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Summary of Significant Accounting Policies | 12 Months Ended
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Dec. 31, 2018
Accounting Policies [Abstract] |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of EPR Properties and its subsidiaries, all of which are wholly owned. The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The equity method of accounting is applied to entities in which the Company is not the primary beneficiary as defined in the Consolidation Topic of the FASB ASC, or does not have effective control, but can exercise influence over the entity with respect to its operations and major decisions. Use of Estimates Management of the Company has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates. Rental Properties Rental properties are carried at cost less accumulated depreciation. Costs incurred for the acquisition and development of the properties are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which generally are estimated to be 30 to 40 years for buildings, three to 25 years for furniture, fixtures and equipment and 10 to 20 years for site improvements. Tenant improvements, including allowances, are depreciated over the shorter of the base term of the lease or the estimated useful life and leasehold interests are depreciated over the useful life of the underlying ground lease. Expenditures for ordinary maintenance and repairs are charged to operations in the period incurred. Significant renovations and improvements, which improve or extend the useful life of the asset, are capitalized and depreciated over their estimated useful life. Management reviews a property for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. The review of recoverability is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of the property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value. The Company evaluates the held-for-sale classification of its real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. Assets are generally classified as held for sale once management has initiated an active program to market them for sale and it is probable the assets will be sold within one year. On occasion, the Company will receive unsolicited offers from third parties to buy individual Company properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance. Real Estate Acquisitions Upon acquisition of real estate properties, the Company evaluates the acquisition to determine if it is a business combination or an asset acquisition. In January 2017, the Company elected to adopt Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarified the definition of a business with the objective of adding guidance to assist entities with evaluating whether acquisitions should be accounted for as business combinations or asset acquisitions. As a result, the Company expects that fewer of its real estate acquisitions will be accounted for as business combinations. If the acquisition is determined to be an asset acquisition, the Company records the purchase price and other related costs incurred to the acquired tangible assets (consisting of land, building, site improvements, tenant improvements, leasehold interests and furniture, fixtures and equipment) and identified intangible assets and liabilities (consisting of in-place leases, above and below-market leases, tradenames, contract value and assumed financing that is determined to be above or below-market terms) on a relative fair value basis. In addition, costs incurred for asset acquisitions including transaction costs, are capitalized. If the acquisition is determined to be a business combination, the Company records the fair value of acquired tangible assets (consisting of land, building, site improvements, tenant improvements, leasehold interests and furniture, fixtures and equipment) and identified intangible assets and liabilities (consisting of in-place leases, above and below-market leases, tradenames, contract value and assumed financing that is determined to be above or below-market terms) as well as any noncontrolling interest. In addition, acquisition-related costs in connection with business combinations are expensed as incurred. Costs related to such transactions, as well as costs associated with terminated transactions and pre-opening costs, are included in the accompanying consolidated statements of income as transaction costs. Transaction costs expensed totaled $3.7 million, $0.5 million and $7.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. For rental property acquisitions (asset acquisitions or business combinations), the fair value of the tangible assets is determined by valuing the property as if it were vacant based on management’s determination of the relative fair values of the assets. Management determines the “as if vacant” fair value of a property using recent independent appraisals or methods similar to those used by independent appraisers. For land acquired with a rental property acquisition, available market data from recent comparable land sales is used as an input to estimate the fair value of the land. Intangibles The fair value of acquired in-place leases also includes management’s estimate, on a lease-by-lease basis, of the present value of the following amounts: (i) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute the leases, including leasing commissions, legal and other related costs); (ii) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed re-leasing period, (i.e. real estate taxes, insurance and other operating expenses); (iii) the value associated with lost rental revenue from existing leases during the assumed re-leasing period; and (iv) the value associated with avoided tenant improvement costs or other inducements to secure a tenant lease. These values are amortized over the remaining initial lease term of the respective leases. In determining the fair value of acquired above and below-market leases, the Company considers many factors. On a lease-by-lease basis, management considers the present value of the difference between the contractual amounts to be paid pursuant to the leases and management’s estimate of fair market lease rates. For above-market leases, management considers such differences over the remaining non-cancelable lease terms and for below-market leases, management considers such differences over the remaining initial lease terms plus any fixed rate renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the remaining initial lease terms plus any fixed rate renewal periods. Management considers several factors in determining the discount rate used in the present value calculations, including the credit risks associated with the respective tenants. If debt is assumed in the acquisition, the determination of whether it is above or below-market is based upon a comparison of similar financing terms for similar rental properties at the time of the acquisition. In determining the fair value of tradenames, the Company historically uses the relief from royalty method, which estimates the fair value of hypothetical royalty income that could be generated if the intangible asset was licensed from an independent third-party. In determining the fair value of a contract intangible, the Company considers the present value of the difference between the estimated "with" and "without" scenarios. The "with" scenario presents the contract in place and the "without" scenario incorporates the potential profits that may be lost over the period without the contract in place. The capitalized contract value is amortized over the estimated useful life of the underlying asset. The excess of the cost of an acquired business (in a business combination) over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. Goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management of the Company reviews the carrying value of intangible assets for impairment on an annual basis. Intangible assets and liabilities (included in Other assets and Accounts payable and accrued liabilities in the accompanying consolidated balance sheets) consist of the following at December 31 (in thousands):
| 2018 |  | 2017
Assets: |  |  |
In-place leases, net of accumulated amortization of $7.7 million and $5.5 million, respectively | $ | 21,749 |  |  | $ | 21,512 |
Above-market lease, net of accumulated amortization of $1.0 million and $0.8 million, respectively | 154 |  |  | 351 |
Tradenames, net of accumulated amortization of $53 thousand and $23 thousand, respectively (1) | 9,110 |  |  | 6,313 |
Contract value, net of accumulated amortization of $183 thousand and $0, respectively | 10,785 |  |  | — |
Goodwill | 693 |  |  | 693 |
Total intangible assets, net | $ | 42,491 |  |  | $ | 28,869 |
Liabilities: |  |  |
Below-market lease, net of accumulated amortization of $0.7 million and $0.3 million, respectively | $ | (8,100 | ) |  | $ | (8,792 | )
(1) At December 31, 2018, $5.4 million in tradenames had indefinite lives and were not amortized. Aggregate lease intangible amortization included in expense was $2.9 million, $2.0 million and $1.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. The net amount amortized as an increase to rental revenue for capitalized above and below-market lease intangibles was $0.6 million and $0.1 million for the years ended December 31, 2018 and 2017, respectively. The net amount amortized as a decrease to rental revenue for capitalized above and below-market lease intangibles was $0.2 million for the year ended December 31, 2016. Future amortization of in-place leases, net, above-market lease, net, tradenames, net, contract value, net and below-market lease, net at December 31, 2018 is as follows (in thousands):
| In place leases |  | Tradenames (1) |  | Contract Value |  | Above-market lease |  | Below-market lease
Year: |  |  |  |  |  |  |  |  |
2019 | $ | 3,109 |  |  | $ | 125 |  |  | $ | 365 |  |  | $ | 101 |  |  | $ | (450 | )
2020 | 2,834 |  |  | 125 |  |  | 365 |  |  | 6 |  |  | (438 | )
2021 | 2,466 |  |  | 125 |  |  | 365 |  |  | 6 |  |  | (408 | )
2022 | 1,826 |  |  | 125 |  |  | 365 |  |  | 6 |  |  | (373 | )
2023 | 1,777 |  |  | 125 |  |  | 365 |  |  | 6 |  |  | (351 | )
Thereafter | 9,737 |  |  | 3,132 |  |  | 8,960 |  |  | 29 |  |  | (6,080 | )
Total | $ | 21,749 |  |  | $ | 3,757 |  |  | $ | 10,785 |  |  | $ | 154 |  |  | $ | (8,100 | )
Weighted average amortization period (years) | 10.9 |  |  | 30.6 |  |  | 29.5 |  |  | 4.1 |  |  | 31.0 |
(1) Excludes $5.4 million in tradenames with indefinite lives.
Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations or mortgage note receivable as applicable. Deferred financing costs of $33.9 million and $32.9 million as of December 31, 2018 and 2017, respectively, are shown as a reduction of debt. The deferred financing costs of $5.0 million and $6.5 million as of December 31, 2018 and 2017, respectively, related to the unsecured revolving credit facility are included in other assets. Capitalized Development Costs The Company capitalizes certain costs that relate to property under development including interest and a portion of internal legal personnel costs. Operating Segments The Company has four reportable operating segments: Entertainment, Recreation, Education and Other. See Note 20 for financial information related to these operating segments. Revenue Recognition Rents that are fixed and determinable are recognized on a straight-line basis over the non-cancellable terms of the leases. Straight-line rental revenue is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. For the years ended December 31, 2018, 2017 and 2016, the Company recognized $10.2 million, $4.3 million and $17.0 million, respectively, of straight-line rental revenue, net of write-offs. Base rent escalation on leases that are dependent upon increases in the Consumer Price Index (CPI) is recognized when known. For the years ended December 31, 2018, 2017 and 2016, the Company recognized $15.4 million, $15.6 million and $15.6 million, respectively, of tenant reimbursements that related to the operations of its entertainment retail centers. Certain reclassifications have been made to the 2017 and 2016 presentation to conform to the 2018 presentation to combine tenant reimbursements with rental revenue. In addition, most of the Company's tenants are subject to additional rents if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents as well as participating interest for those mortgage agreements that contain similar such clauses are recognized at the time when specific triggering events occur as provided by the lease or mortgage agreements. Rental revenue included percentage rents of $10.7 million, $7.8 million and $4.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Mortgage and other financing income included participating interest income of $0.7 million and $0.8 million for the years ended December 31, 2017 and 2016, respectively. There was no participating interest income recognized for the year ended December 31, 2018. For the years ended December 31, 2018, 2017 and 2016, mortgage and other financing income also included $74.7 million, $0.8 million and $3.6 million, respectively, in prepayment fees related to mortgage notes that were paid fully in advance of their maturity dates. Direct financing lease income is recognized on the effective interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values at the date of lease inception represent management's initial estimates of fair value of the leased assets at the expiration of the lease, not to exceed original cost. Significant assumptions used in estimating residual values include estimated net cash flows over the remaining lease term and expected future real estate values. The Company evaluates on an annual basis (or more frequently if necessary) the collectability of its direct financing lease receivable and unguaranteed residual value to determine whether they are impaired. A direct financing lease receivable is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a direct financing lease receivable is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the direct financing lease receivable's effective interest rate or to the fair value of the underlying collateral, less costs to sell, if such receivable is collateralized. Property Sales Sales of real estate properties are recognized when a contract exists and the purchaser has obtained control of the property. Gains on sales of properties are recognized in full in a partial sale of nonfinancial assets, to the extent control is not retained. Any noncontrolling interest retained by the seller would, accordingly, be measured at fair value. The Company evaluates each sale or disposal transaction to determine if it meets the criteria to qualify as discontinued operations. A discontinued operation is a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on the Company's operations and financial results. If the sale or disposal transaction does not meet the criteria, the operations and related gain or loss on sale is included in income from continuing operations. Allowance for Doubtful Accounts Accounts receivable is reduced by an allowance for amounts where collection is not probable. The Company’s accounts receivable balance is comprised primarily of rents and operating cost recoveries due from tenants as well as accrued rental rate increases to be received over the life of the existing leases. The Company regularly evaluates the adequacy of its allowance for doubtful accounts. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of the Company’s tenants, historical trends of the tenant and/or other debtor, current economic conditions and changes in customer payment terms. Additionally, with respect to tenants in bankruptcy, the Company estimates the expected recovery through bankruptcy claims and increases the allowance for amounts deemed uncollectible. These estimates have a direct impact on the Company's net income. The allowance for doubtful accounts was $2.9 million and $7.5 million at December 31, 2018 and 2017, respectively. Mortgage Notes and Other Notes Receivable Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower. Interest income is recognized using the effective interest method based on the stated interest rate over estimate life of the note. Premiums and discounts are amortized or accreted into income over the estimated life of the note using the effective interest method. The Company evaluates the collectability of both interest and principal of each of its loans to determine whether it is impaired. A loan is considered to be impaired when, based on current information and events, the Company determines that it is probable that it will be unable to collect all amounts due according to the existing contractual terms. An insignificant delay or shortfall in amounts of payments does not necessarily result in the loan being identified as impaired. When a loan is considered to be impaired, the amount of loss, if any, is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less costs to sell, if the loan is collateral dependent. For impaired loans, interest income is recognized on a cash basis, unless the Company determines based on the loan to estimated fair value ratio the loan should be on the cost recovery method, and any cash payments received would then be reflected as a reduction of principal. Interest income recognition is recommenced if and when the impaired loan becomes contractually current and performance is demonstrated to be resumed. There were no impaired loans at December 31, 2018 and 2017. Income Taxes The Company qualifies as a REIT under the Internal Revenue Code (the Code). A REIT that distributes at least 90% of its taxable income to its shareholders each year and which meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. The Company intends to continue to qualify as a REIT and distribute substantially all of its taxable income to its shareholders. The Company owns certain real estate assets which are subject to income tax in Canada. At December 31, 2018, the net deferred tax assets related to the Company's Canadian operations totaled $10.0 million and the temporary differences between income for financial reporting purposes and taxable income relate primarily to depreciation, capital improvements and straight-line rents. The Company has certain taxable REIT subsidiaries (TRSs), as permitted under the Code, through which it conducts certain business activities and are subject to federal and state income taxes on their net taxable income. The Company uses two such TRS entities exclusively to hold the operational aspect of the traditional REIT lodging structure for three recreation anchored lodging properties that are facilitated by management agreements with eligible independent contractors. The real estate for these investments are held by the REIT either directly or through an investment in a joint venture and leased to the respective operations entity under a triple-net lease. Management has determined the real estate meets the requirements to be classified as qualified lodging facilities as required in a traditional REIT lodging structure. One of the Company's TRSs holds four unconsolidated joint ventures located in China. The Company records these investments using the equity method; therefore, the income reported by the Company is net of income tax paid to the Chinese taxing authorities. In addition, the Company is liable for withholding taxes to China associated with the current and future dividend payments from the China joint ventures. The Company paid $62 thousand and $44 thousand in withholding taxes during the year ended December 31, 2018 and 2017, respectively, related to earnings repatriated. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the Tax Reform Act). The legislation significantly changed the U.S. tax law by, among other things, lowering corporate income tax rates and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The Company recognized tax impacts related to deemed repatriated earnings and included these amounts in its consolidated financial statements for the year ended December 31, 2017 and 2018. At December 31, 2018, the net deferred tax assets related to the Company's TRSs totaled $729 thousand and the temporary differences between income for financial reporting purposes and taxable income relate primarily to net operating loss carryovers and pre-opening cost amortization. As of December 31, 2018 and 2017, respectively, the Canadian operations and the Company's TRSs had deferred tax assets totaling approximately $14.1 million and $16.0 million and deferred tax liabilities totaling approximately $3.4 million and $3.9 million. The Company’s consolidated deferred tax position is summarized as follows:
| 2018 |  | 2017
Fixed assets | $ | 12,948 |  |  | $ | 15,445 |
Net operating losses | 359 |  |  | 357 |
Start-up costs | 347 |  |  | — |
Other | 457 |  |  | 213 |
Total deferred tax assets | $ | 14,111 |  |  | $ | 16,015 |
Capital improvements | $ | (2,079 | ) |  | $ | (2,006 | )
Straight-line receivable | (1,271 | ) |  | (1,891 | )
Other | (1 | ) |  | — |
Total deferred tax liabilities | $ | (3,351 | ) |  | $ | (3,897 | )
Net deferred tax asset | $ | 10,760 |  |  | $ | 12,118 |
Additionally, during the years ended December 31, 2018, 2017 and 2016, the Company recognized current income and withholding tax expense of $1.7 million, $1.6 million and $1.7 million, respectively, primarily related to certain state income taxes and foreign withholding tax. The table below details the current and deferred income tax benefit (expense) for the years ended December 31, 2018, 2017 and 2016 (in thousands):
| 2018 |  | 2017 |  | 2016
Current TRS income tax | $ | (221 | ) |  | $ | (163 | ) |  | $ | (36 | )
Current state income tax expense | (422 | ) |  | (360 | ) |  | (414 | )
Current foreign income tax | — |  |  | (36 | ) |  | (77 | )
Current foreign withholding tax | (1,069 | ) |  | (1,071 | ) |  | (1,130 | )
Deferred TRS income tax | 319 |  |  | 137 |  |  | 273 |
Deferred foreign withholding tax | — |  |  | 43 |  |  | 39 |
Deferred income tax benefit (expense) | (892 | ) |  | (949 | ) |  | 792 |
Income tax expense | $ | (2,285 | ) |  | $ | (2,399 | ) |  | $ | (553 | )
The Company's effective tax rate for the years ended December 31, 2018, 2017 and 2016 was 0.8%, 0.9% and 0.2%, respectively. The differences between the income tax expense calculated at the statutory U.S. federal income tax rates and the actual income tax expense recorded for continuing operations is mostly attributable to the dividends paid deduction available for REITs. Furthermore, the Company qualified as a REIT and distributed the necessary amount of taxable income such that no current U.S. federal income taxes were due for the years ended December 31, 2018, 2017 and 2016. Accordingly, no provision for current U.S. federal income taxes was recorded for any of those years. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain provisions, it will be subject to federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax for years prior to January 1, 2018) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. Tax years 2015 through 2017 remain generally open to examination for U.S. federal income tax and state tax purposes and from 2013 through 2017 for Canadian income tax purposes. The Company’s policy is to recognize interest and penalties as general and administrative expense. The Company did not recognize any interest and penalties in 2018, 2017 or 2016. The Company did not have any accrued interest and penalties at December 31, 2018, 2017 and 2016. Additionally, the Company did not have any unrecorded tax benefits as of December 31, 2018, 2017 and 2016. Concentrations of Risk On December 21, 2016, American Multi-Cinema, Inc. (AMC) announced that it closed its acquisition of Carmike Cinemas Inc. (Carmike). AMC was the lessee of a substantial portion (34%) of the megaplex theatre rental properties held by the Company at December 31, 2018. For the year ended December 31, 2018 and 2017, approximately $115.8 million or 16.5% and $114.4 million or 19.9% of the Company's total revenues were derived from rental payments by AMC. For the year ended December 31, 2016, approximately $90.0 million or 18.2% of the Company's total revenues were derived from rental payments by AMC and approximately $21.7 million or 4.4% of the Company's total revenues were derived from rental payments by Carmike. These rental payments are from AMC under the leases, or from its parent, AMC Entertainment, Inc. (AMCE), as the guarantor of AMC’s obligations under the leases. AMCE is wholly owned by AMC Entertainment Holdings, Inc. (AMCEH). AMCEH is a publicly held company (NYSE: AMC) and its consolidated financial information is publicly available as www.sec.gov. Cash Equivalents Cash equivalents include bank demand deposits. Restricted Cash Restricted cash represents cash held for a borrower’s debt service reserve for mortgage notes receivable, deposits required in connection with debt service, and payment of real estate taxes and capital improvements. Share-Based Compensation Share-based compensation to employees of the Company is granted pursuant to the Company's Annual Incentive Program and Long-Term Incentive Plan. Share-based compensation to non-employee Trustees of the Company is granted pursuant to the Company's Trustee compensation program. Prior to May 12, 2016, share-based compensation granted to employees and non-employee Trustees were issued under the 2007 Equity Incentive Plan. The 2016 Equity Incentive Plan was approved by shareholders at the May 11, 2016 annual shareholder meeting and this plan replaced the 2007 Equity Incentive Plan. Accordingly, all share-based compensation granted on or after May 12, 2016 has been issued under the 2016 Equity Incentive Plan. Share based compensation expense consists of share option expense and amortization of nonvested share grants issued to employees, and amortization of share units issued to non-employee Trustees for payment of their annual retainers. Share based compensation is included in general and administrative expense in the accompanying consolidated statements of income, and totaled $15.1 million, $14.1 million and $11.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. Share-based compensation included in severance expense in the accompanying consolidated statements of income totaled $3.2 million for the year ended December 31, 2018 and related to the termination of the Amended and Restated Employment Agreement for the Company's former Senior Vice President and Chief Investment Officer, as well as another employee. See Note 15 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. Share Options Share options are granted to employees pursuant to the Long-Term Incentive Plan. The fair value of share options granted is estimated at the date of grant using the Black-Scholes option pricing model. Share options granted to employees vest over a period of four years and share option expense for these options is recognized on a straight-line basis over the vesting period. Expense recognized related to share options and included in general and administrative expense in the accompanying consolidated statements of income was $0.3 million, $0.7 million and $0.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. Nonvested Shares Issued to Employees The Company grants nonvested shares to employees pursuant to both the Annual Incentive Program and the Long-Term Incentive Plan. The Company amortizes the expense related to the nonvested shares awarded to employees under the Long-Term Incentive Plan and the premium awarded under the nonvested share alternative of the Annual Incentive Program on a straight-line basis over the future vesting period (three to four years). Expense recognized related to nonvested shares and included in general and administrative expense in the accompanying consolidated statements of income was $13.5 million, $12.2 million and $9.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. Expense related to nonvested shares and included in severance expense in the accompanying consolidated statements of income was $3.2 million for the year ended December 31, 2018 and related to the termination of the Amended and Restated Employment Agreement for the Company's former Senior Vice President and Chief Investment Officer, as well as another employee. Restricted Share Units Issued to Non-Employee Trustees The Company issues restricted share units to non-employee Trustees for payment of their annual retainers under the Company's Trustee compensation program. The fair value of the share units granted was based on the share price at the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. This expense is amortized by the Company on a straight-line basis over the year of service by the non-employee Trustees. Total expense recognized related to shares issued to non-employee Trustees was $1.3 million, $1.3 million and $1.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. Foreign Currency Translation The Company accounts for the operations of its Canadian properties in Canadian dollars. The assets and liabilities related to the Company’s Canadian properties and mortgage note are translated into U.S. dollars using the spot rates at the respective balance sheet dates; revenues and expenses are translated at average exchange rates. Resulting translation adjustments are recorded as a separate component of comprehensive income. Derivative Instruments In August 2017, the FASB issued ASU No. 2017-012, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The update amended existing guidance in order to better align a company's financial reporting for hedging activities with the economic objectives of those activities. It requires the Company to disclose the effect of its hedging activities on its consolidated statements of income and eliminated the periodic measurement and recognition of hedging ineffectiveness. The standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early application of the guidance permitted. The Company elected to early adopt ASU No. 2017-012 as of October 1, 2017. Early adoption had no impact on the Company's financial position or results of operations. The Company has entered into certain derivative instruments to reduce exposure to fluctuations in foreign currency exchange rates and variable interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These derivatives consist of foreign currency forward contracts, cross currency swaps and interest rate swaps. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. For its net investment hedges, the Company has elected to assess hedge effectiveness using a method based on changes in spot exchange rates and record the changes in the fair value amounts excluded from the assessment of effectiveness into earnings on a systematic and rational basis. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company's policy is to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Recently Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2016-18, Statement of Cash Flows, and certain reclassifications have been made to prior period balances to conform to current presentation in the consolidated statement of cash flows. Under ASU No. 2016-18, transfers to or from restricted cash which have been previously shown in the Company's operating activities section of the accompanying consolidated statement of cash flows are now required to be shown as part of the total change in cash and cash equivalents and restricted cash in the consolidated statements of cash flows. In addition, on January 1, 2018, the Company adopted ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The ASU clarifies the treatment of several cash flow issues with the objective of reducing diversity in practice. The adoption of this ASU had no impact to the Company's financial position, results of operations or presentation in the consolidated statement of cash flows. On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers (ASC 606) and ASC Topic 610-20, Other Income: Gains and Losses from the Derecognition of Non-financial Assets (ASC 610-20) using a modified retrospective (cumulative effect) method of adoption. The core principle of ASC 606 is that an entity will recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers when it satisfies performance obligations. The Company’s primary source of revenue is from lease revenue (which is excluded from the revenue standard but will be impacted upon adoption of the lease standard in 2019 discussed in Impact of Recently Issued Accounting Standards) and mortgage and other financing income (which is not in scope of the revenue standard). ASC 610-20 provides guidance on how entities recognize sales to non-customers including presentation of gain or loss on a net basis in the consolidated statements of income. The Company has concluded that its property sales represent transactions with non-customers. The Company had two property sale transactions that occurred in 2017 in which the Company received an aggregate of $12.3 million in mortgage notes receivable as full consideration for the sales. The mortgage notes require interest only payments until maturity and the Company determined in 2017 that these transactions qualified as sales; however, the gain on each sale was deferred. Upon adoption of ASC 610-20 on January 1, 2018, the Company determined that these transactions did not qualify for de-recognition. Accordingly, the Company recorded an adjustment in the year ended December 31, 2018 to reclassify these assets from mortgage notes receivable to rental properties on its consolidated balance sheet. All other sales of real estate were all cash transactions in which the purchaser obtained control of the property, therefore, there was no cumulative adjustment recognized to beginning retained earnings as a result of adopting ASC 610-20. Impact of Recently Issued Accounting Standards In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which amends existing accounting standards for lease accounting and is intended to improve financial reporting related to lease transactions. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842; ASU No. 2018-11, Targeted Improvements and ASU No. 2018-20, Narrow-Scope Improvements for Lessors. Topic 842 will require lessees to classify leases as either finance or operating leases based on certain criteria and to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Lessor accounting will remain largely unchanged from current U.S. GAAP. The standard eliminates current real estate-specific provisions and changes the guidance on sale-leaseback transactions and will require new disclosures within the notes accompanying the consolidated financial statements. The new standard was effective for the Company on January 1, 2019 and required the use of the modified retrospective approach under either the effective date method or the comparative method. The Company adopted the standard on the effective date and used the effective date as the date of initial application. Accordingly, financial information will not be updated, and disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The standard offers several practical expedients for transition and certain expedients specific to lessees or lessors. Both lessees and lessors are permitted to make an election to apply a package of practical expedients available for implementation under the standard. The Company has concluded it will apply the package of practical expedients, which permits the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected the expedient to not evaluate existing or expired land easements and elected the practical expedient to not separate lease and non-lease components for all its leases where it is the lessor. The Company did not elect the use-of-hindsight expedient. Although the Company is primarily a lessor, the standard will impact the Company’s consolidated financial statements and disclosures as it has certain operating land leases and other arrangements for which it is the lessee and will be required to recognize these arrangements on the consolidated financial statements. For the land lease arrangements, the Company is also, in substantially all cases, in a sub-lessor position and passes the obligation to pay the monthly land lease payments on to its sublessees. The Company is nearly complete with its evaluation of the land leases and other arrangements. The land lease and other arrangements will impact the Company’s financial statements as the Company will recognize right of use (ROU) assets and lease liabilities for the present value of the minimum lease payments as well as the sub-lessor straight-line receivables. In addition, as a result of applying Topic 842, the Company will be providing significant new disclosures about these arrangements. The Company is finalizing its transition adjustment and currently expects to record ROU assets in a range of $210.0 million to $220.0 million and operating lease liabilities in a range of approximately $235.0 million to $245.0 million with respect to leases existing as of December 31, 2018. These amounts are based on the present value of the remaining minimum rental payments on the Company’s existing operating leases existing as of December 31, 2018 where it is lessee (primarily land leases and the Company’s corporate office lease). In addition, the Company currently expects that it will record straight-line rent receivables of approximately $25.0 million, which represents the impact of the Company’s position as sub-lessor in the land leases. As lessor accounting remained largely unchanged, the Company expects substantially all its leases to continue to be classified as operating leases. Due to the new standard’s narrowed definition of initial direct costs, the Company expects to expense as incurred lease origination costs that are not contingent and that were previously capitalized. A substantial portion of the Company’s lease contracts (under which it is lessor) are triple-net leases, which require the tenants to make payments to third parties for operating expenses such as property taxes, insurance and common area maintenance costs associated with the properties. The Company currently does not include these payments made by the lessee to third parties in rental revenue or property operating expenses and the Company will continue to report these items this way as a result of applying the guidance in Topic 842. In certain situations, the Company pays these operating expenses directly to third-parties and the tenant reimburses the Company. These payments will be presented on a gross basis as a result of applying the guidance in Topic 842. Although no impact to net income or cash flows is expected as a result of a gross presentation, it may have the impact of increasing both reported revenues and property operating expenses. The Company will continue its implementation work in 2019 including enhancements to the Company’s internal control framework, accounting systems and related documentation surrounding its lease accounting processes and the preparation of any additional disclosures that will be required. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which amends ASC Topic 326, Financial Instruments - Credit Losses. The ASU changes the methodology for measuring credit losses on financial instruments and timing of when such losses are recorded. The amendments in ASU No. 2016-13 require the Company to measure all expected credit losses based upon historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets and eliminates the incurred losses methodology under current U.S. GAAP. In addition, in November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which also amends ASC Topic 326, Financial Instruments - Credit Losses. The ASU states that operating lease receivables are not in the scope of Subtopic 326-20. ASU No. 2016-13 and ASU No. 2018-19 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company is currently evaluating the impact that these ASUs will have on its consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815) Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in this update permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes. The guidance is effective for fiscal years beginning after December 15, 2018. The Company does not expect a material impact on the Company’s consolidated financial statements when the new standard is implemented, however, the Company will consider the implications of this standard in the future.

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