Earnings Labs

EPR Properties (EPR)

Q4 2015 Earnings Call· Wed, Feb 24, 2016

$56.38

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the EPR Properties Q4 2015 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today’s conference, Mr. Brian Moriarty, Vice President, Corporate Communications. Sir, you may begin.

Brian Moriarty

Analyst

Okay. Thank you everybody for joining us today. I’ll start the call by informing you that this call may include forward-looking statements as defined by the Private Securities Litigation Act of 1995, identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate, or other comparable terms. The company’s actual financial condition and results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of these factors that could cause results to differ materially from those forward-looking statements are contained in the company’s SEC filings, including the company’s reports on Form 10-K and 10-Q. Now I’ll turn the call over to company President and CEO, Gregory Silvers.

Gregory Silvers

Analyst

Thank you, Brian, and good afternoon to everyone. I’d like to remind everyone that slides are available to follow along via our website at www.eprkc.com. With me on the call today are Mark Peterson, our CFO; and Jerry Earnest, our CIO. I’ll start with our year-end headlines, and then pass the call to Jerry to discuss the business in greater detail. Our first headline, strong year – strong finish, highlights the fact that for 2015, we delivered an 8% year over year increase in earnings, while achieving record quarterly and annual revenues. Second, record investment levels and opportunities remain robust. In 2015, we also achieved a record level of investment spending. This is a direct result of our extensive relationships, depth of knowledge and differentiated investment strategy. Additionally, we’re highly confident that our significant long-term opportunities exist within each of our primary investment segments. Our third headline and owed to our primary segment is you oughta be in pictures. It speaks to the long-term sustainability of the movie exhibition industry as the box office reached a new milestone by surpassing the $11 billion mark and witnessed a 5% increase in attendance. This segment has proven to be stable and consistent, exhibiting the long history of steady growth. And lastly, monthly dividend increase. Subsequent to the end of the quarter, we were pleased to announce a 5.8% increase in our monthly common dividend for 2016. This equates to a $3.84 annual dividend and represents our sixth consecutive year with a meaningful dividend increase. Now, I’ll turn the call over to Jerry and then rejoin you following Mark’s remarks.

Jerry Earnest

Analyst

Thank you, Greg. In the fourth quarter of 2015, we sustained strong investment spending momentum with approximately $122.5 million across all our investment segments. Total spending for the year reached $632 million, an all-time record for EPR Properties. The fourth quarter and the entire year spending totals reflect our continued focused investment approach for each of our three primary investment segments. In our entertainment segment, the theater box office hit a new record in 2015, with ticket revenues eclipsing the $11 billion mark, a 7% increase over last year and attendance growth of 5%. There were a number of reasons for such a great performance and we detailed five primary factors in a recent article on the EPR Insight Center found on our website. However, as the article highlights, the key driver was undeniably strong content. Whether it was the revival of the existing franchise Star Wars and Jurassic Park or the continuation of a current one, Furious 7 and Avengers, the movies of 2015 were well received and attended and continue to validate the strength and reliability of the industry. The early months of 2016 have started off strong; however, the very strength of the previously mentioned titles and their delivery in two-year cycles will make it difficult to continue with the same trajectory that we had in 2015. Current expectations are for 2016 to be a flat year when compared to 2015’s outsized performance. We continue to see quality opportunities within the entertainment segment, with the continuation of the exhibitors’ migration to expanded amenity theaters. These opportunities involve both the purchase and conversion of existing theaters as well as the build-to-suit construction of new theaters. For the quarter, investment spending in our entertainment segment was $23.2 million, consisting primarily of investments in three build-to-suit theaters, one of which…

Mark Peterson

Analyst

Thank you, Jerry. I’d like to remind everyone on the call that our quarterly investor supplemental can be downloaded from our website. I also want to point out that as we continually seek to enhance our transparency, we have added several new pages to the supplemental, including pages 29 and 30. Page 29 is entitled Net Asset Value Components and provides annualized cash NOI run rates by segment and subsegment. As reconciled in the appendix, GAAP amounts have been adjusted for non-cash items, in-service timing, and percentage rents and participating interest to provide annualized cash run rates that facilitate NAV calculations by subsegment. Page 29 also includes the other relevant components from our year-end balance sheet to assist in computing an overall company NAV. On page 30, we have also provided annualized GAAP NOI run rates by segment and subsegment to facilitate FFO modeling. These amounts are also reconciled to our GAAP amounts in the appendix. We hope investors find both of these pages useful. Now, turning to the first slide, FFO for the fourth quarter increased to $71.3 million from $63.5 million in the prior year. FFO per share was $1.18 this quarter compared to $1.10 in prior quarter. FFO as adjusted for the quarter increased to $70.7 million versus $65.1 million in the prior year and was $1.17 per share for the quarter versus $1.13 per share in the prior year, an increase of 4%. Now, let me walk through the key line item variances for the quarter versus the prior year. Our total revenue increased 7% compared to the prior year to another record quarterly amount of $112 million. Within the revenue category, rental revenue increased by $14.7 million versus the prior year to $90.6 million, resulted primarily from new investments. The increase from new investments was…

Gregory Silvers

Analyst

Thank you, Mark. In summary, 2015 demonstrated the strength of our investment segments and our ability to combine knowledge-based underwriting skill and relationships in the sustainable long-term growth platforms. It also assured recognition that consumer behaviors are shifting to reflect new demographic changes. No longer does the consumer simply want more stuff, but rather they value more experiences. This movement bodes well for our experiential investment segments and should create significant opportunities for the future. As we discussed before, we have the knowledge, the relationships and the balance sheet to convert these opportunities into quality investments that will not only strengthen our portfolio, but also provide the reliable income stream to grow our dividends. With that, I’ll open it up for questions.

Operator

Operator

[Operator Instructions] And our first question comes from the line of Nick Joseph of Citigroup.

Nick Joseph

Analyst

What were the cash cap rates on the acquisitions in the quarter and if you can break it out between theater, the charter schools and the early education centers?

Mark Peterson

Analyst

I would tell you and Jerry you can jump in, but I’d say mid-8s for that area, our TopGolf, as we talked about, is pursuant to an agreed upon deal. Those are probably at 9 area. And the theaters are probably in the mid-8s to 8.25 range.

Nick Joseph

Analyst

And then you mentioned that you expect no issues in terms of rent coverage for the ski hills due to the warmer weather earlier this winter. But can you put some numbers around where 2015 finished and your expectations for 2016?

Jerry Earnest

Analyst

As we talked about, 2015 was our, let’s call it, last key season because it generally bridges two actual calendar years was 2.4. As we discussed before, we underwrite these to a range and we’ve seen that range in 2011, 2012 to be like 1.25 and we’ve seen the upper end at 2.4. We look at these, Nick, on a five-year moving average. We think within that range, we’re going to have – within that period, a good year, a great year and they’re all going to balance out to around that 1.7, 1.8. So we think that we will be within that range for this year, which will comfortably allow our tenants to pay their rent and to move forward, fill our reserves as we require for our next season. And so we don’t anticipate any issues.

Operator

Operator

And our next question comes from the line of Dan Altscher of FBR.

Dan Altscher

Analyst

I think the new NAV disclosures are really helpful, there’s a lot of detail in there. But Mark, I was wondering if maybe you can give us little bit of a cheat sheet in terms of – because there is a lot of adjustments in terms of what’s included – something like that goes [indiscernible] quarter and you’re annualizing it, is there – if you can...

Mark Peterson

Analyst

Let me walk you through that. I was trying to – you’re right. There is a lot of detail, but at the end of the day, what we’re really doing is taking the GAAP amounts by segment and subsegment, megaplex, ERCs, et cetera, and we’re adjusting for what went into service during the quarter, so you get a full run rate of something went in mid-quarter, we want to show the annualized run rate of that, which you’d have to estimate otherwise, maybe using a mid-quarter convention or some such way. So we’re making that easier. For percentage rent and participating interest, importantly, it’s not a projection of the future, but there is some seasonality to our percentage rent and purchase of bidding interest. So what we’re doing is taking the number that happened in the quarter and just putting it back on a 12-month trailing basis. So whatever the trailing 12-month was for percentage rent and participating interest, we’re normalizing that, if you will. And finally, on the NAV schedule, we’re also removing non-cash revenues. We’re eliminating the impact of straight line rent. The only difference between what’s really happening on the NAV schedule versus the GAAP schedule is the GAAP obviously is going to leave that non-cash revenue in there. But it is still going to make the in-service and percentage rent and participating interest normalization adjustments. That’s really the top of the schedule. Then, we provide other components in the middle of the page off the balance sheet that we think are relevant for computing an NAV, so you maybe apply cap rates to the upper numbers, you then pick up the other numbers on the balance sheet to compute an NAV. And importantly, property under development, we’re not doing anything with that in the upper part of the schedule. So if there is property under development, the only thing what normalizes is those projects that went in service during the quarter. There are different ways to look at that property under development. I realize some people might put in other cost, others may give more credit than cost. But we’ll let you guys determine that. So that’s really the gist of those two pages.

Dan Altscher

Analyst

And that’s also all the run rate cash numbers are also prior to any rent [terms] that’s happened or will be happening through the year, so it’s not like the forward look?

Mark Peterson

Analyst

It’s not a forward look. It’s cash, so if it happened during the quarter, it’s in there. But if it’s a future bump, no, it’s not a projection. It’s what’s currently has happened already.

Dan Altscher

Analyst

There was some commentary or color on your Imagine sales and I think the [indiscernible] stated as being the second half of 2016. I guess, is that just because maybe you already have buyers or contract wind up for those and just takes time to close or they haven’t really started marketing those yet, just what’s driving the timing for back half of the year?

Gregory Silvers

Analyst

I think part of it is we just started gearing up, interviewed all the brokers, selected brokers, they are putting packages together and just anticipating what that timeframe will look to roll from actually interest to LOIs to contracts to sales.

Dan Altscher

Analyst

The warm weather impacting ski a little bit, I think we get, but on the opposite side, is that or has that impacted TopGolf at all in the early parts of – or late part of last year and the early parts of this year at all from a positive standpoint?

Gregory Silvers

Analyst

They are running at – as their strong coverage indicates so much of capacity. We haven’t seen, as Mark pointed out that we had some additional percentage rent that really had to do with new properties coming into service. Like I said, when we’re looking at between 3.5 and 4 times coverage, it’s hard to meaningfully improve that even further from our standpoint, but I would assume that warmer weather probably is helping them out somewhat. But we haven’t seen those reporting numbers yet.

Dan Altscher

Analyst

One just last one from me, when you look at the equity of Peak Resorts, the equity markets are certainly saying one thing. When you guys had discussions with them, what are they telling you, are you having any conversations in terms of trying to help them out at all or just how are you talking or what was the tone from them in relation to your position?

Gregory Silvers

Analyst

I think from us, I think they are thinking that the second half of the year – that there is resilience in these properties and that the second half of the year will be strong. As I said, they had strong President’s Day weekend. We’re not having conversations about helping them out in that sense. They funded their rent to date, they’re funding their reserves. So everything for us looks to be coming along fine. I get the idea that their equity maybe trading around, but they are in a different volatile position than we are. As I said earlier, we underwrite this to create consistent and reliable cash flows and that’s why how we price our capital, but we’ve had no discussions about any help and it doesn’t appear from their performance that there would be anything to discuss there.

Operator

Operator

And our next question comes from the line of Craig Mailman of KeyBanc.

Craig Mailman

Analyst

Mark, on the guidance, did you guys have the equity offerings already baked into your prior range?

Mark Peterson

Analyst

Yes, we did. We didn’t have the exact same timing, but substantially yes, and we did have equity. So it was already included in the guidance. There was no real change as a result of updating our capital plan. Our total investment spending really hadn’t changed and we had the capital being raised in the plan. So that really didn’t have an impact on the guidance.

Craig Mailman

Analyst

And then just on the investment spending, I think if I’m looking at the sup at your construction page 20, it looks like about $460 million of the $600 million to $650 million is in the bag, is that the way you guys are looking at it?

Mark Peterson

Analyst

Actually I think the number is about close to $300 million. If you’d look at the top part of the schedule and add up [2016], it comes up to like about $273 million. And then if you look at mortgage build-to-suit spending estimates for 2016, you get about another $25 million and that’s how you get closer to – it’s about $300 million. It’s a little less than 50% of our spending related to projects that had already been started as of December 31. There is other names and other approvals beyond that, but these are ones that have been physically started as of the end of the year.

Jerry Earnest

Analyst

Craig, that number is consistent with where we’ve been before, going in with about half of our year already in process, knowing that there is this cyclical nature of what we do with the build-to-suit. And if you think about if we do the same level again will fill that other half in part of the year in that half will roll over into next year again.

Craig Mailman

Analyst

I guess it sounds like you guys are pretty bossed there on the outlook to put money to work. But it sounds like at this point it’s a little bit too early with what you guys have in the pipeline to say that it could be that much better than the investment spending from 2015?

Jerry Earnest

Analyst

I think that’s a fair statement. I think what you saw us do last year is a similar idea that at this early point we guide to what we feel very comfortable with as we get greater confidence as we move through the year just like last year, maybe we’ll have – we hope and think that hopefully we’ll have the opportunities to continue to grow that as we go through the year. But at this early point, in our mind, there is no value to throw a big number out there just to create a lot of interest. We have great confidence in what we can deliver with that number and we also have a good team here that feels that we have a very good opportunity set. It’s just a matter of converting opportunities into investments.

Gregory Silvers

Analyst

Also, important to point out that most of what we do is build-to-suit, so if we increase that number, from an earnings perspective, it’s usually – will probably impact more the following year than the current year, just to keep that in mind, unless it’s an acquisition that comes along.

Craig Mailman

Analyst

And then just the termination related to the school that you guys are getting, you said that’s related to one that you are selling. It was already planned in the sales. Does that change your timing at all, or do you guys look to try to secure a tenant on that before you look to sell it, or just additional color on that.

Gregory Silvers

Analyst

I’ll let Mark to jump in on, but remember this is the actual school buying their school back and then bonding it out under a bond deal. So this was a note. And as Mark indicated, I’ll let him talk a little more, remember what they did, they wanted to take advantage of a bonding opportunity. So if they had the opportunity like in our plan in September, they went ahead and paid us nine months of rent plus the penalty they would have paid in September to go ahead and take advantage of that.

Mark Peterson

Analyst

That’s accurate. So they prepaid the note, like you said, plus this $3.6 million prepayment penalty. And then they prepaid, as part of that $3.6 million, as Greg said, they paid nine months of interest in advance. So while from an FFO perspective, the termination fee is higher, interest income going forward is lower and we get a little bit of economic benefit as far as getting cash earlier, it really doesn’t have much FFO impact. But it is a slight economic benefit in getting the cash earlier than having to wait for the nine months to play out.

Craig Mailman

Analyst

And then just lastly, with the FASB rule changes, looking like they’re coming down the pike, any different conversation you guys are having with any of your public tenants on the movie theater side or elsewhere about their attitude versus future rent versus own conversations?

Gregory Silvers

Analyst

Not really, Craig. I think most of our theater tenants in that way – a lot of – I think the majority of our tenants are – they have committed to being in a real estate-light balance sheet and they’ve been in that scenario for a number of years. And there is really no real discussions about reversing course on that. In fact, we are not having – I look to Jerry, but I haven’t had any calls, any discussions on that.

Operator

Operator

And our next question comes from the line of Anthony Paolone of JPMorgan.

Anthony Paolone

Analyst

I saw the Empire Resorts got their equity deal done and you mentioned now they will have to do a tax exempt bond deal. And I was just curious, is that market actually open right now or is there any risk to that?

Gregory Silvers

Analyst

Tony, let’s make sure – two different issues. The tax exempt bond, as we talked about, was to fund the infrastructure that we’re responsible for. So it has nothing to do with the gaming facility. They actually have a commitment for a debt piece that they are going out to syndicate on, but the two don’t relate. The bond issue is a tax exempt bond for the infrastructure and they’ve raised their equity piece and now they will, I don’t want to speak for them, but I think shortly they will be in the market for their debt piece that may be syndicated bank loans, that maybe some other structure, but they filed some documents related to that and they feel, like I said, they have a commitment for it and they have a great degree of confidence on their ability to successfully raise that.

Jerry Earnest

Analyst

For that infrastructure bond, that tax-exempt market is open and in great shape right now.

Anthony Paolone

Analyst

And then over at Schlitterbahn, can you just update on – I think some more cash is expected to come in from that deal this year. Do I have that right?

Mark Peterson

Analyst

Actually we don’t plan to have it this year. I mean, it’s possible towards the end of this year, but we are planning that more as a 2017 event. It could happen earlier, but we’re not baking into our guidance.

Gregory Silvers

Analyst

Tony, some of that is related to, so you understand, even though the properties may have been sold and leased and their construction is underway, that there are some escrows that dollars get released upon them opening. So it really is going to be a timing of them getting opened and properties coming online, of which we’re no longer involved. We are involved monitoring it, but it’s not our money going into it. We just have a trigger there to keep us involved to make sure they are progressing.

Anthony Paolone

Analyst

And how much is that amount when it does open and it gets released?

Mark Peterson

Analyst

All together, it’s about $10 million, $12 million of money in escrow, yes. We get to have – there is plenty of bonding capacity left. I think the next tranche might be like $40 million.

Gregory Silvers

Analyst

I think there is another, the property is broken down into actually four segments, which they each can then – and the point of that was that was, Tony, these bonding cycles have think of them as 20-year amortization, so you don’t want to issue one – you issue a bond by project segments, so you still have 20 years on the other three. So when you find somebody to go on that property and there still remains probably, I’d say, close to slightly over another $120 million or so, right in that range, of capacity related to those other three parcels.

Mark Peterson

Analyst

And as we said when we last talked about, we got the proceeds, the first tranche that came through, the next roughly $25 million we get and doesn’t reduce our interest income. So it is a nice benefit when that money comes in it’ll be like a free equity raise, but we don’t anticipate that. We’re not planning for that yet in 2016, it’s beyond 2016.

Anthony Paolone

Analyst

So maybe you get that first $10 million sometime in 2017 and then there would be like another $15 million potentially thereafter at some point before interest income changes?

Gregory Silvers

Analyst

Yes. I think the first $10 million is easily identifiable as escrow and those construction of projects that are substantially already started. If you came out and saw the project, you could see a lot of construction going on. The next $15 million we get is part of that – one of those other phases in which we’ve got to identify a new user for either lease them the property, sell them the property and then issue the bonds on those. Those bonds are available, they haven’t been issued. So to get to Mark’s point, we’ve got $10 million of bonds that have been issued and that cash is in an escrow. That’s easily definable and the conditions to get it out being that these properties get built, so that’s something that, as that construction finishes and, as Mark said, as we get into early 2017 that money will be accessible by us. The next group of money of which the first $15 million we get without any reduction of any of our economics really is contingent upon another phase of development going forward.

Anthony Paolone

Analyst

And on the asset sales, and you guys, I think said you have New Roc City in the market, is that not in guidance for sales?

Gregory Silvers

Analyst

Do you know what, I think the issue is – we didn’t necessarily say one asset or specific assets, we didn’t try to match those up. We have a couple of things. And without commenting on a specific, as we said, there are some of our portfolio that we thought and we talked about we wanted to lower our exposure to Imagine. We also thought that there was some really cap rate awareness and some price awareness on some other assets. So it fits within the entire range of what we said, if we remember $75 million up to $175 million, so it fits within that range, but we’ll see if it comes to fruition and if we like the price and if we move forward.

Anthony Paolone

Analyst

But if that works in some of these other things, is it safe to – is my thinking right that you guys could actually go above the high end of the range potentially?

Gregory Silvers

Analyst

If you think about what we talked about, there is the potential for it depending upon sale. But if you look at $50 million, what we talked about, of potentially of Imagine and then other and we said the range is $75 million to $175 million, then you’re starting to look at the potential range. Could we go above that? If we get what we think are very attractive prices that are good for our shareholders, for recycling capital, then we’ll take – definitely take a look at that. And if it makes sense for us, again, as we said, in some of those situations, it’s a recycling of capital. If it’s cheaper equity than issuing equity, then we have an obligation to our shareholders to recycle that capital and take advantage of that and we will definitely take a look at that.

Anthony Paolone

Analyst

And last question on the other side, on the acquisition side. Given where your implied cap rate is and there’s been some market volatility, at least on our screens, does the acquisition environment straight up look any more interesting or do you find yourselves more competitively positioned at this point?

Gregory Silvers

Analyst

I think we feel good about how we’re positioned. I mean, clearly, there is people who are having challenges and don’t feel like they can effectively raise money. So I don’t know that I think that there is something that we can definitely take advantage. So we live in our lanes, we know our specialties, know where we’re investing at. We’re dealing, as I said, far more directly with the operators than we are on in our sales. We’re hopeful that some other people who have engaged in some of our areas and maybe they are not able to close or maybe they are pulling back, that will create opportunities for us. But at this early part of the year, we’re not necessarily forecasting it, but we do feel really good about how we’re positioned, how the opportunities are coming to us, and that if this continues to play out that we’ll see more.

Operator

Operator

And our next question comes from the line of Rich Moore of RBC Capital Markets.

Rich Moore

Analyst

Are you planning to unencumber those four loans that – or just put those four loans on your line of credit as they come due later this year, Mark?

Mark Peterson

Analyst

We had [indiscernible] secured debt. We would, as part of our normal financing, probably put it on the line and then ultimately we would permanently finance it. So we would initially use the line of credit as our warehouse and then we’re going to permanently finance likely with long-term unsecured debt.

Rich Moore

Analyst

So in general, you’re just going to keep using that model?

Mark Peterson

Analyst

Yes. That’s what we’ve been doing.

Rich Moore

Analyst

So I think it is kind of interesting because you guys – and Tony kind of alluded to it a bit, you’re in sort of an interesting spot because you’re doing all of these dispositions which raises equity, which is great. Your line of credit doesn’t have much on it after the recent equity offering and you don’t have that much that you would be adding to it. So I’m kind of curious, what do you think about equity issuance? Your stock has obviously done very well lately, but there’s not all that much to do with the equity if you issue any on the ATM or if you did a bigger equity offering. There’s just not much to do with it. So I’m wondering how you guys think about do you keep pushing that line down to zero or what do you guys do exactly?

Mark Peterson

Analyst

I think we got a lot of flexibility. We can be opportunistic. Like you said, we had almost $200 million on our line at the end of the year. We raised $125 million subsequent to end of the year, so call it $70 million net. But we still have $625 million of investments, we have the loan maturities that you mentioned, and then offsetting that the disposition of free cash. But there’s still quite a bit of capital raise, both equity and debt, and the good news is with having such a low balance on our line, we have a lot of flexibility to do it when it makes sense. So we do have equity and debt, additional, both in the plan, but we have flexibility as to when and how we do that.

Gregory Silvers

Analyst

I think what – I reiterate what Mark said. It’s nice to have a lot of arrows in the quiver. And we’re looking at the most effective cost of capital, whether that’d be through disposition of assets, raising equity and taking advantage and be nimble enough to take advantage of that and deliver the best value to our shareholders.

Rich Moore

Analyst

So would you guys have a cash drag at any point do you think during the year as you go along? The way you’re modeling it, you obviously know what you need for development and the timing of that. But is there a point where you might actually – or did you model in any cash drag or is it always...

Gregory Silvers

Analyst

We don’t model it a lot. Historically, we haven’t had a lot of that. Our timing has been more in sync with having a line of credit that you’re able to use the cash immediately. But to your point, if the market is right to have a little bit of cash drag for a period of time, we’re not opposed to. I think we have that flexibility. In the plan, we haven’t built in a lot of raises and carrying cash for long periods of times if that’s your question, but in the short run, depending on the cost of capital, it can make sense. So I think we the flexibility to do that within our guidance range.

Rich Moore

Analyst

And then just one thing on Camelback, are you done with that? Is there no additional spending for Camelback?

Gregory Silvers

Analyst

I think there might be a little bit as it winds up. And again, we will, as with all of our tenants, as they look and say, I mean I would tell you that I think the owners there would say that they are exceeding their expectations. So might there be room for further expansion or further amenity? We are talking to them on that. That’s the same group that’s going up into Adelaar. So that relationship is very strong. We feel very good about their professionalism as operators. Their performance is not to be ignored. They have just really, as I said, greatly exceeded and really demonstrated their power of a Four Season resort and actually split their revenues about evenly over summer and winter. So it actually creates a very risk reward profile that we’re interested in.

Operator

Operator

And our next question comes from the line of Dan Donlan of Ladenburg Thalmann.

Dan Donlan

Analyst

I got on a little bit late, so I might have missed this. But just going back to the guidance, I was looking at page 31 and then I was looking at page 31 of the prior, and it looks like you are adding back termination fees for public charter schools which hadn’t previously been an add-back. So I’m just trying to figure out what changed this time versus last time or is there some type of accounting thing that I’m not understanding?

Mark Peterson

Analyst

I’ll explain that. Let’s start with when we have prepayment fees on loans, those go in mortgage and other financing income, they fall through to FFO and they stay in FFO as adjusted. So when we have these prepayment fees on a loan, that’s the way it’s treated. When you have an owned asset, what GAAP will make us do is take the proceeds versus your carrying value, so your carrying value is kind of your net book value straight on and that entire difference though requires us to book that as gain on sale. So however, in our minds, it is no different than the prepayment situation. So what we do for a owned asset is bifurcate, and it’s clearly outlined in the contract that it’s a penalty for early option exercise. The difference between what we received and the development costs, that’s a termination fee. And the gain on sale really becomes the difference between the development costs and that carrying value that I said, net book value and straight line rent. But because GAAP calls it a gain on sale, FFO NAREIT definition requires us to back that out, and by the way, we determine that with our accountant subsequent to the end of the third quarter. That’s why the change and that’s why there is no impact on FFO as adjusted. We’re backing out the gain on sale for FFO NAREIT definition, but then we’re adding it back in for FFO as adjusted treatment, which is consistent with what our original guidance was and consistent with what we think the right way to look at that similar to a loan prepayment.

Dan Donlan

Analyst

So you thought you’d be able to keep it in the NAREIT definition of FFO, then you realized that wouldn’t happen, and that’s why the FFO as adjusted is not changing, is that roughly correct?

Mark Peterson

Analyst

That’s exactly right.

Dan Donlan

Analyst

And then just curious on the – and I’m sorry if you talked about this earlier – on the build-to-suit on the school side, did you break out what was charter versus private versus early education? Are you seeing any difference there than maybe you have in years past?

Gregory Silvers

Analyst

We did, if you follow the presentation online we talked about, we had 26 early eds, we had 22 charters, so there is a breakout there. I don’t know if we’ve broken out in the supplemental, but it was out there. I think, again, we’re seeing – not really that much different, I think the quality of the opportunities we’re seeing, we really like. And the opportunity to grow and build our private school as we’ve demonstrated, our strength in that ability and to deliver product on time, so again, we’ve seen that education segment continue to grow and we think it will grow again this year.

Dan Donlan

Analyst

And just the supplemental and the changes I appreciate, but I kind of like the old one a little bit better. I’m just kidding.

Gregory Silvers

Analyst

We didn’t take anything else. There was a lot of work for that.

Dan Donlan

Analyst

I know, I’m just kidding. I really appreciate it. It’s very helpful to be able to kind of mesh the cash run rate with what we have been doing previously.

Gregory Silvers

Analyst

I figured I’d make it easy on you, Dan, that was the whole point of it.

Operator

Operator

I’m showing no further questions at this time. I would now like to turn the call over to Mr. Greg Silvers for closing remarks.

Gregory Silvers

Analyst

Nothing really special, just want to thank everyone for attending today. And we appreciate your time and attention. And we look forward to talking to you next quarter or at the end of the first quarter. So thank you and talk to you guys soon.