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Text: We are happy to be with you as we turned the calendar to 2021, and I sincerely hope that everyone is staying healthy and safe.
Joining me on the call today are company's CIO, Greg Zimmerman; and company's CFO, Mark Peterson.
For the overview, clearly, 2020 was a year unlike any other we've experienced since the company was founded in 1997.
Early in the onset of the pandemic, we recognized the need to fortify the company's balance sheet to maintain sufficient liquidity for the long term.
Key among early actions was to defer an anticipated gaming venue investment of approximately 1 billion, along with deferring other uncommitted investment spending of approximately 600 million.
Additionally, we accessed our unsecured credit facility as a precautionary measure and suspended our monthly dividend to common shareholders.
We determined that these actions were prudent due to the extremely challenging environment in which our tenants have been operating.
As we speak today, our liquidity remains in a strong position with cash on hand in excess of 500 million.
This large reserve of cash reflects the fact that we are to return to normalcy.
However, as we announced in our quarterly disclosure on January 7, we generated positive cash flow in the fourth quarter and anticipate this trend to continue.
The recent paydown of our credit facility balance reflects this positive momentum and demonstrates our increased confidence.
Throughout 2020, our team was focused on the many challenges brought on by the pandemic, including monitoring tenant performance, assisting in reopening plans and collaborating to develop plans that ensure long-term stability and success for both our tenants and EPR Properties.
We have seen the success of this strategy with our nontheater tenants, where approximately 94% are open and rent collections have improved materially.
While our properties are still impacted by locally mandated closures and capacity restraints, performance and customer demand continued to improve, which we believe demonstrates our final thesis of people's desire for experiences.
As Greg will discuss in more detail, our theater tenants are still primarily challenged with limited film product, which should subside as we progress through 2021.
However, early indications from around the world indicate that when product is available and flowing, there is robust consumer demand.
Overall, we are pleased with both the progress and trajectory of our recovery as it is reflected in a continued increase in cash collections as we entered 2021.
Throughout the year, we made continuous progress.
And as I've stated before, I'm very proud of how our team has responded to the substantial challenges that they have faced.
Looking ahead, as we look forward in 2021, we're encouraged by the accelerated rollout of vaccines.
will continue to be a phased process, yet we also believe that as a society, we are more than ready to return to a sense of normalcy.
We also continue to be encouraged by the resiliency displayed by many of our tenants and anticipate that theaters will follow a similar pattern when they open more widely and key titles are consistently released.
As the country begins the recovery process, we look forward to getting back on the path to growth.
This process requires continued improvement and stabilization of our cash collections, which will allow us to exit our existing debt covenant waivers.
Upon achieving that goal, our focus will turn to reinstituting our common dividend and reinitiating our investment spending program.
The timing of achieving these milestones will be entirely dependent on a number of variables, including an effective vaccine deployment.
However, as today's results indicate, our progress has measurably improved in the early months of 2021, and we are optimistic that our goals are achievable during the second half of 2021.
At the end of the first quarter, our total investments were approximately 6.5 billion with 356 properties in service and 94.2% occupied.
During the quarter, our investment spending was 22.8 million and was entirely in our experiential portfolio, comprising build-to-suit development and redevelopment projects that were committed prior to the COVID-19 pandemic.
For the year, our investment spending was 85.1 million.
Our experiential portfolio comprises 281 properties with 43 operators, is 93.8% occupied and accounts for 91% of our total investments or approximately 5.9 billion of the total 6.5 billion.
We have three properties under development.
Our education portfolio comprises 75 properties with 12 operators, and at the end of the quarter was 100% occupied.
As the vaccine rollout accelerates, people are looking for safe and easily accessible ways to get out of their homes and come back together with friends.
Our operators are working hard to offer entertainment experiences which create memories in safe environments.
We're seeing that as consumers become increasingly confident in safety measures and restrictions are reduced, they're returning to our properties.
Now I'll update you on the operating status of our tenants, our deferral agreements and our rent payment time lines.
60% of our theaters were open as of February 22nd.
As we have previously noted, Cineworld made the decision to close all of its U.S., U.K. and Ireland theaters because of the lack of tentpole films from Hollywood.
Today, none of our 57 Regal theaters are open.
Theaters continue to face significant headwinds from the lack of tentpole films and capacity and concessions restrictions implemented by state and local governments.
These challenges will slowly begin to abate during vaccination ramp up and with loosening restrictions throughout the country.
Based on the current vaccine -- vaccination cadence, we believe major film releases and box office will begin to accelerate in the second half of 2021.
The 2021 film slate was strong before the pandemic.
Because a number of films scheduled for 2020 pushed to 2021, we believe the projected film slate will provide a strong content cadence for theaters to ramp up as vaccinations increase, normalcy returns and consumers feel more and more comfortable returning to the movies.
2021 tentpoles currently scheduled for release beginning in May include Black Widow, the Fast & Furious 9, Top Gun: Maverick, Jungle Cruise, Death on the Nile, A Quiet Place Part II, Dune, No Time to Die, Ghostbusters: Afterlife and MI7.
Box office strength will continue into 2022 with Jurassic World: Dominion pushing to mid-'22.
As demonstrated by consumer behavior in Asia and the Hollywood release schedule, we do not see evidence of structural changes in theater going habits as a result of the COVID-19 pandemic.
In Asia, the consumer bounced back quickly.
China's box office continues to perform solidly even in weeks without products.
During the Lunar New Year holiday, Detective Chinatown three opened with the highest grossing opening day, $163 million and opening weekend, $398 million, in history outpacing Avengers: Endgame.
Over the Lunar New Year holiday, Detective Chinatown three and Hi, Mom each grossed over $620 million.
In January, Demon Slayer became Japan's highest grossing movie ever.
Further, as provided by the continued recovery and resilience of our other experiential tenants, which I'll discuss in a moment, customers still want to engage in entertaining, affordable out-of-home experiences.
Once they know the operator is open and become comfortable with new protocols, we see that they are returning to experiential assets.
We are confident the same will hold true for theaters as vaccinations ramp up and normalcy returns.
As we have said throughout the COVID-19 pandemic, the studio's decision to push the vast majority of tentpoles to theatrical release in 2020 and 2022 is the best evidence of their commitment to the exhibition economic model.
The economics are straightforward.
Tentpole films cost well over $100 million to produce so the studios need theatrical release to maximize revenue for major pictures.
Of the projected top 30 box office films scheduled for release beginning in February 2020, only six films were moved to nontheatrical release and one other, Wonder Woman 1984, was released simultaneously to theaters and HBO Max.
In uniquely trying times, studios took the opportunity to test alternative delivery channels and for those with streaming services to add subscribers.
Even when in parts of the country, people could not leave their homes and theaters were either completely shut down or open with capacity and concessions restrictions, these releases had limited success.
After a couple of major tests with Wonder Woman 1984's simultaneous theatrical and HBO Max release and the release of Mulan, Trolls World Tour and Soul to premium video-on-demand or streaming video-on-demand, the studios withheld the vast majority of top films from digital-only distribution to preserve theatrical release in 2021.
On its recent earnings call, Disney reaffirmed it will release Black Widow theatrically, subject to opening cadence and consumer sentiment about going back to the movies, proving that all things being equal, Disney continues to see the enormous power of theatrical release for major motion pictures.
Likewise, Paramount recently publicly confirmed that Top Gun: Maverick will be released theatrically in July, again, subject to vaccination rollout.
In summary, despite the unique challenges presented by COVID-19, Hollywood continues to recognize that consumers still prefer to see movies on the big screen and don't embrace PVOD as a viable value alternative.
The decision to push theatrical release dates for the vast majority of major films, even after a unique period of experimentation, demonstrates that theatrical exhibition remains the preferred medium for consumers and the best format to deliver returns to the studios for major releases.
I also want to update you on our other major customer groups.
Approximately 94% of our nontheater operators are open or for seasonal businesses are closed in the normal course.
These businesses continue operating with appropriate safety protocols to comply with state and local requirements.
Performance remains fluid, depending on the impact of COVID-19 in each locale.
However, at a high level, our operators are resilient and performance has generally exceeded their expectations in the face of this lengthy pandemic.
Furthermore, we are seeing the benefit of owning drive-to value-oriented destinations.
I'll now provide a brief update on each of our property types.
The ski season is under way.
All of our ski resorts are open, and we're pleased with the results to date.
All of our Topgolf locations, all of our Andretti carting locations and all of our family entertainment centers are open.
All but one of our U.S. gyms are open.
About 61% of our attractions had opened for normal operations prior to normal seasonal shutdowns.
As we have indicated in past calls, a few of our attractions missed all or part of the season due to governmental health and sanitation measures and the financial feasibility of operating with reduced occupancy in a truncated season.
All of our cultural operators are open.
Except for the Kartrite Resort & Indoor Waterpark, all of our experiential lodging assets are open.
Kartrite remains subject to New York state's phased reopening plans, and we are planning for a Kartrite reopening in summer 2021.
Resorts World Catskills is open.
Finally, turning to our education portfolio, all of our early education centers are open.
We are seeing a steady increase in demand monthly as COVID restrictions ease and parents return to work.
All of our private schools remain open, utilizing a combination of in-person, online and hybrid instruction models.
Varying state and local requirements continue to influence each school's instruction model.
Volatility in reopening plans for public school systems has benefited private schools, and we believe parents continue to see the value of private school instruction.
We continued progress in executing our strategy to reduce our overall education portfolio.
In December, we sold six private schools and four early childhood education centers for net proceeds of $201 million.
These assets were sold at cash and GAAP cap rates based on base rents of 8.1% and 9%, respectively.
Note that over the past two years, we also collected average annual percentage rents of 6.3 million from three of the private schools based on total tuition levels.
However, these percentage rents were scheduled to expire over the next few years.
Overall, the assets included in this sale were an excellent investment for us with an unlevered internal rate of return of 13% over the life of our ownership.
Additionally, we sold four experiential properties and two vacant land parcels for net proceeds of around 23 million.
Total disposition proceeds in the quarter were 224 million.
During the quarter, we terminated all seven of our AMC transition leases and took back the properties.
We are executing our plans for each location.
In December, we completed the sale of one of the transition lease properties for an industrial use.
We are in various stages of active negotiation to sell another 5.
We anticipate these will result in various uses, including industrial, multifamily, office, retail and theater reuse.
We also took over management of two of our theaters.
One of the transition lease properties in Columbus, Ohio; and the former Goodrich Savoy in Champaign, Illinois.
We have retained a well-respected experienced theater management company to operate both locations on our behalf and both are open for business.
I want to take a moment to update you on the status of our cash collections and deferral agreements.
Cash collections have continued to improve in conjunction with reopenings.
Tenants and borrowers paid 46% of pre-COVID contractual cash revenue for the fourth quarter versus 29% and 43% in the second and third quarters, respectively.
As Mark will go over, we expect first quarter cash collections to significantly exceed fourth-quarter collections.
In January, we collected 66%.
And in February, collections are currently 64%.
In each case, of pre-COVID contractual cash revenue.
During the quarter, due to the continuing impact from COVID-19, we reserved the outstanding principal loan balance of 6.1 million and the unfunded commitment of 12.9 million for one of our attractions operators.
Customers representing approximately 95% of our pre-COVID contractual cash revenue, which includes each of our top 20 customers, are either paying their pre-COVID contract rent or interest or have deferral agreement in place.
In those deferral agreements, we have granted approximately 5% of permanent rent and interest payment reductions.
However, there can be no assurance that additional permanent rent or interest payment reductions or other term modifications will not occur in future periods in light of the continued adverse effect of the pandemic and financial condition of our customers, particularly with the ongoing uncertainty in the theater industry.
As we've discussed, our exhibition partners have faced and continue to face serious headwinds.
It goes without saying that the lack of product and reopening restrictions have weighed heavily on box office performance since early 2020 and continue to dramatically impact projected box office performance.
Our goal has been to work diligently with all of our customers to structure appropriate deferral and repayment agreements to facilitate their ability to reopen efficiently and help ensure their long term health, while also protecting our position and rights as landlord.
We intended to help them through a period where they have significantly reduced or no cash flow, allowing them to ramp back up to stabilize cash flow.
We individually tailored each deal, considering the variables impacting each business and improved our position through various arrangements.
These agreements are generally structured with rent and mortgage payments commencing and ramping up through 2021 and in some cases, after 2021.
Repayment of deferred amounts typically commences in 2021 and depending on the deferred amount to allow our customers some breathing room, the deferral repayment period generally extends beyond 2021.
The vast majority of our arrangements provide for repayment of all deferred rent.
As we have stated previously, in a few cases, we have provided rent concessions, but we've generally received equal or greater value through additional lease term, additional collateral or other benefits.
In most cases, our customers have paid and continue to pay third-party expenses, including ground rent, taxes and insurance.
Mark will provide additional color on the revenue recognition and cash collections implications for the first quarter of 2021.
Today, I'll discuss our financial performance for the quarter and year, which continued to be impacted by the disruption caused by COVID-19, provide an update on our balance sheet and strong liquidity position and close with some estimated forward information.
FFO as adjusted for the quarter was $0.18 per share versus $1.26 in the prior year, and AFFO for the quarter was $0.23 per share compared to $1.25 in the prior year.
Note that the operating results for the prior year included the public charter school portfolio, which was sold during the fourth quarter of 2019 and are included in discontinued operations.
Total revenue from continuing operations for the quarter was 93.4 million versus 170.3 million in the prior year.
This decrease was due to the accounting for the various agreements with customers as a result of the COVID-19 impact similar to what we discussed last quarter.
During the quarter, we wrote off 2.4 million in receivables related to putting two additional customers on a cash basis of accounting, bringing the total for the year for such write-offs to 65.1 million, including 38 million of straight-line rent.
Additionally, due primarily to the Kartrite Resort & Indoor Waterpark remaining closed due to COVID-19 restrictions, we had lower other income and lower other expense of 7.4 million and 8.7 million, respectively.
Percentage rents for the quarter totaled 3 million versus 6.4 million in the prior year.
This decrease related primarily to the closure of properties due to COVID-19 restrictions.
I would like to point out, as I did last quarter, that we are defining percentage rents here as amounts due above fixed rent and not payments in lieu of fixed rent based on a percentage of revenue.
Therefore, AMC and other theater tenants that were in the fourth quarter making cash payments based on a percentage of their revenue against contractual rents are recognized as minimum rent.
Property operating expense of 16.4 million for the quarter was up slightly versus prior year, but was up about 2.5 million from the last quarter due to increased vacancy, including the terminated AMC leases that Greg described.
Transaction costs were $0.8 million for the quarter compared to 5.8 million in the prior year.
The decrease is related primarily to lower costs incurred related to the transfer of early education properties to Crème de la Crème.
Interest expense increased by 7.9 million from prior year to 42.8 million.
This increase was primarily due to the precautionary measure we took last March to draw 750 million on our 1 billion revolving credit facility, which provided us with additional liquidity during this uncertain time.
Due to stronger collections and significant liquidity, including 224 million in net proceeds received from property dispositions in the fourth quarter, we reduced the outstanding balance by 160 million to 590 million at year-end.
Subsequent to year-end, we used a portion of our cash on hand to further reduce this balance by 500 million, resulting in a current balance of 90 million on our revolver.
As I noted last quarter, we are also paying higher rates of interest on our bank credit facilities, as well as our private placement notes during the covenant relief period.
The next slide lays out fourth-quarter results reflecting the impact of the receivable write-offs I discussed earlier.
These write-offs totaled $0.03 per share for the quarter and $0.86 per share for the year.
During the quarter, we had other items that were excluded from FFO as adjusted.
Gain on sale of real estate was 49.9 million and gain on insurance recovery, which is included in other income, was 0.8 million.
We recognized a total of 22.8 million in impairment charges because of shortening in our expected hold periods on four theaters as we expect to sell each of these properties.
In addition, we recognized net credit loss expense of 20.3 million that was due primarily to fully reserving the outstanding principal balance and unfunded commitment related to notes receivable from one borrower, as Greg discussed.
We also recognized severance expense of 2.9 million due to the retirement of an executive as previously announced.
Our results for the full-year 2020 were clearly impacted by COVID-19 as FFO as adjusted per share was $1.43 versus $5.44 in the prior year, and AFFO per share was $1.89 versus $5.44 in the prior year.
Note again that the prior period results included the public charter school portfolio that was sold during 2019 and those results, including 24.1 million in termination fees, are included in discontinued operations.
As discussed last quarter, we have classified our tenants and borrowers into categories based on how we accounted for them in the context of our annualized pre-COVID contractual cash revenue level of 624 million, which consists of cash rent, including tenant reimbursements and percentage rents and interest payments.
This annualized cash revenue excludes properties under -- properties operated under a TRS structure.
The changes of these classifications from last quarter were not very significant, but include a new category to reflect sold properties, most of which was previously classified under the first category titled, no payment deferral.
There was also a slight increase in the new vacancies category, primarily as a result of the terminated AMC leases.
Now let's move to our balance sheet and capital markets activities.
Our debt to gross assets was 40% on a book basis at December 31.
At year-end, we had total outstanding debt of 3.7 billion, of which 3.1 billion is fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.6%.
Additionally, our weighted average debt maturity is approximately five years, and we have no scheduled debt maturities until 2022 when only our revolving credit facility matures.
As previously announced, due to the continued pressure on near-term quarterly results, as a result of the impact of COVID-19, during the quarter, we further amended our bank credit facilities and private placement notes to obtain an extension through the end of 2021, subject to certain conditions, of the waivers of the same four covenants temporarily suspended in June.
This amendment provides us additional time and flexibility to work with our customers during this period of uncertainty.
Note that we can elect to get out of the covenant relief period early, subject to certain conditions, and there was no change in the interest rate schedules from that agreed to previously.
We believe we have sufficient liquidity to see us through the market disruption caused by COVID-19.
We had over 1 billion of cash on hand at year-end.
Cash flow from operations was positive for the fourth quarter at approximately 6 million.
And we expect our operating cash flow to be substantially higher as we move into 2021.
This positive trajectory and our substantial liquidity gave us confidence in our decision, subsequent to year-end, to pay down our 1 billion line of credit to 90 million, while still maintaining about 500 million of cash on hand.
In addition, subsequent to year-end, we reduced the balance outstanding on our private placement notes by 23.8 million to 316.2 million as a result of certain property sales and in accordance with the recent amendment to those notes.
There was no prepayment penalty on this paydown.
As previously announced, due to the uncertainties created by the COVID-19 disruption, we are not providing forward earnings guidance.
However, we would like to update you on the expected ranges of contractual cash revenue that we expect to recognize in our financial statements for the first quarter of 2021, as well as our expected collections for the same period.
Because there have been changes in the portfolio due to permanent rent reductions, acquisitions and dispositions, changes in the occupancy levels and other items, we are moving away from reporting against pre-COVID contractual cash revenue to current contractual cash revenue for purposes of our guidance and future reporting.
This slide shows a reconciliation of those amounts, which begins with pre-COVID contractual cash revenue, including percentage rents, for both the quarter and annualized of 156 million and 624 million, respectively, and then subtracts out pre-COVID percentage rents of 4 million and 15 million, respectively.
From there, we make the additional adjustments to the portfolio I just described, to come to the current contractual cash revenue amount of 136 million for the first quarter and 545 million annualized.
Note that both of these amounts are before the impact of any temporary abatements or deferrals.
Accordingly, the expected range we expect to recognize in Q1 of '21 is 98 million to 105 million or 72 to 77% of such contractual cash revenue.
Additionally, the expected range we expect to collect in Q1 of 2021 is 87 million to 93 million or 64 to 68% of such contractual cash revenue.
Differences from the full amount of contractual cash revenue relate to deferrals granted and the associated accounting, as well as abatements.
No one is happier than EPR to put 2020 behind us, and we look forward like many consumers to begin again enjoying the experiences that our properties offer.

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qtrly affo per diluted common share $0.23.
qtrly total revenue from continuing operations$93.4 million versus $170.3 million.
approximately 94% of company's non-theatre and 60% of company's theatre locations were open for business as of february 23, 2021.

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