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spk06: Good morning, ladies and gentlemen, and welcome to the Q2 2021 EPR Properties Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. If anyone should require assistance during the conference, please press star, then zero on your touchtone telephone. As a reminder, this conference call is being recorded. I would now like to turn the conference over to your host, Brian Moriarty, VP of Corporate Communications.
spk05: Great. Thank you. Hi, everybody, and welcome. Thanks for joining us today for our second quarter 2021 earnings call and webcast. Participants on today's call are Greg Silvers, President and CEO, Greg Zimmerman, Executive Vice President and CIO, and Mark Peterson, Executive Vice President and CFO. I'll start the call by informing you that this call may include questions Forward-looking statements as defined by the Private Securities Litigation Act of 1995, identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate, or other comparable terms. The company's actual financial condition and the results of the operations may vary materially from those contemplated by such forward-looking statements. Discussion of these factors that could cause results to differ materially from these forward-looking statements are contained in the company's SEC filings, including the company's reports on Form 10-K and 10-Q. Additionally, this call will contain references to certain non-GAAP measures, which we believe are useful in evaluating the company's performance. A reconciliation of these measures to the most directly comparable GAAP measures are included in today's earnings release and supplemental information furnished to the SEC under Form 8-K. If you wish to follow along today's earnings release, supplemental and earnings call presentation are all available on the Investor Center page of the company's website, www.eprkc.com. Now I'll turn the call over to the company's president and CEO, Greg Silvers.
spk10: Thank you, Brian. Good morning, everyone, and thank you for joining us on today's second quarter 2021 earnings call and webcast. During the quarter, we continued to make significant strides as we announced that cash collection levels exceeded the high end of our guidance and that nearly all of our properties are open. Fueled by these strong fundamentals, we achieved a critical milestone as subsequent to quarter end, we announced the early termination of our covenant relief period. Importantly, this milestone is a turning point to allow us to return value to shareholders and pursue external growth. I'm also pleased to have announced the resumption of our monthly dividend to common shareholders, which we anticipate continuing to increase alongside earnings growth over time. I'm very thankful to our employees, partners, and shareholders who have supported our efforts in achieving this milestone and in navigating these unprecedented times. Throughout the U.S., we're seeing consumers driving the experiential recovery. Having been cloistered in their homes for months, consumers have an even greater appreciation for the experiences that our properties offer. As we've stated consistently, consumer demand has not been an issue. This has most recently been highlighted by the response of the movie-going public, as delayed releases have finally begun to come to theaters. Even with certain same-day in-home streaming alternatives, we continue to see new post-pandemic box office records. We've also seen strong performance across our non-theater portfolio, with several tenants outpacing 2019 levels. While we recognize that we're still in a fluid environment, we believe the experience economy has proven to be increasingly important to consumers, and we remain highly confident in our central thesis of investing in properties which support this economy. Additionally, we believe that high-performing properties will remain strong as lower-performing locations potentially close and customers are displaced. Upon achieving our goals of exiting the covenant relief and resuming our dividend, we are now focused on deploying our capital, increasing our earnings, and growing our dividend. Lastly, we are restarting our annual earnings guidance, which will provide greater clarity of our conviction for the year. Now, I'll turn the call over to Greg Zimmerman to discuss the business in greater detail.
spk09: Greg Zimmerman Thanks, Greg. At the end of the second quarter, our total investments were approximately $6.5 billion, with 357 properties in service and 95 percent occupied. During the quarter, our investment spending was $16.5 million, bringing the total investment for the first half of the year to $68.6 million, in each case entirely in our experiential portfolio. The spending included build-to-suit development and redevelopment projects. Our experiential portfolio comprises 283 properties with 42 operators and accounts for 91% of our total investments, or approximately $5.9 billion of the $6.5 billion. We have four properties under development. Our education portfolio comprises 74 properties with eight operators and at the end of the quarter was 100% occupied. Now I'll update you on the operating status of our tenants, our deferral agreements, and rent payment timelines. 99% of EPR's theaters were open as of July 26th. Based on relaxation of provincial restrictions, our four theaters in Canada reopened at reduced capacity in mid-July. We continue to operate two theaters through a third-party manager in Columbus, Ohio, and Champaign, Illinois. In Q1, I noted we had five unleased theaters which were vacant, but which we plan to release, none of which were operated by major exhibitors. I'm pleased to report that we have executed leases for all five theaters, and we anticipate they will reopen this year. All of our theaters, which will continue as cinemas, are leased. As previously reported, we have recaptured six theaters which we are marketing for sale, including two with executed contracts. Starting in March, As the country began returning to normal, studios released more and better film product, and month-over-month box office began to improve. March's $114 million box office gross was the first time box office exceeded $100 million in a month since March 2020. Box office jumped to $190 million during April and increased again to $209 million for May. Driven by A Quiet Place Part II and F9, June box office vaulted to $399 million. We anticipate July's box office will finish the month over $500 million, a 25% increase over June. Just as important, the growth is driven by tent poles together with the solid performance of smaller films. As of the past weekend, year-to-date box office growth exceeds $1.5 billion versus $2.1 billion for all of 2020. We are excited by the positive trend of month-over-month box office growth. We expect this momentum to continue. The film slate for the remainder of the year is very strong since Hollywood delayed the release of many tentpole titles to capture greater theatrical box office growth as the country recovered. Disney's Jungle Cruise this weekend is an example of a highly anticipated title which had its release date delayed until theatrical exhibition began its recovery from the pandemic. Jungle Cruise will be released simultaneously on Disney Plus Premier Access Premium Video On Demand and is, as of now, the last film Disney has announced that will be simultaneously released to PBOD. The slate for the remainder of the year includes The Suicide Squad, Free Guy, Shang-Chi and the Legend of the Ten Rings, Venom, Let There Be Carnage, Dune, No Time to Die, Eternals, Ghostbusters Afterlife, Top Gun Maverick, Spider-Man No Way Home, The King's Man, and Matrix 4. Disney's Marvel Studios' Black Widow was released on July 9th simultaneously in theaters and on Disney Plus Premier Access PVOD. In its opening weekend, it grossed $80 million, which approached pre-pandemic attendance levels and exceeded F9's opening weekend by $10 million. Disney reported that Black Widow grossed an additional $60 million worldwide on opening weekend through Disney Plus Premier Access PVOD. Through this past weekend, after 17 days in theaters, Black Widow has grossed $155 million, which is a robust number. For the remainder of the year, Disney is employing varying release strategies. As noted, Jungle Cruise will be simultaneously released in theaters and on Disney Plus Premier Access PVOD. The other two Marvel Studios releases, Shang-Chi and The Legend of the Ten Rings and Eternals, are currently scheduled for theatrical release only before availability on Disney+. Likewise, The King's Man is also currently scheduled for theatrical release only before availability on Disney+. Black Widow's results and Disney's evaluation of multiple strategies underscore a couple of points. First, Why theatrical release continues to be an essential element for studios to drive revenue. And second, studios will continue to experiment with Windows, PVOD, and streaming as they seek to optimize their revenues. But in all cases, theatrical exhibition remains an important element. As box office recovers theaters with amenities, recliners, premium large format screens, including IMAX, and enhanced food and beverage, including alcohol offerings, are demonstrably outperforming theaters with limited amenities. This trend is true for our portfolio. We own 3 percent of the theaters but produce 8 percent of the box office, and 96 percent of EPR theaters are in the top 50 percent of theaters. It has become clearer and clearer that the investments we've made over the past several years to add amenities to our theaters are driving results. Nearly 60% of our theaters have one or more houses with recliner seating. Nearly 60% of our theaters have at least one premium large format screen. And nearly 80% of our theaters have either enhanced food and beverage and or alcohol. Our cinema portfolio is well positioned to outperform. Turning now to an update on our other major customer groups. 100% of our non-theater operators and 100% of our education portfolio are now open. Our seasonable businesses are closed in the normal course. We are seeing continued positive performance across all segments of our drive-to, value-oriented destinations. Ski attendance was 2% ahead of three-year averages, and revenues were down only slightly, reflecting restrictions on food and beverage in many locations. Perhaps more important, we saw an increase in new skiers, which bodes well for an expanding customer base. We are seeing excellent performance across Eaton Play with attendance at or above 2019 levels. We are very pleased with the performance of the new Topgolf San Jose, which we acquired in May. Our fifth Andretti Karting location in Beaufort, Georgia, opened in May and is also performing well. We expect demand to remain robust throughout the summer. We are seeing strong pent-up demand across our attractions and cultural holdings and expect the trend to continue throughout the summer. Several of our attractions are significantly ahead of 2019 attendance levels. We are also seeing high demand in our experiential lodging portfolio and, again, expect the trend will continue throughout the summer. The Cartwright Resort and Indoor Water Park reopened on July 1st. The renovation of the Bellwether Beach Hotel in St. Petersburg was substantially completed in the quarter, joining the renovated Beachcomber Beach Resort. Our award-winning Margaritaville Nashville Hotel will benefit from the inaugural Big Machine Music City Grand Prix IndyCar Race in downtown Nashville in early August. Finally, our beautiful, brand-new Camp Margaritaville RV Resort and Lodge in Pigeon Forge opened in June. Our education portfolio continues to perform well. Our primary capital recycling activity continues to be in theaters. In Q2, we sold one theater property for net proceeds of $14.9 million and recognized a gain on sale of half a million dollars. We're pleased with our progress in disposing vacant theaters. Since Q2 2020, we have sold four theaters and have executed contracts for two more. As I noted above, we are marketing the remaining four. After a challenging 16 months, we are excited about the prospect of returning to growth. Our investment professionals are back on the road and looking at new opportunities in all of our experiential categories other than theaters. Finally, I want to update you on the status of our cash collections and deferral agreements. Cash collections continue their upward trajectory. Tenants and borrowers paid 85 percent of contractual cash revenue for the second quarter. including approximately $1 million in deferred rent from cash basis tenants and from tenants for which the deferred payments were not previously recognized as revenue. In addition, year to date through July 26, collections of deferred rent and interest from accrual basis tenants totaled $48.9 million. Customers representing substantially all of our contractual cash revenue, which includes each of our top 20 customers, are either paying their contract rent or interest or have a deferral agreement in place. In those deferral agreements, we have granted approximately 5% of permanent rent and interest payment reductions. Mark will provide additional color on revenue recognition and cash collections for the second quarter and the remainder of the year. We are excited by the prospect of each metric approaching 100% by the fourth quarter. I now turn it over to him for a discussion of the financials. Thank you, Greg.
spk03: Today I will discuss our financial performance for the quarter, provide an update on our balance sheet and strong liquidity position, and close by introducing 2021 guidance. FFO is adjusted for the quarter with 68 cents per share versus 41 cents in the prior year, and AFFO for the quarter was 71 cents per share compared to 44 cents in the prior year. Total revenue for the quarter was $125.4 million versus $106.4 million in the prior year. This increase was due primarily to improved collections and revenue from certain tenants, which continue to be recognized on a cash basis. I'll have more on collections later in my comments. Additionally, scheduled rent increases as well as acquisitions and developments completed over the past year contributed to the increase. This increase was partially offset by property dispositions and to a lesser degree an increase in vacancies. Percentage rents for the quarter totaled $2 million versus $1.5 million in the prior year. This increase related to higher percentage rents from an early education tenant due to a restructured agreement and was partially offset by the disposition of certain private schools in December of 2020. I would like to point out, as I did last quarter, that we are defining percentage rents here as amounts due above base rents and not payments in lieu of base rent based on a percentage of revenue. During the quarter, we reduced our allowance for credit loss on our mortgage notes and notes receivable, which resulted in a credit loss benefit of $2.5 million versus a loss of $3.5 million in the prior year. This reduction was due to a partial repayment by a borrower on a fully reserved note due to stronger than expected performance, as well as positive changes in the macro environment, which reduced the allowance calculated using our third-party model. Note that this benefit is excluded from FFO as adjusted. Lastly, income tax expense was $398,000 for the quarter versus a benefit of $1.3 million in the prior year. This variance related to the full valuation allowance recognized in all deferred tax assets during the third quarter of 2020, which effectively eliminated the impact of deferred income taxes after that time. Now let's turn to our balance sheet and capital markets activities. Our debt to gross assets was 39 percent on a book basis at June 30th. At quarter end, we had total outstanding debt of $3.21 billion, all of which is either fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.6 percent. Additionally, our weighted average debt maturity is approximately five years, and we have no scheduled debt maturities until 2022, when only our revolving credit facility matures, which currently has a zero balance. As previously announced, due to the favorable performance this quarter and the expectation of continued improvement going forward, we were able to elect an early termination of the covenant relief period that had been in place under certain of our credit facilities until the end of the year. As a result, effective July 13, 2021, the interest rates on our revolver and $400 million term loan were reduced by approximately 100 basis points, and the interest rates on our $316.2 million of private placement notes were reduced by 125 basis points, in each case based on our current unsecured debt ratings. Note that of the approximately $2.3 million in immediate quarterly cash run rate savings we will realize going forward as a result of this change, only about $1.6 million reflected as a reduction of quarterly gap interest expense, as the premium paid during the covenant relief period on the private placement bonds continues to be amortized over their remaining terms. Of course, all of the 2.3 million quarterly cash run rate savings will be reflected in AFFO going forward. Upon termination of the covenant relief period, we were also released from certain restrictions, including restrictions on investments, capital expenditures, incurrences of debt, stock repurchases, and payment of dividends. Coming out of the covenant relief period, we were also pleased to resume a monthly cash dividend to our shareholders of 25 cents per common share with the first payment beginning in August. This represents an annualized dividend of $3 and a yield on our current stock price of about 5.7%. We had $509.8 million of cash on hand at quarter end, and we paid down our revolver to zero in April. We are pleased to note that from a liquidity perspective, we went into the pandemic with about $500 million of cash on hand and nothing drawn on our revolver, and we are now coming out of the pandemic at the same levels. We are also encouraged by the positive signs we are seeing in our customers' businesses and the resulting positive trajectory we are experiencing in cash collections. As I mentioned earlier, cash collections from customers continue to improve, and we're approximately 85% of contractual cash revenue, or $115.7 million for the second quarter. This amount is in excess of the high end of the guidance range we had previously provided and was driven by additional collections from certain eat and play and attractions tenants. In addition, during the quarter, we collected $16.3 million of deferred rent and interest from accrual basis tenants and borrowers, and the deferred rent and interest receivable on our books at June 30th was $51.9 million which we expect to collect primarily over the next 30 months. Subsequent to the end of the quarter, we collected an additional $3.1 million of such deferrals, bringing the year-to-date total through July 26 to $48.9 million. In addition, we have about $116 million of deferred rent and interest owed to us not on the books related to cash basis customers and from tenants which deferred payments were not previously recognized as revenue. While some of this amount is scheduled to be collected beginning in the second half of 21, most of this amount is scheduled to be collected over 60 months beginning in July 2022. Collection of the $116 million certainly has more risk associated with it than the receivables on the books, and as a result, until these customers return to accrual accounting, income will only be reported as the cash is received. It is important to note, once again, that collections from both of these groups of deferrals are in addition to the quarterly collection rates that we have been reporting on and provide us with additional growth capital. We are pleased to be introducing guidance for 2021 FFOs adjusted per share of 276 to 286. We believe it is important for investors to understand the run rate of our existing portfolio and therefore have elected not to provide investment spending guidance for 2021 as we ramp up our investment pipeline. The guidance for 2021 FFOs adjusted per share includes only previously committed additional investment spending of approximately $20 million for the last six months of this year. As we have done in previous quarters, we would also like to update you on the expected ranges of contractual cash revenue that we expect to recognize in our financial statements for the third and fourth quarters of 21, as well as our expected collections that relate to those same periods. The expected range we expect to recognize in Q3 of 21 and Q4 of 21 of such contractual cash revenue is 117 to 122 million, or 84 to 88 percent, and 132 to 108 $138 million, or 95% to 99%, respectively. Additionally, the expected range we expect to collect of such contractual cash revenue in Q3 of 21 and Q4 of 21 is $114 to $120 million, or 82% to 86%, and $130 to $135 million, or 93% to 97%, respectively. Differences from the full amount of contractual cash revenue relate to deferrals granted in the associated accounting as well as abatements. Please note that the definition of contractual cash revenue continues to exclude percentage rents, straight line, and other non-cash revenue and revenue related to managed properties. Details regarding all of our 2021 guidance can be found on page 22 of our supplemental. Now with that, I'll turn it back over to Greg. Thank you, Mark.
spk10: As you've heard today, we've made significant progress on all fronts and are pleased with that progress. However, we are not done. With more than $500 million in cash and an undrawn revolver, we are focused on deploying capital to drive earnings growth and increase tenant diversity. I want to say again how proud I am of the entire team in realizing these goals early. And we look forward to more accomplishments as we move throughout the balance of the year. With that, why don't I open it up for questions. Whitney?
spk06: Ladies and gentlemen, if you have a question at this time, please press the star, then the number 1 key on your touchtone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. Your first question is from the line of Katie McConnell with Citi.
spk01: Great. Thank you. Good morning, everyone. Could you provide some more color on the sale process for the one theater asset sold this quarter, just as far as pricing and buyer demand? And then the same for an update on the six that you have in process now.
spk10: Greg, do you want to?
spk09: Sure. We've sold four theaters over the past year, as I mentioned, since Q3. One's been for industrial, a couple for multifamily, and one was for a retail use. This theater will be for multifamily. The contracts we have include one for industrial. The four were marketing or for various opportunities, not industrial, office, retail, potential multifamily. As we've said before, Katie, we'll provide an update on the cap rate and other information related to the sales once we get through selling most of these assets later in the year or early next year.
spk01: Okay, thanks. And then now that you have the ability to pursue external investment more in the near term, can you update us on the types of opportunities you're seeing and whether you're targeting more one-off assets or portfolio deals at this point?
spk10: Again, Katie, what we've said is we've been pretty clear about the fact that we want to grow our tenant diversity. So we've said we're not looking to grow our theater portfolio, but our other areas of experiential. As far as whether that's one-off or portfolios, given our cash balance, we're open to all of those, all of the above. I think we have to recognize that we're actively building that pipeline, that it's already half of the year, so if any larger transactions are probably going to take time and be toward the end of this year or toward the beginning of next year, But I know Greg and his team are actively out there pursuing kind of large and small transactions, and it just feels really good not only for ourselves but our team to get back in that involvement. And I know our tenants greatly appreciate it as they look to expand their business and respond that they've got a capital partner ready, willing, and able to go forward with them.
spk06: Okay, great.
spk01: Thank you.
spk06: Your next question is from the line of Anthony Paoloni with J.P. Morgan.
spk02: Okay, thanks. Good morning. My first question is with the 5% vacancy in the portfolio, how does that tie with some of the leasing it sounds like you did on the vacant theaters?
spk10: Again, I think our overall 5% vacancy is really – go ahead, Mark.
spk03: Yeah, I think we've got some properties we're marketing for sale, and I think that's included in vacancy because they're being marketed for sale. All the ones, as Greg said, all the ones that we expect to lease have been leased, but we still have some theaters, as Greg mentioned, that we're marketing for sale that are vacant. on the experiential side.
spk09: And then just a relatively small number, but we do have some entertainment retail centers that may have an occasional small shop vacancy, but the asset is open.
spk02: Yeah, consistent with us. Exactly. Okay, so the five that you leased, that's included already in those sort of vacancy numbers, or basically not in there because they're leased?
spk03: So they're in there, and then we've got the vacancies really stemming from the, like I said, the vacant theaters that we plan to sell and a little bit of the retail that Greg mentioned at our entertainment retail centers. So we've already got that. Another way to say it, that 95% does include all the ones that we expect to lease are in that number. Then that number will go up as we sell these properties. And then there will always be some vacancy due to the entertainment retail centers, likely.
spk02: Got it. And it seems like the revenue run rate has been in that $554 million range as you've laid out sort of your expectation for collections and so forth. What do these theater leases add to that when they're up and running or commence?
spk03: Well, you know, I think right now for the rest of the year, the theater leases are more on a percentage rent deal, so they'll really kick in more next year.
spk09: Yeah, and they probably won't open until later in the year. Some of them have to have a little bit of renovation done. They were closed for a year and a half. We're hoping to get them all open at least by Q14.
spk10: I think more than anything, Tony, I think, and I'll ask Greg to comment, that we've released these at or about the range of where they were leased at before pre-pandemic, which I think bodes well for the quality of the theaters that we have, given our ability to change operators and achieve lease levels that are very similar to what we had before in this environment.
spk03: Just in terms of dollars, I think those are probably worth a little over $3 million.
spk02: $3 million in incremental rent. Okay, got it. That's helpful. And then just the only other question I had was, as you look to make investments again, can you maybe put some numbers around where cap rates are for the various segments in which you'd like to deploy capital?
spk10: You know, rather than break down every one of them, I think what we've said is that, and I'll ask Greg to comment, somewhere around the mid-seventh is kind of where we think opportunity and deployment is available. And as I said, it's going to be in areas that we would say all of our experiential other than kind of the theater segment.
spk02: Okay. And do you think that's, I think on the casino deal you all were close to, Previously, it sounded like that was maybe a mid-high sevens kind of number, but there's been a lot of liquidity in that space. Do you think that number would still hold if you went back to a transaction of that nature, or do you think that's compressed still?
spk10: We're going to have to see. Again, there's no doubt that there has been transactions that have occurred, but even to date, those have been more kind of Vegas-focused transactions.
spk09: But, Greg, maybe you have... Yeah, I mean, the one major non-Vegas focused was the Springfield transaction with MGM and MGP, and that was a 7.5 cap. Okay.
spk02: Great. Thanks for the call. Thanks, Tony. Thanks, Tony.
spk06: Your next question is from the line of Todd Thomas with KeyBank Capital Markets.
spk07: Hi. Thanks. Good morning. Just first question. I just wanted to follow up there on investments and the... the comment about revisiting the gaming asset that you were pursuing before the pandemic. Can you talk about that specifically and perhaps provide an update on that process? I'm just curious whether there's potential for something to happen in 21 or whether that might be something more for 22 as you've exited the covenant relief period and look to pursue growth.
spk10: Todd, we've talked about and expressed our continuing interest in gaming and think it's a logical fit to our portfolio. I don't know that it makes sense for us to comment on a potential deal. So I'd rather leave it at there. We've been pretty straightforward about the fact that it's an area that we think we're going to pursue and think it makes sense to add to our portfolio. But Greg, maybe you have anything more to add? No.
spk07: Okay, and then thinking about sort of shifting to offense and deploying capital, Mark, can you talk about leverage today sort of coming out of the pandemic and remind us of the company's long-term leverage targets and whether that's changed at all or perhaps discuss where you expect to be at year-end or heading into 2022?
spk03: Sure. Yeah. The good news is by the end of the year, we should be back in sort of that mid-five range that we target. And that's where we've kind of always operated around the mid-fives at the EBITDA. So as we go into next year, kind of X transactions, that number actually will probably drop slightly because we've got additional cash flow and so forth coming in next year. So The good news is here in the near term, we're back to kind of that investment-grade metric of mid-fives that we've always operated at.
spk07: Okay. And just one question on guidance. Can you provide an update on Cartwright? I think you said it opened July 1st. Can you just walk through the financial model impact there and the contribution from that asset there? that's embedded in the guidance, and any early reads since the reopen there?
spk03: Well, we're not giving specific guidance on Cartwright. I will say, you know, just opening, it's going to take some ramp time, so we're not expecting, you know, large contribution over the remainder of the year as it's, you know, ramping back up. There's sales and marketing expenses to get going again, et cetera, so we're not anticipating in our guidance significant contribution. There'll be some contribution, but That really should come more into play next year when we've got a full season and another, you know, it's been open this year and then you have a full season next year.
spk09: And I would say from an operations perspective, you know, it's only been open for three weeks, so we're ramping up after it had been closed for a year and a half. But the early results we're pleased with, and it's in line with what we expected.
spk07: Okay. All right. Thank you. Thanks.
spk06: The next question is from the line of Rob Stevenson with Jani.
spk08: Good morning, guys. Can you talk about what you're seeing in the marketplace on good performing theater valuations today versus the pre-pandemic? I assume cap rates are still tricky given NOI, but on a per screen or seat valuation, are these things not trading and the only things that are trading here are the scrapes and adaptive reuses?
spk10: I would say, and I'll let Greg comment, I mean, I don't think we can be much clearer. I don't think we're in the market for looking at theaters, so we haven't been looking at transactions involving operating theaters. As far as what we're seeing, you really hit it. It's adaptive reuse. I think we're just in a little bit different place right now, Rob, so we're not we're not really, as I said, looking at theaters to grow that portfolio, but Greg.
spk09: No, I think that's exactly right, and I think you summarized it, Rob.
spk08: Okay, because I was just, you know, not so much the ads, but if you wanted to market one of your, say, top 20 AMC locations for sale today versus July 2019, just trying to, you know, triangulate here what type of pricing differential we're looking at, because it seems like a lot of people are sitting on, you know, other than you guys are also sitting on theaters, and maybe they don't want to sell now because they think valuations are depressed, but it looks like Either 2022 or early 2023, there might be a wave of these things as people want to get out of them and just wanted to sort of understand what was going on pricing-wise here.
spk10: It's a great question. I just don't think there's a lot of realization of that right now. I don't think there's a lot of transactions, so it's difficult to give you an answer, Rob.
spk08: Okay. And then, Greg, can you talk about how the board settled on the $3 annual dividend, what the discussions were about possibly setting it lower and then increasing it on a quarterly basis, concerns that Delta or other variants might shut things down or limit capacity in some manner again and cause some disruption there? I mean, when you look at it, your back-end guidance on an FFO basis is somewhere around 160, 170, you know, which is call it a high 80s, low 90s FFO payout. Just how you guys thought about that?
spk10: Sure. Great question. And, Rob, it really was to deal with taxable income for this year. And so that was the discussion. There really wasn't a risk discussion or a Delta variant or anything. It really was to do based upon taxable income, but there was a view that if our projections continue to hold up, that it would allow for meaningful increase next year.
spk03: Yeah, because we have additional normalization that fully happens in 22 next year, so that would allow for growth.
spk10: While still maintaining a relatively low 70s payout. Right.
spk08: Okay. So, Mark, I guess the question then winds up being is if you're looking at your sort of fourth quarter sort of revenue collection and the implicit guidance that that factors, I mean, does that basically assume by your statement there that as we head into 2022, all else being equal and there's no disruptions and the revenue keeps coming back, et cetera, that this is going to also force you to raise your dividend in 2022 as well from a taxable standpoint?
spk03: Yes, all things equal just because we're not quite at 100%, and hopefully next year as we go into 2022, we'll be at 100% revenue recognition, which will drive greater taxable income. So, yes, it would imply a dividend increase to cover that tax liability.
spk08: Okay, great. Thanks, guys. Appreciate the time. Thanks, Rob. Thanks, Rob.
spk06: Your next question is from the line of Michael Carroll with RBC Capital Markets.
spk11: Thanks. So I wanted to talk a little bit about the gaming transactions that are available. And I guess what other opportunities are out there outside the one that you had under contract pre-COVID? I guess, Greg, correct me if I'm wrong, but the thought was that EPR could complete with $600 million to $800 million of these types of deals a year. Obviously, you gave that number, I guess, pre-COVID. Is that still a good, albeit long-term, target with these types of properties?
spk10: I think we're going to be able to compete. Again, we'll have to see how the valuation is. We never saw ourselves, Michael, as somebody who was going to compete on $4 billion deals, some of the large Vegas properties. But we do think there will be opportunities that will allow us to play in the space and add meaningfully to our diversity. But Greg?
spk09: No, I think that's right. And we still have a strong belief in the value of regional casino assets.
spk11: Okay. And then can you talk a little bit about, I guess, where these transaction valuations are going and And did I hear you correctly that you thought gaming cap rates have compressed more meaningfully on Vegas deals versus regional deals, and there's those opportunities for these regional deals still in those mid-7% type ranges?
spk10: Well, I think what we said, Michael, is that if you look at the data, the data indicates that there clearly is still a premium market that is associated with Premier Vegas assets and the transactions that we've seen in the market, whether that be Vici's Venetian transaction or the recently announced Blackstone deal. The only data point during the pandemic that we have for a regional asset was MGP's acquisition of Springfield, which was done at a seven and a half. I think as with any and all of the experiential assets, I think as normalization comes back, we'll see where cap rates go, and we will see about our opportunity to play in that. But right now, the data would indicate that there's still a very attractive option for EPR. Okay. Okay.
spk11: Great, and then last one for me. I think last quarter you highlighted that the studios and exhibitors for theatrical releases were still targeting about a 45-day window. I mean, has that changed over the past few months given the releases that have occurred and the results that these studios and exhibitors saw on the May and June type releases?
spk10: I don't think that's kind of any change. If anything, again, and I'll make my comment and then I'll ask Greg. I think there is still a greater recognition of the value of theatrical exhibition windows to the total value of a movie title. I would direct, if you haven't, to the comments of IMAX's CEO on their earnings call who directly took on the issue of Disney and their opinion is that they realize that the best way to maximize revenue dollars is to have an exclusive theatrical exhibition window. We may see some more experiments as we work through the year on what the actual right number of days on that is, but I think there is agreement on not only the need for a theatrical window, but standardizing that to where it maximizes revenues across the entire spectrum.
spk09: I think that's right. And as I mentioned, you know, Disney only has one more that is dropping simultaneously for the rest of the year, Jungle Cruise, this week. Okay, great. Thank you.
spk06: Your next question is from the line of John Masaka with Leidenberg Thalmann.
spk04: Good morning. John, good morning. So a quick question on guidance. I just noticed the lower bound of kind of the Q3 cash rent collection guidance was 82% and just kind of stood out given you collected 85% in 2Q. Is that just conservatism or is there something kind of tangible maybe driving that reduction at the low end versus what was actually achieved in 2Q?
spk03: Yeah, so midpoint 84, we collected 85%. It's really because in the second quarter, we had a couple of tenants pay us unexpectedly, actually, because of outperformance. And so they paid us more. That may continue. We're just being a little bit more conservative to, you know, if they're going to pay outside of their deferral agreement, if that's going to happen again in Q3. It could happen. We're just being a little bit more conservative there. We also had one tenant who pays according to, you know, there's a base, and then they pay relative to their normal rent also a percentage rent based on performance. So we're being a little more conservative there. But it could happen very similarly. I think what's going to happen going forward is while we have non-theaters kind of going down a little bit in Q3 for conservatism, theaters will start to go up in Q3 and then really go up in Q4 is really what's driving the kind of the forward. Q3 is pretty similar to Q2 when you kind of cut through it all, and then Q4 is where the big increase is.
spk04: Okay. And then it looks like Regal was kind of paying partial rent into Q21, if my math is right. Is that in line with a deferral agreement with them? And if so, can you provide any color as to when that would potentially end?
spk10: We don't speak to any particular agreement. What we can tell you, John, is that everyone is paying in accordance with their deferral agreement or their contractual lease. And that short of, and Mark, I'll have you comment on this, but short of maybe one attraction tenant. I think everyone is pretty much back to their full contractual rent by the beginning of 2022.
spk03: I think everyone is. It's just that one of them is a cash basis, so it'll be more seasonal in terms of how we get that, but everyone's back to 100%. I mean, John, to answer your question, everyone's performing according to the deferral agreement plus because we were $10 million over the midpoint, $10.2 million over the midpoint. So I'd say... Yes, it was planned, what happened during the second quarter was planned, and then we got some unplanned due to outperformance. So I think things are actually happening better than we had anticipated.
spk04: Okay. And I guess, yeah, because you're going to collect at the high end kind of 99% revenue recognition in Q4, I guess maybe as we think about, you know, the range in that kind of Q4 collection, given what you're saying, is that based on kind of conservatism and maybe some you know, six months out, kind of maybe just baking in a little bit of leeway for any kind of credit events or anything like that. Are you talking about Q4 cash collection guidance? Correct, yeah, the 95 to 90. Oh, that's revenue. 95 to 90 on revenue recognition or the 93 to 97 cash collection.
spk03: Yeah, yeah. So it jumps up a lot, primarily driven by theaters on both sides of that equation. And then there's just, there's a couple of tenants that have deferrals through, and it's not many, that go into Q4 and they'll fully normalize in next year. So in 22, we'll be at 100%. It's just that there's a small amount of tenants that aren't quite at the 100% revenue recognition at the end of Q4.
spk04: This may nail down my question, though. That 99% revenue recognition, that assumes everyone continues to pay per their deferral agreements, right? Yes. If they do, then it's 99% revenue recognition.
spk03: Well, our guidance is 95% to 97% for RevRec for the last quarter, right? So if everyone pays 97%, and then there's a possibility of going above that if we get these cash basis guys to pay. In some cases, they're paying early, and that could continue. So it could start to approach 100% by the end of the year, but our guidance is 95% to 97%.
spk04: And then just bigger picture, let's say theoretically that kind of simultaneous streaming or PVOD becomes industry standard. How are you thinking about coverages for your theater properties? You know, I guess would you continue to kind of have robust enough coverage given the kind of leases that are in place if you are seeing some of that box office maybe siphoned off into a Disney Plus Premier Access or a kind of equivalent streaming service from one of the other studios?
spk10: Yeah, I mean, again, I think, first of all, we would, based on what we said earlier, we'd challenge that assumption. I think you're seeing more and more evidence, whether it's MGM from HBO Max or Disney now, this is their last one, that there really isn't that market for premium video on demand. So I think, first of all, we challenged that proposition. But as we talked about, we have some of the best of the best theaters out there. And therefore, again, we think our theaters are going to perform, even if box office ends up normalizing to a lower level, There may be some of that lower half of the country theaters that close, and we'll have to see how that redirects the consumer. I mean, we could come out of this even on a lower box office with the exact same coverages because those consumers are redirected into our surviving theaters. And the reason that we kind of gave you kind of the information we did today is to talk about the productivity of our theaters and how confident we are that they're going to sustain and be a part of any solution involving theatrical exhibition as we go forward.
spk03: Hey, John, I just want to say one thing. I was saying 95 to 97 for revenue recognition. You're right, it's 95 to 99. My comments still hold what I said, but you're right, it is 95 to 99%. So we're approaching 100%. There's still some deferral into Q4. It fully normalizes next year, but the high end is 99% for RevRec. You're right.
spk04: Understood. And then just a quick one on the last question. Do you have any visibility into the feeder portfolios' coverages today, kind of broader coverage today, or ability to cover now that we kind of have a pretty much fully open portfolio?
spk10: Again, it's very difficult to look at today. I think... Again, if you just look at kind of a big picture item, if you look at, and I'll ask Greg to comment on this, if you think about, you know, 2019 being a, you know, kind of a $11.5, $12 billion, not $11.9. $11.3, sorry. $11.3 number, and you think we were around the 2.0, and you've got, as he said, a $500 million month. If you project $500 million months, On a standardized basis, you get back close to those kind of numbers. So now the reality is not all months are equal, but we are at or approaching a run rate to where the theaters are cash flow neutral to beginning to be cash flow positive on a per unit basis. Okay.
spk04: Very helpful. That's it for me. Thank you very much for taking the questions. Thanks, Sean.
spk06: I am showing no further questions at this time. I will turn the call back to the speakers for closing remarks.
spk10: Thank you, Whitney, and thank you all for joining us today, and we look forward to talking to you at our third quarter call. Thanks, everyone. Thank you.
spk06: Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.
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