Good day ladies and gentlemen and welcome to the Third Quarter 2013 EPR Properties earnings conference call. My name is Brianna and I will be your operator for today. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session. (Operator instructions). As a reminder, this conference is being recorded for replay purposes. I would now like to turn the conference over to your host for today, Mr. David Brain, President and CEO. Please proceed, sir.

Thank you very much, Brianna. Good afternoon to everybody on the line. Thanks for joining us. This is David Brain. I’ll kick things off with our regular preface which is as we begin, I’ll inform you that this conference call may include forward-looking statements defined in the Private Securities Litigation Reform Act of ‘95, identified by such words as will be, intend, continue, believe, may, hope, expect, anticipate or other comparable terms. Company’s actual financial conditions, results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of these factors that could cause actual results to differ materially from those forward-looking statements is contained in the company’s SEC filings, including the company’s report on Form 10-K for the year ending 12. 31.2012. Again thank you for joining us for this call for the third quarter of 2013. This is David Brain and with me to present the news of the quarter and take your questions are Greg Silvers, the Company’s Chief Operating Officer.

Good afternoon.

And Mark Peterson, our Chief Financial Officer.

Good afternoon.

Just a little reminder as usual that there are slides available via our website at eprkc.com and it might help to follow and elaborate on the comments. I’ll take it away with the headlines, the highlights for the third quarter of 2013 for EPR Properties. And they are first, quarter results ahead of expectations. Second, key tenant industries and portfolio properties performance remained strong. Third, significant portfolio growth achieved with accretive transactions across targeted investment areas. Fourth, further growth capacity enhanced with recent equity sales. Fifth, dormant Catskills New York land inventory has begun renewal as a contributing asset. Sixth, Standard & Poor’s issues long awaited outlook upgrade. And seventh and final, increased 2013 guidance and announced 2014 guidance reflects substantial portfolio and earnings growth. All right, we’ll dive into these. It’s good to join you this afternoon to report on this third quarter and year to date 2013 results. This quarter was one of accelerated progress along our articulated course for the year. Our first headline this afternoon captures that theme. It is quarter results ahead of expectations. Just as I indicated with my opening comment, last quarter our first headline this quarter reflects that things are going very well in all respects with EPR. We continued to make meaningful progress in our strategic growth and outperformed the expectations we laid out at the beginning of the year. Our second headline this afternoon, key tenant industries and portfolio properties performance remained strong, is very similar to one I’ve been reporting to you regularly over a number of quarters. Our portfolio performance continues to exhibit the fundamental strengths even in an uncertain or tepid economy. We have often spoken of and documented defying the skepticism of some casual observers of our target investment areas. 2013 box office and total theatre…

Thank you, David. In the third quarter 2013, we experienced continued strong performance in our portfolio, along with an acceleration of our capital deployment. Investment spending totaled approximately $130 million for the quarter and year to date spending was approximately $253 million at quarter end. Subsequent to quarter end, we guided a significant investment to our recreation portfolio and two theatres that were formerly in joint ventures. These transactions have moved our capital spend in excess of $340 million above the midpoint of our full year spending guidance. Accordingly, we are increasing our investment spending range for 2013 and I will provide additional detail on this increase later in my comments. Our spending during and subsequent to the end of the quarter, included investments in each of our primary asset segments. On today’s call I will spend a few minutes talking about the solid performance of each segment, as well as detailing our third quarter investments. First, broadly looking at the entire portfolio, our overall occupancy rates strengthened to 99% in the third quarter, up from 98.1% we reported at the end of the second quarter. In the entertainment segment, box office continued its robust summer performance and set an all-time record for the summer season, up 12% over last summer’s performance. With several high expectation titles remaining for the holiday season, the industry continues to forecast another record breaking revenue year. We continued to see expanded opportunities with enhanced community theatres and are adding new tenant relationships to our portfolio while maintaining our position as the largest landlord to the three biggest theatre chains AMC, Cinemark and Regal. For the quarter, investment spending in our entertainment segment was approximately $56 million related to the construction of eight build-to-suit theatres and the acquisition of three standing theatres. As I said,…

Thank you, Greg. I’d like to remind everyone on the call that our quarterly investor supplement can be downloaded from our website. Now turning to the first slide, I’m very pleased to report another solid quarter for EPR. FFO for the quarter increased to $47.6 million or $1 per share from $44.4 million or $0.94 per share in the prior year. Excluding charges for transaction and refinancing costs, FFOs as adjusted per share was $1.01 versus $0.96 in the prior year, an increase of approximately 6%. For the first nine months of the year, FFOs as adjusted per share increased approximately 7% to $2.93 from $2.74 in the prior year. Now let me walk through the rest of the quarter’s results and explain the key variances from the prior year. Our total revenue increased 8% compared to the prior year to 87.8 million. Within the revenue category, rental revenue increased by $2.4 million versus the prior year to $62.2 million and resulted primarily from new investments, partially offset by net decreases in rental revenue on certain existing properties. Percentages rents for the quarter included in rental revenue were approximately 1.3 million versus 500,000 in the prior year. The increase relates primarily to percentages rents of 900,000 earned on our Top Golf facilities. Note that we had previously planned to recognize percentage rents related to Top Golf in the fourth quarter of this year as in the prior year. Other income was $1.4 million for the quarter, up approximately $1.2 million from last year. This increase was primarily due to option payments totaling $1.2 million we had previously received from Empire Resorts in connection with our land in the Catskills. These payments became non-refundable during the third quarter and were recognized as income. Mortgage and other financing income was $19.6 million…

That’s a lot of detail on 2013 and we’ve heard a lot of insight with regard to the outlook for 2014. What we’ve not touched on is the dividend, but I’ll mention that before we go to questions. We do not have a specific 2014 dividend level to offer you at this time, but I can tell you we do expect to review our dividend and have an announcement in advance of our January monthly dividend that will be paid in February. The reason I mention this is because that’s a different timing from prior year as we have moved to a monthly dividend. So rather than late in the first quarter, it will be in January. Nothing currently has been approved by the board, but historically we have increased our dividend in concert with our increase in per share cash flow to maintain a low 80% payout ratio. With that said about the dividend, now we’ll open it up to questions. Brianna, are you there?

(Operator instructions). And your first question comes from the line of Craig Melman with KeyBanc Capital Markets. Craig Melman – KeyBanc Capital Markets: Mark, could we just go back to that comment about the payments from Empire? I wasn’t clear on something getting deferred. Are you guys going to get the 250 a quarter?

Yeah. So here’s the situation. We received $1.2 million prior to this quarter that became non-refundable in the quarter and is not creditable against future rent. It’s ours, period. So that was recognized as income. As we go forward, they’re going to pay us option payments in monthly installments and those payments are creditable against future rent. Although they’re non-refundable, accounting will not let us recognize those income until -- they want to associate those with the lease accounting. So while those payments will be received in our commitment via Empire and we’ll be receiving are non-refundable. Since they’re creditable we won’t recognize those until the lease commences and will be part of the lease accounting when that happens.

So Craig, it’s not in the budgeted numbers for FFO. FFO is adjusted as you heard, but it will be collections we will be making and eventually find its way because it’s non-refundable into earnings at some later date. We expect as we sign the lease either depending on the upcoming elections six months or when the further license is awarded more like 12 months. Craig Melman – KeyBanc Capital Markets: So in six or 12 months you’ll get another bigger thing, another income that you’ll recognize?

We’ll be collecting it over the time. We’ll just recognize it at that time.

Assume there’s a lease signed, we’ll start straight lining that rent and this will be cash payments against that future rental stream. It will be recognized as part of the lease stream. Craig Melman – KeyBanc Capital Markets: I guess you guys are going to have 750 for next quarter or it’s not going to show up?

We’re going to have 750 if we get those monthly payments. It will be in cash and deferred revenue, deferred income on our balance sheet and will be recognized as income in the future.

Yes. Craig Melman – KeyBanc Capital Markets: I got you. Why now? Is it after the litigation is done that you guys are going to non-refundable or was it just in the original agreement?

Craig, it’s Greg. I think really it was part in the original agreement, but part of it is we now have definitive plans with the vote and no timeline. Once we had a timeline, we said this is the appropriate time to be paid for that and to create a level and a sense of urgency to get it done.

Your next question comes from the line of Emmanuel Korchman with Citi. Emmanuel Korchman – Citigroup: If we look at the news in the Catskills, maybe we’ll ignore today’s vote since none of us have an info on that one. Which of the two possibilities is best for you guys, especially when the comment that you’d collect on the percentage rents? I’d assume that a full scale casino would be beneficial to EPR?

Manny, it’s Greg. I think it’s a double edged sword in the sense one is more expedient. One may be more economically lucrative. I think we don’t – I don’t think we want to -- we try to be agnostic with the New York State. We think we can proceed with either way. I think we’re happy with either vote as we want some finality to it. So I think rather than try to pick one side or the other, I think what we said and maintain is we’ve got a wining scenario under either way and we’re anxious to get that process moving. Emmanuel Korchman – Citigroup: And then if we think about the class Re license, there was an article in the Wall Street Journal a couple of days that did a pretty good job of laying out all the potential players in the region and made it clear that only a couple of them would win effectively. So does Empire have some type of lead versus other competitors up there or is it just you guys think that they’ll be in a better position to open should the resolution pass?

Again, I think if you look at some of the dictum that came out regarding the legislative intent, one of the major issues was speed to market. I don’t think there’s anybody -- we’ve got a plan that‘s already a master plan that’s already been approved. We have all the necessary infrastructure and approvals, whether there’ll be environmental impact or otherwise that will allow us to be a first to the market player. Again, if you look at how the legislation is drafted, it’s very much descriptive of the type of project that we have that we’re offering and we think that based upon our discussions with all the players involved that we are well positioned to be a leader in the pursuit of one of those licenses. Emmanuel Korchman – Citigroup: And then switching gears to Camelback for a second, Great Wolf is literally around the corner from the resort. Could both indoor waterpark type properties draw enough people to make them both profitable?

Absolutely. In fact they both operate similarly in the Dells. They’re both very efficient.

In a smaller market with even not only two like that, but several others they operate very productively for everybody.

Your next question comes from the line of Daniel Altscher with FBR. Daniel Altscher – FBR Capital Markets: It looked like a pretty good quarter. I wanted to ask on the acquired theatres. Can you give us a sense of maybe the deal terms there or maybe the expected economics for the ones you acquired in the third quarter and then also for the deal that sounds like it’s going to close in ’14 as well.

Sure. I’ll give you general terms. It’s Greg, Dan. I think what we’ve said consistently is these are low to mid nines in the actual terms. They’re generally 15 to 20 year terms and triple net based. I think the theatre portfolio that we are looking at has about a 14 year remaining term with a national operational and is consistent on the economics that I just discussed. Daniel Altscher – FBR Capital Markets: Switching to schools, looks like you made some progress in getting one of the schools that was dark back into action, but what needs to happen to get the remaining, at least those three properties that are left? What are the options there?

Sure. I think they would be more geared towards sellers or actually sublease on those properties. I think the swap opportunities I think we’ve fairly exhausted the ones that we’re interested in. so I think on a go forward basis we’ll be looking at introduce either a new operator via sublease or an outright sale of the property. Daniel Altscher – FBR Capital Markets: That’s a pretty interesting point in terms of not looking to swap any more. Is there -- am I reading that correct? I guess maybe the tenant doesn’t really have any additional properties that are interesting to you on a go-forward basis, that if there was another -- something happened with one of the other properties that there wouldn’t be swap opportunities in the future?

No, let’s be clear about – part of the issue is they have an existing credit line that’s secured by several of their properties that could be swap candidates, but that doesn’t necessarily create anything for us if they – that’s essentially them having to pay down their line or pay us to effectuate the swap. I’m saying there’s not many candidates remaining for swap. That’s not a qualitative issue. That’s mainly there’s less that they own free and clear without any other financing that are available for swap.

Your next question comes from the line of Anthony Paolone with JPMorgan. Anthony Paolone – JPMorgan Chase & Co.: Why do you think the deal pipeline has gotten bigger?

Part of the issue I think is the strength on the underlying. I think there’s -- especially the theatre industry we’ve had several years of outperformance, but I also think that there are more and more I think triple net competitors are moving, whether it’d be up the credit curve. We’re seeing less people looking in some of our spaces. We’re seeing more people from – we’re seeing a lot more competition from the non-traded guys. But I do think the underlying fundamentals of the tenants business are what’s the main driver of this.

Yeah. Fundamental I think Tony the business is good in our tenant industries and people have expansion plans. Financing some of the main street level, particularly for development projects is still very tough. Anthony Paolone – JPMorgan Chase & Co.: To reiterate that, when you talk about the underlying business fundamentals, is that suggesting that cap rates have been where they are and the cash at the properties a little better so they can extract a little more proceeds and just it makes more sense. Is that what you mean?

I think part of the issue also is -- I’ll talk first of all about theatres, Tony. It’s a dynamic of what’s going on with the enhanced community theatres and we’re actually changing the cash flows and the relative how those cash flows are shared. If you think traditionally that the model used to be that two thirds of the cash flow were from box office and that was going to be shared on a proportionate share with the studio. Now if that’s come back in the line to where 50% of the revenues are box office and 50% are food and beverage and the margin on the food and beverage is better than what you were with regard to sharing with the studio, it’s really changing a little bit of that. We have several of those high amenity theatres that are under construction right now. There’s a lot of recognition of not only is the underlying box office strong, but the consumer spend in the box is increasing.

Right. Our clients are just much more bullish now about the pro formas of their plans. So are we based on what we see as the results within our portfolio and they want to move ahead with some of these development programs. So when we talk about the explosive growth in the public charter school area, that continues just to be very strong with hundreds of units started per year. We’re only really tapping the outer edges of the potential of that market. Anthony Paolone – JPMorgan Chase & Co.: So then if I look at your investment volume expectation for 2014 of $500 million to 4550 million, did I hear right that you take 60% of that and that’s basically spent on existing or soon to be locked up projects? And then on top of that, you have the theatre portfolio. Is that right?

Yeah. That is correct [crosstalk] it would include that, but I think what we’re saying is 60% is things that are under contract and approved right now. 40% is identified but not yet closed. So a lot of what we’re saying is identified – all of it is identified. It’s just that in some portions of closing 60% of that is either already closed or expected to close by the end of the year or shortly thereafter. The remaining of that will be further in the year, but it’s not a go find. It’s been identified and its’ been approved. It’s just yet to effectuate the closing. Anthony Paolone – JPMorgan Chase & Co.: The theatre portfolio there was part of the 60%, not the 40%?

Part of the 60, yes. That’s correct. Anthony Paolone – JPMorgan Chase & Co.: And then just with regards to the percentage rents and participation on Top Golf in Schlitterbahn, how should we think about those on like a go forward basis like for instance with Top Golf? Is that something that we should expect annually if they keep up this level of activity in the third quarter each year? Just because it seems like you’re going to have more dynamic percentage rents than you used to which is the theatres going forward.

I’ll let Mark speak a little bit about this, but I think on Top Golf, yes. I think that’s a little more -- I think we could plan. As we add units, we could see that growing a little bit, but that will play itself out as we move forward with them. With regard to the Schlitterbahn, that’s a little more seasonally driven. For the last two years we’ve had very strong seasons and hit that number. But it is a shorter season. It is impacted with other – it has more volatility into it. I feel more strongly about the Top Golf being built into that and some level of Schlitterbahn being built in that. But I don’t know that we should just lock into that number for Schlitterbahn going forward.

Schlitterbahn the last three years I think it was 400 and roughly 800 and 870, this 877 this quarter. The last few years have been very strong years, but it does depend on the weather to some degree, whether we get that extra or not. As far as Top Golf, I agree with Greg that 900,000 based on the current performance we feel very good about and we’re doing more Top Golf facilities. We expect that number to grow as we head into 2014. Anthony Paolone – JPMorgan Chase & Co.: That’s it, but that 900,000 that’s not something we should put in every single quarter. It’s just the mid –

No. I’m sorry. Just the third quarter I think is – because sure it’s a –

It’s a trend measure. These are annual events which we measure and look at collection of –

There might be a small amount of Top Golf rents – percentage rents in the fourth quarter, but the lion’s share was this quarter for sure. Anthony Paolone – JPMorgan Chase & Co.: And then finally with regards to the Catskills, any update now that things seem to get a little further down the path in terms of what EPR would have to spend?

I think it’s actually been interesting. What we’ve said is that we would have some spend on infrastructure. However, we recently have been approved by the town of Sullivan for A bonds to support the infrastructure. So that number still remains influx because it may get significantly lowered by the fact that there’s industrial development bonds that may actually provide the capital for that. Part of that is continuing to work through that process. But I think we have mini levers that we can pull, but those I think we feel that if anything that number has actually been decreasing. Anthony Paolone – JPMorgan Chase & Co.: Would that mean in that any ground rent would just go to support the bonds?

No, totally different that the bonds would be supported by common area maintenance and other charges, not the ground rent. Anthony Paolone – JPMorgan Chase & Co.: And then that $3 million annualized number I guess that you may get for six months or a year so depending on how the how the bowel measure breaks, is that any representation of what the ground rent ought to be going forward or is that a placeholder?

That’s not a representation. That’s more placeholder and what we think is indicative of what we talked about, getting some urgency to it. But it’s not necessarily representative of what the final number will be.

Actually to tie up the best and most advanced site in terms of speed to market that there is.

Your next question comes from the line of Rich Moore with RBC Capital Markets. Rich Moore – RBC Capital Markets: I’ve got a question for you on -- I guess I’m trying to figure out what’s going on overall with the portfolio. So as an example, last quarter I think you had 114 theatres and this quarter you have 118 theatres. You bought three so one appeared. I’m guessing that came out of the build-to-suit portfolio, but then you have eight that you’re working on now. You had six before. So I’m trying to keep track I guess. Then I look at the charter schools I see the same thing. You had 41. Now you have 47 and you have more under construction than you had before. I’m curious (a) could you give us update on these different buckets, what’s being delivered. And then maybe is there any chance we could get a schedule of how you see these deliveries panning out I guess over the next couple of years?

Definitely be the best answer to that, Rich, it’s Greg. I think we must take a look at doing something like that, but you are correct. What you’re seeing is things that as they complete their construction cycle they spring in there. So when we say eight build-to-suit theatres, those are theatres that are under construction but are not yet complete. So, they are truly in our build-to-suit category and then we move them in and so our total number. But why don’t Mark and I take a look at what we can do to clarify that and put things into completed in the right number of build-to-suit and –

I think what you said is correct. When you look at that lease exploration schedule, that excludes construction in process. So it’s going to be those things coming into service, but we only talk real time about things that are in process. To your point, maybe a schedule that shows in process and expected delivery dates since they’re available.

We could do something like that. Rich Moore – RBC Capital Markets: So I guess the real – yeah, thank you. That’d be great. The real issue is are you getting any payments of any kind, I guess whether they’re mortgage payments or actual lease payments as you go. So I guess it wouldn’t be as big a deal to know exactly or do we get these only as they come online?

Generally while we’re constructing it’s capitalized interest. So you’re not getting the income in fact generally until it’s put in service and then we start seeing the -- Rich Moore – RBC Capital Markets: So it would be helpful I guess then to know exactly when these come online from a modeling standpoint. Thank you. Then so you added three Top Golfs. What do you think about Top Golf? It’s expanding quicker than I thought it might. Is there –

When I say we added – so I said we added three Top Golfs. It’s three Top Golfs that’s under construction. If you think about it we added two last year completed into the portfolio. So these are – again it’s suffering from the same issue that you mentioned before. Some of those are build-to-suit or all of those are build-to-suit projects. So they’re averaging maybe two to three a year that they’re bringing online. Rich Moore – RBC Capital Markets: So even though you have six underway, those six Greg will –

Some are more – as an example we’re going to open one in Dallas at the Colony in mid-November. That’s in that process because it’s not open. The others may have just started. So when we report six, they’re in different phases which would go to the point of your schedule which would give you a better idea if we put in expected delivery dates. Rich Moore – RBC Capital Markets: Then how about Toby Keith's by the way guys? What’s the status of that? How do you guys feel about that product at this point?

Currently probably not going to expand in that. We’re having some litigation with them and not necessarily thinking that that’s a way that we’ll grow with them. Interestingly enough though, what we’ve seen with the expansion of the enhanced community theatres, we’re not getting extra space back. We talked about this, Rich, two or three years ago when we thought that we might have 24 screen theatres that are becoming 14 screen theatres. What we’re seeing now is most of our theatre operators are wanting to keep the space and create dining options or higher amenity options. So we’re actually not having to find that many or we’re not seeing that many opportunities to take space back and re-let it. Rich Moore – RBC Capital Markets: That’s good news. I didn’t realize that. That’s great. Thank you for that. And then the last thing I had Mark, there’s a mortgage note that looks extremely short term for $11.8 million. I was curious what that is. It wasn’t here last year and it’s now due in December.

It was a secured debt that matured on one of our Atlantic joint ventures. It was an interim note for the [ultimate] purchase that Greg referred to in his comments we bought subsequent to the end of the quarter. So we financed the payoff of the loan knowing we were going to buy it. We closed on that subsequent to the end of the quarter.

Your next question comes from the line of Dan Donlan with Ladenburg Thalmann Daniel Donlan – Ladenburg Thalmann: It’s been a long day in the triple net world, but just had a question on the G&A. did you say it’s going to be $28 million in 2014?

I think I said $28 million to $29 million. Daniel Donlan – Ladenburg Thalmann: What’s driving that increase? Because it looks like it’s going to come in somewhere around $26 million or so in 2013 and that’s up from $23 million in ’12 and then $20 million in ’11. What’s driving the increase there?

The main thing driving the increase is really adding people and as we expand these businesses and we’re growing quickly. There’s a piece of it that’s stock grant amortization that takes a bit of time to get fully in the P&L if you think about it. If someone starts and they take a big chunk of their long term incentive and stock grant amortization it takes a while before you fully see the impact of that. But nonetheless our G&A we expect to be roughly a little over 7% next year. This year we’ll finish probably somewhere in that ballpark, a little higher. I think we’ll leverage that down a little bit next year. So I think it’s still competitive relative to our peers.

Dan, I would say we used to have G&A in the 5%, 5.5%, 5% to 6% range and it’s probably again up as Mark indicates to the 7%. But we really have added a lot of the additional scope of investments we’ve done. Some of these investment categories are still early innings in terms of still being in the hundreds of millions and not up into the scale that we think they’re capable of. I think that comes down over time as now we’ve expanded from just entertainment to entertainment, recreation, education. We really have emerging businesses that are not quite at scale as they’re capable of but will be up in that 7% range. But we think we can get that down over time. Daniel Donlan – Ladenburg Thalmann: Yes, that was my question more or less. And then just lastly on the Top Golf success you guys are having. Are you starting to see other concepts come to you guys given the success there? Do you have anything that you might be able to announce sometime next year or what's going on? Just kind of curious.

Dan, interestingly enough we have concepts like that come to us the life of our existence. So being in the entertainment and recreation space, we get those – we have nothing to announce, nothing but we do get a lot of feedback from people. And we get feedback from people who know people at Top Golf and say and they become our agent or ambassador to other people, but nothing that we have to announce right now.

It looks like there are currently no more questions in the queue.

That’s good. I think we’ve covered a lot, but I’ll take it best to thank everybody for joining us this afternoon. We always appreciate that. We always appreciate contact anytime. Feel free to reach out to the company if you need further questions answered, but we thank you for joining this afternoon and we look forward to seeing you next quarter. Thank you.

Thank you.

Thank you.

Ladies and gentlemen that concludes today’s conference. Thank you for your participation. You may now disconnect. Have a great day.