EPR Properties (EPR) Q1 2019 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the Q1 2019 EPR Properties 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 may be recorded. I would now like to introduce your host for today's conference, Mr. Brian Moriarty, VP of Corporate Communications. Mr. Moriarty, you may begin.

Thank you, Josh. Hi, everybody and welcome. Thanks for joining us today for our first quarter 2019 earnings call. I'll start the call by informing you that this call may include forward-looking statements as defined in the Private Securities Litigation Act of 1995. Identified by such words as will be, intent, 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 these forward-looking statements are contained in the company's SEC filings, including the companies report on Form 10-K and 10-Q. Now, I'll turn the call over to company President and CEO, Greg Silvers.

Thank you, Brian, and good morning everyone. Welcome to our first quarter 2019 earnings call. I'd like to remind everyone that slides are available to follow along via our website at www.eprkc.com. As is our standard protocol, I'll get started with our quarterly headlines, discuss the business in greater detail, then turn the call over to the company CFO, Mark Peterson, who will review the company's financial summary. Our first headline is; solid fundamentals, continued investments, spending momentum. Our focused investment strategy continues to deliver with increasing revenues and FFO as adjusted per share growth of 8% versus the same quarter previous year. Additionally, we sustain the investment spending momentum we established in the second half of 2018 starting the year strong with investment spending totaling $174.6 million with majority of our investments focused on entertainment and recreation. Second, investment segments remain healthy. Highlighted by the resiliency of the box office and the strength of our recreation portfolio, our primary investment segments continue to demonstrate long-term stability and broad consumer demand. This may be best characterized by the recent MPAA Theme Report, which identified that last year's box office attendance was over 1.3 billion; that's billion with a 'B'. Compare that to all major league football, baseball, basketball and hockey, whose combined attendance was 131 million. Additionally, 75% of the North American population went to see a movie at a theater at least once in 2018; this provides context to our referring that movie-going remains the dominant choice for out-of-home entertainment and is broadly supported by all demographic segments. Third, new leadership for focused growth. As we continue to build on our differentiated and deep expertise in the experiential space, we are pursuing opportunities for expansion in the entertainment and recreation segments which play directly into our underwriting proficiency. To help lead the growth of these segments, I'm pleased to welcome Greg Zimmerman, the company's new Chief Investment Officer. Greg's strong experience and thought leadership provide a great fit for this role and we're excited to have him join the company to help lead our efforts in becoming the market-dominant player in the experiential space. We look forward to Greg's participation in future calls and for the opportunity for many of you to meet him in the near future. Fourth, significant growth capacity. With an improving cost of capital, great access to the public capital markets, ample recycling proceeds, and untapped capacity on our revolver, we are uniquely positioned to pursue growth in the experiential real estate space. We have the resources, both financial and human capital to respond to our growing opportunity base. Now, I'll take a few minutes to review the business in greater detail. At the end of the first quarter, our total investments were almost $7 billion with 395 properties in service that were 99% occupied. During the quarter, investment spending was $174.6 million, and our proceeds from dispositions were $37.7 million. Additionally, our company level rent coverage was at 1.86 times which demonstrates the strength and consistency of our portfolio. Now, I'll provide an update on our three segments; entertainment, recreation, and education. At quarter-end, our entertainment portfolio included approximately $3.1 billion total investments with 175 properties in service in 24 operators. Our occupancy was 99% and our rent coverage was 1.84 times. As anticipated, North American box office revenues were softer in Q1 versus the prior year. The 2018 period included Black Panther making for a difficult comp. Industry pundits continue to call for a very strong second and fourth quarter, and overall growth for the 2019 year. The Q2 box office certainly received a boost with the opening of Avenger's End Game this weekend, which grossed approximately $350 million in North America, and $1.2 billion worldwide, representing the largest opening weekend in the history of the North American Box Office and establishing expectations for 2019 to exceed the previous all-time record which was established in 2018. Investment spending in our entertainment segment totaled of $117.9 million, which included $93.3 million of theater property acquisitions with a balance consisting primarily of build-to-suit developments and redevelopment of megaplex theaters, entertainment retail centers, and family entertainment centers. We also continue to see interesting opportunities to acquire in-service theaters as evidenced by our 79 million four theater transaction with Escape Theaters that closed in late March. At quarter-end, our recreation portfolio included approximately $2.3 billion of total investments with three properties under development, 79 properties in service, and 18 operators. Our occupancy was 100% and our rent coverage was approximately 2.12 times. Our ski operators continue to enjoy an outstanding season. Attendance and revenue are up 16% and 14% respectively versus the trailing three-year average for the season-to-date through February. Additionally, our Kartrite Water Park Hotel in the Catskills had a soft opening over the Easter weekend and is ramping up for the project's grand opening which is scheduled for May 10. The grand opening should receive extensive media coverage across the New York market including airtime on Good Day New York. Investment spending in our recreation segment totaled approximately $44.2 million which included $31.9 million on the Kartrite Water Park Hotel with the balance consisting primarily of build-to-suit developments of golf entertainment complexes and attractions. On the disposition front, we are anticipating that our Schlitterbahn mortgage note will be paid-off during the second quarter and we have extended the maturity by one month to June 1, 2019. Based on discussions with the Schlitterbahn Group, we understand that they are nearing the completion of a definitive agreement with a third-party that would provide proceeds sufficient to fully repay the note. As Mark will speak to, this comes with no change to our earnings guidance despite an upward revision to our disposition guidance. At quarter-end, our education portfolio included approximately $1.4 billion of total investments with four properties under development, 140 properties in service, and 57 operators. Our occupancy was 98% and our rent coverage was 1.37 times. Investment spending in our education segment totaled approximately $12.3 million, primarily consisting of build-to-suit developments and redevelopments of public charter schools and early childhood education centers. During the first quarter, we received $33.7 million in disposition proceeds related to the education segment, including $5 million of termination fees. The disposition properties include three operating charter schools, one charter school land parcel, and two land parcels previously designated for the development of early childhood education centers. We have revised the original structure for transferring our 21 CLA properties to Crème de la Crème due to the bankruptcy, courts failure to rule on our February 2019 agreement. The revisions are not material and we continue to expect the properties will be transferred to our replacement tenant throughout the remainder of the year with no expected change in our revenue stream or cash outlays. Our short-term lease with CLA is still in effect and they have paid rent through April, 2019. The Crème de la Crème continues to make substantial progress with their license applications and preparations to begin operating these schools later this year. With that, I'll turn it over to Mark for a discussion of the financials.

Thank you, Greg. I'd like to remind everyone on the call that our quarterly investor's supplemental can be downloaded from our website. Now turning to the first slide, net income for the first quarter was $59.3 million or $0.79 per share compared to $23.5 million or $0.32 per share in the prior year. FFO was $93.1 million compared to $61 million in the prior year. Lastly, FFOs adjusted for the quarter increased to $102.6 million versus $94 million in the prior year and was $1.36 per share versus $1.26 per share in the prior year, an increase of 8%. Turn to the next slide; I want to discuss the impact of the new lease accounting standard we adopted at the first of the year. As expected there was no impact to our earnings but I would like to briefly summarize how the new standard impacted our first quarter financials. Note that, we elected, like many RIETs, to not restate prior year numbers, so certain line items are not directly comparable year-over-year. At adoption, we recognized right of used assets of $215 million, straight line receivables of $24 million, and an offsetting lease liability of $239 million, primarily related to our ground leases where we are the lessee and we sublease the ground to our building tenants. During the quarter we recognized rental revenue and property operating expense totaling $7.9 million each, over that which would have been previously recognized primarily related to the ground lease costs and related sublease revenue, as well as the gross-up of other expenses that are paid by us and then reimbursed by tenants. Lastly and less significant, we no longer recognize bad debt expense as part of property operating expense but rather as a deduction to rental revenue. Before I walk through the key variances, I want to discuss two adjustments to FFO to come to FFO as adjusted. First, pursuant to tenant purchase options, we completed the sale of two public charter schools during the quarter for net proceeds of $23.3 million and recognized termination fees included in gain-on-sale of $5 million which has been added to FFO to get to FFO as adjusted. Second, transaction costs were $5.1 million for the quarter and $4.6 million of this amount related to pre-opening expenses in connection with the Kartrite Indoor Water Park Hotel. As discussed in our last call, we currently own and operate this investment in a traditional lead lodging structure. Now, let me walk through the key line item variances for the quarter versus the prior year. Our total revenue increased 6% compared to the prior year to $264.5 million. Within the revenue category, rental revenue increased by $17.8 million versus the prior year to $150.7 million. This increase resulted from rental revenue related to new investments as well as $2.2 million more in rental revenue from children's learning adventure during the quarter related to the required payments under the leased agreement. Additionally, $7.9 million of the increase related to the adoption of the new lease accounting standard I discussed previously. Tenant reimbursements included in rental revenue were $6.1 million for the quarter versus $4 million for the prior year. The increase related to the gross up of certain tenant reimbursed expenses with the adoption of the new lease accounting standard. Additionally, percentage rents for the quarter also included in rental revenue were $1.4 million versus $1.3 million in the prior year. Mortgage and other financing income was $13.5 million for the quarter versus $21.4 million in the prior year. The decrease was due primarily to note pay offs as well as the sale of four Imagine Schools in July of last year, classified as investment in a direct financing leases. This decrease was partially offset by an additional $900,000 fee received from OZRE related to their mortgage note that was paid off in 2018. On the expense side, our property operating expense increased by approximately $8.2 million versus the prior year, primarily due to the adoption of the new lease accounting standard. Income tax benefit was $605,000 for the quarter versus expense of $1 million in the prior year. Approximately $1 million of this decrease was due to lower deferred taxes. Recall that deferred taxes are excluded from FFO as adjusted. The remaining $600,000 decrease was due primarily to lower current income taxes related to adjustments associated with tax reform provisions that will not repeat in future quarters. Turning to the next slide; I'll review some of the company's key credit ratios with fixed charge coverage at 3.2 times, debt service coverage at 3.7 times and interest coverage also at 3.7 times and our debt to adjusted EBITDA ratio was 5.7 times at quarter end. This ratio is slightly higher than our stage a range of 4.6 to 5.6 times due in part to the $79 million acquisition of four theaters on the last business day of the quarter as well as construction and process for which no EBITDA is included in the denominator of this calculation. Our adjusted net debt to annualize adjusted EBITDA was 5.4 times at quarter end. This ratio adjusted for the impact of assets acquired or put in service during the quarter as well as for other items such as construction and process as described in our supplemental. Our net debt to gross assets was 42% on a book basis and 33% on a market basis. Note also, as Greg discussed, we expect to receive proceeds in the second quarter from the Schlitterbahn mortgage note payoff totaling approximately $190 million. This payoff is expected to significantly reduce our leverage in the near-term as well as reduce our need to raise capital to fund investments over the remainder of the year. Lastly, we increased our monthly common dividend by over 4% in the first quarter to an annualized dividend of $450 in 2019. This marks the ninth consecutive year with a significant dividend increase. Now, let's turn to the next slide for our capital markets and liquidity update. At quarter-end we had total outstanding debt of $3 billion of which $2.9 billion is either fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.6%. We had $70 million outstanding at quarter-end on our $1 billion line of credit and $11.1 million of unrestricted cash on hand. We are pleased to have a weighted average debt maturity of approximately seven years and no debt maturities until 2022. We issued approximately 1.1 million common shares during the quarter on our direct share purchase plan at an average price of $74.47 per share for net proceeds of $78.6 million. The DSPP plan continues to be a very low-cost and effective way to raise common equity. Subsequent to quarter-end, we took advantage of a low projected LIBOR rate and entered into an interest rate swap to fix the remaining $50 million of our $400 million term loan at 3.35%. As a result, our entire $400 million term loan is now hedge at a blended rate of 3.18% until February, 2022. Our balance sheet and liquidity position continue to be very strong and this puts us in a great position for 2019 and beyond. Turning to the next slide, we are confirming our guidance for 2019 FFO as adjusted per share of $530 to $550 and guidance for investments spending of $600 to $800 million. We are increasing our expected disposition proceeds for 2019 due to the anticipated Schlitterbahn note payoff to a range of $300 million to $400 million from a range of $100 million to $200 million. Note that's a dilution to 2019 earnings expected from the Schlitterbahn note pay off of approximately $0.03 per share which was not in our original plan is expected to be offset by additional percentage rents of about $1 million for the year as well as the favorable impact of the mix and timing of our investment spending. Excluding the non-education related prepayment fees of $71.3 million in 2018 or $0.93 per share, the mid-point of our FFO as adjusted per share guidance for 2019 continues to reflect over 4% growth. Before concluding, I wanted to also note that just like last year; we expect lease termination and mortgage prepayment fees related to our education properties as well as percentage rents to be heavily weighted to the back half of the year. As a result, we expect a reduction in Q2 FFO as adjusted per share versus Q1 with an acceleration in earnings over the back half of the year. Now with that, I'll turn it back over to Greg for his closing remarks.

Thank you, Mark. As the first quarter demonstrated, we continue to see a strong flow of opportunities to deploy investment capital and we have positioned ourselves to take advantage of these opportunities. In the coming months, we look forward to building on that momentum that we've established in the first quarter. With that, why don't I open it up for questions? Josh.

[Operator Instructions] Our first question comes from Craig Mailman of KeyBanc Capital Markets. You may proceed with your question.

Hey, good morning guys. Just first on Schlitterbahn, do you guys have a sense of why they're going away from either refinance? Is this just to get out from under the cross collateralization or they feel like their cost of capital has come down enough that they can go elsewhere?

Again, Craig, I think it's probably better for them to answer that question as to why they're changing their strategy. Again, I think it could be a number of different issues have been well documented and it's been a difficult couple of years for them with all of the noise. So, rather than us comment on what their thoughts of their strategy is, I would leave that to them.

Okay. That's fair. And are you guys still, or Waterpark still place you guys want to be or this experience kind of this way [indiscernible 00:20:40]? Did you have debt from putting capital out there?

No. Actually we still liked the space and over time that I think we all look back and see that from a financial standpoint other than that, very unfortunate event that's been a very strong investment. So, I think we continued, we invested, we have Waterparks with six flags and others that have as the coverage demonstrates in our recreation portfolio, has demonstrated strong performance. And I think the consuming public has demonstrated their desire for having that type of product to spend their dollars at. So we still feel very good about them.

Okay. I know it was just a soft open up at Cartwright, but any early indications of success there versus your expectations?

Again, it's so early and soft openings are just that to kind of work the kinks out. So, they didn't even open all the rooms available. So, I think part of this is just to get through the operating. I think as we get towards May and in the summer we'll have a better view of how that's performing.

Okay. And then just on the escape theater acquisition, could you give us a little bit of color on cap right there and maybe a little bit more about the operator?

Again, it's a family operation. If you go back and look, it's the son of -- when we had the escape portfolio a couple of years ago, the family, this is one of the children of that group. So, that chain ended up being sold to Regal [ph]; now this is the son going back in. And I would think that because of those kinds of relationships we were able to secure this deal at or around an eight. So we feel very good about the experience level of the operator, the markets that they've chosen and our ability to turn a relationship-based business into opportunity.

And then just one last one, what the vendors coming out in a pretty good slate here for the back half of the year. I mean, what's the percent rent related to the theater portfolio? Could there be additional upside if ticket sales kind of continued to accelerate to the back half of the year?

I think there could be. The percentage rent really wasn't on the theater side just because of timing. But we still see opportunity. As we noted last year, we had some additional theater percentage rent as we went into the end of the year. And with the strong kind of slate that's still out there, that opportunity still exists to exceed where we were last year on theater percentage rent.

The percentage rent increase is really related to private schools, the revenues a little higher than expected. And then secondly, we have a good outlook as Greg went over with respect to what's going on with the Ski properties. They had a good season.

Thank you. And our next question comes from Nick Joseph with Citi. You may proceed with your question.

Thanks. Greg, you talked about an expansion into entertainment and recreation. I mean, is that more into existing operators or are you looking to either expand operators or expand concept?

I think, Nick, it's just safe to say it's probably a little of both. When you heard us last quarter and we talked about the city museum in St. Louis and some other concepts that we were looking at, we think that we have established a strong thought leadership in the experiential space. And so, I think it would broadly fall within either our entertainment or recreation areas. So, we think it's within our purview, but it would still be, again, existing product types within those segments and new product types. Nothing to announce today, but we continue to look to identify new concepts and operators that will allow to grow our business and take advantage of, as we've talked about where the consumer wants to spend their money.

Thanks. So, just maybe on education rent coverage ratio came down a little sequentially, is that CLA-driven or something else?

Again, my guess is it's not CLA-driven. It's something else. It's probably somewhat a little bit of our charter schools as we get into this year, the timing of sales and things like that can impact kind of that coverage on the margin.

Thank you. And our next question comes from Rob Stevenson of Janney. You may proceed with your question.

Good morning, guys. Greg, can you talk about the competitive landscape today for acquiring theaters? It seems like several of the large public triple net leads started to move away from the space. Are you guys seeing any less competition out there or any impact on pricing?

Not really. I mean, again, I would hope that you're correct, Rob. We'd like that space and having less competitors would be nice. But in the marketplace, we're not seeing that. Again, you've got a lot of triple net players that have a substantial theater exposure and are looking to continue to grow that. I think the challenge as we've articulated before is finding the right theaters. There are not a lot of -- not a lot, but there are several theaters that are out in the market for sale. They just don't mesh well with the quality and performance of our portfolio. But I don't think we've seen a lot of a pulling back from that product type.

And the ones that you acquired this quarter, have they already had the updated conversions done to them or are these assets that you plan to do conversions on redevelopment? I mean, how should we be thinking about the ones that you added in the quarter?

In the quarter, these are amenitized theaters already. So, these are the new versions. So, it wouldn't be in accordance with that investment, but we're continuing to see opportunities as we talked about for redevelopment, but it wouldn't be associated with these theaters that we acquired.

Okay. And then how are you guys feeling today about incremental investments in the education portfolio maintenance that whether by happenstance or by design, the first quarter acquisitions, we're heavily weighted towards the theaters? As we go through the remainder of the year, I mean I think Mark has talked about the acquisitions being largely backend weighted, but you anticipate a greater percentage of the mix being education or is there some sort of conscious sort of pause there on your part in terms of looking at that segment?

I think it will be not as -- we were not as spinning it as being an investment dollars in education, is primarily, Rob for the idea that the competitive market has gotten much stronger in that area not from some of the traditional competitors, but the bond market, especially in the charter school area. Years ago, they wanted 7 to 10 years of operating experience and now we have bond people who are doing build-to-suit deals. So, what you're not going to see us do is reach for transactions. We have a substantial amount of, and we're talking about it today, opportunities in other areas. And on a risk reward standpoint, we feel the risk rewards are better right now in our entertainment and recreation sector. So we're focusing more in that space.

And Rob, I didn't say acquisitions were backend weighted, I said termination fees and prepayment fees as well as percentage rents. Those two things that come move our earnings were more back-waited to the back half of the year.

Okay. Sorry. Thank you. And then just last one for me to following up on the question that Nick asked, was there anything new concept wise that you guys added to the recreation portfolio this quarter?

No. These are all in established areas that we've been, but I do, as I've mentioned with Nick, we are continuing to look at different concepts. So, I don't want to -- even though we didn't have anything this time, just like we had in the fourth quarter of 18 we are continuing to look at new and evolving recreation and entertainment concepts that we feel fit within our portfolio and are supported by strong underlying consumer domain.

Thank you. And our next question comes from Collin Mings of Raymond James. You may proceed with your question.

Thanks. Good morning. First question for me just recognizing that there are some timing issues with the acquisitions and the mortgage payoff, but just given where your current cost of capital stands and really be expanding opportunity set for investments you're talking about, does it make sense to be run leverage towards the lower end of your target range or maybe even bringing that range down here modestly? Just an update on how you're thinking about the leverage targets out there.

Well, I think the first thing is that the payoff of Schlitterbahn here in the second quarter is going to reduce our leverage substantially. So, in the near-term we'll have in our line paid off in cash in the bank. So that's kind of the near-term opportunity. But I agree we have opportunistic -- we could look opportunistically at raising capital, raising equity given our strong stock price performance. And as you saw on the first quarter, we raised $78 million on our direct stock purchase plan. So, I understand what you're saying, but near-term wise we've got a big inflow coming.

Okay, that's fair enough. And then switching gears just to the portfolio, I mean we discussed in depth last quarter but maybe just an update on how the JVs on the properties here in St. Pete are progressing; and just as it relates to the additional opportunities, just any other updates on potential other recreational lodging opportunities that you're saying?

Again, nothing that we have that's right now announceable or really kind of anywhere ready to announce. I mean, I think we continue to look at trying to direct those more to kind of a fixed income, kind of a triple net lease as opposed to the operating model that we have. I think on these two specific assets, St. Pete is actually slightly outperforming where we were at our expectations. So it's moving along well; I think -- and Mark mentioned, we put -- and we now put some leverage on that JV and executed on that. So I think overall, we feel that those two -- that asset is well positioned and is moving along nicely, but nothing additionally to announce in that space.

Thank you. And our next question comes from Anthony Palone of JP Morgan. You may proceed with your question.

Just staying on the different property type being here; have you all considered revisiting things like casinos or moving outside the U.S. match?

Again, Tony -- and I don't know that we've talked about this; we had some long discussions here in our previous kind of investor conferences about that. You are correct, we haven't -- and said that we intend to revisit kind of the casino idea. If you go back and look when we looked at it five years ago, that really wasn't an institutional product but when you look at it now, it's much more of an accepted product type. So whereas we didn't feel we were the right group to lead that out, we now think that it's a much more established. So yes, we have engaged investors to let them know that we're definitely going to look at that product type. As far as international, again, nothing that's on our horizon right now. Again, if we had tenants that led us to an opportunity set, I think that could be interesting but nothing really right now, Tony.

Okay. Can we see something by the end of this year, do you think on the casino side?

Again, I don't know. It really is driven by the opportunity and if it's the right property for us relative to what we're looking for. I would tell you that we're engaged in conversations with people but as everyone on this call knows, conversations don't necessarily mean transactions; and we've got to have a meeting of the minds, both in terms of the quality of the property and the costs that we want to charge on that. So, we shall see but what we do think it does is provide yet another growth opportunity and drive the investment momentum that we've got to where we can be and maintain our thought leadership in that experiential space, it's a product type that fits in there. And while we would never be dominated by that product type, we think adding that to our existing experiential portfolio makes sense.

We don't have any investment spending at our guidance for casinos. But as Greg said, if we did do something it would be additive to that $700 million kind of midpoint of investment spending.

And then, over on Schlitterbahn, can just remind us what the sort of GAAP yield or cap rate for that matter is on the money you'll be getting back?

It's a little bit over eight.

And then on Kartrite, also I think you have that -- that base is kind of blended in with some other projects in the supplemental. What is the expected basis in that if you can remind us that? And then also remind us how that yield will work, whether it comes on a little bit at a time or whether day one you started a certain yield on that cost?

Well, again, on the improvements about a couple of hundred million dollars; and remember, right now we're operating that, Tony, under a logic model. So the yield, what we've said is for this year being the opening year, we expect little contribution for that in 2019.

And what's the anticipation when it's kind of fully up and running? Like what do you think the yield on that couple of hundred million is?

Again, I think we would be in part of that overall development if we could get to low to mid 7s, we would think it was a very solid relative to how it activated that entire investment.

And then, last question for Mark; I think you touched on some of the changes on the accounting side with the right of used assets and the ground where you see in subleases. Can you bottom-line what impact those changes had on FFO, if any?

It didn't have any impact.

Thank you. And our next question comes from Brian [ph] of RBC Capital Markets. You may proceed with your question.

So, I guess first question on Schlitterbahn. Is that pay-off contingent on getting the deal done? And if they don't, do they have an alternative way to pay you back?

Again, what we can tell you Brian is that they've expressed a very high degree of confidence that they've got multiple alternatives to deal with this. We've talked to several of those; so we have a high degree of confidence that it will get executed.

Okay. And then now that Greg's been there about two weeks, I guess, where do you see kind of the most opportunities with the new CIO?

Again, what we talked about and we'll talk about them in the third place, he's joining us here today, he is just not speaking. So, we've got to be very careful that I don't say something too much, but we've talked about in our comments his background has been in that experiential space. So, I think that's -- on the immediate front that's where he's going to be able to help lead those efforts. And as we're talking about today, not only with existing but help push us and find new opportunities within those spaces; so it's both increase our pace of investments but also the breadth of those investments as well.

Thank you. Our next question comes from John Massocca of Ladenburg Thalmann. You may proceed with your question.

Good morning. So, maybe going back to the comments you gave earlier on the call on CLA; can provide more color on the revised structure with Crème in terms of transferring the assets and just -- any impact that may have on the rent? Crème will end up paying in kind of 2020 and beyond, I'm imagining it's not going to affect what CLA pays you through 2019.

It's actually not going to affect either. I think from our standpoint, the big issue for us is -- the primary thing is we didn't want to get involved in groups and creditors fighting over the amount of money that was being paid, we don't really care. We just want to get our properties transferred and so we continue on that path. And I think it's our belief that it's not going to have any impact relative to what's in our numbers or the speed at which we're able to execute this. So, we don't really see any impact to us.

On tangible level, what's kind of the impact of giving up on pursuing this? I'm assuming this is like the physical operating asset of Properties? What do you think is going to be transferred to Crème as a result of this change from CLA? Is this the physical operating assets of the Properties?

Yes, the Properties. It's the same things; we're going to be transferred under both scenarios. This really is not changing our either in terms of what assets are transferred, how they're transferred, and the speed at which they're being transferred.

Okay. And then maybe touching on kind of Collin's question a little bit more with regards to some of the potential recreation assets that may be structured under kind of a lodging restructure. Are any of those in your 2019 kind of investment spending guidance beyond what you've already closed year-to-date?

Yes, unless it's some additional like follow-on with Kartrite to finish it but it's not nothing new.

And then was there any positive kind of guidance impact from taxes versus the guidance you guys provided last quarter? And if there was, can you provide some color on that?

No, we anticipated that as far as that benefit we got in the first quarter; so no change in guidance as a result of that.

[Operator Instructions] And I'm not showing any further questions at this time. I would now like to turn the call back over to Greg Silvers for any further remarks.

Thank you, everyone. We appreciate your time and attention and we look forward to talking to you at the end of next quarter. Thanks for your participation. Thanks everyone. Bye, bye.

Thank you. Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program, and you may all disconnect. Everyone have a wonderful day.