8-K
Epr Properties (EPR)
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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): November 3, 2021
EPR Properties
(Exact name of registrant as specified in its charter)
| Maryland | 001-13561 | 43-1790877 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) | 909 Walnut Street, | Suite 200 | |||
| --- | --- | --- | --- | ||||
| Kansas City, | Missouri | 64106 | |||||
| (Address of principal executive offices) (Zip Code) | (816) | 472-1700 | |||||
| --- | --- |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, par value $0.01 per share | EPR | New York Stock Exchange |
| 5.75% Series C cumulative convertible preferred shares, par value $0.01 per share | EPR PrC | New York Stock Exchange |
| 9.00% Series E cumulative convertible preferred shares, par value $0.01 per share | EPR PrE | New York Stock Exchange |
| 5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share | EPR PrG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On November 3, 2021, the Company announced its results of operations and financial condition for the third quarter and nine months ended September 30, 2021. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.
In addition, on November 3, 2021, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the third quarter and nine months ended September 30, 2021, the text of which are set forth in Exhibits 99.2 and 99.3 hereto, respectively, and are hereby incorporated by reference herein.
The information set forth in Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release dated November 3, 2021 issued by EPR Properties announcing its results of operations and financial condition for the third quarter and nine months ended September 30, 2021. |
| 99.2 | Investor slide presentation for the third quarter and nine months ended September 30, 2021, made available by EPR Properties on November 3, 2021. |
| 99.3 | Supplemental Operating and Financial Data for the third quarter and nine months ended September 30, 2021, made available by EPR Properties on November 3, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EPR PROPERTIES | |
|---|---|
| By: | /s/ Mark A. Peterson |
| Mark A. Peterson | |
| Executive Vice President, Treasurer and Chief Financial<br>Officer |
Date: November 3, 2021
Document
Exhibit 99.1
EPR PROPERTIES REPORTS THIRD QUARTER 2021 RESULTS
Raises 2021 Earnings Guidance
Kansas City, MO, November 3, 2021 -- EPR Properties (NYSE:EPR) today announced operating results for the third quarter and nine months ended September 30, 2021 (dollars in thousands, except per share data):
| Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2020 (2) | 2021 | 2020 (2) | |||||
| Total revenue | 139,647 | $ | 63,877 | $ | 376,774 | $ | 321,249 |
| Net income (loss) available to common shareholders | (91,938) | 35,949 | (129,853) | ||||
| Net income (loss) available to common shareholders per diluted common share | (1.23) | 0.48 | (1.70) | ||||
| Funds From Operations as adjusted (FFOAA) (1) | (11,699) | 150,413 | 95,645 | ||||
| FFOAA per diluted common share (1) | (0.16) | 2.01 | 1.25 | ||||
| Adjusted Funds From Operations (AFFO) (1) | 2,698 | 160,647 | 126,078 | ||||
| AFFO per diluted common share (1) | 0.04 | 2.15 | 1.65 | ||||
| (1) A non-GAAP financial measure | |||||||
| (2) The operating results for the three and nine months ended September 30, 2020, include 49.8 million of straight-line and other receivable write-offs, or 0.67 per diluted share, related to moving two customers to cash basis for revenue recognition purposes at the end of the third quarter in 2020. These write-offs are reflected in all metrics in these columns except that AFFO per diluted share for the three and nine months ended September 30, 2020 excludes the impact of the straight-line portion of these write-offs totaling 23.9 million. |
All values are in US Dollars.
Third Quarter Company Headlines
•Quarterly Collections Continue to Exceed Expectations - Cash collections from customers continued to exceed expectations and were approximately 90% of contractual cash revenue for the third quarter of 2021. In addition, during the third quarter, the Company collected a total of $11.3 million of deferred rent and interest as well as $5.3 million on a previously reserved note receivable.
•New $1.0 Billion Revolving Credit Facility - In early October 2021, the Company entered into a new amended and restated $1.0 billion revolving credit facility that matures in October 2025 with options to extend for a total of 12 additional months, subject to conditions.
•Rating Agency Upgrades - During September 2021, the Company received an investment grade rating from S&P on its unsecured debt with a stable outlook, adding to its current investment grade rating from Moody's, who raised its outlook to stable during October 2021.
•Successful Debt Issuance Lowers Cost of Capital and Extends Maturities – In October 2021, the Company closed on a public offering of $400.0 million in unsecured notes due in November 2031 with an interest rate of 3.60%, a record low coupon for the Company, and provided notice that all $275.0 million of its 5.25% senior notes due in 2023 will be redeemed (including a make-whole premium) on November 12, 2021. Following this redemption, the Company will have no scheduled debt maturities until 2024.
•Strong Liquidity Position – In September 2021, the Company repaid its $400.0 million unsecured term loan facility, and as of September 30, 2021, the Company had cash on hand of $144.4 million and no borrowings on its $1.0 billion unsecured revolving credit facility. Furthermore, the net debt issuance described above provides additional liquidity.
CEO Comments
"The strength of the consumer-led recovery across our experiential properties was illustrated by our increased level of cash collections which exceeded our expectations," stated Greg Silvers, President and CEO of EPR Properties. "Our sustained progress has also been recognized by the ratings agencies as evidenced by our recent upgrades. We have also solidified our balance sheet position and enhanced our liquidity with a new $1.0 billion credit facility and $400.0 million debt issuance. With an active pipeline, we are well-positioned to reaccelerate our growth and expand our portfolio with diversified experiential properties."
Collections
Cash collections from both accrual and cash basis tenants and borrowers continued to exceed expectations and were approximately $124.5 million or 90% of contractual cash revenue for the third quarter. Contractual cash revenue is an
operational measure and represents aggregate cash payments for which the Company is entitled under existing contracts, excluding the impact of any temporary abatements or deferrals, percentage rent (rents received over base amounts), non-cash revenue and revenue from taxable REIT subsidiaries (TRSs).
During the third quarter of 2021, the Company also collected deferred rent and interest from accrual basis tenants and borrowers that reduced receivables totaling $7.7 million and collected deferred rent and interest from cash basis customers totaling $3.6 million which were booked as additional revenue. Through September 30, 2021, the Company collected approximately $59.5 million of deferred rent and interest from both accrual and cash basis customers.
Additionally, during the third quarter, the Company collected $5.3 million from a borrower (bringing the total principal repayment from this borrower to $6.8 million through September 30, 2021) and was released from an additional $8.5 million in funding commitments. All of these amounts had been previously reserved by the Company. Accordingly, the Company recognized a benefit to loan loss reserves of $13.8 million related to this borrower during the third quarter and $15.3 million for the nine months ended September 30, 2021. Note that loan loss reserve activity is excluded from Funds From Operations as Adjusted or “FFOAA” (a non-GAAP financial measure).
Collections activity for the third quarter of 2021 is summarized below:
| Cash Collections for Quarter Ended September 30, 2021 | |||
|---|---|---|---|
| ( in millions) | |||
| % of Contractual Cash Revenue * | |||
| Collections related to Q3 | 124.5 | 90 | % |
| Deferral Repayments - Accrual Tenants (Reduction of receivables) | 5 | % | |
| Deferral Repayments in Revenue - Cash Basis Tenants | 3 | % | |
| Note Repayments - Cash Basis Tenants (Credit loss recovery) | 4 | % | |
| Total Cash Received ** | 141.1 | 102 | % |
| *Contractual Cash Revenue = 138.4 | |||
| **Excludes Percentage Rent and Revenue from TRSs |
All values are in US Dollars.
New Revolving Credit Facility
On October 6, 2021, the Company entered into a new amended and restated senior unsecured revolving credit facility. The new facility, which will mature on October 6, 2025, replaced the Company’s existing $1.0 billion senior unsecured revolving credit facility and $400.0 million senior unsecured term loan facility. The new facility provides for an initial maximum principal amount of borrowing availability of $1.0 billion with an accordion feature under which the Company may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The new facility has the same pricing terms and financial covenants as the prior facility (with improved valuation of certain asset types), as well as customary covenants and events of default. The Company has two options to extend the maturity date of the new credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default.
On September 13, 2021, the Company repaid its $400.0 million senior unsecured term loan facility using cash on hand and recognized a non-cash write-off of $1.5 million in deferred financing costs as well as the cash settlement of the related interest rate swaps of $3.2 million.
Rating Agency Upgrades
During September 2021, the Company received an investment grade rating from S&P Global Ratings ("S&P") on its unsecured debt, adding to its current investment grade rating from Moody's Investors Services ("Moody's"). S&P has assigned the Company a 'BBB-' issuer-level credit rating on its unsecured debt with a stable outlook. Additionally, in October 2021, Moody's revised its outlook on the Company's 'Baa3' investment grade rating on its unsecured debt from negative to stable.
The Company previously caused certain of its key subsidiaries to guarantee its obligations under its existing bank credit facility, private placement notes and senior unsecured bonds due to a decrease in the Company's credit ratings resulting from the impact of the COVID-19 pandemic. As a result of the Company obtaining an investment grade rating on its long-term unsecured debt from both S&P and Moody's, the Company's subsidiary guarantors were released from their guarantees under these debt agreements in accordance with the terms of such agreements.
New Debt Issuance and Debt Redemption
On October 27, 2021, the Company closed on the public offering of $400.0 million in senior unsecured notes due November 15, 2031. These notes bear interest at an annual interest rate of 3.60%, a record low coupon for the Company.
In conjunction with the pricing of the above senior unsecured notes, the Company delivered notice of redemption to redeem all of the $275.0 million principal amount of its 5.25% senior notes due in 2023. The redemption date has been set for November 12, 2021, and the Company will use a portion of the proceeds from the new senior unsecured notes to fund this redemption plus the make-whole premium payment estimated to be approximately $20.1 million based on interest rates as of October 29, 2021 (the final make-whole premium will be determined closer to the redemption date).
Strong Liquidity Position
The Company remains focused on maintaining strong liquidity and financial flexibility. The Company had $144.4 million of cash on hand at quarter-end and no borrowings on its $1.0 billion unsecured revolving credit facility. Additionally, the Company expects to generate additional liquidity after issuing the $400.0 million of 3.60% senior notes due in 2031 and redeeming the $275.0 million of 5.25% senior notes due in 2023 plus the make-whole premium.
Portfolio Update
The Company's total investments (a non-GAAP financial measure) were approximately $6.5 billion at September 30, 2021 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 and undeveloped land inventory) consisted of the following property types (owned or financed) at September 30, 2021:
•177 theatre properties;
•57 eat & play properties (including seven theatres located in entertainment districts);
•18 attraction properties;
•13 ski properties;
•eight experiential lodging properties;
•one gaming property;
•three cultural properties; and
•seven fitness & wellness properties.
As of September 30, 2021, the Company's owned Experiential portfolio consisted of approximately 19.4 million square feet, which was 95% leased and included a total of $40.4 million in property under development and undeveloped land inventory.
The Company's Education portfolio (excluding undeveloped land inventory) consisted of the following property types (owned or financed) at September 30, 2021:
•65 early childhood education center properties; and
•nine private school properties.
As of September 30, 2021, the Company's owned Education portfolio consisted of approximately 1.4 million square feet, which was 100% leased and included $1.7 million in undeveloped land inventory.
The combined owned portfolio consisted of 20.8 million square feet and was 96% leased.
Investment Update
The Company's investment spending during the three months ended September 30, 2021 totaled $39.3 million (bringing the total of investment spending for the nine months ended September 30, 2021 to $107.9 million), and included spending on Experiential build-to-suit development, redevelopment projects and the acquisition of a 95% interest in two joint ventures which acquired an experiential lodging property in Wisconsin for $25.2 million. The Company accounts for this investment under the equity method of accounting.
Capital Recycling
During the third quarter of 2021, the Company completed the sale of two land parcels for net proceeds of $2.2 million and recognized a gain on sale of $0.8 million. Disposition proceeds and mortgage note pay-offs totaled $35.9 million for the nine
months ended September 30, 2021. Subsequent to September 30, 2021, the Company completed the sale of two ski properties for net proceeds of $48.0 million and recognized a gain on sale of approximately $15.4 million.
Dividend Information
The Company declared regular monthly cash dividends during the third quarter of 2021 totaling $0.75 per common share. Additionally, 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.
Guidance
(Dollars in millions, except per share data):
| Measure | 2021 Guidance | ||||
|---|---|---|---|---|---|
| Net income available to common shareholders per diluted common share | $ | 0.76 | to | $ | 0.84 |
| FFOAA per diluted common share | $ | 2.95 | to | $ | 3.01 |
| Disposition proceeds | $ | 93.0 | to | $ | 103.0 |
The Company is increasing its 2021 guidance for FFOAA per diluted common share to a range of $2.95 to $3.01 from $2.76 to $2.86. At this time, the Company is not providing investment spending guidance. The 2021 guidance for FFOAA per diluted share includes only previously committed additional investment spending of approximately $6.1 million for the last three months of 2021.
The 2021 guidance for FFOAA per diluted share is based on a FFO per diluted common share range of $2.80 to $2.86 adjusted for transaction costs, costs associated with loan refinancing or payoff and credit loss (benefit) expense. FFO per diluted common share for 2021 is based on a net income available to common shareholders per diluted common share range of $0.76 to $0.84 less estimated gain on sale of real estate of $0.23 to $0.25, plus impairment of real estate investments, net of $0.04, estimated real estate depreciation of $2.18 and allocated share of joint venture depreciation of $0.05 (in accordance with the NAREIT definition of FFO).
Additional earnings guidance detail can be found in the Company's supplemental information package available in the Investor Center of the Company's website located at https://investors.eprkc.com/earnings-supplementals.
Conference Call Information
Management will host a conference call to discuss the Company's financial results on November 4, 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 1994089.
You may watch a replay of the webcast by visiting the Webcasts page at https://investors.eprkc.com/webcasts.
Quarterly Supplemental
The Company's supplemental information package for the third quarter and nine months ended September 30, 2021 is available in the Investor Center on the Company's website located at https://investors.eprkc.com/earnings-supplementals.
EPR Properties
Consolidated Statements of Income (Loss)
(Unaudited, dollars in thousands except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Rental revenue | $ | 123,040 | $ | 55,591 | $ | 341,537 | $ | 288,165 |
| Other income | 8,091 | 182 | 9,802 | 8,171 | ||||
| Mortgage and other financing income | 8,516 | 8,104 | 25,435 | 24,913 | ||||
| Total revenue | 139,647 | 63,877 | 376,774 | 321,249 | ||||
| Property operating expense | 13,815 | 13,759 | 43,806 | 42,181 | ||||
| Other expense | 7,851 | 2,680 | 13,428 | 15,012 | ||||
| General and administrative expense | 11,154 | 10,034 | 33,866 | 31,454 | ||||
| Costs associated with loan refinancing or payoff | 4,741 | — | 4,982 | 820 | ||||
| Interest expense, net | 36,584 | 41,744 | 114,090 | 114,837 | ||||
| Transaction costs | 2,132 | 2,776 | 3,342 | 4,622 | ||||
| Credit loss (benefit) expense | (14,096) | 5,707 | (19,677) | 10,383 | ||||
| Impairment charges | 2,711 | 11,561 | 2,711 | 62,825 | ||||
| Depreciation and amortization | 42,612 | 42,059 | 123,476 | 128,319 | ||||
| Income (loss) before equity in loss from joint ventures and other items | 32,143 | (66,443) | 56,750 | (89,204) | ||||
| Equity in loss from joint ventures | (418) | (1,044) | (3,000) | (3,188) | ||||
| Impairment charges on joint ventures | — | — | — | (3,247) | ||||
| Gain on sale of real estate | 787 | — | 1,499 | 242 | ||||
| Income (loss) before income taxes | 32,512 | (67,487) | 55,249 | (95,397) | ||||
| Income tax expense | (395) | (18,417) | (1,200) | (16,354) | ||||
| Net income (loss) | 32,117 | (85,904) | 54,049 | (111,751) | ||||
| Preferred dividend requirements | (6,033) | (6,034) | (18,100) | (18,102) | ||||
| Net income (loss) available to common shareholders of EPR Properties | $ | 26,084 | $ | (91,938) | $ | 35,949 | $ | (129,853) |
| Net income (loss) available to common shareholders of EPR Properties per share: | ||||||||
| Basic | $ | 0.35 | $ | (1.23) | $ | 0.48 | $ | (1.70) |
| Diluted | $ | 0.35 | $ | (1.23) | $ | 0.48 | $ | (1.70) |
| Shares used for computation (in thousands): | ||||||||
| Basic | 74,804 | 74,613 | 74,738 | 76,456 | ||||
| Diluted | 74,911 | 74,613 | 74,819 | 76,456 |
EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
| September 30, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Assets | ||||
| Real estate investments, net of accumulated depreciation of $1,142,513 and $1,062,087 at September 30, 2021 and December 31, 2020, respectively | $ | 4,800,561 | $ | 4,851,302 |
| Land held for development | 21,875 | 23,225 | ||
| Property under development | 20,166 | 57,630 | ||
| Operating lease right-of-use assets | 175,987 | 163,766 | ||
| Mortgage notes and related accrued interest receivable | 369,134 | 365,628 | ||
| Investment in joint ventures | 38,729 | 28,208 | ||
| Cash and cash equivalents | 144,433 | 1,025,577 | ||
| Restricted cash | 5,142 | 2,433 | ||
| Accounts receivable | 80,491 | 116,193 | ||
| Other assets | 64,639 | 70,223 | ||
| Total assets | $ | 5,721,157 | $ | 6,704,185 |
| Liabilities and Equity | ||||
| Accounts payable and accrued liabilities | $ | 87,021 | $ | 105,379 |
| Operating lease liabilities | 214,065 | 202,223 | ||
| Dividends payable | 24,835 | 6,070 | ||
| Unearned rents and interest | 79,692 | 65,485 | ||
| Debt | 2,684,063 | 3,694,443 | ||
| Total liabilities | 3,089,676 | 4,073,600 | ||
| Total equity | $ | 2,631,481 | $ | 2,630,585 |
| Total liabilities and equity | $ | 5,721,157 | $ | 6,704,185 |
Non-GAAP Financial Measures
Funds From Operations (FFO), Funds From Operations As Adjusted (FFOAA) and Adjusted Funds From Operations (AFFO)
The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income (loss) available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition.
In addition 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 and credit loss (benefit) 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 the impact of straight-lined ground sublease expense), and the non-cash portion of mortgage and other financing income.
FFO, FFOAA and AFFO are widely used measures of the operating performance of real estate companies and are provided here as supplemental measures to GAAP net income (loss) available to common shareholders and earnings per share, and management provides FFO, FFOAA and AFFO herein because it believes this information is useful to investors in this regard. FFO, FFOAA and AFFO are non-GAAP financial measures. FFO, FFOAA and AFFO do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO, FFOAA and AFFO the same way so comparisons with other REITs may not be meaningful.
The following table summarizes FFO, FFOAA and AFFO for the three and nine months ended September 30, 2021 and 2020 and reconciles such measures to net income (loss) available to common shareholders, the most directly comparable GAAP measure:
EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| FFO: | ||||||||
| Net income (loss) available to common shareholders of EPR Properties | $ | 26,084 | $ | (91,938) | $ | 35,949 | $ | (129,853) |
| Gain on sale of real estate | (787) | — | (1,499) | (242) | ||||
| Impairment of real estate investments, net (1) | 2,711 | 11,561 | 2,711 | 47,816 | ||||
| Real estate depreciation and amortization | 42,415 | 41,791 | 122,856 | 127,467 | ||||
| Allocated share of joint venture depreciation | 966 | 369 | 1,779 | 1,130 | ||||
| Impairment charges on joint ventures | — | — | — | 3,247 | ||||
| FFO available to common shareholders of EPR Properties | $ | 71,389 | $ | (38,217) | $ | 161,796 | $ | 49,565 |
| FFOAA: | ||||||||
| FFO available to common shareholders of EPR Properties | $ | 71,389 | $ | (38,217) | 161,796 | $ | 49,565 | |
| Costs associated with loan refinancing or payoff | 4,741 | — | 4,982 | 820 | ||||
| Transaction costs | 2,132 | 2,776 | 3,342 | 4,622 | ||||
| Impairment of operating lease right-of-use assets (1) | — | — | — | 15,009 | ||||
| Credit loss (benefit) expense | (14,096) | 5,707 | (19,677) | 10,383 | ||||
| Gain on insurance recovery (included in other income) | — | — | (30) | — | ||||
| Deferred income tax benefit | — | 18,035 | — | 15,246 | ||||
| FFOAA available to common shareholders of EPR Properties | $ | 64,166 | $ | (11,699) | $ | 150,413 | $ | 95,645 |
| AFFO: | ||||||||
| FFOAA available to common shareholders of EPR Properties | $ | 64,166 | $ | (11,699) | $ | 150,413 | $ | 95,645 |
| Non-real estate depreciation and amortization | 197 | 268 | 620 | 852 | ||||
| Deferred financing fees amortization | 2,210 | 1,498 | 5,331 | 4,783 | ||||
| Share-based compensation expense to management and trustees | 3,759 | 3,410 | 11,218 | 10,382 | ||||
| Amortization of above and below market leases, net and tenant allowances | (98) | (124) | (293) | (384) | ||||
| Maintenance capital expenditures (2) | (690) | (8,911) | (2,913) | (11,130) | ||||
| Straight-lined rental revenue | (981) | 17,969 | (3,690) | 25,448 | ||||
| Straight-lined ground sublease expense | 98 | 216 | 293 | 599 | ||||
| Non-cash portion of mortgage and other financing income | 55 | 71 | (332) | (117) | ||||
| AFFO available to common shareholders of EPR Properties | $ | 68,716 | $ | 2,698 | $ | 160,647 | $ | 126,078 |
| FFO per common share: | ||||||||
| Basic | $ | 0.95 | $ | (0.51) | $ | 2.16 | $ | 0.65 |
| Diluted | 0.95 | (0.51) | 2.16 | 0.65 | ||||
| FFOAA per common share: | ||||||||
| Basic | $ | 0.86 | $ | (0.16) | $ | 2.01 | $ | 1.25 |
| Diluted | 0.86 | (0.16) | 2.01 | 1.25 | ||||
| AFFO per common share: | ||||||||
| Basic | $ | 0.92 | $ | 0.04 | $ | 2.15 | $ | 1.65 |
| Diluted | 0.92 | 0.04 | 2.15 | 1.65 | ||||
| Shares used for computation (in thousands): | ||||||||
| Basic | 74,804 | 74,613 | 74,738 | 76,456 | ||||
| Diluted | 74,911 | 74,613 | 74,819 | 76,456 | ||||
| Other financial information: | ||||||||
| Dividends per common share | $ | 0.7500 | $ | — | $ | 0.7500 | $ | 1.5150 |
(1) Impairment charges recognized during the nine months ended September 30, 2020 totaled $62.8 million, which was comprised of $47.8 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
(2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
The additional common shares that would result from the conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares for each of the three and nine months ended September 30, 2021 and 2020, and the corresponding add-back of the preferred dividends declared on those shares are not included in the calculation of diluted FFO and FFOAA per share because the effect is anti-dilutive.
Net Debt
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. The Company's method of calculating Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Gross Assets
Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated depreciation and reduced for cash and cash equivalents. By excluding accumulated depreciation and reducing cash and cash equivalents, the result provides an estimate of the investment made by the Company. The Company believes that investors commonly use versions of this calculation in a similar manner. The Company's method of calculating Gross Assets may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Net Debt to Gross Assets
Net Debt to Gross Assets is a supplemental measure derived from non-GAAP financial measures that the Company uses to evaluate capital structure and the magnitude of debt to gross assets. The Company believes that investors commonly use versions of this ratio in a similar manner. The Company's method of calculating Net Debt to Gross Assets may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
EBITDAre
NAREIT developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income (loss), 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 (benefit) expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. For the three months ended September 30, 2020, Adjusted EBITDAre was further adjusted to reflect Adjusted EBITDAre on a cash basis related to Regal and one attraction tenant.
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 income (loss) (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):
| September 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Net Debt: | ||||||
| Debt | $ | 2,684,063 | $ | 3,854,855 | ||
| Deferred financing costs, net | 32,166 | 35,140 | ||||
| Cash and cash equivalents | (144,433) | (985,372) | ||||
| Net Debt | $ | 2,571,796 | $ | 2,904,623 | ||
| Gross Assets: | ||||||
| Total Assets | $ | 5,721,157 | $ | 6,907,210 | ||
| Accumulated depreciation | 1,142,513 | 1,072,201 | ||||
| Cash and cash equivalents | (144,433) | (985,372) | ||||
| Gross Assets | $ | 6,719,237 | $ | 6,994,039 | ||
| Net Debt to Gross Assets | 38 | % | 42 | % | ||
| Three Months Ended September 30, | ||||||
| 2021 | 2020 | |||||
| EBITDAre and Adjusted EBITDAre: | ||||||
| Net income (loss) | $ | 32,117 | $ | (85,904) | ||
| Interest expense, net | 36,584 | 41,744 | ||||
| Income tax expense | 395 | 18,417 | ||||
| Depreciation and amortization | 42,612 | 42,059 | ||||
| Gain on sale of real estate | (787) | — | ||||
| Impairment of real estate investments, net | 2,711 | 11,561 | ||||
| Costs associated with loan refinancing or payoff | 4,741 | — | ||||
| Allocated share of joint venture depreciation | 966 | 369 | ||||
| Allocated share of joint venture interest expense | 981 | 741 | ||||
| EBITDAre | $ | 120,320 | $ | 28,987 | ||
| Transaction costs | 2,132 | 2,776 | ||||
| Credit loss (benefit) expense | (14,096) | 5,707 | ||||
| Accounts receivable write-offs from prior periods (1) | — | 13,533 | ||||
| Straight-line receivable write-offs from prior periods (1) | — | 19,927 | ||||
| Adjusted EBITDAre | $ | 108,356 | $ | 70,930 | ||
| (1) Included in rental revenue in the accompanying consolidated statements of income (loss). Rental revenue includes the following: | ||||||
| Three Months Ended September 30, | ||||||
| 2021 | 2020 | |||||
| Minimum rent | $ | 114,375 | $ | 83,230 | ||
| Accounts receivable write-offs from prior periods | — | (13,533) | ||||
| Tenant reimbursements | 4,187 | 2,413 | ||||
| Percentage rent | 3,149 | 1,303 | ||||
| Straight-line rental revenue | 981 | 1,958 | ||||
| Straight-line receivable write-offs from prior periods | — | (19,927) | ||||
| Other rental revenue | 348 | 147 | ||||
| Rental revenue | $ | 123,040 | $ | 55,591 |
Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total investments to total assets (computed in accordance with GAAP) is included in the following table (unaudited, in thousands):
| September 30, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Total Investments: | ||||
| Real estate investments, net of accumulated depreciation | $ | 4,800,561 | $ | 4,851,302 |
| Add back accumulated depreciation on real estate investments | 1,142,513 | 1,062,087 | ||
| Land held for development | 21,875 | 23,225 | ||
| Property under development | 20,166 | 57,630 | ||
| Mortgage notes and related accrued interest receivable | 369,134 | 365,628 | ||
| Investment in joint ventures | 38,729 | 28,208 | ||
| Intangible assets, gross (1) | 57,962 | 57,962 | ||
| Notes receivable and related accrued interest receivable, net (1) | 7,338 | 7,300 | ||
| Total investments | $ | 6,458,278 | $ | 6,453,342 |
| Total investments | $ | 6,458,278 | $ | 6,453,342 |
| Operating lease right-of-use assets | 175,987 | 163,766 | ||
| Cash and cash equivalents | 144,433 | 1,025,577 | ||
| Restricted cash | 5,142 | 2,433 | ||
| Accounts receivable | 80,491 | 116,193 | ||
| Less: accumulated depreciation on real estate investments | (1,142,513) | (1,062,087) | ||
| Less: accumulated amortization on intangible assets | (19,362) | (16,330) | ||
| Prepaid expenses and other current assets | 18,701 | 21,291 | ||
| Total assets | $ | 5,721,157 | $ | 6,704,185 |
| (1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following: | ||||
| September 30, 2021 | December 31, 2020 | |||
| Intangible assets, gross | $ | 57,962 | $ | 57,962 |
| Less: accumulated amortization on intangible assets | (19,362) | (16,330) | ||
| Notes receivable and related accrued interest receivable, net | 7,338 | 7,300 | ||
| Prepaid expenses and other current assets | 18,701 | 21,291 | ||
| Total other assets | $ | 64,639 | $ | 70,223 |
About EPR Properties
EPR Properties (NYSE:EPR) is the leading diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have 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 Quarterly Report on Form 10-Q is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to the Company's guidance, expected pursuit of growth opportunities, capital resources and liquidity, expected cash flows and liquidity, the performance of our customers, expected cash collections and results of operations and financial condition. The forward-looking statements presented herein are based on the Company's current expectations. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
EPR Properties
Brian Moriarty, 888-EPR-REIT
www.eprkc.com
q32021earningscall

THIRD QUARTER 2021 EARNINGS CALL November 4, 2021

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

INTRODUCTORY COMMENTS

4 UPDATED LOGO & TAGLINE

PORTFOLIO UPDATE

6 PORTFOLIO OVERVIEW Education Portfolio 74 Properties; 8 Operators Occupancy at 100% *See Supplemental Operating and Financial Data – Third Quarter and Nine Months Ended September 30, 2021 for definitions and calculations of these non-GAAP measures Experiential Portfolio 284 Properties; 43 Operators Occupancy at 95% $5.9B Total Investments* Total Portfolio Snapshot ~$6.5B Total Investments* Occupancy at 96% 358 Properties Q3 Investment Spending $39.3M YTD Investment Spending $107.9M Create Memorable Experiences in Safe Environments

7 Consumer Demand Demonstrated – Recovery continues with more releases driving increased box office • Q4 box office expected to total $2B* • October box office will exceed $622M**, approx. 80% of 2019 PORTFOLIO UPDATE - THEATRES *EPR Internal Research **Box Office Mojo 0% 25% 50% 75% 100% Q2 July Aug Sept Oct 2021 Box Office** (percentage of 2019 box office) Planned 2021 Releases Consistent Month-Over-Month Improvement

8 PORTFOLIO UPDATE - THEATRES MISSION IMPOSSIBLE 7 Compelling 2022 Film Slate

9 PORTFOLIO UPDATE - THEATRES Studios Return to Exclusive Theatrical Releases • Disney announced exclusive theatrical releases for the remainder of its 2021 film slate • Warner Brothers committed to exclusive theatrical releases for 2022 Best Way for Studios to Maximize Revenue • Multi-pronged approach anchored by theatrical exhibition • Window settling at 45 days • Majority of box office gross occurring in the first 45 days Streaming Services to Release More Films Theatrically • Streaming providers recognize the increased potential for revenue generation and word-of-mouth marketing Experimentation Confirmed Importance of Theatrical Exhibition

1 0 PORTFOLIO UPDATE Ski • Expecting strong demand, Vail reporting increased season pass sales for 2021-22 Eat & Play • Attendance at or above 2019 levels • Continued margin improvement and profitability Attractions & Cultural • Recovering demand; several locations well ahead of 2019 attendance levels • Anticipate attendance increase in 2022 Experiential Lodging • High occupancy and ADR growth

1 1 INVESTMENT SPENDING & ASSET MANAGEMENT Investment Spending • Returning to growth; pursuing investments across all verticals • Acquired Jellystone Camp-Resort in Warrens, WI for $25.2M in a JV • Remainder: build-to-suit development and redevelopment in eat & play and experiential lodging categories Capital Recycling • Continued progress on the sale of theatres • Completed the sale of two land parcels • Sold Wisp and Wintergreen ski resorts for $48M Collections • Q3 collections were 90% of contractual cash revenue • YTD through September 30, collections of deferred rent and interest from accrual basis tenants totaled $59.5M

FINANCIAL REVIEW

1 3 (In millions except per-share data) *See Supplemental Operating and Financial Data for the applicable periods for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance* Quarter ended September 30, 2021 2020 $ Change % Change Total Revenue $139.6 $63.9 75.7 118% Net Income (Loss) – Common 26.1 (91.9) 118.0 128% FFO as adj. – Common* 64.2 (11.7) 75.9 649% AFFO – Common* 68.7 2.7 66.0 2,444% Net Income (Loss)/share – Common 0.35 (1.23) 1.58 128% FFO/share - Common, as adj.* 0.86 (0.16) 1.02 638% AFFO/share - Common* 0.92 0.04 0.88 2,200%

1 4 Favorable Debt Capital Market Activities • Investment Grade (IG) rating received from S&P on unsecured debt with a stable outlook, and Moody’s raised its outlook on our IG rating to stable • New $1.0B revolving credit facility that matures in October 2025 with options to extend for a total of 12 additional months; same pricing and covenants as previous with improved valuation of certain asset types • On October 27 – closed on public offering of $400M senior unsecured notes due November 2031 with interest rate of 3.60%; all $275M of 5.25% senior notes due in 2023 will be redeemed in November 2021 Net Debt to Gross Assets was 38% at 9/30/21 • $2.8B total pro-forma debt; all fixed rate or fixed through int. rate swaps at wtd. avg. = 4.3% • Pro-forma weighted avg. debt maturity ~6.5 years and no scheduled debt maturities until 2024 Liquidity Position at 9/30/21 • $144.4M unrestricted cash • No balance on $1B revolver CAPITAL MARKETS UPDATE

1 5 CASH COLLECTIONS *Contractual Cash Revenue = $138.4. See definition on slide 16. **Excludes Percentage Rent and Revenue from TRSs ***See Supplemental Operating and Financial Data - Third Quarter and Nine Months Ended September 30, 2021 for definition of this non-GAAP measure Amount % of Contractual Cash Rev.* Collections Related to Q3 $ 124.5 90% Deferral Repayments - Accrual Tenants (Reduction of receivables) 7.7 5% Deferral Repayments in Revenue - Cash Basis Tenants 3.6 3% Note Repayments - Cash Basis Tenants (Credit loss recovery - excluded from FFOAA***) 5.3 4% Total Cash Received** $ 141.1 102% Cash Collections for the Quarter Ended September 30, 2021 ($ in millions)

1 6 2021 GUIDANCE *See Supplemental Operating and Financial Data - Third Quarter and Nine Months Ended September 30, 2021 for definition of this non-GAAP measure Q4 2021 Range in $ % of Contractual Cash Rev.1 Revenue recognition $133M - $138M 96% - 99% Collections $131M - $135M 95% - 97% (1) Contractual cash revenue is an operational measure and represents aggregate cash payments for which the Company is entitled under existing contracts, excluding the impact of any temporary abatements or deferrals, percentage rent (rents received over base amounts), non-cash revenue and revenue from taxable REIT subsidiaries (TRSs). FFO AS ADJUSTED PER SHARE* Revised Guidance $2.95 - $3.01 Prior Guidance $2.76 - $2.86

1 7 2021 GUIDANCE *See Supplemental Operating and Financial Data - Third Quarter and Nine Months Ended September 30, 2021 for definition of this non-GAAP measure Midpoint of previous FFOAA*/share guidance range $ 2.81 Additional revenue recognition 0.12 Lower interest expense 0.06 Additional percentage rents 0.03 Reduction in G&A expense 0.01 Impact of additional property sales (0.01) Managed properties/other (0.04) Midpoint of current FFOAA*/share guidance range $ 2.98 2021 FFO As Adjusted Per Share Guidance Reconciliation

CLOSING COMMENTS

EPR Properties 909 Walnut Street, Suite 200 Kansas City, MO 64106 www.eprkc.com 816-472-1700 info@eprkc.com
Document
Exhibit 99.3

| TABLE OF CONTENTS | |
|---|---|
| SECTION | PAGE |
| Company Profile | 4 |
| Investor Information | 5 |
| Selected Financial Information | 6 |
| Selected Balance Sheet Information | 7 |
| Selected Operating Data | 8 |
| Funds From Operations and Funds From Operations as Adjusted | 9 |
| Adjusted Funds From Operations | 10 |
| Capital Structure | 11 |
| Summary of Ratios | 16 |
| Summary of Mortgage Notes Receivable | 17 |
| Investment Spending and Disposition Summaries | 18 |
| Property Under Development - Investment Spending Estimates | 19 |
| Lease Expirations | 20 |
| Top Ten Customers by Total Revenue | 21 |
| Guidance | 22 |
| Definitions-Non-GAAP Financial Measures | 23 |
| Appendix-Reconciliation of Certain Non-GAAP Financial Measures | 26 |
| Q3 2021 Supplemental | Page 2 |
| --- | --- |
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS | |
| --- |
The financial results in this document reflect preliminary, unaudited results, which are not final until the Company’s Quarterly Report on Form 10-Q is filed. With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to the uncertain financial impact of the COVID-19 pandemic, our guidance, our capital resources and liquidity, our expected dividend payments, our expected cash flows and liquidity, the performance of our customers, our expected cash collections, expected use of proceeds from dispositions and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with applicable covenants under its debt agreements, which could materially impact actual performance. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
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 23 through 25 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 26 through 30.
| Q3 2021 Supplemental | Page 3 | ||||
|---|---|---|---|---|---|
| COMPANY PROFILE | |||||
| --- | THE COMPANY | COMPANY STRATEGY | |||
| --- | --- | --- | |||
| EPR Properties ("EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997. | EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share. | ||||
| Since that time, the Company has been a leading diversified Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity. | Our strategic growth is focused on acquiring or developing experiential real estate venues which create value by facilitating out-of-home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. These are properties which make up the social infrastructure of society. | ||||
| This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments. | |||||
| As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles: | BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO | ||||
| --- | Q3 2021 Supplemental | Page 4 | |||
| --- | --- | ||||
| INVESTOR INFORMATION | |||||
| --- | --- | ||||
| SENIOR MANAGEMENT | |||||
| Greg Silvers | Mark Peterson | ||||
| President and Chief Executive Officer | Executive Vice President and Chief Financial Officer | ||||
| Craig Evans | Greg Zimmerman | ||||
| Executive Vice President, General Counsel and Secretary | Executive Vice President and Chief Investment Officer | ||||
| Tonya Mater | |||||
| Senior Vice President and Chief Accounting Officer | COMPANY INFORMATION | ||||
| --- | --- | ||||
| CORPORATE HEADQUARTERS | TRADING SYMBOLS | ||||
| 909 Walnut Street, Suite 200 | Common Stock: | ||||
| Kansas City, MO 64106 | EPR | ||||
| 888-EPR-REIT | Preferred Stock: | ||||
| www.eprkc.com | EPR-PrC | ||||
| EPR-PrE | |||||
| STOCK EXCHANGE LISTING | EPR-PrG | ||||
| New York Stock Exchange | EQUITY RESEARCH COVERAGE | ||||
| --- | --- | --- | |||
| Bank of America Merrill Lynch | Jeffrey Spector/Joshua Dennerlein | 646-855-1363 | |||
| Citi Global Markets | Michael Bilerman/Katy McConnell | 212-816-4471 | |||
| Janney Montgomery Scott | Rob Stevenson | 646-840-3217 | |||
| J.P. Morgan | Anthony Paolone/Nikita Bely | 212-622-6682 | |||
| Kansas City Capital Associates | Jonathan Braatz | 816-932-8019 | |||
| Keybanc Capital Markets | Jordan Sadler/Todd Thomas | 917-368-2286 | |||
| Ladenburg Thalmann | John Massocca | 212-409-2056 | |||
| Raymond James & Associates | RJ Milligan | 727-567-2585 | |||
| RBC Capital Markets | Michael Carroll | 440-715-2649 | |||
| Stifel | Simon Yarmak | 443-224-1345 | |||
| Truist | Ki Bin Kim | 212-303-4124 |
EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
| Q3 2021 Supplemental | Page 5 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SELECTED FINANCIAL INFORMATION | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| (UNAUDITED, DOLLARS AND SHARES IN THOUSANDS) | |||||||||||||||
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | ||||||||||||||
| Operating Information: | 2021 | 2020 | 2021 | 2020 | |||||||||||
| Revenue | $ | 139,647 | $ | 63,877 | $ | 376,774 | $ | 321,249 | |||||||
| Net income (loss) available to common shareholders of EPR Properties | 26,084 | (91,938) | 35,949 | (129,853) | |||||||||||
| EBITDAre (1) | 120,320 | 28,987 | 303,404 | 202,742 | |||||||||||
| Adjusted EBITDAre (1) | 108,356 | 70,930 | 287,039 | 278,748 | |||||||||||
| Interest expense, net | 36,584 | 41,744 | 114,090 | 114,837 | |||||||||||
| Capitalized interest | 233 | 325 | 1,342 | 829 | |||||||||||
| Straight-lined rental revenue | 981 | (17,969) | 3,690 | (25,448) | |||||||||||
| Dividends declared on preferred shares | 6,033 | 6,034 | 18,100 | 18,102 | |||||||||||
| Dividends declared on common shares | 56,104 | — | 56,104 | 119,058 | |||||||||||
| General and administrative expense | 11,154 | 10,034 | 33,866 | 31,454 | |||||||||||
| SEPTEMBER 30, | |||||||||||||||
| Balance Sheet Information: | 2021 | 2020 | |||||||||||||
| Total assets | $ | 5,721,157 | $ | 6,907,210 | |||||||||||
| Accumulated depreciation | 1,142,513 | 1,072,201 | |||||||||||||
| Cash and cash equivalents | 144,433 | 985,372 | |||||||||||||
| Total assets before accumulated depreciation less cash and cash equivalents (gross assets) | 6,719,237 | 6,994,039 | |||||||||||||
| Debt | 2,684,063 | 3,854,855 | |||||||||||||
| Deferred financing costs, net | 32,166 | 35,140 | |||||||||||||
| Net debt (1) | 2,571,796 | 2,904,623 | |||||||||||||
| Equity | 2,631,481 | 2,650,069 | |||||||||||||
| Common shares outstanding | 74,806 | 74,613 | |||||||||||||
| Total market capitalization (using EOP closing price) | 6,636,715 | 5,327,528 | |||||||||||||
| Net debt/gross assets | 38 | % | 42 | % | |||||||||||
| Net debt/Adjusted EBITDAre ratio (2) | Footnote 5 | Footnote 5 | |||||||||||||
| Adjusted net debt/Annualized adjusted EBITDAre ratio (1)(3)(4) | Footnote 5 | Footnote 5 | |||||||||||||
| (1) See pages 23 through 25 for definitions. See calculation as applicable on page 29. | |||||||||||||||
| (2) Adjusted EBITDAre in this calculation is for the quarter multiplied times four. See pages 23 through 25 for definitions. See calculation on page 29. | |||||||||||||||
| (3) Adjusted net debt is net debt less 40% times property under development. See pages 23 through 25 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 29 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 23 through 25 for definitions. | |||||||||||||||
| (5) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications. | Q3 2021 Supplemental | Page 6 | |||||||||||||
| --- | --- | ||||||||||||||
| SELECTED BALANCE SHEET INFORMATION | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||
| ASSETS | 3RD QUARTER 2021 | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | |||||||||
| Real estate investments | $ | 5,943,074 | $ | 5,965,061 | $ | 5,902,833 | $ | 5,913,389 | $ | 6,139,858 | $ | 6,144,830 | |||
| Less: accumulated depreciation | (1,142,513) | (1,130,409) | (1,101,727) | (1,062,087) | (1,072,201) | (1,034,771) | |||||||||
| Land held for development | 21,875 | 23,225 | 23,225 | 23,225 | 25,846 | 26,244 | |||||||||
| Property under development | 20,166 | 35,082 | 94,822 | 57,630 | 44,103 | 39,039 | |||||||||
| Operating lease right-of-use assets | 175,987 | 179,354 | 179,113 | 163,766 | 185,459 | 189,058 | |||||||||
| Mortgage notes and related accrued interest receivable | 369,134 | 366,064 | 364,969 | 365,628 | 362,011 | 357,668 | |||||||||
| Investment in joint ventures | 38,729 | 27,476 | 28,313 | 28,208 | 29,571 | 28,925 | |||||||||
| Cash and cash equivalents | 144,433 | 509,836 | 538,077 | 1,025,577 | 985,372 | 1,006,981 | |||||||||
| Restricted cash | 5,142 | 3,570 | 5,928 | 2,433 | 2,424 | 2,615 | |||||||||
| Accounts receivable | 80,491 | 91,319 | 97,517 | 116,193 | 129,714 | 134,774 | |||||||||
| Other assets | 64,639 | 71,634 | 75,032 | 70,223 | 75,053 | 107,615 | |||||||||
| Total assets | $ | 5,721,157 | $ | 6,142,212 | $ | 6,208,102 | $ | 6,704,185 | $ | 6,907,210 | $ | 7,002,978 | |||
| LIABILITIES AND EQUITY | |||||||||||||||
| Liabilities: | |||||||||||||||
| Accounts payable and accrued liabilities | $ | 87,021 | $ | 103,778 | $ | 95,085 | $ | 105,379 | $ | 95,429 | $ | 96,454 | |||
| Operating lease liabilities | 214,065 | 217,575 | 217,448 | 202,223 | 225,379 | 229,030 | |||||||||
| Common dividends payable | 18,802 | 54 | 44 | 36 | 29 | 19 | |||||||||
| Preferred dividends payable | 6,033 | 6,033 | 6,034 | 6,034 | 6,034 | 6,034 | |||||||||
| Unearned rents and interest | 79,692 | 79,992 | 83,565 | 65,485 | 75,415 | 81,096 | |||||||||
| Line of credit | — | — | 90,000 | 590,000 | 750,000 | 750,000 | |||||||||
| Deferred financing costs, net | (32,166) | (34,744) | (35,036) | (35,552) | (35,140) | (35,907) | |||||||||
| Other debt | 2,716,229 | 3,116,229 | 3,116,229 | 3,139,995 | 3,139,995 | 3,139,995 | |||||||||
| Total liabilities | 3,089,676 | 3,488,917 | 3,573,369 | 4,073,600 | 4,257,141 | 4,266,721 | |||||||||
| Equity: | |||||||||||||||
| Common stock and additional paid-in-capital | 3,873,599 | 3,869,687 | 3,865,243 | 3,858,451 | 3,853,581 | 3,849,803 | |||||||||
| Preferred stock at par value | 148 | 148 | 148 | 148 | 148 | 148 | |||||||||
| Treasury stock | (264,679) | (264,660) | (263,982) | (261,238) | (260,594) | (260,351) | |||||||||
| Accumulated other comprehensive income (loss) | 9,625 | 5,265 | 2,978 | 216 | (2,106) | (4,331) | |||||||||
| Distributions in excess of net income | (987,212) | (957,145) | (969,654) | (966,992) | (940,960) | (849,012) | |||||||||
| Total equity | 2,631,481 | 2,653,295 | 2,634,733 | 2,630,585 | 2,650,069 | 2,736,257 | |||||||||
| Total liabilities and equity | $ | 5,721,157 | $ | 6,142,212 | $ | 6,208,102 | $ | 6,704,185 | $ | 6,907,210 | $ | 7,002,978 | Q3 2021 Supplemental | Page 7 | |
| --- | --- | ||||||||||||||
| SELECTED OPERATING DATA | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||
| 3RD QUARTER 2021 | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | ||||||||||
| Rental revenue | $ | 123,040 | $ | 115,883 | $ | 102,614 | $ | 84,011 | $ | 55,591 | $ | 97,531 | |||
| Other income | 8,091 | 1,033 | 678 | 968 | 182 | 416 | |||||||||
| Mortgage and other financing income | 8,516 | 8,446 | 8,473 | 8,433 | 8,104 | 8,413 | |||||||||
| Total revenue | 139,647 | 125,362 | 111,765 | 93,412 | 63,877 | 106,360 | |||||||||
| Property operating expense | 13,815 | 14,678 | 15,313 | 16,406 | 13,759 | 15,329 | |||||||||
| Other expense | 7,851 | 3,025 | 2,552 | 1,462 | 2,680 | 2,798 | |||||||||
| General and administrative expense | 11,154 | 11,376 | 11,336 | 11,142 | 10,034 | 10,432 | |||||||||
| Severance expense | — | — | — | 2,868 | — | — | |||||||||
| Costs associated with loan refinancing or payoff | 4,741 | — | 241 | 812 | — | 820 | |||||||||
| Interest expense, net | 36,584 | 38,312 | 39,194 | 42,838 | 41,744 | 38,340 | |||||||||
| Transaction costs | 2,132 | 662 | 548 | 814 | 2,776 | 771 | |||||||||
| Credit loss (benefit) expense | (14,096) | (2,819) | (2,762) | 20,312 | 5,707 | 3,484 | |||||||||
| Impairment charges | 2,711 | — | — | 22,832 | 11,561 | 51,264 | |||||||||
| Depreciation and amortization | 42,612 | 40,538 | 40,326 | 42,014 | 42,059 | 42,450 | |||||||||
| Income (loss) before equity in loss from joint ventures and other items | 32,143 | 19,590 | 5,017 | (68,088) | (66,443) | (59,328) | |||||||||
| Equity in loss from joint ventures | (418) | (1,151) | (1,431) | (1,364) | (1,044) | (1,724) | |||||||||
| Impairment charges on joint ventures | — | — | — | — | — | (3,247) | |||||||||
| Gain on sale of real estate | 787 | 511 | 201 | 49,877 | — | 22 | |||||||||
| Income tax (expense) benefit | (395) | (398) | (407) | (402) | (18,417) | 1,312 | |||||||||
| Net income (loss) | 32,117 | 18,552 | 3,380 | (19,977) | (85,904) | (62,965) | |||||||||
| Preferred dividend requirements | (6,033) | (6,033) | (6,034) | (6,034) | (6,034) | (6,034) | |||||||||
| Net income (loss) available to common shareholders of EPR Properties | $ | 26,084 | $ | 12,519 | $ | (2,654) | $ | (26,011) | $ | (91,938) | $ | (68,999) | Q3 2021 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): | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | ||||||||||
| Net income (loss) available to common shareholders of EPR Properties | 26,084 | $ | 12,519 | $ | (2,654) | $ | (26,011) | $ | (91,938) | $ | (68,999) | ||||
| Gain on sale of real estate | (511) | (201) | (49,877) | — | (22) | ||||||||||
| Impairment of real estate investments, net (2) | — | — | 22,832 | 11,561 | 36,255 | ||||||||||
| Real estate depreciation and amortization | 40,332 | 40,109 | 41,786 | 41,791 | 42,151 | ||||||||||
| Allocated share of joint venture depreciation | 459 | 354 | 361 | 369 | 378 | ||||||||||
| Impairment charges on joint ventures | — | — | — | — | 3,247 | ||||||||||
| FFO available to common shareholders of EPR Properties | 71,389 | $ | 52,799 | $ | 37,608 | $ | (10,909) | $ | (38,217) | $ | 13,010 | ||||
| FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1): | |||||||||||||||
| FFO available to common shareholders of EPR Properties | 71,389 | $ | 52,799 | $ | 37,608 | $ | (10,909) | $ | (38,217) | $ | 13,010 | ||||
| Costs associated with loan refinancing or payoff | — | 241 | 812 | — | 820 | ||||||||||
| Transaction costs | 662 | 548 | 814 | 2,776 | 771 | ||||||||||
| Severance expense | — | — | 2,868 | — | — | ||||||||||
| Impairment of operating lease right-of-use assets (2) | — | — | — | — | 15,009 | ||||||||||
| Credit loss (benefit) expense | (2,819) | (2,762) | 20,312 | 5,707 | 3,484 | ||||||||||
| Gain on insurance recovery (included in other income) | — | (30) | (809) | — | — | ||||||||||
| Deferred income tax expense (benefit) | — | — | — | 18,035 | (1,676) | ||||||||||
| FFO as adjusted available to common shareholders of EPR Properties | 64,166 | $ | 50,642 | $ | 35,605 | $ | 13,088 | $ | (11,699) | $ | 31,418 | ||||
| FFO per common share: | |||||||||||||||
| Basic | 0.95 | $ | 0.71 | $ | 0.50 | $ | (0.15) | $ | (0.51) | $ | 0.17 | ||||
| Diluted | 0.71 | 0.50 | (0.15) | (0.51) | 0.17 | ||||||||||
| FFO as adjusted per common share: | |||||||||||||||
| Basic | 0.86 | $ | 0.68 | $ | 0.48 | $ | 0.18 | $ | (0.16) | $ | 0.41 | ||||
| Diluted | 0.68 | 0.48 | 0.18 | (0.16) | 0.41 | ||||||||||
| Shares used for computation (in thousands): | |||||||||||||||
| Basic | 74,781 | 74,627 | 74,615 | 74,613 | 76,310 | ||||||||||
| Diluted | 74,870 | 74,669 | 74,615 | 74,613 | 76,310 | ||||||||||
| (1) See pages 23 through 25 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. |
All values are in US Dollars.
| Q3 2021 Supplemental | Page 9 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ADJUSTED FUNDS FROM OPERATIONS | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION) | |||||||||||||||||
| ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1): | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | ||||||||||||
| FFO available to common shareholders of EPR Properties | 71,389 | $ | 52,799 | $ | 37,608 | $ | (10,909) | $ | (38,217) | $ | 13,010 | ||||||
| Adjustments: | |||||||||||||||||
| Costs associated with loan refinancing or payoff | — | 241 | 812 | — | 820 | ||||||||||||
| Transaction costs | 662 | 548 | 814 | 2,776 | 771 | ||||||||||||
| Impairment of operating lease right-of-use assets (2) | — | — | — | — | 15,009 | ||||||||||||
| Credit loss (benefit) expense | (2,819) | (2,762) | 20,312 | 5,707 | 3,484 | ||||||||||||
| Severance expense | — | — | 2,868 | — | — | ||||||||||||
| Gain on insurance recovery (included in other income) | — | (30) | (809) | — | — | ||||||||||||
| Deferred income tax expense (benefit) | — | — | — | 18,035 | (1,676) | ||||||||||||
| Non-real estate depreciation and amortization | 206 | 217 | 228 | 268 | 299 | ||||||||||||
| Deferred financing fees amortization | 1,574 | 1,547 | 1,823 | 1,498 | 1,651 | ||||||||||||
| Share-based compensation expense to management and trustees | 3,675 | 3,784 | 3,437 | 3,410 | 3,463 | ||||||||||||
| Amortization of above/below market leases, net and tenant allowances | (99) | (96) | (96) | (124) | (108) | ||||||||||||
| Maintenance capital expenditures (3) | (1,467) | (756) | (247) | (8,911) | (1,291) | ||||||||||||
| Straight-lined rental revenue | (1,420) | (1,289) | (898) | 17,969 | (2,229) | ||||||||||||
| Straight-lined ground sublease expense | 111 | 84 | 150 | 216 | 207 | ||||||||||||
| Non-cash portion of mortgage and other financing income | (216) | (171) | (133) | 71 | (97) | ||||||||||||
| AFFO available to common shareholders of EPR Properties | 68,716 | $ | 53,006 | $ | 38,925 | $ | 17,352 | $ | 2,698 | $ | 33,313 | ||||||
| Weighted average diluted shares outstanding (in thousands) | 74,870 | 74,669 | 74,615 | 74,613 | 76,310 | ||||||||||||
| AFFO per diluted common share | 0.92 | $ | 0.71 | $ | 0.52 | $ | 0.23 | $ | 0.04 | $ | 0.44 | ||||||
| Dividends declared per common share | 0.7500 | $ | — | $ | — | $ | — | $ | — | $ | 0.3825 | ||||||
| AFFO payout ratio (4) | % | — | % | — | % | — | % | — | % | 87 | % | ||||||
| (1) See pages 23 through 25 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 temporarily suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020. On July 13, 2021, following termination of the Covenant Relief Period, the Company resumed regular monthly cash dividends to common shareholders. During the three months ended September 30, 2021, the Company declared cash dividends totaling 0.75 per common share. |
All values are in US Dollars.
| Q3 2021 Supplemental | Page 10 | |||||||
|---|---|---|---|---|---|---|---|---|
| CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2021 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||
| CONSOLIDATED DEBT | ||||||||
| PRINCIPAL PAYMENTS DUE ON DEBT: | ||||||||
| UNSECURED CREDIT FACILITY (3) | UNSECURED SENIOR NOTES | TOTAL | WEIGHTED AVG INTEREST RATE | |||||
| YEAR | ||||||||
| 2021 | $ | — | $ | — | —% | |||
| 2022 | — | — | — | —% | ||||
| 2023 | — | 275,000 | (2) | 275,000 | 5.25% | |||
| 2024 | — | 136,637 | 136,637 | 4.35% | ||||
| 2025 | — | 300,000 | 300,000 | 4.50% | ||||
| 2026 | — | 629,597 | 629,597 | 4.70% | ||||
| 2027 | — | 450,000 | 450,000 | 4.50% | ||||
| 2028 | — | 400,000 | 400,000 | 4.95% | ||||
| 2029 | — | 500,000 | 500,000 | 3.75% | ||||
| 2030 | — | — | — | —% | ||||
| 2031 | — | — | (2) | — | —% | |||
| Thereafter | — | — | 24,995 | 1.39% | ||||
| Less: deferred financing costs, net | — | — | (32,166) | —% | ||||
| $ | 2,691,234 | $ | 2,684,063 | 4.51% | ||||
| BALANCE | WEIGHTED AVG INTEREST RATE | WEIGHTED AVG MATURITY | ||||||
| Fixed rate unsecured debt | 4.54 | % | 5.25 | |||||
| Fixed rate secured debt (1) | 24,995 | 1.39 | % | 25.84 | ||||
| Less: deferred financing costs, net | (32,166) | — | % | — | ||||
| Total | 4.51 | % | 5.49 | |||||
| (1) Includes 25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024. | ||||||||
| (2) On October 27, 2021, the Company closed on the public offering of 400.0 million in senior unsecured notes due November 15, 2031. These notes bear interest at an annual rate of 3.60%. In conjunction with the pricing of the new senior unsecured notes, the Company delivered notice of redemption to redeem all of the 275.0 million principal amount of its 5.25% senior notes due in 2023. The redemption date is set for November 12, 2021, and the Company will use a portion of the proceeds from the issuance of the new senior unsecured notes to fund this redemption plus the make-whole premium payment estimated to be approximately 20.1 million based on interest rates as of October 29, 2021 (the final make-whole premium will be determined closer to the redemption date). | ||||||||
| (3) Unsecured Revolving Credit Facility Summary: | ||||||||
| BALANCE | RATE | |||||||
| AT 9/30/2021 | MATURITY | AT 9/30/2021 | ||||||
| — | October 6, 2025 | 1.280% | ||||||
All values are in US Dollars.
| Q3 2021 Supplemental | Page 11 | |||
|---|---|---|---|---|
| CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 | ||||
| --- | --- | --- | --- | --- |
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||
| CONSOLIDATED DEBT (continued) | ||||
| SUMMARY OF DEBT: | September 30, 2021 | December 31, 2020 | ||
| Unsecured term loan payable, paid in full and related interest rate swaps terminated on September 13, 2021 | $ | — | $ | 400,000 |
| Senior unsecured notes payable, 5.25%, due July 15, 2023 (1) | 275,000 | 275,000 | ||
| Senior unsecured notes payable, 4.35% at December 31, 2020, due August 22, 2024 | 136,637 | 148,000 | ||
| Senior unsecured notes payable, 4.50%, due April 1, 2025 | 300,000 | 300,000 | ||
| Unsecured revolving variable rate credit facility, LIBOR + 1.20% at September 30, 2021, due October 6, 2025 (2) | — | 590,000 | ||
| Senior unsecured notes payable, 4.56% at December 31, 2020, due August 22, 2026 | 179,597 | 192,000 | ||
| Senior unsecured notes payable, 4.75%, due December 15, 2026 | 450,000 | 450,000 | ||
| Senior unsecured notes payable, 4.50%, due June 1, 2027 | 450,000 | 450,000 | ||
| Senior unsecured notes payable, 4.95%, due April 15, 2028 | 400,000 | 400,000 | ||
| Senior unsecured notes payable, 3.75%, due August 15, 2029 | 500,000 | 500,000 | ||
| Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 2047 | 24,995 | 24,995 | ||
| Less: deferred financing costs, net | (32,166) | (35,552) | ||
| Total debt | $ | 2,684,063 | $ | 3,694,443 |
(1) Subsequent to September 30, 2021, on October 27, 2021, the Company closed on the public offering of $400.0 million in senior unsecured notes due November 15, 2031. These notes bear interest at an annual rate of 3.60%. In conjunction with the pricing of the new senior unsecured notes, the Company delivered notice of redemption to redeem all of the $275.0 million principal amount of its 5.25% senior notes due in 2023. The redemption date is set for November 12, 2021, and the Company will use a portion of the proceeds from the issuance of the new senior unsecured notes to fund this redemption plus the make-whole premium payment estimated to be approximately $20.1 million based on interest rates as of October 29, 2021 (the final make-whole premium will be determined closer to the redemption date).
(2) Subsequent to September 30, 2021, the Company entered into a Third Amended, Restated Consolidated Credit Agreement, governing a new amended and restated senior unsecured revolving credit facility. The new facility, which will mature on October 6, 2025, replaced the Company’s existing $1.0 billion senior unsecured revolving credit facility and $400.0 million senior unsecured term loan facility, which had a previous maturity date of February 27, 2022. The new facility provides for an initial maximum principal amount of borrowing availability of $1.0 billion with an accordion feature under which the Company may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The new facility has the same pricing terms and financial covenants as the prior facility (with improved valuation of certain asset types), as well as customary covenants and events of default. The Company has two options to extend the maturity date of the new credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default.
| Q3 2021 Supplemental | Page 12 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CAPITAL STRUCTURE | |||||||||||||
| --- | --- | --- | --- | ||||||||||
| SENIOR NOTES | |||||||||||||
| SENIOR DEBT RATINGS AS OF SEPTEMBER 30, 2021 | |||||||||||||
| Moody's (1) | Baa3 (stable) | ||||||||||||
| Fitch | BB+ (stable) | ||||||||||||
| Standard and Poor's | BBB- (stable) | ||||||||||||
| SUMMARY OF COVENANTS | |||||||||||||
| The Company had outstanding public senior unsecured notes with fixed interest rates of 3.75%, 4.50%, 4.75%, 4.95% and 5.25% at September 30, 2021. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt. | |||||||||||||
| The following is a summary of the key financial covenants for the Company's 3.75%, 4.50%, 4.75%, 4.95% and 5.25% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of September 30, 2021 and June 30, 2021 are: | |||||||||||||
| Actual | Actual | ||||||||||||
| NOTE COVENANTS | Required | 3rd Quarter 2021 (2) | 2nd Quarter 2021 (2) | ||||||||||
| Limitation on incurrence of total debt (Total Debt/Total Assets) | ≤ 60% | 40% | 43% | ||||||||||
| Limitation on incurrence of secured debt (Secured Debt/Total Assets) | ≤ 40% | —% | —% | ||||||||||
| Limitation on incurrence of debt: Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months | ≥ 1.5 x | 2.3x | 2.0x | ||||||||||
| Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt) | ≥ 150% of unsecured debt | 239% | 220% | ||||||||||
| (1) Moody's senior debt rating reflects an upgrade from a negative to a stable outlook on October 6, 2021. | |||||||||||||
| (2) See page 14 for details of calculations. | |||||||||||||
| Q3 2021 Supplemental | Page 13 | ||||||||||||
| --- | --- | ||||||||||||
| CAPITAL STRUCTURE | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| SENIOR NOTES | |||||||||||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||
| COVENANT CALCULATIONS | |||||||||||||
| TOTAL ASSETS: | September 30, 2021 | TOTAL DEBT: | September 30, 2021 | ||||||||||
| Total Assets per balance sheet | $ | 5,721,157 | Secured debt obligations | $ | 24,995 | ||||||||
| Add: accumulated depreciation | 1,142,513 | Unsecured debt obligations: | |||||||||||
| Less: intangible assets, net | (38,600) | Unsecured debt | 2,691,234 | ||||||||||
| Total Assets | $ | 6,825,070 | Outstanding letters of credit | — | |||||||||
| Guarantees | — | ||||||||||||
| TOTAL UNENCUMBERED ASSETS: | September 30, 2021 | Derivatives at fair market value, net, if liability | 4,391 | ||||||||||
| Unencumbered real estate assets, gross | $ | 6,246,400 | Total unsecured debt obligations: | 2,695,625 | |||||||||
| Cash and cash equivalents | 144,433 | Total Debt | $ | 2,720,620 | |||||||||
| Land held for development | 21,875 | ||||||||||||
| Property under development | 20,166 | ||||||||||||
| Total Unencumbered Assets | $ | 6,432,874 | |||||||||||
| CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE: | 3RD QUARTER 2021 | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | TRAILING TWELVE MONTHS | ||||||||
| Adjusted EBITDAre | $ | 108,356 | $ | 96,437 | $ | 82,246 | $ | 68,633 | $ | 355,672 | |||
| Less: straight-line revenue, net, included in adjusted EBITDAre | (981) | (1,420) | (1,289) | (1,768) | (5,458) | ||||||||
| CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE | $ | 107,375 | $ | 95,017 | $ | 80,957 | $ | 66,865 | $ | 350,214 | |||
| ANNUAL DEBT SERVICE: | |||||||||||||
| Interest expense, gross | $ | 36,841 | $ | 38,869 | $ | 39,854 | $ | 43,341 | $ | 158,905 | |||
| Less: deferred financing fees amortization | (2,210) | (1,574) | (1,547) | (1,823) | (7,154) | ||||||||
| ANNUAL DEBT SERVICE | $ | 34,631 | $ | 37,295 | $ | 38,307 | $ | 41,518 | $ | 151,751 | |||
| DEBT SERVICE COVERAGE | 3.1 | 2.5 | 2.1 | 1.6 | 2.3 | Q3 2021 Supplemental | Page 14 | ||||||
| --- | --- | ||||||||||||
| CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2021 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||
| (UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION) | |||||||||||||
| EQUITY | |||||||||||||
| SECURITY | PRICE PER SHARE AT SEPTEMBER 30, 2021 | LIQUIDATION PREFERENCE | DIVIDEND RATE | CONVERTIBLE | CONVERSION RATIO AT SEPTEMBER 30, 2021 | CONVERSION PRICE AT SEPTEMBER 30, 2021 | |||||||
| Common shares | $49.38 | N/A | (1) | N/A | N/A | N/A | |||||||
| Series C | $26.09 | $134,823 | 5.750% | Y | 0.4142 | $60.36 | |||||||
| Series E | $36.92 | $86,185 | 9.000% | Y | 0.4826 | $51.80 | |||||||
| Series G | $25.92 | $150,000 | 5.750% | N | N/A | N/A | |||||||
| (1) Total monthly dividends declared in the third quarter of 2021 were 0.75 per share. |
All values are in US Dollars.
| Q3 2021 Supplemental | Page 15 | ||||
|---|---|---|---|---|---|
| SUMMARY OF RATIOS | |||||
| --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | |||||
| 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | |
| Net debt to gross assets | 39% | 39% | 40% | 42% | 41% |
| Net debt/Adjusted EBITDAre ratio (1)(2) | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 |
| Adjusted net debt/Annualized adjusted EBITDAre ratio (3)(4) | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 |
| Interest coverage ratio (5) | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 |
| Fixed charge coverage ratio (5) | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 |
| Debt service coverage ratio (5) | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 | Footnote 9 |
| FFO payout ratio (6) (10) | —% | —% | —% | —% | 225% |
| FFO as adjusted payout ratio (7) (10) | —% | —% | —% | —% | 93% |
| AFFO payout ratio (8) (10) | —% | —% | —% | —% | 87% |
| (1) See pages 23 through 25 for definitions. | |||||
| (2) Adjusted EBITDAre is for the quarter multiplied times four. See calculation on page 29. | |||||
| (3) Adjusted net debt is net debt less 40% times property under development. See pages 23 through 25 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 29 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 23 through 25 for definitions. | |||||
| (5) See page 27 for detailed calculation. | |||||
| (6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. | |||||
| (7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share. | |||||
| (8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. | |||||
| (9) Not presented as ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications. | |||||
| (10) The monthly cash dividend to common shareholders was temporarily suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020. On July 13, 2021, following termination of the Covenant Relief Period, the Company resumed regular monthly cash dividends to common shareholders. During the three months ended September 30, 2021, the Company declared cash dividends totaling 0.75 per common share. |
All values are in US Dollars.
| Q3 2021 Supplemental | Page 16 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| SUMMARY OF MORTGAGE NOTES RECEIVABLE | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||
| CARRYING AMOUNT AS OF (1) | |||||||||
| DESCRIPTION | INTEREST RATE | PAYOFF DATE/MATURITY DATE | OUTSTANDING PRINCIPAL AMOUNT OF MORTGAGE | SEPTEMBER 30, 2021 | DECEMBER 31, 2020 | ||||
| Private school property Mableton, Georgia | 9.02 | % | Prepaid in full | $ | — | $ | — | $ | 5,278 |
| Attraction property Powells Point, North Carolina | 7.75 | % | 6/30/2025 | 28,521 | 27,908 | 27,045 | |||
| Fitness & wellness property Omaha, Nebraska | 7.85 | % | 1/3/2027 | 10,905 | 11,278 | 11,225 | |||
| Fitness & wellness property Merriam, Kansas | 7.55 | % | 7/31/2029 | 9,090 | 9,398 | 9,355 | |||
| Ski property Girdwood, Alaska | 8.21 | % | 12/31/2029 | 44,605 | 44,537 | 40,680 | |||
| Fitness & wellness property Omaha, Nebraska | 7.85 | % | 6/30/2030 | 10,539 | 10,797 | 8,630 | |||
| Experiential lodging property Nashville, Tennessee | 7.01 | % | 9/30/2031 | 71,223 | 70,422 | 67,235 | |||
| Eat & play property Austin, Texas | 11.31 | % | 6/1/2033 | 10,915 | 11,073 | 11,929 | |||
| Ski property West Dover and Wilmington, Vermont | 11.96 | % | 12/1/2034 | 51,050 | 51,045 | 51,031 | |||
| Four ski properties Ohio and Pennsylvania | 10.91 | % | 12/1/2034 | 37,562 | 37,506 | 37,413 | |||
| Ski property Chesterland, Ohio | 11.38 | % | 12/1/2034 | 4,550 | 4,509 | 4,396 | |||
| Ski property Hunter, New York | 8.72 | % | 1/5/2036 | 21,000 | 21,000 | 21,000 | |||
| Eat & play property Midvale, Utah | 10.25 | % | 5/31/2036 | 17,505 | 17,729 | 18,289 | |||
| Eat & play property West Chester, Ohio | 9.75 | % | 8/1/2036 | 18,068 | 18,285 | 18,830 | |||
| Fitness & wellness property Fort Collins, Colorado | 7.85 | % | 1/31/2038 | 10,292 | 10,568 | 10,408 | |||
| Early childhood education center Lake Mary, Florida | 7.98 | % | 5/9/2039 | 4,200 | 4,321 | 4,348 | |||
| Eat & play property Eugene, Oregon | 8.13 | % | 6/17/2039 | 14,700 | 14,759 | 14,799 | |||
| Early childhood education center Lithia, Florida | 8.42 | % | 10/31/2039 | 3,959 | 3,999 | 3,737 | |||
| Total | $ | 368,684 | $ | 369,134 | $ | 365,628 |
(1) Amounts include accrued interest.
| Q3 2021 Supplemental | Page 17 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| INVESTMENT SPENDING AND DISPOSITION SUMMARIES | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||||
| INVESTMENT SPENDING THREE MONTHS ENDED SEPTEMBER 30, 2021 | |||||||||||||||||
| INVESTMENT TYPE | TOTAL INVESTMENT SPENDING | NEW DEVELOPMENT | RE-DEVELOPMENT | ASSET ACQUISITION | MORTGAGE NOTES OR NOTES RECEIVABLE | INVESTMENT IN JOINT VENTURES | |||||||||||
| Theatres | $ | 1,141 | $ | 845 | $ | 296 | $ | — | $ | — | $ | — | |||||
| Eat & Play | 1,496 | 1,492 | 4 | — | — | — | |||||||||||
| Attractions | 17 | — | 17 | — | — | — | |||||||||||
| Ski | 2,753 | — | — | — | 2,753 | — | |||||||||||
| Experiential Lodging | 33,509 | 2,378 | 5,248 | — | — | 25,883 | |||||||||||
| Cultural | 5 | — | 5 | — | — | — | |||||||||||
| Fitness & Wellness | 329 | — | — | — | 329 | — | |||||||||||
| Total Experiential | 39,250 | 4,715 | 5,570 | — | 3,082 | 25,883 | |||||||||||
| Total Education | — | — | — | — | — | — | |||||||||||
| Total Investment Spending | $ | 39,250 | $ | 4,715 | $ | 5,570 | $ | — | $ | 3,082 | $ | 25,883 | |||||
| INVESTMENT SPENDING NINE MONTHS ENDED SEPTEMBER 30, 2021 | |||||||||||||||||
| INVESTMENT TYPE | TOTAL INVESTMENT SPENDING | NEW DEVELOPMENT | RE-DEVELOPMENT | ASSET ACQUISITION | MORTGAGE NOTES OR NOTES RECEIVABLE | INVESTMENT IN JOINT VENTURES | |||||||||||
| Theatres | $ | 4,190 | $ | 3,785 | $ | 405 | $ | — | $ | — | $ | — | |||||
| Eat & Play | 36,414 | 9,347 | 315 | 26,752 | — | — | |||||||||||
| Attractions | 46 | — | 46 | — | — | — | |||||||||||
| Ski | 5,546 | — | — | — | 5,546 | — | |||||||||||
| Experiential Lodging | 55,193 | 16,300 | 11,070 | — | — | 27,823 | |||||||||||
| Cultural | 4,394 | — | 15 | — | 4,379 | — | |||||||||||
| Fitness & Wellness | 2,124 | — | — | — | 2,124 | — | |||||||||||
| Total Experiential | 107,907 | 29,432 | 11,851 | 26,752 | 12,049 | 27,823 | |||||||||||
| Total Education | — | — | — | — | — | — | |||||||||||
| Total Investment Spending | $ | 107,907 | $ | 29,432 | $ | 11,851 | $ | 26,752 | $ | 12,049 | $ | 27,823 | |||||
| 2021 DISPOSITIONS | |||||||||||||||||
| THREE MONTHS ENDED SEPTEMBER 30, 2021 | NINE MONTHS ENDED SEPTEMBER 30, 2021 | ||||||||||||||||
| INVESTMENT TYPE | TOTAL DISPOSITIONS | NET PROCEEDS FROM SALE OF REAL ESTATE | NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES | TOTAL DISPOSITIONS | NET PROCEEDS FROM SALE OF REAL ESTATE | NET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES | |||||||||||
| Theatres | $ | — | $ | — | $ | — | $ | 28,634 | $ | 28,634 | $ | — | |||||
| Total Experiential | — | — | — | 28,634 | 28,634 | — | |||||||||||
| Total Education | 2,186 | 2,186 | — | 7,264 | 2,186 | 5,078 | |||||||||||
| Total Dispositions | $ | 2,186 | $ | 2,186 | $ | — | $ | 35,898 | $ | 30,820 | $ | 5,078 | Q3 2021 Supplemental | Page 18 | |||
| --- | --- | ||||||||||||||||
| PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT SEPTEMBER 30, 2021 (1) | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||||
| OWNED BUILD-TO-SUIT SPENDING ESTIMATES | |||||||||||||||||
| # OF PROJECTS | 4TH QUARTER 2021 | 1ST QUARTER 2022 | 2ND QUARTER 2022 | 3RD QUARTER 2022 | THEREAFTER | TOTAL EXPECTED COSTS (2) | % LEASED | ||||||||||
| Total Build-to-Suit (3) | 16,535 | 6 | $ | 105 | $ | 105 | $ | 105 | $ | — | $ | 130 | $ | 16,980 | 100 | % | |
| Non Build-to-Suit Development | |||||||||||||||||
| Total Property Under Development | 20,166 | ||||||||||||||||
| SEPTEMBER 30, 2021 | OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES | ||||||||||||||||
| # OF PROJECTS | 4TH QUARTER 2021 | 1ST QUARTER 2022 | 2ND QUARTER 2022 | 3RD QUARTER 2022 | THEREAFTER | TOTAL IN-SERVICE (2) | ACTUAL IN-SERVICE 3RD QUARTER 2021 | ||||||||||
| Total Build-to-Suit | 6 | $ | 12,696 | $ | 381 | $ | 1,404 | $ | 2,499 | $ | — | $ | 16,980 | $ | 2,899 | ||
| MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES | |||||||||||||||||
| # OF PROJECTS | 4TH QUARTER 2021 | 1ST QUARTER 2022 | 2ND QUARTER 2022 | 3RD QUARTER 2022 | THEREAFTER | TOTAL EXPECTED COSTS (2) | |||||||||||
| Total Build-to-Suit Mortgage Notes | 55,333 | 2 | $ | 2,426 | $ | — | $ | — | $ | — | $ | 10,163 | $ | 67,922 | |||
| Non Build-to-Suit Mortgage Notes | |||||||||||||||||
| Total Mortgage Notes Receivable | 369,134 | ||||||||||||||||
| (1) This schedule includes only those properties for which the Company has commenced construction as of September 30, 2021. | |||||||||||||||||
| (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 is estimated at 0.2 million for the three months ended December 31, 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. |
All values are in US Dollars.
| Q3 2021 Supplemental | Page 19 | |||||||
|---|---|---|---|---|---|---|---|---|
| LEASE EXPIRATIONS | ||||||||
| --- | --- | --- | --- | --- | --- | |||
| AS OF SEPTEMBER 30, 2021 | ||||||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||
| YEAR | TOTAL NUMBER OF PROPERTIES | RENTAL REVENUE FOR THE TRAILING TWELVE MONTHS ENDED SEPTEMBER 30, 2021 (1) | % OF TOTAL REVENUE | |||||
| 2021 | — | $ | — | — | % | |||
| 2022 | 2 | 2,673 | 1 | % | ||||
| 2023 | 2 | 953 | — | % | ||||
| 2024 | 6 | 7,955 | 2 | % | ||||
| 2025 | 2 | 2,664 | 1 | % | ||||
| 2026 | 3 | 6,199 | 1 | % | ||||
| 2027 | 8 | 19,014 | 4 | % | ||||
| 2028 | 12 | 8,912 | 2 | % | ||||
| 2029 | 12 | 12,600 | 3 | % | ||||
| 2030 | 22 | 22,025 | 5 | % | ||||
| 2031 | 13 | 7,174 | 1 | % | ||||
| 2032 | 21 | 16,040 | 3 | % | ||||
| 2033 | 10 | 10,103 | 2 | % | ||||
| 2034 | 40 | 42,705 | 9 | % | ||||
| 2035 | 33 | 73,172 | 15 | % | ||||
| 2036 | 26 | 31,027 | 7 | % | ||||
| 2037 | 32 | 51,423 | 11 | % | ||||
| 2038 | 35 | 33,376 | 7 | % | ||||
| 2039 | 4 | 6,739 | 1 | % | ||||
| 2040 | 4 | 4,673 | 1 | % | ||||
| Thereafter | 37 | 27,302 | 6 | % | ||||
| 324 | $ | 386,729 | 82 | % | ||||
| Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under development, land held for development, properties operated by the Company and investments in mortgage notes receivable. | ||||||||
| (1) Rental revenue for the trailing twelve months ended September 30, 2021 includes lease revenue related to the Company's existing operating ground leases (leases in which the Company is a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized during the trailing twelve months ended September 30, 2021 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842). | Q3 2021 Supplemental | Page 20 | ||||||
| --- | --- | |||||||
| TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE | ||||||||
| --- | --- | --- | ||||||
| (UNAUDITED, DOLLARS IN THOUSANDS) | ||||||||
| PERCENTAGE OF TOTAL REVENUE | PERCENTAGE OF TOTAL REVENUE | |||||||
| FOR THE THREE MONTHS ENDED | FOR THE NINE MONTHS ENDED | |||||||
| CUSTOMERS | SEPTEMBER 30, 2021 | SEPTEMBER 30, 2021 | ||||||
| 1. | AMC Theatres | 16.7% | 18.8% | |||||
| 2. | Topgolf | 15.4% | 16.8% | |||||
| 3. | Regal Cinemas | 8.3% | 6.2% | |||||
| 4. | Cinemark | 7.6% | 8.5% | |||||
| 5. | Vail Resorts | 5.0% | 5.5% | |||||
| 6. | Premier Parks | 4.5% | 2.6% | |||||
| 7. | Camelback Resort | 4.0% | 4.4% | |||||
| 8. | Six Flags | 3.3% | 3.3% | |||||
| 9. | Endeavor Schools | 2.7% | 3.0% | |||||
| 10. | Empire Resorts | 2.0% | 2.2% | |||||
| Total | 69.5% | 71.3% | Q3 2021 Supplemental | Page 21 | ||||
| --- | --- | |||||||
| GUIDANCE | ||||||||
| --- | ||||||||
| (UNAUDITED, DOLLARS IN MILLION, EXCEPT PER SHARE DATA) | ||||||||
| MEASURE | 2021 GUIDANCE | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| YTD ACTUALS | CURRENT | |||||||
| Investment spending (1) | $107.9 | (1) | ||||||
| Disposition proceeds and mortgage note payoff | $35.9 | $93.0 | to | 103.0 | to | $50.0 | ||
| Percentage rent and participating interest income | $7.2 | $10.8 | to | 11.8 | to | $9.5 | ||
| General and administrative expense | $33.9 | $45.0 | to | 47.0 | to | $47.5 | ||
| FFO per diluted share (1) | $2.16 | $2.80 | to | 2.86 | to | $2.90 | ||
| FFO as adjusted (FFOAA) per diluted share (1) | $2.01 | $2.95 | to | 3.01 | to | $2.86 | ||
| RECONCILIATION FROM NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF EPR PROPERTIES (PER DILUTED SHARE): | YTD ACTUALS | 2021 GUIDANCE | ||||||
| Net income available to common shareholders of EPR Properties | $0.48 | $0.76 | to | 0.84 | ||||
| Gain on sale of real estate | (0.02) | (0.23) | to | (0.25) | ||||
| Impairment of real estate investments, net | 0.04 | 0.04 | ||||||
| Real estate depreciation and amortization | 1.64 | 2.18 | ||||||
| Allocated share of joint venture depreciation | 0.02 | 0.05 | ||||||
| FFO available to common shareholders of EPR Properties | $2.16 | $2.80 | to | 2.86 | ||||
| Transaction costs | 0.04 | 0.05 | ||||||
| Costs associated with loan refinancing or payoff | 0.07 | 0.36 | ||||||
| Credit loss (benefit) expense | (0.26) | (0.26) | ||||||
| FFO as adjusted (FFOAA) available to common shareholders of EPR Properties | $2.01 | $2.95 | to | 3.01 |
All values are in US Dollars.
(1) At this time, the Company is not providing investment spending guidance. The guidance for FFO per diluted share and FFOAA per diluted share includes only previously committed additional investment spending of approximately $6.1 million for the last three months of 2021.
| EXPECTED REVENUE RECOGNITION AND CASH COLLECTIONS AS A % of CONTRACTUAL CASH REVENUE (2) | 4TH QUARTER 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| RANGE IN $ | % OF CONTRACTUAL CASH REVENUE (2) | |||||||
| Revenue recognition | $133.0 | to | $138.0 | 96% | to | 99% | ||
| Cash collections | $131.0 | to | $135.0 | 95% | to | 97% |
(2) Contractual cash revenue is an operational measure and represents aggregate cash payments for which the Company is entitled under existing contracts, excluding the impact of any temporary abatements or deferrals, percentage rent (rents received over base amounts), non-cash revenue and revenue from taxable REIT subsidiaries (TRSs).
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. See cautionary statement concerning forward-looking statements on page 3.
| Q3 2021 Supplemental | Page 22 |
|---|---|
| DEFINITIONS - NON-GAAP FINANCIAL MEASURES | |
| --- |
EBITDAre
The National Association of Real Estate Investment Trusts (“NAREIT”) developed EBITDAre as a relative non-GAAP financial measure of REITs, independent of a company's capital structure, to provide a uniform basis to measure the enterprise value of a company. Pursuant to the definition of EBITDAre by the Board of Governors of NAREIT, the Company calculates EBITDAre as net income (loss), computed in accordance with GAAP, excluding interest expense (net), income tax expense (benefit), depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, credit loss (benefit) expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDAre is Adjusted EBITDAre 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 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 income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.
NET DEBT AND ADJUSTED NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding its financial condition. Adjusted net debt is net debt less 40% times property under development to remove the estimated portion of property under development that has been financed with debt but has not yet produced earnings. The Company's method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
| Q3 2021 Supplemental | Page 23 |
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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 income (loss) available to common shareholders and earnings per share. Pursuant to the definition of FFO by the Board of Governors of NAREIT, the Company calculates FFO as net income (loss) available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. The Company has calculated FFO for all periods presented in accordance with this definition. In addition, the Company presents FFO as adjusted. Management believes it is useful to provide FFO as adjusted as a supplemental measure to GAAP net income (loss) available to common shareholders and earnings per share. FFO as adjusted is FFO plus costs associated with loan refinancing or payoff, transaction costs, severance expense, preferred share redemption costs, impairment of operating lease right-of-use assets and credit loss (benefit) expense, and by subtracting gain on insurance recovery and deferred income tax expense (benefit). FFO and FFO as adjusted are non-GAAP financial measures. FFO and FFO as adjusted do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations, cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFO as adjusted the same way so comparisons with other REITs may not be meaningful.
ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, the Company presents AFFO by adding to FFO costs associated with loan refinancing or payoff, transaction costs, credit loss (benefit) 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 the impact of straight-line ground sublease expense), non-cash portion of mortgage and other financing income, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income (loss) available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.
| Q3 2021 Supplemental | Page 24 |
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INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net income (loss) impairment charges, credit loss (benefit) expense, transaction costs, interest expense, gross (including interest expense in discontinued operations), severance expense, depreciation and amortization, share-based compensation expense to management and trustees and costs associated with loan refinancing or payoff; subtracting interest cost capitalized, straight-line rental revenue, gain on early extinguishment of debt, gain (loss) on sale of real estate from continuing and discontinued operations, gain on insurance recovery, gain on previously held equity interest, gain on early extinguishment of debt, prepayment fees and deferred income tax benefit (expense). The Company calculates interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. The Company considers the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. The Company's calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
FIXED CHARGE COVERAGE RATIO
The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and preferred share dividends are also added to the denominator. The Company considers the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. The Company's calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
DEBT SERVICE COVERAGE RATIO
The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that interest expense, gross and recurring principal payments are also added to the denominator. The Company considers the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. The Company's calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
| Q3 2021 Supplemental | Page 25 |
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| Appendix to Supplemental Operating and Financial Data | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Certain Non-GAAP Financial Measures | |||||||||||||||
| Third Quarter and Nine Months Ended September 30, 2021 | |||||||||||||||
| Q3 2021 Supplemental | Page 26 | ||||||||||||||
| --- | --- | ||||||||||||||
| CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||
| INTEREST COVERAGE RATIO (1): | 3RD QUARTER 2021 | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | |||||||||
| Net income (loss) | $ | 32,117 | $ | 18,552 | $ | 3,380 | $ | (19,977) | $ | (85,904) | $ | (62,965) | |||
| Impairment charges | 2,711 | — | — | 22,832 | 11,561 | 51,264 | |||||||||
| Impairment charges on joint ventures | — | — | — | — | — | 3,247 | |||||||||
| Transaction costs | 2,132 | 662 | 548 | 814 | 2,776 | 771 | |||||||||
| Credit loss (benefit) expense | (14,096) | (2,819) | (2,762) | 20,312 | 5,707 | 3,484 | |||||||||
| Interest expense, gross | 36,841 | 38,869 | 39,854 | 43,341 | 42,312 | 39,281 | |||||||||
| Severance expense | — | — | — | 2,868 | — | — | |||||||||
| Depreciation and amortization | 42,612 | 40,538 | 40,326 | 42,014 | 42,059 | 42,450 | |||||||||
| Share-based compensation expense | |||||||||||||||
| to management and trustees | 3,759 | 3,675 | 3,784 | 3,437 | 3,410 | 3,463 | |||||||||
| Costs associated with loan refinancing or payoff | 4,741 | — | 241 | 812 | — | 820 | |||||||||
| Interest cost capitalized | (233) | (514) | (595) | (404) | (325) | (242) | |||||||||
| Straight-line rental revenue | (981) | (1,420) | (1,289) | (898) | 17,969 | (2,229) | |||||||||
| Gain on sale of real estate | (787) | (511) | (201) | (49,877) | — | (22) | |||||||||
| Gain on insurance recovery | — | — | (30) | (809) | — | — | |||||||||
| Deferred income tax expense (benefit) | — | — | — | — | 18,035 | (1,676) | |||||||||
| Interest coverage amount | $ | 108,816 | $ | 97,032 | $ | 83,256 | $ | 64,465 | $ | 57,600 | $ | 77,646 | |||
| Interest expense, net | $ | 36,584 | $ | 38,312 | $ | 39,194 | $ | 42,838 | $ | 41,744 | $ | 38,340 | |||
| Interest income | 24 | 43 | 65 | 99 | 243 | 699 | |||||||||
| Interest cost capitalized | 233 | 514 | 595 | 404 | 325 | 242 | |||||||||
| Interest expense, gross | $ | 36,841 | $ | 38,869 | $ | 39,854 | $ | 43,341 | $ | 42,312 | $ | 39,281 | |||
| Interest coverage ratio | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | |||||||||
| FIXED CHARGE COVERAGE RATIO (1): | |||||||||||||||
| Interest coverage amount | $ | 108,816 | $ | 97,032 | $ | 83,256 | $ | 64,465 | $ | 57,600 | $ | 77,646 | |||
| Interest expense, gross | $ | 36,841 | $ | 38,869 | $ | 39,854 | $ | 43,341 | $ | 42,312 | $ | 39,281 | |||
| Preferred share dividends | 6,033 | 6,033 | 6,034 | 6,034 | 6,034 | 6,034 | |||||||||
| Fixed charges | $ | 42,874 | $ | 44,902 | $ | 45,888 | $ | 49,375 | $ | 48,346 | $ | 45,315 | |||
| Fixed charge coverage ratio | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | |||||||||
| DEBT SERVICE COVERAGE RATIO (1): | |||||||||||||||
| Interest coverage amount | $ | 108,816 | $ | 97,032 | $ | 83,256 | $ | 64,465 | $ | 57,600 | $ | 77,646 | |||
| Interest expense, gross | $ | 36,841 | $ | 38,869 | $ | 39,854 | $ | 43,341 | $ | 42,312 | $ | 39,281 | |||
| Recurring principal payments | — | — | — | — | — | — | |||||||||
| Debt service | $ | 36,841 | $ | 38,869 | $ | 39,854 | $ | 43,341 | $ | 42,312 | $ | 39,281 | |||
| Debt service coverage ratio | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | Footnote 2 | |||||||||
| (1) See pages 23 through 25 for definitions. | |||||||||||||||
| (2) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications. | Q3 2021 Supplemental | Page 27 | |||||||||||||
| --- | --- | ||||||||||||||
| 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 27 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows: | |||||||||||||||
| 3RD QUARTER 2021 | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | ||||||||||
| Net cash provided (used) by operating activities | $ | 95,624 | $ | 62,494 | $ | 78,306 | $ | 5,795 | $ | 2,065 | $ | (31,631) | |||
| Equity in loss from joint ventures | (418) | (1,151) | (1,431) | (1,364) | (1,044) | (1,724) | |||||||||
| Distributions from joint ventures | — | — | (90) | — | — | — | |||||||||
| Amortization of deferred financing costs | (2,210) | (1,574) | (1,547) | (1,823) | (1,498) | (1,651) | |||||||||
| Amortization of above and below market leases, net and tenant allowances | 98 | 99 | 96 | 96 | 124 | 108 | |||||||||
| Changes in assets and liabilities, net: | |||||||||||||||
| Amortization of operating lease assets and liabilities | 146 | 113 | 120 | 230 | (14) | (287) | |||||||||
| Mortgage notes and related accrued interest receivable | (154) | 423 | (280) | 3,297 | 1,154 | 2,613 | |||||||||
| Accounts receivable | (10,692) | (6,265) | (18,687) | 4,422 | (5,053) | 62,163 | |||||||||
| Other assets | (4,396) | (1,003) | 7,323 | (367) | (2,208) | 819 | |||||||||
| Accounts payable and accrued liabilities | (7,230) | 2,716 | (997) | 404 | (4,348) | 6,555 | |||||||||
| Unearned rents and interest | 289 | 3,583 | (18,075) | 9,312 | 5,690 | 3,100 | |||||||||
| Straight-line rental revenue | (981) | (1,420) | (1,289) | (898) | 17,969 | (2,229) | |||||||||
| Interest expense, gross | 36,841 | 38,869 | 39,854 | 43,341 | 42,312 | 39,281 | |||||||||
| Interest cost capitalized | (233) | (514) | (595) | (404) | (325) | (242) | |||||||||
| Transaction costs | 2,132 | 662 | 548 | 814 | 2,776 | 771 | |||||||||
| Severance expense (cash portion) | — | — | — | 1,610 | — | — | |||||||||
| Interest coverage amount (1) | $ | 108,816 | $ | 97,032 | $ | 83,256 | $ | 64,465 | $ | 57,600 | $ | 77,646 | |||
| Net cash (used) provided by investing activities | $ | (12,711) | $ | 3,128 | $ | (29,894) | $ | 204,883 | $ | (17,919) | $ | (13,219) | |||
| Net cash used by financing activities | $ | (446,643) | $ | (96,195) | $ | (532,435) | $ | (170,716) | $ | (5,994) | $ | (175,358) | |||
| (1) See pages 23 through 25 for definitions. | Q3 2021 Supplemental | Page 28 | |||||||||||||
| --- | --- | ||||||||||||||
| RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre, ANNUALIZED ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED REVENUE | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (UNAUDITED, DOLLARS IN THOUSANDS) | |||||||||||||||
| ADJUSTED EBITDAre (4): | 3RD QUARTER 2021 | 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | |||||||||
| Net income (loss) | $ | 32,117 | $ | 18,552 | $ | 3,380 | $ | (19,977) | $ | (85,904) | $ | (62,965) | |||
| Interest expense, net | 36,584 | 38,312 | 39,194 | 42,838 | 41,744 | 38,340 | |||||||||
| Income tax expense (benefit) | 395 | 398 | 407 | 402 | 18,417 | (1,312) | |||||||||
| Depreciation and amortization | 42,612 | 40,538 | 40,326 | 42,014 | 42,059 | 42,450 | |||||||||
| Gain on sale of real estate | (787) | (511) | (201) | (49,877) | — | (22) | |||||||||
| Impairment of real estate investments, net (3) | 2,711 | — | — | 22,832 | 11,561 | 36,255 | |||||||||
| Costs associated with loan refinancing or payoff | 4,741 | — | 241 | 812 | — | 820 | |||||||||
| Allocated share of joint venture depreciation | 966 | 459 | 354 | 361 | 369 | 378 | |||||||||
| Allocated share of joint venture interest expense | 981 | 846 | 789 | 872 | 741 | 736 | |||||||||
| Impairment charges on joint ventures | — | — | — | — | — | 3,247 | |||||||||
| EBITDAre | $ | 120,320 | $ | 98,594 | $ | 84,490 | $ | 40,277 | $ | 28,987 | $ | 57,927 | |||
| Gain on insurance recovery (1) | — | — | (30) | (809) | — | — | |||||||||
| Severance expense | — | — | — | 2,868 | — | — | |||||||||
| Transaction costs | 2,132 | 662 | 548 | 814 | 2,776 | 771 | |||||||||
| Credit loss (benefit) expense | (14,096) | (2,819) | (2,762) | 20,312 | 5,707 | 3,484 | |||||||||
| Accounts receivable write-offs from prior periods (2) | — | — | — | 4,301 | 13,533 | — | |||||||||
| Straight-line receivable write-offs from prior periods (2) | — | — | — | 870 | 19,927 | — | |||||||||
| Impairment of operating lease right-of-use assets (3) | — | — | — | — | — | 15,009 | |||||||||
| Adjusted EBITDAre (for the quarter) | $ | 108,356 | $ | 96,437 | $ | 82,246 | $ | 68,633 | $ | 70,930 | $ | 77,191 | |||
| Adjusted EBITDAre (5) | Footnote 10 | Footnote 10 | Footnote 10 | Footnote 10 | Footnote 10 | Footnote 10 | |||||||||
| ANNUALIZED ADJUSTED EBITDAre (4): | |||||||||||||||
| Adjusted EBITDAre (for the quarter) | Footnote 10 | Footnote 10 | Footnote 10 | Footnote 10 | Footnote 10 | Footnote 10 | |||||||||
| Corporate/unallocated and other NOI | |||||||||||||||
| In-service and disposition adjustments (6) | |||||||||||||||
| Percentage rent/participation adjustments (7) | |||||||||||||||
| Non-recurring adjustments (8) | |||||||||||||||
| Annualized Adjusted EBITDAre (for the quarter) | |||||||||||||||
| Annualized Adjusted EBITDAre (9) | |||||||||||||||
| See footnotes on following page. | Q3 2021 Supplemental | Page 29 | |||||||||||||
| --- | --- | ||||||||||||||
| (1) Included in other income in the consolidated statements of income (loss) in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows: | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | |||||||||||
| Income (loss) from settlement of foreign currency swap contracts | 39 | $ | (28) | $ | 52 | $ | 110 | $ | 154 | $ | 408 | ||||
| Gain on insurance recovery | — | 30 | 809 | — | — | ||||||||||
| Operating income from operated properties | 848 | 295 | 45 | 16 | 8 | ||||||||||
| Fee income | — | — | — | — | — | ||||||||||
| Miscellaneous income | 213 | 301 | 4 | 12 | — | ||||||||||
| Other income | 8,091 | $ | 1,033 | $ | 678 | $ | 968 | $ | 182 | $ | 416 | ||||
| (2) Included in rental revenue from continuing operations in the consolidated statements of income (loss) in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows: | |||||||||||||||
| 2ND QUARTER 2021 | 1ST QUARTER 2021 | 4TH QUARTER 2020 | 3RD QUARTER 2020 | 2ND QUARTER 2020 | |||||||||||
| Minimum rent | 114,375 | $ | 107,100 | $ | 94,190 | $ | 79,342 | $ | 83,230 | $ | 89,589 | ||||
| Accounts receivable write-offs from prior periods | — | — | (4,301) | (13,533) | — | ||||||||||
| Tenant reimbursements | 5,000 | 4,822 | 4,831 | 2,413 | 4,169 | ||||||||||
| Percentage rent | 2,016 | 2,030 | 3,040 | 1,303 | 1,454 | ||||||||||
| Straight-line rental revenue | 1,420 | 1,289 | 1,768 | 1,958 | 2,229 | ||||||||||
| Straight-line write-offs from prior periods | — | — | (870) | (19,927) | — | ||||||||||
| Other rental revenue | 347 | 283 | 201 | 147 | 90 | ||||||||||
| Rental revenue | 123,040 | $ | 115,883 | $ | 102,614 | $ | 84,011 | $ | 55,591 | $ | 97,531 | ||||
| (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 23 through 25 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. |
All values are in US Dollars.
| Q3 2021 Supplemental | Page 30 |
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