x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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43-1790877
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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909 Walnut Street, Suite 200
Kansas City, Missouri
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64106
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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•
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Global economic uncertainty and disruptions in financial markets;
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•
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Reduction in discretionary spending by consumers;
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•
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Adverse changes in our credit ratings;
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•
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Fluctuations in interest rates;
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•
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The duration or outcome of litigation, or other factors outside of litigation such as project financing, relating to our significant investment in a planned casino and resort development which may cause the development to be indefinitely delayed or cancelled;
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•
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Unsuccessful development, operation, financing or compliance with licensing requirements of the planned casino and resort development by the third-party lessee;
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•
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The financing of common infrastructure costs for the planned casino and resort development;
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•
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Defaults in the performance of lease terms by our tenants;
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•
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Defaults by our customers and counterparties on their obligations owed to us;
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•
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A borrower's bankruptcy or default;
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•
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Our ability to renew maturing leases with theatre tenants on terms comparable to prior leases and/or our ability to lease any re-claimed space from some of our larger theatres at economically favorable terms;
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•
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Risks of operating in the entertainment industry;
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•
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Our ability to compete effectively;
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•
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Risks associated with a single tenant representing a substantial portion of our lease revenues;
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•
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The ability of our public charter school tenants to comply with their charters and continue to receive funding from local, state and federal governments, the approval by applicable governing authorities of substitute operators to assume control of any failed public charter schools and our ability to negotiate the terms of new leases with such substitute tenants on acceptable terms, and our ability to complete collateral substitutions as applicable;
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•
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Risks relating to our tenants' exercise of purchase options or borrowers' exercise of prepayment options related to public charter school properties;
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•
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Risks associated with use of leverage to acquire properties;
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•
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Financing arrangements that require lump-sum payments;
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•
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Our ability to raise capital;
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•
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Covenants in our debt instruments that limit our ability to take certain actions;
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•
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The concentration and lack of diversification of our investment portfolio;
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•
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Our continued qualification as a real estate investment trust for U.S. federal income tax purposes;
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•
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The ability of our subsidiaries to satisfy their obligations;
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•
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Financing arrangements that expose us to funding or purchase risks;
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•
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Our reliance on a limited number of employees, the loss of which could harm operations;
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•
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Risks associated with security breaches and other disruptions;
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•
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Fluctuations in the value of real estate income and investments;
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•
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Risks relating to real estate ownership, leasing and development, including local conditions such as an oversupply of space or a reduction in demand for real estate in the area, competition from other available
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•
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Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
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•
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Risks involved in joint ventures;
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•
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Risks in leasing multi-tenant properties;
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•
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A failure to comply with the Americans with Disabilities Act or other laws;
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•
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Risks of environmental liability;
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•
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Risks associated with the relatively illiquid nature of our real estate investments;
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•
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Risks with owning assets in foreign countries;
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•
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Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by weather conditions and climate change;
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•
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Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
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•
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Our ability to pay dividends in cash or at current rates;
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•
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Fluctuations in the market prices for our shares;
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•
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Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
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•
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Policy changes obtained without the approval of our shareholders;
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•
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Equity issuances that could dilute the value of our shares;
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•
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Future offerings of debt or equity securities, which may rank senior to our common shares;
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•
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Risks associated with changes in the Canadian exchange rate; and
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•
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Changes in laws and regulations, including tax laws and regulations.
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Page
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Item 1.
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Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sale of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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EPR PROPERTIES
Consolidated Balance Sheets
(Dollars in thousands except share data)
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|||||||
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June 30, 2016
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December 31, 2015
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||||
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(unaudited)
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||||
Assets
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|
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|
||||
Rental properties, net of accumulated depreciation of $583,848 and $534,303 at June 30, 2016 and December 31, 2015, respectively
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$
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3,331,781
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$
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3,025,199
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Land held for development
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22,530
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|
|
23,610
|
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||
Property under development
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301,605
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|
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378,920
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||
Mortgage notes and related accrued interest receivable
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424,875
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|
423,780
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Investment in a direct financing lease, net
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188,386
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|
190,880
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||
Investment in joint ventures
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5,955
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|
6,168
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||
Cash and cash equivalents
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8,462
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|
|
4,283
|
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||
Restricted cash
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16,614
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|
|
10,578
|
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||
Accounts receivable, net
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62,061
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|
|
59,101
|
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||
Other assets
|
97,955
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|
|
94,751
|
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||
Total assets
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$
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4,460,224
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$
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4,217,270
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Liabilities and Equity
|
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||||
Liabilities:
|
|
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||||
Accounts payable and accrued liabilities
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$
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91,130
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$
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92,178
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Common dividends payable
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20,360
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|
18,401
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||
Preferred dividends payable
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5,952
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|
5,951
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Unearned rents and interest
|
49,798
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|
44,952
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Debt
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2,098,265
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1,981,920
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Total liabilities
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2,265,505
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2,143,402
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||
Equity:
|
|
|
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||||
Common Shares, $.01 par value; 100,000,000 shares authorized; and 66,154,679 and 63,195,182 shares issued at June 30, 2016 and December 31, 2015, respectively
|
662
|
|
|
632
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||
Preferred Shares, $.01 par value; 25,000,000 shares authorized:
|
|
|
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||||
5,400,000 Series C convertible shares issued at June 30, 2016 and December 31, 2015; liquidation preference of $135,000,000
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54
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54
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||
3,450,000 Series E convertible shares issued at June 30, 2016 and December 31, 2015; liquidation preference of $86,250,000
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35
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35
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||
5,000,000 Series F shares issued at June 30, 2016 and December 31, 2015; liquidation preference of $125,000,000
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50
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50
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Additional paid-in-capital
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2,665,663
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2,508,445
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Treasury shares at cost: 2,529,510 and 2,371,198 common shares at June 30, 2016 and December 31, 2015, respectively
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(107,133
|
)
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|
(97,328
|
)
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||
Accumulated other comprehensive income
|
3,485
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|
|
5,622
|
|
||
Distributions in excess of net income
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(368,097
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)
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(343,642
|
)
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||
Total equity
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$
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2,194,719
|
|
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$
|
2,073,868
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Total liabilities and equity
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$
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4,460,224
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$
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4,217,270
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|
EPR PROPERTIES
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
|
|||||||||||||||
|
Three Months Ended June 30,
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|
Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
|
|
2015
|
||||||||
Rental revenue
|
$
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96,055
|
|
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$
|
77,860
|
|
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$
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189,833
|
|
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$
|
154,600
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|
Tenant reimbursements
|
3,891
|
|
|
3,965
|
|
|
7,756
|
|
|
8,268
|
|
||||
Other income
|
2,126
|
|
|
1,148
|
|
|
3,336
|
|
|
1,698
|
|
||||
Mortgage and other financing income
|
15,961
|
|
|
18,285
|
|
|
35,876
|
|
|
36,128
|
|
||||
Total revenue
|
118,033
|
|
|
101,258
|
|
|
236,801
|
|
|
200,694
|
|
||||
Property operating expense
|
5,580
|
|
|
5,770
|
|
|
11,061
|
|
|
12,127
|
|
||||
Other expense
|
—
|
|
|
210
|
|
|
5
|
|
|
312
|
|
||||
General and administrative expense
|
9,000
|
|
|
7,756
|
|
|
18,218
|
|
|
15,438
|
|
||||
Retirement severance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18,578
|
|
||||
Costs associated with loan refinancing or payoff
|
339
|
|
|
243
|
|
|
891
|
|
|
243
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|
||||
Interest expense, net
|
22,756
|
|
|
20,007
|
|
|
46,045
|
|
|
38,594
|
|
||||
Transaction costs
|
1,490
|
|
|
4,429
|
|
|
1,934
|
|
|
6,035
|
|
||||
Depreciation and amortization
|
25,666
|
|
|
21,849
|
|
|
51,621
|
|
|
41,204
|
|
||||
Income before equity in income from joint ventures and other items
|
53,202
|
|
|
40,994
|
|
|
107,026
|
|
|
68,163
|
|
||||
Equity in income from joint ventures
|
86
|
|
|
198
|
|
|
298
|
|
|
362
|
|
||||
Gain on sale of real estate
|
2,270
|
|
|
—
|
|
|
2,270
|
|
|
23,924
|
|
||||
Income before income taxes
|
55,558
|
|
|
41,192
|
|
|
109,594
|
|
|
92,449
|
|
||||
Income tax benefit (expense)
|
(423
|
)
|
|
7,506
|
|
|
(279
|
)
|
|
(920
|
)
|
||||
Income from continuing operations
|
$
|
55,135
|
|
|
$
|
48,698
|
|
|
$
|
109,315
|
|
|
$
|
91,529
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations
|
—
|
|
|
68
|
|
|
—
|
|
|
58
|
|
||||
Net income attributable to EPR Properties
|
55,135
|
|
|
48,766
|
|
|
109,315
|
|
|
91,587
|
|
||||
Preferred dividend requirements
|
(5,952
|
)
|
|
(5,952
|
)
|
|
(11,904
|
)
|
|
(11,904
|
)
|
||||
Net income available to common shareholders of EPR Properties
|
$
|
49,183
|
|
|
$
|
42,814
|
|
|
$
|
97,411
|
|
|
$
|
79,683
|
|
Per share data attributable to EPR Properties common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share data:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
1.54
|
|
|
$
|
1.39
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
1.54
|
|
|
$
|
1.39
|
|
Diluted earnings per share data:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
1.54
|
|
|
$
|
1.39
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
0.77
|
|
|
$
|
0.75
|
|
|
$
|
1.54
|
|
|
$
|
1.39
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
63,592
|
|
|
57,200
|
|
|
63,128
|
|
|
57,156
|
|
||||
Diluted
|
63,678
|
|
|
57,446
|
|
|
63,213
|
|
|
57,408
|
|
EPR PROPERTIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to EPR Properties
|
$
|
55,135
|
|
|
$
|
48,766
|
|
|
$
|
109,315
|
|
|
$
|
91,587
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
921
|
|
|
2,390
|
|
|
12,142
|
|
|
(14,912
|
)
|
||||
Change in unrealized gain (loss) on derivatives
|
(1,144
|
)
|
|
(2,812
|
)
|
|
(14,279
|
)
|
|
10,636
|
|
||||
Comprehensive income attributable to EPR Properties
|
$
|
54,912
|
|
|
$
|
48,344
|
|
|
$
|
107,178
|
|
|
$
|
87,311
|
|
EPR PROPERTIES
Consolidated Statements of Changes in Equity
Six Months Ended June 30, 2016
(Unaudited)
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
|
EPR Properties Shareholders’ Equity
|
|
|
||||||||||||||||||||||||||||||
|
Common Stock
|
|
Preferred Stock
|
|
Additional
paid-in capital
|
|
Treasury
shares
|
|
Accumulated
other
comprehensive
income
|
|
Distributions
in excess of
net income
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
|
||||||||||||||||||||||||
Balance at December 31, 2015
|
63,195,182
|
|
|
$
|
632
|
|
|
13,850,000
|
|
|
$
|
139
|
|
|
$
|
2,508,445
|
|
|
$
|
(97,328
|
)
|
|
$
|
5,622
|
|
|
$
|
(343,642
|
)
|
|
$
|
2,073,868
|
|
Restricted share units issued to Trustees
|
15,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of nonvested shares, net
|
300,752
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,475
|
|
|||||||
Purchase of common shares for vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,208
|
)
|
|
—
|
|
|
—
|
|
|
(4,208
|
)
|
|||||||
Amortization of nonvested shares and restricted share units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,044
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,044
|
|
|||||||
Share option expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,142
|
|
|
—
|
|
|
12,142
|
|
|||||||
Change in unrealized gain (loss) on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,279
|
)
|
|
—
|
|
|
(14,279
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,315
|
|
|
109,315
|
|
|||||||
Issuances of common shares
|
2,514,913
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
142,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,389
|
|
|||||||
Stock option exercises, net
|
128,027
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4,879
|
|
|
(5,597
|
)
|
|
—
|
|
|
—
|
|
|
(717
|
)
|
|||||||
Dividends to common and preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133,770
|
)
|
|
(133,770
|
)
|
|||||||
Balance at June 30, 2016
|
66,154,679
|
|
|
$
|
662
|
|
|
13,850,000
|
|
|
$
|
139
|
|
|
$
|
2,665,663
|
|
|
$
|
(107,133
|
)
|
|
$
|
3,485
|
|
|
$
|
(368,097
|
)
|
|
$
|
2,194,719
|
|
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
109,315
|
|
|
$
|
91,587
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Income from discontinued operations
|
—
|
|
|
(58
|
)
|
||
Gain on sale of real estate
|
(2,270
|
)
|
|
(23,924
|
)
|
||
Gain on insurance recovery
|
(2,012
|
)
|
|
—
|
|
||
Deferred income tax expense (benefit)
|
(620
|
)
|
|
177
|
|
||
Costs associated with loan refinancing or payoff
|
891
|
|
|
243
|
|
||
Equity in income from joint ventures
|
(298
|
)
|
|
(362
|
)
|
||
Distributions from joint ventures
|
511
|
|
|
—
|
|
||
Depreciation and amortization
|
51,621
|
|
|
41,204
|
|
||
Amortization of deferred financing costs
|
2,335
|
|
|
2,269
|
|
||
Amortization of above market leases
|
96
|
|
|
97
|
|
||
Share-based compensation expense to management and Trustees
|
5,504
|
|
|
4,057
|
|
||
Share-based compensation expense included in retirement severance expense
|
—
|
|
|
6,377
|
|
||
Decrease (increase) in restricted cash
|
(1,665
|
)
|
|
464
|
|
||
Decrease (increase) in mortgage notes accrued interest receivable
|
728
|
|
|
(3,009
|
)
|
||
Increase in accounts receivable, net
|
(4,327
|
)
|
|
(9,314
|
)
|
||
Increase in direct financing lease receivable
|
(1,736
|
)
|
|
(1,882
|
)
|
||
Increase in other assets
|
(4,745
|
)
|
|
(2,057
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
(931
|
)
|
|
6,035
|
|
||
Increase in unearned rents and interest
|
135
|
|
|
7,977
|
|
||
Net operating cash provided by continuing operations
|
152,532
|
|
|
119,881
|
|
||
Net operating cash provided by discontinued operations
|
—
|
|
|
526
|
|
||
Net cash provided by operating activities
|
152,532
|
|
|
120,407
|
|
||
Investing activities:
|
|
|
|
||||
Acquisition of and investments in rental properties and other assets
|
(138,788
|
)
|
|
(93,221
|
)
|
||
Proceeds from sale of real estate
|
13,129
|
|
|
43,790
|
|
||
Investment in mortgage notes receivable
|
(65,508
|
)
|
|
(35,589
|
)
|
||
Proceeds from mortgage note receivable paydown
|
63,685
|
|
|
308
|
|
||
Proceeds from sale of infrastructure related to issuance of revenue bonds
|
43,462
|
|
|
—
|
|
||
Proceeds from insurance recovery
|
2,211
|
|
|
—
|
|
||
Proceeds from sale of investment in a direct financing lease, net
|
825
|
|
|
4,741
|
|
||
Additions to properties under development
|
(187,216
|
)
|
|
(206,955
|
)
|
||
Net cash used by investing activities
|
(268,200
|
)
|
|
(286,926
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from debt facilities
|
318,000
|
|
|
558,914
|
|
||
Principal payments on debt
|
(203,116
|
)
|
|
(259,659
|
)
|
||
Deferred financing fees paid
|
(169
|
)
|
|
(6,854
|
)
|
||
Costs associated with loan refinancing or payoff (cash portion)
|
(472
|
)
|
|
—
|
|
||
Net proceeds from issuance of common shares
|
142,279
|
|
|
240
|
|
||
Impact of stock option exercises, net
|
(717
|
)
|
|
(35
|
)
|
||
Purchase of common shares for treasury for vesting
|
(4,208
|
)
|
|
(8,223
|
)
|
||
Dividends paid to shareholders
|
(131,701
|
)
|
|
(114,600
|
)
|
||
Net cash provided by financing activities
|
119,896
|
|
|
169,783
|
|
||
Effect of exchange rate changes on cash
|
(49
|
)
|
|
(454
|
)
|
||
Net increase in cash and cash equivalents
|
4,179
|
|
|
2,810
|
|
||
Cash and cash equivalents at beginning of the period
|
4,283
|
|
|
3,336
|
|
||
Cash and cash equivalents at end of the period
|
$
|
8,462
|
|
|
$
|
6,146
|
|
Supplemental information continued on next page.
|
|
|
|
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Continued from previous page.
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental schedule of non-cash activity:
|
|
|
|
||||
Transfer of property under development to rental property
|
$
|
224,057
|
|
|
$
|
62,028
|
|
Transfer of land held for development to property under development
|
$
|
—
|
|
|
$
|
167,600
|
|
Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses
|
$
|
19,626
|
|
|
$
|
13,682
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
48,608
|
|
|
$
|
42,143
|
|
Cash paid during the period for income taxes
|
$
|
1,116
|
|
|
$
|
748
|
|
Interest cost capitalized
|
$
|
5,051
|
|
|
$
|
9,493
|
|
Decrease in accrued capital expenditures
|
$
|
(5,598
|
)
|
|
$
|
(5,967
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Buildings and improvements
|
$
|
3,003,423
|
|
|
$
|
2,837,611
|
|
Furniture, fixtures & equipment
|
38,743
|
|
|
34,423
|
|
||
Land
|
873,463
|
|
|
687,468
|
|
||
|
3,915,629
|
|
|
3,559,502
|
|
||
Accumulated depreciation
|
(583,848
|
)
|
|
(534,303
|
)
|
||
Total
|
$
|
3,331,781
|
|
|
$
|
3,025,199
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Receivable from tenants
|
$
|
4,658
|
|
|
$
|
9,999
|
|
Receivable from non-tenants
|
401
|
|
|
353
|
|
||
Straight-line rent receivable
|
57,858
|
|
|
52,336
|
|
||
Allowance for doubtful accounts
|
(856
|
)
|
|
(3,587
|
)
|
||
Total
|
$
|
62,061
|
|
|
$
|
59,101
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Total minimum lease payments receivable
|
$
|
421,262
|
|
|
$
|
439,646
|
|
Estimated unguaranteed residual value of leased assets
|
159,303
|
|
|
162,669
|
|
||
Less deferred income
(1)
|
(392,179
|
)
|
|
(411,435
|
)
|
||
Investment in a direct financing lease, net
|
$
|
188,386
|
|
|
$
|
190,880
|
|
|
|
|
|
|
Amount
|
||
Year:
|
|
||
2016
|
$
|
9,786
|
|
2017
|
19,947
|
|
|
2018
|
20,546
|
|
|
2019
|
21,162
|
|
|
2020
|
21,797
|
|
|
Thereafter
|
328,024
|
|
|
Total
|
$
|
421,262
|
|
(1)
|
Included in "Interest expense, net" in the accompanying consolidated statements of income for the
three and six months ended June 30, 2016 and 2015
.
|
(2)
|
Included in "Other income" in the accompanying consolidated statements of income for the
three and six months ended June 30, 2016 and 2015
.
|
Assets and Liabilities Measured at Fair Value on a Recurring Basis at
June 30, 2016 and December 31, 2015
(Dollars in thousands)
|
|||||||||||||||
Description
|
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Assets (Liabilities) Balance at
end of period
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Cross-Currency Swaps*
|
$
|
—
|
|
|
$
|
4,823
|
|
|
$
|
—
|
|
|
$
|
4,823
|
|
Currency Forward Agreements*
|
$
|
—
|
|
|
$
|
27,032
|
|
|
$
|
—
|
|
|
$
|
27,032
|
|
Interest Rate Swap Agreements**
|
$
|
—
|
|
|
$
|
(9,646
|
)
|
|
$
|
—
|
|
|
$
|
(9,646
|
)
|
December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Cross-Currency Swaps*
|
$
|
—
|
|
|
$
|
7,575
|
|
|
$
|
—
|
|
|
$
|
7,575
|
|
Currency Forward Agreements*
|
$
|
—
|
|
|
$
|
34,587
|
|
|
$
|
—
|
|
|
$
|
34,587
|
|
Interest Rate Swap Agreements**
|
$
|
—
|
|
|
$
|
(5,674
|
)
|
|
$
|
—
|
|
|
$
|
(5,674
|
)
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
Income
(numerator)
|
|
Shares
(denominator)
|
|
Per Share
Amount
|
|
Income
(numerator) |
|
Shares
(denominator) |
|
Per Share
Amount |
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
55,135
|
|
|
|
|
|
|
$
|
109,315
|
|
|
|
|
|
||||||
Less: preferred dividend requirements
|
(5,952
|
)
|
|
|
|
|
|
(11,904
|
)
|
|
|
|
|
||||||||
Net income available to common shareholders
|
$
|
49,183
|
|
|
63,592
|
|
|
$
|
0.77
|
|
|
$
|
97,411
|
|
|
63,128
|
|
|
$
|
1.54
|
|
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations available to common shareholders
|
$
|
49,183
|
|
|
63,592
|
|
|
|
|
$
|
97,411
|
|
|
63,128
|
|
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share options
|
—
|
|
|
86
|
|
|
|
|
—
|
|
|
85
|
|
|
|
||||||
Net income available to common shareholders
|
$
|
49,183
|
|
|
63,678
|
|
|
$
|
0.77
|
|
|
$
|
97,411
|
|
|
63,213
|
|
|
$
|
1.54
|
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
|
Income
(numerator) |
|
Shares
(denominator) |
|
Per Share
Amount |
|
Income
(numerator) |
|
Shares
(denominator) |
|
Per Share
Amount |
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
48,698
|
|
|
|
|
|
|
$
|
91,529
|
|
|
|
|
|
||||||
Less: preferred dividend requirements
|
(5,952
|
)
|
|
|
|
|
|
(11,904
|
)
|
|
|
|
|
||||||||
Income from continuing operations available to common shareholders
|
$
|
42,746
|
|
|
57,200
|
|
|
$
|
0.75
|
|
|
$
|
79,625
|
|
|
57,156
|
|
|
$
|
1.39
|
|
Income from discontinued operations available to common shareholders
|
$
|
68
|
|
|
57,200
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
57,156
|
|
|
$
|
—
|
|
Net income available to common shareholders
|
$
|
42,814
|
|
|
57,200
|
|
|
$
|
0.75
|
|
|
$
|
79,683
|
|
|
57,156
|
|
|
$
|
1.39
|
|
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations available to common shareholders
|
$
|
42,746
|
|
|
57,200
|
|
|
|
|
$
|
79,625
|
|
|
57,156
|
|
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share options
|
—
|
|
|
246
|
|
|
|
|
—
|
|
|
252
|
|
|
|
||||||
Income from continuing operations available to common shareholders
|
$
|
42,746
|
|
|
57,446
|
|
|
$
|
0.75
|
|
|
$
|
79,625
|
|
|
57,408
|
|
|
$
|
1.39
|
|
Income from discontinued operations available to common shareholders
|
$
|
68
|
|
|
57,446
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
57,408
|
|
|
$
|
—
|
|
Net income available to common shareholders
|
$
|
42,814
|
|
|
57,446
|
|
|
$
|
0.75
|
|
|
$
|
79,683
|
|
|
57,408
|
|
|
$
|
1.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
options
|
|
Option price
per share
|
|
Weighted avg.
exercise price
|
||||||||||||
Outstanding at December 31, 2015
|
516,305
|
|
|
$
|
19.02
|
|
|
—
|
|
|
$
|
65.50
|
|
|
$
|
48.42
|
|
Exercised
|
(128,027
|
)
|
|
19.41
|
|
|
—
|
|
|
65.50
|
|
|
38.13
|
|
|||
Outstanding at June 30, 2016
|
388,278
|
|
|
$
|
19.02
|
|
|
—
|
|
|
$
|
65.50
|
|
|
$
|
51.81
|
|
Exercise price range
|
|
Options
outstanding
|
|
Weighted avg.
life remaining
|
|
Weighted avg.
exercise price
|
|
Aggregate intrinsic
value (in thousands)
|
||||||
$ 19.02 - 19.99
|
|
11,097
|
|
|
2.9
|
|
|
|
|
|
||||
20.00 - 29.99
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
30.00 - 39.99
|
|
1,428
|
|
|
3.5
|
|
|
|
|
|
||||
40.00 - 49.99
|
|
145,971
|
|
|
4.6
|
|
|
|
|
|
||||
50.00 - 59.99
|
|
48,679
|
|
|
6.9
|
|
|
|
|
|
||||
60.00 - 65.50
|
|
48,697
|
|
|
4.0
|
|
|
|
|
|
||||
|
|
255,872
|
|
|
4.8
|
|
|
$
|
49.48
|
|
|
$
|
7,982
|
|
|
Number of
shares
|
|
Weighted avg.
grant date
fair value
|
|
Weighted avg.
life remaining
|
|||
Outstanding at December 31, 2015
|
390,441
|
|
|
$
|
54.84
|
|
|
|
Granted
|
300,752
|
|
|
61.53
|
|
|
|
|
Vested
|
(156,767
|
)
|
|
52.73
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
Outstanding at June 30, 2016
|
534,426
|
|
|
$
|
59.22
|
|
|
1.52
|
|
Number of
shares
|
|
Weighted avg.
grant date
fair value
|
|
Weighted avg.
life remaining
|
|||
Outstanding at December 31, 2015
|
18,036
|
|
|
$
|
57.57
|
|
|
|
Granted
|
15,805
|
|
|
70.93
|
|
|
|
|
Vested
|
(18,036
|
)
|
|
57.57
|
|
|
|
|
Outstanding at June 30, 2016
|
15,805
|
|
|
$
|
70.93
|
|
|
0.86
|
Operating Data:
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended June 30, 2016
|
|||||||||||||||||
|
|
Entertainment
|
Education
|
Recreation
|
Other
|
Corporate/Unallocated
|
Consolidated
|
||||||||||||
Rental revenue
|
|
$
|
61,258
|
|
$
|
17,717
|
|
$
|
14,789
|
|
$
|
2,291
|
|
$
|
—
|
|
$
|
96,055
|
|
Tenant reimbursements
|
|
3,891
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,891
|
|
||||||
Other income
|
|
210
|
|
—
|
|
1,321
|
|
—
|
|
595
|
|
2,126
|
|
||||||
Mortgage and other financing income
|
|
1,481
|
|
7,178
|
|
7,268
|
|
34
|
|
—
|
|
15,961
|
|
||||||
Total revenue
|
|
66,840
|
|
24,895
|
|
23,378
|
|
2,325
|
|
595
|
|
118,033
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Property operating expense
|
|
5,335
|
|
—
|
|
—
|
|
103
|
|
142
|
|
5,580
|
|
||||||
Total investment expenses
|
|
5,335
|
|
—
|
|
—
|
|
103
|
|
142
|
|
5,580
|
|
||||||
Net operating income - before unallocated items
|
|
61,505
|
|
24,895
|
|
23,378
|
|
2,222
|
|
453
|
|
112,453
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Reconciliation to Consolidated Statements of Income:
|
|
|
|
|
|||||||||||||||
General and administrative expense
|
|
|
|
|
(9,000
|
)
|
|||||||||||||
Costs associated with loan refinancing or payoff
|
|
|
|
(339
|
)
|
||||||||||||||
Interest expense, net
|
|
|
|
|
|
|
(22,756
|
)
|
|||||||||||
Transaction costs
|
|
|
|
|
|
|
(1,490
|
)
|
|||||||||||
Depreciation and amortization
|
|
|
|
(25,666
|
)
|
||||||||||||||
Equity in income from joint ventures
|
|
|
|
|
86
|
|
|||||||||||||
Gain on sale of real estate
|
|
|
|
2,270
|
|
||||||||||||||
Income tax expense
|
|
|
|
(423
|
)
|
||||||||||||||
Net income attributable to EPR Properties
|
|
|
|
55,135
|
|
||||||||||||||
Preferred dividend requirements
|
|
|
|
(5,952
|
)
|
||||||||||||||
Net income available to common shareholders of EPR Properties
|
$
|
49,183
|
|
|
|
Three Months Ended June 30, 2015
|
|||||||||||||||||
|
|
Entertainment
|
Education
|
Recreation
|
Other
|
Corporate/Unallocated
|
Consolidated
|
||||||||||||
Rental revenue
|
|
$
|
59,829
|
|
$
|
10,803
|
|
$
|
7,228
|
|
$
|
—
|
|
$
|
—
|
|
$
|
77,860
|
|
Tenant reimbursements
|
|
3,965
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,965
|
|
||||||
Other income
|
|
501
|
|
—
|
|
—
|
|
63
|
|
584
|
|
1,148
|
|
||||||
Mortgage and other financing income
|
|
1,782
|
|
7,793
|
|
8,613
|
|
97
|
|
—
|
|
18,285
|
|
||||||
Total revenue
|
|
66,077
|
|
18,596
|
|
15,841
|
|
160
|
|
584
|
|
101,258
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Property operating expense
|
|
5,692
|
|
—
|
|
—
|
|
78
|
|
—
|
|
5,770
|
|
||||||
Other expense
|
|
—
|
|
—
|
|
—
|
|
210
|
|
—
|
|
210
|
|
||||||
Total investment expenses
|
|
5,692
|
|
—
|
|
—
|
|
288
|
|
—
|
|
5,980
|
|
||||||
Net operating income - before unallocated items
|
|
60,385
|
|
18,596
|
|
15,841
|
|
(128
|
)
|
584
|
|
95,278
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Reconciliation to Consolidated Statements of Income:
|
|
|
|
|
|||||||||||||||
General and administrative expense
|
|
|
|
|
(7,756
|
)
|
|||||||||||||
Costs associated with loan refinancing or payoff
|
|
|
|
(243
|
)
|
||||||||||||||
Interest expense, net
|
|
|
|
|
|
|
(20,007
|
)
|
|||||||||||
Transaction costs
|
|
|
|
|
|
|
(4,429
|
)
|
|||||||||||
Depreciation and amortization
|
|
|
|
|
(21,849
|
)
|
|||||||||||||
Equity in income from joint ventures
|
|
|
|
198
|
|
||||||||||||||
Income tax benefit
|
|
|
|
|
|
|
7,506
|
|
|||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||||||
Income from discontinued operations
|
|
|
|
|
68
|
|
|||||||||||||
Net income attributable to EPR Properties
|
|
|
|
48,766
|
|
||||||||||||||
Preferred dividend requirements
|
|
|
(5,952
|
)
|
|||||||||||||||
Net income available to common shareholders of EPR Properties
|
$
|
42,814
|
|
|
|
Six Months Ended June 30, 2016
|
|||||||||||||||||
|
|
Entertainment
|
Education
|
Recreation
|
Other
|
Corporate/Unallocated
|
Consolidated
|
||||||||||||
Rental revenue
|
|
$
|
121,396
|
|
$
|
34,897
|
|
$
|
29,485
|
|
$
|
4,055
|
|
$
|
—
|
|
$
|
189,833
|
|
Tenant reimbursements
|
|
7,754
|
|
2
|
|
—
|
|
—
|
|
—
|
|
7,756
|
|
||||||
Other income
|
|
214
|
|
—
|
|
1,810
|
|
—
|
|
1,312
|
|
3,336
|
|
||||||
Mortgage and other financing income
|
|
3,633
|
|
17,909
|
|
14,266
|
|
68
|
|
—
|
|
35,876
|
|
||||||
Total revenue
|
|
132,997
|
|
52,808
|
|
45,561
|
|
4,123
|
|
1,312
|
|
236,801
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Property operating expense
|
|
10,587
|
|
—
|
|
8
|
|
186
|
|
280
|
|
11,061
|
|
||||||
Other expense
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
5
|
|
||||||
Total investment expenses
|
|
10,587
|
|
—
|
|
8
|
|
191
|
|
280
|
|
11,066
|
|
||||||
Net operating income - before unallocated items
|
|
122,410
|
|
52,808
|
|
45,553
|
|
3,932
|
|
1,032
|
|
225,735
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Reconciliation to Consolidated Statements of Income:
|
|
|
|
|
|||||||||||||||
General and administrative expense
|
|
|
|
|
(18,218
|
)
|
|||||||||||||
Costs associated with loan refinancing or payoff
|
|
|
|
(891
|
)
|
||||||||||||||
Interest expense, net
|
|
|
|
|
|
|
(46,045
|
)
|
|||||||||||
Transaction costs
|
|
|
|
|
|
|
(1,934
|
)
|
|||||||||||
Depreciation and amortization
|
|
|
|
|
(51,621
|
)
|
|||||||||||||
Equity in income from joint ventures
|
|
|
|
298
|
|
||||||||||||||
Gain on sale of real estate
|
|
|
|
|
2,270
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
(279
|
)
|
|||||||||||
Net income attributable to EPR Properties
|
|
|
|
109,315
|
|
||||||||||||||
Preferred dividend requirements
|
|
|
|
|
(11,904
|
)
|
|||||||||||||
Net income available to common shareholders of EPR Properties
|
$
|
97,411
|
|
|
|
Six Months Ended June 30, 2015
|
|||||||||||||||||
|
|
Entertainment
|
Education
|
Recreation
|
Other
|
Corporate/Unallocated
|
Consolidated
|
||||||||||||
Rental revenue
|
|
$
|
119,770
|
|
$
|
20,897
|
|
$
|
13,933
|
|
$
|
—
|
|
$
|
—
|
|
$
|
154,600
|
|
Tenant reimbursements
|
|
8,291
|
|
—
|
|
—
|
|
(23
|
)
|
—
|
|
8,268
|
|
||||||
Other income
|
|
503
|
|
—
|
|
—
|
|
63
|
|
1,132
|
|
1,698
|
|
||||||
Mortgage and other financing income
|
|
3,564
|
|
15,577
|
|
16,794
|
|
193
|
|
—
|
|
36,128
|
|
||||||
Total revenue
|
|
132,128
|
|
36,474
|
|
30,727
|
|
233
|
|
1,132
|
|
200,694
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Property operating expense
|
|
11,986
|
|
—
|
|
—
|
|
141
|
|
—
|
|
12,127
|
|
||||||
Other expense
|
|
—
|
|
—
|
|
—
|
|
312
|
|
—
|
|
312
|
|
||||||
Total investment expenses
|
|
11,986
|
|
—
|
|
—
|
|
453
|
|
—
|
|
12,439
|
|
||||||
Net operating income - before unallocated items
|
|
120,142
|
|
36,474
|
|
30,727
|
|
(220
|
)
|
1,132
|
|
188,255
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Reconciliation to Consolidated Statements of Income:
|
|
|
|
|
|||||||||||||||
General and administrative expense
|
|
|
|
|
(15,438
|
)
|
|||||||||||||
Retirement severance expense
|
|
|
|
|
(18,578
|
)
|
|||||||||||||
Costs associated with loan refinancing or payoff
|
|
|
|
(243
|
)
|
||||||||||||||
Interest expense, net
|
|
|
|
|
|
|
(38,594
|
)
|
|||||||||||
Transaction costs
|
|
|
|
|
|
|
(6,035
|
)
|
|||||||||||
Depreciation and amortization
|
|
|
|
|
(41,204
|
)
|
|||||||||||||
Equity in income from joint ventures
|
|
|
|
362
|
|
||||||||||||||
Gain on sale of real estate
|
|
|
|
|
23,924
|
|
|||||||||||||
Income tax expense
|
|
|
|
|
|
|
(920
|
)
|
|||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||||||
Income from discontinued operations
|
|
|
|
|
58
|
|
|||||||||||||
Net income attributable to EPR Properties
|
|
|
|
91,587
|
|
||||||||||||||
Preferred dividend requirements
|
|
|
|
|
(11,904
|
)
|
|||||||||||||
Net income available to common shareholders of EPR Properties
|
$
|
79,683
|
|
Condensed Consolidating Balance Sheet
As of June 30, 2016
|
|||||||||||||||||||
|
EPR Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental properties, net
|
$
|
—
|
|
|
$
|
2,851,873
|
|
|
$
|
479,908
|
|
|
$
|
—
|
|
|
$
|
3,331,781
|
|
Land held for development
|
—
|
|
|
1,258
|
|
|
21,272
|
|
|
—
|
|
|
22,530
|
|
|||||
Property under development
|
25
|
|
|
258,473
|
|
|
43,107
|
|
|
—
|
|
|
301,605
|
|
|||||
Mortgage notes and related accrued interest receivable
|
—
|
|
|
422,175
|
|
|
2,700
|
|
|
—
|
|
|
424,875
|
|
|||||
Investment in a direct financing lease, net
|
—
|
|
|
188,386
|
|
|
—
|
|
|
—
|
|
|
188,386
|
|
|||||
Investment in joint ventures
|
—
|
|
|
—
|
|
|
5,955
|
|
|
—
|
|
|
5,955
|
|
|||||
Cash and cash equivalents
|
4,574
|
|
|
927
|
|
|
2,961
|
|
|
—
|
|
|
8,462
|
|
|||||
Restricted cash
|
460
|
|
|
14,640
|
|
|
1,514
|
|
|
—
|
|
|
16,614
|
|
|||||
Accounts receivable, net
|
424
|
|
|
51,356
|
|
|
10,281
|
|
|
—
|
|
|
62,061
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
175,757
|
|
|
—
|
|
|
(175,757
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
4,099,500
|
|
|
—
|
|
|
—
|
|
|
(4,099,500
|
)
|
|
—
|
|
|||||
Other assets
|
23,234
|
|
|
20,920
|
|
|
53,801
|
|
|
—
|
|
|
97,955
|
|
|||||
Total assets
|
$
|
4,128,217
|
|
|
$
|
3,985,765
|
|
|
$
|
621,499
|
|
|
$
|
(4,275,257
|
)
|
|
$
|
4,460,224
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
51,919
|
|
|
$
|
35,930
|
|
|
$
|
3,281
|
|
|
$
|
—
|
|
|
$
|
91,130
|
|
Dividends payable
|
26,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,312
|
|
|||||
Unearned rents and interest
|
—
|
|
|
49,040
|
|
|
758
|
|
|
—
|
|
|
49,798
|
|
|||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
175,757
|
|
|
(175,757
|
)
|
|
—
|
|
|||||
Debt
|
1,855,267
|
|
|
—
|
|
|
242,998
|
|
|
—
|
|
|
2,098,265
|
|
|||||
Total liabilities
|
1,933,498
|
|
|
84,970
|
|
|
422,794
|
|
|
(175,757
|
)
|
|
2,265,505
|
|
|||||
Total equity
|
2,194,719
|
|
|
3,900,795
|
|
|
198,705
|
|
|
(4,099,500
|
)
|
|
2,194,719
|
|
|||||
Total liabilities and equity
|
$
|
4,128,217
|
|
|
$
|
3,985,765
|
|
|
$
|
621,499
|
|
|
$
|
(4,275,257
|
)
|
|
$
|
4,460,224
|
|
Condensed Consolidating Balance Sheet
As of December 31, 2015
|
|||||||||||||||||||
|
EPR
Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental properties, net
|
$
|
—
|
|
|
$
|
2,546,267
|
|
|
$
|
478,932
|
|
|
$
|
—
|
|
|
$
|
3,025,199
|
|
Land held for development
|
—
|
|
|
1,258
|
|
|
22,352
|
|
|
—
|
|
|
23,610
|
|
|||||
Property under development
|
—
|
|
|
324,360
|
|
|
54,560
|
|
|
—
|
|
|
378,920
|
|
|||||
Mortgage notes and related accrued interest receivable
|
—
|
|
|
400,935
|
|
|
22,845
|
|
|
—
|
|
|
423,780
|
|
|||||
Investment in a direct financing lease, net
|
—
|
|
|
190,880
|
|
|
—
|
|
|
—
|
|
|
190,880
|
|
|||||
Investment in joint ventures
|
—
|
|
|
—
|
|
|
6,168
|
|
|
—
|
|
|
6,168
|
|
|||||
Cash and cash equivalents
|
1,089
|
|
|
946
|
|
|
2,248
|
|
|
—
|
|
|
4,283
|
|
|||||
Restricted cash
|
475
|
|
|
8,571
|
|
|
1,532
|
|
|
—
|
|
|
10,578
|
|
|||||
Accounts receivable, net
|
285
|
|
|
47,921
|
|
|
10,895
|
|
|
—
|
|
|
59,101
|
|
|||||
Intercompany notes receivable
|
—
|
|
|
175,757
|
|
|
—
|
|
|
(175,757
|
)
|
|
—
|
|
|||||
Investments in subsidiaries
|
3,825,897
|
|
|
—
|
|
|
—
|
|
|
(3,825,897
|
)
|
|
—
|
|
|||||
Other assets
|
23,053
|
|
|
10,607
|
|
|
61,091
|
|
|
—
|
|
|
94,751
|
|
|||||
Total assets
|
$
|
3,850,799
|
|
|
$
|
3,707,502
|
|
|
$
|
660,623
|
|
|
$
|
(4,001,654
|
)
|
|
$
|
4,217,270
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
49,671
|
|
|
$
|
39,033
|
|
|
$
|
3,474
|
|
|
$
|
—
|
|
|
$
|
92,178
|
|
Dividends payable
|
24,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,352
|
|
|||||
Unearned rents and interest
|
—
|
|
|
44,012
|
|
|
940
|
|
|
—
|
|
|
44,952
|
|
|||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
175,757
|
|
|
(175,757
|
)
|
|
—
|
|
|||||
Debt
|
1,702,908
|
|
|
24,742
|
|
|
254,270
|
|
|
—
|
|
|
1,981,920
|
|
|||||
Total liabilities
|
1,776,931
|
|
|
107,787
|
|
|
434,441
|
|
|
(175,757
|
)
|
|
2,143,402
|
|
|||||
Total equity
|
2,073,868
|
|
|
3,599,715
|
|
|
226,182
|
|
|
(3,825,897
|
)
|
|
2,073,868
|
|
|||||
Total liabilities and equity
|
$
|
3,850,799
|
|
|
$
|
3,707,502
|
|
|
$
|
660,623
|
|
|
$
|
(4,001,654
|
)
|
|
$
|
4,217,270
|
|
Condensed Consolidating Statement of Income
Three Months Ended June 30, 2016
|
|||||||||||||||||||
|
EPR Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
Rental revenue
|
$
|
—
|
|
|
$
|
80,658
|
|
|
$
|
15,397
|
|
|
$
|
—
|
|
|
$
|
96,055
|
|
Tenant reimbursements
|
—
|
|
|
1,372
|
|
|
2,519
|
|
|
—
|
|
|
3,891
|
|
|||||
Other income
|
—
|
|
|
1,329
|
|
|
797
|
|
|
—
|
|
|
2,126
|
|
|||||
Mortgage and other financing income
|
212
|
|
|
15,659
|
|
|
90
|
|
|
—
|
|
|
15,961
|
|
|||||
Intercompany fee income
|
688
|
|
|
—
|
|
|
—
|
|
|
(688
|
)
|
|
—
|
|
|||||
Interest income on intercompany notes receivable
|
—
|
|
|
2,453
|
|
|
—
|
|
|
(2,453
|
)
|
|
—
|
|
|||||
Total revenue
|
900
|
|
|
101,471
|
|
|
18,803
|
|
|
(3,141
|
)
|
|
118,033
|
|
|||||
Equity in subsidiaries’ earnings
|
78,883
|
|
|
—
|
|
|
—
|
|
|
(78,883
|
)
|
|
—
|
|
|||||
Property operating expense
|
—
|
|
|
2,554
|
|
|
3,026
|
|
|
—
|
|
|
5,580
|
|
|||||
Intercompany fee expense
|
—
|
|
|
—
|
|
|
688
|
|
|
(688
|
)
|
|
—
|
|
|||||
General and administrative expense
|
—
|
|
|
7,588
|
|
|
1,412
|
|
|
—
|
|
|
9,000
|
|
|||||
Costs associated with loan refinancing or payoff
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|||||
Interest expense, net
|
22,437
|
|
|
(2,553
|
)
|
|
2,872
|
|
|
—
|
|
|
22,756
|
|
|||||
Interest expense on intercompany notes payable
|
—
|
|
|
—
|
|
|
2,453
|
|
|
(2,453
|
)
|
|
—
|
|
|||||
Transaction costs
|
1,394
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
1,490
|
|
|||||
Depreciation and amortization
|
446
|
|
|
21,397
|
|
|
3,823
|
|
|
—
|
|
|
25,666
|
|
|||||
Income before equity in income from joint ventures and other items
|
55,506
|
|
|
72,146
|
|
|
4,433
|
|
|
(78,883
|
)
|
|
53,202
|
|
|||||
Equity in income from joint ventures
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|||||
Gain on sale of real estate
|
—
|
|
|
2,270
|
|
|
—
|
|
|
—
|
|
|
2,270
|
|
|||||
Income before income taxes
|
55,506
|
|
|
74,416
|
|
|
4,519
|
|
|
(78,883
|
)
|
|
55,558
|
|
|||||
Income tax expense
|
(371
|
)
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(423
|
)
|
|||||
Net income attributable to EPR Properties
|
55,135
|
|
|
74,416
|
|
|
4,467
|
|
|
(78,883
|
)
|
|
55,135
|
|
|||||
Preferred dividend requirements
|
(5,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,952
|
)
|
|||||
Net income available to common shareholders of EPR Properties
|
$
|
49,183
|
|
|
$
|
74,416
|
|
|
$
|
4,467
|
|
|
$
|
(78,883
|
)
|
|
$
|
49,183
|
|
Comprehensive income attributable to EPR Properties
|
$
|
54,912
|
|
|
$
|
74,416
|
|
|
$
|
4,673
|
|
|
$
|
(79,089
|
)
|
|
$
|
54,912
|
|
Condensed Consolidating Statement of Income
Three Months Ended June 30, 2015
|
|||||||||||||||||||
|
EPR
Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
Rental revenue
|
$
|
—
|
|
|
$
|
61,970
|
|
|
$
|
15,890
|
|
|
$
|
—
|
|
|
$
|
77,860
|
|
Tenant reimbursements
|
—
|
|
|
1,265
|
|
|
2,700
|
|
|
—
|
|
|
3,965
|
|
|||||
Other income
|
—
|
|
|
1
|
|
|
1,147
|
|
|
—
|
|
|
1,148
|
|
|||||
Mortgage and other financing income
|
212
|
|
|
15,175
|
|
|
2,898
|
|
|
—
|
|
|
18,285
|
|
|||||
Intercompany fee income
|
708
|
|
|
—
|
|
|
—
|
|
|
(708
|
)
|
|
—
|
|
|||||
Interest income on intercompany notes receivable
|
—
|
|
|
2,558
|
|
|
—
|
|
|
(2,558
|
)
|
|
—
|
|
|||||
Total revenue
|
920
|
|
|
80,969
|
|
|
22,635
|
|
|
(3,266
|
)
|
|
101,258
|
|
|||||
Equity in subsidiaries’ earnings
|
73,172
|
|
|
—
|
|
|
—
|
|
|
(73,172
|
)
|
|
—
|
|
|||||
Property operating expense
|
—
|
|
|
2,702
|
|
|
3,068
|
|
|
—
|
|
|
5,770
|
|
|||||
Intercompany fee expense
|
—
|
|
|
—
|
|
|
708
|
|
|
(708
|
)
|
|
—
|
|
|||||
Other expense
|
—
|
|
|
—
|
|
|
210
|
|
|
—
|
|
|
210
|
|
|||||
General and administrative expense
|
—
|
|
|
6,037
|
|
|
1,719
|
|
|
—
|
|
|
7,756
|
|
|||||
Costs associated with loan refinancing or payoff
|
243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|||||
Interest expense, net
|
19,824
|
|
|
(2,884
|
)
|
|
3,067
|
|
|
—
|
|
|
20,007
|
|
|||||
Interest expense on intercompany notes payable
|
—
|
|
|
—
|
|
|
2,558
|
|
|
(2,558
|
)
|
|
—
|
|
|||||
Transaction costs
|
4,238
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
4,429
|
|
|||||
Depreciation and amortization
|
386
|
|
|
17,859
|
|
|
3,604
|
|
|
—
|
|
|
21,849
|
|
|||||
Income before equity in income from joint ventures and other items
|
49,401
|
|
|
57,255
|
|
|
7,510
|
|
|
(73,172
|
)
|
|
40,994
|
|
|||||
Equity in income from joint ventures
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|||||
Income before income taxes
|
49,401
|
|
|
57,255
|
|
|
7,708
|
|
|
(73,172
|
)
|
|
41,192
|
|
|||||
Income tax benefit (expense)
|
(635
|
)
|
|
—
|
|
|
8,141
|
|
|
—
|
|
|
7,506
|
|
|||||
Income from continuing operations
|
48,766
|
|
|
57,255
|
|
|
15,849
|
|
|
(73,172
|
)
|
|
48,698
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Net income attributable to EPR Properties
|
48,766
|
|
|
57,323
|
|
|
15,849
|
|
|
(73,172
|
)
|
|
48,766
|
|
|||||
Preferred dividend requirements
|
(5,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,952
|
)
|
|||||
Net income available to common shareholders of EPR Properties
|
$
|
42,814
|
|
|
$
|
57,323
|
|
|
$
|
15,849
|
|
|
$
|
(73,172
|
)
|
|
$
|
42,814
|
|
Comprehensive income attributable to EPR Properties
|
$
|
48,344
|
|
|
$
|
57,323
|
|
|
$
|
15,270
|
|
|
$
|
(72,593
|
)
|
|
$
|
48,344
|
|
Condensed Consolidating Statement of Income
Six Months Ended June 30, 2016
|
|||||||||||||||||||
|
EPR
Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
Rental revenue
|
$
|
—
|
|
|
$
|
159,252
|
|
|
$
|
30,581
|
|
|
$
|
—
|
|
|
$
|
189,833
|
|
Tenant reimbursements
|
—
|
|
|
2,721
|
|
|
5,035
|
|
|
—
|
|
|
7,756
|
|
|||||
Other income
|
—
|
|
|
1,820
|
|
|
1,516
|
|
|
—
|
|
|
3,336
|
|
|||||
Mortgage and other financing income
|
424
|
|
|
31,678
|
|
|
3,774
|
|
|
—
|
|
|
35,876
|
|
|||||
Intercompany fee income
|
1,341
|
|
|
—
|
|
|
—
|
|
|
(1,341
|
)
|
|
—
|
|
|||||
Interest income on intercompany notes receivable
|
—
|
|
|
4,789
|
|
|
—
|
|
|
(4,789
|
)
|
|
—
|
|
|||||
Total revenue
|
1,765
|
|
|
200,260
|
|
|
40,906
|
|
|
(6,130
|
)
|
|
236,801
|
|
|||||
Equity in subsidiaries’ earnings
|
155,670
|
|
|
—
|
|
|
—
|
|
|
(155,670
|
)
|
|
—
|
|
|||||
Property operating expense
|
—
|
|
|
5,215
|
|
|
5,846
|
|
|
—
|
|
|
11,061
|
|
|||||
Intercompany fee expense
|
—
|
|
|
—
|
|
|
1,341
|
|
|
(1,341
|
)
|
|
—
|
|
|||||
Other expense
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
General and administrative expense
|
—
|
|
|
15,118
|
|
|
3,100
|
|
|
—
|
|
|
18,218
|
|
|||||
Costs associated with loan refinancing
|
—
|
|
|
339
|
|
|
552
|
|
|
—
|
|
|
891
|
|
|||||
Interest expense, net
|
44,627
|
|
|
(4,404
|
)
|
|
5,822
|
|
|
—
|
|
|
46,045
|
|
|||||
Interest expense on intercompany notes payable
|
—
|
|
|
—
|
|
|
4,789
|
|
|
(4,789
|
)
|
|
—
|
|
|||||
Transaction costs
|
1,837
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
1,934
|
|
|||||
Depreciation and amortization
|
889
|
|
|
43,194
|
|
|
7,538
|
|
|
—
|
|
|
51,621
|
|
|||||
Income before equity in income from joint ventures and other items
|
110,082
|
|
|
140,798
|
|
|
11,816
|
|
|
(155,670
|
)
|
|
107,026
|
|
|||||
Equity in income from joint ventures
|
—
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
298
|
|
|||||
Gain on sale of real estate
|
—
|
|
|
2,270
|
|
|
—
|
|
|
—
|
|
|
2,270
|
|
|||||
Income before income taxes
|
110,082
|
|
|
143,068
|
|
|
12,114
|
|
|
(155,670
|
)
|
|
109,594
|
|
|||||
Income tax benefit (expense)
|
(767
|
)
|
|
—
|
|
|
488
|
|
|
—
|
|
|
(279
|
)
|
|||||
Net income attributable to EPR Properties
|
109,315
|
|
|
143,068
|
|
|
12,602
|
|
|
(155,670
|
)
|
|
109,315
|
|
|||||
Preferred dividend requirements
|
(11,904
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,904
|
)
|
|||||
Net income available to common shareholders of EPR Properties
|
$
|
97,411
|
|
|
$
|
143,068
|
|
|
$
|
12,602
|
|
|
$
|
(155,670
|
)
|
|
$
|
97,411
|
|
Comprehensive income attributable to EPR Properties
|
$
|
107,178
|
|
|
$
|
143,068
|
|
|
$
|
14,437
|
|
|
$
|
(157,505
|
)
|
|
$
|
107,178
|
|
Condensed Consolidating Statement of Income
Six Months Ended June 30, 2015
|
|||||||||||||||||||
|
EPR
Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
Rental revenue
|
$
|
—
|
|
|
$
|
122,633
|
|
|
$
|
31,967
|
|
|
$
|
—
|
|
|
$
|
154,600
|
|
Tenant reimbursements
|
—
|
|
|
2,674
|
|
|
5,594
|
|
|
—
|
|
|
8,268
|
|
|||||
Other income
|
—
|
|
|
2
|
|
|
1,696
|
|
|
—
|
|
|
1,698
|
|
|||||
Mortgage and other financing income
|
424
|
|
|
30,304
|
|
|
5,400
|
|
|
—
|
|
|
36,128
|
|
|||||
Intercompany fee income
|
1,397
|
|
|
—
|
|
|
—
|
|
|
(1,397
|
)
|
|
—
|
|
|||||
Interest income on intercompany notes receivable
|
111
|
|
|
4,949
|
|
|
—
|
|
|
(5,060
|
)
|
|
—
|
|
|||||
Total revenue
|
1,932
|
|
|
160,562
|
|
|
44,657
|
|
|
(6,457
|
)
|
|
200,694
|
|
|||||
Equity in subsidiaries’ earnings
|
152,312
|
|
|
—
|
|
|
—
|
|
|
(152,312
|
)
|
|
—
|
|
|||||
Property operating expense
|
—
|
|
|
5,776
|
|
|
6,351
|
|
|
—
|
|
|
12,127
|
|
|||||
Intercompany fee expense
|
—
|
|
|
—
|
|
|
1,397
|
|
|
(1,397
|
)
|
|
—
|
|
|||||
Other expense
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
312
|
|
|||||
General and administrative expense
|
—
|
|
|
12,034
|
|
|
3,404
|
|
|
—
|
|
|
15,438
|
|
|||||
Retirement severance expense
|
18,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,578
|
|
|||||
Costs associated with loan refinancing or payoff
|
243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|||||
Interest expense, net
|
36,184
|
|
|
(3,739
|
)
|
|
6,149
|
|
|
—
|
|
|
38,594
|
|
|||||
Interest expense on intercompany notes payable
|
—
|
|
|
—
|
|
|
5,060
|
|
|
(5,060
|
)
|
|
—
|
|
|||||
Transaction costs
|
5,736
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
6,035
|
|
|||||
Depreciation and amortization
|
778
|
|
|
33,203
|
|
|
7,223
|
|
|
—
|
|
|
41,204
|
|
|||||
Income before equity in income from joint ventures and other items
|
92,725
|
|
|
113,288
|
|
|
14,462
|
|
|
(152,312
|
)
|
|
68,163
|
|
|||||
Equity in income from joint ventures
|
—
|
|
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
|||||
Gain on sale of real estate
|
—
|
|
|
23,748
|
|
|
176
|
|
|
—
|
|
|
23,924
|
|
|||||
Income before income taxes
|
92,725
|
|
|
137,036
|
|
|
15,000
|
|
|
(152,312
|
)
|
|
92,449
|
|
|||||
Income tax benefit (expense)
|
(1,138
|
)
|
|
—
|
|
|
218
|
|
|
—
|
|
|
(920
|
)
|
|||||
Income from continuing operations
|
91,587
|
|
|
137,036
|
|
|
15,218
|
|
|
(152,312
|
)
|
|
91,529
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from discontinued operations
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Net income attributable to EPR Properties
|
91,587
|
|
|
137,094
|
|
|
15,218
|
|
|
(152,312
|
)
|
|
91,587
|
|
|||||
Preferred dividend requirements
|
(11,904
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,904
|
)
|
|||||
Net income available to common shareholders of EPR Properties
|
$
|
79,683
|
|
|
$
|
137,094
|
|
|
$
|
15,218
|
|
|
$
|
(152,312
|
)
|
|
$
|
79,683
|
|
Comprehensive income attributable to EPR Properties
|
$
|
87,311
|
|
|
$
|
137,047
|
|
|
$
|
11,890
|
|
|
$
|
(148,937
|
)
|
|
$
|
87,311
|
|
Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2016
|
|||||||||||||||
|
EPR
Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
Intercompany fee income (expense)
|
$
|
1,341
|
|
|
$
|
—
|
|
|
$
|
(1,341
|
)
|
|
$
|
—
|
|
Interest income (expense) on intercompany receivable/payable
|
—
|
|
|
4,789
|
|
|
(4,789
|
)
|
|
—
|
|
||||
Net cash provided (used) by other operating activities
|
(43,623
|
)
|
|
169,576
|
|
|
26,579
|
|
|
152,532
|
|
||||
Net cash provided (used) by operating activities
|
(42,282
|
)
|
|
174,365
|
|
|
20,449
|
|
|
152,532
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Acquisition of rental properties and other assets
|
(107
|
)
|
|
(138,578
|
)
|
|
(103
|
)
|
|
(138,788
|
)
|
||||
Proceeds from sale of real estate
|
—
|
|
|
11,652
|
|
|
1,477
|
|
|
13,129
|
|
||||
Investment in mortgage notes receivable
|
—
|
|
|
(65,508
|
)
|
|
—
|
|
|
(65,508
|
)
|
||||
Proceeds from mortgage note receivable paydown
|
—
|
|
|
44,365
|
|
|
19,320
|
|
|
63,685
|
|
||||
Proceeds from sale of infrastructure related to issuance of revenue bonds
|
—
|
|
|
43,462
|
|
|
—
|
|
|
43,462
|
|
||||
Proceeds from insurance recovery
|
—
|
|
|
1,810
|
|
|
401
|
|
|
2,211
|
|
||||
Proceeds from sale of investments in a direct financing lease, net
|
—
|
|
|
825
|
|
|
—
|
|
|
825
|
|
||||
Additions to property under development
|
(25
|
)
|
|
(184,213
|
)
|
|
(2,978
|
)
|
|
(187,216
|
)
|
||||
Advances to subsidiaries, net
|
(110,593
|
)
|
|
136,555
|
|
|
(25,962
|
)
|
|
—
|
|
||||
Net cash used by investing activities
|
(110,725
|
)
|
|
(149,630
|
)
|
|
(7,845
|
)
|
|
(268,200
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from long-term debt facilities
|
318,000
|
|
|
—
|
|
|
—
|
|
|
318,000
|
|
||||
Principal payments on long-term debt
|
(167,000
|
)
|
|
(24,754
|
)
|
|
(11,362
|
)
|
|
(203,116
|
)
|
||||
Deferred financing fees paid
|
(161
|
)
|
|
—
|
|
|
(8
|
)
|
|
(169
|
)
|
||||
Costs associated with loan refinancing or payoff (cash portion)
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
(472
|
)
|
||||
Net proceeds from issuance of common shares
|
142,279
|
|
|
—
|
|
|
—
|
|
|
142,279
|
|
||||
Impact of stock option exercises, net
|
(717
|
)
|
|
—
|
|
|
—
|
|
|
(717
|
)
|
||||
Purchase of common shares for treasury for vesting
|
(4,208
|
)
|
|
—
|
|
|
—
|
|
|
(4,208
|
)
|
||||
Dividends paid to shareholders
|
(131,701
|
)
|
|
—
|
|
|
—
|
|
|
(131,701
|
)
|
||||
Net cash provided (used) by financing activities
|
156,492
|
|
|
(24,754
|
)
|
|
(11,842
|
)
|
|
119,896
|
|
||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
3,485
|
|
|
(19
|
)
|
|
713
|
|
|
4,179
|
|
||||
Cash and cash equivalents at beginning of the period
|
1,089
|
|
|
946
|
|
|
2,248
|
|
|
4,283
|
|
||||
Cash and cash equivalents at end of the period
|
$
|
4,574
|
|
|
$
|
927
|
|
|
$
|
2,961
|
|
|
$
|
8,462
|
|
Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2015
|
|||||||||||||||
|
EPR
Properties
(Issuer)
|
|
Wholly Owned
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
Intercompany fee income (expense)
|
$
|
1,397
|
|
|
$
|
—
|
|
|
$
|
(1,397
|
)
|
|
$
|
—
|
|
Interest income (expense) on intercompany receivable/payable
|
111
|
|
|
4,949
|
|
|
(5,060
|
)
|
|
—
|
|
||||
Net cash provided (used) by other operating activities
|
(52,121
|
)
|
|
141,186
|
|
|
30,816
|
|
|
119,881
|
|
||||
Net cash provided (used) by operating activities of continuing operations
|
(50,613
|
)
|
|
146,135
|
|
|
24,359
|
|
|
119,881
|
|
||||
Net cash provided by operating activities of discontinued operations
|
—
|
|
|
526
|
|
|
—
|
|
|
526
|
|
||||
Net cash provided (used) by operating activities
|
(50,613
|
)
|
|
146,661
|
|
|
24,359
|
|
|
120,407
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Acquisition of rental properties and other assets
|
(280
|
)
|
|
(92,932
|
)
|
|
(9
|
)
|
|
(93,221
|
)
|
||||
Proceeds from sale of real estate
|
—
|
|
|
42,709
|
|
|
1,081
|
|
|
43,790
|
|
||||
Investment in mortgage note receivable
|
—
|
|
|
(5,541
|
)
|
|
(30,048
|
)
|
|
(35,589
|
)
|
||||
Proceeds from mortgage note receivable paydown
|
—
|
|
|
308
|
|
|
—
|
|
|
308
|
|
||||
Proceeds from sale of investments in a direct financing lease, net
|
—
|
|
|
4,741
|
|
|
—
|
|
|
4,741
|
|
||||
Additions to property under development
|
(4
|
)
|
|
(196,096
|
)
|
|
(10,855
|
)
|
|
(206,955
|
)
|
||||
Advances to subsidiaries, net
|
(216,606
|
)
|
|
195,583
|
|
|
21,023
|
|
|
—
|
|
||||
Net cash used by investing activities
|
(216,890
|
)
|
|
(51,228
|
)
|
|
(18,808
|
)
|
|
(286,926
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from long-term debt facilities
|
403,914
|
|
|
155,000
|
|
|
—
|
|
|
558,914
|
|
||||
Principal payments on long-term debt
|
(5,000
|
)
|
|
(249,898
|
)
|
|
(4,761
|
)
|
|
(259,659
|
)
|
||||
Deferred financing fees paid
|
(6,848
|
)
|
|
(6
|
)
|
|
—
|
|
|
(6,854
|
)
|
||||
Net proceeds from issuance of common shares
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
||||
Impact of stock option exercises, net
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
||||
Purchase of common shares for treasury for vesting
|
(8,223
|
)
|
|
—
|
|
|
—
|
|
|
(8,223
|
)
|
||||
Dividends paid to shareholders
|
(114,600
|
)
|
|
—
|
|
|
—
|
|
|
(114,600
|
)
|
||||
Net cash provided (used) by financing activities
|
269,448
|
|
|
(94,904
|
)
|
|
(4,761
|
)
|
|
169,783
|
|
||||
Effect of exchange rate changes on cash
|
—
|
|
|
(17
|
)
|
|
(437
|
)
|
|
(454
|
)
|
||||
Net increase in cash and cash equivalents
|
1,945
|
|
|
512
|
|
|
353
|
|
|
2,810
|
|
||||
Cash and cash equivalents at beginning of the period
|
(1,234
|
)
|
|
1,837
|
|
|
2,733
|
|
|
3,336
|
|
||||
Cash and cash equivalents at end of the period
|
$
|
711
|
|
|
$
|
2,349
|
|
|
$
|
3,086
|
|
|
$
|
6,146
|
|
•
|
Our Entertainment segment included investments in
138
megaplex theatre properties,
eight
entertainment retail centers (which include eight additional megaplex theatre properties) and
eight
family entertainment centers. Our portfolio of owned entertainment properties consisted of
12.4 million
square feet and was
98%
leased, including megaplex theatres that were
100%
leased. At
June 30, 2016
, there were seven development or redevelopment projects under construction in our Entertainment segment.
|
•
|
Our Education segment included investments in
69
public charter school properties,
three
private schools and
21
early education centers. Our portfolio of owned education properties consisted of
4.5 million
square feet and was
100%
leased. At
June 30, 2016
, there were
26
development projects under construction in our Education segment.
|
•
|
Our Recreation segment included investments in
11
metro ski parks,
five
waterparks and
20
golf entertainment complexes. Our portfolio of owned recreation properties was
100%
leased. At
June 30, 2016
, there were ten development projects under construction in our Recreation segment.
|
•
|
Our Other segment consisted primarily of land under lease, property under development and land held for development related to the Adelaar casino and resort project in Sullivan County, New York.
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
Increase
|
|
2016
|
|
2015
|
|
Increase
|
||||||||||
Total revenue
|
$
|
118.0
|
|
|
$
|
101.3
|
|
|
17
|
%
|
|
$
|
236.8
|
|
|
$
|
200.7
|
|
|
18
|
%
|
Net income available to common shareholders per diluted share
|
0.77
|
|
|
0.75
|
|
|
3
|
%
|
|
1.54
|
|
|
1.39
|
|
|
11
|
%
|
||||
FFOAA per diluted share (1)
|
1.17
|
|
|
1.08
|
|
|
8
|
%
|
|
2.33
|
|
|
2.11
|
|
|
10
|
%
|
•
|
Our total revenue, net income available to common shareholders per diluted share and FFOAA per diluted share for the three and six months ended June 30, 2016 were favorably impacted by the results of investment spending in 2015 and 2016, and for the six months ended June 30, 2016 were favorably impacted by a $3.6 million prepayment fee from the early payoff of a mortgage note secured by a public charter school property.
|
•
|
Our net income available to common shareholders per diluted share and FFOAA per diluted share for the three and six months ended June 30, 2016 were favorably impacted by lower financing rates and a $2.3 million gain on sale of real estate related to a termination fee recognized with the exercise of a tenant purchase option on one of our public charter school properties.
|
•
|
Our total revenue and net income available to common shareholders per diluted share for the three and six months ended June 30, 2016 were favorably impacted by $1.5 million and $2.0 million gains from insurance claims, respectively.
|
•
|
Our net income available to common shareholders per diluted share and FFOAA per diluted share for the three and six months ended June 30, 2016 were unfavorably impacted by an increase in general and administrative expense, a decrease in capitalization of interest expense and an increase in common shares outstanding.
|
•
|
Our net income available to common shareholders per diluted share for the three and six months ended June 30, 2016 was favorably impacted by lower transaction costs and unfavorably impacted by higher costs associated with loan refinancing or payoff. Additionally, net income available to common shareholders per diluted share for the three months ended June 30, 2016 was unfavorably impacted by higher income tax expense but was favorably impacted by lower income tax expense for the six months ended June 30, 2016.
|
•
|
Our total revenue, net income available to common shareholders per diluted share and FFOAA per diluted share for the three and six months ended June 30, 2015 were favorably impacted primarily from the results of investment spending in 2014 and 2015.
|
•
|
Our total revenue, net income available to common shareholders per diluted share and FFOAA per diluted share for the three and six months ended June 30, 2015 were unfavorably impacted by the sale of four public charter schools in April 2014 and the payoff of various mortgage notes due from Peak Resorts, Inc. in December 2014.
|
•
|
Our net income available to common shareholders per diluted share and FFOAA per diluted share for the three and six months ended June 30, 2015 was favorably impacted by capitalization of interest expense related to Adelaar and lower financing rates and was unfavorably impacted by an increase in common shares outstanding.
|
•
|
Our net income available to common shareholders per diluted share for the six months ended June 30, 2015 was favorably impacted by gains from property dispositions of $23.9 million as well as a decrease in income tax expense related to our Canadian operations and unfavorably impacted by retirement severance expense of $18.6 million related to the retirement of our former Chief Executive Officer.
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||
Operating Segment
|
|
Total Investment Spending
|
|
New Development
|
|
Re-development
|
|
Asset Acquisition
|
|
Mortgage Notes or Notes Receivable
|
||||||||||
Entertainment
|
|
$
|
164,310
|
|
|
$
|
20,676
|
|
|
$
|
11,892
|
|
|
$
|
109,742
|
|
|
$
|
22,000
|
|
Education
|
|
116,189
|
|
|
111,898
|
|
|
—
|
|
|
—
|
|
|
4,291
|
|
|||||
Recreation
|
|
91,060
|
|
|
51,743
|
|
|
100
|
|
|
—
|
|
|
39,217
|
|
|||||
Other
|
|
238
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Investment Spending
|
|
$
|
371,797
|
|
|
$
|
184,555
|
|
|
$
|
11,992
|
|
|
$
|
109,742
|
|
|
$
|
65,508
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
||||||||||||||||||||
Operating Segment
|
|
Total Investment Spending
|
|
New Development
|
|
Re-development
|
|
Asset Acquisition
|
|
Mortgage Notes or Notes Receivable
|
||||||||||
Entertainment
|
|
$
|
53,000
|
|
|
$
|
9,190
|
|
|
$
|
8,136
|
|
|
$
|
35,674
|
|
|
$
|
—
|
|
Education
|
|
149,278
|
|
|
141,117
|
|
|
—
|
|
|
5,878
|
|
|
2,283
|
|
|||||
Recreation
|
|
126,503
|
|
|
70,429
|
|
|
240
|
|
|
21,866
|
|
|
33,968
|
|
|||||
Other
|
|
5,958
|
|
|
5,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Investment Spending
|
|
$
|
334,739
|
|
|
$
|
226,694
|
|
|
$
|
8,376
|
|
|
$
|
63,418
|
|
|
$
|
36,251
|
|
•
|
Common shares outstanding of 63,625,169 multiplied by the last reported sales price of our common shares on the NYSE of $80.68 per share, or $5.1 billion;
|
•
|
Aggregate liquidation value of our Series C convertible preferred shares of $135.0 million;
|
•
|
Aggregate liquidation value of our Series E convertible preferred shares of $86.3 million;
|
•
|
Aggregate liquidation value of our Series F redeemable preferred shares of $125.0 million; and
|
•
|
Net debt of
$2.1 billion
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
FFO:
|
|
|
|
|
|
|
|
||||||||
Net income available to common shareholders of EPR Properties
|
$
|
49,183
|
|
|
$
|
42,814
|
|
|
$
|
97,411
|
|
|
$
|
79,683
|
|
Gain on sale of real estate (excluding land sale)
|
(2,270
|
)
|
|
—
|
|
|
(2,270
|
)
|
|
(23,748
|
)
|
||||
Real estate depreciation and amortization
|
25,216
|
|
|
21,457
|
|
|
50,723
|
|
|
40,414
|
|
||||
Allocated share of joint venture depreciation
|
58
|
|
|
65
|
|
|
118
|
|
|
129
|
|
||||
FFO available to common shareholders of EPR Properties
|
$
|
72,187
|
|
|
$
|
64,336
|
|
|
$
|
145,982
|
|
|
$
|
96,478
|
|
FFO available to common shareholders of EPR Properties
|
$
|
72,187
|
|
|
$
|
64,336
|
|
|
$
|
145,982
|
|
|
$
|
96,478
|
|
Add: Preferred dividends for Series C preferred shares
|
1,941
|
|
|
—
|
|
|
3,882
|
|
|
—
|
|
||||
Diluted FFO available to common shareholders of EPR Properties
|
$
|
74,128
|
|
|
$
|
64,336
|
|
|
$
|
149,864
|
|
|
$
|
96,478
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
FFOAA:
|
|
|
|
|
|
|
|
||||||||
FFO available to common shareholders of EPR Properties
|
$
|
72,187
|
|
|
$
|
64,336
|
|
|
$
|
145,982
|
|
|
$
|
96,478
|
|
Costs associated with loan refinancing or payoff
|
339
|
|
|
243
|
|
|
891
|
|
|
243
|
|
||||
Gain on insurance recovery (included in other income)
|
(1,523
|
)
|
|
—
|
|
|
(2,012
|
)
|
|
—
|
|
||||
Termination fee included in gain on sale
|
2,270
|
|
|
—
|
|
|
2,270
|
|
|
—
|
|
||||
Transaction costs
|
1,490
|
|
|
4,429
|
|
|
1,934
|
|
|
6,035
|
|
||||
Retirement severance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18,578
|
|
||||
Gain on sale of land
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
||||
Deferred income tax expense (benefit)
|
(18
|
)
|
|
(6,711
|
)
|
|
(620
|
)
|
|
177
|
|
||||
FFOAA available to common shareholders of EPR Properties
|
$
|
74,745
|
|
|
$
|
62,297
|
|
|
$
|
148,445
|
|
|
$
|
121,335
|
|
FFOAA available to common shareholders of EPR Properties
|
$
|
74,745
|
|
|
$
|
62,297
|
|
|
$
|
148,445
|
|
|
$
|
121,335
|
|
Add: Preferred dividends for Series C preferred shares
|
1,941
|
|
|
—
|
|
|
3,882
|
|
|
—
|
|
||||
Diluted FFOAA available to common shareholders of EPR Properties
|
$
|
76,686
|
|
|
$
|
62,297
|
|
|
$
|
152,327
|
|
|
$
|
121,335
|
|
AFFO:
|
|
|
|
|
|
|
|
||||||||
FFOAA available to common shareholders of EPR Properties
|
$
|
74,745
|
|
|
$
|
62,297
|
|
|
$
|
148,445
|
|
|
$
|
121,335
|
|
Non-real estate depreciation and amortization
|
450
|
|
|
392
|
|
|
898
|
|
|
790
|
|
||||
Deferred financing fees amortization
|
1,163
|
|
|
1,173
|
|
|
2,335
|
|
|
2,269
|
|
||||
Share-based compensation expense to management and Trustees
|
2,739
|
|
|
2,085
|
|
|
5,504
|
|
|
4,057
|
|
||||
Maintenance capital expenditures (1)
|
(1,859
|
)
|
|
(435
|
)
|
|
(3,000
|
)
|
|
(1,458
|
)
|
||||
Straight-lined rental revenue
|
(3,264
|
)
|
|
(3,211
|
)
|
|
(6,353
|
)
|
|
(6,154
|
)
|
||||
Non-cash portion of mortgage and other financing income
|
(1,017
|
)
|
|
(3,408
|
)
|
|
(1,945
|
)
|
|
(6,384
|
)
|
||||
Amortization of above market leases, net
|
48
|
|
|
49
|
|
|
96
|
|
|
97
|
|
||||
AFFO available to common shareholders of EPR Properties
|
$
|
73,005
|
|
|
$
|
58,942
|
|
|
$
|
145,980
|
|
|
$
|
114,552
|
|
|
|
|
|
|
|
|
|
||||||||
FFO per common share attributable to EPR Properties:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.14
|
|
|
$
|
1.12
|
|
|
$
|
2.31
|
|
|
$
|
1.69
|
|
Diluted
|
1.13
|
|
|
1.12
|
|
|
2.30
|
|
|
1.68
|
|
||||
FFOAA per common share attributable to EPR Properties:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.18
|
|
|
$
|
1.09
|
|
|
$
|
2.35
|
|
|
$
|
2.12
|
|
Diluted
|
1.17
|
|
|
1.08
|
|
|
2.33
|
|
|
2.11
|
|
||||
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
||||||||
Basic
|
63,592
|
|
|
57,200
|
|
|
63,128
|
|
|
57,156
|
|
||||
Diluted
|
63,678
|
|
|
57,446
|
|
|
63,213
|
|
|
57,408
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding-diluted EPS
|
63,678
|
|
|
57,446
|
|
|
63,213
|
|
|
57,408
|
|
||||
Effect of dilutive Series C preferred shares
|
2,045
|
|
|
—
|
|
|
2,042
|
|
|
—
|
|
||||
Adjusted weighted average shares outstanding-diluted
|
65,723
|
|
|
57,446
|
|
|
65,255
|
|
|
57,408
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other financial information:
|
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
$
|
0.960
|
|
|
$
|
0.908
|
|
|
$
|
1.920
|
|
|
$
|
1.815
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
|
Period
|
|
Total Number of Shares Purchased
|
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
April 1 through April 30, 2016 common stock
|
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
May 1 through May 31, 2016 common stock
|
|
12,380
|
|
(1)
|
|
70.10
|
|
|
—
|
|
|
—
|
|
||
June 1 through June 30, 2016 common stock
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
12,380
|
|
|
|
$
|
70.10
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
3.1*
|
Composite of Amended and Restated Declaration of Trust of the Company, as amended (inclusive of all amendments through May 12, 2016), is attached hereto as Exhibit 3.1.
|
4.1*
|
Supplemental Indenture No. 7, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and UMB Bank, n.a., as trustee, is attached hereto as Exhibit 4.1.
|
4.2*
|
Supplemental Indenture No. 6, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and U.S. Bank National Association, as trustee, is attached hereto as Exhibit 4.2.
|
4.3*
|
Supplemental Indenture No. 5, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and U.S. Bank National Association, as trustee, is attached hereto as Exhibit 4.3.
|
4.4*
|
Supplemental Indenture No. 3, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and UMB Bank, n.a., as trustee, is attached hereto as Exhibit 4.4.
|
10.1
|
EPR Properties 2016 Equity Incentive Plan, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.1.
|
10.2
|
Form of 2016 Equity Incentive Plan Incentive and Nonqualified Share Option Award Agreement for Employees, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.2.
|
10.3
|
Form of 2016 Equity Incentive Plan Restricted Shares Award Agreement for Employees, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.3.
|
10.4
|
Form of 2016 Equity Incentive Plan Restricted Share Unit Award Agreement for Non-Employee Trustees, which is attached as Exhibit 10.4 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.4.
|
10.5*
|
Joinder Agreement, dated as of May 25, 2016, among certain subsidiaries of the Company named therein and KeyBank National Association, as administrative agent, under the Amended, Restated and Consolidated Credit Agreement, dated as of April 24, 2015, among the parties thereto, is attached hereto as Exhibit 10.5.
|
12.1*
|
Computation of Ratio of Earnings to Fixed Charges is attached hereto as Exhibit 12.1.
|
12.2*
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends is attached hereto as Exhibit 12.2.
|
31.1*
|
Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.1.
|
31.2*
|
Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.2.
|
32.1*
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1.
|
32.2*
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
XBRL Extension Calculation Linkbase
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
EPR Properties
|
||
|
|
|
|
|
Dated:
|
August 3, 2016
|
By
|
|
/s/ Gregory K. Silvers
|
|
|
|
|
Gregory K. Silvers, President and Chief Executive
Officer (Principal Executive Officer)
|
|
|
|
|
|
Dated:
|
August 3, 2016
|
By
|
|
/s/ Tonya L. Mater
|
|
|
|
|
Tonya L. Mater, Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
3.1*
|
Composite of Amended and Restated Declaration of Trust of the Company, as amended (inclusive of all amendments through May 12, 2016), is attached hereto as Exhibit 3.1.
|
4.1*
|
Supplemental Indenture No. 7, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and UMB Bank, n.a., as trustee, is attached hereto as Exhibit 4.1.
|
4.2*
|
Supplemental Indenture No. 6, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and U.S. Bank National Association, as trustee, is attached hereto as Exhibit 4.2.
|
4.3*
|
Supplemental Indenture No. 5, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and U.S. Bank National Association, as trustee, is attached hereto as Exhibit 4.3.
|
4.4*
|
Supplemental Indenture No. 3, dated as of May 25, 2016, among the Company, certain subsidiaries of the Company named therein and UMB Bank, n.a., as trustee, is attached hereto as Exhibit 4.4.
|
10.1
|
EPR Properties 2016 Equity Incentive Plan, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.1.
|
10.2
|
Form of 2016 Equity Incentive Plan Incentive and Nonqualified Share Option Award Agreement for Employees, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.2.
|
10.3
|
Form of 2016 Equity Incentive Plan Restricted Shares Award Agreement for Employees, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.3.
|
10.4
|
Form of 2016 Equity Incentive Plan Restricted Share Unit Award Agreement for Non-Employee Trustees, which is attached as Exhibit 10.4 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.4.
|
10.5*
|
Joinder Agreement, dated as of May 25, 2016, among certain subsidiaries of the Company named therein and KeyBank National Association, as administrative agent, under the Amended, Restated and Consolidated Credit Agreement, dated as of April 24, 2015, among the parties thereto, is attached hereto as Exhibit 10.5.
|
12.1*
|
Computation of Ratio of Earnings to Fixed Charges is attached hereto as Exhibit 12.1.
|
12.2*
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends is attached hereto as Exhibit 12.2.
|
31.1*
|
Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.1.
|
31.2*
|
Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.2.
|
32.1*
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1.
|
32.2*
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
XBRL Extension Calculation Linkbase
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before equity in income from joint ventures and other items (1)
|
|
$
|
107,026
|
|
|
$
|
170,017
|
|
|
$
|
177,278
|
|
|
$
|
152,193
|
|
|
$
|
140,881
|
|
|
$
|
127,241
|
|
Fixed charges
|
|
51,192
|
|
|
98,672
|
|
|
88,996
|
|
|
83,988
|
|
|
77,738
|
|
|
71,980
|
|
||||||
Distributions from equity investments
|
|
511
|
|
|
540
|
|
|
810
|
|
|
985
|
|
|
1,046
|
|
|
2,848
|
|
||||||
Capitalized interest
|
|
(5,051
|
)
|
|
(18,547
|
)
|
|
(7,525
|
)
|
|
(2,763
|
)
|
|
(859
|
)
|
|
(498
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted Earnings
|
|
$
|
153,678
|
|
|
$
|
250,682
|
|
|
$
|
259,559
|
|
|
$
|
234,403
|
|
|
$
|
218,806
|
|
|
$
|
201,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net (including amortization of deferred financing fees)
|
|
$
|
46,045
|
|
|
$
|
79,915
|
|
|
$
|
81,270
|
|
|
$
|
81,056
|
|
|
$
|
76,656
|
|
|
$
|
71,295
|
|
Interest within rental expense
(2)
|
|
96
|
|
|
185
|
|
|
174
|
|
|
145
|
|
|
156
|
|
|
154
|
|
||||||
Interest income
|
|
—
|
|
|
25
|
|
|
27
|
|
|
24
|
|
|
67
|
|
|
33
|
|
||||||
Capitalized interest
|
|
5,051
|
|
|
18,547
|
|
|
7,525
|
|
|
2,763
|
|
|
859
|
|
|
498
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Fixed Charges
|
|
$
|
51,192
|
|
|
$
|
98,672
|
|
|
$
|
88,996
|
|
|
$
|
83,988
|
|
|
$
|
77,738
|
|
|
$
|
71,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges
|
|
3.0
|
x
|
|
2.5
|
x
|
|
2.9
|
x
|
|
2.8
|
x
|
|
2.8
|
x
|
|
2.8
|
x
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Earnings before equity in income in joint ventures and other items for the six months ended June 30, 2016 includes $0.9 million in costs associated with loan refinancing or payoff. Earnings before equity in income in joint ventures and other items for the year ended December 31, 2015 includes $18.6 million of retirement severance expense and $0.3 million in costs associated with loan refinancing or payoff. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2014 includes $3.8 million in provision for loan losses and $0.3 million in costs associated with loan refinancing or payoff. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2013 includes $6.2 million in costs associated with loan refinancing or payoff and a $4.5 million gain on early extinguishment of debt. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2012 includes $3.1 million in impairment charges for properties held and used and $0.6 million in costs associated with loan refinancing or payoff. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2011 includes $2.5 million in impairment charges for properties held and used and $1.9 million in costs associated with loan refinancing or payoff.
|
(2)
|
Interest within rental expense represents one-third of rental expense (the approximate portion of rental expense representing interest).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before equity in income from joint ventures and other items (1)
|
|
$
|
107,026
|
|
|
$
|
170,017
|
|
|
$
|
177,278
|
|
|
$
|
152,193
|
|
|
$
|
140,881
|
|
|
$
|
127,241
|
|
Fixed charges before preferred dividends
|
|
51,192
|
|
|
98,672
|
|
|
88,996
|
|
|
83,988
|
|
|
77,738
|
|
|
71,980
|
|
||||||
Distributions from equity investments
|
|
511
|
|
|
540
|
|
|
810
|
|
|
985
|
|
|
1,046
|
|
|
2,848
|
|
||||||
Capitalized interest
|
|
(5,051
|
)
|
|
(18,547
|
)
|
|
(7,525
|
)
|
|
(2,763
|
)
|
|
(859
|
)
|
|
(498
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted Earnings
|
|
$
|
153,678
|
|
|
$
|
250,682
|
|
|
$
|
259,559
|
|
|
$
|
234,403
|
|
|
$
|
218,806
|
|
|
$
|
201,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net (including amortization of deferred financing fees)
|
|
$
|
46,045
|
|
|
$
|
79,915
|
|
|
$
|
81,270
|
|
|
$
|
81,056
|
|
|
$
|
76,656
|
|
|
$
|
71,295
|
|
Interest within rental expense
(2)
|
|
96
|
|
|
185
|
|
|
174
|
|
|
145
|
|
|
156
|
|
|
154
|
|
||||||
Interest income
|
|
—
|
|
|
25
|
|
|
27
|
|
|
24
|
|
|
67
|
|
|
33
|
|
||||||
Capitalized interest
|
|
5,051
|
|
|
18,547
|
|
|
7,525
|
|
|
2,763
|
|
|
859
|
|
|
498
|
|
||||||
Preferred dividends
|
|
11,904
|
|
|
23,806
|
|
|
23,807
|
|
|
23,806
|
|
|
24,508
|
|
|
28,140
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Combined Fixed Charges and Preferred Dividends
|
|
$
|
63,096
|
|
|
$
|
122,478
|
|
|
$
|
112,803
|
|
|
$
|
107,794
|
|
|
$
|
102,246
|
|
|
$
|
100,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
|
|
2.4
|
x
|
|
2.0
|
x
|
|
2.3
|
x
|
|
2.2
|
x
|
|
2.1
|
x
|
|
2.0
|
x
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Earnings before equity in income in joint ventures and other items for the six months ended June 30, 2016 includes $0.9 million in costs associated with loan refinancing or payoff. Earnings before equity in income in joint ventures and other items for the year ended December 31, 2015 includes $18.6 million of retirement severance expense and $0.3 million in costs associated with loan refinancing or payoff. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2014 includes $3.8 million in provision for loan losses and $0.3 million in costs associated with loan refinancing or payoff. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2013 includes $6.2 million in costs associated with loan refinancing or payoff and a $4.5 million gain on early extinguishment of debt. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2012 includes $3.1 million in impairment charges for properties held and used and $0.6 million in costs associated with loan refinancing or payoff. Earnings before equity in income from joint ventures and other items for the year ended December 31, 2011 includes $2.5 million in impairment charges for properties held and used and $1.9 million in costs associated with loan refinancing or payoff.
|
(2)
|
Interest within rental expense represents one-third of rental expense (the approximate portion of rental expense representing interest).
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of EPR Properties;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
Date:
|
August 3, 2016
|
/s/ Gregory K. Silvers
|
|
|
Gregory K. Silvers
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of EPR Properties;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
Date:
|
August 3, 2016
|
/s/ Mark A. Peterson
|
|
|
Mark A. Peterson
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
|
|
|
/s/ Gregory K. Silvers
|
|
Gregory K. Silvers
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
|
|
|
/s/ Mark A. Peterson
|
|
Mark A. Peterson
Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial
Officer)
|