,062 |
| | (375 | ) | |
| Amount of (Loss) Gain Recognized in AOCI on Derivative | | (165 | ) | | 447 |
| | (476 | ) | | 1,062 |
|
| Amount of Income Reclassified from AOCI into Earnings (2) | 621 |
| | 697 |
| | 1,175 |
| | 1,359 |
| 157 |
| | 621 |
| | 291 |
| | 1,175 |
|
| | | | | | | | | | | | | | | |
| Net Investment Hedges | | | | | | | | | | | | | | |
| Cross-Currency Swaps | | | | | | | | | | | | | | |
| Amount of Loss Recognized in AOCI on Derivative | (591 | ) | | — |
| | (591 | ) | | — |
| (1,057 | ) | | (591 | ) | | (4,896 | ) | | (591 | ) |
| Amount of Income Reclassified from AOCI into Earnings | — |
| | — |
| | — |
| | — |
| |
| Amount of Income Recognized in Earnings (2) (3) | | 146 |
| | — |
| | 284 |
| | — |
|
| Currency Forward Agreements | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in AOCI on Derivative | 4,009 |
| | (3,166 | ) | | 8,555 |
| | (4,715 | ) | |
| Amount of Income Reclassified from AOCI into Earnings | — |
| | — |
| | — |
| | — |
| |
| Amount of Gain Recognized in AOCI on Derivative | | — |
| | 4,009 |
| | — |
| | 8,555 |
|
| Amount of Expense Reclassified from AOCI into Earnings (2) | | — |
| | — |
| | — |
| | — |
|
| | | | | | | | | | | | | | | |
| Total | | | | | | | | | | | | | | |
| Amount of Gain (Loss) Recognized in AOCI on Derivatives | $ | 5,980 |
| | $ | (3,672 | ) | | $ | 15,919 |
| | $ | (4,883 | ) | |
| Amount of Income (Expense) Reclassified from AOCI into Earnings | 896 |
| | (216 | ) | | 1,437 |
| | (625 | ) | |
| Amount of (Loss) Gain Recognized in AOCI on Derivatives | | $ | (6,635 | ) | | $ | 5,980 |
| | $ | (13,224 | ) | | $ | 15,919 |
|
| Amount of Income Reclassified from AOCI into Earnings | | 560 |
| | 896 |
| | 1,469 |
| | 1,437 |
|
| Amount of Income Recognized in Earnings | | 146 |
| | — |
| | 284 |
| | — |
|
| | | | | | | | | | | | | | | |
| Interest expense, net in accompanying consolidated statements of income | 34,079 |
| | 32,967 |
| | 68,416 |
| | 63,659 |
| $ | 36,278 |
| | $ | 34,079 |
| | $ | 70,104 |
| | $ | 68,416 |
|
| Other income in accompanying consolidated statements of income | 646 |
| | 1,304 |
| | 1,276 |
| | 1,996 |
| $ | 5,726 |
| | $ | 646 |
| | $ | 6,070 |
| | $ | 1,276 |
|
| |
| (1) | Included in "Interest expense, net" in the accompanying consolidated statements of income for the three and six months ended June 30, 20182019 and 2017.2018. |
| |
| (2) | Included in "Other income" in the accompanying consolidated statements of income for the three and six months ended June 30, 20182019 and 2017.2018. |
| |
| (3) | Amounts represent derivative gains excluded from the effectiveness testing. |
Credit-risk-related Contingent Features
The Company has agreements with each of its interest rate derivative counterparties that contain a provision where if the Company defaults on any of its obligations for borrowed money or credit in an amount exceeding $25.0 million for two of the agreements and $50.0 million for three of the agreements and such default is not waived or cured within a specified period of time, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its interest rate derivative obligations.
As of June 30, 2018,2019, the fair value of the Company's derivatives in a liability position related to these agreements was $0.6$4.7 million. If the Company breached any of the contractual provisions of these derivative contracts, it would be required to settle its obligations under the agreements at their termination value, after considering the right of offset of $0.6$4.3 million. As of June 30, 2018,2019, the Company had not posted any collateral related to these agreements and was not in breach of any provisions in these agreements.
11. Fair Value Disclosures
The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurement guidance. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurement guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Derivative Financial Instruments
The Company uses interest rate swaps, foreign currency forwards and cross-currency swaps to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the FASB's Fair Value Measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives also use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of June 30, 20182019, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives and therefore, classified its derivatives as Level 2 within the fair value reporting hierarchy.
The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 20182019 and December 31, 20172018 aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2018 and December 31, 2017 (Dollars in thousands) |
| | | | | | | | | | | | | | | |
| Description | Quoted Prices in Active Markets for Identical Assets (Level I) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Assets (Liabilities) Balance at end of period |
| June 30, 2018 | | | | | | | |
| Cross-Currency Swaps* | $ | — |
| | $ | 794 |
| | $ | — |
| | $ | 794 |
|
| Cross-Currency Swaps** | — |
| | (591 | ) | | — |
| | (591 | ) |
| Currency Forward Agreements* | $ | — |
| | $ | 30,791 |
| | $ | — |
| | $ | 30,791 |
|
| Interest Rate Swap Agreements* | $ | — |
| | $ | 9,127 |
| | $ | — |
| | $ | 9,127 |
|
| December 31, 2017 | | | | | | | |
| Cross-Currency Swaps* | $ | — |
| | $ | 1,041 |
| | $ | — |
| | $ | 1,041 |
|
| Cross-Currency Swaps** | $ | — |
| | $ | (134 | ) | | $ | — |
| | $ | (134 | ) |
| Currency Forward Agreements* | $ | — |
| | $ | 22,235 |
| | $ | — |
| | $ | 22,235 |
|
| Interest Rate Swap Agreements* | $ | — |
| | $ | 2,496 |
| | $ | — |
| | $ | 2,496 |
|
Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2019 and December 31, 2018 (Dollars in thousands) |
| | | | | | | | | | | | | | | |
| Description | Quoted Prices in Active Markets for Identical Assets (Level I) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Assets Balance at end of period |
| June 30, 2019 | | | | | | | |
| Cross-Currency Swaps* | $ | — |
| | $ | 614 |
| | $ | — |
| | $ | 614 |
|
| Interest Rate Swap Agreements** | $ | — |
| | $ | (4,686 | ) | | $ | — |
| | $ | (4,686 | ) |
| December 31, 2018 | | | | | | | |
| Cross-Currency Swaps* | $ | — |
| | $ | 6,278 |
| | $ | — |
| | $ | 6,278 |
|
| Interest Rate Swap Agreements* | $ | — |
| | $ | 4,344 |
| | $ | — |
| | $ | 4,344 |
|
*Included in "Other assets" in the accompanying consolidated balance sheets.
**Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.
Non-recurring Fair Value Measurements
The table below presents the Company's assets measured at fair value on a non-recurring basis during the six months ended June 30, 2018 aggregated by the level in the fair value hierarchy within which those measurements fall.
Assets Measured at Fair Value on a Non-Recurring Basis During the Six Months Ended June 30, 2018
(Dollars in thousands)
|
| | | | | | | | | | | | | | | |
| Description | Quoted Prices in
Active Markets
for Identical
Assets (Level I) | | Significant
Other
Observable
Inputs (Level 2) | | Significant
Unobservable
Inputs (Level 3) | | Balance at
end of period |
| | | | | | | | |
| June 30, 2018 | | | | | | | |
| Land held for development | $ | — |
| | $ | — |
| | $ | 9,805 |
| | $ | 9,805 |
|
As discussed further in Note 4, during the three months ended June 30, 2018, the Company recorded impairment charges totaling $16.5 million related to land held for development and property under development. Management estimated the fair values of these investments taking into account various factors including the independent appraisals, the shortened hold period and current market conditions. The Company determined, based on inputs, that its valuation of land held for development and property under development classified within Level 3 of the fair value hierarchy as many of the assumptions are not observable.
Fair Value of Financial Instruments
The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at June 30, 20182019 and December 31, 2017:2018:
Mortgage notes receivable and related accrued interest receivable:
The fair value of the Company’s mortgage notes and related accrued interest receivable is estimated by discounting the future cash flows of each instrument using current market rates. At June 30, 2018,2019, the Company had a carrying value of $641.4$550.1 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 8.67%8.68%. The fixed rate mortgage notes bear interest at rates of 7.00% to 11.43%11.61%. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of
7.50% to 11.50%10.00%, management estimates the fair value of the fixed rate mortgage notes receivable to be approximately $666.1$581.5 million with an estimated weighted average market rate of 9.37%8.63% at June 30, 2018.2019.
At December 31, 2017,2018, the Company had a carrying value of $970.7517.5 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 8.42%8.67%. The fixed rate mortgage notes bear interest at rates of 7.00% to 11.31%11.43%. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of 7.00%7.50% to 11.50%10.00%, management estimates the fair value of the fixed rate mortgage notes receivable to be $992.6544.6 million with an estimated weighted average market rate of 8.79%8.68% at December 31, 2017.2018.
Investment in direct financing leases, net:
At June 30, 20182019 and December 31, 2017,2018, the Company had an investment in direct financing leases with a carrying value of $58.3$20.7 million and $57.9$20.6 million, respectively, and with a weighted average effective interest rate of 11.98%12.04% for both periods. At June 30, 20182019 and December 31, 2017,2018, the investment in direct financing leases bearbears interest at effective rates of 11.90%11.93% to 12.38%. The carrying value of the investment in direct financing leases approximated the fair value at June 30, 20182019 and December 31, 2017.2018.
Derivative instruments:
Derivative instruments are carried at their fair value.
Debt instruments:
The fair value of the Company's debt is estimated by discounting the future cash flows of each instrument using current market rates. At June 30, 2019, the Company had a carrying value of $683.6 million in variable rate debt outstanding with a weighted average interest rate of approximately 3.25%. The carrying value of the variable rate debt outstanding approximated the fair value at June 30, 2019.
At December 31, 2018,, the Company had a carrying value of $455.0 million in variable rate debt outstanding with a weighted average interest rate of approximately 2.71%. The carrying value of the variable rate debt outstanding approximated the fair value at June 30, 2018.
At December 31, 2017, the Company had a carrying value of $635.0 million in variable rate debt outstanding with a weighted average interest rate of approximately 2.58%2.84%. The carrying value of the variable rate debt outstanding approximated the fair value at December 31, 2017.2018.
At June 30, 20182019 and December 31, 2017,2018, $400.0 million and $350.0 million, respectively, of the Company's variable rate debt, discussed above, had been effectively converted to a fixed rate through February 7, 2022 by interest rate swap agreements. See Note 10 for additional information related to the Company's interest rate swap agreements.
At June 30, 20182019, the Company had a carrying value of $2.57 billion in fixed rate long-term debt outstanding with a weighted average interest rate of approximately 4.86%. Discounting the future cash flows for fixed rate debt using June 30, 20182019 market rates of 3.11%3.14% to 5.26%4.56%, management estimates the fair value of the fixed rate debt to be approximately $2.55$2.70 billion with an estimated weighted average market rate of 4.85%3.76% at June 30, 20182019.
At December 31, 2017,2018, the Company had a carrying value of $2.43$2.57 billion in fixed rate long-term debt outstanding with an average weighted interest rate of approximately 5.15%4.86%. Discounting the future cash flows for fixed rate debt using December 31, 20172018 market rates of 2.49%3.48% to 4.56%4.99%, management estimates the fair value of the fixed rate debt to be approximately $2.53$2.57 billion with an estimated weighted average market rate of 4.04%4.69% at December 31, 2017.2018.
12. Earnings Per Share
The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three and six months ended June 30, 20182019 and 20172018 (amounts in thousands except per share information):
| | | | Three Months Ended June 30, 2018 | | Six Months Ended June 30, 2018 | Three Months Ended June 30, 2019 | | Six Months Ended June 30, 2019 |
| | Income (numerator) | | Shares (denominator) | | Per Share Amount | | Income
(numerator) | | Shares
(denominator) | | Per Share
Amount | Income (numerator) | | Shares (denominator) | | Per Share Amount | | Income
(numerator) | | Shares
(denominator) | | Per Share
Amount |
| Basic EPS: | | | | | | | | | | | | | | | | | | | | | | |
| Net income | $ | 91,581 |
| | | | | | $ | 121,119 |
| | | | | $ | 66,594 |
| | | | | | $ | 131,943 |
| | | | |
| Less: preferred dividend requirements | (6,036 | ) | | | | | | (12,072 | ) | | | | | (6,034 | ) | | | | | | (12,068 | ) | | | | |
| Net income available to common shareholders | $ | 85,545 |
| | 74,329 |
| | $ | 1.15 |
| | $ | 109,047 |
| | 74,238 |
| | $ | 1.47 |
| $ | 60,560 |
| | 76,164 |
| | $ | 0.80 |
| | $ | 119,875 |
| | 75,426 |
| | $ | 1.59 |
|
| Diluted EPS: | | | | | | | | | | | | | | | | | | | | | | |
| Net income available to common shareholders | $ | 85,545 |
| | 74,329 |
| | | | $ | 109,047 |
| | 74,238 |
| | | $ | 60,560 |
| | 76,164 |
| | | | $ | 119,875 |
| | 75,426 |
| | |
| Effect of dilutive securities: | | | | | | | | | | | | | | | | | | | | | | |
| Share options | — |
| | 36 |
| | | |
|
| | 35 |
| | | — |
| | 35 |
| | | | — |
| | 41 |
| | |
| Net income available to common shareholders | $ | 85,545 |
| | 74,365 |
| | $ | 1.15 |
| | $ | 109,047 |
| | 74,273 |
| | $ | 1.47 |
| $ | 60,560 |
| | 76,199 |
| | $ | 0.79 |
| | $ | 119,875 |
| | 75,467 |
| | $ | 1.59 |
|
|
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2018 | | Six Months Ended June 30, 2018 |
| | Income
(numerator) | | Shares
(denominator) | | Per Share
Amount | | Income
(numerator) | | Shares
(denominator) | | Per Share
Amount |
| Basic EPS: | | | | | | | | | | | |
| Net income | $ | 91,581 |
| | | | | | $ | 121,119 |
| | | | |
| Less: preferred dividend requirements | (6,036 | ) | | | | | | (12,072 | ) | | | | |
| Net income available to common shareholders | $ | 85,545 |
| | 74,329 |
| | $ | 1.15 |
| | $ | 109,047 |
| | 74,238 |
| | $ | 1.47 |
|
| Diluted EPS: | | | | | | | | | | | |
| Net income available to common shareholders | $ | 85,545 |
| | 74,329 |
| | | | $ | 109,047 |
| | 74,238 |
| | |
| Effect of dilutive securities: | | | | | | | | | | | |
| Share options | — |
| | 36 |
| | | | — |
| | 35 |
| | |
| Net income available to common shareholders | $ | 85,545 |
| | 74,365 |
| | $ | 1.15 |
| | $ | 109,047 |
| | 74,273 |
| | $ | 1.47 |
|
|
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2017 | | Six Months Ended June 30, 2017 |
| | Income
(numerator) | | Shares
(denominator) | | Per Share
Amount | | Income
(numerator) | | Shares
(denominator) | | Per Share
Amount |
| Basic EPS: | | | | | | | | | | | |
| Net income | $ | 80,535 |
| | | | | | $ | 134,451 |
| | | | |
| Less: preferred dividend requirements | (5,952 | ) | | | | | | (11,904 | ) | | | | |
| Net income available to common shareholders | $ | 74,583 |
| | 73,159 |
| | $ | 1.02 |
| | $ | 122,547 |
| | 68,621 |
| | $ | 1.79 |
|
| Diluted EPS: | | | | | | | | | | | |
| Net income available to common shareholders | $ | 74,583 |
| | 73,159 |
| | | | $ | 122,547 |
| | 68,621 |
| | |
| Effect of dilutive securities: | | | | | | | | | | | |
| Share options | — |
| | 66 |
| | | | — |
| | 68 |
| | |
| Net income available to common shareholders | $ | 74,583 |
| | 73,225 |
| | $ | 1.02 |
| | $ | 122,547 |
| | 68,689 |
| | $ | 1.78 |
|
The additional 2.2 million and 2.1 million common shares that would result from the conversion of the Company’s 5.75% Series C cumulative convertible preferred shares for the three and six months ended June 30, 2019 and 2018, respectively, and the additional 1.6 million common shares that would result from the conversion of the Company’s 9.0% Series E cumulative convertible preferred shares for both the three and six months ended June 30, 2019 and 2018 and the corresponding add-back of the preferred dividends declared on those shares are not included in the calculation of diluted earnings per share for the three and six months ended June 30, 2018 and 2017, respectively, because the effect is anti-dilutive.
The dilutive effect of potential common shares from the exercise of share options is included in diluted earnings per share for the three and six months ended June 30, 20182019 and 2017.2018. However, options to purchase 864 thousand and 586 thousand common shares at per share prices ranging from $56.94$73.84 to $76.63 and ranging from $61.79$56.94 to $76.63 were outstanding for the three and six months ended June 30, 20182019 and 2017,2018, respectively, but were not included in the computation of diluted earnings per share because they were anti-dilutive.
13. Equity Incentive Plan
All grants of common shares and options to purchase common shares were issued under the Company's 2007 Equity Incentive Plan prior to May 12, 2016 and under the 2016 Equity Incentive Plan on and after May 12, 2016. Under the 2016 Equity Incentive Plan, an aggregate of 1,950,000 common shares, options to purchase common shares and restricted share units, subject to adjustment in the event of certain capital events, may be granted. At June 30, 2018,2019, there were 1,309,2711,091,880 shares available for grant under the 2016 Equity Incentive Plan.
Share Options
Share options granted under the 2007 Equity Incentive Plan and the 2016 Equity Incentive Plan have exercise prices equal to the fair market value of a common share at the date of grant. The options may be granted for any reasonable term, not to exceed 10 years, and for employees typically become exercisable at a rate of 25% per year over a four-yearfour year period. The Company generally issues new common shares upon option exercise. A summary of the Company’s share option activity and related information is as follows:
|
| | | | | | | | | | | | | | | | | |
| | Number of options | | Option price per share | | Weighted avg. exercise price |
| Outstanding at December 31, 2018 | 234,875 |
| | $ | 19.02 |
| | — |
| | $ | 76.63 |
| | $ | 51.98 |
|
| Exercised | (117,013 | ) | | 19.02 |
| | — |
| | 61.79 |
| | 48.59 |
|
| Granted | 1,941 |
| | 73.84 |
| | — |
| | 73.84 |
| | 73.84 |
|
| Outstanding at June 30, 2019 | 119,803 |
| | $ | 44.62 |
| | — |
| | $ | 76.63 |
| | $ | 55.65 |
|
|
| | | | | | | | | | | | | | | | | |
| | Number of options | | Option price per share | | Weighted avg. exercise price |
| Outstanding at December 31, 2017 | 257,606 |
| | $ | 19.02 |
| | — |
| | $ | 76.63 |
| | $ | 51.81 |
|
| Exercised | (5,742 | ) | | 45.20 |
| | — |
| | 61.79 |
| | 52.42 |
|
| Granted | 3,835 |
| | 56.94 |
| | — |
| | 56.94 |
| | 56.94 |
|
| Forfeited/Expired | (205 | ) | | 51.64 |
| | — |
| | 61.79 |
| | 59.02 |
|
| Outstanding at June 30, 2018 | 255,494 |
| | $ | 19.02 |
| | — |
| | $ | 76.63 |
| | $ | 51.87 |
|
The weighted average fair value of options granted was $3.03$4.64 and $7.91$3.03 during the six months ended June 30, 20182019 and 2017,2018, respectively. The intrinsic value of share options exercised was $0.1$2.7 million and $0.5$0.1 million for the six
months ended June 30, 20182019 and 2017,2018, respectively. At June 30, 2018,2019, share-option expense to be recognized in future periods was $0.2 million.$21 thousand.
The expense related to share options included in the determination of net income for the six months ended June 30, 2019 and 2018 was $5 thousand and 2017 was $0.1 million and $0.4 million, respectively. The following assumptions were used in applying the Black-Scholes option pricing model at the grant dates for the six months ended June 30, 2018:2019: risk-free interest rate of 2.7%2.4%, dividend yield of 7.6%6.7%, volatility factors in the expected market price of the Company’s common shares of 18.9%19.1%, 0.74%0.75% expected forfeiture rate and an expected life of approximately six years. The Company uses historical data to estimate the expected life of the option and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Additionally, expected volatility is computed based on the average historical volatility of the Company’s publicly traded shares.
The following table summarizes outstanding options at June 30, 20182019:
|
| | | | | | | | | | | | | |
| Exercise price range | | Options outstanding | | Weighted avg. life remaining | | Weighted avg. exercise price | | Aggregate intrinsic value (in thousands) |
| $ 44.62 - 49.99 | | 31,673 |
| | 2.6 | | | | |
| 50.00 - 59.99 | | 32,268 |
| | 5.0 | | | | |
| 60.00 - 69.99 | | 51,706 |
| | 5.6 | | | | |
| 70.00 - 76.63 | | 4,156 |
| | 8.6 | | | | |
| | | 119,803 |
| | 4.8 | | $ | 55.65 |
| | $ | 2,274 |
|
|
| | | | | | | | | | | | | | |
| Exercise price range | | Options outstanding | | Weighted avg. life remaining | | Weighted avg. exercise price | | Aggregate intrinsic value (in thousands) |
| $ 19.02 - 19.99 | | 11,097 |
| | 0.9 |
| | | | |
| 20.00 - 29.99 | | — |
| | — |
| | | | |
| 30.00 - 39.99 | | 1,428 |
| | 1.5 |
| | | | |
| 40.00 - 49.99 | | 84,509 |
| | 3.6 |
| | | | |
| 50.00 - 59.99 | | 76,474 |
| | 5.7 |
| | | | |
| 60.00 - 69.99 | | 79,771 |
| | 6.6 |
| | | | |
| 70.00 - 76.63 | | 2,215 |
| | 8.7 |
| | | | |
| | | 255,494 |
| | 5.1 |
| | $ | 51.87 |
| | $ | 3,328 |
|
The following table summarizes exercisable options at June 30, 20182019:
|
| | | | | | | | | | | | | |
| Exercise price range | | Options outstanding | | Weighted avg. life remaining | | Weighted avg. exercise price | | Aggregate intrinsic value (in thousands) |
| $ 44.62 - 49.99 | | 31,673 |
| | 2.6 | | | | |
| 50.00 - 59.99 | | 29,392 |
| | 4.6 | | | | |
| 60.00 - 69.99 | | 51,706 |
| | 5.6 | | | | |
| 70.00 - 76.63 | | 1,108 |
| | 7.7 | | | | |
| | | 113,879 |
| | 4.5 | | $ | 55.10 |
| | $ | 2,221 |
|
|
| | | | | | | | | | | | | | |
| Exercise price range | | Options outstanding | | Weighted avg. life remaining | | Weighted avg. exercise price | | Aggregate intrinsic value (in thousands) |
| $ 19.02 - 19.99 | | 11,097 |
| | 0.9 |
| | | | |
| 20.00 - 29.99 | | — |
| | — |
| | | | |
| 30.00 - 39.99 | | 1,428 |
| | 1.5 |
| | | | |
| 40.00 - 49.99 | | 84,509 |
| | 3.6 |
| | | | |
| 50.00 - 59.99 | | 72,639 |
| | 5.5 |
| | | | |
| 60.00 - 69.99 | | 58,593 |
| | 6.6 |
| | | | |
| 70.00 - 76.63 | | 554 |
| | 8.7 |
| | | | |
| | | 228,820 |
| | 4.8 |
| | $ | 50.68 |
| | $ | 3,234 |
|
Nonvested Shares
A summary of the Company’s nonvested share activity and related information is as follows:
|
| | | | | | | | |
| | Number of shares | | Weighted avg. grant date fair value | | Weighted avg. life remaining |
| Outstanding at December 31, 2018 | 655,056 |
| | $ | 64.16 |
| | |
| Granted | 208,755 |
| | 74.13 |
| | |
| Vested | (337,910 | ) | | 64.61 |
| | |
| Forfeited | (8,328 | ) | | 66.38 |
| | |
| Outstanding at June 30, 2019 | 517,573 |
| | $ | 67.86 |
| | 1.36 |
|
| | | | | | | | |
| | Number of shares | | Weighted avg. grant date fair value | | Weighted avg. life remaining |
| Outstanding at December 31, 2017 | 620,122 |
| | $ | 68.07 |
| | |
| Granted | 295,202 |
| | 56.94 |
| | |
| Vested | (244,852 | ) | | 65.33 |
| | |
| Forfeited | (38 | ) | | 56.94 |
| | |
| Outstanding at June 30, 2018 | 670,434 |
| | $ | 64.17 |
| | 1.40 |
The holders of nonvested shares have voting rights and receive dividends from the date of grant. These shares vest ratably over a period of three to four years. The fair value of the nonvested shares that vested was $16.0$22.1 million (including $4.3 million related to the severance of the Company's former Senior Vice President and $15.0Chief Investment Officer as well as other employees) and $16.0 million for the six months ended June 30, 20182019 and 2017,2018, respectively. At June 30, 2018,2019, unamortized share-based compensation expense related to nonvested shares was $27.1$21.5 million.
Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
|
| | | | | | | | |
| | Number of shares | | Weighted avg. grant date fair value | | Weighted avg. life remaining |
| Outstanding at December 31, 2018 | 23,571 |
| | $ | 61.25 |
| | |
| Granted | 27,392 |
| | 77.19 |
| | |
| Vested | (24,727 | ) | | 61.62 |
| | |
| Outstanding at June 30, 2019 | 26,236 |
| | $ | 77.54 |
| | 0.92 |
|
| | | | | | | | |
| | Number of shares | | Weighted avg. grant date fair value | | Weighted avg. life remaining |
| Outstanding at December 31, 2017 | 19,030 |
| | $ | 70.91 |
| | |
| Granted | 23,571 |
| | 61.25 |
| | |
| Vested | (19,030 | ) | | 70.91 |
| | |
| Outstanding at June 30, 2018 | 23,571 |
| | $ | 61.25 |
| | 0.92 |
The holders of restricted share units receive dividend equivalents from the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. At June 30, 2018,2019, unamortized share-based compensation expense related to restricted share units was $1.3$1.9 million.
14. Other Commitments and Contingencies
As of June 30, 2018,2019, the Company had an aggregate of approximately $110.8$72.6 million of commitments to fund development projects including 12nine entertainment development projects for which it had commitments to fund approximately $24.7$36.2 million, fivethree recreation development projects for which it had commitments to fund approximately $52.2$24.9 million and sevenfour education development projects for which it had commitments to fund approximately $33.9$11.5 million. Development costs are advanced by the Company in periodic draws. If the Company determines that construction is not being completed in accordance with the terms of the development agreement, it can discontinue funding construction draws. The Company has agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
Additionally as of June 30, 2018, the Company had a commitment to fund approximately $201.2 million, of which $86.1 million had been funded, to complete an indoor waterpark hotel and adventure park at its casino and resort project in Sullivan County, New York. The Company is also responsible for the construction of the casino and resort project common infrastructure. In June 2016, the Sullivan County Infrastructure Local Development Corporation issued $110.0 million of Series 2016 Revenue Bonds which is expected to fund a substantial portion of such construction costs. The Company received reimbursements of $43.4 million and $23.9 million of construction costs during the years ended December 31, 2016 and 2017, respectively. During the six months ended June 30, 2018, the Company received an additional reimbursement of $6.9 million. Construction of infrastructure improvements is currently expected to be completed in the remainder of 2018.
The Company has certain commitments related to its mortgage notenotes and notes receivable investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of its direct control. As of June 30, 2018,2019, the Company had fivethree mortgage notes and notes receivable with commitments totaling approximately $18.6$3.0 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
TheAt December 31, 2018, the Company has providedhad $5.3 million in other assets and $16.1 million in other liabilities related to the Company's payment guarantees of two economic development revenue bonds. During the paymentsix months ended June 30, 2019, the Company prepaid in full one of certainthe two economic development revenue bonds totaling $24.7$6.2 million and the other liability of the same amount related to the Company's obligation to stand ready to perform under the terms of the guarantee was extinguished. Additionally, during the six months ended June 30, 2019, the Company exercised its collateral assignment rights under its Guaranty Fee Agreement and assumed the remaining economic development revenue bond totaling $18.6 million with a maturity date of December 22, 2047 and an interest rate of LIBOR plus 150 basis points which was 3.94% at June 30, 2019. The Company took ownership of and recorded the leasehold interest and improvements for the theatre in Louisiana that secures the bond at fair value which approximated $14.0 million at June 30, 2019. The other asset of $5.3 million and other liability of $9.9 million related to two theatres in Louisiana for which the Company earns a fee at an annual rate of 4.00% overCompany's obligation to stand ready to perform under the 30-year terms of the related bonds. The Company recorded $13.3 million as a deferred asset included in other assets and $13.3 million included in other liabilities in the accompanying consolidated balance sheet as of guarantee were extinguished. No gain or loss was recognized on these transactions. At June 30, 2018 related to these guarantees. No amounts have been accrued as a loss contingency related to these guarantees because payment by2019, the Company isdoes not probable.have any remaining guarantee assets or liabilities.
In connection with construction of its development projects and related infrastructure, certain public agencies require posting of surety bonds to guarantee that the Company's obligations are satisfied. These bonds expire upon the completion of the improvements or infrastructure. As of June 30, 2018,2019, the Company had sixfour surety bonds outstanding totaling $22.8$50.7 million. Subsequent to June 30, 2019, one of the surety bonds totaling $20.3 million was released.
Resort Project in Sullivan County, New YorkEarly Childhood Education Tenant
Prior proposed casino and resort developers Concord Associates, L.P., Concord Resort, LLC and Concord Kiamesha LLC, which are affiliates of Louis Cappelli and from whom the Company acquired the Resorts World Catskills resort property (the Cappelli Group), commenced litigation against the Company beginning in 2011 regarding matters relating to the acquisition of that property and the Company's relationship with the Empire Resorts, Inc. and certain of its subsidiaries. This litigation involved three separate cases filed in state and federal court. Two of the cases, a state and the federal case, were previously closed and resulted in no liability by the Company.
The remaining case was filed on October 20, 2011 by the Cappelli Group againstSince 2017, the Company and twoChildren’s Learning Adventure USA, LLC (CLA) have been involved in lengthy negotiations and legal proceedings regarding a restructuring of its affiliates inCLA and the Supreme Courtultimate disposition of the Stateproperties owned by the Company and leased to CLA. As a result of New York, Countythose negotiations, the Company and CLA have undertaken a process that provides for the continuation of Westchester (the Westchester Action), asserting a claim for breach of contractthe lease to CLA and the implied covenanttransfer of good faith,the properties one at a time to Crème de la Crème (Crème) as it receives the necessary licenses and seeking damages of at least $800 million, based on allegations that the Company had breached a casino development agreement, dated June 18, 2010. On June 29, 2018,permits for each property. In February 2019, the Company entered into a settlement agreementnew leases with Crème on all of the 21 operating CLA properties owned by the Company. These leases are contingent upon the Company delivering possession of the properties to Crème and include different financial terms based on whether or not CLA delivers to Crème the assets associated with the Cappelli Group whereby eachin-place operations of the parties fully settled all disputes between and among them.school. The leases with Crème have 20 year terms that commence upon Crème beginning operations of the settlement agreement include, among other terms,schools. Additionally, both the Company’s payment of $2.0 million toCompany and Crème have early termination rights based on school level economic performance. During the Cappelli Group, the mutual release of all parties, and the dismissalthree months ended June 30, 2019, CLA transferred four of the Westchester
Action with prejudice. Additionally,properties to Crème. Consideration provided by the Company for such transfers during the three months ended June 30, 2018,2019 included the Company paid approximately $90 thousand in professional fees associated with the settlement.
Early Childhood Education Tenant
During 2017, cash flowrelease of CLA was negatively impacted by challenges brought on by its rapid expansion and related ramp up to stabilization and by adverse weather conditions in Texas during the third quarter of 2017. As a result, CLA initiated negotiations with the Company and other landlords regarding a potential restructuring. However, CLA did not secure the investments necessary to accomplish the restructuring. As a result, the Company sent CLA notices of lease termination on October 12, 2017 for the following CLA properties: (i) Broomfield, Colorado, (ii) Ashburn, Virginia, (iii) West Chester, Ohio, (iv) Chanhassen, Minnesota, (v) Ellisville, Missouri, (vi) Farm Road-Las Vegas, Nevada, (vii) Fishers, Indiana, (viii) Tredyffrin, Pennsylvania, and (ix) Westerville, Ohio.
On December 18, 2017, ten subsidiaries of CLA Parent filed separate voluntary petitions for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the District of Arizona (Jointly Administered under Case No. 2:17-bk-14851-BMW). The CLA Debtors consist of CLA Properties SPE, LLC, CLA Maple Grove, LLC, CLA Carmel, LLC, CLA West Chester, LLC, CLA One Loudoun, LLC, LLC, CLA Fishers, LLC, CLA Chanhassen, LLC, CLA Ellisville, LLC, CLA Farm, LLC, and CLA Westerville, LLC. CLA Parent has not filed a petition for bankruptcy. The CLA Debtors include each of the Company's direct or indirect tenants on 24 out of the Company's 25 CLA properties, including 21 operating properties, two partially completed properties and one unimproved land parcel. The only CLA tenant unaffected by the bankruptcy is CLA King of Prussia, LLC, which is the CLA tenant entity for an unimproved land parcel located in Tredyffrin, Pennsylvania. It is the Company's understanding that the CLA Debtors filed bankruptcy petitions to stay the termination of the remaining CLA leases and delay the eviction process.
On January 8, 2018, the Company filed with the Court (i) motions seekingpast due rent for the post-petition period beginning on December 18, 2017, and (ii) motions seeking relief from the automatic stay seeking the right to terminate the remaining leases and evict the CLA Debtors from the properties. On March 14, 2018, the CLA Parties and the Company entered into a Stipulation providing that (a) the CLA Parties will pay monthly rent for the months of March, April, May, June and July in the amounts of $750 thousand, $750 thousand, $750 thousand, $1.0 million and $1.0 million, respectively, (b) resolution of restructuring of the leases between the Company and the CLA Parties will be concluded no later than July 31, 2018 (the Forbearance Period), (c) relief from stay is granted with respect to the Company’s properties as needed to implement the Stipulation, (d) the parties will not commence or prosecute litigation against any other party during the Forbearance Period, and (e) the deadline for any motion by the CLA Debtors to assume or reject the leases under the U.S. Bankruptcy Code was extended to July 31, 2018. On May 7, 2018, the Court entered an order approving the Stipulation. The CLA Parties have made all of the required rent payments since entering into the Stipulation.
In July 2018, the Company entered into a new lease agreement with CLAobligations related to the 21 operatingtransferred properties, previously fully reserved by the Company. Additional consideration was paid of approximately $2.4 million which replaces the prior lease arrangements and provides for a one-month term for rent ofincludes approximately $1.0 million expiringfor equipment used in the operations of these schools recorded in notes receivable and due from Crème, and $1.4 million recognized in transaction costs. Subsequent to June 30, 2019, three additional properties were transferred to Crème.
CLA continues to cooperate with Crème by providing access to facilities, staff and information. With this assistance, Crème has made substantial progress with its license applications and preparations to begin operating the remaining schools. This process must be undertaken on August 31, 2018. The Company may agreea state-by-state basis and is expected to extend this lease, in its sole discretion, ifbe substantially complete before the Company believes CLA is making adequate progress towards a satisfactory restructuring. Ifend of 2019. There can be no assurance that Crème will timely obtain necessary licenses and permits, and therefore there can be no assurance as to the new lease is not extended, CLA will be required to expeditiously vacate these properties, in which caseoutcome of the Company intends to leasecontemplated transaction or whether some or all of the 21 schoolsremaining properties will be transferred to other operators.Crème with in-place operations. In addition, there can be no assurance that CLA also agreedwill continue to relinquish controlcooperate with Crème and provide access to personnel and information needed to acquire the operations of the four properties that were still under development as the Company no longer intends to develop these properties for CLA.
CLA continues to negotiate with third parties regarding a restructuring that would permit CLA to continue operation of the CLA properties. In addition,If the Company is actively pursuing other alternatives for theseunable to transfer the properties including replacement tenantsto Crème with in-place operations, the Company intends to take possession of the properties and operators. There cantransfer them without operations. If some or all of the schools are not transferred to Crème with in-place operations, there will be no assurances as to the ultimate outcome ofa delay in re-opening such actions or the Company's pursuit of its legal remedies with respect to the CLA properties.schools and a corresponding reduction in near term rents from Crème.
15. Segment Information
The Company groups investments into four reportable operating segments: Entertainment, Recreation, Education and Other. The financial information summarized below is presented by reportable operating segment:segment (in thousands):
| | Balance Sheet Data: | | | | As of June 30, 2018 | | As of June 30, 2019 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Total Assets | | $ | 2,376,492 |
| $ | 2,050,032 |
| $ | 1,420,034 |
| $ | 201,976 |
| $ | 55,690 |
| $ | 6,104,224 |
| | $ | 2,838,006 |
| $ | 2,361,764 |
| $ | 1,322,527 |
| $ | 198,239 |
| $ | 26,119 |
| $ | 6,746,655 |
|
| | | | | |
| | | As of December 31, 2017 | | As of December 31, 2018 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Total Assets | | $ | 2,380,129 |
| $ | 2,102,041 |
| $ | 1,429,992 |
| $ | 199,052 |
| $ | 80,279 |
| $ | 6,191,493 |
| | $ | 2,344,855 |
| $ | 2,187,808 |
| $ | 1,366,278 |
| $ | 207,724 |
| $ | 24,725 |
| $ | 6,131,390 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Operating Data: | | | | | | | |
| | | Three Months Ended June 30, 2019 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Rental revenue | | $ | 83,718 |
| $ | 42,886 |
| $ | 28,059 |
| $ | 2,667 |
| $ | — |
| $ | 157,330 |
|
| Other income | | 1,575 |
| 3,848 |
| — |
| — |
| 303 |
| 5,726 |
|
| Mortgage and other financing income | | 107 |
| 8,654 |
| 3,881 |
| — |
| — |
| 12,642 |
|
| Total revenue | | 85,400 |
| 55,388 |
| 31,940 |
| 2,667 |
| 303 |
| 175,698 |
|
| | | | | | | | |
| Property operating expense | | 9,871 |
| 2,729 |
| 1,056 |
| 888 |
| 227 |
| 14,771 |
|
| Other expense | | 1,029 |
| 7,062 |
| — |
| — |
| — |
| 8,091 |
|
| Total investment expenses | | 10,900 |
| 9,791 |
| 1,056 |
| 888 |
| 227 |
| 22,862 |
|
| Net operating income - before unallocated items | | 74,500 |
| 45,597 |
| 30,884 |
| 1,779 |
| 76 |
| 152,836 |
|
| | | | | | | | |
| Reconciliation to Consolidated Statements of Income: | | | | |
| General and administrative expense | | | | | (12,230 | ) |
| Interest expense, net | | | | | | | (36,278 | ) |
| Transaction costs | | | | | | | (6,923 | ) |
| Depreciation and amortization | | | | (42,355 | ) |
| Equity in income from joint ventures | | | | | 470 |
|
| Gain on sale of real estate | | | | 9,774 |
|
| Income tax benefit | | | | 1,300 |
|
| Net income | | | | 66,594 |
|
| Preferred dividend requirements | | | | (6,034 | ) |
| Net income available to common shareholders of EPR Properties | $ | 60,560 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Operating Data: | | | | | | | |
| | | Three Months Ended June 30, 2018 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Rental revenue | | $ | 74,640 |
| $ | 34,443 |
| $ | 25,649 |
| $ | 2,287 |
| $ | — |
| $ | 137,019 |
|
| Other income | | 4 |
| — |
| — |
| — |
| 642 |
| 646 |
|
| Mortgage and other financing income | | 2,100 |
| 57,540 |
| 5,562 |
| — |
| — |
| 65,202 |
|
| Total revenue | | 76,744 |
| 91,983 |
| 31,211 |
| 2,287 |
| 642 |
| 202,867 |
|
| | | | | | | | |
| Property operating expense | | 5,816 |
| 24 |
| 644 |
| 689 |
| 161 |
| 7,334 |
|
| Total investment expenses | | 5,816 |
| 24 |
| 644 |
| 689 |
| 161 |
| 7,334 |
|
| Net operating income - before unallocated items | | 70,928 |
| 91,959 |
| 30,567 |
| 1,598 |
| 481 |
| 195,533 |
|
| | | | | | | | |
| Reconciliation to Consolidated Statements of Income: | | | | |
| General and administrative expense | | | | | (12,976 | ) |
| Litigation settlement expense | | | | (2,090 | ) |
| Costs associated with loan refinancing or payoff | | | | (15 | ) |
| Interest expense, net | | | | | | | (34,079 | ) |
| Transaction costs | | | | | | | (405 | ) |
| Impairment charges | | | | | | | (16,548 | ) |
| Depreciation and amortization | | | | | (37,582 | ) |
| Equity in loss from joint ventures | | | | (88 | ) |
| Gain on sale of real estate | | | | 473 |
|
| Income tax expense | | | | | | | (642 | ) |
| Net income | | | | 91,581 |
|
| Preferred dividend requirements | | | (6,036 | ) |
| Net income available to common shareholders of EPR Properties | $ | 85,545 |
|
| | | Operating Data: | | | | |
| | | Three Months Ended June 30, 2017 | | Six Months Ended June 30, 2019 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Rental revenue | | $ | 69,403 |
| $ | 29,384 |
| $ | 22,333 |
| $ | 2,290 |
| $ | — |
| $ | 123,410 |
| | $ | 164,231 |
| $ | 83,415 |
| $ | 54,766 |
| $ | 5,641 |
| $ | — |
| $ | 308,053 |
|
| Other income | | 606 |
| — |
| 1 |
| — |
| 697 |
| 1,304 |
| | 1,585 |
| 3,909 |
| — |
| — |
| 576 |
| 6,070 |
|
| Mortgage and other financing income | | 1,096 |
| 13,104 |
| 8,868 |
| — |
| — |
| 23,068 |
| | 163 |
| 17,966 |
| 7,988 |
| — |
| — |
| 26,117 |
|
| Total revenue | | 71,105 |
| 42,488 |
| 31,202 |
| 2,290 |
| 697 |
| 147,782 |
| | 165,979 |
| 105,290 |
| 62,754 |
| 5,641 |
| 576 |
| 340,240 |
|
| | | | | |
| Property operating expense | | 5,545 |
| 29 |
| 32 |
| 353 |
| 113 |
| 6,072 |
| | 20,496 |
| 5,463 |
| 2,168 |
| 1,977 |
| 460 |
| 30,564 |
|
| Other expense | | | 1,029 |
| 7,062 |
| — |
| — |
| — |
| 8,091 |
|
| Total investment expenses | | 5,545 |
| 29 |
| 32 |
| 353 |
| 113 |
| 6,072 |
| | 21,525 |
| 12,525 |
| 2,168 |
| 1,977 |
| 460 |
| 38,655 |
|
| Net operating income - before unallocated items | | 65,560 |
| 42,459 |
| 31,170 |
| 1,937 |
| 584 |
| 141,710 |
| | 144,454 |
| 92,765 |
| 60,586 |
| 3,664 |
| 116 |
| 301,585 |
|
| | | | | |
| Reconciliation to Consolidated Statements of Income: | Reconciliation to Consolidated Statements of Income: | | Reconciliation to Consolidated Statements of Income: | |
| General and administrative expense | General and administrative expense | | (10,660 | ) | General and administrative expense | | (24,360 | ) |
| Costs associated with loan refinancing or payoff | | (9 | ) | |
| Gain on early extinguishment of debt | | 977 |
| |
| Interest expense, net | | | (32,967 | ) | | | (70,104 | ) |
| Transaction costs | | | (218 | ) | | | (12,046 | ) |
| Impairment charges | | | (10,195 | ) | |
| Depreciation and amortization | Depreciation and amortization | | (33,148 | ) | Depreciation and amortization | | (82,098 | ) |
| Equity in income from joint ventures | Equity in income from joint ventures | | 59 |
| Equity in income from joint ventures | | 959 |
|
| Gain on sale of real estate | Gain on sale of real estate | | 25,461 |
| Gain on sale of real estate | | 16,102 |
|
| Income tax expense | | | (475 | ) | |
| Income tax benefit | | Income tax benefit | | 1,905 |
|
| Net income | Net income | | 80,535 |
| Net income | | 131,943 |
|
| Preferred dividend requirements | Preferred dividend requirements | | (5,952 | ) | Preferred dividend requirements | | (12,068 | ) |
| Net income available to common shareholders of EPR Properties | Net income available to common shareholders of EPR Properties | $ | 74,583 |
| Net income available to common shareholders of EPR Properties | $ | 119,875 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Operating Data: | | | | | | | |
| | | Six Months Ended June 30, 2018 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Rental revenue | | $ | 149,488 |
| $ | 67,875 |
| $ | 48,034 |
| $ | 4,546 |
| $ | — |
| $ | 269,943 |
|
| Other income | | 4 |
| 62 |
| — |
| — |
| 1,210 |
| 1,276 |
|
| Mortgage and other financing income | | 2,902 |
| 71,245 |
| 12,469 |
| — |
| — |
| 86,616 |
|
| Total revenue | | 152,394 |
| 139,182 |
| 60,503 |
| 4,546 |
| 1,210 |
| 357,835 |
|
| | | | | | | | |
| Property operating expense | | 12,045 |
| 57 |
| 1,473 |
| 1,003 |
| 320 |
| 14,898 |
|
| Total investment expenses | | 12,045 |
| 57 |
| 1,473 |
| 1,003 |
| 320 |
| 14,898 |
|
| Net operating income - before unallocated items | | 140,349 |
| 139,125 |
| 59,030 |
| 3,543 |
| 890 |
| 342,937 |
|
| | | | | | | | |
| Reconciliation to Consolidated Statements of Income: | | | | |
| General and administrative expense | | | | | (25,300 | ) |
| Litigation settlement expense | | | | | (2,090 | ) |
| Costs associated with loan refinancing or payoff | | | | (31,958 | ) |
| Interest expense, net | | | | | | | (68,416 | ) |
| Transaction costs | | | | | | | (1,014 | ) |
| Impairment charges | | | | | | | (16,548 | ) |
| Depreciation and amortization | | | | | (75,266 | ) |
| Equity in loss from joint ventures | | | | (37 | ) |
| Gain on sale of real estate | | | | 473 |
|
| Income tax expense | | | | | | | (1,662 | ) |
| Net income | | | | 121,119 |
|
| Preferred dividend requirements | | | (12,072 | ) |
| Net income available to common shareholders of EPR Properties | $ | 109,047 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Operating Data: | | | | | | | |
| | | Six Months Ended June 30, 2018 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Rental revenue | | $ | 149,488 |
| $ | 67,875 |
| $ | 48,034 |
| $ | 4,546 |
| $ | — |
| $ | 269,943 |
|
| Other income | | 4 |
| 62 |
| — |
| — |
| 1,210 |
| 1,276 |
|
| Mortgage and other financing income | | 2,902 |
| 71,245 |
| 12,469 |
| — |
| — |
| 86,616 |
|
| Total revenue | | 152,394 |
| 139,182 |
| 60,503 |
| 4,546 |
| 1,210 |
| 357,835 |
|
| | | | | | | | |
| Property operating expense | | 12,045 |
| 57 |
| 1,473 |
| 1,003 |
| 320 |
| 14,898 |
|
| Total investment expenses | | 12,045 |
| 57 |
| 1,473 |
| 1,003 |
| 320 |
| 14,898 |
|
| Net operating income - before unallocated items | | 140,349 |
| 139,125 |
| 59,030 |
| 3,543 |
| 890 |
| 342,937 |
|
| | | | | | | | |
| Reconciliation to Consolidated Statements of Income: | | | | |
| General and administrative expense | | | | | (25,300 | ) |
| Litigation settlement expense | | | | (2,090 | ) |
| Costs associated with loan refinancing or payoff | | | | (31,958 | ) |
| Interest expense, net | | | | | | | (68,416 | ) |
| Transaction costs | | | | | | | (1,014 | ) |
| Impairment charges | | | | (16,548 | ) |
| Depreciation and amortization | | | | (75,266 | ) |
| Equity in loss from joint ventures | | | | | (37 | ) |
| Gain on sale of real estate | | | | 473 |
|
| Income tax expense | | | | (1,662 | ) |
| Net income | | | | 121,119 |
|
| Preferred dividend requirements | | | | (12,072 | ) |
| Net income available to common shareholders of EPR Properties | $ | 109,047 |
|
16. Operating Leases
The Company’s real estate investments are leased under operating leases with remaining terms ranging from one year to 31 years. As described in Note 2, the Company adopted Topic 842 on January 1, 2019 and elected to not reassess its prior conclusions about lease classification. Accordingly, these lease arrangements continue to be classified as operating leases.
The following table summarizes the future minimum rentals on the Company's lessor and sub-lessor arrangements at June 30, 2019 and December 31, 2018 (in thousands):
|
| | | | | | | | | | | | | | | | | | | |
| Operating Data: | | | | | | | |
| | | Six Months Ended June 30, 2017 |
| | | Entertainment | Recreation | Education | Other | Corporate/Unallocated | Consolidated |
| Rental revenue | | $ | 138,243 |
| $ | 46,683 |
| $ | 44,690 |
| $ | 4,580 |
| $ | — |
| $ | 234,196 |
|
| Other income | | 612 |
| — |
| 1 |
| — |
| 1,383 |
| 1,996 |
|
| Mortgage and other financing income | | 2,275 |
| 21,010 |
| 17,417 |
| — |
| — |
| 40,702 |
|
| Total revenue | | 141,130 |
| 67,693 |
| 62,108 |
| 4,580 |
| 1,383 |
| 276,894 |
|
| | | | | | | | |
| Property operating expense | | 11,380 |
| 57 |
| 32 |
| 693 |
| 260 |
| 12,422 |
|
| Total investment expenses | | 11,380 |
| 57 |
| 32 |
| 693 |
| 260 |
| 12,422 |
|
| Net operating income - before unallocated items | | 129,750 |
| 67,636 |
| 62,076 |
| 3,887 |
| 1,123 |
| 264,472 |
|
| | | | | | | | |
| Reconciliation to Consolidated Statements of Income: | | | | |
| General and administrative expense | | | | | (21,717 | ) |
| Costs associated with loan refinancing or payoff | | | | (14 | ) |
| Gain on early extinguishment of debt | | | | 977 |
|
| Interest expense, net | | | | | | | (63,659 | ) |
| Transaction costs | | | | | | | (275 | ) |
| Impairment charges | | | | | | | (10,195 | ) |
| Depreciation and amortization | | | | | (61,225 | ) |
| Equity in income from joint ventures | | | | 51 |
|
| Gain on sale of real estate | | | | 27,465 |
|
| Income tax expense | | | | | | | (1,429 | ) |
| Net income | | | | 134,451 |
|
| Preferred dividend requirements | | | (11,904 | ) |
| Net income available to common shareholders of EPR Properties | $ | 122,547 |
|
|
| | | | | | | | | | | | | | | | |
| | | June 30, 2019 | | December 31, 2018 (2) |
| | | Operating leases | | Sub-lessor operating ground leases | | | | Operating leases |
| | | Amount (1) | | Amount (1) | | Total | | Amount (1) |
| Year: | | | | | | | | |
| 2019 | | $ | 279,551 |
| | $ | 11,631 |
| | $ | 291,182 |
| | $ | 520,139 |
|
| 2020 | | 548,065 |
| | 23,724 |
| | 571,789 |
| | 503,344 |
|
| 2021 | | 537,074 |
| | 24,120 |
| | 561,194 |
| | 492,165 |
|
| 2022 | | 522,442 |
| | 23,547 |
| | 545,989 |
| | 477,671 |
|
| 2023 | | 494,157 |
| | 22,887 |
| | 517,044 |
| | 449,686 |
|
| Thereafter | | 4,484,878 |
| | 252,113 |
| | 4,736,991 |
| | 3,953,717 |
|
| Total | | $ | 6,866,167 |
| | $ | 358,022 |
| | $ | 7,224,189 |
| | $ | 6,396,722 |
|
(1) Included in rental revenue.
(2) Balances as of December 31, 2018 are prior to the adoption of Topic 842.
In addition to its lessor arrangements on its real estate investments, as of June 30, 2019 and December 31, 2018, the Company was lessee in 58 operating ground leases as well as lessee in an operating lease of its executive office. The Company's tenants, who are generally sub-tenants under these ground leases, are responsible for paying the rent under these ground leases. In the event the tenant fails to pay the ground lease rent, the Company would be primarily responsible for the payment, assuming the Company does not sell or re-tenant the property. As of June 30, 2019, the ground lease arrangements have remaining terms ranging from two years to 47 years. Most of these leases include one or more options to renew. The Company assesses these options using a threshold of reasonably certain, which also includes an assessment of the term of the Company's tenants' leases. For leases where renewal is reasonably certain, those option periods are included within the lease term and also the measurement of the operating lease right-of-use asset and liability. The ground lease arrangements do not contain any residual value guarantees or any material restrictions. As of June 30, 2019, the Company does not have any leases that have not commenced but that create significant rights and obligations.
The Company determines whether an arrangement is or includes a lease at contract inception. Operating lease right-of-use assets and liabilities are recognized at commencement date and initially measured based on the present value of lease payments over the defined lease term. As the Company's leases do not provide an implicit rate, the Company used its incremental borrowing rate adjusted for related collateral based on the information available at adoption or the commencement date in determining the present value of lease payments.
The following table summarizes the future minimum lease payments under the ground lease obligations and the office lease at June 30, 2019 and December 31, 2018, excluding contingent rent due under leases where the ground lease payment, or a portion thereof, is based on the level of the tenant's sales (in thousands):
|
| | | | | | | | | | | | | | | | |
| | | June 30, 2019 | | December 31, 2018 (3) |
| | | Ground Leases (1) | | Office lease (2) | | Ground Leases | | Office lease (2) |
| Year: | | | | | | | | |
| 2019 | | $ | 11,973 |
| | $ | 428 |
| | $ | 22,867 |
| | $ | 856 |
|
| 2020 | | 24,341 |
| | 856 |
| | 23,236 |
| | 856 |
|
| 2021 | | 24,785 |
| | 884 |
| | 23,600 |
| | 884 |
|
| 2022 | | 24,217 |
| | 967 |
| | 22,996 |
| | 967 |
|
| 2023 | | 23,560 |
| | 967 |
| | 22,303 |
| | 967 |
|
| Thereafter | | 270,047 |
| | 2,658 |
| | 257,446 |
| | 2,658 |
|
| Total lease payments | | $ | 378,923 |
| | $ | 6,760 |
| | $ | 372,448 |
| | $ | 7,188 |
|
| Less: imputed interest | | 139,261 |
| | 1,050 |
| | | | |
| Present value of lease liabilities | | $ | 239,662 |
| | $ | 5,710 |
| | | | |
(1) Included in property operating expense.
(2) Included in general and administrative expense.
(3) Balances as of December 31, 2018 are prior to the adoption of Topic 842.
The following table summarizes the carrying amounts of the operating lease right-of-use assets and liabilities as of June 30, 2019 (in thousands):
|
| | | | | | |
| | | | | As of |
| | | Classification | | June 30, 2019 |
| Assets: | | | | |
| Operating ground lease assets | | Operating lease right-of-use assets | | $ | 215,244 |
|
| Office lease asset | | Operating lease right-of-use assets | | 5,514 |
|
| Total operating lease right-of-use assets | | | | $ | 220,758 |
|
| | | | | |
| Sub-lessor straight-line rent receivable | | Accounts receivable | | 24,843 |
|
| Total leased assets | | | | $ | 245,601 |
|
| | | | | |
| Liabilities: | | | | |
| Operating ground lease liabilities | | Operating lease liabilities | | $ | 239,662 |
|
| Office lease liability | | Operating lease liabilities | | 5,710 |
|
| Total lease liabilities | | | | $ | 245,372 |
|
The following table summarizes the lease costs and sublease income for the three and six months ended June 30, 2019 (in thousands):
|
| | | | | | | | | | |
| | | | | | | |
| | | Classification | | Three Months Ended June 30, 2019 | | Six Months Ended June 30, 2019 |
| Lease Cost | | | | | | |
| Operating ground lease cost | | Property operating expense | | $ | 6,065 |
| | $ | 12,003 |
|
| Operating office lease cost | | General and administrative expense | | 226 |
| | 456 |
|
| | | | | | | |
| Sublease income | | Rental revenue | | (5,835 | ) | | (11,558 | ) |
| Net lease cost | | | | $ | 456 |
| | $ | 901 |
|
The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate as of June 30, 2019:
|
| | | |
| | As of |
| | June 30, 2019 |
| Weighted-average remaining lease term in years | | |
| Operating ground leases | | 17.0 |
|
| Operating office lease | | 7.3 |
|
| | |
| Weighted-average discount rate | | |
| Operating ground leases | | 4.95 | % |
| Operating office lease | | 4.62 | % |
17. Subsequent Events
On July 1, 2019, the Company received repayment in full from the Schlitterbahn Group on mortgage notes receivable totaling $189.7 million that were secured by three waterparks and adjacent land. Additionally, subsequent to June 30, 2019, the Company received repayment in full on a mortgage note receivable of $16.2 million that was secured by a public charter school property and recognized $1.8 million in prepayment fees and, pursuant to a tenant purchase option, completed the sale of a public charter school for net proceeds of approximately $18.2 million and recognized a gain on sale of approximately $4.1 million.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this Quarterly Report on Form 10-Q of EPR Properties (the “Company”, “EPR”, “we” or “us”). The forward-looking statements included in this discussion and elsewhere in this Quarterly Report on Form 10-Q involve risks and uncertainties, including anticipated financial performance, business prospects, industry trends, shareholder returns, performance of leases by tenants, performance on loans to customers and other matters, which reflect management's best judgment based on factors currently known. See “Cautionary Statement Concerning Forward-Looking Statements” which is incorporated herein by reference. Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018, as supplemented by Part II, Item 1A - "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 9, 2018.February 28, 2019.
Overview
Business
Our principal business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations ("FFO") and dividends per share. Our prevailing strategy is to focus on long-term investments in a limited number of categories in which we maintain a depth of knowledge and relationships, and which we believe offer sustained performance throughout all economic cycles. Our investment portfolio includes ownership of and long-term mortgages on entertainment, recreation and education properties. Substantially all of our owned single-tenant properties are leased pursuant to long-term, triple net leases, under which the tenants typically pay all operating expenses of the property. Tenants at our owned multi-tenant properties are typically required to pay common area maintenance charges to reimburse us for their pro-rata portion of these costs. We also own certain recreation anchored lodging assets structured using traditional REIT lodging structures.
It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties that have a high occupancy rate. We have also entered into certain joint ventures and we have provided mortgage note financing. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Historically, our primary challenges have been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties), and managing our portfolio as we have continued to grow. We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. Our business is subject to a number of risks and uncertainties, including those described in Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 1, 2018, as supplemented by Part II, Item 1A - "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed with the SEC on May 9, 2018.February 28, 2019.
We group our investments into four reportable operating segments: Entertainment, Recreation, Education and Other. As of June 30, 2018,2019, our total assets were approximately $6.1$6.7 billion (after accumulated depreciation of approximately $0.8$1.0 billion) which included investments in each of our four operating segments with properties located in 4342 states the District of Columbia and Ontario, Canada.
Our Entertainment segment included investments in 151176 megaplex theatre properties, seven entertainment retail centers (which include seven additional megaplex theatre properties) and 11 family12 other entertainment centers.properties. Our portfolio of owned entertainment properties consisted of 13.314.7 million square feet and was 99% leased, including megaplex theatres that were 100% leased.
Our Recreation segment included investments in 1812 ski areas, 2123 attractions, 3135 golf entertainment complexes and ten13 other recreation facilities.properties. Our portfolio of owned recreation properties was 100% leased.
Our Education segment included investments in 6551 public charter school properties, 6771 early education centers and 1416 private schools. Our portfolio of owned education properties consisted of 4.74.3 million square feet and was 98% leased.
Our Other segment consisted primarily of land under ground lease, property under development and land held for development related to the Resorts World Catskills casino and resort project in Sullivan County, New York.
The combined owned portfolio consisted of 21.223.3 million square feet and was 99% leased. As of June 30, 2018,2019, we had a total of approximately $268.1$80.7 million invested in property under development.
Our total investments (a non-GAAP financial measure) were approximately $6.7$7.3 billion at June 30, 2018.2019. We define total investments as the sum of the carrying values of rental propertiesreal estate investments and rental propertiesreal estate investments held for sale (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in direct financing leases, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable (included in other assets). Total investments is a non-GAAP financial measure. See "Non-GAAP Financial Measures" for the calculation of total investments and reconciliation of total investments to "Total assets" in the consolidated balance sheet at June 30, 20182019 and December 31, 2017.2018.
Of our total investments of $6.7$7.3 billion at June 30, 2018, $3.02019, $3.4 billion or 44%46% related to our Entertainment segment, $2.1$2.4 billion or 32%33% related to our Recreation segment, $1.4$1.3 billion or 21%18% related to our Education segment and $179.3$196.5 million or 3% related to our Other segment.
Operating Results
Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three and six months ended June 30, 20182019 and 20172018 (in millions, except per share information):
| | | | Three Months Ended June 30, | | | Six Months Ended June 30, | | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2018 | 2017 | Increase | | 2018 | 2017 | Increase (decrease) | 2019 | 2018 | Decrease | | 2019 | 2018 | (Decrease) Increase |
| Total revenue (1) | $ | 202.9 |
| $ | 147.8 |
| 37 | % | | $ | 357.8 |
| $ | 276.9 |
| 29 | % | $ | 175.7 |
| $ | 202.9 |
| (13 | )% | | $ | 340.2 |
| $ | 357.8 |
| (5 | )% |
| Net income available to common shareholders per diluted share (2) | 1.15 |
| 1.02 |
| 13 | % | | 1.47 |
| 1.78 |
| (17 | )% | $ | 0.79 |
| $ | 1.15 |
| (31 | )% | | $ | 1.59 |
| $ | 1.47 |
| 8 | % |
| FFOAA per diluted share (3) | 1.87 |
| 1.29 |
| 45 | % | | 3.12 |
| 2.48 |
| 26 | % | $ | 1.36 |
| $ | 1.87 |
| (27 | )% | | $ | 2.72 |
| $ | 3.12 |
| (13 | )% |
(1) Total revenue for the three and six months ended June 30, 20182019 versus the three and six months ended June 30, 20172018 was favorably impacted by the effect of investment spending including our transaction with CNL Lifestyle Properties Inc. ("CNL Lifestyle")that occurred in 2019 and funds affiliated with Och-Ziff Real Estate ("OZRE"), which closed on April 6, 2017.2018 as well as other income from the operations of the Kartrite Resort and Indoor Waterpark in Sullivan County, New York. Total revenue for the three and six months ended June 30, 2019 versus the three and six months ended June 30, 2018 was also favorably impacted by lease revenue on our existing operating ground leases (leases in which we are a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized in the three and six months ended June 30, 2019 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842). This increase in revenue related to the adoption of Topic 842 is offset by an increase in property operating expenses related to operating ground lease rent expense as well as the gross-up of the tenant reimbursed expenses. For further information on our operating leases, see Note 16 to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. Total revenue for the three and six months ended June 30, 2019 versus the three and six months ended June 30, 2018 was unfavorably impacted by property dispositions and mortgage note payoffs that occurred in 2019 and 2018, including $47.3 million in prepayment fees from the partial payoff of two non-education mortgage notes. Total revenue fornotes received in the three and six months ended June 30, 2018 and 2017 was unfavorably impacted by property dispositions and note payoffs that occurred in 2018 and 2017.2018.
(2) Net income available to common shareholders per diluted share for the three and six months ended June 30, 2019 versus the three and six months ended June 30, 2018 versus the six months ended June 30, 2017 was also impacted by the items affecting total revenue as described above. Additionally, net income available to common shareholders per diluted share for the three and six months ended June 30, 20182019 versus the three and six months ended June 30, 20172018 was unfavorablyfavorably impacted by increasesdecreases in interestlitigation settlement expense, costs associated with loan refinancing or payoff (primarily related to our redemption of our 7.75% Senior Notes due 2020), generalimpairment charges and administrativeincome tax expense, bad debt expense, litigation settlement expense, transaction costs and impairment charges.as well as higher gains on sale of real estate. Net income available to common shareholders per diluted share for the three and six months ended June 30, 20182019 versus the three and six months ended June 30, 20172018 was also unfavorably impacted by lower gains on saleincreases in other expenses (primarily from the operations of real estate, a gain on early extinguishment of debt recognizedthe Kartrite Resort and Indoor Waterpark in 2017Sullivan County, New York), transaction costs and depreciation and amortization as well as an increase in common shares outstanding.outstanding as a result of new issuance.
(3) FFOAA per diluted share for the three and six months ended June 30, 20182019 versus the three and six months ended June 30, 20172018 was also impacted by the items affecting total revenue as described above. Additionally, FFOAA per diluted share for the three and six months ended June 30, 20182019 versus the three and six months ended June 30, 20172018 was unfavorablyfavorably impacted by lowerhigher termination fees recognized with the exercise of tenant purchase options and was unfavorably impacted by an increase in other expenses associated with the operations of the Kartrite Resort and Indoor Waterpark in Sullivan County, New York as well as increasesan increase in interest expense, general and administrative expense, bad debt expense and common shares outstanding.outstanding as a result of new issuance.
FFOAA is a non-GAAP financial measure. For the definitions and further details on the calculations of FFOAA and certain other non-GAAP financial measures, see section below titled "Non-GAAP Financial Measures."
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities.liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, estimating reserves for uncollectibleassessing the collectibility of receivables and the impairment of mortgage and other notes receivable, all of which are described as our critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2017.receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2018. For the six months ended June 30, 2018,2019, there were no changes to critical accounting policies.policies except as noted below.
Collectibility of Lease Receivables
Our accounts receivable balance is comprised primarily of rents and operating cost recoveries due from tenants as well as accrued rental rate increases to be received over the life of the existing leases. We regularly evaluate the collectibility of our receivables on a lease by lease basis. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenants, historical trends of the tenant and/or other debtor, current economic conditions and changes in customer payment terms. We suspend revenue recognition when the collectibility of amounts due are no longer probable and record a direct write-off of the receivable to revenue. Previously, we reduced our accounts receivable by an allowance for doubtful accounts and recorded bad debt expense included in property operating expenses when loss was probable.
Recent Developments and Capital Recycling
Debt FinancingInvestment Spending
On January 2, 2018,Our investment spending during the six months ended June 30, 2019 totaled $566.5 million and included investments in each of our operating segments.
Entertainment investment spending during the six months ended June 30, 2019 totaled $429.5 million, including spending on the acquisition of 24 megaplex theatres totaling $377.8 million, and build-to-suit development and redevelopment of megaplex theatres, entertainment retail centers and other entertainment properties.
Recreation investment spending during the six months ended June 30, 2019 totaled $101.0 million, including spending on the acquisition of two attractions totaling $24.0 million, and build-to-suit development of golf entertainment complexes and attractions.
Education investment spending during the six months ended June 30, 2019 totaled $35.8 million, including spending on the acquisition of one early education center for $2.6 million, and build-to-suit development and redevelopment of public charter schools, early education centers and private schools.
Other investment spending during the six months ended June 30, 2019 totaled $0.2 million and was related to the Resorts World Catskills project in Sullivan County, New York.
During the six months ended June 30, 2019, we prepaidcompleted the construction of the Kartrite Resort and Indoor Waterpark in fullSullivan County, New York. The indoor waterpark resort is being operated under a mortgage note payable totaling $11.7 milliontraditional REIT lodging structure and facilitated by a management agreement with an annual interest rate of 6.19%, which was secured by a theatre property.
Additionally, on February 28, 2018, we redeemed all of our outstanding 7.75% Senior Notes due July 15, 2020.eligible independent contractor. The notes were redeemed at a price equal to the principal amount of $250.0 million plus a premium calculated pursuant to the terms of the indenture of $28.6 million, together with accruedrelated operating revenue and unpaid interest up to, but not including the redemption date of $2.3 million. In connection with the redemption, we recorded a non-cash write off of $3.3 millionexpense are included in deferred financing costs. The premiumother income and non-cash write off were recognized as costs associated with loan refinancing or payoffother expense in the accompanying consolidated statements of income for the six months ended June 30, 2018.2019.
On April 16, 2018, we issued $400.0 million in aggregate principal amount of senior notes due April 15, 2028 pursuant to an underwritten public offering. The notes bear interest at an annual rate of 4.95%. Interest is payable on April 15 and October 15 of each year beginning on October 15, 2018 until the stated maturity date of April 15, 2028. The notes were issued at 98.883% of their face value and are unsecured. We used the net proceeds from the note offering of $391.8 million to pay down our unsecured revolving credit facility.
Investment Spending
Our investment spending during the six months ended June 30, 2018 totaled $238.5 million, and included investments in each of our primary operating segments.
Entertainment investment spending during the six months ended June 30, 2018 totaled $49.3 million, including spending on build-to-suit development and redevelopment of megaplex theatres, entertainment retail centers and family entertainment centers, as well as a $7.5 million megaplex theatre acquisition.
Recreation investment spending during the six months ended June 30, 2018 totaled $150.6 million, including spending on build-to-suit development of golf entertainment complexes and attractions, redevelopment of ski areas, a $7.8 million
acquisition of a recreation facility, and an investment of $10.3 million in a mortgage note secured by one other recreation facility and the acquisition of one attraction property described below.
On June 22, 2018, we acquired one attraction property located in Pagosa Springs, Colorado for approximately $36.4 million. The property is a natural hot springs resort and spa on approximately eight acres and is subject to a long-term, triple-net lease.
Education investment spending during the six months ended June 30, 2018 totaled $38.6 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 on two early education center acquisitions.
The following table details our investment spending by category during the six months ended June 30, 20182019 and 20172018 (in thousands):
| | | Six Months Ended June 30, 2019 | | Six Months Ended June 30, 2019 |
| Operating Segment | | | Total Investment Spending | | New Development | | Re-development | | Asset Acquisition | | Mortgage Notes or Notes Receivable | | Investment in Joint Ventures |
| Entertainment | | | $ | 429,458 |
| | $ | 9,885 |
| | $ | 24,224 |
| | $ | 379,149 |
| | $ | 16,200 |
| | $ | — |
|
| Recreation | | | 101,018 |
| | 68,416 |
| | 932 |
| | 23,963 |
| | 6,602 |
| | 1,105 |
|
| Education | | | 35,844 |
| | 22,533 |
| | — |
| | 2,570 |
| | 10,741 |
| | — |
|
| Other | | | 211 |
| | 211 |
| | — |
| | — |
| | — |
| | — |
|
| Total Investment Spending | | | $ | 566,531 |
| | $ | 101,045 |
| | $ | 25,156 |
| | $ | 405,682 |
| | $ | 33,543 |
| | $ | 1,105 |
|
| | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 2018 | | Operating Segment | | Total Investment Spending | | New Development | | Re-development | | Asset Acquisition | | Mortgage Notes or Notes Receivable | | Total Investment Spending | | New Development | | Re-development | | Asset Acquisition | | Mortgage Notes or Notes Receivable | | Investment in Joint Ventures |
| Entertainment | | $ | 49,350 |
| | $ | 22,255 |
| | $ | 19,600 |
| | $ | 7,495 |
| | $ | — |
| | $ | 49,350 |
| | $ | 22,255 |
| | $ | 19,600 |
| | $ | 7,495 |
| | $ | — |
| | $ | — |
|
| Recreation | | 150,575 |
| | 94,676 |
| | 452 |
| | 44,206 |
| | 11,241 |
| | 150,575 |
| | 94,676 |
| | 452 |
| | 44,206 |
| | 11,241 |
| | — |
|
| Education | | 38,551 |
| | 22,058 |
| | — |
| | 8,416 |
| | 8,077 |
| | 38,551 |
| | 22,058 |
| | — |
| | 8,416 |
| | 8,077 |
| | — |
|
| Other | | 29 |
| | 29 |
| | — |
| | — |
| | — |
| | 29 |
| | 29 |
| | — |
| | — |
| | — |
| | — |
|
| Total Investment Spending | | $ | 238,505 |
| | $ | 139,018 |
| | $ | 20,052 |
| | $ | 60,117 |
| | $ | 19,318 |
| | $ | 238,505 |
| | $ | 139,018 |
| | $ | 20,052 |
| | $ | 60,117 |
| | $ | 19,318 |
| | $ | — |
|
| | | | | | | | | | | | |
| Six Months Ended June 30, 2017 | |
| Operating Segment | | Total Investment Spending | | New Development | | Re-development | | Asset Acquisition | | Mortgage Notes or Notes Receivable | |
| Entertainment | | $ | 114,227 |
| | $ | 26,913 |
| | $ | 35,646 |
| | $ | 47,905 |
| | $ | 3,763 |
| |
| Recreation | | 866,134 |
| | 79,419 |
| | 579 |
| | 513,906 |
| | 272,230 |
| |
| Education | | 182,188 |
| | 84,685 |
| | — |
| | 26,963 |
| | 70,540 |
| |
| Other | | 763 |
| | 763 |
| | — |
| | — |
| | — |
| |
| Total Investment Spending | | $ | 1,163,312 |
| | $ | 191,780 |
| | $ | 36,225 |
| | $ | 588,774 |
| | $ | 346,533 |
| |
The above amounts include $65$26 thousand and $71$65 thousand in capitalized payroll, $4.5$4.7 million and $5.3$4.5 million in capitalized interest and $0.5$0.2 million and $2.7$0.5 million in capitalized other general and administrative direct project costs for the six months ended June 30, 20182019 and 2017,2018, respectively. Excluded from the table above is approximately $10.2$10.9 million and $2.8$10.2 million of maintenance capital expenditures and other spending for the six months ended June 30, 20182019 and 2017,2018, respectively.
Property Dispositions
During the six months ended June 30, 2018,2019, pursuant to tenant purchase options, we completed the salessale of two entertainment parcels located in Illinoissix public charter schools for net proceeds totaling $4.2$70.0 million. In connection with these sales, we recognized a combined gain on sale of $0.5 million during$13.6 million.
During the six months ended June 30, 2018. Additionally,2019, we also completed the sale of one earlyrecreation property, five additional education centerproperties and one land parcel for net proceeds totaling $25.9 million and recognized a combined gain on sale of $1.6$2.5 million. No gain or loss was recognized on this sale.
Subsequent to June 30, 2018, we completed the sale of four public charter schools, classified as investment in direct financing leases, and leased to Imagine Schools, Inc. for net proceeds of $43.4 million. In connection with this sale, we will recognize a $5.5 million gain on sale during the third quarter of 2018. Additionally subsequent to June 30, 2018,2019, pursuant to a tenant purchase option, we completed the sale of onea public charter school located in California
for net proceeds totaling $11.9 million. In connection with this sale, we will recognizeof approximately $18.2 million and recognized a gain on sale of $1.9approximately $4.1 million.
Mortgage Notes Receivable
On July 1, 2019, we received repayment in full from SVVI, LLC (Schlitterbahn Group) on our mortgage notes receivable totaling $189.7 million during the third quarterthat were secured by three waterparks and adjacent land. Additionally, subsequent to June 30, 2019, we received repayment in full on a mortgage note receivable of 2018.$16.2 million that was secured by a public charter school and recognized $1.8 million in prepayment fees.
Recreation Tenant Update
Subsequent to June 30, 2019, two of our ski customers announced that one of them, Vail Resorts Inc., would acquire the other, Peak Resorts Inc. We currently have ski investments in Vail’s NorthStar California Resort and eight Peak properties located in four states. We expect to continue holding these investments with no structural changes. If the
transaction had been consummated at June 30, 2019, Vail would have been one of our top five customers by revenue during the second quarter.
Early Childhood Education Tenant Update
In February 2019, we entered into new leases with Crème de la Crème ("Crème") on all of the 21 operating Children’s Learning Adventure USA (“CLA”) early childhood education properties owned by us. These leases are contingent upon us delivering possession of the properties to Crème and include different financial terms based on whether or not CLA delivers to Crème the assets associated with the in-place operations of the school. The leases with Crème have 20-year terms that commence upon Crème beginning operations of the schools. Additionally, both we and Crème have early termination rights based on school level economic performance. During the three months ended June 30, 2018, Six Flags Entertainment Corporation ("Six Flags") completed their acquisition2019, CLA transferred four of the leasehold interest in five of our attraction properties which were previously operated by Premier Parks, LLC. As a result, Six Flags operates six of our attraction properties at June 30, 2018.
Mortgage Notes Receivable
On February 16, 2018, a borrower exercised its put option to convert its mortgage note agreement, totaling $142.9 million and secured by 28 education facilities including both early education and private school properties to a lease agreement. As a result, we recorded the rental property at the carrying value, which approximated fair value, of the mortgage note on the conversion date and allocated this cost on a relative fair value basis. The properties are leased pursuant to a triple-net master lease with a 23-year remaining term.
On March 11, 2018, we received payment in full on one mortgage note receivable of $1.5 million that was securedCrème. Consideration provided by land located in California. Additionally, on March 26, 2018, we received payment in full on one mortgage note receivable of $9.0 million that was secured by real estate in Washington. There were no prepayment fees received in connection with these note payoffs.
On May 7, 2018, Boyne USA, Inc. ("Boyne") purchased seven ski properties from OZRE that partially secured our mortgage note receivable due from OZRE. Following the acquisition by Boyne, OZRE made a partial prepayment of $175.4 million on this mortgage note receivable, leaving a carrying value of $74.6 million at June 30, 2018 that is secured by the remaining six ski properties. In connection with the partial prepayment of this note, we recognized a prepayment fee totaling $45.9 million.
On June 4, 2018, Vail Resorts, Inc. announced it intends to acquire four ski properties from OZRE. This sale is expected to close by the end of the year. These four properties partially secure our mortgage note receivable from OZRE and in conjunction with this sale it is expected that OZRE will prepay the entire remaining note balance. In connection with this prepayment, we are entitled to receive a prepayment fee, the amount of which is dependent upon the timing of the note repayment, and is currently estimated to be approximately $15.0 million.
On May 29, 2018, we received a partial prepayment of $8.0 million on one mortgage note receivable that is secured by the observation deck of the John Hancock Tower in Chicago, Illinois. In connection with the partial prepayment of this note, we recognized a prepayment fee of $1.4 million.
Cappelli Legal Settlement
On June 29, 2018, we entered into a settlement agreement with affiliates of Louis Cappelli (the "Cappelli Group") whereby each of the parties fully settled all disputes between and among them relating to previously disclosed litigation in which we were the defendant. The terms of the settlement agreement include, among other terms, a payment of $2.0 million to the plaintiffs, the mutual release of all parties, and the dismissal of the final pending New York state court case with prejudice. Additionally,us for such transfers during the three months ended June 30, 2018, we paid approximately $90 thousand in professional fees associated with2019 included the settlement. See Note 14release of CLA for further discussionpast due rent obligations related to the Cappelli Group legal settlement.
Early Childhood Education Tenant Update
Astransferred properties, previously disclosed, certain subsidiariesfully reserved by us. Additional consideration of Children's Learning Adventure USA ("CLA") that are tenants of our leases (the "CLA Debtors") filed petitions in bankruptcy under Chapter 11 seeking the protections of the U.S. Bankruptcy Code. On March 14, 2018, we, CLA, CLA Debtors and certain other CLA subsidiaries' operating properties owned by us (collectively, the "CLA Parties") entered into and filed a Stipulation to Resolve Pending Motions (the "Stipulation") providing that (a) the CLA Parties will pay monthly rent of $750,000 for the months of March, April and May, and
monthly rent ofapproximately $2.4 million was paid which includes approximately $1.0 million for equipment used in the monthsoperations of these schools recorded in notes receivable and due from Crème, and $1.4 million recognized in transaction costs. Subsequent to June 30, 2019, three additional properties were transferred to Crème.
CLA continues to cooperate with Crème by providing access to facilities, staff and July, (b) resolutioninformation. With this assistance, Crème has made substantial progress with its license applications and preparations to begin operating the remaining schools. This process must be undertaken on a state-by-state basis and is expected to be substantially complete before the end of restructuring2019. There can be no assurance that Crème will timely obtain necessary licenses and permits, and therefore there can be no assurance as to the outcome of the leases between us and the CLA Parties will be concluded no later than July 31, 2018 (the "Forbearance Period"), (c) relief from stay is granted with respect to our properties as needed to implement the Stipulation, (d) the parties will not commencecontemplated transaction or prosecute litigation against any other party during the Forbearance Period, and (e) the deadline for any motion by the CLA Debtors to assume or reject the leases under the U.S. Bankruptcy Code was extended to July 31, 2018. On May 7, 2018, the Court entered an order approving the Stipulation.
In July 2018, we entered into a new lease agreement with CLA related to 21 open schools which replaces the prior lease arrangements and provides for a one-month term for rent of $1.0 million expiring on August 31, 2018. We may agree to extend this lease, in our sole discretion, if we believe CLA is making adequate progress towards a satisfactory restructuring. CLA made all of the $4.2 million of scheduled rent payments under the prior lease arrangements covering the period of March through July, 2018. If the new lease is not extended, CLA will be required to expeditiously vacate these properties, in which case we intend to leasewhether some or all of the 21 schoolsremaining properties will be transferred to other operators. We had $250.9 million classified in rental properties, net, in the accompanying consolidated balance sheets at June 30, 2018 for these 21 schools, and determined that the estimated undiscounted future cash flow exceed the carrying values of these properties.
As part of this agreement, CLA also agreed to relinquish control of four of our properties that were still under development as we no longer intend to develop these properties for CLA. As a result, we revised our estimated undiscounted cash flows for these four properties, considering shorter expected holding periods, and determined that those estimated cash flows were not sufficient to recover the carrying values of these properties. During the three months ended June 30, 2018, we obtained independent appraisals of these four properties and reduced the carrying value of these assets to $9.8 million, recording an impairment charge of $16.5 million. The charge is primarily related to the cost of improvements specific to the development of CLA’s prototype.
CLA continues to negotiateCrème with third parties regarding a restructuring that would permit CLA to continue operation of the CLA properties.in-place operations. In addition, we are actively pursuing other alternatives for these properties, including replacement tenants and operators. Therethere can be no assurances asassurance that CLA will continue to cooperate with Crème and provide access to personnel and information needed to acquire the ultimate outcomeoperations of such actions or our pursuit of our legal remedies with respect to the CLA properties.
We fully reserved approximately $7.2 million and $6.0 million in receivables from CLA at June 30, 2018 and December 31, 2017, respectively. If we receive paymentsare unable to transfer the properties to Crème with in-place operations, we intend to take possession of the properties and transfer them without operations. If some or all of the schools are not transferred to Crème with in-place operations, there will be a delay in re-opening such schools and a corresponding reduction in near term rents from CLA in the future, we will recognize such payments on a cash basis until a successful restructuring is completed.Crème. See Part II, Item 1 "Legal Proceedings" for additional information.
Results of Operations
Three months ended June 30, 20182019 compared to three months ended June 30, 20172018
RentalThe following table summarizes our rental revenue was $137.0 million for the three months ended June 30, 2018 compared to $123.4 million for the three months ended June 30, 2017. This(dollars in thousands)
|
| | | | | | | | | | | | |
| | | Three Months Ended June 30, | | Increase |
| | | 2019 | | 2018 | | |
Minimum rent (1) | | $ | 143,973 |
| | $ | 129,370 |
| | $ | 14,603 |
|
Percentage rent (2) | | 4,147 |
| | 1,744 |
| | 2,403 |
|
| Straight-line rent | | 3,223 |
| | 2,061 |
| | 1,162 |
|
Tenant reimbursements (3) | | 5,903 |
| | 3,758 |
| | 2,145 |
|
| Other rental revenue | | 84 |
| | 86 |
| | (2 | ) |
| Total Rental Revenue | | $ | 157,330 |
| | $ | 137,019 |
| | $ | 20,311 |
|
(1) The increase in minimum rent resulted primarily from $14.3$10.0 million of rental revenue related to property acquisitions and developments completed in 2019 and 2018 and 2017 and conversion and reclassificationan increase of certain mortgage notes,$0.5 million in rental revenue on existing properties. In addition, we recognized $5.6 million in lease revenue on our existing operating ground leases in which we are sub-lessor, in connection with our adoption of Topic 842 during the three months ended June 30, 2019. These increases were partially offset by a decrease of $0.5$1.5 million from property dispositions.
(2) The increase in rental revenue duepercentage rent related primarily to property dispositions,higher percentage rent recognized from one of our ski properties as well as a reductionfrom two of our education tenants.
(3) The increase in rental revenuetenant reimbursements related primarily to the gross up of $0.2tenant reimbursed expenses of $2.1 million relating to CLA. Percentage rents of $1.7 million and $1.6 million were recognized during the three months ended June 30, 2018 and 2017, respectively. Straight-line rents of $2.1 million and $4.0 million were recognized during the three months ended June 30, 2018 and 2017, respectively. Tenant reimbursements of $3.8 million and $3.9 million were recognized during the three months ended June 30, 2018 and 2017, respectively.2019 in accordance with Topic 842.
During the three months ended June 30, 2018,2019, we renewed twoone lease agreementsagreement on approximately 100,509140 thousand square feet and funded or agreed to fund an average of $69.65$2.85 per square foot in tenant improvements. We experienced a decrease of approximately 18.1% in rentalRental rates remained unchanged and we paid no leasing commissions with respect to these renewals.this lease renewal.
Other income for the three months ended June 30, 2019 was $5.7 million compared to $0.6 million for the three months ended June 30, 2018. The $5.1 million increase was primarily due to the operating income from the Kartrite Resort and Indoor Waterpark in Sullivan County, New York, as well as the operating income from a theatre.
Mortgage and other financing income for the three months ended June 30, 20182019 was $65.2$12.6 million compared to $23.1$65.2 million for the three months ended June 30, 2017.2018. The $42.1$52.6 million increasedecrease was primarily due to prepayment fees received in connection with partial prepayments on two non-education mortgage notes during the three months ended June 30, 2018
totaling $47.3 million. See Note 5 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for further detail. The increase was also due to additional real estate lending activities during 2018 and 2017. These increases were partially offset by the conversion of a mortgage note secured by 28 early education properties to leased properties during the six months ended June 30, 2018,million as well as sixnote payoffs and the sale of four public charter school properties reclassified fromclassified as direct financing lease to operating leases in 2017 and other note payoffs during 2018 and 2017.2018.
Our property operating expenses totaled $14.8 million for the three months ended June 30, 2019 compared to $7.3 million for the three months ended June 30, 2018 compared to $6.1 million for the three months ended June 30, 2017.2018. These property operating expenses arise from the operations of our retail centers and other specialty properties. The $1.2 million increase resulted from higher property operating expenses at our multi-tenant properties as well as anoperating ground lease expense and the gross up of tenant reimbursed expenses. The $7.5 million increase resulted primarily from ground lease expense of $6.0 million from our existing operating ground leases as well as the gross up of tenant reimbursed expenses of $2.1 million recognized during the three months ended June 30, 2019 in bad debt expense.accordance with Topic 842, adopted January 1, 2019.
Our general and administrative expenseOther expenses totaled $13.0$8.1 million for the three months ended June 30, 2018 compared2019 and related to $10.7 millionoperating expenses for the Kartrite Resort and Indoor Waterpark in Sullivan County, New York, as well as operating expense for a theatre. There were no other expenses for the three months ended June 30, 2017. The increase of $2.3 million related to an increase in payroll and benefits costs, including share based compensation, as well as an increase in professional fees.2018.
Litigation settlement expense was $2.1 million for the three months ended June 30, 2018 and related to the settlement of our litigation with the Cappelli Group. See Note 14 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for further detail. There was no litigation settlement expense for the three months ended June 30, 2017.2019.
Gain on early extinguishment of debtOur net interest expense increased by $2.2 million to $36.3 million for the three months ended June 30, 2017 was $1.0 million and related to a note payoff in advance of maturity that was initially recorded at fair value upon acquisition. There was no gain on early extinguishment of debt for the three months ended June 30, 2018.
Our net interest expense increased by $1.1 million to2019 from $34.1 million for the three months ended June 30, 2018 from $33.0 million for the three months ended June 30, 2017.2018. This increase resulted primarily from an increase in average borrowings partially offset by a decrease in the weighted average interest rate used to finance our real estate acquisitions and fund our mortgage notes receivable.receivable as well as a decrease in interest cost capitalized on development projects.
Transaction costs totaled $6.9 million for the three months ended June 30, 2019 compared to $0.4 million for the three months ended June 30, 2018. The increase of $6.5 million was primarily due to pre-opening costs related to the Kartrite Resort and Indoor Waterpark in Sullivan County, New York, which opened during the three months ended June 30, 2019, as well as costs related to the transfer of our CLA properties to Crème.
Impairment charges for the three months ended June 30, 2018 totaled $16.5 million and related to two partially completed early education centers and two land parcels with site improvements. See Note 4 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for further information. ImpairmentThere were no impairment charges for the three months ended June 30, 2017 totaled $10.2 million and related to six charter school properties included in our investment in a direct financing lease. See Note 7 to the consolidated financial statements included in the Quarterly Report on Form 10-Q for further information.2019.
Depreciation and amortization expense totaled $42.4 million for the three months ended June 30, 2019 compared to $37.6 million for the three months ended June 30, 2018 compared to $33.1 million for the three months ended June 30, 2017.2018. The $4.5$4.8 million increase resulted primarily from acquisitions and developments completed in 20172018 and 2018.2019. This increase was partially offset by property dispositions that occurred during 20172018 and 2018.2019.
Gain on sale of real estate was $0.5$9.8 million for the three months ended June 30, 2019 and related to the exercise of four tenant purchase options on public charter school properties as well as the combined gain on sale of one public
charter school and one land parcel. Gain on sale of real estate for the three months ended June 30, 2018 was $0.5 million and related to the sale of two entertainment parcels. Gain on sale of real estate
Income tax benefit was $25.5$1.3 million for the three months ended June 30, 2017 and2019 compared to income tax expense of $1.0 million for the three months ended June 30, 2018. The decrease primarily related to lower deferred taxes due to the saletreatment of three entertainment properties,pre-opening costs and other expected tax losses for the exercise of two tenant purchase options on public charter school propertiesKartrite Resort and the sale of two additional education properties.Indoor Waterpark in Sullivan County, New York as well as certain expenses related to our Canadian trust.
Six months ended June 30, 20182019 compared to six months ended June 30, 20172018
RentalThe following table summarizes our rental revenue was $269.9 million for the six months ended June 30, 2018 compared to $234.2 million for the six months ended June 30, 2017. This(dollars in thousands)
|
| | | | | | | | | | | | |
| | | Six Months Ended June 30, | | Increase |
| | | 2019 | | 2018 | | |
Minimum rent (1) | | $ | 284,700 |
| | $ | 255,082 |
| | $ | 29,618 |
|
Percentage rent (2) | | 5,502 |
| | 3,003 |
| | 2,499 |
|
| Straight-line rent | | 5,637 |
| | 3,935 |
| | 1,702 |
|
Tenant reimbursements (3) | | 12,037 |
| | 7,749 |
| | 4,288 |
|
| Other rental revenue | | 177 |
| | 174 |
| | 3 |
|
| Total Rental Revenue | | $ | 308,053 |
| | $ | 269,943 |
| | $ | 38,110 |
|
(1) The increase in minimum rent resulted primarily from $38.8$17.2 million of rental revenue related to property acquisitions and developments completed in 2019 and 2018, an increase in revenue of $3.0 million relating to CLA properties and 2017 (includingan increase of $0.6 million in rental revenue on existing properties. In addition, we recognized $11.2 million in lease revenue on our transactionexisting operating ground leases in which we are sub-lessor, in connection with CNL Lifestyle which closed on April 6, 2017), and conversion and reclassificationour adoption of certain mortgage notes,Topic 842 during the six months ended June 30, 2019. These increases were partially offset by a decrease of $0.9$2.4 million from property dispositions.
(2) The increase in rental revenue duepercentage rent related primarily to property dispositions,higher percentage rent received from one of our ski properties as well as a reductionfrom two of our education tenants.
(3) The increase in rental revenuetenant reimbursements related primarily to the gross up of $2.2tenant reimbursed expenses of $4.2 million relating to CLA. Percentage rents of $3.0 million and $2.5 million were recognized during the six months ended June 30, 2018 and 2017, respectively. Straight-line rents of $3.9 million and $9.1 million were recognized during the six2019 in accordance with Topic 842.
months ended June 30, 2018 and 2017, respectively. Tenant reimbursements of $7.7 million were recognized during both the six months ended June 30, 2018 and 2017.
During the six months ended June 30, 2018,2019, we renewed four lease agreements on approximately 339,366327 thousand square feet and funded or agreed to fund an average of $26.52$16.19 per square foot in tenant improvements. We experienced an increase of approximately 0.3%2.2% in rental rates and paid no leasing commissions with respect to these lease renewals.
Other income for the six months ended June 30, 2019 was $6.1 million compared to $1.3 million for the six months ended June 30, 2018. The $4.8 million increase was primarily due to the operating income from the Kartrite Resort and Indoor Waterpark in Sullivan County, New York as well as the operating income from a theatre.
Mortgage and other financing income for the six months ended June 30, 20182019 was $86.6$26.1 million compared to $40.7$86.6 million for the six months ended June 30, 2017.2018. The $45.9$60.5 million increasedecrease was primarily due to prepayment fees received in connection with partial prepayments on two non-education mortgage notes during the six months ended June 30, 2018 totaling $47.3 million. See Note 5 tomillion as well as note payoffs and the consolidated financial statements includedsale of four public charter school properties classified as direct financing leases in this Quarterly Report on Form 10-Q2018.
Our property operating expenses totaled $30.6 million for further detail. The increase was also due to additional real estate lending activities during 2018 and 2017. These increases were partially offset by the conversion of a mortgage note secured by 28 early education properties to leased properties during the six months ended June 30, 2018, as well as six public charter school properties reclassified from direct financing lease2019 compared to operating leases in 2017 and other note payoffs during 2018 and 2017.
Our property operating expenses totaled $14.9 million for the six months ended June 30, 2018 compared to $12.4 million for the six months ended June 30, 2017.2018. These property operating expenses arise from the operations of our retail centers and other specialty properties. The $2.5 million increase resulted from higher property operating expenses at our multi-tenant properties as well as anoperating ground lease expense and the gross up of tenant reimbursed expenses. The $15.7 million increase resulted primarily from ground lease expense of $11.9 million from
our existing operating ground leases as well as the gross up of tenant reimbursed expenses of $4.2 million recognized during the six months ended June 30, 2019 in bad debt expense.accordance with Topic 842, adopted January 1, 2019.
Our general and administrative expenseOther expenses totaled $25.3$8.1 million for the six months ended June 30, 2018 compared2019 and related to $21.7 millionoperating expenses for the Kartrite Resort and Indoor Waterpark in Sullivan County, New York, as well as operating expenses for a theatre. There were no other expenses for the six months ended June 30, 2017. The increase of $3.6 million related to an increase in payroll and benefits costs, including share based compensation, as well as an increase in professional fees and franchise taxes.2018.
Litigation settlement expense was $2.1 million for the six months ended June 30, 2018 and related to the settlement of our litigation with the Cappelli Group. See Note 14 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for further detail. There was no litigation settlement expense for the six months ended June 30, 2017.2019.
Costs associated with loan refinancing or payoff for the six months ended June 30, 2018 was $32.0 million and primarily related to the redemption of the 7.75% Senior Notes due 2020. CostsThere were no costs associated with loan refinancing or payoff for the six months ended June 30, 2017 was $14 thousand and related2019.
Our net interest expense increased by $1.7 million to the prepayment of secured fixed rate mortgage notes payable.
Gain on early extinguishment of debt$70.1 million for the six months ended June 30, 2017 was $1.0 million and related to a note payoff in advance of maturity that was initially recorded at fair value upon acquisition. There was no gain on early extinguishment of debt for the six months ended June 30, 2018.
Our net interest expense increased by $4.7 million to2019 from $68.4 million for the six months ended June 30, 2018 from $63.7 million for the six months ended June 30, 2017.2018. This increase resulted primarily from an increase in average borrowings partially offset by a decreaseand an increase in the weighted average interest rate used to finance our real estate acquisitions and fund our mortgage notes receivable.
Transaction costs totaled $12.0 million for the six months ended June 30, 2019 compared to $1.0 million for the six months ended June 30, 2018 compared2018. The increase of $11.0 million was primarily due to $0.3 million forpre-opening costs related to the Kartrite Resort and Indoor Waterpark in Sullivan County, New York, which opened during the six months ended June 30, 2017. The increase2019, as well as costs related to the transfer of $0.7 million was dueour CLA properties to an increase in potential and terminated transactions.Crème.
Impairment charges for the six months ended June 30, 2018 totaled $16.5 million and related to two partially completed early education centers and two land parcels with site improvements. See Note 4 to the consolidated financial statement included in this Quarterly Report on Form 10-Q for further information. ImpairmentThere were no impairment charges for the six months ended June 30, 2017 totaled $10.2 million and related to six charter school properties included in our investment in a direct financing lease. See Note 7 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for further information.2019.
Depreciation and amortization expense totaled $82.1 million for the six months ended June 30, 2019 compared to $75.3 million for the six months ended June 30, 2018 compared to $61.2 million for the six months ended June 30, 2017.2018. The $14.1$6.8 million increase resulted primarily from acquisitions and developments completed in 20172018 and 2018, including our transaction with CNL Lifestyle which closed on April 6, 2017.2019. This increase was partially offset by property dispositions that occurred during 20172018 and 2018.2019.
Gain on sale of real estate was $0.5$16.1 million for the six months ended June 30, 2019 and related to the exercise of six tenant purchase options on public charter school properties as well as the combined gain on sale of one recreation property, five additional education properties and one land parcel. Gain on sale of real estate for the six months ended June 30, 2018 was $0.5 million and related to the sale of two entertainment parcels. Gain on sale of real estate
Income tax benefit was $27.5$1.9 million for the six months ended June 30, 2017 and2019 compared to income tax expense of $1.7 million for the six months ended June 30, 2018. Approximately $3.0 million of the decrease related to lower deferred taxes due to the saletreatment of four entertainment properties,pre-opening costs other expected tax losses for the exercise of four tenant purchase options on public charter school propertiesKartrite Resort and the sale of two additional education properties.Indoor Waterpark in Sullivan County, New York as well as certain expenses related to our Canadian trust. The remaining approximately $0.6 million decrease related mainly to adjustments associated with tax reform provisions.
Liquidity and Capital Resources
Cash and cash equivalents were $3.0$6.9 million at June 30, 2018.2019. In addition, we had restricted cash of $11.3$5.0 million at June 30, 2018.2019. Of the restricted cash at June 30, 2018, $7.92019, $2.8 million related to cash held for our borrowers’ debt service reserves for mortgage notes receivable or tenants' off-season rent reserves and $3.4$2.2 million primarily related to escrow deposits held for potential acquisitions and redevelopments.
Mortgage Debt, Senior Notes, Unsecured Revolving Credit Facility, and Unsecured Term Loan Facility and Equity Issuances
At June 30, 2018,2019, we had total debt outstanding of $3.0$3.2 billion of which 99% was unsecured.
At June 30, 20182019, we had outstanding $2.2 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 4.50% to 5.75%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt.
At June 30, 2018,2019, we had $30.0an outstanding balance of $240.0 million outstanding under our $1.0 billion unsecured revolving credit facility with interest at a floating rate of LIBOR plus 100 basis points, which was 3.10%3.41% at June 30, 2018.2019.
At June 30, 2018,2019, the unsecured term loan facility had a balance of $400.0 million with interest at a floating rate of LIBOR plus 110 basis points, which was 3.11%3.18% at June 30, 2018.2019. As of June 30, 2018, $300.02019, $350.0 million of this LIBOR-based debt was fixed with interest rate swaps at 2.64%3.15% from July 6, 2017 to April 5, 2019. In addition, as of2019 to February 7, 2022. During the quarter ended June 30, 2018,2019, we have entered into an interest rate swap agreementsagreement to fix the interest rate at 3.15%3.35% on an additionalthe remaining $50.0 million of this LIBOR-based debt from November 6, 2017 to April 5, 2019 and on $350.0 million of this LIBOR-based debtborrowings under the unsecured term loan facility from April 6,5, 2019 to February 7, 2022.
At June 30, 2018,2019, we had outstanding $340.0 million of senior unsecured notes that were issued in a private placement transaction. The private placement 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.
Our unsecured credit facilities and the private placement notes contain financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investment levels outside certain categories and dividend distributions; and require us to maintain a minimum consolidated tangible net worth and meet certain coverage levels for fixed charges and debt service. Additionally, these debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $25.0 million to, in the case of the note purchase agreement governing the private placement notes, $75.0 million. We were in compliance with all financial covenants under our debt instruments at June 30, 2018.2019.
Our principal investing activities are acquiring, developing and financing entertainment, recreation and education properties. These investing activities arehave generally been financed with senior unsecured notes, as well as the proceeds from equity offerings. Our unsecured revolving credit facility is also used to finance the acquisition or development of
properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with investing activities.acquisitions. Continued growth of our rental propertyreal estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.
Certain of our other long-term debt agreements contain customary restrictive covenants related to financial and operating performance as well as certain cross-default provisions. We were in compliance with all financial covenants at June 30, 20182019.
Capital Markets
On June 3, 2019, we filed a shelf registration statement with the SEC, which is effective for a term of three years. The securities covered by this registration statement include common shares, preferred shares, debt securities, depositary shares, warrants, and units. We may periodically offer one of more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplemental, or other offering materials, at the time of any offering.
Additionally, on June 3, 2019, we filed a shelf registration statement with the SEC, which is effective for a term of three years, for our Dividend Reinvestment and Direct Share Purchase Plan (DSPP) which permits the issuance of up to 15,000,000 common shares.
During the six months ended June 30, 2019, we issued an aggregate of 3,098,130 common shares under our DSPP for net proceeds of $236.6 million.
Liquidity Requirements
Short-term liquidity requirements consist primarily of normal recurring corporate operating expenses, debt service requirements and distributions to shareholders. We meet these requirements primarily through cash provided by operating activities. Net cash provided by operating activities was $249.7$209.8 million and $194.6$249.7 million for the six months ended June 30, 20182019 and 2017,2018, respectively. Net cash used by investing activities was $39.0$461.2 million and $348.5$39.0 million for the six months ended June 30, 20182019 and 2017,2018, respectively. Net cash provided by financing activities was $244.8 million for the six months ended June 30, 2019 and net cash used by financing activities was $255.3 million for the six months ended June 30, 2018 and net cash provided by financing activities was $219.8 million for the six months ended June 30, 2017.2018. We anticipate that our cash on hand, cash from operations, funds available under our unsecured revolving credit facility and proceeds from asset dispositions will provide adequate liquidity to meet our financial commitments including to fund our operations, make interest and principal payments on our debt, and allow distributions to our shareholders and avoid corporate level federal income or excise tax in accordance with REIT Internal Revenue Code requirements.
Commitments
As of June 30, 2018,2019, we had an aggregate of approximately $110.8$72.6 million of commitments to fund development projects including 12nine entertainment development projects for which we had commitments to fund approximately $24.7$36.2 million, fivethree recreation development projects for which we had commitments to fund approximately $52.2$24.9 million and sevenfour education development projects for which we had commitments to fund approximately $33.9$11.5 million, of which approximately $99.4$41.2 million is expected to be funded in 2018 andof the remainder isaggregate funding commitments are expected to be funded in 2019. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we can discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
Additionally, as of June 30, 2018, we had a commitment to fund approximately $201.2 million, of which $86.1 million had been funded, to complete an indoor waterpark hotel and adventure park at our casino and resort project in Sullivan County, New York. We are also responsible for the construction of the casino and resort project common infrastructure. In June 2016, the Sullivan County Infrastructure Local Development Corporation issued $110.0 million of Series 2016 Revenue Bonds which is expected to fund a substantial portion of such construction costs. We received reimbursements of $43.4 million and $23.9 million of construction costs during the year ended December 31, 2016 and 2017, respectively. During the six months ended June 30, 2018, we received an additional reimbursement of $6.9 million. Construction of infrastructure improvements is currently expected to be completed in the remainder of 2018.
We have certain commitments related to our mortgage notenotes and notes receivable investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of its direct control. As of June 30, 2018,2019, we had five mortgagethree notes receivable with commitments totaling approximately $18.6$3.0 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
We have provided guarantees of the payment of certain economic development revenue bonds totaling $24.7 million related to two theatres in Louisiana for which we earn a fee at an annual rate of 4.00% over the 30-year terms of the
related bonds. We have recorded $13.3 million as a deferred asset included in other assets and $13.3 million included in other liabilities in the accompanying consolidated balance sheet as of June 30, 2018 related to these guarantees. No amounts have been accrued as a loss contingency related to these guarantees because payment by us is not probable.
In connection with construction of our development projects and related infrastructure, certain public agencies require posting of surety bonds to guarantee that our obligations are satisfied. These bonds expire upon the completion of the improvements or infrastructure. As of June 30, 2018,2019, we had sixfour surety bonds outstanding totaling $22.8$50.7 million. Subsequent to June 30, 2019, one of the surety bonds totaling $20.3 million was released.
Liquidity Analysis
In analyzing our liquidity, we expect that our cash provided by operating activities will meet our normal recurring operating expenses, recurring debt service requirements and distributions to shareholders.
We have no debt payments due until 2022. Our sources of liquidity as of June 30, 20182019 to pay the 20182019 commitments described above include the amount available under our unsecured revolving credit facility of approximately $970.0$760.0 million at June 30, 2018,2019, as well as unrestricted cash on hand of $3.0$6.9 million. Accordingly, while there can be no assurance, we expect that our sources of cash will exceed our existing commitments over the remainder of 2018.2019.
We also believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due, and that we will be able to fund our remaining commitments as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us.
Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is in growing our investment portfolio through the acquisition, development and financing of additional properties. We expect to finance these investments with borrowings under our unsecured revolving credit facility, as well as debt and equity financing alternatives or proceeds from asset dispositions. The availability and terms of any such financing or sales will depend upon market and other conditions. If we borrow the maximum amount available under our unsecured revolving credit facility, there can be no assurance that we will be able to obtain additional investment financing. We may also assume mortgage debt in connection with property acquisitions.
Capital Structure
We believe that our shareholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet as measured primarily by our net debt to adjusted EBITDA ratio (see "Non-GAAP Financial Measures" for definitions). We also seek to maintain conservative interest, fixed charge, debt service coverage and net debt to gross asset ratios.
We expect to maintain our net debt to adjusted EBITDA ratio between 4.6x to 5.6x. Our net debt to adjusted EBITDA ratio was 5.6x5.8x as of June 30, 20182019 (see "Non-GAAP financial measures" for calculation). Because adjusted EBITDA as defined does not include the annualization of adjustments for projects put in service or acquired during the quarter and other items, and net debt includes the debt provided for build-to-suit projects under development that do not have any current EBITDA, we also look at a ratio adjusted for these items. The level of this additional ratio, along with the timing and size of our equity and debt offerings as well as dispositions, may cause us to temporarily operate outside our stated range for the net debt to adjusted EBITDA ratio of 4.6x to 5.6x. At June 30, 2019, our net debt to adjusted EBITDA ratio was slightly in excess of our normal range due to anticipated proceeds related to the repayment in full of mortgage notes receivable with a balance totaling $189.7 million which was received on July 1, 2019. It is anticipated that the September 30, 2019 net debt to adjusted EBITDA ratio will revert to the normal expected range.
Our net debt (see "Non-GAAP Financial Measures" for definition) to gross assets ratio (i.e. net debt to total assets plus accumulated depreciation less cash and cash equivalents) was 44%42% as of June 30, 2018.2019. Our net debt as a percentage of our total market capitalization at June 30, 20182019 was 37%34%. We calculate our total market capitalization of $8.2$9.4 billion by aggregating the following at June 30, 2018:2019:
Common shares outstanding of 74,347,87177,556,003 multiplied by the last reported sales price of our common shares on the NYSE of $64.79$74.59 per share, or $4.8$5.8 billion;
Aggregate liquidation value of our Series C cumulative convertible preferred shares of $135.0$134.9 million;
Aggregate liquidation value of our Series E cumulative convertible preferred shares of $86.2 million;
Aggregate liquidation value of our Series G cumulative redeemable preferred shares of $150.0 million; and
Net debt of $3.0$3.2 billion.
Non-GAAP Financial Measures
Funds From Operations (FFO), Funds From Operations As Adjusted (FFOAA) and Adjusted Funds from Operations (AFFO)
The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from salesdisposition of depreciable operating propertiesreal estate and impairment losses of depreciableon 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. We have calculated FFO for all periods presented in accordance with this definition.
In addition to FFO, we present FFOAA and AFFO. FFOAA is presented by adding to FFO costs (gain) associated with loan refinancing or payoff, net, transaction costs, retirement severance expense, litigation settlement expense, preferred share redemption costs, termination fees associated with tenants' exercises of public charter school buy-out options, impairment of direct financing leases (allowance for lease loss portion) and provision for loan losses and subtracting gain on early extinguishment of debt, gain (loss) on sale of land, gain on insurance recovery and deferred income tax benefit (expense). AFFO is presented by adding to FFOAA 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;net and tenant allowances; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue, and the non-cash portion of mortgage and other financing income.
FFO, FFOAA and AFFO are widely used measures of the operating performance of real estate companies and are provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share, and management provides FFO, FFOAA and AFFO herein because it believes this information is useful to investors in this regard. FFO, FFOAA and AFFO are non-GAAP financial measures. FFO, FFOAA and AFFO do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO, FFOAA and AFFO the same way so comparisons with other REITs may not be meaningful.
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three and six months ended June 30, 20182019 and 20172018 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):
| | | | Three Months Ended June 30, | | Six Months Ended June 30, | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 | 2019 | | 2018 | | 2019 | | 2018 |
| FFO: | | | | | | | | | | | | | | |
| Net income available to common shareholders of EPR Properties | $ | 85,545 |
| | $ | 74,583 |
| | $ | 109,047 |
| | $ | 122,547 |
| $ | 60,560 |
| | $ | 85,545 |
| | $ | 119,875 |
| | $ | 109,047 |
|
| Gain on sale of real estate | (473 | ) | | (25,461 | ) | | (473 | ) | | (27,465 | ) | (9,774 | ) | | (473 | ) | | (16,102 | ) | | (473 | ) |
| Impairment of rental properties | 16,548 |
| | — |
| | 16,548 |
| | — |
| |
| Impairment of direct financing lease - residual value portion (1) | — |
| | 2,897 |
| | — |
| | 2,897 |
| |
| Impairment of real estate investments | | — |
| | 16,548 |
| | — |
| | 16,548 |
|
| Real estate depreciation and amortization | 37,359 |
| | 32,906 |
| | 74,823 |
| | 60,786 |
| 42,098 |
| | 37,359 |
| | 81,612 |
| | 74,823 |
|
| Allocated share of joint venture depreciation | 58 |
| | 54 |
| | 116 |
| | 108 |
| 554 |
| | 58 |
| | 1,109 |
| | 116 |
|
| FFO available to common shareholders of EPR Properties | $ | 139,037 |
| | $ | 84,979 |
| | $ | 200,061 |
| | $ | 158,873 |
| $ | 93,438 |
| | $ | 139,037 |
| | $ | 186,494 |
| | $ | 200,061 |
|
| | | | | | | | | | | | | | | |
| FFO available to common shareholders of EPR Properties | $ | 139,037 |
| | $ | 84,979 |
| | $ | 200,061 |
| | $ | 158,873 |
| $ | 93,438 |
| | $ | 139,037 |
| | $ | 186,494 |
| | $ | 200,061 |
|
| Add: Preferred dividends for Series C preferred shares | 1,940 |
| | 1,941 |
| | 3,880 |
| | 3,882 |
| 1,939 |
| | 1,940 |
| | 3,878 |
| | 3,880 |
|
| Add: Preferred dividends for Series E preferred shares | | 1,939 |
| | — |
| | 3,878 |
| | — |
|
| Diluted FFO available to common shareholders of EPR Properties | $ | 140,977 |
| | $ | 86,920 |
| | $ | 203,941 |
| | $ | 162,755 |
| $ | 97,316 |
| | $ | 140,977 |
| | $ | 194,250 |
| | $ | 203,941 |
|
| FFOAA: | | | | | | | | | | | | | | |
| FFO available to common shareholders of EPR Properties | $ | 139,037 |
| | $ | 84,979 |
| | $ | 200,061 |
| | $ | 158,873 |
| $ | 93,438 |
| | $ | 139,037 |
| | $ | 186,494 |
| | $ | 200,061 |
|
| Costs associated with loan refinancing or payoff | 15 |
| | 9 |
| | 31,958 |
| | 14 |
| — |
| | 15 |
| | — |
| | 31,958 |
|
| Transaction costs | 405 |
| | 218 |
| | 1,014 |
| | 275 |
| 6,923 |
| | 405 |
| | 12,046 |
| | 1,014 |
|
| Litigation settlement expense | 2,090 |
| | — |
| | 2,090 |
| | — |
| — |
| | 2,090 |
| | — |
| | 2,090 |
|
| Termination fee included in gain on sale | — |
| | 3,900 |
| | — |
| | 5,820 |
| 6,533 |
| | — |
| | 11,534 |
| | — |
|
| Impairment of direct financing lease - allowance for lease loss portion (1) | — |
| | 7,298 |
| | — |
| | 7,298 |
| |
| Gain on early extinguishment of debt | — |
| | (977 | ) | | — |
| | (977 | ) | |
| Gain on insurance recovery (included in other income) | — |
| | (606 | ) | | — |
| | (606 | ) | |
| Deferred income tax expense | 235 |
| | 50 |
| | 663 |
| | 684 |
| |
| Deferred income tax (benefit) expense | | (1,675 | ) | | 235 |
| | (2,284 | ) | | 663 |
|
| FFOAA available to common shareholders of EPR Properties | $ | 141,782 |
| | $ | 94,871 |
| | $ | 235,786 |
| | $ | 171,381 |
| $ | 105,219 |
| | $ | 141,782 |
| | $ | 207,790 |
| | $ | 235,786 |
|
| FFOAA available to common shareholders of EPR Properties | $ | 141,782 |
| | $ | 94,871 |
| | $ | 235,786 |
| | $ | 171,381 |
| $ | 105,219 |
| | $ | 141,782 |
| | $ | 207,790 |
| | $ | 235,786 |
|
| Add: Preferred dividends for Series C preferred shares | 1,940 |
| | 1,941 |
| | 3,880 |
| | 3,882 |
| 1,939 |
| | 1,940 |
| | 3,878 |
| | 3,880 |
|
| Add: Preferred dividends for Series E preferred shares | 1,939 |
| | — |
| | 3,878 |
| | — |
| 1,939 |
| | 1,939 |
| | 3,878 |
| | 3,878 |
|
| Diluted FFOAA available to common shareholders of EPR Properties | $ | 145,661 |
| | $ | 96,812 |
| | $ | 243,544 |
| | $ | 175,263 |
| $ | 109,097 |
| | $ | 145,661 |
| | $ | 215,546 |
| | $ | 243,544 |
|
| AFFO: | | | | | | | | | | | | | | |
| FFOAA available to common shareholders of EPR Properties | $ | 141,782 |
| | $ | 94,871 |
| | $ | 235,786 |
| | $ | 171,381 |
| $ | 105,219 |
| | $ | 141,782 |
| | $ | 207,790 |
| | $ | 235,786 |
|
| Non-real estate depreciation and amortization | 223 |
| | 242 |
| | 443 |
| | 439 |
| 257 |
| | 223 |
| | 486 |
| | 443 |
|
| Deferred financing fees amortization | 1,439 |
| | 1,525 |
| | 2,837 |
| | 2,981 |
| 1,517 |
| | 1,439 |
| | 3,019 |
| | 2,837 |
|
| Share-based compensation expense to management and Trustees | 3,817 |
| | 3,503 |
| | 7,608 |
| | 6,961 |
| 3,283 |
| | 3,817 |
| | 6,563 |
| | 7,608 |
|
| Amortization of above and below market leases, net and tenant allowances | (55 | ) | | (31 | ) | | (472 | ) | | 14 |
| (58 | ) | | (55 | ) | | (117 | ) | | (472 | ) |
| Maintenance capital expenditures (2) | (527 | ) | | (1,590 | ) | | (1,225 | ) | | (3,191 | ) | |
| Maintenance capital expenditures (1) | | (510 | ) | | (527 | ) | | (807 | ) | | (1,225 | ) |
| Straight-lined rental revenue | (2,060 | ) | | (4,009 | ) | | (3,934 | ) | | (9,060 | ) | (3,223 | ) | | (2,060 | ) | | (5,637 | ) | | (3,934 | ) |
| Non-cash portion of mortgage and other financing income | (784 | ) | | (901 | ) | | (1,440 | ) | | (1,456 | ) | (1,069 | ) | | (784 | ) | | (2,083 | ) | | (1,440 | ) |
| AFFO available to common shareholders of EPR Properties | $ | 143,835 |
| | $ | 93,610 |
| | $ | 239,603 |
| | $ | 168,069 |
| $ | 105,416 |
| | $ | 143,835 |
| | $ | 209,214 |
| | $ | 239,603 |
|
| | | | | | | | | | | | | | | |
| | | | Three Months Ended June 30, | | Six Months Ended June 30, | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 | 2019 | | 2018 | | 2019 | | 2018 |
| FFO per common share: | | | | | | | | | | | | | | |
| Basic | $ | 1.87 |
| | $ | 1.16 |
| | $ | 2.69 |
| | $ | 2.32 |
| $ | 1.23 |
| | $ | 1.87 |
| | $ | 2.47 |
| | $ | 2.69 |
|
| Diluted | 1.84 |
| | 1.15 |
| | 2.67 |
| | 2.30 |
| 1.22 |
| | 1.84 |
| | 2.45 |
| | 2.67 |
|
| FFOAA per common share: | | | | | | | | | | | | | | |
| Basic | $ | 1.91 |
| | $ | 1.30 |
| | $ | 3.18 |
| | $ | 2.50 |
| $ | 1.38 |
| | $ | 1.91 |
| | $ | 2.75 |
| | $ | 3.18 |
|
| Diluted | 1.87 |
| | 1.29 |
| | 3.12 |
| | 2.48 |
| 1.36 |
| | 1.87 |
| | 2.72 |
| | 3.12 |
|
| Shares used for computation (in thousands): | | | | | | | | | | | | | | |
| Basic | 74,329 |
| | 73,159 |
| | 74,238 |
| | 68,621 |
| 76,164 |
| | 74,329 |
| | 75,426 |
| | 74,238 |
|
| Diluted | 74,365 |
| | 73,225 |
| | 74,273 |
| | 68,689 |
| 76,199 |
| | 74,365 |
| | 75,467 |
| | 74,273 |
|
| | | | | | | | | | | | | | | |
| Weighted average shares outstanding-diluted EPS | 74,365 |
| | 73,225 |
| | 74,273 |
| | 68,689 |
| 76,199 |
| | 74,365 |
| | 75,467 |
| | 74,273 |
|
| Effect of dilutive Series C preferred shares | 2,110 |
| | 2,063 |
| | 2,104 |
| | 2,058 |
| 2,158 |
| | 2,110 |
| | 2,151 |
| | 2,104 |
|
| Adjusted weighted average shares outstanding-diluted Series C | 76,475 |
| | 75,288 |
| | 76,377 |
| | 70,747 |
| 78,357 |
| | 76,475 |
| | 77,618 |
| | 76,377 |
|
| Effect of dilutive Series E preferred shares | 1,604 |
| | — |
| | 1,601 |
| | — |
| 1,628 |
| | 1,604 |
| | 1,625 |
| | 1,601 |
|
| Adjusted weighted average shares outstanding-diluted Series C and Series E | 78,079 |
| | 75,288 |
| | 77,978 |
| | 70,747 |
| 79,985 |
| | 78,079 |
| | 79,243 |
| | 77,978 |
|
| | | | | | | | | | | | | | | |
| Other financial information: | | | | | | | | | | | | | | |
| Dividends per common share | $ | 1.08 |
| | $ | 1.02 |
| | $ | 2.16 |
| | $ | 2.04 |
| $ | 1.125 |
| | $ | 1.080 |
| | $ | 2.250 |
| | $ | 2.160 |
|
| | | | | | | | | |
| |
| (1) | Impairment charges recognized during the three and six months ended June 30, 2017 total $10.2 million and related to our investment in a direct financing lease, net, consisting of $2.9 million related to the residual value portion and $7.3 million related to the allowance for lease loss portion. See Note 7 to the consolidated financial statements in this Quarterly Report on Form 10-Q for further information. |
| |
(2) | Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions. |
The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion which results in the most dilution is included in the computation of per share amounts.
The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO and FFOAA per share for the three and six months ended June 30, 2018 would be dilutive to FFO.2019. Therefore, the additional 2.1 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 per share and diluted FFOAA per share for the three and six months ended June 30, 2019.
The conversion of the 5.75% Series C cumulative convertible preferred shares would be dilutive to FFO per share for the three and six months ended June 30, 2018. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFOAA per share for the three and six months ended June 30, 2018. The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive only to FFOAA per share for the three and six months ended June 30, 2018. Therefore, the additional 2.1 million and 1.6 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 FFOAA per share for the three and six months ended June 30, 2018.
The conversion of the 5.75% Series C cumulative convertible preferred shares would be dilutive to FFO and FFOAA per share for the three and six months ended June 30, 2017. Therefore, the additional 2.1 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 FFOAA per share for the three and six months ended June 30, 2017. 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 FFO and FFOAA per share data for the three and six months ended June 30, 2017.
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. We believe this calculation constitutes a beneficial supplemental non-GAAP financial
disclosure to investors in understanding our financial condition. Our method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
EBITDAre
NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, we calculate EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax expense (benefit), depreciation and amortization, gains and losses from salesdisposition of depreciable operating properties,real estate, impairment losses of depreciableon real estate, costs (gain) associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.
Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. EBITDAre does not represent cash flow 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 cash flows or liquidity as defined by GAAP.
Adjusted EBITDA
Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. We define Adjusted EBITDA as EBITDAre (defined above) excluding gain on insurance recovery, retirement severance expense, litigation settlement expense, impairment of direct financing lease (allowance for lease loss portion), the provision for loan losses, transaction costs and prepayment fees, and which is then multiplied by four to get an annual amount.
Our 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.
Net Debt to Adjusted EBITDA Ratio
Net Debt to Adjusted EBITDA Ratio is a supplemental measure derived from non-GAAP financial measures that we use to evaluate our capital structure and the magnitude of our debt against our operating performance. We believe 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. Our method of calculating Net Debt to Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Reconciliations of debt and net income available to common shareholders (both reported in accordance with GAAP) to Net Debt, EBITDAre, Adjusted EBITDA and Net Debt to Adjusted EBITDA Ratio (each of which is a non-GAAP financial measure) are included in the following tables (unaudited, in thousands):
| | | | June 30, | June 30, |
| | 2018 | | 2017 | 2019 | | 2018 |
| Net Debt: | | | | | | |
| Debt | $ | 2,983,975 |
| | $ | 2,792,920 |
| $ | 3,216,623 |
| | $ | 2,983,975 |
|
| Deferred financing costs, net | 36,020 |
| | 34,086 |
| 31,957 |
| | 36,020 |
|
| Cash and cash equivalents | (3,017 | ) | | (70,872 | ) | (6,927 | ) | | (3,017 | ) |
| Net Debt | $ | 3,016,978 |
| | $ | 2,756,134 |
| $ | 3,241,653 |
| | $ | 3,016,978 |
|
| | | | | | | |
| | Three Months Ended June 30, | Three Months Ended June 30, |
| | 2018 | | 2017 | 2019 | | 2018 |
| EBITDAre and Adjusted EBITDA: | | | | | | |
| Net income | $ | 91,581 |
| | $ | 80,535 |
| $ | 66,594 |
| | $ | 91,581 |
|
| Interest expense, net | 34,079 |
| | 32,967 |
| 36,278 |
| | 34,079 |
|
| Income tax expense | 642 |
| | 475 |
| |
| Income tax (benefit) expense | | (1,300 | ) | | 642 |
|
| Depreciation and amortization | 37,582 |
| | 33,148 |
| 42,355 |
| | 37,582 |
|
| Gain on sale of real estate | (473 | ) | | (25,461 | ) | (9,774 | ) | | (473 | ) |
| Impairment of rental properties | 16,548 |
| | — |
| |
| Impairment of direct financing lease - residual value portion (1) | — |
| | 2,897 |
| |
| Impairment of real estate investments | | — |
| | 16,548 |
|
| Costs associated with loan refinancing or payoff | 15 |
| | 9 |
| — |
| | 15 |
|
| Gain on early extinguishment of debt | — |
| | (977 | ) | |
| Equity in loss (income) from joint ventures | 88 |
| | (59 | ) | |
| Equity in (income) loss from joint ventures | | (470 | ) | | 88 |
|
| EBITDAre (for the quarter) | $ | 180,062 |
| | $ | 123,534 |
| $ | 133,683 |
| | $ | 180,062 |
|
| | | | | | | |
| Gain on insurance recovery (2) | — |
| | (606 | ) | |
| Litigation settlement expense | 2,090 |
| | — |
| — |
| | 2,090 |
|
| Impairment of direct financing lease - allowance for lease loss portion (1) | — |
| | 7,298 |
| |
| Transaction costs | 405 |
| | 218 |
| 6,923 |
| | 405 |
|
| Prepayment fees | (47,293 | ) | | — |
| — |
| | (47,293 | ) |
| Adjusted EBITDA (for the quarter) | $ | 135,264 |
| | $ | 130,444 |
| $ | 140,606 |
| | $ | 135,264 |
|
| | | | | | | |
| Adjusted EBITDA (3) | $ | 541,056 |
| | $ | 521,776 |
| |
| Adjusted EBITDA (1) | | $ | 562,424 |
| | $ | 541,056 |
|
| | | | | | | |
| Net Debt/Adjusted EBITDA Ratio | 5.6 |
| | 5.3 |
| 5.8 |
| | 5.6 |
|
| | | | | | | |
| (1) Impairment charges recognized during the six months ended June 30, 2017 total $10.2 million and related to our investment in a direct financing lease, net, consisting of $2.9 million related to the residual value portion and $7.3 million related to the allowance for lease loss portion. See Note 7 to the consolidated financial statements in this Quarterly Report on Form 10-Q for further information. | |
| (2) Included in other income in the accompanying consolidated statements of income. Other income includes the following: | |
| | Three Months Ended June 30, | |
| | 2018 | | 2017 | |
| Income from settlement of foreign currency swap contracts | $ | 621 |
| | $ | 697 |
| |
| Gain on insurance recovery | — |
| | 606 |
| |
| Miscellaneous income | 25 |
| | 1 |
| |
| Other income | $ | 646 |
| | $ | 1,304 |
| |
| | | | | |
(3)(1) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of rental propertiesreal estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in a direct financing leases, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total investments to total assets (computed in accordance with GAAP) is included in the following table (unaudited, in thousands): | | | | June 30, 2018 | | December 31, 2017 | June 30, 2019 | | December 31, 2018 |
| Total Investments: | | | | | | |
| Rental properties, net of accumulated depreciation | $ | 4,853,188 |
| | $ | 4,604,231 |
| |
| Add back accumulated depreciation on rental properties | 810,604 |
| | 741,334 |
| |
| Real estate investments, net of accumulated depreciation | | $ | 5,598,246 |
| | $ | 5,024,057 |
|
| Add back accumulated depreciation on real estate investments | | 954,806 |
| | 883,174 |
|
| Land held for development | 31,076 |
| | 33,692 |
| 28,080 |
| | 34,177 |
|
| Property under development | 268,090 |
| | 257,629 |
| 80,695 |
| | 287,546 |
|
| Mortgage notes and related accrued interest receivable | 641,428 |
| | 970,749 |
| 550,131 |
| | 517,467 |
|
| Investment in direct financing leases, net | 58,305 |
| | 57,903 |
| 20,675 |
| | 20,558 |
|
| Investment in joint ventures | 4,999 |
| | 5,602 |
| 35,658 |
| | 34,486 |
|
Intangible assets, gross(1) | 46,332 |
| | 35,209 |
| 52,932 |
| | 51,414 |
|
Notes receivable and related accrued interest receivable, net(1) | 5,321 |
| | 5,083 |
| 11,061 |
| | 5,445 |
|
| Total investments | $ | 6,719,343 |
| | $ | 6,711,432 |
| $ | 7,332,284 |
| | $ | 6,858,324 |
|
| | | | | | | |
| Total investments | $ | 6,719,343 |
| | $ | 6,711,432 |
| $ | 7,332,284 |
| | $ | 6,858,324 |
|
| Cash and cash equivalents | 3,017 |
| | 41,917 |
| 6,927 |
| | 5,872 |
|
| Restricted cash | 11,283 |
| | 17,069 |
| 5,010 |
| | 12,635 |
|
| Account receivable, net | 97,804 |
| | 93,693 |
| |
| Less: accumulated depreciation on rental properties | (810,604 | ) | | (741,334 | ) | |
| Less: accumulated amortization on intangible assets | (7,386 | ) | | (6,340 | ) | |
| Prepaid expenses and other current assets | 90,767 |
| | 75,056 |
| |
| Operating lease right-of-use assets | | 220,758 |
| | — |
|
| Account receivable | | 108,433 |
| | 98,369 |
|
| Less: accumulated depreciation on real estate investments | | (954,806 | ) | | (883,174 | ) |
Less: accumulated amortization on intangible assets(1) | | (10,932 | ) | | (8,923 | ) |
Prepaid expenses and other current assets(1) | | 38,981 |
| | 48,287 |
|
| Total assets | $ | 6,104,224 |
| | $ | 6,191,493 |
| $ | 6,746,655 |
| | $ | 6,131,390 |
|
| | | | | | | |
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets includes the following: | (1) Included in other assets in the accompanying consolidated balance sheet. Other assets includes the following: | (1) Included in other assets in the accompanying consolidated balance sheet. Other assets includes the following: |
| | | | | | | |
| | June 30, 2018 | | December 31, 2017 | June 30, 2019 | | December 31, 2018 |
| Intangible assets, gross | $ | 46,332 |
| | $ | 35,209 |
| $ | 52,932 |
| | $ | 51,414 |
|
| Less: accumulated amortization on intangible assets | (7,386 | ) | | (6,340 | ) | (10,932 | ) | | (8,923 | ) |
| Notes receivable and related accrued interest receivable, net | 5,321 |
| | 5,083 |
| 11,061 |
| | 5,445 |
|
| Prepaid expenses and other current assets | 90,767 |
| | 75,056 |
| 38,981 |
| | 48,287 |
|
| Total other assets | $ | 135,034 |
| | $ | 109,008 |
| $ | 92,042 |
| | $ | 96,223 |
|
Impact of Recently Issued Accounting Standards
See Note 2 to the consolidated financial statementsConsolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information on the impact of recently issued accounting standards on our business.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, primarily relating to potential losses due to changes in interest rates and foreign currency exchange rates. We seek to mitigate the effects of fluctuations in interest rates by matching the term of new investments with new long-term fixed rate borrowings whenever possible. As of June 30, 2018,2019, we had a $1.0 billion unsecured revolving credit facility with a $30.0$240.0 million outstanding balance and $25.0$43.6 million in bonds, all of which bear interest at a floating rate. We also had a $400.0 million unsecured term loan facility that bears interest at a floating rate based on LIBOR. LIBOR but which has been fixed through interest rate swap agreements as discussed above under "Liquidity and Capital Resources."
As of June 30, 2018,2019, we had a 65% investment interest in two unconsolidated real estate joint ventures related to two recreation anchored lodging properties located in St. Petersburg Beach, Florida. At June 30, 2019, the joint venture had an $85.0 million secured mortgage loan with an outstanding balance of $61.2 million. The mortgage loan bears interest at an annual rate equal to the greater of 6.00% or LIBOR plus 3.75%. On March 28, 2019, the joint venture entered into an interest rate swap agreementscap agreement to fixlimit the variable portion of the interest rate (LIBOR) on this note at 2.64% on $300.0 million of this LIBOR-based debt3.0% from July 6, 2017March 28, 2019 to April 5, 2019. Additionally, as of June 30, 2018, we had three interest rate swap agreements to fix the interest rate at 3.15% on $50.0 million of this LIBOR-based debt from November 6, 2017 to April 5, 2019 and on $350.0 million of this LIBOR-based debt from April 6, 2019 to February 7, 2022.1, 2023.
We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings are subject to contractual agreements or mortgages which limit the amount of indebtedness we may incur. Accordingly, if we are unable to raise additional equity or borrow money due to these limitations, our ability to make additional real estate investments may be limited.
We are exposed to foreign currency risk against our functional currency, the U.S. dollar, on our four Canadian properties and the rents received from tenants of the properties are payable in CAD. To mitigate our foreign currency risk in future periods on these Canadian properties, we entered into a cross currency swaps with a fixed original notional value of $100.0 million CAD and $98.1 million U.S. The net effect of these swaps was to lock in an exchange rate of $1.05 CAD per U.S. dollar on approximately $13.5 million of annual CAD denominated cash flows on the properties through June 2018. There was no initial or final exchange of the notional amounts on these swaps. These foreign currency derivatives hedged a significant portion of our expected CAD denominated FFO of these four Canadian properties through June 2018 as their impact on our reported FFO when settled moved in the opposite direction of the exchange rates used to translate revenues and expenses of these properties. Additionally, on August 30, 2017, we entered into a cross-currency swap that became effective July 1, 2018 with a fixed original notional value of $100.0 million CAD and $79.5 million U.S. The net effect of these swaps isthis swap was to lock in an exchange rate of $1.26 CAD per U.S. dollar on approximately $13.5 million of annual CAD denominated cash flows on the properties through June 2020. There was no initial or final exchange of the notional amounts on this swap. These foreign currency derivatives should hedge a significant portion of our expected CAD denominated FFO of these four Canadian properties through June 2020 as their impact on our reported FFO when settled moved in the opposite direction of the exchange rates used to translate revenues and expenses of these properties.
In order to also hedge our net investment on the four Canadian properties, we entered into a forward contract with a fixed notional amount of $100.0 million CAD and $94.3 million U.S. with a July 2018 settlement date. The exchange rate of this forward contract was approximately $1.06 CAD per U.S. dollar. Additionally, the Company entered into another forward contracttwo fixed-to-fixed cross-currency swaps, with a fixed notional value of $100.0$200.0 million CADCAD. These investments became effective on July 1, 2018, mature on July 1, 2023 and $88.1 million U.S. with a July 2018 settlement date. The exchange rate of this forward contract was approximately $1.13 CAD per U.S. dollar.
On June 29, 2018, we de-designated these CAD to USD currency forward agreements in conjunction with entering into new agreements, described below, effectively terminating the currency forward agreements. These contracts were previously designated as net investment hedges. Subsequent to June 30, 2018, we received $30.8 million of cash in connection with the settlement of the CAD to USD currency forward agreements. The corresponding change in value of the forward contracts for the period from inception through settlement of $30.8 million will be reported in AOCI and will be reclassified into earnings upon a sale or complete or substantially complete liquidation of our investment in our four Canadian properties.
Additionally, on June 29, 2018, we entered into two cross-currency swaps,are designated as net investment hedges that became effective July 1, 2018 with a total fixed notional value of our Canadian net investments. The net effect of this hedge is to lock in an exchange rate of $1.32 CAD per U.S. dollar on $200.0 million CAD and $151.6 million USD withof our foreign net investments. The cross-currency swaps also have a maturity date of July 1, 2023. Includedmonthly settlement feature locked in this net investment hedge, we locked inat an exchange rate of $1.32 CAD per USD on approximately $4.5 million of additionalCAD annual CAD denominated cash flows, on the properties through July 1, 2023.net effect of which is an excluded component from the effectiveness testing of this hedge.
For foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives are reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.
See Note 10 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on our derivative financial instruments and hedging activities.
Item 4.Controls and Procedures
Evaluation of disclosures controls and procedures
As of June 30, 2018,2019, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the effectiveness of controls
Our disclosure controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusions of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.
Change in internal controls
Effective January 1, 2018,2019, we adopted ASC 606 Revenue from Contracts with Customer and ASC 610-20 Other Income: Gains and Losses from the Derecognition of Nonfinancial Assets842 Leases. Except for the enhancements to the Company's internal control over financial reporting in relation to our adoption of these standards,this standard, there have not been any changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Resort Project in Sullivan County, New York
The Cappelli Group commenced litigation against the Company beginning in 2011 regarding matters relatingWe are subject to the acquisition of that propertycertain claims and our relationship with Empire Resorts, Inc. and certain of its subsidiaries. This litigation involved three separate cases filed in state and federal court. Two of the cases, a state and the federal case, were previously closed and resulted in no liability to the Company.
The remaining case was filed on October 20, 2011 by the Cappelli Group against the Company and two of its affiliateslawsuits in the Supreme Courtordinary course of business, the Stateoutcome of New York, Countywhich cannot be determined at this time. In the opinion of Westchester (the "Westchester Action"), assertingmanagement, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a claim for breachmaterial adverse effect on our consolidated financial position or results of contract and the implied covenant of good faith, and seeking damages of at least $800 million, based on allegations that the Company had breached a casino development agreement dated June 18, 2010. On June 29, 2018, the Company entered into a settlement agreement with the Cappelli Group whereby each of the parties fully settled alloperations.
disputes between and among them. The terms of the settlement agreement include, among other terms, the Company’s payment of $2 million to the Cappelli Group, the mutual release of all parties, and the dismissal of the Westchester Action with prejudice.
Early Childhood Education Tenant
During 2017, CLA's cash flow was negatively impacted by challenges brought on by its rapid expansion and related ramp up to stabilization and by adverse weather conditions in Texas during the third quarter of 2017. As a result, CLA initiated negotiations with the Company and other landlords regarding a potential restructuring. Although negotiations are on-going and progress has been made toward a restructuring. However, CLA did not secure the investments necessary to accomplish the restructuring. As a result, the Company sent CLA notices of lease termination on October 12, 2017 for the following CLA properties: (i) Broomfield, Colorado, (ii) Ashburn, Virginia, (iii) West Chester, Ohio, (iv) Chanhassen, Minnesota, (v) Ellisville, Missouri, (vi) Farm Road-Las Vegas, Nevada, (vii) Fishers, Indiana, (viii) Tredyffrin, Pennsylvania, and (ix) Westerville, Ohio.
On December 18, 2017, ten subsidiaries (the "CLA Debtors") of CLAChildren's Learning Adventure USA, LLC ("CLA" or "CLA Parent") filed separate voluntary petitions for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the District of Arizona ("Court") (Jointly Administered under Case No. 2:17-bk-14851-BMW). The CLA Debtors in those cases consist of CLA Properties SPE, LLC, CLA Maple Grove, LLC, CLA Carmel, LLC, CLA West Chester, LLC, CLA One Loudoun, LLC, LLC, CLA Fishers, LLC, CLA Chanhassen, LLC, CLA Ellisville, LLC, CLA Farm, LLC, and CLA Westerville, LLC. CLA Parent has not filed a petition for bankruptcy. The CLA Debtors include each of the Company's direct or indirect tenants on 24 out of the Company's 25 CLA properties, including 21 operating properties, two partially completed properties and one unimproved land parcel.
The only CLA tenant unaffected by the bankruptcy is CLA King of Prussia, LLC, which is the CLA tenant entity for an unimproved land parcel located in Tredyffrin, Pennsylvania. This property was one of the two properties sold in February 2019 as further discussed below. It is the Company's understanding that the CLA Debtors filed bankruptcy petitions to stay the termination of the remaining CLA leases and delay the eviction process.
On January 8, 2018, the Company filed with the Court (i) motions seeking rent for the post-petition period beginning on December 18, 2017, and (ii) motions seeking relief from the automatic stay seeking the right to terminate the remaining leases and evict the CLA Debtors from the properties. On March 14, 2018, CLA Parent, the CLA PartiesDebtors and certain other CLA subsidiaries (collectively, the "CLA Parties") and the Company entered into a Stipulation providing that (a) the CLA Parties willwould pay monthly rent for the months of March April, May, June andthrough July in the amounts2018 for an aggregate total of $750 thousand, $750 thousand, $750 thousand, $1.0$4.3 million, and $1.0 million, respectively, (b) resolution of restructuring of the leases between the Company and the CLA Parties willwould be concluded no later than July 31, 2018 (the Forbearance Period)"Forbearance Period"), (c) relief from stay iswould be granted with respect to the Company’s properties as needed to implement the Stipulation, (d) the parties willwould not commence or prosecute litigation against any other party during the Forbearance Period, and (e) the deadline for any motion by the CLA Debtors to assume or reject the leases under the U.S. Bankruptcy Code waswould be extended to July 31, 2018. On May 7, 2018, the Court entered an order approving the Stipulation. The CLA Parties have made all of the required rent payments since entering intorequired by the Stipulation.
InThe CLA Debtors did not assume the leases by July 31, 2018, and the Company entered into a new lease agreement with CLA Parent related to the 21 operating properties which replacesreplaced the prior lease arrangements and providescontinued on a month-to-month basis. The lease agreement provided for a one-month term formonthly rent of $1.0 million expiring on August 31, 2018.plus approximately $170 thousand for pro-rata property taxes. The Company may agree to extend this lease, in its sole discretion, if the Company believes CLA is making adequate progress towards a satisfactory restructuring. If the new lease is not extended, CLA will be required to expeditiously vacate these properties, in which case the Company intends to lease some or all of the 21 schools to other operators. CLA also agreed to relinquishParties relinquished control of the four properties that were still under development as the Company no longer intendsintended to develop these properties. Two of these properties were sold in February 2019.
In February 2019, the CLA Parties and the Company entered into agreements (collectively, the "PSA") providing for the purchase and sale of certain assets associated with the businesses located at the 21 operating CLA properties whereby the Company could nominate a third party operator to take an assignment and transfer of such assets from the CLA Parties and receive certain beneficial rights under various related ancillary agreements. Consideration provided by the Company for the asset transfers would include the release of past due rent obligations, previously fully reserved by the Company, and additional consideration of approximately $15.0 million which includes approximately $3.5 million for equipment used in the operations of the Company's schools. The CLA Parties agreed to surrender possession of any of those properties that have not been transferred to a replacement operator prior to March 31, 2020 and agreed to continue leasing and operating each of the 21 properties for an aggregate of approximately $1.0 million per month of minimum rent until the transfer of each property to the Company’s replacement tenant or surrender of the property.
Additionally, in February 2019, the Company entered into new leases of all 21 operating CLA properties with Crème de la Crème ("Crème"), a national early childhood education operator. These leases are contingent upon the Company delivering possession of the properties and include different financial terms based on whether or not the CLA Parties deliver Crème the assets associated with the in-place operations of the school. The leases have 20-year terms that commence upon Crème beginning operations of the schools. Additionally, Crème and the Company each have early termination rights based on school level economic performance.
On February 27, 2019, CLA filed a motion with the Court seeking authorization of the sale of assets as required by the PSA. A condition to the parties’ obligations under the PSA was the Court’s approval of the motion. The Court held a hearing regarding such approval on April 10, 2019. At the hearing, the Court did not rule on the motion based upon objections from another landlord of CLA. To mitigate the risk that CLA Parent would file for bankruptcy protection and delay our transfer of the properties to Crème, the Company terminated the PSA on April 11, 2019. However, the lease of the properties to CLA Parent was not terminated and is expected to continue while each property is operated by it.
The Company and CLA Parent have subsequently undertaken a process that provides for the continuation of the lease to CLA Parent and the transfer of the properties one at a time to Crème as it receives the necessary licenses and permits for each property. The terms for such transfers have been and are expected to continue to be similar to those contained
in the PSA, except that the CLA Debtors are not involved. The Company has determined that the exclusion of any assets held by the CLA Debtors would not be material to the transfer of the operations of the properties to Crème. During the three months ended June 30, 2019, CLA Parent transferred four of the properties to Crème and during July 2019 three additional properties were transferred to Crème. Crème is currently operating these seven transferred properties under the leases with the Company described above.
CLA Parent continues to negotiatecooperate with third parties regardingCrème by providing access to facilities, staff and information. With this assistance, Crème has made substantial progress with its license applications and preparations to begin operating the remaining schools. This process must be undertaken on a restructuring that would permit CLAstate-by-state basis and is expected to continue operationbe substantially complete before the end of the CLA properties. In addition, the Company is actively pursuing other alternatives for these properties, including replacement tenants and operators.2019. There can be no assurancesassurance that Crème will timely obtain necessary licenses and permits, and therefore there can be no assurance as to the ultimate outcome of the contemplated transaction or whether some or all of the remaining properties will be transferred to Crème with in-place operations. In addition, there can be no assurance that CLA Parent will continue to cooperate with Crème and provide access to personnel and information needed to acquire the operations of the properties. If the Company is unable to transfer the properties to Crème with in-place operations, the Company intends to take possession of the properties and transfer them without operations. If some or all of the schools are not transferred to Crème with in-place operations, there will be a delay in re-opening such actions or the Company's pursuit of its legal remedies with respect to the CLA properties.schools and a corresponding reduction in near term rents from Crème.
Item 1A. Risk Factors
There have been no material changes to the risk factors associated with our business previously disclosed in Item 1A - "Risk Factors" in 2017our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as supplemented by our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
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| | | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
| April 1 through April 30, 2018 common stock | | — |
| | | $ | — |
| | — |
| | $ | — |
|
| May 1 through May 31, 2018 common stock | | — |
| | | — |
| | — |
| | — |
|
| June 1 through June 30, 2018 common stock | | 2,644 |
| (1) | | 63.95 |
| | — |
| | — |
|
| Total | | 2,644 |
| | | $ | 63.95 |
| | — |
| | $ | — |
|
| | | | | | | | | | |
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| | | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
| April 1 through April 30, 2019 common shares | | — |
| | | $ | — |
| | — |
| | $ | — |
|
| May 1 through May 31, 2019 common shares | | — |
| | | — |
| | — |
| | — |
|
| June 1 through June 30, 2019 common shares | | 789 |
| (1) | | 79.71 |
| | — |
| | — |
|
| | | | | | | | | | |
| Total | | 789 |
| | | $ | 79.71 |
| | — |
| | $ | — |
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(1) The repurchaserepurchases of equity securities during June 20182019 was completed in conjunction with employee stock option exercises. These repurchases were not made pursuant to a publicly announced plan or program.
Item 3. Defaults Upon Senior Securities
There were no reportable events during the quarter ended June 30, 20182019.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
There were no reportable events during the quarter ended June 30, 20182019.
Item 6. Exhibits
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| Composite of Amended and Restated DeclarationBylaws of Trust of the CompanyEPR Properties (inclusive of all amendments through June 1, 2018)May 30, 2019), is attached hereto as Exhibit 3.1.
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| Indenture, dated April 16, 2018, between the Company and UMB Bank, n.a., as trustee, which is attached as Exhibit 4.13.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 16, 2018,May 30, 2019, is hereby incorporated by reference as Exhibit 4.1.
3.1. |
| Form of 4.950% Senior Note due 2028 (included as Exhibit A to Exhibit 4.1 above). |
| EPR Properties Employee Severance Plan (as amended June 1, 2018), is attached hereto as Exhibit 10.1. |
| Computation of Ratio of Earnings to Fixed Charges is attached hereto as Exhibit 12.1. |
| Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends is attached hereto as Exhibit 12.2. |
| Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.1. |
| Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.2. |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1. |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2. |
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema |
| 101.CAL* | Inline XBRL Extension Calculation Linkbase |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | EPR Properties |
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| Dated: | July 31, 2018August 1, 2019 | By | | /s/ Gregory K. Silvers |
| | | | | Gregory K. Silvers, President and Chief Executive Officer (Principal Executive Officer) |
| | | | |
| Dated: | July 31, 2018August 1, 2019 | By | | /s/ Tonya L. Mater |
| | | | | Tonya L. Mater, Vice President and Chief Accounting Officer (Principal Accounting Officer) |