UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-13561
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| Registrant’s telephone number, including area code: | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At May 7, 2025, there were 76,068,501 common shares outstanding.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our capital resources and liquidity, our expected pursuit of growth opportunities, our expected cash flows, the performance of our customers, our expected cash collections and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of actual events. There is no assurance that the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions in this Quarterly Report on Form 10-Q.
Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:
•Global economic uncertainty, disruptions in financial markets, and challenging economic conditions, including but not limited to those associated with global trade disruptions;
•Risks associated with the future outbreak of any highly infectious or contagious diseases, such as the COVID-19 pandemic;
•The impact of inflation on our customers and our results of operations;
•Reduction in discretionary spending by consumers;
•Covenants in our debt instruments that limit our ability to take certain actions;
•Adverse changes in our credit ratings;
•Elevated interest rates;
•Defaults in the performance of lease terms by our tenants;
•Defaults by our customers and counterparties on their obligations owed to us;
•A borrower's bankruptcy or default;
•Risks associated with sales or divestitures of properties;
•Our ability to renew maturing leases on terms comparable to prior leases and/or our ability to locate substitute lessees for these properties on economically favorable terms or at all;
•Risks of operating in the experiential real estate industry (including the impact of labor strikes on the production, supply or theatrical release of motion pictures to our theatre tenants);
•Our ability to compete effectively;
•Risks associated with three tenants representing a substantial portion of our lease revenues;
•The ability of our build-to-suit tenants to achieve sufficient operating results within expected time-frames and therefore have capacity to pay their agreed-upon rent;
•Risks associated with our dependence on third-party managers to operate certain of our properties;
•Risks associated with our level of indebtedness;
•Risks associated with use of leverage to acquire properties;
•Financing arrangements that require lump-sum payments;
•Our ability to raise capital;
•The concentration of our investment portfolio;
•Our continued qualification as a real estate investment trust for U.S. federal income tax purposes and related tax matters;
•The ability of our subsidiaries to satisfy their obligations;
•Financing arrangements that expose us to funding and completion risks;
•Our reliance on a limited number of associates, the loss of which could harm operations;
•Risks associated with the employment of personnel by managers of certain of our properties;
•Risks associated with the gaming industry;
•Risks associated with gaming and other regulatory authorities;
•Delays or prohibitions of transfers of gaming properties due to required regulatory approvals;
•Risks associated with security breaches and other disruptions;
•Changes in accounting standards that may adversely affect our financial statements;
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•Fluctuations in the value of real estate income and investments;
•Risks relating to real estate ownership, leasing and development, including local conditions such as an oversupply of space or a reduction in demand for real estate in the area, competition from other available space, whether tenants and users such as customers of our tenants consider a property attractive, changes in real estate taxes and other expenses, changes in market rental rates, the timing and costs associated with property improvements and rentals, changes in taxation or zoning laws or other governmental regulation, whether we are able to pass some or all of any increased operating costs through to tenants or other customers, and how well we manage our properties;
•Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
•Risks involved in joint ventures;
•Risks in leasing multi-tenant properties;
•Risks associated with litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our shares;
•A failure to comply with the Americans with Disabilities Act or other laws;
•Risks of environmental liability;
•Risks associated with the relatively illiquid nature of our real estate investments;
•Risks associated with owning assets in foreign countries;
•Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by weather conditions, climate change and natural disasters;
•Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
•Our ability to pay dividends in cash or at current rates;
•Risks associated with the impact of inflation or market interest rates on the value of our shares;
•Fluctuations in the market prices for our shares;
•Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
•Policy changes obtained without the approval of our shareholders;
•Equity issuances that could dilute the value of our shares;
•Future offerings of debt or equity securities, which may rank senior to our common shares;
•Risks associated with changes in foreign exchange rates; and
•Changes in laws and regulations, including tax laws and regulations.
Our 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 Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report") filed with the Securities and Exchange Commission ("SEC") on February 27, 2025, as supplemented by Part II, Item 1A - "Risk Factors" in this Quarterly Report 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 of this Quarterly Report on Form 10-Q 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 of this Quarterly Report on Form 10-Q.
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TABLE OF CONTENTS
| Page | ||||||||||||||
| Item 1. | Financial Statements | |||||||||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||||||||
| Item 4. | Controls and Procedures | |||||||||||||
| Item 1. | Legal Proceedings | |||||||||||||
| Item 1A. | Risk Factors | |||||||||||||
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | |||||||||||||
| Item 3. | Defaults Upon Senior Securities | |||||||||||||
| Item 4. | Mine Safety Disclosures | |||||||||||||
| Item 5. | Other Information | |||||||||||||
| Item 6. | Exhibits | |||||||||||||
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EPR PROPERTIES
Consolidated Balance Sheets
(Dollars in thousands except share data)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
Real estate investments, net of accumulated depreciation of $ | $ | $ | |||||||||
| Land held for development | |||||||||||
| Property under development | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Mortgage notes and related accrued interest receivable, net of allowance for credit losses of $ | |||||||||||
| Investment in joint ventures | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Accounts receivable | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Common dividends payable | |||||||||||
| Preferred dividends payable | |||||||||||
| Unearned rents and interest | |||||||||||
| Debt | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
Common Shares, $ | |||||||||||
Preferred Shares, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
Treasury shares at cost: | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Distributions in excess of net income | ( | ( | |||||||||
| Total equity | $ | $ | |||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
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EPR PROPERTIES
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(Dollars in thousands except per share data)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Rental revenue | $ | $ | |||||||||
| Other income | |||||||||||
| Mortgage and other financing income | |||||||||||
| Total revenue | |||||||||||
| Property operating expense | |||||||||||
| Other expense | |||||||||||
| General and administrative expense | |||||||||||
| Retirement and severance expense | |||||||||||
| Transaction costs | |||||||||||
| Provision (benefit) for credit losses, net | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Total operating expenses | |||||||||||
| Gain on sale of real estate | |||||||||||
| Income from operations | |||||||||||
| Interest expense, net | |||||||||||
| Equity in loss from joint ventures | |||||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | |||||||||||
| Preferred dividend requirements | |||||||||||
| Net income available to common shareholders of EPR Properties | $ | $ | |||||||||
| Net income available to common shareholders of EPR Properties per share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Shares used for computation (in thousands): | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Other comprehensive income: | |||||||||||
| Net income | $ | $ | |||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Unrealized gain on derivatives, net | |||||||||||
| Comprehensive income attributable to EPR Properties | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
2
EPR PROPERTIES
Consolidated Statements of Changes in Equity
(Unaudited)
(Dollars in thousands except per share data)
| EPR Properties Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Distributions in excess of net income | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par | Shares | Par | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of nonvested shares and performance share units | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common shares for vesting | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation included in retirement and severance expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on derivatives, net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend equivalents accrued on performance share units | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
| Restricted share units issued to Trustees | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of nonvested shares and performance share units | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common shares for vesting | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Change in unrealized gain on derivatives, net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of common shares | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Convertible Preferred shares to common shares | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock option exercises, net | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend equivalents accrued on performance share units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends to common shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series C preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series E preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends to Series G preferred shareholders ($ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
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EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Gain on sale of real estate | ( | ( | |||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Equity in loss from joint ventures | |||||||||||
| Distributions from joint ventures | |||||||||||
| Provision (benefit) for credit losses, net | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Amortization of above/below market leases and tenant allowances, net | ( | ( | |||||||||
| Share-based compensation expense to management and Trustees | |||||||||||
| Share-based compensation expense included in retirement and severance expense | |||||||||||
| Change in assets and liabilities: | |||||||||||
| Operating lease assets and liabilities | ( | ( | |||||||||
| Mortgage notes accrued interest receivable | ( | ( | |||||||||
| Accounts receivable | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Unearned rents and interest | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Acquisition of and investments in real estate and other assets | ( | ( | |||||||||
| Proceeds from sale of real estate | |||||||||||
| Investment in mortgage notes receivable | ( | ( | |||||||||
| Proceeds from mortgage notes receivable paydowns | |||||||||||
| Proceeds from note receivable paydowns | |||||||||||
| Additions to properties under development | ( | ( | |||||||||
| Net cash provided (used) by investing activities | ( | ||||||||||
| Financing activities: | |||||||||||
| Proceeds from long-term debt facilities | |||||||||||
| Principal payments on debt | ( | ||||||||||
| Deferred financing fees paid | ( | ( | |||||||||
| Net proceeds from issuance of common shares | |||||||||||
| Purchase of common shares for treasury for vesting | ( | ( | |||||||||
| Dividends paid to shareholders | ( | ( | |||||||||
| Net cash used by financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ( | |||||||||
| Net change in cash and cash equivalents and restricted cash | ( | ( | |||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplemental information continued on next page. | |||||||||||
4
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| Continued from previous page | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reconciliation of cash and cash equivalents and restricted cash: | |||||||||||
| Cash and cash equivalents at beginning of the period | $ | $ | |||||||||
| Restricted cash at beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | $ | $ | |||||||||
| Cash and cash equivalents at end of the period | $ | $ | |||||||||
| Restricted cash at end of the period | |||||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplemental schedule of non-cash activity: | |||||||||||
| Transfer of property under development to real estate investments | $ | $ | |||||||||
| Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash paid during the period for income taxes | $ | $ | |||||||||
| Interest cost capitalized | $ | $ | |||||||||
| Change in accrued capital expenditures | $ | ( | $ | ( | |||||||
See accompanying notes to consolidated financial statements.
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EPR PROPERTIES
Notes to Consolidated Financial Statements (Unaudited)
1. Organization
Description of Business
EPR Properties (the Company) was formed on August 22, 1997 as a Maryland real estate investment trust (REIT), and an initial public offering of the Company's common shares of beneficial interest (common shares) was completed on November 18, 1997. Since that time, the Company has been a leading diversified experiential net lease REIT specializing in select enduring experiential properties. The Company's underwriting is centered on key industry and property cash flow criteria, as well as the credit metrics of the Company's tenants and customers. The Company’s properties are located in the United States (U.S.) and Canada.
2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. In addition, operating results for the three-month period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Amounts as of December 31, 2024 have been derived from the audited Consolidated Financial Statements as of that date and should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on February 27, 2025.
The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The equity method of accounting is applied to joint ventures and other similar entities in which the Company is not the primary beneficiary as defined in the FASB ASC Topic on Consolidation (Topic 810) but can exercise influence over the entity with respect to its operations and major decisions.
Deferred Financing Costs
Rental Revenue
The Company leases real estate to its tenants under leases classified as operating leases. The Company's leases generally provide for rent escalations throughout the lease terms. Rents that are fixed are recognized on a straight-line basis over the lease term. Base rent escalations that include a variable component are recognized upon the
6
occurrence of the specified event as defined in the Company's lease agreements. Many of the Company's leasing arrangements include options to extend the lease, which are not included in the minimum lease terms unless the option is reasonably certain to be exercised. Straight-line rental revenue is subject to an evaluation for collectability, and the Company records a direct write-off against rental revenue if collectability of these future rents is not probable. There were no 3.4 million and $3.7 million, respectively, of straight-line rental revenue.
Most of the Company’s lease contracts are triple-net leases, which require the tenants to make payments to third parties for lessor costs (such as property taxes and insurance) associated with the properties. In accordance with Topic 842, the Company does not include these lessee payments to third parties in rental revenue or property operating expenses. In certain situations, the Company pays these lessor costs directly to third parties and the tenants reimburse the Company. In accordance with Topic 842, these payments are presented on a gross basis in rental revenue and property operating expense. During the three months ended March 31, 2025 and 2024, the Company recognized $0.7 million and $0.4 million, respectively, in tenant reimbursements related to the gross-up of these reimbursed expenses that are included in rental revenue.
Certain of the Company's leases, particularly at its entertainment districts, require the tenants to make payments to the Company for property-related expenses such as common area maintenance. In accordance with Topic 842, the Company has elected to combine these non-lease components with the lease components in rental revenue. For both the three months ended March 31, 2025 and 2024, the amounts due for non-lease components included in rental revenue was $4.7
In addition, most of the Company's tenants are subject to additional rents (above base rents) if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents are recognized at the time when specified triggering events occur as provided by the lease agreement. Rental revenue included percentage rents of $3.3 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively.
The Company regularly evaluates the collectability of its receivables on a lease-by-lease basis. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of the Company's tenants, projected performance of the tenant, historical trends of the tenant, current economic conditions and changes in customer payment terms. When the collectability of lease receivables or future lease payments are no longer probable, the Company records a direct write-off of the receivable to rental revenue and recognizes future rental revenue on a cash basis.
Mortgage Notes and Other Notes Receivable
Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower less allowance for credit loss. Interest income is recognized using the effective interest method over the estimated life of the note. Interest income includes both the stated interest and the amortization or accretion of premiums or discounts (if any).
The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables related to its mortgage notes and notes receivable. Accordingly, if accrued interest receivable is deemed to be uncollectible, the Company will record any necessary write-offs as a reversal of interest income. There were no
In the event the Company has a past due mortgage note or note receivable that the Company determines is collateral-dependent, the Company measures expected credit losses based on the fair value of the collateral with the credit allowance being the difference between the outstanding principal balance of the notes and the estimated fair value. As of March 31, 2025, the Company does not have any mortgage notes or notes receivable with past due principal
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balances. See Note 5 for further discussion of mortgage notes and notes receivable for which the Company elected to apply the collateral-dependent practical expedient.
Mortgage and Other Financing Income
Concentrations of Risk
Topgolf USA (Topgolf), American-Multi Cinema, Inc. (AMC) and Regal Cinemas (Regal), a subsidiary of Cineworld Group, represented a significant portion of the Company's total revenue for the three months ended March 31, 2025 and 2024. The following is a summary of the Company's total revenue derived from rental or interest payments from Topgolf, AMC and Regal (dollars in thousands):
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Total Revenue | % of Company's Total Revenue | Total Revenue | % of Company's Total Revenue | ||||||||||||||
| Topgolf | $ | % | $ | % | |||||||||||||
| AMC | % | % | |||||||||||||||
| Regal | % | % | |||||||||||||||
Impact of Recently Issued Accounting Standards
In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU enhances annual income tax disclosures by requiring entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the ASU requires annual disclosure of income taxes paid disaggregated by jurisdiction. The guidance became effective for fiscal year beginning after December 15, 2024 on a prospective basis. The Company will include such disclosure in its Annual Report on Form10-K for the year ended December 31, 2025.
3. Real Estate Investments
The following table summarizes the carrying amounts of real estate investments as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Buildings and improvements | $ | $ | |||||||||
| Furniture, fixtures & equipment | |||||||||||
| Land | |||||||||||
| Leasehold interests | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total | $ | $ | |||||||||
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Depreciation expense on real estate investments was $40.1 million and $39.5 million for the three months ended March 31, 2025 and 2024, respectively.
4. Investments and Dispositions
The Company's investment spending during the three months ended March 31, 2025 totaled $37.7 million, and included $14.3 million for the acquisition of an attraction property in New Jersey. Investment spending for the three months ended March 31, 2025 also included experiential build-to-suit development and redevelopment projects.
During the three months ended March 31, 2025, the Company completed the sale of one vacant theatre property, two operating theatre properties, one vacant early childhood education center and 10 leased early childhood education centers for net proceeds totaling $70.8 million and recognized a net gain on sale totaling $9.4 million.
5. Investment in Mortgage Notes and Notes Receivable
The Company measures expected credit losses on its mortgage notes and notes receivable on an individual basis because its financial instruments do not have similar risk characteristics. The Company uses a forward-looking commercial real estate loss forecasting tool to estimate its current expected credit losses (CECL) for each of its mortgage notes and notes receivable on a loan-by-loan basis. As of March 31, 2025, the Company did not anticipate any prepayments. Therefore, the contractual terms of its mortgage notes and notes receivable were used for the calculation of the expected credit losses. The Company updates the model inputs at each reporting period to reflect, if applicable, any newly originated loans, changes to specific loan information on existing loans and current macroeconomic conditions. The CECL allowance is a valuation account that is deducted from the related mortgage note or note receivable.
Certain of the Company’s mortgage notes and notes receivable include commitments to fund future incremental amounts to its borrowers. These future funding commitments are also subject to the CECL model. The CECL allowance related to future funding is recorded as a liability and is included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.
Investment in mortgage notes, including related accrued interest receivable, was $659.0 million and $665.8 million at March 31, 2025 and December 31, 2024, respectively. Investment in notes receivable, including related accrued interest receivable, was $3.2 million and $3.3 million at March 31, 2025 and December 31, 2024, respectively, and is included in "Other assets" in the accompanying consolidated balance sheets.
During the three months ended March 31, 2025, the Company received $8.1 million in net proceeds representing prepayment in full on two mortgage note receivables that were secured by two early childhood education center properties in Florida.
During the year ended December 31, 2024, the Company made the decision to exit its unconsolidated equity investment in an operating RV property located in Breaux Bridge, Louisiana. The Company had previously provided an $11.3 million subordinated mortgage note receivable to the unconsolidated real estate joint venture holding the property. During the year ended December 31, 2024, the Company recorded an allowance for credit loss totaling $10.3 million for this mortgage note receivable. On February 4, 2025, the Company received $1.0 million in exchange for the sale of its remaining subordinated mortgage note receivable and accordingly reduced the allowance for credit loss by the $10.3 million of principal that was forgiven. Additionally, during the three months ended March 31, 2025, the Company wrote-off $1.9 million of principal for a note receivable that was fully reserved.
At March 31, 2025, one of the Company's mortgage notes receivable and one of the Company's notes receivable are considered collateral-dependent and expected credit losses are based on the fair value of the underlying collateral with the credit allowance being the difference between the outstanding principal balance of the notes and the estimated fair value at the reporting date. The Company assessed the fair value of the collateral as of March 31, 2025 on the mortgage note receivable and the note receivable. The mortgage note receivable has a carrying amount at March 31, 2025 of approximately $10.4 million net of an allowance for credit loss totaling $0.4 million. The one
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note receivable remains fully reserved with an allowance for credit loss totaling $6.9 million, which represents the outstanding principal balance of the note as of March 31, 2025. Income from these borrowers is recognized on a cash basis. During the three months ended March 31, 2025 and 2024, the Company received cash basis interest payments of $0.3 million and $0.2 million, respectively, from the mortgage note receivable borrower.
At March 31, 2025, the Company's investment in one of the notes receivable was a variable interest investment and the underlying entity is a VIE. The Company is not the primary beneficiary of this VIE because the Company does not individually have the power to direct the activities that are most significant to the entity and, accordingly, this investment is not consolidated. The Company's maximum exposure to loss associated with this VIE is limited to the Company's outstanding note receivable in the amount of $6.9 million, which is fully reserved in the allowance for credit losses at March 31, 2025.
The following summarizes the activity within the allowance for credit losses related to mortgage notes, unfunded commitments and notes receivable for the three months ended March 31, 2025 (in thousands):
| Mortgage notes receivable | Unfunded commitments - mortgage notes receivable | Notes receivable | Unfunded commitments - notes receivable | Total | |||||||||||||
| Allowance for credit losses at December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||
| Provision (benefit) for credit losses, net | ( | ( | ( | ( | |||||||||||||
| Charge-offs | ( | ( | ( | ||||||||||||||
| Recoveries | |||||||||||||||||
Allowance for credit losses at March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||
6. Accounts Receivable
The following table summarizes the carrying amounts of accounts receivable as of March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Receivable from tenants | $ | $ | |||||||||
| Receivable from non-tenants (1) | |||||||||||
| Straight-line rent receivable | |||||||||||
| Total | $ | $ | |||||||||
(1) Receivable from non-tenants includes a payment of $5.9 million made to the City of Kansas City, Missouri under protest related to an assessment of tax years ending December 31, 2018 through 2022. The City has denied the Company’s necessary deduction for dividends paid for each of these years resulting in assessment of additional tax, penalties and interest. The Company filed a lawsuit and demanded a refund of the $5.9 million payment during the year ended December 31, 2024. The Company and the City have reached an agreement regarding the apportionment of taxes in future periods, which is favorable to the Company. Although there can be no assurances, based on the Company's position in the lawsuit, the Company believes that it is more likely than not that the payment will be refunded.
7. Capital Markets and Dividends
During the three months ended March 31, 2025, the Company declared cash dividends totaling $0.865 per common share. Additionally, during the three months ended March 31, 2025, the Company declared cash dividends of $0.359375 5.75 % Series C cumulative convertible preferred shares and the Company's 5.75 % Series G cumulative redeemable preferred shares, and cash dividends of $0.5625 per share, on the Company's 9.00 % Series E cumulative convertible preferred shares.
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8. Derivative Instruments
All derivatives are recognized at fair value in the consolidated balance sheets within the line items "Other assets" and "Accounts payable and accrued liabilities" as applicable. The Company has elected not to offset its derivative position for purposes of balance sheet presentation and disclosure. The Company had derivative assets of $2.0 million and $2.2 million at March 31, 2025 and December 31, 2024, respectively. The Company had no derivative liabilities at March 31, 2025 and had derivative liabilities of $0.03 million at December 31, 2024. The Company has not posted or received collateral with its derivative counterparties as of March 31, 2025 or December 31, 2024. See Note 9 for disclosures relating to the fair value of the derivative instruments.
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions, including the effect of changes in foreign currency exchange rates on foreign currency transactions and interest rates on its SOFR-based borrowings. The Company manages this risk by following established risk management policies and procedures including the use of derivatives. The Company’s objective in using derivatives is to add stability to reported earnings and to manage its exposure to foreign exchange and interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps, cross-currency swaps and foreign currency forwards.
Cash Flow Hedges of Interest Rate Risk
The Company uses interest rate swaps as its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt or payment of variable-rate amounts from a counterparty, which results in the Company recording net interest expense that is fixed over the life of the agreements without exchange of the underlying notional amount.
At March 31, 2025, the Company had one interest rate swap agreement designated as a cash flow hedge of interest rate risk. The interest rate swap agreement outstanding as of March 31, 2025 is summarized below:
| Fixed rate | Notional Amount (in millions) | Index | Maturity | |||||||||||||||||
| $ | USD SOFR | September 30, 2026 | ||||||||||||||||||
The change in the fair value of interest rate derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (AOCI) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.
Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of March 31, 2025, the Company estimates that during the twelve months ending March 31, 2026, $10 thousand of gains will be reclassified from AOCI to interest expense.
Cash Flow Hedges of Foreign Exchange Risk
The Company is exposed to foreign currency exchange risk against its functional currency, USD, on CAD denominated cash flow from its six Canadian properties. The Company uses cross-currency swaps to mitigate its exposure to fluctuations in the USD-CAD exchange rate on cash inflows associated with these properties, which should hedge a significant portion of the Company's expected CAD denominated cash flows. As of March 31, 2025, the Company had the following cross-currency swaps:
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| Fixed rate | Notional Amount (in millions, CAD) | Annual Cash Flow (in millions, CAD) | Maturity | |||||||||||||||||
$ | $ | $ | December 1, 2026 | |||||||||||||||||
$ | December 1, 2026 | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
The change in the fair value of foreign currency derivatives designated and that qualify as cash flow hedges of foreign exchange risk is recorded in AOCI and reclassified into earnings in the period that the hedged forecasted transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction. As of March 31, 2025, the Company estimates that during the twelve months ending March 31, 2026, $0.8 million of gains will be reclassified from AOCI to other income.
Net Investment Hedges
The Company is exposed to fluctuations in the USD-CAD exchange rate on its net investments in Canada. As such, the Company uses currency forward agreements to manage its exposure to changes in foreign exchange rates on certain of its foreign net investments. As of March 31, 2025, the Company had the following foreign currency forwards designated as net investment hedges:
| Fixed rate | Notional Amount (in millions, CAD) | Maturity | ||||||||||||
$ | $ | December 1, 2026 | ||||||||||||
$ | December 1, 2026 | |||||||||||||
| Total | $ | |||||||||||||
For qualifying foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives is reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company's accounting policy election.
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Below is a summary of the effect of derivative instruments on the consolidated statements of changes in equity and income for the three months ended March 31, 2025 and 2024.
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Comprehensive Income for the Three Months Ended March 31, 2025 and 2024 (Dollars in thousands)
| Three Months Ended March 31, | ||||||||
| Description | 2025 | 2024 | ||||||
| Cash Flow Hedges | ||||||||
| Interest Rate Swaps | ||||||||
| Amount of Gain Recognized in AOCI on Derivative | $ | $ | ||||||
| Amount of Income Reclassified from AOCI into Earnings (1) | ||||||||
| Cross-Currency Swaps | ||||||||
| Amount of Gain Recognized in AOCI on Derivative | ||||||||
| Amount of Income Reclassified from AOCI into Earnings (2) | ||||||||
| Net Investment Hedges | ||||||||
| Currency Forward Agreements | ||||||||
| Amount of Gain Recognized in AOCI on Derivative | ||||||||
| Total | ||||||||
| Amount of Gain Recognized in AOCI on Derivatives | $ | $ | ||||||
| Amount of Income Reclassified from AOCI into Earnings | ||||||||
| Interest expense, net in accompanying consolidated statements of income and comprehensive income | $ | $ | ||||||
| Other income in accompanying consolidated statements of income and comprehensive income | $ | $ | ||||||
(1) Included in "Interest expense, net" in the accompanying consolidated statements of income and comprehensive income for the three months ended March 31, 2025 and 2024.
(2) Included in "Other income" in the accompanying consolidated statements of income and comprehensive income for the three months ended March 31, 2025 and 2024.
Credit-risk-related Contingent Features
The Company has an agreement with its interest rate derivative counterparty that contains a provision where, if the Company defaults on any of its obligations for borrowed money or credit in an amount exceeding $50.0 million and such default is not waived or cured within a specified period of time, including default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its interest rate derivative agreements.
As of March 31, 2025, the Company had no derivatives in a liability position related to these agreements. As of March 31, 2025, the Company had not posted any collateral related to these agreements and was not in breach of any provisions in these agreements.
9. Fair Value Disclosures
The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurement guidance. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
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Derivative Financial Instruments
The Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives also use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2025, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives and therefore, classified its derivatives as Level 2 within the fair value reporting hierarchy.
The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at
March 31, 2025 and December 31, 2024
(Dollars in thousands)
| Description | Quoted Prices in Active Markets for Identical Assets (Level I) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Balance at end of period | ||||||||||||||||||||||
| March 31, 2025 | ||||||||||||||||||||||||||
| Cross-Currency Swaps (1) | $ | — | $ | $ | — | $ | ||||||||||||||||||||
| Currency Forward Agreements (1) | — | — | ||||||||||||||||||||||||
| Interest Rate Swap Agreements (1) | — | — | ||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Cross-Currency Swaps (1) | $ | — | $ | $ | — | $ | ||||||||||||||||||||
| Currency Forward Agreements (2) | — | ( | — | ( | ||||||||||||||||||||||
| Interest Rate Swap Agreements (1) | — | — | ||||||||||||||||||||||||
(1) Included in "Other assets" in the accompanying consolidated balance sheets.
(2) Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets.
Fair Value of Financial Instruments
The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at March 31, 2025 and December 31, 2024:
Mortgage notes receivable and related accrued interest receivable, net:
The fair value of the Company’s mortgage notes and related accrued interest receivable, net, is estimated by discounting the future cash flows of each instrument using current market rates. At March 31, 2025, the Company had a carrying value of $659.0 million in fixed-rate mortgage notes receivable outstanding, including related accrued interest and allowance for credit losses, with a weighted average interest rate of approximately 8.91 %. The fixed-rate mortgage notes bear interest at rates of 7.15 % to 12.50 %. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.35 % to 11.00 %, management estimates the fair value of the fixed-rate mortgage notes receivable to be approximately $698.6 million with an estimated weighted average market rate of 8.09 % at March 31, 2025.
At December 31, 2024, the Company had a carrying value of $665.8 million in fixed-rate mortgage notes receivable outstanding, including related accrued interest and allowance for credit losses, with a weighted average interest rate of approximately 8.88 %. The fixed-rate mortgage notes bear interest at rates of 7.15 % to 12.50 %. Discounting the future cash flows for fixed-rate mortgage notes receivable using estimated market rates of 7.45 % to 10.00 %, management estimates the fair value of the fixed-rate mortgage notes receivable to be $701.7 million with an estimated weighted average market rate of 8.08 % at December 31, 2024.
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Derivative instruments:
Derivative instruments are carried at their fair value.
Debt instruments:
The fair value of the Company's debt is estimated by discounting the future cash flows of each instrument using current market rates. At March 31, 2025, the Company had a carrying value of $130.0 million in variable-rate debt outstanding with an average interest rate of approximately 5.26 %. The carrying value of the variable-rate debt outstanding approximated the fair value at March 31, 2025.
At December 31, 2024, the Company had a carrying value of $200.0 million in variable-rate debt outstanding with an interest rate of approximately 5.34 %. The carrying value of the variable-rate debt outstanding approximated the fair value at December 31, 2024.
At both March 31, 2025 and December 31, 2024, $25.0
At March 31, 2025, the Company had a carrying value of $2.68 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.34 %. Discounting the future cash flows for fixed-rate debt using March 31, 2025 market rates of 5.04 % to 5.56 %, management estimates the fair value of the fixed rate debt to be approximately $2.59 billion with an estimated weighted average market rate of 5.25 % at March 31, 2025.
At December 31, 2024, the Company had a carrying value of $2.68 billion in fixed-rate long-term debt outstanding with a weighted average interest rate of approximately 4.34 %. Discounting the future cash flows for fixed-rate debt using December 31, 2024 market rates of 5.22 % to 5.83 %, management estimates the fair value of the fixed rate debt to be approximately $2.57 billion with an estimated weighted average market rate of 5.53 % at December 31, 2024.
10. Earnings Per Share
The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three months ended March 31, 2025 and 2024 (amounts in thousands except per share information):
| Three Months Ended March 31, 2025 | |||||||||||||||||
| Income (numerator) | Shares (denominator) | Per Share Amount | |||||||||||||||
| Basic EPS: | |||||||||||||||||
| Net income | $ | ||||||||||||||||
| Less: preferred dividend requirements | ( | ||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||
| Diluted EPS: | |||||||||||||||||
| Net income available to common shareholders | $ | ||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Share options and performance share units | — | ||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||
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| Three Months Ended March 31, 2024 | |||||||||||||||||
| Income (numerator) | Shares (denominator) | Per Share Amount | |||||||||||||||
| Basic EPS: | |||||||||||||||||
| Net income | $ | ||||||||||||||||
| Less: preferred dividend requirements | ( | ||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||
| Diluted EPS: | |||||||||||||||||
| Net income available to common shareholders | $ | ||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Share options and performance share units | — | ||||||||||||||||
| Net income available to common shareholders | $ | $ | |||||||||||||||
The effect of the potential common shares from the conversion of the Company’s convertible preferred shares and from the exercise of share options are included in diluted earnings per share if the effect is dilutive. Potential common shares from the performance share units are included in diluted earnings per share upon the satisfaction of certain performance and market conditions. These conditions are evaluated at each reporting period and, if the conditions have been satisfied during the reporting period, the number of contingently issuable shares are included in the computation of diluted earnings per share.
The following shares have been excluded from the calculation of diluted earnings per share because they are anti-dilutive, or in the case of contingently issuable performance share units, are not probable of issuance:
•The additional 2.3 5.75
•The additional 1.7 9.0
•Outstanding options to purchase 11 56.94 to $76.63 for the three months ended March 31, 2025.
•Outstanding options to purchase 57 44.44 76.63
11. Equity Incentive Plans
The Company issues equity awards under the 2016 Equity Incentive Plan, which may be in the form of share options, share appreciation rights, restricted common shares, restricted share units, performance shares, performance share units, bonus shares, deferred shares or other share-based awards. At March 31, 2025, there were 354,667 shares available for issuance under the 2016 Equity Incentive Plan. Subsequent to March 31, 2025, the Company amended the 2016 Equity Incentive Plan by shareholder vote on May 6, 2025 to increase the maximum number of authorized shares issuable under the plan from 3,950,000 shares to 5,950,000 shares, immediately following which 2,354,667 shares remained available for issuance under the plan.
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Nonvested Shares
A summary of the Company’s nonvested share activity and related information is as follows:
| Number of shares | Weighted avg. grant date fair value | Weighted avg. life remaining | |||||||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested | ( | ||||||||||||||||
| Outstanding at March 31, 2025 | $ | ||||||||||||||||
The holders of nonvested shares have voting rights and receive dividends from the date of grant. The fair value of the nonvested shares that vested was $11.8 million and $13.7 million for the three months ended March 31, 2025 and 2024, respectively. Expense recognized related to nonvested shares and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $1.9 million and $1.8 million for the three months ended March 31, 2025 and 2024, respectively. Expense related to nonvested shares and included in retirement and severance expense in the accompanying consolidated statements of income and comprehensive income was $0.7 million for the three months ended March 31, 2024. At March 31, 2025, unamortized share-based compensation expense related to nonvested shares was $16.9 million.
Nonvested Performance Share Units
A summary of the Company's nonvested performance share unit activity and related information is as follows:
| Target Number of Performance Share Units | Weighted avg. grant date fair value (1) | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested (2) | ( | ||||||||||
Outstanding at March 31, 2025 | $ | ||||||||||
(1) The grant date fair value was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of the Company's future stock price over the three-year performance period for performance share units based on the Company's Total Shareholder Return (TSR) performance further described below and (ii) the Company's grant date fair value for performance share units based on the Company's estimated Compounded Annual Growth Rate (CAGR) in AFFO per share over the three-year performance period.
(2) The achievement of the performance conditions for the performance share units granted during the year ended December 31, 2022 resulted in a performance payout percentage of 200 % for both the Company's TSR relative to the TSRs of the Company's peer group companies and the Company's TSR relative to the TSRs of companies in the MSCI US REIT Index and a payout percentage of 200 % for the Company's CAGR in AFFO per share over the three-year performance period. The achievement of the performance conditions and the above payout percentages resulted in the issuance of 197,220 common shares and 51,612 common shares from dividend equivalents. The fair value of the performance share units and dividend equivalents that vested was $12.3 million.
The number of common shares issuable upon settlement of the performance share units granted during the three months ended March 31, 2025, 2024 and 2023 will be based upon the Company's achievement level relative to performance measures at December 31, 2027, 2026 and 2025, respectively. The performance share units accrue dividend equivalents that are paid as additional common shares based on the Company's achievement levels and upon settlement of the performance share units. The Company's achievement level relative to the performance measures is assigned a specific payout percentage, which is multiplied by a target number of performance share units.
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| Granted during the years ended December 31, | TSR vs. Triple-Net Peer Group | TSR vs. MSCI US REIT Index | CAGR in AFFO per share growth | ||||||||
| 2023 | % | % | % | ||||||||
| 2024 | % | % | % | ||||||||
| 2025 | % | % | % | ||||||||
The performance share units based on relative TSR performance have market conditions and are valued using a Monte Carlo simulation model on the grant date, which resulted in a grant date fair value of approximately $6.3 million and $4.1 million for the three months ended March 31, 2025 and 2024, respectively. The estimated fair value is amortized to expense over the three-year performance periods, which end on December 31, 2027, 2026 and 2025 for performance share units granted in 2025, 2024 and 2023, respectively. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the performance share units with a market condition for the three months ended March 31, 2025: risk-free interest rate of 4.2 %, volatility factors in the expected market price of the Company's common shares of 25 % and an expected life of approximately three years .
The performance share units based on growth in AFFO per share have a performance condition. The probability of achieving the performance condition is assessed at each reporting period. If it is deemed probable that the performance condition will be met, compensation cost will be recognized based on the closing price per share of the Company's common stock on the date of the grant multiplied by the number of awards expected to be earned. If it is deemed that it is not probable that the performance condition will be met, the Company will discontinue the recognition of compensation cost and any compensation cost previously recorded will be reversed. At March 31, 2025, achievement of the performance condition was deemed probable for the performance share units granted during the three months ended March 31, 2025 with an expected payout percentage of 119 %, which resulted in a grant date fair value of approximately $1.5 million. Achievement of the performance condition for the performance share units granted during the three months ended March 31, 2024 and 2023 was deemed not probable at March 31, 2025.
Expense recognized related to performance share units and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $1.4 million and $1.5 million for the three months ended March 31, 2025 and 2024, respectively. Expense related to performance share units and included in retirement and severance expense in the accompanying consolidated statements of income and comprehensive income was $0.9 million for the three months ended March 31, 2024. At March 31, 2025, unamortized share-based compensation expense related to nonvested performance share units was $10.7 million.
Restricted Share Units
A summary of the Company’s restricted share unit activity and related information is as follows:
| Number of shares | Weighted avg. grant date fair value | Weighted avg. life remaining | |||||||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested | |||||||||||||||||
| Outstanding at March 31, 2025 | $ | ||||||||||||||||
The holders of restricted share units receive dividend equivalents from the date of grant. Total expense recognized related to shares issued to non-employee Trustees and included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income was $0.5 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, unamortized share-based compensation expense related to restricted share units was $0.3 million.
12. Operating Leases
The Company’s real estate investments are leased under operating leases. In addition to its lessor arrangements on its real estate investments, as of March 31, 2025 and December 31, 2024, the Company was lessee in 51
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ground leases and lessee in one operating lease for its executive office. The Company's tenants, who are generally subtenants under these ground leases, are responsible for paying the rent under these ground leases. As of March 31, 2025, rental revenue from one of the Company's tenants, who is also a subtenant under certain ground leases, is being recognized on a cash basis. In addition, two of the Company's ground leases do not currently have subtenants. In the event the tenant fails to pay the ground lease rent or if the property does not have a subtenant, the Company is primarily responsible for the payment, assuming the Company does not sell or re-tenant the property.
The following table summarizes rental revenue, including sublease arrangements and lease costs, for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended March 31, | |||||||||||||||||
| Classification | 2025 | 2024 | |||||||||||||||
| Lease revenue | |||||||||||||||||
| Operating leases | Rental revenue | $ | $ | ||||||||||||||
| Sublease income - operating ground leases | Rental revenue | ||||||||||||||||
| Lease costs | |||||||||||||||||
| Operating ground lease cost | Property operating expense | $ | $ | ||||||||||||||
| Operating office lease cost | General and administrative expense | ||||||||||||||||
13. Segment Information
The Company groups its investments into two reportable operating segments: Experiential and Education. The Company’s segment structure reflects the financial information and reports used by the Company’s management team, specifically its chief operating decision maker (CODM), to make decisions regarding the Company’s business, including resource allocation and performance assessments. The Company’s CODM is its Chairman, President and Chief Executive Officer. The CODM uses Total Assets and Net Operating Income (NOI) before unallocated items by segment to assess and allocate resources. NOI is calculated as total revenue (consisting of rental revenue, other income and mortgage and other financing income) less property operating expense and other expense.
The financial information summarized below is presented by reportable operating segment (in thousands):
| Balance Sheet Data: | ||||||||||||||
| As of March 31, 2025 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||
| As of December 31, 2024 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||
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| Operating Data: | ||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||
| Other income | ||||||||||||||
Mortgage and other financing income | ||||||||||||||
| Total revenue | ||||||||||||||
Property operating expense | ||||||||||||||
| Other expense | ||||||||||||||
Total investment expenses | ||||||||||||||
| Net operating income - before unallocated items | ( | |||||||||||||
| Reconciliation to Consolidated Statements of Income and Comprehensive Income: | ||||||||||||||
| General and administrative expense | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| (Provision) benefit for credit losses, net | ||||||||||||||
| Depreciation and amortization | ( | |||||||||||||
| Gain on sale of real estate | ||||||||||||||
| Interest expense, net | ( | |||||||||||||
| Equity in loss from joint ventures | ( | |||||||||||||
| Income tax expense | ( | |||||||||||||
| Net income | ||||||||||||||
| Preferred dividend requirements | ( | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | |||||||||||||
| Three Months Ended March 31, 2024 | ||||||||||||||
| Experiential | Education | Corporate/Unallocated | Consolidated | |||||||||||
| Rental revenue | $ | $ | $ | $ | ||||||||||
| Other income | ||||||||||||||
Mortgage and other financing income | ||||||||||||||
| Total revenue | ||||||||||||||
Property operating expense | ||||||||||||||
| Other expense | ||||||||||||||
Total investment expenses | ||||||||||||||
| Net operating income - before unallocated items | ( | |||||||||||||
| Reconciliation to Consolidated Statements of Income and Comprehensive Income: | ||||||||||||||
| General and administrative expense | ( | |||||||||||||
| Retirement and severance expense | ( | |||||||||||||
| Transaction costs | ( | |||||||||||||
| (Provision) benefit for credit losses, net | ( | |||||||||||||
| Depreciation and amortization | ( | |||||||||||||
| Gain on sale of real estate | ||||||||||||||
| Interest expense, net | ( | |||||||||||||
| Equity in loss from joint ventures | ( | |||||||||||||
| Income tax expense | ( | |||||||||||||
| Net income | ||||||||||||||
| Preferred dividend requirements | ( | |||||||||||||
| Net income available to common shareholders of EPR Properties | $ | |||||||||||||
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14. Other Commitments and Contingencies
As of March 31, 2025, the Company had 14 development projects with commitments to fund an aggregate of approximately $142.8 million. The Company advances development costs in periodic draws. If the Company determines that construction is not being completed in accordance with the terms of the development agreement, it can discontinue funding construction draws. The Company has agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
The Company has certain commitments related to its mortgage notes investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of its direct control. As of March 31, 2025, the Company had two mortgage notes with commitments totaling approximately $47.4 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q of EPR Properties (the “Company”, “EPR”, “we” or “us”). The forward-looking statements included in this discussion and elsewhere in this Quarterly Report on Form 10-Q involve risks and uncertainties, including anticipated financial performance, anticipated liquidity and capital resources, business prospects, industry trends, shareholder returns, performance of leases by tenants, performance on loans to customers and other matters, which reflect management's best judgment based on factors currently known. See “Cautionary Statement Concerning Forward-Looking Statements,” which is incorporated herein by reference. Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in Part II, Item 1A - "Risk Factors" in this Quarterly Report on Form 10-Q and Item 1A - "Risk Factors" in our 2024 Annual Report.
Overview
Business
Our principal business objective is to enhance shareholder value by achieving predictable and increasing Funds From Operations As Adjusted ("FFOAA") and dividends per share. Our strategy is to focus on long-term investments in the Experiential sector that benefit from our depth of knowledge and relationships, and which we believe offer sustained performance throughout most economic cycles.
Our investment portfolio includes ownership of and long-term mortgages on Experiential and Education properties. Substantially all of our owned single-tenant properties are leased pursuant to long-term, triple-net leases, under which the tenants typically pay all operating expenses of the property. Tenants at our owned multi-tenant properties are typically required to pay common area maintenance charges to reimburse us for their pro-rata portion of these costs.
It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties with a high occupancy rate. We have also entered into certain joint ventures and provided mortgage note financing. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Historically, our primary challenges had been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties), and managing our portfolio as we continued to grow. We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. More recently, and as further discussed below, the challenging economic environment has increased our cost of capital, which has negatively impacted our ability to make investments in the near-term. Our
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business is subject to a number of risks and uncertainties, including those described in Item 1A - “Risk Factors” in our 2024 Annual Report.
As of March 31, 2025, our total assets were approximately $5.5 billion (after accumulated depreciation of approximately $1.6 billion) with properties located in 44 states, Ontario and Quebec, Canada. Our total investments (a non-GAAP financial measure) were approximately $6.8 billion as of March 31, 2025. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at March 31, 2025 and December 31, 2024. We group our investments into two reportable segments, Experiential and Education. As of March 31, 2025, our Experiential investments comprised $6.4 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.
As of March 31, 2025, our Experiential portfolio (excluding property under development, undeveloped land inventory and two joint venture properties) consisted of the following property types (owned or financed):
•154 theatre properties;
•58 eat & play properties (including seven theatres located in entertainment districts);
•25 attraction properties;
•11 ski properties;
•four experiential lodging properties;
•22 fitness & wellness properties;
•one gaming property; and
•one cultural property.
As of March 31, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 18.5 million square feet, which includes 0.3 million square feet of properties we intend to sell. The wholly-owned Experiential portfolio, excluding the properties we intend to sell, was 99% leased or operated and included $118.3 million in property under development and $20.2 million in undeveloped land inventory.
As of March 31, 2025, our Education portfolio consisted of the following property types (owned or financed):
•46 early childhood education center properties; and
•nine private school properties.
As of March 31, 2025, our wholly-owned Education real estate portfolio consisted of approximately 1.1 million square feet and was 100% leased.
The combined wholly-owned portfolio consisted of 19.6 million square feet, which includes 0.3 million square feet of properties we intend to sell. The wholly-owned portfolio, excluding the vacant properties the Company intends to sell, was 99% leased or operated.
Challenging Economic Environment
As a triple-net lease REIT, we are generally experiencing heightened risks and uncertainties associated with key macroeconomic factors including inflation and interest rate volatility. In recent months, the U.S. government has imposed, and is considering imposing, tariffs and trade restrictions on certain goods produced outside of the United States, including a recent indication that a significant tariff on foreign-made films may be imposed. In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States. In addition, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of tariffs on economic conditions.
The overall economic uncertainty caused by these or additional changes in the U.S. or international trade policy, along with continued uncertainty surrounding such policies, could also lead to weakened economic conditions, contribute to inflation and increased borrowing costs and could lead to decreased consumer spending. This
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environment has created negative pressure in the financial and capital markets resulting in a higher cost of capital. Additionally, tariff increases may impact us by increasing the cost of imported construction materials, which in turn can lead to higher development and renovation expenses. This increase in costs may result in reduced yields on development projects and potentially delay or result in cancelling planned projects. Furthermore, our tenants are similarly experiencing negative pressures from these uncertain economic conditions, which could negatively affect their ability to satisfy their obligations to us.
Although we intend to continue making future investments, we expect to maintain our investment spending at moderate levels in the near-term due to an elevated cost of capital, and near-term investments will be funded primarily from cash on hand, excess cash flow, disposition proceeds and borrowing availability under our unsecured revolving credit facility, subject to maintaining our leverage levels consistent with past practice. As a result, we intend to continue to be more selective in making future investments and acquisitions until such time as economic conditions improve and our cost of capital improves.
Operating Results
Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three months ended March 31, 2025 and 2024 (in millions, except per share information):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | % Change | |||||||||
| Total revenue | $ | 175.0 | $ | 167.2 | 4.7 | % | |||||
| Net income available to common shareholders per diluted share | $ | 0.78 | $ | 0.75 | 4.0 | % | |||||
| FFOAA per diluted share | $ | 1.19 | $ | 1.13 | 5.3 | % | |||||
The major factors impacting our results for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024 were as follows:
•The effect of investments and dispositions that occurred in 2025 and 2024;
•The recognition of retirement and severance expense for the three months ended March 31, 2024 versus no such expense recognized for the three months ended March 31, 2025;
•The recognition of benefit for credit losses, net for the three months ended March 31, 2025 versus the recognition of provision for credit losses, net for the three months ended March 31, 2024; and
•The recognition of higher gain on sale of real estate for the three months ended March 31, 2024 versus the three months ended March 31, 2025.
For further detail on items impacting our operating results, see section below titled "Results of Operations." FFOAA is a non-GAAP financial measure. For the definitions and further details on the calculations of FFOAA and certain other non-GAAP financial measures, see the section below titled "Non-GAAP Financial Measures."
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2024 Annual Report. For the three months ended March 31, 2025, there were no changes to critical accounting policies.
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Recent Developments
Investment Spending
Our investment spending during the three months ended March 31, 2025 and 2024 totaled $37.7 million and $85.7 million, respectively, and is detailed below (in thousands):
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Operating Segment | Total Investment Spending | New Development | Re-development | Asset Acquisition | Mortgage Notes or Notes Receivable | Investment in Joint Ventures | |||||||||||||||||
| Experiential: | |||||||||||||||||||||||
| Eat & Play | $ | 14,806 | $ | 14,180 | $ | 626 | $ | — | $ | — | $ | — | |||||||||||
| Attractions | 14,281 | — | — | 14,281 | — | — | |||||||||||||||||
| Experiential Lodging | 740 | — | — | — | — | 740 | |||||||||||||||||
| Fitness & Wellness | 7,850 | — | 7,552 | — | 298 | — | |||||||||||||||||
| Total Experiential | 37,677 | 14,180 | 8,178 | 14,281 | 298 | 740 | |||||||||||||||||
| Education: | |||||||||||||||||||||||
| Total Education | — | — | — | — | — | — | |||||||||||||||||
| Total Investment Spending | $ | 37,677 | $ | 14,180 | $ | 8,178 | $ | 14,281 | $ | 298 | $ | 740 | |||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Operating Segment | Total Investment Spending | New Development | Re-development | Asset Acquisition | Mortgage Notes or Notes Receivable | Investment in Joint Ventures | |||||||||||||||||
| Experiential: | |||||||||||||||||||||||
| Theatres | $ | 370 | $ | — | $ | 370 | $ | — | $ | — | $ | — | |||||||||||
| Eat & Play | 16,445 | 8,935 | 553 | — | 6,957 | — | |||||||||||||||||
| Attractions | 35,231 | — | 164 | 33,437 | 1,630 | — | |||||||||||||||||
| Ski | 1,209 | — | — | — | 1,209 | — | |||||||||||||||||
| Experiential Lodging | 3,845 | — | — | — | — | 3,845 | |||||||||||||||||
| Fitness & Wellness | 26,903 | 15,066 | 11,075 | — | 762 | — | |||||||||||||||||
| Cultural | 1,709 | — | 1,709 | — | — | — | |||||||||||||||||
| Total Experiential | 85,712 | 24,001 | 13,871 | 33,437 | 10,558 | 3,845 | |||||||||||||||||
| Education: | |||||||||||||||||||||||
| Total Education | — | — | — | — | — | — | |||||||||||||||||
| Total Investment Spending | $ | 85,712 | $ | 24,001 | $ | 13,871 | $ | 33,437 | $ | 10,558 | $ | 3,845 | |||||||||||
The above amounts include $1.5 million and $1.0 million in capitalized interest for the three months ended March 31, 2025 and 2024, respectively, and $39 thousand and $60 thousand in capitalized other general and administrative direct project costs for the three months ended March 31, 2025 and 2024, respectively. Excluded from the table above is approximately $1.3 million and $1.6 million of maintenance capital expenditures and other spending for the three months ended March 31, 2025 and 2024, respectively.
Dispositions
During the three months ended March 31, 2025, we completed the sales of one vacant theatre property, two operated theatre properties, one vacant early childhood education center and 10 early childhood education centers for net proceeds totaling $70.8 million. In connection with these sales, we recognized a net gain on sale totaling $9.4 million.
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During the three months ended March 31, 2025, we received $8.1 million in proceeds representing prepayment in full on two mortgage note receivables that were secured by two early childhood education center properties.
Capital Markets Activities
Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.
Results of Operations
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Analysis of Revenue
The following table summarizes our total revenue (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | Change | ||||||||||||
| Minimum rent (1) | $ | 133,841 | $ | 131,225 | $ | 2,616 | ||||||||
| Percentage rent (2) | 3,257 | 1,900 | 1,357 | |||||||||||
| Straight-line rent | 3,397 | 3,670 | (273) | |||||||||||
| Tenant reimbursements | 5,421 | 5,032 | 389 | |||||||||||
| Other rental revenue | 443 | 454 | (11) | |||||||||||
| Total Rental Revenue | $ | 146,359 | $ | 142,281 | $ | 4,078 | ||||||||
| Other income | 11,636 | 12,037 | (401) | |||||||||||
| Mortgage and other financing income (3) | 17,038 | 12,914 | 4,124 | |||||||||||
| Total revenue | $ | 175,033 | $ | 167,232 | $ | 7,801 | ||||||||
(1) For the three months ended March 31, 2025 compared to the three months ended March 31, 2024, the increase in minimum rent resulted from an increase of $2.5 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was an increase in minimum rent of $0.6 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $0.5 million from property dispositions.
During the three months ended March 31, 2025, there were no significant lease renewals on existing properties.
(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due primarily to percentage rent recognized from one of our early childhood education center tenants.
(3) The increase in mortgage and other financing income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 related to interest income on a new mortgage note funded in 2024 and from additional investments on existing mortgage note receivables. In addition, $1.8 million of participating interest income was recognized during the three months ended March 31, 2025, which related to amounts under review with one borrower regarding the calculation of participating interest income from prior periods that was resolved during the three months ended March 31, 2025. No participating interest income was recognized during the three months ended March 31, 2024.
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Analysis of Expenses and Other Line Items
The following table summarizes our expenses and other line items (dollars in thousands):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | Change | ||||||||||||
| Property operating expense | $ | 15,171 | $ | 14,920 | $ | 251 | ||||||||
| Other expense | 12,611 | 12,976 | (365) | |||||||||||
| General and administrative expense | 14,024 | 13,908 | 116 | |||||||||||
| Retirement and severance expense (1) | — | 1,836 | (1,836) | |||||||||||
| Transaction costs | 567 | 1 | 566 | |||||||||||
| Provision (benefit) for credit losses, net (2) | (652) | 2,737 | (3,389) | |||||||||||
| Depreciation and amortization | 41,089 | 40,469 | 620 | |||||||||||
| Gain on sale of real estate (3) | 9,384 | 17,949 | (8,565) | |||||||||||
| Interest expense, net | 33,021 | 31,651 | 1,370 | |||||||||||
| Equity in loss from joint ventures | 2,647 | 3,627 | (980) | |||||||||||
| Income tax expense | 136 | 347 | (211) | |||||||||||
| Preferred dividend requirements | 6,032 | 6,032 | — | |||||||||||
(1) Retirement and severance expense for the three months ended March 31, 2024 related primarily to the retirement of our former Executive Vice President, General Counsel and Secretary. There was no retirement and severance expense for the three months ended March 31, 2025.
(2) The change in provision (benefit) for credit losses, net for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due primarily to a release from an additional $4.0 million in funding commitments on one mortgage note receivable and changes in our estimated current expected credit losses based on macro-economic conditions.
(3) The gain on sale of real estate for the three months ended March 31, 2025 related to the sale of one vacant theatre property, two operating theatre properties, one vacant early childhood education center and 10 early childhood education centers. The gain on sale of real estate for the three months ended March 31, 2024 related to the sales of two cultural properties and one vacant theatre property.
Liquidity and Capital Resources
Cash and cash equivalents were $20.6 million at March 31, 2025. In addition, we had restricted cash of $6.4 million at March 31, 2025, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.
Mortgage Debt, Senior Notes and Unsecured Revolving Credit Facility
At March 31, 2025, we had total debt outstanding of $2.8 billion, of which 99% was unsecured.
At March 31, 2025, we had outstanding $2.5 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.
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At March 31, 2025, we had $105.0 million outstanding balance under our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility is governed by the terms of the Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), dated as of September 19, 2024. The facility will mature on October 2, 2028. We have two options to extend the maturity date of this credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default. The Amended Credit Agreement provides for an initial maximum principal amount of borrowing availability of $1.0 billion, which includes a $100.0 million letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfacility. The credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The unsecured revolving credit facility bears interest at a floating rate of SOFR plus 1.15% (based on our unsecured debt ratings and with a SOFR floor of zero), which was 5.46% at March 31, 2025. Additionally, the facility fee on the revolving credit facility is 0.25%.
Subsequent to March 31, 2025, we fully repaid our $300.0 million senior unsecured notes due April 1, 2025, using borrowings under our $1.0 billion senior unsecured revolving credit facility.
At March 31, 2025, we had outstanding $179.6 million of Series B senior unsecured notes that were issued in a private placement transaction and are due on August 22, 2026. At March 31, 2025, the interest rate for these Series B private placement notes was 4.56%.
Our unsecured revolving credit facility and the private placement notes contain financial covenants or restrictions that limit our levels of consolidated debt, secured debt, investments outside certain categories, stock repurchases and dividend distributions and require us to meet certain coverage levels for fixed charges and debt service. Additionally, these debt instruments contain cross-default provisions if we default under other indebtedness exceeding certain amounts. Those cross-default thresholds vary from $50.0 million to $75.0 million, depending upon the debt instrument. We were in compliance with all financial and other covenants under our consolidated debt instruments at March 31, 2025.
In 2024, two experiential lodging properties located in St. Pete Beach, Florida, in which we hold unconsolidated equity investments through two joint ventures, were severely damaged by two hurricanes and remain closed. We continue to work in good faith with our joint venture partners, the non-recourse debt provider and the insurance companies to identify a path forward in which we expect to result in the removal of the unconsolidated equity investments in these experiential lodging properties and the related non-recourse debt from our portfolio, although there can be no assurances as to the outcome of those discussions.
Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions. As discussed above, due to our current elevated cost of capital, we intend to fund our investments in the near term primarily from cash on hand, excess cash flow, disposition proceeds and borrowing availability under our unsecured revolving credit facility, subject to maintaining our leverage levels consistent with past practice.
Liquidity Requirements
Short-term liquidity requirements consist primarily of normal recurring corporate operating expenses, debt service requirements and distributions to shareholders. We have historically met these requirements primarily through cash provided by operating activities. The table below summarizes our cash flows (dollars in thousands):
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| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net cash provided by operating activities | $ | 99,369 | $ | 99,543 | ||||||||||
| Net cash provided (used) by investing activities | 42,397 | (38,551) | ||||||||||||
| Net cash used by financing activities | (150,490) | (79,484) | ||||||||||||
Commitments
As of March 31, 2025, we had 14 development projects with commitments to fund an aggregate of approximately $142.8 million, of which approximately $74.2 million is expected to be funded in the remainder of 2025. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we may discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
We have certain commitments related to our mortgage notes investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of our direct control. As of March 31, 2025, we had two mortgage notes with commitments totaling approximately $47.4 million, of which $1.9 million is expected to be funded in the remainder of 2025. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
Liquidity Analysis
We currently anticipate that our cash on hand, cash from operations, funds available under our unsecured revolving credit facility and proceeds from asset dispositions will provide adequate liquidity to meet our financial commitments, including the amounts needed to fund our operations, make recurring debt service payments, allow distributions to our shareholders and avoid corporate level federal income or excise tax in accordance with REIT Internal Revenue Code requirements.
Long-term liquidity requirements consist primarily of debt maturities. Subsequent to March 31, 2025, we fully repaid our $300.0 million senior unsecured notes due April 1, 2025, using borrowings under our $1.0 billion senior unsecured revolving credit facility. We have $629.6 million of debt maturities due in 2026. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us, particularly in light of the challenging economic environment and our elevated cost of capital.
Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is in growing our investment portfolio through acquiring, developing and financing additional properties. We expect to finance these investments with cash on hand, excess cash flow, proceeds from asset dispositions or borrowings under our unsecured revolving credit facility as well as debt and equity financing alternatives. If we borrow the maximum amount available under our unsecured revolving credit facility, there can be no assurance that we will be able to obtain additional or substitute investment financing. We may also assume mortgage debt in connection with property acquisitions. The availability and terms of any such financing or sales will depend upon market and other conditions.
The challenging economic environment has increased our cost of capital which has negatively impacted our ability to make investments in the near-term. Accordingly, we intend to continue to be more selective in making future investments and acquisitions until such time as economic conditions and our cost of capital improve.
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Capital Structure
We believe that our shareholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet as measured primarily by our net debt to adjusted EBITDAre ratio (see "Non-GAAP Financial Measures" for definitions). Because adjusted EBITDAre, as defined, does not include the annualization of investments put in service, acquired or disposed of during the quarter, or the potential earnings on property under development, the annualization of percentage rent and adjustments for other items, we also look at an additional ratio that reflects these adjustments. We also seek to maintain conservative interest, fixed charge, debt service coverage and net debt to gross asset ratios (see "Non-GAAP Financial Measures" for calculations).
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, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from disposition of real estate and impairment losses on real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. We have calculated FFO for all periods presented in accordance with this definition.
In addition to FFO, we present FFOAA and AFFO. FFOAA is presented by adding to FFO retirement and severance expense, transaction costs, provision (benefit) for credit losses, net, costs associated with loan refinancing or payoff, preferred share redemption costs and impairment of operating lease right-of-use assets and subtracting sale participation income, gain on insurance recovery and deferred income tax (benefit) expense. AFFO is presented by adding to FFOAA non-real estate depreciation and amortization, deferred financing fees amortization and share-based compensation expense to management and Trustees, and subtracting amortization of above and below market leases, net and tenant allowances, maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue (removing the impact of straight-line ground sublease expense), the non-cash portion of mortgage and other financing income and the allocated share of joint venture non-cash items.
FFO, FFOAA and AFFO are widely used measures of the operating performance of real estate companies and are provided here as supplemental measures to GAAP net income available to common shareholders and earnings per share, and management provides FFO, FFOAA and AFFO herein because it believes this information is useful to investors in this regard. FFO, FFOAA and AFFO are non-GAAP financial measures. FFO, FFOAA and AFFO do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered alternatives to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO, FFOAA and AFFO the same way so comparisons with other REITs may not be meaningful.
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The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three months ended March 31, 2025 and 2024 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| FFO: | ||||||||
| Net income available to common shareholders of EPR Properties | $ | 59,771 | $ | 56,677 | ||||
| Gain on sale of real estate | (9,384) | (17,949) | ||||||
| Real estate depreciation and amortization | 40,932 | 40,282 | ||||||
| Allocated share of joint venture depreciation | 1,036 | 2,416 | ||||||
| FFO available to common shareholders of EPR Properties | $ | 92,355 | $ | 81,426 | ||||
| FFO available to common shareholders of EPR Properties | $ | 92,355 | $ | 81,426 | ||||
| Add: Preferred dividends for Series C preferred shares | 1,938 | 1,938 | ||||||
| Add: Preferred dividends for Series E preferred shares | 1,938 | 1,938 | ||||||
| Diluted FFO available to common shareholders of EPR Properties | $ | 96,231 | $ | 85,302 | ||||
| FFOAA: | ||||||||
| FFO available to common shareholders of EPR Properties | $ | 92,355 | $ | 81,426 | ||||
| Retirement and severance expense | — | 1,836 | ||||||
| Transaction costs | 567 | 1 | ||||||
| Provision (benefit) for credit losses, net | (652) | 2,737 | ||||||
| Deferred income tax benefit | (530) | (277) | ||||||
| FFOAA available to common shareholders of EPR Properties | $ | 91,740 | $ | 85,723 | ||||
| FFOAA available to common shareholders of EPR Properties | $ | 91,740 | $ | 85,723 | ||||
| Add: Preferred dividends for Series C preferred shares | 1,938 | 1,938 | ||||||
| Add: Preferred dividends for Series E preferred shares | 1,938 | 1,938 | ||||||
| Diluted FFOAA available to common shareholders of EPR Properties | $ | 95,616 | $ | 89,599 | ||||
| AFFO: | ||||||||
| FFOAA available to common shareholders of EPR Properties | $ | 91,740 | $ | 85,723 | ||||
| Non-real estate depreciation and amortization | 157 | 187 | ||||||
| Deferred financing fees amortization | 2,206 | 2,212 | ||||||
| Share-based compensation expense to management and trustees | 3,867 | 3,692 | ||||||
| Amortization of above and below market leases, net and tenant allowances | (81) | (84) | ||||||
| Maintenance capital expenditures (1) | (1,251) | (1,555) | ||||||
| Straight-lined rental revenue | (3,397) | (3,670) | ||||||
| Straight-lined ground sublease expense | 2 | 32 | ||||||
| Non-cash portion of mortgage and other financing income | (297) | (862) | ||||||
| AFFO available to common shareholders of EPR Properties | $ | 92,946 | $ | 85,675 | ||||
| AFFO available to common shareholders of EPR Properties | $ | 92,946 | $ | 85,675 | ||||
| Add: Preferred dividends for Series C preferred shares | 1,938 | 1,938 | ||||||
| Add: Preferred dividends for Series E preferred shares | 1,938 | 1,938 | ||||||
| Diluted AFFO available to common shareholders of EPR Properties | $ | 96,822 | $ | 89,551 | ||||
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| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| FFO per common share: | ||||||||
| Basic | $ | 1.22 | $ | 1.08 | ||||
| Diluted | 1.20 | 1.07 | ||||||
| FFOAA per common share: | ||||||||
| Basic | $ | 1.21 | $ | 1.14 | ||||
| Diluted | 1.19 | 1.13 | ||||||
| Shares used for computation (in thousands): | ||||||||
| Basic | 75,804 | 75,398 | ||||||
| Diluted | 76,215 | 75,705 | ||||||
| Weighted average shares outstanding-diluted EPS | 76,215 | 75,705 | ||||||
| Effect of dilutive Series C preferred shares | 2,336 | 2,301 | ||||||
| Effect of dilutive Series E preferred shares | 1,665 | 1,663 | ||||||
| Adjusted weighted average shares outstanding-diluted Series C and Series E | 80,216 | 79,669 | ||||||
| Other financial information: | ||||||||
| Dividends per common share | $ | 0.865 | $ | 0.835 | ||||
(1) Includes maintenance capital expenditures and certain second-generation tenant improvements and leasing commissions.
The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion, which results in the most dilution is included in the computation of per share amounts. 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, 2025 and 2024. 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 and FFOAA per share and would be included in a calculation of AFFO per share.
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. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition. Our 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 by cash and cash equivalents. By excluding accumulated depreciation and reducing cash and cash equivalents, the result provides an estimate of the investment made by us. We believe that investors commonly use versions of this calculation in a similar manner. Our method of calculating Gross Assets may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
Net Debt to Gross Assets Ratio
Net Debt to Gross Assets Ratio is a supplemental measure derived from non-GAAP financial measures that we use to evaluate capital structure and the magnitude of debt to gross assets. We believe that investors commonly use versions of this ratio in a similar manner. Our method of calculating the Net Debt to Gross Assets Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
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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, we calculate EBITDAre as net 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 because it can help facilitate comparisons of operating performance between periods and with other REITs. Our 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 our operations or cash flows or liquidity as defined by GAAP.
Adjusted EBITDAre
Management uses Adjusted EBITDAre in its analysis of the performance of the business and operations of the Company. Management believes Adjusted EBITDAre is useful to investors because it excludes various items that management believes are not indicative of operating performance, and because it is an informative measure to use in computing various financial ratios to evaluate the Company. We define Adjusted EBITDAre as EBITDAre (defined above) for the quarter excluding sale participation income, gain on insurance recovery, retirement and severance expense, transaction costs, provision (benefit) for credit losses, net, impairment losses on operating lease right-of-use assets and prepayment fees.
Our 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 our operations or cash flows or liquidity as defined by GAAP.
Net Debt to Adjusted EBITDAre Ratio
Net Debt to Adjusted EBITDAre Ratio is a supplemental measure derived from non-GAAP financial measures that we use to evaluate our capital structure and the magnitude of our debt against our operating performance. We believe that investors commonly use versions of this ratio in a similar manner. In addition, financial institutions use versions of this ratio in connection with debt agreements to set pricing and covenant limitations. Our method of calculating the Net Debt to Adjusted EBITDAre Ratio may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
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Reconciliations of debt, total assets and net income (all reported in accordance with GAAP) to Net Debt, Gross Assets, Net Debt to Gross Assets Ratio, EBITDAre, Adjusted EBITDAre and Net Debt to Adjusted EBITDAre Ratio (each of which is a non-GAAP financial measure), as applicable, are included in the following tables (unaudited, in thousands except ratios):
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net Debt: | |||||||||||
| Debt | $ | 2,791,962 | $ | 2,817,710 | |||||||
| Deferred financing costs, net | 17,630 | 23,519 | |||||||||
| Cash and cash equivalents | (20,572) | (59,476) | |||||||||
| Net Debt | $ | 2,789,020 | $ | 2,781,753 | |||||||
| Gross Assets: | |||||||||||
| Total Assets | $ | 5,532,549 | $ | 5,694,036 | |||||||
| Accumulated depreciation | 1,595,820 | 1,470,507 | |||||||||
| Cash and cash equivalents | (20,572) | (59,476) | |||||||||
| Gross Assets | $ | 7,107,797 | $ | 7,105,067 | |||||||
| Debt to Total Assets Ratio | 50 | % | 49 | % | |||||||
| Net Debt to Gross Assets Ratio | 39 | % | 39 | % | |||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| EBITDAre and Adjusted EBITDAre: | |||||||||||
| Net income | $ | 65,803 | $ | 62,709 | |||||||
| Interest expense, net | 33,021 | 31,651 | |||||||||
| Income tax expense | 136 | 347 | |||||||||
| Depreciation and amortization | 41,089 | 40,469 | |||||||||
| Gain on sale of real estate | (9,384) | (17,949) | |||||||||
| Allocated share of joint venture depreciation | 1,036 | 2,416 | |||||||||
| Allocated share of joint venture interest expense | 375 | 2,131 | |||||||||
| EBITDAre | $ | 132,076 | $ | 121,774 | |||||||
| Retirement and severance expense | — | 1,836 | |||||||||
| Transaction costs | 567 | 1 | |||||||||
| Provision (benefit) for credit losses, net | (652) | 2,737 | |||||||||
| Adjusted EBITDAre (for the quarter) | $ | 131,991 | $ | 126,348 | |||||||
| Adjusted EBITDAre (annualized) (1) | $ | 527,964 | $ | 505,392 | |||||||
| Net Debt/Adjusted EBITDAre Ratio | 5.3 | 5.5 | |||||||||
| (1) Adjusted EBITDA for the quarter is multiplied by four to calculate an annual amount but does not include the annualization of investments put in service, acquired or disposed of during the quarter, as well as the potential earnings on property under development, the annualization of percent rent and participating interest and adjustments for other items. | |||||||||||
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Total Investments
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of real estate investments (before accumulated depreciation), land held for development, property under development, mortgage notes receivable and related accrued interest receivable, net, investment in joint ventures, intangible assets, gross (before accumulated amortization and included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested. Our method of calculating total investments may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. A reconciliation of total assets (computed in accordance with GAAP) to total investments is included in the following table (unaudited, in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Total assets | $ | 5,532,549 | $ | 5,616,507 | |||||||
| Operating lease right-of-use assets | (180,557) | (173,364) | |||||||||
| Cash and cash equivalents | (20,572) | (22,062) | |||||||||
| Restricted cash | (6,354) | (13,637) | |||||||||
| Accounts receivable | (85,811) | (84,589) | |||||||||
| Add: accumulated depreciation on real estate investments | 1,595,820 | 1,562,645 | |||||||||
| Add: accumulated amortization on intangible assets (1) | 29,892 | 31,876 | |||||||||
| Prepaid expenses and other current assets (1) | (40,007) | (39,464) | |||||||||
| Total investments | $ | 6,824,960 | $ | 6,877,912 | |||||||
| Total Investments: | |||||||||||
| Real estate investments, net of accumulated depreciation | $ | 4,353,893 | $ | 4,435,358 | |||||||
| Add back accumulated depreciation on real estate investments | 1,595,820 | 1,562,645 | |||||||||
| Land held for development | 20,168 | 20,168 | |||||||||
| Property under development | 118,264 | 112,263 | |||||||||
| Mortgage notes and related accrued interest receivable, net | 659,004 | 665,796 | |||||||||
| Investment in joint ventures | 11,361 | 14,019 | |||||||||
| Intangible assets, gross (1) | 63,239 | 64,317 | |||||||||
| Notes receivable and related accrued interest receivable, net (1) | 3,211 | 3,346 | |||||||||
| Total investments | $ | 6,824,960 | $ | 6,877,912 | |||||||
| (1) Included in "Other assets" in the accompanying consolidated balance sheet. Other assets include the following: | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Intangible assets, gross | $ | 63,239 | $ | 64,317 | |||||||
| Less: accumulated amortization on intangible assets | (29,892) | (31,876) | |||||||||
| Notes receivable and related accrued interest receivable, net | 3,211 | 3,346 | |||||||||
| Prepaid expenses and other current assets | 40,007 | 39,464 | |||||||||
| Total other assets | $ | 76,565 | $ | 75,251 | |||||||
Impact of Recently Issued Accounting Standards
See Note 2 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on the impact of recently issued accounting standards on our business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, primarily relating to potential losses due to changes in interest rates and foreign currency exchange rates. We seek to mitigate the effects of fluctuations in interest rates by matching the term of new investments with new long-term fixed rate borrowings whenever possible. As of March 31, 2025, we had a $1.0 billion unsecured revolving credit facility with $105.0 million outstanding. We also had a $25.0 million bond that bears interest at a floating rate but has been fixed through an interest rate swap agreement.
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We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings are subject to contractual agreements or mortgages, which limit the amount of indebtedness we may incur. Accordingly, if we are unable to raise additional equity or borrow money due to these limitations or otherwise, our ability to make additional real estate investments may be limited.
Cash Flow Hedges of Interest Rate Risk
To hedge our interest rate risk, we entered into an interest rate swap agreement on our variable rate secured bonds with a notional amount of $25.0 million. The interest rate cap agreement limits the variable portion of the interest rate (SOFR) on this bond to 2.5325% until September 30, 2026.
We are exposed to foreign currency risk against our functional currency, the U.S. dollar ("USD"), on our six Canadian properties and the rents received from tenants of the properties are payable in the Canadian dollar ("CAD"). In order to hedge our CAD denominated cash flows and our net investment in our six Canadian properties, we entered into cross-currency swaps designated as cash flow hedges and foreign currency forwards designated as net investment hedges as further described below.
Cash Flow Hedges of Foreign Exchange Risk-Cross Currency Swaps
We entered into six USD-CAD cross-currency swaps that became effective October 1, 2024, with a total fixed original notional value of $170.0 million CAD and $125.0 million USD. The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $15.3 million annual CAD denominated cash flows through December 2026.
We entered into two USD-CAD cross-currency swaps that became effective on December 1, 2024 with a total fixed original notional value of $90.0 million CAD and $66.2 million USD. The net effect of these swaps is to lock in an exchange rate of $1.35 CAD per USD on approximately $8.1 million annual CAD denominated cash flows through December 2026.
Net Investment Hedges - Foreign Currency Forward Contracts
We entered into two forward contracts that became effective December 19, 2024 with a fixed notional value of $200.0 million CAD and $142.8 million USD with a settlement date of December 1, 2026. The exchange rate of these forward contracts is approximately $1.40 CAD per USD.
We entered into a forward contract that became effective December 19, 2024 with a fixed notional value of $90.0 million CAD and $64.3 million USD with a settlement date of December 1, 2026. The exchange rate of this forward contract is approximately $1.40 CAD per USD.
For foreign currency derivatives designated as net investment hedges, the change in the fair value of the derivatives, including any cash settlements, is reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.
See Note 8 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on our derivative financial instruments and hedging activities.
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Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
As of March 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the effectiveness of controls
Our disclosure controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.
Change in internal controls
There have not been any changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.
Item 1A. Risk Factors
Other than the risk factor below, there have been no material changes to the risk factors associated with our business previously disclosed in Item 1A - "Risk Factors" in our 2024 Annual Report.
Actual and perceived changes in U.S. trade policies, including changes to existing trade agreements and heightened global trade tensions, and retaliatory responses from other countries may have a material adverse effect on our business, results of operations and financial condition.
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Our business, results of operations and financial condition may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. In recent months, the U.S. government has imposed, and is considering imposing, tariffs and trade restrictions on certain goods produced outside of the United States, including a recent indication that a significant tariff on foreign-made films may be imposed. In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. Changes in tariffs and trade restrictions can be, and have been, announced with little or no advance notice. These actions are unprecedented, have caused substantial uncertainty and volatility in financial markets and resulted in retaliatory countermeasures on U.S. goods by its trading partners.
Construction of our development projects requires access to steel and other materials. Any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our development project construction costs and our costs to maintain our existing properties. To the extent that we are unable to pass all or any such cost increases on to our customers, such cost increases could adversely affect our returns on investment. Higher materials costs could also diminish our ability to develop new projects at acceptable returns and limit our ability to pursue growth opportunities.
Tariffs or other trade restrictions, increasing trade tensions, or other changes in similar governmental policies could increase our operating costs, reduce discretionary consumer spending, cause disruptions or shortages in global supply chains and negatively impact the U.S., regional or local economies in which we, our tenants and their customers operate, any of which could adversely impact our business, results of operations and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1 through January 31, 2025 common shares | 111,778 | (1) | $ | 44.28 | — | $ | — | |||||||||||||||||||
| February 1 through February 28, 2025 common shares | 98,789 | (1) | 49.43 | — | — | |||||||||||||||||||||
| March 1 through March 31, 2025 common shares | — | — | — | — | ||||||||||||||||||||||
| Total | 210,567 | $ | 46.70 | — | $ | — | ||||||||||||||||||||
(1) The repurchases of equity securities during January and February 2025 were completed in conjunction with the vesting of employee nonvested shares and performance share units. These repurchases were not made pursuant to a publicly announced plan or program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Except as noted below, during the quarter ended March 31, 2025, no
On March 19, 2025, Gregory E. Zimmerman, our Executive Vice President and Chief Investment Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 60,000 Common Shares that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The first trade date will not occur until July 1, 2025, at the earliest. The duration of the Rule 10b5-1 trading arrangement is until March 1, 2026, or earlier if all transactions under the trading arrangement are completed.
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Item 6. Exhibits
31.1* | Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.1. | ||||
31.2* | Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 31.2. | ||||
32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.1. | ||||
32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto as Exhibit 32.2. | ||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL* | Inline XBRL Extension Calculation Linkbase | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EPR Properties | ||||||||||||||
| Dated: | May 8, 2025 | By | /s/ Gregory K. Silvers | |||||||||||
| Gregory K. Silvers, Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
| Dated: | May 8, 2025 | By | /s/ Tonya L. Mater | |||||||||||
| Tonya L. Mater, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||||||||||||
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