8-K - EPR - Equibles

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): November 4, 2020

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland	001-13561	43-1790877
(State or other jurisdiction of<br>incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)		909 Walnut Street,		Suite 200
---	---	---	---
Kansas City,	Missouri		64106
(Address of principal executive offices) (Zip Code)					(816)	472-1700
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(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

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2020, the Company announced its results of operations and financial condition for the third quarter and nine months ended September 30, 2020. 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.

In addition, on November 4, 2020, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the third quarter and nine months ended September 30, 2020, 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<br>No.	Description
99.1	Press Release dated November 4, 2020 issued by EPR Properties announcing its results of operations and financial condition for the third quarter and nine months ended September 30, 2020.
99.2	Investor slide presentation for the third quarter and nine months ended September 30, 2020, made available by EPR Properties on November 4, 2020.
99.3	Supplemental Operating and Financial Data for the third quarter and nine months ended September 30, 2020, made available by EPR Properties on November 4, 2020.
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<br>Officer

Date: November 4, 2020

Document

Exhibit 99.1

EPR PROPERTIES REPORTS THIRD QUARTER 2020 RESULTS

Kansas City, MO, November 4, 2020 -- EPR Properties (NYSE:EPR) today announced operating results for the third quarter and nine months ended September 30, 2020 (dollars in thousands, except per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020 (1)		2019 (2)		2020 (1)		2019 (2)
Total revenue from continuing operations	$	63,877	$	169,356	$	321,249	$	481,623
Net (loss) income available to common shareholders	(91,938)		27,969		(129,853)		147,844
Net (loss) income available to common shareholders per diluted common share	(1.23)		0.36		(1.70)		1.94
Funds From Operations as adjusted (FFOAA) (a non-GAAP financial measure)	(11,699)		115,309		95,645		323,519
FFOAA per diluted common share (a non-GAAP financial measure)	(0.16)		1.46		1.25		4.19
Adjusted Funds From Operations (AFFO) (a non-GAAP financial measure)	2,698		113,647		126,078		323,567
AFFO per diluted common share (a non-GAAP financial measure)	0.04		1.44		1.65		4.19

(1) The operating results for the three and nine months ended September 30, 2020, include $49.8 million of straight-line and other receivable write-offs, or $0.67 per share, related to moving two customers to cash basis for revenue recognition purposes at the end of the third quarter. These write-offs are reflected in all metrics in these columns except that AFFO per diluted share for the three and nine months ended September 30, 2020 excludes the impact of the straight-line portion of these write-offs totaling $23.9 million.

(2) The operating results of the Company's public charter school portfolio for the three and nine months ended September 30, 2019, include $11.3 million and $22.9 million in termination fees, respectively, and are included in all metrics in these columns except for total revenue from continuing operations. The remaining public charter school portfolio was sold subsequent to September 30, 2019.

Third Quarter Company Headlines

•Collections Ramping Up - For July, August and September, cash collections from customers continued to improve and were approximately 35%, 40% and 48% of contractual cash revenue, respectively.

•Property Openings Increase - Approximately 93% of non-theatre properties and 63% of theatre properties were open as of November 3, 2020. In addition, New York and California are making progress in reopening theatres.

•Strong Liquidity Position - The Company had minimal cash burn during the quarter and with nearly $1.0 billion of cash on hand at quarter-end, the Company believes it has sufficient liquidity to navigate through the impact of the pandemic.

•Extension of Covenant Waivers - Waivers of certain covenants related to the Company’s bank credit facilities have been extended through December 31, 2021, providing additional flexibility to work through issues with customers as needed. The Company is currently negotiating a similar covenant waiver extension relating to its private placement notes.

•Two Customers Placed on Cash Basis – At the end of the quarter, two customers were placed on cash basis for revenue recognition purposes and, as a result, all of the associated receivables related to these two customers were written-off.

CEO Comments

“As the impact of the COVID-19 pandemic persists, we continue to focus on ensuring our strong liquidity position and helping to facilitate on-going property openings and tenant recovery,” stated Greg Silvers, Company President and CEO. “We limited our cash burn during the quarter and reached rent resolution with the vast majority of our customers and have seen an improvement in cash collections. We have also extended our debt covenant waivers on our bank credit facilities to provide additional flexibility through the end of next year. While uncertainty remains, particularly around the timing of a widespread reopening of theatres, we are encouraged by the return to business of the rest of our customers and our stable balance sheet position.”

COVID-19 Response and Update

Collections and Property Openings

Approximately 93% of the Company's non-theatre and 63% of the Company's theatre locations were open for business as of November 3, 2020. Cash collections from tenants and borrowers during the third quarter continued to improve and were 35%, 40% and 48% for July, August and September, respectively. The Company has reached resolution with customers representing approximately 90% of its annualized pre-COVID contractual cash rent and interest payments, however, additional deferral agreements related to certain theatre tenants are currently being negotiated as discussed below. Based on the Company's current agreements and ongoing negotiations with customers, permanent rent and interest payment adjustments are currently expected to lower annualized pre-COVID contractual cash rent and interest payments by approximately 5% to 7%. However, there can be no assurance that additional permanent rent or interest payment reductions or other term modifications will not occur in future periods in light of the continued adverse impact of the pandemic, particularly ongoing uncertainty in the theatre industry.

Theatre Update

The customers occupying the Company's theatre properties are facing several challenges as they diligently try to reopen. As a result of the impact of the COVID-19 pandemic, some of our theatre locations remain closed due to state and local restrictions, including key markets in New York and California. Other theatres are currently closed by operator choice, including 52 of our theatres operated by Regal Cinemas ("Regal"), a subsidiary of Cineworld Group, as movie studios continue to delay the release of blockbuster movies in hopes that larger audiences will be available as additional markets open. The delay of these movie releases has had a significant negative impact on current and expected box office performance. Although the Company previously completed deferral agreements with respect to substantially all of its theatre properties, the Company is currently working on additional deferral agreements with certain of its theatre customers as a result of these continuing challenges.

Due to the challenges facing theatres and the continued uncertainty caused by the pandemic, at the end of the third quarter, the Company determined it was appropriate to begin recognizing revenue from Regal on a cash basis. Accordingly, the Company recorded write-offs of accounts receivable of approximately $49.8 million, or $0.67 per share, at the end of the quarter ended September 30, 2020 related to Regal as well as one attraction tenant where a similar assessment was made that cash accounting is appropriate. The write-offs were recorded primarily as a reduction in rental revenue and consisted of $23.9 million in straight line rent receivables and $25.9 million of other receivables.

Below provides an update of classification of customers as of September 30, 2020:

Classification of Customers
( in millions)

No Payment Deferral	107	17	%
Payments Deferred and Recognized as Revenue During Deferral Period		37	%
Payments Deferred But Not Recognized as Revenue During Deferral Period		5	%
Cash Basis/Lease Restructurings (2)		39	%
New Vacancies		2	%
Total	624	100	%
(1) Represents annualized pre-COVID contractual revenue which includes cash rent (including tenant reimbursements) and interest payments.
(2) Includes leases for tenants accounted for on a cash basis and/or leases for tenants that have been or are expected to be restructured. This category includes AMC and Regal.

All values are in US Dollars.

Strong Liquidity Position

The Company remains focused on maintaining strong liquidity and financial flexibility through the pandemic. The Company’s cash provided by operations (which includes interest payments) of $2.0 million, less preferred dividends paid of $6.0 million, resulted in an outflow of $4.0 million during the quarter. The Company has no scheduled debt maturities until 2022 and had over $985.0 million of cash on hand at quarter-end. As discussed in more detail below, the Company amended the agreement governing its bank credit facilities to, among other things, extend the waiver of the Company's obligations to comply with certain covenants through the earlier of December 31, 2021, or when the Company provides notice that it elects to terminate the covenant relief period, subject to certain conditions.

Other Charges

As a result of the COVID-19 pandemic, the Company reassessed the expected holding periods of two Eat & Play properties during the third quarter, and determined that the estimated cash flows were not sufficient to recover the carrying values. Accordingly, during the three months ended September 30, 2020, the Company recognized non-cash impairment charges on real estate investments of $11.6 million for these two properties. Also during the third quarter, the Company recognized credit loss expense totaling $5.7 million that primarily related to reserving the outstanding principal balance of one note receivable due to recent changes in the borrower's financial status as a result of the COVID-19 pandemic.

During the third quarter, the Company recognized $18.4 million in income tax expense that primarily related to recognizing a full valuation allowance of $18.0 million on deferred tax assets related to the Company's taxable REIT subsidiary and Canadian tax paying entity as a result of the uncertainty of realization created by the COVID-19 pandemic.

Portfolio Update

The Company's total investments (a non-GAAP financial measure) were approximately $6.7 billion at September 30, 2020 with Experiential totaling $5.9 billion, or 89%, and Education totaling $0.8 billion, or 11%.

The Company's Experiential portfolio (excluding property under development) consisted of the following property types (owned or financed) at September 30, 2020:

•180 theatre properties;

•56 eat & play properties (including seven theatres located in entertainment districts);

•18 attraction properties;

•13 ski properties;

•six experiential lodging properties;

•one gaming property;

•three cultural properties; and

•seven fitness & wellness properties.

As of September 30, 2020, the Company's owned Experiential portfolio consisted of approximately 19.5 million square feet, which was 96.4% leased and included $44.1 million in property under development and $22.8 million in undeveloped land inventory.

The Company's Education portfolio consisted of the following property types (owned or financed) at September 30, 2020:

•69 early childhood education center properties; and

•16 private school properties.

As of September 30, 2020, the Company's owned Education portfolio consisted of approximately 1.9 million square feet, which was 100% leased and included $3.0 million in undeveloped land inventory.

The combined owned portfolio consisted of 21.4 million square feet and was 96.7% leased.

Investment Update

The Company's investment spending for the three months ended September 30, 2020 totaled $8.7 million (bringing the year-to-date investment spending to $62.3 million), and included spending on Experiential build-to-suit development and redevelopment projects.

Balance Sheet and Liquidity Update

At September 30, 2020, the Company's net debt to gross assets ratio (a non-GAAP Financial Measure) was 42%.

At September 30, 2020, the Company had $985.4 million of unrestricted cash on hand and $750.0 million outstanding under its $1.0 billion unsecured revolving credit facility. The Company has no scheduled debt maturities until 2022 when its unsecured revolving credit facility comes due.

During the quarter ended September 30, 2020, Moody's downgraded the credit rating for the Company's unsecured debt to Baa3. As a result, the interest rate spreads on the Company's outstanding borrowings under its bank credit facilities increased by 0.25%. Subsequent to September 30, 2020, Fitch and Standard and Poor's downgraded the credit ratings for the Company's unsecured debt to BB+. As a result, the interest rate payable on the Company's outstanding private placement notes increased by 0.60%. In addition, as a result of these downgrades, the Company is in the process of causing certain of its key subsidiaries to guarantee the Company's obligations under its bank credit facilities, private placement notes and other outstanding senior unsecured notes in accordance with existing agreements with the holders of such indebtedness.

On November 3, 2020, the Company amended the agreement governing its bank credit facilities (including its revolving credit facility and $400.0 million term loan). The amendment modified certain provisions and extended the waiver of the Company's obligation to comply with certain covenants under these facilities through December 31, 2021 in light of the continuing financial and operational impacts of the COVID-19 pandemic on the Company and its tenants and borrowers. The Company can elect to terminate the covenant relief period early, subject to certain conditions. The loans subject to the modifications continue to bear interest at the same higher rates during the covenant relief period as specified in the previous waiver, and will return to the original pre-waiver levels at the end of such period, subject to certain conditions. The rates during and after the covenant relief period continue to be subject to change based on long-term unsecured debt ratings, as defined in the agreements.

The amendment to the agreement governing the Company's bank credit facilities continues to impose additional restrictions on the Company during the covenant relief period, including limitations on certain investments, incurrences of indebtedness, capital expenditures, payment of dividends or other distributions, minimum liquidity and share repurchases, in each case subject to certain exceptions. The Company is currently negotiating a similar covenant waiver extension relating to its $340.0 million of private placement notes.

Dividend Information

The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020. The Company is restricted from paying dividends on its common shares during the covenant relief period, subject to certain limited exceptions, and there can be no assurances as to the Company's ability to reinstitute cash dividend payments to common shareholders or the timing thereof.

The Board declared its regular quarterly dividends to preferred shareholders of $0.359375 per share on its 5.75% Series C cumulative convertible preferred shares, $0.5625 per share on its 9.00% Series E cumulative convertible preferred shares and $0.359375 per share on its 5.75% Series G cumulative redeemable preferred shares.

Conference Call Information

Management will host a conference call to discuss the Company's financial results on November 5, 2020 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 http://investors.eprkc.com/webcasts. To access the call, audio only, dial (866) 587-2930 and when prompted, provide the passcode 1372156.

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

Quarterly Supplemental

The Company's supplemental information package for the third quarter and nine months ended September 30, 2020 is available in the Investor Center on the Company's website located at http://investors.eprkc.com/earnings-supplementals.

EPR Properties

Consolidated Statements of (Loss) Income

(Unaudited, dollars in thousands except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Rental revenue	$	55,591	$	150,962	$	288,165	$	438,257
Other income	182		11,464		8,171		17,534
Mortgage and other financing income	8,104		6,930		24,913		25,832
Total revenue	63,877		169,356		321,249		481,623
Property operating expense	13,759		14,494		42,181		44,642
Other expense	2,680		11,403		15,012		19,494
General and administrative expense	10,034		11,600		31,454		35,540
Severance expense	—		1,521		—		1,941
Costs associated with loan refinancing or payoff	—		38,269		820		38,269
Interest expense, net	41,744		36,667		114,837		107,088
Transaction costs	2,776		5,959		4,622		18,005
Credit loss expense	5,707		—		10,383		—
Impairment charges	11,561		—		62,825		—
Depreciation and amortization	42,059		41,644		128,319		116,436
(Loss) income before equity in (loss) income from joint ventures, other items and discontinued operations	(66,443)		7,799		(89,204)		100,208
Equity in (loss) income from joint ventures	(1,044)		(435)		(3,188)		524
Impairment charges on joint ventures	—		—		(3,247)		—
Gain on sale of real estate	—		845		242		457
(Loss) income before income taxes	(67,487)		8,209		(95,397)		101,189
Income tax (expense) benefit	(18,417)		600		(16,354)		2,505
(Loss) income from continuing operations	$	(85,904)	$	8,809	$	(111,751)	$	103,694
Discontinued operations:
Income from discontinued operations before other items	—		11,736		—		32,304
Gain on sale of real estate from discontinued operations	—		13,458		—		29,948
Income from discontinued operations	—		25,194		—		62,252
Net (loss) income	(85,904)		34,003		(111,751)		165,946
Preferred dividend requirements	(6,034)		(6,034)		(18,102)		(18,102)
Net (loss) income available to common shareholders of EPR Properties	$	(91,938)	$	27,969	$	(129,853)	$	147,844
Net (loss) income available to common shareholders of EPR Properties per share:
Continuing operations	$	(1.23)	$	0.04	$	(1.70)	$	1.12
Discontinued operations	—		0.32		—		0.82
Basic	$	(1.23)	$	0.36	$	(1.70)	$	1.94
Continuing operations	$	(1.23)	$	0.04	$	(1.70)	$	1.12
Discontinued operations	—		0.32		—		0.82
Diluted	$	(1.23)	$	0.36	$	(1.70)	$	1.94
Shares used for computation (in thousands):
Basic	74,613		77,632		76,456		76,169
Diluted	74,613		77,664		76,456		76,207

EPR Properties

Condensed Consolidated Balance Sheets

(Unaudited, dollars in thousands)

	September 30, 2020		December 31, 2019
Assets
Real estate investments, net of accumulated depreciation of $1,072,201 and $989,254 at September 30, 2020 and December 31, 2019, respectively	$	5,067,657	$	5,197,308
Land held for development	25,846		28,080
Property under development	44,103		36,756
Operating lease right-of-use assets	185,459		211,187
Mortgage notes and related accrued interest receivable	362,011		357,391
Investment in joint ventures	29,571		34,317
Cash and cash equivalents	985,372		528,763
Restricted cash	2,424		2,677
Accounts receivable	129,714		86,858
Other assets	75,053		94,174
Total assets	$	6,907,210	$	6,577,511
Liabilities and Equity
Accounts payable and accrued liabilities	$	95,429	$	122,939
Operating lease liabilities	225,379		235,650
Dividends payable	6,063		35,458
Unearned rents and interest	75,415		74,829
Debt	3,854,855		3,102,830
Total liabilities	4,257,141		3,571,706
Total equity	$	2,650,069	$	3,005,805
Total liabilities and equity	$	6,907,210	$	6,577,511

The historical financial results of the public charter schools sold by the Company in 2019 are reflected in the Company's consolidated statements of income as discontinued operations for the three and nine months ended September 30, 2019. The operating results relating to discontinued operations are as follows (unaudited, dollars in thousands):

	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Rental revenue	$	10,300	$	31,058
Mortgage and other financing income	5,206		12,421
Total revenue	15,506		43,479
Property operating expense	169		585
Costs associated with loan refinancing or payoff	138		138
Interest expense, net	(27)		(344)
Depreciation and amortization	3,490		10,796
Income from discontinued operations before other items	11,736		32,304
Gain on sale of real estate	13,458		29,948
Income from discontinued operations	$	25,194	$	62,252

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 costs associated with loan refinancing or payoff, transaction costs, severance expense, preferred share redemption costs, impairment of operating lease right-of-use assets, termination fees associated with tenants' exercises of public charter school buy-out options and credit loss expense and subtracting 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 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 a supplemental measure 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 nine months ended September 30, 2020 and 2019 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 September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
FFO:
Net (loss) income available to common shareholders of EPR Properties	$	(91,938)	$	27,969	$	(129,853)	$	147,844
Gain on sale of real estate	—		(14,303)		(242)		(30,405)
Impairment of real estate investments, net (1)	11,561		—		47,816		—
Real estate depreciation and amortization	41,791		44,863		127,467		126,475
Allocated share of joint venture depreciation	369		553		1,130		1,662
Impairment charges on joint ventures	—		—		3,247		—
FFO available to common shareholders of EPR Properties	$	(38,217)	$	59,082	$	49,565	$	245,576
FFO available to common shareholders of EPR Properties	$	(38,217)	$	59,082	$	49,565	$	245,576
Add: Preferred dividends for Series C preferred shares	—		—		—		5,817
Add: Preferred dividends for Series E preferred shares	—		—		—		5,817
Diluted FFO available to common shareholders of EPR Properties	$	(38,217)	$	59,082	$	49,565	$	257,210
	Three Months Ended September 30,				Nine Months Ended September 30,
---	---	---	---	---	---	---	---	---
	2020		2019		2020		2019
FFOAA:
FFO available to common shareholders of EPR Properties	$	(38,217)	$	59,082	49,565		$	245,576
Costs associated with loan refinancing or payoff	—		38,407		820		38,407
Transaction costs	2,776		5,959		4,622		18,005
Severance expense	—		1,521		—		1,941
Termination fees included in gain on sale	—		11,324		—		22,858
Impairment of operating lease right-of-use assets (1)	—		—		15,009		—
Credit loss expense	5,707		—		10,383		—
Deferred income tax expense (benefit)	18,035		(984)		15,246		(3,268)
FFOAA available to common shareholders of EPR Properties	$	(11,699)	$	115,309	$	95,645	$	323,519
FFOAA available to common shareholders of EPR Properties	$	(11,699)	$	115,309	$	95,645	$	323,519
Add: Preferred dividends for Series C preferred shares	—		1,939		—		5,817
Add: Preferred dividends for Series E preferred shares	—		1,939		—		5,817
Diluted FFOAA available to common shareholders of EPR Properties	$	(11,699)	$	119,187	$	95,645	$	335,153
AFFO:
FFOAA available to common shareholders of EPR Properties	$	(11,699)	$	115,309	$	95,645	$	323,519
Non-real estate depreciation and amortization	268		271		852		757
Deferred financing fees amortization	1,498		1,552		4,783		4,571
Share-based compensation expense to management and trustees	3,410		3,372		10,382		9,832
Amortization of above and below market leases, net and tenant allowances	(124)		(107)		(384)		(224)
Maintenance capital expenditures (2)	(8,911)		(2,370)		(11,130)		(3,177)
Straight-lined rental revenue	17,969		(4,399)		25,448		(10,036)
Straight-lined ground sublease expense	216		256		599		645
Non-cash portion of mortgage and other financing income	71		(237)		(117)		(2,320)
AFFO available to common shareholders of EPR Properties	$	2,698	$	113,647	$	126,078	$	323,567
AFFO available to common shareholders of EPR Properties	$	2,698	$	113,647	$	126,078	$	323,567
Add: Preferred dividends for Series C preferred shares	—		1,939		—		5,817
Add: Preferred dividends for Series E preferred shares	—		1,939		—		5,817
Diluted AFFO available to common shareholders of EPR Properties	$	2,698	$	117,525	$	126,078	$	335,201
FFO per common share:
Basic	$	(0.51)	$	0.76	$	0.65	$	3.22
Diluted	(0.51)		0.76		0.65		3.21
FFOAA per common share:
Basic	$	(0.16)	$	1.49	$	1.25	$	4.25
Diluted	(0.16)		1.46		1.25		4.19
AFFO per common share:
Basic	$	0.04	$	1.46	$	1.65	$	4.25
Diluted	0.04		1.44		1.65		4.19
Shares used for computation (in thousands):
Basic	74,613		77,632		76,456		76,169
Diluted	74,613		77,664		76,456		76,207
Weighted average shares outstanding-diluted EPS	74,613		77,664		76,456		76,207
Effect of dilutive Series C preferred shares	—		2,170		—		2,158
Effect of dilutive Series E preferred shares	—		1,634		—		1,628
Adjusted weighted average shares outstanding-diluted Series C and Series E	74,613		81,468		76,456		79,993
Other financial information:
Dividends per common share	$	—	$	1.1250	$	1.5150	$	3.3750

Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of income for all periods.

(1) Impairment charges recognized during the nine months ended September 30, 2020 totaled $62.8 million, which was comprised of $47.8 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.

(2) 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 per share for the nine months ended September 30, 2019 and FFOAA per share for the three and nine months ended September 30, 2019. 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 and FFOAA per share for these 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

Net Debt to Gross Assets 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 Net Debt to Gross Assets may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

EBITDAre

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

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

Adjusted EBITDA

The Company's method of calculating Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDA 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.

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

	September 30,
	2020			2019
Net Debt:
Debt	$	3,854,855		$	3,101,611
Deferred financing costs, net	35,140			38,384
Cash and cash equivalents	(985,372)			(115,839)
Net Debt	$	2,904,623		$	3,024,156
Gross Assets:
Total Assets	$	6,907,210		$	6,633,290
Accumulated depreciation	1,072,201			989,480
Cash and cash equivalents	(985,372)			(115,839)
Gross Assets	$	6,994,039		$	7,506,931
Net Debt to Gross Assets	42		%	40		%
	Three Months Ended September 30,
	2020			2019
EBITDAre and Adjusted EBITDA:
Net (loss) income	$	(85,904)		$	34,003
Interest expense, net	41,744			36,640
Income tax expense (benefit)	18,417			(600)
Depreciation and amortization	42,059			45,134
Gain on sale of real estate	—			(14,303)
Impairment of real estate investments, net	11,561			—
Costs associated with loan refinancing or payoff	—			38,407
Allocated share of joint venture depreciation	369			553
Allocated share of joint venture interest expense	741			739
EBITDAre	$	28,987		$	140,573
Severance expense	—			1,521
Transaction costs	2,776			5,959
Credit loss expense	5,707			—
Accounts receivable write-offs from prior periods (1)	13,533			—
Straight-line receivable write-offs from prior periods (1)	19,927			—
Prepayment fees	—			(1,760)
Adjusted EBITDA	$	70,930		$	146,293
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income and comprehensive (loss) income.
(1) Included in rental revenue from continuing operations in the accompanying consolidated statements of income. Rental revenue includes the following:
	Three Months Ended September 30,
	2020			2019
Minimum rent	$	83,230		$	139,844
Accounts receivable write-offs from prior periods	(13,533)			—
Tenant reimbursements	2,413			5,129
Percentage rent	1,303			3,032
Straight-line rental revenue	1,958			2,866
Straight-line receivable write-offs from prior periods	(19,927)			—
Other rental revenue	147			91
Rental revenue	$	55,591		$	150,962

Total Investments

Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total investments to total assets (computed in accordance with GAAP) is included in the following table (unaudited, in thousands):

	September 30, 2020		December 31, 2019
Total Investments:
Real estate investments, net of accumulated depreciation	$	5,067,657	$	5,197,308
Add back accumulated depreciation on real estate investments	1,072,201		989,254
Land held for development	25,846		28,080
Property under development	44,103		36,756
Mortgage notes and related accrued interest receivable	362,011		357,391
Investment in joint ventures	29,571		34,317
Intangible assets, gross (1)	58,402		57,385
Notes receivable and related accrued interest receivable, net (1)	7,373		14,026
Total investments	$	6,667,164	$	6,714,517
Total investments	$	6,667,164	$	6,714,517
Operating lease right-of-use assets	185,459		211,187
Cash and cash equivalents	985,372		528,763
Restricted cash	2,424		2,677
Accounts receivable	129,714		86,858
Less: accumulated depreciation on real estate investments	(1,072,201)		(989,254)
Less: accumulated amortization on intangible assets	(15,385)		(12,693)
Prepaid expenses and other current assets	24,663		35,456
Total assets	$	6,907,210	$	6,577,511
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
	September 30, 2020		December 31, 2019
Intangible assets, gross	$	58,402	$	57,385
Less: accumulated amortization on intangible assets	(15,385)		(12,693)
Notes receivable and related accrued interest receivable, net	7,373		14,026
Prepaid expenses and other current assets	24,663		35,456
Total other assets	$	75,053	$	94,174

About EPR Properties

EPR Properties is a leading experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have nearly $6.7 billion in total investments 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 the uncertain financial impact of COVID-19, our capital resources and liquidity, expected waivers of financial covenants related to our private placement notes, expected liquidity and performance of our customers, including AMC and Regal, our expected revenue and customer deferral agreements, our expected dividend payments and share repurchases and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with other applicable covenants under its debt agreements, which could materially impact actual performance. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission ("SEC") on May 11, 2020.

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, 888-EPR-REIT

www.eprkc.com

q32020earningscall

Third Quarter 2020 Earnings Call November 5, 2020

DISCLAIMER With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to the uncertain financial impact of COVID-19, our capital resources and liquidity, expected dividend payments, expected liquidity and performance of our customers, including AMC and Regal, future expenditures for development projects and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue paying dividends at expected levels, or at all, or continue to comply with applicable covenants under its debt agreements, which could materially impact actual performance. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission ("SEC") on May 11, 2020. 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. 2

INTRODUCTORY COMMENTS This information is as of the date indicated and, to our knowledge, was timely and accurate when presented. We are under no obligation to update or remove outdated information other than as required by applicable law or regulation. 3

PORTFOLIO UPDATE 4

PORTFOLIO OVERVIEW Total Portfolio Snapshot Experiential Portfolio $6.7B Total Investments* 284 Properties; 44 Operators Occupancy at 96.7% Occupancy at 96.4% 369 Properties $6B Total Investments Q3 Investment Spending $8.7M 3 Properties under Development Education Portfolio 85 Properties; 15 Operators Occupancy at 100% * See investor supplemental for the applicable period for definitions and calculations of this Non-GAAP measure 5

PORTFOLIO REOPENING Theatres 2020 Reopening – 63% of theatres are open as of Nov. 3 • Openings significantly impacted by state/local restrictions • Dearth of content limits potential to create consumer demand 2021 – Strong line-up of films pushed from 2020 and those already slated • Optimistic that the industry regains momentum Exhibition Industry – there is no evidence of structural changes in movie-going habits due to pandemic • Studios are pushing major titles to 2021 and 2022 • Not releasing to PVOD as theatrical exhibition is preferred distribution 6

PORTFOLIO REOPENING Other Experiential and Education Reopening – 93% of non-theatre properties are open 7

COLLECTIONS AND DEFERRAL AGREEMENTS Collections Ramping Up • July, August and September collections were approximately 35%, 40% and 48% of contractual cash revenue • Q3 collections were 41% compared to Q2 at 24% • October collections were 43% • Q4 collections are expected to exceed Q3 collections Deferral Agreements Scope • 19 of Top 20 tenants are paying or have executed deferral agreements • Reached resolution with 90% of annualized pre-COVID contractual cash rent and interest payments Key Features • Agreements structured to ramp up through 2020 and beyond; vast majority provide repayment of all deferred rent • Where rent concessions were provided, we received greater or equal value through additional lease term, additional collateral, or other benefits 8

FINANCIAL REVIEW 9

FINANCIAL HIGHLIGHTS Financial Performance* Quarter ended September 30, $ % 2020(1) 2019(2) Change Change Total Revenue (Continuing Ops) $63.9 $169.4 ($105.5) (62%) Net Income - Common (91.9) 28.0 (119.9) (428%) FFO as adj. – Common* (11.7) 115.3 (127.0) (110%) AFFO – Common* 2.7 113.6 (110.9) (98%) Net Income/share – Common (1.23) 0.36 (1.59) (442%) FFO/share - Common, as adj.* (0.16) 1.46 (1.62) (111%) AFFO/share - Common* 0.04 1.44 (1.40) (97%) (In millions except per-share data) (1) The operating results for the three months ended September 30, 2020, include $49.8 million of straight-line and other receivable write-offs, or $0.67 per share, related to moving two customers to a cash basis of accounting for revenue recognition purposes at the end of the third quarter. These write- offs are reflected in all metrics in these columns except that AFFO – Common and AFFO/share - Common for the three months ended September 30, 2020 excludes the impact of the straight-line portion of these write-offs of $24.9 million. (2) The operating results of the Company's public charter school portfolio for the three months ended September 30, 2019, include $11.3 million in termination fees, and are included in all metrics in this column except for total revenue from continuing operations. The remaining public charter school portfolio was sold subsequent to this period. * See investor supplementals for the applicable periods for definitions and calculations of these non-GAAP measures 10

COVID-19 IMPACTS ON Q3 RESULTS For the quarter ended September 30, 2020 $ Per (in millions) Share FFOAA* before placing Regal (Cineworld) and one $38.1 $.51 Attraction tenant on cash basis Impact of cash basis entries: Rental revenue and interest income write-off (26.0) (.35) Straight-line rent receivable write-off (23.8) (.32) Total impact of write-offs (49.8) (.67) FFOAA* after cash basis entries (as reported) ($11.7) ($.16) Other charges impacting Q3 excluded from FFOAA* : • Impairment charges of $11.6M related to two Eat & Play properties • Credit loss expense of $5.9M related to note receivable • Valuation allowance on deferred tax asset of $18.0M * See Supplemental Operating and Financial Data for the applicable periods for definitions and calculations of these non-GAAP measures. 11

DEFERRAL INFORMATION Classification of Customers and Deferral Information ($ in millions) Annualized Revenue1 No Payment Deferral $ 107 17% Payments Deferred and Recognized as Revenue During 233 37% Deferral Period Payments Deferred But Not Recognized as Revenue 29 5% During Deferral Period Cash Basis/Lease Restructurings2 245 39% New Vacancies 10 2% Total $ 624 100% (1) Represents annualized pre-COVID contractual revenue which includes cash rent (including tenant reimbursements) and interest payments. (2) Includes leases for tenants accounted for on a cash basis and/or leases for tenants that have been or are expected to be restructured. This category includes AMC and Regal. n/a (3) 12

CAPITAL MARKETS UPDATE Net Debt to Gross Assets was 42% at 9/30/20 • $3.9B total debt; $3.1B fixed rate or fixed through int. rate swaps at wtd. avg. = 4.5% • $750M drawn on $1B revolver • Weighted average debt maturity ~5 years; No scheduled debt maturities until revolver matures in 2022 • On 11/3/20, further amended Bank Credit Facilities to extend certain covenant waivers through December 2021 Liquidity Position • ~$1.0B unrestricted cash; Q3 had minimal cash burn Bank Credit Facilities and Private Placement Notes • Moody’s downgraded to Baa3 during Q3; Subsequent to 9/30/20, S&P and Fitch downgraded to BB+ Amount Outstanding Current Rates - Rates After Covenant at 9/30/2020 Covenant Relief Period Relief Period Revolving Credit Facility $750M LIBOR + 1.625%(1) LIBOR + 1.20%(1) Revolving Credit Facility Fee 0.375% 0.25%(1) Term Loan Facility $400M LIBOR + 2.00%(1) LIBOR + 1.35%(1) Private Placement Notes due 2024 $148M 5.60% 4.35% Private Placement Notes due 2026 $192M 5.81% 4.56% (1) Based on unsecured debt ratings as of 11/4/20; subject to change based on changes to these ratings. LIBOR rate on the term loan facility has been fixed with interest rate swaps. 13

EXPECTED REVENUE RECOGNITION AND COLLECTIONS Q4 Full Year 2020 2020 % of pre-COVID contractual cash 53% - 63% 67% - 70% revenue to be recognized % of pre-COVID contractual cash 40% - 50% 50% - 53% revenue to be collected 14

CLOSING COMMENTS 15

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

Document

Exhibit 99.3

Supplemental Operating and Financial Data
Third Quarter and Nine Months Ended September 30, 2020
TABLE OF CONTENTS
---	---
SECTION	PAGE
Company Profile	4
Investor Information	5
Selected Financial Information	6
Selected Balance Sheet Information	7
Selected Operating Data	8
Funds From Operations and Funds From Operations as Adjusted	9
Adjusted Funds From Operations	10
Capital Structure	11
Summary of Ratios	16
Summary of Mortgage Notes Receivable	17
Investment Spending and Disposition Summaries	18
Property Under Development - Investment Spending Estimates	19
Lease Expirations	20
Top Ten Customers by Total Revenue	21
Definitions-Non-GAAP Financial Measures	22
Appendix-Reconciliation of Certain Non-GAAP Financial Measures	25
Q3 2020 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 the uncertain financial impact of COVID-19, expected waivers of financial covenants related to our private placement notes, our capital resources and liquidity, expected dividend payments, expected liquidity and performance of our customers, including AMC and Regal, our expected revenue and customer deferral agreements, future expenditures for development projects and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue paying dividends at expected levels, or at all, or continue to comply with applicable covenants under its debt agreements, which could materially impact actual performance. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. While references to commitments for investment spending are based on present commitments and agreements of the Company, we cannot provide assurance that these transactions will be completed on satisfactory terms. 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission ("SEC") on May 11, 2020.

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 22 through 24 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 25 through 29.

Q3 2020 Supplemental	Page 3
COMPANY PROFILE
---		THE COMPANY		COMPANY STRATEGY
---	---	---
EPR Properties ("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.		EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
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.		Our strategic growth is focused on acquiring or developing 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. These are properties which make up the social infrastructure of society.
	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.
	As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:			BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
---		Q3 2020 Supplemental	Page 4
---	---
INVESTOR INFORMATION
---	---
SENIOR MANAGEMENT
Greg Silvers	Mark Peterson
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer
Craig Evans	Greg Zimmerman
Executive Vice President, General Counsel and Secretary	Executive Vice President and Chief Investment Officer
Tonya Mater	Mike Hirons
Senior Vice President and Chief Accounting Officer	Senior Vice President - Asset Management		COMPANY INFORMATION
---	---
CORPORATE HEADQUARTERS	TRADING SYMBOLS
909 Walnut Street, Suite 200	Common Stock:
Kansas City, MO 64106	EPR
888-EPR-REIT	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	Michael Bilerman/Nick Joseph	212-816-4471
Janney Montgomery Scott	Rob Stevenson	646-840-3217
J.P. Morgan	Anthony Paolone/Nikita Bely	212-622-6682
Kansas City Capital Associates	Jonathan Braatz	816-932-8019
Keybanc Capital Markets	Jordan Sadler/Todd Thomas	917-368-2286
Ladenburg Thalmann	John Massocca	212-409-2056
Raymond James & Associates	RJ Milligan	727-567-2585
RBC Capital Markets	Michael Carroll	440-715-2649
Stifel	Simon Yarmak	443-224-1345
SunTrust Robinson Humphrey	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.

Q3 2020 Supplemental	Page 5
SELECTED FINANCIAL INFORMATION
---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
Operating Information:	2020			2019			2020		2019
Revenue (1)	$	63,877		$	169,356		$	321,249	$	481,623
Net (loss) income available to common shareholders of EPR Properties	(91,938)			27,969			(129,853)		147,844
EBITDAre (2)	28,987			140,573			202,742		409,703
Adjusted EBITDA (2)	70,930			146,293			278,748		426,990
Interest expense, net (1)	41,744			36,640			114,837		106,744
Capitalized interest	325			386			829		5,053
Straight-lined rental revenue	(17,969)			4,399			(25,448)		10,036
Dividends declared on preferred shares	6,034			6,034			18,102		18,102
Dividends declared on common shares	—			87,507			119,058		257,947
General and administrative expense	10,034			11,600			31,454		35,540
	SEPTEMBER 30,
Balance Sheet Information:	2020			2019
Total assets	$	6,907,210		$	6,633,290
Accumulated depreciation	1,072,201			989,480
Cash and cash equivalents	985,372			115,839
Total assets before accumulated depreciation less cash and cash equivalents (gross assets)	6,994,039			7,506,931
Debt	3,854,855			3,101,611
Deferred financing costs, net	35,140			38,384
Net debt (2)	2,904,623			3,024,156
Equity	2,650,069			3,040,799
Common shares outstanding	74,613			78,240
Total market capitalization (using EOP closing price)	5,327,528			9,408,682
Net debt/gross assets	42		%	40		%
Net debt/Adjusted EBITDA ratio (3)	Footnote 6			5.2
Adjusted net debt/Annualized adjusted EBITDA ratio (2)(4)(5)	Footnote 6			5.2
(1) Excludes discontinued operations.
(2) See pages 22 through 24 for definitions. See calculation as applicable on page 28.
(3) Adjusted EBITDA in this calculation is for the quarter multiplied times four. See pages 22 through 24 for definitions. See calculation on page 28.
(4) Adjusted net debt is net debt less 40% times property under development. See pages 22 through 24 for definitions.
(5) Annualized adjusted EBITDA is adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 28 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 22 through 24 for definitions.
(6) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.												Q3 2020 Supplemental	Page 6
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SELECTED BALANCE SHEET INFORMATION
---	---	---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS	3RD QUARTER 2020		2ND QUARTER 2020		1ST QUARTER 2020		4TH QUARTER 2019		3ND QUARTER 2019		2ND QUARTER 2019
Real estate investments	$	6,139,858	$	6,144,830	$	6,208,685	$	6,186,562	$	6,558,790	$	6,553,052
Less: accumulated depreciation	(1,072,201)		(1,034,771)		(1,023,993)		(989,254)		(989,480)		(954,806)
Land held for development	25,846		26,244		28,080		28,080		28,080		28,080
Property under development	44,103		39,039		30,063		36,756		31,825		80,695
Operating lease right-of-use assets	185,459		189,058		207,605		211,187		219,459		220,758
Mortgage notes and related accrued interest receivable	362,011		357,668		356,666		357,391		413,695		550,131
Investment in direct financing leases, net	—		—		—		—		20,727		20,675
Investment in joint ventures	29,571		28,925		33,897		34,317		35,222		35,658
Cash and cash equivalents	985,372		1,006,981		1,225,122		528,763		115,839		6,927
Restricted cash	2,424		2,615		4,583		2,677		5,929		5,010
Accounts receivable	129,714		134,774		72,537		86,858		99,190		108,433
Other assets	75,053		107,615		112,095		94,174		94,014		92,042
Total assets	$	6,907,210	$	7,002,978	$	7,255,340	$	6,577,511	$	6,633,290	$	6,746,655
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities	$	95,429	$	96,454	$	112,167	$	122,939	$	121,351	$	126,015
Operating lease liabilities	225,379		229,030		232,343		235,650		244,358		245,372
Common dividends payable	29		19		30,063		29,424		29,340		29,084
Preferred dividends payable	6,034		6,034		6,034		6,034		6,034		6,034
Unearned rents and interest	75,415		81,096		84,190		74,829		89,797		78,629
Line of credit	750,000		750,000		750,000		—		—		240,000
Deferred financing costs, net	(35,140)		(35,907)		(35,933)		(37,165)		(38,384)		(31,957)
Other debt	3,139,995		3,139,995		3,139,995		3,139,995		3,139,995		3,008,580
Total liabilities	4,257,141		4,266,721		4,318,859		3,571,706		3,592,491		3,701,757
Equity:
Common stock and additional paid-in-capital	3,853,581		3,849,803		3,845,911		3,835,674		3,815,278		3,759,032
Preferred stock at par value	148		148		148		148		148		148
Treasury stock	(260,594)		(260,351)		(154,357)		(147,435)		(147,435)		(147,143)
Accumulated other comprehensive (loss) income	(2,106)		(4,331)		(5,289)		7,275		4,659		5,174
Distributions in excess of net income	(940,960)		(849,012)		(749,932)		(689,857)		(631,851)		(572,313)
Total equity	2,650,069		2,736,257		2,936,481		3,005,805		3,040,799		3,044,898
Total liabilities and equity	$	6,907,210	$	7,002,978	$	7,255,340	$	6,577,511	$	6,633,290	$	6,746,655		Q3 2020 Supplemental	Page 7
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SELECTED OPERATING DATA
---	---	---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
	3RD QUARTER 2020		2ND QUARTER 2020		1ST QUARTER 2020		4TH QUARTER 2019		3RD QUARTER 2019		2ND QUARTER 2019
Rental revenue	$	55,591	$	97,531	$	135,043	$	154,765	$	150,962	$	147,003
Other income	182		416		7,573		8,386		11,464		5,726
Mortgage and other financing income	8,104		8,413		8,396		7,195		6,930		9,011
Total revenue	63,877		106,360		151,012		170,346		169,356		161,740
Property operating expense	13,759		15,329		13,093		16,097		14,494		14,597
Other expense	2,680		2,798		9,534		10,173		11,403		8,091
General and administrative expense	10,034		10,432		10,988		10,831		11,600		12,230
Severance expense	—		—		—		423		1,521		—
Costs associated with loan refinancing or payoff	—		820		—		—		38,269		—
Interest expense, net	41,744		38,340		34,753		34,914		36,667		36,458
Transaction costs	2,776		771		1,075		5,784		5,959		6,923
Credit loss expense	5,707		3,484		1,192		—		—		—
Impairment charges	11,561		51,264		—		2,206		—		—
Depreciation and amortization	42,059		42,450		43,810		42,398		41,644		38,790
(Loss) income before equity in (loss) income from joint ventures, other items and discontinued operations	(66,443)		(59,328)		36,567		47,520		7,799		44,651
Equity in (loss) income from joint ventures	(1,044)		(1,724)		(420)		(905)		(435)		470
Impairment charges on joint ventures	—		(3,247)		—		—		—		—
Gain on sale of real estate	—		22		220		3,717		845		—
Income tax (expense) benefit	(18,417)		1,312		751		530		600		1,300
(Loss) income from continuing operations	(85,904)		(62,965)		37,118		50,862		8,809		46,421
Discontinued operations:
Income from discontinued operations before other items	—		—		—		4,937		11,736		10,399
Impairment on public charter school portfolio sale	—		—		—		(21,433)		—		—
Gain on sale of real estate from discontinued operations	—		—		—		1,931		13,458		9,774
(Loss) income from discontinued operations	—		—		—		(14,565)		25,194		20,173
Net (loss) income	(85,904)		(62,965)		37,118		36,297		34,003		66,594
Preferred dividend requirements	(6,034)		(6,034)		(6,034)		(6,034)		(6,034)		(6,034)
Net (loss) income available to common shareholders of EPR Properties	$	(91,938)	$	(68,999)	$	31,084	$	30,263	$	27,969	$	60,560		Q3 2020 Supplemental	Page 8
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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 2020		1ST QUARTER 2020		4TH QUARTER 2019		3RD QUARTER 2019		2ND QUARTER 2019
Net (loss) income available to common shareholders of EPR Properties	(91,938)	$	(68,999)	$	31,084	$	30,263	$	27,969	$	60,560
Gain on sale of real estate		(22)		(220)		(5,648)		(14,303)		(9,774)
Impairment of real estate investments, net (2)		36,255		—		23,639		—		—
Real estate depreciation and amortization		42,151		43,525		44,242		44,863		42,098
Allocated share of joint venture depreciation		378		383		551		553		554
Impairment charges on joint ventures		3,247		—		—		—		—
FFO available to common shareholders of EPR Properties	(38,217)	$	13,010	$	74,772	$	93,047	$	59,082	$	93,438
FFO available to common shareholders of EPR Properties	(38,217)	$	13,010	$	74,772	$	93,047	$	59,082	$	93,438
Add: Preferred dividends for Series C preferred shares		—		1,939		1,937		—		1,939
Add: Preferred dividends for Series E preferred shares		—		1,939		1,939		—		1,939
Diluted FFO available to common shareholders of EPR Properties	(38,217)	$	13,010	$	78,650	$	96,923	$	59,082	$	97,316
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties	(38,217)	$	13,010	$	74,772	$	93,047	$	59,082	$	93,438
Costs associated with loan refinancing or payoff		820		—		43		38,407		—
Transaction costs		771		1,075		5,784		5,959		6,923
Severance expense		—		—		423		1,521		—
Termination fee included in gain on sale		—		—		1,217		11,324		6,533
Impairment of operating lease right-of-use assets (2)		15,009		—		—		—		—
Credit loss expense		3,484		1,192		—		—		—
Deferred income tax expense (benefit)		(1,676)		(1,113)		(847)		(984)		(1,675)
FFO as adjusted available to common shareholders of EPR Properties	(11,699)	$	31,418	$	75,926	$	99,667	$	115,309	$	105,219
FFO as adjusted available to common shareholders of EPR Properties	(11,699)	$	31,418	$	75,926	$	99,667	$	115,309	$	105,219
Add: Preferred dividends for Series C preferred shares		—		1,939		1,937		1,939		1,939
Add: Preferred dividends for Series E preferred shares		—		1,939		1,939		1,939		1,939
Diluted FFO as adjusted available to common shareholders of EPR Properties	(11,699)	$	31,418	$	79,804	$	103,543	$	119,187	$	109,097
FFO per common share:
Basic	(0.51)	$	0.17	$	0.95	$	1.19	$	0.76	$	1.23
Diluted		0.17		0.95		1.18		0.76		1.22
FFO as adjusted per common share:
Basic	(0.16)	$	0.41	$	0.97	$	1.27	$	1.49	$	1.38
Diluted		0.41		0.97		1.26		1.46		1.36
Shares used for computation (in thousands):
Basic		76,310		78,467		78,456		77,632		76,164
Diluted		76,310		78,476		78,485		77,664		76,199
Effect of dilutive Series C preferred shares		—		2,232		2,184		2,170		2,158
Effect of dilutive Series E preferred shares		—		1,664		1,640		1,634		1,628
Adjusted weighted-average shares outstanding-diluted Series C and Series E		76,310		82,372		82,309		81,468		79,985
(1) See pages 22 through 24 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled 51.3 million, which was comprised of 36.3 million of impairments of real estate investments and 15.0 million of impairments of operating lease right-of-use assets.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

All values are in US Dollars.

Q3 2020 Supplemental	Page 9
ADJUSTED FUNDS FROM OPERATIONS
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1):			2ND QUARTER 2020			1ST QUARTER 2020			4TH QUARTER 2019			3RD QUARTER 2019			2ND QUARTER 2019
FFO available to common shareholders of EPR Properties	(38,217)		$	13,010		$	74,772		$	93,047		$	59,082		$	93,438
Adjustments:
Costs associated with loan refinancing or payoff			820			—			43			38,407			—
Transaction costs			771			1,075			5,784			5,959			6,923
Impairment of operating lease right-of-use assets (2)			15,009			—			—			—			—
Credit loss expense			3,484			1,192			—			—			—
Severance expense			—			—			423			1,521			—
Termination fees included in gain on sale			—			—			1,217			11,324			6,533
Deferred income tax expense (benefit)			(1,676)			(1,113)			(847)			(984)			(1,675)
Non-real estate depreciation and amortization			299			285			288			271			257
Deferred financing fees amortization			1,651			1,634			1,621			1,552			1,517
Share-based compensation expense to management and trustees			3,463			3,509			3,349			3,372			3,283
Amortization of above/below market leases, net and tenant allowances			(108)			(152)			(119)			(107)			(58)
Maintenance capital expenditures (3)			(1,291)			(928)			(2,276)			(2,370)			(510)
Straight-lined rental revenue			(2,229)			9,708			(3,516)			(4,399)			(3,223)
Straight-lined ground sublease expense			207			176			237			256			205
Non-cash portion of mortgage and other financing income			(97)			(91)			(91)			(237)			(1,069)
AFFO available to common shareholders of EPR Properties	2,698		$	33,313		$	90,067		$	99,160		$	113,647		$	105,621
AFFO available to common shareholders of EPR Properties	2,698		$	33,313		$	90,067		$	99,160		$	113,647		$	105,621
Add: Preferred dividends for Series C preferred shares			—			1,939			1,937			1,939			1,939
Add: Preferred dividends for Series E preferred shares			—			1,939			1,939			1,939			1,939
Diluted AFFO available to common shareholders of EPR Properties	2,698		$	33,313		$	93,945		$	103,036		$	117,525		$	109,499
Weighted average diluted shares outstanding (in thousands)			76,310			78,476			78,485			77,664			76,199
Effect of dilutive Series C preferred shares			—			2,232			2,184			2,170			2,158
Effect of dilutive Series E preferred shares			—			1,664			1,640			1,634			1,628
Adjusted weighted-average shares outstanding-diluted			76,310			82,372			82,309			81,468			79,985
AFFO per diluted common share	0.04		$	0.44		$	1.14		$	1.25		$	1.44		$	1.37
Dividends declared per common share	—		$	0.3825		$	1.1325		$	1.1250		$	1.1250		$	1.1250
AFFO payout ratio (4)		%	87		%	99		%	90		%	78		%	82		%
(1) See pages 22 through 24 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled 51.3 million, which was comprised of 36.3 million of impairments of real estate investments and 15.0 million of impairments of operating lease right-of-use assets.
(3) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(4) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

All values are in US Dollars.

Q3 2020 Supplemental	Page 10
CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2020
---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
	UNSECURED CREDIT FACILITY (3)	UNSECURED SENIOR NOTES			TOTAL		WEIGHTED AVG INTEREST RATE
YEAR
2020		$	—		$	—	—%
2021	—	—			—		—%
2022	750,000	—			750,000		2.50%
2023	—	275,000			675,000		4.56%
2024	—	148,000			148,000		5.00%
2025	—	300,000			300,000		4.50%
2026	—	642,000			642,000		4.89%
2027	—	450,000			450,000		4.50%
2028	—	400,000			400,000		4.95%
2029	—	500,000			500,000		3.75%
2030	—	—			—		—%
Thereafter	—	—			24,995		1.39%
Less: deferred financing costs, net	—	—			(35,140)		—%
		$	2,715,000		$	3,854,855	4.14%
	BALANCE	WEIGHTED AVG INTEREST RATE			WEIGHTED AVG MATURITY
Fixed rate unsecured debt (1)		4.55		%	5.79
Fixed rate secured debt (2)	24,995	1.39		%	26.84
Variable rate unsecured debt	750,000	2.50		%	1.41
Less: deferred financing costs, net	(35,140)	—		%	—
Total		4.14		%	5.08
(1) Includes 400 million of term loan that has been fixed through interest rate swaps through February 7, 2022.
(2) Includes 25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024.
(3) Unsecured Revolving Credit Facility Summary:
	BALANCE				RATE
	AT 9/30/2020	MATURITY			AT 9/30/2020
	750,000	February 27, 2022			2.50%

All values are in US Dollars.

Q3 2020 Supplemental	Page 11
CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019
---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT:	September 30, 2020		December 31, 2019
Unsecured revolving variable rate credit facility, LIBOR + 1.625% at September 30, 2020, due February 27, 2022 (1)(2)(3)	$	750,000	$	—
Unsecured term loan payable, LIBOR + 2.00% at September 30, 2020 with $350,000 fixed at 4.05% and $50,000 fixed at 4.25%, due February 27, 2023 (1)(2)	400,000		400,000
Senior unsecured notes payable, 5.25%, due July 15, 2023	275,000		275,000
Senior unsecured notes payable, 5.00% at September 30, 2020, due August 22, 2024 (1)	148,000		148,000
Senior unsecured notes payable, 4.50%, due April 1, 2025	300,000		300,000
Senior unsecured notes payable, 5.21% at September 30, 2020, due August 22, 2026 (1)	192,000		192,000
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
Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 2047	24,995		24,995
Less: deferred financing costs, net	(35,140)		(37,165)
Total debt	$	3,854,855	$	3,102,830

(1) On June 29, 2020, the Company amended its Consolidated Credit Agreement and its Note Purchase Agreement governing its private placement notes. The amendments modified certain provisions and waived certain covenants of the revolving credit and term loan facilities and the private placement notes in light of the continuing financial and operational impacts of the COVID-19 pandemic on the Company and its tenants and borrowers. On November 3, 2020, the Company further amended the Consolidated Credit Agreement to extend the waivers through December 2021. The Company can elect to terminate the covenant relief period early, subject to certain conditions. The Company is currently in process of obtaining a similar extension of the waiver of certain covenants related to its $340.0 million of private placement notes. Interest rates are higher during the covenant relief period and return to pre-waiver levels after the covenant relief period, with all such rates subject to the Company's unsecured debt ratings.

(2) The unsecured revolving credit facility and unsecured term loan have a LIBOR floor of 0.50% during the covenant relief period and a LIBOR floor of zero thereafter.

(3) The unsecured revolving credit facility is subject to a facility fee of 0.375% during the covenant relief period and returns to pre-waiver levels after the covenant relief period subject to changes in the Company's unsecured debt ratings.

Q3 2020 Supplemental	Page 12
CAPITAL STRUCTURE
---	---	---	---
SENIOR NOTES
SENIOR DEBT RATINGS AS OF NOVEMBER 4, 2020
Moody's	Baa3 (negative)
Fitch	BB+ (negative)
Standard and Poor's	BB+ (negative)
SUMMARY OF COVENANTS
The Company has outstanding public senior unsecured notes with fixed interest rates of 3.75%, 4.50%, 4.75%, 4.95% and 5.25%. 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 3.75%, 4.50%, 4.75%, 4.95% and 5.25% 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 September 30, 2020 and June 30, 2020 are:
		Actual	Actual
NOTE COVENANTS	Required	3rd Quarter 2020 (1)	2nd Quarter 2020 (1)
Limitation on incurrence of total debt (Total Debt/Total Assets)	≤ 60%	49%	49%
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	2.7x	3.4x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)	≥ 150% of unsecured debt	193%	192%
(1) See page 14 for details of calculations.
Q3 2020 Supplemental	Page 13
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CAPITAL STRUCTURE
---	---	---	---	---	---	---	---	---
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS:	September 30, 2020				TOTAL DEBT:				September 30, 2020
Total Assets per balance sheet	$	6,907,210			Secured debt obligations				$	24,995
Add: accumulated depreciation	1,072,201				Unsecured debt obligations:
Less: intangible assets, net	(43,017)				Unsecured debt				3,865,000
Total Assets	$	7,936,394			Outstanding letters of credit				—
					Guarantees				—
TOTAL UNENCUMBERED ASSETS:	September 30, 2020				Derivatives at fair market value, net, if liability				7,759
Unencumbered real estate assets, gross	$	6,422,790			Total unsecured debt obligations:				3,872,759
Cash and cash equivalents	985,372				Total Debt				$	3,897,754
Land held for development	25,846
Property under development	44,103
Total Unencumbered Assets	$	7,478,111
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE:	3RD QUARTER 2020		2ND QUARTER 2020		1ST QUARTER 2020		4TH QUARTER 2019		TRAILING TWELVE MONTHS
Adjusted EBITDA	$	70,930	$	77,191	$	130,627	$	140,731	$	419,479
Accounts receivable write-offs from prior periods (1)	—		(13,533)		—		—		(13,533)
Less: straight-line revenue, net, included in adjusted EBITDA	(1,958)		(2,229)		(2,824)		(3,516)		(10,527)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE	$	68,972	$	61,429	$	127,803	$	137,215	$	395,419
ANNUAL DEBT SERVICE:
Interest expense, gross	$	42,312	$	39,281	$	36,794	$	36,442	$	154,829
Less: deferred financing fees amortization	(1,498)		(1,651)		(1,634)		(1,621)		(6,404)
ANNUAL DEBT SERVICE	$	40,814	$	37,630	$	35,160	$	34,821	$	148,425
DEBT SERVICE COVERAGE	1.7		1.6		3.6		3.9		2.7
(1) For purposes of the bond calculation of Consolidated Income Available for Debt Service, the portion of the accounts receivable write-off that was recognized in third quarter of 2020 was reclassified to the second quarter of 2020 to reflect the period it was recognized originally as revenue.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.										Q3 2020 Supplemental	Page 14
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CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2020
---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITY	SHARES OUTSTANDING	PRICE PER SHARE AT SEPTEMBER 30, 2020	LIQUIDIATION PREFERENCE	DIVIDEND RATE	CONVERTIBLE	CONVERSION RATIO AT SEPTEMBER 30, 2020	CONVERSION PRICE AT SEPTEMBER 30, 2020
Common shares	74,613,428	$27.50	N/A	(1)	N/A	N/A	N/A
Series C	5,394,050	$19.79	$134,851	5.750%	Y	0.4137	$60.43
Series E	3,447,381	$29.26	$86,185	9.000%	Y	0.4826	$51.80
Series G	6,000,000	$19.01	$150,000	5.750%	N	N/A	N/A
(1) The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
Q3 2020 Supplemental	Page 15
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SUMMARY OF RATIOS
---	---	---	---	---	---	---
(UNAUDITED)
	3RD QUARTER 2020	2ND QUARTER 2020	1ST QUARTER 2020	4TH QUARTER 2019	3RD QUARTER 2019	2ND QUARTER 2019
Net debt to gross assets	42%	41%	38%	35%	40%	42%
Net debt/Adjusted EBITDA ratio (1)(2)	Footnote 9	Footnote 9	5.1	4.7	5.2	5.8
Adjusted net debt/Annualized adjusted EBITDA ratio (3)(4)	Footnote 9	Footnote 9	4.9	4.8	5.2	5.5
Interest coverage ratio (5)	Footnote 9	Footnote 9	3.6	3.8	3.8	3.7
Fixed charge coverage ratio (5)	Footnote 9	Footnote 9	3.1	3.3	3.3	3.2
Debt service coverage ratio (5)	Footnote 9	Footnote 9	3.6	3.8	3.8	3.7
FFO payout ratio (6)	—%	225%	119%	95%	148%	92%
FFO as adjusted payout ratio (7)	—%	93%	117%	89%	77%	83%
AFFO payout ratio (8)	—%	87%	99%	90%	78%	82%
(1) See pages 22 through 24 for definitions.
(2) Adjusted EBITDA is for the quarter multiplied times four. See calculation on page 28.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 22 through 24 for definitions.
(4) Annualized adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 28 under the reconciliation of Adjusted EBITDA and Annualized Adjusted EBITDA. See pages 22 through 24 for definitions.
(5) See page 26 for detailed calculation.
(6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(9) Not presented as ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.								Q3 2020 Supplemental	Page 16
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SUMMARY OF MORTGAGE NOTES RECEIVABLE
---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
					CARRYING AMOUNT AS OF (2)
DESCRIPTION	INTEREST RATE	PAYOFF DATE/MATURITY DATE	OUTSTANDING PRINCIPAL AMOUNT OF MORTGAGE		SEPTEMBER 30, 2020		DECEMBER 31, 2019 (1)
Attraction property Powells Point, North Carolina	7.75%	6/30/2025	$	27,423	$	27,631	$	27,423
Fitness & wellness property Omaha, Nebraska	7.85%	1/3/2027	10,905		11,201		10,977
Fitness & wellness property Merriam, Kansas	7.55%	7/31/2029	8,673		8,931		5,985
Ski property Girdwood, Alaska	8.25%	12/31/2029	38,106		37,895		37,000
Fitness & wellness property Omaha, Nebraska	7.85%	6/30/2030	6,551		6,755		5,803
Experiential lodging property Nashville, Tennessee	7.01%	9/30/2031	71,223		68,605		70,396
Eat & play property Austin, Texas	11.31%	6/1/2033	11,428		11,883		11,582
Ski property West Dover and Wilmington, Vermont	11.78%	12/1/2034	51,050		51,028		51,050
Four ski properties Ohio and Pennsylvania	10.75%	12/1/2034	37,562		37,420		37,562
Ski property Chesterland, Ohio	11.21%	12/1/2034	4,550		4,401		4,550
Ski property Hunter, New York	8.57%	1/5/2036	21,000		21,000		21,000
Eat & play property Midvale, Utah	10.25%	5/31/2036	17,505		18,131		17,505
Eat & play property West Chester, Ohio	9.75%	8/1/2036	18,068		18,676		18,068
Private school property Mableton, Georgia	9.02%	4/30/2037	5,012		5,186		5,048
Fitness & wellness property Fort Collins, Colorado	7.85%	1/31/2038	10,292		10,404		10,360
Early childhood education center Lake Mary, Florida	7.87%	5/9/2039	4,200		4,339		4,258
Eat & play property Eugene, Oregon	8.13%	6/17/2039	14,700		14,799		14,800
Early childhood education center Lithia, Florida	8.25%	10/31/2039	3,959		3,726		4,024
Total			$	362,207	$	362,011	$	357,391

(1) Balances as of December 31, 2019 are prior to the adoption of ASC Topic 326.

(2) Amounts include accrued interest.

Q3 2020 Supplemental	Page 17
INVESTMENT SPENDING AND DISPOSITION SUMMARIES
---	---	---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED SEPTEMBER 30, 2020
INVESTMENT TYPE	TOTAL INVESTMENT SPENDING		NEW DEVELOPMENT		RE-DEVELOPMENT		ASSET ACQUISITION		MORTGAGE NOTES OR NOTES RECEIVABLE		INVESTMENT IN JOINT VENTURES
Theatres	$	2,841	$	2,815	$	26	$	—	$	—	$	—
Eat & Play	2,198		1,902		296		—		—		—
Attractions (1)	(315)		—		(315)		—		—		—
Ski	89		—		—		—		89		—
Experiential Lodging	2,567		141		736		—		—		1,690
Cultural	4		—		4		—		—		—
Fitness & Wellness	1,327		—		—		—		1,327		—
Total Experiential	8,711		4,858		747		—		1,416		1,690
Total Investment Spending	$	8,711	$	4,858	$	747	$	—	$	1,416	$	1,690
INVESTMENT SPENDING NINE MONTHS ENDED SEPTEMBER 30, 2020
INVESTMENT TYPE	TOTAL INVESTMENT SPENDING		NEW DEVELOPMENT		RE-DEVELOPMENT		ASSET ACQUISITION		MORTGAGE NOTES OR NOTES RECEIVABLE		INVESTMENT IN JOINT VENTURES
Theatres	$	28,959	$	3,515	$	3,336	$	22,108	$	—	$	—
Eat & Play	14,989		13,915		1,074		—		—		—
Attractions	655		—		655		—		—		—
Ski	89		—		—		—		89		—
Experiential Lodging	13,673		10,849		1,134		—		—		1,690
Cultural	156		—		156		—		—		—
Fitness & Wellness	3,768		—		—		—		3,768		—
Total Experiential	62,289		28,279		6,355		22,108		3,857		1,690
Early Childhood Education Centers	3		—		—		—		3		—
Total Education	3		—		—		—		3		—
Total Investment Spending	$	62,292	$	28,279	$	6,355	$	22,108	$	3,860	$	1,690
2020 DISPOSITIONS
	THREE MONTHS ENDED SEPTEMBER 30, 2020						NINE MONTHS ENDED SEPTEMBER 30, 2020
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
Early Childhood Education Centers	—		—		—		3,839		3,839		—
Total Dispositions	$	—	$	—	$	—	$	3,839	$	3,839	$	—
(1) Negative total investment spending for Attractions for the three months ended September 30, 2020 due to prior period adjustment.														Q3 2020 Supplemental	Page 18
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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT SEPTEMBER 30, 2020 (1)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
			OWNED BUILD-TO-SUIT SPENDING ESTIMATES
		# OF PROJECTS	4TH QUARTER 2020		1ST QUARTER 2021		2ND QUARTER 2021		3RD QUARTER 2021		THEREAFTER		TOTAL EXPECTED COSTS (2)		% LEASED
Total Build-to-Suit (3)	29,056	9	$	11,475	$	13,925	$	8,575	$	6,075	$	100	$	69,206	100		%
Non Build-to-Suit Development
Total Property Under Development	44,103
		SEPTEMBER 30, 2020	OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
		# OF PROJECTS	4TH QUARTER 2020		1ST QUARTER 2021		2ND QUARTER 2021		3RD QUARTER 2021		THEREAFTER		TOTAL IN-SERVICE (2)		ACTUAL IN-SERVICE 3RD QUARTER 2020
Total Build-to-Suit		9	$	—	$	20,980	$	46,555	$	—	$	1,671	$	69,206	$	—
			MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
		# OF PROJECTS	4TH QUARTER 2020		1ST QUARTER 2021		2ND QUARTER 2021		3RD QUARTER 2021		THEREAFTER		TOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes	53,581	3	$	5,200	$	4,550	$	4,225	$	—	$	10,105	$	77,661
Non Build-to-Suit Mortgage Notes
Total Mortgage Notes Receivable	362,011
(1) This schedule includes only those properties for which the Company has commenced construction as of September 30, 2020
(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 two unconsolidated real estate joint ventures that own recreation anchored lodging properties in St. Petersburg, Florida. The Company's spending estimates for this are estimated at 8.9 million for 2020.
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.

All values are in US Dollars.

Q3 2020 Supplemental	Page 19
LEASE EXPIRATIONS
---	---	---	---	---
AS OF SEPTEMBER 30, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
YEAR	RENTAL REVENUE FOR THE TRAILING TWELVE MONTHS ENDED SEPTEMBER 30, 2020 (1)(2)		% OF TOTAL REVENUE (2)
2020	$	—	—	%
2021	—		—	%
2022	2,092		—	%
2023	953		—	%
2024	7,935		2	%
2025	2,677		1	%
2026	10,371		2	%
2027	21,939		4	%
2028	16,009		3	%
2029	13,070		3	%
2030	24,246		5	%
2031	10,690		2	%
2032	17,732		3	%
2033	9,860		2	%
2034	62,543		13	%
2035	63,969		13	%
2036	33,302		7	%
2037	48,272		10	%
2038	29,742		6	%
2039	6,739		1	%
Thereafter	27,931		6	%
	$	410,072	83	%
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 September 30, 2020 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 September 30, 2020 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
(2) Excludes revenue from discontinued operations and includes the write-offs of straight line rent receivables of 36.9 million and receivables from tenants of 25.7 million against rental revenue during the nine months ended September 30, 2020.

All values are in US Dollars.

Q3 2020 Supplemental	Page 20
TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
		PERCENTAGE OF TOTAL REVENUE	PERCENTAGE OF TOTAL REVENUE
		FOR THE THREE MONTHS ENDED	FOR THE NINE MONTHS ENDED
	CUSTOMERS	SEPTEMBER 30, 2020	SEPTEMBER 30, 2020
1.	Topgolf	31.6%	18.8%
2.	Cinemark	16.6%	9.8%
3.	AMC Theatres (1)	6.4%	8.2%
4.	Vail Resorts	10.8%	6.4%
5.	Basis Independent Schools	8.6%	5.1%
6.	Camelback Resort	8.1%	4.8%
7.	Regal Cinemas (2)	(42.0)%	3.8%
8.	Six Flags	6.3%	3.7%
9.	Endeavor Schools	5.9%	3.5%
10.	Empire Resorts	3.6%	2.5%
	Total	55.9%	66.6%

(1) During the nine months ended September 30, 2020, the Company wrote-off $9.2 million of straight-line receivables to straight-line rental revenue classified in rental revenue in the consolidated statements of (loss) income related to leases with AMC. The Company began recognizing revenue on a cash basis for AMC at the end of the first quarter of 2020 and cash payments have been reduced due to the impact of COVID-19.

(2) During the three and nine months ended September 30, 2020, the Company wrote-off $22.5 million of straight-line receivables to straight-line rental revenue and $23.5 million of receivables from tenants to minimum rent, both of which are classified in rental revenue in the consolidated statements of (loss) income and related to leases with Regal. The Company began recognizing revenue on a cash basis for Regal at the end of the third quarter of 2020 and cash payments have been reduced due to the impact of COVID-19.

Q3 2020 Supplemental	Page 21
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 (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

ADJUSTED EBITDA AND ANNUALIZED ADJUSTED EBITDA

Management uses Adjusted EBITDA in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDA is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDA as EBITDAre (defined above) for the quarter excluding severance expense, credit loss expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDA is Adjusted EBITDA for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items including removing any impact from operating properties, which is then multiplied by four to get an annual amount. Additionally, for the three and nine months ended September 30, 2020, Adjusted EBITDA was further adjusted to reflect certain tenants on a cash basis.

The Company's method of calculating Adjusted EBITDA and Annualized Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. Adjusted EBITDA and Annualized Adjusted EBITDA 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 AND ADJUSTED 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. Adjusted net debt is net debt less 40% times property under development to remove the estimated portion of property under development that has been financed with debt but has not yet produced earnings. The Company's method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

Q3 2020 Supplemental	Page 22

NET DEBT TO ADJUSTED EBITDA RATIO AND ADJUSTED NET DEBT TO ANNUALIZED ADJUSTED EBITDA RATIO

Net Debt to Adjusted EBITDA ratio and Adjusted Net Debt to Annualized Adjusted EBITDA 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 both ratios 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 costs associated with loan refinancing or payoff, transaction costs, severance expense, preferred share redemption costs, impairment of operating lease right-of-use assets, termination fees associated with tenants' exercises of public charter school buy-out options and credit loss expense, and by subtracting deferred income tax (benefit) expense. 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 costs associated with loan refinancing or payoff, transaction costs, credit loss expense, severance expense, preferred share redemption costs, 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 maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue (removing impact of straight-line ground sublease expense), non-cash portion of mortgage and other financing income 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.

Q3 2020 Supplemental	Page 23

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 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 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 previously held equity interest, gain on early extinguishment of debt, prepayment fees and deferred income tax benefit (expense). The Company calculated 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.

Q3 2020 Supplemental	Page 24

Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Third Quarter and Nine Months Ended September 30, 2020
Q3 2020 Supplemental	Page 25
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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
---	---	---	---	---	---	---	---	---	---	---	---	---
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1):	3RD QUARTER 2020		2ND QUARTER 2020		1ST QUARTER 2020		4TH QUARTER 2019		3RD QUARTER 2019		2ND QUARTER 2019
Net (loss) income	$	(85,904)	$	(62,965)	$	37,118	$	36,297	$	34,003	$	66,594
Impairment charges	11,561		51,264		—		23,639		—		—
Impairment charges on joint ventures	—		3,247		—		—		—		—
Transaction costs	2,776		771		1,075		5,784		5,959		6,923
Credit loss expense	5,707		3,484		1,192		—		—		—
Interest expense, gross	42,312		39,281		36,794		36,442		37,575		37,999
Severance expense	—		—		—		423		1,521		—
Depreciation and amortization	42,059		42,450		43,810		44,530		45,134		42,355
Share-based compensation expense
to management and trustees	3,410		3,463		3,509		3,348		3,372		3,283
Costs associated with loan refinancing or payoff	—		820		—		43		38,407		—
Interest cost capitalized	(325)		(242)		(262)		(273)		(386)		(1,530)
Straight-line rental revenue	17,969		(2,229)		9,708		(3,516)		(4,399)		(3,223)
Gain on sale of real estate	—		(22)		(220)		(5,648)		(14,303)		(9,774)
Prepayment fees	—		—		—		—		(1,760)		—
Deferred income tax expense (benefit)	18,035		(1,676)		(1,113)		(847)		(984)		(1,675)
Interest coverage amount	$	57,600	$	77,646	$	131,611	$	140,222	$	144,139	$	140,952
Interest expense, net	$	41,744	$	38,340	$	34,753	$	34,907	$	36,640	$	36,278
Interest income	243		699		1,779		1,262		549		191
Interest cost capitalized	325		242		262		273		386		1,530
Interest expense, gross	$	42,312	$	39,281	$	36,794	$	36,442	$	37,575	$	37,999
Interest coverage ratio	Footnote 2		Footnote 2		3.6		3.8		3.8		3.7
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount	$	57,600	$	77,646	$	131,611	$	140,222	$	144,139	$	140,952
Interest expense, gross	$	42,312	$	39,281	$	36,794	$	36,442	$	37,575	$	37,999
Preferred share dividends	6,034		6,034		6,034		6,034		6,034		6,034
Fixed charges	$	48,346	$	45,315	$	42,828	$	42,476	$	43,609	$	44,033
Fixed charge coverage ratio	Footnote 2		Footnote 2		3.1		3.3		3.3		3.2
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount	$	57,600	$	77,646	$	131,611	$	140,222	$	144,139	$	140,952
Interest expense, gross	$	42,312	$	39,281	$	36,794	$	36,442	$	37,575	$	37,999
Recurring principal payments	—		—		—		—		—		—
Debt service	$	42,312	$	39,281	$	36,794	$	36,442	$	37,575	$	37,999
Debt service coverage ratio	Footnote 2		Footnote 2		3.6		3.8		3.8		3.7
(1) See pages 22 through 24 for definitions.
(2) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.														Q3 2020 Supplemental	Page 26
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RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
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(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 26 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:
	3RD QUARTER 2020		2ND QUARTER 2020		1ST QUARTER 2020		4TH QUARTER 2019		3RD QUARTER 2019		2ND QUARTER 2019
Net cash provided (used) by operating activities	$	2,065	$	(31,631)	$	89,044	$	102,268	$	127,506	$	87,372
Equity in (loss) income from joint ventures	(1,044)		(1,724)		(420)		(905)		(435)		470
Distributions from joint ventures	—		—		—		—		—		—
Amortization of deferred financing costs	(1,498)		(1,651)		(1,634)		(1,621)		(1,552)		(1,517)
Amortization of above and below market leases, net and tenant allowances	124		108		152		119		107		58
Changes in assets and liabilities, net:
Amortization of operating lease assets and liabilities	(14)		(287)		(273)		(161)		(1,323)		735
Mortgage notes and related accrued interest receivable	1,154		2,613		512		(8)		(1,155)		1,409
Accounts receivable	(5,053)		62,163		(14,149)		14,320		(500)		2,234
Direct financing lease receivable	—		—		—		17		52		59
Other assets	(2,208)		819		4,454		(1,888)		(2,245)		(239)
Accounts payable and accrued liabilities	(4,348)		6,555		13,517		(21,851)		(5,639)		4,634
Unearned rents and interest	5,690		3,100		(6,907)		11,132		(8,769)		5,568
Straight-line rental revenue	17,969		(2,229)		9,708		(3,516)		(4,399)		(3,223)
Interest expense, gross	42,312		39,281		36,794		36,442		37,575		37,999
Interest cost capitalized	(325)		(242)		(262)		(273)		(386)		(1,530)
Transaction costs	2,776		771		1,075		5,784		5,959		6,923
Severance expense (cash portion)	—		—		—		363		1,103		—
Prepayment fees	—		—		—		—		(1,760)		—
Interest coverage amount (1)	$	57,600	$	77,646	$	131,611	$	140,222	$	144,139	$	140,952
Net cash (used) provided by investing activities	$	(17,919)	$	(13,219)	$	(39,759)	$	381,255	$	176,446	$	(333,363)
Net cash (used) provided by financing activities	$	(5,994)	$	(175,358)	$	649,237	$	(73,886)	$	(194,098)	$	235,607
(1) See pages 22 through 24 for definitions.														Q3 2020 Supplemental	Page 27
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RECONCILIATION OF EBITDAre, ADJUSTED EBITDA, ANNUALIZED ADJUSTED EBITDA AND ANNUALIZED ADJUSTED REVENUE
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(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDA (3):	3RD QUARTER 2020		2ND QUARTER 2020				1ST QUARTER 2020				4TH QUARTER 2019				3RD QUARTER 2019				2ND QUARTER 2019
Net (loss) income	$	(85,904)	$	(62,965)			$	37,118			$	36,297			$	34,003			$	66,594
Interest expense, net	41,744		38,340				34,753				34,907				36,640				36,278
Income tax expense (benefit)	18,417		(1,312)				(751)				(530)				(600)				(1,300)
Depreciation and amortization	42,059		42,450				43,810				44,530				45,134				42,355
Gain on sale of real estate	—		(22)				(220)				(5,648)				(14,303)				(9,774)
Impairment of real estate investments, net (2)	11,561		36,255				—				23,639				—				—
Costs associated with loan refinancing or payoff	—		820				—				43				38,407				—
Allocated share of joint venture depreciation	369		378				383				551				553				554
Allocated share of joint venture interest expense	741		736				735				735				739				757
Impairment charges on joint ventures	—		3,247				—				—				—				—
EBITDAre	$	28,987	$	57,927			$	115,828			$	134,524			$	140,573			$	135,464
Severance expense	—		—				—				423				1,521				—
Transaction costs	2,776		771				1,075				5,784				5,959				6,923
Credit loss expense	5,707		3,484				1,192				—				—				—
Accounts receivable write-offs from prior periods (1)	13,533		—				—				—				—				—
Straight-line receivable write-offs from prior periods (1)	19,927		—				12,532				—				—				—
Impairment of operating lease right-of-use assets (2)	—		15,009				—				—				—				—
Prepayment fees	—		—				—				—				(1,760)				—
Adjusted EBITDA (for the quarter)	$	70,930	$	77,191			$	130,627			$	140,731			$	146,293			$	142,387
Adjusted EBITDA (4)	Footnote 9		Footnote 9				$	522,508			$	562,924			$	585,172			$	569,548
ANNUALIZED ADJUSTED EBITDA (3):
Adjusted EBITDA (for the quarter)	Footnote 9		Footnote 9				$	130,627			$	140,731			$	146,293			$	142,387
Corporate/unallocated and other NOI					(145)				403				(2,173)				(1,855)
In-service and disposition adjustments (5)					1,351				(4,580)				528				5,591
Percentage rent/participation adjustments (6)					979				(2,947)				206				(856)
Non-recurring adjustments (7)					3,999				1,170				213				2,668
Annualized Adjusted EBITDA (for the quarter)					$	136,811			$	134,777			$	145,067			$	147,935
Annualized Adjusted EBITDA (8)					$	547,244			$	539,108			$	580,268			$	591,740
See footnotes on following page.																					Q3 2020 Supplemental	Page 28
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(1) Included in rental revenue from continuing operations in the consolidated statements of (loss) 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:
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		2ND QUARTER 2020		1ST QUARTER 2020		4TH QUARTER 2019		3RD QUARTER 2019		2ND QUARTER 2019
Minimum rent	83,230	$	89,589	$	138,219	$	139,529	$	139,844	$	134,409
Accounts receivable write-offs from prior periods		—		—		—		—		—
Tenant reimbursements		4,169		3,698		5,790		5,129		5,843
Percentage rent		1,454		2,757		6,428		3,032		4,147
Straight-line rental revenue		2,229		2,824		2,926		2,866		2,520
Straight-line write-offs from prior periods		—		(12,532)		—		—		—
Other rental revenue		90		77		92		91		84
Rental revenue	55,591	$	97,531	$	135,043	$	154,765	$	150,962	$	147,003
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled 51.3 million, which was comprised of 36.3 million of impairments of real estate investments and 15.0 million of impairments of operating lease right-of-use assets.
(3) See pages 22 through 24 for definitions.
(4) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
(5) Adjustments for 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, for continuing properties only.
(6) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing twelve month amount divided by four.
(7) Non-recurring adjustments relate to properties under operating agreements with third parties, as applicable, and COVID-19 related adjustments.
(8) Annualized Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount.
(9) Not presented as this metric is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.

All values are in US Dollars.

Q3 2020 Supplemental	Page 29