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EPR Properties (NYSE:EPR)

Q4 2012 Earnings Call

February 26, 2013 5:00 PM ET

Executives

David Brain – President, Chief Executive Officer, and Trustee

Greg Silvers – Executive Vice President and Chief Operating Officer

Mark Peterson – Senior Vice President, Chief Financial Officer and Treasurer

Analysts

Joshua Barber – Stifel Nicolaus

Craig Melman – KeyBanc Capital Markets

Emmanuel Korchman – Citigroup

Richard Moore – RBC Capital Markets

Yasmine Kamaruddin – JPMorgan

Operator

Good day, ladies and gentlemen, and welcome to the Fourth Quarter 2012 EPR Properties Earnings Conference Call. My name is Erika, and I will be your operator for today. At this time, all participants are in a listen-only mode. We will conduct a question-and-answer session towards the end of this conference. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes.

I will now like to turn the call over to David Brain, President and Chief Executive Officer. Please proceed.

David Brain

Thank you very much. Thank you all for joining us this afternoon. And I’ll start with our preface, which is as follows. As we begin this afternoon I need to inform you that this conference call may include forward-looking statements defined in the Private Securities Litigation Reform Act of ‘95, identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate, or other comparable terms.

Company’s actual financial conditions, results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of the factors that could cause our actual results to differ materially from those forward-looking statements is contained in the Company’s SEC filings, including the Company’s report on Form 10-K for the year ending December 31, 2012.

With that said, I will thank you again for joining us. This is David Brain, the Company’s CEO. You’ve joined us for the earnings call for the fourth quarter 2012 and with me to go through all the news of the quarter of course is Greg Silvers, the Company’s Chief Operating Officer.

Greg Silvers

Good afternoon.

David Brain

And Mark Peterson, our Chief Financial Officer.

Mark Peterson

Good afternoon.

David Brain

I’ll remind you also as we start you have mailed to you at eprkc.com, there are slides that amplify, illuminate some of the compliments going on in this call.

I’ll start with you as I usually do with the headlines for the company, for EPR properties for the fourth quarter of 2012. Number one, the company finishes the year at the high end of increased earnings guidance. Second, material acquisitions made in all primary investment categories. Third, strong outlook for 2013 leads to increased earnings guidance. And the fourth headline, dividend is increased and anticipated to be paid monthly.

I have to say I feel like this is a desirable set of headlines, its always great to report that with the high end of expectations and our outlook is increasing particularly when you can couple this with a strong balance sheet and an attractive and sustainable dividend yield.

Turning to our first headline, company finishes the year at high end of increased earnings guidance. We had a high quality quarter in many respects, which captive year where we performed better than we had expected and let us to increase our FFO guidance several times throughout the year. The company continues to execute well on all aspects of key operations including growing our portfolio with accretive transactions and lowering our cost of capital.

We are also making good progress on redeploying and rejuvenating capital that has been tied up in lower yielding investments. Importantly, all of this is complimented by a strong existing portfolio performance at nearly 100% occupancy with record participating rents and interest as tenant industries performed at very strong levels. Box office revenues set another record in 2012. Charter school enrollment surged upwards by double digits again for the current school year. And our ski portfolio is seeing double digit revenue increases over a tough prior ski year.

Our second headline this afternoon highlights the specific aspect of our solid operations. It is that in the quarter we were able to execute on material acquisitions in all primary investment categories. Greg will add more detail on this, but I’ll highlight to you that we had nearly $100 million in investment spending for the quarter with significant amounts in all three of our key focused investment categories.

We made several acquisitions in our entertainment category and the scope of our holdings was expanded by virtue of a new exciting music anchored destination entertainment venue. In education, we added several new public charter schools notably with several new operators and likewise expanded our recreation investments with the new accessible ski area and a new client in that category. In total, we achieved the upper end of our portfolio guidance range of $300 million for the total year 2012.

Our strong quarterly and year-to-date investment results are one of the key factors leading to the third headline and that is strong outlook for 2013 leads to increase earnings guidance. We’re nearly $100 million of carryover investment spending in 2013 from our 2012 transactions. We expected total level of portfolio growth in the coming year of between $300 million and $350 million.

This combined with our expectation of continued strong portfolio performance and our declining cost of capital bring us to provide 2013 guidance for FFO per diluted share of $3.79 to $3.94, which is up $0.02 over our previous 2013 guidance and 5% at the midpoint above our 2012 performance.

Our final headline this afternoon, dividend has increased and anticipated to be paid monthly follows directly from our robust outlook for 2013, and also reflects the new objective for the company. Consistent with our history, we are increasing our common dividend at a rate comparable to the growth of our per share cash flow. We are announcing an increase in our common dividend of just over 5% that is comparable to the growth in per share cash flow in 2012 and expected for 2013 of 5%. We are raising our dividend to an annual level of $3.16 per share which will keep us at a pay out level of about 80% of FFO per share.

The dividend for the first quarter will as usual be paid in April to beginning in May 2013 we will begin paying our dividend on a monthly basis. EPR has always had a healthy institutional following and ownership, but less retail holdings than many comparable triple net REITs unless we think it’s appropriate for the company and the full value of our shares. In light of that we are undertaking several initiatives to develop greater retail ownership including converting our dividend payment to a monthly structure which is something many retail income investors seek.

With investment grade ratings, 15 years of history and attractive dividend yield and a thoroughly understandable portfolio in business model with sustainable growth, we believe we can approach and find success in greater retail ownership, which should increase the demand for and value of our shares. We have analyzed the potential benefits of increasing the retail ownership and believe the added interest and stability of this investor base could help the longer term valuation of EPR.

With that, I will turn it over to Greg and join you all as we go to questions.

Greg Silvers

Thank you, David. In the fourth quarter of 2012, we continued the positive momentum of the year with approximately $96 million of capital spending in the quarter bringing our year end total to approximately $300 million which was at the top end of our range of capital spending. The capital was deployed across all of our business segments and we continue to see good opportunities to put capital into work in 2013.

On today’s call, I would like to spend a minute highlighting not only the fourth quarter achievements, but also the total year performance of our portfolio along with discussing our plans for 2013.

In the entertainment vertical, our primary asset group theater exhibition continues to perform well. As we had forecasted, 2012 turned out to be a record year with box office revenues up approximately 6% for the full year and with tickets sold or attendance up approximately 4% demonstrating the ongoing resilience of this sector.

Early indications for box office growth of 2% to 5% in 2013, however this prediction will become clear as we get further into the film calendar. With regard to lease [Audio Gap] through exercise or option or new extension or in some cases we’ve introduced a new operator. Furthermore, our current FFO guidance includes the impact of these transactions. Also please note that we have no expiring theater releases in 2014.

During the quarter, we funded approximately $13 million on eight build-to-suit theater projects and five family entertainment projects. Additionally, we provided $22 million of financing for an exciting venue known as the North Carolina Music Factory. This entertainment retail property located in Charlotte, North Carolina is comprised of 183,000 square feet and as anchored by two live performance venues long with restaurant and other entertainment users.

For the year, we deployed approximately $120 million on entertainment investments including theaters with expanded offerings as well as exciting new categories of family entertainment. As these investments indicate we continue to see good opportunities for theatre build-to-suit business as well as other components of our entertainment vertical, which are reflected in the capital spending guidance.

In our recreational vertical, we are pleased to see a return to normal weather patterns and corresponding return to normalcy and the performance for our daily ski portfolio. Through presence, we can – performance is up approximately 20% over the comparable period last year, and with the continued snow weather patterns that we’ve experienced our the last few weeks we’re encouraged about continuation and in fact strengthening of this trend.

In December, we acquired the Wisp Ski Resort in McHenry, Maryland and leased the property on a triple net basis to Pacific Group, a new operator to our family. We continue to believe that investing increasing both our geographic and operator diversity provides a significant risk mitigate and increases the stability of our portfolio. And while we are glad to cold weather return this year, we were pleased that our portfolio could withstand an aberrational 35 or 40 new weather year without interruption of payment.

Our TopGolf investments continue to exceed our expectations for performance with the investment contributing percentage rent in its first full year in our portfolio. During the fourth quarter, we also continued to fund three build-to-suit golf-entertainment complexes with TopGolf, the TopGolf a relationship that will continue in 2013. For the year, we invested approximately $84 million of capital in our recreation vertical including $42 million in the fourth quarter.

With regard to our education portfolio, we continue to be very positive on the public charter school opportunity as the movement sets new records for success. In 2012, we crossed the 6,000 school mark serving over 2.3 million students. For the 2012/2013 school year, charter school enrollment increased by 275,000, and for the five year period enrollment has increased almost 50%. These are powerful statistics and demonstrate that the public charter school moving continues to expand as parents are demanding choice in the education of their children. We continue to make significant progress toward our goal of knowing our connect concentration with the introduction of four new operators in 2012.

As we’ve previously discussed we have identified solutions for approximately 70% of the Imagine assets that for charter given the amount of time before the next school year we remain confident that we will saw the remaining vacancies as well. During the period Imagine as we remain current on all of their rent obligations and we do not anticipate any disruption of payments.

During the fourth quarter, we have invested approximately $13 million related to build-to-suit construction of nine public charter schools, and we anticipate investing over $100 million of capital in the educational space during 2013. For the year, we invested approximately $80 million of capital in the education vertical.

With regard to our Sullivan County New York investment, we have nearly completed the development approvals related to the project. The only significant contingency that remains is Empire raising the necessary capital to fund the construction of the casino complex. We are also excited about other tenancies that are interested and becoming part of this project as it built momentum and enters the construction phase. However, as all of these are contingent upon the anchored casino project we do not want to get to too far front of that project and we’ll provide more details as the contingencies are removed.

Additionally, the company continues to execute on its strategy of exiting the vineyard and winery business. During the quarter, we completed the disposition of the remaining properties related to the Buena Vista winery and vineyard assets as well as sale of the Carneros custom crush facility for total proceeds of $32 million.

During the fourth quarter, we also entered into two agreements to sell an additional lease to winery as well as three other unreleased vineyard and winery properties. We are pleased to be making meaningful progress on the execution of our stated strategy of exiting the space and redeploying the capital into alternative investments. While there can be no assurances that the above transactions will close, we do believe they will and subsequently we will only have approximately 28 million remaining investments in the vineyard and winery space.

Our overall occupancy remains at a strong 98%. For 2013, due to the strength of our investment pipeline, we are raising the spending guidance range that we discussed in our last call. We are increasing our guidance range from 275 to 325 to 300 to 350 million of investment spending. This range of spending includes approximately $100 million of carryover spending related to build-to-suit projects that began in 2012 and will be completed in 2013. As we discuss today, we continue to see quality opportunities across all of our business verticals and expect to grow each of them this year.

With that I will turn it over to Mark.

Mark Peterson

Thank you, Greg. I would like to remind everyone on the call that our quarterly investor supplemental can be downloaded from our website. Now turning to the first slide, FFO for the fourth quarter decreased to $41 million or $0.87 per share from $42.6 million or $0.91 per share in the prior year. FFO as adjusted per share was $0.96 versus $0.90 in the prior year, an increase of approximately 7%.

Before I walk through the key variances, I want to discuss a few of the items that are added back to net income to FFO was adjusted for the quarter. First as Greg mentioned, we completed the sale of two vineyard and winery properties during the quarter for total proceeds of approximately $32 million, recognized a combined net loss of 700,000.

We have also entered into two separate sales contracts to sell us at least winery as well as three other unleashed vineyard and winery properties. While there is no assurance, these sales will close. So we evaluate the carrying value of these assets relative to the value of the sales contracts and impairment charges totaling $8 million were recorded.

We are pleased that we continue to make progress on our strategy of selling our remaining vineyard and winery assets and redeploying the capital to the more productive investments. As of year end, the carrying value of vineyard and winery assets was approximately $55 million and at the additional transaction that’s I just mentioned close as anticipated will be down to a carrying value of about $28 million.

Second as previously announced, we completed the redemption of all our [7.38%] Series D preferred shares at par plus accrued dividends totaling approximately $116 million and recorded a charge of $3.9 million in the fourth quarter representing original issuance and redemption cost.

Finally, we incurred $150,000 of costs associated with the early pay of $4 million secured loans related to our New York Entertainment Retail Center.

Now, let me walk through the rest of the quarter’s results and explain the key variances from the prior year. Our total revenue increased about 11% compared to the prior year to $83.4 million. Within the revenue category; rental revenue increased by $4 million versus the prior year to $61 million resulted primarily from new investments as well as base rent increases on existing properties.

Percentage rents for the quarter included in rental revenue were $0.7 million versus $0.1 million in the prior year and related primarily to the strong performance of our TopGolf entertainment complexes. Percentage rents included in rental revenue for the year were $1.8 million versus $1.2 million in the prior year.

Mortgage and other financing income was $17.1 million for the quarter up approximately $3.2 million from last year. This increase is primarily due to additional real estate lending activities. The slide also includes participating interest which for the full year was $0.9 million versus $0.5 million in the prior year, relates to strong performance at the three Schlitterbahn Water Parks.

Despite our property operating expense increase by approximately $1.3 million versus the prior year due to higher operating costs as well as higher bad debt expense at our multi-tenant properties, a portion of the increase in property operating expense was offset by higher tenant reimbursements for the quarter.

G&A expense increased 350,000 versus last year to $5.4 million for the quarter due primarily to higher payroll related expenses as we continue to support our growth offset by lower professional fees.

Our net interest expense for the quarter increased by approximately $2.4 million to $20.1 million, this increase resulted primarily from an increase in our offsetting borrowings during the call partially offset by the impact of a lower weighted average interest rate on our outstanding debt.

Equity and income from joint ventures decreased by approximately $250,000 to $358,000 for the quarter. This decrease was primarily due to the conversion of our preferred equity investment in Atlantic EPR I to a mortgage note receivable earlier this year.

Finally, preferred dividends decreased by $0.5 million to $6.5 million for the quarter due to the issuance of our Series F Preferred Shares on October partially offset by the redemption of our Series D Preferred Shares in November.

Now turning to our full year results in the next slide, for the year, our FFO increased to $168 million compared to last year to $150.3 million. FFO per share was $3.59 compared to $3.20 last year. Excluding charges, FFO as adjusted per share increased about 8% versus the prior year to $369 million from $343 million.

Turning to next slide, I would now like to review some of the company’s key credit ratios. As you can see from this multi-year summary our coverage ratios have been consistently strong and remain strong for the year with interest coverage at 3.6 times, fixed charge coverage at 2.7 times, and debt service coverage at 2.8 times.

We increased our common dividend by 8% in 2012, and our FFO as adjusted payout ratio for the year was 81%. Our debt to adjusted EBITDA ratio was 4.8 times for the fourth quarter annualized and our debt to gross assets ratio was 41% at December 31. As you can tell by these metrics our balance sheet continues to be in great shape.

Let’s turn to the next slide I’ll provide a capital markets and liquidity update. At quarter end we had total offsetting debt of $1.4 billion all but about $50 million of this debt either fixed rate or debt that has been fixed thorough interest rate swaps with the blended coupon of approximately 5.7%, this compares to a blended coupon a year ago of 6.6%. We had $39 million outstanding at quarter end under our $400 million line of credit and we have $10.7 million of cash on hand. We are in excellent shape with respect to debt maturities, as of December 31, we have no schedule bloom maturities in 2013 and what should be a very manageable amount of such maturities in each year thereafter.

As previously discussed during the quarter, we also issued approximately $121 million of Series F preferred shares of 6% and 5.8% this issuance represented a 75 basis point savings versus Series D preferred shares that will redeemed during the quarter.

And looking back of full year 2012, we raised over $700 million of new unsecured debt in equity, and in doing so significantly reduced our cost of capital. We also continue to make significant strides in our move to an unsecured debt model while always being mindful of maintaining a conservative capital structure in a while later debt maturity profile. With excellent liquidity, lower cost of capital, and a robust invested pipeline that David and Greg referenced, we are well positioned to take advantage of opportunities in 2013 and beyond.

Now turning to next slide, we are increasing our guidance for FFOs adjusted per share to $3.79 to $3.94 from the previous guidance of $3.77 to $3.92. This increase in guidance reflects our latest expectations in terms of investment and financing activities. In addition, as Greg mentioned, we are increasing our 2013 investment spending guidance to a range of $300 million to $350 million from $275 million to $325 million with roughly one-third of the spending expected to be carry-over spending on build-to-suit projects initiated in 2012.

As we have done previously, we think it’s also helpful to invest in shares certain key assumptions contained in our 2013 guidance. First, we expect G&A expense to be approximately $24 million for 2013. Our G&A expense is expected to be approximately $500,000 higher in the first quarter and the full-year number divided by four, primarily due to certain employee benefit expenses that are recognized in Q1 as in prior years.

Second, our FFO per share and investment spending guidance includes the Catskill’s project that is flow. We believe this is prudent given the contingencies which remain for this project to move forward. We will provide the financial details of this project once such contingencies are removed and timing is better known.

And finally, as David mentioned, we are announcing our dividend for the first quarter of 2013 of $0.79 per common share to shareholders of record as of March 28, 2013. This amount represents an annualized dividend of $3.16 per common share, an increase of over 5% from the prior year.

Furthermore, as David also mentioned, we’ll begin paying our common dividend on monthly basis beginning in May for holders of record at the end of April. Thus it is anticipated that investors will actually receive 14 months of dividends on a cash basis during calendar year 2013, no changes are being made to the timing of our preferred dividends.

Now with that, I’ll turn it back over to David for his closing remarks.

David Brain

Well, as we go to questions, I just point out the strong characteristics at all levels reported to you this afternoon of the tenant industries, the companies, our financial structure as well as the outlook for the development of our portfolio. With all that said, I just hope everybody recognized it’s pretty strong at all level and we are very pleased with the situation of the company currently.

With that I’ll turn it over to – open it up to questions. Operator, you there?

Question-and-Answer Session

Operator

(Operator Instructions) And your first question comes from the line of Joshua Barber with Stifel, Nicolaus. Please proceed.

Joshua Barber – Stifel Nicolaus

Hi, good afternoon. Thanks very much and congratulations. Can you guys talk a little bit about the returns that you were getting on the acquisitions in the fourth quarter? And what the sort of going-in rates that you expect on your capital deployments in 2013?

David Brain

Yeah. I will let Greg take that. It tend to be very strong still in the upper-single digits. Greg, why don’t you give..

Greg Silvers

Yeah, I would say our build-to-suit projects are generally running from the call it 9 to 9.5 upwards to 9.25 range. I would say overall are running somewhere 8.75% to 9.75% is the range of cap rates that we are doing.

Joshua Barber – Stifel Nicolaus

Okay. When it comes to Concorde, I know that you mentioned there is a number of contingencies that are still there. Can you give us, I guess, in broad strokes what would be the capital deployment potentially from your end? And what the timing would be on that? And also, how you guys are thinking about the return profile of those particular assets.

David Brain

Yeah. This is – it’s complicated by a number of – our one primary partner there, Empire Resorts and also other people we are talking to. I would just tell you we are not prepared at this time to give a discussion of capital deployment. We have talked about because of the announcements of the potential immediacy of this that we do think that it will be probably something on the order of a two year build period starting in the spring of this year 2013. And probably will, as we see it today, be impactful to something on the order of dime per share.

But beyond that, with regard to investment levels and so forth, we are not prepared to really lay that all out and we will do so though. There are some information available from Empire, they are a public company vis-à-vis the press releases and announcements and so forth. And they’ve announced $300 million spend level at the site, but and that is their money but we’ll discuss the rest of the details of this when they clear their contingencies most notably we think of raising the capital for that spend level.

Joshua Barber – Stifel Nicolaus

Okay, but it's fair to say that there's some of that in your capital spend guidance?

Greg Silvers

No. There is not, we try to make that abundantly clear several times over, but it’s not at this time. Nor the earnings, none of that [Audio Gap] we will build that on when we think the contingencies are clear enough but it is more highly reliable. We think it’s reliable we just don’t think it’s gone to the highly reliable stage at this time and we will wait until then to do that.

Joshua Barber – Stifel Nicolaus

Got it. And lastly, can you talk a little bit about Imagine? I know there have been some stories in the news – in Indiana and Florida, to be specific – on a few of those schools losing their charters. I don't believe any of them, with maybe one exception, are actually owned by EPR. Can you talk about, I guess, the review process going into the springtime on some of those schools? And how some of those schools potentially losing their charter could impact the master lease, Imagine credits, and some of your owned assets?

Greg Silvers

Sure. Every year Joshua, we do a review of our properties and see where they stand and we’ll complete that review. As it relates to the master lease if someone loss their charter as what we saw in St. Louis, we really have no impact to the master lease. We have the ability to either substitute properties or sublease those out to new operators. To the extent that we have a lot more visibility to a property, I think it gives us a lot more flexibility in our ability to move a new operator in there.

And I guess one of the positives that you will take away from the St. Louis experience is, we have much greater experience in knowing how to deal with that issue and getting in front of that issue. We don’t see any impact with regard to Imagine ability to pay nor do we anticipate any sort of payment issues to the extent that we are impacted from a charter standpoint. We think we have plans in place to keep those schools either occupied or swapped out to an occupied school.

David Brain

Broadly speaking, Joshua, just say the statistics Greg gave for the industry are very strong with regard to its growth and it is drawing some attention of increased scrutiny may be on state regulated basis, but this is going to be a good thing. There are as we saw in St. Louis there’s going to be some shake out in some places. Fundamentally we believe the crossed and unitary lease nature of what we have with Imagine will hold up for any issues that we know of and we expect to work through this and be in the fine shape and the industry to be better for it.

Joshua Barber – Stifel Nicolaus

All right, great. Thanks very much. I appreciate it. Good luck.

David Brain

Okay, Josh.

Operator

Your next question comes from the line of Craig Melman with KeyBanc Capital Markets. Please proceed.

Craig Melman – KeyBanc Capital Markets

Just curious. The improved pace of investment spending, obviously, very much a positive. Just curious, Greg, what is it you think that’s driving it here? Is it just a steadily improving economy? People feel more comfortable putting out money, the theater operators obviously feeling better about the box office? Or is it more you guys kind of casting the net a little bit wider on the investment kind of spectrum that you’d be looking at? Just curious if you could point to anything.

David Brain

Sure, Craig. Actually I go to the first two points of that. If you recall, two years ago now, we were coming out of a period where the industry was kind of down. We were coming up of a down year and we had several built-to-suit projects that kind of got throttled back a little and delayed. Whereas now, I mean it is somewhat material in the sense that people are seeing coming off of a very strong year and what appears to be a very strong film calendar that you know the resilience of the consumer actual attendance showing picking up the wide acceptance of some of these enhanced food and beverage offering theaters and the performance that they really started to gain.

I think it’s really got some theater change being on the offensive, I mean we’ve seen several recent transactions in the space through change acquiring other routes, so there is a recognition of warning to grow and get back on a growth path. So it really is kind of I think about a recognition that we’ve got a strong consumer base that continues to value the movies, and that we’re offering new and enhanced product types and people are responding to it.

Craig Melman – KeyBanc Capital Markets

Can you give us an update maybe on the projects you’ve identified year-to-date that would flow through 2013?

David Brain

Well, I can tell you we’ve got eight theater built-to-suit projects that are currently under construction right now. I mean, so if you think about as we’ve talked about before Craig, the theaters generally try to open either in the spring or in the holiday season. So we’ll have projects several that will open this spring, we have several more that will open in the fall and we will also commence other projects that will begin for opening in 2014. And that’s just the cycle that we see, so will we commence another six to eight projects that’s our expectations so that we will have this rolling kind of 12 to 14 projects that are in some stage of built-to-suit at all times for our theater platform.

Craig Melman – KeyBanc Capital Markets

The eight, though, that are under construction, that was stuff that was identified in '12, right?

David Brain

No, no – that was tough, oh, yes, I’m sorry.

Craig Melman – KeyBanc Capital Markets

And anything new that you guys have identified or kind of what the current pipeline is --

David Brain

Absolutely.

Craig Melman – KeyBanc Capital Markets

As we – because we want to get to $200 million, that’s not going to carry?

David Brain

I’m sorry Craig. I misinterpreted your question. Yeah, we probably have got somewhere between eight and 15 projects we’re looking at right now to evaluate if we’re going to do. So we think there is substantial number of opportunities that we will be able to lock on to. We’ve already had several that have gone through our investment committee and gained approval for, so we are well on our way to getting those projects underway.

Greg Silvers

In addition to the carryover, most of that additional spending makes a 200 has names behind us.

David Brain

Absolutely. They are not speculative, we have main projects.

Craig Melman – KeyBanc Capital Markets

Okay. That’s what I was trying to get at.

David Brain

Sorry about that.

Craig Melman – KeyBanc Capital Markets

Oh, no, no problem. And just curious, is it my memory just being a little fuzzy or do the yields that you guys quote on the build-to-suits and overall seem like its maybe coming down a little bit from where you used to be?

David Brain

Not, it’s really I would say those yields are coming kind of 9.25 at sometimes with new operators will be double digits. We also have some existing properties that we are looking at, where we may be a little below that in kind of that higher H number that kind of market pressures going to put that there. But that range, that nine to ten cap range is still solidly where we are at.

Greg Silvers

Hey Craig, we’ve done a lot the ten cap over the years that has probably come down a little bit given the low environment we’re in. But we’re still in a very solid upper single-digit. So it’s may be coming a little, but it’s still we think really attractive.

Mark Peterson

I think the beauty of it is that the cost of cap rates having come down nearly as much as the cost of capital has come down for us.

David Brain

That’s correct.

Mark Peterson

Spreads have actually improved.

David Brain

And remember what we are talking about is initial cash on cash yield. Those are going to go grow. All of ours have escalators, and as we’ve seen in this quarter [Audio Gap] can substantially drive those numbers higher.

Craig Melman – KeyBanc Capital Markets

That’s helpful. And then just one last quick one for Mark. The $700,000 of percentage rents, should we assume that goes closer to zero in 1Q?

Greg Silvers

Yes. Q1 is our lower, definitely our lower period for percentage of reference, 3Q is the highest.

Mark Peterson

Yes, as Greg indicated, most theaters which tends to be the bulk of the portfolio open in that spring season and we calculate those and we true-up and get those percentage rents like in that Q3.

David Brain

Despite second…

Greg Silvers

It tends to be the highest, it tends to be. We have some in now that comes over from Q1 from holiday openings, but Mark will have that…

David Brain

Yeah, it’s not zero. We do have some theater percentage rents that we generally get in March, so really the percentage of rents is never zero for the entire quarter. But in the first quarter certainly lower than some of the other quarters like third and fourth.

Mark Peterson

Yeah. It’s not a ratable number.

David Brain

And the new one, the big one this quarter was TopGolf, which was like 550,000 and that’s going to happen same time the year, later in the year than earlier in the year. So that will repeat. And same with Schlitterbahn generally happens third quarter and fourth quarter as opposed to – those are two big ones that are not on theater guys that really contribute to participating interest in rents.

Greg Silvers

Yes.

Craig Melman – KeyBanc Capital Markets

Great, thank you.

David Brain

Thanks, Craig.

Operator

Your next question comes from the line of Emmanuel Korchman with Citi. Please proceed.

Emmanuel Korchman – Citigroup

Hey guys. Just looking at the 2013 investment spend again, could you help us think about how much of that might be build-to-suit or kind of asset activity versus debt or financing investments?

David Brain

Well, I think the majority of that is going to be build-to-suit activity, I think probably 70%, 80% of that. We sometimes structure some of our ski activity in a mortgage structure and sometimes in our charter schools, where we have certain structures in certain states that either for property tax issues or for some regulatory issues that we do it in a mortgage fashion but the vast majority of that spending is going to be build-to-suit or fee acquisition deals.

Emmanuel Korchman – Citigroup

Great. And looking at your revenue schedule, it looks like Rave’s contribution or Rave’s revenues paid came down significantly quarter-over-quarter?

Greg Silvers

Rave actually sold their chain actually changed hands and several pieces, but there is one piece that’s been announced and that’s reflective of our property and the fact that they sold a significant number of theaters to Carmike. They also sold another group of theaters to another theatre chain and that would probably reflective next quarter in ours and they have another group that they sold to in the third group. The last two of those transactions have not been, they’ve not come out of Hart-Scott-Rodino review, but the one with Carmike has and that’s reflective of these numbers.

Emmanuel Korchman – Citigroup

But they won’t have any impact on leasing? It just won't hit…

David Brain

No, no, no. They just some what, you’ll see a new name, a new name will take over.

Greg Silvers

The income shifted from one client over to another as that just moved around, but no change.

Emmanuel Korchman – Citigroup

Yes. We're just not seeing it because it's not part of the top 10?

Greg Silvers

That’s correct.

Emmanuel Korchman – Citigroup

Right.

David Brain

And then the name is, on ours, would be Carmike…

Greg Silvers

So far…

David Brain

So far, yeah.

Emmanuel Korchman – Citigroup

Got it. And then have you guys seen any significant changes sort of in the competitive landscape for the types of projects that you're looking at? Or maybe as TopGolf becomes more successful, does that impact most of the yields and other people that are sort of approaching that in the same theaters?

David Brain

I mean there’s no doubt that there is always, as we demonstrate the success of these that we have competitive pressures. However, as we’ve said consistently with our, with how we approach that we’ve got, we think that we’ve developed these relationships that we can be value added to our tenants. That we, we think we’re doing a great job with theaters people want to understand our thoughts, we are not simply just providing financing, but we’ll provide our input on what we think works and what doesn’t work. I think we are trying to do that again with TopGolf, we are doing a lot of support with respect to kind of analysis of locations and things of that nature. So we do think that we are providing simply, not just simply money, but more value. But no doubt as anything is successful competition will be there.

Greg Silvers

Our capability that we have developed over the years to support our clients in the entire development process through supporting them in a build-to-suit deal and construction financing and all the way through final is pretty unique. There were still people that like the theater world that still don’t do that, don’t underwrite new theaters and support the build-to-suit, that’s really distinguishing point for us and also in our other categories as well. So I think that still will service well. There are increased competitive pressures as we have more success in the industries and more success with our clients. But we think that will continue to distinguish us and allow us to do business and we evaluate basis for the customer.

Emmanuel Korchman – Citigroup

And the final one from me. David, earlier you had said that a part of Concorde is contingent on Empire funding for their portion. Any chance that EPR provides any funding for them? Or is that not on the table?

David Brain

We do not expect to provide any funding for the development of their project, other than land infrastructure spending to support utilities to the site and so forth. That’s it.

Emmanuel Korchman – Citigroup

Thank you.

David Brain

Okay.

Operator

Your next question comes from the line of Rich Moore with RBC Capital Markets. Please proceed.

Richard Moore – RBC Capital Markets

Hey, good afternoon guys.

David Brain

Hey Rich.

Richard Moore – RBC Capital Markets

On the theater leases that you have done for this year for 2013, as I recall from the last conference call – and I’m not sure if I got this right – there was at least one you were looking at that might have some shrinkage of size possibly. Is that true? And if so, is that – have you figured out what you’re doing there?

Greg Silvers

Actually we don’t, I mean we actually end up working with the tenant that are going to keep the whole space. So as David as talked about before with some new things, there’s been some thought that as you expand to these new food and beverage concepts that they actually may want to keep those spaces, because they actually pick up seeds and create a greater amount of options for the operator and in that case with regard to these expiring leases that we renegotiated or we’ve exercised options on, we’re not actually taking back any physical space. Now what we may do Rich is we understand as what we talked about before that if they do remove seats to go to a kind of a more food and beverage option theater that we will reclaim part of the parking lot that we can then use and either ground lease or sale for pad site.

Rich Moore – RBC Capital Markets

Okay, good. Great. Thank you. I didn’t realize all that. Great. Thank you. And then on the wineries, if I could shift over there for a second, is all that’s left what you identified in the press release is the other properties that you have taken a small impairment on in the quarter, and those are the ones that you’re thinking you’re close to selling?

David Brain

Yeah, we took impairment on a few properties that we expect to sell in the first quarter or second quarter. And then after that we’re down to $28 million of carrying value which really consist of three properties that are – all are leased and generating actually the return on that $28 million is about a 11 cap going forward because it is leased and we’ve written down to a low value. So should be in pretty good shape thereafter and we’ll continue to look at even selling those close to get down ultimately zero.

Rich Moore – RBC Capital Markets

Okay, none of those, though, Mark, are in the planned sale bucket – are in the sale bucket at the moment, where you have agreements, that kind of thing?

Mark Peterson

The $28 million, no.

Rich Moore – RBC Capital Markets

Yes, okay. Great. And then, on the Mount Snow loan, the $43 million that’s coming due in April, what happens there?

David Brain

Our anticipation is that we will extend that number probably for several years. They are starting to get all the development approvals; we’ll see how they go from there. Part of their issue, they’ve got some opportunities whether that be rising outside capital through a variety of ideas and programs. We’ll see, but we rather than to deal with this on an immediate year-to-year pressure, we are probably going to extend that for three years.

Rich Moore – RBC Capital Markets

Okay. And Greg, is that at the same rate, the same 10%?

Greg Silvers

Yeah. Yes, yes that’s correct.

Rich Moore – RBC Capital Markets

Okay. All right. And then, I did have one more on the theaters. Are more of these with the strong – you guys talked about percentage rents and the timing, but with the strong box office receipts, do you think more of the theaters will get into the above breakpoint range and get into the percentage range category?

Greg Silvers

While it’s, we’re hopeful no doubt. And especially as we go to and we start to see the mix, and we start to see things where – with some of the food and beverage options and you’re going from a three and a quarter per cap concession spend to something that $7 to $8 concession spend. We are very bullish on that. And so we’ve got more and more properties that are approaching that. So we are – we clearly are positive on the industry, remain positive on the industry and are hopeful that that will bear fruit. However, I think what you see in our plan historically we try to be pretty conservative with our percentage rent plans and let that be just added bonuses that we have. And Mark you may have a comment on kind of what you think on the plan….

Mark Peterson

Yeah, we are fairly conservative. For example, this year Schlitterbahn on the participating interest side had a record year…

David Brain

We are reducing that number to more of an average type year. So we’re not counting on another record performance, so generally fairly conservative with the respect to percentage, I think in interest. I think the other thing to point out is remember on theaters as the rent goes up, the base rent so does the threshold the breakpoint to really get percentage rent. So some of that kind of shifts from percentage rent to base rent, which is good for the company but keeps percentage rents to obtain on the growth.

Rich Moore – RBC Capital Markets

Right. Okay, I got you. And then – thank you. And then the last thing for me is, so when does S&P upgrade you guys? I mean, I look at the covenants and you're fine on all the covenants. The other two guys have you at investment grade. And so what – what is their deal?

David Brain

Let me address right to Rich.

Rich Moore – RBC Capital Markets

Okay.

David Brain

No, I’m just kidding.

Rich Moore – RBC Capital Markets

That's all, but listening right now, it's okay.

David Brain

I appreciate your comments with regard, we think we are fully qualified and we are fully supported by our performance relative to peers that rank that way, but we are doing what we can, but we're not in control of that. We're working on it.

Greg Silvers

And as David indicates Rich, we have an ongoing dialogue with our group. We keep continue what we continue to do is control, what we can control continue to knock on the door and show the performance, the reliability, the sustainability of our portfolio and at some point that door will open.

Rich Moore – RBC Capital Markets

Okay. And is that something that you regularly review, like once a quarter sort of thing? Or is it longer than that? Like once every six months or a year?

David Brain

You have a kind of the semi-annual call, and it some big event that we’re talking more often that, and certainly on an annual basis you're going doing in-depth review.

Greg Silvers

So we're trying to work on more on a semi-annual basis right now and everything speeded up from what would otherwise been annual process.

Rich Moore – RBC Capital Markets

Okay, very good. Thank you, guys.

David Brain

Thank you.

Operator

(Operator Instructions) Our next question comes from the line of with Yasmine Kamaruddin with JPMorgan. Please proceed.

Yasmine Kamaruddin – JPMorgan

Hi, just a question on the timing of investments in 2013. And can you also comment a little bit on how you plan to fund in that investment?

David Brain

Yeah, Mark you go over the...

Mark Peterson

I can do the first one. Our investments – because there are – there’s a lot of build-to-suit I would just plan and for you plan just to be rather ratably throughout the year.

David Brain

On a quarterly basis, I think that’s a reasonable reflection of what we expect.

Mark Peterson

And then on the financing side, if you think about the midpoint of the CapEx of $325 million we kind of finish the year around 40% leverage, which is where we expect to kind of say, so if you think of that $325 million really think of if is 60% equity/sales of wine properties and 40% debt, so $200 million roughly of equity/wine sales and roughly $125 million of new debt.

Now the good is on the debt we have quite a few options in terms of how we do that, we could open the existing debt, existing issuance for that size we could, we have a term loan, we have accordion features on. And I guess the third option that’s kind of out there, we have some maturities in ‘14 that we could decide to perform and do a larger bond transaction. And we’re particularly enthused about that given that how far spreads have come down in the bond that we just did this year. So we have quite a few options, that last option would provide a little bit longer term, in terms of financing and reset our mark in terms of the spreads that we (inaudible) about that option potentially.

Yasmine Kamaruddin – JPMorgan

Okay, that sounds good. And in terms of how much – for the winery sales, how much do you plan to get from that for 2013?

Mark Peterson

Well we get carry backs went from $55 million to $28 million, that’s about $27 million of sales that we know right now. We’ll continue to market the other properties but around $27 million to $30 million is what we are planning on in the budget.

Yasmine Kamaruddin – JPMorgan

Okay. All right, got it. All right, thank you.

David Brain

Thank you.

Operator

We have no further questions at this time. I will now turn the call back over to David Brain for any closing remarks.

David Brain

Okay, thank you. Thank you [Audio Gap] we always appreciate the opportunity to share the results with you. And that’s it for now. And we'll look forward to talking to you next quarter, and more good things to come. Thank you very much.

Mark Peterson

Thank you.

David Brain

Thank you.

Operator

Thank you for your participation in today’s conference. This concludes the presentation. You all may now disconnect and have a great day.

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