EPR Properties

Good day and thank you for sending by. Welcome to the fourth quarter 2023 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 a session, you will 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, please press star 1-1 again. Please be advised that today's conference is being recorded. I will now hand the conference over to your first speaker today, Brian Moriarty, Senior Vice President, Corporate Communications. Please go ahead.

Okay. Thank you, Victor. Thanks for joining us today for our fourth quarter 2023 and year-end 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 may include forward-looking statements as defined by the Private Security Litigation Act of 1995, identified by such words as will be, intend, continue, believe, may expect, hope, anticipate, or other such 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 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 materially 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 Greg Silvers.

Thank you, Brian. Good morning, everyone, and thank you for joining us on today's fourth quarter and year-end 2023 earnings call and webcast. 2023 was a year of meaningful progress as we delivered strong earnings growth executed our investment spending, delivered sector-leading total shareholder return, and positioned the company to achieve sustainable growth in the coming years. During the year, we saw a sustained level of strong performance in our non-theater portfolio, as evidenced by a consistent 2.6 times coverage level. Additionally, we were pleased to see over 20% growth in 2023 North American box office revenues versus the previous year. This growth translates to an increased coverage level of 1.7 times in our theater portfolio, which is squarely in line with pre-COVID coverage levels. It's important to highlight that we achieved this coverage level even as 2023 box office revenues were down approximately 20% from 2019. This coverage data reflects the strength of our theater portfolio along with the sustained trend of increased food and beverage per cap spending and along with operating efficiencies implemented by tenants. This coverage data is also consistent with our anticipation that we would achieve pre-COVID theater coverage levels prior to reaching pre-COVID box office levels. While last year's strikes will interrupt the linear annual growth in box office revenues due to title delays, the quality of our portfolio continues to endure and positions us well for a very favorable-looking 2025 film slate. Our investments during the year provided increased diversification and highlight our ability to source what are non-marketed opportunities. We ended the year with positive momentum in our investment spending, and as we move into 2024, we will continue to leverage this strength while remaining disciplined in our capital deployment and delivering reliable earnings growth. Our investment pipeline includes investments across our target property types with both new and existing relationship-based customers. We are also announcing a 3.6% increase in our monthly dividend to common shareholders. Considering our 2024 earnings guidance along with our dividend yield, we are positioned to deliver strong returns. While our equity remains at historically discounted price levels, the fundamentals of our business continue to strengthen, and our thesis on experiential real estate remains intact. Consumers have demonstrated consistent demand for the experiences our customers have to offer, and we look forward to again delivering for our customers and shareholders in 2024. Now I'll turn the call over to Greg Zimmerman to go over the business in greater detail.

Greg, at year end, our total investments were approximately $6.8 billion with 359 properties that are 99% leased, excluding properties we intend to sell. During the quarter, our investment spending was $133.9 million, bringing the total investment spending for 2023 to $269.4 million. 100% of the spending was in our experiential portfolio. Our experiential portfolio comprises 289 properties with 50 operators and accounts for 93% of our total investments, or approximately $6.3 billion, and at the end of the quarter was 99% leased. Our education portfolio comprises 70 properties with 8 operators and at the end of the quarter was 100% leased. 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 2.2 times. Trailing 12-month coverage for theaters is 1.7 times, with box office at $8.8 billion for the same period. Our theater coverage reporting assumes that the Regal Deal was in place for the entire trailing 12-month period. For comparison, Our Q3 theater coverage was 1.4 times on a trailing 12-month box office of 8.1 billion. Trailing 12-month coverage for the non-theater portion of our portfolio is 2.6 times. Now I'll update you on the operating status of our tenants. Our theater coverage is at 2019 levels, even though North American box office remains well below 2019 levels. We continue to see sustained increases in food and beverage spending and spending on premium large format screens. Our portfolio is well positioned to capitalize on these trends. As we have previously discussed, we are actively refining our overall portfolio by continuing to diversify our holdings and increasing our non-theater investments. We are also focused on reducing our number of theaters and improving the quality and coverage of our theater portfolio. In Q4, we took steps on both fronts. In our Q3 call, we noted an impairment of $20.9 million related to a likely restructuring with a small regional chain. In Q4, we finalized a restructuring agreement with Xscape Theaters, with whom we had four theaters. Pursuant to this agreement, we terminated a lease for one underperforming theater in exchange for a $2.5 million termination fee and entered into a percentage rent deal with a recapture rate for another. For the remaining two theaters, we reduced rent, enhanced the percentage rent component, and required the exhibitor to spend a minimum of $1 million per theater from its own funds to improve each theater within one year. In addition, in Q4, we sold two small market and underperforming Alamo draft houses operated by franchisees to the operator. We now have two Alamo draft house theaters, both corporately owned. one in San Francisco and the other in Austin. Turning to box office and the state of the industry, 2023 North American box office was $8.9 billion, a 21% increase over 2022. Q4 total box office was $1.9 billion. Because the Regal Resolution has a percentage rent component and because we now have seven managed theaters, we will provide our view of 2024 North American box office growths each quarter. Based on a review of box office estimates from industry analysts and our own independent analysis, we are estimating 2024 North American box office growths to be in the range of $8 billion to $8.4 billion. We are cautiously optimistic that as the year progresses, more titles will be released than anticipated as studios ramp up production, coming out of the delays caused by the writers' and actors' strikes. While it's too early to provide estimates for 2025, we are confident it will be a significant improvement over 2024. As we have said repeatedly, the box office gross is directly tied to the number of titles released. Given the strong performance of major titles in 2023, consumers clearly want to see movies in theaters, and importantly, Our high-quality theater portfolio continues to outperform the industry. 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. Increases in fixed costs, including labor, insurance, and taxes, continue to pressure EBITARM for many of our operators. In some locations, we are seeing some pullback in attendance from post-COVID highs. Nonetheless, our non-theater coverage remains healthy at 2.6 times, the same as we reported on our Q3 call. Our Eat and Play assets continue their strong performance, with portfolio revenue up in 2023 over 5% and EBITARM up 6% over 2022. Topgolf completed a self-funded refresh of four of our venues in 2023, and three more are scheduled for 2024. Our cultural portfolio performed very well in 2023 with increased revenue and significant increases in attendance. For many of our attractions offerings, attendance was up in 2023 over 2022. Our Murrieta Hot Springs Resort, operated by our partner at the very successful Springs Resort in Pagosa Springs, opened to the public in early February and is already receiving accolades. Condé Nast Traveler recently ranked it as one of the best new wellness retreats in the world for 2024. Marietta Hot Springs is midway between Los Angeles and San Diego and boasts over 50 natural hot springs pools and water features, along with numerous historic buildings on 46 acres. Further rooms and amenities will come online through the spring and summer. At the Springs Resort in Pagosa Springs, progress continues on the expansion with completion expected in 2025. Midway through the 2023-24 ski season, year-over-year revenue was essentially flat across the ski portfolio, primarily reflecting challenging weather conditions in November and December at all of our resorts other than Alyeska Resort in Alaska. Room renovations continue at Alyeska, and we are very pleased with the performance of the Nordic Spa. In our experiential lodging portfolio, Revenue in EBITDARM increased year-over-year from 2022 to 2023. Our Margaritaville Hotel Nashville, proximate to all of Nashville's famous downtown destinations, had an excellent 2023 with significant increases in all metrics. Our Beachcomber and Bellwether Resorts in St. Petersburg had year-over-year increases in occupancy and revenue, but there was some pressure on REVPAR and EBITDARM. Our Camp Margaritaville RV resorts in Pigeon Forge and Bro Bridge, Louisiana, showed strong year-over-year revenue gains. At Jellystone Warrens, we also saw solid revenue growth as we are seeing positive returns from our completed redevelopment program. Finally, we are underway with a substantial redevelopment at our most recent acquisition, Jellystone Cozy Rest, scheduled to be completed in time for the summer season. Our education portfolio continues to perform well, with year-over-year increases across the portfolio through Q3 of 6% in revenue, 15% in EBITDARM, and 2% in enrollment. As we indicated last year, our KinderCare portfolio is subject to a rent reset, retroactive to January 1st, but calculated in the first quarter. We also anticipate receiving one additional KinderCare location back to sell in 2024. Turning to a quick update on capital recycling. During the quarter, in addition to the sale of our two Alamo Drafthouse franchise theaters to the operator that I mentioned earlier, we sold the second of our vacant former Regals and the fourth of the five KinderCare properties we took back in 2023. The fifth vacant KinderCare location is under a signed purchase and sale agreement. Net proceeds for all transactions in the quarter were $22.2 million, and we recognized a net loss on sale of 3.6 million. Disposition proceeds for 2023 totaled 57.2 million. Subsequent to the end of the quarter, we sold another of our vacant former Regal theaters and now have sold three with eight remaining to sell. Of those, we have either a signed purchase and sale agreement or a signed letter of intent for three. Beyond the vacant former Regal theaters, we have one remaining vacant AMC theater which is under a signed purchase and sale agreement, and a vacant escape theater we terminated in Q4. After the close of the quarter, we sold both of our Titanic museums in Pigeon Forge, Tennessee and Branson, Missouri to a private equity firm at a 6% cap rate on in-place income for a combined $45 million in net proceeds and a gain on sale of approximately $17 million. The cap rate and gain demonstrate the value of our experiential investments. Finally, we are issuing 2024 disposition guidance in the range of $50 million to $75 million. During Q4, our investment spending was $133.9 million, and for all of 2023, totaled $269.4 million. In Q4, we closed on the funding of $77 million in convertible mortgage financing for the Mirabal Company's collection of award-winning Mirabal Inn and Spa Resorts in Skaneateles and Rhinebeck, New York, and Plymouth, Massachusetts. EPR has the option to convert the mortgage financing to a traditional sale-leaseback structure. The deal also includes additional commitments of $47.1 million to finance future projects. Mirabal's unique assets have received numerous national awards from Condé Nast Traveler, Wine Spectator, Forbes, and U.S. News & World Report. We couldn't be more thrilled with our partnership with the Mirabal companies and the Dower and Dalpas families as they expand their award-winning Mirabal brand. This partnership once again demonstrates our unparalleled ability to source sales because of our deep knowledge and reputation in the industry. In the quarter, we also closed on a $9.4 million acquisition of our second movement climbing gym and third overall climbing gym in Belmont, California, 20 miles south of San Francisco. Movement is a quality operator, and this real estate is excellent. Finally, subsequent to the end of the quarter, we closed on a build-to-suit financing for our sixth and ready carting location, this one in the greater Kansas City area. The total commitment is $35 million, with $8.8 million funded at closing. Cap rates exceeded 8%, which creates compelling long-term value. As I mentioned, our total investment spending for 2023 was $269.4 million, entirely in our experiential portfolio. A number of these transactions will be funded through 2024 and 2025. We're extremely pleased with the quality of the experiential investments we made in 2023 while we continued to exercise discipline in our investment spending. In 2023, with Mirabal, we added three unique and award-winning properties and developed a new partnership for growth. We developed our second natural hot springs resort with Murrieta Hot Springs and continued the expansion of the springs resort. We opened a new Topgolf in densely populated King of Prussia, Pennsylvania, and added to our growing investment in climbing gyms. We substantially completed the renovation of our Jellystone Warrens RV Park and successfully rebranded our Cajun Palms RV Resort to Margaritaville Pro Bridge. We continued our renovation and reinvestment in our Alyeska Resort in Alaska. The cadence of investments heading into 2024 is strong. As always, our performance and pipeline are driven by the hard work of our investments and underwriting team, leveraging our unmatched network of tenants and partners. We're issuing investment spending guidance for funds to be deployed in 2024 in a range of $200 million to $300 million. Through year end, we have committed approximately $240 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 140 million of that 240 million will be deployed in 2024, and that amount is included at the midpoint of our 2024 guidance range. In most of our experiential categories, we continue to see high-quality opportunities for both acquisition and build-to-suit redevelopment and expansion. We have a robust pipeline with new and existing customers and concepts. Given our cost of capital, we will continue to maintain discipline and to fund those investments primarily from cash on hand, cash from operations, proceeds from dispositions, and with our borrowing ability under our unsecured revolving credit facility. I now turn it over to Mark for a discussion of the financials. Thank you, Greg.

Today I will discuss our financial performance for the fourth quarter and the year, provide an update on our balance sheet, and close with introducing 2024 guidance. We had another strong quarter of results, with FFOs adjust of $1.18 per share versus $1.25 in the prior year, and AFF of $1.16 per share compared to $1.27 in the prior year. Note that out-of-period deferral collections from cash basis customers included in income were $0.6 million versus $6.2 million in the prior year, resulting in a decrease versus prior year of $0.07 per share. I'm pleased to report that as of year-end, we have collected all accrued deferred amounts related to the pandemic. The remaining off-balance sheet amount of $12 million relates to only two tenants, one with a balance of approximately $0.6 million that has been paying based upon an agreed-upon schedule which concludes in 2024, and the other with a balance of approximately $11.4 million with payment depending on exceeding an EBITDA threshold. We believe the fact we have been paid back over $150 million of deferred rents since the pandemic, in addition to current rents, speaks to the strength of our tenants' businesses and validates our approach in managing through that challenging time. We'll work closely with each of our tenants to develop plans that work with their businesses and help position them for longer-term success. Now moving to the key variances by line item. Total revenue for the quarter was $172 million versus $178.7 million in the prior year. Within total revenue, rental revenue decreased by $3.9 million versus the prior year. The positive impact of net investment spending in the current and prior years and the $2.5 million lease termination fee recognized during the fourth quarter of 2023 that Greg discussed were more than offset by the reduction in out-of-period deferral collections that I just mentioned and as well as a reduction in rental revenue related to the regal restructuring that took place in August. Additionally, percentage rents for the quarter increased to $6.2 million versus $5 million in the prior year, primarily due to increased revenue at two attraction properties acquired in June of 2022. Recall that percentage rents are expected to be recognized for the first time for theaters under the regal mass release beginning in mid-year 2024. I will have more on percentage rents when I discuss our 2024 guidance. The increase in mortgage and other financing income of $1.9 million was due to additional investments in mortgage notes during the year. Both other income and other expense relate primarily to our consolidated operating properties, including the Cartwright Hotel and Indoor Water Park and seven operating theaters. However, other income for the fourth quarter of 2022 included $9.1 million of sale participation income. The offsetting increase in other income and the increase in other expense compared to the prior year was due primarily to the additional five theaters surrendered by and previously leased to Regal, which have been operated by third parties on EPR's behalf since early August. On the expense side, G&A expense for the quarter increased to $13.8 million versus $13.1 million in the prior year due primarily to higher payroll costs, including non-cash share-based compensation, as well as an increase in professional fees. Interest expense net for the quarter decreased by $1.5 million compared to the prior year due to an increase in interest income on short-term investments and an increase in capitalized interest on projects under development. Now shifting to full-year results, FFOs adjusted was 518 per share versus 469 in the prior year, an increase of about 10%. And AFFO was 522 per share compared to 489 in the prior year, an increase of about 7%. As shown on the next slide, both 2022 and 2023 results benefited from out-of-period deferral collections from cash basis customers recognized in income of about $0.24 and $0.48 per share, respectively. Excluding these collections from both years, FFO's adjusted per share still grew by nearly 6% and nearly 5% when you also exclude the lease termination fees recognized in all of 2023, totaling $3.4 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 at 3.2 times and both interest and debt service coverage ratios at 3.8 times. Our net debt to adjusted EBITDA was 5.3 times for the quarter. Additionally, our net debt to gross assets was 39% on a book basis at year end. Lastly, our common dividend continues to be very well covered with an AFFO payout ratio for the fourth quarter of 71%. 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%. Our weighted average consolidated debt maturity is over four years, with only $136.6 million due in 2024, which we anticipate paying off using our line of credit. We had 78.1 million of cash on hand at quarter end and no balance drawn on our $1 billion revolver, which puts us in an enviable position given the continued difficult backdrop of the capital markets. We are pleased to be announcing a 2024 FFO's adjusted per share guidance of 476 to 496. Note that given the timing of expected percentage rents, which are heavily weighted to the last three quarters of the year as in the past, as well as the fact that the first quarter is the off-season for many of our operating properties, including all of our RV parks. We expect results for the first quarter of 2024 to be lower than the full year, divided by four, by about $0.09 per share. As we have discussed previously, given our current cost of capital, we have consciously decided to limit our near-term investment spending. We are providing our 2024 investment spending guidance of $200 to $300 million, And as in 2023, we do not anticipate the need to raise additional capital to fund these amounts. We are also providing our guidance for disposition proceeds for 2024 of $50 million to $75 million, percentage rent and participating interest of $12 million to $16 million, and G&A expense of $52 million to $55 million. The midpoint of guidance for percentage rents and participating interest reflects an increase of about $2 million versus the prior year. This increase is primarily related to the percentage rents expected from theaters subject to the Regal Master Lease and is offset by certain properties that have base rent increases in 2024, causing the breakpoint for percentage rents to go up, as well as the cultural property that was sold in February that had percentage rents in 2023. The midpoint of G&A guidance reflects a decrease from prior year of about $3 million. This is primarily due to a decrease in expected non-cash stock grant amortization and to a lesser degree, the decrease in legal costs associated with the Regal Bankruptcy Settlement in 2023. Note that this G&A guidance does not include, does not reflect the two to three cents per share charge expected to be recognized in Q1 related to an executive retirement. This charge is substantially non-cash and will also be excluded from FFOs adjusted and AFFO. On the next slide, guidance for our consolidated operating properties is provided by giving a range for other income and other expense. In addition, we are providing guidance for our operating JVs, both equity and loss from JVs per gap, which of course is after our share of depreciation, as well as the expected contribution from JVs to FFOs adjusted. The midpoint of guidance for both our consolidated operating properties as well as our operating JVs implies an increase in FFO as adjusted versus 2023. Guidance details can be found on page 24 of our supplemental. On the next slide, I thought it would be helpful to illustrate the anticipated impact on growth in FFO as adjusted per share for 2024 at the midpoint of guidance. when you remove the impact of out-of-period cash basis deferral collections from 2023 of $36.4 million, or $0.48 per share, and the amount expected for 2024 of $0.6 million, or a penny per share. As you can see on the schedule, FFO's adjusted per share growth without deferral collections from 2023 to 2024 is expected to grow by 3.2%. The expected growth is just over 4% when also excluding the impact of lease termination fees recognized in 2023 of $3.4 million. This is consistent with what I said last quarter when I mentioned we could grow our earnings at about 4% without the need to access the capital markets and while maintaining our targeted debt-to-EBITDA range of 5 to 5.6 times. Finally, based on expected 2024 performance, we are pleased to announce a 3.6% increase in our monthly dividend, beginning with the dividend payable April 15th to shareholders of record as of March 28th. We expect our 2024 dividend to be well covered with an AFFO per share payout ratio of about 70% at the midpoint of guidance. Now with that, I'll turn it back over to Greg for his closing remarks.

Thank you, Mark. Today's report reflects the continued strengthening of our portfolio, with theater coverage returning to pre-pandemic levels. The quality of our portfolio has allowed us to collect over 150 million deferred prints, including all accrued amounts related to the pandemic. Additionally, our guidance demonstrates our ability to continue to grow, even in a capital-constrained environment. Finally, I want to take a minute to acknowledge the retirement of Craig Evans, our general counsel and secretary. Craig and I have worked together for many years, and he has served as a trusted advisor and respected member of the EPR executive team. His accomplishments are too numerous to mention, but his efforts are much appreciated, and we wish him all the best in his retirement. Now, let's open it up for questions. Victor, are you there?

Thank you. At this time, we'll conduct a question and answer session. As a reminder, to ask a question, you need to press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. One moment while we compile the Q&A roster. One moment for our first question. Our first question comes from the line of Joshua Dennerling from Bank of America. Your line is open.

Yeah. Hey, guys. Thanks for the time. Could you remind us what's in your JV bucket and our operating assets? I'm assuming all the operating assets are in the JV and just like how you guys are thinking about those assets on a longer term basis, whether or not like the guide for 2024 is like where they kind of stabilize out.

Yeah, so you've got operating properties in a couple buckets. You've got consolidated operating properties that are in other income and other expense, and that's the Cartwright Hotel and Water Park, and you've got the seven operating theaters. So that's other income and other expense. On the JV side, we've got four properties or four sets of properties, three of which are RV parks, and the other one is the investment in the two hotels in St. Petersburg. As far as the guidance for... 24 on the JVs, because I think that's more what you're asking about. It's up about $400,000 versus actual results for the prior year. And we also have an increase of about $1.2 million in interest expense embedded in that. So from an operating perspective, it's really up more like $1.5 million. Part of that interest expense increase is things coming off of capitalization, but in the St. Petersburg properties, we also have a interest rate cap that's expiring in June. June, that was kind of capped so far at like 3.5%, so that's going to go up. But beyond that, we do expect, you know, we've put recent investments in the JVs. I think we spent somewhere upwards of $16 million in 2023. And unlike a lease, it takes a bit of time for that to ultimately result in improved performance. So we were a little bit conservative or cautious thinking that it would have an immediate impact in 2024 in our guidance. But longer term, we're confident that those investments are going to bear fruit. And I think if you move into 25, you'll see an even larger increase. So to answer your question, we don't think they're at their kind of final endpoint in our 2024 guidance, given the recency of the investment. And it takes a little time for those to bear fruit.

Okay, that's good color. And then maybe just on the operating assets that don't flow through the JV line, how are you thinking about those from, I guess, where they are in the 2024 guide versus, like, maybe where they can kind of stabilize out?

Yeah, sure. If you kind of look at the guidance, you know, for other income and other expense, last year that net amount was about $1.1 million, but some of that was income from FX and some miscellaneous income. So it's kind of about break-even. You put it all together with the operating theaters just transitioning from Regal and then sort of the cartwright. For next year, if you look at the midpoint of our other income and other expense guidance, it's about $3 million. And about $2 million of that is from the theaters, from the seven theaters. And we expect that those will start to produce income. Obviously, we're in transition in 2023. As we move into 2024, those will start to produce income. That's a little bit lower than the chart we put out, frankly, for the theaters. for the operating theaters that we got back in the Regal transition. And frankly, we're just being a little bit conservative on that takes a little bit of time to transition those to Cinemark and Phoenix, the operator of those five theaters. So that's a little below what the chart implied that we put out back when we did Regal. I will say on the percentage rent side, we do have the full number kind of baked in from that chart on the theaters that didn't have to go through that transition that we took back from Regal where we did the percentage rent deal. So that kind of gives you a little color. I do expect, you know, those, if you move to 25 and you see the increase in box office as expected for 25, those should both in the percentage rents line and in the operating profits line should increase significantly. you know, quite a bit as box office is scheduled to go up, you know, anywhere from 8 to 8.4 to something like 9.5 billion-ish for 25. So growth in 25 and those ought to be pretty good.

Thanks for that. Appreciate the time.

Thank you.

Thank you. One moment for our next question. And our next question comes from Todd Thomas from QBank Capital Markets.

Your line is open.

Hi, thanks. Good morning. First question, Mark. I just wanted to follow up on sort of the guidance and the theater commentary. I'm just looking for a little clarity. You outlined the box office projections for the calendar year 2040 to $8.4 billion, but also noted that the box office is running a little behind in the near term due to the strikes. What's the contribution to percentage rents from the Regal lease specifically and that 12 to 16 million dollar percentage rent assumption and you know can you just talk a little bit I guess about how you think the box office shakes out for the Regal lease which which runs through July 31st?

Sure and I'll jump in Mark before this is Greg Todd I think what we would say is we think for the lease year that the the box office is going to be 8.3 billion for the lease year so again As Mark indicated otherwise, we think if you go and look at our chart that we supplied when we do that, those numbers are consistent with what we think on the regal contribution. Again, remember, that's an August 1st to July 31st lease year, so we kind of have broken it out, both giving you our view on kind of what the full year box office will be and then kind of the lease year. So, again... Those are clearly impacted by the strike, but still think that it will be a nice contribution, as Mark indicated in his comments, of what it will add.

The percentage rents from Regal per the chart and what we have in our guidance is about $3.8 million.

Okay, that's helpful. Got it. So $8 to $8.4 billion for 2024 and $8.3 billion... is sort of the assumption for the regal lease here. I just want to make sure. Lease here.

That's correct.

Got it. And then you discussed the lease restructuring with Xscape that took place during the quarter. Should we expect additional lease restructurings in the theater portfolio in the near term? And is there a percentage rent that you're expecting from Xscape in 2024 within that $12 to $16 million guide?

I don't know, and Todd, this is Greg, I don't know that we have any other planned restructuring, but Greg and his team take the opportunity. If we think we can improve the overall portfolio and save or create capital by taking theaters back and selling them and still create an overall stronger, we'll definitely take a look at it. I don't think that there's a meaningful contribution for that theater. I think the long-term plan is probably itself at theater as, you know, either for theater use.

Well, let me, yeah, let me, so there is a percentage rent component to one theater, and then we also enhanced the percentage rent on the two theaters that we're going to continue, Todd. And like Mark said about investments in the RV park, I mentioned that the operator is going to refurbish both of those theaters. So we would hope that if there would be percentage rent, that would come after those revolutions.

Okay, got it. That's helpful. And then, Mark, you know, just in terms of the August 24 maturity, $135 million, 4.35 percent, I think you mentioned, you know, that you plan to retire that on the line, which I think is consistent with what you said last quarter. But debt costs have come in somewhat. Just curious if that's still the plan or if your thought process has evolved a bit.

It's still the plan. If you kind of look at our cash flows for the year, you know, we start with cash on hand. We have excess cash flow in excess of $100 million. We have dispositions. And then we can fund CapEx, maintenance CapEx, and pay off that private placement and still only end up with about $150 drawn on our line given our current plan. So, Still a modest draw, but yes, the plan, as I said, as you said, and as I said last quarter, is to pay it off the line and not have to access the capital markets. Now, should the capital markets be there, we can look at longer-term financing, but our plan right now is to pay it off the line.

Okay. All right. Thank you.

Thank you. One moment for our next question. Our next question comes from Anthony Pallone from J.P. Morgan.

Your line is open. Great, thanks. Can you talk just generally as you're looking out to 24 where the coverage levels are lowest or what might be on the watch list outside of, say, the theater stuff, just your non-theater assets?

Again, I'll let Greg jump in, but really our watch list is... very diminished. Again, I don't know that we have anything that's jumping out. Greg's shaking his head so you can't hear that. But I think, again, and it points to the idea of, you know, when we reflected last quarter, we talked about a theater coverage in the 1415 range that was on an $8.1 billion box office. So I think our thoughts are, you know, relatively, Tony, we've seen the low water mark of theater coverage, if we talk somewhere between 8 and 8.4. So things are clearly improving in that sector. And as we've talked about earlier, even with and in the face of some increased expense pressure, our coverages have remained high in our non-theater space. So I don't think we see really, we don't have any credit worries that we're addressing right now.

And Tony also, as I said in my script and we keep repeating, we're very thoughtful on the theater side about pruning what I would call underperforming or small market theaters, which kind of by definition had poor coverage. So I think overall our portfolio is healthier because of the steps we've taken.

Okay, so then if we think about just put aside sort of the operating assets and percentage rents, but if you think about just the contractual or organic growth in the portfolio, I mean, what should that number look like? Because it seems like 24 might be down because you did the theater, you got the term fee, and so you did the theater restructuring. It sounds like you're getting a

Sure. I mean, I think generally we've said somewhere in that 1.5% to 2% is kind of. Next year in 2025, we'll be impacted by that because of our AMC lease restructure. We have a lease bump for AMC next year in 2025, which because of the fact that their cash bases were not straight lining. So that will be a more meaningful bump as we get into 25. But on a run rate basis, that kind of 1.5% to 2% is general.

Yeah, as Greg said, it can vary depending on whether it's every five years it actually hits. And like you said, in the case of AMC, it's our first bump, and it'll be pretty meaningful in 2025. So we should see more kind of higher internal growth in 2025 than 2024.

Okay, great. Thank you.

Thank you, Tony. One moment for our next question. Our next question comes from the line of Samiz Rose from Citi.

Your line is open.

Hi, thank you. I just wanted to ask you a little bit about the Mirabeau spa relationship. It sounds like it's a mortgage going in. You mentioned you can convert it into a more sort of traditional sale leaseback. Is that your option, and would you expect to do that? And could you just talk about the kind of yields that you're getting on that investment? Sure.

Sure, Smeets. Yes, it is at our option. There are a couple of triggers that would take time. You know, we get to make a decision over time as the performance goes out, and then some of it also relates to the forward commitment that we have with them to fund future operations. We don't get into the cap rates on individual deals, but as I said early on in the script, you know, most of our deals last year were 8 or above 8% cap rate.

Okay, and then the leverage looks like it moved up sequentially. I'm just wondering where you expect that to be, maybe by year-end in your guidance? And could you just repeat what the goal is on the leverage time?

Sure. Leverage is 5 to 5.6, and with our plan, we'll be squarely within that, perhaps even at the lower end of that in our plan going into 24. So we've always kind of maintained that 5 to 5.6, and that's I kind of laid out the cash flows for next year. A lot of our funding is being financed by free cash flow and even to some extent disposition, so that's why leverage can remain low and we can still invest in new acquisitions and so forth.

Okay, thank you.

Thank you, Smith. One moment for our next question. Our next question comes from Michael Carroll from RBC.

Your line is open.

Yeah, thanks. I just wanted to touch on the escaped theaters and the Alamo Drafthouse transitions. I guess, generally, why were those theaters underperforming? I mean, I think, Greg, you kind of highlighted in your prepared remarks that generally you've been getting rid of the theaters in smaller towns. Is that the reason that drove those underperformance or those assets, or is there something else there?

I think it's a couple of things. The Alamo ref houses in particular were on smaller markets in Texas. They were actually in Laredo and Corpus Christi. And again, I would say, Michael, we don't necessarily think that every small market is bad, but smaller market theaters sometimes have more pressure on them. In the same scape, the one that we terminated was actually attached to a dying mall in Cincinnati. So, they're just, we shouldn't see a lot of opportunity for growth there. And the one that we have a percentage rent deal on is in a highly competitive zone. And frankly, other theaters are probably not. So, I hope that answers the question. It's a combination of everything. We look at the performance and also look at what we think the performance cadence can be over the next couple of years when we make those decisions.

I think a couple of things I'll add to that, and Greg can chime in. First of all, you look at the underlying credit. As Greg mentioned, the two Alamo Drafthouses were franchisees, so the other two that we kept are corporate credits. So, again, the fundamental. Next to that is what we saw at NXScape. We have a firm belief of operators need to continue to commit capital to improving these theaters, and whether that's expanded offerings in the terms of recliners or premium screens, IMAX, that sort of thing. And some of these smaller operators don't have access to capital. When we did the escape, we got a commitment for a million dollars per theater that kept for them to improve those theaters. And so when you look at all of those things, it's not just are they doing well now, but how are they going to do and perform over the life of the lease, and are they going to be able to put the money in them to keep them as competitive as we think they need to be, Michael?

Okay, and then that million-dollar commitment, I mean, how significant is that per theater? I mean, can they do those significant upgrades that you kind of were just mentioning?

Yeah, I mean, yeah, they definitely can. I mean, if you think about, you know, an upgrade, a full kind of renovation for, you know, seats and things is about $250,000. So you can get significant improvements with this capital.

Okay, and then within your remaining theater portfolio, I mean, how many kind of fit that market where there are smaller town-type theaters where you're concerned that, you might have to potentially transition or do something with.

I think Greg and his team are doing a great job of kind of, as he talks, pruning those out.

And again, Michael, I said a minute ago, and I'll reiterate, there's nothing wrong with small markets. If the theater has a good footprint and has been upgraded, small markets perform very well. So we tend to look at everything. And I would say we feel pretty good about where we are now. We've taken a lot of steps since COVID. You know, we've disposed of 16 theaters in the past three and a half years.

Okay, great. And then this last one for me, I guess, Mark, related to your guidance on the other revenue and other expense lines, obviously there's big ranges between both those. And can we assume that your other income guidance is $3 million or does it or can other revenues trend differently within that range, and same with other expenses, and we can get something lower or higher than that $3 million target?

So you're talking about the net $3 million target, right?

Correct.

Yeah. So, yeah, I mean, these are operating properties, so there certainly is a range that they could operate in. For example, part of that is these operating theaters, and we think we've been fairly conservative projecting that for years, for 2024, given the fact that they were, you know, shut down for a bit in 2000, sort of in 2023, and the operators are now getting a full year under their belt. So, yeah, that can vary. And, of course, cartwright, which is another part of other income and expense, can vary. We think the $3 million is fair, achievable, but, you know, we're hopeful that there's upside to that, and that's why there's a range.

I think the other thing that, and I'll ask Mark to comment is, is the seasonality of that number. I would not expect that to divide by four and lay that in there because whether it's theaters or Cartwright, you know, theaters generally out, their busy seasons are kind of the second and fourth quarter. And similarly, so it's just, it will be, Mark's tried to give you kind of an annual look on this, but there will be some movement. So generally speaking, the first quarter in the theater business is not nearly as strong as the second quarter. So seeing those numbers flow through for the whole year, it will be what's important, but there will be seasonality to that on a quarter-to-quarter basis.

Yeah, and just to add that, we don't give quarterly guidance, but I said in my prepared comments that the first quarter will be below the annual number guidance midpoint divided by four by about nine cents. And it's in part to what Greg just said with the theaters, but also the off-season for our operating properties, particularly RV parks and so forth, as well as percentage rents is much lower in Q1 than it is for the remainder of the year. So it's important to understand that seasonality, if you will, in terms of projecting quarterly results.

Okay, great. Thank you.

Thank you, Michael. Thank you. One moment for our next question. Our next question comes from Key Binkum from Truist.

Your line is open.

Thanks, Don. Good morning. Just going back to your theater projections, you made a comment that you think 2025 will be a much bigger year. Can you just provide like a range of outcomes that you're thinking about and and what you're seeing that makes you believe that?

Again, Keevan, it's really about titles. And again, when we come to our estimates, we're using a variety of industry pundits, including for some of the major theater analysts at some of the banks who are on the line here. And I think, again, when we say 8 to 8 for, I think, there's probably no analyst out there that doesn't have at least 9 to 10 in the 25 number. And it's fully, as Greg said, it's really about the number of titles. So as the production ramps back up from the writers and actor strike, we're seeing, again, and an acknowledgment when you combine that with an acknowledgment by all the studios that they need the theater exhibition business. I mean, almost, I think, other than Netflix, almost all the streamers are losing money on their businesses, and they need the cash flow that's generated from the theater exhibition movie, and they've all kind of re-committed to that. And so we're getting really good visibility into titles right now, beginning right now into 25, and it looks... very strong. And again, that's not just our numbers. That's kind of pretty much industry-wide. You see some above 10, but generally I think everyone's in the range of 9 to 10. So at a midpoint at 9.5, that's a pretty strong year compared to what we're seeing this year.

The coverage was 1.7 times at 8.8 in 12 months. So we'll be in good shape.

To put some numbers, if you look at the chart that we put out, which we probably would have been at $9.4 billion or so for this year, but for the strike. So if you kind of think about that as just a year delayed, the chart suggests that the percentage rent could be another $5 million higher than what we're guiding to this year at $8.7 million. And of course, the operating profits will go up as well, given if the performance of those theaters follows the box office, which we think it would.

Yeah, you read my mind on the next question. Is that chart still the base case? There is some rent restructuring from other theaters, so I wasn't sure if there are some movements in this chart.

That's just Regal and the operating theaters, so we still think it's the base case that we're operating under. As Mark said earlier, our operating theaters are a little off that, but we really think that's a ramping up period of time that we will be there, and our percentage rent number is holding true to that case this coming year.

Okay. The AMC rent bump that's coming in 2025, can you just remind us what that is?

It's a 7.5% bump. So, again, I don't have their actual rent number. Mark, do you have that? I don't have it. It's a 7.5%. It roughly lets – we'll refine this, but I think it's roughly on 90 million. Yeah, so every five years. Yeah, 7.5% on 90 million.

Okay.

And that occurs in August, July, July or August.

Okay. And just one more. The executed LOIs – or purchase sales agreements for the three of the remaining eight regals and the one AMC that you have under PSA, just high level, does this mean you're just assigning a lease and you're going to get rent pinned? And if you can just provide some color on what that, you know, NOI increase would be.

Yeah, so for the vacant regals and vacant AMCs, we are selling them. We're not going to enter into a lease. They're vacant, so there's no lease to assign. We have a cadence of selling about six a year, and I think that's probably what it'll be this year. A lot of it depends on whether people need to get entitlements, how long that process takes. Of the 16 we've sold over the past three and a half years, roughly 50% are being reused as theaters and the other 50% are not. So, and as I've said many times, we're agnostic. We just market and take the highest price and move on. Okay, thank you.

Thank you. Thank you. And I'm just throwing any further questions in the queue. I'd like to turn the call back over to Greg Silvers for any closing remarks.

Well, we really appreciate everyone's time and attention. Look forward to talk to you in the coming year, and thanks, everyone, and Appreciate it. Have a great day. Thank you.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect. Everyone, have a great day.