Greg Zimmerman
Analyst · Truist. Your line is now open
Thanks, Greg. At the end of the first quarter, our total investments were approximately $6.7 billion with 369 properties in service and 97.3% occupied. During the quarter, our investment spending was $11.7 million and was entirely in our experiential portfolio, comprising build-to-suit development and redevelopment projects that were committed prior to the COVID-19 pandemic. Our experiential portfolio comprises 284 properties with 44 operators is 97% occupied and accounts for nearly $6 billion of our $6.7 billion in total investments. We have three properties under development. Our education portfolio comprises 85 properties with 15 operators and at the end of the quarter was 100% occupied. I now want to turn to our customers' reopening schedules and to update you on our deferral agreements and rent payment time lines. We have ongoing discussions with our major exhibitor partners about their reopening plans. There have been several stops and starts owing to the pandemic. But as of today, the major exhibitors have announced their intent to reopen in mid to late August to prepare for the release of Tenet on September 3rd for the Labor Day weekend. Openings will be state by state, city by city. Given the varying impact of COVID-19 throughout the country, we do not anticipate that AMC, Regal or Cinemark will be able to open 100% of their theaters in their first reopening phase. As the past several months have demonstrated, reopening plans are entirely dependent on the studio's release schedule, which has been pushed back based on governmental restrictions. As we mentioned on our Q1 call, while ongoing social distancing requirements will limit capacity in most theaters given typical seat utilization metrics theaters should have sufficient capacity to meet demand. Our exhibitor partners have developed comprehensive COVID-19 safety plans, the safety and comfort of their employees and guests is top of mind as they come back to the movies. As life begins to return to normal, seeing movies on the big screen in a theater will as it has always been an exciting cost-effective out-of-house entertainment option. We expect the remainder of 2020 will be a slow ramp-up as customers grow more comfortable coming back to the movies with social distancing protocols and studios better understand the exhibitor's ability to deliver box office results. The current 2020 film slate, which is subject to change, includes Tenet, Death on the Nile with Kenneth Branagh, The Empty Man, Honest Thief with Liam Neeson, Wonder Woman 1984, Black Widow, No Time to Die, Coming to America and Dune. The 2021 film slate was strong before the pandemic because a number of films have pushed to 2021 were bullish. The 2021 film slate includes strong offerings A Quiet Place Part 2, Top Gun: Maverick, The Fast and The Furious 9, Spider-Man 3, Ghostbusters After Life, Jungle Cruise, Jurassic World Dominion and MI7. We believe the studios is pushing these releases to 2021 is strong evidence of their commitment to the exhibition industry and the big screen as the best format for major releases. I want to spend a minute updating you on our other major customer groups as of August 4. Approximately 88% of our non-theater operators are open. These businesses continue to implement social distancing guidelines to comply with state and local requirements. Performance remains fluid, depending on the impact of COVID-19 in each locale. At a high level, performance has generally exceeded our operators' expectations in the face of an ever-changing and hugely challenging environment. We believe this performance has clearly demonstrated that our drive-to value-oriented destinations are resilient. We have not seen any meaningful impact to our portfolio from reduced airline travel. 35 of our 36 top wealth locations, all four of our Andretti Karting locations and the majority of our family entertainment centers are open. All but one of our U.S. gyms are open. About 56% of our attractions are open. Attractions have been negatively impacted by the increased spread of COVID-19 in California, Arizona and Texas. As we indicated on our Q1 call, a few attractions may miss all or part of the season due to governmental health and sanitation measures and the financial feasibility of operating with a reduced occupancy and a truncated season. Except for the Kartrite hotel and indoor Water Park, all of our experiential lodging assets are open. Kartrite remains subject to New York State's phased reopening plans. Given we will miss the entire summer season, we are planning for a Kartrite reopening in spring of 2021. Resorts World Catskills remains closed because of New York reopening orders. We continue to believe the ski season opening will not be impacted. Turning to our education portfolio. All of our early childhood education centers have reopened. They continue to ramp up operations, consistent with applicable state and local requirements. Their ramp-up is impacted by hotspots throughout the country and the timetable for parents to return to work. Most of our private schools were forced to close in Q2, but quickly pivoted to online learning. As we head to the fall they're evaluating state and local requirements to determine if they can go back to in-person learning, need to develop a hybrid of in-person and online learning or can only provide online learning. We anticipate all of our private schools will be open for in-person hybrid or online learning in the fall. We'll have more clarity over the next 30 days as public schools determine their reopening plans and tuition payments for the fall come due. I want to take a moment to update you on the status of our cash collections and deferral agreements. Tenants and borrowers have paid approximately 21% and 28% of second quarter and July 2020 pre-COVID contractual cash rent and interest payments respectively. We anticipate that our permanent rent reductions will total approximately 5% to 7% of annualized pre-COVID contractual cash rents and interest payments, the bulk of which relates to the AMC rent reduction I'll discuss in a few moments. We've diligently worked with our customers to structure appropriate deferral and repayment agreements to facilitate their ability to reopen efficiently and to help ensure their long term health, while also protecting our position and rights as landlord. Our goal has been to help them through a period, where they have significantly reduced or no cash flow, ramping back to a more stabilized cash flow. We've individually tailored each deal, taking into account the variables impacting each business and improved our position through various arrangements. With regard to 18 of our top 20 customers, we have executed agreements or, in several cases, no deferral agreement is required. Between executed agreements and those customers for whom no agreement has been required, we have addressed 85% of our annualized pre-COVID contractual cash rent and interest payments. We are actively negotiating documents with the remainder of our customers and are very close to finalizing and executing agreements with all customers, comprising the lion's share of our lease space and cash revenue. Our agreements are generally structured to ramp up rent and mortgage payments through the end of 2020 and, in some cases, beyond 2020. Repayment of deferred amounts typically commences in 2021. Depending on the deferred amount and to allow our customers some breathing room, the deferral repayment period generally extends beyond 2021. The vast majority of our arrangements provide repayment of all deferred rent. In a few cases, we have provided rent concessions, but in each case we've received equal or greater value through additional lease term, additional collateral or other benefits. In virtually every case, our customers have paid and continue to pay third-party expenses, including ground rent, taxes and insurance. Finally, I want to provide an update on AMC. We executed a comprehensive agreement with AMC to meaningfully reduce our risk, improve our collateral and enhance our position in the event of a reorganization proceeding. We also provided AMC with appropriate deferrals and rent relief to weather the COVID-19 pandemic. To summarize, through this agreement, we created a Master Lease structure which reduces our risk in the event of restructuring, extended our average lease term by nine years and we've given ourselves the option to reduce our concentration to AMC, by transitioning seven theaters. We entered into a Master Lease for 46 of our 53 AMC theaters, where we extended our average lease term by nine years to 15.5 years in four staggered individual tranches and included fixed escalators of 7.5% every five years on fixed rent. For the remaining seven AMC theaters, we have the right, but not the obligation, to recapture any or all of these to either sell for another use, or to lease to another exhibitor. In return, we reduced AMC's annual fixed cash rent by approximately $26 million, or 21%, to approximately $96 million. We also deferred rent for April through June 2020. That deferred rent is included in the $96 million of fixed cash rent in the Master Lease and in the rent under the seven individual leases. Repayment will be made in equal monthly installments over the 14-year term of the first tranche of the Master Lease, or the term of each of the seven individual leases. Additionally, to allow AMC to ramp up, in lieu of fixed contract rent and repayment of past deferrals, from July through December 2020, AMC will pay percentage rent equal to 15% of gross sales, with the difference to be added to the deferred rent payments. For the month of July, the company expects no percentage rent, because AMC theaters did not reopen. For additional details on the agreement, please see our 10-Q to be filed after this call. Mark will provide additional color on the revenue recognition and cash collection implications of our prospective rent deferral and repayment agreements. I now turn it over to him for a discussion of the financials.