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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2021
EPR Properties
(Exact name of registrant as specified in its charter)
Maryland 001-13561 43-1790877
(State or other jurisdiction of
incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
909 Walnut Street,Suite 200
Kansas City,Missouri64106
(Address of principal executive offices) (Zip Code)
(816)472-1700
(Registrant’s telephone number, including area code) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common shares, par value $0.01 per shareEPRNew York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per shareEPR PrCNew York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per shareEPR PrENew York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per shareEPR PrGNew 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 February 24, 2021, the Company announced its results of operations and financial condition for the fourth quarter and year ended December 31, 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 February 24, 2021, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the fourth quarter and year ended December 31, 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
No.
  Description
  
  
Press Release dated February 24, 2021 issued by EPR Properties announcing its results of operations and financial condition for the fourth quarter and year ended December 31, 2020.
  
Investor slide presentation for the fourth quarter and year ended December 31, 2020, made available by EPR Properties on February 24, 2021.
Supplemental Operating and Financial Data for the fourth quarter and year ended December 31, 2020, made available by EPR Properties on February 24, 2021.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EPR PROPERTIES
By: /s/ Mark A. Peterson
 Mark A. Peterson
 Executive Vice President, Treasurer and Chief Financial
Officer
Date: February 24, 2021




















































Exhibit 99.1



EPR PROPERTIES REPORTS FOURTH QUARTER AND 2020 YEAR-END RESULTS

Kansas City, MO, February 24, 2021 -- EPR Properties (NYSE:EPR) today announced operating results for the fourth quarter and year ended December 31, 2020 (dollars in thousands, except per share data):    
 Three Months Ended December 31,Year Ended December 31,
 2020 (1)2019 (2)2020 (1)2019 (2)
Total revenue from continuing operations$93,412 $170,346 $414,661 $651,969 
Net (loss) income available to common shareholders(26,011)30,263 (155,864)178,107 
Net (loss) income available to common shareholders per diluted common share(0.35)0.39 (2.05)2.32 
Funds From Operations as adjusted (FFOAA) (a non-GAAP financial measure)13,088 99,667 108,733 423,186 
FFOAA per diluted common share (a non-GAAP financial measure)0.18 1.26 1.43 5.44 
Adjusted Funds From Operations (AFFO) (a non-GAAP financial measure)17,352 99,160 143,430 422,726 
AFFO per diluted common share (a non-GAAP financial measure)0.23 1.25 1.89 5.44 
(1) The operating results for the three months and year ended December 31, 2020, include $2.4 million and $65.1 million of straight-line and other receivable write-offs, or $0.03 per share and $0.86 per share, respectively, related primarily to customers moved to cash basis for revenue recognition purposes during the year ended December 31, 2020. These write-offs are reflected in all metrics in these columns except that AFFO per diluted share for the three months and year ended December 31, 2020 excludes the impact of the straight-line portion of these write-offs totaling $1.0 million and $38.0 million, respectively.

(2) The operating results of the Company's public charter school portfolio for the three months and year ended December 31, 2019, include $1.2 million and $24.1 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 during the fourth quarter of 2019.

Fourth Quarter Company Headlines

Quarterly Collections Continue to Ramp Up - Cash collections from customers continue to improve and were approximately 46% of pre-COVID contractual cash revenue for the fourth quarter. January and February 2021 cash collections increased to approximately 66% and 64% of pre-COVID contractual cash revenue, respectively.
Significant Capital Recycling - During the fourth quarter, the Company received $224.0 million in net proceeds and recognized a net gain of $49.9 million from property dispositions including the exercise of a tenant purchase option on six private schools and four early childhood education centers.
Strong Liquidity Position - The Company had cash on hand in excess of $1.0 billion at year-end. Subsequent to year-end, due to stronger collections, proceeds from dispositions and significant liquidity, the Company used a portion of its cash on hand to reduce borrowings under its unsecured revolving credit facility by $500.0 million, resulting in a remaining balance of $90.0 million on this $1.0 billion facility.
Extension of Covenant Waivers - Waivers of certain covenants related to the Company’s bank credit facilities and private placement notes have been extended through December 31, 2021, subject to certain conditions as previously disclosed, providing additional flexibility to work through issues with customers as needed.

CEO Comments
“We have continued to successfully focus on several key areas in light of the ongoing impact of the pandemic, including improving cash collections, maintaining strong liquidity and remaining in compliance with our debt agreements,” stated Greg Silvers, Company President and CEO. “With 94% of our non-theatre tenants open and operating, we are encouraged by the resilience displayed by many of our tenants and anticipate that theatres will follow a similar pattern when they open more widely and key titles are consistently released. We are also pleased with the capital recycling we completed during the quarter, which allowed us to further enhance our balance sheet and progress in our evolution towards an experientially focused portfolio. While it will take time for a full post-vaccine rebound, we are optimistic as we are seeing stabilization, and believe that we remain solidly positioned with improving cash collections and strong liquidity.”




COVID-19 Response and Update

Collections and Property Openings
Approximately 94% of the Company's non-theatre and 60% of the Company's theatre locations were open for business as of February 23, 2021. Cash collections from tenants and borrowers continued to improve and were 46% of pre-COVID contractual cash revenue for the fourth quarter vs. 29% and 43% in the second and third quarter, respectively. Such cash collections further increased to 66% and 64% in January and February of 2021, respectively. Pre-COVID contractual cash revenue is an operational measure and represents aggregate cash payments for which the Company was entitled under existing contracts prior to the COVID-19 pandemic, excluding percentage rent (rents received over base amounts) and cash payments for subsequently disposed properties, net.

Customers representing approximately 95% of our pre-COVID contractual cash revenue are either paying their pre-COVID-19 contract rent or interest or have a deferral agreement in place. In those deferral agreements, we have granted approximately 5% of permanent rent and interest payment reductions. 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
Theatre operators are facing several challenges as they diligently try to reopen. As a result of the impact of the COVID-19 pandemic, some of the Company's theatre locations remain closed due to state and local restrictions, including key markets in New York and California. Other theatres are closed by operator choice as movie studios have delayed 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.

Due to the challenges facing theatres and the continued uncertainty caused by the pandemic during 2020, the Company determined it was appropriate to begin recognizing revenue from AMC and Regal as well as certain other customers on a cash basis. Accordingly, the Company recorded write-offs of accounts receivable of approximately $2.4 million, or $0.03 per share, and $65.1 million, or $0.86 per share, for the three months and year ended December 31, 2020, respectively, related to tenants moved to cash-basis for revenue recognition purposes. The write-offs were recorded primarily as a reduction in rental revenue and consisted of $1.0 million and $38.0 million in straight line rent receivables and $1.4 million and $27.1 million of other receivables for the three months and year ended December 31, 2020, respectively. In addition, contractual and other rent abatements totaled $6.8 million and $13.6 million for the three months and year ended December 31, 2020, respectively.

Below provides an update of classification of customers as of December 31, 2020:
Classification of Customers
($ in millions)




 Annualized Revenue (1)
No Payment Deferral$88 14 %
Sold Properties25 %
Payments Deferred and Recognized as Revenue During Deferral Period231 37 %
Payments Deferred But Not Recognized as Revenue During Deferral Period30 %
Cash Basis/Lease Restructurings (2)233 37 %
New Vacancies17 %
Total$624 100 %
(1) Represents pre-COVID contractual cash revenue plus pre-COVID percentage rent, both of which have been annualized.
(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.

Capital Recycling
On December 29, 2020, pursuant to a tenant purchase option, the Company completed the sale of six private schools and four early childhood education centers for net proceeds of $201.2 million and recognized a gain on sale of $39.7 million. The Company realized an unlevered internal rate of return of 13% over the life of its ownership of these assets.




Additionally, during the quarter ended December 31, 2020, the Company completed the sale of four experiential properties and two land parcels for net proceeds totaling $22.8 million and recognized a combined gain on sale of $10.2 million.

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) was $5.8 million during the quarter. The Company has no scheduled debt maturities until 2022 and had over $1.0 billion of cash on hand at year-end. As previously disclosed, during the fourth quarter, the Company amended the agreements governing its bank credit facilities and private placement notes 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.

In January 2021, due to stronger collections, proceeds from dispositions and significant liquidity, the Company used $500.0 million of its cash on hand to reduce the balance outstanding on its $1.0 billion unsecured revolving credit facility from $590.0 million to $90.0 million.

Other Charges
As a result of the ongoing impact of the COVID-19 pandemic, the Company reassessed the expected holding period of four theatre properties during the fourth quarter, and determined that the estimated cash flows were not sufficient to recover the carrying value. Accordingly, during the three months ended December 31, 2020, the Company recognized non-cash impairment charges on real estate investments of $22.8 million for these properties. Also during the fourth quarter, the Company recognized credit loss expense totaling $20.3 million that primarily related to fully reserving the outstanding principal balance of $6.1 million and the unfunded commitment to fund $12.9 million related to notes receivable from one borrower, as a result of recent changes in the borrower's financial status due to the COVID-19 pandemic. Additionally, during the fourth quarter, the Company recognized $2.9 million in severance expense.

Portfolio Update
The Company's total investments (a non-GAAP financial measure) were approximately $6.5 billion at December 31, 2020 with Experiential totaling $5.9 billion, or 91%, and Education totaling $0.6 billion, or 9%.

The Company's Experiential portfolio (excluding property under development) consisted of the following property types (owned or financed) at December 31, 2020:
178 theatre properties;
55 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 December 31, 2020, the Company's owned Experiential portfolio consisted of approximately 19.3 million square feet, which was 93.8% leased and included $57.6 million in property under development and $20.2 million in undeveloped land inventory.

The Company's Education portfolio consisted of the following property types (owned or financed) at December 31, 2020:
65 early childhood education center properties; and
10 private school properties.

As of December 31, 2020, the Company's owned Education portfolio consisted of approximately 1.4 million square feet, which was 100% leased and included $3.0 million in undeveloped land inventory.

The combined owned portfolio consisted of 20.7 million square feet and was 94.2% leased.




Investment Update
The Company's investment spending for the three months ended December 31, 2020 totaled $22.8 million (bringing the year-to-date investment spending to $85.1 million), and included spending on Experiential build-to-suit development and redevelopment projects.

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 February 25, 2021 at 8:30 a.m. Eastern Time. The call may also include discussion of Company developments, and forward-looking and other material information about business and financial matters. The conference will be webcast and can be accessed via the Webcasts page in the Investor Center on the Company's website located at https://investors.eprkc.com/webcasts. To access the call, audio only, dial (866) 587-2930 and when prompted, provide the passcode 5899833.

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

Quarterly and Year-end Supplemental
The Company's supplemental information package for the fourth quarter and year ended December 31, 2020 is available in the Investor Center on the Company's website located at https://investors.eprkc.com/earnings-supplementals.



EPR Properties
Consolidated Statements of (Loss) Income
(Unaudited, dollars in thousands except per share data)
 Three Months Ended December 31,Year Ended December 31,
 2020201920202019
Rental revenue$84,011 $154,765 $372,176 $593,022 
Other income968 8,386 9,139 25,920 
Mortgage and other financing income8,433 7,195 33,346 33,027 
Total revenue93,412 170,346 414,661 651,969 
Property operating expense16,406 16,097 58,587 60,739 
Other expense1,462 10,173 16,474 29,667 
General and administrative expense11,142 10,831 42,596 46,371 
Severance expense2,868 423 2,868 2,364 
Costs associated with loan refinancing or payoff812 — 1,632 38,269 
Interest expense, net42,838 34,914 157,675 142,002 
Transaction costs814 5,784 5,436 23,789 
Credit loss expense20,312 — 30,695 — 
Impairment charges22,832 2,206 85,657 2,206 
Depreciation and amortization42,014 42,398 170,333 158,834 
(Loss) income before equity in loss from joint ventures, other items and discontinued operations(68,088)47,520 (157,292)147,728 
Equity in loss from joint ventures(1,364)(905)(4,552)(381)
Impairment charges on joint ventures— — (3,247)— 
Gain on sale of real estate49,877 3,717 50,119 4,174 
(Loss) income before income taxes(19,575)50,332 (114,972)151,521 
Income tax (expense) benefit(402)530 (16,756)3,035 
(Loss) income from continuing operations$(19,977)$50,862 $(131,728)$154,556 
Discontinued operations:
Income from discontinued operations before other items— 4,937 — 37,241 
Impairment on public charter school portfolio sale— (21,433)— (21,433)
Gain on sale of real estate from discontinued operations— 1,931 — 31,879 
(Loss) income from discontinued operations— (14,565)— 47,687 
Net (loss) income(19,977)36,297 (131,728)202,243 
Preferred dividend requirements(6,034)(6,034)(24,136)(24,136)
Net (loss) income available to common shareholders of EPR Properties$(26,011)$30,263 $(155,864)$178,107 
Net (loss) income available to common shareholders of EPR Properties per share:
Continuing operations$(0.35)$0.57 $(2.05)$1.70 
Discontinued operations— (0.18)— 0.62 
Basic$(0.35)$0.39 $(2.05)$2.32 
Continuing operations$(0.35)$0.57 $(2.05)$1.70 
Discontinued operations— (0.18)— 0.62 
Diluted$(0.35)$0.39 $(2.05)$2.32 
Shares used for computation (in thousands):
Basic74,615 78,456 75,994 76,746 
Diluted74,615 78,485 75,994 76,782 



EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
December 31,
 20202019
Assets
Real estate investments, net of accumulated depreciation of $1,062,087 and $989,254 at December 31, 2020 and 2019, respectively$4,851,302 $5,197,308 
Land held for development23,225 28,080 
Property under development57,630 36,756 
Operating lease right-of-use assets163,766 211,187 
Mortgage notes and related accrued interest receivable365,628 357,391 
Investment in joint ventures28,208 34,317 
Cash and cash equivalents1,025,577 528,763 
Restricted cash2,433 2,677 
Accounts receivable116,193 86,858 
Other assets70,223 94,174 
Total assets6,704,185 $6,577,511 
Liabilities and Equity
Accounts payable and accrued liabilities$105,379 $122,939 
Operating lease liabilities202,223 235,650 
Dividends payable6,070 35,458 
Unearned rents and interest65,485 74,829 
Debt3,694,443 3,102,830 
Total liabilities4,073,600 3,571,706 
Total equity$2,630,585 $3,005,805 
Total liabilities and equity$6,704,185 $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 months and year ended December 31, 2019. The operating results relating to discontinued operations are as follows (unaudited, dollars in thousands):
 Three Months Ended December 31, 2019Year Ended December 31, 2019
Rental revenue$5,231 $36,289 
Mortgage and other financing income1,863 14,284 
Total revenue7,094 50,573 
Property operating expense(11)573 
Costs associated with loan refinancing or payoff43 181 
Interest expense, net(7)(351)
Depreciation and amortization2,132 12,929 
Income from discontinued operations before other items4,937 37,241 
Impairment on public charter school portfolio sale(21,433)(21,433)
Gain on sale of real estate1,931 31,879 
(Loss) Income from discontinued operations$(14,565)$47,687 




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 (loss) 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 gain on insurance recovery and deferred income tax (benefit) expense. AFFO is presented by adding to FFOAA non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense to management and Trustees and amortization of above and below market leases, net and tenant allowances; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue (removing 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 (loss) 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 months and year ended December 31, 2020 and 2019 and reconciles such measures to net (loss) 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 December 31,Year Ended December 31,
 2020201920202019
FFO:
Net (loss) income available to common shareholders of EPR Properties
$(26,011)$30,263 $(155,864)$178,107 
Gain on sale of real estate(49,877)(5,648)(50,119)(36,053)
Impairment of real estate investments, net (1)22,832 23,639 70,648 23,639 
Real estate depreciation and amortization41,786 44,242 169,253 170,717 
Allocated share of joint venture depreciation361 551 1,491 2,213 
Impairment charges on joint ventures— — 3,247 — 
FFO available to common shareholders of EPR Properties$(10,909)$93,047 $38,656 $338,623 
FFO available to common shareholders of EPR Properties$(10,909)$93,047 $38,656 $338,623 
Add: Preferred dividends for Series C preferred shares— 1,937 — 7,754 
Add: Preferred dividends for Series E preferred shares— 1,939 — 7,756 
Diluted FFO available to common shareholders of EPR Properties$(10,909)$96,923 $38,656 $354,133 



 Three Months Ended December 31,Year Ended December 31,
 2020201920202019
FFOAA:
FFO available to common shareholders of EPR Properties$(10,909)$93,047 $38,656 $338,623 
Costs associated with loan refinancing or payoff812 43 1,632 38,450 
Transaction costs814 5,784 5,436 23,789 
Severance expense2,868 423 2,868 2,364 
Termination fees included in gain on sale— 1,217 — 24,075 
Gain on insurance recovery (included in other income)(809)— (809)— 
Impairment of operating lease right-of-use assets (1)— — 15,009 — 
Credit loss expense20,312 — 30,695 — 
Deferred income tax (benefit) expense— (847)15,246 (4,115)
FFOAA available to common shareholders of EPR Properties$13,088 $99,667 $108,733 $423,186 
FFOAA available to common shareholders of EPR Properties$13,088 $99,667 $108,733 $423,186 
Add: Preferred dividends for Series C preferred shares— 1,937 — 7,754 
Add: Preferred dividends for Series E preferred shares— 1,939 — 7,756 
Diluted FFOAA available to common shareholders of EPR Properties$13,088 $103,543 $108,733 $438,696 
AFFO:
FFOAA available to common shareholders of EPR Properties$13,088 $99,667 $108,733 $423,186 
Non-real estate depreciation and amortization228 288 1,080 1,045 
Deferred financing fees amortization1,823 1,621 6,606 6,192 
Share-based compensation expense to management and trustees3,437 3,349 13,819 13,180 
Amortization of above and below market leases, net and tenant allowances(96)(119)(480)(343)
Maintenance capital expenditures (2)(247)(2,276)(11,377)(5,453)
Straight-lined rental revenue(898)(3,516)24,550 (13,552)
Straight-lined ground sublease expense 150 237 749 882 
Non-cash portion of mortgage and other financing income(133)(91)(250)(2,411)
AFFO available to common shareholders of EPR Properties$17,352 $99,160 $143,430 $422,726 
AFFO available to common shareholders of EPR Properties$17,352 $99,160 $143,430 $422,726 
Add: Preferred dividends for Series C preferred shares— 1,937 — 7,754 
Add: Preferred dividends for Series E preferred shares— 1,939 — 7,756 
Diluted AFFO available to common shareholders of EPR Properties$17,352 $103,036 $143,430 $438,236 
FFO per common share:
Basic$(0.15)$1.19 $0.51 $4.41 
Diluted(0.15)1.18 0.51 4.39 
FFOAA per common share:
Basic$0.18 $1.27 $1.43 $5.51 
Diluted0.18 1.26 1.43 5.44 
AFFO per common share:
Basic$0.23 $1.26 $1.89 $5.51 
Diluted0.23 1.25 1.89 5.44 
Shares used for computation (in thousands):
Basic74,615 78,456 75,994 76,746 
Diluted74,615 78,485 75,994 76,782 
Weighted average shares outstanding-diluted EPS74,615 78,485 75,994 76,782 
Effect of dilutive Series C preferred shares— 2,184 — 2,164 
Effect of dilutive Series E preferred shares— 1,640 — 1,631 
Adjusted weighted average shares outstanding-diluted Series C and Series E74,615 82,309 75,994 80,577 
Other financial information:
Dividends per common share$— $1.1250 $1.5150 $4.5000 



Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income for all periods.
(1) Impairment charges recognized during the year ended December 31, 2020 totaled $85.7 million, which was comprised of $70.7 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, FFOAA and AFFO per share for the three months and year ended December 31, 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, FFOAA and AFFO 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 (loss) income, computed in accordance with GAAP, excluding interest expense (net), income tax (benefit) expense, depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates.

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

Adjusted EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, credit loss expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. For the three months ended December 31, 2020, Adjusted EBITDAre was further



adjusted to add back prior period receivable write-offs related to certain theatre tenants placed on cash basis or receiving abatements during the quarter.

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

Reconciliations of debt, total assets and net (loss) income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets, EBITDAre and Adjusted EBITDAre (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands):
December 31,
20202019
Net Debt:
Debt$3,694,443 $3,102,830 
Deferred financing costs, net35,552 37,165 
Cash and cash equivalents(1,025,577)(528,763)
Net Debt$2,704,418 $2,611,232 
Gross Assets:
Total Assets$6,704,185 $6,577,511 
Accumulated depreciation1,062,087 989,254 
Cash and cash equivalents(1,025,577)(528,763)
Gross Assets$6,740,695 $7,038,002 
Net Debt to Gross Assets40 %37 %
Three Months Ended December 31,
20202019
EBITDAre and Adjusted EBITDAre:
Net (loss) income$(19,977)$36,297 
Interest expense, net42,838 34,907 
Income tax expense (benefit)402 (530)
Depreciation and amortization42,014 44,530 
Gain on sale of real estate(49,877)(5,648)
Impairment of real estate investments, net 22,832 23,639 
Costs associated with loan refinancing or payoff812 43 
Allocated share of joint venture depreciation361 551 
Allocated share of joint venture interest expense872 735 
EBITDAre $40,277 $134,524 
Gain on insurance recovery (1)(809)— 
Severance expense2,868 423 
Transaction costs814 5,784 
Credit loss expense20,312 — 
Accounts receivable write-offs from prior periods (2)4,301 — 
Straight-line receivable write-offs from prior periods (2)870 — 
Adjusted EBITDAre $68,633 $140,731 
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 other income in the accompanying consolidated statements of income. Other income includes the following:
Three Months Ended December 31,
20202019
Income from settlement of foreign currency swap contracts$110 $252 
Gain on insurance recovery809 — 
Operating income from operated properties45 7,996 
Miscellaneous income138 
Other income$968 $8,386 
(2) Included in rental revenue from continuing operations in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Rental revenue includes the following:
Three Months Ended December 31,
20202019
Minimum rent$79,342 $139,529 
Accounts receivable write-offs from prior periods(4,301)— 
Tenant reimbursements4,831 5,790 
Percentage rent3,040 6,428 
Straight-line rental revenue1,768 2,926 
Straight-line receivable write-offs from prior periods(870)— 
Other rental revenue201 92 
Rental revenue$84,011 $154.765 
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. The Company's 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):
December 31, 2020December 31, 2019
Total Investments:
Real estate investments, net of accumulated depreciation$4,851,302 $5,197,308 
Add back accumulated depreciation on real estate investments1,062,087 989,254 
Land held for development23,225 28,080 
Property under development57,630 36,756 
Mortgage notes and related accrued interest receivable365,628 357,391 
Investment in joint ventures28,208 34,317 
Intangible assets, gross (1)57,962 57,385 
Notes receivable and related accrued interest receivable, net (1)7,300 14,026 
Total investments$6,453,342 $6,714,517 
Total investments$6,453,342 $6,714,517 
Operating lease right-of-use assets163,766 211,187 
Cash and cash equivalents1,025,577 528,763 
Restricted cash2,433 2,677 
Accounts receivable116,193 86,858 
Less: accumulated depreciation on real estate investments(1,062,087)(989,254)
Less: accumulated amortization on intangible assets(16,330)(12,693)
Prepaid expenses and other current assets21,291 35,456 
Total assets$6,704,185 $6,577,511 
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
December 31, 2020December 31, 2019
Intangible assets, gross$57,962 $57,385 
Less: accumulated amortization on intangible assets(16,330)(12,693)
Notes receivable and related accrued interest receivable, net7,300 14,026 
Prepaid expenses and other current assets21,291 35,456 
Total other assets$70,223 $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 $6.5 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 Annual Report on Form 10-K is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to the uncertain financial impact of the COVID-19 pandemic, our capital resources and liquidity, our expected cash flows and liquidity, continuing waivers of financial covenants related to our bank credit facilities and private placement notes, the performance of our customers, including AMC and Regal, our expected cash collections, expected use of proceeds from dispositions and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with 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. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

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


EPR Properties
Brian Moriarty, 888-EPR-REIT
www.eprkc.com

Fourth Quarter and Year End 2020 Earnings Call February 25, 2021


 
2 The financial results in this document reflect preliminary, unaudited results, which are not final until the Company’s Annual Report on Form 10-K is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning ofSection 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, our expected cash flows and liquidity, continuing waivers of financial covenants related to our bank credit facilities and private placement notes, the performance of our customers, including AMC and Regal, our expected cash collections, expected use of proceeds from dispositions and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with 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. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof. DISCLAIMER


 
INTRODUCTORY COMMENTS 3 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.


 
4 PORTFOLIO UPDATE


 
5 PORTFOLIO OVERVIEW Education Portfolio 75 Properties; 12 Operators Occupancy at 100% * See investor supplemental for the applicable period for definitions and calculations of this Non-GAAP measure Experiential Portfolio 281 Properties; 43 Operators Occupancy at 93.8% $5.9B Total Investments 3 Properties under Development Total Portfolio Snapshot ~$6.5B Total Investments* Occupancy at 94.2% 356 Properties Q4 Investment Spending $22.8M Create Memorable Experiences in Safe Environments


 
6 2021 Reopening – 60% of theatres are open as of Feb 22 • With vaccine rollout, major releases will accelerate in the back half of 2021 Demonstrated Demand – as evidenced by international box office, consumers return to the theater when perceived as safe and there is new content • China: over Lunar New Year, Detective Chinatown 3 outpaced Avengers: Endgame for highest grossing opening weekend Importance of Theatre Release to Studios – studios are committed to the exhibition economic model • Studios are pushing major titles to ensure theatrical releases • Not releasing to PVOD as theatrical exhibition is preferred distribution PORTFOLIO REOPENING Theatres


 
7 PORTFOLIO REOPENING Reopening – 94% of non-theatre properties are open Other Experiential and Education


 
8 ASSET MANAGEMENT Capital Recycling Total disposition proceeds were $224M • Sold 6 private schools and 4 early childhood education centers for $201M with an unlevered IRR of 13% • Sold 4 experiential properties and 2 land parcels for $23M Took possession of all 7 transitional AMC properties and 1 Goodrich property • 1 sold for industrial use • In active negotiations to sell 5 (anticipate various uses) • Partnering with experienced operator to operate 2 locations Collections and Deferral Agreements Cash collections continue to improve with reopenings • Q4 collections were 46% of pre-COVID contractual cash revenue compared to Q3 at 43% and Q2 at 29% • January collections were 66%; February collections are currently 64% Deferral agreements • Have addressed 95% of pre-COVID contractual cash revenue; granted approx. 5% of permanent rent and interest reductions


 
9 FINANCIAL REVIEW


 
1 0 (In millions except per-share data) * See investor supplementals for the applicable periods for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance* Quarter ended December 31, 2020(1) 2019(2) $ Change % Change Total Revenue (Continuing Ops) $93.4 $170.3 ($76.9) (45%) Net (Loss) Income – Common (26.0) 30.3 (56.3) (186%) FFO as adj. – Common* 13.1 99.7 (86.6) (87%) AFFO – Common* 17.4 99.2 (81.8) (82%) Net Income/share – Common (0.35) 0.39 (0.74) (190%) FFO/share - Common, as adj.* 0.18 1.26 (1.08) (86%) AFFO/share - Common* 0.23 1.25 (1.02) (82%) (1) The operating results for the three months ended December 31, 2020, include $2.4 million of straight-line and other receivable write- offs, or $0.03 per share, related primarily to customers moved to a cash basis of accounting for revenue recognition purposes at the end of the fourth 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 December 31, 2020 excludes the impact of the straight-line portion of these write-offs of $1.0 million. (2) The operating results of the Company's public charter school portfolio for the three months ended December 31, 2019, include $1.2 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 during the fourth quarter of 2019.


 
1 1* See Supplemental Operating and Financial Data for the applicable periods for definitions and calculations of these non-GAAP measures. FINANCIAL HIGHLIGHTS For the quarter ended December 31, 2020 $ Per Share FFOAA* before placing two theatre tenants on cash basis $15.5 $0.21 Impact of cash basis entries: Rental revenue write-off (1.4) (0.02) Straight-line rent receivable write-off (1.0) (0.01) Total impact of write-offs (2.4) (0.03) FFOAA* after cash basis entries (as reported) $13.1 $0.18 Other items impacting Q4 excluded from FFOAA: Gain on sale of real estate $49.9 Insurance recovery .8 Impairment charges related to four theatre properties (22.8) Credit loss expense primarily related to one borrower (20.3) Severance expense (2.9) (In millions except per-share data)


 
1 2* See investor supplementals for the applicable periods for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance* Year ended December 31, 2020(1) 2019(2) $ Change % Change Total Revenue (Continuing Ops) $414.7 $652.0 ($237.3) (36%) Net (Loss) Income – Common (155.9) 178.1 (334.0) (188%) FFO as adj. – Common* 108.7 423.2 (314.5) (74%) AFFO – Common* 143.4 422.7 (279.3) (66%) Net Income/share – Common (2.05) 2.32 (4.37) (188%) FFO/share - Common, as adj.* 1.43 5.44 (4.01) (74%) AFFO/share - Common* 1.89 5.44 (3.55) (65%) (1) The operating results for the year ended December 31, 2020, include $65.1 million of straight-line and other receivable write-offs, or $0.86 per share, related primarily to customers moved to a cash basis of accounting for revenue recognition purposes during the year ended December 31, 2020. These write-offs are reflected in all metrics in these columns except that AFFO – Common and AFFO/share - Common for the year ended December 31, 2020 excludes the impact of the straight-line portion of these write-offs of $38.0 million. (2) The operating results of the Company's public charter school portfolio for the year ended December 31, 2019, including $24.1 million in termination fees, are included in all metrics in this column except for total revenue from continuing operations. The remaining public charter school portfolio was sold during the fourth quarter of 2019. (In millions except per-share data)


 
1 3 DEFERRAL INFORMATION n/a (3) (1) Represents pre-COVID contractual cash revenue which includes cash rent (including tenant reimbursements) and interest plus pre-COVID percentage rent, both of which have been annualized. (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. Annualized Revenue1 No Payment Deferral $ 88 14% Sold Properties 25 4% Payments Deferred and Recognized as Revenue During Deferral Period 231 37% Payments Deferred But Not Recognized as Revenue During Deferral Period 30 5% Cash Basis/Lease Restructurings2 233 37% New Vacancies 17 3% Total $ 624 100% Classification of Customers and Deferral Information ($ in millions)


 
1 4 Net Debt to Gross Assets was 40% at 12/31/20 • $3.7B total debt; $3.1B fixed rate or fixed through int. rate swaps at wtd. avg. = 4.6% • Weighted average debt maturity ~5 years; No scheduled debt maturities until revolver matures in 2022 • During Q4, further amended Bank Credit Facilities and Private Placement Notes to extend certain covenant waivers through December 2021 Liquidity Position • ~$1.0B unrestricted cash on hand at 12/31/20 • Positive operating cash flow in Q4; operating cash flow expected to increase substantially in 2021 • $590M drawn on $1B revolver; after 12/31/20 additional $500M paid down, balance now $90M • Paid down private placement notes by $23.8M after 12/31/20; balance now $316.2M CAPITAL MARKETS UPDATE


 
1 5 FINANCIAL HIGHLIGHTS Q1 2021 Annualized Pre-COVID Contractual Cash Revenue with % rents $ 156 $ 624 Pre-COVID percentage rents (4) (15) Pre-COVID Contractual Cash Revenue 152 609 Permanent rent cuts (5) (24) Net dispositions (sales less new investments) (6) (19) New vacancies (4) (17) Temporary change in rents (3) (10) Rent bumps/other, net 2 6 Contractual Cash Revenue1 $ 136 $ 545 Reconciliation of Pre-COVID Contractual Cash Revenue to Contractual Cash Revenue ($ in millions) (1) Amount represents contractual cash revenue consisting of cash rent (which includes tenants reimbursements) and interest. Contractual cash revenue is an operational measure and is before the impact of any temporary abatements or deferrals and excludes percentage rent (rent over base amounts), non-cash revenue and TRS revenue.


 
1 6 EXPECTED REVENUE RECOGNITION AND COLLECTIONS Q1 2021 Range in $ % of Contractual Cash Revenue1 Revenue recognition $98M - $105M 72% - 77% Collections $87M - $93M 64% - 68% (1) Contractual cash revenue consists of cash rent (including tenant reimbursements) and interest. Contractual cash revenue is an operational measure and is before the impact of any temporary abatements or deferrals and excludes percentage rent (rent over base amounts), non-cash revenue and TRS revenue.


 
CLOSING COMMENTS 1 7


 
EPR Properties 909 Walnut Street, Suite 200 Kansas City, MO 64106 www.eprkc.com 816-472-1700 [email protected]


 
Exhibit 99.3

eprsupplementalcoverd11a.jpg


                                                 
Supplemental Operating and Financial Data
Fourth Quarter and Year Ended December 31, 2020



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

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Q4 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 Annual Report on Form 10-K is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to the uncertain financial impact of COVID-19, our capital resources and liquidity, our expected cash flows and liquidity, continuing waivers of financial covenants related to our bank credit facilities and private placement notes, the performance of our customers, including AMC and Regal, our expected cash collections, expected use of proceeds from dispositions and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with 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. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

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

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 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.



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Q4 2020 Supplemental
Page 3


COMPANY PROFILE
THE COMPANYCOMPANY 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.
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As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
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BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
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Q4 2020 Supplemental
Page 4


INVESTOR INFORMATION
SENIOR MANAGEMENT
Greg SilversMark Peterson
President and Chief Executive OfficerExecutive Vice President and Chief Financial Officer
Craig EvansGreg Zimmerman
Executive Vice President, General Counsel and SecretaryExecutive Vice President and Chief Investment Officer
Tonya Mater
Senior Vice President and Chief Accounting Officer
COMPANY INFORMATION
CORPORATE HEADQUARTERSTRADING SYMBOLS
909 Walnut Street, Suite 200Common Stock:
Kansas City, MO 64106EPR
888-EPR-REITPreferred Stock:
www.eprkc.comEPR-PrC
EPR-PrE
STOCK EXCHANGE LISTINGEPR-PrG
New York Stock Exchange
EQUITY RESEARCH COVERAGE
Bank of America Merrill LynchJeffrey Spector/Joshua Dennerlein646-855-1363
Citi Global MarketsMichael Bilerman/Nick Joseph212-816-4471
Janney Montgomery ScottRob Stevenson646-840-3217
J.P. MorganAnthony Paolone/Nikita Bely212-622-6682
Kansas City Capital AssociatesJonathan Braatz816-932-8019
Keybanc Capital MarketsJordan Sadler/Todd Thomas917-368-2286
Ladenburg ThalmannJohn Massocca212-409-2056
Raymond James & AssociatesRJ Milligan727-567-2585
RBC Capital MarketsMichael Carroll440-715-2649
StifelSimon Yarmak443-224-1345
SunTrust Robinson HumphreyKi Bin Kim212-303-4124

EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
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Q4 2020 Supplemental
Page 5


SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED DECEMBER 31,YEAR ENDED DECEMBER 31,
Operating Information:2020201920202019
Revenue (1)$93,412 $170,346 $414,661 $651,969 
Net (loss) income available to common shareholders of EPR Properties(26,011)30,263 (155,864)178,107 
EBITDAre (2)40,277 134,524 243,019 544,227 
Adjusted EBITDAre (2)68,633 140,731 347,381 567,721 
Interest expense, net (1)42,838 34,914 157,675 142,002 
Capitalized interest404 273 1,233 5,326 
Straight-lined rental revenue898 3,516 (24,550)13,552 
Dividends declared on preferred shares6,034 6,034 24,136 24,136 
Dividends declared on common shares— 88,269 119,058 346,216 
General and administrative expense11,142 10,831 42,596 46,371 
DECEMBER 31,
Balance Sheet Information:20202019
Total assets$6,704,185 $6,577,511 
Accumulated depreciation1,062,087 989,254 
Cash and cash equivalents1,025,577 528,763 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets)6,740,695 7,038,002 
Debt3,694,443 3,102,830 
Deferred financing costs, net35,552 37,165 
Net debt (2)2,704,418 2,611,232 
Equity2,630,585 3,005,805 
Common shares outstanding74,603 78,463 
Total market capitalization (using EOP closing price)5,500,044 8,524,889 
Net debt/gross assets40 %37 %
Net debt/Adjusted EBITDAre (3)Footnote 64.6 
Adjusted net debt/Annualized adjusted EBITDAre (2)(4)(5)Footnote 64.8 
(1) Excludes discontinued operations.
(2) See pages 22 through 24 for definitions. See calculation as applicable on page 28.
(3) Adjusted EBITDAre 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 EBITDAre is adjusted EBITDAre 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 EBITDAre and Annualized Adjusted EBITDAre. See pages 22 through 24 for definitions.
(6) Not presented as this ratio is not meaningful given the continuing disruption caused by the COVID-19 pandemic and the associated accounting for tenant rent deferrals and other lease modifications.
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Q4 2020 Supplemental
Page 6


SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193ND QUARTER 2019
Real estate investments$5,913,389 $6,139,858 $6,144,830 $6,208,685 $6,186,562 $6,558,790 
Less: accumulated depreciation(1,062,087)(1,072,201)(1,034,771)(1,023,993)(989,254)(989,480)
Land held for development23,225 25,846 26,244 28,080 28,080 28,080 
Property under development57,630 44,103 39,039 30,063 36,756 31,825 
Operating lease right-of-use assets163,766 185,459 189,058 207,605 211,187 219,459 
Mortgage notes and related accrued interest receivable365,628 362,011 357,668 356,666 357,391 413,695 
Investment in direct financing leases, net— — — — — 20,727 
Investment in joint ventures28,208 29,571 28,925 33,897 34,317 35,222 
Cash and cash equivalents1,025,577 985,372 1,006,981 1,225,122 528,763 115,839 
Restricted cash2,433 2,424 2,615 4,583 2,677 5,929 
Accounts receivable116,193 129,714 134,774 72,537 86,858 99,190 
Other assets70,223 75,053 107,615 112,095 94,174 94,014 
Total assets$6,704,185 $6,907,210 $7,002,978 $7,255,340 $6,577,511 $6,633,290 
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities
$105,379 $95,429 $96,454 $112,167 $122,939 $121,351 
Operating lease liabilities
202,223 225,379 229,030 232,343 235,650 244,358 
Common dividends payable
36 29 19 30,063 29,424 29,340 
Preferred dividends payable
6,034 6,034 6,034 6,034 6,034 6,034 
Unearned rents and interest
65,485 75,415 81,096 84,190 74,829 89,797 
Line of credit
590,000 750,000 750,000 750,000 — — 
Deferred financing costs, net
(35,552)(35,140)(35,907)(35,933)(37,165)(38,384)
Other debt
3,139,995 3,139,995 3,139,995 3,139,995 3,139,995 3,139,995 
Total liabilities4,073,600 4,257,141 4,266,721 4,318,859 3,571,706 3,592,491 
Equity:
Common stock and additional paid-in-capital
3,858,451 3,853,581 3,849,803 3,845,911 3,835,674 3,815,278 
Preferred stock at par value
148 148 148 148 148 148 
Treasury stock
(261,238)(260,594)(260,351)(154,357)(147,435)(147,435)
Accumulated other comprehensive income (loss)216 (2,106)(4,331)(5,289)7,275 4,659 
Distributions in excess of net income
(966,992)(940,960)(849,012)(749,932)(689,857)(631,851)
Total equity2,630,585 2,650,069 2,736,257 2,936,481 3,005,805 3,040,799 
Total liabilities and equity$6,704,185 $6,907,210 $7,002,978 $7,255,340 $6,577,511 $6,633,290 
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Q4 2020 Supplemental
Page 7


SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Rental revenue$84,011 $55,591 $97,531 $135,043 $154,765 $150,962 
Other income968 182 416 7,573 8,386 11,464 
Mortgage and other financing income8,433 8,104 8,413 8,396 7,195 6,930 
Total revenue93,412 63,877 106,360 151,012 170,346 169,356 
Property operating expense16,406 13,759 15,329 13,093 16,097 14,494 
Other expense1,462 2,680 2,798 9,534 10,173 11,403 
General and administrative expense11,142 10,034 10,432 10,988 10,831 11,600 
Severance expense
2,868 — — — 423 1,521 
Costs associated with loan refinancing or payoff
812 — 820 — — 38,269 
Interest expense, net42,838 41,744 38,340 34,753 34,914 36,667 
Transaction costs814 2,776 771 1,075 5,784 5,959 
Credit loss expense20,312 5,707 3,484 1,192 — — 
Impairment charges22,832 11,561 51,264 — 2,206 — 
Depreciation and amortization42,014 42,059 42,450 43,810 42,398 41,644 
(Loss) income before equity in loss from joint ventures, other items and discontinued operations(68,088)(66,443)(59,328)36,567 47,520 7,799 
Equity in loss from joint ventures(1,364)(1,044)(1,724)(420)(905)(435)
Impairment charges on joint ventures— — (3,247)— — — 
Gain on sale of real estate49,877 — 22 220 3,717 845 
Income tax (expense) benefit(402)(18,417)1,312 751 530 600 
(Loss) income from continuing operations(19,977)(85,904)(62,965)37,118 50,862 8,809 
Discontinued operations:
Income from discontinued operations before other items
— — — — 4,937 11,736 
Impairment on public charter school portfolio sale
— — — — (21,433)— 
Gain on sale of real estate from discontinued operations— — — — 1,931 13,458 
(Loss) income from discontinued operations
— — — — (14,565)25,194 
Net (loss) income(19,977)(85,904)(62,965)37,118 36,297 34,003 
Preferred dividend requirements(6,034)(6,034)(6,034)(6,034)(6,034)(6,034)
Net (loss) income available to common shareholders of EPR Properties$(26,011)$(91,938)$(68,999)$31,084 $30,263 $27,969 
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Q4 2020 Supplemental
Page 8


FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1):4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Net (loss) income available to common shareholders of EPR Properties$(26,011)$(91,938)$(68,999)$31,084 $30,263 $27,969 
Gain on sale of real estate(49,877)— (22)(220)(5,648)(14,303)
Impairment of real estate investments, net (2)22,832 11,561 36,255 — 23,639 — 
Real estate depreciation and amortization41,786 41,791 42,151 43,525 44,242 44,863 
Allocated share of joint venture depreciation361 369 378 383 551 553 
Impairment charges on joint ventures— — 3,247 — — — 
FFO available to common shareholders of EPR Properties$(10,909)$(38,217)$13,010 $74,772 $93,047 $59,082 
FFO available to common shareholders of EPR Properties$(10,909)$(38,217)$13,010 $74,772 $93,047 $59,082 
Add: Preferred dividends for Series C preferred shares— — — 1,939 1,937 — 
Add: Preferred dividends for Series E preferred shares— — — 1,939 1,939 — 
Diluted FFO available to common shareholders of EPR Properties$(10,909)$(38,217)$13,010 $78,650 $96,923 $59,082 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties$(10,909)$(38,217)$13,010 $74,772 $93,047 $59,082 
Costs associated with loan refinancing or payoff812 — 820 — 43 38,407 
Transaction costs814 2,776 771 1,075 5,784 5,959 
Severance expense2,868 — — — 423 1,521 
Termination fee included in gain on sale— — — — 1,217 11,324 
Gain on insurance recovery (included in other income)(809)— — — — — 
Impairment of operating lease right-of-use assets (2)— — 15,009 — — — 
Credit loss expense20,312 5,707 3,484 1,192 — — 
Deferred income tax expense (benefit)— 18,035 (1,676)(1,113)(847)(984)
FFO as adjusted available to common shareholders of EPR Properties$13,088 $(11,699)$31,418 $75,926 $99,667 $115,309 
FFO as adjusted available to common shareholders of EPR Properties$13,088 $(11,699)$31,418 $75,926 $99,667 $115,309 
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 as adjusted available to common shareholders of EPR Properties$13,088 $(11,699)$31,418 $79,804 $103,543 $119,187 
FFO per common share:
Basic$(0.15)$(0.51)$0.17 $0.95 $1.19 $0.76 
Diluted(0.15)(0.51)0.17 0.95 1.18 0.76 
FFO as adjusted per common share:
Basic$0.18 $(0.16)$0.41 $0.97 $1.27 $1.49 
Diluted0.18 (0.16)0.41 0.97 1.26 1.46 
Shares used for computation (in thousands):
Basic74,615 74,613 76,310 78,467 78,456 77,632 
Diluted74,615 74,613 76,310 78,476 78,485 77,664 
Effect of dilutive Series C preferred shares— — — 2,232 2,184 2,170 
Effect of dilutive Series E preferred shares— — — 1,664 1,640 1,634 
Adjusted weighted-average shares outstanding-diluted Series C and Series E74,615 74,613 76,310 82,372 82,309 81,468 
(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.
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Q4 2020 Supplemental
Page 9


ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1):4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
FFO available to common shareholders of EPR Properties
$(10,909)$(38,217)$13,010 $74,772 $93,047 $59,082 
Adjustments:
Costs associated with loan refinancing or payoff
812 — 820 — 43 38,407 
Transaction costs814 2,776 771 1,075 5,784 5,959 
Impairment of operating lease right-of-use assets (2)— — 15,009 — — — 
Credit loss expense20,312 5,707 3,484 1,192 — — 
Severance expense2,868 — — — 423 1,521 
Termination fees included in gain on sale
— — — — 1,217 11,324 
Gain on insurance recovery (included in other income)(809)— — — — — 
Deferred income tax expense (benefit)— 18,035 (1,676)(1,113)(847)(984)
Non-real estate depreciation and amortization228 268 299 285 288 271 
Deferred financing fees amortization1,823 1,498 1,651 1,634 1,621 1,552 
Share-based compensation expense to management and trustees
3,437 3,410 3,463 3,509 3,349 3,372 
Amortization of above/below market leases, net and tenant allowances(96)(124)(108)(152)(119)(107)
Maintenance capital expenditures (3)(247)(8,911)(1,291)(928)(2,276)(2,370)
Straight-lined rental revenue(898)17,969 (2,229)9,708 (3,516)(4,399)
Straight-lined ground sublease expense150 216 207 176 237 256 
Non-cash portion of mortgage and other financing income
(133)71 (97)(91)(91)(237)
AFFO available to common shareholders of EPR Properties$17,352 $2,698 $33,313 $90,067 $99,160 $113,647 
AFFO available to common shareholders of EPR Properties$17,352 $2,698 $33,313 $90,067 $99,160 $113,647 
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 AFFO available to common shareholders of EPR Properties$17,352 $2,698 $33,313 $93,945 $103,036 $117,525 
Weighted average diluted shares outstanding (in thousands)
74,615 74,613 76,310 78,476 78,485 77,664 
Effect of dilutive Series C preferred shares— — — 2,232 2,184 2,170 
Effect of dilutive Series E preferred shares— — — 1,664 1,640 1,634 
Adjusted weighted-average shares outstanding-diluted74,615 74,613 76,310 82,372 82,309 81,468 
AFFO per diluted common share$0.23 $0.04 $0.44 $1.14 $1.25 $1.44 
Dividends declared per common share$— $— $0.3825 $1.1325 $1.1250 $1.1250 
AFFO payout ratio (4)— %— %87 %99 %90 %78 %
(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.
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Q4 2020 Supplemental
Page 10


CAPITAL STRUCTURE AS OF DECEMBER 31, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
BONDS/TERM LOAN/OTHER (1) (2)UNSECURED CREDIT FACILITY (3)UNSECURED SENIOR NOTESTOTALWEIGHTED AVG INTEREST RATE
YEAR
2021$— $— $— $— —%
2022— 590,000 — 590,000 2.13%
2023400,000 — 275,000 675,000 4.76%
2024— — 148,000 148,000 5.60%
2025— — 300,000 300,000 4.50%
2026— — 642,000 642,000 5.07%
2027— — 450,000 450,000 4.50%
2028— — 400,000 400,000 4.95%
2029— — 500,000 500,000 3.75%
2030— — — — —%
2031— — — — —%
Thereafter24,995 — — 24,995 1.39%
Less: deferred financing costs, net— — — (35,552)—%
$424,995 $590,000 $2,715,000 $3,694,443 4.24%
BALANCEWEIGHTED AVG INTEREST RATEWEIGHTED AVG MATURITY
Fixed rate unsecured debt (1)$3,115,000 4.66 %5.54 
Fixed rate secured debt (2)24,995 1.39 %26.58
Variable rate unsecured debt590,000 2.13 %1.16
Less: deferred financing costs, net(35,552)— %— 
     Total$3,694,443 4.24 %4.99
(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:
BALANCERATE
COMMITMENTAT 12/31/2020MATURITYAT 12/31/2020
$1,000,000$590,000February 27, 20222.125%
Note: This facility has a seven-month extension available at the Company's option (solely with respect to the unsecured revolving credit portion of the facility) and includes an accordion feature pursuant to which the maximum borrowing amount under the combined unsecured revolving credit and term loan facility can be increased from $1.4 billion to $2.4 billion, in each case, subject to certain terms and conditions. Rate at December 31, 2020 excludes the facility fee of 0.375%.
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Q4 2020 Supplemental
Page 11


CAPITAL STRUCTURE AS OF DECEMBER 31, 2020 AND 2019
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT:December 31, 2020December 31, 2019
Unsecured revolving variable rate credit facility, LIBOR + 1.625% at December 31, 2020, due February 27, 2022 (1)(2)(3)$590,000 $— 
Unsecured term loan payable, LIBOR + 2.00% at December 31, 2020 with $350,000 fixed at 4.40% and $50,000 fixed at 4.60%, due February 27, 2023 (1)(2)400,000 400,000 
Senior unsecured notes payable, 5.25%, due July 15, 2023275,000 275,000 
Senior unsecured notes payable, 5.60% at December 31, 2020, due August 22, 2024 (1)148,000 148,000 
Senior unsecured notes payable, 4.50%, due April 1, 2025300,000 300,000 
Senior unsecured notes payable, 5.81% at December 31, 2020, due August 22, 2026 (1)192,000 192,000 
Senior unsecured notes payable, 4.75%, due December 15, 2026450,000 450,000 
Senior unsecured notes payable, 4.50%, due June 1, 2027450,000 450,000 
Senior unsecured notes payable, 4.95%, due April 15, 2028400,000 400,000 
Senior unsecured notes payable, 3.75%, due August 15, 2029500,000 500,000 
Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 204724,995 24,995 
Less: deferred financing costs, net(35,552)(37,165)
Total debt$3,694,443 $3,102,830 

(1) During the year ended December 31, 2020, the Company amended its Consolidated Credit Agreement and its Note Purchase Agreement. The amendments modified certain provisions and waived certain covenants of the revolving credit and term loan facilities and the private placement notes through December 31, 2021 (subject to certain conditions) 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 Company pays higher interest costs during the Covenant Relief Period but interest rates return to pre-waiver levels after the Covenant Relief Period, with the revolving credit and term loan facilities continuing to be subject to the Company's unsecured ratings. The amendments to the Consolidated Credit Agreement and Note Purchase Agreement also 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, and share repurchases, in each case subject to certain exceptions. Subsequent to December 31, 2020, the Company paid down $500.0 million on its revolving credit facility and paid down approximately $23.8 million on its private placement notes in accordance with the Third Amendment to its Private Placement Note Purchase Agreement.

(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.
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Q4 2020 Supplemental
Page 12


CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF DECEMBER 31, 2020
Moody'sBaa3 (negative)
FitchBB+ (negative)
Standard and Poor'sBB+ (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 December 31, 2020 and September 30, 2020 are:
ActualActual
NOTE COVENANTSRequired4th Quarter 2020 (1)3rd Quarter 2020 (1)
Limitation on incurrence of total debt (Total Debt/Total Assets)≤ 60%48%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 x2.1x2.7x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)≥ 150% of unsecured debt197%193%
(1) See page 14 for details of calculations.

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Q4 2020 Supplemental
Page 13


CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS:December 31, 2020TOTAL DEBT:December 31, 2020
Total Assets per balance sheet$6,704,185 Secured debt obligations$24,995 
Add: accumulated depreciation1,062,087 Unsecured debt obligations:
Less: intangible assets, net(41,632)Unsecured debt3,705,000 
Total Assets$7,724,640 Outstanding letters of credit— 
Guarantees— 
TOTAL UNENCUMBERED ASSETS:December 31, 2020Derivatives at fair market value, net, if liability13,994 
Unencumbered real estate assets, gross$6,214,647 Total unsecured debt obligations:3,718,994 
Cash and cash equivalents1,025,577 Total Debt$3,743,989 
Land held for development23,225 
Property under development57,630 
Total Unencumbered Assets$7,321,079 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE:4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 2020TRAILING TWELVE MONTHS
Adjusted EBITDAre$68,633 $70,930 $77,191 $130,627 $347,381 
Accounts receivable write-offs from prior periods (1)— (1,800)(15,751)(283)(17,834)
Less: straight-line rental revenue, net, included in adjusted EBITDAre(1,768)(1,958)(2,229)(2,824)(8,779)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE$66,865 $67,172 $59,211 $127,520 $320,768 
ANNUAL DEBT SERVICE:
Interest expense, gross$43,341 $42,312 $39,281 $36,794 $161,728 
Less: deferred financing fees amortization(1,823)(1,498)(1,651)(1,634)(6,606)
ANNUAL DEBT SERVICE$41,518 $40,814 $37,630 $35,160 $155,122 
DEBT SERVICE COVERAGE1.6 1.6 1.6 3.6 2.1 
(1) For purposes of the bond calculation of Consolidated Income Available for Debt Service, the accounts receivable write-offs that were recognized in the third and fourth quarters of 2020 were reclassified to the quarter such amounts were recognized originally as revenue.
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2020
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITYSHARES OUTSTANDINGPRICE PER SHARE AT DECEMBER 31, 2020LIQUIDIATION PREFERENCEDIVIDEND RATECONVERTIBLECONVERSION RATIO AT DECEMBER 31, 2020CONVERSION PRICE AT DECEMBER 31, 2020
Common shares74,602,789$32.50N/A(1)N/AN/AN/A
Series C5,394,050$23.00$134,8515.750%Y0.4137$60.43
Series E3,447,381$31.68$86,1859.000%Y0.4826$51.80
Series G6,000,000$23.40$150,0005.750%NN/AN/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.


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SUMMARY OF RATIOS
(UNAUDITED)
4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Net debt to gross assets40%42%41%38%37%40%
Net debt/Adjusted EBITDAre ratio (1)(2)Footnote 9Footnote 9Footnote 95.14.65.2
Adjusted net debt/Annualized adjusted EBITDAre (3)(4)Footnote 9Footnote 9Footnote 94.94.85.2
Interest coverage ratio (5)Footnote 9Footnote 9Footnote 93.63.83.8
Fixed charge coverage ratio (5)Footnote 9Footnote 9Footnote 93.13.33.3
Debt service coverage ratio (5)Footnote 9Footnote 9Footnote 93.63.83.8
FFO payout ratio (6)—%—%225%119%95%148%
FFO as adjusted payout ratio (7)—%—%93%117%89%77%
AFFO payout ratio (8)—%—%87%99%90%78%
(1) See pages 22 through 24 for definitions.
(2) Adjusted EBITDAre 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 EBITDAre is Adjusted EBITDAre 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 EBITDAre and Annualized Adjusted EBITDAre. 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 the COVID-19 pandemic and the associated accounting for tenant rent deferrals and other lease modifications.
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SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
CARRYING AMOUNT AS OF (2)
DESCRIPTIONINTEREST RATEPAYOFF DATE/MATURITY DATEOUTSTANDING PRINCIPAL AMOUNT OF MORTGAGEDecember 31, 2020December 31, 2019 (1)
Attraction property Powells Point, North Carolina
7.75%
6/30/2025
$28,007 $27,045 $27,423 
Fitness & wellness property Omaha, Nebraska
7.85%
1/3/2027
10,905 11,225 10,977 
Fitness & wellness property Merriam, Kansas
7.55%
7/31/2029
9,095 9,355 5,985 
Ski property Girdwood, Alaska
8.24%
12/31/2029
40,869 40,680 37,000 
Fitness & wellness property Omaha, Nebraska7.85%
6/30/2030
8,410 8,630 5,803 
Experiential lodging property Nashville, Tennessee
7.01%
9/30/2031
71,223 67,235 70,396 
Eat & play property Austin, Texas
11.31%
6/1/2033
11,361 11,929 11,582 
Ski property West Dover and Wilmington, Vermont11.78%
12/1/2034
51,050 51,031 51,050 
Four ski properties Ohio and Pennsylvania
10.91%
12/1/2034
37,562 37,413 37,562 
Ski property Chesterland, Ohio
11.38%
12/1/2034
4,550 4,396 4,550 
Ski property Hunter, New York
8.57%
1/5/2036
21,000 21,000 21,000 
Eat & play property Midvale, Utah10.25%
5/31/2036
17,505 18,289 17,505 
Eat & play property West Chester, Ohio
9.75%
8/1/2036
18,068 18,830 18,068 
Private school property Mableton, Georgia9.02%
4/30/2037
5,088 5,278 5,048 
Fitness & wellness property Fort Collins, Colorado
7.85%
1/31/2038
10,292 10,408 10,360 
Early childhood education center Lake Mary, Florida
7.87%
5/9/2039
4,200 4,348 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 3,737 4,024 
Total
$367,844 $365,628 $357,391 

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

(2) Amounts include accrued interest.
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INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED DECEMBER 31, 2020
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$4,203 $2,245 $1,847 $111 $— $— 
Eat & Play4,690 4,937 (247)— — — 
Attractions14 — 14 — — — 
Ski1,999 — — — 1,999 — 
Experiential Lodging3,441 2,926 515 — — — 
Cultural6,137 — — 6,134 — 
Fitness & Wellness2,281 — — — 2,281 — 
Total Experiential22,765 10,108 2,132 111 10,414 — 
Total Investment Spending$22,765 $10,108 $2,132 $111 $10,414 $— 
INVESTMENT SPENDING YEAR ENDED DECEMBER 31, 2020
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$33,162 $5,760 $5,183 $22,219 $— $— 
Eat & Play19,679 18,852 827 — — — 
Attractions669 — 669 — — — 
Ski2,088 — — — 2,088 — 
Experiential Lodging17,114 13,775 1,649 — — 1,690 
Cultural6,293 — 159 — 6,134 — 
Fitness & Wellness6,049 — — — 6,049 — 
Total Experiential85,054 38,387 8,487 22,219 14,271 1,690 
Early Childhood Education Centers— — — — 
Total Education— — — — 
Total Investment Spending$85,057 $38,387 $8,487 $22,219 $14,274 $1,690 
2020 DISPOSITIONS
THREE MONTHS ENDED DECEMBER 31, 2020YEAR ENDED DECEMBER 31, 2020
INVESTMENT TYPETOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTESTOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
Theatres$21,183 $21,183 $— $21,183 $21,183 $— 
Eat & Play1,563 1,563 — 1,563 1,563 — 
Total Experiential22,746 22,746 — 22,746 22,746 — 
Early Childhood Education Centers15,449 15,449 — 19,288 19,288 — 
Private Charter Schools185,709 185,709 — 185,709 185,709 — 
Total Education201,158 201,158 — 204,997 204,997 — 
Total Dispositions$223,904 $223,904 $— $227,743 $227,743 $— 

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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT DECEMBER 31, 2020 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
DECEMBER 31, 2020OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT# OF PROJECTS1ST QUARTER 20212ND QUARTER 20213RD QUARTER 20214TH QUARTER 2021THEREAFTERTOTAL EXPECTED COSTS (2)% LEASED
Total Build-to-Suit (3)$42,553 9$7,528 $8,575 $7,750 $4,050 $100 $70,556 100 %
Non Build-to-Suit Development
15,077 
Total Property Under Development
$57,630 
DECEMBER 31, 2020OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS1ST QUARTER 20212ND QUARTER 20213RD QUARTER 20214TH QUARTER 2021THEREAFTERTOTAL IN-SERVICE (2)ACTUAL IN-SERVICE 4TH QUARTER 2020
Total Build-to-Suit9$7,108 $23,451 $13,260 $25,049 $1,688 $70,556 $400 
DECEMBER 31, 2020MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE# OF PROJECTS1ST QUARTER 20212ND QUARTER 20213RD QUARTER 20214TH QUARTER 2021THEREAFTERTOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes
$58,666 3$4,550 $4,025 $— $— $10,320 $77,561 
Non Build-to-Suit Mortgage Notes
306,962 
Total Mortgage Notes Receivable
$365,628 
(1) This schedule includes only those properties for which the Company has commenced construction as of December 31, 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 $15.6 million for 2021.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.
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LEASE EXPIRATIONS
AS OF DECEMBER 31, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
YEARTOTAL NUMBER OF PROPERTIESRENTAL REVENUE FOR THE YEAR ENDED DECEMBER 31, 2020 (1)(2)% OF TOTAL REVENUE (2)
2021— $— — %
20221,814 — %
2023953 — %
20246,294 %
20252,673 %
20263,595 %
202711 18,660 %
202811 9,912 %
202912 10,401 %
203022 22,405 %
203113 6,702 %
203219 11,988 %
20338,343 %
203441 28,130 %
203533 58,482 14 %
203622 21,634 %
203732 38,372 %
203835 26,223 %
20396,739 %
20401,923 — %
Thereafter35 25,630 %
320 $310,873 75 %
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 year ended December 31, 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 year ended December 31, 2020 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
(2) Includes the write-offs of straight line rent receivables of $38.0 million and receivables from tenants of $27.1 million against rental revenue during the year ended December 31, 2020.
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TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
PERCENTAGE OF TOTAL REVENUEPERCENTAGE OF TOTAL REVENUE
FOR THE THREE MONTHS ENDEDFOR THE YEAR ENDED
CUSTOMERSDECEMBER 31, 2020DECEMBER 31, 2020
1.Topgolf21.8%19.5%
2.Cinemark11.3%10.1%
3.AMC Theatres (1)4.0%7.2%
4.Vail Resorts7.4%6.6%
5.Basis Independent Schools7.3%5.6%
6.Camelback Resort6.2%5.1%
7.Six Flags4.3%3.9%
8.Endeavor Schools4.0%3.6%
9.Regal Cinemas (2)0.9%3.1%
10.Empire Resorts2.8%2.6%
Total70.0%67.3%

(1) During the year ended December 31, 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 the COVID-19 pandemic.

(2) During the year ended December 31, 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 the COVID-19 pandemic.
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DEFINITIONS - NON-GAAP FINANCIAL MEASURES

EBITDAre
The National Association of Real Estate Investment Trusts (“NAREIT”) developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net (loss) 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 (loss) income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, 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 EBITDAre is Adjusted EBITDAre 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 months and year ended December 31, 2020, Adjusted EBITDAre was further adjusted to add back prior period receivable write-offs related to certain theatre tenants placed on cash basis or receiving abatements during the respective periods.

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



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NET DEBT TO ADJUSTED EBITDAre RATIO AND ADJUSTED NET DEBT TO ANNUALIZED ADJUSTED EBITDAre RATIO
Net Debt to Adjusted EBITDAre ratio and Adjusted Net Debt to Annualized Adjusted EBITDAre 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 (loss) 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 (loss) 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 (loss) 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 gain on insurance recovery and 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 (loss) 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, impairment of operating lease right-of-use assets, termination fees associated with tenants' exercises of public charter school buy-out options, non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense to management and trustees and amortization of above and below market leases, net and tenant allowances and by subtracting 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, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net (loss) 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 (loss) income or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.

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INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net (loss) 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 insurance recovery, 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.


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Page 24





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Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Fourth Quarter and Year Ended December 31, 2020

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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1):4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Net (loss) income$(19,977)$(85,904)$(62,965)$37,118 $36,297 $34,003 
Impairment charges22,832 11,561 51,264 — 23,639 — 
Impairment charges on joint ventures— — 3,247 — — — 
Transaction costs814 2,776 771 1,075 5,784 5,959 
Credit loss expense20,312 5,707 3,484 1,192 — — 
Interest expense, gross43,341 42,312 39,281 36,794 36,442 37,575 
Severance expense2,868 — — — 423 1,521 
Depreciation and amortization42,014 42,059 42,450 43,810 44,530 45,134 
Share-based compensation expense
to management and trustees3,437 3,410 3,463 3,509 3,348 3,372 
Costs associated with loan refinancing or payoff812 — 820 — 43 38,407 
Interest cost capitalized(404)(325)(242)(262)(273)(386)
Straight-line rental revenue(898)17,969 (2,229)9,708 (3,516)(4,399)
Gain on sale of real estate
(49,877)— (22)(220)(5,648)(14,303)
Gain on insurance recovery
(809)— — — — — 
Prepayment fees— — — — — (1,760)
Deferred income tax expense (benefit) — 18,035 (1,676)(1,113)(847)(984)
Interest coverage amount$64,465 $57,600 $77,646 $131,611 $140,222 $144,139 
Interest expense, net$42,838 $41,744 $38,340 $34,753 $34,907 $36,640 
Interest income99 243 699 1,779 1,262 549 
Interest cost capitalized404 325 242 262 273 386 
Interest expense, gross$43,341 $42,312 $39,281 $36,794 $36,442 $37,575 
Interest coverage ratioFootnote 2Footnote 2Footnote 23.6 3.8 3.8 
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount$64,465 $57,600 $77,646 $131,611 $140,222 $144,139 
Interest expense, gross$43,341 $42,312 $39,281 $36,794 $36,442 $37,575 
Preferred share dividends6,034 6,034 6,034 6,034 6,034 6,034 
Fixed charges$49,375 $48,346 $45,315 $42,828 $42,476 $43,609 
Fixed charge coverage ratioFootnote 2Footnote 2Footnote 23.1 3.3 3.3 
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount$64,465 $57,600 $77,646 $131,611 $140,222 $144,139 
Interest expense, gross$43,341 $42,312 $39,281 $36,794 $36,442 $37,575 
Recurring principal payments— — — — — — 
Debt service$43,341 $42,312 $39,281 $36,794 $36,442 $37,575 
Debt service coverage ratioFootnote 2Footnote 2Footnote 23.6 3.8 3.8 
(1) See pages 22 through 24 for definitions.
(2) Not presented as this ratio is not meaningful given the continuing disruption caused by the COVID-19 pandemic 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.
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RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 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:
4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Net cash provided (used) by operating activities$5,795 $2,065 $(31,631)$89,044 $102,268 $127,506 
Equity in loss from joint ventures(1,364)(1,044)(1,724)(420)(905)(435)
Amortization of deferred financing costs(1,823)(1,498)(1,651)(1,634)(1,621)(1,552)
Amortization of above and below market leases, net and tenant allowances
96 124 108 152 119 107 
Changes in assets and liabilities, net:
Amortization of operating lease assets and liabilities
230 (14)(287)(273)(161)(1,323)
Mortgage notes and related accrued interest receivable
3,297 1,154 2,613 512 (8)(1,155)
Accounts receivable4,422 (5,053)62,163 (14,149)14,320 (500)
Direct financing lease receivable— — — — 17 52 
Other assets(367)(2,208)819 4,454 (1,888)(2,245)
Accounts payable and accrued liabilities404 (4,348)6,555 13,517 (21,851)(5,639)
Unearned rents and interest9,312 5,690 3,100 (6,907)11,132 (8,769)
Straight-line rental revenue(898)17,969 (2,229)9,708 (3,516)(4,399)
Interest expense, gross43,341 42,312 39,281 36,794 36,442 37,575 
Interest cost capitalized(404)(325)(242)(262)(273)(386)
Transaction costs814 2,776 771 1,075 5,784 5,959 
Severance expense (cash portion)1,610 — — — 363 1,103 
Prepayment fees— — — — — (1,760)
Interest coverage amount (1)$64,465 $57,600 $77,646 $131,611 $140,222 $144,139 
Net cash provided (used) by investing activities$204,883 $(17,919)$(13,219)$(39,759)$381,255 $176,446 
Net cash (used) provided by financing activities$(170,716)$(5,994)$(175,358)$649,237 $(73,886)$(194,098)
(1) See pages 22 through 24 for definitions.
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RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre, ANNUALIZED ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDAre (4):4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Net (loss) income$(19,977)$(85,904)$(62,965)$37,118 $36,297 $34,003 
Interest expense, net42,838 41,744 38,340 34,753 34,907 36,640 
Income tax expense (benefit)402 18,417 (1,312)(751)(530)(600)
Depreciation and amortization42,014 42,059 42,450 43,810 44,530 45,134 
Gain on sale of real estate(49,877)— (22)(220)(5,648)(14,303)
Impairment of real estate investments, net (3)22,832 11,561 36,255 — 23,639 — 
Costs associated with loan refinancing or payoff812 — 820 — 43 38,407 
Allocated share of joint venture depreciation361 369 378 383 551 553 
Allocated share of joint venture interest expense872 741 736 735 735 739 
Impairment charges on joint ventures— — 3,247 — — — 
EBITDAre$40,277 $28,987 $57,927 $115,828 $134,524 $140,573 
Gain on insurance recovery (1)(809)— — — — — 
Severance expense2,868 — — — 423 1,521 
Transaction costs814 2,776 771 1,075 5,784 5,959 
Credit loss expense
20,312 5,707 3,484 1,192 — — 
Accounts receivable write-offs from prior periods (2)4,301 13,533 — — — — 
Straight-line receivable write-offs from prior periods (2)870 19,927 — 12,532 — — 
Impairment of operating lease right-of-use assets (3)— — 15,009 — — — 
Prepayment fees
— — — — — (1,760)
Adjusted EBITDAre (for the quarter)$68,633 $70,930 $77,191 $130,627 $140,731 $146,293 
Adjusted EBITDAre (5)Footnote 10Footnote 10Footnote 10$522,508 $562,924 $585,172 
ANNUALIZED ADJUSTED EBITDAre (4):
Adjusted EBITDAre (for the quarter)Footnote 10Footnote 10Footnote 10$130,627 $140,731 $146,293 
Corporate/unallocated and other NOI(145)403 (2,173)
In-service and disposition adjustments (6)1,351 (4,580)528 
Percentage rent/participation adjustments (7)979 (2,947)206 
Non-recurring adjustments (8)3,999 1,170 213 
Annualized Adjusted EBITDAre (for the quarter)$136,811 $134,777 $145,067 
Annualized Adjusted EBITDAre (9)$547,244 $539,108 $580,268 
See footnotes on following page.
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(1) Included in other income 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:
4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Income from settlement of foreign currency swap contracts$110 $154 $408 $368 $252 $274 
Gain on insurance recovery809 — — — — — 
Operating income from operated properties45 16 7,201 7,996 11,188 
Miscellaneous income12 — 138 
Other income$968 $182 $416 $7,573 $8,386 $11,464 
(2) 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:
4TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 20193RD QUARTER 2019
Minimum rent$79,342 $83,230 $89,589 $138,219 $139,529 $139,844 
Accounts receivable write-offs from prior periods(4,301)(13,533)— — — — 
Tenant reimbursements4,831 2,413 4,169 3,698 5,790 5,129 
Percentage rent3,040 1,303 1,454 2,757 6,428 3,032 
Straight-line rental revenue1,768 1,958 2,229 2,824 2,926 2,866 
Straight-line write-offs from prior periods(870)(19,927)— (12,532)— — 
Other rental revenue201 147 90 77 92 91 
Rental revenue$84,011 $55,591 $97,531 $135,043 $154,765 $150,962 
(3) 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.
(4) See pages 22 through 24 for definitions.
(5) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
(6) 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.
(7) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing twelve month amount divided by four.
(8) Non-recurring adjustments relate to properties under operating agreements with third parties, as applicable, and COVID-19 related adjustments.
(9) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
(10) Not presented as this metric is not meaningful given the continuing disruption caused by the COVID-19 pandemic 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.
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