Good day, and thank you for standing by. Welcome to the Q1 2024 EPR Properties Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand your conference over to your first speaker today, Brian Moriarty, Senior VP of Corporate Communications. Brian, the floor is yours.

Thank you, Stacy. Thanks for joining us today for our first quarter 2024 earnings call and webcast. Participants on today's call are Greg Silvers, Chairman and CEO; Greg Zimmerman, Executive Vice President and CIO; and Mark Peterson, Executive Vice President and CFO. 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, intend, continue, believe, may, expect, hope, anticipate or other comparable terms. The company's actual financial condition and the results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of those factors that could cause the 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. Additionally, this call will contain references to certain non-GAAP measures, we believe are useful in evaluating the company's performance. A reconciliation of these measures for the most directly comparable GAAP measures are included in today's earnings release and supplemental information furnished to the SEC under Form 8-K. If you wish to follow along, today's earnings release, supplemental and earnings call presentation are all available on the Investor Center page of the company's website, www.eprkc.com. Now I'll turn the call over to Greg Silvers.

Thank you, Brian. Good morning, everyone, and thank you for joining us on today's first quarter 2024 earnings call and webcast. In the first quarter, we were pleased to continue the momentum established during the fourth quarter of 2023, executing investment spending across our target experiential property types. Our coverage levels remain strong, and we believe are indicative of the resiliency of the experiences our customers offer. The box office remains in line with our expectations, and we look forward to seeing the results of the coming months as key titles come out. More broadly, I'd like to highlight some of the significant strides made to our overall value proposition as we move into 2023 -- 2024. Strengthened experiential portfolio, we have continued to diversify and strengthen our portfolio of experiential properties. As evidenced by our coverage metrics, we remain focused on growing an experiential portfolio that is built for the long run and is able to sustain various economic cycles. Expanded investment opportunity set. While we are currently constrained in our capital deployment, we have been actively cultivating our unique relationships and exploring new potential investments that align with our experiential portfolio. This work provides a foundation for future investments and growth in our portfolio. Economically rationalized theater exhibition business. We saw a strong rebound in the box office last year. And while we anticipate that the 2024 box office will be slightly down versus 2023, we know that this is driven by delays in titles as opposed to consumer demand, and that 2025 looks excellent. Additionally, we firmly believe that the debate around streaming versus theater exhibition for movies has been resolved. As studios look for high potential ROI on movie production costs, theater exhibition remains the essential primary distribution channel with streaming complementing the ecosystem downstream. A high-quality balance sheet. Our balance sheet, coupled with significant free cash flow allows us to fund our anticipated investment spending while also supporting a well-covered monthly dividend. And we are committed to sustaining these important attributes as we work toward an improved cost of capital. Finally, as we've stated previously, we're working diligently to control the factors that we can control. While macroeconomic factors can and have had a significant impact on our business, we continue to focus on being positioned for success. Now I'll turn the call over to Greg Zimmerman to go over the business in greater detail.

Thanks, Greg. At the end of the quarter, our total investments were approximately $6.9 billion, with 358 properties that are 99% leased, excluding properties we intend to sell. During the quarter, our investment spending was $85.7 million, 100% of the spending was in our experiential portfolio. Our Experiential portfolio comprises 288 properties with 51 operators and accounts for 93% of our total investments or approximately $6.4 billion. And at the end of the quarter, excluding the properties we intend to sell, was 99% leased. Our Education portfolio comprises 70 properties with 8 operators. And at the end of the quarter, excluding the properties we intend to sell was 100% leased. Turning to coverage. The most recent data provided is based on a December trailing 12-month period. Overall portfolio coverage for the trailing 12 months continues to be strong at 2.2x. Trailing 12-month coverage for theaters is 1.7x, with box office at $8.9 billion for the same period. Our theater coverage reporting assumes that the Regal deal was in place for the entire trailing 12-month period. Trailing 12-month coverage for the non-theater portion of our portfolio is 2.6x. Now I'll update you on the operating status of our tenants. Our theater coverage is at 2019 levels even though North American box office remains well below 2019 levels. We continue to see sustained increases in food and beverage spending and spending on premium large-format screens. Our portfolio is well positioned to benefit from these trends. And importantly, the box office generated from our high-quality theater portfolio continues to outperform the industry. Turning to Box Office and the state of the industry. Q1 North American Box Office was $1.6 billion, while Q1 performance was down 6.6% from Q1 2023 as a result of strong performances by Dune: Part Two; Kung Fu Panda 4;…

Thank you, Greg. Today, I will discuss our financial performance for the first quarter, provide an update on our balance sheet and close with an update on 2024 guidance. FFO as adjusted for the quarter was $1.13 per share versus $1.26 in the prior year, and AFFO for the quarter was $1.12 per share compared to $1.30 in the prior year. Note that out-of-period deferral collections from cash basis customers included in income were $0.6 million for the quarter, were $6.5 million in the prior year, resulting in a decrease of $0.08 per share versus prior year. Now moving to the key variances. Total revenue for the quarter was $167.2 million versus $171.4 million in the prior year. Within total revenue, rental revenue decreased by $9.3 million versus the prior year. The positive impact of net investment spending in the current quarter and prior year was more than offset by the reduction in out-of-period deferral collections that I just mentioned, as well as a reduction in rental revenue related to the Regal restructuring that took place in August of 2023. Additionally, percentage rents for the quarter increased slightly to $1.9 million versus $1.8 million in the prior year. Recall that percentage rent is expected to be recognized for the first time later this year for theaters under the Regal master lease. Based on the current film slate, we expect that all of this percentage rent will be recognized in July of Q3, the last month of the lease year. The increase in mortgage and other financing income of $2.4 million was due to additional investments in mortgage notes in the current quarter and prior year. Both other income and other expense relate primarily to our consolidated operating properties, including the Kartrite Hotel & Indoor Waterpark and 7 operating theaters. The…

Thank you, Mark. As we are all learning to operate in a higher for longer environment, our portfolio continues to demonstrate the resilience of consumer demand for value-oriented experiential assets. Additionally, we're off to a solid start for our investment spending and disposition targets. In summary, we continue to be positioned to succeed for our shareholders with a well-covered dividend and a path for growth. Now let's open it up for questions. Stacy?

[Operator Instructions] Our first question comes from Joshua Dennerlein of Bank of America.

Greg, you mentioned in your prepared remarks, you're capital constrained, but I also noticed you have 3 categories of properties you want to reduce the early childhood education, private school and theaters. How do you think about tapping those for capital recycling?

Again, I think, Josh, we clearly have and will continue to explore that. Again, our first priority is probable to deal as we can with vacant properties because not only are they not income producing, but there's cost associated with that. But as we move and see as markets and other opportunities become available, we definitely will continue to look at those. I think the obvious choice -- I mean, there's no doubt the theater market remains challenged. Greg and his team have done a great job of executing on some of those. But our Education portfolio is one that as we start to marry opportunities with capital needs, we're going to explore further. Greg, I don't know if you have...

Yes, Josh, it's a strong portfolio, obviously, 100% leased with revenue and EBITDARM and continuing to grow. So I think it's actionable at the right time.

Okay. Got it. And then Mark, I just wanted to go over the guidance, some of the guidance line items. Just what gets you to the high and low end of the percentage rent guidance? And then could you remind us where the operating properties income like flows through the guidance lines and just like, what gets you a high and low end this year?

Sure. Probably the biggest variable on percentage rents is probably the theater portfolio. Remember, with the Regal lease, we have a low threshold. So we expect to be in percentage rents. And then that's all going to be contingent on Box Office and more specifically, how our individual properties perform. Beyond the theaters, there's other percentage rents that can go up or down, certainly based on the performance of other property types, but probably the biggest variable is theater percentage rents. As far as how operating properties flow through the income statement, you have on the consolidated side, you've got the 7 operating theaters and Kartrite and those are operating properties that show up in other income and other expense. So we guide to those. You can see the guidance on Page 24 of our supplemental where we give a range for other income and other expense to get a sense of what those numbers will be. In addition to the operating theaters there in the Kartrite, there is some other income and expense that can go through there, like FX and so forth. But the primary thing is those operating properties. And then the other operating impact is really on the JV side, which is reported as equity income or loss from joint ventures, and we also provide guidance on that along with the FFO impact from those joint ventures. So that's our properties in St. Petersburg and then the RV parks. And those are, again, operating properties that we have a percentage interest in.

Our next question comes from Smedes Rose with Citi.

I'm just wondering when you talk to your tenants, I guess, particularly maybe on the operating side, are they seeing any or voicing any concerns around consumer propensity to spend? I mean, as you know, there's been rising concerns around the health of the U.S. economy, particularly kind of a middle market consumer. And I'm just wondering, if you're kind of have any thoughts along that front?

Yes, Smedes, again, we continue to be as close in contact with them as we can. We're not seeing -- clearly, the concern is being voiced, but we're not seeing it flow through to the numbers. I think there's a general kind of concern broadly that is in the media and in the discussion point. But so far, flowing through the numbers, as we talked about and Greg talked about in his comments about EBITDARM up, especially kind of in the Eat & Play area, which we would see kind of sooner. If you talk about, again, even today, if you saw Cinemark's report out earlier today, they're talking about strength and the continued food and beverage spend with moviegoing. So even though there's no doubt it's a concern, we just haven't seen it materialize. Greg?

No, I think that covers it, Greg.

And then I was just wondering on the vacant theaters remaining for sale, can you just remind us -- remind me, I guess, what is sort of the progress since the last quarter? Is it still the same status in terms of like purchase and sale agreements or has there been any incremental progress, I guess?

Yes, Smedes. So obviously, we announced we sold 1 theater in Q1, and we have 3 of the 8 remaining Regal's under contract of sale. That's about the same as last quarter. We have had some ins and outs on LOIs, which, as we report every quarter is usually a function of whether folks want to get a zoning variance or make changes to the underlying real estate. So sometimes they feel like it's going to take longer than they thought. We do have interest in all those remaining Regal. We also have significant interest in the AMC, which is in Hamilton, New Jersey. And then we're starting to get interest in the Xscape Theater, which we just terminated at the end of Q4. So we feel pretty good. In general, since COVID, we've sold our terminated leases for 16 theaters, and we averaged around 6 a year, plus or minus, and we feel pretty good about that cadence this year.

Our next question comes from Todd Thomas of KeyBanc.

This is Antara Nag-Chaudhuri on for Todd Thomas. I was just wondering on the investment front, could you talk about the pipeline for new acquisitions and sale leasebacks? I know the pace is running a little ahead for your guidance, but is there a potential to deploy more capital? And are you seeing yields trend higher above the 8% that you discussed for new deals that you're underwriting?

Greg?

I would say -- I'll let Greg comment as well. I think, as always, right now, our opportunities that exceeds our cost -- our available capital. So we're being selective in what we're doing. I think on the cap rate, there's clearly pressure to move those yields. It's that fine line of risk versus reward and quality. So I think what we would say is we're comfortably in the 8s, but that it's -- that continues as more and more capital is constrained that moving those numbers up is something that I think everybody is dealing with. But Greg?

Yes, I agree. I'd say there's upward pressure on cap rates. And we still continue to see opportunities in most of our verticals that are actionable and we'll continue to work on those throughout the year.

Okay. And if I could just follow up back to the theater portfolio and the percentage rent discussion, you mentioned that your theater portfolio is outperforming the overall industry. Does that change the math around Box Office targets and the Regal percentage rent as we think about how the rest of the year may play out?

No. This is Greg Zimmerman. In general, as we say, we have 3% of the screens in the country and we generate 8% of the Box Office. In our theater portfolio, the vast percentage of our percentage rent is with the Regal portfolio and Mark discussed that. We expect to have percentage rent in Q3 and we're monitoring the Box Office performance of those individual theaters.

I would say, and Greg, you can comment on this is our Regal portfolio is performing as expected. I mean, again, their market share is as we kind of underwrote it, it's -- when we say we're outperforming, we were outperforming last year, we're still continuing to outperform. But what's going to impact the percentage rent is these next 3 or 4 months. If you look at the film calendar, it was always heavily weighted to the second half of the year and the summer kind of season. That kind of really kicks off, as Greg said, kind of in May, with the title start -- really starting to flow then, and the upside, downside is really going to be governed by these next 3 or 4 months. We're hopefully optimistic. Things are tracking as we had projected them, and we'll just have to see how the titles play out.

Yes, we'll see starting this weekend, the fall guy opens. And currently, our projections are that we should have at least 4 films in May that are around $100 million or greater.

Our next question comes from Ray Zhong with JPMorgan.

I guess my first one is a follow-up on the remaining spending for the year. I was adding all the things that you guys already teed up for the rest of the year with the actuals that got printed this quarter. It seems like you guys are roughly already at the low end of the range. You guys mentioned there's some pressure on the yield. So just curious to know our negotiation taking a pause with the rate coming up in the past 2 months or is continuing at this -- right now, just try to think about it, is it more back-end loaded for the remainder of [ $50 million ] or so or it could happen anytime as well.

Well, I think it's trying to be measured. Again, as we have limited capital we're always trying to balance the needs of a good deal right now versus what we might see in the third quarter. So I think Greg and his team are trying to do a good job of always holding back some degree of capital so that we have opportunities to meet the needs of either our existing tenants or something opportunistically that comes forward, while also balancing some of the things that a question was asked earlier, can we accelerate some of our dispositions to take advantage of that? And Greg and his team are always trying to look at that balance and say, okay, what have we got right now? What you saw this quarter was a really nice mix of, a, we've got a new attractions tenant, which is great. We got a new relationship and a relationship agreement to look at future deals with them. But we also supported existing tenants with the end readies and we got really what we think are strong deals there. So it's trying to find that right balance within a world of limited capital and striking that balance for the entire year because if we spend everything in the first quarter, while that's great for earnings, that challenges us to be opportunistic as the year runs through. So it's -- Ray, it's trying to hit that balance.

Got you. Got you. That makes sense. And on capital source side, you guys mentioned the priority is to deal with the vacant theaters for now. Anything you guys are contemplating on the theaters that are well covered? And any guess on the cap rate, if ever, that would be helpful. Is there any color on that.

Yes. I mean the challenge is as the industry has recovered, we really still have not seen a lot of transactions on what we would call very strong theaters I think that market is getting better. There's no doubt. Clearly, the overhang of the industry is behind us, people are seeing. And if you look at 2 of our major 3 operators, they have as good or better balance sheets than they had in 2019. Clearly, Regal's is much better and Cinemark is just as strong as they retire some of their largest -- some of their bonds earlier this quarter. So I think that market is developing. But Greg?

I agree. And I wouldn't be able to hazard a guess on cap rates because, as Greg said, we just haven't seen any trades of theaters that are cash flowing because if it's a decent theater, people are holding on, betting on the recovery, which obviously is playing out and will continue to play out through the end of the year and into 2025.

Our next question comes from Rob Stevenson with Janney Montgomery Scott.

Greg or Greg, you indicated that TopGolf was going to refresh some more locations in the portfolio. What does that look like in terms of dollar invested on those type of refreshes and what do they do? And are you guys funding that? And if so, what are the expected returns? And any changes to the lease term or bumps, et cetera?

Yes, Rob, I wouldn't know exactly how much it is because they fund 100% themselves. They figure out which ones they want to refresh. So we don't -- there's no change to the lease term, and we don't get a return on it. But we're happy, obviously, when our tenants are investing in our real estate. What the refresh consists of is replacing the outfield grass if and then also a paint and polish on the existing asset, the restaurants, that sort of thing. So again, we're always thrilled when our tenants are investing in our real estate.

Yes. I mean I think it's safe to say, Rob, it's millions of dollars. And so what we take that on is commitment to the existing location. If someone is spending millions of dollars to continue to refurbish an existing location, two, it talks about the wear and tear and how busy they are. And b, it talks about the commitment of the tenant to the ongoing operations of that location. But no, we don't spend any of our dollars on that. It's totally TopGolf's investment.

Is that because of their cost of capital? Or is that because you guys would rather that they do it? I mean, are you turning down this type of stuff? Because a lot of times, it's the landlord that does this and then you extend the lease, et cetera on improvements. And so it's -- to your point, it's rare that the tenants go and invest this money on their own.

Again, they have not approached us, but it would be our indication that this much like we see in our theater business and everything as FF&E and other things need to be replaced, that it's their responsibility. We have certain standards that we put in our lease that they have to maintain to, and we would just see this as part of an ongoing responsibility that we see with all of our tenants.

Yes. And it's not unique. I mean, Vail has refreshed their assets of ours and so as Six Flags. So not unique.

We generally invest in real estate, not FF&E and sort of refurbishment or painting and sort of for the best use of the tenant.

Okay. And then how are you guys thinking about incremental investment in California these days. There's been some talk about potentially expanding the $20 minimum wage to other industries with multiple locations nationally. I'm wondering how that would impact your types of tenants and your desire to invest in that state going forward?

Well, obviously, we are in the midst of opening the Murrieta Hot Springs Resort in Murrieta, California. We had a soft opening in February, and it will be fully opened this summer. So we continue to feel like good locations in California are worth investing in. I would say as a general proposition, we're investing in larger assets. So looking at the value over time.

Our next question comes from Michael Carroll with RBC.

I guess, Greg, earlier in your prepared remarks, you talked a little bit about new potential investment opportunities that you're continuing to kind of mine your relationships to find those deals? I mean, should we think about these as different property types that you're currently not investing in? I guess, what are those discussions and what type of properties are we talking about?

No, I think they're all solid within the verticals, Michael. But I'll give you an example -- a couple of examples. We did the deal at the end of the year with Mirbeau, which is a family business, great fitness asset, and we have a relationship agreement with them. So we feel like that's helping to expand our fitness and wellness category. As Greg and I both mentioned, we're really happy with Water Safari in Old Forge. It's been around for probably 50 years. It's a great asset in Central New York in the Adirondack's. And again, we have a new operator, and as Greg mentioned, a relationship agreement with them. And then obviously, we've had an ongoing relationship with Andretti. So we're thrilled to be able to do a couple of more Andretti deals. So we're always looking within the verticals. And what I'd like to tell my team is we're expanding the aperture of the vertical.

Okay. And then I guess, what are you doing specifically to kind of strengthen those relationships? Is it just kind of like talking to those stakeholders within the space and deploying capital? And smaller deals that you can make sense and then when your cost of capital improves, then you can be prepared to be more aggressive deploying capital into those verticals?

Well, and I'll jump in on this. I think Greg and his team have done a great job of -- and we talked -- and you hear him talk about this phrase relationship agreement. What we think about a relationship agreement is not only are we going to do this deal, but we're going to see every deal that you're involved in as we go forward, and we have a right to do those deals. So it's not an obligation, but it's creating pipeline for us as they grow their businesses we are their preferred capital partner. So when we are in an environment where we have limited capital, it's not good enough for us to have this deal. We want this deal and an opportunity to grow with that tenant going forward. And every one of the instances that Greg just mentioned, not only did we do a transaction, but we got a relationship deal which will give us a pipeline to future growth. So it's not only about deploying capital today. It's about creating that opportunity to deploy capital for years into the future. And Greg and his team have done a great job of doing that.

And then I guess just last one for me. Historically, where do these tenants typically get financing. I'm assuming that, that market is pretty dried up right now, and they're looking to create these relationships with people like you, so they can grow their business?

Again, I would say that for most of these groups that they are they have grown with banking relationships. And at this point in time, they've either outgrown those banking relationships because they've gotten to a next tier of size or as always, the regional banks are not as aggressive on doing more real estate loans. So I would say it's primarily in that world.

Yes. And I would also say, Michael, look, if you want to grow and maybe not within a certain jurisdiction, then a regional bank is probably going to be less helpful than we are because we'll go anywhere over the U.S. as long as our underwriting supports the location. So I think once people start to deal with us, they learn that we bring a lot to the table that your typical banking relationship in terms of advice and things that we see trends across the industry.

And I think as you get to that next size like an Andretti's, candidly, a lot of our triple-net competitors have done Andretti's deals. But once again, we have these kind of relationship agreements that allow us to see certain things so we can be selective in where we're doing it, and then others in the triple-net world maybe doing deals with them, but we're aware that several of our competitors have done deals with them.

I'm showing no further questions at this time. I'd now like to turn it back over to Greg Silvers for closing remarks.

Well, thank you, everyone, for joining us today. We look forward to probably meeting with all of you and investors in NAREIT coming up shortly. Have a great day, and thanks for attending. Bye-bye.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.