EPR Properties (EPR) Earnings Call Transcript & Summary

Hello, and welcome to the EPR Properties Q4 2024 Earnings Call. [Operator Instructions] Also as a reminder, this conference is being recorded today. If you have any objections, please disconnect at this time. I will now hand the call over to Brian Moriarty, Senior Vice President of Corporate Communications.

Great. Thank you, Layla. Thanks for joining us today for our Fourth Quarter and Year-End 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 results to differ materially from these 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, which we believe are useful in evaluating the company's performance. A reconciliation of these measures to 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 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 Fourth Quarter and Year-End 2024 Earnings Call and Webcast. We are pleased to have delivered 3.4% earnings growth for the full year 2024 when removing the impact of out-of-period deferred rent and interest collections from both years' performance. Overall, while navigating a challenging macro environment, our portfolio continued to demonstrate resilience as we continue to grow our experiential portfolio in a disciplined manner. The Box Office performance in the second half of 2024 demonstrated its strength when supported by ample titles, and we're pleased to report that it ended the year well above initial expectations. Additionally, this was the inaugural year to activate and begin to benefit from our percentage rent structure as defined in our Regal master lease. We anticipate continued upside with this structure in the coming years as we expect sustained growth in Box Office revenues as the number of wide releases grows. Additionally, we saw continued solid performance in our Eat & Play sector. This sector is anchored by TopGolf, which has remained resilient, and it's also supported by other differentiated successful operators, including Andretti Indoor Karting & Gaming, with whom we continue to expand our relationship. Separately, during the first half of the ski season, our ski, our properties benefited from improved weather conditions versus the previous year, and we look forward to a solid second half of the season. Notwithstanding our capital-constrained environment during the year, we continued to expand our experiential portfolio by effectively utilizing our operating cash flow and through limited use of our line of credit. Additionally, we made further progress on reducing our theater and education investments and recycling those proceeds into other experiential assets. As we look forward to 2025, we anticipate that we will deliver approximately 3.5% earnings growth, at the midpoint of our guidance, through an efficient sourcing of capital, which is not dependent upon any equity issuance. Lastly, our strong balance sheet and conservative financial management have allowed us to operate successfully in the current macro environment. Within this context of this disciplined approach, we are pleased to announce a 3.5% increase in our monthly cash dividend to common shareholders. Following this increase, our dividend will remain well covered, and we will retain significant financial flexibility. Now I'll turn the call over to Greg Zimmerman, who will cover the business in greater detail.

Thanks, Greg. At the end of the quarter, our total investments were approximately $6.9 billion with 346 properties that are 99% leased or operated, excluding vacant properties we intend to sell. During the quarter, our investment spending was $49.3 million. 100% of the spending was in our experiential portfolio. Our experiential portfolio comprises 278 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 vacant properties we intend to sell, was 99% leased or operated. Our education portfolio comprises 68 properties with 8 operators, and at the end of the quarter, excluding the vacant property we intend to sell, was 100% leased. Turning to coverage. The most recent data provided is based on a September trailing 12-month period. Overall portfolio coverage remains strong at 2x, down slightly from last quarter. Trailing 12-month coverage for the non-theater portion of our portfolio was 2.5x, again, down slightly from last quarter. Trailing 12-month coverage for theaters remained at 1.5x, evidencing stabilization from the impact on the release schedule from the writers and actor strikes. Turning to the operating status of our tenants. We continue to see a rebound in North American Box Office. Q4 Box Office totaled $2.3 billion, up 26% from Q4 2023. 2024 Box Office was $8.6 billion, down only 4% from 2023. After the severe impact of the strikes on the release schedule dissipated, Box Office recovered significantly in the second half of the year. We are confident the impact of the strikes is behind us. Box Office gross ties directly to the number of titles released, particularly wide releases from the 9 major Hollywood studios, which typically generate around 2/3 of the North American Box Office gross. The current calendar reflects 138 titles for 2025, 78 major studio releases and 60 small studio releases. For context, at this point in 2024, there were 64 major studio releases on the calendar, down from 100 in 2023 because of the strikes. The 78 major studio releases currently scheduled for 2025 are forecast to gross $800 million more than the major studio releases scheduled at this point in 2024. Q1 is off to a nice start with Box Office through this week at $991 million. We are pleasantly surprised with the strength of Dog Man, which grossed $36 million on its opening weekend, making it the second-highest grossing animated film released in January and has grossed $80 million to date. In Q1, 2 titles are projected to gross over $200 million, Captain America: Brave New World, which opened over President's Day weekend, generating the best overall Q1 weekend since 2020 and has grossed $143 million to date; and Snow White, which opens March 21. We are optimistic that the quantity and quality of the slate for 2025 and into 2026 will continue to propel an upward trajectory in Box Office. The 2025 slate includes the Fantastic 4, First Steps; Mission Impossible: The Final Reckoning; How to Train Your Dragon; Superman; Jurassic World Rebirth; and Avatar: Fire and Ash. We are estimating North American Box Office for calendar year 2025 to be between $9.3 billion and $9.7 billion. Turning now to an update on our other major customer groups. Despite some pressure in operating expenses and in select cases, revenue, we saw good results across our drive-to value-oriented destinations. Both Q4 and Q4 trailing 12-month revenue and EBITDARM were up across our ski portfolio over the respective same periods in 2023. Most of the portfolio has benefited from early season snowfall and pass sales continue to help drive business. Andretti Karting is under construction in Kansas City, Oklahoma City and Schaumburg, with openings scheduled for mid-2025 and early 2026. In 2025, we anticipate TopGolf will self-fund at least 4 refreshes at EPR properties. The refreshes generally include replacing the outfield turf and lighting, repainting and updating sign. While our Eat & Play coverage remains strong and above pre-COVID levels, both Q4 and Q4 trailing 12-month revenue and EBITDARM were down slightly over the respective same period in 2023. Many of our attractions were closed for the season in Q4. In December, the Hotel de Glace at Valcartier celebrated its 25th anniversary. We anticipate the 100,000 square foot indoor water park addition at the Bavarian Inn in Frankenmuth, Michigan, will open in Q1 2025. Over the past 2 years, our customer has added a family entertainment center with an ice cream shop and laser tag, a ropes course and bowling lanes, all of which have driven revenue growth. Construction of the extensive expansion at the Springs Resort in Pagosa Springs continues with opening scheduled for spring 2025. Across our Fitness & Wellness portfolio, we saw increases in both revenue and EBITDARM in the trailing 12 months through December 2024 over the same period in 2023. Our Education portfolio continues to perform well. Our customers' trailing 12-month revenue across the portfolio through September was up 2%, while EBITDARM over the same period decreased by 3%, driven largely by operating cost increases. With respect to our consolidated operating properties, managed theaters continue to show improvement with the Box Office recovery. This improving performance is being offset by some of the revenue and expense pressures we're seeing at our Kartrite Hotel & Indoor Waterpark. We continue to work in good faith with our joint venture partners and lender to identify a path forward for our 2 St. Beach (sic) [ St. Pete Beach ] hotels significantly damaged by hurricanes in 2024. And as noted in our Q3 earnings call, we expect this will result in the eventual removal of the hotels from our portfolio. Additionally, during Q4, we made the decision to exit our unconsolidated equity investment in the Camp Margaritaville RV Resort in Breaux Bridge, Louisiana. The park meaningfully underperformed expectations and will require significant ongoing capital infusions to service the nonrecourse debt and property operations. As a result, subsequent to the end of the quarter, we reached an agreement with our joint venture partner to exit the joint venture and our interest in the assets. We continue to have interest in 2 unconsolidated joint ventures that hold the Jellystone Park Warrens and Yogi Bear's Jellystone Park Kozy Rest RV Parks, with a total combined carrying value of $14 million as of the end of 2024. These 2 assets showed Q4 trailing 12-month growth in revenue and EBITDARM over the same period in 2023. We are disappointed with the performance of our operating properties. The volatility of performance and expense pressures, including significant increases in insurance, are all part of the normal course of business for our tenants. However, they are not for us. Fundamentally, we have decided that juice isn't worth the squeeze in terms of performance, especially given the depth and strength of our net lease portfolio. Accordingly, we will no longer pursue these types of investments. During Q4, our investment spending was $49.3 million to fund experiential projects, which have closed, but are not yet open, bringing the total in 2024 to $263.9 million. Subsequent to the end of the quarter, we acquired Diggerland USA in West Berlin, New Jersey, 20 miles East of Philadelphia for $14.2 million. Diggerland is the only construction-themed attraction and water park in the country and is our second investment with IAM, which further diversifies our tenant base. In 2024, we added the award-winning Iron Mountain Hot Springs Resort in Glenwood Springs, Colorado to our list of outstanding Hot Springs properties. We also acquired Water Safari Resort in the Adirondacks and funded the development of 3 new Andretti Karting locations in Greater Kansas City, Oklahoma City and Schaumburg, Illinois. We continue to see high-quality opportunities for both acquisition and build-to-suit redevelopment and expansion in our target experiential categories. Given our cost of capital, we will continue to maintain discipline and to fund those investments primarily from cash on hand, cash from operations, proceeds from dispositions and with the borrowing availability under our unsecured revolving credit facility. We're issuing investment spending guidance for funds to be deployed in 2025 in the range of $200 million to $300 million. We have committed approximately $150 million for experiential development and redevelopment projects that have closed but are not yet funded to be deployed over the next 2 years. We anticipate approximately $105 million of the $150 million will be deployed in 2025, which is included at the midpoint of our 2025 guidance range. In Q4, we sold a vacant former Regal, a vacant former Xscape theater and a vacant former KinderCare School for combined net proceeds of $9.3 million, resulting in a net gain of approximately $112,000. For 2024, disposition proceeds totaled $74.4 million and the company recognized a net gain on sale of $16.1 million. Subsequent to the end of the quarter, we sold a vacant early childhood education asset for a gain of $1 million and net proceeds of $3 million. As of today, we have no vacant education assets. Also subsequent to the end of the quarter, we sold another vacant Regal theater for a gain of $2.7 million and net proceeds of $6.1 million. Since early 2021, we have sold 25 theaters. We have 1 remaining AMC theater for which we have an executed purchase and sale agreement. 20 months after the conclusion of the Regal bankruptcy, we have sold 10 of the 11 former Regal theaters we took back in bankruptcy. We currently have 2 former vacant Regals, one from the bankruptcy and one which Cinemark was operating, and as we previously announced, was closed last September. Cinemark currently manages 3 former Regal theaters. Coming out of the Regal bankruptcy, it was our intent to sell the vacant theaters first, and once on a good trajectory, to turn our attention to selling most of the managed theaters. Because we made significant progress in disposing the vacant Regals, we are actively marketing the remaining 3 Cinemark-managed theaters. We have signed purchase and sale agreements for 2 of these 3. Although there can be no assurance, we anticipate these sales will occur in the first half of 2025. In addition, we have signed purchase and sale agreement to sell 2 theater properties to a smaller operator that currently leases both locations. Again, although there can be no assurance, we anticipate this sale will occur in the first half of 2025. We are issuing 2025 disposition guidance in the range of $25 million to $75 million. Finally, given the events of COVID and the subsequent writers and actors strikes over the past several years, we believed it was important to bifurcate our coverage universe to demonstrate the impact of these events on our theater versus our non-theater portfolio. As we are now 12 months removed from strikes and film production is normalizing, for calendar year 2025, we will return to our normal coverage reporting on the portfolio as a whole. In addition, over the past several years, we have worked closely with our tenants to get more timely and detailed reporting. As such, our coverage metrics will be based on a trailing 12-month basis as of the end of the quarter we are reporting other than the education component, which will be through the previous quarter. I now turn it over to Mark for a discussion of the financials.

Thank you, Greg. Today, I'll discuss our financial performance for the fourth quarter and the year, provide an update on our balance sheet and close with introducing 2025 guidance. FFO as adjusted for the quarter was $1.23 per share versus $1.18 in the prior year, and AFFO for the quarter was $1.22 per share compared to $1.16 in the prior year. Before I walk through the key variances, I want to explain some items excluded from FFO as adjusted and AFFO. During the quarter, we continued to make progress reducing our investments in theater and education properties and recycling those proceeds into other experiential assets. First, we recognized a net gain of $112,000 on the sale of 2 vacant theaters and 1 vacant early childhood education center, for which we received net proceeds totaling $9.3 million. For the year, disposition proceeds totaled $74.4 million. We recognized a net gain on sales of $16.1 million. Second, we have 2 operating theater properties as well as 2 theater properties leased by a smaller theater operator under contracts to sell, with closings expected on all 4 properties in the first half of 2025. During the quarter, we recognized noncash impairment charges of $40 million related to these properties. However, we expect that the proceeds from these sales, once redeployed into other experiential assets, will be accretive to earnings while also reducing the volatility in reported earnings associated with operating properties. In addition, during the quarter, we made the decision to exit our unconsolidated equity investment in operating RV property located in Breaux Bridge, Louisiana. The RV property underperformed expectations and would have required an ongoing capital infusion to service the nonrecourse debt and property operations. We finalized our exit of this investment earlier this month. Accordingly, during the quarter, we recognized $16.1 million in impairment charges on joint ventures to fully write off our carrying value. We also received $1 million in exchange for the sale of our remaining subordinated mortgage note receivable on the property. Accordingly, during the quarter, we recognized $10.3 million as provision for credit loss. We continue to have interest in 2 remaining unconsolidated joint ventures that hold 2 operating RV properties with a total carrying value of $14 million at year-end. Now moving to the key variances. Total revenue for the quarter was $177.2 million versus $172 million in the prior year. Within total revenue, rental revenue increased $378,000 versus the prior year. The positive impact of investment spending was offset by a decrease due to a $2.5 million lease termination fee and $0.6 million in out-of-period deferral collections from cash basis customers recognized during the prior year. Within rental revenue, percentage rents for the quarter were $4.7 million versus $6.2 million in the prior year. The decrease was due to less percentage rent recognized in the current period from 2 cultural properties that were sold early in the year as well as lower percentage rent from our gaming tenant and from certain attraction properties. The increase in mortgage and other financing income of $3.7 million was due to additional investments in mortgage notes over the past year. Both other income and other expense relate primarily to our consolidated operating properties, including the Kartrite Hotel & Indoor Waterpark and our operating theaters. Please note that we had 6 operating theaters during the current period versus 7 during the prior year as we closed one of the operating theaters during the third quarter of '24 that we plan to sell. As I mentioned earlier, we also have 2 of the remaining 6 theater properties we are operating currently under contracts for sale. On the expense side, G&A expense for the quarter decreased to $12.2 million versus $13.8 million in the prior year due primarily to lower payroll costs, including noncash share-based compensation expense as well as lower professional fees. Interest expense net for the quarter increased by $3.1 million compared to prior year due to an increase in borrowings under our unsecured revolving credit facility as well as a decrease in interest income on short-term investments. And lastly, FFO as adjusted from joint ventures for the quarter increased by about $900,000 versus the prior year, due primarily to the avoidance of off-season losses and interest expense from the decision to exit joint venture investments in 2 hotel properties in St. Pete Beach, Florida, as discussed last quarter as well as the JV investment in Breaux Bridge, Louisiana I discussed earlier. These increases in FFO were partially offset by higher expenses, including insurance and interest at the remaining joint ventures. Shifting to full year results. FFO as adjusted was $4.87 per share versus $5.18 in the prior year, and AFFO was $4.84 per share compared to $5.22 in the prior year. On the next slide, I thought it would be helpful to illustrate the impact on growth in FFO as adjusted per share for 2024 when you remove the impact of out-of-period cash basis deferral collections from 2023 of $36.4 million or $0.48 per share and from 2024 of $0.6 million or $0.01 per share. As you can see on the slide, FFO as adjusted per share growth without deferral collections from 2023 to 2024 was 3.4%. Turning to the next slide, I'll review some of the company's key credit ratios. As you can see, our coverage ratios continue to be strong with fixed charge coverage at 3.2x and both interest and debt service coverage at 3.8x. Our net debt to adjusted EBITDAre was 5.3x for the quarter. If you adjust this ratio to include the annualization of investments put in service, acquired or disposed of during the quarter and the annualization of percentage rent and participating interest as well as other items, this ratio was 5.1x at quarter end, which is at the low end of our targeted range. Additionally, our net debt to gross assets was 40% on a book basis at year-end, and our common dividend continues to be very well covered with an AFFO payout ratio of 70%, both for the fourth quarter and full year. Now let's move to our balance sheet, which is in great shape. At year-end, we had consolidated debt of $2.9 billion, of which $2.7 billion is either fixed rate debt or debt that has been fixed through interest rate swaps, with an overall blended coupon of approximately 4.4%. Additionally, we only have $300 million of debt maturing this year. As you can see, our liquidity position remains strong with $22.1 million of cash on hand at year-end and only $175 million drawn on our new $1 billion revolver, which positions us well going forward, and provides us great flexibility in our approach to refinancing the upcoming $300 million debt maturity. We are introducing our 2025 FFO as adjusted per share guidance of $4.94 to $5.14, representing an increase over the prior year of 3.5% at the midpoint. Note that due primarily to the timing of expected percentage rents, which are heavily weighted to the last 3 quarters of the year as well as the fact that the first quarter is off-season for our operating properties, we expect results for the first quarter of 2025 to be lower than the full year divided by 4 by about $0.10 per share. As we have discussed previously, given our cost of capital, we are limiting our near-term investment spending. We are providing our 2025 investment spending guidance of $200 million to $300 million. We are also providing guidance for disposition proceeds for 2025 of $25 million to $75 million. We expect percentage rents and participating interest of $18 million to $22 million. The midpoint of this guidance reflects an increase of over $5 million versus the prior year. This increase is primarily related to percentage rents expected from theaters subject to the Regal master lease, and is offset by certain properties that have base rent increases in 2025, causing the breakpoint for percentage rents to go up. We expect G&A expense of $52 million to $55 million. The midpoint of this guidance reflects an increase from prior year of about $3.4 million. This is primarily due to an increase in payroll and benefit costs, including noncash stock grant amortization, and to a lesser degree, an increase in franchise taxes due to a refund received in 2024 and increase of costs associated with adding additional Board members. On the next slide, guidance for our consolidated operating properties is provided by giving a range for other income and other expense. Since our remaining investments in JVs is only $14 million, and the FFO impact going forward is expected to be nominal, we are no longer providing guidance for our operating JVs. Guidance details can be found on Page 24 of our supplemental. Finally, based on our expected 2025 performance, we are pleased to announce a 3.5% increase in our monthly dividend, beginning with the dividend payable April 15 to shareholders of record as of March 31. We expect our 2025 dividend to be well covered with an AFFO per share payout continuing to be at about 70% based on the midpoint of guidance. Now with that, I'll turn it back over to Greg for his closing remarks.

Thank you, Mark. Our results continue to demonstrate the consumer demand for experiential offerings. With Box Office off to a strong start, we are excited about a more normalized release schedule. I want to thank all of our tenants, partners and associates for their contributions in 2024. Facing many challenges, we delivered solid results, and we are excited about the opportunities before us in 2025 and beyond. With that, why don't I open it up for questions? Layla?

[Operator Instructions] Our first question will come from Rob Stevenson with Janney Montgomery Scott.

How are the 2 remaining RV parks performing versus the Louisiana one that you exited?

Again, I'll let Greg also jump -- Greg Zimmerman also jump in. But I think we're seeing better performance. I think, again, if we go back and look at Breaux Bridge, we would look and say the Margaritaville conversion of that did not work for that property. It was not the right decision. And -- but the others have been more established. We didn't really change the branding of that. We just kind of have expanded the offerings. But Greg?

I think that's right, Rob. They're both Jellystone products, which have been around for a long time. On Kozy Rest, we have a number of things that have been under construction for a couple of years. So we're not really normalized yet. We expect a number of cabins that we had added last year to come online this year, along with some of the amenities. So we're feeling better about those performances.

Yes. As I said in my comments, we expect the go-forward contribution from those 2 for '25 to be nominal. The one is up and running and doing well. And the other one, as Greg said, is kind of normalizing. So it was put in service this year, has a full interest expense burden, but it's certainly on a good trajectory. But overall, that number should be pretty nominal from a non-FFO point of view.

Okay. That's helpful. And then in terms of future sort of investments, how are you thinking about some of the other sort of lodging-type assets like the Hot Springs and other assets that aren't attached to a waterpark, is that something that you're still interested in? Or is that not likely to be a significant investment going forward for you guys?

No. What I think you should think about this in terms of, Rob, is not the fact that we don't like that space, but we don't like operating versus net lease or fixed income structures. So where we can be in a situation of, like I said, net leasing -- and likewise, we have a Margaritaville RV Park that's on a lease in -- yes, in Pigeon Forge that's doing very well. Again, what we have experienced with whether it be insurance cost or some of these others, the volatility that is introduced to us as a result of being the operating partner is not something I think investors value, nor is it something, as Greg pointed out candidly, the juice isn't worth the squeeze. So again, we still like some of these sectors, but we like them in our kind of net lease environment.

And then you had also mentioned Hot Springs Resorts. We are very bullish on the Hot Springs area. I think we're one of the leading investors in the country in that. And I would say there is a lodging component of those, but it's really part of the overall attraction, which includes the ability to do a day pass and so we don't view those as pure lodging play as well.

Okay. And then beyond your development pipeline, where are you seeing the best investment opportunities given your improved cost of equity and the strong balance sheet today?

Well, again, we're very bullish on Fitness & Wellness. And again, we're just really proud to have a great portfolio, including we added Iron Mountain last year. We're seeing good traction in the attraction space. I mentioned we were able to acquire Diggerland in Q1. And I think we're seeing good opportunities in almost all of our verticals right now. So we're just being very careful given our cost of capital, and we're still seeing a lot of opportunities.

And just to add to that, in the Eat & Play area, we've got the Andretti Karting that we're doing 3 new locations, and that's performing well.

Our next question will come from Anthony Paolone with JPMorgan.

And just to maybe continue with some of the questioning along Rob's lines. Your -- if you look at your guidance, your growth rate is pretty competitive with the peer set. And if we look at the midpoint of your capital deployment net of sales, a lot of that's already even in the bag it seems with what you've committed to. So I guess where do yields need to be right now for you to get interested in kind of deploying more? And I guess you talked about what areas are most interesting. But just how does the deal flow look like relative to history?

Well, I would say the deal flow is pretty consistent kind of, Tony. And I think where we get excited more about -- there's 2 different standards there. Again, I don't think our equity cost of capital is where it needs to be for us to raise capital. But on the margin, could we get to the higher end of our range depending upon when some of these asset sales happen? Yes. I mean I think we think the depth of our opportunity set is -- would allow us to do that. We just need to kind of -- we're conscious of our balance sheet and maintaining that kind of investment-grade fortressed balance sheet. But Mark, maybe you have...

Yes. On the cost of capital side, both our equity cost has come down quite substantially recently, and our debt cost continues to come down. So if you kind of do the equity multiple approach and your debt in a 60-40 relationship, we're in the low 8s right now, cost of capital. We'd like to see at least 100 basis points or 150 basis points of spread. So we're not quite there yet to do incremental over the [ $200 million to $300 million ] that we're talking about here for next year and what we did this year, but it's certainly moving in the right direction.

Okay. And then just my second one on Kartrite. I appreciate the exit from operating and what you've done with some of the other ones. But I mean, how do you think about the long-term options with that one because it is, I think, still the most sizable of the pack there?

Yes, Tony, again, we've had numerous challenges every year, whether it's been shut down or last year, the balcony challenge. Again, we have to remember that we entered into that transaction to activate the gaming. And on an overall basis, we look at those on a combined basis, and we're doing quite well on the ground lease of that. Yes, again, would we like to, at some point in the future, get out of the operating of that asset. Its performance needs to step up to allow that, but it's definitely something we will and we'll continue to look at and explore.

Next question will come from the line of Bennett Rose from Citi.

I wanted to ask you just on the percentage rents, you mentioned, I guess, a continued expected improvement in the Box Office. But just to achieve kind of the higher end of the range, is that really a Box Office-dependent factor? Or is there something else in there that could help drive you those numbers up?

I mean the performance -- there's percentage rents across a number of different properties. So you could have outperformance in any of the properties, but probably theater box office driving that Regal percentage number is probably the most significant to get to that higher end range, which is only -- our range is only $18 million to $22 million. So we're talking about maybe $2 million more at the high end.

I think also, again, Smedes, just like all of us, additional investment, timing of that investment, all of those things factor in to get to the higher end of the range when we think about getting to the higher end of earnings range. So I think there's better performance in some of the operating -- so there's a lot of contributing factors that could drive us to better than the midpoint. I think we've given the market our best expectations on where Box Office will come in. And I think our stated range at the midpoint is consistent with that.

And then would you -- for the 2 remaining JV properties, I realize that they're, I guess, relatively small overall. But are you -- would you expect to exit from those, the Jellystone and Yogi Bear properties that you mentioned?

Again, we're just going to have to see on a relative value on what they contribute. As you said, it's relatively insignificant. I don't think we're committed to necessarily owning them for the long term, but their contribution is such that it's -- they're performing fine. If we get an opportunity to exit and redeploy that into a more net lease investment, I'm sure we'll take a look at that over time.

Our next question will come from the line of Michael Goldsmith with UBS.

First question is just can you outline what you're assuming for credit loss for the year and just some of the thought process around that and how that compares to maybe prior years?

Yes. Let's start with mortgages. Credit loss on mortgages is booked through the credit loss model for GAAP. So that's kind of booked on an ongoing basis. I'd say, overall, it's probably about 1% of EBITDA, which is about $5 million. So we've got, I think, about that amount of cushion kind of baked in for bad debts.

And that's consistent with what we do every year.

Got it. And then just a follow-up question is on funding the 2025 investments, right? You've got a little bit of room on the revolver, but then you also mentioned kind of how you also have 2025 debt maturities of $300 million. So can you talk a little bit about how you plan on funding maybe just on the debt as well? And it sounds like you're not quite there on issuing equity. So can you just talk about the interplay of those 3?

Sure. Yes. Let me just run through the sources and uses. At the midpoint, we've got uses of investment spending at $250 million. And like you said, we have a loan maturity for $300 million, so $550 million on the uses side. And on the sources side, we've got $50 million of dispositions at the midpoint and free cash flow of about $120 million roughly. So it's $175 million of sources. So that -- if you didn't do any long-term financing, that would increase your line by about $380 million. So we'd be about -- add that to the $175 million that we're at year-end, we would be about half drawn on the line. So we've got -- we could do it that way. Or -- and more what we have in our plan is ultimately to term that out and do a bond deal, which would, call it, a $400 million bond, which would take our line down to under $200 million. So I think the point is we have flexibility given the fact that we could fund the whole thing on our line and only be half drawn. But our intention is to ultimately term that out. And I think with respect to that, we've got a lot of flexibility. Also, we've got room in our laddering for a 5-year, a 7-year or of course of a 10-year. So I think we've got a lot of flexibility to kind of watch the market and determine the right time to potentially do a bond deal.

Our next question will come from the line of Michael Carroll with RBC Capital Markets.

I want to touch back on percentage rents that you guys were kind of highlighting. I guess, Mark, can you kind of break out what is the non-theater percentage rents versus the theater percentage rents? And do you expect the non-theater percentage rents to be largely stable in '25 versus '24? I guess how does that specifically change between the 2 years?

Yes, we don't break that out. I mean the large part of the increase is the Regal master lease. And the rest of the properties, we've got some puts and takes. But in some cases, there is a rent bump. So the percent rent might go down slightly, but you're getting it and then rent just shifts location on the income statement. But overall, fairly stable year-over-year, but for the caps, and then, of course, you have on the Regal side, the increase from the box office.

Okay. And then related to the Regal lease, what's included in guidance, I know that, that lease year ends in July and you provide us a Box Office guidance for 2025. So does the full year 2025 Box Office guidance differ too meaningfully from the Regal lease year Box Office expectation?

No, I would say, Michael, that it's not meaningfully different when you look at it July to July. If you look -- remember last year, we started talking about the acceleration of the Box Office in the second half. And so on a run rate basis, those are fairly consistent.

Okay. Great. And then just one clarification on Kartrite. I know you were talking to Tony about this. How is -- or how are those properties performing? I know if you look at the other income guidance, it looks like you're assuming it's largely flat between '25 and '24. So should we assume that your expectation for Kartrite is it kind of stays where it is right now through 2025? And do you think that's a conservative estimate?

Again, I think here is the thing that, again, what we talk in operating properties. Even when we get better performance, we get slammed with insurance costs like we did this year. So it's very difficult to climb out and kind of make continued progress. So I think we're keeping it in the fashion that we have. We continue to work to make progress on that. It's -- as I said earlier, it's had a multitude of challenges getting started with shutdowns, the balconies, things of that nature. Operating expenses are running significantly higher than we anticipated. So we continue to work through that.

Yes. I'd say overall, other income and other expense, obviously, are both coming down as we sell these 2 operating theaters and the timing of that could affect those 2 numbers, but that's one thing to point out. The second thing is, in the theaters that we do operate this year, we do expect performance to improve given, the Box Office improvement. But it's kind of, as Greg said, kind of being offset by some of the Kartrite particularly on the expense side, expense pressures like insurance. So that's why we guided kind of at the midpoint sort of a breakeven net breakeven scenario.

Our next question will come from the line of Upal Rana with KeyBanc Capital Markets.

What do you guys think that drove the stronger second half in the movie theater business? Because it came in ahead of even your projection that you gave during 3Q earnings. Was it just more movies? Or is it something else that you think will continue into '25 and beyond?

Again, and I'll let Greg jump in, I think fundamentally, as we've always said, quantum of titles matters, and we got back to a more normalized kind of titles. And when you have the number of titles, the consumer gets into the habit of going to the movies. So again, we think that, that kind of -- it feeds itself. And so that tenor and tone of enough movies to get people more into the habit, we think will carry into '25 and beyond. But Greg?

No, I think that covers it. Yes.

Okay. Great. That was helpful. And then of the $200 million to $300 million investment guidance you provided, how are you planning on allocating that capital across either development, acquisitions, mortgage notes and JVs, given in '24, almost half of your investment volumes were towards mortgages?

Yes. As I say all the time, it's an art, not a science. We try to do the best deals that come before us. In general, it usually ends up being about 50-50. I can't say we target that, but that's generally how it comes out. Now we mentioned we're finishing up a couple of development projects, including the Andretti Karting deals. And then obviously, Diggerland, which we've already acquired, was an acquisition.

I do think it's important though that we draw a distinction. Most of our mortgages lead to ownership. So again, most of these investments that you saw last year where we are investing and it's a mortgage structure, it may have historic tax credits that we can't convert until we get outside the period or things of that nature. But these aren't long-term mortgages. There are a structure to a path toward ownership. And that's what most of ours are.

Not short-term mezzanine.

Yes.

Our next question comes from the line of [ Janik Allen ] with Bank of America.

You've had a lot of success and traction with the theater dispositions. I was hoping you could talk to kind of the depth and breadth of buyers out there. And as the Box Office improves and you pivot to non-vacant asset sales, kind of any cap rate expectations around that?

So thanks. First of all, I got to shout out to my team. I mean they're just fantastic at the ability to source these deals. For vacant theaters, we're agnostic. We just market them as real estate. So the better the real estate, the better the transaction that we're able to execute. I would say we're not really seeing a lot of visibility on theater transactions for leased properties yet. We did mention that we have one under contract, and we're pleased with the cap rate on that. It's probably going to come in about 9%. Again, as we mentioned, that's subject to closing, it hasn't closed yet. But I do think you're right, as the box office recovers, there will be more of these trades starting to happen.

Great. And then just in conversations with tenants and what you've experienced directly from the operating properties, where do you think we are in terms of kind of the expense pressures? Have we kind of -- will we kind of lap already the peak expenses? Or do you still see some kind of wildcards with insurance?

Again, I think the insurance -- what we're starting to see is that, again, it seems to be kind of topping out. I mean we just had a meeting yesterday where we were talking with insurance people who said that -- again, that's going to be a function of what events occurred. I mean, fortunately, the California wildfires didn't hit many commercial properties. So that one will flow back through on kind of the reinsurance issues. But again, what were kind of 20%, 30%, 40%, 50% kind of impacts over the last 2 years, hopefully, we've seen the peak of that. I didn't say we've seen a peak, but we're going to still see it. That's the challenge. It's just -- it's hard to get your handle on it. And that's not just our operating properties, our tenants are facing that, too, [ Dale ], yes. But again, what we've seen so far is they're managing through that. I mean we saw, as we said, a slight tick down a tenth in coverage, which is really kind of driven by those kind of expenses, but still considerably higher than where we were pre-pandemic. So I think they're managing through it, but it's not without its challenges.

And our final question will come from the line of Ki Bin Kim with Truist. Unfortunately, we're not able to hear you, Ki Bin, so we'll pass to Greg Silver for closing remarks.

Thank you, Layla, and thank you, everyone, for your time and attention today. We greatly appreciate it. We look forward to talking to you through the remainder of the balance of the year and look forward to another solid year. Thank you.

Thanks.

Thank you for joining EPR Properties Q4 2024 Earnings Call. This concludes today's call. You may now disconnect.