EPR Properties' CEO Discusses Q4 2013 Results - Earnings Call Transcript

Feb.28.14 | About: EPR Properties (EPR)

EPR Properties (NYSE:EPR)

Q4 2013 Earnings Conference Call

February 27, 2014 5:00 PM ET

Executives

David Brain – President and CEO

Gregory Silvers – EVP and COO

Mark Peterson – SVP, CFO and Treasurer

Analysts

Craig Melman – KeyBanc Capital Markets

Anthony Polini – JP Morgan

Daniel Altscher – FBR Capital Markets

Emmanuel Korchman – Citi

Richard Moore – RBC Capital Markets

Operator

Good day, ladies and gentlemen, and welcome to the Fourth Quarter 2013 EPR Properties Earnings Conference Call. My name is Denise, and I’ll be the operator for today. At this time, all participants are in a listen-only mode. Later we will conduct the question-and-answer session. [Operator Instructions]. As a reminder, this conference is being recorded for replay purposes.

I would now like to turn the conference over to Mr. David Brain, CEO. Please proceed.

David Brain

Thank you very much. Good afternoon all. Thank you for joining us. It’s David Brain I’ll start with our usual preface, which is as follows. As we begin this afternoon, let me 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, expect, may, 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 actual results to differ materially is contained in the company’s SEC filings, including the company’s report on Form 10-K for the year ending December 31, 2013.

All right. With that said again I’ll bid you good afternoon. Thank you for joining us on this earnings call for fourth quarter 2013. This is David Brain, the company’s CEO. With me to go through the news of the quarter as usual are company’s COO, Gregory Silvers.

Gregory Silvers

Good morning – afternoon sorry.

David Brain

Company’s CFO, Mark Peterson.

Mark Peterson

Good afternoon.

David Brain

As many of you probably already know, there are slides to accompany this call and you can find those via our website eprkc.com. I’ll start as I usually do with headlines for the quarter and they are for the fourth quarter 2013 number one, year finishes with earnings per share right in line with increased guidance; second, key tenant industries and portfolio performance remains strong; third, portfolio growth achieved also right in line with guidance; fourth, strong balance sheet positions supportive of further growth; fifth, dividend increased substantially; and sixth, 2014 guidance affirmed reflecting continued of substantial portfolio and shareholder results increases. It’s good to join you this afternoon and report these headlines in our fourth quarter and year-end results for 2013. These headlines reflect results of steady material progress along our articulated course for the year, and they are highly repetitious each of our prior quarters, but sometimes repetition can be a beautiful thing.

As indicated by our first headline this afternoon, year finishes with earnings per share right in line with increased guidance. Our year-end reported FFO as adjusted per share of $3.90 was right in the middle of our guidance range as of our last call that had increased this midpoint by $0.02 per share. Thus, we finished the year with an increase of about 6% in this metric over the prior year. We feel very good about this result. We combine with our dividend yield and our relative multiple stability, we delivered a total shareholder return of about 14% for the year, very consistent with our historical record. Our second headline this afternoon, key tenant industries and portfolio performance remains strong. It’s the same as I’ve been reporting to you repeatedly for quarters. 2013 box office and total theatre receipts set another record for the year, making it the eighth out of the last 13 year since the turn of century, to set a new all-time high. Year-to-date performance and expectations for 2014 are for another record year. Similarly our ski park properties this season are running materially ahead of prior year in attendance, and we expect to report to you another very good portfolio segment performance in our next quarterly call after the season concludes.

Our third headline this afternoon, portfolio growth achieved also right in line with guidance, is once again highly repetitious of previous quarters. Our investment outlays for the fourth quarter took our total for the year to over 400 million into our guidance range. This represents more than one-third increase over our prior year total. As it’s clear from this, we are finding substantial opportunities and a good market reception to our approach to build-to-suit transactions in specialty categories where we have substantial knowledge and experience. Importantly, these transactions originate from relationships and not auctions. This provides us greater installation from falling cap rates and the potential threat of rising interest rates. And future portfolio expansion is expected as indicated by our fourth headline strong balance sheet position supportive of further growth. As announced to you on our last call, during the fourth quarter, we sold 3.6 million shares into the market raising net of offering costs a 174 million in common equity. Further, since the end of the year and during the first quarter we have continued to raise equity through our direct share purchase program. Year-to-date we have sold approximately an additional 1.3 million common shares raising approximately 65 million in additional equity. We have continued to be active in this regard because of a robust investment outlook we have for the year, and concerns about market stability give a number of macro-economic issues including in the pace of tapering activity by the Federal Reserve.

Our next headline is nearly everyone’s favorite dividend increased substantially. After the end of 2013, during this quarter, we announced an increase in our monthly common dividend per share for 2013[ph] that equates to $3.42 on an annual basis. This represents an increase in our dividend of more than 8% over the prior year, and based on our earnings guidance for 2014 reflects a payout ratio of about 80%, consistent with the payout ratio in 2013. Also of note, based on recent share prices, this dividend level represents a yield of greater than 6.5%. The last headline I have to offer you this afternoon as usual concerns our guidance and it is 2014 guidance affirmed reflecting continued substantial portfolio and shareholder results increases. We are confirming the initial 2014 guidance of our last quarterly call. As discussed in our last call, based on the significant volume of build-to-suit projects we had either underway or signed, and the attractive set of emplaced property acquisitions before us, we expect 2014 investments of 500 million to 550 million this calendar year. Another nearly one-third increase and a range of FFO as adjusted per diluted share of $4.12 to $4.22, an increase of 7% over 2013 based on the midpoint.

With those comments, I will turn it over to Greg for portfolio details and I’ll join you in a minute after he and Mark have given you more color on the quarter.

Gregory Silvers

Thank you, David. 2013 continued the execution and validation of our stated strategy of focusing on specialty assets that deliver reliable and dependable results, as opposed to competing for commoditized assets with increasingly thinner spreads. In the fourth quarter of 2013, we continued the positive momentum of the year with approximately 151 million of capital spending in the quarter, bringing our year-end total to over 400 million, a 35% increase over the prior year. The capital was deployed across our three investment segments and with our spending guidance for 2014 you can see that we continue to see good opportunities to put capital to work at 2014, with a planned 30% increase in investment spending as a midpoint. 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 plan for 2014.

In the entertainment segment, our primary asset group for theatre exhibition continues to perform well. Once again, 2013 turned out to be a record box office year as the fourth quarter of 2013 was up approximately 10% over 2012, led by the success of the Hunger Game series and the strong showing of Disney’s Frozen. Early forecast for 2014 tend to point a slightly up year-over-year comparison and the Lego movie has gotten us off to a very good start. During the quarter, we funded approximately 25 million, primarily related to the purchase of the remaining interest of our German joint venture partner in two theatres located in Florida and Illinois, as well as the ongoing funding of eight build-to-suit theatre projects. In 2013, we continued to see an increased focus by our tenant operators on the customer experience. This focus included the introduction of expanded food and beverage options, as well as the deployment of more spacious and comfortable seating options including fully reclining seats. Early indications are very positive for these new developments, especially in the 35 plus demographic age group, a traditionally difficult market for exhibition.

Our strong capital spending guidance for 2014 reflects the advantage of our robust relationship driven pipeline. Operators continue to see growth from these expanded offerings along with traditional theatres and EPR is well positioned to be a partner in that growth. In our recreation segment, the cold weather experienced by the Midwest and Northeast has been beneficial to our daily accessible ski portfolio. Through January, our attendance was up approximately 18% over the prior year we’ve experienced over the last few weeks, we’re encouraged as we anticipate the continuation and strengthening of that trend. Our TopGolf projects continue to perform and exceed our expectations and contributed 1.2 million in percentage rent for 2013. During the fourth quarter, we had approximately 85 million of capital spending in our recreational segment, with approximately 70 million of the capital spend on the acquisition of the Camelback Mountain Resort in Tannersville, Pennsylvania. In addition, we committed to fund approximately 110 million for the construction of an indoor waterpark hotel at the base of the resort and the project is already underway. The impact of this construction may be muted in 2014, as our investments spending in the project will be weighted for the latter half of 2014, given the significant amount of capital the operators contributing to the project and our requirement that the operator capital be injected prior to the commencement of our funding.

The remaining 15 million of investment spending in the quarter was primarily related to the continued expansion of our TopGolf portfolio with investments in seven build-to-suit locations under our master lease arrangement. We continue to benefit from the participation rents built in to our leases in the recreation segment and similar to the theatre space, we believe that our strong partner relationships with these operators enhance our pipeline which drives future growth. With regard to our education portfolio, in 2013, we continue to take advantage of the explosive growth within the public charter schools segment as nationwide charter school enrollment increased 13% or 288,000 new students. Total public charter school enrollment now stands at approximately 2.5 million and the number of schools increased 7% in 2013 and now stand at nearly 6,500 facilities. In addition to our emphasis on public charter schools, in 2013 we continued to take advantage of our specialized knowledge within the education segment, to extend our investments to include early education centers and most recently, we made our first investments into private schools with the commitment to fund two schools with bases independent schools, one of our premier public charter school operators. These private school investments represent another extension in the categories driven by the broad demand for quality education. During the fourth quarter, we invested approximately 39.5 million related to the build-to-suit construction of 15 public charter school, five early childhood education centers and two private schools. We continue to see very strong demand for real-estate financing solutions within the education space, and believe that our build-to-suit program provides us a competitive advantage in sourcing transactions that strengthen both our portfolio, quality and our investment returns. We believe this demand will continue to drive the robust investment spending that we’ve demonstrated to-date and which is included in our 2014 spending guidance.

With regard to our Sullivan County New York investment, as we reported previously, proposition successfully gained board of approval and we and our tenant operator are waiting to publishing of actual request for proposal for submission of applications. We continue to believe that the proposal involving our property meets or exceeds all the requirements set forth in the legislation, and we are excited about the opportunity to get the process moving toward a decision. Our overall occupancy remains strong at 99%. As we discussed in our last call, our current investment spending guidance is 500 million to 550 million which at the midpoint represents a 30% increase over 2013 spending. This spending is dispersed barely equally across each of our three asset category. The range of spending includes approximately 300 million or 60% of the stated investment guidance at the midpoint of carryovers spending related to build-to-suit projects that began in 2013 and will carry over into 2014. Given this large amount of carryover, we are confident about our ability to deliver this level of spending and our strong balance sheet that supports our plan.

With that, I will turn it over to Mark.

Mark Peterson

Thank you, Greg. I’d like to remind everyone on the call that our quarterly investment supplemental can be downloaded from our website. Also, please note page 20 is a new page in the supplemental that provides future investment spending estimates for build-to-suit projects in process as of 12/31. Hope investors find this information useful. Now turning to the first slide, FFO for the fourth quarter increased $63.3 million or $1.23 per share from $41 million or $0.87 per share in the prior year. FFO as adjusted per share was $0.97 versus $0.96 in the prior year, an increase of approximately 1%. As you can see on the next slide, there are number of gains in the quarter that are included in net income, but is excluded from FFO as adjusted and I want to discuss these gains upfront before reviewing the other variances versus the prior year.

First as Greg mentioned, we completed the acquisition of the remaining ownership interest in two joint ventures for 18.6 million. We had previously held minority interests in both of these entities and had made prior loans to them totaling 33.1 million, recognized a gain on acquisition of 3.2 million and a gain on previously held equity interests of 4.9 million, related to the fair value adjustments required as a result of the changes in control. Second, we recognized the deferred income tax benefit of 14.8 million during the quarter. This benefit was chartered by a Canadian tax law change effective 1/1/14 that limits the deductibility of intercompany interest expense for our Canadian entity that holds our four entertainment retail centers in Ontario. Because we now expect to be a tax payer going forward in Canada, we reversed the previous 100% allowance we had, had against our deferred tax assets. This non-cash benefit will reverse over time, but just as the non-cash benefit this quarter was excluded from FFO as adjusted so too will the non-cash deferred tax expense going forward be excluded from this calculation.

Perhaps more importantly the actual cash taxes that we expect to pay will be included in our calculation of FFO as adjusted. We expect this number to be around 1.5 million in 2014. This amount has been considered in our 2014 guidance which I will discuss later in my comments. Third, we sold one vineyard and winery property for net proceeds of 3.3 million, which included a carry back note of 2.5 million. We recognized a gain of approximately 500,000. We now have only 7.6 million remaining net book value of vineyards and vineries related to two properties both of which are under lease. Now with that, let me walk through the rest of the quarter’s variances and explain the key variances from the prior year. Our total revenue increased 8% compared to the prior year to 89.4 million. Within the revenue category, rental revenue increased by 5.8 million versus the prior year to 66 million, and resulted primarily through new investments partially offset by net decreases in rental revenue on certain existing properties. Percentage rents for the quarter, included in rental revenue were approximately 372,000 or 725,000 in the prior year. The decrease relates primarily to the timing of our percentage rents earned on our TopGolf facilities. Due to the exceptional performances of these properties during 2013, we were able to recognize most of the percentage rent during the third quarter recognizing it during the fourth quarter in the prior year.

Mortgage and other financing income was 18.6 million for the quarter, up approximately 1.5 million from last year. This increase is primarily due to additional real-estate lending activities. On the expense side, our property operating expense decreased by 500,000 versus the prior year, due primarily to lower bad debt expenses at our multi-tenant properties. G&A expense increased by 750,000 versus last year to 6.1 million for the quarter, due primarily to higher payroll related expenses including higher incentive compensation and stock grant amortization, as we continue to support our growth as well as higher professional fees. Additionally, I want to note that our G&A expense for the fourth quarter of 2013 included a re-class of certain state income in foreign withholding tax expense from previous quarters. These were re-classed to the new income tax line item on our income statement of approximately – and the total of that was 470,000. Our net interest expense for the quarter increased by 570,000 to 20.6 million. This increase resulted primarily from an increase in our outstanding borrowings during the quarter, and was partially offset by a decrease weighted average interest rates on our outstanding borrowing. As I mentioned previously, discontinued operations for the quarter includes a gain of approximately 500,000, related to the sale of vineyard winery property for total proceeds of 3.3 million. Finally, preferred dividends decreased by 552,000 to 6 million for the quarter, primarily due to the redemption of our Series D preferred shares in November of 2012.

Now turning to our full year results on the next slide; our total revenue increased 8% to prior year to approximately 343 million, and net income and FFO were up 68% and 18% respectively, impart through the gains I discussed earlier as well as the growth of our portfolio. FFO as adjusted per share increased about 6% versus the prior year to $3.90 from $3.69. Turning the next slide, I’d now like to use some of the company key credit ratios. As you can see from this multi-year summary, our coverage ratios have been consistently strong and remained strong for the year with fixed charge coverage at 2.7 times, debt service coverage at three times and interest coverage 3.5 times. We increased our common dividend by 5% in 2013 and our FFO as adjusted payout ratio was consistent with the prior year at 81%. Our debt to adjusted EBITDA was 4.8 times for the fourth quarter annualized, and our debt to gross assets ratio was 40% at December 31st. As you can tell by these metrics, our balance sheet continues to be in very good shape. Let’s turn to the next slide of about our capital markets and liquidity update.

At quarter end, we had total outstanding debt of 1.5 billion, all of about 50 million of this debt is either fixed rate debt or debt that has been fixed through interest rate swaps with a blending coupon of approximately 5.5%. We had no balance in our senior[ph] and our line of credit and we had 8 million cash on hand. We are in excellent shape with debt maturities. As of December 31st, we have no scheduled loan maturities and less than 100 million of such maturities in each of the next three years thereafter. Turning to the next slide, as disclosed previously, during the fourth quarter, we issued 3.6 million common shares in a registered public offering for net proceeds of approximately 174 million. The offering is very well allowing us to upsize it by 20% and executed in all in cost of slightly over 3%. The proceeds from this offer were primarily used to pay up our line of credit which had a balance of 160 million at the time of the offering. During the year, we also issued approximately 938,000 common shares on our dividend reinvestment and direct share purchase plan, for net proceeds of approximately 46 million. Additionally under this plan, subsequent to year-end, we have raised approximately 65 million net proceeds. This plan works very well in raising common equity in low cost and monthly increments and matches up nicely with funding our build-to-suit projects.

Looking back at the full year 2013, we raised 300 million of new unsecured debt and approximately 220 million in common equity. We also paid off approximately 170 million of secured debt as we continued to move to an unsecured debt model, while always being mindful of maintaining a conservative capital structure and a well latter debt maturity profile. With the full amount available on our 475 million line of credit year-end, and no near-term debt balloon payments due, we are well positioned from a balance sheet liquidity perspective as we begin 2014. Turning to next slide, we are confirming guidance for 2014 FFO as adjusted per share of $4.12 and $4.22 and guidance of investment spending of 500 million to 550 million, which is an expected increase of 30% at the midpoint versus 2013. As Greg mentioned, of this spending guidance approximately 60% relates to spending on projects that have already commenced in 2013. Because most of our expected investment spending in 2014 relates to build-to-suit projects have generally nine to 12 month build cycles, it’s important to note that most of the earnings impact related to our investment spending is in the year following the actual spending report. Therefore, much of our projected build-to-suit investment spending at 2014 will be realized in our 2015 as opposed to 2014 FFO per share results.

I think it’s also helpful to investor to reiterate our key assumptions regarding G&A expense and our land in the Catskills contained in our 2014 guidance. First we expect G&A expense to be approximately 28 million to 29 million for 2014. Our G&A expense is expected to be approximately 600,000 higher in the first quarter than the full year number divided by four, primarily due to certain employee benefit expenses that are recognized in Q1 as in prior years. This fact and other timing differences often make our Q1 FFO as adjusted per share results lower than the fourth quarter than prior year. Second, our FFO as adjusted per share in investment spending guidance includes the Catskills project at its status quo. We believe this is prudent given the continuances which remain for this project to move to forward and they expect the timing of this project as we have previously outlined. Also as I mentioned last quarter, the non-refundable option payments we expect to continue to receive from Empire, while they seek approval for a full scale gaming license, will be initially deferred and recognized as income at a future date, likely beyond fiscal 2014. Therefore, our guidance for 2014 includes no income recognition of related to such payments.

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

David Brain

Thank you, Mark. Thank you, Greg. As we go to your questions, I just hope you will join me in recognizing the quarter and the year is on plan and on guidance. We have and we expect to continue to reliably deliver attractive returns with strong investment safety fundamentals. Now with that wrap up, let’s go to questions. Operator, are you there?

Question-and-Answer Session

Operator

Yes. [Operator Instructions]. Our first question comes from Craig Melman with KeyBanc Capital Markets. Please proceed.

Craig Melman – KeyBanc Capital Markets

Hey, guys. Mark, on the taxes the 1.5 million that’s going to flow through FFO, in ‘14 is that ratable or is that going to be kind of chunkier?

Mark Peterson

You can assume that’s ratable because our earnings for those centrums are fairly ratable so that’d be a fair assumption.

Craig Melman – KeyBanc Capital Markets

Okay. And then on TopGolf on the percent rent the 1.2 million in ‘13, I think the majority of that was in 3Q and 4Q. Is that sort of why we should think about it going forward? And how high think that can get given sort of the new projects you had to bring in? I know you kind of changed the arrangement at some point.

Gregory Silvers

Craig, it’s Greg. I think yeah third and fourth quarter is generally when that’s going to hit. I think the issue of how it work and go is really going to be dependent we’re adding more facilities and it’s going to be depending upon on how those performing. So, it will be interesting to see if they could – we’ve had some that have greatly exceeded our expectations if they move back toward the areas where they’re just meeting our expectations then that will be a little more less immediate. It will have to grow into it but so right now I would say that the way we model it is kind of what we did last year and then any addition to that is bonus dollars.

Craig Melman – KeyBanc Capital Markets

And can you remind us the breakout between 3Q and 4Q the dollars?

Gregory Silvers

Mark, do you have that?

Mark Peterson

Sure. Let me grab it real quick. So Q3 actual percentage rents as a whole was 1.3 million this chopped off so 900,000 in Q3 and 200,000 in Q4. You wanted year-over-year, that was versus last quarter, year-over-year last year was 550,000 roughly and this year it was 200,000.

Craig Melman – KeyBanc Capital Markets

Okay. And then just lastly on the education segment, can you go into a little bit more what the private schools actually represent and may be give some thoughts behind it? I mean I was understood that charter schools because it’s public, you have the public dollars behind it and there is sort of a captive audience. Can you kind of go through what the investment thesis is on moving into the private school segment?

Gregory Silvers

Sure Craig, it’s Greg again. I think again as we said in our comments, that the increasing demand for quality education what we if you look at how basis has been able to deliver and public charter schools top 10 kind of rates schools in the country and Dr. Block founder of those approached us about that there is a market for – in some areas of the country call them generally gateway cities that there is demand and not enough supply for quality private education, and really in some ways not in some opening sport charter schools. So it creates a unique opportunity we think, it’s not necessarily as big as public charter schools that’s call it for the masses. But there are certain targeted like I said gateways cities where we think there is a growing appreciation and demand by middle and upper middle class demographic that are looking to deliver that kind of quality of education for the kids and there is a need for it. And we have the operators that we think can deliver that at a reasonable price and it’s a quality that we think will be valued by parents and have demonstrated that they can do that before. So we’re very excited about that opportunity.

David Brain

These are all long transactions for known operators and Craig it’s as is often the case. Our experience in this space has led us to greater insight about the whole dynamics of space and great operators and this opportunity that there is that continue on unmet needs. So we’re excited about it. It is an expansion, but it’s based on a lot of experience in the space.

Craig Melman – KeyBanc Capital Markets

What would be point for tuition?

Gregory Silvers

Generally I think you’re talking about the low to mid 20s so if you look in and you saw in the picture that we’ve talked about, we’ve got some of the first facilities going with bases is going in Brooklyn and Brooklyn New York, where there is a lot of demand for quality private education but not – it’s a very difficult, difficult market for people to crack. So if you can deliver an education model that allows children and kids to advance to good quality colleges and deliver on the educational results, that price point is very attractive for people who are closed out to some of the premier private schools in the area.

Craig Melman – KeyBanc Capital Markets

Great. Thank you.

Gregory Silvers

Thank you.

Operator

Our next question comes from Anthony Polini with JP Morgan. Please proceed.

Anthony Polini – JP Morgan

Yeah thanks. Good afternoon. Hi. You guys talked about your relationships and really your niche over time kind of driving higher returns than may be kind of going into the auction market. But if I look across the net lease REIT landscape, a lot of companies have spent a lot of time trying to drive down their capital cost to size. And in some instances it seems to be working. Just wondering how you think about the risk of seeing some of these other players entering into your space potentially making it more competitive particularly as it relates to the build-to-suit stuff which seems to be coming up more often in conversations with others?

David Brain

Well Tony I think we’ve been driving down some more capital costs as well as we’ve climbed the credit curve and we continue to expand the portfolio as well. So we’re not out of that. We may not be increasing the size may be as fast, but just remarking on Mark talking about the 5.5% average debt that used to be 6% for a long time. So we continue to do that each offering we tend to make a debt mortgage tends to be better in those spread rate than we did before. So we are not out of that game, number one, number two is really I still think the areas that we play with the relationships that we have and the depth of knowledge and experience that will still be – We’re certainly understanding may be competition but we think we’re ready to meet that and ready to sustain our growth and our performance of the company and as indicated like the private schools, we continue to expand marginally. The attachment of investments so that we’re prepared to have you even greater opportunities that we can bring in and competitively if some people in our space I think we’ll prepare to meet them and still succeed.

Gregory Silvers

And Tony, it’s Greg. I think the other thing that I would point to especially as you pointed out in the build-to-suit market it is the equation of, are you just money or are you about the value added partner? And I think most of the theatre exhibition partners we have, see us as understanding exhibition and understanding what makes a good theatre location? And do we agree that? And do we come in and often as we do approximately we’re coming in to a market, and we’re actually working with the operator to decide the site what it should look like how many auditoriums things of that nature to where we are a much more value added partner than just simply a cost of capital.

Anthony Polini – JP Morgan

Okay. Thank you. A follow up on the theatres, do you guys have these portfolio transaction I think in your for a while any update there?

Gregory Silvers

Yeah it’s still we still anticipate that we will close that transaction. It’s in service for now as you know those things have a defined time and generally speaking our history as they take as much as time as they can because they are getting credits for assets under management during that period of time. So, I think our anticipation is it could be mid-to-late second quarter.

Anthony Polini – JP Morgan

Okay. And then Mark, any prepayment ability or does it make any sense you’re after any debt that comes up to 2015-2016 now or in the next few quarters?

Mark Peterson

Well when you’re this far out, the prepayment penalties are pretty high and so it probably doesn’t make sense. We’ve taken things out six months in advance, but when you go two or three years you’re probably looking at a pretty severe penalty and probably it doesn’t make sense. And those debt rates aren’t that bad but so probably wouldn’t be doing that in 2014.

Anthony Polini – JP Morgan

Okay. And then just last question on [inaudible] just remind us I know you guys were signing up for infrastructure spend there, but is that all after and if the license is awarded or is there anything you have to spend in the meantime?

Mark Peterson

Other than we’re dealing some planning dollars it’s kind of the dollars that we’ve said and met in the sense of giving the planned and everything ready for those to be actual hard dollars for construction would occur after the award of the license.

David Brain

Word of an enhanced license, remember that they are already licensed it’s just a matter of whether they’re going to license upgrade.

Anthony Polini – JP Morgan

Okay. Thank you.

David Brain

Thank you, Tony.

Operator

Our next question comes from Dan with FBR. Please proceed.

Daniel Altscher – FBR Capital Markets

Hey thanks. Good afternoon. Appreciate the time. Mark I apologize if I missed it, but as I was going through the numbers there seems to be some new things going on with Series C preferred and I guess as diluted FFO and share count and AFFO being different. Can you just may be help I apologize again if I missed it, can you just help us explain some of the nuances there?

Mark Peterson

Yeah there is a calculation when you have these convertibles to whether they are in the money or not in the money and interesting we get a different answer among net income FFO per share and FFO as adjusted per share. That’s the cross point with respect to the 575 C convertible preferred so that’s the reason for different share counts for the difference in I think two of them is not in the money two of them and one of those it is in the money. So that is why you have the difference in share account.

Daniel Altscher – FBR Capital Markets

Got it. Thanks for explaining that. And may be a little bit more higher level I guess the question is probably for David. You guys have done a really good job on the execution front and kind of delivered everything you said you’re going to do, but I imagined probably as you wrap up this year you may not be as thrilled on the multiple the execution might suggest. So what do you think going forward is going to help to get the multiple to look may be more like execution actually shows?

David Brain

Well I appreciate that Dan. It’s definitely seems like a lagging series and we hope that lag is just about exhausted and that multiple is coming our way. It seems and feels that way we’re putting these together quarter after quarter year after year and so it’s hard to say I wish had the exact answer for you it isn’t exact science but it does feel like it’s coming our way and we’re increasingly getting more reflections of the like you just gave.

Daniel Altscher – FBR Capital Markets

All right. We’ll see what 2014 brings I guess?

Mark Peterson

Thank you.

Daniel Altscher – FBR Capital Markets

Thanks.

David Brain

Thanks.

Operator

Our next question comes from Emmanuel Korchman with Citi. Please proceed.

Emmanuel Korchman – Citi

Hey good afternoon guys. Correct me if I’m wrong, but I think you guys mentioned that 60% of the investment spending would be build-to-suit in 2014 was that right?

Gregory Silvers

That’s correct. No, no I’m sorry. 60% of the spending that we have listed has already commenced and began construction so the actual number of build-to-suit projects I think that we believe is closer to 70%.

Emmanuel Korchman – Citi

So of that just help me – so of the acquisition guidance 70% has built-to-suits?

Gregory Silvers

Yes that’s right.

Emmanuel Korchman – Citi

And then 115 of that’s going to be this theatre acquisition?

Gregory Silvers

Correct.

Mark Peterson

More like 120.

Emmanuel Korchman – Citi

So essentially there’s probably not more room left for any existing sort of property acquisitions?

David Brain

Yeah that’s what we see right now but now that doesn’t mean as always that number can’t go throughout the year as we have more clarity on certain thing.

Emmanuel Korchman – Citi

But if it didn’t grow so it mostly build-to-suits and acquisition really know about?

David Brain

That’s correct.

Emmanuel Korchman – Citi

And then, Mark may be you can sort of follow up on a similar build-to-suit comment. Of the build-to-suits completed in 2013, I guess how much income has been reflected and should we think about hitting in ‘14 that hasn’t hit in ‘13 so the –

Mark Peterson

So here’s the thing so we have a new schedule that helps you out with that which is on the page 20 of the supplemental. And what it details is two things number one everything we have in process that’s commence as of 12/31 sort of starts with our developments and process and it shows you at the top of the schedule we do this for both owned build-to-suits and those we are financing via mortgage and we show the spending how the spending is going to take place and the second part of the schedule shows for those own build-to-suits when those go in service. So when those go in service that’s when the full cap rate kicks in that we’re capitalizing cap rate as we’re building as we’re spending the money and the in service estimates shown in the middle of page. As far as what those rates are, we’ve indicated ranges those cap rates reach the segment they tend to kind of all-around nine cap or so ranges and education can get a little higher than that on a gap basis than the other two sectors because they tend to be more straight lined. But you can get a sense of projects that we are in process at the end of the year, how those will go into service by looking at the schedule. On the mortgage front, which is the bottom of schedule those in effect earn the full cap rate as you spend it so little in-service such as the spending estimates and that’s kind of the correlate with the interest earnings that you’re going to get on those projects.

Emmanuel Korchman – Citi

And is there a similar to and thank you for that schedule, is there a similar for 4Q ‘13 that we need to think about a sort of in service either mid ‘13 or 4Q ‘13 that’s not being fully reflected in the 4Q ‘13 result?

David Brain

Well unless you fully understand, this starts with everything in service as of December ‘14 that not everything in service sorry everything in process as of December

Emmanuel Korchman – Citi

No I got that. I’m saying stuff that was delivered so it’s no longer underdevelopment right? So those in service but it wasn’t in service for the entire 4Q?

David Brain

Yeah you get an annualization effect

Gregory Silvers

We haven’t broken out what started mid fourth quarter to know what the annualization is.

Mark Peterson

None of these have started any earnings in ‘13 because they are still in process they are all being capitalized.

David Brain

No but what I hear you saying mainly is do we have a chart for saying what is the things that came on for the fourth quarter that will have an annualization

Emmanuel Korchman – Citi

That’s right.

David Brain

No, we don’t that.

Emmanuel Korchman – Citi

Do you have something sort of would be?

David Brain

I don’t have it’s inherited in our guidance.

Gregory Silvers

As time goes along, you’ll have that as the spend.

Emmanuel Korchman – Citi

Sure. I’m just wondering if there is someone out that you’re not giving sort of credit for in 1Q ‘14 because we have

David Brain

Let us take a look at that and we’ll get back with you.

Emmanuel Korchman – Citi

Thanks guys.

David Brain

Thank you.

Gregory Silvers

Thank you.

Operator

[Operator Instructions]. Our next question comes from Rich Moore with RBC Capital Markets. Please proceed.

Richard Moore – RBC Capital Markets

Hey guys good afternoon. The occupancy on the entertainment portfolio was down very slightly but it was down 98% versus 99% and the theatres were 100% leased. I’m curious what is down exactly?

Gregory Silvers

We also in our entertainment segment is where our PRC retail centers are. So we have small shop space and some other things that we are either had some vacancy or is becoming or had some roll over and we’re not leased up yet. But it’s generally in those retail type centers.

Richard Moore – RBC Capital Markets

And the progress on that Greg, I guess is you is normal?

Gregory Silvers

It’s normal that’s kind of where – if you look we used to break it out generally our ERCs were running 95% 96% it’s consistent with that and so this is not out of line with what we’ve seen historically.

Richard Moore – RBC Capital Markets

Okay I got you. Thanks. Then on the theatres looking at your explorations on your theatres and you’re all done for this year and then you have a handful in each of the next three years. And then you had a big chunk I think 18 something like that in 2018 and I’m curious about the whole dynamic around these theatre explorations I mean first of all, do they just all sort of exercise their options or are you trying to re-lease them ahead of time in other words? Go ahead.

Mark Peterson

They had options and so historically what we’ve seen is it’s about a 75% that just exercise their options and we go on. And sometimes when we are downsizing or some of the things that you see we’ve been talking about if they wanted to change the amenity package and convert these to format or the format then we’re generally involved in some level discussion do they want additional capital or are we going to get expected to pay as we go in there. So we’re talking about renegotiating the lease. And generally you’ve seen that in some of those that instead of a five year renewal we’ve bumped them out 10 or longer years. That’s when we’re recutting and generally remodeling or amenity enhancement package.

Richard Moore – RBC Capital Markets

Okay. So they do that at the end of lease typically as when they’ll start asking for the changes for the

Gregory Silvers

Yeah typically or it bodes well good or bad what we’ve seen is this enhanced amenity package really come over the last couple of years. What we’ve seen and I’ll use AMC as an example. AMC if they wanting to change a package on an existing theatre, chances are they’ll spend their own money and do it. And just go ahead and create the conversion as per approval and spend their own money on it. If we’re toward the end and talk about additional capital from us and what the rightsizing of the theatre should be

Richard Moore – RBC Capital Markets

The reason I ask all this is I’m curious it doesn’t sound like you expect as you get into these heavier lease maturity sort of years, that you’re going to have a big spander a big strategic sort of initiative that you got to address a whole lot of theatres wanting to do different things.

David Brain

No and in fact 18 year one of those is a 10 theatre master lease so it looks bulky in that but it’s generally our expectation with those will roll in a group so it’s not as – it looked more cumbersome than it is bulky in that year but no we don’t expect that there is. And generally when we’re doing this even these amenity changes we’re talking somewhere 2 million to 4 million so it’s not a huge capital investments and we’re getting paid on that money.

Richard Moore – RBC Capital Markets

Yeah okay. I get it. And then on the page 20 thank you guys very much, that’s extremely helpful. Do you have by the way, the coverage ratios or can you give us rough coverage metric for different property types?

David Brain

Sure I think our theatre portfolio as we’ve said has been around the it may trend up a little bit this year because we were slightly up. Overall if you recall our ski portfolio last year returned to normalization about 1.7 I would tell you that number is going to be appears to be trending higher nice baby clothes are back to the 2.0 level. We’ll see how February and early March plays out. Our school portfolio is kind of in line with what we’ve said 1.5 to 1.7 and our other recreation aspect our TopGolf high twos or over three. So overall real, real consistent and how they’ve been performing year after year.

Richard Moore – RBC Capital Markets

Okay good. Thank you. And then the last thing the mortgages market the one away it looked like though there were two I’m guessing they were associated with the buyout of the joint venture?

David Brain

Yeah. We had loaned some money to those projects to those debt maturities some of anticipation effect, will be taken out this interest and we took out the remaining interest in this quarter.

Richard Moore – RBC Capital Markets

Great. Very good. Thank you guys.

David Brain

Thank you.

Gregory Silvers

Thank you.

Operator

We have no further questions. I would now like to turn the conference back over to David Brain for closing remarks. Please proceed.

David Brain

Thank you very much. Again I’ll thank you all for joining us this quarter. We always look forward to reporting to you and we look forward to entertaining your questions and speaking with you if you’d like to contact directly. Thank you again. We’ll see you next quarter.

Gregory Silvers

Thank you.

Operator

This concludes today’s conference. You may now disconnect. Have a great day.

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