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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): August 2, 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 August 2, 2023, the Company announced its results of operations and financial condition for the second quarter and six months ended June 30, 2023.




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 August 2, 2023, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the second quarter and six months ended June 30, 2023, 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 Item 2.02 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 August 2, 2023 issued by EPR Properties announcing its results of operations and financial condition for the second quarter and six months ended June 30, 2023.
  
Investor slide presentation for the second quarter and six months ended June 30, 2023, made available by EPR Properties on August 2, 2023.
Supplemental Operating and Financial Data for the second quarter and six months ended June 30, 2023, made available by EPR Properties on August 2, 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: August 2, 2023



















































EX-99.1 2 ex991-eprx6302023earningsr.htm PRESS RELEASE Document


Exhibit 99.1
pressreleaseheaderlesswhite.jpg

EPR Properties Reports Second Quarter 2023 Results
Provides Earnings Guidance for 2023

Kansas City, MO, August 2, 2023 -- EPR Properties (NYSE:EPR) today announced operating results for the second quarter ended June 30, 2023 (dollars in thousands, except per share data):    
  Three Months Ended June 30, Six Months Ended June 30,
  2023 2022 2023 2022
Total revenue $ 172,907  $ 160,446  $ 344,303  $ 317,918 
Net income available to common shareholders 7,560  34,876  59,184  71,035 
Net income available to common shareholders per diluted common share 0.10  0.46  0.78  0.95 
Funds From Operations as adjusted (FFOAA)(1) 97,792  88,739  193,798  171,952 
FFOAA per diluted common share (1) 1.28  1.17  2.53  2.27 
Adjusted Funds From Operations (AFFO) (1) 100,101  93,388  198,835  181,233 
AFFO per diluted common share (1) 1.31  1.23  2.60  2.39 
(1) A non-GAAP financial measure

Second Quarter Company Headlines
•Regal Bankruptcy Resolution - As previously announced, the Company entered into a comprehensive restructuring agreement with Regal anchored by a new master lease for 41 of the 57 properties previously leased to Regal.
•Solid Deferral Collections - During the second quarter of 2023, the Company collected $7.3 million of deferred rent from cash basis customers that was booked as additional revenue and $0.5 million of deferred rent from accrual basis customers that reduced receivables. Through June 30, 2023, the Company has collected approximately $135.0 million of rent and interest that had been deferred as a result of the COVID-19 pandemic.
•Strong Liquidity Position - As of June 30, 2023, the Company had cash on hand of $99.7 million, no borrowings on its $1.0 billion unsecured revolving credit facility and a consolidated debt profile that is all at fixed interest rates with no maturities until 2024.
•Santikos Acquires Southern Theatres – On July 17, 2023, Santikos Theaters, LLC (“Santikos”) acquired VSS-Southern Theatres (“Southern”) through an asset purchase agreement. The combined Santikos entity operates 27 highly amenitized theaters in eight southeastern states. The Company has investments in 10 Southern properties and there were no structural changes to existing lease terms. In conjunction with the transaction, Southern paid in full its remaining deferred rent of $11.6 million, which will be recognized as rental revenue in the third quarter of 2023.
•Introduces 2023 Earnings Guidance - The Company is providing FFOAA per diluted common share guidance for 2023 of $5.05 to $5.15, representing an increase of 9% at the midpoint versus 2022 performance. Additionally, the Company is confirming 2023 investment spending guidance of a range of $200.0 million to $300.0 million.

“During the quarter, we reached a meaningful milestone as we entered into a restructuring agreement with Regal, providing us with a significantly stronger tenant credit, a long-term master lease and a percentage rent component allowing us to participate in the recovery of the box office.



With this resolution, we also have more visibility into our earnings outlook, and we are pleased to provide earnings guidance for 2023,” stated Company President and CEO Greg Silvers. “With the recent record-setting performance of Barbie and Oppenheimer, consumers continue to demonstrate the relevance and economic vitality of the exhibition industry. Additionally, Santikos' acquisition of Southern demonstrates that capital is again flowing to the sector, and as a result, we received full payment of our remaining deferred rent and have a stronger positioned tenant. Having completed approximately $100 million of investments this year, we are selectively growing our experiential portfolio while being prudent in our capital allocation, as we have committed to approximately $224 million of additional experiential development and redevelopment projects over the next two years without the need to raise additional capital. We have continued to enhance our financial flexibility with a priority on maintaining our strong liquidity position and leverage profile.”

Regal Bankruptcy Resolution
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 leased 57 theatres from the Company pursuant to two master leases and 28 single property leases (the “Regal Leases”). 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 July 2023. Regal's plan of reorganization became effective on July 31, 2023 (the "Effective Date"), and Regal emerged from the Chapter 11 bankruptcy cases.

On June 28, 2023, the Company announced that it had entered into a comprehensive restructuring agreement with Regal anchored by a new master lease ("Master Lease") for 41 of the 57 properties previously leased to Regal ("Master Lease Properties"), which became effective on the Effective Date. The Master Lease is a triple-net lease with $65.0 million in total annual fixed rent payable beginning on August 1, 2023 that escalates by 10% every five years. The Master Lease has three tranches of properties. The initial terms of the tranches are staggered, expiring on the 11th, 13th and 15th anniversaries from the Effective Date. Additionally, the Master Lease provides for a guaranty from a parent entity of Regal and percentage rents based on gross sales of the Master Lease Properties. Due to Regal's expected significantly improved credit profile, continuing box office recovery and Regal's payment history, among other factors, the Company will recognize revenue related to the Master Lease on an accrual basis beginning on the Effective Date.

Additionally, as part of the comprehensive restructuring agreement with Regal, Regal surrendered to the Company the remaining 16 properties not included in the Master Lease on the Effective Date. The Company has entered into management agreements whereby Cinemark will manage four and Phoenix Theatres will manage one of the surrendered properties. The Company plans to sell the remaining 11 surrendered properties and deploy the proceeds to acquire non-theatre experiential properties. In conjunction with taking back the surrendered properties, the Company recorded a non-cash impairment charge in the second quarter of $42.4 million based on recently appraised values.

For more details on the Master Lease and comprehensive restructuring agreement between the Company and Regal, see the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Solid Deferral Collections
In addition to regular quarterly collections, during the second quarter of 2023, the Company collected $7.3 million of deferred rent from cash basis customers that was booked as additional revenue and $0.5 million of deferred rent from accrual basis customers that reduced receivables, leaving only $1.0 million of deferred rent receivable remaining on the balance sheet at June 30, 2023. Through June 30, 2023, the Company has collected approximately $135.0 million of rent and interest that had been deferred as a result of the pandemic.




Strong Liquidity Position
The Company remains focused on maintaining strong liquidity and financial flexibility. The Company had $99.7 million of cash on hand at quarter-end, no borrowings on its $1.0 billion unsecured revolving credit facility and a consolidated debt profile that is all at fixed interest rates with no maturities in 2023 and only $136.6 million due in 2024.

Santikos Acquisition of Southern Theatres
On July 17, 2023, Santikos acquired Southern through an asset purchase agreement. The combined Santikos entity operates 27 highly amenitized theaters in eight southeastern states. The Company has investments in 10 Southern properties in six states and there were no structural changes to existing lease terms. Santikos had investments in 10 theaters located in the San Antonio area prior to the transaction and purchased a total of 17 theaters in eight states from Southern, making Santikos the eighth largest theater circuit in North America. Santikos is owned by The San Antonio Area Foundation, one of the nation’s premier Community Foundations. In conjunction with the transaction, Southern paid in full its remaining deferred rent of $11.6 million, which will be recognized as rental revenue in the third quarter of 2023.

Investment Update
The Company's investment spending during the three months ended June 30, 2023 totaled $32.2 million, bringing the total investment spending for the six months ended June 30, 2023 to $98.7 million. Investment spending for the quarter was primarily related to experiential build-to-suit development and redevelopment projects.

As of June 30, 2023, the Company has also committed an additional approximately $224.0 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 the remainder of 2023, the Company intends to continue to be more selective in making investments, utilizing excess cash flow and borrowings under our line of credit, until such time as the Company's cost of capital returns to acceptable levels.

Portfolio Update
The Company's total assets were $5.7 billion (after accumulated depreciation of approximately $1.4 billion) and total investments (a non-GAAP financial measure) were approximately $6.7 billion at June 30, 2023, 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 June 30, 2023:
•171 theatre properties;
•57 eat & play properties (including seven theatres located in entertainment districts);
•24 attraction properties;
•11 ski properties;
•seven experiential lodging properties;
•16 fitness & wellness properties;
•one gaming property; and
•three cultural properties.

As of June 30, 2023, the Company's owned Experiential portfolio consisted of approximately 20.1 million square feet, which was 98% leased and included a total of $80.7 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 June 30, 2023:
•64 early childhood education center properties; and
•nine private school properties.




As of June 30, 2023, the Company's owned Education portfolio consisted of approximately 1.4 million square feet, which was 93% leased.

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

Dividend Information
The Company declared regular monthly cash dividends during the second quarter of 2023 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.

Guidance
(Dollars in millions, except per share data):
Measure 2023 Guidance
Net income available to common shareholders per diluted common share $ 2.14  to $ 2.24 
FFOAA per diluted common share $ 5.05  to $ 5.15 
Investment spending $ 200.0  to $ 300.0 
Disposition proceeds $ 31.0  to $ 41.0 

The Company is providing its 2023 guidance for FFOAA per diluted common share of $5.05 to $5.15, the midpoint of which represents approximately 9% growth over 2022. The 2023 guidance for FFOAA per diluted common share is based on a FFO per diluted common share range of $4.97 to $5.07 adjusted for severance expense, transaction costs, credit loss expense (benefit), deferred income tax benefit and the impact of Series C and Series E dilution. FFO per diluted common share for 2023 is based on a net income available to common shareholders per diluted common share range of $2.14 to $2.24 plus impairment of real estate investments, net of $0.58, estimated real estate depreciation and amortization of $2.20 and allocated share of joint venture depreciation of $0.12, less gain on sale of real estate of $0.02 and the impact of Series C and Series E dilution of $0.05 (in accordance with the NAREIT definition of FFO).

Additional earnings guidance detail can be found in the Company's supplemental information package available in the Investor Center of the Company's website located at https://investors.eprkc.com/earnings-supplementals.

Conference Call Information
Management will host a conference call to discuss the Company's financial results on August 3, 2023 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 Supplemental
The Company's supplemental information package for the second quarter and six months ended June 30, 2023 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 June 30, Six Months Ended June 30,
  2023 2022 2023 2022
Rental revenue $ 151,870  $ 142,875  $ 303,461  $ 282,478 
Other income 10,124  9,961  19,457  19,266 
Mortgage and other financing income 10,913  7,610  21,385  16,174 
Total revenue 172,907  160,446  344,303  317,918 
Property operating expense 13,972  13,592  28,127  27,531 
Other expense 9,161  8,872  18,111  16,969 
General and administrative expense 15,248  12,691  29,213  25,915 
Severance expense 547  —  547  — 
Transaction costs 36  1,145  306  3,392 
Credit loss (benefit) expense (275) 9,512  312  9,206 
Impairment charges 43,785  —  43,785  4,351 
Depreciation and amortization 43,705  40,766  84,909  80,810 
Total operating expenses 126,179  86,578  205,310  168,174 
Loss on sale of real estate (575) —  (1,135) — 
Income from operations 46,153  73,868  137,858  149,744 
Interest expense, net 31,591  33,289  63,313  66,549 
Equity in loss (income) from joint ventures 615  (1,421) 2,600  (1,315)
Impairment charges on joint ventures —  647  —  647 
Income before income taxes 13,947  41,353  71,945  83,863 
Income tax expense 347  444  688  762 
Net income $ 13,600  $ 40,909  $ 71,257  $ 83,101 
Preferred dividend requirements 6,040  6,033  12,073  12,066 
Net income available to common shareholders of EPR Properties $ 7,560  $ 34,876  $ 59,184  $ 71,035 
Net income available to common shareholders of EPR Properties per share:
Basic $ 0.10  $ 0.47  $ 0.79  $ 0.95 
Diluted $ 0.10  $ 0.46  $ 0.78  $ 0.95 
Shares used for computation (in thousands):
Basic 75,297  74,986  75,191  74,915 
Diluted 75,715  75,234  75,571  75,142 



EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
  June 30, 2023 December 31, 2022
Assets
Real estate investments, net of accumulated depreciation of $1,369,790 and $1,302,640 at June 30, 2023 and December 31, 2022, respectively $ 4,659,678  $ 4,714,136 
Land held for development 20,168  20,168 
Property under development 80,650  76,029 
Operating lease right-of-use assets 192,325  200,985 
Mortgage notes and related accrued interest receivable, net 466,459  457,268 
Investment in joint ventures 53,763  52,964 
Cash and cash equivalents 99,711  107,934 
Restricted cash 2,623  2,577 
Accounts receivable 53,305  53,587 
Other assets 74,882  73,053 
Total assets $ 5,703,564  $ 5,758,701 
Liabilities and Equity
Accounts payable and accrued liabilities $ 74,493  $ 80,087 
Operating lease liabilities 233,126  241,407 
Dividends payable 28,321  27,438 
Unearned rents and interest 71,746  63,939 
Debt 2,813,007  2,810,111 
Total liabilities 3,220,693  3,222,982 
Total equity $ 2,482,871  $ 2,535,719 
Total liabilities and equity $ 5,703,564  $ 5,758,701 





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 severance expense, transaction costs, credit loss (benefit) expense, costs associated with loan refinancing or payoff, 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 summarizes FFO, FFOAA and AFFO for the three and six months ended June 30, 2023 and 2022 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure:

EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
  Three Months Ended June 30, Six Months Ended June 30,
  2023 2022 2023 2022
FFO:
Net income available to common shareholders of EPR Properties $ 7,560  $ 34,876  $ 59,184  $ 71,035 
Loss on sale of real estate 575  —  1,135  — 
Impairment of real estate investments, net 43,785  —  43,785  4,351 
Real estate depreciation and amortization 43,494  40,563  84,494  80,390 
Allocated share of joint venture depreciation 2,162  1,996  4,217  3,483 
Impairment charges on joint ventures —  647  —  647 
FFO available to common shareholders of EPR Properties $ 97,576  $ 78,082  $ 192,815  $ 159,906 
FFO available to common shareholders of EPR Properties $ 97,576  $ 78,082  $ 192,815  $ 159,906 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  3,876  3,876 
Add: Preferred dividends for Series E preferred shares 1,938  1,939  3,876  3,878 
Diluted FFO available to common shareholders of EPR Properties $ 101,452  $ 81,959  $ 200,567  $ 167,660 
FFOAA:
FFO available to common shareholders of EPR Properties $ 97,576  $ 78,082  $ 192,815  $ 159,906 
Severance expense 547  —  547  — 
Transaction costs 36  1,145  306  3,392 
Credit loss (benefit) expense (275) 9,512  312  9,206 
Gain on insurance recovery (included in other income) —  —  —  (552)
Deferred income tax benefit (92) —  (182) — 
FFOAA available to common shareholders of EPR Properties $ 97,792  $ 88,739  $ 193,798  $ 171,952 
FFOAA available to common shareholders of EPR Properties $ 97,792  $ 88,739  $ 193,798  $ 171,952 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  3,876  3,876 
Add: Preferred dividends for Series E preferred shares 1,938  1,939  3,876  3,878 
Diluted FFOAA available to common shareholders of EPR Properties $ 101,668  $ 92,616  $ 201,550  $ 179,706 



  Three Months Ended June 30, Six Months Ended June 30,
  2023 2022 2023 2022
AFFO:
FFOAA available to common shareholders of EPR Properties $ 97,792  $ 88,739  $ 193,798  $ 171,952 
Non-real estate depreciation and amortization 211  203  415  420 
Deferred financing fees amortization 2,150  2,090  4,279  4,161 
Share-based compensation expense to management and trustees 4,477  4,169  8,799  8,414 
Amortization of above and below market leases, net and tenant allowances (185) (89) (274) (176)
Maintenance capital expenditures (1) (3,455) (134) (5,631) (1,485)
Straight-lined rental revenue (1,149) (1,733) (3,254) (2,328)
Straight-lined ground sublease expense 401  261  966  509 
Non-cash portion of mortgage and other financing income (141) (118) (263) (234)
AFFO available to common shareholders of EPR Properties $ 100,101  $ 93,388  $ 198,835  $ 181,233 
AFFO available to common shareholders of EPR Properties $ 100,101  $ 93,388  $ 198,835  $ 181,233 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  3,876  3,876 
Add: Preferred dividends for Series E preferred shares 1,938  1,939  3,876  3,878 
Diluted AFFO available to common shareholders of EPR Properties $ 103,977  $ 97,265  $ 206,587  $ 188,987 
FFO per common share:
Basic $ 1.30  $ 1.04  $ 2.56  $ 2.13 
Diluted 1.27  1.04  2.52  2.12 
FFOAA per common share:
Basic $ 1.30  $ 1.18  $ 2.58  $ 2.30 
Diluted 1.28  1.17  2.53  2.27 
AFFO per common share:
Basic $ 1.33  $ 1.25  $ 2.64  $ 2.42 
Diluted 1.31  1.23  2.60  2.39 
Shares used for computation (in thousands):
Basic 75,297  74,986  75,191  74,915 
Diluted 75,715  75,234  75,571  75,142 
Weighted average shares outstanding-diluted EPS 75,715  75,234  75,571  75,142 
Effect of dilutive Series C preferred shares 2,279  2,245  2,276  2,243 
Effect of dilutive Series E preferred shares 1,663  1,664  1,663  1,664 
Adjusted weighted average shares outstanding-diluted Series C and Series E 79,657  79,143  79,510  79,049 
Other financial information:
Dividends per common share $ 0.8250  $ 0.8250  $ 1.6500  $ 1.6000 
(1) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.

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 and six months ended June 30, 2023 and June 30, 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 because 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 because 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, transaction costs, credit loss (benefit) expense, 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):
June 30,
2023 2022
Net Debt:
Debt $ 2,813,007 $ 2,807,080
Deferred financing costs, net 28,222 34,149
Cash and cash equivalents (99,711) (168,266)
Net Debt $ 2,741,518 $ 2,672,963
Gross Assets:
Total Assets $ 5,703,564 $ 5,793,442
Accumulated depreciation 1,369,790 1,243,240
Cash and cash equivalents (99,711) (168,266)
Gross Assets $ 6,973,643 $ 6,868,416
Debt to Total Assets Ratio 49  % 48  %
Net Debt to Gross Assets Ratio 39  % 39  %
Three Months Ended June 30,
2023 2022
EBITDAre and Adjusted EBITDAre:
Net income $ 13,600  $ 40,909 
Interest expense, net 31,591  33,289 
Income tax expense 347  444 
Depreciation and amortization 43,705  40,766 
Loss on sale of real estate 575  — 
Impairment of real estate investments, net 43,785  — 
Impairment charges on joint ventures —  647 
Allocated share of joint venture depreciation 2,162  1,996 
Allocated share of joint venture interest expense 2,172  1,276 
EBITDAre $ 137,937  $ 119,327 
Severance expense 547  — 
Transaction costs 36  1,145 
Credit loss (benefit) expense (275) 9,512 
Adjusted EBITDAre $ 138,245  $ 129,984 
Adjusted EBITDAre (annualized) (1) $ 552,980  $ 519,936 
Net Debt/Adjusted EBITDA Ratio 5.0  5.1 
(1) 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 and related accrued interest receivable, net, 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):
June 30, 2023 December 31, 2022
Total assets $ 5,703,564  $ 5,758,701 
Operating lease right-of-use assets (192,325) (200,985)
Cash and cash equivalents (99,711) (107,934)
Restricted cash (2,623) (2,577)
Accounts receivable (53,305) (53,587)
Add: accumulated depreciation on real estate investments 1,369,790  1,302,640 
Add: accumulated amortization on intangible assets (1) 27,173  23,487 
Prepaid expenses and other current assets (1) (33,625) (33,559)
Total investments $ 6,718,938  $ 6,686,186 
Total Investments:
Real estate investments, net of accumulated depreciation $ 4,659,678  $ 4,714,136 
Add back accumulated depreciation on real estate investments 1,369,790  1,302,640 
Land held for development 20,168  20,168 
Property under development 80,650  76,029 
Mortgage notes and related accrued interest receivable, net 466,459  457,268 
Investment in joint ventures 53,763  52,964 
Intangible assets, gross (1) 64,156  60,109 
Notes receivable and related accrued interest receivable, net (1) 4,274  2,872 
Total investments $ 6,718,938  $ 6,686,186 
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
June 30, 2023 December 31, 2022
Intangible assets, gross $ 64,156  $ 60,109 
Less: accumulated amortization on intangible assets (27,173) (23,487)
Notes receivable and related accrued interest receivable, net 4,274  2,872 
Prepaid expenses and other current assets 33,625  33,559 
Total other assets $ 74,882  $ 73,053 
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 that 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 $5.7 billion (after accumulated depreciation of approximately $1.4 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 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 our guidance, the uncertain financial impact of the COVID-19 pandemic, 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 that 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 q22023earningscall.htm EARNINGS RELEASE PRESENTATION q22023earningscall
FOURTH QUARTER 2022 EARNINGS CALL February 23, 2023 EARNINGS CALL PRESENTATION Q2 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 our guidance, the uncertain financial impact of the COVID-19 pandemic, 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 that 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 73 Properties; 8 Operators Occupancy at 93% *See Quarterly Report on Form 10-Q for quarter ended June 30, 2023 for definition and calculation of this non-GAAP measure Experiential Portfolio 290 Properties; 51 Operators Occupancy at 98% $6.2B (92%) Total Investments* Total Portfolio Snapshot ~$6.7B Total Investments* 363 Properties Occupancy at 97% Q2 Investment Spending $32.2M YTD Investment Spending $98.7M


 
6 PORTFOLIO COVERAGE *BoxOfficeMojo TTM March 2023 YE 2019 Theatre Coverage 1.3x 1.7x Box Office* $7.7B $11.4B Non-Theatre Coverage 2.7x 2.0x 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 Tenant and Operator Updates Regal – emerged from bankruptcy on July 31 • Received July rent & deferred rent from Regal • Have received bankruptcy payments comprising substantially all of our claims Managed Properties – all 5 surrendered Regals operating through management agreements opened less than 1 week after we received keys • Cinemark - Houston, Columbia, Maryland, Orange County, and suburban Chicago • Phoenix - suburban Louisville Santikos – acquired Southern Theatres on July 17 • Now 8th largest theatre circuit in North America • Southern paid entire remaining deferred rent of $11.6M • In anticipation of transaction, terminated ground lease in New Iberia, LA with no change to overall economics


 
8 THEATRES *BoxOfficeMojo, Variety, Hollywood Report and The Wrap Box Office Continued Recovery* $4.4B BOX OFFICE THROUGH Q2 ‘23 20% OVER 2022 BOX OFFICE SAME TIME Q2 Q3 Sound of Freedom $150M YTD 19 Titles GROSSED OVER $100M $5.7B BOX OFFICE GROSS BARBENHEIMER HIGHEST GROSSING 3-day weekend since pandemic 4TH BIGGEST weekend ever 20% OVER 2022 YTD Through 7/31


 
9 PORTFOLIO UPDATE Ski Skier visits up 27% over last season driven by increases in season pass visits Eat & Play Q2 portfolio revenue up 9% & EBITDARM up 2% Attractions & Cultural Amusement & water parks open for summer, City Museum attendance up 8% Experiential Lodging Revenue & EBITDARM growth across Nashville Hotel and RV park portfolio Fitness & Wellness Continued growth in membership revenue for fitness; began construction on The Springs Resort & Murietta


 
1 0 CAPITAL RECYCLING During the quarter • Sold one of five KinderCare locations for use as a school for proceeds of $4.3M; recorded loss of $575K Subsequent to quarter end • Sold two more KinderCare locations for use as schools for combined proceeds of $13.8M; gain of $1.5M • Sold former Cinemex theatre in Hialeah, FL for a non-theatre use for net proceeds of $9M; gain of $747K Year to date • Generated approx. $31M in proceeds from dispositions • In early days of marketing 11 surrendered Regal theatres, pleased with the interest


 
1 1 INVESTMENT SPENDING Q2 Investment spending was $32.2M bringing YTD total to $98.7M • First investment in financing the first Good Surf in Dallas – standalone, standing wave concept developed in an urban U.S. market; combines surfing, food & beverage, and outdoor entertainment into a unique experience 2023 Investment Spending Guidance $200M-$300M


 
FINANCIAL REVIEW


 
1 3 (In millions except per-share data) *See Supplemental Operating and Financial Data for the Second Quarter Ended June 30, 2023 for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance Quarter ended June 30, 2023 2022 $ Change % Change Total Revenue $172.9 $160.4 $12.5 8% Net Income – Common 7.6 34.9 (27.3) (78%) FFO as adj. – Common* 97.8 88.7 9.1 10% AFFO – Common* 100.1 93.4 6.7 7% Net Income/share – Common 0.10 0.46 (0.36) (78%) FFO/share - Common, as adj.* 1.28 1.17 0.11 9% AFFO/share - Common* 1.31 1.23 0.08 7%


 
1 4 FINANCIAL HIGHLIGHTS Key Ratios* Quarter ended June 30, 2023 Fixed charge coverage 3.5x Debt service coverage 4.1x Interest coverage 4.1x Net Debt to Adjusted EBITDAre 5.0x Net Debt to Gross Assets 39% AFFO payout 63% *See Supplemental Operating and Financial Data for the Second Quarter Ended June 30, 2023 for definitions and calculations of these non-GAAP measures


 
1 5 Debt • $2.8B total debt; all fixed rate or fixed through interest rate swaps at weighted avg. = 4.3% • Weighted avg. debt maturity of ~5.0 years; no scheduled debt maturities in 2023 and only $136.6M due in 2024 Liquidity Position at 6/30/2023 • $99.7M unrestricted cash • No balance on $1B revolver CAPITAL MARKETS UPDATE


 
1 6 PROVIDING 2023 GUIDANCE *See Supplemental Operating and Financial Data for the Second Quarter Ended June 30, 2023 for definition and calculation of this non-GAAP measure FFO AS ADJUSTED* $5.05 - $5.15 INVESTMENT SPENDING $200M - $300M DISPOSITION PROCEEDS $31.0M - $41.0M PERCENTAGE RENT $11.0M - $13.0M GENERAL & ADMINISTRATIVE EXPENSE $56.0M - $58.0M


 
1 7 DEFERRAL AND OTHER REVENUE COLLECTIONS (In millions) Q1 2023 Q2 2023 Q3 2023 Q4 2023 YTD 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 YTD 2024 Cash-Basis Deferral Collections $6.5 $7.3 $14.3 $0.3 $28.4 $0.3 $0.3 $0.1 $0.1 $0.8 Regal Sept Stub Rent(1) $1.9 $0.7 $2.5 $ - $5.1 $ - $ - $ - $ - $ - Regal Pre-Petition Rent $ - $ - $1.3 $ - $1.3 $ - $ - $ - $ - $ - Lease Termination Fee $ - $ - $0.9 $ - $0.9 $ - $ - $ - $ - $- Total $8.4 $8.0 $19.0 $0.3 $35.7 $0.3 $0.3 $0.1 $0.1 $0.8 Note: Regal Master Lease effective July 31, 2023, with accrual basis accounting starting on that date. (1) Excludes deferred rent portion of September stub rent, which is included above under cash- basis deferral collections.


 
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-eprx6302023supplemen.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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Q2 2023 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 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 our guidance, the uncertain financial impact of the COVID-19 pandemic, 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 that 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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Q2 2023 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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Q2 2023 Supplemental
Page 4


INVESTOR INFORMATION
SENIOR MANAGEMENT
Greg Silvers Mark Peterson
Chairman 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
Paul Turvey Gwen Johnson
Senior Vice President and Associate General Counsel Senior Vice President - Asset Management
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/Eric Wolfe 212-816-1383
Janney Montgomery Scott Rob Stevenson 646-840-3217
J.P. Morgan Anthony Paolone 212-622-6682
JMP Securities Mitch Germain 212-906-3537
Kansas City Capital Associates Jonathan Braatz 816-932-8019
Keybanc Capital Markets Todd Thomas 917-368-2286
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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Q2 2023 Supplemental
Page 5


SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
OPERATING INFORMATION: 2023 2022 2023 2022
Revenue $ 172,907  $ 160,446  $ 344,303  $ 317,918 
Net income available to common shareholders of EPR Properties 7,560  34,876  59,184  71,035 
EBITDAre (1) 137,937  119,327  273,559  242,100 
Adjusted EBITDAre (1) 138,245  129,984  274,724  254,146 
Interest expense, net 31,591  33,289  63,313  66,549 
Capitalized interest 846  71  1,629  271 
Straight-lined rental revenue 1,149  1,733  3,254  2,328 
Dividends declared on preferred shares 6,040  6,033  12,073  12,066 
Dividends declared on common shares 62,129  61,873  124,238  119,972 
General and administrative expense 15,248  12,691  29,213  25,915 
JUNE 30,
BALANCE SHEET INFORMATION: 2023 2022
Total assets $ 5,703,564  $ 5,793,442 
Accumulated depreciation 1,369,790  1,243,240 
Cash and cash equivalents 99,711  168,266 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets) 6,973,643  6,868,416 
Debt 2,813,007  2,807,080 
Deferred financing costs, net 28,222  34,149 
Net debt (1) 2,741,518  2,672,963 
Equity 2,482,871  2,578,577 
Common shares outstanding 75,323  75,012 
Total market capitalization (using EOP closing price and liquidation values) (2) 6,637,588  6,564,298 
Net debt/total market capitalization ratio (1) 41  % 41  %
Debt to total assets ratio 49  % 48  %
Net debt/gross assets ratio (1) 39  % 39  %
Net debt/Adjusted EBITDAre ratio (1) (3) 5.0  5.1 
(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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Q2 2023 Supplemental
Page 6


SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS 2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Real estate investments $ 6,029,468  $ 6,049,869  $ 6,016,776  $ 6,048,144  $ 6,081,941  $ 5,945,204 
Less: accumulated depreciation (1,369,790) (1,341,527) (1,302,640) (1,278,427) (1,243,240) (1,206,317)
Land held for development 20,168  20,168  20,168  20,168  20,168  20,168 
Property under development 80,650  85,829  76,029  56,347  8,241  10,885 
Operating lease right-of-use assets 192,325  197,357  200,985  199,031  202,708  177,174 
Mortgage notes and related accrued interest receivable, net 466,459  461,263  457,268  399,485  374,617  370,021 
Investment in joint ventures 53,763  50,978  52,964  50,124  47,705  36,564 
Cash and cash equivalents 99,711  96,438  107,934  160,838  168,266  323,761 
Restricted cash 2,623  2,599  2,577  5,252  1,277  2,956 
Accounts receivable 53,305  50,591  53,587  53,375  60,176  60,704 
Other assets 74,882  83,050  73,053  78,422  71,583  76,950 
Total assets $ 5,703,564  $ 5,756,615  $ 5,758,701  $ 5,792,759  $ 5,793,442  $ 5,818,070 
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities
$ 74,493  $ 76,244  $ 80,087  $ 83,384  $ 67,178  $ 92,999 
Operating lease liabilities
233,126  238,096  241,407  237,254  240,595  215,112 
Common dividends payable
22,289  21,826  21,405  21,411  21,146  20,946 
Preferred dividends payable
6,032  6,033  6,033  6,033  6,033  6,033 
Unearned rents and interest
71,746  71,601  63,939  79,943  72,833  76,013 
Line of credit
—  —  —  —  —  — 
Deferred financing costs, net
(28,222) (29,576) (31,118) (32,642) (34,149) (35,376)
Other debt
2,841,229  2,841,229  2,841,229  2,841,229  2,841,229  2,841,229 
Total liabilities 3,220,693  3,225,453  3,222,982  3,236,612  3,214,865  3,216,956 
Equity:
Common stock and additional paid-in-capital
3,916,102  3,911,064  3,900,557  3,896,179  3,891,509  3,887,065 
Preferred stock at par value
148  148  148  148  148  148 
Treasury stock
(274,001) (273,904) (269,751) (269,744) (269,608) (269,608)
Accumulated other comprehensive income 3,610  1,823  1,897  1,097  10,675  10,471 
Distributions in excess of net income
(1,162,988) (1,107,969) (1,097,132) (1,071,533) (1,054,147) (1,026,962)
Total equity 2,482,871  2,531,162  2,535,719  2,556,147  2,578,577  2,601,114 
Total liabilities and equity $ 5,703,564  $ 5,756,615  $ 5,758,701  $ 5,792,759  $ 5,793,442  $ 5,818,070 
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SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Rental revenue $ 151,870  $ 151,591  $ 152,652  $ 140,471  $ 142,875  $ 139,603 
Other income 10,124  9,333  16,756  11,360  9,961  9,305 
Mortgage and other financing income 10,913  10,472  9,295  9,579  7,610  8,564 
Total revenue 172,907  171,396  178,703  161,410  160,446  157,472 
Property operating expense 13,972  14,155  13,747  14,707  13,592  13,939 
Other expense 9,161  8,950  7,705  9,135  8,872  8,097 
General and administrative expense 15,248  13,965  13,082  12,582  12,691  13,224 
Severance expense
547  —  —  —  —  — 
Transaction costs 36  270  993  148  1,145  2,247 
Credit loss (benefit) expense (275) 587  1,369  241  9,512  (306)
Impairment charges 43,785  —  22,998  —  —  4,351 
Depreciation and amortization 43,705  41,204  41,303  41,539  40,766  40,044 
Total operating expenses 126,179  79,131  101,197  78,352  86,578  81,596 
(Loss) gain on sale of real estate (575) (560) 347  304  —  — 
Income from operations 46,153  91,705  77,853  83,362  73,868  75,876 
Interest expense, net 31,591  31,722  31,879  32,747  33,289  33,260 
Equity in loss (income) from joint ventures 615  1,985  3,559  (572) (1,421) 106 
Impairment charges on joint ventures —  —  —  —  647  — 
Income before income taxes 13,947  57,998  42,415  51,187  41,353  42,510 
Income tax expense 347  341  86  388  444  318 
Net income 13,600  57,657  42,329  50,799  40,909  42,192 
Preferred dividend requirements 6,040  6,033  6,042  6,033  6,033  6,033 
Net income available to common shareholders of EPR Properties $ 7,560  $ 51,624  $ 36,287  $ 44,766  $ 34,876  $ 36,159 
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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): 2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Net income available to common shareholders of EPR Properties $ 7,560  $ 51,624  $ 36,287  $ 44,766  $ 34,876  $ 36,159 
Loss (gain) on sale of real estate 575  560  (347) (304) —  — 
Impairment of real estate investments, net 43,785  —  21,030  —  —  4,351 
Real estate depreciation and amortization 43,494  41,000  41,100  41,331  40,563  39,827 
Allocated share of joint venture depreciation 2,162  2,055  1,833  2,093  1,996  1,487 
Impairment charges on joint ventures —  —  —  —  647  — 
FFO available to common shareholders of EPR Properties $ 97,576  $ 95,239  $ 99,903  $ 87,886  $ 78,082  $ 81,824 
FFO available to common shareholders of EPR Properties $ 97,576  $ 95,239  $ 99,903  $ 87,886  $ 78,082  $ 81,824 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  1,938  1,938  1,938  1,938 
Add: Preferred dividends for Series E preferred shares 1,938  1,938  1,939  1,939  1,939  1,939 
Diluted FFO available to common shareholders of EPR Properties $ 101,452  $ 99,115  $ 103,780  $ 91,763  $ 81,959  $ 85,701 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties $ 97,576  $ 95,239  $ 99,903  $ 87,886  $ 78,082  $ 81,824 
Severance expense 547  —  —  —  —  — 
Transaction costs 36  270  993  148  1,145  2,247 
Credit loss (benefit) expense (275) 587  1,369  241  9,512  (306)
Sale participation income (included in other income) —  —  (9,134) —  —  — 
Impairment of operating lease right-of-use assets —  —  1,968  —  —  — 
Gain on insurance recovery (included in other income) —  —  —  —  —  (552)
Deferred income tax benefit (92) (90) (132) (37) —  — 
FFO as adjusted available to common shareholders of EPR Properties $ 97,792  $ 96,006  $ 94,967  $ 88,238  $ 88,739  $ 83,213 
FFO as adjusted available to common shareholders of EPR Properties $ 97,792  $ 96,006  $ 94,967  $ 88,238  $ 88,739  $ 83,213 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  1,938  1,938  1,938  1,938 
Add: Preferred dividends for Series E preferred shares 1,938  1,938  1,939  1,939  1,939  1,939 
Diluted FFO as adjusted available to common shareholders of EPR Properties $ 101,668  $ 99,882  $ 98,844  $ 92,115  $ 92,616  $ 87,090 
FFO per common share:
Basic $ 1.30  $ 1.27  $ 1.33  $ 1.17  $ 1.04  $ 1.09 
Diluted 1.27  1.25  1.31  1.16  1.04  1.09 
FFO as adjusted per common share:
Basic $ 1.30  $ 1.28  $ 1.27  $ 1.18  $ 1.18  $ 1.11 
Diluted 1.28  1.26  1.25  1.16  1.17  1.10 
Shares used for computation (in thousands):
Basic 75,297  75,084  75,022  75,016  74,986  74,843 
Diluted 75,715  75,283  75,111  75,183  75,234  75,047 
Effect of dilutive Series C preferred shares 2,279  2,272  2,261  2,250  2,245  2,241 
Effect of dilutive Series E preferred shares 1,663  1,663  1,664  1,664  1,664  1,664 
Adjusted weighted-average shares outstanding-diluted Series C and Series E 79,657  79,218  79,036  79,097  79,143  78,952 
(1) See pages 25 through 27 for definitions.
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ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1): 2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
FFO available to common shareholders of EPR Properties
$ 97,576  $ 95,239  $ 99,903  $ 87,886  $ 78,082  $ 81,824 
Adjustments:
Severance expense 547  —  —  —  —  — 
Transaction costs 36  270  993  148  1,145  2,247 
Credit loss (benefit) expense (275) 587  1,369  241  9,512  (306)
Sale participation income (included in other income) —  —  (9,134) —  —  — 
Impairment of operating lease right-of-use assets —  —  1,968  —  —  — 
Gain on insurance recovery (included in other income) —  —  —  —  —  (552)
Deferred income tax benefit (92) (90) (132) (37) —  — 
Non-real estate depreciation and amortization 211  204  203  208  203  217 
Deferred financing fees amortization 2,150  2,129  2,109  2,090  2,090  2,071 
Share-based compensation expense to management and trustees
4,477  4,322  4,114  4,138  4,169  4,245 
Amortization of above/below market leases, net and tenant allowances (185) (89) (90) (89) (89) (87)
Maintenance capital expenditures (2) (3,445) (2,176) (2,674) (386) (134) (1,351)
Straight-lined rental revenue (1,149) (2,105) (2,291) (2,374) (1,733) (595)
Straight-lined ground sublease expense 401  565  581  602  261  248 
Non-cash portion of mortgage and other financing income
(141) (122) (120) (119) (118) (116)
AFFO available to common shareholders of EPR Properties $ 100,111  $ 98,734  $ 96,799  $ 92,308  $ 93,388  $ 87,845 
AFFO available to common shareholders of EPR Properties $ 100,111  $ 98,734  $ 96,799  $ 92,308  $ 93,388  $ 87,845 
Add: Preferred dividends for Series C preferred shares 1,938  1,938  1,938  1,938  1,938  1,938 
Add: Preferred dividends for Series E preferred shares 1,938  1,938  1,939  1,939  1,939  1,939 
Diluted AFFO available to common shareholders of EPR Properties $ 103,987  $ 102,610  $ 100,676  $ 96,185  $ 97,265  $ 91,722 
Weighted average diluted shares outstanding (in thousands)
75,715  75,283  75,111  75,183  75,234  75,047 
Effect of dilutive Series C preferred shares 2,279  2,272  2,261  2,250  2,245  2,241 
Effect of dilutive Series E preferred shares 1,663  1,663  1,664  1,664  1,664  1,664 
Adjusted weighted-average shares outstanding-diluted 79,657  79,218  79,036  79,097  79,143  78,952 
AFFO per diluted common share $ 1.31  $ 1.30  $ 1.27  $ 1.22  $ 1.23  $ 1.16 
Dividends declared per common share $ 0.825  $ 0.825  $ 0.825  $ 0.825  $ 0.825  $ 0.775 
AFFO payout ratio (3) 63  % 63  % 65  % 68  % 67  % 67  %
(1) See pages 25 through 27 for definitions.
(2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(3) 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 JUNE 30, 2023
(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 —  —  —  (28,222) —%
$ 24,995  $ —  $ 2,816,234  $ 2,813,007  4.32%
BALANCE WEIGHTED AVG INTEREST RATE WEIGHTED AVG MATURITY
Fixed rate unsecured debt $ 2,816,234  4.30  % 4.54 
Fixed rate secured debt (1) 24,995  2.53  % 24.09
Less: deferred financing costs, net (28,222) —  % — 
     Total $ 2,813,007  4.32  % 4.75
(1) Includes $25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024.
(2) Unsecured Revolving Credit Facility Summary:
BALANCE RATE
COMMITMENT
AT 6/30/2023
MATURITY
AT 6/30/2023
$1,000,000 $— October 6, 2025 6.403%
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 JUNE 30, 2023 AND DECEMBER 31, 2022
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT: June 30, 2023 December 31, 2022
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 (28,222) (31,118)
Total debt $ 2,813,007  $ 2,810,111 


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CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF JUNE 30, 2023
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 June 30, 2023. 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 June 30, 2023 and March 31, 2023 are:
Actual Actual
NOTE COVENANTS Required 2nd Quarter 2023 (1) 1st Quarter 2023 (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 4.2x 4.2x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) ≥ 150% of unsecured debt 235% 236%
(1) See page 14 for details of calculations.

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CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS: June 30, 2023 TOTAL DEBT: June 30, 2023
Total Assets per balance sheet $ 5,703,564  Secured debt obligations $ 24,995 
Add: accumulated depreciation 1,369,790  Unsecured debt obligations:
Less: intangible assets, net (36,983) Unsecured debt 2,816,234 
Total Assets $ 7,036,371  Outstanding letters of credit — 
Guarantees 3,294 
TOTAL UNENCUMBERED ASSETS: June 30, 2023 Derivatives at fair market value, net, if liability — 
Unencumbered real estate assets, gross $ 6,434,969  Total unsecured debt obligations: $ 2,819,528 
Cash and cash equivalents 99,711  Total Debt $ 2,844,523 
Land held for development 20,168 
Property under development 80,650 
Total Unencumbered Assets $ 6,635,498 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE: 2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 TRAILING TWELVE MONTHS
Adjusted EBITDAre $ 138,245  $ 136,479  $ 135,524  $ 129,473  $ 539,721 
Less: straight-line revenue, net, included in adjusted EBITDAre (1,149) (2,105) (2,291) (2,374) (7,919)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE $ 137,096  $ 134,374  $ 133,233  $ 127,099  $ 531,802 
ANNUAL DEBT SERVICE:
Interest expense, gross $ 33,541  $ 33,510  $ 33,522  $ 33,595  $ 134,168 
Less: deferred financing fees amortization (2,150) (2,129) (2,109) (2,090) (8,478)
ANNUAL DEBT SERVICE $ 31,391  $ 31,381  $ 31,413  $ 31,505  $ 125,690 
DEBT SERVICE COVERAGE 4.4  4.3  4.2  4.0  4.2 
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CAPITAL STRUCTURE AS OF JUNE 30, 2023
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITY SHARES OUTSTANDING
PRICE PER SHARE AT JUNE 30, 2023
LIQUIDATION PREFERENCE DIVIDEND RATE CONVERTIBLE
CONVERSION RATIO AT JUNE 30, 2023
CONVERSION PRICE AT JUNE 30, 2023
Common shares 75,322,576 $46.80 N/A (1) N/A N/A N/A
Series C 5,392,916 $21.10 $134,823 5.750% Y 0.4226 $59.16
Series E 3,446,070 $28.36 $86,150 9.000% Y 0.4826 $51.80
Series G 6,000,000 $20.13 $150,000 5.750% N N/A N/A
CALCULATION OF TOTAL MARKET CAPITALIZATION:
Common shares outstanding at June 30, 2023 multiplied by closing price at June 30, 2023
$ 3,525,097 
Aggregate liquidation value of Series C preferred shares (2) 134,823 
Aggregate liquidation value of Series E preferred shares (2) 86,150 
Aggregate liquidation value of Series G preferred shares (2) 150,000 
Net debt at June 30, 2023 (3)
2,741,518 
Total consolidated market capitalization $ 6,637,588 
(1) Total monthly dividends declared in the second quarter of 2023 were $0.825 per share.
(2) Excludes accrued unpaid dividends at June 30, 2023.
(3) See pages 25 through 27 for definitions.


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SUMMARY OF RATIOS
(UNAUDITED)
2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Debt to total assets ratio 49% 49% 49% 48% 48% 48%
Net debt to total market capitalization ratio (1) 41% 46% 46% 47% 41% 36%
Net debt to gross assets ratio (1) 39% 39% 39% 39% 39% 38%
Net debt/Adjusted EBITDAre ratio (1)(2) 5.0 5.0 5.0 5.2 5.1 5.1
Interest coverage ratio (3) 4.1 4.0 4.0 3.8 3.8 3.7
Fixed charge coverage ratio (3) 3.5 3.4 3.4 3.2 3.3 3.2
Debt service coverage ratio (3) 4.1 4.0 4.0 3.8 3.8 3.7
FFO payout ratio (4) 65% 66% 63% 71% 79% 71%
FFO as adjusted payout ratio (5) 64% 65% 66% 71% 71% 70%
AFFO payout ratio (6) 63% 63% 65% 68% 67% 67%
(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.
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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 JUNE 30, 2023 DECEMBER 31, 2022
Eat & play property Eugene, Oregon
8.13  % 8/31/2024 $ 10,750  $ 10,417  $ 7,780 
Attraction property Powells Point, North Carolina
7.75  % 6/30/2025 29,378  29,187  29,227 
Fitness & wellness property Merriam, Kansas
7.55  % 7/31/2029 9,090  9,208  9,195 
Fitness & wellness property Omaha, Nebraska 9.00  % 6/30/2030 10,905  10,951  10,898 
Fitness & wellness property Omaha, Nebraska 9.00  % 6/30/2030 10,539  10,605  10,531 
Experiential lodging property Nashville, Tennessee
6.99  % 9/30/2031 70,000  71,042  70,576 
Ski property Girdwood, Alaska
8.74  % 7/31/2032 75,800  75,742  72,366 
Fitness & wellness properties Colorado and California 7.15  % 1/10/2033 56,751  56,914  56,911 
Eat & play property Austin, Texas
11.31  % 6/1/2033 9,984  9,985  10,253 
Attraction property Dallas, Texas (2) 10.25  % 6/9/2033 —  —  — 
Experiential lodging property Breaux Bridge, LA 7.25  % 3/8/2034 11,305  11,373  11,373 
Ski property West Dover and Wilmington, Vermont 12.32  % 12/1/2034 51,050  51,049  51,049 
Four ski properties Ohio and Pennsylvania
11.24  % 12/1/2034 37,562  37,502  37,529 
Ski property Chesterland, Ohio
11.72  % 12/1/2034 4,550  4,511  4,532 
Ski property Hunter, New York
9.03  % 1/5/2036 21,000  21,000  21,000 
Eat & play property Midvale, Utah 10.25  % 5/31/2036 17,505  17,505  17,505 
Eat & play property West Chester, Ohio 9.75  % 8/1/2036 18,068  18,067  18,066 
Fitness & wellness property Fort Collins, Colorado 8.00  % 1/31/2038 10,292  10,060  10,089 
Early childhood education center Lake Mary, Florida 8.23  % 5/9/2039 4,200  4,373  4,360 
Early childhood education center Lithia, Florida 8.75  % 10/31/2039 3,959  3,993  4,028 
Experiential lodging property Frankenmuth, Michigan 8.25  % 10/14/2042 3,018  2,975  — 
Total
$ 465,706  $ 466,459  $ 457,268 
(1) Amounts include accrued interest and are net of allowance for credit losses.
(2) No principal had been funded on this mortgage note as of June 30, 2023.
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SUMMARY OF UNCONSOLIDATED JOINT VENTURES
(UNAUDITED, DOLLARS IN THOUSANDS)
PROPERTY ACQUISITION DATE PROPERTY TYPE LOCATION
CARRYING VALUE AT JUNE 30, 2023
OWNERSHIP INTEREST
Bellwether Beach Resort & Beachcomber Beach Resort Hotel 12/2018 Experiential lodging St. Pete Beach, Florida $ 19,517  65  %
Jellystone Park Warrens 8/2021 Experiential lodging Warrens, Wisconsin 9,076  95  %
Camp Margaritaville Breaux Bridge 5/2022 Experiential lodging Breaux Bridge, Louisiana 19,138  85  %
Jellystone Kozy Rest 11/2022 Experiential lodging Harrisville, Pennsylvania 6,032  62  %

AS OF JUNE 30, 2023
TOTAL EPR PORTION (2)
Total assets $ 253,827  $ 189,216
Mortgage notes payable due to third parties 169,693  124,771
Mortgage note payable due to EPR (1) 11,305  9,609
THREE MONTHS ENDED JUNE 30, 2023
SIX MONTHS ENDED JUNE 30, 2023
TOTAL EPR PORTION (2) TOTAL EPR PORTION (2)
Revenue and other income $ 21,493 $ 15,464 $ 38,352 $ 26,956
Operating expenses 19,052 13,907 35,001 25,301
Net operating income $ 2,441 $ 1,557 $ 3,351 $ 1,655
Interest expense 3,070 2,172 6,017 4,255
Net loss $ (629) $ (615) $ (2,666) $ (2,600)
Allocated share of joint venture depreciation (2) 2,162 n/a 4,217
FFOAA (2) $ 1,547 n/a $ 1,617
(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
JUNE 30, 2023
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% 22,899  21,754 
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% 3,294  2,042 
Total mortgage notes payable due to third parties $ 169,693  $ 124,771 
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INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED JUNE 30, 2023
INVESTMENT TYPE TOTAL INVESTMENT SPENDING NEW DEVELOPMENT RE-DEVELOPMENT ASSET ACQUISITION MORTGAGE NOTES OR NOTES RECEIVABLE INVESTMENT IN JOINT VENTURES
Eat & Play $ 7,702  $ 7,406  $ 296  $ —  $ —  $ — 
Attractions 3,076  —  58  —  3,018  — 
Ski 1,595  —  —  —  1,595  — 
Experiential Lodging 6,278  —  —  —  —  6,278 
Fitness & Wellness 10,691  10,582  109  —  —  — 
Cultural 2,817  —  2,817  —  —  — 
Total Experiential 32,159  17,988  3,280  —  4,613  6,278 
Total Investment Spending $ 32,159  $ 17,988  $ 3,280  $ —  $ 4,613  $ 6,278 
INVESTMENT SPENDING SIX MONTHS ENDED JUNE 30, 2023
INVESTMENT TYPE TOTAL INVESTMENT SPENDING NEW DEVELOPMENT RE-DEVELOPMENT ASSET ACQUISITION MORTGAGE NOTES OR NOTES RECEIVABLE INVESTMENT IN JOINT VENTURES
Eat & Play $ 19,134  $ 18,607  $ 527  $ —  $ —  $ — 
Attractions 6,570  —  3,552  —  3,018  — 
Ski 3,022  —  —  —  3,022  — 
Experiential Lodging 8,936  —  —  —  —  8,936 
Fitness & Wellness 58,060  11,055  210  43,770  3,025  — 
Cultural 2,962  —  2,962  —  —  — 
Total Experiential 98,684  29,662  7,251  43,770  9,065  8,936 
Total Investment Spending $ 98,684  $ 29,662  $ 7,251  $ 43,770  $ 9,065  $ 8,936 
2023 DISPOSITIONS
THREE MONTHS ENDED JUNE 30, 2023
SIX MONTHS ENDED JUNE 30, 2023
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
Eat & Play $ —  $ —  $ —  $ 4,029  $ 4,029  $ — 
Total Experiential —  —  —  4,029  4,029  — 
Total Education 4,344  4,344  —  4,344  4,344  — 
Total Education 4,344  —  —  4,344  4,344  — 
Total Dispositions $ 4,344  $ —  $ —  $ 8,373  $ 8,373  $ — 
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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT JUNE 30, 2023 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
JUNE 30, 2023 OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT # OF PROJECTS 3RD QUARTER 2023 4TH QUARTER 2023 1ST QUARTER 2024 2ND QUARTER 2024 THEREAFTER TOTAL EXPECTED COSTS (2) % LEASED
Total Build-to-Suit (3) $ 71,754  6 $ 28,586  $ 28,461  $ 25,228  $ 8,263  $ 32,718  $ 195,010  100  %
Non Build-to-Suit Development
8,896 
Total Property Under Development
$ 80,650 
JUNE 30, 2023 OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS 3RD QUARTER 2023 4TH QUARTER 2023 1ST QUARTER 2024 2ND QUARTER 2024 THEREAFTER TOTAL IN-SERVICE (2) ACTUAL IN-SERVICE 2ND QUARTER 2023
Total Build-to-Suit 6 $ 5,638  $ 5,315  $ 6,968  $ 104,318  $ 72,771  $ 195,010  $ 33,939 
JUNE 30, 2023 MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE # OF PROJECTS 3RD QUARTER 2023 4TH QUARTER 2023 1ST QUARTER 2024 2ND QUARTER 2024 THEREAFTER TOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes
$ 135,630  4 $ 14,455  $ 19,865  $ 18,865  $ 14,115  $ 21,667  $ 224,597 
Non Build-to-Suit Mortgage Notes
330,829 
Total Mortgage Notes Receivable
$ 466,459 
(1) This schedule includes only those properties for which the Company has commenced construction as of June 30, 2023.
(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, Harrisville, Pennsylvania and Breaux Bridge, Louisiana. The Company's investment spending for these joint ventures is estimated at $11.7 million for the remainder of 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 JUNE 30, 2023
(UNAUDITED)
PROPERTY TYPE PROPERTIES OPERATORS ANNUALIZED ADJUSTED EBITDAre (1) STRATEGIC FOCUS
Theatres (2) 171 19 40  % Reduce
Eat & Play 57 8 (3) 24  % Grow
Attractions 24 8 11  % Grow
Ski 11 3 % Grow
Experiential Lodging 7 4 % Grow
Fitness & Wellness 16 6 % Grow
Gaming 1 1 % Grow
Cultural 3 2 % Grow
EXPERIENTIAL PORTFOLIO 290 51 93  %
Early Childhood Education 64 7 % Reduce
Private schools 9 1 % Reduce
EDUCATION PORTFOLIO 73 8 %
TOTAL PORTFOLIO 363 59 100  %
(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 JUNE 30, 2023
(UNAUDITED, DOLLARS IN THOUSANDS)
YEAR TOTAL NUMBER OF PROPERTIES
RENTAL REVENUE FOR THE TRAILING TWELVE MONTHS ENDED JUNE 30, 2023 (1)
% OF TOTAL REVENUE
2023 —  $ —  —  %
2024 5,379  %
2025 3,402  —  %
2026 8,053  %
2027 25,907  %
2028 15  31,695  %
2029 12  19,899  %
2030 22  33,437  %
2031 13  20,102  %
2032 20  30,941  %
2033 12,538  %
2034 40  70,443  10  %
2035 32  77,053  11  %
2036 27  49,444  %
2037 32  69,727  10  %
2038 30  35,496  %
2039 5,384  %
2040 7,872  %
2041 31  18,505  %
2042 17,052  %
Thereafter 18,691  %
321  $ 561,020  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 June 30, 2023 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 trailing twelve months ended June 30, 2023 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 SIX MONTHS ENDED
CUSTOMERS JUNE 30, 2023 (1) JUNE 30, 2023 (1)
1. AMC Theatres 13.8% 13.8%
2. Topgolf 13.7% 13.8%
3. Regal Entertainment Group 12.7% 12.8%
4. Cinemark 6.1% 6.1%
5. Vail Resorts 5.1% 4.6%
6. Premier Parks 4.5% 4.1%
7. Camelback Resort 3.2% 3.2%
8. VSS-Southern (2) 2.5% 2.5%
9. Six Flags 2.5% 2.5%
10. Endeavor Schools 1.9% 2.1%
Total 66.0% 65.5%
(1) Excludes deferral collections and prior period stub rent payments received from cash basis tenants recognized as revenue for the three and six months ended June 30, 2023.
(2) Subsequent to June 30, 2023, VSS-Southern was acquired by Santikos Theaters, LLC.
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GUIDANCE
(UNAUDITED, DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
MEASURE 2023 GUIDANCE
YTD ACTUALS CURRENT PRIOR (1)
Investment spending $98.7 $200.0 to $300.0 $200.0 to $300.0
Disposition proceeds and mortgage note payoff $8.4 $31.0 to $41.0 n/a to n/a
Percentage rent $3.9 $11.0 to $13.0 $8.5 to $12.5
General and administrative expense $29.2 $56.0 to $58.0 $54.0 to $57.0
FFO per diluted share $2.52 $4.97 to $5.07 n/a to n/a
FFO as adjusted (FFOAA) per diluted share $2.53 $5.05 to $5.15 n/a to n/a
RECONCILIATION FROM NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF EPR PROPERTIES (PER DILUTED SHARE): YTD ACTUALS 2023 GUIDANCE
Net income available to common shareholders of EPR Properties $0.78 $2.14 to $2.24
Loss (gain) on sale of real estate 0.01 (0.02)
Impairment of real estate investments, net 0.58 0.58
Real estate depreciation and amortization 1.12 2.20
Allocated share of joint venture depreciation 0.06 0.12
Impact of Series C and Series E Dilution, if applicable (0.03) (0.05)
FFO available to common shareholders of EPR Properties $2.52 $4.97 to $5.07
Severance expense 0.01 0.01
Transaction costs 0.08
Credit loss expense (benefit)
Deferred income tax benefit
Impact of Series C and Series E Dilution, if applicable (0.01)
FFO as adjusted (FFOAA) available to common shareholders of EPR Properties $2.53 $5.05 to $5.15

(1) Due to the uncertainties related to Regal's bankruptcy proceedings, the Company did not previously provide 2023 earnings guidance.
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, 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 because 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 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 because 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, transaction costs, credit loss (benefit) expense, 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) property under development that is build-to-suit at the initial cash yields of the projects upon completion (3) removal of other non-recurring items including out of period deferrals and stub rent payments 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 and (ii) 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 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 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 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 available to common shareholders and earnings per share. FFO as adjusted is FFO plus severance expense, transaction costs, credit loss expense (benefit), costs associated with loan refinancing or payoff, 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 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 severance expense, transaction costs, credit loss expense (benefit), costs associated with loan refinancing or payoff, 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 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 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 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
Second Quarter Ended June 30, 2023

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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1): 2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Net income $ 13,600  $ 57,657  $ 42,329  $ 50,799  $ 40,909  $ 42,192 
Impairment charges 43,785  —  22,998  —  —  4,351 
Impairment charges on joint ventures —  —  —  —  647  — 
Severance expense 547  —  —  —  —  — 
Transaction costs 36  270  993  148  1,145  2,247 
Credit loss (benefit) expense (275) 587  1,369  241  9,512  (306)
Interest expense, gross 33,541  33,510  33,522  33,595  33,512  33,483 
Depreciation and amortization 43,705  41,204  41,303  41,539  40,766  40,044 
Share-based compensation expense
to management and trustees 4,477  4,322  4,114  4,138  4,169  4,245 
Sale participation income —  —  (9,134) —  —  — 
Interest cost capitalized (846) (783) (680) (335) (71) (200)
Straight-line rental revenue (1,149) (2,105) (2,291) (2,374) (1,733) (595)
Loss (gain) on sale of real estate 575  560  (347) (304) —  — 
Gain on insurance recovery
—  —  —  —  —  (552)
Deferred income tax benefit (92) (90) (132) (37) —  — 
Interest coverage amount $ 137,904  $ 135,132  $ 134,044  $ 127,410  $ 128,856  $ 124,909 
Interest expense, net $ 31,591  $ 31,722  $ 31,879  $ 32,747  $ 33,289  $ 33,260 
Interest income 1,104  1,005  963  513  152  23 
Interest cost capitalized 846  783  680  335  71  200 
Interest expense, gross $ 33,541  $ 33,510  $ 33,522  $ 33,595  $ 33,512  $ 33,483 
Interest coverage ratio 4.1  4.0  4.0  3.8  3.8  3.7 
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount $ 137,904  $ 135,132  $ 134,044  $ 127,410  $ 128,856  $ 124,909 
Interest expense, gross $ 33,541  $ 33,510  $ 33,522  $ 33,595  $ 33,512  $ 33,483 
Preferred share dividends 6,040  6,033  6,042  6,033  6,033  6,033 
Fixed charges $ 39,581  $ 39,543  $ 39,564  $ 39,628  $ 39,545  $ 39,516 
Fixed charge coverage ratio 3.5  3.4  3.4  3.2  3.3  3.2 
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount $ 137,904  $ 135,132  $ 134,044  $ 127,410  $ 128,856  $ 124,909 
Interest expense, gross $ 33,541  $ 33,510  $ 33,522  $ 33,595  $ 33,512  $ 33,483 
Recurring principal payments —  —  —  —  —  — 
Debt service $ 33,541  $ 33,510  $ 33,522  $ 33,595  $ 33,512  $ 33,483 
Debt service coverage ratio 4.1  4.0  4.0  3.8  3.8  3.7 
(1) See pages 25 through 27 for definitions.
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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:
2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Net cash provided by operating activities $ 99,358  $ 121,530  $ 92,041  $ 132,625  $ 88,963  $ 128,087 
Equity in (loss) income from joint ventures (615) (1,985) (3,559) 572  1,421  (106)
Distributions from joint ventures —  —  —  —  (780) — 
Amortization of deferred financing costs (2,150) (2,129) (2,109) (2,090) (2,090) (2,071)
Amortization of above and below market leases, net and tenant allowances
185  89  90  89  89  87 
Changes in assets and liabilities, net:
Amortization of operating lease assets and liabilities (143) (317) (226) (337) 51  49 
Mortgage notes and related accrued interest receivable
621  296  576  274  (40) (310)
Accounts receivable 2,749  (2,998) 188  (3,994) (4,744) (17,424)
Other assets (95) 6,276  (617) (2,812) (1,959) 5,861 
Accounts payable and accrued liabilities 3,395  (8,861) 9,186  (20,807) 12,177  (15,132)
Unearned rents and interest 2,774  (7,661) 16,064  (7,144) 2,915  (9,067)
Straight-line rental revenue (1,149) (2,105) (2,291) (2,374) (1,733) (595)
Interest expense, gross 33,541  33,510  33,522  33,595  33,512  33,483 
Interest cost capitalized (846) (783) (680) (335) (71) (200)
Sale participation income —  —  (9,134) —  —  — 
Transaction costs 36  270  993  148  1,145  2,247 
Severance expense (cash portion) 243  —  —  —  —  — 
Interest coverage amount (1) $ 137,904  $ 135,132  $ 134,044  $ 127,410  $ 128,856  $ 124,909 
Net cash used by investing activities $ (27,961) $ (61,510) $ (79,920) $ (67,945) $ (178,685) $ (25,035)
Net cash used by financing activities $ (68,201) $ (71,486) $ (67,677) $ (67,524) $ (67,898) $ (66,293)
(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 (2): 2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Net income $ 13,600  $ 57,657  $ 42,329  $ 50,799  $ 40,909  $ 42,192 
Interest expense, net 31,591  31,722  31,879  32,747  33,289  33,260 
Income tax expense 347  341  86  388  444  318 
Depreciation and amortization 43,705  41,204  41,303  41,539  40,766  40,044 
Loss (gain) on sale of real estate 575  560  (347) (304) —  — 
Impairment of real estate investments, net 43,785  —  21,030  —  —  4,351 
Allocated share of joint venture depreciation 2,162  2,055  1,833  2,093  1,996  1,487 
Allocated share of joint venture interest expense 2,172  2,083  2,215  1,822  1,276  1,121 
Impairment charges on joint ventures —  —  —  —  647  — 
EBITDAre $ 137,937  $ 135,622  $ 140,328  $ 129,084  $ 119,327  $ 122,773 
Sale participation income (1) —  —  (9,134) —  —  — 
Gain on insurance recovery (1) —  —  —  —  —  (552)
Severance expense 547  —  —  —  —  — 
Transaction costs 36  270  993  148  1,145  2,247 
Credit loss (benefit) expense (275) 587  1,369  241  9,512  (306)
Impairment of operating lease right-of-use assets —  —  1,968  —  —  — 
Adjusted EBITDAre (for the quarter) $ 138,245  $ 136,479  $ 135,524  $ 129,473  $ 129,984  $ 124,162 
Adjusted EBITDAre (3) $ 552,980  $ 545,916  $ 542,096  $ 517,892  $ 519,936  $ 496,648 
ANNUALIZED ADJUSTED EBITDAre (2):
Adjusted EBITDAre (for the quarter) $ 138,245  $ 136,479  $ 135,524  $ 129,473  $ 129,984  $ 124,162 
In-service and disposition adjustments (4) 551  712  602  305  3,063  855 
Managed and JV property adjustments (5) (960) 502  3,370  —  —  — 
Property under development adjustments (6) 1,462  1,716  1,522  —  —  — 
Percentage rent/participation adjustments (5) 483  395  (2,824) 797  1,481  (693)
Deferral and stub rent collections not previously recognized (5) (8,038) (6,776) (5,012) (5,432) (5,038) (1,609)
Non-recurring adjustments (7) (97) 902  (462) 6,345  (1,093) (538)
Annualized Adjusted EBITDAre (for the quarter) $ 131,646  $ 133,930  $ 132,720  $ 131,488  $ 128,397  $ 122,177 
Annualized Adjusted EBITDAre (8) $ 526,584  $ 535,720  $ 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 in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
2ND QUARTER 2023 1ST QUARTER 2023 4TH QUARTER 2022 3RD QUARTER 2022 2ND QUARTER 2022 1ST QUARTER 2022
Income from settlement of foreign currency swap contracts $ 216  $ 224  $ 246  $ 159  $ 26  $ 45 
Sale participation income —  —  9,134  —  —  — 
Gain on insurance recovery —  —  —  —  —  552 
Operating income from operated properties 9,765  9,101  7,325  11,186  9,370  8,648 
Miscellaneous income 143  51  15  565  60 
Other income $ 10,124  $ 9,333  $ 16,756  $ 11,360  $ 9,961  $ 9,305 
(2) See pages 25 through 27 for definitions.
(3) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount.
(4) 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.
(5) To annualize amounts from the actual latest quarterly amount to the trailing 12 month amount divided by four and remove non-recurring, out-of-period deferred and stub rent collections.
(6) To add in income for property under development that is build-to-suit at the initial cash yields of the projects upon completion.
(7) Adjustments for various non-recurring items during the quarter.
(8) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
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