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EX-32.2 - EXHIBIT 32.2 - EPR PROPERTIESexhibit322331201710-q.htm
EX-32.1 - EXHIBIT 32.1 - EPR PROPERTIESexhibit321331201710-q.htm
EX-31.2 - EXHIBIT 31.2 - EPR PROPERTIESexhibit312331201710-q.htm
EX-31.1 - EXHIBIT 31.1 - EPR PROPERTIESexhibit311331201710-q.htm
EX-12.2 - EXHIBIT 12.2 - EPR PROPERTIESexhibit122331201710-q.htm
EX-12.1 - EXHIBIT 12.1 - EPR PROPERTIESexhibit121331201710-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 March 31, 2017
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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company,” and "emerging growth 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
 
 
 
 
Emerging growth company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. 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 May 1, 2017, there were 73,638,809 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,” “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:
Our transaction with CNL Lifestyle Properties, Inc. presents certain risks to our business, financial condition, results of operations and cash flows;
Global economic uncertainty and disruptions in financial markets;
Reduction in discretionary spending by consumers;
Adverse changes in our credit ratings;
Fluctuations in interest rates;
The duration or outcome of litigation, or other factors outside of litigation such as project financing, relating to our significant investment in a planned casino and resort development which may cause the development to be indefinitely delayed or cancelled;
Unsuccessful development, operation, financing or compliance with licensing requirements of the planned casino and resort development by the third-party lessee;
Risks related to overruns for the construction of common infrastructure at our planned casino and resort development for which we would be responsible;
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;
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;
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 relating to our tenants' exercise of purchase options or borrowers' exercise of prepayment options related to our education properties;
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;
Our reliance on a limited number of employees, the loss of which could harm operations;
Risks associated with security breaches and other disruptions;

i


Changes in accounting standards that may adversely affect our consolidated financial statements;
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 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, 2016 filed with the Securities and Exchange Commission ("SEC") on March 1, 2017.

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. Except as required by law, 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)
 
March 31, 2017
 
December 31, 2016
 
(unaudited)
 
 
Assets
 
 
 
Rental properties, net of accumulated depreciation of $661,029 and $635,535 at March 31, 2017 and December 31, 2016, respectively
$
3,673,130

 
$
3,595,762

Land held for development
22,530

 
22,530

Property under development
331,934

 
297,110

Mortgage notes and related accrued interest receivable
671,797

 
613,978

Investment in a direct financing lease, net
103,095

 
102,698

Investment in joint ventures
5,522

 
5,972

Cash and cash equivalents
14,446

 
19,335

Restricted cash
28,523

 
9,744

Accounts receivable, net
96,267

 
98,939

Other assets
99,538

 
98,954

Total assets
$
5,046,782

 
$
4,865,022

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
101,438

 
$
119,758

Common dividends payable
22,022

 
20,367

Preferred dividends payable
5,952

 
5,951

Unearned rents and interest
61,579

 
47,420

Debt
2,616,382

 
2,485,625

Total liabilities
2,807,373

 
2,679,121

Equity:
 
 
 
Common Shares, $.01 par value; 100,000,000 shares authorized; and 67,495,902 and 66,263,487 shares issued at March 31, 2017 and December 31, 2016, respectively
675

 
663

Preferred Shares, $.01 par value; 25,000,000 shares authorized:
 
 
 
5,399,050 Series C convertible shares issued at March 31, 2017 and December 31, 2016; liquidation preference of $134,976,250
54

 
54

3,450,000 Series E convertible shares issued at March 31, 2017 and December 31, 2016; liquidation preference of $86,250,000
35

 
35

5,000,000 Series F shares issued at March 31, 2017 and December 31, 2016; liquidation preference of $125,000,000
50

 
50

Additional paid-in-capital
2,755,108

 
2,677,046

Treasury shares at cost: 2,724,514 and 2,616,406 common shares at March 31, 2017 and December 31, 2016, respectively
(120,955
)
 
(113,172
)
Accumulated other comprehensive income
8,606

 
7,734

Distributions in excess of net income
(404,164
)
 
(386,509
)
Total equity
$
2,239,409

 
$
2,185,901

Total liabilities and equity
$
5,046,782

 
$
4,865,022

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 March 31,
 
2017
 
2016
Rental revenue
$
107,037

 
$
93,778

Tenant reimbursements
3,749

 
3,865

Other income
692

 
1,210

Mortgage and other financing income
17,634

 
19,915

Total revenue
129,112

 
118,768

Property operating expense
6,350

 
5,481

Other expense

 
5

General and administrative expense
11,057

 
9,218

Costs associated with loan refinancing or payoff
5

 
552

Interest expense, net
30,692

 
23,289

Transaction costs
57

 
444

Depreciation and amortization
28,077

 
25,955

Income before equity in income from joint ventures and other items
52,874

 
53,824

Equity in (loss) income from joint ventures
(8
)
 
212

Gain on sale of real estate
2,004

 

Income before income taxes
54,870

 
54,036

Income tax (expense) benefit
(954
)
 
144

Net income
53,916

 
54,180

Preferred dividend requirements
(5,952
)
 
(5,952
)
Net income available to common shareholders of EPR Properties
$
47,964

 
$
48,228

Per share data attributable to EPR Properties common shareholders:
 
 
 
Basic earnings per share data:
 
 
 
Net income available to common shareholders
$
0.75

 
$
0.77

Diluted earnings per share data:
 
 
 
Net income available to common shareholders
$
0.75

 
$
0.77

Shares used for computation (in thousands):
 
 
 
Basic
64,033

 
62,664

Diluted
64,102

 
62,744

See accompanying notes to consolidated financial statements.

2


EPR PROPERTIES
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
 
Three Months Ended March 31,
 
2017
 
2016
Net income
$
53,916

 
$
54,180

Other comprehensive income (loss):
 
 
 
Foreign currency translation adjustment
1,674

 
11,221

Change in net unrealized loss on derivatives
(802
)
 
(13,135
)
Comprehensive income
$
54,788

 
$
52,266

See accompanying notes to consolidated financial statements.

3





EPR PROPERTIES
Consolidated Statements of Changes in Equity
Three Months Ended March 31, 2017
(Unaudited)
(Dollars in thousands)
 
EPR Properties Shareholders’ Equity
 
 
 
Common Stock
 
Preferred Stock
 
Additional
paid-in capital
 
Treasury
shares
 
Accumulated
other
comprehensive
income (loss)
 
Distributions
in excess of
net income
 
Total
 
Shares
 
Par
 
Shares
 
Par
 
 
Balance at December 31, 2016
66,263,487

 
$
663

 
13,849,050

 
$
139

 
$
2,677,046

 
$
(113,172
)
 
$
7,734

 
$
(386,509
)
 
$
2,185,901

Issuance of nonvested shares, net
283,154

 
3

 

 

 
5,496

 

 

 

 
5,499

Purchase of common shares for vesting

 

 

 

 

 
(6,729
)
 

 

 
(6,729
)
Amortization of nonvested shares and restricted share units

 

 

 

 
3,264

 

 

 

 
3,264

Share option expense

 

 

 

 
194

 

 

 

 
194

Foreign currency translation adjustment

 

 

 

 

 

 
1,674

 

 
1,674

Change in unrealized gain (loss) on derivatives

 

 

 

 

 

 
(802
)
 

 
(802
)
Net income

 

 

 

 

 

 

 
53,916

 
53,916

Issuances of common shares
931,870

 
9

 

 

 
68,192

 

 

 

 
68,201

Stock option exercises, net
17,391

 

 

 

 
916

 
(1,054
)
 

 

 
(138
)
Dividends to common and preferred shareholders

 

 

 

 

 

 

 
(71,571
)
 
(71,571
)
Balance at March 31, 2017
67,495,902

 
$
675

 
13,849,050

 
$
139

 
$
2,755,108

 
$
(120,955
)
 
$
8,606

 
$
(404,164
)
 
$
2,239,409


See accompanying notes to consolidated financial statements.

4


EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
 
Three Months Ended March 31,
 
2017
 
2016
Operating activities:
 
 
 
Net income
$
53,916

 
$
54,180

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Gain on sale of real estate
(2,004
)
 

Deferred income tax expense (benefit)
634

 
(602
)
Costs associated with loan refinancing or payoff
5

 
552

Equity in loss (income) from joint ventures
8

 
(212
)
Distributions from joint ventures
442

 
511

Depreciation and amortization
28,077

 
25,955

Amortization of deferred financing costs
1,456

 
1,172

Amortization of above market leases, net and tenant improvements
45

 
48

Share-based compensation expense to management and Trustees
3,458

 
2,765

Increase in restricted cash
(1,786
)
 
(2,221
)
Increase in mortgage notes accrued interest receivable
1,098

 
514

Decrease (increase) in accounts receivable, net
2,720

 
(2,968
)
Increase in direct financing lease receivable
(397
)
 
(840
)
Increase in other assets
(3,147
)
 
(2,907
)
Decrease in accounts payable and accrued liabilities
(12,492
)
 
(6,878
)
Increase in unearned rents and interest
2,738

 
8

Net cash provided by operating activities
74,771

 
69,077

Investing activities:
 
 
 
Acquisition of and investments in rental properties and other assets
(60,764
)
 
(36,907
)
Proceeds from sale of real estate
18,105

 
1,920

Investment in mortgage notes receivable
(67,057
)
 
(53,659
)
Proceeds from mortgage note receivable paydown
8,140

 
19,496

Investment in promissory notes receivable
(554
)
 

Proceeds from promissory note receivable paydown
1,599

 

Additions to properties under development
(100,184
)
 
(61,765
)
Net cash used by investing activities
(200,715
)
 
(130,915
)
Financing activities:
 
 
 
Proceeds from debt facilities and senior unsecured notes
175,000

 
162,000

Principal payments on debt
(45,331
)
 
(148,586
)
Deferred financing fees paid
(33
)
 
(36
)
Costs associated with loan refinancing or payoff (cash portion)
(1
)
 
(472
)
Net proceeds from issuance of common shares
68,141

 
125,199

Impact of stock option exercises, net
(138
)
 
(635
)
Purchase of common shares for treasury for vesting
(6,729
)
 
(4,208
)
Dividends paid to shareholders
(69,856
)
 
(64,823
)
Net cash provided by financing activities
121,053

 
68,439

Effect of exchange rate changes on cash
2

 
96

Net (decrease) increase in cash and cash equivalents
(4,889
)
 
6,697

Cash and cash equivalents at beginning of the period
19,335

 
4,283

Cash and cash equivalents at end of the period
$
14,446

 
$
10,980

Supplemental information continued on next page.
 
 
 

5


EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
Continued from previous page.
 
Three Months Ended March 31,
 
2017
 
2016
Supplemental schedule of non-cash activity:
 
 
 
Transfer of property under development to rental properties
$
63,672

 
$
173,877

Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses
$
21,698

 
$
18,505

Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for interest
$
41,030

 
$
34,257

Cash paid during the period for income taxes
$
317

 
$
418

Interest cost capitalized
$
2,791

 
$
2,291

Decrease in accrued capital expenditures
$
(5,506
)
 
$
(7,320
)
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 and Recently Issued Accounting Standards

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 three month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

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 in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC).

The consolidated balance sheet as of December 31, 2016 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, 2016 filed with the Securities and Exchange Commission (SEC) on March 1, 2017.

Operating Segments
For financial reporting purposes, the Company groups its investments into four reportable operating segments: Entertainment, Education, Recreation and Other. See Note 14 for financial information related to these operating segments.

Rental Properties
Rental properties are carried at cost less accumulated depreciation. Costs incurred for the acquisition and development of the properties are capitalized. 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

7


generally classified as held for sale once management has initiated an active program to market them for sale and it is probable the assets will be sold 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.

Accounting for Acquisitions
Upon acquisition of real estate properties, the Company evaluates the acquisition to determine if it will be accounted for as business combination or an asset acquisition. In January 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether acquisitions should be accounted for as business combinations or asset acquisitions. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early application of the guidance permitted. The Company has elected to early adopt ASU No. 2017-01 as of January 1, 2017. As a result the Company expects that fewer of its real estate acquisitions will be accounted for as business combinations.

Costs incurred for asset acquisitions and development properties, including transaction costs, are capitalized. For asset acquisitions, the Company allocates the purchase price and other related costs incurred to the real estate assets acquired based on recent independent appraisals or methods similar to those used by independent appraisers and management judgment. Acquisition-related costs in connection with business combinations are expensed as incurred. Costs related to such transactions, as well as costs associated with terminated transactions, are included in the accompanying consolidated statements of income as transaction costs.

Deferred Financing Costs
Deferred financing costs are amortized over the terms of the related debt obligations or mortgage note receivable as applicable. Deferred financing costs of $28.2 million and $29.3 million as of March 31, 2017 and December 31, 2016, respectively, are shown as a reduction of debt. The deferred financing costs related to the unsecured revolving credit facility are included in other assets.

Allowance for Doubtful Accounts
Accounts receivable is reduced by an allowance for amounts where collection is not probable. The Company’s accounts receivable balance is comprised primarily of rents and operating cost recoveries due from tenants as well as accrued rental rate increases to be received over the life of the existing leases. The Company regularly evaluates the adequacy of its allowance for doubtful accounts. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of the Company’s tenants, historical trends of the tenant and/or other debtor, current economic conditions and changes in customer payment terms. Additionally, with respect to tenants in bankruptcy, the Company estimates the expected recovery through bankruptcy claims and increases the allowance for amounts deemed uncollectible. 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 $0.8 million and $0.6 million for the three months ended March 31, 2017 and 2016, respectively. For the three months ended March 31, 2016, mortgage and other financing income included a $3.6 million prepayment fee related to a mortgage note that was paid fully in advance of its maturity date.

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

8


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 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.

Concentrations of Risk
On December 21, 2016, American Multi-Cinema, Inc. (AMC) announced that it closed its acquisition of Carmike Cinemas Inc. (Carmike). Including the effects of this acquisition, AMC was the lessee of a substantial portion (35%) of the megaplex theatre rental properties held by the Company at March 31, 2017. For the three months ended March 31, 2017, approximately $29.2 million or 22.7% of the Company's total revenues were derived from rental payments by AMC. For the three months ended March 31, 2016, approximately $21.8 million or 18.3% of the Company's total revenues were derived from rental payments by AMC and approximately $4.9 million or 4.1% of the Company's total revenues were derived from rental payments by Carmike. These rental payments are 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.

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 and share-based compensation to non-employee Trustees of the Company is granted pursuant to the Company's Trustee compensation program. Prior to May 12, 2016, share-based compensation granted to employees and non-employee Trustees were issued under the 2007 Equity Incentive Plan. The 2016 Equity Incentive Plan was approved by shareholders at the May 11, 2016 annual shareholder meeting and this plan replaced the 2007 Equity Incentive Plan. Accordingly, all share-based compensation granted on or after May 12, 2016 has been issued under the 2016 Equity Incentive Plan.

Share-based compensation expense consists of share option expense and amortization of nonvested share grants issued to employees, 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 $3.5 million and $2.8 million for the three months ended March 31, 2017 and 2016, respectively.

9



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 $194 thousand and $237 thousand for the three months ended March 31, 2017 and 2016, respectively.

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 $3.0 million and $2.3 million for the three months ended March 31, 2017 and 2016, respectively.

Restricted Share Units Issued to Non-Employee Trustees
The Company issues restricted share units to non-employee Trustees for payment of their annual retainers under the Company's Trustee compensation program. 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 $280 thousand and $260 thousand for the three months ended March 31, 2017 and 2016, 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 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.

Impact of Recently Issued Accounting Standards
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. 

10


In April 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard which was approved in July 2015.  The new standard will become effective for the Company beginning with the first quarter 2018. The ASU does not apply to revenue recognition for lease contracts.  A majority of the Company’s tenant-related revenue is recognized pursuant to lease contracts.  This standard will apply to reimbursed tenant costs and revenues generated from the Company providing certain services at its multi-tenant properties after ASU No. 2016-02, Leases, is adopted.  Additionally, it may apply to certain other transactions such as the sale of real estate. The standard permits the use of either the full retrospective method or the modified retrospective method.  The Company anticipates it will use the modified retrospective method for transition, in which case the cumulative effect of applying the standard, if any, would be recognized at the date of initial application.    The Company is beginning the process for implementing this guidance, including performing a preliminary review of all revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition. The Company is continuing to evaluate the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which amends existing accounting standards for lease accounting and is intended to improve financial reporting related to lease transactions. The ASU will require lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Lessor accounting will remain largely unchanged from current U.S. GAAP. However, ASU No. 2016-02 is expected to impact the Company’s consolidated financial statements as the Company has certain operating land leases and other arrangements for which it is the lessee. The ASU will become effective for the Company for interim and annual reporting periods in fiscal years beginning after December 15, 2018. The Company expects to adopt the new standard on its effective date. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures. The Company does not expect a significant change in its leasing activity between now and adoption. The Company believes substantially all of its leases will continue to be classified as operating leases under the new standard. Subsequent to the adoption of the new standard, common area maintenance provided in lease contracts will be accounted for as a non-lease component within the scope of the new revenue standard. As a result, the Company will be required to recognize revenues associated with leases separately from revenues associated with common area maintenance. The Company is continuing to evaluate whether the variable payment provisions in the new lease standard or the allocation and recognition provisions of the new revenue standard will affect the timing of recognition of lease and non-lease revenue.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends ASC Topic 326, Financial Instruments - Credit Losses. The standard changes the methodology for measuring credit losses on financial instruments and timing of when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends ASC Topic 230, Statement of Cash Flows. The standard clarifies the treatment of several cash flow issues with the objective of reducing diversity in practice. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the ASU to assess the potential impact on its consolidated financial statements and related disclosures but does not anticipate that this ASU will have a material impact.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows, which amends ASC Topic 230, Statement of Cash Flows. The standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the ASU to assess the potential impact on its consolidated financial statements and related disclosures but does not anticipate that this ASU will have a material impact.


11


In February 2017, the FASB issued ASU No. 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, which amends ASC Topic 610-20. This standard clarifies the scope of asset derecognition and adds further guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. ASU No. 2017-05 is effective for fiscal years beginning after December 15, 2017. The Company is currently reviewing the ASU to assess the potential impact on its consolidated financial statements and related disclosures but does not anticipate that this ASU will have a material impact.

3. Rental Properties

The following table summarizes the carrying amounts of rental properties as of March 31, 2017 and December 31, 2016 (in thousands):
 
March 31, 2017
 
December 31, 2016
Buildings and improvements
$
3,363,699

 
$
3,272,865

Furniture, fixtures & equipment
43,331

 
40,684

Land
927,129

 
917,748

 
4,334,159

 
4,231,297

Accumulated depreciation
(661,029
)
 
(635,535
)
Total
$
3,673,130

 
$
3,595,762

Depreciation expense on rental properties was $27.3 million and $25.0 million for the three months ended March 31, 2017 and 2016, respectively.

4. Investments and Dispositions

The Company's investment spending during the three months ended March 31, 2017 totaled $227.2 million, and included investments in each of its four operating segments.

Entertainment investment spending during the three months ended March 31, 2017 totaled $30.1 million, including spending on build-to-suit development and redevelopment of megaplex theatres, entertainment retail centers and family entertainment centers.

Education investment spending during the three months ended March 31, 2017 totaled $105.9 million, including spending on build-to-suit development and redevelopment of public charter schools, early education centers and private schools, as well as $7.3 million in acquisitions of four early education centers and an investment of $42.9 million in mortgage notes secured by eight early education centers and private schools.

Recreation investment spending during the three months ended March 31, 2017 totaled $90.5 million, including spending on build-to-suit development of golf entertainment complexes and attractions, redevelopment of ski areas and $34.2 million in acquisitions of three other recreation facilities. Additionally, included in recreation investment spending was an investment of $10.5 million in a mortgage note secured by one other recreation facility.

Other investment spending during the three months ended March 31, 2017 totaled $0.7 million, and was related to the Adelaar casino and resort project in Sullivan County, New York.

During the three months ended March 31, 2017, pursuant to tenant purchase options, the Company completed the sale of two public charter schools located in Colorado and Arizona for net proceeds totaling $16.9 million. In connection with these sales, the Company recognized a gain on sale of $2.1 million. In addition, during the three months ended March 31, 2017, the Company completed the sale of a retail space located in Texas for net proceeds of $1.2 million. In connection with this sale, the Company recognized a loss on sale of $74 thousand.

On March 30, 2017, the Company received a partial prepayment of $4.0 million on one mortgage note receivable that is secured by the observation deck of the John Hancock building in Chicago, Illinois. In connection with the partial

12


prepayment of this note, the Company received a prepayment fee of $800.0 thousand, which will be recognized over the term of the remaining note using the effective interest method.

5. Accounts Receivable, Net
The following table summarizes the carrying amounts of accounts receivable, net as of March 31, 2017 and December 31, 2016 (in thousands):
 
March 31,
2017
 
December 31,
2016
Receivable from tenants
$
9,076

 
$
7,564

Receivable from non-tenants
906

 
497

Receivable from insurance proceeds
507

 
1,967

Receivable from Sullivan County Infrastructure Revenue Bonds
16,021

 
22,164

Straight-line rent receivable
71,064

 
67,618

Allowance for doubtful accounts
(1,307
)
 
(871
)
Total
$
96,267

 
$
98,939


6. Investment in a Direct Financing Lease

The Company’s investment in a direct financing lease relates to the Company’s master lease of 12 public charter school properties as of March 31, 2017 and December 31, 2016, with affiliates of Imagine Schools, Inc. 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 March 31, 2017 and December 31, 2016 (in thousands):
 
 
March 31, 2017
 
December 31, 2016
Total minimum lease payments receivable
$
213,065

 
$
215,753

Estimated unguaranteed residual value of leased assets
85,247

 
85,247

Less deferred income (1)
(195,217
)
 
(198,302
)
Investment in a direct financing lease, net
$
103,095

 
$
102,698

 
 
 
 
(1) Deferred income is net of $1.3 million of initial direct costs at March 31, 2017 and December 31, 2016.

Additionally, the Company determined that no allowance for losses was necessary at March 31, 2017 and December 31, 2016.

The Company’s direct financing lease has expiration dates ranging from approximately 15 to 18 years. Future minimum rentals receivable on this direct financing lease at March 31, 2017 are as follows (in thousands): 
 
Amount
Year:
 
2017
$
8,168

2018
11,182

2019
11,518

2020
11,863

2021
12,219

Thereafter
158,115

Total
$
213,065


7. Debt and Capital Markets


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During the three months ended March 31, 2017, the Company prepaid in full two mortgage notes payable totaling $17.9 million that were secured by two theatre properties.

During the three months ended March 31, 2017, the Company issued an aggregate of 928,219 common shares under the direct share purchase component of its Dividend Reinvestment and Direct Share Purchase Plan (DSPP) for total net proceeds of $67.9 million. These proceeds were used to pay down a portion of the Company's unsecured revolving credit facility.

Subsequent to March 31, 2017, the Company prepaid in full four mortgage notes payable totaling $30.2 million that were secured by four theatre properties. In addition, the Company prepaid in full a mortgage note payable of $87.0 million that was secured by 11 theatre properties. In connection with this note payoff, the Company expects to record a gain on early extinguishment of debt of $1.0 million for the three months ended June 30, 2017. The gain represents the difference between the fair value of the note and the amount due at payoff as the note was recorded at fair value upon acquisition and was not anticipated to be paid off in advance of maturity.

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 March 31, 2017, the Company had invested approximately $11.2 million in one real estate project which is a VIE. This entity does not have any other significant assets or liabilities at March 31, 2017 and was established to facilitate the development of a theatre project.

Unconsolidated VIE
At March 31, 2017, the Company's recorded investment in two unconsolidated VIEs totaled $174.9 million. The Company's maximum exposure to loss associated with these VIEs is limited to the Company's outstanding mortgage notes and related accrued interest receivable of $174.9 million. These mortgage notes are secured by three recreation properties and one public charter school. While these entities are VIEs, the Company has determined that the power to direct the activities of these VIEs that most significantly impact the VIEs' 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 $0.9 million and $2.5 million recorded in “Accounts payable and accrued liabilities” and derivative assets of $33.6 million and $35.9 million recorded in “Other assets” in the consolidated balance sheet at March 31, 2017 and December 31, 2016, respectively. The Company had not posted or received collateral with its derivative counterparties as of March 31, 2017 or December 31, 2016. See Note 10 for disclosures relating to the fair value of the derivative instruments as of March 31, 2017 and December 31, 2016.


14


Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions including the effect of changes in foreign currency exchange rates and interest rates on its LIBOR based borrowings. The Company manages 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 these objectives, the Company currently uses interest rate swaps as its interest rate risk management strategy. Interest rate swaps designated as cash 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.
 
As of March 31, 2017, the Company had three interest rate swap agreements to fix the interest rate on $240.0 million of the unsecured term loan facility at 3.78% from January 5, 2016 to July 5, 2017.  Additionally, as of March 31, 2017, the Company had 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 three months ended March 31, 2017 and 2016, 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 three months ended March 31, 2017 and 2016.

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 March 31, 2017, the Company estimates that during the twelve months ending March 31, 2018, $1.4 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, USD, on its four Canadian properties. The Company uses cross currency swaps and foreign currency forwards to mitigate its exposure to fluctuations in the USD-CAD 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 March 31, 2017, the Company had a USD-CAD cross-currency swaps with a fixed original notional value of $100.0 million CAD and $98.1 million USD. The net effect of these swaps is to lock in an exchange rate of $1.05 CAD per USD 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 three months ended March 31, 2017 and 2016. As of March 31, 2017, the Company estimates that during the twelve months ending March 31, 2018, $2.7 million of gains will be reclassified from AOCI to other income.


15


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 USD-CAD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. In order to hedge the net investment in four of the Canadian properties, on June 13, 2013, the Company entered into a forward contract with a fixed notional value of $100.0 million CAD and $94.3 million USD with a July 2018 settlement. The exchange rate of this forward contract is approximately $1.06 CAD per USD. 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 USD with a July 2018 settlement date. The exchange rate of this forward contract is approximately $1.13 CAD per USD. 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 three months ended March 31, 2017 and 2016. 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 months ended March 31, 2017 and 2016.
 
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Income for the Three Months Ended March 31, 2017 and 2016
(Dollars in thousands)
 
Three Months Ended March 31,
Description
2017
 
2016
Interest Rate Swaps
 
 
 
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
$
504

 
$
(4,857
)
Amount of Expense Reclassified from AOCI into Earnings (Effective Portion) (1)
(1,071
)
 
(1,314
)
Cross Currency Swaps
 
 
 
Amount of Loss Recognized in AOCI on Derivative (Effective Portion)
(166
)
 
(1,350
)
Amount of Income Reclassified from AOCI into Earnings (Effective Portion) (2)
662

 
719

Currency Forward Agreements
 
 
 
Amount of Loss Recognized in AOCI on Derivative (Effective Portion)
(1,549
)
 
(7,523
)
Amount of Income Reclassified from AOCI into Earnings (Effective Portion)

 

Total
 
 
 
Amount of Loss Recognized in AOCI on Derivative (Effective Portion)
$
(1,211
)
 
$
(13,730
)
Amount of Expense Reclassified from AOCI into Earnings (Effective Portion)
(409
)
 
(595
)
(1)
Included in "Interest expense, net" in the accompanying consolidated statements of income for the three months ended March 31, 2017 and 2016.
(2)
Included in "Other income" in the accompanying consolidated statements of income for the three months ended March 31, 2017 and 2016.

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

16


indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its interest rate derivative obligations.

As of March 31, 2017, the fair value of the Company’s derivatives in a liability position related to these agreements was $0.9 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, after considering the right of offset, of $0.2 million.

10. Fair Value Disclosures

The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurement 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 Measurement 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 March 31, 2017, 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.


17


The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at
March 31, 2017 and December 31, 2016
(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
March 31, 2017
 
 
 
 
 
 
 
Cross-Currency Swaps*
$

 
$
3,329

 
$

 
$
3,329

Currency Forward Agreements*
$

 
$
30,234

 
$

 
$
30,234

Interest Rate Swap Agreements**
$

 
$
(907
)
 
$

 
$
(907
)
December 31, 2016:
 
 
 
 
 
 
 
Cross-Currency Swaps*
$

 
$
4,158

 
$

 
$
4,158

Currency Forward Agreements*
$

 
$
31,782

 
$

 
$
31,782

Interest Rate Swap Agreements**
$

 
$
(2,482
)
 
$

 
$
(2,482
)
*Included in "Other assets" in the accompanying consolidated balance sheets.
**Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.

Non-recurring fair value measurements
There were no assets or liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2017 and 2016.

Fair Value of Financial Instruments
The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at March 31, 2017 and December 31, 2016:

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 March 31, 2017, the Company had a carrying value of $671.8 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 8.66%. The fixed rate mortgage notes bear interest at rates of 7.00% to 11.31%. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of 7.00% to 12.00%, management estimates the fair value of the fixed rate mortgage notes receivable to be approximately $711.7 million with an estimated weighted average market rate of 8.42% at March 31, 2017.

At December 31, 2016, the Company had a carrying value of $614.0 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 8.77%. The fixed rate mortgage notes bear interest at rates of 7.00% to 11.31%. Discounting the future cash flows for fixed rate mortgage notes receivable using rates of 7.00% to 12.00%, management estimates the fair value of the fixed rate mortgage notes receivable to be $648.5 million with an estimated weighted average market rate of 8.48% at December 31, 2016.

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 March 31, 2017 and December 31, 2016, the Company had an investment in a direct financing lease with a carrying value of $103.1 million and $102.7 million, respectively, and a weighted average effective interest rate of 12.00% for both periods. At March 31, 2017 and December 31, 2016, the investment in a direct financing lease bears interest at effective interest rates of 11.79% to 12.38%. The carrying value of the investment in a direct financing lease approximated the fair market value at March 31, 2017 and December 31, 2016.


18


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

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 March 31, 2017, the Company had a carrying value of $525.0 million in variable rate debt outstanding with a weighted average interest rate of approximately 2.91%. The carrying value of the variable rate debt outstanding approximated the fair market value at March 31, 2017.

At December 31, 2016, the Company had a carrying value of $375.0 million in variable rate debt outstanding with a weighted average interest rate of approximately 3.23%. The carrying value of the variable rate debt outstanding approximated the fair market value at December 31, 2016.

At March 31, 2017 and December 31, 2016, $300.0 million 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 March 31, 2017, the Company had a carrying value of $2.12 billion in fixed rate long-term debt outstanding with a weighted average interest rate of approximately 5.26%. Discounting the future cash flows for fixed rate debt using March 31, 2017 market rates of 3.06% to 4.67%, management estimates the fair value of the fixed rate debt to be approximately $2.20 billion with an estimated weighted average market rate of 4.12% at March 31, 2017.

At December 31, 2016, the Company had a carrying value of $2.14 billion in fixed rate long-term debt outstanding with an average weighted interest rate of approximately 5.27%. Discounting the future cash flows for fixed rate debt using December 31, 2016 market rates of 2.97% to 4.75%, management estimates the fair value of the fixed rate debt to be approximately $2.21 billion with an estimated weighted average market rate of 4.26% at December 31, 2016.

11. Earnings Per Share

The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three months ended March 31, 2017 and 2016 (amounts in thousands except per share information):
 
Three Months Ended March 31, 2017
 
Income
(numerator)
 
Shares
(denominator)
 
Per Share
Amount
Basic EPS:
 
 
 
 
 
Income from continuing operations
$
53,916

 
 
 
 
Less: preferred dividend requirements
(5,952
)
 
 
 
 
Net income available to common shareholders
$
47,964

 
64,033

 
$
0.75

Diluted EPS:
 
 
 
 
 
Net income available to common shareholders
$
47,964

 
64,033

 
 
Effect of dilutive securities:
 
 
 
 
 
Share options

 
69

 
 
Net income available to common shareholders
$
47,964

 
64,102

 
$
0.75



19


 
Three Months Ended March 31, 2016
 
Income
(numerator)
 
Shares
(denominator)
 
Per Share
Amount
Basic EPS:
 
 
 
 
 
Income from continuing operations
$
54,180

 
 
 
 
Less: preferred dividend requirements
(5,952
)
 
 
 
 
Net income available to common shareholders
$
48,228

 
62,664

 
$
0.77

Diluted EPS:
 
 
 
 
 
Net income available to common shareholders
$
48,228

 
62,664

 
 
Effect of dilutive securities:
 
 
 
 
 
Share options

 
80

 
 
Net income available to common shareholders
$
48,228

 
62,744

 
$
0.77


The additional 2.1 million and 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 months ended March 31, 2017 and 2016, respectively 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 months ended March 31, 2017 and 2016. However, options to purchase 4 thousand and 140 thousand shares of common shares at per share prices ranging from $61.79 to $76.63 and ranging from $51.64 to $65.50 for the were outstanding for the three months ended March 31, 2017 and 2016, respectively, but were not included in the computation of diluted earnings per share because they were anti-dilutive.

12. Equity Incentive Plan

All grants of common shares and options to purchase common shares were issued under the Company's 2007 Equity Incentive Plan prior to May 12, 2016 and under the 2016 Equity Incentive Plan on and after May 12, 2016. Under the 2016 Equity Incentive Plan, an aggregate of 1,950,000 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 March 31, 2017, there were 1,664,631 shares available for grant under the 2016 Equity Incentive Plan.

Share Options

Share options granted under the 2007 Equity Incentive Plan and the 2016 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
options
 
Option price
per share
 
Weighted avg.
exercise price
Outstanding at December 31, 2016
285,986

 
$
19.02

 

 
$
61.79

 
$
51.93

Exercised
(17,391
)
 
46.86

 

 
61.79

 
52.71

Granted
2,215

 
76.63

 

 
76.63

 
76.63

Forfeited/Expired
(939
)
 
60.03

 

 
60.03

 
60.03

Outstanding at March 31, 2017
269,871

 
$
19.02

 

 
$
76.63

 
$
52.06

The weighted average fair value of options granted was $7.91 during the three months ended March 31, 2017. There were no options granted during the three months ended March 31, 2016. The intrinsic value of stock options exercised was $0.4 million and $2.8 million for the three months ended March 31, 2017 and 2016, respectively. Additionally, the Company repurchased 14,380 shares into treasury shares in conjunction with the stock options exercised during the

20


three months ended March 31, 2017 with a total value of $1.1 million. At March 31, 2017, stock-option expense to be recognized in future periods was $0.8 million.

The expense related to share options included in the determination of net income for both the three months ended March 31, 2017 and 2016 was $0.2 million. The following assumptions were used in applying the Black-Scholes option pricing model at the grant dates for the three months ended March 31, 2017: risk-free interest rate of 2.1%, dividend yield of 5.4%, volatility factors in the expected market price of the Company’s common shares of 22.0%, 0.74% expected forfeiture rate and an expected life of approximately six years. 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.
The following table summarizes outstanding options at March 31, 2017:
Exercise price range
 
Options
outstanding
 
Weighted avg.
life remaining
 
Weighted avg.
exercise price
 
Aggregate intrinsic
value  (in thousands)
$ 19.02 - 19.99
 
11,097

 
2.1

 
 
 
 
20.00 - 29.99
 

 

 
 
 
 
30.00 - 39.99
 
1,428

 
2.8

 
 
 
 
40.00 - 49.99
 
87,289

 
4.8

 
 
 
 
50.00 - 59.99
 
80,917

 
6.4

 
 
 
 
60.00 - 69.99
 
86,925

 
7.4

 
 
 
 
70.00 - 76.63
 
2,215

 
9.9

 
 
 
 
 
 
269,871

 
6.1

 
$
52.06

 
$
5,828

The following table summarizes exercisable options at March 31, 2017:
Exercise price range
 
Options
outstanding
 
Weighted avg.
life  remaining
 
Weighted avg.
exercise price
 
Aggregate  intrinsic
value (in thousands)
$ 19.02 - 19.99
 
11,097

 
2.1

 
 
 
 
20.00 - 29.99
 

 

 
 
 
 
30.00 - 39.99
 
1,428

 
2.8

 
 
 
 
40.00 - 49.99
 
87,289

 
4.8

 
 
 
 
50.00 - 59.99
 
54,242

 
6.2

 
 
 
 
60.00 - 69.99
 
43,998

 
7.0

 
 
 
 
70.00 - 76.63
 

 

 
 
 
 
 
 
198,054

 
5.5

 
$
49.67

 
$
4,746


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, 2016
534,317

 
$
59.22

 
 
Granted
283,154

 
76.63

 
 
Vested
(208,822
)
 
57.43

 
 
Outstanding at March 31, 2017
608,649

 
$
67.94

 
1.70
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 $15.0 million and $9.2 million for the three months ended March 31, 2017 and 2016, respectively. At March 31, 2017, unamortized share-based compensation expense related to nonvested shares was $29.4 million.


21


Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
 
Number  of
shares
 
Weighted avg.
grant date
fair value
 
Weighted avg.
life remaining
Outstanding at December 31, 2016
15,805

 
$
70.93

 
 
Granted

 

 
 
Vested

 

 
 
Outstanding at March 31, 2017
15,805

 
$
70.93

 
0.11

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 March 31, 2017, unamortized share-based compensation expense related to restricted share units was $93 thousand.

13. Other Commitments and Contingencies

As of March 31, 2017, the Company had an aggregate of approximately $262.1 million of commitments to fund development projects including 15 entertainment development projects for which it had commitments to fund approximately $72.5 million, 21 education development projects for which it had commitments to fund approximately $113.1 million, and six recreation development projects for which it had commitments to fund approximately $76.5 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.

Additionally as of March 31, 2017, the Company had a commitment to fund approximately $155.0 million over the next three years, of which $2.9 million had been funded, to complete an indoor waterpark hotel and adventure park at the Adelaar casino and resort project in Sullivan County, New York. The Company is also responsible for the construction of the casino and resort project common infrastructure. In June 2016, the Sullivan County Infrastructure Local Development Corporation issued $110.0 million of Series 2016 Revenue Bonds which is expected to fund a substantial portion of such construction costs. The Company received an initial reimbursement of $43.4 million of construction costs during the year ended December 31, 2016 and an additional reimbursement of $11.7 million during the three months ended March 31, 2017. The Company expects to receive an additional $33.2 million of reimbursements over the balance of the construction period. Construction of infrastructure improvements is currently expected to be completed in 2018.

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 March 31, 2017, the Company had five mortgage notes receivable with commitments totaling approximately $11.2 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 $24.9 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 $10.5 million as a deferred asset included in other assets and $10.5 million included in other liabilities in the accompanying consolidated balance sheet as of March 31, 2017 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.


22


In connection with construction of its development projects and related infrastructure, certain public agencies require posting of surety bonds to guarantee that the Company's obligations are satisfied. These bonds expire upon the completion of the improvements or infrastructure. As of March 31, 2017, the Company had six surety bonds outstanding totaling $24.3 million.

As of March 31, 2017, the Company had two letters of credit totaling $5.0 million in connection with a performance guarantee to complete certain site improvements at two theatres. The letters of credit expire on June 1, 2018.

Prior proposed casino and resort developers Concord Associates, L.P., Concord Resort, LLC and Concord Kiamesha LLC, which are affiliates of Louis Cappelli and from whom the Company acquired the Adelaar resort property (the Cappelli Group), commenced litigation against the Company beginning in 2011 regarding matters relating to the acquisition of that property and the Company's relationship with the Empire Resorts, Inc. and certain of its subsidiaries. This litigation involves three separate cases filed in state and federal court. Two of the cases, a state and the federal case, are closed and resulted in no liability by the Company.

The remaining case was filed on October 20, 2011 by the Cappelli Group against the Company and two of its affiliates in the Supreme Court of the State of New York, County of Westchester (the Westchester Action), asserting a claim for breach of contract and the implied covenant of good faith, and seeking damages of at least $800 million, based on allegations that the Company had breached an agreement (the Casino Development Agreement), dated June 18, 2010. The Company moved to dismiss the complaint in the Westchester Action based on a decision issued by the Sullivan County Supreme Court (one of the two closed cases referenced above) on June 30, 2014, as affirmed by the Appellate Division, Third Department (the Sullivan Action). On January 26, 2016, the Westchester County Supreme Court denied the Company's motion to dismiss but ordered the Cappelli Group to amend its pleading and remove all claims and allegations previously determined by the Sullivan Action. On February 18, 2016, the Cappelli Group filed an amended complaint asserting a single cause of action for breach of the covenant of good faith and fair dealing based upon allegations the Company had interfered with plaintiffs’ ability to obtain financing which complied with the Casino Development Agreement. On March 23, 2016, the Company filed a motion to dismiss the Cappelli Group’s revised amended complaint. On January 5, 2017, the Westchester County Supreme Court denied the Company’s second motion to dismiss. Discovery is ongoing.

The Company has not determined that losses related to the remaining Westchester Action are probable. In light of 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 the outcome of the claims and related litigation.

14. 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 March 31, 2017
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Total Assets
 
$
2,177,829

$
1,400,979

$
1,209,703

$
197,914

$
60,357

$
5,046,782

 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Total Assets
 
$
2,168,669

$
1,308,288

$
1,120,498

$
202,394

$
65,173

$
4,865,022


23



Operating Data:
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Rental revenue
 
$
65,091

$
22,357

$
17,299

$
2,290

$

$
107,037

Tenant reimbursements
 
3,749





3,749

Other income
 
6




686

692

Mortgage and other financing income
 
1,179

8,549

7,906



17,634

Total revenue
 
70,025

30,906

25,205

2,290

686

129,112

 
 
 
 
 
 
 
 
Property operating expense
 
5,835


28

340

147

6,350

Total investment expenses
 
5,835


28

340

147

6,350

Net operating income - before unallocated items
 
64,190

30,906

25,177

1,950

539

122,762

 
 
 
 
 
 
 
 
Reconciliation to Consolidated Statements of Income:
 
 
 
 
General and administrative expense
 
 
 
 
(11,057
)
Costs associated with loan refinancing or payoff
 
 
 
(5
)
Interest expense, net
 
 
 
 
 
 
(30,692
)
Transaction costs
 
 
 
 
 
 
(57
)
Depreciation and amortization
 
 
 
(28,077
)
Equity in loss from joint ventures
 
 
 
 
(8
)
Gain on sale of real estate
 
 
 
2,004

Income tax expense
 
 
 
(954
)
Net income
 
 
 
53,916

Preferred dividend requirements
 
 
 
(5,952
)
Net income available to common shareholders of EPR Properties
$
47,964



24


 
 
Three Months Ended March 31, 2016
 
 
Entertainment
Education
Recreation
Other
Corporate/Unallocated
Consolidated
Rental revenue
 
$
60,138

$
17,180

$
14,696

$
1,764

$

$
93,778

Tenant reimbursements
 
3,863

2




3,865

Other income
 
4


489


717

1,210

Mortgage and other financing income
 
2,152

10,731

6,998

34


19,915

Total revenue
 
66,157

27,913

22,183

1,798

717

118,768

 
 
 
 
 
 
 
 
Property operating expense
 
5,252


8

83

138

5,481

Other expense
 



5


5

Total investment expenses
 
5,252


8

88

138

5,486

Net operating income - before unallocated items
 
60,905

27,913

22,175

1,710

579

113,282

 
 
 
 
 
 
 
 
Reconciliation to Consolidated Statements of Income:
 
 
 
 
General and administrative expense
 
 
 
 
(9,218
)
Costs associated with loan refinancing or payoff
 
 
 
(552
)
Interest expense, net
 
 
 
 
 
 
(23,289
)
Transaction costs
 
 
 
 
 
 
(444
)
Depreciation and amortization
 
 
 
 
(25,955
)
Equity in income from joint ventures
 
 
 
212

Income tax benefit
 
 
 
 
 
 
144

Net income
 
 
 
54,180

Preferred dividend requirements
 
 
(5,952
)
Net income available to common shareholders of EPR Properties
$
48,228












25


15. Condensed Consolidating Financial Statements

A portion of the Company's subsidiaries have guaranteed the Company’s indebtedness under the Company's unsecured credit facilities and existing senior unsecured notes. The guarantees are joint and several, full and unconditional and subject to customary release provisions. The following summarizes the Company’s condensed consolidating information as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 (in thousands):
Condensed Consolidating Balance Sheet
As of March 31, 2017
 
EPR Properties 
(Issuer)
 
Wholly  Owned
Subsidiary
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Rental properties, net
$

 
$
3,234,232

 
$
438,898

 
$

 
$
3,673,130

Land held for development

 
1,258

 
21,272

 

 
22,530

Property under development

 
287,647

 
44,287

 

 
331,934

Mortgage notes and related accrued interest receivable

 
669,203

 
2,594

 

 
671,797

Investment in a direct financing lease, net

 
103,095

 

 

 
103,095

Investment in joint ventures

 

 
5,522

 

 
5,522

Cash and cash equivalents
11,614

 
1,515

 
1,317

 

 
14,446

Restricted cash
440

 
27,484

 
599

 

 
28,523

Accounts receivable, net
1,111

 
86,130

 
9,026

 

 
96,267

Intercompany notes receivable

 
179,589

 

 
(179,589
)
 

Investments in subsidiaries
4,713,659

 

 

 
(4,713,659
)
 

Other assets
25,203

 
21,759

 
52,576

 

 
99,538

Total assets
$
4,752,027

 
$
4,611,912

 
$
576,091

 
$
(4,893,248
)
 
$
5,046,782

Liabilities and Equity
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
47,853

 
$
49,771

 
$
3,814

 
$

 
$
101,438

Dividends payable
27,974

 

 

 

 
27,974

Unearned rents and interest

 
60,780

 
799

 

 
61,579

Intercompany notes payable

 

 
179,589

 
(179,589
)
 

Debt
2,436,791

 

 
179,591

 

 
2,616,382

Total liabilities
2,512,618

 
110,551

 
363,793

 
(179,589
)
 
2,807,373

Total equity
2,239,409

 
4,501,361

 
212,298

 
(4,713,659
)
 
2,239,409

Total liabilities and equity
$
4,752,027

 
$
4,611,912

 
$
576,091

 
$
(4,893,248
)
 
$
5,046,782

 

26


Condensed Consolidating Balance Sheet
As of December 31, 2016
 
EPR
Properties 
(Issuer)
 
Wholly  Owned
Subsidiary
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Rental properties, net
$

 
$
3,164,622

 
$
431,140

 
$

 
$
3,595,762

Land held for development

 
1,258

 
21,272

 

 
22,530

Property under development
1,010

 
247,239

 
48,861

 

 
297,110

Mortgage notes and related accrued interest receivable

 
612,141

 
1,837

 

 
613,978

Investment in a direct financing lease, net

 
102,698

 

 

 
102,698

Investment in joint ventures

 

 
5,972

 

 
5,972

Cash and cash equivalents
16,586

 
1,157

 
1,592

 

 
19,335

Restricted cash
365

 
8,352

 
1,027

 

 
9,744

Accounts receivable, net
556

 
89,145

 
9,238

 

 
98,939

Intercompany notes receivable

 
179,589

 

 
(179,589
)
 

Investments in subsidiaries
4,521,095

 

 

 
(4,521,095
)
 

Other assets
21,768

 
23,068

 
54,118

 

 
98,954

Total assets
$
4,561,380

 
$
4,429,269

 
$
575,057

 
$
(4,700,684
)
 
$
4,865,022

Liabilities and Equity
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
63,431

 
$
52,061

 
$
4,266

 
$

 
$
119,758

Dividends payable
26,318

 

 

 

 
26,318

Unearned rents and interest

 
46,647

 
773

 

 
47,420

Intercompany notes payable

 

 
179,589

 
(179,589
)
 

Debt
2,285,730

 

 
199,895

 

 
2,485,625

Total liabilities
2,375,479

 
98,708

 
384,523

 
(179,589
)
 
2,679,121

Total equity
2,185,901

 
4,330,561

 
190,534

 
(4,521,095
)
 
2,185,901

Total liabilities and equity
$
4,561,380

 
$
4,429,269

 
$
575,057

 
$
(4,700,684
)
 
$
4,865,022

 



27


Condensed Consolidating Statement of Income
Three Months Ended March 31, 2017
 
EPR Properties 
(Issuer)
 
Wholly  Owned
Subsidiary
Guarantors
 
Non-
Guarantor
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
Rental revenue
$

 
$
93,531

 
$
13,506

 
$

 
$
107,037

Tenant reimbursements

 
1,241

 
2,508

 

 
3,749

Other income