This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.
spk18: Good day and thank you for standing by. Welcome to the Quarter 4 EPR Properties Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you'll need to press star 1-1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, press star 1-1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Brian Moriarty. Please go ahead.
spk16: Thank you, Chris. Thanks for joining us today for our fourth quarter and year-end 2022 earnings call and webcast. Participants on today's call are Greg Silvers, Chairman and CEO, Greg Zimmerman, Executive Vice President and CIO, and Mark Peterson, Executive Vice President and CFO. We'll start the call by informing you that this call may include forward-looking statements as defined in 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 operations may vary materially from those contemplated by such forward-looking statements. Discussion of those factors that could cause results to differ materially from those 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 available on the Investor Center page of the company's website, www.eprkc.com. Now I'll turn the call over to Greg Silvers.
spk14: Thank you, Brian. Good morning, everyone, and thank you for joining us on today's fourth quarter and year-end 2022 earnings call-in webcast. For the full year, we delivered 52% per share growth in FFO as adjusted, demonstrating our continuing recovery and the resilience of our experiential investments. This resilience is also reflected in our improving theater rent coverage levels and the continued strength of our non-theater rent coverage. Even against a backdrop of recession fears, the consumer continues to support our affordable drive-to experiential properties. We are also pleased that in the fourth quarter and through February 2023, we have received all scheduled rent and deferral payments from Regal as we are working through the process toward a resolution. Our tenant industries continue to demonstrate healthy momentum. This is particularly evident at the box office, which was up by more than 64% in 2022. Sustained wide release content continues to be the key ingredient for success. As the number of wide release films have grown, ticket sales have grown, and major studios have reasserted their focus on theatrical releases. During the year, we also resumed our investment spending. deploying capital in a disciplined manner across a variety of experiential properties. After pausing our investment spending for nearly two years during the pandemic, our efforts in 2022 validate our ability to identify, underwrite, and close quality transactions in the experiential space. For the year, we closed transactions valued at over 600 million, with over 400 million being deployed in 2022 and the balance being deployed in 2023 and 2024. We are able to fund these commitments without raising additional capital, and the average cap rate on these investments was over 8%. As we've stated in the past, the vast majority of our investments come through our network of tenants and partners. Our depth and breadth of knowledge in the experiential real estate investing is unmatched among REITs. In 2022, this was evidenced by our expansion in the burgeoning areas of fitness and wellness, such as the community of climbing gyms, new wellness opportunities and the time-tested experience of natural hot spring spas, and our new partnership with Colorado-based Gravity House. In 2023, we expect to continue expanding our experiential portfolio with select investments in properties consistent with our growth strategy. Our growth pipeline remains robust as new and existing concepts and clients continue to grow to meet the demands of their experience-focused customers. Our challenge remains not one of opportunity, rather that our cost of capital has not recovered as quickly as our properties. We will, however, remain steadfast in our disciplined approach, focusing on the highest quality and the best risk-to-reward investments. At this time, we aren't providing earnings guidance due to the uncertainty of Regal's bankruptcy proceeding. However, we remain confident in our outlook and are maintaining our well-covered monthly dividend to common shareholders at its current level. While we still have work to do to regain our full momentum, we are heartened by our significant progress, and we remain resolute and confident in the quality of our properties. Lastly, I'm pleased to welcome John Case to our Board of Trustees. John brings a wealth of knowledge and experience in net lease real estate, and we are excited to benefit from his expertise as we continue to grow and expand our portfolio of experiential assets. Now I'll turn the call over to Greg Zimmerman, who will cover our business in greater detail.
spk11: Thanks, Greg. At year end, our total investments were approximately $6.7 billion, with 363 properties in service and 97% leased. During the quarter, our investment spending was $81.2 million, bringing the total investment spending for 2022 to $402.5 million. 100% of the spending was in our experiential portfolio and included the acquisition of a project for redevelopment and additional financing for an existing asset. Our experiential portfolio comprises 289 properties with 49 operators and accounts for 92% of our total investments, or approximately $6.2 billion, and at the end of the quarter was 97% occupied. Our education portfolio comprises 74 properties with eight operators, and at the end of the quarter was 100% occupied. Our value-oriented drive-to destinations provide a compelling value proposition for families. To date, we have not seen meaningful impact on our operators from inflation, and we remain confident they will continue to prove resilient. Turning to coverage, the most recent data provided is based on a September trailing 12-month period. Overall portfolio coverage for the trailing 12 months continues to be strong at two times. Trailing 12-month coverage for theaters is 1.4 times, with box office at $7.7 billion for the same period. Trailing 12-month coverage for the non-theater portion of our portfolio is 2.7 times. Now I'll update you on the operating status of our tenants. Q4 total box office was $1.8 billion. Total North American box office for 2022 was $7.4 billion compared to $4.5 billion in 2021. Our high-quality theater portfolio continues to outperform the industry. When strong pictures are available theatrically, the public is responding very favorably, and the results prove it out. Three films released after the pandemic are among the top nine highest grossing North American box office films of all time. Spider-Man No Way Home is number three at $814 million. Top Gun Maverick is number five at $719 million. And Avatar The Way of Water, which opened on December 16th, is number nine at $658 million to date. We are eagerly anticipating the 2023 slate. The top five announced titles, each of which could exceed $200 million in North American box office, are Ant-Man and the Wasp, Quantumania, which opened February 17th and generated $120 million in domestic box office over the President's Day holiday weekend, Guardians of the Galaxy 3, Little Mermaid, Captain Marvel 2, and Aquaman 2. As the recovering box office demonstrates, When there are movies to see, consumers of all ages are returning to the theater. They still want to see good films on the big screen. Studios recognize the economic benefit of theatrical run and have increased production and refocused on theatrical exhibition post-COVID. We remain confident that the supply of films for theatrical release will continue to grow. As previously disclosed, on September 7, 2022, Cineworld filed for bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas. We have received our entire October, November, December, January, and February rent payments, along with the deferred rent payments due in those months. And we have also received court-ordered September stub rent payments in December, January, and February. Because the bankruptcy process is ongoing, beyond those updates, we will not comment about Cineworld. Turning now to an update on our other major customer groups. We continue to see good results and ongoing consumer demand across all segments of our drive-to value-oriented destinations. Our Eat and Play assets continue their strong post-pandemic performance with portfolio revenue for 2022 up 13% and EBITDARM up 12% over 2021. Many of our attractions and cultural portfolio had increased revenue and attendance in 2022 versus the prior year. Primarily because of increased labor costs, several assets had lower EBIT arm, but performance remained strong. We are particularly pleased with the performance of Santa Monica Pier and the City Museum in St. Louis. Both continue their post-COVID upward momentum. Revenue and attendance exceeded our expectations and projections at our two Canadian parks, Villages Vacances Valcartier and Calypso Water Park. The Hotel de Glace opened for the season on January 4th and will close on March 18th. Both Titanic museums had record years for attendance, revenue, and Ibadarm and were under construction to add the Titanic Custard and Chocolate Shop in Pigeon Forge. We continue to see strong occupancy and ADR growth at the Springs Resort. We anticipate commencing construction in Q2 for both the expansion of the springs and the redevelopment of the Murrieta Conference Center into a natural hot springs resorts. In our fitness portfolio, membership has exceeded pre-pandemic numbers with revenue continuing to grow year over year. Midway through the 2022-23 season, performance across our ski portfolio is strong. Q4 revenue was up significantly from Q4 2021. Visits are up. Resorts are returning to normal staffing levels from both services, including F&B outlets, some of which were closed intermittently in the 2021-2022 season. Good early season snowfall helped North Star, and while snowfall in the east wasn't quite as strong, performance has still been favorable. Room renovations are underway at Alyeska Resort in Alaska, which will further strengthen the leading four-season resort in Alaska. Our Margaritaville Hotel Nashville, proximate to all of Nashville's famous downtown destinations, had an excellent 2022 with significant increases in all metrics. Now that renovations at both the Beachcomber and Bellwether Resorts in St. Petersburg are complete, we're seeing stronger ADR and REVPAR numbers. As of January 1st, we rebranded our Cajun Palms RV Resort to Camp Margaritaville Bro Bridge, to go along with our very successful Camp Margaritaville RV Resort and Lodge in Pigeon Forge. Our education portfolio continues to perform well with year-over-year increases across the portfolio through Q3 of 13% in revenue, 8% in EBITDARM, and 3% in enrollment. As noted on our last quarter call, during Q4, KinderCare acquired Creme de la Creme, which we view as a credit enhancement. During Q4, we received $7 million as a participation payment in connection with the sale of Creme de la Creme. We anticipate that KinderCare will execute a pre-existing lease termination right in Q2 for five early education properties representing $2.8 million in annual contractual rent. We have plans to sell all five properties and redeploy the proceeds in experiential assets. The remaining KinderCare leases contain a contractual rent adjustment effective January 1, 2024, based on performance, which we anticipate will partially offset the anticipated rent reduction based on terminations. Turning to a quick update on capital recycling, during the quarter, we sold a vacant theater for net proceeds of $1 million and recognized a gain of $300,000. We continued discussions with multiple parties on our two remaining vacant theaters. During Q4, our investment spending was $81.2 million. On our Q3 call, we noted that in early Q4, we closed on a commitment with a new partner to provide up to $68 million in long-term mortgage financing for the expansion of the existing project, but we couldn't give details pending our customer's public announcement. Now we can. The investment will fund the addition of an indoor water park at the Barbarian Inn Lodge in Frankenmuth, Michigan. Located an hour and a half from Detroit, Frankenmuth is Michigan's Little Bavaria. With 3 million annual visitors, it's one of Michigan's leading tourist attractions, known for its annual Oktoberfest, the world's largest Christmas store, and many other popular events and festivals. Travel and Leisure recently named Frankenmuth one of the top 20 most beautiful winter towns in America. The Zender family has operated the Bavarian Inn Lodge for nearly 40 years, and we are very excited to participate with the family to expand this iconic property. In addition, in a new partnership, we funded $56.8 million of an approximately $64.5 million commitment for mortgage financing secured by six fitness and wellness properties operated by Gravity House in Breckenridge, Aspen, Vail, Steamboat Springs, Winter Park, and Truckee. We've also entered into a relationship agreement to finance future growth. Gravity House is a cutting-edge club model concept providing fitness, wellness, dining, and lodging in outstanding experiential locations. Conde Nast Traveler recently named Gravity House Breckenridge the 10th best hotel in the Southwest. We're delighted to partner with Gravity House. Both these new relationships demonstrate our industry-leading ability to source and curate unique experiential opportunities. Finally, in our continuing partnership with Northgate Resorts, we acquired Jellystone Cozy Rest in Harrisville, Pennsylvania, near Pittsburgh, with a plan to expand and renovate the asset. EPR's interest is 62%. Our portion of the purchase price was $6.5 million, and our portion of the debt for expansion and renovation is expected to be around $13.9 million. This brings our RV resort investments to four as we build out this stable experiential lodging asset class. Cap rates for 2022 exceeded 8% and continue to be in that range in 2023, which should create compelling long-term value. As I mentioned, our total investment spending for 2022 was $402.5 million, entirely in our experiential portfolio. A number of these transactions will be funded through 2023 and 2024, so the total value of transactions closed in 2022 was over $600 million. We're extremely pleased with the quality and breadth of our experiential diversity we achieved in 2022. This was all driven by the hard work of our investments and underwriting team, leveraging our unmatched network of tenants and partners. We added one-of-a-kind properties, including Villages Vacance Valcoccia and Calypso Water Park in Canada, and the Bavarian Inn Lodge in Frankenmuth. We developed a new relationship with Gravity House, a cutting-edge operator with six well-located assets. We broke ground on a new Topgolf in densely populated King of Prussia, Pennsylvania, and opened a Topgolf in the dominant Ontario, California market. We strengthened our Springs Resort in Pagosa Springs and invested in the acquisition and redevelopment of a conference center in Murrieta, California, into a brand-new natural hot springs resort in a densely populated market proximate to both Los Angeles and San Diego. We acquired a movement climbing yoga fitness location in Lincoln Park in Chicago, and we added to our investment in Alyeska Resort, Alaska's premier four-season resort. We're issuing investment spending guidance for funds to be deployed in 2023 in a range of $200 million to $300 million. Through the end of 2022, we committed approximately $250 million for experiential development and redevelopment projects that have closed but are not yet funded to be deployed over the next two years. We anticipate approximately $175 million of that $250 million will be deployed in 2023, and that is the amount included at the midpoint of our 2023 guidance range. In almost all of our experiential categories, we continue to see high quality opportunities for both acquisition and built-to-suit redevelopment and expansion. We have a robust pipeline with new and existing customers and concepts. Given the current backdrop, we are exercising discipline and have consciously decided to reduce our near-term investment spending and to fund those investments primarily from cash on hand, cash from operations, and with our borrowing ability under our unsecured revolving credit facility. As Greg noted, we are limited by the recovery of our cost of capital, not by opportunity. We are being more judicious with future investments with our disciplined approach to acquisitions to shepherd capital until economic conditions improve and our cost of capital returns to historical levels. Our focus on development and redevelopment investments in 2022 will lead to increased revenue in 2023 and 2024 as these investments fully come online. I now turn it over to Mark for a discussion of the financials. Thank you, Greg.
spk05: Today I will discuss our strong financial performance for the quarter and provide an update on our balance sheet. FFOs adjusted for the quarter was $1.25 versus $1.08 in the prior year, and AFFO for the quarter was $1.27 per share compared to $1.11 in the prior year. Before getting into the details, at a high level, our results for the quarter significantly exceeded the midpoint of our guidance due to the following. First, additional rent and deferral collections from Regal. Second, additional deferral collections from non-Regal customers. Third, additional percentage rent received. And fourth, better performance at our JVs and managed properties. Now, moving to the key variances by line item, Total revenue for the quarter was $178.7 million versus $154.9 million in the prior year. This increase was due primarily to improved collections from certain tenants which continue to be recognized in revenue on a cash basis or had previously received abatements. With respect to Regal, we received all monthly rent and deferral payments for October through December, as well as a portion of the September monthly rent and deferral payment. Both the December deferral payment of approximately $1.5 million and the partial September payment of approximately $0.8 million were not included in the midpoint of prior guidance as we had not yet received these amounts by the time of our last call. Also, contributing to the increase for the quarter versus prior year was scheduled rent increases as well as the effect of acquisitions and developments completed over the past year. This increase was partially offset by the impact of property dispositions. During the fourth quarter, we also collected all deferred rent and interest due from non-REGO customers. Recall that we did not include approximately $0.5 million in the midpoint of our prior guidance representing the December deferral payment due from these customers. In total for the quarter, including REGO, we collected $6.2 million of deferred rent from cash basis customers that was recognized as revenue when received. At December 31st, we had approximately $117 million of deferred rent owed to us not on the books, which will continue to be recognized only as cash is received. Regal makes up approximately $87 million of this balance and is subject to the bankruptcy negotiation. Note also, as Greg mentioned, we have already received full rent and deferral payments from Regal in January and February and have collected all non-Regal deferral amounts owed for those two months as well. Finally, we collected 4.6 million of deferred rent from accrual basis tenants that reduced receivables, leaving a balance on our books at December 31st of only 2.1 million. We expect to collect approximately 1.6 million of this remaining balance in 2023. Moving on, we had higher other income of 7.7 million versus the prior year, primarily due to 9.1 million in sale participation income recognized during the quarter, offset by a gain on insurance recovery of $1.2 million recognized in the prior year. The sale participation income included $7 million in cash received in connection with the sale of Creme de la Creme's early childhood education business to KinderCare, and $2.1 million in cash received in connection with the sale of a ski property that secured a mortgage loan, which was paid in full in 2019. Note that the sale participation income has been excluded from FFO-adjusted and AFFO. Additionally, we expect KinderCare to exercise a lease termination right with respect to five early education properties during the second quarter of 2023, representing $2.8 million in annual rental income. The remaining 16 leases have a contractual rent adjustment based on performance that is effective on January 1, 2024. We anticipate this adjustment will partially offset the anticipated rent reduction related to these lease terminations, We expect to sell these five early education properties and redeploy the proceeds into experiential assets. Percentage rents for the quarter totaled $5 million versus $6.9 million in the prior year. The decrease first prior year primarily related to less percentage rent from an early education tenant based on a restructured lease, which has higher base rents in 2022. Percentage rents exceeded the midpoint of our guidance by $1.4 million, due to outperformance across several of our experiential property types. G&A expense was right in line with expectations, increasing by $2.6 million versus prior year, primarily to an increase in payroll and benefit costs, including SOC grant amortization, as well as an increase in travel expenses and professional fees. During the quarter, we reassessed the holding period of the five KinderCare properties subject to the lease terminations, as well as two of the Regal Theater properties that were subject to a prior motion to reject leases. As a result of this reassessment, we recognized a total of $23 million in impairment charges on these properties. These impairment charges were excluded from FFOs Adjusted and AFFO. Lastly, FFOs adjusted from joint ventures decreased by 1.2 million versus prior year to a loss of 1.7 million due to the fact that we have more JVs versus the prior year and the seasonal nature of these businesses. Despite the increase in loss versus the prior year, the performance of our JVs was better than anticipated in the midpoint of our prior guidance. Shifting to full year results, FFO as adjusted was $469 per share versus $309 in the prior year, and AFFO was $489 per share compared to $326 in the prior year. Both measures being up about 50% versus the prior year demonstrate our strong recovery from the impact of the COVID-19 pandemic. In 2022 full year, we collected approximately $18 million in deferred rent and interest from cash basis customers that was recorded as income, and approximately $25 million from accrual basis customers that reduced receivables. In total for 2022, we generated operating cash flow in excess of dividends of over $175 million. Turning to the next slide, I'll review some of the company's key credit ratios. As you can see, our coverage ratios continue to be strong with fixed charge coverage of 3.4 times and both interest and debt service coverage ratios at four times. Our net debt to adjusted EBITDA was five times, and our net debt to gross assets was 39% on a book basis at December 31st. Lastly, our common dividend continues to be very well covered with an AFFO payout ratio for the fourth quarter of 65%. Now let's move to our balance sheet, which is in great shape. At quarter end, we had consolidated debt of $2.8 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 4.3%. Additionally, our weighted average consolidated debt maturity is 5.3 years with no scheduled debt maturities until 2024. We had nearly $108 million of cash on hand at quarter end and no balance drawn on our $1 billion revolver. We are not providing 2023 guidance for FFO as adjusted on this call due to the uncertainty related to Regal's bankruptcy. We will provide this guidance subsequent to the resolution of these proceedings. As we have previously discussed, given our current cost of capital and the current inflationary environment, we have consciously decided to limit our near-term investment spending and fund these investments primarily from cash on hand, cash from operations, and borrowings under our unsecured revolving credit facility. Accordingly, our 2023 investment spending guidance is $200 to $300 million, of which approximately $175 million relates to commitments on closed experiential development and redevelopment projects, and we do not anticipate the need to raise additional capital to fund these amounts. Our 2023 guidance for percentage rent is $8.5 million to $12.5 million, and our G&A guidance is $54 million to $57 million. Guidance details can be found on page 24 of our supplemental. Now, with that, I'll turn it back over to Greg for his remarks.
spk14: Thank you, Mark. Outstanding growth in FFO, strong investments in pipeline, and continuing consumer resilience were just a few of the key themes of our call today. And I wanted to take a moment and acknowledge and thank our entire team of associates that worked so hard to produce these results. We take pride in driving value for our shareholders, and we look forward to continuing our progress in 2023. With that, Chris, why don't we open it up to questions?
spk18: Thank you. At this time, we'll conduct the question and answer session. As a reminder, to ask a question, you'll need to press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question at any time, press star 1-1 again.
spk17: Please stand by while we compile the Q&A roster. Our first question comes from the line of Joshua Dinnerline with B of A Securities.
spk18: The line is open. You may go with your question.
spk22: Yeah. Hey, good morning, everyone. I guess I was just looking for a little bit more color on in the press release you mentioned Regal initially I guess filed a motion to reject three leases for or reject leases for three properties and then decided not to proceed with those. Is there any kind of additional color you can provide on that and
spk14: Yeah, Josh, it's Greg. I wouldn't read very much into that. I mean, it's a very fluid situation. If you look at the way the bankruptcy process, there's been properties move in and out of motions. So I think it's, like I said, I don't know that that's reading into that is positive or negative. It's just a lot of tactics that go on with that. But Greg, maybe you want to add more to that? I think that summarizes it.
spk22: All right. And then maybe one more on Regal. I guess if you were to get assets back, I guess how are you thinking about what you would do with those assets? Is it your preference to kind of sell them, redevelop the properties, or just continue operating them as theaters with a different operator?
spk14: Again, it's probably one of very property specific. If there are opportunities, whatever kind of drives value, the best value. So we'll explore all of that. We've talked openly about the fact that we've created optionality that if we want to have these properties managed, that Greg and his team have created that optionality for us. I'm sure depending upon where the property is located and its alternative uses, we would explore sale. So until we get a good sense of not only specific properties but how many, it's really hard to comment on the variety of kind of alternatives we would pursue. But Greg?
spk11: Josh, I think coming out of the pandemic, we executed on all three strategies. We released some theaters, we sold some theaters, and then as Greg mentioned, we managed two theaters. So we have all those options available in this case as well.
spk21: Got it. Thanks, guys. I'll jump back in the queue.
spk17: Thanks, Josh. Thank you. One moment for the next question. This question comes from Rob Stevenson of Jenny Montgomery Scott.
spk18: Your line is open.
spk19: Good morning, guys. Just to follow up on the last question, Greg, outside of AMC and Regal, how would you characterize the health and the expansion plans over the next couple of years of the smaller regional operators? Are they going to be in a position to be the retenant on whatever Regal or whoever gives back over the next few years, or do they have their own problems and the vast majority of these theaters are going to have to be redeveloped to something else.
spk14: Again, and I'll let Greg jump in, but I think the health generally of the non-public tenants were substantially helped by government assistance, as we saw coming into and out of the Save Our Stages program. So I think, again, as we've always said, Good theaters will find a home, and they will have people who are very interested in either operating or leasing those. I don't think it's going to be for lack of opportunities that we have. I think what's good for the industry is I don't think you're going to see a lot of new ground-up growth. So really what we're talking about is people will be looking for opportunities that can be very quickly taken over and brought back into production relative.
spk11: But, Greg? Yeah, I think that's accurate. And, Rob, also I would say, you know, our theater coverage is 1.4 times, and we do have within that coverage a number of regional theaters that continue to perform fine and well.
spk19: Okay. And then just turning to the education side, you know, what is the market these days for decently leased education assets? Is there, you know, the cap rates if you wanted to sell more of that portfolio than just the five that you're getting back from KinderCare? Is that available to you at a reasonable pricing? Is that pricing not really there yet today and it's better to hold these? I know that the education's been a reduce for you guys for a while, but how does that timeframe work and what are you guys thinking about there?
spk14: Yeah, I think it's the approach, and again, I'll let Greg Zimmerman contact. I think the market is still rather good if you're wanting to sell one-off assets. This is a market that still is sought after by the 1031 buyer, so there's a lot of interest there. I think as you start to kind of put large portfolios together, It's really about the debt markets and the availability of debt. So I think at that point, it kind of trades not that vastly different from a lot of net lease assets, and therefore just kind of finding the right opportunity. But I think it's still, as evidenced by the performance, a very strong, resilient asset class that there's still good demand for. I agree.
spk11: And the other thing I would say, Rob, is that these buildings are pretty easily used for other, I'll call it service retail use, be it a medical use or dental office. So there are other opportunities beyond just education.
spk19: Okay. And then one last one for Mark. What is your best guess as to where an AMC will go off cash basis accounting, assuming no major issues going forward? And then how long after Regal would exit bankruptcy would it be reasonable for them to go off cash basis accounting given what you know today?
spk05: Really, we want to see continued stabilization of the box office, frankly, and stabilization of the tenant credit. So we don't really put a time frame on that. We're going to be conservative with respect to that. Frankly, we're getting paid and recognizing revenue similarly to what we'd be recognizing otherwise. And We're not in a hurry to put a whole lot of straight line rent on the books, which would be the result when we put them back from cash basis to accrual. So I don't really have a timeframe, but we want to continue to monitor, like I said, box office improvement and certainly tenant performance before we make that decision.
spk19: Okay. Thanks, guys. Appreciate the time. Thanks, Rob.
spk17: One moment for our next question. This next question comes from Kybin Kim of Truist.
spk18: Your line is open. You may go ahead.
spk20: Thanks. Good morning. Going back to the theater business, the 1.4 times coverage, these operators obviously have to pay themselves, pay GNA, pay the bank back. What is, from their perspective, a healthy level of coverage? Because it probably has to be more than 1.4. And if you can bracket that with what you think or what the industry thinks 2023 box office sales will be and where that coverage might drift up to?
spk14: Again, Keegan, I think that the first point is we operated for 20 years probably in a range of 1.6 to 1.8 as a theater coverage metric. So I think kind of bracketing around that kind of 1.7 kind of midpoint has been deemed to be quite healthy. I think, and I'll let Greg comment on this, I think that you're seeing kind of all over the board kind of expectations on 2023 because candidly the film slate is still coming together and everybody has kind of circulated around what really drives the box office number is the number of wide release films. And so I think that's kind of I think we feel like we're going in the right direction, I think, with what's in production and 2020 headed toward 2024 is kind of the first real. kind of stabilization number that I think that I think i'll speak and then Greg that for 2024 we're seeing closer to a return to a 9 billion type number. What it gets there this year between last year and that will be really about films and do they move into 24 or 23. So there's still a lot of cloudiness as we sit here in the first quarter as to where that ends. But the trajectory of where we're going based upon what the studios are saying right now is very positive toward a kind of a stabilization. Now, even at $9 billion and above, that's still... call it 20% down, but in that environment of 20% down, we think we still have a very healthy business. But Greg.
spk11: Yeah. Keeping the other thing I would say is sort of Greg's absolutely right. The number of major releases is of critical importance because, you know, major releases generally average about $70 million a title, but we also need smaller films to draw additional traffic, to reach audiences that may have stopped coming to the theater and, The ramp-up of production is continuing. I think studios are understanding that they're going to make money in theatrical. I'll give an example. Magic Mike's Last Dance was greenlit for HBO Max. With the change in leadership at Warner Brothers, they've decided to release it theatrically, and it's made nearly $20 million. So we're kind of getting back to where we were in 2019 with theatrical and leading into streaming and studios using flexible windows. So all that is pointing in the right direction as we heal the theatrical business.
spk20: And when you compare Regal's rent coverage ratios versus AMC, I think last time we spoke, it was pretty similar. Can you just remind us if that's the case? And when you look at your Regal locations, I'm just trying to better bracket the downside. How many good competing operators are within like a reasonable radius of their regal locations? I'm just trying to understand if other competitors even need to take the lease.
spk14: Yeah, I mean, again, I think there is, you know, there's not great, not huge disparity as far as kind of the coverage idea And I think, again, as we talked about earlier, it's truly kind of market by market. And I think there will be demand for a substantial number of these assets. We don't have any doubt of that. So I think, again, it's going to be kind of market by market because You know, when you have 57 assets, you can't paint kind of with a general brush, but Greg.
spk09: Yeah, I think that covers it. Okay, thank you. Thanks, Kevin.
spk17: Thank you. One moment for next question. This question comes from the line of R.J. Milligan of Raymond James.
spk18: Your line is open.
spk07: Hey, good morning, guys. I was just curious if you could give us... any indication or ballpark as to when you expect the negotiations with Regal to be concluded?
spk14: That would be a great idea, RJ. And if you had any insight into that, we would appreciate it. Again, it's not that we don't want this process to end, but let's just look at kind of the overall timeframe. When they entered bankruptcy in September, they said they would be out at the end of February. I think their latest plan says now they're going to be out in June. So, again, there's just a lot of dynamics that go into it. If you think about what's going on in that, not only do they have landlords they're negotiating, but they're also negotiating with existing lenders where they've filed plans to convert about $3 to $3.5 billion worth of debt into equity. And so there's a lot of moving parts that they are continuing to work through. I think there are times that, again, I just want people for transparency. Even if we, and we haven't, but let's just say in a month from now, we negotiate a deal. It may be till the end of the bankruptcy before we can announce that deal. because they may want us to keep that information confidential and not share what we've negotiated with relative to other landlords. So, RJ, I appreciate the frustration. I appreciate the desire to want to kind of dimensionalize kind of both the timeframe and the impact. It's just very hard for us to do that at this time.
spk05: And while we'd like to clear the uncertainty, while we wait, we're getting paid 100% rent and 100% deferral payment. So we're doing fine as we wait, but we would like to resolve it.
spk07: Okay, that makes sense. And then my second question is for the five childhood education centers that are closing, is there anything specific about those
spk14: uh as to why they're they're closing and you know is that any indication in terms of the performance of the overall childhood education portfolio and i'll let greg elaborate on this but again i i don't know that there's anything i'm sure there's some performance issues but you just went through a major acquisition m a combination so i'm also there's probably there's performance there's rationalization there's a lot of things that i think go into that mindset Again, I think we're very pleased with having KinderCare, as Greg mentioned, as a credit upgrade, a public company, so that we'll be able to have greater visibility to that. As part of kind of when we did this four or five years ago, we have a rent reset that we think will recover a substantial portion of that back. and it also gives us assets that free up to sell to recycle capital. So I don't think there's any read-through on the kind of general health of the early ed, because as Greg spoke about, actually we had attendance up, we had revenues up. So these were strong. We had strong performance in the portfolio.
spk05: Interestingly, by the time you... have the rent reset, which we think will offset the annual decrease, plus add in the fact that we got $7 million, plus we will sell these five properties in time. By the time we redeploy that, you know, overall, when you look at it and step back, we'll probably come out better than we were before in terms of NOI, although it'll take a little time to get there.
spk08: Okay, that's it for me. Thanks, guys. Thanks, Sergeant.
spk17: And thank you. One moment for the next question. This next question comes from the line of Aditi Velachandran of RBC Capital Markets.
spk18: Please go ahead.
spk01: Hi. Good morning, everyone. Just one quick question from me. Going along with KinderCare, are there any other tenants with similar lease termination rights to KinderCare?
spk14: Not really. We don't. I mean, remember, this was negotiated when we – this is probably, Greg, you can help me – five, six years ago when we did the children's learning adventure moving into – this new operator prior to KinderCare and Creme de la Creme to do that, but from a broad speak, termination rights are not something that we have in our portfolio. Okay, cool.
spk00: That's it. Thank you.
spk14: Thank you.
spk17: Thank you. One moment for our next question. This next question comes from the line of John Masilka of Landenburg-Fallman.
spk18: Please go ahead.
spk03: Good morning.
spk10: Good morning, John.
spk03: Turning to the 4Q investment, if you think about the investment in the Varian Inn and Gravity House, just given how those were structured, what are maybe the rough LTVs on the mortgage investments you're doing in kind of the experiential lodging space?
spk14: Again, I'll let Greg, but I think it's closer to 60%, 65%. And so they're pretty relative, low LTVs. And in a lot of these scenarios, and Greg can speak to this, we also have conversion rights that we can at some time in the future convert these to long-term thesis. So we are creating... what we think is good optionality for us to control the property long-term, but different than a development lease. In a mortgage structure, you gain immediate income from those notes, and then if we preserve the right to convert those in the future, it gives us a little bit better kind of income and visibility and deployment and impact performance.
spk03: Okay, very helpful. And then we're going back to Regal. If you think about the 87 million of kind of deferred rent that's owed by the tenant, if you do get assets handed back in a bankruptcy, should we expect that amount to be reduced kind of on a one-for-one basis roughly to the amount of leases that are rejected, you know, i.e., if X percentage of leases get rejected, you know, it'll be that deferral amount be reduced by a similar percentage?
spk14: No, because it's actually driven by what the rent is on the various kind of properties that get rid of the leases. And so they're not – all leases are not, you know, $87 million divided by 57, and they're all – so it would be very much kind of driven by the income associated to that specific lease.
spk03: Okay, so it's going to be very bespoke to the assets that either do or don't get leased. Yes, yes.
spk02: Okay. Yes.
spk03: All right. That's it for me. And finally, congrats to any Chiefs fans on the other end of the line.
spk14: Thank you.
spk17: Thank you. One moment for our next question. This comes from the line of Kai Bin Kim of Truist. Please go ahead.
spk20: Thanks. Just a quick one. So excluding the theater tendency, How are you thinking about bad debt for the remainder of the portfolio in 2023?
spk05: Yeah, we put in kind of a general 1% reserve. Frankly, with the coverage being at 2.7, you know, we feel pretty good about that, higher than it was in 2019. But we always put some reserves in for bad debt.
spk20: And any kind of more noticeable kind of concentrations within that bad debt?
spk05: No, it's kind of a general reserve because, frankly, we really don't see many issues at all within our non-theater portfolio.
spk13: So it's just a general. It's not kind of specific.
spk20: Okay, great. And then just one more question on mortgage loans that you make. Is it all current right now? Any kind of aging that's noticeable?
spk10: No, none. All current. Okay, thank you.
spk18: And thank you. That concludes our Q&A segment for this presentation. I'll turn it back over to Greg Silvers for any further remarks.
spk14: I just wanted to say thank you for everyone's participation today. We look forward to talking to you soon. And again, thanks to John for reminding us that we are the home of Super Bowl champions. So we greatly appreciate that as well. So thanks, everyone. Have a great day. Thank you. Thanks.
spk18: And thanks again.
spk17: This does conclude the program. You may now disconnect. The conference will begin shortly.
spk18: To raise and lower your hand during Q&A, you can dial star 1 1. Thank you. Thank you. you you Good day and thank you for standing by. Welcome to the Quarter 4 EPR Properties Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you'll need to press star 1-1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, press star 1-1 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Brian Moriarty. Please go ahead.
spk16: Thank you, Chris. Thanks for joining us today for our fourth quarter and year-end 2022 earnings call and webcast. Participants on today's call are Greg Silvers, Chairman and CEO, Greg Zimmerman, Executive Vice President and CIO, and Mark Peterson, Executive Vice President and CFO. We'll start the call by informing you that this call may include forward-looking statements as defined in 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 operations may vary materially from those contemplated by such forward-looking statements. Discussion of those factors that could cause results to differ materially from those 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 available on the Investor Center page of the company's website, www.eprkc.com. Now I'll turn the call over to Greg Silvers.
spk14: Thank you, Brian. Good morning, everyone, and thank you for joining us on today's fourth quarter and year-end 2022 earnings call-in webcast. For the full year, we delivered 52% per share growth in FFO as adjusted, demonstrating our continuing recovery and the resilience of our experiential investments. This resilience is also reflected in our improving theater rent coverage levels and the continued strength of our non-theater rent coverage. Even against a backdrop of recession fears, the consumer continues to support our affordable drive-to experiential properties. We are also pleased that in the fourth quarter and through February 2023, we have received all scheduled rent and deferral payments from Regal as we are working through the process toward a resolution. Our tenant industries continue to demonstrate healthy momentum. This is particularly evident at the box office, which was up by more than 64% in 2022. Sustained wide release content continues to be the key ingredient for success. As the number of wide release films have grown, ticket sales have grown, and major studios have reasserted their focus on theatrical releases. During the year, we also resumed our investment spending. deploying capital in a disciplined manner across a variety of experiential properties. After pausing our investment spending for nearly two years during the pandemic, our efforts in 2022 validate our ability to identify, underwrite, and close quality transactions in the experiential space. For the year, we closed transactions valued at over 600 million, with over 400 million being deployed in 2022 and the balance being deployed in 2023 and 2024. We are able to fund these commitments without raising additional capital, and the average cap rate on these investments was over 8%. As we've stated in the past, the vast majority of our investments come through our network of tenants and partners. Our depth and breadth of knowledge in the experiential real estate investing is unmatched among REITs. In 2022, this was evidenced by our expansion in the burgeoning areas of fitness and wellness, such as the community of climbing gyms, new wellness opportunities and the time-tested experience of natural hot spring spas, and our new partnership with Colorado-based Gravity House. In 2023, we expect to continue expanding our experiential portfolio with select investments in properties consistent with our growth strategy. Our growth pipeline remains robust as new and existing concepts and clients continue to grow to meet the demands of their experience-focused customers. Our challenge remains not one of opportunity, rather that our cost of capital has not recovered as quickly as our properties. We will, however, remain steadfast in our disciplined approach, focusing on the highest quality and the best risk-to-reward investments. At this time, we aren't providing earnings guidance due to the uncertainty of Regal's bankruptcy proceeding. However, we remain confident in our outlook and are maintaining our well-covered monthly dividend to common shareholders at its current level. While we still have work to do to regain our full momentum, we are heartened by our significant progress, and we remain resolute and confident in the quality of our properties. Lastly, I'm pleased to welcome John Case to our Board of Trustees. John brings a wealth of knowledge and experience in net lease real estate, and we are excited to benefit from his expertise as we continue to grow and expand our portfolio of experiential assets. Now I'll turn the call over to Greg Zimmerman, who will cover our business in greater detail.
spk11: Thanks, Greg. At year end, our total investments were approximately $6.7 billion, with 363 properties in service and 97% leased. During the quarter, our investment spending was $81.2 million, bringing the total investment spending for 2022 to $402.5 million. 100% of the spending was in our experiential portfolio and included the acquisition of a project for redevelopment and additional financing for an existing asset. Our experiential portfolio comprises 289 properties with 49 operators and accounts for 92% of our total investments or approximately $6.2 billion, and at the end of the quarter was 97% occupied. Our education portfolio comprises 74 properties with eight operators, and at the end of the quarter was 100% occupied. Our value-oriented drive-to destinations provide a compelling value proposition for families. To date, we have not seen meaningful impact on our operators from inflation, and we remain confident they will continue to prove resilient. Turning to coverage, the most recent data provided is based on a September trailing 12-month period. Overall portfolio coverage for the trailing 12 months continues to be strong at two times. Trailing 12-month coverage for theaters is 1.4 times with box office at $7.7 billion for the same period. Trailing 12-month coverage for the non-theater portion of our portfolio is 2.7 times. Now I'll update you on the operating status of our tenants. Q4 total box office was $1.8 billion. Total North American box office for 2022 was $7.4 billion compared to $4.5 billion in 2021. Our high-quality theater portfolio continues to outperform the industry. When strong pictures are available theatrically, the public is responding very favorably, and the results prove it out. Three films released after the pandemic are among the top nine highest-grossing North American box office films of all time. Spider-Man No Way Home is number three at $814 million. Top Gun Maverick is number five at $719 million. And Avatar The Way of Water, which opened on December 16th, is number nine at $658 million to date. We are eagerly anticipating the 2023 slate. The top five announced titles, each of which could exceed $200 million in North American box office, are Ant-Man and the Wasp, Quantumania, which opened February 17th and generated $120 million in domestic box office over the President's Day holiday weekend, Guardians of the Galaxy 3, Little Mermaid, Captain Marvel 2, and Aquaman 2. As the recovering box office demonstrates, When there are movies to see, consumers of all ages are returning to the theater. They still want to see good films on the big screen. Studios recognize the economic benefit of theatrical run and have increased production and refocused on theatrical exhibition post-COVID. We remain confident that the supply of films for theatrical release will continue to grow. As previously disclosed, on September 7, 2022, Cineworld filed for bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas. We have received our entire October, November, December, January, and February rent payments, along with the deferred rent payments due in those months, and we have also received court-ordered September stub rent payments in December, January, and February. Because the bankruptcy process is ongoing, beyond those updates, we will not comment about Cineworld. Turning now to an update on our other major customer groups. We continue to see good results and ongoing consumer demand across all segments of our drive-to value-oriented destinations. Our Eat and Play assets continue their strong post-pandemic performance with portfolio revenue for 2022 up 13% and EBITDARM up 12% over 2021. Many of our attractions and cultural portfolio had increased revenue and attendance in 2022 versus the prior year. Primarily because of increased labor costs, several assets had lower EBIT arm, but performance remained strong. We are particularly pleased with the performance of Santa Monica Pier and the City Museum in St. Louis. Both continue their post-COVID upward momentum. Revenue and attendance exceeded our expectations and projections at our two Canadian parks, Villages Vacances Valcartier and Calypso Water Park. The Hotel de Glace opened for the season on January 4th and will close on March 18th. Both Titanic museums had record years for attendance, revenue, and Ibadarm and were under construction to add the Titanic Custard and Chocolate Shop in Pigeon Forge. We continue to see strong occupancy and ADR growth at the Springs Resort. We anticipate commencing construction in Q2 for both the expansion of the springs and the redevelopment of the Murrieta Conference Center into a natural hot springs resorts. In our fitness portfolio, membership has exceeded pre-pandemic numbers with revenue continuing to grow year over year. Midway through the 2022-23 season, performance across our ski portfolio is strong. Q4 revenue was up significantly from Q4 2021. Visits are up. Resorts are returning to normal staffing levels from both services, including F&B outlets, some of which were closed intermittently in the 2021-2022 season. Good early season snowfall helped North Star, and while snowfall in the east wasn't quite as strong, performance has still been favorable. Room renovations are underway at Alyeska Resort in Alaska, which will further strengthen the leading four-season resort in Alaska. Our Margaritaville Hotel Nashville, proximate to all of Nashville's famous downtown destinations, had an excellent 2022 with significant increases in all metrics. Now that renovations at both the Beachcomber and Bellwether Resorts in St. Petersburg are complete, we're seeing stronger ADR and REVPAR numbers. As of January 1st, we rebranded our Cajun Palms RV Resort to Camp Margaritaville Bro Bridge, to go along with our very successful Camp Margaritaville RV Resort and Lodge in Pigeon Forge. Our education portfolio continues to perform well with year-over-year increases across the portfolio through Q3 of 13% in revenue, 8% in EBITDARM, and 3% in enrollment. As noted on our last quarter call, during Q4, KinderCare acquired Creme de la Creme, which we view as a credit enhancement. During Q4, we received $7 million as a participation payment in connection with the sale of Creme de la Creme. We anticipate that KinderCare will execute a pre-existing lease termination right in Q2 for five early education properties representing $2.8 million in annual contractual rent. We have plans to sell all five properties and redeploy the proceeds in experiential assets. The remaining KinderCare leases contain a contractual rent adjustment effective January 1, 2024, based on performance, which we anticipate will partially offset the anticipated rent reduction based on terminations. Turning to a quick update on capital recycling, during the quarter, we sold a vacant theater for net proceeds of $1 million and recognized a gain of $300,000. We continued discussions with multiple parties on our two remaining vacant theaters. During Q4, our investment spending was $81.2 million. On our Q3 call, we noted that in early Q4, we closed on a commitment with a new partner to provide up to $68 million in long-term mortgage financing for the expansion of the existing project, but we couldn't give details pending our customer's public announcement. Now we can. The investment will fund the addition of an indoor water park at the Barbarian Inn Lodge in Frankenmuth, Michigan. Located an hour and a half from Detroit, Frankenmuth is Michigan's Little Bavaria. With 3 million annual visitors, it's one of Michigan's leading tourist attractions, known for its annual Oktoberfest, the world's largest Christmas store, and many other popular events and festivals. Travel and Leisure recently named Frankenmuth one of the top 20 most beautiful winter towns in America. The Zender family has operated the Bavarian Inn Lodge for nearly 40 years, and we are very excited to participate with the family to expand this iconic property. In addition, in a new partnership, we funded $56.8 million of an approximately $64.5 million commitment for mortgage financing secured by six fitness and wellness properties operated by Gravity House in Breckenridge, Aspen, Vail, Steamboat Springs, Winter Park, and Truckee. We've also entered into a relationship agreement to finance future growth. Gravity House is a cutting-edge club model concept, providing fitness, wellness, dining, and lodging in outstanding experiential locations. Conde Nast Traveler recently named Gravity House Breckenridge the 10th best hotel in the Southwest. We're delighted to partner with Gravity House. Both these new relationships demonstrate our industry-leading ability to source and curate unique experiential opportunities. Finally, in our continuing partnership with Northgate Resorts, we acquired Jellystone Cozy Rest in Harrisville, Pennsylvania, near Pittsburgh, with a plan to expand and renovate the asset. EPR's interest is 62%. Our portion of the purchase price was $6.5 million, and our portion of the debt for expansion and renovation is expected to be around $13.9 million. This brings our RV resort investments to four as we build out this stable experiential lodging asset class. Cap rates for 2022 exceeded 8% and continue to be in that range in 2023, which should create compelling long-term value. As I mentioned, our total investment spending for 2022 was $402.5 million, entirely in our experiential portfolio. A number of these transactions will be funded through 2023 and 2024, so the total value of transactions closed in 2022 was over $600 million. We're extremely pleased with the quality and breadth of our experiential diversity we achieved in 2022. This was all driven by the hard work of our investments and underwriting team, leveraging our unmatched network of tenants and partners. We added one-of-a-kind properties, including Villages Vacance Valcoccia and Calypso Water Park in Canada and the Bavarian Inn Lodge in Frankenmuth. We developed a new relationship with Gravity House, a cutting-edge operator with six well-located assets. We broke ground on a new Topgolf in densely populated King of Prussia, Pennsylvania, and opened a Topgolf in the dominant Ontario, California market. We strengthened our Springs Resort in Pagosa Springs and invested in the acquisition and redevelopment of a conference center in Murrieta, California, into a brand-new natural hot springs resort in a densely populated market proximate to both Los Angeles and San Diego. We acquired a movement climbing yoga fitness location in Lincoln Park in Chicago, and we added to our investment in Alyeska Resort, Alaska's premier four-season resort. We're issuing investment spending guidance for funds to be deployed in 2023 in a range of $200 million to $300 million. Through the end of 2022, we committed approximately $250 million for experiential development and redevelopment projects that have closed but are not yet funded to be deployed over the next two years. We anticipate approximately $175 million of that $250 million will be deployed in 2023, and that is the amount included at the midpoint of our 2023 guidance range. In almost all of our experiential categories, we continue to see high quality opportunities for both acquisition and built-to-suit redevelopment and expansion. We have a robust pipeline with new and existing customers and concepts. Given the current backdrop, we are exercising discipline and have consciously decided to reduce our near-term investment spending and to fund those investments primarily from cash on hand, cash from operations, and with our borrowing ability under our unsecured revolving credit facility. As Greg noted, we are limited by the recovery of our cost of capital, not by opportunity. We are being more judicious with future investments with our disciplined approach to acquisitions to shepherd capital until economic conditions improve and our cost of capital returns to historical levels. Our focus on development and redevelopment investments in 2022 will lead to increased revenue in 2023 and 2024 as these investments fully come online. I now turn it over to Mark for a discussion of the financials.
spk05: Thank you, Greg. Today I will discuss our strong financial performance for the quarter and provide an update on our balance sheet. FFOs adjusted for the quarter was $1.25 versus $1.08 in the prior year, and AFFO for the quarter was $1.27 per share compared to $1.11 in the prior year. Before getting into the details, at a high level, our results for the quarter significantly exceeded the midpoint of our guidance due to the following. First, additional rent and deferral collections from Regal. Second, additional deferral collections from non-Regal customers. Third, additional percentage rent received. And fourth, better performance at our JVs and managed properties. Now, moving to the key variances by line item, Total revenue for the quarter was $178.7 million versus $154.9 million in the prior year. This increase was due primarily to improved collections from certain tenants which continue to be recognized in revenue on a cash basis or had previously received abatements. With respect to Regal, we received all monthly rent and deferral payments for October through December, as well as a portion of the September monthly rent and deferral payment. Both the December deferral payment of approximately $1.5 million and the partial September payment of approximately $0.8 million were not included in the midpoint of prior guidance as we had not yet received these amounts by the time of our last call. Also, contributing to the increase for the quarter versus prior year was scheduled rent increases as well as the effect of acquisitions and developments completed over the past year. This increase was partially offset by the impact of property dispositions. During the fourth quarter, we also collected all deferred rent and interest due from non-REGO customers. Recall that we did not include approximately $0.5 million in the midpoint of our prior guidance representing the December deferral payment due from these customers. In total for the quarter, including REGO, we collected $6.2 million of deferred rent from cash basis customers that was recognized as revenue when received. At December 31st, we had approximately $117 million of deferred rent owed to us not on the books, which will continue to be recognized only as cash is received. Regal makes up approximately $87 million of this balance and is subject to the bankruptcy negotiation. Note also, as Greg mentioned, we have already received full rent and deferral payments from Regal in January and February and have collected all non-Regal deferral amounts owed for those two months as well. Finally, we collected 4.6 million of deferred rent from accrual basis tenants that reduced receivables, leaving a balance on our books at December 31st of only 2.1 million. We expect to collect approximately 1.6 million of this remaining balance in 2023. Moving on, we had higher other income of 7.7 million versus the prior year, primarily due to 9.1 million in sale participation income recognized during the quarter, offset by a gain on insurance recovery of $1.2 million recognized in the prior year. The sale participation income included $7 million in cash received in connection with the sale of Creme de la Creme's early childhood education business to KinderCare, and $2.1 million in cash received in connection with the sale of a ski property that secured a mortgage loan which was paid in full in 2019. Note that the sale participation income has been excluded from FFO-adjusted and AFFO. Additionally, we expect KinderCare to exercise a lease termination right with respect to five early education properties during the second quarter of 2023, representing $2.8 million in annual rental income. The remaining 16 leases have a contractual rent adjustment based on performance that is effective on January 1, 2024. We anticipate this adjustment will partially offset the anticipated rent reduction related to these lease terminations. We expect to sell these five early education properties and redeploy the proceeds into experiential assets. Percentage rents for the quarter totaled $5 million versus $6.9 million in the prior year. The decrease first prior year primarily related to less percentage rent from an early education tenant based on a restructured lease, which has higher base rents in 2022. Percentage rents exceeded the midpoint of our guidance by $1.4 million, due to outperformance across several of our experiential property types. G&A expense was right in line with expectations, increasing by $2.6 million versus prior year, primarily to an increase in payroll and benefit costs, including SOC grant amortization, as well as an increase in travel expenses and professional fees. During the quarter, we reassessed the holding period of the five KinderCare properties subject to the lease terminations, as well as two of the Regal Theater properties that were subject to a prior motion to reject leases. As a result of this reassessment, we recognized a total of $23 million in impairment charges on these properties. These impairment charges were excluded from FFOs Adjusted and AFFO. Lastly, FFOs adjusted from joint ventures decreased by 1.2 million versus prior year to a loss of 1.7 million due to the fact that we have more JVs versus the prior year and the seasonal nature of these businesses. Despite the increase in loss versus the prior year, the performance of our JVs was better than anticipated in the midpoint of our prior guidance. Shifting to full year results, FFO as adjusted was $469 per share versus $309 in the prior year, and AFFO was $489 per share compared to $326 in the prior year. Both measures being up about 50% versus the prior year demonstrate our strong recovery from the impact of the COVID-19 pandemic. In 2022 full year, we collected approximately $18 million in deferred rent and interest from cash basis customers that was recorded as income, and approximately $25 million from accrual basis customers that reduced receivables. In total for 2022, we generated operating cash flow in excess of dividends of over $175 million. Turning to the next slide, I'll review some of the company's key credit ratios. As you can see, our coverage ratios continue to be strong with fixed charge coverage of 3.4 times and both interest and debt service coverage ratios at 4 times. Our net debt to adjusted EBITDA was five times, and our net debt to gross assets was 39% on a book basis at December 31st. Lastly, our common dividend continues to be very well covered with an AFFO payout ratio for the fourth quarter of 65%. Now let's move to our balance sheet, which is in great shape. At quarter end, we had consolidated Debt of $2.8 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 4.3%. Additionally, our weighted average consolidated debt maturity is 5.3 years with no scheduled debt maturities until 2024. We had nearly $108 million of cash on hand at quarter end and no balance drawn on our $1 billion revolver. We are not providing 2023 guidance for FFO as adjusted on this call due to the uncertainty related to Regal's bankruptcy. We will provide this guidance subsequent to the resolution of these proceedings. As we have previously discussed, given our current cost of capital and the current inflationary environment, we have consciously decided to limit our near-term investment spending and fund these investments primarily from cash on hand, cash from operations, and borrowings under our unsecured revolving credit facility. Accordingly, our 2023 investment spending guidance is $200 to $300 million, of which approximately $175 million relates to commitments on closed experiential development and redevelopment projects, and we do not anticipate the need to raise additional capital to fund these amounts. Our 2023 guidance for percentage rent is $8.5 million to $12.5 million, and our G&A guidance is $54 million to $57 million. Guidance details can be found on page 24 of our supplemental. Now, with that, I'll turn it back over to Greg for his remarks.
spk14: Thank you, Mark. Outstanding growth in FFO, strong investments in pipeline, and continuing consumer resilience were just a few of the key themes of our call today. And I wanted to take a moment and acknowledge and thank our entire team of associates that worked so hard to produce these results. We take pride in driving value for our shareholders, and we look forward to continuing our progress in 2023. With that, Chris, why don't we open it up to questions?
spk18: Thank you. At this time, we'll conduct the question and answer session. As a reminder, to ask a question, you'll need to press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question at any time, press star 1-1 again.
spk17: Please stand by while we compile the Q&A roster. Our first question comes from the line of Joshua Dinnerline with B of A Securities.
spk18: The line is open. You may go with your question.
spk22: Yeah. Hey, good morning, everyone. I guess I was just looking for a little bit more color on in the press release you mentioned Regal initially I guess filed a motion to reject three leases for or reject leases for three properties and then decided not to proceed with those. Is there any kind of additional color you can provide on that and
spk14: Yeah, Josh, it's Greg. I wouldn't read very much into that. I mean, it's a very fluid situation. If you look at the way the bankruptcy process, there's been properties move in and out of motions. So I think it's, like I said, I don't know that that's reading into that is positive or negative. It's just a lot of tactics that go on with that. But Greg, maybe you want to add more to that? I think that summarizes it.
spk22: All right. And then maybe one more on Regal. I guess if you were to get assets back, I guess how are you thinking about what you would do with those assets? Is it your preference to kind of sell them, redevelop the properties, or just continue operating them as theaters with a different operator?
spk14: Again, it's probably one of very property specific. If there are opportunities, whatever kind of drives value, the best value. So we'll explore all of that. We've talked openly about the fact that we've created optionality that if we want to have these properties managed, that Greg and his team have created that optionality for us. I'm sure, depending upon where the property is located and its alternative uses, we would explore sale. So until we get a good sense of not only specific properties, but how many, it's really hard to comment on the variety of kind of alternatives we would pursue. But Greg?
spk11: Josh, I think coming out of the pandemic, we executed on all three strategies. We released some theaters, we sold some theaters, and then as Greg mentioned, we managed two theaters. So we have all those options available in this case as well.
spk21: Got it. Thanks, guys. I'll jump back in the queue.
spk17: Thanks, Josh. Thank you. One moment for the next question. This question comes from Rob Stevenson of Jenny Montgomery Scott.
spk18: Your line is open.
spk19: Good morning, guys. Just to follow up on the last question, Greg, outside of AMC and Regal, how would you characterize the health and the expansion plans over the next couple of years of the smaller regional operators? Are they going to be in a position to be the retenant on whatever Regal or whoever gives back over the next few years, or do they have their own problems and the vast majority of these theaters are going to have to be redeveloped as something else.
spk14: Again, and I'll let Greg jump in, but I think the health generally of the non-public tenants were substantially helped by government assistance, as we saw coming into and out of the Save Our Stages program. So I think, again, as we've always said, Good theaters will find a home, and they will have people who are very interested in either operating or leasing those. I don't think it's going to be for lack of opportunities that we have. I think what's good for the industry is I don't think you're going to see a lot of new ground-up growth. So really what we're talking about is people will be looking for opportunities that can be very quickly taken over and brought back into production relative.
spk11: But, Greg, yeah, I think that's accurate. And, Rob, also I would say, you know, our theater coverage is 1.4 times, and we do have within that coverage a number of regional theaters that continue to perform fine and well.
spk19: Okay. And then just turning to the education side, you know, what is the market these days for decently leased education assets? Is there, you know, the cap rates if you wanted to sell more of that portfolio than just the five that you're getting back from KinderCare? Is that available to you at a reasonable pricing? Is that pricing not really there yet today and it's better to hold these? I know that the education's been a reduce for you guys for a while, but how does that timeframe work and what are you guys thinking about there?
spk14: Yeah, I think it's the approach, and again, I'll let Greg Zimmerman contact. I think the market is still rather good if you're wanting to sell one-off assets. This is a market that still is sought after by the 1031 buyer, so there's a lot of interest there. I think as you start to kind of put large portfolios together, It's really about the debt markets and the availability of debt. So I think at that point, it kind of trades not that vastly different from a lot of net lease assets, and therefore just kind of finding the right opportunity. But I think it's still, as evidenced by the performance, a very strong, resilient asset class that there's still good demand for.
spk11: I agree. And the other thing I would say, Rob, is that these buildings are pretty easily used for other, I'll call it service retail use, be it a medical use or dental office. So there are other opportunities beyond just education.
spk19: Okay. And then one last one for Mark. What is your best guess as to where an AMC will go off cash basis accounting, assuming no major issues going forward? And then how long after Regal would exit bankruptcy would it be reasonable for them to go off cash basis accounting given what you know today?
spk05: Really, we want to see continued stabilization of the box office, frankly, and stabilization of the tenant credit. So we don't really put a time frame on that. We're going to be conservative with respect to that. Frankly, we're getting paid and recognizing revenue similarly to what we'd be recognizing otherwise. And You know, we're not in a hurry to put a whole lot of straight line rent on the books, which would be the result when we put them back from cash basis to accrual. So I don't really have a timeframe, but we want to continue to monitor, like I said, box office improvement and certainly tenant performance before we make that decision.
spk19: Okay. Thanks, guys. Appreciate the time. Thanks, Rob.
spk17: One moment for our next question. This next question comes from Kaibin Kim of Truist.
spk18: Your line is open. You may go ahead.
spk20: Thanks. Good morning. Going back to the theater business, the 1.4 times coverage, these operators obviously have to pay themselves, pay GNA, pay the bank back. What is, from their perspective, a healthy level of coverage? Because it probably has to be more than 1.4. And if you can bracket that with what you think or what the industry thinks 2023 box office sales will be and where that coverage might drift up to?
spk14: Again, Keegan, I think the first point is we operated for 20 years probably in a range of 1.6 to 1.8 as a theater coverage metric. So I think kind of bracketing around that kind of 1.7 kind of midpoint has been deemed to be quite healthy. I think, and I'll let Greg comment on this, I think that you're seeing kind of all over the board kind of expectations on 2023 because candidly the film slate is still coming together and everybody has kind of circulated around what really drives the box office number is the number of wide release films. And so I think that's kind of I think we feel like we're going in the right direction. I think with what's in production in 2020 headed toward 2024 is kind of the first real kind of stabilization number that I think that I think I'll speak and then Greg that for 2024 we're seeing closer to a return to a 9 billion type number. What it gets there this year between last year and that will be really about films and do they move into 24 or 23. So there's still a lot of cloudiness as we sit here in the first quarter as to where that ends. But the trajectory of where we're going based upon what the studios are saying right now is very positive toward a kind of a stabilization. Now, even at $9 billion and above, that's still... call it 20% down, but in that environment of 20% down, we think we still have a very healthy business.
spk11: But Greg... Yeah, Kevin, the other thing I would say is sort of, Greg's absolutely right. The number of major releases is of critical importance because, you know, major releases generally average about $70 million a title, but we also need smaller films to draw additional traffic to reach audiences that may have stopped coming to the theater. The ramp up of production is continuing. I think studios are understanding that they're going to make money in theatrical. I'll give an example. Magic Mike's Last Dance was greenlit for HBO Max with the change in leadership at Warner Brothers. They've decided to release it theatrically and it's made nearly $20 million. So we're kind of getting back to where we were in 2019 with theatrical and leading into streaming and studios using flexible windows. So all that is pointing in the right direction as we heal the theatrical business.
spk20: And when you compare Regal's rent coverage ratios versus AMC, I think last time we spoke, it was pretty similar. Can you just remind us if that's the case? And when you look at your Regal locations, I'm just trying to better bracket the downside. How many good competing operators are within a reasonable radius of their regal locations? I'm just trying to understand if other competitors even need to take the lease.
spk14: Yeah, I mean, again, I think there is not huge disparity as far as kind of the coverage idea. And I think, again, as we talked about earlier, it's truly kind of market by market. And I think there will be demand for a substantial number of these assets. We don't have any doubt of that. So I think, again, it's going to be kind of market by market because you know, when you have 57 assets, you can't paint kind of with a general brush, but Greg, I think that covers it.
spk09: Okay, thank you. Thanks, Kevin.
spk18: Thank you.
spk17: One moment for next question. This question comes from the line of R.J. Milligan of Raymond James.
spk18: Your line is open.
spk07: Hey, good morning, guys. I was just curious if you could give us... any indication or ballpark as to when you expect the negotiations with Regal to be concluded?
spk14: That would be a great idea, RJ. And if you had any insight into that, we would appreciate it. Again, it's not that we don't want this process to end, but let's just look at kind of the overall timeframe. When they entered bankruptcy in September, they said they would be out at the end of February. I think their latest plan says now they're going to be out in June. So, again, there's just a lot of dynamics that go into it. If you think about what's going on in that, not only do they have landlords they're negotiating, but they're also negotiating with existing lenders where they've filed plans to convert about $3 to $3.5 billion worth of debt into equity. And so there's a lot of moving parts that they are continuing to work through. I think there are times that, again, I just want people for transparency. Even if we, and we haven't, but let's just say in a month from now, we negotiate a deal. It may be till the end of the bankruptcy before we can announce that deal. because they may want us to keep that information confidential and not share what we've negotiated with relative to other landlords. So, RJ, I appreciate the frustration. I appreciate the desire to want to kind of dimensionalize kind of both the timeframe and the impact. It's just very hard for us to do that at this time.
spk05: And while we'd like to clear the uncertainty, while we wait, we're getting paid 100% rent and 100% deferral payment. So we're doing fine as we wait, but we would like to resolve it.
spk07: Okay, that makes sense. And then my second question is for the five childhood education centers that are closing, is there anything specific about those
spk14: uh as to why they're they're closing and you know is that any indication in terms of the performance of the overall childhood education portfolio and i'll let greg elaborate on this but again i i don't know that there's anything i'm sure there's some performance issues but you just went through a major acquisition m a combination so i'm also there's probably there's performance there's rationalization there's a lot of things that i think go into that mindset Again, I think we're very pleased with having KinderCare, as Greg mentioned, as a credit upgrade, a public company, so that we'll be able to have greater visibility to that. As part of kind of when we did this four or five years ago, we have a rent reset that we think will recover a substantial portion of that back. And it also gives us assets that free up to sell to recycle capital. So I don't think there's any read-through on the kind of general health of the early ed, because as Greg spoke about, actually we had attendance up, we had revenues up. So these were strong. We had strong performance in the portfolio.
spk05: Interestingly, by the time you... have the rent reset, which we think will offset the annual decrease, plus add in the fact that we got $7 million, plus we will sell these five properties in time. By the time we redeploy that, you know, overall, when you look at it and step back, we'll probably come out better than we were before in terms of NOI, although it'll take a little time to get there.
spk08: Okay, that's it for me. Thanks. Thanks, Sergeant.
spk17: And thank you. One moment for the next question. This next question comes from the line of Aditi Velachandran of RBC Capital Markets.
spk18: Please go ahead.
spk01: Hi. Good morning, everyone. Just one quick question from me. Going along with KinderCare, are there any other tenants with similar lease termination rights to KinderCare?
spk14: Not really. We don't. I mean, remember, this was negotiated when we – this is probably, Greg, you can help me – five, six years ago when we did the children's learning adventure moving into – this new operator prior to KinderCare, CREM de la CREM, to do that. But from a broad speak, termination rights are not something that we have in our portfolio.
spk00: Okay, cool. That's it. Thank you.
spk14: Thank you.
spk17: Thank you. One moment for our next question. This next question comes from the line of John Masoka of Landenburg-Fallman.
spk18: Please go ahead.
spk03: Good morning.
spk10: Good morning, John.
spk03: Turning to the 4Q investment, if you think about the investments in the Varian Inn and Gravity House, just given how those were structured, what are maybe the rough LTVs on the mortgage investments you're doing in kind of the experiential lodging space?
spk14: Again, I'll let Greg, but I think it's closer to 60%, 65%. And so they're pretty relative, low LTVs. And in a lot of these scenarios, and Greg can speak to this, we also have conversion rights that we can at some time in the future convert these to long-term pieces. So we are creating... what we think is good optionality for us to control the property long-term, but different than a development lease. In a mortgage structure, you gain immediate income from those notes, and then if we preserve the right to convert those in the future, it gives us a little bit better kind of income and visibility and deployment and impact performance.
spk03: Okay, very helpful. And then we're going back to Regal. If you think about the 87 million of kind of deferred rent that's owed by the tenant, if you do get assets handed back in a bankruptcy, should we expect that amount to be reduced kind of on a one-for-one basis roughly to the amount of leases that are rejected, you know, i.e., if X percentage of leases get rejected, you know, it'll be that deferral amount be reduced by a similar percentage?
spk14: No, because it's actually driven by what the rent is on the various kind of properties that get rid of the leases. And so they're not – all leases are not, you know, $87 million divided by 57, and they're all – so it would be very much kind of driven by the income associated to that specific lease.
spk03: Okay, that's right. So it's going to be very bespoke to the assets that either do or don't get leased. Yes, yes.
spk02: Okay. Yes.
spk03: All right. That's it for me. And finally, congrats to any Chiefs fans on the other end of the line. Thank you.
spk17: Thank you. One moment for our next question. This comes from the line of Kai Bin Kim of Truist. Please go ahead.
spk20: Thanks. Just a quick one. So excluding the theater tendency, How are you thinking about bad debt for the remainder of the portfolio in 2023?
spk05: Yeah, we put in kind of a general 1% reserve. Frankly, with the coverage being at 2.7, you know, we feel pretty good about that, higher than it was in 2019. But we always put some reserves in for bad debt.
spk20: And any kind of more noticeable tenant concentrations within that bad debt?
spk05: No, it's kind of a general reserve because, frankly, we really don't see many issues at all within our non-theater portfolio.
spk13: So it's just a general. It's not kind of specific.
spk20: Okay, great. And then just one more question on mortgage loans that you make. Is it all current right now? Any kind of aging that's noticeable?
spk10: No, none. All current. Okay, thank you.
spk18: And thank you. That concludes our Q&A segment for this presentation. I'll turn it back over to Greg Silvers for any further remarks.
spk14: I just wanted to say thank you for everyone's participation today. We look forward to talking to you soon. And again, thanks to John for reminding us that we are the home of Super Bowl champions. So we greatly appreciate that as well. So thanks, everyone. Have a great day. Thank you. Thanks.
spk18: And thanks again. This does conclude the program. You may now disconnect.
Disclaimer