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EX-4.4 - EXHIBIT 4.4 - EPR PROPERTIESexhibit44930201510-q.htm
EX-4.2 - EXHIBIT 4.2 - EPR PROPERTIESexhibit42930201510-q.htm
EX-4.3 - EXHIBIT 4.3 - EPR PROPERTIESexhibit43930201510-q.htm
EX-4.1 - EXHIBIT 4.1 - EPR PROPERTIESexhibit41930201510-q.htm
EX-32.1 - EXHIBIT 32.1 - EPR PROPERTIESexhibit321930201510-q.htm
EX-10.1 - EXHIBIT 10.1 - EPR PROPERTIESexhibit101930201510-q.htm
EX-32.2 - EXHIBIT 32.2 - EPR PROPERTIESexhibit322930201510-q.htm
EX-31.1 - EXHIBIT 31.1 - EPR PROPERTIESexhibit311930201510-q.htm
EX-12.1 - EXHIBIT 12.1 - EPR PROPERTIESexhibit121930201510-q.htm
EX-31.2 - EXHIBIT 31.2 - EPR PROPERTIESexhibit312930201510-q.htm
EX-12.2 - EXHIBIT 12.2 - EPR PROPERTIESexhibit122930201510-q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 001-13561
 
EPR PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland
 
43-1790877
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
909 Walnut Street, Suite 200
Kansas City, Missouri
 
64106
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (816) 472-1700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
  
Accelerated filer
 
o
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  o    No  x

At October 27, 2015, there were 59,754,475 common shares outstanding.




CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions in this Quarterly Report on Form 10-Q. In addition, references to our budgeted amounts and guidance are forward-looking statements.
Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:
General international, national, regional and local business and economic conditions;
Volatility in the financial markets;
Adverse changes in our credit ratings;
Fluctuations in interest rates;
The duration or outcome of litigation, or other factors outside of litigation such as casino licensing and 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;
Defaults in the performance of lease terms by our tenants;
Defaults by our customers and counterparties on their obligations owed to us;
A borrower's bankruptcy or default;
The obsolescence of older multiplex theatres owned by some of our tenants or by any overbuilding of megaplex theatres in their markets;
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;
Risks of operating in the entertainment industry;
Our ability to compete effectively;
Risks associated with a single tenant representing a substantial portion of our lease revenues;
Risks associated with a single tenant leasing or being the mortgagor of a substantial portion of our investments related to metro ski parks and a single tenant leasing a significant number of our public charter school properties;
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;
Risks associated with use of leverage to acquire properties;
Financing arrangements that require lump-sum payments;
Our ability to raise capital;
Covenants in our debt instruments that limit our ability to take certain actions;
The concentration and lack of diversification of our investment portfolio;
Our continued qualification as a real estate investment trust for U.S. federal income tax purposes;
The ability of our subsidiaries to satisfy their obligations;
Financing arrangements that expose us to funding or purchase risks;
Risks associated with security breaches and other disruptions;
Our reliance on a limited number of employees, the loss of which could harm operations;
Fluctuations in the value of real estate income and investments;
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 space, whether tenants and users such as customers of our tenants consider a property attractive, changes in

i


real estate taxes and other expenses, changes in market rental rates, the timing and costs associated with property improvements and rentals, changes in taxation or zoning laws or other governmental regulation, whether we are able to pass some or all of any increased operating costs through to tenants, and how well we manage our properties;
Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
Risks involved in joint ventures;
Risks in leasing multi-tenant properties;
A failure to comply with the Americans with Disabilities Act or other laws;
Risks of environmental liability;
Risks associated with the relatively illiquid nature of our real estate investments;
Risks with owning assets in foreign countries;
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;
Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
Our ability to pay dividends in cash or at current rates;
Fluctuations in the market prices for our shares;
Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
Policy changes obtained without the approval of our shareholders;
Equity issuances that could dilute the value of our shares;
Future offerings of debt or equity securities, which may rank senior to our common shares;
Risks associated with changes in the Canadian exchange rate; and
Changes in laws and regulations, including tax laws and regulations.

Our forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous
assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission ("SEC") on February 25, 2015.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.



ii


TABLE OF CONTENTS
 
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
Financial Statements
 
Item 2.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
 
Item 4.
 
Controls and Procedures
 
 
 
 
 
 
 
 
 
 
 
Item 1.
 
Legal Proceedings
 
Item 1A.
 
Risk Factors
 
Item 2.
 
Unregistered Sale of Equity Securities and Use of Proceeds
 
Item 3.
 
Defaults Upon Senior Securities
 
Item 4.
 
Mine Safety Disclosures
 
Item 5.
 
Other Information
 
Item 6.
 
Exhibits

iii


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EPR PROPERTIES
Consolidated Balance Sheets
(Dollars in thousands except share data)
 
September 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets
 
 
 
Rental properties, net of accumulated depreciation of $511,949 and $465,660 at September 30, 2015 and December 31, 2014, respectively
$
2,938,879

 
$
2,451,534

Land held for development
30,501

 
206,001

Property under development
374,533

 
181,798

Mortgage notes and related accrued interest receivable
455,330

 
507,955

Investment in a direct financing lease, net
190,029

 
199,332

Investment in joint ventures
6,439

 
5,738

Cash and cash equivalents
14,614

 
3,336

Restricted cash
21,949

 
13,072

Deferred financing costs, net
24,261

 
19,909

Accounts receivable, net
56,006

 
47,282

Other assets
88,564

 
66,091

Total assets
$
4,201,105

 
$
3,702,048

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
98,736

 
$
82,180

Common dividends payable
17,896

 
16,281

Preferred dividends payable
5,951

 
5,952

Unearned rents and interest
51,996

 
25,623

Debt
2,037,455

 
1,645,523

Total liabilities
2,212,034

 
1,775,559

Equity:
 
 
 
Common Shares, $.01 par value; 75,000,000 shares authorized; and 61,498,390 and 58,952,404 shares issued at September 30, 2015 and December 31, 2014, respectively
615

 
589

Preferred Shares, $.01 par value; 25,000,000 shares authorized:
 
 
 
5,400,000 Series C convertible shares issued at September 30, 2015 and December 31, 2014; liquidation preference of $135,000,000
54

 
54

3,450,000 Series E convertible shares issued at September 30, 2015 and December 31, 2014; liquidation preference of $86,250,000
35

 
35

5,000,000 Series F shares issued at September 30, 2015 and December 31, 2014; liquidation preference of $125,000,000
50

 
50

Additional paid-in-capital
2,413,784

 
2,283,440

Treasury shares at cost: 2,340,474 and 1,826,463 common shares at September 30, 2015 and December 31, 2014, respectively
(95,564
)
 
(67,846
)
Accumulated other comprehensive income
5,410

 
12,566

Distributions in excess of net income
(335,690
)
 
(302,776
)
EPR Properties shareholders’ equity
1,988,694

 
1,926,112

Noncontrolling interests
377

 
377

Total equity
$
1,989,071

 
$
1,926,489

Total liabilities and equity
$
4,201,105

 
$
3,702,048

See accompanying notes to consolidated financial statements.

1


EPR PROPERTIES
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Rental revenue
$
85,706

 
$
74,410

 
$
240,306

 
$
210,759

Tenant reimbursements
3,718

 
4,486

 
11,986

 
13,355

Other income
718

 
345

 
2,416

 
706

Mortgage and other financing income
18,193

 
19,497

 
54,321

 
55,561

Total revenue
108,335

 
98,738

 
309,029

 
280,381

Property operating expense
5,496

 
5,948

 
17,623

 
17,936

Other expense
221

 
248

 
533

 
566

General and administrative expense
7,482

 
6,719

 
22,920

 
21,260

Retirement severance expense

 

 
18,578

 

Costs associated with loan refinancing or payoff
18

 

 
261

 

Interest expense, net
20,529

 
20,801

 
59,123

 
61,254

Transaction costs
783

 
369

 
6,818

 
1,321

Provision for loan loss

 
3,777

 

 
3,777

Depreciation and amortization
23,498

 
17,421

 
64,702

 
48,750

Income before equity in income from joint ventures and other items
50,308

 
43,455

 
118,471

 
125,517

Equity in income from joint ventures
339

 
300

 
701

 
878

Gain (loss) on sale of real estate
(95
)
 

 
23,829

 
330

Gain on sale of investment in a direct financing lease

 

 

 
220

Income before income taxes
50,552

 
43,755

 
143,001

 
126,945

Income tax expense
498

 
1,047

 
1,418

 
3,332

Income from continuing operations
$
50,054

 
$
42,708

 
$
141,583

 
$
123,613

Discontinued operations:
 
 
 
 
 
 
 
Income (loss) from discontinued operations
141

 
(3
)
 
199

 
8

Transaction (costs) benefit

 

 

 
3,376

Net income attributable to EPR Properties
50,195

 
42,705

 
141,782

 
126,997

Preferred dividend requirements
(5,951
)
 
(5,952
)
 
(17,855
)
 
(17,856
)
Net income available to common shareholders of EPR Properties
$
44,244

 
$
36,753

 
$
123,927

 
$
109,141

Per share data attributable to EPR Properties common shareholders:
 
 
 
 
 
 
 
Basic earnings per share data:
 
 
 
 
 
 
 
Income from continuing operations
$
0.76

 
$
0.68

 
$
2.15

 
$
1.99

Income from discontinued operations

 

 

 
0.06

Net income available to common shareholders
$
0.76

 
$
0.68

 
$
2.15

 
$
2.05

Diluted earnings per share data:
 
 
 
 
 
 
 
Income from continuing operations
$
0.76

 
$
0.68

 
$
2.15

 
$
1.98

Income from discontinued operations

 

 

 
0.06

Net income available to common shareholders
$
0.76

 
$
0.68

 
$
2.15

 
$
2.04

Shares used for computation (in thousands):
 
 
 
 
 
 
 
Basic
58,083

 
53,792

 
57,468

 
53,268

Diluted
58,278

 
54,001

 
57,699

 
53,462

See accompanying notes to consolidated financial statements.

2


EPR PROPERTIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net income attributable to EPR Properties
$
50,195

 
$
42,705

 
$
141,782

 
$
126,997

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustment
(12,398
)
 
(10,590
)
 
(27,310
)
 
(11,221
)
Change in unrealized gain on derivatives
9,518

 
9,921

 
20,154

 
7,585

Comprehensive income attributable to EPR Properties
$
47,315

 
$
42,036

 
$
134,626

 
$
123,361

See accompanying notes to consolidated financial statements.

3





EPR PROPERTIES
Consolidated Statements of Changes in Equity
Nine Months Ended September 30, 2015
(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
 
Noncontrolling
Interests
 
Total
 
Shares
 
Par
 
Shares
 
Par
 
 
Balance at December 31, 2014
58,952,404

 
$
589

 
13,850,000

 
$
139

 
$
2,283,440

 
$
(67,846
)
 
$
12,566

 
$
(302,776
)
 
$
377

 
$
1,926,489

Restricted share units issued to Trustees
18,036

 

 

 

 

 

 

 

 

 

Issuance of nonvested shares, net
218,285

 
2

 

 

 
1,941

 
(36
)
 

 

 

 
1,907

Purchase of common shares for vesting

 

 

 

 

 
(8,223
)
 

 

 

 
(8,223
)
Amortization of nonvested shares and restricted share units

 

 

 

 
5,036

 

 

 

 

 
5,036

Share option expense

 

 

 

 
830

 

 

 

 

 
830

Share-based compensation included in retirement severance expense

 

 

 

 
6,377

 

 

 

 

 
6,377

Foreign currency translation adjustment

 

 

 

 

 

 
(27,310
)
 

 

 
(27,310
)
Change in unrealized gain/loss on derivatives

 

 

 

 

 

 
20,154

 

 

 
20,154

Net income

 

 

 

 

 

 

 
141,782

 

 
141,782

Issuances of common shares
1,871,429

 
19

 

 

 
99,897

 

 

 

 

 
99,916

Stock option exercises, net
438,236

 
5

 

 

 
16,263

 
(19,459
)
 

 

 

 
(3,191
)
Dividends to common and preferred shareholders

 

 

 

 

 

 

 
(174,696
)
 

 
(174,696
)
Balance at September 30, 2015
61,498,390

 
$
615

 
13,850,000

 
$
139

 
$
2,413,784

 
$
(95,564
)
 
$
5,410

 
$
(335,690
)
 
$
377

 
$
1,989,071


See accompanying notes to consolidated financial statements.

4


EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
 
Nine Months Ended September 30,
 
2015
 
2014
Operating activities:
 
 
 
Net income
$
141,782

 
$
126,997

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan loss

 
3,777

Income from discontinued operations
(199
)
 
(3,384
)
Gain on sale of real estate
(23,829
)
 
(330
)
Deferred income tax expense
229

 
1,612

Gain on sale of investment in a direct financing lease

 
(220
)
Costs associated with loan refinancing or payoff
261

 

Equity in income from joint ventures
(701
)
 
(878
)
Distributions from joint ventures

 
810

Depreciation and amortization
64,702

 
48,750

Amortization of deferred financing costs
3,425

 
3,158

Amortization of above market leases
145

 
144

Share-based compensation expense to management and Trustees
6,218

 
6,984

Share-based compensation expense included in retirement severance expense
6,377

 

Decrease (increase) in restricted cash
94

 
(1,490
)
Increase in mortgage notes accrued interest receivable
(5,465
)
 
(2,323
)
Increase in accounts receivable, net
(8,326
)
 
(2,585
)
Increase in direct financing lease receivable
(2,708
)
 
(2,211
)
Increase in other assets
(2,401
)
 
(4,025
)
Decrease in accounts payable and accrued liabilities
(2,694
)
 
(8,095
)
Increase in unearned rents and interest
7,398

 
1,408

Net operating cash provided by continuing operations
184,308

 
168,099

Net operating cash provided by discontinued operations
514

 
109

Net cash provided by operating activities
184,822

 
168,208

Investing activities:
 
 
 
Acquisition of rental properties and other assets
(136,029
)
 
(56,385
)
Proceeds from sale of real estate
45,992

 
3,647

Proceeds from settlement of derivative

 
5,725

Investment in mortgage notes receivable
(62,936
)
 
(57,922
)
Proceeds from mortgage note receivable paydown
975

 
317

Investment in promissory notes receivable

 
(4,387
)
Proceeds from sale of investment in a direct financing lease, net
4,741

 
46,092

Additions to properties under development
(324,859
)
 
(256,528
)
Net cash used by investing activities
(472,116
)
 
(319,441
)
Financing activities:
 
 
 
Proceeds from long-term debt facilities
803,914

 
265,000

Principal payments on long-term debt
(413,069
)
 
(220,566
)
Deferred financing fees paid
(6,952
)
 
(808
)
Net proceeds from issuance of common shares
99,760

 
264,008

Impact of stock option exercises, net
(3,192
)
 
(27
)
Purchase of common shares for treasury for vesting
(8,222
)
 
(2,892
)
Dividends paid to shareholders
(172,926
)
 
(152,874
)
Net cash provided by financing activities
299,313

 
151,841

Effect of exchange rate changes on cash
(741
)
 
(180
)
Net increase in cash and cash equivalents
11,278

 
428

Cash and cash equivalents at beginning of the period
3,336

 
7,958

Cash and cash equivalents at end of the period
$
14,614

 
$
8,386

Supplemental information continued on next page.
 
 
 

5


EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Continued from previous page.
 
Nine Months Ended September 30,
 
2015
 
2014
Supplemental schedule of non-cash activity:
 
 
 
Transfer of property under development to rental property
$
307,004

 
$
152,504

Transfer of land held for development to property under development
$
167,600

 
$

Acquisition of real estate in exchange for assumption of debt at fair value
$

 
$
101,441

Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses
$
14,285

 
$
15,525

Conversion of mortgage note receivable to rental property
$
120,051

 
$

Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for interest
$
76,435

 
$
76,836

Cash paid during the period for income taxes
$
1,286

 
$
234

Interest cost capitalized
$
14,265

 
$
4,982

Increase in accrued capital expenditures
$
13,293

 
$
11,385

See accompanying notes to consolidated financial statements.

6



EPR PROPERTIES
Notes to Consolidated Financial Statements (Unaudited)


1. Organization

Description of Business
EPR Properties (the Company) is a specialty real estate investment trust (REIT) organized on August 29, 1997 in Maryland. The Company develops, owns, leases and finances properties in select market segments primarily related to Entertainment, Education and Recreation. The Company’s properties are located in the United States and Canada.

2. Summary of Significant Accounting Policies

Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. In addition, operating results for the nine month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest. A controlling financial interest will have both of the following characteristics: the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. This topic requires an ongoing reassessment.  The equity method of accounting is applied to entities in which the Company is not the primary beneficiary as defined in the Consolidation Topic of the FASB ASC, or does not have effective control, but can exercise influence over the entity with respect to its operations and major decisions.

The Company reports its noncontrolling interests as required by the Consolidation Topic of the FASB ASC. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company's equity. On the consolidated statements of income, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Consolidated statements of changes in shareholders' equity are included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for equity, noncontrolling interests and total equity. The Company does not have any redeemable noncontrolling interests.

The consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (SEC) on February 25, 2015.

Operating Segments
For financial reporting purposes, the Company groups its investments into four reportable operating segments: Entertainment, Education, Recreation and Other. See Note 16 for financial information related to these operating segments.


7


Rental Properties
Rental properties are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which generally are estimated to be 30 to 40 years for buildings and 3 to 25 years for furniture, fixtures and equipment. Tenant improvements, including allowances, are depreciated over the shorter of the base term of the lease or the estimated useful life. Expenditures for ordinary maintenance and repairs are charged to operations in the period incurred. Significant renovations and improvements that improve or extend the useful life of the asset are capitalized and depreciated over their estimated useful life.

Management reviews a property for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. The review of recoverability is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of the property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value.

The Company evaluates the held-for-sale classification of its real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. Assets are generally classified as held for sale once management has initiated an active program to market them for sale and has received a firm purchase commitment that is expected to close within one year. On occasion, the Company will receive unsolicited offers from third parties to buy individual Company properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance.

Allowance for Doubtful Accounts
The Company makes estimates of the collectability of its accounts receivable related to base rents, tenant escalations (straight-line rents), reimbursements and other income. The Company specifically analyzes trends in accounts receivable, historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of its allowance for doubtful accounts. When evaluating customer creditworthiness, management reviews the periodic financial statements for significant tenants and specifically evaluates the strength and material changes in net operating income, coverage ratios, leverage and other factors to assess the tenant's credit quality. In addition, when customers are in bankruptcy, the Company makes estimates of the expected recovery of pre-petition administrative and damage claims. These estimates have a direct impact on the Company's net income.

Revenue Recognition
Rents that are fixed and determinable are recognized on a straight-line basis over the minimum term of the leases. Base rent escalation on leases that are dependent upon increases in the Consumer Price Index (CPI) is recognized when known. In addition, most of the Company's tenants are subject to additional rents if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents as well as participating interest for those mortgage agreements that contain similar such clauses are recognized at the time when specific triggering events occur as provided by the lease or mortgage agreements. Rental revenue included percentage rents of $1.8 million and $1.7 million for the nine months ended September 30, 2015 and 2014, respectively. Mortgage and other financing income included participating interest income of $1.5 million and $1.4 million for the nine months ended September 30, 2015 and 2014, respectively. Lease termination fees are recognized when the related leases are canceled and the Company has no obligation to provide services to such former tenants. Termination fees of $127 thousand and $123 thousand were recognized during the nine months ended September 30, 2015 and 2014, respectively.

Direct financing lease income is recognized on the effective interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values at the date of lease inception represent management's initial estimates of fair value of the leased assets at the expiration of the lease, not to exceed original cost. Significant assumptions used in estimating residual values include estimated net cash flows over the remaining lease term and expected future real estate values. The Company evaluates on an annual basis (or more frequently, if necessary) the collectability of its direct financing lease receivable and unguaranteed residual value to determine whether they are impaired. A direct financing lease receivable is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a direct financing lease receivable is considered to be impaired, the amount of loss is calculated by comparing the recorded

8


investment to the value determined by discounting the expected future cash flows at the direct financing lease receivable's effective interest rate or to the fair value of the underlying collateral, less costs to sell, if such receivable is collateralized.

Mortgage Notes and Other Notes Receivable
Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower and the Company defers certain loan origination and commitment fees, net of certain origination costs, and amortizes them over the term of the related loan. Interest income on performing loans is accrued as earned. The Company evaluates the collectability of both interest and principal of each of its loans to determine whether it is impaired. A loan is considered to be impaired when, based on current information and events, the Company determines that it is probable that it will be unable to collect all amounts due according to the existing contractual terms. An insignificant delay or shortfall in amounts of payments does not necessarily result in the loan being identified as impaired. When a loan is considered to be impaired, the amount of loss, if any, is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less costs to sell, if the loan is collateral dependent. For impaired loans, interest income is recognized on a cash basis, unless the Company determines based on the loan to estimated fair value ratio the loan should be on the cost recovery method, and any cash payments received would then be reflected as a reduction of principal. Interest income recognition is recommenced if and when the impaired loan becomes contractually current and performance is demonstrated to be resumed. During the nine months ended September 30, 2015 the Company wrote off $3.8 million of a previously impaired and fully reserved note receivable.

Income Taxes
As previously disclosed, in 2013, the Canada Revenue Agency (CRA) commenced an examination of the Company's taxable subsidiary that files returns in Canada for tax years 2010 and 2011.  Based on interactions with the taxing authority in the first quarter of 2015, the Company reevaluated its measurement of uncertain tax positions and recorded a liability of $7.9 million during the three months ended March 31, 2015.   Of this amount, $1.4 million was recorded as a current tax liability and $6.5 million was recorded as an adjustment to deferred tax assets. During the second quarter of 2015, the examination was completed with no adjustments.  As the liability is effectively settled, the Company reversed the previously recorded liability of $7.9 million during the three months ended June 30, 2015.  Of this amount, $1.4 million was recorded as a decrease to the previously recorded current tax liability and $6.5 million was recorded as an increase to deferred tax assets.  Based on the Company's current knowledge of the examination, management does not anticipate any additional significant increase or decrease in uncertain tax positions during the next twelve months.  The tax years prior to 2010 for this subsidiary are no longer subject to examination.

Concentrations of Risk
American Multi-Cinema, Inc. (AMC) is the lessee of a substantial portion (26%) of the megaplex theatre rental properties held by the Company at September 30, 2015 primarily as a result of a series of sale leaseback transactions pertaining to AMC megaplex theatres. A substantial portion of the Company’s total revenues (approximately $64.3 million or 21% and $65.5 million or 23%, for the nine months ended September 30, 2015 and 2014, respectively) result from the revenue from AMC under the leases, or from its parent, AMC Entertainment, Inc. (AMCE), as the guarantor of AMC’s obligations under the leases. AMCE is wholly owned by AMC Entertainment Holdings, Inc. (AMCEH). AMCEH is a publicly held company (NYSE: AMC) and its consolidated financial information is publicly available as www.sec.gov.

For the nine months ended September 30, 2015 and 2014, approximately $25.5 million or 8%, and $30.2 million or 11%, respectively, of total revenue was derived from the Company's four entertainment retail centers in Ontario, Canada. The Company's wholly owned subsidiaries that hold the four Canadian entertainment retail centers represent approximately $175.7 million or 9% and $200.4 million or 10% of the Company's net assets at September 30, 2015 and December 31, 2014, respectively.

Share-Based Compensation
Share-based compensation to employees of the Company is granted pursuant to the Company's Annual Incentive Program and Long-Term Incentive Plan. Share-based compensation to non-employee Trustees of the Company is

9


granted pursuant to the Company's Trustee compensation program and shares to employees and non-employee Trustees are issued under the 2007 Equity Incentive Plan.

Share-based compensation expense consists of share option expense, amortization of nonvested share grants, and amortization of share units issued to non-employee Trustees for payment of their annual retainers. Share-based compensation included in general and administrative expense in the accompanying consolidated statements of income totaled $6.2 million and $7.0 million for the nine months ended September 30, 2015 and 2014, respectively. Share-based compensation included in retirement severance expense in the accompanying consolidated statements of income totaled $6.4 million for the nine months ended September 30, 2015 and related to the retirement of the Company's former President and Chief Executive Officer.

Share Options
Share options are granted to employees pursuant to the Long-Term Incentive Plan. The fair value of share options granted is estimated at the date of grant using the Black-Scholes option pricing model. Share options granted to employees vest over a period of four years and share option expense for these options is recognized on a straight-line basis over the vesting period. Expense recognized related to share options and included in general and administrative expense in the accompanying consolidated statements of income was $830 thousand and $1.1 million for the nine months ended September 30, 2015 and 2014, respectively. Expense recognized related to share options and included in retirement severance expense in the accompanying consolidated statements of income was $1.4 million for the nine months ended September 30, 2015 and related to the retirement of the Company's former President and Chief Executive Officer.

Nonvested Shares Issued to Employees
The Company grants nonvested shares to employees pursuant to both the Annual Incentive Program and the Long-Term Incentive Plan. The Company amortizes the expense related to the nonvested shares awarded to employees under the Long-Term Incentive Plan and the premium awarded under the nonvested share alternative of the Annual Incentive Program on a straight-line basis over the future vesting period (three or four years). Expense recognized related to nonvested shares and included in general and administrative expense in the accompanying consolidated statements of income was $4.6 million and $5.1 million for the nine months ended September 30, 2015 and 2014, respectively. Expense related to nonvested shares and included in retirement severance expense in the accompanying consolidated statements of income was $5.0 million for the nine months ended September 30, 2015 and related to the retirement of the Company's former President and Chief Executive Officer.

Restricted Share Units Issued to Non-Employee Trustees
The Company issues restricted share units to non-employee Trustees for payment of their annual retainers. The fair value of the share units granted was based on the share price at the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. This expense is amortized by the Company on a straight-line basis over the year of service by the non-employee Trustees. Total expense recognized related to shares issued to non-employee Trustees was $784 thousand and $797 thousand for the nine months ended September 30, 2015 and 2014, respectively.

Derivative Instruments
The Company has acquired certain derivative instruments to reduce exposure to fluctuations in foreign currency exchange rates and variable interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These derivatives consist of foreign currency forward contracts, cross-currency swaps and interest rate swaps.

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected

10


future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company's policy is to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

3. Rental Properties

The following table summarizes the carrying amounts of rental properties as of September 30, 2015 and December 31, 2014 (in thousands):
 
September 30, 2015
 
December 31, 2014
Buildings and improvements
$
2,751,714

 
$
2,273,430

Furniture, fixtures & equipment
33,099

 
25,922

Land
666,015

 
617,842

 
3,450,828

 
2,917,194

Accumulated depreciation
(511,949
)
 
(465,660
)
Total
$
2,938,879

 
$
2,451,534

Depreciation expense on rental properties was $62.0 million and $46.0 million for the nine months ended September 30, 2015 and 2014, respectively.

4. Investments and Dispositions

The Company's investment spending during the nine months ended September 30, 2015 totaled $509.5 million, and included investments in each of its four operating segments.

Entertainment investment spending during the nine months ended September 30, 2015 totaled $82.9 million, and was related primarily to investments in the development or redevelopment of seven megaplex theatres, two family entertainment centers and five entertainment retail centers, as well as the acquisition of three megaplex theatres located in Virginia, Illinois and Florida, each of which is subject to a long-term triple net lease or long-term mortgage agreement.

Education investment spending during the nine months ended September 30, 2015 totaled $219.8 million, and was related primarily to investments in the development or expansion of 27 public charter schools, four private schools, and 26 early childhood education centers, as well as the acquisition of two public charter schools, each of which is subject to a long-term triple net lease or long-term mortgage agreement.
 
Recreation investment spending during the nine months ended September 30, 2015 totaled $198.1 million, and was related primarily to build-to-suit construction of 15 Topgolf golf entertainment facilities, additional improvements at the Company's Kansas City, Kansas water-park, and Camelback Mountain Resort, as well as the acquisition of one ski resort located in Wintergreen, Virginia, each of which is subject to a long-term triple net lease or a long-term mortgage agreement.

On August 1, 2015, per the terms of the mortgage note agreement, the borrower for Camelback Mountain Resort exercised its option to convert the mortgage note agreement to a lease agreement. As a result, the Company recorded the carrying value of its investment into rental property, which approximated the fair value of the property on the conversion date. There was no gain or loss recognized on this transaction. The property is leased pursuant to a triple net lease with a 20-year term.

11



Other investment spending during the nine months ended September 30, 2015 totaled $8.7 million, and was related to the Adelaar casino and resort project in Sullivan County, New York.

On January 27, 2015, the Company completed the sale of a theatre located in Los Angeles, California for net proceeds of $42.7 million and recognized a gain on sale of $23.7 million during the six months ended June 30, 2015. In addition, during the nine months ended September 30, 2015, the Company sold a land parcel adjacent to one of its public charter school investments for net proceeds of $1.1 million and recognized a gain of $0.2 million and sold a land parcel adjacent to one of its megaplex theatre properties for net proceeds of $2.2 million and recognized a loss of $0.1 million.

5. Accounts Receivable, Net
The following table summarizes the carrying amounts of accounts receivable, net as of September 30, 2015 and December 31, 2014 (in thousands):
 
September 30,
2015
 
December 31,
2014
Receivable from tenants
$
9,856

 
$
6,705

Receivable from non-tenants
110

 
602

Straight-line rent receivable
49,294

 
41,529

Allowance for doubtful accounts
(3,254
)
 
(1,554
)
Total
$
56,006

 
$
47,282


6. Investment in a Direct Financing Lease

The Company’s investment in a direct financing lease relates to the Company’s master lease of 21 public charter school properties as of September 30, 2015 and 23 public charter school properties as of December 31, 2014, with affiliates of Imagine Schools, Inc. (Imagine). Investment in a direct financing lease, net represents estimated unguaranteed residual values of leased assets and net unpaid rentals, less related deferred income. The following table summarizes the carrying amounts of investment in a direct financing lease, net as of September 30, 2015 and December 31, 2014 (in thousands):
 
 
September 30, 2015
 
December 31, 2014
Total minimum lease payments receivable
$
444,500

 
$
487,275

Estimated unguaranteed residual value of leased assets
162,669

 
172,880

Less deferred income (1)
(417,140
)
 
(460,823
)
Investment in a direct financing lease, net
$
190,029

 
$
199,332

 
 
 
 
(1) Deferred income is net of $1.4 million and $1.5 million of initial direct costs at September 30, 2015 and December 31, 2014, respectively.

Additionally, the Company determined that no allowance for losses was necessary at September 30, 2015 and December 31, 2014.

On May 21, 2015, the Company completed the sale of one public charter school property located in Pennsylvania and previously leased to Imagine for net proceeds of $4.7 million. Accordingly, the Company reduced its net investment in a direct financing lease, net by $4.7 million which included $4.1 million in original acquisition costs. There was no gain or loss recognized on this sale.

On June 30, 2015, the Company terminated a portion of its master lease with Imagine related to one public charter school property located in Ohio. The property was subsequently leased to another operator pursuant to a long-term triple net lease agreement that is classified as an operating lease. There was no gain or loss recognized on this lease termination.


12


The Company’s direct financing lease has expiration dates ranging from approximately 17 to 20 years. Future minimum rentals receivable on this direct financing lease at September 30, 2015 are as follows (in thousands): 
 
Amount
Year:
 
2015
$
4,853

2016
19,787

2017
20,380

2018
20,992

2019
21,622

Thereafter
356,866

Total
$
444,500


7. Debt and Capital Markets

On March 6, 2015, the Company prepaid in full a mortgage note payable of $30.4 million which was secured by one entertainment retail center.

On March 16, 2015, the Company issued $300.0 million in aggregate principal amount of senior notes due on April 1, 2025 pursuant to an underwritten public offering. The notes bear interest at an annual rate of 4.50%. Interest is payable on April 1 and October 1 of each year beginning on October 1, 2015 until the stated maturity date of April 1, 2025. The notes were issued at 99.638% of their face value and are unsecured and guaranteed by certain of the Company’s subsidiaries. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times and (iv) the maintenance at all times of the Company's total unencumbered assets such that they are not less than 150% of the Company’s outstanding unsecured debt.

On April 24, 2015, the Company amended, restated and combined its unsecured revolving credit and term loan facilities.

The amendments to the unsecured revolving portion of the new credit facility, among other things, (i) increase the initial amount from $535.0 million to $650.0 million, (ii) extend the maturity date from July 23, 2017, to April 24, 2019 (with the Company having the same right as before to extend the loan for one additional year, subject to certain terms and conditions) and (iii) lower the interest rate and facility fee pricing based on a grid related to the Company's senior unsecured credit ratings which at closing was LIBOR plus 1.25% and 0.25%, respectively. In connection with the amendment, $243 thousand of deferred financing costs (net of accumulated amortization) were written off during the three months ended June 30, 2015. At September 30, 2015, the Company had $196.0 million outstanding under this portion of the facility.

The amendments to the unsecured term loan portion of the new facility, among other things, (i) increase the initial amount from $285.0 million to $350.0 million, (ii) extend the maturity date from July 23, 2018, to April 24, 2020 and (iii) lower the interest rate at all senior unsecured credit rating tiers which was LIBOR plus 1.40% at closing. On July 24, 2015, the Company borrowed the remaining $65.0 million available on the $350.0 million term loan portion of the facility, which was used to pay down a portion of the Company's unsecured revolving credit facility.

In addition, there is a $1.0 billion accordion feature on the combined unsecured revolving credit and term loan facility that increases the maximum borrowing amount available under the combined facility, subject to lender approval, from $1.0 billion to $2.0 billion.

On July 31, 2015, the Company prepaid in full a mortgage note payable of $4.8 million which was secured by one theatre property.


13


On August 6, 2015, the Company prepaid in full six mortgage notes payable totaling $61.5 million which were secured by six theatre properties.

During the three months ended September 30, 2015, the Company issued 1,862,582 common shares under its Direct Stock Purchase Plan (DSPP) for net proceeds of $99.4 million. Subsequent to September 30, 2015, the Company issued an additional 595,506 common shares under its DSPP for net proceeds of $31.7 million. These proceeds were used to pay down a portion of the Company's unsecured revolving credit facility.

8. Variable Interest Entities

The Company’s variable interest in VIEs currently are in the form of equity ownership and loans provided by the Company to a VIE or other partner. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, and level of economic disproportionality between the Company and the other partner(s).

Consolidated VIEs
As of September 30, 2015, the Company did not have any investments in consolidated VIEs.

Unconsolidated VIE
At September 30, 2015, the Company’s recorded investment in SVVI, a VIE that is unconsolidated, was $201.3 million. The Company’s maximum exposure to loss associated with SVVI is limited to the Company’s outstanding mortgage note and related accrued interest receivable of $201.3 million. While this entity is a VIE, the Company has determined that the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance is not held by the Company.

9. Derivative Instruments

All derivatives are recognized at fair value in the consolidated balance sheets within the line items "Other assets" and "Accounts payable and accrued liabilities" as applicable. The Company's derivatives are subject to a master netting arrangement and the Company has elected not to offset its derivative position for purposes of balance sheet presentation and disclosure. The Company had derivative liabilities of $8.6 million and $5.1 million recorded in “Accounts payable and accrued liabilities” and derivative assets of $38.5 million and $14.8 million recorded in “Other assets” in the consolidated balance sheet at September 30, 2015 and December 31, 2014, respectively. Had the Company elected to offset derivatives in the consolidated balance sheet pursuant to ASU 210-20-45, the Company would have had a net derivative asset of $29.9 million and $9.7 million (with no derivative liability) at September 30, 2015 and December 31, 2014, respectively.  The Company had not posted or received collateral with its derivative counterparties as of September 30, 2015 or December 31, 2014. See Note 10 for disclosures relating to the fair value of the derivative instruments as of September 30, 2015 and December 31, 2014.

Risk Management Objective of Using Derivatives
The Company is exposed to the effect of changes in foreign currency exchange rates and interest rates on its LIBOR based borrowings. The Company limits this risk by following established risk management policies and procedures including the use of derivatives. The Company’s objective in using derivatives is to add stability to reported earnings and to manage its exposure to foreign exchange and interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps, cross-currency swaps and foreign currency forwards.

Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements on its LIBOR based borrowings. To accomplish this objective, the Company currently uses interest rate swaps as its interest rate risk management strategy. Interest rate swaps designated as cash

14


flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
 
On January 5, 2012, the Company entered into three interest rate swap agreements to fix the interest rate on a $240.0 million unsecured term loan facility. These agreements have a combined outstanding notional amount of $240.0 million, a termination date of January 5, 2016 and provide for a fixed rate on this debt of 2.51%. On September 6, 2013, the Company entered into three interest rate swap agreements to further fix the interest rate on $240.0 million of the unsecured term loan facility at 2.38% from January 5, 2016 to July 5, 2017.  On August 12, 2015 the Company entered into two interest rate swap agreements to fix the interest rate at 2.94% on an additional $60.0 million of the unsecured term loan facility from September 8, 2015 to July 5, 2017 and on $300.0 million of the unsecured term loan facility from July 6, 2017 to April 5, 2019.

The effective portion of changes in the fair value of interest rate derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2015 and 2014, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. No hedge ineffectiveness on cash flow hedges was recognized during the nine months ended September 30, 2015 and 2014.

Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of September 30, 2015, the Company estimates that during the twelve months ending September 30, 2016, $4.6 million will be reclassified from AOCI to interest expense.

Cash Flow Hedges of Foreign Exchange Risk
The Company is exposed to foreign currency exchange risk against its functional currency, the U.S. dollar, on its four Canadian properties. The Company uses cross currency swaps and foreign currency forwards to mitigate its exposure to fluctuations in the CAD to U.S. dollar exchange rate on its Canadian properties. These foreign currency derivatives should hedge a significant portion of the Company's expected CAD denominated cash flow of the Canadian properties as their impact on the Company's cash flow when settled should move in the opposite direction of the exchange rates used to translate revenues and expenses of these properties.

As of September 30, 2015, the Company had cross-currency swaps with a fixed original notional value of $100.0 million CAD and $98.1 million U.S. The net effect of these swaps is to lock in an exchange rate of $1.05 CAD per U.S. dollar on approximately $13.5 million of annual CAD denominated cash flows on the properties through June 2018.

The effective portion of changes in the fair value of foreign currency derivatives designated and that qualify as cash flow hedges of foreign exchange risk is recorded in AOCI and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative, as well as amounts excluded from the assessment of hedge effectiveness, is recognized directly in earnings. No hedge ineffectiveness on foreign currency derivatives was recognized for the nine months ended September 30, 2015 and 2014. As of September 30, 2015, the Company estimates that during the twelve months ending September 30, 2016, $2.8 million will be reclassified from AOCI to other income.

Net Investment Hedges
As discussed above, the Company is exposed to fluctuations in foreign exchange rates on its four Canadian properties. As such, the Company uses currency forward agreements to hedge its exposure to changes in foreign exchange rates. Currency forward agreements involve fixing the CAD to U.S. dollar exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. In order to hedge the net investment in four of the Canadian properties, the Company entered into a forward contract with a fixed notional value of $100.0 million CAD and $94.3 million U.S. with a July 2018 settlement. The exchange rate of this forward contract is approximately $1.06 CAD per U.S. dollar. Additionally, on February 28, 2014, the Company entered into a forward contract with a fixed notional value of $100.0 million CAD and $88.1 million U.S. with a July 2018 settlement date. The exchange rate of this forward

15


contract is approximately $1.13 CAD per U.S. dollar. These forward contracts should hedge a significant portion of the Company’s CAD denominated net investment in these four centers through July 2018 as the impact on AOCI from marking the derivative to market should move in the opposite direction of the translation adjustment on the net assets of these four Canadian properties.

For foreign currency derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in AOCI as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. No hedge ineffectiveness on net investment hedges was recognized for the nine months ended September 30, 2015 and 2014. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.
 
Below is a summary of the effect of derivative instruments on the consolidated statements of changes in equity and income for the three and nine months ended September 30, 2015 and 2014.
 
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Income for the Three and Nine Months Ended September 30, 2015 and 2014
(Dollars in thousands)
 
Three Months Ended September 30,
Nine Months Ended September 30,
Description
2015
 
2014
2015
 
2014
Interest Rate Swaps
 
 
 
 
 
 
Amount of Loss Recognized in AOCI on Derivative (Effective Portion)
$
(3,097
)
 
$
721

$
(4,884
)
 
$
(1,337
)
Amount of Expense Reclassified from AOCI into Earnings (Effective Portion) (1)
(490
)
 
(462
)
(1,375
)
 
(1,371
)
Cross Currency Swaps
 
 
 
 
 
 
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
2,068

 
2,080

4,622

 
2,105

Amount of Income Reclassified from AOCI into Earnings (Effective Portion) (2)
662

 
169

1,691

 
430

Currency Forward Agreements
 
 
 
 
 
 
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
10,719

 
6,827

20,732

 
5,876

Amount of Income Reclassified from AOCI into Earnings (Effective Portion) (2)

 


 

Total
 
 
 
 
 
 
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
$
9,690

 
$
9,628

$
20,470

 
$
6,644

Amount of Income (Expense) Reclassified from AOCI into Earnings (Effective Portion)
172

 
(293
)
316

 
(941
)
 
(1)
Included in "Interest expense, net" in the accompanying consolidated statements of income for the three and nine months ended September 30, 2015 and 2014.
(2)
Included in "Other income" in the accompanying consolidated statements of income for the three and nine months ended September 30, 2015 and 2014.

Credit-risk-related Contingent Features
The Company has agreements with each of its interest rate derivative counterparties that contain a provision where if the Company defaults on any of its obligations for borrowed money or credit in an amount exceeding $25.0 million and such default is not waived or cured within a specified period of time, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its interest rate derivative obligations.


16


As of September 30, 2015, the fair value of the Company’s derivatives in a liability position related to these agreements was $8.6 million. If the Company breached any of the contractual provisions of these derivative contracts, it would be required to settle its obligations under the agreements at their termination value of $8.8 million.

10. Fair Value Disclosures

The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurements and Disclosures guidance. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Derivative Financial Instruments

The Company uses interest rate swaps, foreign currency forwards and cross-currency swaps to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the FASB's fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives also use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of September 30, 2015, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives and therefore, classified its derivatives as Level 2 within the fair value reporting hierarchy.

The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.

17


Assets and Liabilities Measured at Fair Value on a Recurring Basis at
September 30, 2015 and December 31, 2014
(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
September 30, 2015
 
 
 
 
 
 
 
Cross-Currency Swaps*
$

 
$
7,521

 
$

 
$
7,521

Currency Forward Agreements*
$

 
$
30,960

 
$

 
$
30,960

Interest Rate Swap Agreements**
$

 
$
(8,605
)
 
$

 
$
(8,605
)
December 31, 2014:
 
 
 
 
 
 
 
Cross-Currency Swaps*
$

 
$
4,592

 
$

 
$
4,592

Currency Forward Agreements*
$

 
$
10,227

 
$

 
$
10,227

Interest Rate Swap Agreements**
$

 
$
(5,096
)
 
$

 
$
(5,096
)
*Included in "Other assets" in the accompanying consolidated balance sheet.
**Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheet.


Non-recurring fair value measurements
There were no assets or liabilities measured at fair value on a non-recurring basis during the nine months ended September 30, 2015 and 2014.

Fair Value of Financial Instruments
Management compares the carrying value to the estimated fair value of the Company’s financial instruments. The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at September 30, 2015 and December 31, 2014:

Mortgage notes receivable and related accrued interest receivable:
The fair value of the Company’s mortgage notes and related accrued interest receivable is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2015, the Company had a carrying value of $455.3 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 8.98%. The fixed rate mortgage notes bear interest at rates of 5.50% to 11.31%. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of 8.50% to 11.31%, management estimates the fair value of the fixed rate mortgage notes receivable to be approximately $440.0 million with an estimated weighted average market rate of 10.12% at September 30, 2015.

At December 31, 2014, the Company had a carrying value of $508.0 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 9.07%. The fixed rate mortgage notes bear interest at rates of 5.50% to 11.31%. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of 9.00% to 11.31%, management estimates the fair value of the fixed rate mortgage notes receivable to be $488.8 million with an estimated weighted average market rate of 10.13% at December 31, 2014.

Investment in a direct financing lease, net:
The fair value of the Company’s investment in a direct financing lease is estimated by discounting the future cash flows of the instrument using current market rates. At September 30, 2015 and December 31, 2014, the Company had an investment in a direct financing lease with a carrying value of $190.0 million and $199.3 million, respectively, and a weighted average effective interest rate of 11.99% for both periods. The investment in a direct financing lease bears interest at effective interest rates of 11.74% to 12.38%. The carrying value of the investment in a direct financing lease approximated the fair market value at September 30, 2015 and December 31, 2014.

Derivative instruments:
Derivative instruments are carried at their fair market value.


18


Debt instruments:
The fair value of the Company's debt is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2015, the Company had a carrying value of $571.0 million in variable rate debt outstanding with a weighted average interest rate of approximately 1.47%. The carrying value of the variable rate debt outstanding approximated the fair market value at September 30, 2015.

At December 31, 2014, the Company had a carrying value of $372.0 million in variable rate debt outstanding with an average weighted interest rate of approximately 1.57%. The carrying value of the variable rate debt outstanding approximated the fair market value at December 31, 2014.

At September 30, 2015 and December 31, 2014, $300.0 million and $240.0 million, respectively of variable rate debt outstanding under the Company's unsecured term loan facility had been effectively converted to a fixed rate through April 5, 2019 by interest rate swap agreements.

At September 30, 2015, the Company had a carrying value of $1.47 billion in fixed rate long-term debt outstanding with a weighted average interest rate of approximately 5.66%. Discounting the future cash flows for fixed rate debt using rates of 2.76% to 4.96%, management estimates the fair value of the fixed rate debt to be approximately $1.58 billion with an estimated weighted average market rate of 4.31% at September 30, 2015.

At December 31, 2014, the Company had a carrying value of $1.27 billion in fixed rate long-term debt outstanding with an average weighted interest rate of approximately 5.94%. Discounting the future cash flows for fixed rate debt using rates of 2.13% to 4.56%, management estimates the fair value of the fixed rate debt to be approximately $1.38 billion with an estimated weighted average market rate of 3.76% at December 31, 2014.


19


11. Earnings Per Share

The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2015 and 2014 (amounts in thousands except per share information):
 
Three Months Ended September 30, 2015
 
Nine Months Ended September 30, 2015
 
Income
(numerator)
 
Shares
(denominator)
 
Per Share
Amount
 
Income
(numerator)
 
Shares
(denominator)
 
Per Share
Amount
Basic EPS:
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
$
50,054

 
 
 
 
 
$
141,583

 
 
 
 
Less: preferred dividend requirements
(5,951
)
 
 
 
 
 
(17,855
)
 
 
 
 
Income from continuing operations available to common shareholders
$
44,103

 
58,083

 
$
0.76

 
$
123,728

 
57,468

 
$
2.15

Income from discontinued operations available to common shareholders
$
141

 
58,083

 
$

 
$
199

 
57,468

 
$

Net income available to common shareholders
$
44,244

 
58,083

 
$
0.76

 
$
123,927

 
57,468

 
$
2.15

Diluted EPS:
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common shareholders
$
44,103

 
58,083

 
 
 
$
123,728

 
57,468

 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Share options

 
195

 
 
 

 
231

 
 
Income from continuing operations available to common shareholders
$
44,103

 
58,278

 
$
0.76

 
$
123,728

 
57,699

 
$
2.15

Income from discontinued operations available to common shareholders
$
141

 
58,278

 
$

 
$
199

 
57,699

 
$

Net income available to common shareholders
$
44,244

 
58,278

 
$
0.76

 
$
123,927

 
57,699

 
$
2.15



20


 
Three Months Ended September 30, 2014
 
Nine Months Ended September 30, 2014
 
Income
(numerator)
 
Shares
(denominator)
 
Per Share
Amount
 
Income
(numerator)
 
Shares
(denominator)
 
Per Share
Amount
Basic EPS:
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
$
42,708

 
 
 
 
 
$
123,613

 
 
 
 
Less: preferred dividend requirements
(5,952
)
 
 
 
 
 
(17,856
)
 
 
 
 
Income from continuing operations available to common shareholders
$
36,756

 
53,792

 
$
0.68

 
$
105,757

 
53,268

 
$
1.99

Income (loss) from discontinued operations available to common shareholders
$
(3
)
 
53,792

 
$

 
$
3,384

 
53,268

 
$
0.06

Net income available to common shareholders
$
36,753

 
53,792

 
$
0.68

 
$
109,141

 
53,268

 
$
2.05

Diluted EPS:
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common shareholders
$
36,756

 
53,792

 
 
 
$
105,757

 
53,268

 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Share options

 
209

 
 
 

 
194

 
 
Income from continuing operations available to common shareholders
$
36,756

 
54,001

 
$
0.68

 
$
105,757

 
53,462

 
$
1.98

Income (loss) from discontinued operations available to common shareholders
$
(3
)
 
54,001

 
$

 
$
3,384

 
53,462

 
$
0.06

Net income available to common shareholders
$
36,753

 
54,001

 
$
0.68

 
$
109,141

 
53,462

 
$
2.04

 
 
 
 
 
 
 
 
 
 
 
 

The additional 2.0 million common shares that would result from the conversion of the Company’s 5.75% Series C cumulative convertible preferred shares and the additional 1.6 million common shares that would result from the conversion of the Company’s 9.0% Series E cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares are not included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 because the effect is anti-dilutive.

The dilutive effect of potential common shares from the exercise of share options is included in diluted earnings per share for the three and nine months ended September 30, 2015 and 2014. For the three months ended September 30, 2015 and 2014, options to purchase 323 thousand and 279 thousand shares of common shares, respectively, at per share prices ranging from $46.86 to $65.50 and $46.86 to $65.50, respectively, were not included in the computation of diluted earnings per share because the options were anti-dilutive. For the nine months ended September 30, 2015 and 2014, options to purchase 315 thousand and 378 thousand shares of common shares, respectively, at per share prices ranging from $51.64 to $65.50 and $45.20 to $65.50, respectively, were not included in the computation of diluted earnings per share because the options were anti-dilutive.

12. Chief Executive Officer Retirement

On February 24, 2015, the Company announced that David Brain, its then President and Chief Executive Officer, was retiring from the Company. In connection with his retirement, Mr. Brain and the Company entered into a Retirement Agreement pursuant to which he agreed to retire on March 31, 2015 in consideration for certain retirement severance benefits substantially equal to those benefits that would be payable to him under his employment agreement if he were

21


terminated without cause. As a result, the Company recorded retirement severance expense (including share-based compensation costs) during the nine months ended September 30, 2015 of $18.6 million. Retirement severance expense includes a cash payment of $11.8 million, $5.0 million for the accelerated vesting of 113,900 nonvested shares, $1.4 million for the accelerated vesting of 101,640 share options and $0.4 million of related taxes and other expenses.

13. Equity Incentive Plan

All grants of common shares and options to purchase common shares are issued under the Company's 2007 Equity Incentive Plan and an aggregate of 3,650,000 common shares, options to purchase common shares and restricted share units, subject to adjustment in the event of certain capital events, may be granted. At September 30, 2015, there were 1,066,138 shares available for grant under the 2007 Equity Incentive Plan.

Share Options

Share options granted under the 2007 Equity Incentive Plan have exercise prices equal to the fair market value of a common share at the date of grant. The options may be granted for any reasonable term, not to exceed 10 years, and for employees typically become exercisable at a rate of 25% per year over a four-year period. The Company generally issues new common shares upon option exercise. A summary of the Company’s share option activity and related information is as follows:
 
 
Number of
shares
 
Option price
per share
 
Weighted avg.
exercise price
Outstanding at December 31, 2014
950,214

 
$
18.18

 

 
$
65.50

 
$
42.48

Exercised
(438,236
)
 
18.18

 

 
61.53

 
37.12

Granted
121,546

 
61.79

 

 
61.79

 
61.79

Forfeited
(79,055
)
 
45.20

 

 
65.50

 
63.88

Outstanding at September 30, 2015
554,469

 
$
19.02

 

 
$
65.50

 
$
47.90

The weighted average fair value of options granted was $16.35 and $13.87 during the nine months ended September 30, 2015 and 2014, respectively. The intrinsic value of stock options exercised was $6.7 million and $0.3 million for the nine months ended September 30, 2015 and 2014, respectively. Additionally, the Company repurchased 371,343 shares into treasury shares in conjunction with the stock options exercised during the nine months ended September 30, 2015 with a total value of $19.5 million. At September 30, 2015, stock-option expense to be recognized in future periods was $2.2 million.

The expense related to share options included in the determination of net income for the nine months ended September 30, 2015 and 2014 was $2.2 million (including $1.4 million included in retirement severance expense in the accompanying consolidated statements of income) and $1.1 million, respectively. The following assumptions were used in applying the Black-Scholes option pricing model at the grant dates for the nine months ended September 30, 2015 and 2014, respectively: risk-free interest rate of 1.9% and 2.2%, dividend yield of 5.9% and 6.4%, volatility factors in the expected market price of the Company’s common shares of 48.0% and 50.3%, 0.78% and 0.28% expected forfeiture rate and an expected life of approximately six years for both periods. The Company uses historical data to estimate the expected life of the option and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Additionally, expected volatility is computed based on the average historical volatility of the Company’s publicly traded shares.

22


The following table summarizes outstanding options at September 30, 2015:
Exercise price range
 
Options
outstanding
 
Weighted avg.
life remaining
 
Weighted avg.
exercise price
 
Aggregate intrinsic
value  (in thousands)
$ 19.02 - 19.99
 
61,097

 
3.6

 
 
 
 
20.00 - 29.99
 

 

 
 
 
 
30.00 - 39.99
 
12,196

 
4.4

 
 
 
 
40.00 - 49.99
 
235,593

 
4.6

 
 
 
 
50.00 - 59.99
 
111,917

 
7.8

 
 
 
 
60.00 - 65.50
 
133,666

 
6.7

 
 
 
 
 
 
554,469

 
5.6

 
$
47.90

 
$
3,557

The following table summarizes exercisable options at September 30, 2015:
Exercise price range
 
Options
outstanding
 
Weighted avg.
life  remaining
 
Weighted avg.
exercise price
 
Aggregate  intrinsic
value (in thousands)
$ 19.02 - 19.99
 
61,097

 
3.6

 
 
 
 
20.00 - 29.99
 

 

 
 
 
 
30.00 - 39.99
 
12,196

 
4.4

 
 
 
 
40.00 - 49.99
 
192,222

 
4.1

 
 
 
 
50.00 - 59.99
 
32,518

 
6.9

 
 
 
 
60.00 - 65.50
 
45,310

 
1.3

 
 
 
 
 
 
343,343

 
3.9

 
$
43.54

 
$
3,347


Nonvested Shares
A summary of the Company’s nonvested share activity and related information is as follows:
 
Number  of
shares
 
Weighted avg.
grant  date
fair value
 
Weighted avg.
life remaining
Outstanding at December 31, 2014
468,451

 
$
49.29

 
 
Granted
218,285

 
60.69

 
 
Vested
(295,487
)
 
50.37

 
 
Forfeited
(808
)
 
54.69

 
 
Outstanding at September 30, 2015
390,441

 
$
54.84

 
1.13
The holders of nonvested shares have voting rights and receive dividends from the date of grant. These shares vest ratably over a period of three to four years. The fair value of the nonvested shares that vested was $17.1 million (including $6.7 million in retirement severance expense in the accompanying consolidated statements of income) and $7.3 million for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015, unamortized share-based compensation expense related to nonvested shares was $13.7 million.

Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
 
Number  of
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Weighted
Average
Life
Remaining
Outstanding at December 31, 2014
19,685

 
$
53.55

 
 
Granted
18,036

 
57.57

 
 
Vested
(19,685
)
 
53.55

 
 
Outstanding at September 30, 2015
18,036

 
$
57.57

 
0.62

23



The holders of restricted share units receive dividend equivalents from the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. At September 30, 2015, unamortized share-based compensation expense related to restricted share units was $606 thousand.

14. Discontinued Operations

Included in discontinued operations for the three and nine months ended September 30, 2015 and 2014 were certain post closing items related to the Toronto Dundas Square property. Also included in discontinued operations for the nine months ended September 30, 2014 is the reversal of a liability that was established with the March 4, 2010 acquisition of Toronto Dundas Square. This liability was reversed as the related payment is not expected to occur.

The operating results relating to discontinued operations are as follows (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Rental revenue
$

 
$

 
$

 
$
3

Tenant reimbursements

 

 
68

 

Other income
172

 

 
172

 

Total revenue
172

 

 
240

 
3

Property operating expense
2

 
3

 
12

 
13

Other expense (benefit)

 

 

 
(18
)
Transaction costs (benefit)

 

 

 
(3,376
)
Income (loss) before income taxes
170

 
(3
)
 
228

 
3,384

Income tax expense
29

 

 
29

 

Net income (loss)
$
141

 
$
(3
)
 
$
199

 
$
3,384


15. Other Commitments and Contingencies

As of September 30, 2015, the Company had an aggregate of approximately $259.7 million of commitments to fund development projects including eight entertainment development projects for which it had commitments to fund approximately $23.5 million, 27 education development projects for which it had commitments to fund approximately $205.6 million and three recreation development projects for which it had commitments to fund approximately $30.6 million. Development costs are advanced by the Company in periodic draws. If the Company determines that construction is not being completed in accordance with the terms of the development agreement, it can discontinue funding construction draws. The Company has agreed to lease the properties to the operators at pre-determined rates upon completion of construction.

The Company has certain commitments related to its mortgage note investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of its direct control. As of September 30, 2015, the Company had four mortgage notes receivable with commitments totaling approximately $43.8 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.

The Company has provided guarantees of the payment of certain economic development revenue bonds totaling $22.9 million related to two theatres in Louisiana for which the Company earns a fee at annual rates of 2.88% to 4.00% over the 30-year terms of the related bonds. The Company recorded $9.7 million as a deferred asset included in other assets and $9.7 million included in other liabilities in the accompanying consolidated balance sheet as of September 30, 2015 related to these guarantees. No amounts have been accrued as a loss contingency related to these guarantees because payment by the Company is not probable.


24


On June 7, 2011, affiliates of Louis Cappelli, Concord Associates, L.P., Concord Resort, LLC and Concord Kiamesha LLC (the “Cappelli Group”), filed a complaint with the Supreme Court of the State of New York, County of Sullivan, against two subsidiaries of the Company seeking (i) a declaratory judgment concerning the Company's obligations under a previously disclosed settlement agreement involving these entities, (ii) an order that the Company execute the golf course lease and the “Racino Parcel” lease subject to the settlement agreement, and (iii) an extension of the restrictive covenant against ownership or operation of a casino on the Concord resort property under the settlement agreement (the “Restrictive Covenant”), which covenant was set to expire on December 31, 2011. The Company filed counterclaims seeking related relief. The Cappelli Group subsequently obtained leave to discontinue its claims, but the counterclaims remained pending. On June 30, 2014, the Court (i) denied the Cappelli Group’s motion to dismiss the counterclaims, (ii) granted the Company's motion for summary judgment finding that the Cappelli Group missed the December 31, 2011 deadline to fully execute a master credit agreement which was a condition to the Company’s obligation to continue its joint development activities with the Cappelli Group under the settlement agreement, (iii) granted the Company’s motion for summary judgment finding that the Restrictive Covenant had expired, and (iv) granted the Company’s motion for declaratory relief declaring the Company as master developer of the Concord resort property. The Cappelli Group perfected its appeal of the summary judgment decision in the Appellate Division, Third Department on December 30, 2014. On July 30, 2015, the Appellate Division, Third Department affirmed the lower court’s decision granting summary judgment in favor of the Company. On August 27, 2015, the Cappelli Group filed a motion in the Appellate Division for leave to appeal to the Court of Appeals. The Company has filed a brief in opposition to the Cappelli Group’s motion. If the Appellate Division denies the relief requested by the Cappelli Group, they will then have 30 days to move in the Court of Appeals for leave to appeal.
On October 20, 2011, the Cappelli Group also filed suit against the Company and two affiliates in the Supreme Court of the State of New York, County of Westchester, asserting a claim for breach of contract and the implied covenant of good faith, and seeking damages of at least $800 million, based on the same allegations as in the action the Cappelli Group filed in Sullivan County Supreme Court. The Company has moved to dismiss the Amended Complaint in Westchester County based on the Sullivan County Supreme Court’s June 30, 2014 decision (which has now been affirmed), and the Cappelli Group has cross-moved for a stay of the action. The motion and cross-motion have been fully briefed, and are under judicial consideration.
On September 18, 2013, the United States District Court for the Southern District of New York (the “District Court”) dismissed the complaint filed by Concord Associates L.P. and six other companies affiliated with Mr. Cappelli against the Company and certain of its subsidiaries, Empire Resorts, Inc. and Monticello Raceway Management, Inc. (collectively, “Empire”), and Kien Huat Realty III Limited and Genting New York LLC (collectively, “Genting”). The complaint alleged, among other things, that the Company had conspired with Empire to monopolize the racing and gaming market in the Catskills by entering into exclusivity and development agreements to develop a comprehensive resort destination in Sullivan County, New York. The plaintiffs are seeking $500 million in damages (trebled to $1.5 billion under antitrust law), punitive damages, and injunctive relief. The District Court dismissed plaintiffs’ federal antitrust claims against all defendants with prejudice, and dismissed the pendent state law claims against Empire and Genting without prejudice, meaning they could be further pursued in state court. On October 2, 2013, the plaintiffs filed a motion for reconsideration with the District Court, seeking permission to file a Second Amended Complaint, and soon after filed a Notice of Appeal. The District Court denied the motion for reconsideration in an Opinion and Order dated November 3, 2014, and the plaintiffs perfected their appeal in the Second Circuit on or about December 17, 2014. Oral arguments by the parties regarding the appeal were presented on April 29, 2015.
The Company has not determined that losses related to these matters are probable. Because of the favorable rulings from the Supreme Court of Sullivan County, New York, the Appellate Division, Third Department, and the District Court, and the pending or potential appeals, together with the inherent difficulty of predicting the outcome of litigation generally, the Company does not have sufficient information to determine the amount or range of reasonably possible loss with respect to these matters. The Company’s assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause the Company to change those estimates and assumptions. The Company intends to vigorously defend the claims asserted against the Company and certain of its subsidiaries by the Cappelli Group and its affiliates, for which the Company believes it has meritorious defenses, but there can be no assurances as to its outcome.

25


16. Segment Information

The Company groups investments into four reportable operating segments: Entertainment, Education, Recreation and Other. The financial information summarized below is presented by reportable operating segment:
Balance Sheet Data:
 
 
As of September 30, 2015
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Total Assets
 
$
2,004,372

$
973,216

$
910,798

$
228,262

$
84,457

$
4,201,105

 
 
 
 
 
 
 
 
 
 
As of December 31, 2014
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Total Assets
 
$
2,017,543

$
734,512

$
696,931

$
206,795

$
46,267

$
3,702,048


Operating Data:
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Rental revenue
 
$
59,637

$
13,990

$
12,079

$

$

$
85,706

Tenant reimbursements
 
3,718





3,718

Other income
 
1



55

662

718

Mortgage and other financing income
 
1,782

7,479

8,835

97


18,193

Total revenue
 
65,138

21,469

20,914

152

662

108,335

 
 
 
 
 
 
 
 
Property operating expense
 
5,413



83


5,496

Other expense
 



221


221

Total investment expenses
 
5,413



304


5,717

Net operating income - before unallocated items
 
59,725

21,469

20,914

(152
)
662

102,618

 
 
 
 
 
 
 
 
Reconciliation to Consolidated Statements of Income:
 
 
 
 
General and administrative expense
 
 
 
 
(7,482
)
Costs associated with loan refinancing or payoff
 
 
 
(18
)
Interest expense, net
 
 
 
 
 
 
(20,529
)
Transaction costs
 
 
 
 
 
 
(783
)
Depreciation and amortization
 
 
 
(23,498
)
Equity in income from joint ventures