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Form 8-K EPR PROPERTIES For: May 05

May 5, 2021 4:17 PM EDT

Exhibit 99.1



EPR PROPERTIES REPORTS FIRST QUARTER 2021 RESULTS

Kansas City, MO, May 5, 2021 -- EPR Properties (NYSE:EPR) today announced operating results for the first quarter ended March 31, 2021 (dollars in thousands, except per share data):    
 Three Months Ended March 31,
 20212020
Total revenue$111,765 $151,012 
Net (loss) income available to common shareholders(2,654)31,084 
Net (loss) income available to common shareholders per diluted common share(0.04)0.40 
Funds From Operations as adjusted (FFOAA) (1)35,605 75,926 
FFOAA per diluted common share (1)0.48 0.97 
Adjusted Funds From Operations (AFFO) (1)38,926 90,067 
AFFO per diluted common share (1)0.52 1.14 
(1) a non-GAAP financial measure

First Quarter Company Headlines

Quarterly Collections Continue to Increase - Cash collections from customers continue to improve and were approximately 72% and 77% of contractual cash revenue for the first quarter of 2021 and April 2021, respectively. In addition, year-to-date through April 30, 2021, the Company collected $40.0 million of deferred rent and interest from accrual basis tenants and borrowers that reduced receivables.
Strong Increase in Theatre Reopenings Expected - Approximately 71% of the Company's theatre properties were open as of April 30, 2021. Additionally, with Regal's announced reopening schedule, it is expected that by May 21, 2021, approximately 98% of the Company's theatres will be open.
Continued Capital Recycling - During the first quarter, the Company received $13.7 million in net proceeds and recognized a net gain of $0.2 million from property dispositions. During the past year, the Company has sold three theatre properties and has an additional six theatres under contract to sell with closings anticipated through the remainder of 2021 and into 2022.
Strong Liquidity Position - The Company had cash on hand of $538.1 million at quarter-end. Subsequent to quarter-end, due to stronger collections, proceeds from dispositions and significant liquidity, the Company used $90.0 million of its cash on hand to pay off the remaining borrowings under its $1.0 billion unsecured revolving credit facility.

CEO Comments
“Our first quarter results reflect the acceleration of cash collections from tenants and borrowers,” stated Greg Silvers, Company President and CEO. “We are increasingly optimistic about our outlook as vaccination deployment expands, and consumers are exhibiting their desire to re-engage in the experiences that our customers offer them. We are pleased that most markets are largely open, capacity restrictions are easing, and particularly that the much anticipated reopening of theatres across the country is underway. Having managed our business through the pandemic to preserve liquidity, we believe we are at an inflection point, and with increased visibility look forward to further stabilization and a return to growth.”

COVID-19 Response and Update

Collections and Property Openings
Approximately 96% of the Company's non-theatre and 71% of the Company's theatre locations were open for business as of April 30, 2021. It is expected that by May 21, 2021 approximately 98% of the Company's theatres will be open based on Regal's announced reopening schedule. Cash collections from tenants and borrowers continued to improve and were approximately $98.1 million or 72% of contractual cash revenue for the first quarter (including approximately $1.5 million in deferred rent from cash basis tenants and from tenants for which the deferred payments were not previously recognized as revenue). Such cash collections further increased to 77% for April of 2021. 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).




In addition, year-to-date through April 30, 2021, collections of deferred rent and interest from accrual basis tenants and borrowers that reduced receivables totaled approximately $40.0 million. These collections are in addition to the collection amounts discussed above.

Theatre Update
During March of 2021, multiple states, most importantly New York and California, began allowing theatres to reopen with capacity limitations that vary from location to location. As vaccinations increase and theatres reopen, studios are releasing more films. With the increased supply and demand, box office increased in March and again in April. Local capacity restrictions and limited film content continue to create a challenging environment for theatre operators, but with increasing vaccinations, recent box office performance, the current major title release schedule, and expected continuing easing of capacity limitations, the Company anticipates that the US box office will continue to improve throughout the remainder of 2021.

Capital Recycling
During the first quarter of 2021, the Company completed the sale of one theatre property and one outparcel for net proceeds totaling $13.7 million and recognized a combined gain on sale of $0.2 million. During the past year, the Company has sold three theatre properties and has an additional six theatres under contract to sell with closings anticipated through the remainder of 2021 and into 2022.

On March 22, 2021, the Company received $5.1 million in proceeds representing prepayment in full on a mortgage note receivable that was secured by a private school property. No prepayment fee was received in connection with this note payoff.

Strong Liquidity Position
The Company remains focused on maintaining strong liquidity and financial flexibility through the pandemic. The Company had $538.1 million of cash on hand at quarter-end. On April 9, 2021, due to stronger collections, proceeds from dispositions and significant liquidity, the Company used $90.0 million of its cash on hand to pay off the remaining borrowings under its $1.0 billion unsecured revolving credit facility.

Portfolio Update
The Company's total investments (a non-GAAP financial measure) were approximately $6.5 billion at March 31, 2021 with Experiential totaling $5.9 billion, or 91%, and Education totaling $0.6 billion, or 9%.

The Company's Experiential portfolio (excluding property under development) consisted of the following property types (owned or financed) at March 31, 2021:
177 theatre properties;
55 eat & play properties (including seven theatres located in entertainment districts);
18 attraction properties;
13 ski properties;
six experiential lodging properties;
one gaming property;
three cultural properties; and
seven fitness & wellness properties.

As of March 31, 2021, the Company's owned Experiential portfolio consisted of approximately 19.3 million square feet, which was 92.8% leased and included $94.8 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 March 31, 2021:
65 early childhood education center properties; and
9 private school properties.

As of March 31, 2021, the Company's owned Education portfolio consisted of approximately 1.4 million square feet, which was 100% leased and included $3.0 million in undeveloped land inventory.

The combined owned portfolio consisted of 20.7 million square feet and was 93.3% leased.




Investment Update
The Company's investment spending during the three months ended March 31, 2021 totaled $52.1 million, and included the acquisition of a Topgolf property in San Jose, California for $26.7 million as well as spending on build-to-suit development and redevelopment projects.

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

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

Conference Call Information
Management will host a conference call to discuss the Company's financial results on May 6, 2021 at 8:30 a.m. Eastern Time. The call may also include discussion of Company developments, and forward-looking and other material information about business and financial matters. The conference will be webcast and can be accessed via the Webcasts page in the Investor Center on the Company's website located at https://investors.eprkc.com/webcasts. To access the call, audio only, dial (866) 587-2930 and when prompted, provide the passcode 9155913.

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

Quarterly Supplemental
The Company's supplemental information package for the first quarter ended March 31, 2021 is available in the Investor Center on the Company's website located at https://investors.eprkc.com/earnings-supplementals.



EPR Properties
Consolidated Statements of (Loss) Income
(Unaudited, dollars in thousands except per share data)
 Three Months Ended March 31,
 20212020
Rental revenue$102,614 $135,043 
Other income678 7,573 
Mortgage and other financing income8,473 8,396 
Total revenue111,765 151,012 
Property operating expense15,313 13,093 
Other expense2,552 9,534 
General and administrative expense11,336 10,988 
Costs associated with loan refinancing or payoff241 — 
Interest expense, net39,194 34,753 
Transaction costs548 1,075 
Credit loss (benefit) expense(2,762)1,192 
Depreciation and amortization40,326 43,810 
Income before equity in loss from joint ventures and other items5,017 36,567 
Equity in loss from joint ventures(1,431)(420)
Gain on sale of real estate201 220 
Income before income taxes3,787 36,367 
Income tax (expense) benefit(407)751 
Net income3,380 37,118 
Preferred dividend requirements(6,034)(6,034)
Net (loss) income available to common shareholders of EPR Properties$(2,654)$31,084 
Net (loss) income available to common shareholders of EPR Properties per share:
Basic$(0.04)$0.40 
Diluted$(0.04)$0.40 
Shares used for computation (in thousands):
Basic74,627 78,467 
Diluted74,627 78,476 



EPR Properties
Condensed Consolidated Balance Sheets
(Unaudited, dollars in thousands)
 March 31, 2021December 31, 2020
Assets
Real estate investments, net of accumulated depreciation of $1,101,727 and $1,062,087 at March 31, 2021 and December 31, 2020, respectively$4,801,106 $4,851,302 
Land held for development23,225 23,225 
Property under development94,822 57,630 
Operating lease right-of-use assets179,113 163,766 
Mortgage notes and related accrued interest receivable364,969 365,628 
Investment in joint ventures28,313 28,208 
Cash and cash equivalents538,077 1,025,577 
Restricted cash5,928 2,433 
Accounts receivable97,517 116,193 
Other assets75,032 70,223 
Total assets$6,208,102 $6,704,185 
Liabilities and Equity
Accounts payable and accrued liabilities$95,085 $105,379 
Operating lease liabilities217,448 202,223 
Dividends payable6,078 6,070 
Unearned rents and interest83,565 65,485 
Debt3,171,193 3,694,443 
Total liabilities3,573,369 4,073,600 
Total equity$2,634,733 $2,630,585 
Total liabilities and equity$6,208,102 $6,704,185 





Non-GAAP Financial Measures

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

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

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

The following table summarizes FFO, FFOAA and AFFO for the three months ended March 31, 2021 and 2020 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 March 31,
 20212020
FFO:
Net (loss) income available to common shareholders of EPR Properties
$(2,654)$31,084 
Gain on sale of real estate(201)(220)
Real estate depreciation and amortization40,109 43,525 
Allocated share of joint venture depreciation354 383 
FFO available to common shareholders of EPR Properties$37,608 $74,772 
FFO available to common shareholders of EPR Properties$37,608 $74,772 
Add: Preferred dividends for Series C preferred shares— 1,939 
Add: Preferred dividends for Series E preferred shares— 1,939 
Diluted FFO available to common shareholders of EPR Properties$37,608 $78,650 



 Three Months Ended March 31,
 20212020
FFOAA:
FFO available to common shareholders of EPR Properties$37,608 $74,772 
Costs associated with loan refinancing or payoff241 — 
Transaction costs548 1,075 
Credit loss (benefit) expense(2,762)1,192 
Gain on insurance recovery (included in other income)(30)— 
Deferred income tax benefit— (1,113)
FFOAA available to common shareholders of EPR Properties$35,605 $75,926 
FFOAA available to common shareholders of EPR Properties$35,605 $75,926 
Add: Preferred dividends for Series C preferred shares— 1,939 
Add: Preferred dividends for Series E preferred shares— 1,939 
Diluted FFOAA available to common shareholders of EPR Properties$35,605 $79,804 
AFFO:
FFOAA available to common shareholders of EPR Properties$35,605 $75,926 
Non-real estate depreciation and amortization217 285 
Deferred financing fees amortization1,547 1,634 
Share-based compensation expense to management and trustees3,784 3,509 
Amortization of above and below market leases, net and tenant allowances(96)(152)
Maintenance capital expenditures (1)(756)(928)
Straight-lined rental revenue(1,288)9,708 
Straight-lined ground sublease expense 84 176 
Non-cash portion of mortgage and other financing income(171)(91)
AFFO available to common shareholders of EPR Properties$38,926 $90,067 
AFFO available to common shareholders of EPR Properties$38,926 $90,067 
Add: Preferred dividends for Series C preferred shares— 1,939 
Add: Preferred dividends for Series E preferred shares— 1,939 
Diluted AFFO available to common shareholders of EPR Properties$38,926 $93,945 
FFO per common share:
Basic$0.50 $0.95 
Diluted0.50 0.95 
FFOAA per common share:
Basic$0.48 $0.97 
Diluted0.48 0.97 
AFFO per common share:
Basic$0.52 $1.15 
Diluted0.52 1.14 
Shares used for computation (in thousands):
Basic74,627 78,467 
Diluted74,669 78,476 
Weighted average shares outstanding-diluted EPS74,669 78,476 
Effect of dilutive Series C preferred shares— 2,232 
Effect of dilutive Series E preferred shares— 1,664 
Adjusted weighted average shares outstanding-diluted Series C and Series E74,669 82,372 
Other financial information:
Dividends per common share$— $1.1325 

(1) 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 ended March 31, 2020. 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 this period.




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

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

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

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

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

Adjusted EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, credit loss (benefit) expense, transaction costs, impairment losses on operating lease right-of-use assets and prepayment fees. For the three months ended March 31, 2020, Adjusted EBITDAre was further adjusted to reflect the write-offs of straight-line rent receivables against rental revenue of $12.5 million related to the COVID-19 disruption.

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




Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets, EBITDAre and Adjusted EBITDA (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands):
March 31,
20212020
Net Debt:
Debt$3,171,193 $3,854,062 
Deferred financing costs, net35,036 35,933 
Cash and cash equivalents(538,077)(1,225,122)
Net Debt$2,668,152 $2,664,873 
Gross Assets:
Total Assets$6,208,102 $7,255,340 
Accumulated depreciation1,101,727 1,023,993 
Cash and cash equivalents(538,077)(1,225,122)
Gross Assets$6,771,752 $7,054,211 
Net Debt to Gross Assets39 %38 %
Three Months Ended March 31,
20212020
EBITDAre and Adjusted EBITDAre:
Net income$3,380 $37,118 
Interest expense, net39,194 34,753 
Income tax expense (benefit)407 (751)
Depreciation and amortization40,326 43,810 
Gain on sale of real estate(201)(220)
Costs associated with loan refinancing or payoff241 — 
Allocated share of joint venture depreciation354 383 
Allocated share of joint venture interest expense789 735 
EBITDAre $84,490 $115,828 
Gain on insurance recovery (1)(30)— 
Transaction costs548 1,075 
Credit loss (benefit) expense(2,762)1,192 
Straight-line receivable write-offs from prior periods (2)— 12,532 
Adjusted EBITDAre $82,246 $130,627 
(1) Included in other income in the accompanying consolidated statements of (loss) income. Other income includes the following:
Three Months Ended March 31,
20212020
Income from settlement of foreign currency swap contracts$52 $368 
Gain on insurance recovery30 — 
Operating income from operated properties295 7,201 
Miscellaneous income301 
Other income$678 $7,573 
(2) Included in rental revenue in the accompanying consolidated statements of (loss) income. Rental revenue includes the following:
Three Months Ended March 31,
20212020
Minimum rent$94,190 $138,219 
Tenant reimbursements4,822 3,698 
Percentage rent2,030 2,757 
Straight-line rental revenue1,289 2,824 
Straight-line receivable write-offs from prior periods— (12,532)
Other rental revenue283 77 
Rental revenue$102,614 $135,043 




Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total investments to total assets (computed in accordance with GAAP) is included in the following table (unaudited, in thousands):
March 31, 2021December 31, 2020
Total Investments:
Real estate investments, net of accumulated depreciation$4,801,106 $4,851,302 
Add back accumulated depreciation on real estate investments1,101,727 1,062,087 
Land held for development23,225 23,225 
Property under development94,822 57,630 
Mortgage notes and related accrued interest receivable364,969 365,628 
Investment in joint ventures28,313 28,208 
Intangible assets, gross (1)57,962 57,962 
Notes receivable and related accrued interest receivable, net (1)7,284 7,300 
Total investments$6,479,408 $6,453,342 
Total investments$6,479,408 $6,453,342 
Operating lease right-of-use assets179,113 163,766 
Cash and cash equivalents538,077 1,025,577 
Restricted cash5,928 2,433 
Accounts receivable97,517 116,193 
Less: accumulated depreciation on real estate investments(1,101,727)(1,062,087)
Less: accumulated amortization on intangible assets(17,379)(16,330)
Prepaid expenses and other current assets27,165 21,291 
Total assets$6,208,102 $6,704,185 
(1) Included in other assets in the accompanying consolidated balance sheet. Other assets include the following:
March 31, 2021December 31, 2020
Intangible assets, gross$57,962 $57,962 
Less: accumulated amortization on intangible assets(17,379)(16,330)
Notes receivable and related accrued interest receivable, net7,284 7,300 
Prepaid expenses and other current assets27,165 21,291 
Total other assets$75,032 $70,223 
About EPR Properties
EPR Properties is a leading experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues which create value by facilitating out-of-home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have nearly $6.5 billion in total investments across 44 states. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage and the potential for stable and attractive returns. Further information is available at www.eprkc.com.





CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The financial results in this press release reflect preliminary, unaudited results, which are not final until the Company’s 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 capital resources and liquidity, our expected cash flows and liquidity, continuing waivers of financial covenants related to our bank credit facilities and private placement notes, the performance of our customers, including AMC and Regal, our expected cash collections, expected use of proceeds from dispositions and our results of operations and financial condition. The estimates presented herein are based on the Company's current expectations and, given the current economic uncertainty, there can be no assurances that the Company will be able to continue to comply with other applicable covenants under its debt agreements, which could materially impact actual performance. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

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

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

FIRST QUARTER 2021 EARNINGS CALL May 6, 2021


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


 
INTRODUCTORY COMMENTS 3


 
PORTFOLIO UPDATE 4


 
5 PORTFOLIO OVERVIEW Education Portfolio 74 Properties; 8 Operators Occupancy at 100% * See investor supplemental for the applicable period for definitions and calculations of this Non-GAAP measure Experiential Portfolio 280 Properties; 42 Operators Occupancy at 93% $5.9B Total Investments 4 Properties under Development Total Portfolio Snapshot ~$6.5B Total Investments* Occupancy at 93% 354 Properties Q1 Investment Spending $52.1M Create Memorable Experiences in Safe Environments


 
6 2021 Reopening – 71% of theatres were open as of April 30, anticipate 98% as of May 21 Demonstrated Demand – April’s box office was $189M, 66% increase over March even with continued closures and capacity limitations • High quality content to drive increasing demand through 2021 Lessons Learned – Studios are committed to the exhibition economic model • Studios pushed most major titles to ensure theatrical releases; “at home viewing” not seen as replacement due to economics • Historically over 90% of ticket sales are in 45 days, so shorter release window should not have material impact PORTFOLIO REOPENING Theatres


 
7 PORTFOLIO REOPENING Reopening – 96% of non-theatre properties are open Other Experiential and Education


 
8 ASSET MANAGEMENT Capital Recycling Total property disposition proceeds were $13.7M • Sold one theatre property and vacant theatre building, bringing the total number of theatres sold since Q3 2020 to three Executed contracts • 5 remaining transitional AMC properties and former CMX theatre; anticipated closings in 2021 and 2022 Collections and Deferral Agreements Cash collections continue to improve with reopenings • Q1 collections were 72% of contractual cash revenue • April collections were 77% of contractual cash revenue Deferral agreements • Customers representing substantially all contractual cash revenue, including each of our Top 20 customers, are paying their contractual rent or interest or have a deferral agreement in place


 
FINANCIAL REVIEW 9


 
1 0 (In millions except per-share data) * See investor supplementals for the applicable periods for definitions and calculations of these non-GAAP measures FINANCIAL HIGHLIGHTS Financial Performance* Quarter ended March 31, 2021 2020 $ Change % Change Total Revenue $111.8 $151.0 ($39.2) (26%) Net (Loss) Income – Common (2.7) 31.1 (33.8) (109%) FFO as adj. – Common* 35.6 75.9 (40.3) (53%) AFFO – Common* 38.9 90.1 (51.2) (57%) Net (Loss) Income/share – Common (0.04) 0.40 (0.44) (110%) FFO/share - Common, as adj.* 0.48 0.97 (0.49) (51%) AFFO/share - Common* 0.52 1.14 (0.62) (54%)


 
1 1 Net Debt to Gross Assets was 39% at 3/31/21 • $3.2B total debt; $3.1B fixed rate or fixed through int. rate swaps at wtd. avg. = 4.7% • Weighted average debt maturity ~5 years; No scheduled debt maturities until revolver matures in 2022 which currently has no balance outstanding • Continue to be in Covenant Relief Period Liquidity Position • $538.1M unrestricted cash on hand at 3/31/21 • $90M drawn on $1B revolver at 3/31/21 • Strong collections and significant liquidity allowed repayment of remaining balance of revolver on April 9, 2021 • Cash collections 72% and 77% of contractual cash revenue for first quarter and April 2021; Additional $40M of accrued deferred rent and interest receivable collected through 4/30/21 CAPITAL MARKETS UPDATE


 
1 2 EXPECTED REVENUE RECOGNITION AND COLLECTIONS Q2 2021 Range in $ % of Contractual Cash Revenue1 Revenue recognition $109M - $116M 80% - 85% Collections $102M - $109M 75% - 80% (1) Contractual cash revenue is an operational measure and represents aggregate cash payments for which the Company is entitled under existing contracts, excluding the impact of any temporary abatements or deferrals, percentage rent (rents received over base amounts), non-cash revenue and revenue from taxable REIT subsidiaries (TRSs).


 
CLOSING COMMENTS 1 3


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


 
Exhibit 99.3

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Supplemental Operating and Financial Data
First Quarter Ended March 31, 2021



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

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS


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

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

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 22 through 24 for definitions of certain non-GAAP financial measures used in this document and the reconciliations of certain non-GAAP measures on pages 9 and 10 and in the Appendix on pages 25 through 29.



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COMPANY PROFILE
THE COMPANYCOMPANY STRATEGY
EPR Properties ("EPR" or the "Company") is a self-administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust ("REIT"), and an initial public offering was completed on November 18, 1997.EPR's primary business objective is to enhance shareholder value by achieving predictable growth in Funds from Operations As Adjusted ("FFOAA") and dividends per share.
Since that time, the Company has been a leading Experiential net lease REIT, specializing in select enduring experiential properties. We are focused on growing our Experiential portfolio with properties that offer a variety of enduring, congregate entertainment, recreation and leisure activities. Separately, our Education portfolio is a legacy investment that provides additional geographic and operator diversity.Our strategic growth is focused on acquiring or developing experiential real estate venues which create value by facilitating out-of-home congregate entertainment, recreation and leisure experiences where consumers choose to spend their discretionary time and money. These are properties which make up the social infrastructure of society.
This focus is consistent with our depth of knowledge across each of our property types, creating a competitive advantage that allows us to more quickly identify key market trends. We deliberately apply information and our ingenuity to target properties that represent logical extensions within each of our existing property types or potential future investments.
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As part of our strategic planning and portfolio management process we assess new opportunities against the following underwriting principles:
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BUILDING THE PREMIER EXPERIENTIAL REAL ESTATE PORTFOLIO
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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
SunTrust Robinson HumphreyKi Bin Kim212-303-4124

EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
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SELECTED FINANCIAL INFORMATION
(UNAUDITED, DOLLARS AND SHARES IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
Operating Information:20212020
Revenue$111,765 $151,012 
Net (loss) income available to common shareholders of EPR Properties(2,654)31,084 
EBITDAre (1)84,490 115,828 
Adjusted EBITDAre (1)82,246 130,627 
Interest expense, net39,194 34,753 
Capitalized interest595 262 
Straight-lined rental revenue1,288 (9,708)
Dividends declared on preferred shares6,034 6,034 
Dividends declared on common shares— 88,996 
General and administrative expense11,336 10,988 
MARCH 31,
Balance Sheet Information:20212020
Total assets$6,208,102 $7,255,340 
Accumulated depreciation1,101,727 1,023,993 
Cash and cash equivalents538,077 1,225,122 
Total assets before accumulated depreciation less cash and cash equivalents (gross assets)6,771,752 7,054,211 
Debt3,171,193 3,854,062 
Deferred financing costs, net35,036 35,933 
Net debt (1)2,668,152 2,664,873 
Equity2,634,733 2,936,481 
Common shares outstanding74,767 78,588 
Total market capitalization (using EOP closing price)6,522,602 4,939,300 
Net debt/gross assets39 %38 %
Net debt/Adjusted EBITDAre ratio (2)Footnote 55.1 
Adjusted net debt/Annualized adjusted EBITDAre ratio (1)(3)(4)Footnote 54.9 
(1) See pages 22 through 24 for definitions. See calculation as applicable on page 28.
(2) Adjusted EBITDAre in this calculation is for the quarter multiplied times four. See pages 22 through 24 for definitions. See calculation on page 28.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 22 through 24 for definitions.
(4) Annualized adjusted EBITDAre is adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 28 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 22 through 24 for definitions.
(5) 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)
ASSETS1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Real estate investments$5,902,833 $5,913,389 $6,139,858 $6,144,830 $6,208,685 $6,186,562 
Less: accumulated depreciation(1,101,727)(1,062,087)(1,072,201)(1,034,771)(1,023,993)(989,254)
Land held for development23,225 23,225 25,846 26,244 28,080 28,080 
Property under development94,822 57,630 44,103 39,039 30,063 36,756 
Operating lease right-of-use assets179,113 163,766 185,459 189,058 207,605 211,187 
Mortgage notes and related accrued interest receivable364,969 365,628 362,011 357,668 356,666 357,391 
Investment in joint ventures28,313 28,208 29,571 28,925 33,897 34,317 
Cash and cash equivalents538,077 1,025,577 985,372 1,006,981 1,225,122 528,763 
Restricted cash5,928 2,433 2,424 2,615 4,583 2,677 
Accounts receivable97,517 116,193 129,714 134,774 72,537 86,858 
Other assets75,032 70,223 75,053 107,615 112,095 94,174 
Total assets$6,208,102 $6,704,185 $6,907,210 $7,002,978 $7,255,340 $6,577,511 
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and accrued liabilities
$95,085 $105,379 $95,429 $96,454 $112,167 $122,939 
Operating lease liabilities
217,448 202,223 225,379 229,030 232,343 235,650 
Common dividends payable
44 36 29 19 30,063 29,424 
Preferred dividends payable
6,034 6,034 6,034 6,034 6,034 6,034 
Unearned rents and interest
83,565 65,485 75,415 81,096 84,190 74,829 
Line of credit
90,000 590,000 750,000 750,000 750,000 — 
Deferred financing costs, net
(35,036)(35,552)(35,140)(35,907)(35,933)(37,165)
Other debt
3,116,229 3,139,995 3,139,995 3,139,995 3,139,995 3,139,995 
Total liabilities3,573,369 4,073,600 4,257,141 4,266,721 4,318,859 3,571,706 
Equity:
Common stock and additional paid-in-capital
3,865,243 3,858,451 3,853,581 3,849,803 3,845,911 3,835,674 
Preferred stock at par value
148 148 148 148 148 148 
Treasury stock
(263,982)(261,238)(260,594)(260,351)(154,357)(147,435)
Accumulated other comprehensive income (loss)2,978 216 (2,106)(4,331)(5,289)7,275 
Distributions in excess of net income
(969,654)(966,992)(940,960)(849,012)(749,932)(689,857)
Total equity2,634,733 2,630,585 2,650,069 2,736,257 2,936,481 3,005,805 
Total liabilities and equity$6,208,102 $6,704,185 $6,907,210 $7,002,978 $7,255,340 $6,577,511 
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SELECTED OPERATING DATA
(UNAUDITED, DOLLARS IN THOUSANDS)
1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Rental revenue$102,614 $84,011 $55,591 $97,531 $135,043 $154,765 
Other income678 968 182 416 7,573 8,386 
Mortgage and other financing income8,473 8,433 8,104 8,413 8,396 7,195 
Total revenue111,765 93,412 63,877 106,360 151,012 170,346 
Property operating expense15,313 16,406 13,759 15,329 13,093 16,097 
Other expense2,552 1,462 2,680 2,798 9,534 10,173 
General and administrative expense11,336 11,142 10,034 10,432 10,988 10,831 
Severance expense
— 2,868 — — — 423 
Costs associated with loan refinancing or payoff
241 812 — 820 — — 
Interest expense, net39,194 42,838 41,744 38,340 34,753 34,914 
Transaction costs548 814 2,776 771 1,075 5,784 
Credit loss (benefit) expense(2,762)20,312 5,707 3,484 1,192 — 
Impairment charges— 22,832 11,561 51,264 — 2,206 
Depreciation and amortization40,326 42,014 42,059 42,450 43,810 42,398 
Income (loss) before equity in loss from joint ventures, other items and discontinued operations5,017 (68,088)(66,443)(59,328)36,567 47,520 
Equity in loss from joint ventures(1,431)(1,364)(1,044)(1,724)(420)(905)
Impairment charges on joint ventures— — — (3,247)— — 
Gain on sale of real estate201 49,877 — 22 220 3,717 
Income tax (expense) benefit(407)(402)(18,417)1,312 751 530 
Income (loss) from continuing operations3,380 (19,977)(85,904)(62,965)37,118 50,862 
Discontinued operations:
Income from discontinued operations before other items
— — — — — 4,937 
Impairment on public charter school portfolio sale
— — — — — (21,433)
Gain on sale of real estate from discontinued operations— — — — — 1,931 
Loss from discontinued operations— — — — — (14,565)
Net income (loss)3,380 (19,977)(85,904)(62,965)37,118 36,297 
Preferred dividend requirements(6,034)(6,034)(6,034)(6,034)(6,034)(6,034)
Net (loss) income available to common shareholders of EPR Properties
$(2,654)$(26,011)$(91,938)$(68,999)$31,084 $30,263 
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FUNDS FROM OPERATIONS AND FUNDS FROM OPERATIONS AS ADJUSTED
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
FUNDS FROM OPERATIONS ("FFO") (1):1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Net (loss) income available to common shareholders of EPR Properties$(2,654)$(26,011)$(91,938)$(68,999)$31,084 $30,263 
Gain on sale of real estate(201)(49,877)— (22)(220)(5,648)
Impairment of real estate investments, net (2) — 22,832 11,561 36,255 — 23,639 
Real estate depreciation and amortization40,109 41,786 41,791 42,151 43,525 44,242 
Allocated share of joint venture depreciation354 361 369 378 383 551 
Impairment charges on joint ventures— — — 3,247 — — 
FFO available to common shareholders of EPR Properties$37,608 $(10,909)$(38,217)$13,010 $74,772 $93,047 
FFO available to common shareholders of EPR Properties$37,608 $(10,909)$(38,217)$13,010 $74,772 $93,047 
Add: Preferred dividends for Series C preferred shares— — — — 1,939 1,937 
Add: Preferred dividends for Series E preferred shares— — — — 1,939 1,939 
Diluted FFO available to common shareholders of EPR Properties$37,608 $(10,909)$(38,217)$13,010 $78,650 $96,923 
FUNDS FROM OPERATIONS AS ADJUSTED ("FFOAA") (1):
FFO available to common shareholders of EPR Properties$37,608 $(10,909)$(38,217)$13,010 $74,772 $93,047 
Costs associated with loan refinancing or payoff241 812 — 820 — 43 
Transaction costs548 814 2,776 771 1,075 5,784 
Severance expense— 2,868 — — — 423 
Termination fee included in gain on sale— — — — — 1,217 
Impairment of operating lease right-of-use assets (2)— — — 15,009 — — 
Credit loss (benefit) expense(2,762)20,312 5,707 3,484 1,192 — 
Gain on insurance recovery (included in other income)(30)(809)— — — — 
Deferred income tax expense (benefit)— — 18,035 (1,676)(1,113)(847)
FFO as adjusted available to common shareholders of EPR Properties$35,605 $13,088 $(11,699)$31,418 $75,926 $99,667 
FFO as adjusted available to common shareholders of EPR Properties$35,605 $13,088 $(11,699)$31,418 $75,926 $99,667 
Add: Preferred dividends for Series C preferred shares— — — — 1,939 1,937 
Add: Preferred dividends for Series E preferred shares— — — — 1,939 1,939 
Diluted FFO as adjusted available to common shareholders of EPR Properties$35,605 $13,088 $(11,699)$31,418 $79,804 $103,543 
FFO per common share:
Basic$0.50 $(0.15)$(0.51)$0.17 $0.95 $1.19 
Diluted0.50 (0.15)(0.51)0.17 0.95 1.18 
FFO as adjusted per common share:
Basic$0.48 $0.18 $(0.16)$0.41 $0.97 $1.27 
Diluted0.48 0.18 (0.16)0.41 0.97 1.26 
Shares used for computation (in thousands):
Basic74,627 74,615 74,613 76,310 78,467 78,456 
Diluted74,669 74,615 74,613 76,310 78,476 78,485 
Effect of dilutive Series C preferred shares— — — — 2,232 2,184 
Effect of dilutive Series E preferred shares— — — — 1,664 1,640 
Adjusted weighted-average shares outstanding-diluted Series C and Series E74,669 74,615 74,613 76,310 82,372 82,309 
(1) See pages 22 through 24 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, which was comprised of $36.3 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.
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ADJUSTED FUNDS FROM OPERATIONS
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT PER SHARE INFORMATION)
ADJUSTED FUNDS FROM OPERATIONS ("AFFO") (1):1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
FFO available to common shareholders of EPR Properties
$37,608 $(10,909)$(38,217)$13,010 $74,772 $93,047 
Adjustments:
Costs associated with loan refinancing or payoff
241 812 — 820 — 43 
Transaction costs548 814 2,776 771 1,075 5,784 
Impairment of operating lease right-of-use assets (2)— — — 15,009 — — 
Credit loss (benefit) expense(2,762)20,312 5,707 3,484 1,192 — 
Severance expense— 2,868 — — — 423 
Termination fees included in gain on sale
— — — — — 1,217 
Gain on insurance recovery (included in other income)(30)(809)— — — — 
Deferred income tax expense (benefit)— — 18,035 (1,676)(1,113)(847)
Non-real estate depreciation and amortization217 228 268 299 285 288 
Deferred financing fees amortization1,547 1,823 1,498 1,651 1,634 1,621 
Share-based compensation expense to management and trustees
3,784 3,437 3,410 3,463 3,509 3,349 
Amortization of above/below market leases, net and tenant allowances(96)(96)(124)(108)(152)(119)
Maintenance capital expenditures (3)(756)(247)(8,911)(1,291)(928)(2,276)
Straight-lined rental revenue(1,288)(898)17,969 (2,229)9,708 (3,516)
Straight-lined ground sublease expense84 150 216 207 176 237 
Non-cash portion of mortgage and other financing income
(171)(133)71 (97)(91)(91)
AFFO available to common shareholders of EPR Properties$38,926 $17,352 $2,698 $33,313 $90,067 $99,160 
AFFO available to common shareholders of EPR Properties$38,926 $17,352 $2,698 $33,313 $90,067 $99,160 
Add: Preferred dividends for Series C preferred shares— — — — 1,939 1,937 
Add: Preferred dividends for Series E preferred shares— — — — 1,939 1,939 
Diluted AFFO available to common shareholders of EPR Properties$38,926 $17,352 $2,698 $33,313 $93,945 $103,036 
Weighted average diluted shares outstanding (in thousands)
74,669 74,615 74,613 76,310 78,476 78,485 
Effect of dilutive Series C preferred shares— — — — 2,232 2,184 
Effect of dilutive Series E preferred shares— — — — 1,664 1,640 
Adjusted weighted-average shares outstanding-diluted74,669 74,615 74,613 76,310 82,372 82,309 
AFFO per diluted common share$0.52 $0.23 $0.04 $0.44 $1.14 $1.25 
Dividends declared per common share$— $— $— $0.3825 $1.1325 $1.1250 
AFFO payout ratio (4)— %— %— %87 %99 %90 %
(1) See pages 22 through 24 for definitions.
(2) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, which was comprised of $36.3 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
(3) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(4) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.
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CAPITAL STRUCTURE AS OF MARCH 31, 2021
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT
PRINCIPAL PAYMENTS DUE ON DEBT:
BONDS/TERM LOAN/OTHER (1) (2)UNSECURED CREDIT FACILITY (3)UNSECURED SENIOR NOTESTOTALWEIGHTED AVG INTEREST RATE
YEAR
2021$— $— $— $— —%
2022— 90,000 — 90,000 2.13%
2023400,000 — 275,000 675,000 4.76%
2024— — 136,637 136,637 5.60%
2025— — 300,000 300,000 4.50%
2026— — 629,597 629,597 5.05%
2027— — 450,000 450,000 4.50%
2028— — 400,000 400,000 4.95%
2029— — 500,000 500,000 3.75%
2030— — — — —%
2031— — — — —%
Thereafter24,995 — — 24,995 1.39%
Less: deferred financing costs, net— — — (35,036)—%
$424,995 $90,000 $2,691,234 $3,171,193 4.56%
BALANCEWEIGHTED AVG INTEREST RATEWEIGHTED AVG MATURITY
Fixed rate unsecured debt (1)$3,091,234 4.66 %5.29 
Fixed rate secured debt (2)24,995 1.39 %26.33
Variable rate unsecured debt90,000 2.13 %0.91
Less: deferred financing costs, net(35,036)— %— 
     Total$3,171,193 4.56 %5.34
(1) Includes $400 million of term loan that has been fixed through interest rate swaps through February 7, 2022.
(2) Includes $25 million of secured bonds that have been fixed through interest rate swaps through September 30, 2024.
(3) Unsecured Revolving Credit Facility Summary:
BALANCERATE
COMMITMENTAT 3/31/2021MATURITYAT 3/31/2021
$1,000,000$90,000February 27, 20222.125%
Note: This facility has a seven-month extension available at the Company's option (solely with respect to the unsecured revolving credit portion of the facility) and includes an accordion feature pursuant to which the maximum borrowing amount under the combined unsecured revolving credit and term loan facility can be increased from $1.4 billion to $2.4 billion, in each case, subject to certain terms and conditions.
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CAPITAL STRUCTURE AS OF MARCH 31, 2021 AND DECEMBER 31, 2020
(UNAUDITED, DOLLARS IN THOUSANDS)
CONSOLIDATED DEBT (continued)
SUMMARY OF DEBT:March 31, 2021December 31, 2020
Unsecured revolving variable rate credit facility, LIBOR + 1.625% at March 31, 2021, due February 27, 2022 (1)(2)(3)$90,000 $590,000 
Unsecured term loan payable, LIBOR + 2.00% at March 31, 2021 with $350,000 fixed at 4.40% and $50,000 fixed at 4.60%, due February 27, 2023 (1)(2)400,000 400,000 
Senior unsecured notes payable, 5.25%, due July 15, 2023275,000 275,000 
Senior unsecured notes payable, 5.60% at December 31, 2020, due August 22, 2024 (1)136,637 148,000 
Senior unsecured notes payable, 4.50%, due April 1, 2025300,000 300,000 
Senior unsecured notes payable, 5.81% at December 31, 2020, due August 22, 2026 (1)179,597 192,000 
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(35,036)(35,552)
Total debt$3,171,193 $3,694,443 

(1) During the year ended December 31, 2020, the Company amended its Consolidated Credit Agreement and its Note Purchase Agreement. The amendments modified certain provisions and waived certain covenants of the revolving credit and term loan facilities and the private placement notes through December 31, 2021 (subject to certain conditions) in light of the continuing financial and operational impacts of the COVID-19 pandemic on the Company and its tenants and borrowers. The Company can elect to terminate the Covenant Relief Period early, subject to certain conditions. The Company pays higher interest costs during the Covenant Relief Period but interest rates return to pre-waiver levels after the Covenant Relief Period, with the revolving credit and term loan facilities continuing to be subject to the Company's unsecured ratings. The amendments to the Consolidated Credit Agreement and Note Purchase Agreement also impose additional restrictions on the Company during the Covenant Relief Period, including limitations on certain investments, incurrences of indebtedness, capital expenditures, payment of dividends or other distributions, and share repurchases, in each case subject to certain exceptions. Subsequent to March 31, 2021, the Company paid off the remaining $90.0 million of borrowings under its revolving credit facility.
(2) The unsecured revolving credit facility and unsecured term loan have a LIBOR floor of 0.50% during the Covenant Relief Period and a LIBOR floor of zero thereafter.
(3) The unsecured revolving credit facility is subject to a facility fee of 0.375% during the Covenant Relief Period and returns to pre-waiver levels after the Covenant Relief Period subject to changes in the Company's unsecured debt ratings.
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CAPITAL STRUCTURE
SENIOR NOTES
SENIOR DEBT RATINGS AS OF MARCH 31, 2021
Moody'sBaa3 (negative)
FitchBB+ (negative)
Standard and Poor'sBB+ (negative)
SUMMARY OF COVENANTS
The Company has outstanding public senior unsecured notes with fixed interest rates of 3.75%, 4.50%, 4.75%, 4.95% and 5.25%. Interest on these notes is paid semiannually. These public senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.
The following is a summary of the key financial covenants for the Company's 3.75%, 4.50%, 4.75%, 4.95% and 5.25% public senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of March 31, 2021 and December 31, 2020 are:
ActualActual
NOTE COVENANTSRequired1st Quarter 2021 (1)4th Quarter 2020 (1)
Limitation on incurrence of total debt (Total Debt/Total Assets)≤ 60%44%48%
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 x1.7x2.1x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)≥ 150% of unsecured debt215%197%
(1) See page 14 for details of calculations.

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CAPITAL STRUCTURE
SENIOR NOTES
(UNAUDITED, DOLLARS IN THOUSANDS)
COVENANT CALCULATIONS
TOTAL ASSETS:March 31, 2021TOTAL DEBT:March 31, 2021
Total Assets per balance sheet$6,208,102 Secured debt obligations$24,995 
Add: accumulated depreciation1,101,727 Unsecured debt obligations:
Less: intangible assets, net(40,583)Unsecured debt3,181,234 
Total Assets$7,269,246 Outstanding letters of credit— 
Guarantees— 
TOTAL UNENCUMBERED ASSETS:September 30, 2020Derivatives at fair market value, net, if liability13,532 
Unencumbered real estate assets, gross$6,203,432 Total unsecured debt obligations:3,194,766 
Cash and cash equivalents538,077 Total Debt$3,219,761 
Land held for development23,225 
Property under development94,822 
Total Unencumbered Assets$6,859,556 
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE:1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 2020TRAILING TWELVE MONTHS
Adjusted EBITDAre $82,246 $68,633 $70,930 $77,191 $299,000 
Accounts receivable write-offs from prior periods (1)— — (1,800)(15,751)(17,551)
Less: straight-line revenue, net, included in adjusted EBITDAre(1,289)(1,768)(1,958)(2,229)(7,244)
CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE$80,957 $66,865 $67,172 $59,211 $274,205 
ANNUAL DEBT SERVICE:
Interest expense, gross$39,854 $43,341 $42,312 $39,281 $164,788 
Less: deferred financing fees amortization(1,547)(1,823)(1,498)(1,651)(6,519)
ANNUAL DEBT SERVICE$38,307 $41,518 $40,814 $37,630 $158,269 
DEBT SERVICE COVERAGE2.1 1.6 1.6 1.6 1.7 
(1) For purposes of the bond calculation of Consolidated Income Available for Debt Service, the accounts receivable write-offs that were recognized in the third and fourth quarters were reclassified to the quarter such amounts were recognized originally as revenue.
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CAPITAL STRUCTURE AS OF MARCH 31, 2021
(UNAUDITED, DOLLARS IN THOUSANDS EXCEPT SHARE INFORMATION)
EQUITY
SECURITYSHARES OUTSTANDINGPRICE PER SHARE AT MARCH 31, 2021LIQUIDATION PREFERENCEDIVIDEND RATECONVERTIBLECONVERSION RATIO AT MARCH 31, 2021CONVERSION PRICE AT MARCH 31, 2021
Common shares74,767,425$46.59N/A(1)N/AN/AN/A
Series C5,394,050$25.52$134,8515.750%Y0.4137$60.43
Series E3,447,381$36.90$86,1859.000%Y0.4826$51.80
Series G6,000,000$25.20$150,0005.750%NN/AN/A
(1) The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.


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SUMMARY OF RATIOS
(UNAUDITED)
1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Net debt to gross assets39%40%42%41%38%37%
Net debt/Adjusted EBITDAre ratio (1)(2)Footnote 9Footnote 9Footnote 9Footnote 95.14.6
Adjusted net debt/Annualized adjusted EBITDAre ratio (3)(4)Footnote 9Footnote 9Footnote 9Footnote 94.94.8
Interest coverage ratio (5)Footnote 9Footnote 9Footnote 9Footnote 93.63.8
Fixed charge coverage ratio (5)Footnote 9Footnote 9Footnote 9Footnote 93.13.3
Debt service coverage ratio (5)Footnote 9Footnote 9Footnote 9Footnote 93.63.8
FFO payout ratio (6)—%—%—%225%119%95%
FFO as adjusted payout ratio (7)—%—%—%93%117%89%
AFFO payout ratio (8)—%—%—%87%99%90%
(1) See pages 22 through 24 for definitions.
(2) Adjusted EBITDAre is for the quarter multiplied times four. See calculation on page 28.
(3) Adjusted net debt is net debt less 40% times property under development. See pages 22 through 24 for definitions.
(4) Annualized adjusted EBITDAre is Adjusted EBITDAre for the quarter further adjusted for in-service and disposed projects, percentage rent and participating interest and other non-recurring items which is then multiplied times four. These calculations can be found on page 28 under the reconciliation of Adjusted EBITDAre and Annualized Adjusted EBITDAre. See pages 22 through 24 for definitions.
(5) See page 26 for detailed calculation.
(6) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(7) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(8) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. The monthly cash dividend to common shareholders was suspended following the common share dividend paid on May 15, 2020 to shareholders of record as of April 30, 2020.
(9) Not presented as ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
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SUMMARY OF MORTGAGE NOTES RECEIVABLE
(UNAUDITED, DOLLARS IN THOUSANDS)
CARRYING AMOUNT AS OF (1)
DESCRIPTIONINTEREST RATEPAYOFF DATE/MATURITY DATEOUTSTANDING PRINCIPAL AMOUNT OF MORTGAGEMARCH 31, 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
28,178 27,372 27,045 
Fitness & wellness property Omaha, Nebraska7.85 %
1/3/2027
10,905 11,252 11,225 
Fitness & wellness property Merriam, Kansas
7.55 %
7/31/2029
9,090 9,370 9,355 
Ski property Girdwood, Alaska
8.24 %
12/31/2029
42,645 42,515 40,680 
Fitness & wellness property Omaha, Nebraska7.85 %
6/30/2030
9,839 10,082 8,630 
Experiential lodging property Nashville, Tennessee
7.01 %
9/30/2031
71,223 69,475 67,235 
Eat & play property Austin, Texas
11.31 %
6/1/2033
11,150 11,357 11,929 
Ski property West Dover and Wilmington, Vermont11.78 %
12/1/2034
51,050 51,037 51,031 
Four ski properties Ohio and Pennsylvania
10.91 %
12/1/2034
37,562 37,459 37,413 
Ski property Chesterland, Ohio
11.38 %
12/1/2034
4,550 4,433 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 17,796 18,289 
Eat & play property West Chester, Ohio9.75 %
8/1/2036
18,068 18,348 18,830 
Fitness & wellness property Fort Collins, Colorado7.85 %
1/31/2038
10,292 10,490 10,408 
Early childhood education center Lake Mary, Florida7.87 %
5/9/2039
4,200 4,357 4,348 
Eat & play property Eugene, Oregon
8.13 %
6/17/2039
14,700 14,799 14,799 
Early childhood education center Lithia, Florida8.42 %
10/31/2039
3,959 3,827 3,737 
Total
$365,916 $364,969 $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 MARCH 31, 2021
INVESTMENT TYPETOTAL INVESTMENT SPENDINGNEW DEVELOPMENTRE-DEVELOPMENTASSET ACQUISITIONMORTGAGE NOTES OR NOTES RECEIVABLEINVESTMENT IN JOINT VENTURES
Theatres$2,440 $2,382 $58 $— $— $— 
Eat & Play30,847 4,061 111 26,675 — — 
Attractions14 — 14 — — — 
Ski1,013 — — — 1,013 — 
Experiential Lodging11,993 6,680 3,688 — — 1,625 
Cultural4,383 — — 4,379 — 
Fitness & Wellness1,423 — — — 1,423 — 
Total Experiential52,113 13,123 3,875 26,675 6,815 1,625 
Total Education— — — — — — 
Total Investment Spending$52,113 $13,123 $3,875 $26,675 $6,815 $1,625 
2021 DISPOSITIONS
THREE MONTHS ENDED MARCH 31, 2021
INVESTMENT TYPETOTAL DISPOSITIONSNET PROCEEDS FROM SALE OF REAL ESTATENET PROCEEDS FROM PAYDOWN OF MORTGAGE NOTES
Theatres$13,707 $13,707 $— 
Total Experiential13,707 13,707 — 
Private Schools5,078 — 5,078 
Total Education5,078 — 5,078 
Total Dispositions$18,785 $13,707 $5,078 
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PROPERTY UNDER DEVELOPMENT - INVESTMENT SPENDING ESTIMATES AT MARCH 31, 2021 (1)
(UNAUDITED, DOLLARS IN THOUSANDS)
MARCH 31, 2021OWNED BUILD-TO-SUIT SPENDING ESTIMATES
PROPERTY UNDER DEVELOPMENT# OF PROJECTS2ND QUARTER 20213RD QUARTER 20214TH QUARTER 20211ST QUARTER 2022THEREAFTERTOTAL EXPECTED COSTS (2)% LEASED
Total Build-to-Suit (3)$79,154 10$10,990 $6,300 $4,100 $— $— $100,544 100 %
Non Build-to-Suit Development
15,668 
Total Property Under Development
$94,822 
MARCH 31, 2021OWNED BUILD-TO-SUIT IN-SERVICE ESTIMATES
# OF PROJECTS2ND QUARTER 20213RD QUARTER 20214TH QUARTER 20211ST QUARTER 2022THEREAFTERTOTAL IN-SERVICE (2)ACTUAL IN-SERVICE 1ST QUARTER 2021
Total Build-to-Suit10$52,587 $14,739 $31,175 $371 $1,672 $100,544 $— 
MARCH 31, 2021MORTGAGE BUILD-TO-SUIT SPENDING ESTIMATES
MORTGAGE NOTES RECEIVABLE# OF PROJECTS2ND QUARTER 20213RD QUARTER 20214TH QUARTER 20211ST QUARTER 2022THEREAFTERTOTAL EXPECTED COSTS (2)
Total Build-to-Suit Mortgage Notes
$52,597 2$4,025 $3,000 $3,000 $— $5,484 $68,106 
Non Build-to-Suit Mortgage Notes
312,372 
Total Mortgage Notes Receivable
$364,969 
(1) This schedule includes only those properties for which the Company has commenced construction as of March 31, 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 estimates for this are estimated at $10.3 million for 2021.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's most recent Annual Report on Form 10-K and, to the extent applicable, the Company's Quarterly Reports on Form 10-Q.
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LEASE EXPIRATIONS
AS OF MARCH 31, 2021
(UNAUDITED, DOLLARS IN THOUSANDS)
YEARTOTAL NUMBER OF PROPERTIESRENTAL REVENUE FOR THE TRAILING TWELVE MONTHS ENDED MARCH 31, 2021 (1)% OF TOTAL REVENUE (2)
2021— $— — %
20221,705 — %
2023953 — %
20246,123 %
20252,670 %
20265,478 %
202717,106 %
202812 6,842 %
202912 7,799 %
203022 20,011 %
203113 2,521 %
203221 8,333 %
20337,749 %
203440 23,666 %
203533 59,824 16 %
203622 23,045 %
203732 36,832 10 %
203835 23,916 %
20396,739 %
20402,253 %
Thereafter35 24,740 %
315 $288,305 77 %
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 March 31, 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 March 31, 2021 in accordance with Accounting Standards Update (ASU) No. 2016-02 Leases (Topic 842).
(2) Includes the write-offs of straight line rent receivables of $25.4 million and receivables from tenants of $27.1 million against rental revenue during the trailing twelve months ended March 31, 2021.
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TOP TEN CUSTOMERS BY PERCENTAGE OF TOTAL REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
PERCENTAGE OF TOTAL REVENUE
FOR THE THREE MONTHS ENDED
CUSTOMERSMARCH 31, 2021
1.AMC Theatres21.3%
2.Topgolf18.3%
3.Cinemark9.5%
4.Vail Resorts6.2%
5.Camelback Resort4.7%
6.Six Flags3.6%
7.Endeavor Schools3.3%
8.Empire Resorts2.4%
9.Creme de la Creme2.3%
10.Andretti Indoor Karting & Games1.6%
Total73.2%
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DEFINITIONS - NON-GAAP FINANCIAL MEASURES

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

ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and that it is an informative measure to use in computing various financial ratios to evaluate the Company. The Company defines Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding gain on insurance recovery, severance expense, credit loss (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 (loss) income or any other GAAP measure as a measurement of the results of the Company's operations or cash flows or liquidity as defined by GAAP.

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



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

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

ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, the Company presents AFFO by adding to FFO costs associated with loan refinancing or payoff, transaction costs, credit loss (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 (loss) income available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net (loss) income or any other GAAP measure as a measurement of the results of the Company's operations or its cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.

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INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. The Company calculates the interest coverage amount by adding to net (loss) income impairment charges, credit loss (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
First Quarter Ended March 31, 2021

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CALCULATION OF INTEREST, FIXED CHARGE AND DEBT SERVICE COVERAGE RATIOS
(UNAUDITED, DOLLARS IN THOUSANDS)
INTEREST COVERAGE RATIO (1):1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Net income (loss)$3,380 $(19,977)$(85,904)$(62,965)$37,118 $36,297 
Impairment charges— 22,832 11,561 51,264 — 23,639 
Impairment charges on joint ventures— — — 3,247 — — 
Transaction costs548 814 2,776 771 1,075 5,784 
Credit loss (benefit) expense(2,762)20,312 5,707 3,484 1,192 — 
Interest expense, gross39,854 43,341 42,312 39,281 36,794 36,442 
Severance expense— 2,868 — — — 423 
Depreciation and amortization40,326 42,014 42,059 42,450 43,810 44,530 
Share-based compensation expense
to management and trustees3,784 3,437 3,410 3,463 3,509 3,348 
Costs associated with loan refinancing or payoff241 812 — 820 — 43 
Interest cost capitalized(595)(404)(325)(242)(262)(273)
Straight-line rental revenue(1,288)(898)17,969 (2,229)9,708 (3,516)
Gain on sale of real estate
(201)(49,877)— (22)(220)(5,648)
Gain on insurance recovery
(30)(809)— — — — 
Deferred income tax expense (benefit)— — 18,035 (1,676)(1,113)(847)
Interest coverage amount$83,257 $64,465 $57,600 $77,646 $131,611 $140,222 
Interest expense, net$39,194 $42,838 $41,744 $38,340 $34,753 $34,907 
Interest income65 99 243 699 1,779 1,262 
Interest cost capitalized595 404 325 242 262 273 
Interest expense, gross$39,854 $43,341 $42,312 $39,281 $36,794 $36,442 
Interest coverage ratioFootnote 2Footnote 2Footnote 2Footnote 23.6 3.8 
FIXED CHARGE COVERAGE RATIO (1):
Interest coverage amount$83,257 $64,465 $57,600 $77,646 $131,611 $140,222 
Interest expense, gross$39,854 $43,341 $42,312 $39,281 $36,794 $36,442 
Preferred share dividends6,034 6,034 6,034 6,034 6,034 6,034 
Fixed charges$45,888 $49,375 $48,346 $45,315 $42,828 $42,476 
Fixed charge coverage ratioFootnote 2Footnote 2Footnote 2Footnote 23.1 3.3 
DEBT SERVICE COVERAGE RATIO (1):
Interest coverage amount$83,257 $64,465 $57,600 $77,646 $131,611 $140,222 
Interest expense, gross$39,854 $43,341 $42,312 $39,281 $36,794 $36,442 
Recurring principal payments— — — — — — 
Debt service$39,854 $43,341 $42,312 $39,281 $36,794 $36,442 
Debt service coverage ratioFootnote 2Footnote 2Footnote 2Footnote 23.6 3.8 
(1) See pages 22 through 24 for definitions.
(2) Not presented as this ratio is not meaningful given the continuing disruption caused by COVID-19 and the associated accounting for tenant rent deferrals and other lease modifications.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.
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RECONCILIATION OF INTEREST COVERAGE AMOUNT TO NET CASH PROVIDED BY OPERATING ACTIVITIES
(UNAUDITED, DOLLARS IN THOUSANDS)
The interest coverage amount per the table on page 26 is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used by investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Net cash provided (used) by operating activities$78,306 $5,795 $2,065 $(31,631)$89,044 $102,268 
Equity in loss from joint ventures(1,431)(1,364)(1,044)(1,724)(420)(905)
Distributions from joint ventures(90)— — — — — 
Amortization of deferred financing costs(1,547)(1,823)(1,498)(1,651)(1,634)(1,621)
Amortization of above and below market leases, net and tenant allowances
96 96 124 108 152 119 
Changes in assets and liabilities, net:
Amortization of operating lease assets and liabilities
120 230 (14)(287)(273)(161)
Mortgage notes and related accrued interest receivable
(280)3,297 1,154 2,613 512 (8)
Accounts receivable(18,687)4,422 (5,053)62,163 (14,149)14,320 
Direct financing lease receivable— — — — — 17 
Other assets7,323 (367)(2,208)819 4,454 (1,888)
Accounts payable and accrued liabilities(997)404 (4,348)6,555 13,517 (21,851)
Unearned rents and interest(18,075)9,312 5,690 3,100 (6,907)11,132 
Straight-line rental revenue(1,288)(898)17,969 (2,229)9,708 (3,516)
Interest expense, gross39,854 43,341 42,312 39,281 36,794 36,442 
Interest cost capitalized(595)(404)(325)(242)(262)(273)
Transaction costs548 814 2,776 771 1,075 5,784 
Severance expense (cash portion)— 1,610 — — — 363 
Interest coverage amount (1)$83,257 $64,465 $57,600 $77,646 $131,611 $140,222 
Net cash (used) provided by investing activities$(29,894)$204,883 $(17,919)$(13,219)$(39,759)$381,255 
Net cash (used) provided by financing activities$(532,435)$(170,716)$(5,994)$(175,358)$649,237 $(73,886)
(1) See pages 22 through 24 for definitions.
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RECONCILIATION OF EBITDAre, ADJUSTED EBITDAre, ANNUALIZED ADJUSTED EBITDAre AND ANNUALIZED ADJUSTED REVENUE
(UNAUDITED, DOLLARS IN THOUSANDS)
ADJUSTED EBITDAre (4):1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Net income (loss)$3,380 $(19,977)$(85,904)$(62,965)$37,118 $36,297 
Interest expense, net39,194 42,838 41,744 38,340 34,753 34,907 
Income tax expense (benefit)407 402 18,417 (1,312)(751)(530)
Depreciation and amortization40,326 42,014 42,059 42,450 43,810 44,530 
Gain on sale of real estate(201)(49,877)— (22)(220)(5,648)
Impairment of real estate investments, net (3)— 22,832 11,561 36,255 — 23,639 
Costs associated with loan refinancing or payoff241 812 — 820 — 43 
Allocated share of joint venture depreciation354 361 369 378 383 551 
Allocated share of joint venture interest expense789 872 741 736 735 735 
Impairment charges on joint ventures— — — 3,247 — — 
EBITDAre$84,490 $40,277 $28,987 $57,927 $115,828 $134,524 
Gain on insurance recovery (1)(30)(809)— — — — 
Severance expense— 2,868 — — — 423 
Transaction costs548 814 2,776 771 1,075 5,784 
Credit loss (benefit) expense(2,762)20,312 5,707 3,484 1,192 — 
Accounts receivable write-offs from prior periods (2)— 4,301 13,533 — — — 
Straight-line receivable write-offs from prior periods (2)— 870 19,927 — 12,532 — 
Impairment of operating lease right-of-use assets (3)— — — 15,009 — — 
Adjusted EBITDAre (for the quarter)$82,246 $68,633 $70,930 $77,191 $130,627 $140,731 
Adjusted EBITDAre (5)Footnote 10Footnote 10Footnote 10Footnote 10$522,508 $562,924 
ANNUALIZED ADJUSTED EBITDAre (4):
Adjusted EBITDAre (for the quarter)Footnote 10Footnote 10Footnote 10Footnote 10$130,627 $140,731 
Corporate/unallocated and other NOI(145)403 
In-service and disposition adjustments (6)1,351 (4,580)
Percentage rent/participation adjustments (7)979 (2,947)
Non-recurring adjustments (8)3,999 1,170 
Annualized Adjusted EBITDAre (for the quarter)$136,811 $134,777 
Annualized Adjusted EBITDAre (9)$547,244 $539,108 
See footnotes on following page.
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(1) Included in other income in the consolidated statements of (loss) income in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Income from settlement of foreign currency swap contracts$52 $110 $154 $408 $368 $252 
Gain on insurance recovery30 809 — — — — 
Operating income from operated properties295 45 16 7,201 7,996 
Miscellaneous income301 12 — 138 
Other income$678 $968 $182 $416 $7,573 $8,386 
(2) Included in rental revenue from continuing operations in the consolidated statements of (loss) income in the Company's Annual Reports on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Reconciliation is as follows:
1ST QUARTER 20214TH QUARTER 20203RD QUARTER 20202ND QUARTER 20201ST QUARTER 20204TH QUARTER 2019
Minimum rent$94,190 $79,342 $83,230 $89,589 $138,219 $139,529 
Accounts receivable write-offs from prior periods— (4,301)(13,533)— — — 
Tenant reimbursements4,822 4,831 2,413 4,169 3,698 5,790 
Percentage rent2,030 3,040 1,303 1,454 2,757 6,428 
Straight-line rental revenue1,289 1,768 1,958 2,229 2,824 2,926 
Straight-line write-offs from prior periods— (870)(19,927)— (12,532)— 
Other rental revenue283 201 147 90 77 92 
Rental revenue$102,614 $84,011 $55,591 $97,531 $135,043 $154,765 
(3) Impairment charges recognized during the three months ended June 30, 2020 totaled $51.3 million, which was comprised of $36.3 million of impairments of real estate investments and $15.0 million of impairments of operating lease right-of-use assets.
(4) See pages 22 through 24 for definitions.
(5) Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
(6) Adjustments for properties commencing or terminating GAAP net operating income during the quarter and adjustments to revenue from mortgage notes receivable to be consistent with end of quarter balance, for continuing properties only.
(7) To adjust percentage rents and participating interest income from the actual latest quarterly amount to the trailing twelve month amount divided by four.
(8) Non-recurring adjustments relate to properties under operating agreements with third parties, as applicable, and COVID-19 related adjustments.
(9) Annualized Adjusted EBITDAre for the quarter is multiplied by four to calculate an annual amount.
(10) Not presented as this metric is not meaningful given the continuing disruption caused by the COVID-19 pandemic and the associated accounting for tenant rent deferrals and other lease modifications.
Amounts above include the impact of discontinued operations, which are separately classified in the consolidated statements of (loss) income.
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