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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2023
EPR Properties
(Exact name of registrant as specified in its charter)
Maryland   001-13561   43-1790877
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
(Address of principal executive offices) (Zip Code)
(816) 472-1700
(Registrant’s telephone number, including area code) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common shares, par value $0.01 per share EPR New York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per share EPR PrC New York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per share EPR PrE New York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share EPR PrG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On February 22, 2023, the Company announced its results of operations and financial condition for the fourth quarter and year ended December 31, 2022.




Item 2.02 Results of Operations and Financial Condition.

The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.
In addition, on February 22, 2023, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the fourth quarter and year ended December 31, 2022, the text of which are set forth in Exhibits 99.2 and 99.3 hereto, respectively, and are hereby incorporated by reference herein.
The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits. 
Exhibit
No.
   Description
  
  
Press Release dated February 22, 2023 issued by EPR Properties announcing its results of operations and financial condition for the fourth quarter and year ended December 31, 2022.
  
Investor slide presentation for the fourth quarter and year ended December 31, 2022, made available by EPR Properties on February 22, 2023.
Supplemental Operating and Financial Data for the fourth quarter and year ended December 31, 2022, made available by EPR Properties on February 22, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EPR PROPERTIES
By: /s/ Mark A. Peterson
Mark A. Peterson
Executive Vice President, Treasurer and Chief Financial
Officer
Date: February 22, 2023



















































EX-99.1 2 ex991-eprx12312022earnings.htm PRESS RELEASE Document


Exhibit 99.1
pressreleaseheaderlesswhitea.jpg

EPR Properties Reports Fourth Quarter and 2022 Year-end Results

Kansas City, MO, February 22, 2023 -- EPR Properties (NYSE:EPR) today announced operating results for the fourth quarter and year ended December 31, 2022 (dollars in thousands, except per share data):    
  Three Months Ended December 31, Year Ended December 31,
  2022 2021 2022 2021
Total revenue $ 178,703  $ 154,906  $ 658,031  $ 531,680 
Net income available to common shareholders 36,287  38,523  152,088  74,472 
Net income available to common shareholders per diluted common share 0.48  0.51  2.03  1.00 
Funds From Operations as adjusted (FFOAA) (1) 94,967  80,880  355,157  231,293 
FFOAA per diluted common share (1) 1.25  1.08  4.69  3.09 
Adjusted Funds From Operations (AFFO) (1) 96,799  83,290  370,340  243,937 
AFFO per diluted common share (1) 1.27  1.11  4.89  3.26 
(1) A non-GAAP financial measure

Fourth Quarter and 2022 Company Headlines
•Strong Fourth Quarter Caps Off Year of Significant Earnings Growth - The Company's net income per diluted share and FFOAA per diluted share for the year ended December 31, 2022 grew by approximately 103% and 52%, respectively, versus the prior year demonstrating the Company's continued strong recovery from the impact of the COVID-19 pandemic.
•Executes on Investment Pipeline - The Company's investment spending for 2022 totaled $402.5 million and consisted of experiential acquisitions and development and redevelopment projects. As of December 31, 2022, the Company has also committed an additional approximately $250.0 million for experiential development and redevelopment projects, which is expected to be funded over the next two years without the need to raise additional capital.
•Solid Deferral Collections - During the fourth quarter, the Company collected $4.6 million of deferred rent from accrual basis customers that reduced receivables and $6.2 million of deferred rent from cash basis customers that were booked as additional revenue. Through December 31, 2022, the Company has collected over $120.0 million of rent and interest that had been deferred as a result of the pandemic.
•Strong Liquidity Position - As of December 31, 2022, the Company had cash on hand of $107.9 million, no borrowings on its $1.0 billion unsecured revolving credit facility and a consolidated debt profile, all at fixed interest rates with no maturities until 2024.

"We delivered significant earnings growth in 2022, demonstrating our strong recovery and the resiliency of experiential investments,” stated Greg Silvers, President and CEO of EPR Properties. “We are pleased that in the fourth quarter and and in January and February of 2023, we have received all scheduled rent and deferral payments from Regal, and we are working with them through the bankruptcy process toward a resolution. During the year, we also reinitiated our investment spending platform, deploying capital in a disciplined manner across a variety of experiential assets, and have an actionable growth pipeline including capital already committed to forward projects. We maintain a well-covered dividend and continue to generate strong free cash flow, which along with our well-positioned balance sheet, should allow us to continue to grow our experiential portfolio.”




Investment Update
The Company's investment spending during the three months ended December 31, 2022 totaled $81.2 million, bringing the total of investment spending for the year ended December 31, 2022 to $402.5 million, and included funding of $56.8 million on a new mortgage note secured by six fitness & wellness properties, as well as the acquisition of a 92% interest in an experiential lodging property for $6.8 million. Investment spending for the quarter also included experiential build-to-suit development and redevelopment projects.

As of December 31, 2022, the Company has also committed an additional approximately $250.0 million for experiential development and redevelopment projects, which is expected to be funded over the next two years without the need to raise additional capital. During 2023, we intend to be more selective in making investments utilizing excess cash flow and borrowings under our line of credit, until such time as our cost of capital returns to acceptable levels.

Solid Deferral Collections
In addition to regular quarterly collections, during the fourth quarter, the Company collected $4.6 million of deferred rent from accrual basis customers that reduced receivables and $6.2 million of deferred rent from cash basis customers that were booked as additional revenue. Through December 31, 2022, the Company has collected over $120.0 million of rent and interest that had been deferred as a result of the pandemic.

At quarter-end, the Company had receivables from accrual basis tenants of approximately $2.1 million that were deferred due to the COVID-19 pandemic and are included in accounts receivable in the accompanying consolidated balance sheet. The Company expects to collect $1.6 million from accrual basis tenants in 2023.

Regal Update
On September 7, 2022, Cineworld Group, plc, Regal Entertainment Group and the Company's other Regal theatre tenants (collectively, “Regal”) filed for protection under Chapter 11 of the U.S. Bankruptcy Code (the “Code”). Regal leases 57 theatres from the Company pursuant to two master leases and 28 single property leases (the “Regal Leases”). Revenue for Regal continues to be recognized on a cash basis. As a result of the filing, Regal did not pay its rent or monthly deferral payment for September 2022 but subsequently paid portions of this amount pursuant to an order of the bankruptcy court. Regal resumed payment of rent and deferral payments for all Regal Leases commencing in October 2022 and has continued making these payments through February 2023. However, there can be no assurance that subsequent payments will be made in a timely and complete manner.

We are currently in negotiations with Regal regarding the properties Regal will continue to operate and the terms and conditions of leases for those properties. Regal is entitled to certain rights under the Code regarding the assumption or rejection of the Regal Leases. There can be no assurance that these negotiations will be successful and which Regal Leases, if any, will be assumed under the Code. In December of 2022, Regal filed a motion to reject leases for three of our properties, but subsequently elected not to proceed with these rejections as of February 22, 2023. Additionally, Regal owes us a significant amount of rent deferred during the COVID-19 pandemic pursuant to a Promissory Note. This amount is not on our balance sheet and there can be no assurance how much of the amount, if any, we will recover under the Promissory Note.

Other Income and Charges
During the fourth quarter, the Company recognized $7.0 million in other income related to a sale participation payment received in connection with the sale of Crème de la Crème's early childhood education business to KinderCare. KinderCare is expected to exercise a lease termination right effective during the second quarter of 2023 with respect to five early education properties, representing $2.8 million in annual rental income. The leases on the remaining 16 early education properties contain a contractual rent adjustment effective January 1, 2024, based on performance, which we anticipate will partially offset the anticipated rent reduction.




During the fourth quarter, the Company recognized $2.1 million in other income related to a sale participation payment received in connection with the sale of a ski property that secured a mortgage loan that had previously been paid in full in 2019.

During the fourth quarter, the Company reassessed the holding period of the five KinderCare properties subject to the lease terminations as well as two of the Regal theatre properties subject to the motion to reject leases, and determined that the estimated cash flows were not sufficient to recover the carrying values. Accordingly, during the three months ended December 31, 2022, the Company recognized non-cash impairment charges totaling $23.0 million, which were comprised of $21.0 million of impairments of real estate investments and a $2.0 million impairment of an operating lease right-of-use asset at one of these properties. Because the outcome of the negotiations with Regal are unknown, there can be no assurance that there will not be future impairments related to other theatres currently leased to Regal.

The sale participation income totaling $9.1 million and the impairment charges of $23.0 million have been excluded from FFOAA and AFFO.

Strong Liquidity Position
The Company remains focused on maintaining strong liquidity and financial flexibility. The Company had $107.9 million of cash on hand at year-end, no borrowings on its $1.0 billion unsecured revolving credit facility and a consolidated debt profile all at fixed interest rates with no maturities until 2024.

Portfolio Update
The Company's total assets were approximately $5.8 billion (after accumulated depreciation of approximately $1.3 billion) and total investments (a non-GAAP financial measure) were approximately $6.7 billion at December 31, 2022 with Experiential investments totaling $6.2 billion, or 92%, and Education investments totaling $0.5 billion, or 8%.

The Company's Experiential portfolio (excluding property under development and undeveloped land inventory) consisted of the following property types (owned or financed) at December 31, 2022:
•172 theatre properties;
•57 eat & play properties (including seven theatres located in entertainment districts);
•23 attraction properties;
•11 ski properties;
•seven experiential lodging properties;
•15 fitness & wellness properties;
•one gaming property; and
•three cultural properties.

As of December 31, 2022, the Company's owned Experiential portfolio consisted of approximately 20.0 million square feet, which was 97% leased and included a total of $76.0 million in property under development and $20.2 million in undeveloped land inventory.

The Company's Education portfolio consisted of the following property types (owned or financed) at December 31, 2022:
•65 early childhood education center properties; and
•nine private school properties.

As of December 31, 2022, the Company's owned Education portfolio consisted of approximately 1.4 million square feet, which was 100% leased.

The combined owned portfolio consisted of 21.5 million square feet and was 97% leased.




Guidance
Due to the uncertainty related to Regal's bankruptcy proceedings, the Company is not providing 2023 earnings guidance at this time. Earnings guidance is expected to be provided subsequent to the resolution of such proceedings.

The Company is providing 2023 investment spending guidance of a range of $200.0 million to $300.0 million.

Dividend Information
The Company declared regular monthly cash dividends during the fourth quarter of 2022 totaling $0.825 per common share. Additionally, the Board declared its regular quarterly dividends to preferred shareholders of $0.359375 per share on both the Company's 5.75% Series C cumulative convertible preferred shares and Series G cumulative redeemable preferred shares and $0.5625 per share on its 9.00% Series E cumulative convertible preferred shares.

Conference Call Information
Management will host a conference call to discuss the Company's financial results on February 23, 2022 at 8:30 a.m. Eastern Time. The call may also include discussion of Company developments and forward-looking and other material information about business and financial matters. The conference will be webcast and can be accessed via the Webcasts page in the Investor Center on the Company's website located at https://investors.eprkc.com/webcasts. To access the audio-only call, visit the Webcasts page for the link to register and receive dial-in information and a PIN providing access to the live call. It is recommended that you join 10 minutes prior to the start of the event (although you may register and dial-in at any time during the call).

You may watch a replay of the webcast by visiting the Webcasts page at https://investors.eprkc.com/webcasts.

Quarterly and Year-End Supplemental
The Company's supplemental information package for the fourth quarter and year ended December 31, 2022 is available in the Investor Center on the Company's website located at https://investors.eprkc.com/earnings-supplementals.



EPR Properties
Consolidated Statements of Income
(Unaudited, dollars in thousands except per share data)
  Three Months Ended December 31, Year Ended December 31,
  2022 2021 2022 2021
Rental revenue $ 152,652  $ 137,345  $ 575,601  $ 478,882 
Other income 16,756  9,014  47,382  18,816 
Mortgage and other financing income 9,295  8,547  35,048  33,982 
Total revenue 178,703  154,906  658,031  531,680 
Property operating expense 13,747  12,933  55,985  56,739 
Other expense 7,705  8,313  33,809  21,741 
General and administrative expense 13,082  10,496  51,579  44,362 
Transaction costs 993  60  4,533  3,402 
Credit loss expense (benefit) 1,369  (2,295) 10,816  (21,972)
Impairment charges 22,998  —  27,349  2,711 
Depreciation and amortization 41,303  40,294  163,652  163,770 
Total operating expenses 101,197  69,801  347,723  270,753 
Gain on sale of real estate 347  16,382  651  17,881 
Income from operations 77,853  101,487  310,959  278,808 
Costs associated with loan refinancing or payoff —  20,469  —  25,451 
Interest expense, net 31,879  34,005  131,175  148,095 
Equity in loss from joint ventures 3,559  2,059  1,672  5,059 
Impairment charges on joint ventures —  —  647  — 
Income before income taxes 42,415  44,954  177,465  100,203 
Income tax expense 86  397  1,236  1,597 
Net income $ 42,329  $ 44,557  $ 176,229  $ 98,606 
Preferred dividend requirements 6,042  6,034  24,141  24,134 
Net income available to common shareholders of EPR Properties $ 36,287  $ 38,523  $ 152,088  $ 74,472 
Net income available to common shareholders of EPR Properties per share:
Basic $ 0.48  $ 0.51  $ 2.03  $ 1.00 
Diluted $ 0.48  $ 0.51  $ 2.03  $ 1.00 
Shares used for computation (in thousands):
Basic 75,022  74,806  74,967  74,755 
Diluted 75,111  74,808  75,043  74,756 



EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
  December 31, 2022 December 31, 2021
Assets
Real estate investments, net of accumulated depreciation of $1,302,640 and $1,167,734 at December 31, 2022 and 2021, respectively $ 4,714,136  $ 4,713,091 
Land held for development 20,168  20,168 
Property under development 76,029  42,362 
Operating lease right-of-use assets 200,985  180,808 
Mortgage notes and related accrued interest receivable 457,268  370,159 
Investment in joint ventures 52,964  36,670 
Cash and cash equivalents 107,934  288,822 
Restricted cash 2,577  1,079 
Accounts receivable 53,587  78,073 
Other assets 73,053  69,918 
Total assets $ 5,758,701  $ 5,801,150 
Liabilities and Equity
Accounts payable and accrued liabilities $ 80,087  $ 73,462 
Operating lease liabilities 241,407  218,795 
Dividends payable 27,438  24,930 
Unearned rents and interest 63,939  61,559 
Debt 2,810,111  2,804,365 
Total liabilities 3,222,982  3,183,111 
Total equity $ 2,535,719  $ 2,618,039 
Total liabilities and equity $ 5,758,701  $ 5,801,150 





Non-GAAP Financial Measures

Funds From Operations (FFO), Funds From Operations As Adjusted (FFOAA) and Adjusted Funds From Operations (AFFO)
The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition.

In addition to FFO, the Company presents FFOAA and AFFO. FFOAA is presented by adding to FFO transaction costs, credit loss expense (benefit), costs associated with loan refinancing or payoff, severance expense, preferred share redemption costs and impairment of operating lease right-of-use assets and subtracting sale participation income, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is presented by adding to FFOAA non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense to management and Trustees and amortization of above and below market leases, net and tenant allowances; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue (removing the impact of straight-lined ground sublease expense), and the non-cash portion of mortgage and other financing income.

FFO, FFOAA and AFFO are widely used measures of the operating performance of real estate companies and are provided here as supplemental measures to GAAP net income available to common shareholders and earnings per share, and management provides FFO, FFOAA and AFFO herein because it believes this information is useful to investors in this regard. FFO, FFOAA and AFFO are non-GAAP financial measures. FFO, FFOAA and AFFO do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO, FFOAA and AFFO the same way so comparisons with other REITs may not be meaningful.

























The following table reconciles net income available to common shareholders, the most directly comparable GAAP measure, to FFO, FFOAA and AFFO for the three months and year ended December 31, 2022 and 2021:

EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
  Three Months Ended December 31, Year Ended December 31,
  2022 2021 2022 2021
FFO:
Net income available to common shareholders of EPR Properties $ 36,287  $ 38,523  $ 152,088  $ 74,472 
Gain on sale of real estate (347) (16,382) (651) (17,881)
Impairment of real estate investments, net (1) 21,030  —  25,381  2,711 
Real estate depreciation and amortization 41,100  40,095  162,821  162,951 
Allocated share of joint venture depreciation 1,833  1,561  7,409  3,340 
Impairment charges on joint ventures (1) —  —  647  — 
FFO available to common shareholders of EPR Properties $ 99,903  $ 63,797  $ 347,695  $ 225,593 
FFO available to common shareholders of EPR Properties $ 99,903  $ 63,797  $ 347,695  $ 225,593 
Add: Preferred dividends for Series C preferred shares 1,938  —  7,752  — 
Add: Preferred dividends for Series E preferred shares 1,939  —  7,756  — 
Diluted FFO available to common shareholders of EPR Properties $ 103,780  $ 63,797  $ 363,203  $ 225,593 
FFOAA:
FFO available to common shareholders of EPR Properties $ 99,903  $ 63,797  $ 347,695  $ 225,593 
Transaction costs 993  60  4,533  3,402 
Credit loss expense (benefit) 1,369  (2,295) 10,816  (21,972)
Costs associated with loan refinancing or payoff —  20,469  —  25,451 
Sale participation income (included in other income) (9,134) —  (9,134) — 
Gain on insurance recovery (included in other income) —  (1,151) (552) (1,181)
Impairment of operating lease right-of-use asset (1) 1,968  —  1,968  — 
Deferred income tax benefit (132) —  (169) — 
FFOAA available to common shareholders of EPR Properties $ 94,967  $ 80,880  355,157  $ 231,293 
FFOAA available to common shareholders of EPR Properties $ 94,967  $ 80,880  $ 355,157  $ 231,293 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  7,752  — 
Add: Preferred dividends for Series E preferred shares 1,939  1,939  7,756  — 
Diluted FFOAA available to common shareholders of EPR Properties $ 98,844  $ 84,757  $ 370,665  $ 231,293 



  Three Months Ended December 31, Year Ended December 31,
  2022 2021 2022 2021
AFFO:
FFOAA available to common shareholders of EPR Properties $ 94,967  $ 80,880  $ 355,157  $ 231,293 
Non-real estate depreciation and amortization 203  199  831  819 
Deferred financing fees amortization 2,109  2,335  8,360  7,666 
Share-based compensation expense to management and trustees 4,114  3,685  16,666  14,903 
Amortization of above and below market leases, net and tenant allowances (90) (92) (355) (385)
Maintenance capital expenditures (2) (2,674) (1,718) (4,545) (4,631)
Straight-lined rental revenue (2,291) (1,974) (6,993) (5,664)
Straight-lined ground sublease expense 581  89  1,692  382 
Non-cash portion of mortgage and other financing income (120) (114) (473) (446)
AFFO available to common shareholders of EPR Properties $ 96,799  $ 83,290  $ 370,340  $ 243,937 
AFFO available to common shareholders of EPR Properties $ 96,799  $ 83,290  $ 370,340  $ 243,937 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  7,752  — 
Add: Preferred dividends for Series E preferred shares 1,939  1,939  7,756  — 
Diluted AFFO available to common shareholders of EPR Properties $ 100,676  $ 87,167  $ 385,848  $ 243,937 
FFO per common share:
Basic $ 1.33  $ 0.85  $ 4.64  $ 3.02 
Diluted 1.31  0.85  4.60  3.02 
FFOAA per common share:
Basic $ 1.27  $ 1.08  $ 4.74  $ 3.09 
Diluted 1.25  1.08  4.69  3.09 
AFFO per common share:
Basic $ 1.29  $ 1.11  $ 4.94  $ 3.26 
Diluted 1.27  1.11  4.89  3.26 
Shares used for computation (in thousands):
Basic 75,022  74,806  74,967  74,755 
Diluted 75,111  74,808  75,043  74,756 
Weighted average shares outstanding-diluted EPS 75,111  74,808  75,043  74,756 
Effect of dilutive Series C preferred shares 2,261  2,237  2,250  — 
Effect of dilutive Series E preferred shares 1,664  1,664  1,664  — 
Adjusted weighted average shares outstanding-diluted Series C and Series E 79,036  78,709  78,957  74,756 
Other financial information:
Dividends per common share $ 0.8250  $ 0.7500  $ 3.2500  $ 1.5000 
(1) Impairment charges recognized during the year ended December 31, 2022 totaled $28.0 million, which was comprised of $25.4 million of impairments of real estate investments, a $2.0 million impairment of an operating lease right-of-use asset and $0.6 million of impairments on joint ventures.
(2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.

The additional common shares that would result from the conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares for the year ended December 31, 2021, and the corresponding add-back of the preferred dividends declared on those shares are not included in the calculation of diluted FFO, FFOAA and AFFO per share for that period because the effect is anti-dilutive.



The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for the three months ended December 31, 2021, and the three months and year ended December 31, 2022. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO, FFOAA and AFFO per share for those periods.

Net Debt
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. The Company's method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

Gross Assets
Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated depreciation and reduced for cash and cash equivalents. By excluding accumulated depreciation and reducing cash and cash equivalents, the result provides an estimate of the investment made by the Company. The Company believes that investors commonly use versions of this calculation in a similar manner. The Company's method of calculating Gross Assets may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

Net Debt to Gross Assets Ratio
Net Debt to Gross Assets Ratio is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate capital structure and the magnitude of debt to gross assets. The Company believes that investors commonly use versions of this ratio in a similar manner. The Company's method of calculating the Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

EBITDAre
NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.

Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

Adjusted EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company.



The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding sale participation income, gain on insurance recovery, severance expense, credit loss (benefit) expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees.

The Company's method of calculating Adjusted EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered as an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

Net Debt to Adjusted EBITDAre Ratio
Net Debt to Adjusted EBITDAre Ratio is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate our capital structure and the magnitude of our debt against our operating performance. The Company believes that investors commonly use versions of this ratio in a similar manner. In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating the Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre and Net Debt to Adjusted EBITDAre Ratio (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands except ratios):



December 31,
2022 2021
Net Debt:
Debt $ 2,810,111 $ 2,804,365
Deferred financing costs, net 31,118 36,864
Cash and cash equivalents (107,934) (288,822)
Net Debt $ 2,733,295 $ 2,552,407
Gross Assets:
Total Assets $ 5,758,701 $ 5,801,150
Accumulated depreciation 1,302,640 1,167,734
Cash and cash equivalents (107,934) (288,822)
Gross Assets $ 6,953,407 $ 6,680,062
Debt to Total Assets Ratio 49  % 48  %
Net Debt to Gross Assets Ratio 39  % 38  %
Three Months Ended December 31,
2022 2021
EBITDAre and Adjusted EBITDAre:
Net income $ 42,329  $ 44,557 
Interest expense, net 31,879  34,005 
Income tax expense 86  397 
Depreciation and amortization 41,303  40,294 
Gain on sale of real estate (347) (16,382)
Impairment of real estate investments, net (1) 21,030  — 
Costs associated with loan refinancing or payoff —  20,469 
Allocated share of joint venture depreciation 1,833  1,561 
Allocated share of joint venture interest expense 2,215  1,145 
EBITDAre $ 140,328  $ 126,046 
Sale participation income (2) (9,134) — 
Gain on insurance recovery (2) —  (1,151)
Transaction costs 993  60 
Credit loss expense (benefit) 1,369  (2,295)
Impairment of operating lease right-of-use assets (1) 1,968  — 
Adjusted EBITDAre $ 135,524  $ 122,660 
Adjusted EBITDAre (annualized) (3) $ 542,096  $ 490,640 
Net Debt/Adjusted EBITDAre Ratio 5.0  5.2 
(1) Impairment charges recognized during the three months ended December 31, 2022 totaled $23.0 million, which was comprised of $21.0 million of impairments of real estate investments and $2.0 million of impairments of operating lease right-of-use assets.
(2) Included in other income in the accompanying consolidated statements of income and comprehensive income for the quarter. Other income includes the following:
Three Months Ended December 31,
2022 2021
Income from settlement of foreign currency swap contracts $ 246  $ 41 
Sale participation income 9,134  — 
Gain on insurance recovery —  1,151 
Operating income from operated properties 7,325  7,815 
Miscellaneous income 51 
Other income $ 16,756  $ 9,014 
(3) Adjusted EBITDA for the quarter is multiplied by four to calculate an annualized amount.




Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands):
December 31, 2022 December 31, 2021
Total assets $ 5,758,701  $ 5,801,150 
Operating lease right-of-use assets (200,985) (180,808)
Cash and cash equivalents (107,934) (288,822)
Restricted cash (2,577) (1,079)
Accounts receivable (53,587) (78,073)
Add: accumulated depreciation on real estate investments 1,302,640  1,167,734 
Add: accumulated amortization on intangible assets (1) 23,487  20,163 
Prepaid expenses and other current assets (1) (33,559) (24,865)
Total investments $ 6,686,186  $ 6,415,400 
Total Investments:
Real estate investments, net of accumulated depreciation $ 4,714,136  $ 4,713,091 
Add back accumulated depreciation on real estate investments 1,302,640  1,167,734 
Land held for development 20,168  20,168 
Property under development 76,029  42,362 
Mortgage notes and related accrued interest receivable 457,268  370,159 
Investment in joint ventures 52,964  36,670 
Intangible assets, gross (1) 60,109  57,962 
Notes receivable and related accrued interest receivable, net (1) 2,872  7,254 
Total investments $ 6,686,186  $ 6,415,400 
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
December 31, 2022 December 31, 2021
Intangible assets, gross $ 60,109  $ 57,962 
Less: accumulated amortization on intangible assets (23,487) (20,163)
Notes receivable and related accrued interest receivable, net 2,872  7,254 
Prepaid expenses and other current assets 33,559  24,865 
Total other assets $ 73,053  $ 69,918 
About EPR Properties
EPR Properties (NYSE:EPR) is the leading diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have total assets of approximately $5.8 billion (after accumulated depreciation of approximately $1.3 billion) across 44 states. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage and the potential for stable and attractive returns. Further information is available at www.eprkc.com.




CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company’s Annual Report on Form 10-K is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our guidance, the uncertain financial impact of the COVID-19 pandemic, uncertainties regarding the ultimate impact of a customer's pending bankruptcy proceeding on our existing leases with Regal theatre tenants, our capital resources and liquidity, our pursuit of growth opportunities, the timing of transaction closings and investment spending, our expected cash flows, the performance of our customers, our expected cash collections and our results of operations and financial condition. The forward-looking statements presented herein are based on the Company's current expectations. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.

EPR Properties
Brian Moriarty, 816-472-1700
www.eprkc.com

EX-99.2 3 q42022earningscall.htm EARNINGS RELEASE PRESENTATION q42022earningscall
FOURTH QUARTER 2022 EARNINGS CALL February 23, 2023


 
2 The financial results in this document reflect preliminary, unaudited results, which are not final until the Company’s Quarterly Report on Form 10-Q is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to the uncertain financial impact of the COVID-19 pandemic, our guidance, our capital resources and liquidity, our expected dividend payments, our expected cash flows and liquidity, the performance of our customers, our expected cash collections, expected use of proceeds from dispositions and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with applicable covenants under its debt agreements, which could materially impact actual performance. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof. DISCLAIMER


 
INTRODUCTORY COMMENTS


 
PORTFOLIO UPDATE


 
5 PORTFOLIO OVERVIEW Education Portfolio 74 Properties; 8 Operators Occupancy at 100% *See Annual Report on Form 10-K for definition and calculation of this non-GAAP measure Experiential Portfolio 289 Properties; 49 Operators Occupancy at 97% $6.2B (92%) Total Investments* Total Portfolio Snapshot ~$6.7B Total Investments* 363 Properties Occupancy at 97% Q4 Investment Spending $81.2M


 
6 PORTFOLIO COVERAGE *BoxOfficeMojo TTM September 2022 YE 2019 Theatre Coverage 1.4x 1.7x Box Office* $7.7B $11.4B Non-Theatre Coverage 2.7x 2.2x Total Portfolio Coverage 2.0x 1.9x Strong Total Portfolio Coverage Methodology – Coverage numerator is customer's store level EBITDARM and denominator is EPR's minimum rent or interest (excludes non-cash straight-line rent or interest income from the effective interest method of accounting) EBITDARM data is sourced from customers' reported store level profit and loss statements


 
7 THEATRES *BoxOfficeMojo Box Office Recovery* $1.8B Q4 BOX OFFICE $7.4B 2022 BOX OFFICE 2023 Film Slate #3 #5 #9 Highest grossing North American box office films of all time $4.5B 2021 BOX OFFICE


 
8 PORTFOLIO UPDATE Ski Season performance strong; Q4 visits & revenue up Eat & Play Portfolio revenue up 13% and EBITDARM up 12% over 2021 Attractions & Cultural Many had increased attendance & revenue; Valcartier & Calypso exceeded expectations; Pac Park & City Museum continue momentum Experiential Lodging ADR and RevPAR growth; rebrand to Camp Margaritaville Breaux Bridge Fitness & Wellness Strong occupancy & continued ADR growth at The Springs; acquired Movement Climbing Yoga Fitness


 
9 INVESTMENT SPENDING • Q4 Investment spending was $81.2M o Closed on a commitment for $68M in mortgage financing – add an indoor waterpark to The Bavarian Inn Lodge o Funded $56.8M of $64.5M mortgage for 6 Gravity Haus locations – a club model concept providing fitness, wellness, dining, and lodging; excited for new partnership • 2022 Investment spending – $402.5M, with total transactions closed $600M+ 2023 Investment Spending Guidance $200M-$300M


 
FINANCIAL REVIEW


 
1 1 (In millions except per-share data) *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2022 for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance Quarter ended December 31, 2022 2021 $ Change % Change Total Revenue $178.7 $154.9 $23.8 15% Net Income – Common 36.3 38.5 (2.2) (6%) FFO as adj. – Common* 95.0 80.9 14.1 17% AFFO – Common* 96.8 83.3 13.5 16% Net Income/share – Common 0.48 0.51 (0.03) (6%) FFO/share - Common, as adj.* 1.25 1.08 0.17 16% AFFO/share - Common* 1.27 1.11 0.16 14%


 
1 2 (In millions except per-share data) *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2022 for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance Year ended December 31, 2022 2021 $ Change % Change Total Revenue $658.0 $531.7 $126.3 24% Net Income – Common 152.1 74.5 77.6 104% FFO as adj. – Common* 355.2 231.3 123.9 54% AFFO – Common* 370.3 243.9 126.4 52% Net Income/share – Common 2.03 1.00 1.03 103% FFO/share - Common, as adj.* 4.69 3.09 1.60 52% AFFO/share - Common* 4.89 3.26 1.63 50%


 
1 3 FINANCIAL HIGHLIGHTS Key Ratios* Quarter ended December 31, 2022 Fixed charge coverage 3.4x Debt service coverage 4.0x Interest coverage 4.0x Net Debt to Adjusted EBITDAre 5.0x Net Debt to Gross Assets 39% AFFO payout 65% *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2022 for definitions and calculations of these non-GAAP measures


 
1 4 Debt • $2.8B total debt; all fixed rate or fixed through int. rate swaps at wtd. avg. = 4.3% • Weighted avg. debt maturity of 5.3 years; no scheduled debt maturities until 2024 Liquidity Position at 12/31/22 • $107.9 M unrestricted cash • No balance on $1B revolver CAPITAL MARKETS UPDATE


 
1 5 2023 GUIDANCE FFO AS ADJUSTED Not providing due to uncertainty related to Regal Bankruptcy INVESTMENT SPENDING $200M - $300M PERCENTAGE RENT $8.5M - $12.5M GENERAL & ADMINISTRATIVE EXPENSE $54M - $57M


 
CLOSING COMMENTS


 
EPR Properties 909 Walnut Street, Suite 200 Kansas City, MO 64106 www.eprkc.com 816-472-1700 info@eprkc.com


 
EX-99.3 4 ex993-eprx12312022suppleme.htm SUPPLEMENTAL OPERATING AND FINANCIAL DATA Document
Exhibit 99.3

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TABLE OF CONTENTS
SECTION PAGE
Company Profile
Investor Information
Selected Financial Information
Selected Balance Sheet Information
Selected Operating Data
Funds From Operations and Funds From Operations as Adjusted
Adjusted Funds From Operations
Capital Structure
Summary of Ratios
Summary of Mortgage Notes Receivable
Summary of Unconsolidated Joint Ventures
Investment Spending and Disposition Summaries
Property Under Development - Investment Spending Estimates
Portfolio Detail
Lease Expirations
Top Ten Customers by Total Revenue
Guidance
Definitions-Non-GAAP Financial Measures
Appendix-Reconciliation of Certain Non-GAAP Financial Measures

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Q4 2022 Supplemental
Page 2


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The financial results in this document reflect preliminary, unaudited results, which are not final until the Company’s Annual Report on Form 10-K is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our guidance, the uncertain financial impact of the COVID-19 pandemic, uncertainties regarding the ultimate impact of a customer's pending bankruptcy proceeding on our existing leases with Regal theatre tenants, our capital resources and liquidity, our pursuit of growth opportunities, the timing of transaction closings and investment spending, our expected cash flows, the performance of our customers, our expected cash collections and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 25 through 27 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 28 through 32.



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Q4 2022 Supplemental
Page 3


COMPANY PROFILE
THE COMPANY COMPANY STRATEGY
EPR Properties ("we," "us," "our," "EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997. Our primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
Our strategic growth is focused on acquiring or developing a diversified portfolio of experiential real estate venues which create value by facilitating out of home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. This strategy is driven by the long-term trends of the growing experience economy.
Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
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As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
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BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
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Q4 2022 Supplemental
Page 4


INVESTOR INFORMATION
SENIOR MANAGEMENT
Greg Silvers Mark Peterson
Chairman, President and Chief Executive Officer Executive Vice President and Chief Financial Officer
Craig Evans Greg Zimmerman
Executive Vice President, General Counsel and Secretary Executive Vice President and Chief Investment Officer
Tonya Mater Elizabeth Grace
Senior Vice President and Chief Accounting Officer Senior Vice President - Human Resources and Administration
COMPANY INFORMATION
CORPORATE HEADQUARTERS TRADING SYMBOLS
909 Walnut Street, Suite 200 Common Stock:
Kansas City, MO 64106 EPR
816-472-1700 Preferred Stock:
www.eprkc.com EPR-PrC
EPR-PrE
STOCK EXCHANGE LISTING EPR-PrG
New York Stock Exchange
EQUITY RESEARCH COVERAGE
Bank of America Merrill Lynch Jeffrey Spector/Joshua Dennerlein 646-855-1363
Citi Global Markets Nick Joseph 212-816-1383
Janney Montgomery Scott Rob Stevenson 646-840-3217
J.P. Morgan Anthony Paolone 212-622-6682
Kansas City Capital Associates Jonathan Braatz 816-932-8019
Keybanc Capital Markets Todd Thomas 917-368-2286
Ladenburg Thalmann John Massocca 212-409-2056
Raymond James & Associates RJ Milligan 727-567-2585
RBC Capital Markets Michael Carroll 440-715-2649
Stifel Simon Yarmak 443-224-1345
Truist Ki Bin Kim 212-303-4124

EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
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Q4 2022 Supplemental
Page 5


SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
OPERATING INFORMATION: 2022 2021 2022 2021
Revenue $ 178,703  $ 154,906  $ 658,031  $ 531,680 
Net income available to common shareholders of EPR Properties 36,287  38,523  152,088  74,472 
EBITDAre (1) 140,328  126,046  511,512  429,450 
Adjusted EBITDAre (1) 135,524  122,660  519,143  409,699 
Interest expense, net 31,879  34,005  131,175  148,095 
Capitalized interest 680  225  1,286  1,567 
Straight-lined rental revenue 2,291  1,974  6,993  5,664 
Dividends declared on preferred shares 6,042  6,034  24,141  24,134 
Dividends declared on common shares 61,896  56,105  243,757  112,209 
General and administrative expense 13,082  10,496  51,579  44,362 
DECEMBER 31,
BALANCE SHEET INFORMATION: 2022 2021
Total assets $ 5,758,701  $ 5,801,150 
Accumulated depreciation 1,302,640  1,167,734 
Cash and cash equivalents 107,934  288,822 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets) 6,953,407  6,680,062 
Debt 2,810,111  2,804,365 
Deferred financing costs, net 31,118  36,864 
Net debt (1) 2,733,295  2,552,407 
Equity 2,535,719  2,618,039 
Common shares outstanding 75,025  74,808 
Total market capitalization (using EOP closing price and liquidation values) (2) 5,934,256  6,476,062 
Net debt/total market capitalization ratio (1) 46  % 39  %
Debt to total assets ratio 49  % 48  %
Net debt/gross assets ratio (1) 39  % 38  %
Net debt/Adjusted EBITDAre ratio (1) (3) 5.0  5.2 
(1) See pages 25 through 27 for definitions. See calculation on page 31, as applicable.
(2) See calculation on page 15.
(3) Adjusted EBITDAre in this calculation is for the three month period multiplied times four. See pages 25 through 27 for definitions. See calculation on page 31.
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Q4 2022 Supplemental
Page 6


SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Real estate investments $ 6,016,776  $ 6,048,144  $ 6,081,941  $ 5,945,204  $ 5,880,825  $ 5,943,074 
Less: accumulated depreciation (1,302,640) (1,278,427) (1,243,240) (1,206,317) (1,167,734) (1,142,513)
Land held for development 20,168  20,168  20,168  20,168  20,168  21,875 
Property under development 76,029  56,347  8,241  10,885  42,362  20,166 
Operating lease right-of-use assets 200,985  199,031  202,708  177,174  180,808  175,987 
Mortgage notes and related accrued interest receivable 457,268  399,485  374,617  370,021  370,159  369,134 
Investment in joint ventures 52,964  50,124  47,705  36,564  36,670  38,729 
Cash and cash equivalents 107,934  160,838  168,266  323,761  288,822  144,433 
Restricted cash 2,577  5,252  1,277  2,956  1,079  5,142 
Accounts receivable 53,587  53,375  60,176  60,704  78,073  80,491 
Other assets 73,053  78,422  71,583  76,950  69,918  64,639 
Total assets $ 5,758,701  $ 5,792,759  $ 5,793,442  $ 5,818,070  $ 5,801,150  $ 5,721,157 
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities
$ 80,087  $ 83,384  $ 67,178  $ 92,999  $ 73,462  $ 87,021 
Operating lease liabilities
241,407  237,254  240,595  215,112  218,795  214,065 
Common dividends payable
21,405  21,411  21,146  20,946  18,896  18,802 
Preferred dividends payable
6,033  6,033  6,033  6,033  6,034  6,033 
Unearned rents and interest
63,939  79,943  72,833  76,013  61,559  79,692 
Line of credit
—  —  —  —  —  — 
Deferred financing costs, net
(31,118) (32,642) (34,149) (35,376) (36,864) (32,166)
Other debt
2,841,229  2,841,229  2,841,229  2,841,229  2,841,229  2,716,229 
Total liabilities 3,222,982  3,236,612  3,214,865  3,216,956  3,183,111  3,089,676 
Equity:
Common stock and additional paid-in-capital
3,900,557  3,896,179  3,891,509  3,887,065  3,877,639  3,873,599 
Preferred stock at par value
148  148  148  148  148  148 
Treasury stock
(269,751) (269,744) (269,608) (269,608) (264,817) (264,679)
Accumulated other comprehensive income 1,897  1,097  10,675  10,471  9,955  9,625 
Distributions in excess of net income
(1,097,132) (1,071,533) (1,054,147) (1,026,962) (1,004,886) (987,212)
Total equity 2,535,719  2,556,147  2,578,577  2,601,114  2,618,039  2,631,481 
Total liabilities and equity $ 5,758,701  $ 5,792,759  $ 5,793,442  $ 5,818,070  $ 5,801,150  $ 5,721,157 
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SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Rental revenue $ 152,652  $ 140,471  $ 142,875  $ 139,603  $ 137,345  $ 123,040 
Other income 16,756  11,360  9,961  9,305  9,014  8,091 
Mortgage and other financing income 9,295  9,579  7,610  8,564  8,547  8,516 
Total revenue 178,703  161,410  160,446  157,472  154,906  139,647 
Property operating expense 13,747  14,707  13,592  13,939  12,933  13,815 
Other expense 7,705  9,135  8,872  8,097  8,313  7,851 
General and administrative expense 13,082  12,582  12,691  13,224  10,496  11,154 
Transaction costs 993  148  1,145  2,247  60  2,132 
Credit loss expense (benefit) 1,369  241  9,512  (306) (2,295) (14,096)
Impairment charges 22,998  —  —  4,351  —  2,711 
Depreciation and amortization 41,303  41,539  40,766  40,044  40,294  42,612 
Total operating expenses 101,197  78,352  86,578  81,596  69,801  66,179 
Gain on sale of real estate 347  304  —  —  16,382  787 
Income from operations 77,853  83,362  73,868  75,876  101,487  74,255 
Costs associated with loan refinancing or payoff —  —  —  —  20,469  4,741 
Interest expense, net 31,879  32,747  33,289  33,260  34,005  36,584 
Equity in loss (income) from joint ventures 3,559  (572) (1,421) 106  2,059  418 
Impairment charges on joint ventures —  —  647  —  —  — 
Income before income taxes 42,415  51,187  41,353  42,510  44,954  32,512 
Income tax expense 86  388  444  318  397  395 
Net income 42,329  50,799  40,909  42,192  44,557  32,117 
Preferred dividend requirements 6,042  6,033  6,033  6,033  6,034  6,033 
Net income available to common shareholders of EPR Properties $ 36,287  $ 44,766  $ 34,876  $ 36,159  $ 38,523  $ 26,084 
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FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1): 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Net income available to common shareholders of EPR Properties $ 36,287  $ 44,766  $ 34,876  $ 36,159  $ 38,523  $ 26,084 
Gain on sale of real estate (347) (304) —  —  (16,382) (787)
Impairment of real estate investments, net (2) 21,030  —  —  4,351  —  2,711 
Real estate depreciation and amortization 41,100  41,331  40,563  39,827  40,095  42,415 
Allocated share of joint venture depreciation 1,833  2,093  1,996  1,487  1,561  966 
Impairment charges on joint ventures —  —  647  —  —  — 
FFO available to common shareholders of EPR Properties $ 99,903  $ 87,886  $ 78,082  $ 81,824  $ 63,797  $ 71,389 
FFO available to common shareholders of EPR Properties $ 99,903  $ 87,886  $ 78,082  $ 81,824  $ 63,797  $ 71,389 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  1,938  1,938  —  — 
Add: Preferred dividends for Series E preferred shares 1,939  1,939  1,939  1,939  —  — 
Diluted FFO available to common shareholders of EPR Properties $ 103,780  $ 91,763  $ 81,959  $ 85,701  $ 63,797  $ 71,389 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties $ 99,903  $ 87,886  $ 78,082  $ 81,824  $ 63,797  $ 71,389 
Transaction costs 993  148  1,145  2,247  60  2,132 
Credit loss expense (benefit) 1,369  241  9,512  (306) (2,295) (14,096)
Costs associated with loan refinancing or payoff —  —  —  —  20,469  4,741 
Sale participation income (included in other income) (9,134) —  —  —  —  — 
Impairment of operating lease right-of-use asset (2) 1,968  —  —  —  —  — 
Gain on insurance recovery (included in other income) —  —  —  (552) (1,151) — 
Deferred income tax benefit (132) (37) —  —  —  — 
FFO as adjusted available to common shareholders of EPR Properties $ 94,967  $ 88,238  $ 88,739  $ 83,213  $ 80,880  $ 64,166 
FFO as adjusted available to common shareholders of EPR Properties $ 94,967  $ 88,238  $ 88,739  $ 83,213  $ 80,880  $ 64,166 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  1,938  1,938  1,938  — 
Add: Preferred dividends for Series E preferred shares 1,939  1,939  1,939  1,939  1,939  — 
Diluted FFO as adjusted available to common shareholders of EPR Properties $ 98,844  $ 92,115  $ 92,616  $ 87,090  $ 84,757  $ 64,166 
FFO per common share:
Basic $ 1.33  $ 1.17  $ 1.04  $ 1.09  $ 0.85  $ 0.95 
Diluted 1.31  1.16  1.04  1.09  0.85  0.95 
FFO as adjusted per common share:
Basic $ 1.27  $ 1.18  $ 1.18  $ 1.11  $ 1.08  $ 0.86 
Diluted 1.25  1.16  1.17  1.10  1.08  0.86 
Shares used for computation (in thousands):
Basic 75,022  75,016  74,986  74,843  74,806  74,804 
Diluted 75,111  75,183  75,234  75,047  74,808  74,911 
Effect of dilutive Series C preferred shares 2,261  2,250  2,245  2,241  2,237  — 
Effect of dilutive Series E preferred shares 1,664  1,664  1,664  1,664  1,664  — 
Adjusted weighted-average shares outstanding-diluted Series C and Series E 79,036  79,097  79,143  78,952  78,709  74,911 
(1) See pages 25 through 27 for definitions.
(2) Impairment charges recognized during the three months ended December 31, 2022 totaled $23.0 million, which was comprised of $21.0 million of impairments of real estate investments and a $2.0 million impairment of an operating lease right-of-use asset.
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ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1): 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
FFO available to common shareholders of EPR Properties
$ 99,903  $ 87,886  $ 78,082  $ 81,824  $ 63,797  $ 71,389 
Adjustments:
Transaction costs 993  148  1,145  2,247  60  2,132 
Credit loss expense (benefit) 1,369  241  9,512  (306) (2,295) (14,096)
Costs associated with loan refinancing or payoff
—  —  —  —  20,469  4,741 
Sale participation income (included in other income) (9,134) —  —  —  —  — 
Impairment of operating lease right-of-use asset (2) 1,968  —  —  —  —  — 
Gain on insurance recovery (included in other income) —  —  —  (552) (1,151) — 
Deferred income tax benefit (132) (37) —  —  —  — 
Non-real estate depreciation and amortization 203  208  203  217  199  197 
Deferred financing fees amortization 2,109  2,090  2,090  2,071  2,335  2,210 
Share-based compensation expense to management and trustees
4,114  4,138  4,169  4,245  3,685  3,759 
Amortization of above/below market leases, net and tenant allowances (90) (89) (89) (87) (92) (98)
Maintenance capital expenditures (3) (2,674) (386) (134) (1,351) (1,718) (690)
Straight-lined rental revenue (2,291) (2,374) (1,733) (595) (1,974) (981)
Straight-lined ground sublease expense 581  602  261  248  89  98 
Non-cash portion of mortgage and other financing income
(120) (119) (118) (116) (114) 55 
AFFO available to common shareholders of EPR Properties $ 96,799  $ 92,308  $ 93,388  $ 87,845  $ 83,290  $ 68,716 
AFFO available to common shareholders of EPR Properties $ 96,799  $ 92,308  $ 93,388  $ 87,845  $ 83,290  $ 68,716 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  1,938  1,938  1,938  — 
Add: Preferred dividends for Series E preferred shares 1,939  1,939  1,939  1,939  1,939  — 
Diluted AFFO available to common shareholders of EPR Properties $ 100,676  $ 96,185  $ 97,265  $ 91,722  $ 87,167  $ 68,716 
Weighted average diluted shares outstanding (in thousands)
75,111  75,183  75,234  75,047  74,808  74,911 
Effect of dilutive Series C preferred shares 2,261  2,250  2,245  2,241  2,237  — 
Effect of dilutive Series E preferred shares 1,664  1,664  1,664  1,664  1,664  — 
Adjusted weighted-average shares outstanding-diluted 79,036  79,097  79,143  78,952  78,709  74,911 
AFFO per diluted common share $ 1.27  $ 1.22  $ 1.23  $ 1.16  $ 1.11  $ 0.92 
Dividends declared per common share $ 0.825  $ 0.825  $ 0.825  $ 0.775  $ 0.750  $ 0.7500 
AFFO payout ratio (4) 65  % 68  % 67  % 67  % 68  % 82  %
(1) See pages 25 through 27 for definitions.
(2) Impairment charges recognized during the three months ended December 31, 2022 totaled $23.0 million, which was comprised of $21.0 million of impairments of real estate investments and a $2.0 million impairment of an operating lease right-of-use asset.
(3) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(4) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2022
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
BONDS/TERM LOAN/OTHER (1) UNSECURED CREDIT FACILITY (2) UNSECURED SENIOR NOTES TOTAL WEIGHTED AVG INTEREST RATE
YEAR
2023 $ —  $ —  $ —  $ —  —%
2024 —  —  136,637  136,637  4.35%
2025 —  —  300,000  300,000  4.50%
2026 —  —  629,597  629,597  4.70%
2027 —  —  450,000  450,000  4.50%
2028 —  —  400,000  400,000  4.95%
2029 —  —  500,000  500,000  3.75%
2030 —  —  —  —  —%
2031 —  —  400,000  400,000  3.60%
2032 —  —  —  —  —%
2033 —  —  —  —  —%
Thereafter 24,995  —  —  24,995  2.53%
Less: deferred financing costs, net —  —  —  (31,118) —%
$ 24,995  $ —  $ 2,816,234  $ 2,810,111  4.32%
BALANCE WEIGHTED AVG INTEREST RATE WEIGHTED AVG MATURITY
Fixed rate unsecured debt $ 2,816,234  4.30  % 5.03 
Fixed rate secured debt (1) 24,995  2.53  % 24.58
Less: deferred financing costs, net (31,118) —  % — 
     Total $ 2,810,111  4.32  % 5.25
(1) Includes $25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2026.
(2) Unsecured Revolving Credit Facility Summary:
BALANCE RATE
COMMITMENT
AT 12/31/2022
MATURITY
AT 12/31/2022
$1,000,000 $— October 6, 2025 5.584%
Note: This facility will mature on October 6, 2025 and has two six-month extensions available at the Company's option and includes an accordion feature pursuant to which the maximum borrowing amount can be increased from $1.0 billion to $2.0 billion, in each case, subject to certain terms and conditions.
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2022 AND 2021
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT: December 31, 2022 December 31, 2021
Senior unsecured notes payable, 4.35%, due August 22, 2024 136,637  136,637 
Senior unsecured notes payable, 4.50%, due April 1, 2025 300,000  300,000 
Senior unsecured notes payable, 4.56%, due August 22, 2026 179,597  179,597 
Senior unsecured notes payable, 4.75%, due December 15, 2026 450,000  450,000 
Senior unsecured notes payable, 4.50%, due June 1, 2027 450,000  450,000 
Senior unsecured notes payable, 4.95%, due April 15, 2028 400,000  400,000 
Senior unsecured notes payable, 3.75%, due August 15, 2029 500,000  500,000 
Senior unsecured notes payable, 3.60%, due November 15, 2031 400,000  400,000 
Bonds payable, variable rate, fixed at 2.53% through September 30, 2026, due August 1, 2047 24,995  24,995 
Less: deferred financing costs, net (31,118) (36,864)
Total debt $ 2,810,111  $ 2,804,365 


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CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF DECEMBER 31, 2022
Moody's Baa3 (stable)
Fitch BBB- (stable)
Standard and Poor's BBB- (stable)
SUMMARY OF COVENANTS
The Company had outstanding public senior unsecured notes with fixed interest rates of 3.60%, 3.75%, 4.50%, 4.75% and 4.95% at December 31, 2022. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.
The following is a summary of the key financial covenants for the Company's 3.60%, 3.75%, 4.50%, 4.75% and 4.95% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of December 31, 2022 and September 30, 2022 are:
Actual Actual
NOTE COVENANTS Required 4th Quarter 2022 (1) 3rd Quarter 2022 (1)
Limitation on incurrence of total debt (Total Debt/Total Assets) ≤ 60% 40% 40%
Limitation on incurrence of secured debt (Secured Debt/Total Assets) ≤ 40% —% —%
Limitation on incurrence of debt: Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months ≥ 1.5 x 4.1x 4.0x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) ≥ 150% of unsecured debt 235% 235%
(1) See page 14 for details of calculations.

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CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS: December 31, 2022 TOTAL DEBT: December 31, 2022
Total Assets per balance sheet $ 5,758,701  Secured debt obligations $ 24,995 
Add: accumulated depreciation 1,302,640  Unsecured debt obligations:
Less: intangible assets, net (36,622) Unsecured debt 2,816,234 
Total Assets $ 7,024,719  Outstanding letters of credit — 
Guarantees 510 
TOTAL UNENCUMBERED ASSETS: December 31, 2022 Derivatives at fair market value, net, if liability — 
Unencumbered real estate assets, gross $ 6,411,455  Total unsecured debt obligations: 2,816,744 
Cash and cash equivalents 107,934  Total Debt $ 2,841,739 
Land held for development 20,168 
Property under development 76,029 
Total Unencumbered Assets $ 6,615,586 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE: 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 TRAILING TWELVE MONTHS
Adjusted EBITDAre $ 135,524  $ 129,473  $ 129,984  $ 124,162  $ 519,143 
Less: straight-line revenue, net, included in adjusted EBITDAre (2,291) (2,374) (1,733) (595) (6,993)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE $ 133,233  $ 127,099  $ 128,251  $ 123,567  $ 512,150 
ANNUAL DEBT SERVICE:
Interest expense, gross $ 33,522  $ 33,595  $ 33,512  $ 33,483  $ 134,112 
Less: deferred financing fees amortization (2,109) (2,090) (2,090) (2,071) (8,360)
ANNUAL DEBT SERVICE $ 31,413  $ 31,505  $ 31,422  $ 31,412  $ 125,752 
DEBT SERVICE COVERAGE 4.2  4.0  4.1  3.9  4.1 
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2022
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITY SHARES OUTSTANDING
PRICE PER SHARE AT DECEMBER 31, 2022
LIQUIDATION PREFERENCE DIVIDEND RATE CONVERTIBLE
CONVERSION RATIO AT DECEMBER 31, 2022
CONVERSION PRICE AT DECEMBER 31, 2022
Common shares 75,025,274 $37.72 N/A (1) N/A N/A N/A
Series C 5,392,916 $17.97 $134,823 5.750% Y 0.4192 $59.64
Series E 3,447,381 $25.73 $86,185 9.000% Y 0.4826 $51.80
Series G 6,000,000 $16.79 $150,000 5.750% N N/A N/A
CALCULATION OF TOTAL MARKET CAPITALIZATION:
Common shares outstanding at December 31, 2022 multiplied by closing price at December 31, 2022
$ 2,829,953 
Aggregate liquidation value of Series C preferred shares (2) 134,823 
Aggregate liquidation value of Series E preferred shares (2) 86,185 
Aggregate liquidation value of Series G preferred shares (2) 150,000 
Net debt at December 31, 2022 (3)
2,733,295 
Total consolidated market capitalization $ 5,934,256 
(1) Total monthly dividends declared in the fourth quarter of 2022 were $0.825 per share.
(2) Excludes accrued unpaid dividends at December 31, 2022
(3) See pages 25 through 27 for definitions.


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SUMMARY OF RATIOS
(UNAUDITED)
4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Debt to total assets ratio 49% 48% 48% 48% 48% 47%
Net debt to total market capitalization ratio (1) 46% 47% 41% 41% 39% Footnote 7
Net debt to gross assets ratio (1) 39% 39% 39% 38% 38% 38%
Net debt/Adjusted EBITDAre ratio (1)(2) 5.0 5.2 5.1 5.1 5.2 Footnote 7
Interest coverage ratio (3) 4.0 3.8 3.8 3.7 3.5 Footnote 7
Fixed charge coverage ratio (3) 3.4 3.2 3.3 3.2 3.0 Footnote 7
Debt service coverage ratio (3) 4.0 3.8 3.8 3.7 3.5 Footnote 7
FFO payout ratio (4) 63% 71% 79% 71% 88% 79%
FFO as adjusted payout ratio (5) 66% 71% 71% 70% 69% 87%
AFFO payout ratio (6) 65% 68% 67% 67% 68% 82%
(1) See pages 25 through 27 for definitions. See prior period supplementals for detailed calculations as applicable.
(2) Adjusted EBITDAre is for the quarter multiplied times four. See calculation on page 31.
(3) See page 29 for detailed calculation.
(4) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.
(5) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share.
(6) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
(7) Not presented as this ratio is not meaningful given the disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
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SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
CARRYING AMOUNT AS OF (1)
DESCRIPTION INTEREST RATE PAYOFF DATE/MATURITY DATE OUTSTANDING PRINCIPAL AMOUNT OF MORTGAGE DECEMBER 31, 2022 DECEMBER 31, 2021
Attraction property Powells Point, North Carolina 7.75  % 6/30/2025 $ 29,378  $ 29,227  $ 28,243 
Fitness & wellness property Omaha, Nebraska 7.85  % 1/3/2027 10,905  10,898  10,940 
Fitness & wellness property Merriam, Kansas 7.55  % 7/31/2029 9,090  9,195  9,159 
Fitness & wellness property Omaha, Nebraska 11.24  % 6/30/2030 10,539  10,531  10,615 
Experiential lodging property Nashville, Tennessee 6.99  % 9/30/2031 70,000  70,576  70,896 
Ski property Girdwood, Alaska 8.72  % 7/31/2032 72,777  72,366  45,877 
Fitness & wellness properties Colorado and California 7.15  % 1/10/2033 56,751  56,911  — 
Eat & play property Austin, Texas 11.31  % 6/1/2033 10,253  10,253  10,874 
Experiential lodging property Breaux Bridge, LA 7.25  % 3/8/2034 11,305  11,373  — 
Ski property West Dover and Wilmington, Vermont 12.14  % 12/1/2034 51,050  51,049  51,047 
Four ski properties Ohio and Pennsylvania 11.24  % 12/1/2034 37,562  37,529  37,519 
Ski property Chesterland, Ohio 11.72  % 12/1/2034 4,550  4,532  4,516 
Ski property Hunter, New York 8.88  % 1/5/2036 21,000  21,000  21,000 
Eat & play property Midvale, Utah 10.25  % 5/31/2036 17,505  17,505  17,639 
Eat & play property West Chester, Ohio 9.75  % 8/1/2036 18,068  18,066  18,198 
Fitness & wellness property Fort Collins, Colorado 7.85  % 1/31/2038 10,292  10,089  10,277 
Early childhood education center Lake Mary, Florida 8.10  % 5/9/2039 4,200  4,360  4,329 
Eat & play property Eugene, Oregon 8.13  % 6/17/2039 14,700  7,780  14,996 
Early childhood education center Lithia, Florida 8.75  % 10/31/2039 3,959  4,028  4,034 
Experiential lodging property Frankenmuth, Michigan 8.25  % 10/14/2042 —  —  — 
Total
$ 463,884  $ 457,268  $ 370,159 
(1) Amounts include accrued interest and are net of allowance for credit losses.
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SUMMARY OF UNCONSOLIDATED JOINT VENTURES
(UNAUDITED, DOLLARS IN THOUSANDS)
PROPERTY ACQUISITION DATE PROPERTY TYPE LOCATION
CARRYING VALUE AT DECEMBER 31, 2022
OWNERSHIP INTEREST
Bellwether Beach Resort & Beachcomber Beach Resort Hotel 12/2018 Experiential lodging St. Pete Beach, Florida $ 18,712  65  %
Jellystone Park Warrens 8/2021 Experiential lodging Warrens, Wisconsin 10,865  95  %
Camp Margaritaville Breaux Bridge 5/2022 Experiential lodging Breaux Bridge, Louisiana 17,080  85  %
Jellystone Kozy Rest 11/2022 Experiential lodging Harrisville, Pennsylvania 6,307  62  %
AS OF DECEMBER 31, 2022
TOTAL EPR PORTION (2)
Total assets $ 246,611  $ 182,542
Mortgage notes payable due to third parties 161,270  117,688
Mortgage note payable due to EPR (1) 11,305  9,609
THREE MONTHS ENDED DECEMBER 31, 2022
YEAR ENDED DECEMBER 31, 2022
TOTAL EPR PORTION (2) TOTAL EPR PORTION (2)
Revenue and other income $ 13,737 $ 9,559 $ 65,374 $ 47,226
Operating expenses 15,283 10,917 57,692 42,289
Net operating (loss) income $ (1,546) $ (1,358) $ 7,682 $ 4,937
Interest expense 3,129 2,201 9,400 6,609
Net loss $ (4,675) $ (3,559) $ (1,718) $ (1,672)
Allocated share of joint venture depreciation (2) 1,833 7,409
FFOAA (2) $ (1,726) $ 5,737
(1) Mortgage note payable to EPR matures on March 8, 2034, with an interest rate of 7.25% through the sixth anniversary and SOFR plus 7.20%, with a cap of 8%, through maturity.
(2) Non-GAAP financial measure. See pages 25 through 27 for definitions.

SUMMARY OF UNCONSOLIDATED MORTGAGE NOTES PAYABLE DUE TO THIRD PARTIES
DECEMBER 31, 2022
PROPERTY MATURITY EXTENSIONS INTEREST RATE TOTAL EPR PORTION (2)
Bellwether Beach Resort & Beachcomber Beach Resort Hotel May 18, 2025 Two additional one-year extensions SOFR plus 3.65%, with SOFR capped at 3.5% through June 1, 2024 $ 105,000  $ 68,250 
Jellystone Park Warrens September 15, 2031 n/a 4.00% 17,260  16,397 
Camp Margaritaville Breaux Bridge March 8, 2034 n/a 3.85% through April 7, 2025; 4.25% April 8, 2025 through maturity 38,500  32,725 
Jellystone Kozy Rest November 1, 2029 n/a 6.38% 510  316 
Total mortgage notes payable due to third parties $ 161,270  $ 117,688 
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INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED DECEMBER 31, 2022
INVESTMENT TYPE TOTAL INVESTMENT SPENDING NEW DEVELOPMENT RE-DEVELOPMENT ASSET ACQUISITION MORTGAGE NOTES OR NOTES RECEIVABLE INVESTMENT IN JOINT VENTURES
Theatres $ —  $ —  $ —  $ —  $ —  $ — 
Eat & Play 7,335  6,364  971  —  —  — 
Attractions 702  —  702  —  —  — 
Ski 778  —  —  —  778  — 
Experiential Lodging 9,060  —  —  —  —  9,060 
Fitness & Wellness 63,297  533  6,013  —  56,751  — 
Cultural 84  —  84  —  —  — 
Total Experiential 81,256  6,897  7,770  —  57,529  9,060 
Total Investment Spending $ 81,256  $ 6,897  $ 7,770  $ —  $ 57,529  $ 9,060 
INVESTMENT SPENDING YEAR ENDED DECEMBER 31, 2022
INVESTMENT TYPE TOTAL INVESTMENT SPENDING NEW DEVELOPMENT RE-DEVELOPMENT ASSET ACQUISITION MORTGAGE NOTES OR NOTES RECEIVABLE INVESTMENT IN JOINT VENTURES
Theatres $ 622  $ $ 617  $ —  $ —  $ — 
Eat & Play 24,747  23,151  1,596  —  —  — 
Attractions 145,026  —  2,261  142,765  —  — 
Ski 27,178  —  —  —  27,178  — 
Experiential Lodging 77,782  4,354  —  —  11,305  62,123 
Fitness & Wellness 127,057  44,090  6,358  19,858  56,751  — 
Cultural 107  —  107  —  —  — 
Total Experiential 402,519  71,600  10,939  162,623  95,234  62,123 
Total Investment Spending $ 402,519  $ 71,600  $ 10,939  $ 162,623  $ 95,234  $ 62,123 
2022 DISPOSITIONS
THREE MONTHS ENDED DECEMBER 31, 2022
YEAR ENDED DECEMBER 31, 2022
INVESTMENT TYPE TOTAL DISPOSITIONS NET PROCEEDS FROM SALE OF REAL ESTATE NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES TOTAL DISPOSITIONS NET PROCEEDS FROM SALE OF REAL ESTATE NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
Theatres $ 970  $ 970  $ —  $ 10,885  $ 10,885  $ — 
Eat & Play —  —  —  80  80  — 
Total Experiential 970  970  —  10,965  10,965  — 
Total Dispositions $ 970  $ 970  $ —  $ 10,965  $ 10,965  $ — 
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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT DECEMBER 31, 2022 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
DECEMBER 31, 2022 OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT # OF PROJECTS 1ST QUARTER 2023 2ND QUARTER 2023 3RD QUARTER 2023 4TH QUARTER 2023 THEREAFTER TOTAL EXPECTED COSTS (2) % LEASED
Total Build-to-Suit (3) $ 70,296  6 $ 19,912  $ 19,554  $ 22,129  $ 19,801  $ 54,197  $ 205,889  100  %
Non Build-to-Suit Development
5,733 
Total Property Under Development
$ 76,029 
DECEMBER 31, 2022 OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS 1ST QUARTER 2023 2ND QUARTER 2023 3RD QUARTER 2023 4TH QUARTER 2023 THEREAFTER TOTAL IN-SERVICE (2) ACTUAL IN-SERVICE 4TH QUARTER 2022
Total Build-to-Suit 6 $ —  $ —  $ 39,643  $ 6,988  $ 159,258  $ 205,889  $ 2,339 
DECEMBER 31, 2022 MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE # OF PROJECTS 1ST QUARTER 2023 2ND QUARTER 2023 3RD QUARTER 2023 4TH QUARTER 2023 THEREAFTER TOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes
$ 129,277  3 $ 22,750  $ 25,935  $ 23,430  $ 8,063  $ 2,488  $ 211,943 
Non Build-to-Suit Mortgage Notes
327,991 
Total Mortgage Notes Receivable
$ 457,268 
(1) This schedule includes only those properties for which the Company has commenced construction as of December 31, 2022.
(2) "Total Expected Costs" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest as applicable).
(3) Total Build-to-Suit excludes property under development related to the Company's real estate joint ventures that own an experiential lodging property in Warrens, Wisconsin and Harrisville, Pennsylvania. The Company's spending for these joint ventures is estimated at $8.3 million and $3.4 million, respectively, for 2023.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.
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PORTFOLIO DETAIL AS OF DECEMBER 31, 2022
(UNAUDITED)
PROPERTY TYPE PROPERTIES OPERATORS ANNUALIZED ADJUSTED EBITDAre (1) STRATEGIC FOCUS
Theatres (2) 172 19 41  % Reduce
Eat & Play 57 8 (3) 24  % Grow
Attractions 23 7 11  % Grow
Ski 11 3 % Grow
Experiential Lodging 7 4 % Grow
Fitness & Wellness 15 5 % Grow
Gaming 1 1 % Grow
Cultural 3 2 % Grow
EXPERIENTIAL PORTFOLIO 289 49 93  %
Early Childhood Education 65 7 % Reduce
Private schools 9 1 % Reduce
EDUCATION PORTFOLIO 74 8 %
TOTAL PORTFOLIO 363 57 100  %
(1) See pages 25 through 27 for definitions.
(2) Excludes seven theatres located in Entertainment Districts (included in Eat & Play).
(3) Excludes non-theatre operators at Entertainment districts.
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LEASE EXPIRATIONS
AS OF DECEMBER 31, 2022
(UNAUDITED, DOLLARS IN THOUSANDS)
YEAR TOTAL NUMBER OF PROPERTIES
RENTAL REVENUE FOR THE YEAR ENDED DECEMBER 31, 2022 (1)
% OF TOTAL REVENUE
2023 —  $ —  —  %
2024 10,982  %
2025 3,355  —  %
2026 8,158  %
2027 24,133  %
2028 13  24,724  %
2029 12  19,251  %
2030 22  32,446  %
2031 13  19,083  %
2032 20  28,606  %
2033 10  12,675  %
2034 40  67,818  10  %
2035 32  76,745  12  %
2036 27  49,684  %
2037 32  67,706  10  %
2038 35  38,727  %
2039 5,490  %
2040 6,642  %
2041 31  18,616  %
2042 10,524  %
Thereafter 16,964  %
325  $ 542,329  82  %
Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under development, land held for development, properties operated by the Company and investments in mortgage notes receivable.
(1) Rental revenue for the trailing twelve months ended December 31, 2022 includes lease revenue related to the Company's existing operating ground leases (leases in which the Company is a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized during the year ended December 31, 2022 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
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TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
(UNAUDITED)
PERCENTAGE OF TOTAL REVENUE PERCENTAGE OF TOTAL REVENUE
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
CUSTOMERS DECEMBER 31, 2022 (1) DECEMBER 31, 2022 (1)
1. Topgolf 13.8% 14.3%
2. AMC Theatres 13.1% 14.4%
3. Regal Entertainment Group 12.6% 12.2%
4. Cinemark 6.0% 6.4%
5. Premier Parks 4.5% 3.6%
6. Vail Resorts 3.9% 4.3%
7. Camelback Resort 3.1% 3.3%
8. Six Flags 2.7% 2.7%
9. VSS Southern 2.4% 2.6%
10. Resorts World 2.2% 2.0%
Total 64.3% 65.8%
(1) Excludes sale participation income and deferral collections for cash basis tenants recognized as revenue for the three months and year ended December 31, 2022.
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GUIDANCE
(UNAUDITED, DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
MEASURE 2023 GUIDANCE
CURRENT
Investment spending $200.0 to $300.0
Percentage rent $8.5 to $12.5
General and administrative expense $54.0 to $57.0

(1) Due to the uncertainty related to Regal's bankruptcy proceedings, the Company is not providing 2023 earnings guidance at this time. Earnings guidance will be provided subsequent to resolution of such proceedings.

Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. See cautionary statement concerning forward-looking statements on page 3.
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DEFINITIONS - NON-GAAP FINANCIAL MEASURES

EBITDAre
The National Association of Real Estate Investment Trusts (“NAREIT”) developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income (loss), computed in accordance with GAAP, excluding interest expense (net), income tax expense (benefit), depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding sale participation income, gain on insurance recovery, severance expense, credit loss (benefit) expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDAre is Adjusted EBITDAre further adjusted to reflect (1) in-service and disposed projects (2) construction in process at the initial cash yield of the projects upon completion (3) removal of other non-recurring items and (4) annualization of the following items to ultimately reflect the financial results of the trailing twelve months: (i) percentage rent and participating interest income (ii) non-Regal deferral collections not previously recognized as income and (iii) Adjusted EBITDAre of managed properties and joint ventures.

The Company's method of calculating Adjusted EBITDAre and Annualized Adjusted EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measures of performance under GAAP, do not represent cash generated from operations as defined by GAAP and are not indicative of cash available to fund all cash needs, including distributions. These measures should not be considered as an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding its financial condition. The Company's method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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NET DEBT TO ADJUSTED EBITDAre RATIO, NET DEBT TO GROSS ASSETS RATIO AND NET DEBT TO TOTAL MARKET CAPITALIZATION RATIO
Net Debt to Adjusted EBITDAre Ratio, Net Debt to Gross Assets Ratio and Net Debt to Total Market Capitalization Ratio are supplemental measures derived from non-GAAP financial measures that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that investors commonly use versions of these ratios in a similar manner. In addition, financial institutions use versions of these ratios in connection with debt agreements to set pricing and covenant limitations. The Company's method of calculating Net Debt to Adjusted EBITDAre Ratio, Net Debt to Gross Assets Ratio and Net Debt to Total Market Capitalization Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED
NAREIT developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP and management provides FFO herein because it believes this information is useful to investors in this regard. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income (loss) available to common shareholders and earnings per share. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income (loss) available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition. In addition, the Company presents FFO as adjusted. Management believes it is useful to provide FFO as adjusted as a supplemental measure to GAAP net income (loss) available to common shareholders and earnings per share. FFO as adjusted is FFO plus transaction costs, credit loss expense (benefit), costs associated with loan refinancing or payoff, severance expense, preferred share redemption costs and impairment of operating lease right-of-use assets, and by subtracting sale participation income, gain on insurance recovery and deferred income tax expense (benefit). FFO and FFO as adjusted are non-GAAP financial measures. FFO and FFO as adjusted do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations, cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFO as adjusted the same way so comparisons with other REITs may not be meaningful.

ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, the Company presents AFFO by adding to FFO transaction costs, credit loss expense (benefit), costs associated with loan refinancing or payoff, severance expense, preferred share redemption costs, impairment of operating lease right-of-use assets, termination fees associated with tenants' exercises of public charter school buy-out options, non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense to management and trustees and amortization of above and below market leases, net and tenant allowances and by subtracting sale participation income, maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue (removing the impact of straight-line ground sublease expense), non-cash portion of mortgage and other financing income, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income (loss) available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.

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INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net income (loss) impairment charges, credit loss (benefit) expense, transaction costs, interest expense, gross (including interest expense in discontinued operations), severance expense, depreciation and amortization, share-based compensation expense to management and trustees and costs associated with loan refinancing or payoff; subtracting sale participation income, interest cost capitalized, straight-line rental revenue, gain on early extinguishment of debt, gain (loss) on sale of real estate from continuing and discontinued operations, gain on insurance recovery, gain on previously held equity interest, gain on early extinguishment of debt, prepayment fees and deferred income tax benefit (expense). The Company calculates interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. The Company considers the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. The Company's calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

FIXED CHARGE COVERAGE RATIO
The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and preferred share dividends are also added to the denominator. The Company considers the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. The Company's calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

DEBT SERVICE COVERAGE RATIO
The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and recurring principal payments are also added to the denominator. The Company considers the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. The Company's calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

NON-GAAP PRO-RATA FINANCIAL INFORMATION - UNCONSOLIDATED JOINT VENTURES
This information includes non-GAAP financial measures. The Company's share of unconsolidated joint ventures is derived on an entity-by-entity basis by applying its ownership percentage to each line item in the GAAP financial statements of these properties to calculate its share of that line item. The Company believes this form of presentation offers insights into the financial performance and condition of our Company as a whole, given the significance of its unconsolidated joint ventures that are accounted for under the equity method of accounting, although the presentation of such information may not accurately depict the legal and economic implications of holding an unconsolidated joint venture. The Company's method of calculating its proportionate interest may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. The Company does not control the unconsolidated joint venture for purposes of GAAP and the presentation of the assets and liabilities and revenues and expenses do not represent a legal claim to such items. Due to these limitations, the non-GAAP pro-rata financial information should not be considered in isolation or as a substitute for the Company's consolidated financial statements as reported under GAAP.


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Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Fourth Quarter and Year Ended December 31, 2022

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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1): 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Net income $ 42,329  $ 50,799  $ 40,909  $ 42,192  $ 44,557  $ 32,117 
Impairment charges 22,998  —  —  4,351  —  2,711 
Impairment charges on joint ventures —  —  647  —  —  — 
Transaction costs 993  148  1,145  2,247  60  2,132 
Credit loss expense (benefit) 1,369  241  9,512  (306) (2,295) (14,096)
Interest expense, gross 33,522  33,595  33,512  33,483  34,251  36,841 
Depreciation and amortization 41,303  41,539  40,766  40,044  40,294  42,612 
Share-based compensation expense
to management and trustees 4,114  4,138  4,169  4,245  3,685  3,759 
Costs associated with loan refinancing or payoff —  —  —  —  20,469  4,741 
Sale participation income (9,134) —  —  —  —  — 
Interest cost capitalized (680) (335) (71) (200) (225) (233)
Straight-line rental revenue (2,291) (2,374) (1,733) (595) (1,974) (981)
Gain on sale of real estate
(347) (304) —  —  (16,382) (787)
Gain on insurance recovery
—  —  —  (552) (1,151) — 
Deferred income tax expense (benefit) (132) (37) —  —  —  — 
Interest coverage amount $ 134,044  $ 127,410  $ 128,856  $ 124,909  $ 121,289  $ 108,816 
Interest expense, net $ 31,879  $ 32,747  $ 33,289  $ 33,260  $ 34,005  $ 36,584 
Interest income 963  513  152  23  21  24 
Interest cost capitalized 680  335  71  200  225  233 
Interest expense, gross $ 33,522  $ 33,595  $ 33,512  $ 33,483  $ 34,251  $ 36,841 
Interest coverage ratio 4.0  3.8  3.8  3.7  3.5  Footnote 2
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount $ 134,044  $ 127,410  $ 128,856  $ 124,909  $ 121,289  $ 108,816 
Interest expense, gross $ 33,522  $ 33,595  $ 33,512  $ 33,483  $ 34,251  $ 36,841 
Preferred share dividends 6,042  6,033  6,033  6,033  6,034  6,033 
Fixed charges $ 39,564  $ 39,628  $ 39,545  $ 39,516  $ 40,285  $ 42,874 
Fixed charge coverage ratio 3.4  3.2  3.3  3.2  3.0  Footnote 2
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount $ 134,044  $ 127,410  $ 128,856  $ 124,909  $ 121,289  $ 108,816 
Interest expense, gross $ 33,522  $ 33,595  $ 33,512  $ 33,483  $ 34,251  $ 36,841 
Recurring principal payments —  —  —  —  —  — 
Debt service $ 33,522  $ 33,595  $ 33,512  $ 33,483  $ 34,251  $ 36,841 
Debt service coverage ratio 4.0  3.8  3.8  3.7  3.5  Footnote 2
(1) See pages 25 through 27 for definitions.
(2) Not presented as this ratio for this period is not meaningful given the disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
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RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 29 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Net cash provided by operating activities $ 92,041  $ 132,625  $ 88,963  $ 128,087  $ 70,501  $ 95,624 
Equity in (loss) income from joint ventures (3,559) 572  1,421  (106) (2,059) (418)
Distributions from joint ventures —  —  (780) —  —  — 
Amortization of deferred financing costs (2,109) (2,090) (2,090) (2,071) (2,335) (2,210)
Amortization of above and below market leases, net and tenant allowances
90  89  89  87  92  98 
Changes in assets and liabilities, net:
Amortization of operating lease assets and liabilities
(226) (337) 51  49  172  146 
Mortgage notes and related accrued interest receivable
576  274  (40) (310) (557) (154)
Accounts receivable 188  (3,994) (4,744) (17,424) (1,177) (10,692)
Other assets (617) (2,812) (1,959) 5,861  (642) (4,396)
Accounts payable and accrued liabilities 9,186  (20,807) 12,177  (15,132) 14,164  (7,230)
Unearned rents and interest 16,064  (7,144) 2,915  (9,067) 11,018  289 
Straight-line rental revenue (2,291) (2,374) (1,733) (595) (1,974) (981)
Interest expense, gross 33,522  33,595  33,512  33,483  34,251  36,841 
Interest cost capitalized (680) (335) (71) (200) (225) (233)
Sale participation income (9,134) —  —  —  —  — 
Transaction costs 993  148  1,145  2,247  60  2,132 
Interest coverage amount (1) $ 134,044  $ 127,410  $ 128,856  $ 124,909  $ 121,289  $ 108,816 
Net cash (used) provided by investing activities $ (79,920) $ (67,945) $ (178,685) $ (25,035) $ 41,339  $ (12,711)
Net cash (used) provided by financing activities $ (67,677) $ (67,524) $ (67,898) $ (66,293) $ 28,595  $ (446,643)
(1) See pages 25 through 27 for definitions.
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RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDAre (3): 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Net income $ 42,329  $ 50,799  $ 40,909  $ 42,192  $ 44,557  $ 32,117 
Interest expense, net 31,879  32,747  33,289  33,260  34,005  36,584 
Income tax expense 86  388  444  318  397  395 
Depreciation and amortization 41,303  41,539  40,766  40,044  40,294  42,612 
Gain on sale of real estate (347) (304) —  —  (16,382) (787)
Impairment of real estate investments, net (2) 21,030  —  —  4,351  —  2,711 
Costs associated with loan refinancing or payoff —  —  —  —  20,469  4,741 
Allocated share of joint venture depreciation 1,833  2,093  1,996  1,487  1,561  966 
Allocated share of joint venture interest expense 2,215  1,822  1,276  1,121  1,145  981 
Impairment charges on joint ventures —  —  647  —  —  — 
EBITDAre $ 140,328  $ 129,084  $ 119,327  $ 122,773  $ 126,046  $ 120,320 
Sale participation income (1) (9,134) —  —  —  —  — 
Gain on insurance recovery (1) —  —  —  (552) (1,151) — 
Transaction costs 993  148  1,145  2,247  60  2,132 
Credit loss expense (benefit) 1,369  241  9,512  (306) (2,295) (14,096)
Impairment of operating lease right-of-use asset (2) 1,968  —  —  —  —  — 
Adjusted EBITDAre (for the quarter) $ 135,524  $ 129,473  $ 129,984  $ 124,162  $ 122,660  $ 108,356 
Adjusted EBITDAre (4) $ 542,096  $ 517,892  $ 519,936  $ 496,648  $ 490,640  Footnote 4
ANNUALIZED ADJUSTED EBITDAre (3):
Adjusted EBITDAre (for the quarter) $ 135,524  $ 129,473  $ 129,984  $ 124,162  Footnote 5 Footnote 5
Corporate/unallocated and other NOI (462) (160) 207  159 
In-service and disposition adjustments (6) 602  305  3,063  855 
Managed and JV property adjustments (7) 3,370  —  —  — 
Construction in process adjustments (8) 1,522  —  —  — 
Percentage rent/participation adjustments (7) (2,824) 797  1,481  (693)
Deferral collections not previously recognized adjustments (7) (4,318) (5,432) (5,038) (1,609)
Non-recurring adjustments (9) (694) 6,505  (1,300) (697)
Annualized Adjusted EBITDAre (for the quarter) $ 132,720  $ 131,488  $ 128,397  $ 122,177 
Annualized Adjusted EBITDAre (10) $ 530,880  $ 525,952  $ 513,588  $ 488,708 
See footnotes on following page.
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(1) Included in other income in the consolidated statements of income (loss) in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022 4TH QUARTER 2021 3RD QUARTER 2021
Income from settlement of foreign currency swap contracts $ 246  $ 159  $ 26  $ 45  $ 41  $ 39 
Sale participation income 9,134  —  —  —  —  — 
Gain on insurance recovery —  —  —  552  1,151  — 
Operating income from operated properties 7,325  11,186  9,370  8,648  7,815  7,860 
Fee income —  —  —  —  —  187 
Miscellaneous income 51  15  565  60 
Other income $ 16,756  $ 11,360  $ 9,961  $ 9,305  $ 9,014  $ 8,091 
(2) Impairment charges recognized during the three months ended December 31, 2022 totaled $23.0 million, which was comprised of $21.0 million of impairments of real estate investments and a $2.0 million impairment of an operating lease right-of-use asset.
(3) See pages 25 through 27 for definitions.
(4) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount.
(5) Not presented as this metric is not meaningful given the disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
(6) Adjustments for rental properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance.
(7) To annualize amounts from the actual latest quarterly amount to the trailing 12 month amount divided by four and in the case of deferral collections not previously recognized for the fourth quarter of 2022, remove all such amounts related to Regal only.
(8) To add in income for construction in process at the estimated initial cash yield of the projects upon completion.
(9) Adjustments for various non-recurring items during the quarter.
(10) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
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