EX-99.3 4 ex993-eprx9302021supplemen.htm SUPPLEMENTAL OPERATING AND FINANCIAL DATA Document
Exhibit 99.3

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

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Q3 2021 Supplemental
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 23 through 25 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 26 through 30.



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COMPANY PROFILE
THE COMPANYCOMPANY STRATEGY
EPR Properties ("EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997.EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
Since that time, the Company has been a leading diversified Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.Our strategic growth is focused on acquiring or developing experiential real estate venues which create value by facilitating out-of-home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. These are properties which make up the social infrastructure of society.
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
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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
President and Chief Executive OfficerExecutive Vice President and Chief Financial Officer
Craig EvansGreg Zimmerman
Executive Vice President, General Counsel and SecretaryExecutive Vice President and Chief Investment Officer
Tonya Mater
Senior Vice President and Chief Accounting Officer
COMPANY INFORMATION
CORPORATE HEADQUARTERSTRADING SYMBOLS
909 Walnut Street, Suite 200Common Stock:
Kansas City, MO 64106EPR
888-EPR-REITPreferred Stock:
www.eprkc.comEPR-PrC
EPR-PrE
STOCK EXCHANGE LISTINGEPR-PrG
New York Stock Exchange
EQUITY RESEARCH COVERAGE
Bank of America Merrill LynchJeffrey Spector/Joshua Dennerlein646-855-1363
Citi Global MarketsMichael Bilerman/Katy McConnell212-816-4471
Janney Montgomery ScottRob Stevenson646-840-3217
J.P. MorganAnthony Paolone/Nikita Bely212-622-6682
Kansas City Capital AssociatesJonathan Braatz816-932-8019
Keybanc Capital MarketsJordan Sadler/Todd Thomas917-368-2286
Ladenburg ThalmannJohn Massocca212-409-2056
Raymond James & AssociatesRJ Milligan727-567-2585
RBC Capital MarketsMichael Carroll440-715-2649
StifelSimon Yarmak443-224-1345
TruistKi Bin Kim212-303-4124

EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
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SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
Operating Information:2021202020212020
Revenue$139,647 $63,877 $376,774 $321,249 
Net income (loss) available to common shareholders of EPR Properties26,084 (91,938)35,949 (129,853)
EBITDAre (1)120,320 28,987 303,404 202,742 
Adjusted EBITDAre (1)108,356 70,930 287,039 278,748 
Interest expense, net36,584 41,744 114,090 114,837 
Capitalized interest233 325 1,342 829 
Straight-lined rental revenue981 (17,969)3,690 (25,448)
Dividends declared on preferred shares6,033 6,034 18,100 18,102 
Dividends declared on common shares56,104 — 56,104 119,058 
General and administrative expense11,154 10,034 33,866 31,454 
SEPTEMBER 30,
Balance Sheet Information:20212020
Total assets$5,721,157 $6,907,210 
Accumulated depreciation1,142,513 1,072,201 
Cash and cash equivalents144,433 985,372 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets)6,719,237 6,994,039 
Debt2,684,063 3,854,855 
Deferred financing costs, net32,166 35,140 
Net debt (1)2,571,796 2,904,623 
Equity2,631,481 2,650,069 
Common shares outstanding74,806 74,613 
Total market capitalization (using EOP closing price)6,636,715 5,327,528 
Net debt/gross assets38 %42 %
Net debt/Adjusted EBITDAre ratio (2)Footnote 5Footnote 5
Adjusted net debt/Annualized adjusted EBITDAre ratio (1)(3)(4)Footnote 5Footnote 5
(1) See pages 23 through 25 for definitions. See calculation as applicable on page 29.
(2) Adjusted EBITDAre in this calculation is for the quarter multiplied times four. See pages 23 through 25 for definitions. See calculation on page 29.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 23 through 25 for definitions.
(4) Annualized adjusted EBITDAre is adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 29 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 23 through 25 for definitions.
(5) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
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SELECTED BALANCE SHEET INFORMATION
(UNAUDITED, DOLLARS IN THOUSANDS)
ASSETS3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Real estate investments$5,943,074 $5,965,061 $5,902,833 $5,913,389 $6,139,858 $6,144,830 
Less: accumulated depreciation(1,142,513)(1,130,409)(1,101,727)(1,062,087)(1,072,201)(1,034,771)
Land held for development21,875 23,225 23,225 23,225 25,846 26,244 
Property under development20,166 35,082 94,822 57,630 44,103 39,039 
Operating lease right-of-use assets175,987 179,354 179,113 163,766 185,459 189,058 
Mortgage notes and related accrued interest receivable369,134 366,064 364,969 365,628 362,011 357,668 
Investment in joint ventures38,729 27,476 28,313 28,208 29,571 28,925 
Cash and cash equivalents144,433 509,836 538,077 1,025,577 985,372 1,006,981 
Restricted cash5,142 3,570 5,928 2,433 2,424 2,615 
Accounts receivable80,491 91,319 97,517 116,193 129,714 134,774 
Other assets64,639 71,634 75,032 70,223 75,053 107,615 
Total assets$5,721,157 $6,142,212 $6,208,102 $6,704,185 $6,907,210 $7,002,978 
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities
$87,021 $103,778 $95,085 $105,379 $95,429 $96,454 
Operating lease liabilities
214,065 217,575 217,448 202,223 225,379 229,030 
Common dividends payable
18,802 54 44 36 29 19 
Preferred dividends payable
6,033 6,033 6,034 6,034 6,034 6,034 
Unearned rents and interest
79,692 79,992 83,565 65,485 75,415 81,096 
Line of credit
— — 90,000 590,000 750,000 750,000 
Deferred financing costs, net
(32,166)(34,744)(35,036)(35,552)(35,140)(35,907)
Other debt
2,716,229 3,116,229 3,116,229 3,139,995 3,139,995 3,139,995 
Total liabilities3,089,676 3,488,917 3,573,369 4,073,600 4,257,141 4,266,721 
Equity:
Common stock and additional paid-in-capital
3,873,599 3,869,687 3,865,243 3,858,451 3,853,581 3,849,803 
Preferred stock at par value
148 148 148 148 148 148 
Treasury stock
(264,679)(264,660)(263,982)(261,238)(260,594)(260,351)
Accumulated other comprehensive income (loss)9,625 5,265 2,978 216 (2,106)(4,331)
Distributions in excess of net income
(987,212)(957,145)(969,654)(966,992)(940,960)(849,012)
Total equity2,631,481 2,653,295 2,634,733 2,630,585 2,650,069 2,736,257 
Total liabilities and equity$5,721,157 $6,142,212 $6,208,102 $6,704,185 $6,907,210 $7,002,978 
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SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Rental revenue$123,040 $115,883 $102,614 $84,011 $55,591 $97,531 
Other income8,091 1,033 678 968 182 416 
Mortgage and other financing income8,516 8,446 8,473 8,433 8,104 8,413 
Total revenue139,647 125,362 111,765 93,412 63,877 106,360 
Property operating expense13,815 14,678 15,313 16,406 13,759 15,329 
Other expense7,851 3,025 2,552 1,462 2,680 2,798 
General and administrative expense11,154 11,376 11,336 11,142 10,034 10,432 
Severance expense
— — — 2,868 — — 
Costs associated with loan refinancing or payoff
4,741 — 241 812 — 820 
Interest expense, net36,584 38,312 39,194 42,838 41,744 38,340 
Transaction costs2,132 662 548 814 2,776 771 
Credit loss (benefit) expense(14,096)(2,819)(2,762)20,312 5,707 3,484 
Impairment charges2,711 — — 22,832 11,561 51,264 
Depreciation and amortization42,612 40,538 40,326 42,014 42,059 42,450 
Income (loss) before equity in loss from joint ventures and other items32,143 19,590 5,017 (68,088)(66,443)(59,328)
Equity in loss from joint ventures(418)(1,151)(1,431)(1,364)(1,044)(1,724)
Impairment charges on joint ventures— — — — — (3,247)
Gain on sale of real estate787 511 201 49,877 — 22 
Income tax (expense) benefit(395)(398)(407)(402)(18,417)1,312 
Net income (loss)32,117 18,552 3,380 (19,977)(85,904)(62,965)
Preferred dividend requirements(6,033)(6,033)(6,034)(6,034)(6,034)(6,034)
Net income (loss) available to common shareholders of EPR Properties$26,084 $12,519 $(2,654)$(26,011)$(91,938)$(68,999)
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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):3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Net income (loss) available to common shareholders of EPR Properties$26,084 $12,519 $(2,654)$(26,011)$(91,938)$(68,999)
Gain on sale of real estate(787)(511)(201)(49,877)— (22)
Impairment of real estate investments, net (2) 2,711 — — 22,832 11,561 36,255 
Real estate depreciation and amortization42,415 40,332 40,109 41,786 41,791 42,151 
Allocated share of joint venture depreciation966 459 354 361 369 378 
Impairment charges on joint ventures— — — — — 3,247 
FFO available to common shareholders of EPR Properties$71,389 $52,799 $37,608 $(10,909)$(38,217)$13,010 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties$71,389 $52,799 $37,608 $(10,909)$(38,217)$13,010 
Costs associated with loan refinancing or payoff4,741 — 241 812 — 820 
Transaction costs2,132 662 548 814 2,776 771 
Severance expense— — — 2,868 — — 
Impairment of operating lease right-of-use assets (2)— — — — — 15,009 
Credit loss (benefit) expense(14,096)(2,819)(2,762)20,312 5,707 3,484 
Gain on insurance recovery (included in other income)— — (30)(809)— — 
Deferred income tax expense (benefit)— — — — 18,035 (1,676)
FFO as adjusted available to common shareholders of EPR Properties$64,166 $50,642 $35,605 $13,088 $(11,699)$31,418 
FFO per common share:
Basic$0.95 $0.71 $0.50 $(0.15)$(0.51)$0.17 
Diluted0.95 0.71 0.50 (0.15)(0.51)0.17 
FFO as adjusted per common share:
Basic$0.86 $0.68 $0.48 $0.18 $(0.16)$0.41 
Diluted0.86 0.68 0.48 0.18 (0.16)0.41 
Shares used for computation (in thousands):
Basic74,804 74,781 74,627 74,615 74,613 76,310 
Diluted74,911 74,870 74,669 74,615 74,613 76,310 
(1) See pages 23 through 25 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, which was comprised of $36.3 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
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ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1):3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
FFO available to common shareholders of EPR Properties
$71,389 $52,799 $37,608 $(10,909)$(38,217)$13,010 
Adjustments:
Costs associated with loan refinancing or payoff
4,741 — 241 812 — 820 
Transaction costs2,132 662 548 814 2,776 771 
Impairment of operating lease right-of-use assets (2)— — — — — 15,009 
Credit loss (benefit) expense(14,096)(2,819)(2,762)20,312 5,707 3,484 
Severance expense— — — 2,868 — — 
Gain on insurance recovery (included in other income)— — (30)(809)— — 
Deferred income tax expense (benefit)— — — — 18,035 (1,676)
Non-real estate depreciation and amortization197 206 217 228 268 299 
Deferred financing fees amortization2,210 1,574 1,547 1,823 1,498 1,651 
Share-based compensation expense to management and trustees
3,759 3,675 3,784 3,437 3,410 3,463 
Amortization of above/below market leases, net and tenant allowances(98)(99)(96)(96)(124)(108)
Maintenance capital expenditures (3)(690)(1,467)(756)(247)(8,911)(1,291)
Straight-lined rental revenue(981)(1,420)(1,289)(898)17,969 (2,229)
Straight-lined ground sublease expense98 111 84 150 216 207 
Non-cash portion of mortgage and other financing income
55 (216)(171)(133)71 (97)
AFFO available to common shareholders of EPR Properties$68,716 $53,006 $38,925 $17,352 $2,698 $33,313 
Weighted average diluted shares outstanding (in thousands)
74,911 74,870 74,669 74,615 74,613 76,310 
AFFO per diluted common share$0.92 $0.71 $0.52 $0.23 $0.04 $0.44 
Dividends declared per common share$0.7500 $— $— $— $— $0.3825 
AFFO payout ratio (4)82 %— %— %— %— %87 %
(1) See pages 23 through 25 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, which was comprised of $36.3 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
(3) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(4) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was temporarily suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020. On July 13, 2021, following termination of the Covenant Relief Period, the Company resumed regular monthly cash dividends to common shareholders. During the three months ended September 30, 2021, the Company declared cash dividends totaling $0.75 per common share.
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CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2021
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
BONDS/TERM LOAN/OTHER (1)UNSECURED CREDIT FACILITY (3)UNSECURED SENIOR NOTESTOTALWEIGHTED AVG INTEREST RATE
YEAR
2021$— $— $— $— —%
2022— — — — —%
2023— — 275,000 (2)275,000 5.25%
2024— — 136,637 136,637 4.35%
2025— — 300,000 300,000 4.50%
2026— — 629,597 629,597 4.70%
2027— — 450,000 450,000 4.50%
2028— — 400,000 400,000 4.95%
2029— — 500,000 500,000 3.75%
2030— — — — —%
2031— — — (2)— —%
Thereafter24,995 — — 24,995 1.39%
Less: deferred financing costs, net— — — (32,166)—%
$24,995 $— $2,691,234 $2,684,063 4.51%
BALANCEWEIGHTED AVG INTEREST RATEWEIGHTED AVG MATURITY
Fixed rate unsecured debt$2,691,234 4.54 %5.25 
Fixed rate secured debt (1)24,995 1.39 %25.84
Less: deferred financing costs, net(32,166)— %— 
     Total$2,684,063 4.51 %5.49
(1) Includes $25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024.
(2) On October 27, 2021, the Company closed on the public offering of $400.0 million in senior unsecured notes due November 15, 2031. These notes bear interest at an annual rate of 3.60%. In conjunction with the pricing of the new senior unsecured notes, the Company delivered notice of redemption to redeem all of the $275.0 million principal amount of its 5.25% senior notes due in 2023. The redemption date is set for November 12, 2021, and the Company will use a portion of the proceeds from the issuance of the new senior unsecured notes to fund this redemption plus the make-whole premium payment estimated to be approximately $20.1 million based on interest rates as of October 29, 2021 (the final make-whole premium will be determined closer to the redemption date).
(3) Unsecured Revolving Credit Facility Summary:
BALANCERATE
COMMITMENTAT 9/30/2021MATURITYAT 9/30/2021
$1,000,000$—October 6, 20251.280%
Note: Subsequent to September 30, 2021, the Company amended and restated its Consolidated Credit Agreement. The new facility no longer includes a $400.0 million term loan facility, which was paid off on September 13, 2021. The new 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 $2.0 billion, in each case, subject to certain terms and conditions. The new facility has the same pricing terms and financial covenants as the prior facility.
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CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT:September 30, 2021December 31, 2020
Unsecured term loan payable, paid in full and related interest rate swaps terminated on September 13, 2021$— $400,000 
Senior unsecured notes payable, 5.25%, due July 15, 2023 (1)275,000 275,000 
Senior unsecured notes payable, 4.35% at December 31, 2020, due August 22, 2024136,637 148,000 
Senior unsecured notes payable, 4.50%, due April 1, 2025300,000 300,000 
Unsecured revolving variable rate credit facility, LIBOR + 1.20% at September 30, 2021, due October 6, 2025 (2)— 590,000 
Senior unsecured notes payable, 4.56% at December 31, 2020, due August 22, 2026179,597 192,000 
Senior unsecured notes payable, 4.75%, due December 15, 2026450,000 450,000 
Senior unsecured notes payable, 4.50%, due June 1, 2027450,000 450,000 
Senior unsecured notes payable, 4.95%, due April 15, 2028400,000 400,000 
Senior unsecured notes payable, 3.75%, due August 15, 2029500,000 500,000 
Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 204724,995 24,995 
Less: deferred financing costs, net(32,166)(35,552)
Total debt$2,684,063 $3,694,443 

(1) Subsequent to September 30, 2021, on October 27, 2021, the Company closed on the public offering of $400.0 million in senior unsecured notes due November 15, 2031. These notes bear interest at an annual rate of 3.60%. In conjunction with the pricing of the new senior unsecured notes, the Company delivered notice of redemption to redeem all of the $275.0 million principal amount of its 5.25% senior notes due in 2023. The redemption date is set for November 12, 2021, and the Company will use a portion of the proceeds from the issuance of the new senior unsecured notes to fund this redemption plus the make-whole premium payment estimated to be approximately $20.1 million based on interest rates as of October 29, 2021 (the final make-whole premium will be determined closer to the redemption date).
(2) Subsequent to September 30, 2021, the Company entered into a Third Amended, Restated Consolidated Credit Agreement, governing a new amended and restated senior unsecured revolving credit facility. The new facility, which will mature on October 6, 2025, replaced the Company’s existing $1.0 billion senior unsecured revolving credit facility and $400.0 million senior unsecured term loan facility, which had a previous maturity date of February 27, 2022. The new facility provides for an initial maximum principal amount of borrowing availability of $1.0 billion with an accordion feature under which the Company may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The new facility has the same pricing terms and financial covenants as the prior facility (with improved valuation of certain asset types), as well as customary covenants and events of default. The Company has two options to extend the maturity date of the new credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default.
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CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF SEPTEMBER 30, 2021
Moody's (1)Baa3 (stable)
FitchBB+ (stable)
Standard and Poor'sBBB- (stable)
SUMMARY OF COVENANTS
The Company had outstanding public senior unsecured notes with fixed interest rates of 3.75%, 4.50%, 4.75%, 4.95% and 5.25% at September 30, 2021. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.
The following is a summary of the key financial covenants for the Company's 3.75%, 4.50%, 4.75%, 4.95% and 5.25% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of September 30, 2021 and June 30, 2021 are:
ActualActual
NOTE COVENANTSRequired3rd Quarter 2021 (2)2nd Quarter 2021 (2)
Limitation on incurrence of total debt (Total Debt/Total Assets)≤ 60%40%43%
Limitation on incurrence of secured debt (Secured Debt/Total Assets)≤ 40%—%—%
Limitation on incurrence of debt: Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service) - trailing twelve months≥ 1.5 x2.3x2.0x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)≥ 150% of unsecured debt239%220%
(1) Moody's senior debt rating reflects an upgrade from a negative to a stable outlook on October 6, 2021.
(2) See page 14 for details of calculations.

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CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS:September 30, 2021TOTAL DEBT:September 30, 2021
Total Assets per balance sheet$5,721,157 Secured debt obligations$24,995 
Add: accumulated depreciation1,142,513 Unsecured debt obligations:
Less: intangible assets, net(38,600)Unsecured debt2,691,234 
Total Assets$6,825,070 Outstanding letters of credit— 
Guarantees— 
TOTAL UNENCUMBERED ASSETS:September 30, 2021Derivatives at fair market value, net, if liability4,391 
Unencumbered real estate assets, gross$6,246,400 Total unsecured debt obligations:2,695,625 
Cash and cash equivalents144,433 Total Debt$2,720,620 
Land held for development21,875 
Property under development20,166 
Total Unencumbered Assets$6,432,874 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE:3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 2020TRAILING TWELVE MONTHS
Adjusted EBITDAre $108,356 $96,437 $82,246 $68,633 $355,672 
Less: straight-line revenue, net, included in adjusted EBITDAre(981)(1,420)(1,289)(1,768)(5,458)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE$107,375 $95,017 $80,957 $66,865 $350,214 
ANNUAL DEBT SERVICE:
Interest expense, gross$36,841 $38,869 $39,854 $43,341 $158,905 
Less: deferred financing fees amortization(2,210)(1,574)(1,547)(1,823)(7,154)
ANNUAL DEBT SERVICE$34,631 $37,295 $38,307 $41,518 $151,751 
DEBT SERVICE COVERAGE3.1 2.5 2.1 1.6 2.3 
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CAPITAL STRUCTURE AS OF SEPTEMBER 30, 2021
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITYSHARES OUTSTANDINGPRICE PER SHARE AT SEPTEMBER 30, 2021LIQUIDATION PREFERENCEDIVIDEND RATECONVERTIBLECONVERSION RATIO AT SEPTEMBER 30, 2021CONVERSION PRICE AT SEPTEMBER 30, 2021
Common shares74,805,810$49.38N/A(1)N/AN/AN/A
Series C5,392,916$26.09$134,8235.750%Y0.4142$60.36
Series E3,447,381$36.92$86,1859.000%Y0.4826$51.80
Series G6,000,000$25.92$150,0005.750%NN/AN/A
(1) Total monthly dividends declared in the third quarter of 2021 were $0.75 per share.


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SUMMARY OF RATIOS
(UNAUDITED)
3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Net debt to gross assets38%39%39%40%42%41%
Net debt/Adjusted EBITDAre ratio (1)(2)Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9
Adjusted net debt/Annualized adjusted EBITDAre ratio (3)(4)Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9
Interest coverage ratio (5)Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9
Fixed charge coverage ratio (5)Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9
Debt service coverage ratio (5)Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9Footnote 9
FFO payout ratio (6) (10)79%—%—%—%—%225%
FFO as adjusted payout ratio (7) (10)87%—%—%—%—%93%
AFFO payout ratio (8) (10)82%—%—%—%—%87%
(1) See pages 23 through 25 for definitions.
(2) Adjusted EBITDAre is for the quarter multiplied times four. See calculation on page 29.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 23 through 25 for definitions.
(4) Annualized adjusted EBITDAre is Adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 29 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 23 through 25 for definitions.
(5) See page 27 for detailed calculation.
(6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.
(7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share.
(8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.
(9) Not presented as ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
(10) The monthly cash dividend to common shareholders was temporarily suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020. On July 13, 2021, following termination of the Covenant Relief Period, the Company resumed regular monthly cash dividends to common shareholders. During the three months ended September 30, 2021, the Company declared cash dividends totaling $0.75 per common share.
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SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
CARRYING AMOUNT AS OF (1)
DESCRIPTIONINTEREST RATEPAYOFF DATE/MATURITY DATEOUTSTANDING PRINCIPAL AMOUNT OF MORTGAGESEPTEMBER 30, 2021DECEMBER 31, 2020
Private school property Mableton, Georgia9.02 %Prepaid in full$— $— $5,278 
Attraction property Powells Point, North Carolina
7.75 %
6/30/2025
28,521 27,908 27,045 
Fitness & wellness property Omaha, Nebraska7.85 %
1/3/2027
10,905 11,278 11,225 
Fitness & wellness property Merriam, Kansas
7.55 %
7/31/2029
9,090 9,398 9,355 
Ski property Girdwood, Alaska
8.21 %
12/31/2029
44,605 44,537 40,680 
Fitness & wellness property Omaha, Nebraska7.85 %
6/30/2030
10,539 10,797 8,630 
Experiential lodging property Nashville, Tennessee
7.01 %
9/30/2031
71,223 70,422 67,235 
Eat & play property Austin, Texas
11.31 %
6/1/2033
10,915 11,073 11,929 
Ski property West Dover and Wilmington, Vermont11.96 %
12/1/2034
51,050 51,045 51,031 
Four ski properties Ohio and Pennsylvania
10.91 %
12/1/2034
37,562 37,506 37,413 
Ski property Chesterland, Ohio
11.38 %
12/1/2034
4,550 4,509 4,396 
Ski property Hunter, New York
8.72 %
1/5/2036
21,000 21,000 21,000 
Eat & play property Midvale, Utah10.25 %
5/31/2036
17,505 17,729 18,289 
Eat & play property West Chester, Ohio9.75 %
8/1/2036
18,068 18,285 18,830 
Fitness & wellness property Fort Collins, Colorado7.85 %
1/31/2038
10,292 10,568 10,408 
Early childhood education center Lake Mary, Florida7.98 %
5/9/2039
4,200 4,321 4,348 
Eat & play property Eugene, Oregon
8.13 %
6/17/2039
14,700 14,759 14,799 
Early childhood education center Lithia, Florida8.42 %
10/31/2039
3,959 3,999 3,737 
Total
$368,684 $369,134 $365,628 

(1) Amounts include accrued interest.
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INVESTMENT SPENDING AND DISPOSITION SUMMARIES
(UNAUDITED, DOLLARS IN THOUSANDS)
INVESTMENT SPENDING THREE MONTHS ENDED SEPTEMBER 30, 2021
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$1,141 $845 $296 $— $— $— 
Eat & Play1,496 1,492 — — — 
Attractions17 — 17 — — — 
Ski2,753 — — — 2,753 — 
Experiential Lodging33,509 2,378 5,248 — — 25,883 
Cultural— — — — 
Fitness & Wellness329 — — — 329 — 
Total Experiential39,250 4,715 5,570 — 3,082 25,883 
Total Education— — — — — — 
Total Investment Spending$39,250 $4,715 $5,570 $— $3,082 $25,883 
INVESTMENT SPENDING NINE MONTHS ENDED SEPTEMBER 30, 2021
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$4,190 $3,785 $405 $— $— $— 
Eat & Play36,414 9,347 315 26,752 — — 
Attractions46 — 46 — — — 
Ski5,546 — — — 5,546 — 
Experiential Lodging55,193 16,300 11,070 — — 27,823 
Cultural4,394 — 15 — 4,379 — 
Fitness & Wellness2,124 — — — 2,124 — 
Total Experiential107,907 29,432 11,851 26,752 12,049 27,823 
Total Education— — — — — — 
Total Investment Spending$107,907 $29,432 $11,851 $26,752 $12,049 $27,823 
2021 DISPOSITIONS
THREE MONTHS ENDED SEPTEMBER 30, 2021NINE MONTHS ENDED SEPTEMBER 30, 2021
INVESTMENT TYPETOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTESTOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
Theatres$— $— $— $28,634 $28,634 $— 
Total Experiential— — — 28,634 28,634 — 
Total Education2,186 2,186 — 7,264 2,186 5,078 
Total Dispositions$2,186 $2,186 $— $35,898 $30,820 $5,078 
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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT SEPTEMBER 30, 2021 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
SEPTEMBER 30, 2021OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT# OF PROJECTS4TH QUARTER 20211ST QUARTER 20222ND QUARTER 20223RD QUARTER 2022THEREAFTERTOTAL EXPECTED COSTS (2)% LEASED
Total Build-to-Suit (3)$16,535 6$105 $105 $105 $— $130 $16,980 100 %
Non Build-to-Suit Development
3,631 
Total Property Under Development
$20,166 
SEPTEMBER 30, 2021OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS4TH QUARTER 20211ST QUARTER 20222ND QUARTER 20223RD QUARTER 2022THEREAFTERTOTAL IN-SERVICE (2)ACTUAL IN-SERVICE 3RD QUARTER 2021
Total Build-to-Suit6$12,696 $381 $1,404 $2,499 $— $16,980 $2,899 
SEPTEMBER 30, 2021MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE# OF PROJECTS4TH QUARTER 20211ST QUARTER 20222ND QUARTER 20223RD QUARTER 2022THEREAFTERTOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes
$55,333 2$2,426 $— $— $— $10,163 $67,922 
Non Build-to-Suit Mortgage Notes
313,801 
Total Mortgage Notes Receivable
$369,134 
(1) This schedule includes only those properties for which the Company has commenced construction as of September 30, 2021.
(2) "Total Expected Costs" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest as applicable).
(3) Total Build-to-Suit excludes property under development related to the Company's two unconsolidated real estate joint ventures that own recreation anchored lodging properties in St. Petersburg, Florida. The Company's spending is estimated at $0.2 million for the three months ended December 31, 2021.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.
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LEASE EXPIRATIONS
AS OF SEPTEMBER 30, 2021
(UNAUDITED, DOLLARS IN THOUSANDS)
YEARTOTAL NUMBER OF PROPERTIESRENTAL REVENUE FOR THE TRAILING TWELVE MONTHS ENDED SEPTEMBER 30, 2021 (1)% OF TOTAL REVENUE
2021— $— — %
20222,673 %
2023953 — %
20247,955 %
20252,664 %
20266,199 %
202719,014 %
202812 8,912 %
202912 12,600 %
203022 22,025 %
203113 7,174 %
203221 16,040 %
203310 10,103 %
203440 42,705 %
203533 73,172 15 %
203626 31,027 %
203732 51,423 11 %
203835 33,376 %
20396,739 %
20404,673 %
Thereafter37 27,302 %
324 $386,729 82 %
Note: This schedule excludes non-theatre tenant leases within the Company's entertainment districts, properties under development, land held for development, properties operated by the Company and investments in mortgage notes receivable.
(1) Rental revenue for the trailing twelve months ended September 30, 2021 includes lease revenue related to the Company's existing operating ground leases (leases in which the Company is a sub-lessor) as well as the gross-up of tenant reimbursed expenses recognized during the trailing twelve months ended September 30, 2021 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
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TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
PERCENTAGE OF TOTAL REVENUEPERCENTAGE OF TOTAL REVENUE
FOR THE THREE MONTHS ENDEDFOR THE NINE MONTHS ENDED
CUSTOMERSSEPTEMBER 30, 2021SEPTEMBER 30, 2021
1.AMC Theatres16.7%18.8%
2.Topgolf15.4%16.8%
3.Regal Cinemas 8.3%6.2%
4.Cinemark7.6%8.5%
5.Vail Resorts5.0%5.5%
6.Premier Parks4.5%2.6%
7.Camelback Resort4.0%4.4%
8.Six Flags3.3%3.3%
9.Endeavor Schools2.7%3.0%
10.Empire Resorts2.0%2.2%
Total69.5%71.3%
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GUIDANCE
(UNAUDITED, DOLLARS IN MILLION, EXCEPT PER SHARE DATA)
MEASURE2021 GUIDANCE
YTD ACTUALSCURRENTPRIOR
Investment spending (1) $107.9(1)(1)
Disposition proceeds and mortgage note payoff$35.9$93.0to$103.0$40.0to$50.0
Percentage rent and participating interest income$7.2$10.8to$11.8$8.5to$9.5
General and administrative expense$33.9$45.0to$47.0$45.5to$47.5
FFO per diluted share (1)$2.16$2.80to$2.86$2.80to$2.90
FFO as adjusted (FFOAA) per diluted share (1)$2.01$2.95to$3.01$2.76to$2.86
RECONCILIATION FROM NET INCOME AVAILABLE TO COMMON SHAREHOLDERS OF EPR PROPERTIES (PER DILUTED SHARE):YTD ACTUALS2021 GUIDANCE
Net income available to common shareholders of EPR Properties$0.48$0.76to$0.84
Gain on sale of real estate(0.02)(0.23)to(0.25)
Impairment of real estate investments, net0.040.04
Real estate depreciation and amortization1.642.18
Allocated share of joint venture depreciation0.020.05
FFO available to common shareholders of EPR Properties $2.16$2.80to$2.86
Transaction costs0.040.05
Costs associated with loan refinancing or payoff0.070.36
Credit loss (benefit) expense(0.26)(0.26)
FFO as adjusted (FFOAA) available to common shareholders of EPR Properties $2.01$2.95to$3.01
(1) At this time, the Company is not providing investment spending guidance. The guidance for FFO per diluted share and FFOAA per diluted share includes only previously committed additional investment spending of approximately $6.1 million for the last three months of 2021.

EXPECTED REVENUE RECOGNITION AND CASH COLLECTIONS AS A % of CONTRACTUAL CASH REVENUE (2)4TH QUARTER 2021
RANGE IN $% OF CONTRACTUAL CASH REVENUE (2)
Revenue recognition$133.0to$138.096%to99%
Cash collections$131.0to$135.095%to97%
(2) Contractual cash revenue is an operational measure and represents aggregate cash payments for which the Company is entitled under existing contracts, excluding the impact of any temporary abatements or deferrals, percentage rent (rents received over base amounts), non-cash revenue and revenue from taxable REIT subsidiaries (TRSs).

Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. See cautionary statement concerning forward-looking statements on page 3.
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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 (loss), computed in accordance with GAAP, excluding interest expense (net), income tax expense (benefit), depreciation and amortization, gains and losses from disposition of real estate, impairment losses on real estate, costs associated with loan refinancing or payoff and adjustments for unconsolidated partnerships, joint ventures and other affiliates. Management provides EBITDAre herein because it believes this information is useful to investors as a supplemental performance measure as it can help facilitate comparisons of operating performance between periods and with other REITs. The Company's method of calculating EBITDAre may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDAre is not a measure of performance under GAAP, does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. This measure should not be considered an alternative to net income (loss) or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, credit loss (benefit) expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. This number for the quarter is then multiplied by four to get an annual amount. Annualized Adjusted EBITDAre is Adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items including removing any impact from operating properties, which is then multiplied by four to get an annual amount. Additionally, for the year ended December 31, 2020, Adjusted EBITDAre was further adjusted to add back prior period receivable write-offs related to certain theatre tenants placed on cash basis or receiving abatements during the respective periods.

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

NET DEBT AND ADJUSTED NET DEBT
Net Debt represents debt (reported in accordance with GAAP) adjusted to exclude deferred financing costs, net and reduced for cash and cash equivalents. By excluding deferred financing costs, net and reducing debt for cash and cash equivalents on hand, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. The Company believes this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding its financial condition. Adjusted net debt is net debt less 40% times property under development to remove the estimated portion of property under development that has been financed with debt but has not yet produced earnings. The Company's method of calculating Net Debt and Adjusted Net Debt may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.



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

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

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

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

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

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


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Appendix to Supplemental Operating and Financial Data
Reconciliation of Certain Non-GAAP Financial Measures
Third Quarter and Nine Months Ended September 30, 2021

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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1):3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Net income (loss)$32,117 $18,552 $3,380 $(19,977)$(85,904)$(62,965)
Impairment charges2,711 — — 22,832 11,561 51,264 
Impairment charges on joint ventures— — — — — 3,247 
Transaction costs2,132 662 548 814 2,776 771 
Credit loss (benefit) expense(14,096)(2,819)(2,762)20,312 5,707 3,484 
Interest expense, gross36,841 38,869 39,854 43,341 42,312 39,281 
Severance expense— — — 2,868 — — 
Depreciation and amortization42,612 40,538 40,326 42,014 42,059 42,450 
Share-based compensation expense
to management and trustees3,759 3,675 3,784 3,437 3,410 3,463 
Costs associated with loan refinancing or payoff4,741 — 241 812 — 820 
Interest cost capitalized(233)(514)(595)(404)(325)(242)
Straight-line rental revenue(981)(1,420)(1,289)(898)17,969 (2,229)
Gain on sale of real estate
(787)(511)(201)(49,877)— (22)
Gain on insurance recovery
— — (30)(809)— — 
Deferred income tax expense (benefit)— — — — 18,035 (1,676)
Interest coverage amount$108,816 $97,032 $83,256 $64,465 $57,600 $77,646 
Interest expense, net$36,584 $38,312 $39,194 $42,838 $41,744 $38,340 
Interest income24 43 65 99 243 699 
Interest cost capitalized233 514 595 404 325 242 
Interest expense, gross$36,841 $38,869 $39,854 $43,341 $42,312 $39,281 
Interest coverage ratioFootnote 2Footnote 2Footnote 2Footnote 2Footnote 2Footnote 2
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount$108,816 $97,032 $83,256 $64,465 $57,600 $77,646 
Interest expense, gross$36,841 $38,869 $39,854 $43,341 $42,312 $39,281 
Preferred share dividends6,033 6,033 6,034 6,034 6,034 6,034 
Fixed charges$42,874 $44,902 $45,888 $49,375 $48,346 $45,315 
Fixed charge coverage ratioFootnote 2Footnote 2Footnote 2Footnote 2Footnote 2Footnote 2
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount$108,816 $97,032 $83,256 $64,465 $57,600 $77,646 
Interest expense, gross$36,841 $38,869 $39,854 $43,341 $42,312 $39,281 
Recurring principal payments— — — — — — 
Debt service$36,841 $38,869 $39,854 $43,341 $42,312 $39,281 
Debt service coverage ratioFootnote 2Footnote 2Footnote 2Footnote 2Footnote 2Footnote 2
(1) See pages 23 through 25 for definitions.
(2) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
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RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 27 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Net cash provided (used) by operating activities$95,624 $62,494 $78,306 $5,795 $2,065 $(31,631)
Equity in loss from joint ventures(418)(1,151)(1,431)(1,364)(1,044)(1,724)
Distributions from joint ventures— — (90)— — — 
Amortization of deferred financing costs(2,210)(1,574)(1,547)(1,823)(1,498)(1,651)
Amortization of above and below market leases, net and tenant allowances
98 99 96 96 124 108 
Changes in assets and liabilities, net:
Amortization of operating lease assets and liabilities
146 113 120 230 (14)(287)
Mortgage notes and related accrued interest receivable
(154)423 (280)3,297 1,154 2,613 
Accounts receivable(10,692)(6,265)(18,687)4,422 (5,053)62,163 
Other assets(4,396)(1,003)7,323 (367)(2,208)819 
Accounts payable and accrued liabilities(7,230)2,716 (997)404 (4,348)6,555 
Unearned rents and interest289 3,583 (18,075)9,312 5,690 3,100 
Straight-line rental revenue(981)(1,420)(1,289)(898)17,969 (2,229)
Interest expense, gross36,841 38,869 39,854 43,341 42,312 39,281 
Interest cost capitalized(233)(514)(595)(404)(325)(242)
Transaction costs2,132 662 548 814 2,776 771 
Severance expense (cash portion)— — — 1,610 — — 
Interest coverage amount (1)$108,816 $97,032 $83,256 $64,465 $57,600 $77,646 
Net cash (used) provided by investing activities$(12,711)$3,128 $(29,894)$204,883 $(17,919)$(13,219)
Net cash used by financing activities$(446,643)$(96,195)$(532,435)$(170,716)$(5,994)$(175,358)
(1) See pages 23 through 25 for definitions.
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RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre, ANNUALIZED ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDAre (4):3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Net income (loss)$32,117 $18,552 $3,380 $(19,977)$(85,904)$(62,965)
Interest expense, net36,584 38,312 39,194 42,838 41,744 38,340 
Income tax expense (benefit)395 398 407 402 18,417 (1,312)
Depreciation and amortization42,612 40,538 40,326 42,014 42,059 42,450 
Gain on sale of real estate(787)(511)(201)(49,877)— (22)
Impairment of real estate investments, net (3)2,711 — — 22,832 11,561 36,255 
Costs associated with loan refinancing or payoff4,741 — 241 812 — 820 
Allocated share of joint venture depreciation966 459 354 361 369 378 
Allocated share of joint venture interest expense981 846 789 872 741 736 
Impairment charges on joint ventures— — — — — 3,247 
EBITDAre$120,320 $98,594 $84,490 $40,277 $28,987 $57,927 
Gain on insurance recovery (1)— — (30)(809)— — 
Severance expense— — — 2,868 — — 
Transaction costs2,132 662 548 814 2,776 771 
Credit loss (benefit) expense(14,096)(2,819)(2,762)20,312 5,707 3,484 
Accounts receivable write-offs from prior periods (2)— — — 4,301 13,533 — 
Straight-line receivable write-offs from prior periods (2)— — — 870 19,927 — 
Impairment of operating lease right-of-use assets (3)— — — — — 15,009 
Adjusted EBITDAre (for the quarter)$108,356 $96,437 $82,246 $68,633 $70,930 $77,191 
Adjusted EBITDAre (5)Footnote 10Footnote 10Footnote 10Footnote 10Footnote 10Footnote 10
ANNUALIZED ADJUSTED EBITDAre (4):
Adjusted EBITDAre (for the quarter)Footnote 10Footnote 10Footnote 10Footnote 10Footnote 10Footnote 10
Corporate/unallocated and other NOI
In-service and disposition adjustments (6)
Percentage rent/participation adjustments (7)
Non-recurring adjustments (8)
Annualized Adjusted EBITDAre (for the quarter)
Annualized Adjusted EBITDAre (9)
See footnotes on following page.
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(1) Included in other income in the consolidated statements of income (loss) in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Income (loss) from settlement of foreign currency swap contracts$39 $(28)$52 $110 $154 $408 
Gain on insurance recovery— — 30 809 — — 
Operating income from operated properties7,860 848 295 45 16 
Fee income187 — — — — — 
Miscellaneous income213 301 12 — 
Other income$8,091 $1,033 $678 $968 $182 $416 
(2) Included in rental revenue from continuing operations in the consolidated statements of income (loss) in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
3RD QUARTER 20212ND QUARTER 20211ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020
Minimum rent$114,375 $107,100 $94,190 $79,342 $83,230 $89,589 
Accounts receivable write-offs from prior periods— — — (4,301)(13,533)— 
Tenant reimbursements4,187 5,000 4,822 4,831 2,413 4,169 
Percentage rent3,149 2,016 2,030 3,040 1,303 1,454 
Straight-line rental revenue981 1,420 1,289 1,768 1,958 2,229 
Straight-line write-offs from prior periods— — — (870)(19,927)— 
Other rental revenue348 347 283 201 147 90 
Rental revenue$123,040 $115,883 $102,614 $84,011 $55,591 $97,531 
(3) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, which was comprised of $36.3 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
(4) See pages 23 through 25 for definitions.
(5) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
(6) Adjustments for properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance, for continuing properties only.
(7) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing twelve month amount divided by four.
(8) Non-recurring adjustments relate to properties under operating agreements with third parties, as applicable, and COVID-19 related adjustments.
(9) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
(10) Not presented as this metric is not meaningful given the continuing disruption caused by the COVID-19 pandemic and the associated accounting for tenant rent deferrals and other lease modifications.
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