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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2024
EPR Properties
(Exact name of registrant as specified in its charter)
Maryland 001-13561 43-1790877
(State or other jurisdiction of
incorporation)
 (Commission
File Number)
 (I.R.S. Employer
Identification No.)
909 Walnut Street,Suite 200
Kansas City,Missouri64106
(Address of principal executive offices) (Zip Code)
(816)472-1700
(Registrant’s telephone number, including area code) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common shares, par value $0.01 per shareEPRNew York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per shareEPR PrCNew York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per shareEPR PrENew York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per shareEPR PrGNew York Stock Exchange

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

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o




Item 2.02 Results of Operations and Financial Condition.

On February 28, 2024, EPR Properties (the "Company") announced its results of operations and financial condition for the fourth quarter and year ended December 31, 2023. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2024, Craig L. Evans, the Company's Executive Vice President, General Counsel and Secretary, notified the Company that he will retire from the Company, effective March 1, 2024. Paul Turvey, who currently serves as Senior Vice President and Associate General Counsel, will assume the positions of General Counsel and Secretary upon Mr. Evans' retirement.

In connection with Mr. Evans' retirement, on February 26, 2024, the Company and Mr. Evans entered into a Retirement and Release Agreement (the "Retirement Agreement"). Pursuant to the Retirement Agreement, the Company will continue to pay Mr. Evans the same base salary and benefits through the date of his retirement and, following his retirement: (i) the Company will pay Mr. Evans a lump sum cash payment of $110,103.19 (less any deductions required by law) consisting of (a) $59,154.96, which is equivalent to the pro-rated annual incentive bonus that Mr. Evans would have received under the Company's annual incentive program for 2024 with the achievement of "at target" performance level, (b) $49,246.50, which is equivalent to the fair market value of the time-based restricted shares portion of the pro-rated long-term incentive bonus that Mr. Evans would have received under the Company's long-term incentive plan for 2024 with the achievement of "at target" performance level, and (c) $1,701.73 for unused paid time off; (ii) the Company will grant Mr. Evans 2,589 performance share units, which is equivalent to the performance share unit portion of the pro-rated long-term incentive bonus that Mr. Evans would have been granted under the Company's long-term incentive plan for 2024, and which award will vest subject to the attainment of specified performance goals; (iii) all of Mr. Evans' other outstanding unvested performance share units will remain outstanding and vest in accordance with their terms; and (iv) all of Mr. Evans' unvested restricted common shares will fully vest.

Under the Retirement Agreement, Mr. Evans agreed to a general release of claims in favor of the Company and its affiliates and a non-disparagement restrictive covenant. Mr. Evans also agreed to provide future consulting services to the Company to the extent requested by the Company and upon a rate to be mutually agreed upon.

The foregoing summary of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement, which the Company will file as an exhibit to a subsequent periodic report filed with the U.S. Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.
In addition, on February 28, 2024, the Company made available on its website an investor slide presentation and supplemental operating and financial data for the fourth quarter and year ended December 31, 2023, the text of which are set forth in Exhibits 99.2 and 99.3 hereto, respectively, and are hereby incorporated by reference herein.
The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.




Item 9.01 Financial Statements and Exhibits. 
Exhibit
No.
  Description
  
  
Press Release dated February 28, 2024 issued by EPR Properties announcing its results of operations and financial condition for the fourth quarter and year ended December 31, 2023.
  
Investor slide presentation for the fourth quarter and year ended December 31, 2023, made available by EPR Properties on February 28, 2024.
Supplemental Operating and Financial Data for the fourth quarter and year ended December 31, 2023, made available by EPR Properties on February 28, 2024.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EPR PROPERTIES
By:/s/ Mark A. Peterson
Mark A. Peterson
Executive Vice President, Treasurer and Chief Financial
Officer
Date: February 28, 2024





















































Exhibit 99.1
pressreleaseheaderlesswhite.jpg
EPR Properties Reports Fourth Quarter and 2023 Year-End Results
Introduces Earnings and Investment Spending Guidance for 2024
Announces 3.6% Increase in Monthly Dividend

Kansas City, MO, February 28, 2024 -- EPR Properties (NYSE:EPR) today announced operating results for the fourth quarter and year ended December 31, 2023 (dollars in thousands, except per share data):    
 Three Months Ended December 31,Twelve Months Ended December 31,
 2023 (2)2022 (3)2023 (2)2022 (3)
Total revenue$171,981 $178,703 $705,668 $658,031 
Net income available to common shareholders39,489 36,287 148,901 152,088 
Net income available to common shareholders per diluted common share0.52 0.48 1.97 2.03 
Funds From Operations as adjusted (FFOAA)(1)90,240 94,967 397,194 355,157 
FFOAA per diluted common share (1)1.18 1.25 5.18 4.69 
Adjusted Funds From Operations (AFFO) (1)88,475 96,799 400,643 370,340 
AFFO per diluted common share (1)1.16 1.27 5.22 4.89 
Note: Each of the measures above include deferred rent and interest collections from cash basis customers that were recognized as revenue of $0.6 million and $36.4 million, and $6.2 million and $17.7 million, for the three months and years ended December 31, 2023 and 2022, respectively.
(1) A non-GAAP financial measure.
(2) Each of the measures above for the three months and year ended December 31, 2023 include lease termination fees recognized as revenue of $2.5 million and $3.4 million, respectively.
(3) Total revenue, net income available to common shareholders and net income available to common shareholders per diluted common share for the three months and year ended December 31, 2022 each include $9.1 million of sale participation income.

Fourth Quarter Company Headlines
Executes on Investment Pipeline - During the fourth quarter of 2023, the Company's investment spending totaled $133.9 million, bringing the total investment spending for the year to $269.4 million, which included $77.0 million for a mortgage note related to three premier resort and day spas in the Northeastern U.S. and $9.4 million for the acquisition of the Company's third climbing gym in Belmont, California.
Strong Liquidity Position - As of December 31, 2023, the Company had cash on hand of $78.1 million, no borrowings on its $1.0 billion unsecured revolving credit facility and a consolidated debt profile that is all at fixed interest rates with only $136.6 million maturing in 2024.
Introduces 2024 Guidance - The Company is introducing FFOAA per diluted common share guidance for 2024 of $4.76 to $4.96, representing an increase of 3.2% at the midpoint over 2023 after excluding the impact from both years of out-of-period deferred rent and interest collections from cash-basis customers included in income. The Company is also introducing investment spending guidance for 2024 of $200.0 million to $300.0 million and disposition proceeds guidance of $50.0 million to $75.0 million.
Announces Increase in Monthly Dividend - Based on the Company's expectation of its financial results for 2024, the Company is announcing an increase in its monthly dividend of 3.6%.




“We concluded 2023 with positive momentum, as we executed on our investment spending and delivered strong earnings growth. We also saw sustained strength in our customers’ businesses, with continued consumer spending on experiences and strong North American box office growth of over 20% compared to 2022,” stated Company President and CEO Greg Silvers. “We have prioritized maintaining a strong balance sheet while providing the financial flexibility to execute on our pipeline of opportunities. We will continue our disciplined capital deployment while seeking to deliver reliable earnings growth. Lastly, we are pleased to announce a 3.6% increase in our monthly dividend to common shareholders.”

Investment Update
The Company's investment spending during the three months ended December 31, 2023 totaled $133.9 million, bringing the total investment spending for the year ended December 31, 2023 to $269.4 million, which included $77.0 million for a mortgage note related to three premier resort and day spas in the Northeastern U.S. and $9.4 million for the acquisition of the Company's third climbing gym in Belmont, California. The mortgage note for the resort and day spas includes commitments of $47.1 million to fund future projects. Investment spending for the quarter also included experiential build-to-suit development and redevelopment projects.

As of December 31, 2023, the Company has committed an additional approximately $240.0 million for experiential development and redevelopment projects (including the mortgage note commitment of $47.1 million discussed above), which is expected to be funded over the next two years. The Company will continue to be more selective in making investments, utilizing cash on hand, excess cash flow, disposition proceeds and borrowings under our line of credit, until such time as the Company's cost of capital further improves.

Strong Liquidity Position
The Company remains focused on maintaining strong liquidity and financial flexibility. The Company had $78.1 million of cash on hand at quarter-end, no borrowings on its $1.0 billion unsecured revolving credit facility and a consolidated debt profile that is all at fixed interest rates with only $136.6 million maturing in 2024.

Capital Recycling
During the fourth quarter of 2023, the Company completed the sales of two operating theatre properties, one vacant theatre property and one vacant early childhood education center property for net proceeds totaling $22.2 million and recognized a net loss on sale of $3.6 million for the quarter. Disposition proceeds totaled $57.2 million for the year ended December 31, 2023.

Subsequent to year-end, the Company completed the sale of two cultural properties for net proceeds of approximately $45.0 million and expects to recognize a gain on sale of approximately $17.0 million during the three months ending March 31, 2024, in connection with this sale.

Portfolio Update
The Company's total assets were $5.7 billion (after accumulated depreciation of approximately $1.4 billion) and total investments (a non-GAAP financial measure) were approximately $6.8 billion at December 31, 2023, with Experiential investments totaling $6.3 billion, or 93%, and Education investments totaling $0.5 billion, or 7%.

The Company's Experiential portfolio (excluding property under development and undeveloped land inventory) consisted of the following property types (owned or financed) at December 31, 2023:



166 theatre properties;
58 eat & play properties (including seven theatres located in entertainment districts);
23 attraction properties;
11 ski properties;
seven experiential lodging properties;
20 fitness & wellness properties;
one gaming property; and
three cultural properties.

As of December 31, 2023, the Company's owned Experiential portfolio consisted of approximately 19.8 million square feet, which includes 0.6 million square feet of properties the Company intends to sell. The Experiential portfolio, excluding the properties the Company intends to sell, was 99% leased and included a total of $131.3 million in property under development and $20.2 million in undeveloped land inventory.

The Company's Education portfolio consisted of the following property types (owned or financed) at December 31, 2023:
61 early childhood education center properties; and
nine private school properties.

As of December 31, 2023, the Company's owned Education portfolio consisted of approximately 1.3 million square feet, which includes 39 thousand square feet of properties the Company intends to sell. The Education portfolio, excluding the properties the Company intends to sell, was 100% leased.

The combined owned portfolio consisted of 21.1 million square feet and was 99% leased excluding the 0.6 million square feet of properties the Company intends to sell.

Dividend Information
The Company's Board of Trustees declared its monthly cash dividend to common shareholders of $0.285 per share payable April 15, 2024 to shareholders of record as of March 28, 2024. This dividend represents an annualized dividend of $3.42 per common share, an increase of 3.6% over the prior year's annualized dividend (based upon the monthly dividend at the end of the prior year).

Additionally, the Company's Board of Trustees declared its regular quarterly dividends to preferred shareholders of $0.359375 per share on both the Company's 5.75% Series C cumulative convertible preferred shares and Series G cumulative redeemable preferred shares and $0.5625 per share on its 9.00% Series E cumulative convertible preferred shares, payable April 15, 2024 to shareholders of record as of March 28, 2024.

Retirement of Executive Vice President, General Counsel and Secretary
Today the Company announced the retirement of Craig Evans, Executive Vice President, General Counsel and Secretary, effective March 1, 2024. Paul Turvey, who currently serves as Senior Vice President and Associate General Counsel, will assume the role of General Counsel and Secretary upon Mr. Evans' retirement.

Mr. Evans has been with the Company as General Counsel since 2015, having previously worked closely with the Company for many years as a partner at the law firm Stinson LLP, the Company’s outside counsel. Mr. Turvey joined the Company in 2013 as Associate General Counsel and has been a valuable member of the management team. Prior to joining the Company, he was a partner at the law firm Dentons, and practiced in the firm’s Real Estate Group.

“Craig has been a trusted advisor, providing legal and strategic counsel on a wide range of matters,” stated Company Chairman and CEO Greg Silvers. “We are very grateful to Craig for his years of service and contributions to the Company, and we wish him all the best in his retirement.



Additionally, we are confident in a smooth transition as Paul has an extended and respected tenure with the Company.”

2024 Guidance
(Dollars in millions, except per share data):
Measure
Net income available to common shareholders per diluted common share$2.74 to$2.94 
FFOAA per diluted common share$4.76 to$4.96 
Investment spending$200.0 to$300.0 
Disposition proceeds$50.0 to$75.0 
The Company is introducing its 2024 guidance for FFOAA per diluted common share of $4.76 to $4.96, representing an increase of 3.2% at the midpoint over 2023 after excluding the impact from both years of out-of-period deferred rent and interest collections from cash-basis customers included in income. The 2024 guidance for FFOAA per diluted common share is based on a FFO per diluted common share range of $4.74 to $4.94 adjusted for transaction costs, deferred income tax benefit and retirement and severance expense. FFO per diluted common share for 2024 is based on a net income available to common shareholders per diluted common share range of $2.74 to $2.94 plus estimated real estate depreciation and amortization of $2.14 and allocated share of joint venture depreciation of $0.13, less estimated gain on sale of real estate of $0.22 and the impact of Series C and Series E dilution of $0.05 (in accordance with the NAREIT definition of FFO).

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

Conference Call Information
Management will host a conference call to discuss the Company's financial results on February 29, 2024 at 8:30 a.m. Eastern Time. The call may also include discussion of Company developments and forward-looking and other material information about business and financial matters. The conference will be webcast and can be accessed via the Webcasts page in the Investor Center on the Company's website located at https://investors.eprkc.com/webcasts. To access the audio-only call, visit the Webcasts page for the link to register and receive dial-in information and a PIN providing access to the live call. It is recommended that you join 10 minutes prior to the start of the event (although you may register and dial-in at any time during the call).

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

Quarterly and Year-End Supplemental
The Company's supplemental information package for the fourth quarter and year ended December 31, 2023 is available in the Investor Center on the Company's website located at https://investors.eprkc.com/earnings-supplementals.



EPR Properties
Consolidated Statements of Income
(Unaudited, dollars in thousands except per share data)
 Three Months Ended December 31,Year Ended December 31,
 2023202220232022
Rental revenue$148,738 $152,652 $616,139 $575,601 
Other income12,068 16,756 45,947 47,382 
Mortgage and other financing income11,175 9,295 43,582 35,048 
Total revenue171,981 178,703 705,668 658,031 
Property operating expense14,759 13,747 57,478 55,985 
Other expense13,539 7,705 44,774 33,809 
General and administrative expense13,765 13,082 56,442 51,579 
Severance expense— — 547 — 
Transaction costs401 993 1,554 4,533 
Provision (benefit) for credit losses, net1,285 1,369 878 10,816 
Impairment charges2,694 22,998 67,366 27,349 
Depreciation and amortization40,692 41,303 168,033 163,652 
Total operating expenses87,135 101,197 397,072 347,723 
(Loss) gain on sale of real estate(3,612)347 (2,197)651 
Income from operations81,234 77,853 306,399 310,959 
Interest expense, net30,337 31,879 124,858 131,175 
Equity in loss from joint ventures4,701 3,559 6,768 1,672 
Impairment charges on joint ventures— — — 647 
Income before income taxes46,196 42,415 174,773 177,465 
Income tax expense667 86 1,727 1,236 
Net income$45,529 $42,329 $173,046 $176,229 
Preferred dividend requirements6,040 6,042 24,145 24,141 
Net income available to common shareholders of EPR Properties$39,489 $36,287 $148,901 $152,088 
Net income available to common shareholders of EPR Properties per share:
Basic$0.52 $0.48 $1.98 $2.03 
Diluted$0.52 $0.48 $1.97 $2.03 
Shares used for computation (in thousands):
Basic75,330 75,022 75,260 74,967 
Diluted75,883 75,111 75,715 75,043 



EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
 December 31, 2023December 31, 2022
Assets
Real estate investments, net of accumulated depreciation of $1,435,683 and $1,302,640 at December 31, 2023 and December 31, 2022, respectively$4,537,359 $4,714,136 
Land held for development20,168 20,168 
Property under development131,265 76,029 
Operating lease right-of-use assets186,628 200,985 
Mortgage notes and related accrued interest receivable, net569,768 457,268 
Investment in joint ventures49,754 52,964 
Cash and cash equivalents78,079 107,934 
Restricted cash2,902 2,577 
Accounts receivable63,655 53,587 
Other assets61,307 73,053 
Total assets$5,700,885 $5,758,701 
Liabilities and Equity
Accounts payable and accrued liabilities$94,927 $80,087 
Operating lease liabilities226,961 241,407 
Dividends payable31,307 27,438 
Unearned rents and interest77,440 63,939 
Debt2,816,095 2,810,111 
Total liabilities3,246,730 3,222,982 
Total equity$2,454,155 $2,535,719 
Total liabilities and equity$5,700,885 $5,758,701 





Non-GAAP Financial Measures

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

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

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

























The following table summarizes FFO, FFOAA and AFFO for the three months and years ended December 31, 2023 and 2022 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure:

EPR Properties
Reconciliation of Non-GAAP Financial Measures
(Unaudited, dollars in thousands except per share data)
 Three Months Ended December 31,Year Ended December 31,
 2023202220232022
FFO:
Net income available to common shareholders of EPR Properties$39,489 $36,287 $148,901 $152,088 
Loss (gain) on sale of real estate3,612 (347)2,197 (651)
Impairment of real estate investments, net (1)2,694 21,030 67,366 25,381 
Real estate depreciation and amortization40,501 41,100 167,219 162,821 
Allocated share of joint venture depreciation2,344 1,833 8,876 7,409 
Impairment charges on joint ventures (1)— — — 647 
FFO available to common shareholders of EPR Properties$88,640 $99,903 $394,559 $347,695 
FFO available to common shareholders of EPR Properties$88,640 $99,903 $394,559 $347,695 
Add: Preferred dividends for Series C preferred shares1,938 1,938 7,752 7,752 
Add: Preferred dividends for Series E preferred shares1,938 1,939 7,752 7,756 
Diluted FFO available to common shareholders of EPR Properties$92,516 $103,780 $410,063 $363,203 
FFOAA:
FFO available to common shareholders of EPR Properties$88,640 $99,903 $394,559 $347,695 
Severance expense— — 547 — 
Transaction costs401 993 1,554 4,533 
Provision (benefit) for credit losses, net1,285 1,369 878 10,816 
Impairment of operating lease right-of-use assets (1)— 1,968 — 1,968 
Sale participation income (included in other income) — (9,134)— (9,134)
Gain on insurance recovery (included in other income)— — — (552)
Deferred income tax benefit(86)(132)(344)(169)
FFOAA available to common shareholders of EPR Properties$90,240 $94,967 $397,194 $355,157 
FFOAA available to common shareholders of EPR Properties$90,240 $94,967 $397,194 $355,157 
Add: Preferred dividends for Series C preferred shares1,938 1,938 7,752 7,752 
Add: Preferred dividends for Series E preferred shares1,938 1,939 7,752 7,756 
Diluted FFOAA available to common shareholders of EPR Properties$94,116 $98,844 $412,698 $370,665 



 Three Months Ended December 31,Year Ended December 31,
 2023202220232022
AFFO:
FFOAA available to common shareholders of EPR Properties$90,240 $94,967 $397,194 $355,157 
Non-real estate depreciation and amortization191 203 814 831 
Deferred financing fees amortization2,188 2,109 8,637 8,360 
Share-based compensation expense to management and trustees4,359 4,114 17,512 16,666 
Amortization of above and below market leases, net and tenant allowances(79)(90)(535)(355)
Maintenance capital expenditures (2)(5,015)(2,674)(12,399)(4,545)
Straight-lined rental revenue(2,930)(2,291)(10,591)(6,993)
Straight-lined ground sublease expense 56 581 1,099 1,692 
Non-cash portion of mortgage and other financing income(535)(120)(1,088)(473)
AFFO available to common shareholders of EPR Properties$88,475 $96,799 $400,643 $370,340 
AFFO available to common shareholders of EPR Properties$88,475 $96,799 $400,643 $370,340 
Add: Preferred dividends for Series C preferred shares1,938 1,938 7,752 7,752 
Add: Preferred dividends for Series E preferred shares1,938 1,939 7,752 7,756 
Diluted AFFO available to common shareholders of EPR Properties$92,351 $100,676 $416,147 $385,848 
FFO per common share:
Basic$1.18 $1.33 $5.24 $4.64 
Diluted1.16 1.31 5.15 4.60 
FFOAA per common share:
Basic$1.20 $1.27 $5.28 $4.74 
Diluted1.18 1.25 5.18 4.69 
AFFO per common share:
Basic$1.17 $1.29 $5.32 $4.94 
Diluted1.16 1.27 5.22 4.89 
Shares used for computation (in thousands):
Basic75,330 75,022 75,260 74,967 
Diluted75,883 75,111 75,715 75,043 
Weighted average shares outstanding-diluted EPS75,883 75,111 75,715 75,043 
Effect of dilutive Series C preferred shares2,293 2,261 2,283 2,250 
Effect of dilutive Series E preferred shares1,663 1,664 1,663 1,664 
Adjusted weighted average shares outstanding-diluted Series C and Series E79,839 79,036 79,661 78,957 
Other financial information:
Dividends per common share$0.8250 $0.8250 $3.3000 $3.2500 
(1) Impairment charges recognized during the year ended December 31, 2022 totaled $28.0 million, which was comprised of $25.4 million of impairments of real estate investments, a $2.0 million impairment of an operating lease right-of-use asset and $0.6 million of impairments on joint ventures.
(2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.

The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for the three months and years ended December 31, 2023 and 2022. Therefore, the additional



common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO, FFOAA and AFFO per share for those periods.

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

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

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

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

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

Adjusted EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and because it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding sale participation income, gain on insurance recovery, severance expense,



transaction costs, provision (benefit) for credit losses, net, impairment losses on operating lease right-of-use assets and prepayment fees.

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

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

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



December 31,
20232022
Net Debt:
Debt$2,816,095$2,810,111
Deferred financing costs, net25,13431,118
Cash and cash equivalents(78,079)(107,934)
Net Debt$2,763,150$2,733,295
Gross Assets:
Total Assets$5,700,885$5,758,701
Accumulated depreciation1,435,6831,302,640
Cash and cash equivalents(78,079)(107,934)
Gross Assets$7,058,489$6,953,407
Debt to Total Assets Ratio49 %49 %
Net Debt to Gross Assets Ratio39 %39 %
Three Months Ended December 31,
20232022
EBITDAre and Adjusted EBITDAre:
Net income$45,529 $42,329 
Interest expense, net30,337 31,879 
Income tax expense 667 86 
Depreciation and amortization40,692 41,303 
Loss (gain) on sale of real estate3,612 (347)
Impairment of real estate investments, net (1) 2,694 21,030 
Allocated share of joint venture depreciation2,344 1,833 
Allocated share of joint venture interest expense1,879 2,215 
EBITDAre $127,754 $140,328 
Sale participation income (2)— (9,134)
Transaction costs401 993 
Provision (benefit) for credit losses, net1,285 1,369 
Impairment of operating lease right-of-use assets (1)— 1,968 
Adjusted EBITDAre $129,440 $135,524 
Adjusted EBITDAre (annualized) (3)$517,760 $542,096 
Net Debt/Adjusted EBITDA Ratio5.3 5.0 
(1) Impairment charges recognized during the three months ended December 31, 2022 totaled $23.0 million, which was comprised of $21.0 million of impairments of real estate investments and $2.0 million of impairments of operating lease right-of-use assets.
(2) Included in other income in the accompanying consolidated statements of income and comprehensive income for the quarter. Other income includes the following:
Three Months Ended December 31,
20232022
Income from settlement of foreign currency swap contracts$243 $246 
Sale participation income— 9,134 
Operating income from operated properties11,809 7,325 
Miscellaneous income16 51 
Other income$12,068 $16,756 
(3) Adjusted EBITDA for the quarter is multiplied by four to calculate an annualized amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percent rent and adjustments for other items.




Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable and related accrued interest receivable, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands):
December 31, 2023December 31, 2022
Total assets$5,700,885 $5,758,701 
Operating lease right-of-use assets(186,628)(200,985)
Cash and cash equivalents(78,079)(107,934)
Restricted cash(2,902)(2,577)
Accounts receivable(63,655)(53,587)
Add: accumulated depreciation on real estate investments1,435,683 1,302,640 
Add: accumulated amortization on intangible assets (1)30,589 23,487 
Prepaid expenses and other current assets (1)(22,718)(33,559)
Total investments$6,813,175 $6,686,186 
Total Investments:
Real estate investments, net of accumulated depreciation$4,537,359 $4,714,136 
Add back accumulated depreciation on real estate investments1,435,683 1,302,640 
Land held for development20,168 20,168 
Property under development131,265 76,029 
Mortgage notes and related accrued interest receivable, net569,768 457,268 
Investment in joint ventures49,754 52,964 
Intangible assets, gross (1)65,299 60,109 
Notes receivable and related accrued interest receivable, net (1)3,879 2,872 
Total investments$6,813,175 $6,686,186 
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
December 31, 2023December 31, 2022
Intangible assets, gross$65,299 $60,109 
Less: accumulated amortization on intangible assets(30,589)(23,487)
Notes receivable and related accrued interest receivable, net3,879 2,872 
Prepaid expenses and other current assets22,718 33,559 
Total other assets$61,307 $73,053 



About EPR Properties
EPR Properties (NYSE:EPR) is the leading diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues that create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have total assets of approximately $5.7 billion (after accumulated depreciation of approximately $1.4 billion) across 44 states. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage and the potential for stable and attractive returns. Further information is available at www.eprkc.com.




CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

FOURTH QUARTER 2022 EARNINGS CALL February 23, 2023 EARNINGS CALL PRESENTATION Q4 2023


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


 
INTRODUCTORY COMMENTS


 
PORTFOLIO UPDATE


 
5 PORTFOLIO OVERVIEW Education Portfolio 70 Properties; 8 Operators Leased at 100%** *See Annual Report on Form 10-K for the year ended December 31, 2023 for definition and calculation of this non-GAAP measure **Excluding properties EPR intends to sell Experiential Portfolio 289 Properties; 50 Operators Leased at 99%** $6.3B (93%) Total Investments* Total Portfolio Snapshot ~$6.8B Total Investments* 359 Properties Leased at 99%** Q4 Investment Spending $133.9M YTD Investment Spending $269.4M


 
6 PORTFOLIO COVERAGE *BoxOfficeMojo TTM Sept 2023 YE 2019 Theatre Coverage 1.7x 1.7x Box Office* $8.8B $11.4B Non-Theatre Coverage 2.6x 2.0x Total Portfolio Coverage 2.2x 1.9x Strong Total Portfolio Coverage Methodology – Coverage numerator is customer's store level EBITDARM and denominator is EPR's minimum rent or interest (excludes non-cash straight-line rent or interest income from the effective interest method of accounting) EBITDARM data is sourced from customers' reported store level profit and loss statements


 
7 THEATRES Tenant and Operator Updates Theatre coverage at 2019 levels • Coverage back to 2019 levels, even with box office well below 2019 • Positioned to capitalize on trends of sustained increases in food and beverage spending and spending on premium large format screens Improving quality and coverage of our theatre portfolio • Finalized a restructuring with Xscape Theatres • Sold two underperforming Alamo Drafthouses to franchisee operator North American Box Office • 2023 North American Box Office Gross (NABOG) was $8.9 billion, up 21% over 2022 with Q4 at $1.9B • 2024 NABOG expected to be $8.0B – $8.4B


 
8 PORTFOLIO UPDATE Experiential Lodging 2023 portfolio revenue and EBITDARM increased over 2022 Eat & Play 2023 portfolio revenue up 5% & EBITDARM up 6% Attractions & Cultural Cultural portfolio increased revenue and saw significant increases in attendance; many attractions saw attendance up over 2022 Fitness & Wellness Murrieta Hot Springs in opened in February; construction continues on The Springs Resort in Pagosa completion expected mid-25 Ski Performance essentially flat primarily reflecting challenging weather conditions in Nov & Dec at all resorts other than at Alyeska Resort


 
9 CAPITAL RECYCLING During the Quarter • Sold 2 Alamo Drafthouse locations and second of our vacant former Regals • Sold fourth of the five KinderCare properties; fifth vacant KinderCare location is under a signed purchase and sale agreement • Net proceeds for Q4 were $22.2M; total for 2023 was $57.2M Subsequent to year end o Sold third vacant former Regal; have either executed letters of intent or purchase and sale agreements for 3 of the remaining 8 o One remaining vacant AMC theatre, under a signed purchase and sale agreement and vacant Xscape theatre terminated in Q4 o Sold both Titanic Museums at a 6% cap rate on in place income for combined ~$45M net proceeds and gain on sale of ~$17M 2024 Disposition Proceeds Guidance $50M-$75M


 
1 0 INVESTMENT SPENDING Q4 Investment spending was $133.9M bringing YTD total to $269.4M $77M convertible mortgage financing for The Mirbeau Inn & Spa 3 locations – award-winning Mirbeau Inn & Spa resorts in Skaneateles and Rhinebeck, New York, and Plymouth, Massachusetts $9.4M acquisition of Movement Climbing Gym in Belmont, CA – third overall climbing gym; Movement is a quality operator, and the real estate is excellent 2024 Investment Spending Guidance $200M-$300M


 
FINANCIAL REVIEW


 
1 2 (In millions except per-share data) Note: Each of the measures above include deferred rent and interest collections from cash-basis customers that were recognized as revenue of $0.6 million and $6.2 million for the quarter ended December 31, 2023 and 2022, respectively. *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance Quarter ended December 31, 2023 2022 $ Change % Change Total Revenue $172.0 $178.7 ($6.7) (4%) Net Income – Common 39.5 36.3 3.2 9% FFO as adj. – Common* 90.2 95.0 (4.8) (5%) AFFO – Common* 88.5 96.8 (8.3) (9%) Net Income/share – Common 0.52 0.48 0.04 8% FFO/share - Common, as adj.* 1.18 1.25 (0.07) (6%) AFFO/share - Common* 1.16 1.27 (0.11) (9%)


 
1 3*See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance Year ended December 31, 2023 2022 $ Change % Change Total Revenue $705.7 $658.0 $47.7 7% Net Income – Common 148.9 152.1 (3.2) (2%) FFO as adj. – Common* 397.2 355.2 42.0 12% AFFO – Common* 400.6 370.3 30.3 8% Net Income/share – Common 1.97 2.03 (0.06) (3%) FFO/share - Common, as adj.* 5.18 4.69 0.49 10% AFFO/share - Common* 5.22 4.89 0.33 7% (In millions except per-share data) Note: Each of the measures above include deferred rent and interest collections from cash-basis customers that were recognized as revenue of $36.4 million and $17.7 million for the year ended December 31, 2023 and 2022, respectively.


 
1 4 FFO AS ADJUSTED PER SHARE WITHOUT DEFERRAL COLLECTIONS *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures $ in millions 2022 $ in millions 2023 (1) Growth FFO As Adjusted Per Share* $4.69 $5.18 10.4% Less: Deferral Collections $17.7 ($0.24) $36.4 ($0.48) FFO As Adjusted Per Share* Without Deferral Collections $4.45 $4.70 5.6% (1) FFO as adjusted per share and FFO as adjusted per share without deferral collections for the year ended December 31, 2023 each include $3.4 million in lease termination fees recognized as revenue.


 
1 5 FINANCIAL HIGHLIGHTS Key Ratios* Quarter ended December 31, 2023 Fixed charge coverage 3.2x Debt service coverage 3.8x Interest coverage 3.8x Net Debt to Adjusted EBITDAre 5.3x Net Debt to Gross Assets 39% AFFO payout 71% *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures


 
1 6 Debt • $2.8B total debt; all fixed rate or fixed through interest rate swaps at weighted avg. = 4.3% • Weighted avg. debt maturity of 4.25 years; $136.6M of scheduled debt maturities due in 2024 Liquidity Position at 12/31/2023 • $78.1M unrestricted cash • No balance on $1B revolver CAPITAL MARKETS UPDATE


 
1 7 2024 GUIDANCE *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures FFO AS ADJUSTED PER SHARE* Guidance $4.76 - $4.96 INVESTMENT SPENDING Guidance $200M - $300M DISPOSITION PROCEEDS Guidance $50M - $75M PERCENTAGE RENT & PARTICIPATING INTEREST Guidance $12M - $16M GENERAL & ADMINISTATIVE EXPENSE Guidance $52M - $55M


 
1 8 2024 OPERATING PROPERTY GUIDANCE *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures OTHER INCOME Guidance $57M - $67M OTHER EXPENSE Guidance $54M - $64M EQUITY IN LOSS FROM JV’S Guidance $(9)M - $(6)M FFO AS ADJUSTED* FROM JV’S Guidance $1M - $4M


 
1 9 FFO AS ADJUSTED PER SHARE WITHOUT DEFERRAL COLLECTIONS *See Supplemental Operating and Financial Data for the Fourth Quarter and Year Ended December 31, 2023 for definitions and calculations of these non-GAAP measures (1) FFO as adjusted per share and FFO as adjusted per share without deferral collections for the year ended December 31, 2023 each include $3.4 million in lease termination fees recognized as revenue. (2) Estimates for 2024 reflect the mid-point of guidance. $ in millions 2023 A(1) $ in millions 2024 E(2) 2023 A vs. 2024 E Growth FFO As Adjusted Per Share* $5.18 $4.86 (6.2%) Less: Deferral Collections $36.4 ($0.48) $.6 ($0.01) FFO As Adjusted Per Share* Without Deferral Collections $4.70 $4.85 3.2%


 
CLOSING COMMENTS


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


 
Exhibit 99.3
a002698-001supplementalcova.jpg



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

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Page 2


CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

NON-GAAP INFORMATION

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



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COMPANY PROFILE
THE COMPANYCOMPANY STRATEGY
EPR Properties ("we," "us," "our," "EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997.Our primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
Our strategic growth is focused on acquiring or developing a diversified portfolio of experiential real estate venues which create value by facilitating out of home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. This strategy is driven by the long-term trends of the growing experience economy.
Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
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As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
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BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
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INVESTOR INFORMATION
SENIOR MANAGEMENT
Greg SilversMark Peterson
Chairman and Chief Executive OfficerExecutive Vice President and Chief Financial Officer
Craig EvansGreg Zimmerman
Executive Vice President, General Counsel and SecretaryExecutive Vice President and Chief Investment Officer
Tonya MaterElizabeth Grace
Senior Vice President and Chief Accounting OfficerSenior Vice President - Human Resources and Administration
Paul TurveyGwen Johnson
Senior Vice President and Associate General CounselSenior Vice President - Asset Management
Brian Moriarty
Senior Vice President - Corporate Communications
COMPANY INFORMATION
CORPORATE HEADQUARTERSTRADING SYMBOLS
909 Walnut Street, Suite 200Common Stock:
Kansas City, MO 64106EPR
816-472-1700Preferred Stock:
www.eprkc.comEPR-PrC
STOCK EXCHANGE LISTINGEPR-PrE
New York Stock ExchangeEPR-PrG
EQUITY RESEARCH COVERAGE
Bank of America Merrill LynchJeffrey Spector/Joshua Dennerlein646-855-1363
Citi Global MarketsNick Joseph/Smedes Rose212-816-6243
Janney Montgomery ScottRob Stevenson646-840-3217
J.P. MorganAnthony Paolone212-622-6682
JMP SecuritiesMitch Germain212-906-3537
Kansas City Capital AssociatesJonathan Braatz816-932-8019
Keybanc Capital MarketsTodd Thomas917-368-2286
Raymond James & AssociatesRJ Milligan727-567-2585
RBC Capital MarketsMichael Carroll440-715-2649
StifelSimon Yarmak443-224-1345
TruistKi Bin Kim212-303-4124
Wells FargoConnor Siversky212-214-8069
EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
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SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED DECEMBER 31,YEAR ENDED DECEMBER 31,
OPERATING INFORMATION:2023202220232022
Revenue$171,981 $178,703 $705,668 $658,031 
Net income available to common shareholders of EPR Properties39,489 36,287 148,901 152,088 
EBITDAre (1)127,754 140,328 554,401 511,512 
Adjusted EBITDAre (1)129,440 135,524 557,380 519,143 
Interest expense, net30,337 31,879 124,858 131,175 
Capitalized interest1,080 680 3,566 1,286 
Straight-lined rental revenue2,930 2,291 10,591 6,993 
Dividends declared on preferred shares6,040 6,042 24,145 24,141 
Dividends declared on common shares62,148 61,896 248,530 243,757 
General and administrative expense13,765 13,082 56,442 51,579 
DECEMBER 31,
BALANCE SHEET INFORMATION:20232022
Total assets$5,700,885 $5,758,701 
Accumulated depreciation1,435,683 1,302,640 
Cash and cash equivalents78,079 107,934 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets)7,058,489 6,953,407 
Debt2,816,095 2,810,111 
Deferred financing costs, net25,134 31,118 
Net debt (1)2,763,150 2,733,295 
Equity2,454,155 2,535,719 
Common shares outstanding75,333 75,025 
Total market capitalization (using EOP closing price and liquidation values) (2)6,783,983 5,934,256 
Net debt/total market capitalization ratio (1)41 %46 %
Debt to total assets ratio49 %49 %
Net debt/gross assets ratio (1)39 %39 %
Net debt/Adjusted EBITDAre ratio (1) (3)5.3 5.0 
Net debt/Annualized adjusted EBITDAre ratio (1) (4)5.3 5.1 
(1) See pages 25 through 27 for definitions. See calculation on page 31, as applicable.
(2) See calculation on page 15.
(3) Adjusted EBITDAre in this calculation is for the three-month period multiplied times four. See pages 25 through 27 for definitions. See calculation on page 31.
(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 items which is then multiplied times four. These calculations can be found on page 31 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 25 through 27 for definitions.
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SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Real estate investments$5,973,042 $5,972,156 $6,029,468 $6,049,869 $6,016,776 $6,048,144 
Less: accumulated depreciation(1,435,683)(1,400,642)(1,369,790)(1,341,527)(1,302,640)(1,278,427)
Land held for development20,168 20,168 20,168 20,168 20,168 20,168 
Property under development131,265 101,313 80,650 85,829 76,029 56,347 
Operating lease right-of-use assets186,628 190,309 192,325 197,357 200,985 199,031 
Mortgage notes and related accrued interest receivable, net569,768 477,243 466,459 461,263 457,268 399,485 
Investment in joint ventures49,754 53,855 53,763 50,978 52,964 50,124 
Cash and cash equivalents78,079 172,953 99,711 96,438 107,934 160,838 
Restricted cash2,902 2,868 2,623 2,599 2,577 5,252 
Accounts receivable63,655 54,826 53,305 50,591 53,587 53,375 
Other assets61,307 74,328 74,882 83,050 73,053 78,422 
Total assets$5,700,885 $5,719,377 $5,703,564 $5,756,615 $5,758,701 $5,792,759 
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities$94,927 $82,804 $74,493 $76,244 $80,087 $83,384 
Operating lease liabilities226,961 230,922 233,126 238,096 241,407 237,254 
Common dividends payable25,275 22,795 22,289 21,826 21,405 21,411 
Preferred dividends payable6,032 6,032 6,032 6,033 6,033 6,033 
Unearned rents and interest77,440 88,530 71,746 71,601 63,939 79,943 
Line of credit— — — — — — 
Deferred financing costs, net(25,134)(26,732)(28,222)(29,576)(31,118)(32,642)
Other debt2,841,229 2,841,229 2,841,229 2,841,229 2,841,229 2,841,229 
Total liabilities3,246,730 3,245,580 3,220,693 3,225,453 3,222,982 3,236,612 
Equity:
Common stock and additional paid-in-capital3,925,296 3,920,714 3,916,102 3,911,064 3,900,557 3,896,179 
Preferred stock at par value148 148 148 148 148 148 
Treasury stock(274,038)(274,035)(274,001)(273,904)(269,751)(269,744)
Accumulated other comprehensive income3,296 2,378 3,610 1,823 1,897 1,097 
Distributions in excess of net income(1,200,547)(1,175,408)(1,162,988)(1,107,969)(1,097,132)(1,071,533)
Total equity2,454,155 2,473,797 2,482,871 2,531,162 2,535,719 2,556,147 
Total liabilities and equity$5,700,885 $5,719,377 $5,703,564 $5,756,615 $5,758,701 $5,792,759 
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SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Rental revenue$148,738 $163,940 $151,870 $151,591 $152,652 $140,471 
Other income12,068 14,422 10,124 9,333 16,756 11,360 
Mortgage and other financing income11,175 11,022 10,913 10,472 9,295 9,579 
Total revenue171,981 189,384 172,907 171,396 178,703 161,410 
Property operating expense14,759 14,592 13,972 14,155 13,747 14,707 
Other expense13,539 13,124 9,161 8,950 7,705 9,135 
General and administrative expense13,765 13,464 15,248 13,965 13,082 12,582 
Severance expense— — 547 — — — 
Transaction costs401 847 36 270 993 148 
Provision (benefit) for credit losses, net1,285 (719)(275)587 1,369 241 
Impairment charges2,694 20,887 43,785 — 22,998 — 
Depreciation and amortization40,692 42,432 43,705 41,204 41,303 41,539 
Total operating expenses87,135 104,627 126,179 79,131 101,197 78,352 
(Loss) gain on sale of real estate(3,612)2,550 (575)(560)347 304 
Income from operations81,234 87,307 46,153 91,705 77,853 83,362 
Interest expense, net30,337 31,208 31,591 31,722 31,879 32,747 
Equity in loss (income) from joint ventures4,701 (533)615 1,985 3,559 (572)
Income before income taxes46,196 56,632 13,947 57,998 42,415 51,187 
Income tax expense667 372 347 341 86 388 
Net income45,529 56,260 13,600 57,657 42,329 50,799 
Preferred dividend requirements6,040 6,032 6,040 6,033 6,042 6,033 
Net income available to common shareholders of EPR Properties$39,489 $50,228 $7,560 $51,624 $36,287 $44,766 
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FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1):4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Net income available to common shareholders of EPR Properties$39,489 $50,228 $7,560 $51,624 $36,287 $44,766 
Loss (gain) on sale of real estate3,612 (2,550)575 560 (347)(304)
Impairment of real estate investments, net2,694 20,887 43,785 — 21,030 — 
Real estate depreciation and amortization40,501 42,224 43,494 41,000 41,100 41,331 
Allocated share of joint venture depreciation2,344 2,315 2,162 2,055 1,833 2,093 
FFO available to common shareholders of EPR Properties$88,640 $113,104 $97,576 $95,239 $99,903 $87,886 
FFO available to common shareholders of EPR Properties$88,640 $113,104 $97,576 $95,239 $99,903 $87,886 
Add: Preferred dividends for Series C preferred shares1,938 1,938 1,938 1,938 1,938 1,938 
Add: Preferred dividends for Series E preferred shares1,938 1,938 1,938 1,938 1,939 1,939 
Diluted FFO available to common shareholders of EPR Properties$92,516 $116,980 $101,452 $99,115 $103,780 $91,763 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties$88,640 $113,104 $97,576 $95,239 $99,903 $87,886 
Severance expense— — 547 — — — 
Transaction costs401 847 36 270 993 148 
Provision (benefit) for credit losses, net1,285 (719)(275)587 1,369 241 
Impairment of operating lease right-of-use assets— — — — 1,968 — 
Sale participation income (included in other income) — — — — (9,134)— 
Deferred income tax benefit(86)(76)(92)(90)(132)(37)
FFO as adjusted available to common shareholders of EPR Properties$90,240 $113,156 $97,792 $96,006 $94,967 $88,238 
FFO as adjusted available to common shareholders of EPR Properties$90,240 $113,156 $97,792 $96,006 $94,967 $88,238 
Add: Preferred dividends for Series C preferred shares1,938 1,938 1,938 1,938 1,938 1,938 
Add: Preferred dividends for Series E preferred shares1,938 1,938 1,938 1,938 1,939 1,939 
Diluted FFO as adjusted available to common shareholders of EPR Properties$94,116 $117,032 $101,668 $99,882 $98,844 $92,115 
FFO per common share:
Basic$1.18 $1.50 $1.30 $1.27 $1.33 $1.17 
Diluted1.16 1.47 1.27 1.25 1.31 1.16 
FFO as adjusted per common share:
Basic$1.20 $1.50 $1.30 $1.28 $1.27 $1.18 
Diluted1.18 1.47 1.28 1.26 1.25 1.16 
Shares used for computation (in thousands):
Basic75,330 75,325 75,297 75,084 75,022 75,016 
Diluted75,883 75,816 75,715 75,283 75,111 75,183 
Effect of dilutive Series C preferred shares2,293 2,287 2,279 2,272 2,261 2,250 
Effect of dilutive Series E preferred shares1,663 1,663 1,663 1,663 1,664 1,664 
Adjusted weighted-average shares outstanding-diluted Series C and Series E79,839 79,766 79,657 79,218 79,036 79,097 
(1) See pages 25 through 27 for definitions.
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ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1):4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
FFO available to common shareholders of EPR Properties
$88,640 $113,104 $97,576 $95,239 $99,903 $87,886 
Adjustments:
Severance expense— — 547 — — — 
Transaction costs401 847 36 270 993 148 
Provision (benefit) for credit losses, net1,285 (719)(275)587 1,369 241 
Impairment of operating lease right-of-use assets— — — — 1,968 — 
Sale participation income (included in other income)— — — — (9,134)— 
Deferred income tax benefit(86)(76)(92)(90)(132)(37)
Non-real estate depreciation and amortization191 208 211 204 203 208 
Deferred financing fees amortization2,188 2,170 2,150 2,129 2,109 2,090 
Share-based compensation expense to management and trustees
4,359 4,354 4,477 4,322 4,114 4,138 
Amortization of above/below market leases, net and tenant allowances(79)(182)(185)(89)(90)(89)
Maintenance capital expenditures (2)(5,015)(1,753)(3,455)(2,176)(2,674)(386)
Straight-lined rental revenue(2,930)(4,407)(1,149)(2,105)(2,291)(2,374)
Straight-lined ground sublease expense56 77 401 565 581 602 
Non-cash portion of mortgage and other financing income
(535)(290)(141)(122)(120)(119)
AFFO available to common shareholders of EPR Properties$88,475 $113,333 $100,101 $98,734 $96,799 $92,308 
AFFO available to common shareholders of EPR Properties$88,475 $113,333 $100,101 $98,734 $96,799 $92,308 
Add: Preferred dividends for Series C preferred shares1,938 1,938 1,938 1,938 1,938 1,938 
Add: Preferred dividends for Series E preferred shares1,938 1,938 1,938 1,938 1,939 1,939 
Diluted AFFO available to common shareholders of EPR Properties$92,351 $117,209 $103,977 $102,610 $100,676 $96,185 
Weighted average diluted shares outstanding (in thousands)
75,883 75,816 75,715 75,283 75,111 75,183 
Effect of dilutive Series C preferred shares2,293 2,287 2,279 2,272 2,261 2,250 
Effect of dilutive Series E preferred shares1,663 1,663 1,663 1,663 1,664 1,664 
Adjusted weighted-average shares outstanding-diluted79,839 79,766 79,657 79,218 79,036 79,097 
AFFO per diluted common share$1.16 $1.47 $1.31 $1.30 $1.27 $1.22 
Dividends declared per common share$0.825 $0.825 $0.825 $0.825 $0.825 $0.825 
AFFO payout ratio (3)71 %56 %63 %63 %65 %68 %
(1) See pages 25 through 27 for definitions.
(2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(3) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2023
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
BONDS/TERM LOAN/OTHER (1)UNSECURED CREDIT FACILITY (2)UNSECURED SENIOR NOTESTOTALWEIGHTED AVG INTEREST RATE
YEAR
2024$— $— $136,637 $136,637 4.35%
2025— — 300,000 300,000 4.50%
2026— — 629,597 629,597 4.70%
2027— — 450,000 450,000 4.50%
2028— — 400,000 400,000 4.95%
2029— — 500,000 500,000 3.75%
2030— — — — —%
2031— — 400,000 400,000 3.60%
2032— — — — —%
2033— — — — —%
2034— — — — —%
Thereafter24,995 — — 24,995 2.53%
Less: deferred financing costs, net— — — (25,134)—%
$24,995 $— $2,816,234 $2,816,095 4.32%
BALANCEWEIGHTED AVG INTEREST RATEWEIGHTED AVG MATURITY
Fixed rate unsecured debt$2,816,234 4.30 %4.04 
Fixed rate secured debt (1)24,995 2.53 %23.58 
Less: deferred financing costs, net(25,134)— %— 
     Total$2,816,095 4.32 %4.25 
(1) Includes $25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024.
(2) Unsecured Revolving Credit Facility Summary:
BALANCERATE
COMMITMENT
AT 12/31/2023
MATURITY
AT 12/31/2023
$1,000,000$—October 6, 20256.66%
Note: This facility will mature on October 6, 2025 and has two six-month extensions available at the Company's option and includes an accordion feature pursuant to which the maximum borrowing amount can be increased from $1.0 billion to $2.0 billion, in each case, subject to certain terms and conditions.
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2023 AND 2022
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT:
December 31, 2023
December 31, 2022
Senior unsecured notes payable, 4.35%, due August 22, 2024$136,637 $136,637 
Senior unsecured notes payable, 4.50%, due April 1, 2025300,000 300,000 
Senior unsecured notes payable, 4.56%, due August 22, 2026179,597 179,597 
Senior unsecured notes payable, 4.75%, due December 15, 2026450,000 450,000 
Senior unsecured notes payable, 4.50%, due June 1, 2027450,000 450,000 
Senior unsecured notes payable, 4.95%, due April 15, 2028400,000 400,000 
Senior unsecured notes payable, 3.75%, due August 15, 2029500,000 500,000 
Senior unsecured notes payable, 3.60%, due November 15, 2031400,000 400,000 
Bonds payable, variable rate, fixed at 2.53% through September 30, 2026, due August 1, 204724,995 24,995 
Less: deferred financing costs, net(25,134)(31,118)
Total debt$2,816,095 $2,810,111 


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CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF DECEMBER 31, 2023
Moody'sBaa3 (stable)
FitchBBB- (stable)
Standard and Poor'sBBB- (stable)
SUMMARY OF COVENANTS
The Company had outstanding public senior unsecured notes with fixed interest rates of 3.60%, 3.75%, 4.50%, 4.75% and 4.95% at December 31, 2023. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.
The following is a summary of the key financial covenants for the Company's 3.60%, 3.75%, 4.50%, 4.75% and 4.95% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles ("GAAP") measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of December 31, 2023 and September 30, 2023 are:
ActualActual
NOTE COVENANTSRequired4th Quarter 2023 (1)3rd Quarter 2023 (1)
Limitation on incurrence of total debt (Total Debt/Total Assets)≤ 60%40%40%
Limitation on incurrence of secured debt (Secured Debt/Total Assets)≤ 40%—%—%
Limitation on incurrence of debt: Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months≥ 1.5 x4.4x4.4x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)≥ 150% of unsecured debt237%237%
(1) See page 14 for details of calculations.

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CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS:December 31, 2023TOTAL DEBT:December 31, 2023
Total Assets per balance sheet$5,700,885 Secured debt obligations$24,995 
Add: accumulated depreciation1,435,683 Unsecured debt obligations:
Less: intangible assets, net(34,710)Unsecured debt2,816,234 
Total Assets$7,101,858 Outstanding letters of credit— 
Guarantees6,941 
TOTAL UNENCUMBERED ASSETS:December 31, 2023Derivatives at fair market value, net, if liability3,648 
Unencumbered real estate assets, gross$6,481,851 Total unsecured debt obligations:$2,826,823 
Cash and cash equivalents78,079 Total Debt$2,851,818 
Land held for development20,168 
Property under development131,265 
Total Unencumbered Assets$6,711,363 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE:4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 2023TRAILING TWELVE MONTHS
Adjusted EBITDAre $129,440 $153,216 $138,245 $136,479 $557,380 
Less: straight-line revenue, net, included in adjusted EBITDAre(2,930)(4,407)(1,149)(2,105)(10,591)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE$126,510 $148,809 $137,096 $134,374 $546,789 
ANNUAL DEBT SERVICE:
Interest expense, gross$33,583 $33,647 $33,541 $33,510 $134,282 
Less: deferred financing fees amortization(2,188)(2,170)(2,150)(2,129)(8,637)
ANNUAL DEBT SERVICE$31,395 $31,477 $31,391 $31,381 $125,645 
DEBT SERVICE COVERAGE4.0 4.7 4.4 4.3 4.4 
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CAPITAL STRUCTURE AS OF DECEMBER 31, 2023
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITYSHARES OUTSTANDING
PRICE PER SHARE AT DECEMBER 31, 2023
LIQUIDATION PREFERENCEDIVIDEND RATECONVERTIBLE
CONVERSION RATIO AT DECEMBER 31, 2023
CONVERSION PRICE AT DECEMBER 31, 2023
Common shares75,332,506$48.45N/A(1)N/AN/AN/A
Series C5,392,916$21.30$134,8235.750%Y0.4252$58.80
Series E3,445,980$28.12$86,1509.000%Y0.4826$51.80
Series G6,000,000$20.80$150,0005.750%NN/AN/A
CALCULATION OF TOTAL MARKET CAPITALIZATION:
Common shares outstanding at December 31, 2023 multiplied by closing price at December 31, 2023
$3,649,860 
Aggregate liquidation value of Series C preferred shares (2)134,823 
Aggregate liquidation value of Series E preferred shares (2)86,150 
Aggregate liquidation value of Series G preferred shares (2)150,000 
Net debt at December 31, 2023 (3)
2,763,150 
Total consolidated market capitalization$6,783,983 
(1) Total monthly dividends declared in the fourth quarter of 2023 were $0.825 per share.
(2) Excludes accrued unpaid dividends at December 31, 2023.
(3) See pages 25 through 27 for definitions.


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SUMMARY OF RATIOS
(UNAUDITED)
4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Debt to total assets ratio49%49%49%49%49%48%
Net debt to total market capitalization ratio (1)41%43%41%46%46%47%
Net debt to gross assets ratio (1)39%38%39%39%39%39%
Net debt/Adjusted EBITDAre ratio (1)(2)5.34.45.05.05.05.2
Net debt/Annualized adjusted EBITDAre ratio (1)(3)5.35.15.25.15.15.1
Interest coverage ratio (4)3.84.54.14.04.03.8
Fixed charge coverage ratio (4)3.23.83.53.43.43.2
Debt service coverage ratio (4)3.84.54.14.04.03.8
FFO payout ratio (5)71%56%65%66%63%71%
FFO as adjusted payout ratio (6)70%56%64%65%66%71%
AFFO payout ratio (7)71%56%63%63%65%68%
(1) See pages 25 through 27 for definitions. See prior period supplementals for detailed calculations as applicable.
(2) Adjusted EBITDAre is for the quarter multiplied times four. See calculation on page 31.
(3) Annualized adjusted EBITDAre is adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other items which is then multiplied times four. These calculations can be found on page 31 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 25 through 27 for definitions.
(4) See page 29 for detailed calculation.
(5) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.
(6) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share.
(7) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
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SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
CARRYING AMOUNT AS OF (1)
DESCRIPTIONINTEREST RATEPAYOFF DATE/MATURITY DATEOUTSTANDING PRINCIPAL AMOUNT OF MORTGAGEDECEMBER 31, 2023DECEMBER 31, 2022
Eat & play property Eugene, Oregon8.13 %8/31/2024$10,750 $10,417 $7,780 
Attraction property Powells Point, North Carolina7.75 %6/30/202529,378 29,200 29,227 
Fitness & wellness property Merriam, Kansas7.55 %7/31/20299,090 9,223 9,195 
Fitness & wellness property Omaha, Nebraska9.00 %6/30/203010,905 10,951 10,898 
Fitness & wellness property Omaha, Nebraska9.00 %6/30/203010,539 10,615 10,531 
Experiential lodging property Nashville, Tennessee6.99 %9/30/203170,000 71,187 70,576 
Ski property Girdwood, Alaska8.78 %7/31/203278,102 78,062 72,366 
Fitness & wellness properties Colorado and California7.15 %1/10/203359,034 59,207 56,911 
Eat & play property Austin, Texas11.31 %6/1/20339,701 9,701 10,253 
Eat & play property Dallas, Texas10.25 %6/9/20331,106 1,105 — 
Experiential lodging property Breaux Bridge, LA7.25 %3/8/203411,305 11,373 11,373 
Ski property West Dover and Wilmington, Vermont12.32 %12/1/203451,050 51,049 51,049 
Four ski properties Ohio and Pennsylvania11.41 %12/1/203437,562 37,495 37,529 
Ski property Chesterland, Ohio11.90 %12/1/20344,550 4,508 4,532 
Ski property Hunter, New York9.03 %1/5/203621,000 21,000 21,000 
Eat & play property Midvale, Utah10.25 %5/31/203617,505 17,505 17,505 
Eat & play property West Chester, Ohio9.75 %8/1/203618,068 18,067 18,066 
Fitness & wellness property Fort Collins, Colorado8.00 %1/31/203810,292 10,070 10,089 
Early childhood education center Lake Mary, Florida8.23 %5/9/20394,200 4,387 4,360 
Early childhood education center Lithia, Florida8.93 %10/31/20393,959 4,018 4,028 
Attraction property Frankenmuth, Michigan8.25 %10/14/204224,715 24,375 — 
Fitness & wellness properties Massachusetts and New York8.30 %1/10/204477,000 76,253 — 
Total$569,811 $569,768 $457,268 
(1) Amounts include accrued interest and are net of allowance for credit losses.

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SUMMARY OF UNCONSOLIDATED JOINT VENTURES
(UNAUDITED, DOLLARS IN THOUSANDS)
PROPERTYACQUISITION DATEPROPERTY TYPELOCATION
CARRYING VALUE AT DECEMBER 31, 2023
OWNERSHIP INTEREST
Bellwether Beach Resort & Beachcomber Beach Resort Hotel12/2018Experiential lodgingSt. Pete Beach, Florida$14,727 65 %
Jellystone Park Warrens8/2021Experiential lodgingWarrens, Wisconsin9,945 95 %
Camp Margaritaville Breaux Bridge5/2022Experiential lodgingBreaux Bridge, Louisiana18,996 85 %
Jellystone Kozy Rest11/2022Experiential lodgingHarrisville, Pennsylvania6,086 62 %
AS OF DECEMBER 31, 2023
TOTALEPR PORTION (2)
Total assets$262,124 $194,396
Mortgage notes payable due to third parties172,854 126,568
Mortgage note payable due to EPR (1)11,305 9,609
THREE MONTHS ENDED DECEMBER 31, 2023
YEAR ENDED DECEMBER 31, 2023
TOTALEPR PORTION (2)TOTALEPR PORTION (2)
Revenue and other income$15,577$10,700$77,761$55,982
Operating expenses18,90113,52274,85754,452
Net operating (loss) income$(3,324)$(2,822)$2,904$1,530
Interest expense2,7561,87911,8228,298
Net loss$(6,080)$(4,701)$(8,918)$(6,768)
Allocated share of joint venture depreciation (2)n/a2,344n/a8,876
FFOAA (2)n/a$(2,357)n/a$2,108
(1) Mortgage note payable to EPR matures on March 8, 2034, with an interest rate of 7.25% through the sixth anniversary and SOFR plus 7.20%, with a cap of 8%, thereafter through maturity.
(2) Non-GAAP financial measure. See pages 25 through 27 for definitions.

SUMMARY OF UNCONSOLIDATED MORTGAGE NOTES PAYABLE DUE TO THIRD PARTIES
DECEMBER 31, 2023
PROPERTYMATURITYEXTENSIONSINTEREST RATETOTALEPR PORTION (2)
Bellwether Beach Resort & Beachcomber Beach Resort HotelMay 18, 2025Two additional one-year extensionsSOFR plus 3.65%, with SOFR capped at 3.50% through June 1, 2024$105,000 $68,250 
Jellystone Park WarrensSeptember 15, 2031n/a4.00%22,413 21,292 
Camp Margaritaville Breaux BridgeMarch 8, 2034n/a3.85% through April 7, 2025; 4.25% April 8, 2025 through maturity 38,500 32,725 
Jellystone Kozy RestNovember 1, 2029n/a6.38%6,941 4,301 
Total mortgage notes payable due to third parties$172,854 $126,568 
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INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED DECEMBER 31, 2023
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$2,395 $— $2,395 $— $— $— 
Eat & Play4,279 2,143 1,030 — 1,106 — 
Attractions10,973 — 59 — 10,914 — 
Ski1,562 — — — 1,562 — 
Experiential Lodging2,882 — — — — 2,882 
Fitness & Wellness110,557 20,071 1,829 9,374 79,283 — 
Cultural1,285 — 1,285 — — — 
Total Experiential133,933 22,214 6,598 9,374 92,865 2,882 
Total Investment Spending$133,933 $22,214 $6,598 $9,374 $92,865 $2,882 
INVESTMENT SPENDING YEAR ENDED DECEMBER 31, 2023
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$5,182 $— $5,182 $— $— $— 
Eat & Play24,048 20,750 2,192 — 1,106 — 
Attractions28,384 — 3,669 — 24,715 — 
Ski5,324 — — — 5,324 — 
Experiential Lodging16,034 — — — — 16,034 
Fitness & Wellness184,370 45,632 3,286 53,144 82,308 — 
Cultural6,086 — 6,086 — — — 
Total Experiential269,428 66,382 20,415 53,144 113,453 16,034 
Total Investment Spending$269,428 $66,382 $20,415 $53,144 $113,453 $16,034 
2023 DISPOSITIONS
THREE MONTHS ENDED DECEMBER 31, 2023
YEAR ENDED DECEMBER 31, 2023
INVESTMENT TYPETOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTESTOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
Theatres$17,861 $17,861 $— $30,592 $30,592 $— 
Eat & Play— — — 4,029 4,029 — 
Total Experiential17,861 17,861 — 34,621 34,621 — 
Total Education4,342 4,342 — 22,539 22,539 — 
Total Education4,342 4,342 — 22,539 22,539 — 
Total Dispositions$22,203 $22,203 $— $57,160 $57,160 $— 
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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT DECEMBER 31, 2023 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
DECEMBER 31, 2023OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT# OF PROJECTS1ST QUARTER 20242ND QUARTER 20243RD QUARTER 20244TH QUARTER 2024THEREAFTERTOTAL EXPECTED COSTS (2)% LEASED
Total Build-to-Suit (3)$122,612 6$32,027 $12,607 $12,607 $11,730 $23,258 $214,841 100 %
Non Build-to-Suit Development8,653 
Total Property Under Development$131,265 
DECEMBER 31, 2023OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS1ST QUARTER 20242ND QUARTER 20243RD QUARTER 20244TH QUARTER 2024THEREAFTERTOTAL IN-SERVICE (2)ACTUAL IN-SERVICE 4TH QUARTER 2023
Total Build-to-Suit6$131,413 $— $— $5,672 $77,756 $214,841 $8,235 
DECEMBER 31, 2023MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE# OF PROJECTS1ST QUARTER 20242ND QUARTER 20243RD QUARTER 20244TH QUARTER 2024THEREAFTERTOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes$239,002 5$7,992 $18,594 $17,144 $15,674 $45,197 $343,603 
Non Build-to-Suit Mortgage Notes330,766 
Total Mortgage Notes Receivable$569,768 
(1) This schedule includes only those properties for which the Company has commenced construction as of December 31, 2023.
(2) "Total Expected Costs" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest as applicable).
(3) Total Build-to-Suit excludes property under development related to the Company's real estate joint ventures that own an experiential lodging property in Warrens, Wisconsin, Harrisville, Pennsylvania and Breaux Bridge, Louisiana. The Company's investment spending for these joint ventures is estimated at $12.0 million for 2024.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.
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PORTFOLIO DETAIL AS OF DECEMBER 31, 2023
(UNAUDITED)
PROPERTY TYPEPROPERTIESOPERATORSANNUALIZED ADJUSTED EBITDAre (1)STRATEGIC FOCUS
Theatres (2) (4)1661737 %Reduce
Eat & Play589(3)24 %Grow
Attractions23711 %Grow
Ski113%Grow
Experiential Lodging74%Grow
Fitness & Wellness207%Grow
Gaming11%Grow
Cultural32%Grow
EXPERIENTIAL PORTFOLIO2895093 %
Early Childhood Education (5)617%Reduce
Private schools91%Reduce
EDUCATION PORTFOLIO708%
TOTAL PORTFOLIO35958100 %
(1) See pages 25 through 27 for definitions.
(2) Excludes seven theatres located in Entertainment Districts (included in Eat & Play).
(3) Excludes non-theatre operators at Entertainment districts.
(4) Includes 11 properties that the Company intends to sell.
(5) Includes two properties that the Company intends to sell.
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LEASE EXPIRATIONS
AS OF DECEMBER 31, 2023
(UNAUDITED, DOLLARS IN THOUSANDS)
YEARTOTAL NUMBER OF PROPERTIES
RENTAL REVENUE FOR THE YEAR ENDED DECEMBER 31, 2023 (1)
% OF TOTAL REVENUE
2024$4,450 %
20253,407 — %
20262,643 — %
202722,559 %
202816,592 %
202911 17,845 %
203018 34,850 %
203110,884 %
203210 12,613 %
203310,203 %
203436 73,560 10 %
203530 75,314 11 %
203640 77,242 11 %
203729 61,311 %
203842 62,902 %
20395,411 %
20409,665 %
204130 18,608 %
204217,747 %
204318,602 %
Thereafter1,822 — %
302 $558,230 79 %
Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under development, land held for development, properties operated by the Company and investments in mortgage notes receivable.
(1) Rental revenue for the year ended December 31, 2023 includes lease revenue related to the Company's existing operating ground leases (leases in which the Company is a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized during the year ended December 31, 2023 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
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TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
(UNAUDITED)
PERCENTAGE OF TOTAL REVENUEPERCENTAGE OF TOTAL REVENUE
FOR THE THREE MONTHS ENDEDFOR THE YEAR ENDED
CUSTOMERSDECEMBER 31, 2023 (1)DECEMBER 31, 2023 (1)
1.Topgolf15.3%14.9%
2.AMC Theatres14.1%14.4%
3.Regal Entertainment Group11.2%12.9%
4.Cinemark6.3%6.4%
5.Premier Parks5.5%4.8%
6.Vail Resorts4.2%4.6%
7.Camelback Resort3.3%3.3%
8.Six Flags2.8%2.7%
9.Santikos Theaters, LLC (2)2.5%2.6%
10.Endeavor Schools 2.2%2.0%
Total67.4%68.6%
(1) Excludes deferral collections from cash basis tenants recognized as revenue, including deferred amounts received related to the resolution of Regal's bankruptcy, for the year ended December 31, 2023. Additionally, excludes termination fees recognized as revenue for the year ended December 31, 2023.
(2) On July 27, 2023, Santikos acquired VSS-Southern.
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GUIDANCE
(UNAUDITED, DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
MEASURE2024 GUIDANCE
CURRENT
Investment spending $200.0to$300.0
Disposition proceeds and mortgage note payoff$50.0to$75.0
Percentage rent $12.0to$16.0
General and administrative expense$52.0to$55.0
Other income$57.0to$67.0
Other expense$54.0to$64.0
Equity in loss from joint ventures$(9.0)to$(6.0)
FFO as adjusted (FFOAA) from joint ventures$1.0to$4.0
FFO per diluted share$4.74to$4.94
FFOAA per diluted share$4.76to$4.96
RECONCILIATION FROM NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF EPR PROPERTIES (PER DILUTED SHARE):2024 GUIDANCE
Net income available to common shareholders of EPR Properties$2.74to$2.94
(Gain) loss on sale of real estate(0.22)
Real estate depreciation and amortization2.14
Allocated share of joint venture depreciation0.13
Impact of Series C and Series E Dilution, if applicable(0.05)
FFO available to common shareholders of EPR Properties $4.74to$4.94
Transaction costs0.01
Deferred income tax benefit(0.01)
Retirement and severance expense0.02
FFO as adjusted (FFOAA) available to common shareholders of EPR Properties $4.76to$4.96

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

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

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

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

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



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

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

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

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

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

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

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


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Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Fourth Quarter and Year Ended December 31, 2023

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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1):4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Net income$45,529 $56,260 $13,600 $57,657 $42,329 $50,799 
Impairment charges2,694 20,887 43,785 — 22,998 — 
Severance expense— — 547 — — — 
Transaction costs401 847 36 270 993 148 
Provision (benefit) for credit losses, net1,285 (719)(275)587 1,369 241 
Interest expense, gross33,583 33,647 33,541 33,510 33,522 33,595 
Depreciation and amortization40,692 42,432 43,705 41,204 41,303 41,539 
Share-based compensation expense
to management and trustees4,359 4,354 4,477 4,322 4,114 4,138 
Sale participation income— — — — (9,134)— 
Interest cost capitalized(1,080)(857)(846)(783)(680)(335)
Straight-line rental revenue(2,930)(4,407)(1,149)(2,105)(2,291)(2,374)
Loss (gain) on sale of real estate 3,612 (2,550)575 560 (347)(304)
Deferred income tax benefit(86)(76)(92)(90)(132)(37)
Interest coverage amount$128,059 $149,818 $137,904 $135,132 $134,044 $127,410 
Interest expense, net$30,337 $31,208 $31,591 $31,722 $31,879 $32,747 
Interest income2,166 1,582 1,104 1,005 963 513 
Interest cost capitalized1,080 857 846 783 680 335 
Interest expense, gross$33,583 $33,647 $33,541 $33,510 $33,522 $33,595 
Interest coverage ratio3.8 4.5 4.1 4.0 4.0 3.8 
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount$128,059 $149,818 $137,904 $135,132 $134,044 $127,410 
Interest expense, gross$33,583 $33,647 $33,541 $33,510 $33,522 $33,595 
Preferred share dividends6,040 6,032 6,040 6,033 6,042 6,033 
Fixed charges$39,623 $39,679 $39,581 $39,543 $39,564 $39,628 
Fixed charge coverage ratio3.2 3.8 3.5 3.4 3.4 3.2 
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount$128,059 $149,818 $137,904 $135,132 $134,044 $127,410 
Interest expense, gross$33,583 $33,647 $33,541 $33,510 $33,522 $33,595 
Recurring principal payments— — — — — — 
Debt service$33,583 $33,647 $33,541 $33,510 $33,522 $33,595 
Debt service coverage ratio3.8 4.5 4.1 4.0 4.0 3.8 
(1) See pages 25 through 27 for definitions.
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Q4 2023 Supplemental
Page 29


RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 29 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Net cash provided by operating activities$77,002 $149,204 $99,358 $121,530 $92,041 $132,625 
Equity in income (loss) from joint ventures(4,701)533 (615)(1,985)(3,559)572 
Distributions from joint ventures— (1,300)— — — — 
Amortization of deferred financing costs(2,188)(2,170)(2,150)(2,129)(2,109)(2,090)
Amortization of above and below market leases and tenant allowances, net79 182 185 89 90 89 
Changes in assets and liabilities:
Operating lease assets and liabilities279 187 (143)(317)(226)(337)
Mortgage notes accrued interest receivable734 (420)621 296 576 274 
Accounts receivable8,780 1,560 2,749 (2,998)188 (3,994)
Other assets(1,850)(1,593)(95)6,276 (617)(2,812)
Accounts payable and accrued liabilities5,773 (8,795)3,395 (8,861)9,186 (20,807)
Unearned rents and interest14,177 (16,800)2,774 (7,661)16,064 (7,144)
Straight-line rental revenue(2,930)(4,407)(1,149)(2,105)(2,291)(2,374)
Interest expense, gross33,583 33,647 33,541 33,510 33,522 33,595 
Interest cost capitalized(1,080)(857)(846)(783)(680)(335)
Sale participation income— — — — (9,134)— 
Transaction costs401 847 36 270 993 148 
Severance expense (cash portion) — — 243 — — — 
Interest coverage amount (1)$128,059 $149,818 $137,904 $135,132 $134,044 $127,410 
Net cash used by investing activities$(104,015)$(7,562)$(27,961)$(61,510)$(79,920)$(67,945)
Net cash used by financing activities$(67,968)$(68,040)$(68,201)$(71,486)$(67,677)$(67,524)
(1) See pages 25 through 27 for definitions.
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Q4 2023 Supplemental
Page 30


RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDAre (2):4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Net income$45,529 $56,260 $13,600 $57,657 $42,329 $50,799 
Interest expense, net30,337 31,208 31,591 31,722 31,879 32,747 
Income tax expense 667 372 347 341 86 388 
Depreciation and amortization40,692 42,432 43,705 41,204 41,303 41,539 
Loss (gain) on sale of real estate3,612 (2,550)575 560 (347)(304)
Impairment of real estate investments, net2,694 20,887 43,785 — 21,030 — 
Allocated share of joint venture depreciation2,344 2,315 2,162 2,055 1,833 2,093 
Allocated share of joint venture interest expense1,879 2,164 2,172 2,083 2,215 1,822 
EBITDAre$127,754 $153,088 $137,937 $135,622 $140,328 $129,084 
Sale participation income (1)— — — — (9,134)— 
Severance expense— — 547 — — — 
Transaction costs401 847 36 270 993 148 
Provision (benefit) for credit losses, net1,285 (719)(275)587 1,369 241 
Impairment of operating lease right-of-use assets — — — — 1,968 — 
Adjusted EBITDAre (for the quarter)$129,440 $153,216 $138,245 $136,479 $135,524 $129,473 
Adjusted EBITDAre (3)$517,760 $612,864 $552,980 $545,916 $542,096 $517,892 
ANNUALIZED ADJUSTED EBITDAre (2):
Adjusted EBITDAre (for the quarter)$129,440 $153,216 $138,245 $136,479 $135,524 $129,473 
In-service and disposition adjustments (4)1,263 157 551 712 602 305 
Managed and JV property adjustments (5)4,405 (3,120)(960)502 3,370 — 
Property under development adjustments (6)2,610 1,874 1,462 1,716 1,522 — 
Percentage rent/participation adjustments (5)(3,154)674 483 395 (2,824)797 
Deferral and stub rent collections not previously recognized (7)(648)(19,358)(8,038)(6,776)(5,012)(5,432)
Non-recurring adjustments (8)(3,044)(3,666)(97)902 (462)6,345 
Annualized Adjusted EBITDAre (for the quarter)$130,872 $129,777 $131,646 $133,930 $132,720 $131,488 
Annualized Adjusted EBITDAre (9)$523,488 $519,108 $526,584 $535,720 $530,880 $525,952 
See footnotes on following page.
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Q4 2023 Supplemental
Page 31


(1) Included in other income in the consolidated statements of income in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
4TH QUARTER 20233RD QUARTER 20232ND QUARTER 20231ST QUARTER 20234TH QUARTER 20223RD QUARTER 2022
Income from settlement of foreign currency swap contracts$243 $196 $216 $224 $246 $159 
Sale participation income— — — — 9,134 — 
Operating income from operated properties11,809 14,208 9,765 9,101 7,325 11,186 
Miscellaneous income16 18 143 51 15 
Other income$12,068 $14,422 $10,124 $9,333 $16,756 $11,360 
(2) See pages 25 through 27 for definitions.
(3) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percent rent and adjustments for other items. These adjustments are considered in the calculation of Annualized Adjusted EBITDAre.
(4) Adjustments for rental properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance.
(5) To annualize amounts from the actual latest quarterly amount to the trailing 12-month amount divided by four.
(6) To add in income for property under development that is build-to-suit at the initial cash yields of the projects upon completion.
(7) To remove non-recurring, out-of-period deferred and stub rent collections.
(8) Adjustments for various non-recurring items during the quarter.
(9) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annualized amount.
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Q4 2023 Supplemental
Page 32
v3.24.0.1
DEI Information Document
Feb. 26, 2024
Document Information [Line Items]  
Entity Central Index Key 0001045450
Document Type 8-K
Document Period End Date Feb. 26, 2024
Entity Registrant Name EPR Properties
Entity Incorporation, State or Country Code MD
Entity File Number 001-13561
Entity Tax Identification Number 43-1790877
Entity Address, Address Line One 909 Walnut Street,
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Kansas City,
Entity Address, State or Province MO
Entity Address, Postal Zip Code 64106
City Area Code (816)
Local Phone Number 472-1700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common shares, par value $0.01 per share
Trading Symbol EPR
Security Exchange Name NYSE
Series C Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.75% Series C cumulative convertible preferred shares, par value $0.01 per share
Trading Symbol EPR PrC
Security Exchange Name NYSE
Series E Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security 9.00% Series E cumulative convertible preferred shares, par value $0.01 per share
Trading Symbol EPR PrE
Security Exchange Name NYSE
Series G Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share
Trading Symbol EPR PrG
Security Exchange Name NYSE

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