☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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43-1790877
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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909 Walnut Street,
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Suite 200
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Kansas City,
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Missouri
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64106
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(816)
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472-1700
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common shares, par value $0.01 per share
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EPR
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New York Stock Exchange
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5.75% Series C cumulative convertible preferred shares, par value $0.01 per share
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EPR PrC
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New York Stock Exchange
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9.00% Series E cumulative convertible preferred shares, par value $0.01 per share
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EPR PrE
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New York Stock Exchange
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5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share
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EPR PrG
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New York Stock Exchange
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•
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Global economic uncertainty and disruptions in financial markets;
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Reduction in discretionary spending by consumers;
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Adverse changes in our credit ratings;
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Fluctuations in interest rates;
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Defaults in the performance of lease terms by our tenants;
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Defaults by our customers and counterparties on their obligations owed to us;
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A borrower's bankruptcy or default;
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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;
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Risks of operating in the experiential real estate industry;
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Our ability to compete effectively;
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Risks associated with three tenants representing a substantial portion of our lease revenues;
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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;
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Risks associated with our dependence on third-party managers to operate certain of our experiential lodging properties;
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Risks associated with our level of indebtedness;
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Risks associated with use of leverage to acquire properties;
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Financing arrangements that require lump-sum payments;
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Our ability to raise capital;
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Covenants in our debt instruments that limit our ability to take certain actions;
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The concentration and lack of diversification of our investment portfolio;
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Our continued qualification as a real estate investment trust for U.S. federal income tax purposes and related tax matters;
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The ability of our subsidiaries to satisfy their obligations;
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Financing arrangements that expose us to funding and completion risks;
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Our reliance on a limited number of employees, the loss of which could harm operations;
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Risks associated with the employment of personnel by managers of our experiential lodging properties;
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Risks associated with the gaming industry;
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Risks associated with gaming and other regulatory authorities;
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Delays or prohibitions of transfers of gaming properties due to required regulatory approvals;
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Risks associated with security breaches and other disruptions;
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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;
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•
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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
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•
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Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
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Risks involved in joint ventures;
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Risks in leasing multi-tenant properties;
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A failure to comply with the Americans with Disabilities Act or other laws;
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Risks of environmental liability;
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Risks associated with the relatively illiquid nature of our real estate investments;
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Risks with owning assets in foreign countries;
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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;
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Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies;
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Our ability to pay dividends in cash or at current rates;
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Fluctuations in the market prices for our shares;
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Certain limits on changes in control imposed under law and by our Declaration of Trust and Bylaws;
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Policy changes obtained without the approval of our shareholders;
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Equity issuances that could dilute the value of our shares;
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Future offerings of debt or equity securities, which may rank senior to our common shares;
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Risks associated with changes in foreign exchange rates; and
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Changes in laws and regulations, including tax laws and regulations.
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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179 theatre properties;
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55 eat & play properties (including seven theatres located in entertainment districts);
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18 attraction properties;
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13 ski properties;
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six experiential lodging properties;
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one gaming property;
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three cultural properties; and
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seven fitness & wellness properties.
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72 early childhood education center properties; and
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16 private school properties.
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•
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Experiential Alignment
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Proven Business Model
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Enduring Value
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Addressable Opportunity
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•
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Location Quality
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Competitive Position
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Location Rent Coverage
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Cash Flow Durability
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•
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Demonstrated Success
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•
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Commitment
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Reputable Management
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Solid Credit Quality
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•
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limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
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limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt;
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limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
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restricting us from making strategic acquisitions, developing properties or pursuing business opportunities;
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restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;
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exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results;
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increasing our vulnerability to a downturn in general economic conditions or in pricing of our investments;
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negatively impacting our credit ratings; and
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limiting our ability to react to changing market conditions in our industry and in our customers’ industries.
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we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
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we could be subject to increased state and local taxes;
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unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we were disqualified; and
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we could be subject to tax penalties and interest.
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our TRSs may not directly or indirectly operate or manage a lodging facility, as defined by the Internal Revenue Code;
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the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements;
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the leased properties must constitute qualified lodging facilities (including customary amenities and facilities) under the Internal Revenue Code;
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our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified lodging facilities for persons unrelated to us; and
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the rental and other terms of the leases must be arm's length.
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pay that person any distribution or interest upon any of our voting securities;
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allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
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pay remuneration in any form to that person for services rendered or otherwise; or
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fail to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities, including, if necessary, the immediate purchase of the voting securities for cash at fair market value.
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international, national, regional and local economic conditions;
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consequences of any armed conflict involving, or terrorist attack against, the United States or Canada;
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the threat of domestic terrorism or pandemic outbreaks (such as the coronavirus), which could cause consumers to avoid congregate settings;
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our ability or the ability of our tenants or managers to secure adequate insurance;
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natural disasters, such as earthquakes, hurricanes and floods, which could exceed the aggregate limits of insurance coverage;
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local conditions such as an oversupply of space or lodging properties or a reduction in demand for real estate in the area;
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competition from other available space or, in the case of our experiential lodging properties, competition from other lodging properties or alternative lodging options in our markets;
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whether tenants and users such as customers of our tenants consider a property attractive;
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the financial condition of our tenants, mortgagors and managers, including the extent of bankruptcies or defaults;
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whether we are able to pass some or all of any increased operating costs through to tenants or other customers;
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how well we manage our properties or how well the managers of properties manage those properties;
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in the case of our experiential lodging properties, dependence on demand from business and leisure travelers, which may fluctuate and be seasonal;
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fluctuations in interest rates;
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changes in real estate taxes and other expenses;
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changes in market rental rates;
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the timing and costs associated with property improvements and rentals;
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changes in taxation or zoning laws;
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government regulation;
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availability of financing on acceptable terms or at all;
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potential liability under environmental or other laws or regulations; and
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•
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general competitive factors.
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the risk that tenants will not perform under their leases or that managers will not perform under their
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we may not always be able to lease properties at favorable rates or certain tenants may require significant capital expenditures by us to conform existing properties to their requirements;
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we may not always be able to sell a property when we desire to do so at a favorable price; and
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changes in tax, zoning or other laws could make properties less attractive or less profitable.
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as owner, we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;
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the law may impose clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;
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even if more than one person is responsible for the contamination, each person who shares legal liability under environmental laws may be held responsible for all of the clean-up costs; and
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governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.
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we may not succeed in completing developments or consummating desired acquisitions on time;
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we may face competition in pursuing development or acquisition opportunities, which could increase our costs;
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we may encounter difficulties and incur substantial expenses in integrating acquired properties into our operations and systems and, in any event, the integration may require a substantial amount of time on the part of both our management and employees and therefore divert their attention from other aspects of our business;
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we may undertake developments or acquisitions in new markets or industries where we do not have the same level of market knowledge, which may expose us to unanticipated risks in those markets and industries to which we are unable to effectively respond, such as an inability to attract qualified personnel with knowledge of such markets and industries;
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we may incur construction costs in connection with developments, which may be higher than projected, potentially making the project unfeasible or unprofitable;
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we may incur unanticipated capital expenditures in order to maintain or improve acquired properties;
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we may be unable to obtain zoning, occupancy or other governmental approvals;
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we may experience delays in receiving rental payments for developments that are not completed on time;
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our developments or acquisitions may not be profitable;
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we may need the consent of third parties such as anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld;
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we may incur adverse tax consequences if we fail to qualify as a REIT for U.S. federal income tax purposes following an acquisition;
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we may be subject to risks associated with providing mortgage financing to third parties in connection with transactions, including any default under such mortgage financing;
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we may face litigation or other claims in connection with, or as a result of, acquisitions, including claims from terminated employees, tenants, former stockholders or other third parties;
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the market price of our common shares, preferred shares and debt securities may decline, particularly if we do not achieve the perceived benefits of any acquisition as rapidly or to the extent anticipated by securities or industry analysts or if the effect of an acquisition on our financial condition, results of operations and cash flows is not consistent with the expectations of these analysts;
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we may issue shares in connection with acquisitions resulting in dilution to our existing shareholders; and
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we may assume debt or other liabilities in connection with acquisitions.
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a limit on beneficial ownership of our shares, which acts as a defense against a hostile takeover or acquisition of a significant or controlling interest, in addition to preserving our REIT status;
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the ability of the Board of Trustees to issue preferred or common shares, to reclassify preferred or common shares, and to increase the amount of our authorized preferred or common shares, without shareholder approval;
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limits on the ability of shareholders to remove trustees without cause;
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requirements for advance notice of shareholder proposals at shareholder meetings;
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provisions of Maryland law restricting business combinations and control share acquisitions not approved by the Board of Trustees and unsolicited takeovers;
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provisions of Maryland law protecting corporations (and by extension REITs) against unsolicited takeovers by limiting the duties of the trustees in unsolicited takeover situations;
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provisions in Maryland law providing that the trustees are not subject to any higher duty or greater scrutiny than that applied to any other director under Maryland law in transactions relating to the acquisition or potential acquisition of control;
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provisions of Maryland law creating a statutory presumption that an act of the trustees satisfies the applicable standards of conduct for trustees under Maryland law;
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provisions in loan or joint venture agreements putting the Company in default upon a change in control; and
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provisions of our compensation arrangements with our employees calling for severance compensation and vesting of equity compensation upon termination of employment upon a change in control or certain events of the employees' termination of service.
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Number of Properties
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Building Gross Square Footage
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Percentage Leased
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Rental Revenue for the Year
Ended December 31, 2019 |
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% of Company's Rental Revenue
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Experiential
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Theatres
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179
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12,161,587
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100.0
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%
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$
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267,093
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45.0
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%
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Eat & Play (1)
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51
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4,867,021
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96.2
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%
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148,883
|
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25.1
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%
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Attractions
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17
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21,205
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100.0
|
%
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42,423
|
|
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7.2
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%
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Ski
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5
|
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608,255
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|
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100.0
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%
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30,019
|
|
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5.1
|
%
|
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Experiential Lodging
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5
|
|
|
871,417
|
|
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100.0
|
%
|
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15,687
|
|
|
2.6
|
%
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Gaming (2)
|
1
|
|
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—
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—
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%
|
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12,182
|
|
|
2.1
|
%
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Cultural
|
3
|
|
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512,768
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|
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100.0
|
%
|
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5,941
|
|
|
1.0
|
%
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Fitness & Wellness
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3
|
|
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186,900
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|
100.0
|
%
|
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2,857
|
|
|
0.5
|
%
|
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Total Experiential
|
264
|
|
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19,229,153
|
|
|
99.1
|
%
|
|
$
|
525,085
|
|
|
88.6
|
%
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Education
|
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Early Childhood Education Centers
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70
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|
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1,192,025
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|
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100.0
|
%
|
|
$
|
34,025
|
|
|
5.7
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%
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Private Schools
|
15
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|
|
743,370
|
|
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100.0
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%
|
|
33,912
|
|
|
5.7
|
%
|
|
Total Education
|
85
|
|
|
1,935,395
|
|
|
100.0
|
%
|
|
$
|
67,937
|
|
|
11.4
|
%
|
|
|
|
|
|
|
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||||||
Total (3)
|
349
|
|
|
21,164,548
|
|
|
99.1
|
%
|
|
$
|
593,022
|
|
|
100.0
|
%
|
|
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Year
|
|
Number of
Properties
|
|
Square
Footage
|
|
Rental Revenue for the Year
Ended December 31, 2019
|
|
% of Company's Rental
Revenue
|
|
|||||
2020
|
|
2
|
|
|
196,471
|
|
|
$
|
4,855
|
|
|
0.8
|
%
|
|
2021
|
|
8
|
|
|
566,379
|
|
|
12,268
|
|
|
2.1
|
%
|
|
|
2022
|
|
11
|
|
|
888,588
|
|
|
23,671
|
|
|
4.0
|
%
|
|
|
2023
|
|
8
|
|
|
751,932
|
|
|
19,993
|
|
|
3.4
|
%
|
|
|
2024
|
|
14
|
|
|
1,179,682
|
|
|
29,977
|
|
|
5.1
|
%
|
|
|
2025
|
|
7
|
|
|
313,315
|
|
|
13,313
|
|
|
2.2
|
%
|
|
|
2026
|
|
10
|
|
|
539,937
|
|
|
24,136
|
|
|
4.1
|
%
|
|
|
2027
|
|
22
|
|
|
1,328,692
|
|
|
43,972
|
|
|
7.4
|
%
|
|
|
2028
|
|
16
|
|
|
1,062,189
|
|
|
28,211
|
|
|
4.8
|
%
|
|
|
2029
|
|
15
|
|
|
985,210
|
|
|
25,612
|
|
|
4.3
|
%
|
|
|
2030
|
|
20
|
|
|
1,585,448
|
|
|
27,007
|
|
|
4.5
|
%
|
|
|
2031
|
|
22
|
|
|
1,111,812
|
|
|
25,269
|
|
|
4.3
|
%
|
|
|
2032
|
|
16
|
|
|
684,032
|
|
|
17,664
|
|
|
3.0
|
%
|
|
|
2033
|
|
12
|
|
|
538,506
|
|
|
15,741
|
|
|
2.6
|
%
|
|
|
2034
|
|
36
|
|
|
2,001,009
|
|
|
48,962
|
|
|
8.3
|
%
|
|
|
2035
|
|
18
|
|
|
1,675,064
|
|
|
50,485
|
|
|
8.5
|
%
|
|
|
2036
|
|
10
|
|
|
708,953
|
|
|
23,994
|
|
|
4.0
|
%
|
|
|
2037
|
|
24
|
|
|
1,038,427
|
|
|
46,979
|
|
|
7.9
|
%
|
|
|
2038
|
|
14
|
|
|
1,126,198
|
|
|
26,035
|
|
|
4.4
|
%
|
|
|
2039
|
|
24
|
|
|
733,781
|
|
|
19,022
|
|
|
3.2
|
%
|
|
|
Thereafter
|
|
36
|
|
|
485,751
|
|
|
28,332
|
|
|
4.8
|
%
|
|
|
|
|
345
|
|
|
19,501,376
|
|
|
$
|
555,498
|
|
|
93.7
|
%
|
|
Location
|
|
Building (gross sq. ft.)
|
|
Rental Revenue for the Year Ended
December 31, 2019
|
|
% of Rental Revenue
|
||||
Texas
|
|
3,236,615
|
|
|
$
|
83,910
|
|
|
14.1
|
%
|
Florida
|
|
1,584,699
|
|
|
40,803
|
|
|
6.9
|
%
|
|
California
|
|
1,420,197
|
|
|
67,524
|
|
|
11.4
|
%
|
|
Ontario, Canada
|
|
1,172,535
|
|
|
31,875
|
|
|
5.4
|
%
|
|
Virginia
|
|
1,052,528
|
|
|
26,761
|
|
|
4.5
|
%
|
|
Illinois
|
|
984,045
|
|
|
29,106
|
|
|
4.9
|
%
|
|
Pennsylvania
|
|
977,980
|
|
|
27,109
|
|
|
4.6
|
%
|
|
Ohio
|
|
814,269
|
|
|
13,188
|
|
|
2.2
|
%
|
|
Colorado
|
|
739,011
|
|
|
18,522
|
|
|
3.1
|
%
|
|
New York
|
|
736,267
|
|
|
41,300
|
|
|
7.0
|
%
|
|
Michigan
|
|
699,275
|
|
|
15,026
|
|
|
2.5
|
%
|
|
North Carolina
|
|
667,317
|
|
|
19,283
|
|
|
3.2
|
%
|
|
Missouri
|
|
627,308
|
|
|
7,279
|
|
|
1.2
|
%
|
|
Louisiana
|
|
572,254
|
|
|
15,434
|
|
|
2.6
|
%
|
|
Kansas
|
|
512,002
|
|
|
11,815
|
|
|
2.0
|
%
|
|
Arizona
|
|
465,755
|
|
|
23,116
|
|
|
3.9
|
%
|
|
Georgia
|
|
458,422
|
|
|
11,148
|
|
|
1.9
|
%
|
|
Indiana
|
|
457,998
|
|
|
7,417
|
|
|
1.3
|
%
|
|
Tennessee
|
|
435,433
|
|
|
13,057
|
|
|
2.2
|
%
|
|
Kentucky
|
|
365,971
|
|
|
7,627
|
|
|
1.3
|
%
|
|
Maryland
|
|
340,986
|
|
|
7,701
|
|
|
1.3
|
%
|
|
Alabama
|
|
323,972
|
|
|
7,748
|
|
|
1.3
|
%
|
|
South Carolina
|
|
304,388
|
|
|
6,625
|
|
|
1.1
|
%
|
|
New Jersey
|
|
300,108
|
|
|
8,430
|
|
|
1.4
|
%
|
|
Oregon
|
|
201,532
|
|
|
4,033
|
|
|
0.7
|
%
|
|
Connecticut
|
|
185,074
|
|
|
3,668
|
|
|
0.6
|
%
|
|
Minnesota
|
|
181,764
|
|
|
5,274
|
|
|
0.9
|
%
|
|
Idaho
|
|
179,036
|
|
|
3,851
|
|
|
0.6
|
%
|
|
Arkansas
|
|
165,219
|
|
|
4,067
|
|
|
0.7
|
%
|
|
Mississippi
|
|
116,900
|
|
|
3,439
|
|
|
0.6
|
%
|
|
Massachusetts
|
|
111,166
|
|
|
956
|
|
|
0.2
|
%
|
|
Nebraska
|
|
107,402
|
|
|
2,075
|
|
|
0.3
|
%
|
|
Maine
|
|
107,000
|
|
|
1,870
|
|
|
0.3
|
%
|
|
New Hampshire
|
|
97,400
|
|
|
2,279
|
|
|
0.4
|
%
|
|
Iowa
|
|
93,755
|
|
|
1,339
|
|
|
0.2
|
%
|
|
Nevada
|
|
92,697
|
|
|
1,436
|
|
|
0.2
|
%
|
|
Oklahoma
|
|
90,737
|
|
|
6,279
|
|
|
1.1
|
%
|
|
New Mexico
|
|
71,297
|
|
|
1,862
|
|
|
0.3
|
%
|
|
Washington
|
|
47,004
|
|
|
5,083
|
|
|
0.9
|
%
|
|
Montana
|
|
44,650
|
|
|
993
|
|
|
0.2
|
%
|
|
Wisconsin
|
|
22,580
|
|
|
377
|
|
|
0.1
|
%
|
|
Hawaii
|
|
—
|
|
|
2,337
|
|
|
0.4
|
%
|
|
|
|
21,164,548
|
|
|
$
|
593,022
|
|
|
100.0
|
%
|
Total Return Analysis
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
||||||||||||
EPR Properties
|
$
|
100.00
|
|
|
$
|
108.03
|
|
|
$
|
140.06
|
|
|
$
|
135.28
|
|
|
$
|
141.70
|
|
|
$
|
165.98
|
|
MSCI U.S. REIT Index
|
$
|
100.00
|
|
|
$
|
102.52
|
|
|
$
|
111.34
|
|
|
$
|
116.98
|
|
|
$
|
111.64
|
|
|
$
|
140.48
|
|
Russell 1000 Index
|
$
|
100.00
|
|
|
$
|
100.92
|
|
|
$
|
113.08
|
|
|
$
|
137.61
|
|
|
$
|
131.02
|
|
|
$
|
172.20
|
|
Operating Statement Data
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Total revenue
|
$
|
651,969
|
|
|
$
|
639,921
|
|
|
$
|
518,320
|
|
|
$
|
451,038
|
|
|
$
|
388,111
|
|
Net income attributable to EPR Properties
|
202,243
|
|
|
266,983
|
|
|
262,968
|
|
|
224,982
|
|
|
194,532
|
|
|||||
Preferred dividend requirements
|
(24,136
|
)
|
|
(24,142
|
)
|
|
(24,293
|
)
|
|
(23,806
|
)
|
|
(23,806
|
)
|
|||||
Preferred share redemption costs
|
—
|
|
|
—
|
|
|
(4,457
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income available to common shareholders of EPR Properties
|
178,107
|
|
|
242,841
|
|
|
234,218
|
|
|
201,176
|
|
|
170,726
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common shareholders per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
1.70
|
|
|
2.66
|
|
|
2.76
|
|
|
2.62
|
|
|
2.45
|
|
|||||
Discontinued operations
|
0.62
|
|
|
0.61
|
|
|
0.53
|
|
|
0.55
|
|
|
0.49
|
|
|||||
Basic
|
2.32
|
|
|
3.27
|
|
|
3.29
|
|
|
3.17
|
|
|
2.94
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
1.70
|
|
|
2.66
|
|
|
2.76
|
|
|
2.62
|
|
|
2.44
|
|
|||||
Discontinued operations
|
0.62
|
|
|
0.61
|
|
|
0.53
|
|
|
0.55
|
|
|
0.49
|
|
|||||
Diluted
|
2.32
|
|
|
3.27
|
|
|
3.29
|
|
|
3.17
|
|
|
2.93
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares used for computation (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
76,746
|
|
|
74,292
|
|
|
71,191
|
|
|
63,381
|
|
|
58,138
|
|
|||||
Diluted
|
76,782
|
|
|
74,337
|
|
|
71,254
|
|
|
63,474
|
|
|
58,328
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
4.50
|
|
|
4.32
|
|
|
4.08
|
|
|
3.84
|
|
|
3.63
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at period end)
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
528,763
|
|
|
5,872
|
|
|
41,917
|
|
|
19,335
|
|
|
4,283
|
|
|||||
Total assets
|
6,577,511
|
|
|
6,131,390
|
|
|
6,191,493
|
|
|
4,865,022
|
|
|
4,217,270
|
|
|||||
Debt
|
3,102,830
|
|
|
2,986,054
|
|
|
3,028,827
|
|
|
2,485,625
|
|
|
1,981,920
|
|
|||||
Total liabilities
|
3,571,706
|
|
|
3,266,367
|
|
|
3,264,168
|
|
|
2,679,121
|
|
|
2,143,402
|
|
|||||
Equity
|
3,005,805
|
|
|
2,865,023
|
|
|
2,927,325
|
|
|
2,185,901
|
|
|
2,073,868
|
|
•
|
179 theatre properties;
|
•
|
55 eat & play properties (including seven theatres located in entertainment districts);
|
•
|
18 attraction properties;
|
•
|
13 ski properties;
|
•
|
six experiential lodging properties;
|
•
|
one gaming property;
|
•
|
three cultural properties; and
|
•
|
seven fitness & wellness properties.
|
•
|
72 early childhood education center properties; and
|
•
|
16 private school properties.
|
|
Year ended December 31,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Total revenue from continuing operations
|
$
|
652.0
|
|
|
$
|
639.9
|
|
|
2
|
%
|
Net income available to common shareholders per diluted share
|
2.32
|
|
|
3.27
|
|
|
(29
|
)%
|
||
FFOAA per diluted share
|
5.44
|
|
|
6.10
|
|
|
(11
|
)%
|
•
|
The effect of investment spending that occurred in 2019 and 2018;
|
•
|
The increase in lease revenue and property operating expenses related to our existing ground leases (leases in which we are a sub-lessor and lessee) and the gross-up of the tenant reimbursed expenses recognized in accordance with Accounting Standards Update ("ASU") No. 2016-02 Leases ("Topic 842"). For further information on our operating leases and the adoption of Topic 842, see Note 16 to the Consolidated Financial Statements included in this Annual Report on Form 10-K;
|
•
|
The increase in other income and other expenses primarily from the operations of the Kartrite Resort and Indoor Waterpark in Sullivan County, New York (the "Kartrite Resort");
|
•
|
Property dispositions and mortgage note payoffs that occurred in 2019 and 2018, including $71.3 million in prepayment fees received in the year ended December 31, 2018, from the payoff of two mortgage notes;
|
•
|
The increase in costs associated with loan refinancing or payoff and the increase in transaction costs;
|
•
|
The increase in termination fees included in gain on sale related to the sale of Education properties as well as additional gains on sales of real estate; and
|
•
|
The increase in common shares outstanding as a result of new issuances.
|
For the Year Ended December 31, 2019
|
||||||||||||||||||
Investment Type
|
Total Investment Spending
|
New Development
|
Re-development
|
Asset Acquisition
|
Mortgage Notes or Notes Receivable
|
Investment in Joint Ventures
|
||||||||||||
Experiential:
|
|
|
|
|
|
|
||||||||||||
Theatres
|
$
|
459,393
|
|
$
|
4,500
|
|
$
|
28,429
|
|
$
|
426,464
|
|
$
|
—
|
|
$
|
—
|
|
Eat & Play
|
76,739
|
|
51,209
|
|
6,901
|
|
1,429
|
|
17,200
|
|
—
|
|
||||||
Attractions
|
102
|
|
—
|
|
—
|
|
—
|
|
102
|
|
—
|
|
||||||
Ski
|
37,288
|
|
—
|
|
288
|
|
—
|
|
37,000
|
|
—
|
|
||||||
Experiential Lodging
|
125,170
|
|
53,130
|
|
935
|
|
—
|
|
70,000
|
|
1,105
|
|
||||||
Gaming
|
608
|
|
608
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Cultural
|
30,661
|
|
198
|
|
—
|
|
23,963
|
|
6,500
|
|
—
|
|
||||||
Fitness & Wellness
|
5,950
|
|
—
|
|
—
|
|
—
|
|
5,950
|
|
—
|
|
||||||
Total Experiential
|
735,911
|
|
109,645
|
|
36,553
|
|
451,856
|
|
136,752
|
|
1,105
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Education:
|
|
|
|
|
|
|
||||||||||||
Early Childhood Education Centers
|
18,798
|
|
2,300
|
|
1,474
|
|
5,871
|
|
9,153
|
|
—
|
|
||||||
Private Schools
|
4,914
|
|
4,914
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Public Charter Schools
|
35,068
|
|
29,953
|
|
—
|
|
—
|
|
5,115
|
|
—
|
|
||||||
Total Education
|
58,780
|
|
37,167
|
|
1,474
|
|
5,871
|
|
14,268
|
|
—
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Total Investment Spending
|
$
|
794,691
|
|
$
|
146,812
|
|
$
|
38,027
|
|
$
|
457,727
|
|
$
|
151,020
|
|
$
|
1,105
|
|
|
|
|
|
|
|
|
||||||||||||
For the Year Ended December 31, 2018
|
||||||||||||||||||
Investment Type
|
Total Investment Spending
|
New Development
|
Re-development
|
Asset Acquisition
|
Mortgage Notes or Notes Receivable
|
Investment in Joint Ventures
|
||||||||||||
Experiential:
|
|
|
|
|
|
|
||||||||||||
Theatres
|
$
|
63,797
|
|
$
|
18,354
|
|
$
|
23,025
|
|
$
|
22,418
|
|
$
|
—
|
|
$
|
—
|
|
Eat & Play
|
111,550
|
|
101,075
|
|
10,475
|
|
—
|
|
—
|
|
—
|
|
||||||
Attractions
|
5,971
|
|
4,993
|
|
—
|
|
—
|
|
978
|
|
—
|
|
||||||
Ski
|
650
|
|
—
|
|
650
|
|
—
|
|
—
|
|
—
|
|
||||||
Experiential Lodging
|
220,757
|
|
115,685
|
|
—
|
|
36,599
|
|
—
|
|
68,473
|
|
||||||
Gaming
|
13,891
|
|
13,891
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Cultural
|
50,260
|
|
—
|
|
—
|
|
50,260
|
|
—
|
|
—
|
|
||||||
Fitness & Wellness
|
18,199
|
|
—
|
|
—
|
|
7,812
|
|
10,387
|
|
—
|
|
||||||
Total Experiential
|
485,075
|
|
253,998
|
|
34,150
|
|
117,089
|
|
11,365
|
|
68,473
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Education:
|
|
|
|
|
|
|
||||||||||||
Private Schools
|
3,020
|
|
3,020
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Early Childhood Education Centers
|
28,947
|
|
9,742
|
|
—
|
|
17,691
|
|
1,514
|
|
—
|
|
||||||
Public Charter Schools
|
54,940
|
|
36,987
|
|
—
|
|
—
|
|
17,953
|
|
—
|
|
||||||
Total Education
|
86,907
|
|
49,749
|
|
—
|
|
17,691
|
|
19,467
|
|
—
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Total Investment Spending
|
$
|
571,982
|
|
$
|
303,747
|
|
$
|
34,150
|
|
$
|
134,780
|
|
$
|
30,832
|
|
$
|
68,473
|
|
•
|
On November 22, 2019, we sold 47 public charter school related assets, classified as real estate investments, mortgage notes receivable and investment in direct financing leases, for net proceeds of approximately $449.6 million. We recognized an impairment on this public charter school portfolio sale of $21.4 million that included the write-off of non-cash straight-line rent and effective interest receivables totaling $24.8 million. See Note 4 to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information related to the impairment.
|
•
|
We sold ten public charter schools pursuant to tenant purchase options for net proceeds totaling $138.5 million and recognized a combined gain on sale of $30.0 million.
|
•
|
We sold seven public charter schools (not as result of exercise of tenant purchase options) for net proceeds totaling $44.4 million and recognized a combined gain on sale of $1.9 million.
|
•
|
We received $27.6 million in proceeds representing prepayment in full on two mortgage notes receivable that were secured by two public charter school properties. In connection with the prepayment of one of these notes, we recognized a prepayment fee of $1.8 million.
|
|
|
Year Ended December 31,
|
|
Change
|
|
||||||||
|
|
2019
|
|
2018
|
|
|
|
||||||
Minimum rent (1)
|
|
$
|
544,279
|
|
|
$
|
478,087
|
|
|
$
|
66,192
|
|
|
Percentage rent (2)
|
|
14,962
|
|
|
10,663
|
|
|
4,299
|
|
|
|||
Straight-line rent (3)
|
|
10,557
|
|
|
4,703
|
|
|
5,854
|
|
|
|||
Tenant reimbursements (4)
|
|
22,864
|
|
|
15,305
|
|
|
7,559
|
|
|
|||
Other rental revenue
|
|
360
|
|
|
328
|
|
|
32
|
|
|
|||
Total Rental Revenue
|
|
$
|
593,022
|
|
|
$
|
509,086
|
|
|
$
|
83,936
|
|
|
|
|
|
|
|
|
|
|
||||||
Other income (5)
|
|
25,920
|
|
|
2,076
|
|
|
23,844
|
|
|
|||
Mortgage and other financing income (6)
|
|
33,027
|
|
|
128,759
|
|
|
(95,732
|
)
|
|
|||
Total revenue
|
|
$
|
651,969
|
|
|
$
|
639,921
|
|
|
$
|
12,048
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
||||||||
|
|
2019
|
|
2018
|
|
|
|
||||||
Property operating expense (1)
|
|
$
|
60,739
|
|
|
$
|
29,654
|
|
|
$
|
31,085
|
|
|
Other expense (2)
|
|
29,667
|
|
|
443
|
|
|
29,224
|
|
|
|||
General and administrative expense
|
|
46,371
|
|
|
48,889
|
|
|
(2,518
|
)
|
|
|||
Severance expense
|
|
2,364
|
|
|
5,938
|
|
|
(3,574
|
)
|
|
|||
Litigation settlement expense
|
|
—
|
|
|
2,090
|
|
|
(2,090
|
)
|
|
|||
Costs associated with loan refinancing or payoff (3)
|
|
38,269
|
|
|
31,958
|
|
|
6,311
|
|
|
|||
Interest expense, net (4)
|
|
142,002
|
|
|
135,870
|
|
|
6,132
|
|
|
|||
Transaction costs (5)
|
|
23,789
|
|
|
3,698
|
|
|
20,091
|
|
|
|||
Impairment charges (6)
|
|
2,206
|
|
|
27,283
|
|
|
(25,077
|
)
|
|
|||
Depreciation and amortization (7)
|
|
158,834
|
|
|
138,395
|
|
|
20,439
|
|
|
|||
Equity in (loss) income from joint ventures
|
|
(381
|
)
|
|
(22
|
)
|
|
(359
|
)
|
|
|||
Gain on sale of real estate
|
|
4,174
|
|
|
3,037
|
|
|
1,137
|
|
|
|||
Gain on sale of investment in direct financing leases (8)
|
|
—
|
|
|
5,514
|
|
|
(5,514
|
)
|
|
|||
Income tax benefit (expense) (9)
|
|
3,035
|
|
|
(2,285
|
)
|
|
5,320
|
|
|
|||
Income from discontinued operations before other items (10)
|
|
37,241
|
|
|
45,036
|
|
|
(7,795
|
)
|
|
|||
Impairment on public charter school portfolio sale (11)
|
|
(21,433
|
)
|
|
—
|
|
|
(21,433
|
)
|
|
|||
Gain on sale of real estate from discontinued operations (12)
|
|
31,879
|
|
|
—
|
|
|
31,879
|
|
|
|||
Preferred dividend requirements
|
|
(24,136
|
)
|
|
(24,142
|
)
|
|
6
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
||||||||
|
|
2018
|
|
2017
|
|
|
|
||||||
Minimum rent (1)
|
|
$
|
478,087
|
|
|
$
|
419,906
|
|
|
$
|
58,181
|
|
|
Percentage rent
|
|
10,663
|
|
|
7,815
|
|
|
2,848
|
|
|
|||
Straight-line rent (2)
|
|
4,703
|
|
|
(2,386
|
)
|
|
7,089
|
|
|
|||
Tenant reimbursements
|
|
15,305
|
|
|
15,518
|
|
|
(213
|
)
|
|
|||
Other rental revenue
|
|
328
|
|
|
334
|
|
|
(6
|
)
|
|
|||
Total Rental Revenue
|
|
$
|
509,086
|
|
|
$
|
441,187
|
|
|
$
|
67,899
|
|
|
|
|
|
|
|
|
|
|
||||||
Other income
|
|
2,076
|
|
|
3,095
|
|
|
(1,019
|
)
|
|
|||
Mortgage and other financing income (3)
|
|
128,759
|
|
|
74,038
|
|
|
54,721
|
|
|
|||
Total revenue
|
|
$
|
639,921
|
|
|
$
|
518,320
|
|
|
$
|
121,601
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|
||||||||
|
|
2018
|
|
2017
|
|
|
|
||||||
Property operating expense
|
|
$
|
29,654
|
|
|
$
|
31,327
|
|
|
$
|
(1,673
|
)
|
|
Other expense
|
|
443
|
|
|
242
|
|
|
201
|
|
|
|||
General and administrative expense (1)
|
|
48,889
|
|
|
43,383
|
|
|
5,506
|
|
|
|||
Severance expense (2)
|
|
5,938
|
|
|
—
|
|
|
5,938
|
|
|
|||
Litigation settlement expense
|
|
2,090
|
|
|
—
|
|
|
2,090
|
|
|
|||
Costs associated with loan refinancing or payoff (3)
|
|
31,958
|
|
|
1,549
|
|
|
30,409
|
|
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
(977
|
)
|
|
977
|
|
|
|||
Interest expense, net
|
|
135,870
|
|
|
133,461
|
|
|
2,409
|
|
|
|||
Transaction costs
|
|
3,698
|
|
|
523
|
|
|
3,175
|
|
|
|||
Impairment charges (4)
|
|
27,283
|
|
|
1,902
|
|
|
25,381
|
|
|
|||
Depreciation and amortization (5)
|
|
138,395
|
|
|
121,357
|
|
|
17,038
|
|
|
|||
Equity in (loss) income from joint ventures
|
|
(22
|
)
|
|
72
|
|
|
(94
|
)
|
|
|||
Gain on sale of real estate (6)
|
|
3,037
|
|
|
41,942
|
|
|
(38,905
|
)
|
|
|||
Gain on sale of investment in direct financing leases (7)
|
|
5,514
|
|
|
—
|
|
|
5,514
|
|
|
|||
Income tax expense
|
|
(2,285
|
)
|
|
(2,399
|
)
|
|
114
|
|
|
|||
Income from discontinued operations before other items
|
|
45,036
|
|
|
46,093
|
|
|
(1,057
|
)
|
|
|||
Impairment charges from discontinued operations (8)
|
|
—
|
|
|
(8,293
|
)
|
|
8,293
|
|
|
|||
Preferred dividend requirements
|
|
(24,142
|
)
|
|
(24,293
|
)
|
|
151
|
|
|
|||
Preferred share redemption costs (9)
|
|
—
|
|
|
(4,457
|
)
|
|
4,457
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
439,530
|
|
|
$
|
484,328
|
|
Net cash provided (used) by investing activities
|
|
96,505
|
|
|
(96,812
|
)
|
||
Net cash used by financing activities
|
|
(23,223
|
)
|
|
(427,553
|
)
|
|
Year ended December 31,
|
|
|
|
|
||||||||||||||||||||||
Contractual Obligations
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long Term Debt Obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675,000
|
|
|
$
|
148,000
|
|
|
$
|
2,316,995
|
|
|
$
|
3,139,995
|
|
Interest on Long Term Debt Obligations
|
136,364
|
|
|
136,364
|
|
|
135,030
|
|
|
118,855
|
|
|
106,927
|
|
|
268,323
|
|
|
901,863
|
|
|||||||
Operating Lease Obligation - Corporate Office
|
856
|
|
|
884
|
|
|
967
|
|
|
967
|
|
|
967
|
|
|
1,691
|
|
|
6,332
|
|
|||||||
Operating Ground Lease Obligations (1)
|
24,085
|
|
|
24,529
|
|
|
23,961
|
|
|
23,283
|
|
|
22,871
|
|
|
243,411
|
|
|
362,140
|
|
|||||||
Total
|
$
|
161,305
|
|
|
$
|
161,777
|
|
|
$
|
159,958
|
|
|
$
|
818,105
|
|
|
$
|
278,765
|
|
|
$
|
2,830,420
|
|
|
$
|
4,410,330
|
|
•
|
Common shares outstanding of 78,462,920 multiplied by the last reported sales price of our common shares on the NYSE of $70.64 per share, or $5.5 billion;
|
•
|
Aggregate liquidation value of our Series C convertible preferred shares of $134.9 million;
|
•
|
Aggregate liquidation value of our Series E convertible preferred shares of $86.2 million;
|
•
|
Aggregate liquidation value of our Series G redeemable preferred shares of $150.0 million; and
|
•
|
Net debt of $2.6 billion.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
FFO:
|
|
|
|
|
|
||||||
Net income available to common shareholders of EPR Properties
|
$
|
178,107
|
|
|
$
|
242,841
|
|
|
$
|
234,218
|
|
Gain on sale of real estate
|
(36,053
|
)
|
|
(3,037
|
)
|
|
(41,942
|
)
|
|||
Gain on sale of investment in direct financing leases
|
—
|
|
|
(5,514
|
)
|
|
—
|
|
|||
Impairment charges
|
23,639
|
|
|
27,283
|
|
|
—
|
|
|||
Impairment of direct financing leases - residual value portion (1)
|
—
|
|
|
—
|
|
|
2,897
|
|
|||
Real estate depreciation and amortization
|
170,717
|
|
|
152,508
|
|
|
132,040
|
|
|||
Allocated share of joint venture depreciation
|
2,213
|
|
|
226
|
|
|
218
|
|
|||
FFO available to common shareholders of EPR Properties
|
$
|
338,623
|
|
|
$
|
414,307
|
|
|
$
|
327,431
|
|
|
|
|
|
|
|
||||||
FFO available to common shareholders of EPR Properties
|
$
|
338,623
|
|
|
$
|
414,307
|
|
|
$
|
327,431
|
|
Add: Preferred dividends for Series C preferred shares
|
7,754
|
|
|
7,759
|
|
|
7,763
|
|
|||
Add: Preferred dividends for Series E preferred shares
|
7,756
|
|
|
7,756
|
|
|
7,761
|
|
|||
Diluted FFO available to common shareholders of EPR Properties
|
$
|
354,133
|
|
|
$
|
429,822
|
|
|
$
|
342,955
|
|
FFOAA:
|
|
|
|
|
|
||||||
FFO available to common shareholders of EPR Properties
|
$
|
338,623
|
|
|
$
|
414,307
|
|
|
$
|
327,431
|
|
Costs associated with loan refinancing or payoff
|
38,450
|
|
|
31,958
|
|
|
1,549
|
|
|||
Transaction costs
|
23,789
|
|
|
3,698
|
|
|
523
|
|
|||
Severance expense
|
2,364
|
|
|
5,938
|
|
|
—
|
|
|||
Litigation settlement expense
|
—
|
|
|
2,090
|
|
|
—
|
|
|||
Preferred share redemption costs
|
—
|
|
|
—
|
|
|
4,457
|
|
|||
Termination fee included in gain on sale
|
24,075
|
|
|
1,864
|
|
|
20,049
|
|
|||
Impairment of direct financing leases - allowance for lease loss portion (1)
|
—
|
|
|
—
|
|
|
7,298
|
|
|||
Gain on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(977
|
)
|
|||
Gain on insurance recovery (included in other income)
|
—
|
|
|
—
|
|
|
(606
|
)
|
|||
Deferred income tax (benefit) expense
|
(4,115
|
)
|
|
573
|
|
|
812
|
|
|||
FFOAA available to common shareholders of EPR Properties
|
$
|
423,186
|
|
|
$
|
460,428
|
|
|
$
|
360,536
|
|
|
|
|
|
|
|
||||||
FFOAA available to common shareholders of EPR Properties
|
$
|
423,186
|
|
|
$
|
460,428
|
|
|
$
|
360,536
|
|
Add: Preferred dividends for Series C preferred shares
|
7,754
|
|
|
7,759
|
|
|
7,763
|
|
|||
Add: Preferred dividends for Series E preferred shares
|
7,756
|
|
|
7,756
|
|
|
7,761
|
|
|||
Diluted FFOAA available to common shareholders of EPR Properties
|
$
|
438,696
|
|
|
$
|
475,943
|
|
|
$
|
376,060
|
|
AFFO:
|
|
|
|
|
|
||||||
FFOAA available to common shareholders of EPR Properties
|
$
|
423,186
|
|
|
$
|
460,428
|
|
|
$
|
360,536
|
|
Non-real estate depreciation and amortization
|
1,045
|
|
|
922
|
|
|
906
|
|
|||
Deferred financing fees amortization
|
6,192
|
|
|
5,797
|
|
|
6,167
|
|
|||
Share-based compensation expense to management and trustees
|
13,180
|
|
|
15,111
|
|
|
14,142
|
|
|||
Amortization of above/below-market leases, net and tenant allowances
|
(343
|
)
|
|
(581
|
)
|
|
(107
|
)
|
|||
Maintenance capital expenditures (2)
|
(5,453
|
)
|
|
(2,101
|
)
|
|
(5,523
|
)
|
|||
Straight-line rental revenue, net
|
(13,552
|
)
|
|
(10,229
|
)
|
|
(4,332
|
)
|
|||
Non-cash portion of mortgage and other financing income
|
(2,411
|
)
|
|
(3,043
|
)
|
|
(3,080
|
)
|
|||
AFFO available to common shareholders of EPR Properties
|
$
|
421,844
|
|
|
$
|
466,304
|
|
|
$
|
368,709
|
|
FFO per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.41
|
|
|
$
|
5.58
|
|
|
$
|
4.60
|
|
Diluted
|
4.39
|
|
|
5.51
|
|
|
4.58
|
|
|||
FFOAA per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.51
|
|
|
$
|
6.20
|
|
|
$
|
5.06
|
|
Diluted
|
5.44
|
|
|
6.10
|
|
|
5.02
|
|
|||
Shares used for computation (in thousands):
|
|
|
|
|
|
||||||
Basic
|
76,746
|
|
|
74,292
|
|
|
71,191
|
|
|||
Diluted
|
76,782
|
|
|
74,337
|
|
|
71,254
|
|
|||
|
|
|
|
|
|
||||||
Weighted average shares outstanding-diluted EPS
|
76,782
|
|
|
74,337
|
|
|
71,254
|
|
|||
Effect of dilutive Series C preferred shares
|
2,164
|
|
|
2,114
|
|
|
2,068
|
|
|||
Adjusted weighted average shares outstanding - diluted Series C
|
78,946
|
|
|
76,451
|
|
|
73,322
|
|
|||
Effect of dilutive Series E preferred shares
|
1,631
|
|
|
1,607
|
|
|
1,586
|
|
|||
Adjusted weighted average shares outstanding - diluted Series C and Series E
|
80,577
|
|
|
78,058
|
|
|
74,908
|
|
|||
Other financial information:
|
|
|
|
|
|
||||||
Dividends per common share
|
$
|
4.50
|
|
|
$
|
4.32
|
|
|
$
|
4.08
|
|
(1)
|
Impairment charges recognized during the year ended December 31, 2017 total $10.2 million and related to our investment in direct financing leases, net, consisting of $2.9 million related to the residual value portion and $7.3 million related to the allowance for lease loss portion. See Note 7 to the Consolidated Financial Statements in this Annual Report on Form 10-K for further details.
|
(2)
|
Includes maintenance capital expenditures and certain second-generation tenant improvements and leasing commissions.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net Debt:
|
|
|
|
||||
Debt
|
$
|
3,102,830
|
|
|
$
|
2,986,054
|
|
Deferred financing costs, net
|
37,165
|
|
|
33,941
|
|
||
Cash and cash equivalents
|
(528,763
|
)
|
|
(5,872
|
)
|
||
Net Debt
|
$
|
2,611,232
|
|
|
$
|
3,014,123
|
|
|
|
|
|
||||
|
Three Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
EBITDAre and Adjusted EBITDA:
|
|
|
|
||||
Net income
|
$
|
36,297
|
|
|
$
|
54,031
|
|
Interest expense, net
|
34,907
|
|
|
33,515
|
|
||
Income tax (benefit) expense
|
(530
|
)
|
|
108
|
|
||
Depreciation and amortization
|
44,530
|
|
|
39,541
|
|
||
Gain on sale of real estate
|
(5,648
|
)
|
|
(349
|
)
|
||
Impairment charges
|
23,639
|
|
|
10,735
|
|
||
Costs associated with loan refinancing or payoff
|
43
|
|
|
—
|
|
||
Equity in loss from joint ventures
|
905
|
|
|
5
|
|
||
EBITDAre (for the quarter)
|
$
|
134,143
|
|
|
$
|
137,586
|
|
|
|
|
|
||||
Severance expense
|
423
|
|
|
5,938
|
|
||
Transaction costs
|
5,784
|
|
|
1,583
|
|
||
Prepayment fees
|
—
|
|
|
(7,391
|
)
|
||
Adjusted EBITDA (for the quarter)
|
$
|
140,350
|
|
|
$
|
137,716
|
|
|
|
|
|
||||
Adjusted EBITDA (1)
|
$
|
561,400
|
|
|
$
|
550,864
|
|
|
|
|
|
||||
Net Debt/Adjusted EBITDA Ratio
|
4.7
|
|
|
5.5
|
|
||
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Estimated
Fair Value
|
||||||||||||||||
December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675.0
|
|
|
$
|
148.0
|
|
|
$
|
2,317.0
|
|
|
$
|
3,140.0
|
|
|
$
|
3,295.5
|
|
Average interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.02
|
%
|
|
4.35
|
%
|
|
4.44
|
%
|
|
4.34
|
%
|
|
3.45
|
%
|
||||||||
Variable rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Average interest rate (as of December 31, 2019)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Estimated
Fair Value
|
||||||||||||||||
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350.0
|
|
|
$
|
625.0
|
|
|
$
|
1,940.0
|
|
|
$
|
2,915.0
|
|
|
$
|
2,908.6
|
|
Average interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
5.75
|
%
|
|
3.83
|
%
|
|
4.65
|
%
|
|
4.60
|
%
|
|
4.55
|
%
|
||||||||
Variable rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30.0
|
|
|
$
|
50.0
|
|
|
$
|
25.0
|
|
|
$
|
105.0
|
|
|
$
|
105.0
|
|
Average interest rate (as of December 31, 2018)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.50
|
%
|
|
3.48
|
%
|
|
2.50
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Audited Financial Statements
|
|
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Income and Comprehensive Income
|
|
Consolidated Statements of Changes in Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Financial Statement Schedules
|
|
|
|
Schedule II – Valuation and Qualifying Accounts
|
|
Schedule III - Real Estate and Accumulated Depreciation
|
•
|
Compared the Company’s estimated fair value of land to a range of independently developed estimates based on publicly available and comparable land sales; and
|
•
|
Compared the cost inputs used in the Company’s replacement cost analysis of building and site improvements to market data, such as data included in the industry recognized guides used for developing replacement, reproduction, and insurable value costs.
|
|
Kansas City, Missouri
|
February 25, 2020
|
EPR PROPERTIES
Consolidated Balance Sheets
(Dollars in thousands except share data)
|
|||||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Real estate investments, net of accumulated depreciation of $989,254 and $883,174 at December 31, 2019 and 2018, respectively
|
$
|
5,197,308
|
|
|
$
|
5,024,057
|
|
Land held for development
|
28,080
|
|
|
34,177
|
|
||
Property under development
|
36,756
|
|
|
287,546
|
|
||
Operating lease right-of-use assets
|
211,187
|
|
|
—
|
|
||
Mortgage notes and related accrued interest receivable
|
357,391
|
|
|
517,467
|
|
||
Investment in direct financing leases, net
|
—
|
|
|
20,558
|
|
||
Investment in joint ventures
|
34,317
|
|
|
34,486
|
|
||
Cash and cash equivalents
|
528,763
|
|
|
5,872
|
|
||
Restricted cash
|
2,677
|
|
|
12,635
|
|
||
Accounts receivable
|
86,858
|
|
|
98,369
|
|
||
Other assets
|
94,174
|
|
|
96,223
|
|
||
Total assets
|
$
|
6,577,511
|
|
|
$
|
6,131,390
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
122,939
|
|
|
$
|
168,463
|
|
Operating lease liabilities
|
235,650
|
|
|
—
|
|
||
Common dividends payable
|
29,424
|
|
|
26,765
|
|
||
Preferred dividends payable
|
6,034
|
|
|
6,034
|
|
||
Unearned rents and interest
|
74,829
|
|
|
79,051
|
|
||
Debt
|
3,102,830
|
|
|
2,986,054
|
|
||
Total liabilities
|
3,571,706
|
|
|
3,266,367
|
|
||
Equity:
|
|
|
|
||||
Common Shares, $.01 par value; 100,000,000 shares authorized; and 81,588,489 and 77,226,443 shares issued at December 31, 2019 and 2018, respectively
|
816
|
|
|
772
|
|
||
Preferred Shares, $.01 par value; 25,000,000 shares authorized:
|
|
|
|
||||
5,394,050 Series C convertible shares issued at December 31, 2019 and 2018; liquidation preference of $134,851,250
|
54
|
|
|
54
|
|
||
3,447,381 Series E convertible shares issued at December 31, 2019 and 2018; liquidation preference of $86,184,525
|
34
|
|
|
34
|
|
||
6,000,000 Series G shares issued at December 31, 2019 and 2018; liquidation preference of $150,000,000
|
60
|
|
|
60
|
|
||
Additional paid-in-capital
|
3,834,858
|
|
|
3,504,494
|
|
||
Treasury shares at cost: 3,125,569 and 2,878,587 common shares at December 31, 2019 and 2018, respectively
|
(147,435
|
)
|
|
(130,728
|
)
|
||
Accumulated other comprehensive income
|
7,275
|
|
|
12,085
|
|
||
Distributions in excess of net income
|
(689,857
|
)
|
|
(521,748
|
)
|
||
Total equity
|
$
|
3,005,805
|
|
|
$
|
2,865,023
|
|
Total liabilities and equity
|
$
|
6,577,511
|
|
|
$
|
6,131,390
|
|
EPR PROPERTIES
Consolidated Statements of Income and Comprehensive Income
(Dollars in thousands except per share data)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Rental revenue
|
$
|
593,022
|
|
|
$
|
509,086
|
|
|
$
|
441,187
|
|
Other income
|
25,920
|
|
|
2,076
|
|
|
3,095
|
|
|||
Mortgage and other financing income
|
33,027
|
|
|
128,759
|
|
|
74,038
|
|
|||
Total revenue
|
651,969
|
|
|
639,921
|
|
|
518,320
|
|
|||
Property operating expense
|
60,739
|
|
|
29,654
|
|
|
31,327
|
|
|||
Other expense
|
29,667
|
|
|
443
|
|
|
242
|
|
|||
General and administrative expense
|
46,371
|
|
|
48,889
|
|
|
43,383
|
|
|||
Severance expense
|
2,364
|
|
|
5,938
|
|
|
—
|
|
|||
Litigation settlement expense
|
—
|
|
|
2,090
|
|
|
—
|
|
|||
Costs associated with loan refinancing or payoff
|
38,269
|
|
|
31,958
|
|
|
1,549
|
|
|||
Gain on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(977
|
)
|
|||
Interest expense, net
|
142,002
|
|
|
135,870
|
|
|
133,461
|
|
|||
Transaction costs
|
23,789
|
|
|
3,698
|
|
|
523
|
|
|||
Impairment charges
|
2,206
|
|
|
27,283
|
|
|
1,902
|
|
|||
Depreciation and amortization
|
158,834
|
|
|
138,395
|
|
|
121,357
|
|
|||
Income before equity in (loss) income from joint ventures, other items and discontinued operations
|
147,728
|
|
|
215,703
|
|
|
185,553
|
|
|||
Equity in (loss) income from joint ventures
|
(381
|
)
|
|
(22
|
)
|
|
72
|
|
|||
Gain on sale of real estate
|
4,174
|
|
|
3,037
|
|
|
41,942
|
|
|||
Gain on sale of investment in a direct financing lease
|
—
|
|
|
5,514
|
|
|
—
|
|
|||
Income before income taxes
|
151,521
|
|
|
224,232
|
|
|
227,567
|
|
|||
Income tax benefit (expense)
|
3,035
|
|
|
(2,285
|
)
|
|
(2,399
|
)
|
|||
Income from continuing operations
|
$
|
154,556
|
|
|
$
|
221,947
|
|
|
$
|
225,168
|
|
Discontinued operations:
|
|
|
|
|
|
||||||
Income from discontinued operations before other items
|
37,241
|
|
|
45,036
|
|
|
46,093
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
(8,293
|
)
|
|||
Impairment on public charter school portfolio sale
|
(21,433
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of real estate from discontinued operations
|
31,879
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations
|
47,687
|
|
|
45,036
|
|
|
37,800
|
|
|||
Net income
|
202,243
|
|
|
266,983
|
|
|
262,968
|
|
|||
Preferred dividend requirements
|
(24,136
|
)
|
|
(24,142
|
)
|
|
(24,293
|
)
|
|||
Preferred share redemption costs
|
—
|
|
|
—
|
|
|
(4,457
|
)
|
|||
Net income available to common shareholders of EPR Properties
|
$
|
178,107
|
|
|
$
|
242,841
|
|
|
$
|
234,218
|
|
Net income available to common shareholders of EPR Properties per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.70
|
|
|
$
|
2.66
|
|
|
$
|
2.76
|
|
Discontinued operations
|
0.62
|
|
|
0.61
|
|
|
0.53
|
|
|||
Basic
|
$
|
2.32
|
|
|
$
|
3.27
|
|
|
$
|
3.29
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.70
|
|
|
$
|
2.66
|
|
|
$
|
2.76
|
|
Discontinued operations
|
0.62
|
|
|
0.61
|
|
|
0.53
|
|
|||
Diluted
|
$
|
2.32
|
|
|
$
|
3.27
|
|
|
$
|
3.29
|
|
Shares used for computation (in thousands):
|
|
|
|
|
|
||||||
Basic
|
76,746
|
|
|
74,292
|
|
|
71,191
|
|
|||
Diluted
|
76,782
|
|
|
74,337
|
|
|
71,254
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income
|
$
|
202,243
|
|
|
$
|
266,983
|
|
|
$
|
262,968
|
|
Foreign currency translation adjustment
|
9,253
|
|
|
(16,177
|
)
|
|
12,569
|
|
|||
Change in unrealized (loss) gain on derivatives
|
(14,063
|
)
|
|
15,779
|
|
|
(7,820
|
)
|
|||
Comprehensive income attributable to EPR Properties
|
$
|
197,433
|
|
|
$
|
266,585
|
|
|
$
|
267,717
|
|
EPR PROPERTIES
Consolidated Statements of Changes in Equity
Years Ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
|
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, 2016
|
66,263,487
|
|
|
$
|
663
|
|
|
13,849,050
|
|
|
$
|
139
|
|
|
$
|
2,677,046
|
|
|
$
|
(113,172
|
)
|
|
$
|
7,734
|
|
|
$
|
(386,509
|
)
|
|
$
|
2,185,901
|
|
Restricted share units issued to Trustees
|
19,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of nonvested shares, net of cancellations
|
296,914
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5,585
|
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
5,498
|
|
|||||||
Purchase of common shares for vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,729
|
)
|
|
—
|
|
|
—
|
|
|
(6,729
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,142
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,569
|
|
|
—
|
|
|
12,569
|
|
|||||||
Change in unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,820
|
)
|
|
—
|
|
|
(7,820
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,968
|
|
|
262,968
|
|
|||||||
Issuances of common shares
|
1,398,280
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
99,322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,336
|
|
|||||||
Issuance of common shares for acquisition
|
8,851,264
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
657,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
657,473
|
|
|||||||
Conversion of Series E Convertible Preferred shares to common shares
|
404
|
|
|
—
|
|
|
(885
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Issuance of Series G Preferred Shares
|
—
|
|
|
—
|
|
|
6,000,000
|
|
|
60
|
|
|
144,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,490
|
|
|||||||
Redemption of Series F Preferred Shares
|
—
|
|
|
—
|
|
|
(5,000,000
|
)
|
|
(50
|
)
|
|
(120,518
|
)
|
|
—
|
|
|
—
|
|
|
(4,457
|
)
|
|
(125,025
|
)
|
|||||||
Stock option exercises, net
|
29,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,595
|
|
|
(1,600
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Dividends to common shareholders ($4.08 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(291,179
|
)
|
|
(291,179
|
)
|
|||||||
Dividends to Series C preferred shareholders ($1.4375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,761
|
)
|
|
(7,761
|
)
|
|||||||
Dividends to Series E preferred shareholders ($2.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,762
|
)
|
|
(7,762
|
)
|
|||||||
Dividends to Series F preferred shareholders ($1.9553 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,051
|
)
|
|
(8,051
|
)
|
|||||||
Dividends to Series G preferred shareholders ($0.183681 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|
(719
|
)
|
|||||||
Balance at December 31, 2017
|
76,858,632
|
|
|
$
|
769
|
|
|
14,848,165
|
|
|
$
|
148
|
|
|
$
|
3,478,986
|
|
|
$
|
(121,591
|
)
|
|
$
|
12,483
|
|
|
$
|
(443,470
|
)
|
|
$
|
2,927,325
|
|
Restricted share units issued to Trustees
|
23,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of nonvested shares, net of cancellations
|
295,202
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4,588
|
|
|
(617
|
)
|
|
—
|
|
|
—
|
|
|
3,974
|
|
|||||||
Purchase of common shares for vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,156
|
)
|
|
—
|
|
|
—
|
|
|
(7,156
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,111
|
|
|||||||
Share-based compensation included in severance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,218
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,177
|
)
|
|
—
|
|
|
(16,177
|
)
|
|||||||
Change in unrealized gain on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,779
|
|
|
—
|
|
|
15,779
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266,983
|
|
|
266,983
|
|
|||||||
Issuances of common shares
|
20,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,286
|
|
|||||||
Conversion of Series E Convertible Preferred shares to common shares
|
800
|
|
|
—
|
|
|
(1,734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Conversion of Series C Convertible Preferred shares to common shares
|
1,964
|
|
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock option exercises, net
|
25,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,305
|
|
|
(1,364
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||||||
Dividends to common shareholders ($4.32 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(321,119
|
)
|
|
(321,119
|
)
|
|||||||
Dividends to Series C preferred shareholders ($1.4375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,760
|
)
|
|
(7,760
|
)
|
|||||||
Dividends to Series E preferred shareholders ($2.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,757
|
)
|
|
(7,757
|
)
|
|||||||
Dividends to Series G preferred shareholders ($1.4375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,625
|
)
|
|
(8,625
|
)
|
|||||||
Balance at December 31, 2018
|
77,226,443
|
|
|
$
|
772
|
|
|
14,841,431
|
|
|
$
|
148
|
|
|
$
|
3,504,494
|
|
|
$
|
(130,728
|
)
|
|
$
|
12,085
|
|
|
$
|
(521,748
|
)
|
|
$
|
2,865,023
|
|
Continued on next page.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPR PROPERTIES
Consolidated Statements of Changes in Equity
Years Ended December 31, 2019, 2018 and 2017
(Dollars in thousands) (continued)
|
|||||||||||||||||||||||||||||||||
|
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
|
|
|
||||||||||||||||||||||||
Continued from previous page.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018
|
77,226,443
|
|
|
$
|
772
|
|
|
14,841,431
|
|
|
$
|
148
|
|
|
$
|
3,504,494
|
|
|
$
|
(130,728
|
)
|
|
$
|
12,085
|
|
|
$
|
(521,748
|
)
|
|
$
|
2,865,023
|
|
Restricted share units issued to Trustees
|
27,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of nonvested shares, net of cancellations
|
208,755
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4,926
|
|
|
(498
|
)
|
|
—
|
|
|
—
|
|
|
4,430
|
|
|||||||
Purchase of common shares for vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,691
|
)
|
|
—
|
|
|
—
|
|
|
(9,691
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,180
|
|
|||||||
Share-based compensation included in severance expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
580
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,253
|
|
|
—
|
|
|
9,253
|
|
|||||||
Change in unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,063
|
)
|
|
—
|
|
|
(14,063
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,243
|
|
|
202,243
|
|
|||||||
Issuances of common shares
|
4,007,113
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
305,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305,934
|
|
|||||||
Stock option exercises, net
|
118,786
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
5,785
|
|
|
(6,518
|
)
|
|
—
|
|
|
—
|
|
|
(732
|
)
|
|||||||
Dividends to common shareholders ($4.50 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(346,216
|
)
|
|
(346,216
|
)
|
|||||||
Dividends to Series C preferred shareholders ($1.4375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,756
|
)
|
|
(7,756
|
)
|
|||||||
Dividends to Series E preferred shareholders ($2.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,756
|
)
|
|
(7,756
|
)
|
|||||||
Dividends to Series G preferred shareholders ($1.4375 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,624
|
)
|
|
(8,624
|
)
|
|||||||
Balance at December 31, 2019
|
81,588,489
|
|
|
$
|
816
|
|
|
14,841,431
|
|
|
$
|
148
|
|
|
$
|
3,834,858
|
|
|
$
|
(147,435
|
)
|
|
$
|
7,275
|
|
|
$
|
(689,857
|
)
|
|
$
|
3,005,805
|
|
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
202,243
|
|
|
$
|
266,983
|
|
|
$
|
262,968
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(977
|
)
|
|||
Impairment charges
|
23,639
|
|
|
27,283
|
|
|
10,195
|
|
|||
Gain on sale of real estate
|
(36,053
|
)
|
|
(3,037
|
)
|
|
(41,942
|
)
|
|||
Gain on insurance recovery
|
—
|
|
|
—
|
|
|
(606
|
)
|
|||
Deferred income tax (benefit) expense
|
(4,115
|
)
|
|
573
|
|
|
812
|
|
|||
Gain on sale of investment in a direct financing lease
|
—
|
|
|
(5,514
|
)
|
|
—
|
|
|||
Costs associated with loan refinancing or payoff
|
38,450
|
|
|
31,958
|
|
|
1,549
|
|
|||
Equity in loss (income) from joint ventures
|
381
|
|
|
22
|
|
|
(72
|
)
|
|||
Distributions from joint ventures
|
112
|
|
|
567
|
|
|
442
|
|
|||
Depreciation and amortization
|
171,763
|
|
|
153,430
|
|
|
132,946
|
|
|||
Amortization of deferred financing costs
|
6,192
|
|
|
5,797
|
|
|
6,167
|
|
|||
Amortization of above/below market leases and tenant allowances, net
|
(343
|
)
|
|
(581
|
)
|
|
(107
|
)
|
|||
Share-based compensation expense to management and trustees
|
13,180
|
|
|
15,111
|
|
|
14,142
|
|
|||
Share-based compensation expense included in severance expense
|
580
|
|
|
3,218
|
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Operating lease assets and liabilities
|
1,194
|
|
|
—
|
|
|
—
|
|
|||
Mortgage notes accrued interest receivable
|
(381
|
)
|
|
(517
|
)
|
|
467
|
|
|||
Accounts receivable
|
(1,385
|
)
|
|
(22,300
|
)
|
|
8,866
|
|
|||
Direct financing lease receivable
|
(186
|
)
|
|
(563
|
)
|
|
(1,208
|
)
|
|||
Other assets
|
(1,301
|
)
|
|
(1,055
|
)
|
|
(1,691
|
)
|
|||
Accounts payable and accrued liabilities
|
27,540
|
|
|
4,979
|
|
|
260
|
|
|||
Unearned rents and interest
|
(1,980
|
)
|
|
7,974
|
|
|
6,061
|
|
|||
Net cash provided by operating activities
|
439,530
|
|
|
484,328
|
|
|
398,272
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisition of and investments in real estate and other assets
|
(500,629
|
)
|
|
(187,460
|
)
|
|
(397,556
|
)
|
|||
Proceeds from sale of real estate
|
216,020
|
|
|
22,134
|
|
|
191,569
|
|
|||
Proceeds from sale of public charter school portfolio
|
449,555
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated joint ventures
|
(325
|
)
|
|
(29,473
|
)
|
|
—
|
|
|||
Proceeds from settlement of derivative
|
—
|
|
|
30,796
|
|
|
—
|
|
|||
Investment in mortgage notes receivable
|
(142,456
|
)
|
|
(36,105
|
)
|
|
(133,697
|
)
|
|||
Proceeds from mortgage note receivable paydown
|
217,459
|
|
|
335,168
|
|
|
21,784
|
|
|||
Investment in promissory notes receivable
|
(12,271
|
)
|
|
(7,863
|
)
|
|
(1,928
|
)
|
|||
Proceeds from promissory note receivable paydown
|
3,738
|
|
|
7,500
|
|
|
1,599
|
|
|||
Proceeds from insurance recovery
|
—
|
|
|
—
|
|
|
606
|
|
|||
Proceeds from sale of investment in direct financing leases, net
|
—
|
|
|
43,447
|
|
|
—
|
|
|||
Additions to properties under development
|
(134,586
|
)
|
|
(274,956
|
)
|
|
(384,449
|
)
|
|||
Net cash provided (used) by investing activities
|
96,505
|
|
|
(96,812
|
)
|
|
(702,072
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term debt facilities and senior unsecured notes
|
962,000
|
|
|
908,000
|
|
|
1,371,000
|
|
|||
Principal payments on debt
|
(866,735
|
)
|
|
(949,684
|
)
|
|
(823,288
|
)
|
|||
Deferred financing fees paid
|
(9,386
|
)
|
|
(8,642
|
)
|
|
(14,318
|
)
|
|||
Costs associated with loan refinancing or payoff (cash portion)
|
(36,918
|
)
|
|
(28,650
|
)
|
|
(7
|
)
|
|||
Net proceeds from issuance of common shares
|
305,556
|
|
|
956
|
|
|
99,069
|
|
|||
Net proceeds from issuance of preferred shares
|
—
|
|
|
—
|
|
|
144,490
|
|
|||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(125,025
|
)
|
|||
Impact of stock option exercises, net
|
(732
|
)
|
|
(62
|
)
|
|
(5
|
)
|
|||
Purchase of common shares for treasury for vesting
|
(9,691
|
)
|
|
(7,156
|
)
|
|
(6,729
|
)
|
|||
Dividends paid to shareholders
|
(367,317
|
)
|
|
(342,315
|
)
|
|
(311,721
|
)
|
|||
Net cash (used) provided by financing activities
|
(23,223
|
)
|
|
(427,553
|
)
|
|
333,466
|
|
|||
Effect of exchange rate changes on cash
|
121
|
|
|
(442
|
)
|
|
241
|
|
|||
Net change in cash and cash equivalents and restricted cash
|
512,933
|
|
|
(40,479
|
)
|
|
29,907
|
|
|||
Cash and cash equivalents and restricted cash at beginning of the year
|
18,507
|
|
|
58,986
|
|
|
29,079
|
|
|||
Cash and cash equivalents and restricted cash at end of the year
|
$
|
531,440
|
|
|
$
|
18,507
|
|
|
$
|
58,986
|
|
Supplemental information continued on next page.
|
|
|
|
|
|
EPR PROPERTIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
Continued from previous page.
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Reconciliation of cash and cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of the year
|
$
|
5,872
|
|
|
$
|
41,917
|
|
|
$
|
19,335
|
|
Restricted cash at beginning of the year
|
12,635
|
|
|
17,069
|
|
|
9,744
|
|
|||
Cash and cash equivalents and restricted cash at beginning of the year
|
$
|
18,507
|
|
|
$
|
58,986
|
|
|
$
|
29,079
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of the year
|
$
|
528,763
|
|
|
$
|
5,872
|
|
|
$
|
41,917
|
|
Restricted cash at end of the year
|
2,677
|
|
|
12,635
|
|
|
17,069
|
|
|||
Cash and cash equivalents and restricted cash at end of the year
|
$
|
531,440
|
|
|
$
|
18,507
|
|
|
$
|
58,986
|
|
|
|
|
|
|
|
||||||
Supplemental schedule of non-cash activity:
|
|
|
|
|
|
||||||
Transfer of property under development to real estate investments
|
$
|
354,568
|
|
|
$
|
228,572
|
|
|
$
|
408,593
|
|
Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses
|
$
|
17,590
|
|
|
$
|
18,252
|
|
|
$
|
24,062
|
|
Conversion or reclassification of mortgage notes receivable to real estate investments
|
$
|
—
|
|
|
$
|
155,185
|
|
|
$
|
9,237
|
|
Mortgage note received for sale of real estate investments
|
$
|
27,423
|
|
|
$
|
—
|
|
|
$
|
11,897
|
|
Amounts related to adoption of ASC Topic 842:
|
|
|
|
|
|
||||||
Operating lease right-of-use assets
|
$
|
229,620
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease liabilities
|
$
|
253,486
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sub-lessor straight-line receivable
|
$
|
24,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of real estate in exchange for assumption of debt at fair value
|
$
|
14,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assumption of debt
|
$
|
18,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common shares for acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
657,473
|
|
Assumption of liabilities net of accounts receivable for acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,083
|
|
Transfer of investment in direct financing lease to real estate investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,807
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
143,530
|
|
|
$
|
145,559
|
|
|
$
|
136,345
|
|
Cash paid during the year for income taxes
|
$
|
1,842
|
|
|
$
|
1,363
|
|
|
$
|
1,499
|
|
Interest cost capitalized
|
$
|
5,326
|
|
|
$
|
9,903
|
|
|
$
|
9,879
|
|
Change in accrued capital expenditures
|
$
|
(35,155
|
)
|
|
$
|
32,993
|
|
|
$
|
333
|
|
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
In-place leases, net of accumulated amortization of $10.8 million and $7.7 million, respectively
|
$
|
24,528
|
|
|
$
|
21,749
|
|
Above-market lease, net of accumulated amortization of $1.1 million and $1.0 million, respectively
|
71
|
|
|
154
|
|
||
Tradenames, net of accumulated amortization of $184 thousand and $53 thousand, respectively (1)
|
8,980
|
|
|
9,110
|
|
||
Contract value, net of accumulated amortization of $548 thousand and $183 thousand, respectively
|
10,420
|
|
|
10,785
|
|
||
Goodwill
|
693
|
|
|
693
|
|
||
Total intangible assets, net
|
$
|
44,692
|
|
|
$
|
42,491
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Below-market lease, net of accumulated amortization of $1.1 million and $0.7 million, respectively
|
$
|
8,934
|
|
|
$
|
8,100
|
|
|
In place leases
|
|
Tradenames (1)
|
|
Contract Value
|
|
Above-market lease
|
|
Below-market lease
|
||||||||||
Year:
|
|
|
|
|
|
|
|
|
|
||||||||||
2020
|
$
|
3,348
|
|
|
$
|
133
|
|
|
$
|
365
|
|
|
$
|
20
|
|
|
$
|
(503
|
)
|
2021
|
2,959
|
|
|
133
|
|
|
365
|
|
|
10
|
|
|
(473
|
)
|
|||||
2022
|
2,334
|
|
|
133
|
|
|
365
|
|
|
6
|
|
|
(438
|
)
|
|||||
2023
|
2,305
|
|
|
133
|
|
|
365
|
|
|
6
|
|
|
(415
|
)
|
|||||
2024
|
2,247
|
|
|
133
|
|
|
365
|
|
|
6
|
|
|
(400
|
)
|
|||||
Thereafter
|
11,335
|
|
|
2,960
|
|
|
8,595
|
|
|
23
|
|
|
(6,705
|
)
|
|||||
Total
|
$
|
24,528
|
|
|
$
|
3,625
|
|
|
$
|
10,420
|
|
|
$
|
71
|
|
|
$
|
(8,934
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average amortization period (years)
|
11.9
|
|
|
28.2
|
|
|
28.5
|
|
|
6.9
|
|
|
30.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Excludes $5.4 million in tradenames with indefinite lives.
|
|
2019
|
|
2018
|
||||
Fixed assets
|
$
|
14,462
|
|
|
$
|
12,948
|
|
Net operating losses
|
1,656
|
|
|
359
|
|
||
Start-up costs
|
2,768
|
|
|
347
|
|
||
Other
|
367
|
|
|
457
|
|
||
Total deferred tax assets
|
$
|
19,253
|
|
|
$
|
14,111
|
|
|
|
|
|
||||
Capital improvements
|
$
|
(2,765
|
)
|
|
$
|
(2,079
|
)
|
Straight-line receivable
|
(1,097
|
)
|
|
(1,271
|
)
|
||
Other
|
(1
|
)
|
|
(1
|
)
|
||
Total deferred tax liabilities
|
$
|
(3,863
|
)
|
|
$
|
(3,351
|
)
|
|
|
|
|
||||
Net deferred tax asset
|
$
|
15,390
|
|
|
$
|
10,760
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current TRS income tax
|
$
|
376
|
|
|
$
|
(221
|
)
|
|
$
|
(163
|
)
|
Current state income tax expense
|
(405
|
)
|
|
(422
|
)
|
|
(360
|
)
|
|||
Current foreign income tax
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||
Current foreign withholding tax
|
(1,051
|
)
|
|
(1,069
|
)
|
|
(1,071
|
)
|
|||
Deferred TRS income tax benefit
|
3,719
|
|
|
319
|
|
|
137
|
|
|||
Deferred foreign withholding tax
|
—
|
|
|
—
|
|
|
43
|
|
|||
Deferred income tax benefit (expense)
|
396
|
|
|
(892
|
)
|
|
(949
|
)
|
|||
Income tax benefit (expense)
|
$
|
3,035
|
|
|
$
|
(2,285
|
)
|
|
$
|
(2,399
|
)
|
|
Year ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Total Revenue
|
% of Company's Total Revenue
|
|
Total Revenue
|
% of Company's Total Revenue
|
|
Total Revenue
|
% of Company's Total Revenue
|
|||||||||
AMC
|
$
|
123,792
|
|
17.6
|
%
|
|
$
|
115,805
|
|
16.5
|
%
|
|
$
|
114,374
|
|
19.9
|
%
|
Topgolf
|
78,962
|
|
11.2
|
%
|
|
64,459
|
|
9.2
|
%
|
|
53,369
|
|
9.3
|
%
|
|||
Regal
|
75,784
|
|
10.8
|
%
|
|
57,614
|
|
8.2
|
%
|
|
49,433
|
|
8.6
|
%
|
|
2019
|
|
2018
|
||||
Buildings and improvements
|
$
|
4,747,101
|
|
|
$
|
4,593,159
|
|
Furniture, fixtures & equipment
|
123,239
|
|
|
97,463
|
|
||
Land
|
1,290,181
|
|
|
1,190,568
|
|
||
Leasehold interests
|
26,041
|
|
|
26,041
|
|
||
|
6,186,562
|
|
|
5,907,231
|
|
||
Accumulated depreciation
|
(989,254
|
)
|
|
(883,174
|
)
|
||
Total
|
$
|
5,197,308
|
|
|
$
|
5,024,057
|
|
•
|
On November 22, 2019, the Company sold 47 public charter school related assets, classified as real estate investments, mortgage notes receivable and investment in direct financing leases, for net proceeds of approximately $449.6 million. The Company recognized an impairment on this public charter school portfolio sale of $21.4 million that included the write-off of non-cash straight-line rent and effective interest receivables totaling $24.8 million. See Note 4 for additional information related to the impairment.
|
•
|
The Company sold ten public charter schools pursuant to tenant purchase options for net proceeds totaling $138.5 million and recognized a combined gain on sale of $30.0 million.
|
•
|
The Company sold seven public charter schools (not as result of exercise of tenant purchase options) for net proceeds totaling $44.4 million and recognized a combined gain on sale of $1.9 million.
|
•
|
See Note 6 for details on repayments of mortgage notes receivable secured by public charter school properties during 2019.
|
|
2019
|
|
2018
|
||||
Receivable from tenants
|
$
|
11,373
|
|
|
$
|
12,158
|
|
Receivable from non-tenants
|
2,103
|
|
|
1,379
|
|
||
Receivable from Sullivan County Infrastructure Revenue Bonds
|
—
|
|
|
11,500
|
|
||
Straight-line rent receivable (1)
|
73,382
|
|
|
73,332
|
|
||
Total
|
$
|
86,858
|
|
|
$
|
98,369
|
|
Description
|
Interest Rate
|
Payoff Date/Maturity Date
|
Periodic Payment Terms
|
Outstanding principal amount of mortgage
|
Carrying amount as of
December 31, |
||||||||
|
|
|
|
|
2019
|
2018
|
|||||||
Three attraction properties Kansas City, Kansas, New Braunfels, Texas and South Padre Island, Texas (1)
|
7.00% and 10.00%
|
|
7/1/2019
|
Paid in full
|
—
|
|
—
|
|
179,846
|
|
|||
Public charter school property Jersey City, New Jersey (2)
|
10.00
|
%
|
7/10/2019
|
Prepaid in full
|
—
|
|
—
|
|
15,652
|
|
|||
Public charter school property Vineland, New Jersey (3)
|
9.95
|
%
|
11/1/2019
|
Prepaid in full
|
—
|
|
—
|
|
9,839
|
|
|||
Eight public charter school properties Indiana, Ohio, South Carolina and Pennsylvania (4)
|
7.00
|
%
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
54,535
|
|
|||
Public charter school property St. Paul, Minnesota (4)
|
8.93% to 9.38%
|
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
8,835
|
|
|||
Public charter school property Millville, New Jersey (4)
|
10.35
|
%
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
6,383
|
|
|||
Public charter school property Roswell, Georgia (4)
|
9.10
|
%
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
4,165
|
|
|||
Public charter school property Atlanta, Georgia (4)
|
8.84
|
%
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
4,236
|
|
|||
Public charter school property Bronx, New York (4)
|
8.75
|
%
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
23,718
|
|
|||
Public charter school property Colorado Springs, Colorado (4)
|
9.02
|
%
|
11/22/2019
|
(4)
|
—
|
|
—
|
|
14,325
|
|
|||
Attraction property Powells Point, North Carolina
|
7.75
|
%
|
6/30/2025
|
Interest only
|
27,423
|
|
27,423
|
|
—
|
|
|||
Fitness & wellness property Omaha, Nebraska
|
7.85
|
%
|
12/28/2026
|
Interest only
|
5,766
|
|
5,803
|
|
5,803
|
|
|||
Fitness & wellness property Omaha, Nebraska
|
7.85
|
%
|
1/3/2027
|
Interest only
|
10,905
|
|
10,977
|
|
10,977
|
|
|||
Fitness & wellness property Merriam, Kansas
|
7.55
|
%
|
7/31/2029
|
Interest only
|
5,950
|
|
5,985
|
|
—
|
|
|||
Ski property Girdwood, Alaska
|
8.25
|
%
|
12/31/2029
|
Interest only
|
37,000
|
|
37,000
|
|
—
|
|
|||
Experiential lodging property Nashville, Tennessee
|
6.99
|
%
|
9/30/2031
|
Interest only
|
70,000
|
|
70,396
|
|
—
|
|
|||
Eat & play property Austin, Texas
|
11.31
|
%
|
6/1/2033
|
Principal & Interest-fully amortizing
|
11,582
|
|
11,582
|
|
11,934
|
|
|||
Ski property West Dover and Wilmington, Vermont
|
11.61
|
%
|
12/1/2034
|
Interest only
|
51,050
|
|
51,050
|
|
51,050
|
|
|||
Four ski properties Ohio and Pennsylvania
|
10.75
|
%
|
12/1/2034
|
Interest only
|
37,562
|
|
37,562
|
|
37,562
|
|
|||
Ski property Chesterland, Ohio
|
11.21
|
%
|
12/1/2034
|
Interest only
|
4,550
|
|
4,550
|
|
4,550
|
|
|||
Ski property Hunter, New York
|
8.43
|
%
|
1/5/2036
|
Interest only
|
21,000
|
|
21,000
|
|
21,000
|
|
|||
Eat & play property Midvale, Utah
|
10.25
|
%
|
5/31/2036
|
Interest only
|
17,505
|
|
17,505
|
|
17,505
|
|
|||
Eat & play property West Chester, Ohio
|
9.75
|
%
|
8/1/2036
|
Interest only
|
18,068
|
|
18,068
|
|
18,068
|
|
|||
Private school property Mableton, Georgia
|
8.84
|
%
|
4/30/2037
|
Interest only
|
4,674
|
|
5,048
|
|
4,952
|
|
|||
Fitness & wellness property Fort Collins, Colorado
|
7.85
|
%
|
1/31/2038
|
Interest only
|
10,292
|
|
10,360
|
|
10,360
|
|
|||
Early childhood education center Lake Mary, Florida
|
7.75
|
%
|
5/9/2039
|
Interest only
|
4,200
|
|
4,258
|
|
—
|
|
|||
Eat & play property Eugene, Oregon
|
8.125
|
%
|
6/17/2039
|
Interest only
|
14,700
|
|
14,800
|
|
—
|
|
|||
Early childhood education center Lithia, Florida
|
8.25
|
%
|
10/31/2039
|
Interest only
|
3,956
|
|
4,024
|
|
2,172
|
|
|||
|
|
|
|
$
|
356,183
|
|
$
|
357,391
|
|
$
|
517,467
|
|
|
2018
|
||
Total minimum lease payments receivable
|
$
|
36,352
|
|
Estimated unguaranteed residual value of leased assets
|
16,509
|
|
|
Less deferred income (1)
|
(32,303
|
)
|
|
Investment in direct financing leases, net
|
$
|
20,558
|
|
|
|
|
2019
|
|
2018
|
||||
Senior unsecured notes payable, 5.75%, prepaid in full during the three months ended September 30, 2019 (1)
|
$
|
—
|
|
|
$
|
350,000
|
|
Unsecured revolving variable rate credit facility, LIBOR + 1.00%, due February 27, 2022 (2)
|
—
|
|
|
30,000
|
|
||
Unsecured term loan payable, LIBOR + 1.10%, $350,000 fixed at 3.15% and $50,000 fixed at 3.35% through February 7, 2022, due February 27, 2023 (2)
|
400,000
|
|
|
400,000
|
|
||
Senior unsecured notes payable, 5.25%, due July 15, 2023 (3)
|
275,000
|
|
|
275,000
|
|
||
Senior unsecured notes payable, 4.35%, due August 22, 2024 (4)
|
148,000
|
|
|
148,000
|
|
||
Senior unsecured notes payable, 4.50%, due April 1, 2025 (3)
|
300,000
|
|
|
300,000
|
|
||
Senior unsecured notes payable, 4.56%, due August 22, 2026 (4)
|
192,000
|
|
|
192,000
|
|
||
Senior unsecured notes payable, 4.75%, due December 15, 2026 (3)
|
450,000
|
|
|
450,000
|
|
||
Senior unsecured notes payable, 4.50%, due June 1, 2027 (3)
|
450,000
|
|
|
450,000
|
|
||
Senior unsecured notes payable, 4.95%, due April 15, 2028 (3) (5)
|
400,000
|
|
|
400,000
|
|
||
Senior unsecured notes payable, 3.75%, due August 15, 2029 (3) (6)
|
500,000
|
|
|
—
|
|
||
Bonds payable, variable rate, fixed at 1.39% through September 30, 2024, due August 1, 2047
|
24,995
|
|
|
24,995
|
|
||
Less: deferred financing costs, net
|
(37,165
|
)
|
|
(33,941
|
)
|
||
Total
|
$
|
3,102,830
|
|
|
$
|
2,986,054
|
|
|
Amount
|
||
Year:
|
|
||
2020
|
$
|
—
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
675,000
|
|
|
2024
|
148,000
|
|
|
Thereafter
|
2,316,995
|
|
|
Less: deferred financing costs, net
|
(37,165
|
)
|
|
Total
|
$
|
3,102,830
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest on loans
|
$
|
140,697
|
|
|
$
|
137,570
|
|
|
$
|
135,023
|
|
Amortization of deferred financing costs
|
6,192
|
|
|
5,797
|
|
|
6,167
|
|
|||
Credit facility and letter of credit fees
|
2,265
|
|
|
2,411
|
|
|
2,005
|
|
|||
Interest cost capitalized
|
(4,975
|
)
|
|
(9,541
|
)
|
|
(9,542
|
)
|
|||
Interest income
|
(2,177
|
)
|
|
(367
|
)
|
|
(192
|
)
|
|||
Interest expense, net
|
$
|
142,002
|
|
|
$
|
135,870
|
|
|
$
|
133,461
|
|
Fixed rate
|
|
Notional Amount (in millions)
|
|
Index
|
|
Maturity
|
||
3.1450%
|
|
$
|
116.7
|
|
|
USD LIBOR
|
|
February 7, 2022
|
3.1575%
|
|
116.7
|
|
|
USD LIBOR
|
|
February 7, 2022
|
|
3.1580%
|
|
116.6
|
|
|
USD LIBOR
|
|
February 7, 2022
|
|
3.3450%
|
|
50.0
|
|
|
USD LIBOR
|
|
February 7, 2022
|
|
Total
|
|
$
|
400.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||
1.3925%
|
|
25.0
|
|
|
USD LIBOR
|
|
September 30, 2024
|
|
Total
|
|
$
|
25.0
|
|
|
|
|
|
Fixed rate
|
|
Notional Amount (in millions, CAD)
|
|
Maturity
|
||
$1.32 CAD per USD
|
|
$
|
100.0
|
|
|
July 1, 2023
|
$1.32 CAD per USD
|
|
100.0
|
|
|
July 1, 2023
|
|
Total
|
|
$
|
200.0
|
|
|
|
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and Income and Comprehensive Income for the
Years Ended December 31, 2019, 2018 and 2017
(Dollars in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
Description
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flow Hedges
|
|
|
|
|
|
||||||
Interest Rate Swaps
|
|
|
|
|
|
||||||
Amount of (Loss) Gain Recognized in AOCI on Derivative
|
$
|
(7,476
|
)
|
|
$
|
3,172
|
|
|
$
|
2,479
|
|
Amount of Income (Expense) Reclassified from AOCI into Earnings (1)
|
1,138
|
|
|
1,324
|
|
|
(2,498
|
)
|
|||
Cross Currency Swaps
|
|
|
|
|
|
||||||
Amount of (Loss) Gain Recognized in AOCI on Derivative
|
(450
|
)
|
|
1,689
|
|
|
(793
|
)
|
|||
Amount of Income Reclassified from AOCI into Earnings (2)
|
545
|
|
|
1,426
|
|
|
2,457
|
|
|||
Net Investment Hedges
|
|
|
|
|
|
||||||
Cross Currency Swaps
|
|
|
|
|
|
||||||
Amount of (Loss) Gain Recognized in AOCI on Derivative
|
(4,454
|
)
|
|
5,108
|
|
|
—
|
|
|||
Amount of Income Recognized in Earnings (2) (3)
|
556
|
|
|
271
|
|
|
—
|
|
|||
Currency Forward Agreements
|
|
|
|
|
|
||||||
Amount of Gain (Loss) Recognized in AOCI on Derivative
|
—
|
|
|
8,560
|
|
|
(9,547
|
)
|
|||
Total
|
|
|
|
|
|
||||||
Amount of (Loss) Gain Recognized in AOCI on Derivative
|
$
|
(12,380
|
)
|
|
$
|
18,529
|
|
|
$
|
(7,861
|
)
|
Amount of Income (Expense) Reclassified from AOCI into Earnings
|
1,683
|
|
|
2,750
|
|
|
(41
|
)
|
|||
Amount of Income Recognized in Earnings
|
556
|
|
|
271
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Interest expense, net in accompanying consolidated statements of income and comprehensive income
|
142,002
|
|
|
135,870
|
|
|
133,461
|
|
|||
Other income in accompanying consolidated statements of income and comprehensive income
|
25,920
|
|
|
2,076
|
|
|
3,095
|
|
(1)
|
Included in “Interest expense, net” in accompanying consolidated statements of income and comprehensive income.
|
(2)
|
Included in "Other income" in the accompanying consolidated statements of income and comprehensive income.
|
(3)
|
Amounts represent derivative gains excluded from the effectiveness testing.
|
Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2019 and 2018
(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 |
||||||||
2019:
|
|
|
|
|
|
|
|
||||||||
Cross Currency Swaps*
|
$
|
—
|
|
|
$
|
828
|
|
|
$
|
—
|
|
|
$
|
828
|
|
Interest Rate Swap Agreements*
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
—
|
|
|
$
|
225
|
|
Interest Rate Swap Agreements**
|
$
|
—
|
|
|
$
|
(4,495
|
)
|
|
$
|
—
|
|
|
$
|
(4,495
|
)
|
2018:
|
|
|
|
|
|
|
|
||||||||
Cross Currency Swaps*
|
$
|
—
|
|
|
$
|
6,278
|
|
|
$
|
—
|
|
|
$
|
6,278
|
|
Interest Rate Swap Agreements*
|
$
|
—
|
|
|
$
|
4,344
|
|
|
$
|
—
|
|
|
$
|
4,344
|
|
|
Cash Distributions Per Share
|
||||||
|
2019
|
|
2018
|
||||
Taxable ordinary income (1)
|
$
|
2.7411
|
|
|
$
|
4.1253
|
|
Return of capital
|
1.3966
|
|
|
—
|
|
||
Long-term capital gain (2)
|
0.3473
|
|
|
0.1747
|
|
||
Totals
|
$
|
4.4850
|
|
|
$
|
4.3000
|
|
|
Cash Distributions per Share
|
||||||
|
2019
|
|
2018
|
||||
Taxable ordinary income (1)
|
$
|
1.2758
|
|
|
$
|
1.3791
|
|
Return of capital
|
—
|
|
|
—
|
|
||
Long-term capital gain (2)
|
0.1617
|
|
|
0.0584
|
|
||
Totals
|
$
|
1.4375
|
|
|
$
|
1.4375
|
|
|
Non-cash Distributions per Share
|
||||||
|
2019
|
|
2018
|
||||
Taxable ordinary income (3)
|
$
|
0.1050
|
|
|
$
|
0.5953
|
|
Return of capital
|
0.5639
|
|
|
—
|
|
||
Long-term capital gain (4)
|
0.0133
|
|
|
0.0252
|
|
||
Totals
|
$
|
0.6822
|
|
|
$
|
0.6205
|
|
|
Cash Distributions per Share
|
||||||
|
2019
|
|
2018
|
||||
Taxable ordinary income (1)
|
$
|
1.9970
|
|
|
$
|
2.1586
|
|
Return of capital
|
—
|
|
|
—
|
|
||
Long-term capital gain (2)
|
0.2530
|
|
|
0.0914
|
|
||
Totals
|
$
|
2.2500
|
|
|
$
|
2.2500
|
|
|
Non-cash Distributions per Share
|
||||||
|
2019
|
|
2018
|
||||
Taxable ordinary income (3)
|
$
|
—
|
|
|
$
|
0.5092
|
|
Return of capital
|
0.6024
|
|
|
—
|
|
||
Long-term capital gain (4)
|
—
|
|
|
0.0216
|
|
||
Totals
|
$
|
0.6024
|
|
|
$
|
0.5308
|
|
|
Cash Distributions per Share
|
|||||||
|
2019
|
|
2018
|
|
||||
Taxable ordinary income (1)
|
$
|
1.2758
|
|
|
$
|
1.2105
|
|
|
Return of capital
|
—
|
|
|
—
|
|
|
||
Long-term capital gain (2)
|
0.1617
|
|
|
0.0513
|
|
|
||
Totals
|
$
|
1.4375
|
|
|
$
|
1.2618
|
|
|
|
Year Ended December 31, 2019
|
|||||||||
|
Income
(numerator)
|
|
Shares
(denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS:
|
|
|
|
|
|
|||||
Income from continuing operations
|
$
|
154,556
|
|
|
|
|
|
|||
Less: preferred dividend requirements
|
(24,136
|
)
|
|
|
|
|
||||
Income from continuing operations available to common shareholders
|
$
|
130,420
|
|
|
76,746
|
|
|
$
|
1.70
|
|
Income from discontinued operations available to common shareholders
|
$
|
47,687
|
|
|
76,746
|
|
|
$
|
0.62
|
|
Net income available to common shareholders
|
$
|
178,107
|
|
|
76,746
|
|
|
$
|
2.32
|
|
Diluted EPS:
|
|
|
|
|
|
|||||
Income from continuing operations available to common shareholders
|
$
|
130,420
|
|
|
76,746
|
|
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Share options
|
—
|
|
|
36
|
|
|
|
|||
Income from continuing operations available to common shareholders
|
$
|
130,420
|
|
|
76,782
|
|
|
$
|
1.70
|
|
Income from discontinued operations available to common shareholders
|
$
|
47,687
|
|
|
76,782
|
|
|
$
|
0.62
|
|
Net income available to common shareholders
|
$
|
178,107
|
|
|
76,782
|
|
|
$
|
2.32
|
|
|
Year Ended December 31, 2018
|
|||||||||
|
Income
(numerator)
|
|
Shares
(denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS:
|
|
|
|
|
|
|||||
Income from continuing operations
|
$
|
221,947
|
|
|
|
|
|
|||
Less: preferred dividend requirements
|
(24,142
|
)
|
|
|
|
|
||||
Income from continuing operations available to common shareholders
|
$
|
197,805
|
|
|
74,292
|
|
|
$
|
2.66
|
|
Income from discontinued operations available to common shareholders
|
$
|
45,036
|
|
|
74,292
|
|
|
$
|
0.61
|
|
Net income available to common shareholders
|
$
|
242,841
|
|
|
74,292
|
|
|
$
|
3.27
|
|
Diluted EPS:
|
|
|
|
|
|
|||||
Income from continuing operations available to common shareholders
|
$
|
197,805
|
|
|
74,292
|
|
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Share options
|
—
|
|
|
45
|
|
|
|
|||
Income from continuing operations available to common shareholders
|
$
|
197,805
|
|
|
74,337
|
|
|
$
|
2.66
|
|
Income from discontinued operations available to common shareholders
|
$
|
45,036
|
|
|
74,337
|
|
|
$
|
0.61
|
|
Net income available to common shareholders
|
$
|
242,841
|
|
|
74,337
|
|
|
$
|
3.27
|
|
|
Year Ended December 31, 2017
|
|||||||||
|
Income
(numerator)
|
|
Shares
(denominator)
|
|
Per Share
Amount
|
|||||
Basic EPS:
|
|
|
|
|
|
|||||
Income from continuing operations
|
$
|
225,168
|
|
|
|
|
|
|||
Less: preferred dividend requirements and redemption costs
|
(28,750
|
)
|
|
|
|
|
||||
Income from continuing operations available to common shareholders
|
$
|
196,418
|
|
|
71,191
|
|
|
$
|
2.76
|
|
Income from discontinued operations available to common shareholders
|
$
|
37,800
|
|
|
71,191
|
|
|
$
|
0.53
|
|
Net income available to common shareholders
|
$
|
234,218
|
|
|
71,191
|
|
|
$
|
3.29
|
|
Diluted EPS:
|
|
|
|
|
|
|||||
Income from continuing operations available to common shareholders
|
$
|
196,418
|
|
|
71,191
|
|
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Share options
|
—
|
|
|
63
|
|
|
|
|||
Income from continuing operations available to common shareholders
|
$
|
196,418
|
|
|
71,254
|
|
|
$
|
2.76
|
|
Income from discontinued operations available to common shareholders
|
$
|
37,800
|
|
|
71,254
|
|
|
$
|
0.53
|
|
Net income available to common shareholders
|
$
|
234,218
|
|
|
71,254
|
|
|
$
|
3.29
|
|
|
Number of
shares
|
|
Option price
per share
|
|
Weighted avg.
exercise price
|
||||||||||||
Outstanding at December 31, 2016
|
285,986
|
|
|
$
|
19.02
|
|
|
—
|
|
|
$
|
61.79
|
|
|
$
|
51.93
|
|
Exercised
|
(29,253
|
)
|
|
46.86
|
|
|
—
|
|
|
61.79
|
|
|
54.54
|
|
|||
Granted
|
2,215
|
|
|
76.63
|
|
|
—
|
|
|
76.63
|
|
|
76.63
|
|
|||
Forfeited/Expired
|
(1,342
|
)
|
|
51.64
|
|
|
—
|
|
|
61.79
|
|
|
59.52
|
|
|||
Outstanding at December 31, 2017
|
257,606
|
|
|
$
|
19.02
|
|
|
—
|
|
|
$
|
76.63
|
|
|
$
|
51.81
|
|
Exercised
|
(25,721
|
)
|
|
45.20
|
|
|
—
|
|
|
61.79
|
|
|
50.68
|
|
|||
Granted
|
3,835
|
|
|
56.94
|
|
|
—
|
|
|
56.94
|
|
|
56.94
|
|
|||
Forfeited/Expired
|
(845
|
)
|
|
51.64
|
|
|
—
|
|
|
61.79
|
|
|
61.12
|
|
|||
Outstanding at December 31, 2018
|
234,875
|
|
|
$
|
19.02
|
|
|
—
|
|
|
$
|
76.63
|
|
|
$
|
51.98
|
|
Exercised
|
(118,786
|
)
|
|
19.02
|
|
|
—
|
|
|
61.79
|
|
|
48.71
|
|
|||
Granted
|
1,941
|
|
|
73.84
|
|
|
—
|
|
|
73.84
|
|
|
73.84
|
|
|||
Outstanding at December 31, 2019
|
118,030
|
|
|
$
|
44.62
|
|
|
—
|
|
|
$
|
76.63
|
|
|
$
|
55.63
|
|
|
Amount
|
||
Year:
|
|
||
2020
|
$
|
9
|
|
2021
|
5
|
|
|
2022
|
2
|
|
|
Total
|
$
|
16
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||||||||||
Exercise price range
|
|
Options
outstanding
|
|
Weighted avg.
life remaining
|
|
Weighted avg.
exercise price
|
|
Aggregate intrinsic
value (in thousands)
|
|
Options outstanding
|
|
Weighted avg.
life remaining |
|
Weighted avg.
exercise price |
|
Aggregate intrinsic
value (in thousands) |
||||||||||
44.62 - 49.99
|
|
31,445
|
|
|
2.1
|
|
|
|
|
|
31,445
|
|
|
2.1
|
|
|
|
|
||||||||
50.00 - 59.99
|
|
31,710
|
|
|
4.5
|
|
|
|
|
|
28,834
|
|
|
4.1
|
|
|
|
|
||||||||
60.00 - 69.99
|
|
50,719
|
|
|
5.1
|
|
|
|
|
|
50,719
|
|
|
5.1
|
|
|
|
|
||||||||
70.00 - 76.63
|
|
4,156
|
|
|
8.1
|
|
|
|
|
|
1,108
|
|
|
7.1
|
|
|
|
|
||||||||
|
|
118,030
|
|
|
4.3
|
|
$
|
55.63
|
|
|
$
|
1,791
|
|
|
112,106
|
|
|
4.0
|
|
$
|
55.08
|
|
|
$
|
1,751
|
|
|
Number of
shares
|
|
Weighted avg.
grant date
fair value
|
|
Weighted avg.
life remaining
|
|||
Outstanding at December 31, 2018
|
655,056
|
|
|
$
|
64.16
|
|
|
|
Granted
|
208,755
|
|
|
74.13
|
|
|
|
|
Vested
|
(346,145
|
)
|
|
64.66
|
|
|
|
|
Forfeited
|
(8,328
|
)
|
|
66.38
|
|
|
|
|
Outstanding at December 31, 2019
|
509,338
|
|
|
$
|
67.88
|
|
|
0.86
|
|
Amount
|
||
Year:
|
|
||
2020
|
$
|
8,187
|
|
2021
|
5,243
|
|
|
2022
|
1,873
|
|
|
Total
|
$
|
15,303
|
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Life
Remaining
|
|||
Outstanding at December 31, 2018
|
23,571
|
|
|
$
|
61.25
|
|
|
|
Granted
|
27,392
|
|
|
77.19
|
|
|
|
|
Vested
|
(24,727
|
)
|
|
61.62
|
|
|
|
|
Outstanding at December 31, 2019
|
26,236
|
|
|
$
|
77.54
|
|
|
0.42
|
|
December 31, 2019
|
|
|
December 31, 2018 (2)
|
||||||||||
|
Operating leases
|
Sub-lessor operating ground leases
|
|
|
|
Operating leases
|
||||||||
|
Amount (1)
|
Amount (1)
|
Total
|
|
|
Amount (1)
|
||||||||
Year:
|
|
|
|
|
Year:
|
|
||||||||
2020
|
$
|
525,809
|
|
$
|
23,468
|
|
$
|
549,277
|
|
|
2019
|
$
|
520,139
|
|
2021
|
518,590
|
|
23,863
|
|
542,453
|
|
|
2020
|
503,344
|
|
||||
2022
|
504,119
|
|
23,291
|
|
527,410
|
|
|
2021
|
492,165
|
|
||||
2023
|
474,889
|
|
22,609
|
|
497,498
|
|
|
2022
|
477,671
|
|
||||
2024
|
453,043
|
|
22,196
|
|
475,239
|
|
|
2023
|
449,686
|
|
||||
Thereafter
|
3,707,326
|
|
226,150
|
|
3,933,476
|
|
|
Thereafter
|
3,953,717
|
|
||||
Total
|
$
|
6,183,776
|
|
$
|
341,577
|
|
$
|
6,525,353
|
|
|
Total
|
$
|
6,396,722
|
|
|
December 31, 2019
|
|
|
December 31, 2018 (3)
|
||||||||||
|
Ground Leases (1)
|
Office lease (2)
|
|
|
Ground Leases
|
Office lease (2)
|
||||||||
Year:
|
|
|
|
Year:
|
|
|
||||||||
2020
|
$
|
24,085
|
|
$
|
856
|
|
|
2019
|
$
|
22,867
|
|
$
|
856
|
|
2021
|
24,529
|
|
884
|
|
|
2020
|
23,236
|
|
856
|
|
||||
2022
|
23,961
|
|
967
|
|
|
2021
|
23,600
|
|
884
|
|
||||
2023
|
23,283
|
|
967
|
|
|
2022
|
22,996
|
|
967
|
|
||||
2024
|
22,871
|
|
967
|
|
|
2023
|
22,303
|
|
967
|
|
||||
Thereafter
|
243,411
|
|
1,691
|
|
|
Thereafter
|
257,446
|
|
2,658
|
|
||||
Total lease payments
|
$
|
362,140
|
|
$
|
6,332
|
|
|
|
$
|
372,448
|
|
$
|
7,188
|
|
Less: imputed interest
|
131,901
|
|
921
|
|
|
|
|
|
||||||
Present value of lease liabilities
|
$
|
230,239
|
|
$
|
5,411
|
|
|
|
|
|
|
|
|
|
As of
|
||
|
|
Classification
|
|
December 31, 2019
|
||
Assets:
|
|
|
|
|
||
Operating ground lease assets
|
|
Operating lease right-of-use assets
|
|
$
|
205,997
|
|
Office lease asset
|
|
Operating lease right-of-use assets
|
|
5,190
|
|
|
Total operating lease right-of-use assets
|
|
|
|
$
|
211,187
|
|
|
|
|
|
|
||
Sub-lessor straight-line rent receivable
|
|
Accounts receivable
|
|
24,569
|
|
|
Total leased assets
|
|
|
|
$
|
235,756
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
||
Operating ground lease liabilities
|
|
Operating lease liabilities
|
|
$
|
230,239
|
|
Office lease liability
|
|
Operating lease liabilities
|
|
5,411
|
|
|
Total lease liabilities
|
|
|
|
$
|
235,650
|
|
|
|
Classification
|
|
Year ended December 31, 2019
|
||
Lease Cost
|
|
|
|
|
||
Operating ground lease cost
|
|
Property operating expense
|
|
$
|
24,656
|
|
Operating office lease cost
|
|
General and administrative expense
|
|
909
|
|
|
|
|
|
|
|
||
Sublease income
|
|
Rental revenue
|
|
(23,492
|
)
|
|
Net lease cost
|
|
|
|
$
|
2,073
|
|
|
|
As of
|
|
|
|
December 31, 2019
|
|
Weighted-average remaining lease term in years
|
|
|
|
Operating ground leases
|
|
16.0
|
|
Operating office lease
|
|
6.8
|
|
|
|
|
|
Weighted-average discount rate
|
|
|
|
Operating ground leases
|
|
4.96
|
%
|
Operating office lease
|
|
4.62
|
%
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019:
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
150,527
|
|
|
$
|
161,740
|
|
|
$
|
169,356
|
|
|
$
|
170,346
|
|
Net income
|
65,349
|
|
|
66,594
|
|
|
34,003
|
|
|
36,297
|
|
||||
Net income available to common shareholders of EPR Properties
|
59,315
|
|
|
60,560
|
|
|
27,969
|
|
|
30,263
|
|
||||
Basic net income per common share
|
0.79
|
|
|
0.80
|
|
|
0.36
|
|
|
0.39
|
|
||||
Diluted net income per common share
|
0.79
|
|
|
0.79
|
|
|
0.36
|
|
|
0.39
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
139,951
|
|
|
$
|
188,060
|
|
|
$
|
160,993
|
|
|
$
|
150,917
|
|
Net income
|
29,538
|
|
|
91,581
|
|
|
91,833
|
|
|
54,031
|
|
||||
Net income available to common shareholders of EPR Properties
|
23,502
|
|
|
85,545
|
|
|
85,797
|
|
|
47,997
|
|
||||
Basic net income per common share
|
0.32
|
|
|
1.15
|
|
|
1.15
|
|
|
0.65
|
|
||||
Diluted net income per common share
|
0.32
|
|
|
1.15
|
|
|
1.15
|
|
|
0.65
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Rental revenue
|
$
|
36,289
|
|
|
$
|
47,277
|
|
|
$
|
43,016
|
|
Mortgage and other financing income
|
14,284
|
|
|
13,533
|
|
|
14,655
|
|
|||
Total revenue
|
50,573
|
|
|
60,810
|
|
|
57,671
|
|
|||
Property operating expense
|
573
|
|
|
1,102
|
|
|
326
|
|
|||
Costs associated with loan refinancing or payoff
|
181
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
(351
|
)
|
|
(363
|
)
|
|
(337
|
)
|
|||
Depreciation and amortization
|
12,929
|
|
|
15,035
|
|
|
11,589
|
|
|||
Income from discontinued operations before other items
|
37,241
|
|
|
45,036
|
|
|
46,093
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
(8,293
|
)
|
|||
Impairment on public charter school portfolio sale
|
(21,433
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of real estate
|
31,879
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations
|
$
|
47,687
|
|
|
$
|
45,036
|
|
|
$
|
37,800
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization
|
$
|
12,929
|
|
|
$
|
15,035
|
|
|
$
|
11,589
|
|
Acquisition of and investments in real estate and other assets
|
(6,968
|
)
|
|
(5,956
|
)
|
|
(28,731
|
)
|
|||
Proceeds from sale of real estate
|
182,934
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of public charter school portfolio
|
449,555
|
|
|
—
|
|
|
—
|
|
|||
Investment in mortgage notes receivable
|
(5,115
|
)
|
|
(17,933
|
)
|
|
(38,802
|
)
|
|||
Proceeds from mortgage notes receivable paydowns
|
28,662
|
|
|
3,355
|
|
|
12,413
|
|
|||
Additions to properties under development
|
(22,981
|
)
|
|
(31,036
|
)
|
|
(22,912
|
)
|
|||
|
|
|
|
|
|
||||||
Non-cash activity:
|
|
|
|
|
|
||||||
Transfer of property under development to real estate investments
|
$
|
28,099
|
|
|
$
|
24,900
|
|
|
$
|
31,749
|
|
Conversion or reclassification of mortgage notes receivable to real estate investments
|
—
|
|
|
12,013
|
|
|
—
|
|
|||
Transfer of investment in direct financing lease to real estate investments
|
—
|
|
|
—
|
|
|
35,807
|
|
|||
Interest cost capitalized
|
351
|
|
|
363
|
|
|
337
|
|
Operating Data:
|
|
|
|
|
|
||||||||
|
|
For the Year Ended December 31, 2019
|
|||||||||||
|
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
|
$
|
525,085
|
|
$
|
67,937
|
|
$
|
—
|
|
$
|
593,022
|
|
Other income
|
|
24,818
|
|
—
|
|
1,102
|
|
25,920
|
|
||||
Mortgage and other financing income
|
|
31,594
|
|
1,433
|
|
—
|
|
33,027
|
|
||||
Total revenue
|
|
581,497
|
|
69,370
|
|
1,102
|
|
651,969
|
|
||||
|
|
|
|
|
|
||||||||
Property operating expense
|
|
56,369
|
|
3,481
|
|
889
|
|
60,739
|
|
||||
Other expense
|
|
29,222
|
|
—
|
|
445
|
|
29,667
|
|
||||
Total investment expenses
|
|
85,591
|
|
3,481
|
|
1,334
|
|
90,406
|
|
||||
Net operating income - before unallocated items
|
|
495,906
|
|
65,889
|
|
(232
|
)
|
561,563
|
|
||||
|
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
|
|||||||||||||
General and administrative expense
|
|
|
(46,371
|
)
|
|||||||||
Severance expense
|
|
|
(2,364
|
)
|
|||||||||
Costs associated with loan refinancing or payoff
|
|
|
(38,269
|
)
|
|||||||||
Interest expense, net
|
|
|
|
|
(142,002
|
)
|
|||||||
Transaction costs
|
|
|
|
|
(23,789
|
)
|
|||||||
Impairment charges
|
|
|
|
|
(2,206
|
)
|
|||||||
Depreciation and amortization
|
|
|
(158,834
|
)
|
|||||||||
Equity in loss from joint ventures
|
|
|
(381
|
)
|
|||||||||
Gain on sale of real estate
|
|
|
4,174
|
|
|||||||||
Income tax benefit
|
|
|
3,035
|
|
|||||||||
Discontinued operations:
|
|
|
|
||||||||||
Income from discontinued operations before other items
|
|
|
37,241
|
|
|||||||||
Impairment on public charter school portfolio sale
|
|
|
(21,433
|
)
|
|||||||||
Gain on sale of real estate from discontinued operations
|
|
|
31,879
|
|
|||||||||
Net income
|
|
|
202,243
|
|
|||||||||
Preferred dividend requirements
|
|
(24,136
|
)
|
||||||||||
Net income available to common shareholders of EPR Properties
|
|
$
|
178,107
|
|
|
|
For the Year Ended December 31, 2018
|
|||||||||||
|
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
|
$
|
453,721
|
|
$
|
55,365
|
|
$
|
—
|
|
$
|
509,086
|
|
Other income
|
|
332
|
|
—
|
|
1,744
|
|
2,076
|
|
||||
Mortgage and other financing income
|
|
117,171
|
|
11,588
|
|
—
|
|
128,759
|
|
||||
Total revenue
|
|
571,224
|
|
66,953
|
|
1,744
|
|
639,921
|
|
||||
|
|
|
|
|
|
||||||||
Property operating expense
|
|
26,168
|
|
2,831
|
|
655
|
|
29,654
|
|
||||
Other expense
|
|
—
|
|
—
|
|
443
|
|
443
|
|
||||
Total investment expenses
|
|
26,168
|
|
2,831
|
|
1,098
|
|
30,097
|
|
||||
Net operating income - before unallocated items
|
|
545,056
|
|
64,122
|
|
646
|
|
609,824
|
|
||||
|
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
|
|||||||||||||
General and administrative expense
|
|
|
(48,889
|
)
|
|||||||||
Severance expense
|
|
|
(5,938
|
)
|
|||||||||
Litigation settlement expense
|
|
(2,090
|
)
|
||||||||||
Costs associated with loan refinancing or payoff
|
|
(31,958
|
)
|
||||||||||
Interest expense, net
|
|
|
|
|
(135,870
|
)
|
|||||||
Transaction costs
|
|
|
|
|
(3,698
|
)
|
|||||||
Impairment charges
|
|
|
|
|
(27,283
|
)
|
|||||||
Depreciation and amortization
|
|
|
(138,395
|
)
|
|||||||||
Equity in loss from joint ventures
|
|
|
(22
|
)
|
|||||||||
Gain on sale of real estate
|
|
|
3,037
|
|
|||||||||
Gain on sale of investment in a direct financing lease
|
|
|
5,514
|
|
|||||||||
Income tax expense
|
|
|
(2,285
|
)
|
|||||||||
Discontinued operations:
|
|
|
|
|
|
||||||||
Income from discontinued operations before other items
|
|
|
45,036
|
|
|||||||||
Net income
|
|
|
266,983
|
|
|||||||||
Preferred dividend requirements
|
|
(24,142
|
)
|
||||||||||
Net income available to common shareholders of EPR Properties
|
|
$
|
242,841
|
|
|
|
For the Year Ended December 31, 2017
|
|||||||||||
|
|
Experiential
|
Education
|
Corporate/Unallocated
|
Consolidated
|
||||||||
Rental revenue
|
|
$
|
405,172
|
|
$
|
36,015
|
|
$
|
—
|
|
$
|
441,187
|
|
Other income
|
|
614
|
|
1
|
|
2,480
|
|
3,095
|
|
||||
Mortgage and other financing income
|
|
53,147
|
|
20,891
|
|
—
|
|
74,038
|
|
||||
Total revenue
|
|
458,933
|
|
56,907
|
|
2,480
|
|
518,320
|
|
||||
|
|
|
|
|
|
||||||||
Property operating expense
|
|
24,699
|
|
5,988
|
|
640
|
|
31,327
|
|
||||
Other expense
|
|
—
|
|
—
|
|
242
|
|
242
|
|
||||
Total investment expenses
|
|
24,699
|
|
5,988
|
|
882
|
|
31,569
|
|
||||
Net operating income - before unallocated items
|
|
434,234
|
|
50,919
|
|
1,598
|
|
486,751
|
|
||||
|
|
|
|
|
|
||||||||
Reconciliation to Consolidated Statements of Income and Comprehensive Income:
|
|||||||||||||
General and administrative expense
|
|
|
(43,383
|
)
|
|||||||||
Costs associated with loan refinancing or payoff
|
|
(1,549
|
)
|
||||||||||
Gain on early extinguishment of debt
|
|
|
|
|
977
|
|
|||||||
Interest expense, net
|
|
|
|
|
(133,461
|
)
|
|||||||
Transaction costs
|
|
|
|
|
(523
|
)
|
|||||||
Impairment charges
|
|
|
|
|
(1,902
|
)
|
|||||||
Depreciation and amortization
|
|
|
(121,357
|
)
|
|||||||||
Equity in income from joint ventures
|
|
|
72
|
|
|||||||||
Gain on sale of real estate
|
|
|
41,942
|
|
|||||||||
Income tax expense
|
|
|
(2,399
|
)
|
|||||||||
Discontinued operations:
|
|
|
|
||||||||||
Income from discontinued operations before other items
|
|
|
46,093
|
|
|||||||||
Impairment charges
|
|
|
(8,293
|
)
|
|||||||||
Net income
|
|
|
262,968
|
|
|||||||||
Preferred dividend requirements
|
|
|
(24,293
|
)
|
|||||||||
Preferred share redemption costs
|
|
(4,457
|
)
|
||||||||||
Net income available to common shareholders of EPR Properties
|
|
$
|
234,218
|
|
EPR Properties
|
Schedule II - Valuation and Qualifying Accounts
|
December 31, 2019
|
Description
|
Balance at
December 31, 2018
|
|
Additions
During 2019
|
|
Deductions
During 2019
|
|
Balance at
December 31, 2019
|
||||||||
Reserve for Doubtful Accounts
|
$
|
2,899,000
|
|
|
$
|
633,000
|
|
|
$
|
(3,125,000
|
)
|
|
$
|
407,000
|
|
Allowance for Loan Losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EPR Properties
|
Schedule II - Valuation and Qualifying Accounts
|
December 31, 2018
|
Description
|
Balance at
December 31, 2017 |
|
Additions
During 2018 |
|
Deductions
During 2018 |
|
Balance at
December 31, 2018 |
||||||||
Reserve for Doubtful Accounts
|
$
|
7,485,000
|
|
|
$
|
2,851,000
|
|
|
$
|
(7,437,000
|
)
|
|
$
|
2,899,000
|
|
Allowance for Loan Losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EPR Properties
|
Schedule II - Valuation and Qualifying Accounts
|
December 31, 2017
|
Description
|
Balance at
December 31, 2016 |
|
Additions
During 2017 |
|
Deductions
During 2017 |
|
Balance at
December 31, 2017 |
||||||||
Reserve for Doubtful Accounts
|
$
|
871,000
|
|
|
$
|
7,256,000
|
|
|
$
|
(642,000
|
)
|
|
$
|
7,485,000
|
|
Allowance for Loan Losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Theatres
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Omaha, NE
|
|
$
|
—
|
|
|
$
|
5,215
|
|
|
$
|
16,700
|
|
|
$
|
2,328
|
|
|
$
|
5,215
|
|
|
$
|
19,028
|
|
|
$
|
24,243
|
|
|
$
|
(9,327
|
)
|
|
11/97
|
|
40 years
|
Sugar Land, TX
|
|
—
|
|
|
—
|
|
|
19,100
|
|
|
4,152
|
|
|
—
|
|
|
23,252
|
|
|
23,252
|
|
|
(10,598
|
)
|
|
11/97
|
|
40 years
|
||||||||
San Antonio, TX
|
|
—
|
|
|
3,006
|
|
|
13,662
|
|
|
8,455
|
|
|
3,006
|
|
|
22,117
|
|
|
25,123
|
|
|
(9,159
|
)
|
|
11/97
|
|
40 years
|
||||||||
Columbus, OH
|
|
—
|
|
|
—
|
|
|
12,685
|
|
|
—
|
|
|
—
|
|
|
12,685
|
|
|
12,685
|
|
|
(6,818
|
)
|
|
11/97
|
|
40 years
|
||||||||
San Diego, CA
|
|
—
|
|
|
—
|
|
|
16,028
|
|
|
—
|
|
|
—
|
|
|
16,028
|
|
|
16,028
|
|
|
(8,615
|
)
|
|
11/97
|
|
40 years
|
||||||||
Ontario, CA
|
|
—
|
|
|
5,521
|
|
|
19,449
|
|
|
7,130
|
|
|
5,521
|
|
|
26,579
|
|
|
32,100
|
|
|
(11,202
|
)
|
|
11/97
|
|
40 years
|
||||||||
Houston, TX
|
|
—
|
|
|
6,023
|
|
|
20,037
|
|
|
—
|
|
|
6,023
|
|
|
20,037
|
|
|
26,060
|
|
|
(10,770
|
)
|
|
11/97
|
|
40 years
|
||||||||
Creve Coeur, MO
|
|
—
|
|
|
4,985
|
|
|
12,601
|
|
|
4,075
|
|
|
4,985
|
|
|
16,676
|
|
|
21,661
|
|
|
(8,001
|
)
|
|
11/97
|
|
33 years
|
||||||||
Leawood, KS
|
|
—
|
|
|
3,714
|
|
|
12,086
|
|
|
4,110
|
|
|
3,714
|
|
|
16,196
|
|
|
19,910
|
|
|
(7,196
|
)
|
|
11/97
|
|
40 years
|
||||||||
Dallas, TX
|
|
—
|
|
|
3,060
|
|
|
15,281
|
|
|
19,104
|
|
|
3,060
|
|
|
34,385
|
|
|
37,445
|
|
|
(18,092
|
)
|
|
11/97
|
|
40 years
|
||||||||
Houston, TX
|
|
—
|
|
|
4,304
|
|
|
21,496
|
|
|
76
|
|
|
4,304
|
|
|
21,572
|
|
|
25,876
|
|
|
(11,820
|
)
|
|
02/98
|
|
40 years
|
||||||||
South Barrington, IL
|
|
—
|
|
|
6,577
|
|
|
27,723
|
|
|
4,618
|
|
|
6,577
|
|
|
32,341
|
|
|
38,918
|
|
|
(15,869
|
)
|
|
03/98
|
|
40 years
|
||||||||
Mesquite, TX
|
|
—
|
|
|
2,912
|
|
|
20,288
|
|
|
4,885
|
|
|
2,912
|
|
|
25,173
|
|
|
28,085
|
|
|
(12,126
|
)
|
|
04/98
|
|
40 years
|
||||||||
Hampton, VA
|
|
—
|
|
|
3,822
|
|
|
24,678
|
|
|
4,510
|
|
|
3,822
|
|
|
29,188
|
|
|
33,010
|
|
|
(14,038
|
)
|
|
06/98
|
|
40 years
|
||||||||
Pompano Beach, FL
|
|
—
|
|
|
6,771
|
|
|
9,899
|
|
|
10,984
|
|
|
6,771
|
|
|
20,883
|
|
|
27,654
|
|
|
(10,803
|
)
|
|
08/98
|
|
24 years
|
||||||||
Raleigh, NC
|
|
—
|
|
|
2,919
|
|
|
5,559
|
|
|
3,492
|
|
|
2,919
|
|
|
9,051
|
|
|
11,970
|
|
|
(3,668
|
)
|
|
08/98
|
|
40 years
|
||||||||
Davie, FL
|
|
—
|
|
|
2,000
|
|
|
13,000
|
|
|
11,512
|
|
|
2,000
|
|
|
24,512
|
|
|
26,512
|
|
|
(11,488
|
)
|
|
11/98
|
|
40 years
|
||||||||
Aliso Viejo, CA
|
|
—
|
|
|
8,000
|
|
|
14,000
|
|
|
—
|
|
|
8,000
|
|
|
14,000
|
|
|
22,000
|
|
|
(7,350
|
)
|
|
12/98
|
|
40 years
|
||||||||
Boise, ID
|
|
—
|
|
|
—
|
|
|
16,003
|
|
|
—
|
|
|
—
|
|
|
16,003
|
|
|
16,003
|
|
|
(8,402
|
)
|
|
12/98
|
|
40 years
|
||||||||
Woodridge, IL
|
|
—
|
|
|
9,926
|
|
|
8,968
|
|
|
—
|
|
|
9,926
|
|
|
8,968
|
|
|
18,894
|
|
|
(8,968
|
)
|
|
06/99
|
|
18 years
|
||||||||
Cary, NC
|
|
—
|
|
|
3,352
|
|
|
11,653
|
|
|
3,091
|
|
|
3,352
|
|
|
14,744
|
|
|
18,096
|
|
|
(6,267
|
)
|
|
12/99
|
|
40 years
|
||||||||
Tampa, FL
|
|
—
|
|
|
6,000
|
|
|
12,809
|
|
|
1,452
|
|
|
6,000
|
|
|
14,261
|
|
|
20,261
|
|
|
(7,883
|
)
|
|
06/99
|
|
40 years
|
||||||||
Metairie, LA
|
|
—
|
|
|
—
|
|
|
11,740
|
|
|
3,049
|
|
|
—
|
|
|
14,789
|
|
|
14,789
|
|
|
(5,456
|
)
|
|
03/02
|
|
40 years
|
||||||||
Harahan, LA
|
|
—
|
|
|
5,264
|
|
|
14,820
|
|
|
—
|
|
|
5,264
|
|
|
14,820
|
|
|
20,084
|
|
|
(6,607
|
)
|
|
03/02
|
|
40 years
|
||||||||
Hammond, LA
|
|
—
|
|
|
2,404
|
|
|
6,780
|
|
|
1,607
|
|
|
1,839
|
|
|
8,952
|
|
|
10,791
|
|
|
(3,139
|
)
|
|
03/02
|
|
40 years
|
||||||||
Houma, LA
|
|
—
|
|
|
2,404
|
|
|
6,780
|
|
|
—
|
|
|
2,404
|
|
|
6,780
|
|
|
9,184
|
|
|
(3,023
|
)
|
|
03/02
|
|
40 years
|
||||||||
Harvey, LA
|
|
—
|
|
|
4,378
|
|
|
12,330
|
|
|
3,735
|
|
|
4,266
|
|
|
16,177
|
|
|
20,443
|
|
|
(5,778
|
)
|
|
03/02
|
|
40 years
|
||||||||
Greenville, SC
|
|
—
|
|
|
1,660
|
|
|
7,570
|
|
|
247
|
|
|
1,660
|
|
|
7,817
|
|
|
9,477
|
|
|
(3,400
|
)
|
|
06/02
|
|
40 years
|
||||||||
Sterling Heights, MI
|
|
—
|
|
|
5,975
|
|
|
17,956
|
|
|
3,400
|
|
|
5,975
|
|
|
21,356
|
|
|
27,331
|
|
|
(11,256
|
)
|
|
06/02
|
|
40 years
|
||||||||
Olathe, KS
|
|
—
|
|
|
4,000
|
|
|
15,935
|
|
|
2,558
|
|
|
3,042
|
|
|
19,451
|
|
|
22,493
|
|
|
(8,513
|
)
|
|
06/02
|
|
40 years
|
||||||||
Livonia, MI
|
|
—
|
|
|
4,500
|
|
|
17,525
|
|
|
—
|
|
|
4,500
|
|
|
17,525
|
|
|
22,025
|
|
|
(7,631
|
)
|
|
08/02
|
|
40 years
|
||||||||
Alexandria, VA
|
|
—
|
|
|
—
|
|
|
22,035
|
|
|
—
|
|
|
—
|
|
|
22,035
|
|
|
22,035
|
|
|
(9,503
|
)
|
|
10/02
|
|
40 years
|
||||||||
Little Rock, AR
|
|
—
|
|
|
3,858
|
|
|
7,990
|
|
|
—
|
|
|
3,858
|
|
|
7,990
|
|
|
11,848
|
|
|
(3,412
|
)
|
|
12/02
|
|
40 years
|
||||||||
Macon, GA
|
|
—
|
|
|
1,982
|
|
|
5,056
|
|
|
—
|
|
|
1,982
|
|
|
5,056
|
|
|
7,038
|
|
|
(2,117
|
)
|
|
03/03
|
|
40 years
|
||||||||
Southfield, MI
|
|
—
|
|
|
8,000
|
|
|
20,518
|
|
|
4,092
|
|
|
5,794
|
|
|
26,816
|
|
|
32,610
|
|
|
(26,817
|
)
|
|
05/03
|
|
15 years
|
||||||||
Lawrence, KS
|
|
—
|
|
|
1,500
|
|
|
3,526
|
|
|
2,017
|
|
|
1,500
|
|
|
5,543
|
|
|
7,043
|
|
|
(1,708
|
)
|
|
06/03
|
|
40 years
|
||||||||
Columbia, SC
|
|
—
|
|
|
1,000
|
|
|
10,534
|
|
|
339
|
|
|
1,000
|
|
|
10,873
|
|
|
11,873
|
|
|
(3,465
|
)
|
|
11/03
|
|
40 years
|
||||||||
Hialeah, FL
|
|
—
|
|
|
7,985
|
|
|
—
|
|
|
—
|
|
|
7,985
|
|
|
—
|
|
|
7,985
|
|
|
—
|
|
|
12/03
|
|
n/a
|
||||||||
Phoenix, AZ
|
|
—
|
|
|
4,276
|
|
|
15,934
|
|
|
3,518
|
|
|
4,276
|
|
|
19,452
|
|
|
23,728
|
|
|
(6,642
|
)
|
|
03/04
|
|
40 years
|
||||||||
Hamilton, NJ
|
|
—
|
|
|
4,869
|
|
|
18,143
|
|
|
—
|
|
|
4,869
|
|
|
18,143
|
|
|
23,012
|
|
|
(7,144
|
)
|
|
03/04
|
|
40 years
|
||||||||
Mesa, AZ
|
|
—
|
|
|
4,446
|
|
|
16,565
|
|
|
3,263
|
|
|
4,446
|
|
|
19,828
|
|
|
24,274
|
|
|
(6,908
|
)
|
|
03/04
|
|
40 years
|
||||||||
Peoria, IL
|
|
—
|
|
|
2,948
|
|
|
11,177
|
|
|
—
|
|
|
2,948
|
|
|
11,177
|
|
|
14,125
|
|
|
(4,308
|
)
|
|
07/04
|
|
40 years
|
||||||||
Lafayette, LA
|
|
—
|
|
|
—
|
|
|
10,318
|
|
|
—
|
|
|
—
|
|
|
10,318
|
|
|
10,318
|
|
|
(3,993
|
)
|
|
07/04
|
|
40 years
|
||||||||
Hurst, TX
|
|
—
|
|
|
5,000
|
|
|
11,729
|
|
|
1,015
|
|
|
5,000
|
|
|
12,744
|
|
|
17,744
|
|
|
(4,819
|
)
|
|
11/04
|
|
40 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Melbourne, FL
|
|
—
|
|
|
3,817
|
|
|
8,830
|
|
|
320
|
|
|
3,817
|
|
|
9,150
|
|
|
12,967
|
|
|
(3,431
|
)
|
|
12/04
|
|
40 years
|
||||||||
D'Iberville, MS
|
|
—
|
|
|
2,001
|
|
|
8,043
|
|
|
3,612
|
|
|
808
|
|
|
12,848
|
|
|
13,656
|
|
|
(4,071
|
)
|
|
12/04
|
|
40 years
|
||||||||
Wilmington, NC
|
|
—
|
|
|
1,650
|
|
|
7,047
|
|
|
3,033
|
|
|
1,650
|
|
|
10,080
|
|
|
11,730
|
|
|
(2,885
|
)
|
|
02/05
|
|
40 years
|
||||||||
Chattanooga, TN
|
|
—
|
|
|
2,799
|
|
|
11,467
|
|
|
—
|
|
|
2,799
|
|
|
11,467
|
|
|
14,266
|
|
|
(4,252
|
)
|
|
03/05
|
|
40 years
|
||||||||
Conroe, TX
|
|
—
|
|
|
1,836
|
|
|
8,230
|
|
|
2,304
|
|
|
1,836
|
|
|
10,534
|
|
|
12,370
|
|
|
(3,020
|
)
|
|
06/05
|
|
40 years
|
||||||||
Indianapolis, IN
|
|
—
|
|
|
1,481
|
|
|
4,565
|
|
|
2,375
|
|
|
1,481
|
|
|
6,940
|
|
|
8,421
|
|
|
(1,912
|
)
|
|
06/05
|
|
40 years
|
||||||||
Hattiesburg, MS
|
|
—
|
|
|
1,978
|
|
|
7,733
|
|
|
4,720
|
|
|
1,978
|
|
|
12,453
|
|
|
14,431
|
|
|
(3,773
|
)
|
|
09/05
|
|
40 years
|
||||||||
Arroyo Grande, CA
|
|
—
|
|
|
2,641
|
|
|
3,810
|
|
|
—
|
|
|
2,641
|
|
|
3,810
|
|
|
6,451
|
|
|
(1,342
|
)
|
|
12/05
|
|
40 years
|
||||||||
Auburn, CA
|
|
—
|
|
|
2,178
|
|
|
6,185
|
|
|
(65
|
)
|
|
2,113
|
|
|
6,185
|
|
|
8,298
|
|
|
(2,178
|
)
|
|
12/05
|
|
40 years
|
||||||||
Fresno, CA
|
|
—
|
|
|
7,600
|
|
|
11,613
|
|
|
2,894
|
|
|
7,600
|
|
|
14,507
|
|
|
22,107
|
|
|
(5,465
|
)
|
|
12/05
|
|
40 years
|
||||||||
Modesto, CA
|
|
—
|
|
|
2,542
|
|
|
3,910
|
|
|
1,889
|
|
|
2,542
|
|
|
5,799
|
|
|
8,341
|
|
|
(1,563
|
)
|
|
12/05
|
|
40 years
|
||||||||
Columbia, MD
|
|
—
|
|
|
—
|
|
|
12,204
|
|
|
—
|
|
|
—
|
|
|
12,204
|
|
|
12,204
|
|
|
(4,195
|
)
|
|
03/06
|
|
40 years
|
||||||||
Garland, TX
|
|
—
|
|
|
8,028
|
|
|
14,825
|
|
|
—
|
|
|
8,028
|
|
|
14,825
|
|
|
22,853
|
|
|
(5,096
|
)
|
|
03/06
|
|
40 years
|
||||||||
Garner, NC
|
|
—
|
|
|
1,305
|
|
|
6,899
|
|
|
—
|
|
|
1,305
|
|
|
6,899
|
|
|
8,204
|
|
|
(2,357
|
)
|
|
04/06
|
|
40 years
|
||||||||
Winston Salem, NC
|
|
—
|
|
|
—
|
|
|
12,153
|
|
|
4,188
|
|
|
—
|
|
|
16,341
|
|
|
16,341
|
|
|
(4,964
|
)
|
|
07/06
|
|
40 years
|
||||||||
Huntsville, AL
|
|
—
|
|
|
3,508
|
|
|
14,802
|
|
|
—
|
|
|
3,508
|
|
|
14,802
|
|
|
18,310
|
|
|
(4,934
|
)
|
|
08/06
|
|
40 years
|
||||||||
Kalamazoo, MI
|
|
—
|
|
|
5,125
|
|
|
12,216
|
|
|
5,950
|
|
|
5,125
|
|
|
18,166
|
|
|
23,291
|
|
|
(11,334
|
)
|
|
11/06
|
|
17 years
|
||||||||
Pensacola, FL
|
|
—
|
|
|
5,316
|
|
|
15,099
|
|
|
—
|
|
|
5,316
|
|
|
15,099
|
|
|
20,415
|
|
|
(4,907
|
)
|
|
12/06
|
|
40 years
|
||||||||
Slidell, LA
|
|
10,635
|
|
|
—
|
|
|
11,499
|
|
|
—
|
|
|
—
|
|
|
11,499
|
|
|
11,499
|
|
|
(3,737
|
)
|
|
12/06
|
|
40 years
|
||||||||
Panama City Beach, FL
|
|
—
|
|
|
6,486
|
|
|
11,156
|
|
|
2,704
|
|
|
6,486
|
|
|
13,860
|
|
|
20,346
|
|
|
(3,542
|
)
|
|
05/07
|
|
40 years
|
||||||||
Kalispell, MT
|
|
—
|
|
|
2,505
|
|
|
7,323
|
|
|
—
|
|
|
2,505
|
|
|
7,323
|
|
|
9,828
|
|
|
(2,258
|
)
|
|
08/07
|
|
40 years
|
||||||||
Greensboro, NC
|
|
—
|
|
|
—
|
|
|
12,606
|
|
|
914
|
|
|
—
|
|
|
13,520
|
|
|
13,520
|
|
|
(5,267
|
)
|
|
11/07
|
|
40 years
|
||||||||
Glendora, CA
|
|
—
|
|
|
—
|
|
|
10,588
|
|
|
—
|
|
|
—
|
|
|
10,588
|
|
|
10,588
|
|
|
(2,956
|
)
|
|
10/08
|
|
40 years
|
||||||||
Ypsilanti, MI
|
|
—
|
|
|
4,716
|
|
|
227
|
|
|
2,817
|
|
|
4,716
|
|
|
3,044
|
|
|
7,760
|
|
|
(246
|
)
|
|
12/09
|
|
40 years
|
||||||||
Manchester, CT
|
|
—
|
|
|
3,628
|
|
|
11,474
|
|
|
2,315
|
|
|
3,628
|
|
|
13,789
|
|
|
17,417
|
|
|
(2,937
|
)
|
|
12/09
|
|
40 years
|
||||||||
Centreville, VA
|
|
—
|
|
|
3,628
|
|
|
1,769
|
|
|
—
|
|
|
3,628
|
|
|
1,769
|
|
|
5,397
|
|
|
(442
|
)
|
|
12/09
|
|
40 years
|
||||||||
Davenport, IA
|
|
—
|
|
|
3,599
|
|
|
6,068
|
|
|
2,265
|
|
|
3,564
|
|
|
8,368
|
|
|
11,932
|
|
|
(1,671
|
)
|
|
12/09
|
|
40 years
|
||||||||
Fairfax, VA
|
|
—
|
|
|
2,630
|
|
|
11,791
|
|
|
2,000
|
|
|
2,630
|
|
|
13,791
|
|
|
16,421
|
|
|
(3,082
|
)
|
|
12/09
|
|
40 years
|
||||||||
Flint, MI
|
|
—
|
|
|
1,270
|
|
|
1,723
|
|
|
—
|
|
|
1,270
|
|
|
1,723
|
|
|
2,993
|
|
|
(431
|
)
|
|
12/09
|
|
40 years
|
||||||||
Hazlet, NJ
|
|
—
|
|
|
3,719
|
|
|
4,716
|
|
|
—
|
|
|
3,719
|
|
|
4,716
|
|
|
8,435
|
|
|
(1,179
|
)
|
|
12/09
|
|
40 years
|
||||||||
Huber Heights, OH
|
|
—
|
|
|
970
|
|
|
3,891
|
|
|
—
|
|
|
970
|
|
|
3,891
|
|
|
4,861
|
|
|
(973
|
)
|
|
12/09
|
|
40 years
|
||||||||
North Haven, CT
|
|
—
|
|
|
5,442
|
|
|
1,061
|
|
|
2,000
|
|
|
3,458
|
|
|
5,045
|
|
|
8,503
|
|
|
(1,464
|
)
|
|
12/09
|
|
40 years
|
||||||||
Okolona, KY
|
|
—
|
|
|
5,379
|
|
|
3,311
|
|
|
2,000
|
|
|
5,379
|
|
|
5,311
|
|
|
10,690
|
|
|
(887
|
)
|
|
12/09
|
|
40 years
|
||||||||
Voorhees, NJ
|
|
—
|
|
|
1,723
|
|
|
9,614
|
|
|
—
|
|
|
1,723
|
|
|
9,614
|
|
|
11,337
|
|
|
(2,404
|
)
|
|
12/09
|
|
40 years
|
||||||||
Louisville, KY
|
|
—
|
|
|
4,979
|
|
|
6,567
|
|
|
(1,046
|
)
|
|
3,933
|
|
|
6,567
|
|
|
10,500
|
|
|
(1,642
|
)
|
|
12/09
|
|
40 years
|
||||||||
Beaver Creek, OH
|
|
—
|
|
|
1,578
|
|
|
6,630
|
|
|
1,700
|
|
|
1,578
|
|
|
8,330
|
|
|
9,908
|
|
|
(1,721
|
)
|
|
12/09
|
|
40 years
|
||||||||
West Springfield, MA
|
|
—
|
|
|
2,540
|
|
|
3,755
|
|
|
2,650
|
|
|
2,540
|
|
|
6,405
|
|
|
8,945
|
|
|
(1,017
|
)
|
|
12/09
|
|
40 years
|
||||||||
Cincinnati, OH
|
|
—
|
|
|
1,361
|
|
|
1,741
|
|
|
—
|
|
|
635
|
|
|
2,467
|
|
|
3,102
|
|
|
(521
|
)
|
|
12/09
|
|
40 years
|
||||||||
Pasadena, TX
|
|
—
|
|
|
2,951
|
|
|
10,684
|
|
|
1,759
|
|
|
2,951
|
|
|
12,443
|
|
|
15,394
|
|
|
(2,601
|
)
|
|
06/10
|
|
40 years
|
||||||||
Plano, TX
|
|
—
|
|
|
1,052
|
|
|
1,968
|
|
|
—
|
|
|
1,052
|
|
|
1,968
|
|
|
3,020
|
|
|
(467
|
)
|
|
06/10
|
|
40 years
|
||||||||
McKinney, TX
|
|
—
|
|
|
1,917
|
|
|
3,319
|
|
|
—
|
|
|
1,917
|
|
|
3,319
|
|
|
5,236
|
|
|
(788
|
)
|
|
06/10
|
|
40 years
|
||||||||
Mishawaka, IN
|
|
—
|
|
|
2,399
|
|
|
5,454
|
|
|
1,383
|
|
|
2,399
|
|
|
6,837
|
|
|
9,236
|
|
|
(1,444
|
)
|
|
06/10
|
|
40 years
|
||||||||
Grand Prairie, TX
|
|
—
|
|
|
1,873
|
|
|
3,245
|
|
|
2,104
|
|
|
1,873
|
|
|
5,349
|
|
|
7,222
|
|
|
(1,046
|
)
|
|
06/10
|
|
40 years
|
||||||||
Redding, CA
|
|
—
|
|
|
2,044
|
|
|
4,500
|
|
|
1,177
|
|
|
2,044
|
|
|
5,677
|
|
|
7,721
|
|
|
(1,106
|
)
|
|
06/10
|
|
40 years
|
||||||||
Pueblo, CO
|
|
—
|
|
|
2,238
|
|
|
5,162
|
|
|
1,265
|
|
|
2,238
|
|
|
6,427
|
|
|
8,665
|
|
|
(1,269
|
)
|
|
06/10
|
|
40 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Beaumont, TX
|
|
—
|
|
|
1,065
|
|
|
11,669
|
|
|
1,644
|
|
|
1,065
|
|
|
13,313
|
|
|
14,378
|
|
|
(2,888
|
)
|
|
06/10
|
|
40 years
|
||||||||
Pflugerville, TX
|
|
—
|
|
|
4,356
|
|
|
11,533
|
|
|
2,056
|
|
|
4,356
|
|
|
13,589
|
|
|
17,945
|
|
|
(2,876
|
)
|
|
06/10
|
|
40 years
|
||||||||
Houston, TX
|
|
—
|
|
|
4,109
|
|
|
9,739
|
|
|
2,617
|
|
|
4,109
|
|
|
12,356
|
|
|
16,465
|
|
|
(2,355
|
)
|
|
06/10
|
|
40 years
|
||||||||
El Paso, TX
|
|
—
|
|
|
4,598
|
|
|
13,207
|
|
|
2,296
|
|
|
4,598
|
|
|
15,503
|
|
|
20,101
|
|
|
(3,250
|
)
|
|
06/10
|
|
40 years
|
||||||||
Colorado Springs, CO
|
|
—
|
|
|
4,134
|
|
|
11,220
|
|
|
1,427
|
|
|
2,938
|
|
|
13,843
|
|
|
16,781
|
|
|
(2,858
|
)
|
|
06/10
|
|
40 years
|
||||||||
Virginia Beach, VA
|
|
—
|
|
|
—
|
|
|
1,736
|
|
|
—
|
|
|
—
|
|
|
1,736
|
|
|
1,736
|
|
|
(1,736
|
)
|
|
12/10
|
|
40 years
|
||||||||
Hooksett, NH
|
|
—
|
|
|
2,639
|
|
|
11,605
|
|
|
1,254
|
|
|
2,639
|
|
|
12,859
|
|
|
15,498
|
|
|
(2,595
|
)
|
|
03/11
|
|
40 years
|
||||||||
Saco, ME
|
|
—
|
|
|
1,508
|
|
|
3,826
|
|
|
1,124
|
|
|
1,508
|
|
|
4,950
|
|
|
6,458
|
|
|
(874
|
)
|
|
03/11
|
|
40 years
|
||||||||
Merrimack, NH
|
|
—
|
|
|
3,160
|
|
|
5,642
|
|
|
—
|
|
|
3,160
|
|
|
5,642
|
|
|
8,802
|
|
|
(1,246
|
)
|
|
03/11
|
|
40 years
|
||||||||
Westbrook, ME
|
|
—
|
|
|
2,273
|
|
|
7,119
|
|
|
—
|
|
|
2,273
|
|
|
7,119
|
|
|
9,392
|
|
|
(1,572
|
)
|
|
03/11
|
|
40 years
|
||||||||
Twin Falls, ID
|
|
—
|
|
|
—
|
|
|
4,783
|
|
|
—
|
|
|
—
|
|
|
4,783
|
|
|
4,783
|
|
|
(907
|
)
|
|
04/11
|
|
40 years
|
||||||||
Dallas, TX
|
|
—
|
|
|
—
|
|
|
12,146
|
|
|
750
|
|
|
—
|
|
|
12,896
|
|
|
12,896
|
|
|
(2,524
|
)
|
|
03/12
|
|
40 years
|
||||||||
Albuquerque, NM
|
|
—
|
|
|
—
|
|
|
13,733
|
|
|
—
|
|
|
—
|
|
|
13,733
|
|
|
13,733
|
|
|
(2,089
|
)
|
|
06/12
|
|
40 years
|
||||||||
Southern Pines, NC
|
|
—
|
|
|
1,709
|
|
|
4,747
|
|
|
12
|
|
|
1,709
|
|
|
4,759
|
|
|
6,468
|
|
|
(891
|
)
|
|
06/12
|
|
40 years
|
||||||||
Austin, TX
|
|
—
|
|
|
2,608
|
|
|
6,373
|
|
|
—
|
|
|
2,608
|
|
|
6,373
|
|
|
8,981
|
|
|
(1,022
|
)
|
|
09/12
|
|
40 years
|
||||||||
Champaign, IL
|
|
—
|
|
|
—
|
|
|
9,381
|
|
|
125
|
|
|
—
|
|
|
9,506
|
|
|
9,506
|
|
|
(1,446
|
)
|
|
09/12
|
|
40 years
|
||||||||
Gainesville, VA
|
|
—
|
|
|
—
|
|
|
10,846
|
|
|
—
|
|
|
—
|
|
|
10,846
|
|
|
10,846
|
|
|
(1,650
|
)
|
|
02/13
|
|
40 years
|
||||||||
Lafayette, LA
|
|
14,360
|
|
|
—
|
|
|
12,728
|
|
|
—
|
|
|
—
|
|
|
12,728
|
|
|
12,728
|
|
|
(1,989
|
)
|
|
08/13
|
|
40 years
|
||||||||
New Iberia, LA
|
|
—
|
|
|
—
|
|
|
1,630
|
|
|
—
|
|
|
—
|
|
|
1,630
|
|
|
1,630
|
|
|
(255
|
)
|
|
08/13
|
|
40 years
|
||||||||
Tuscaloosa, AL
|
|
—
|
|
|
—
|
|
|
11,287
|
|
|
—
|
|
|
1,815
|
|
|
9,472
|
|
|
11,287
|
|
|
(1,480
|
)
|
|
09/13
|
|
40 years
|
||||||||
Tampa, FL
|
|
—
|
|
|
1,700
|
|
|
23,483
|
|
|
3,769
|
|
|
1,700
|
|
|
27,252
|
|
|
28,952
|
|
|
(5,411
|
)
|
|
10/13
|
|
40 years
|
||||||||
Warrenville, IL
|
|
—
|
|
|
14,000
|
|
|
17,318
|
|
|
1,993
|
|
|
11,177
|
|
|
22,134
|
|
|
33,311
|
|
|
(4,563
|
)
|
|
10/13
|
|
40 years
|
||||||||
San Francisco, CA
|
|
—
|
|
|
2,077
|
|
|
12,914
|
|
|
—
|
|
|
2,077
|
|
|
12,914
|
|
|
14,991
|
|
|
(1,291
|
)
|
|
08/13
|
|
40 years
|
||||||||
Opelika, AL
|
|
—
|
|
|
1,314
|
|
|
8,951
|
|
|
—
|
|
|
1,314
|
|
|
8,951
|
|
|
10,265
|
|
|
(1,231
|
)
|
|
11/12
|
|
40 years
|
||||||||
Bedford, IN
|
|
—
|
|
|
349
|
|
|
1,594
|
|
|
—
|
|
|
349
|
|
|
1,594
|
|
|
1,943
|
|
|
(259
|
)
|
|
04/14
|
|
40 years
|
||||||||
Seymour, IN
|
|
—
|
|
|
1,028
|
|
|
2,291
|
|
|
—
|
|
|
1,028
|
|
|
2,291
|
|
|
3,319
|
|
|
(349
|
)
|
|
04/14
|
|
40 years
|
||||||||
Wilder, KY
|
|
—
|
|
|
983
|
|
|
11,233
|
|
|
2,004
|
|
|
983
|
|
|
13,237
|
|
|
14,220
|
|
|
(1,838
|
)
|
|
04/14
|
|
40 years
|
||||||||
Bowling Green, KY
|
|
—
|
|
|
1,241
|
|
|
10,222
|
|
|
—
|
|
|
1,241
|
|
|
10,222
|
|
|
11,463
|
|
|
(1,542
|
)
|
|
04/14
|
|
40 years
|
||||||||
New Albany, IN
|
|
—
|
|
|
2,461
|
|
|
14,807
|
|
|
—
|
|
|
2,461
|
|
|
14,807
|
|
|
17,268
|
|
|
(2,189
|
)
|
|
04/14
|
|
40 years
|
||||||||
Clarksville, TN
|
|
—
|
|
|
3,764
|
|
|
16,769
|
|
|
4,706
|
|
|
3,764
|
|
|
21,475
|
|
|
25,239
|
|
|
(2,695
|
)
|
|
04/14
|
|
40 years
|
||||||||
Williamsport, PA
|
|
—
|
|
|
2,243
|
|
|
6,684
|
|
|
—
|
|
|
2,243
|
|
|
6,684
|
|
|
8,927
|
|
|
(1,041
|
)
|
|
04/14
|
|
40 years
|
||||||||
Noblesville, IN
|
|
—
|
|
|
886
|
|
|
7,453
|
|
|
2,019
|
|
|
886
|
|
|
9,472
|
|
|
10,358
|
|
|
(1,253
|
)
|
|
04/14
|
|
40 years
|
||||||||
Moline, IL
|
|
—
|
|
|
1,963
|
|
|
10,183
|
|
|
—
|
|
|
1,963
|
|
|
10,183
|
|
|
12,146
|
|
|
(1,524
|
)
|
|
04/14
|
|
40 years
|
||||||||
O'Fallon, MO
|
|
—
|
|
|
1,046
|
|
|
7,342
|
|
|
—
|
|
|
1,046
|
|
|
7,342
|
|
|
8,388
|
|
|
(1,092
|
)
|
|
04/14
|
|
40 years
|
||||||||
McDonough, GA
|
|
—
|
|
|
2,235
|
|
|
16,842
|
|
|
—
|
|
|
2,235
|
|
|
16,842
|
|
|
19,077
|
|
|
(2,512
|
)
|
|
04/14
|
|
40 years
|
||||||||
Sterling Heights, MI
|
|
—
|
|
|
10,849
|
|
|
—
|
|
|
258
|
|
|
10,919
|
|
|
188
|
|
|
11,107
|
|
|
(38
|
)
|
|
12/14
|
|
15 years
|
||||||||
Virginia Beach, VA
|
|
—
|
|
|
2,544
|
|
|
6,478
|
|
|
—
|
|
|
2,544
|
|
|
6,478
|
|
|
9,022
|
|
|
(783
|
)
|
|
02/15
|
|
40 years
|
||||||||
Yulee, FL
|
|
—
|
|
|
1,036
|
|
|
6,934
|
|
|
—
|
|
|
1,036
|
|
|
6,934
|
|
|
7,970
|
|
|
(838
|
)
|
|
02/15
|
|
40 years
|
||||||||
Jacksonville, FL
|
|
—
|
|
|
5,080
|
|
|
22,064
|
|
|
—
|
|
|
5,080
|
|
|
22,064
|
|
|
27,144
|
|
|
(4,036
|
)
|
|
05/15
|
|
25 years
|
||||||||
Denham Springs, LA
|
|
—
|
|
|
—
|
|
|
5,093
|
|
|
4,162
|
|
|
—
|
|
|
9,255
|
|
|
9,255
|
|
|
(767
|
)
|
|
05/15
|
|
40 years
|
||||||||
Crystal Lake, IL
|
|
—
|
|
|
2,980
|
|
|
13,521
|
|
|
568
|
|
|
2,980
|
|
|
14,089
|
|
|
17,069
|
|
|
(2,550
|
)
|
|
07/15
|
|
25 years
|
||||||||
Laredo, TX
|
|
—
|
|
|
1,353
|
|
|
7,886
|
|
|
—
|
|
|
1,353
|
|
|
7,886
|
|
|
9,239
|
|
|
(788
|
)
|
|
12/15
|
|
40 years
|
||||||||
Corpus, Christi, TX
|
|
—
|
|
|
1,286
|
|
|
8,252
|
|
|
—
|
|
|
1,286
|
|
|
8,252
|
|
|
9,538
|
|
|
(602
|
)
|
|
12/15
|
|
40 years
|
||||||||
Delmont, PA
|
|
—
|
|
|
673
|
|
|
621
|
|
|
—
|
|
|
673
|
|
|
621
|
|
|
1,294
|
|
|
(103
|
)
|
|
06/16
|
|
25 years
|
||||||||
Kennewick, WA
|
|
—
|
|
|
2,484
|
|
|
4,901
|
|
|
—
|
|
|
2,484
|
|
|
4,901
|
|
|
7,385
|
|
|
(770
|
)
|
|
06/16
|
|
25 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Franklin, TN
|
|
—
|
|
|
10,158
|
|
|
17,549
|
|
|
9,018
|
|
|
10,158
|
|
|
26,567
|
|
|
36,725
|
|
|
(3,511
|
)
|
|
06/16
|
|
25 years
|
||||||||
Mobile, AL
|
|
—
|
|
|
2,116
|
|
|
16,657
|
|
|
—
|
|
|
2,116
|
|
|
16,657
|
|
|
18,773
|
|
|
(2,478
|
)
|
|
06/16
|
|
25 years
|
||||||||
El Paso, TX
|
|
—
|
|
|
2,957
|
|
|
10,961
|
|
|
3,905
|
|
|
2,957
|
|
|
14,866
|
|
|
17,823
|
|
|
(1,883
|
)
|
|
06/16
|
|
25 years
|
||||||||
Edinburg, TX
|
|
—
|
|
|
1,982
|
|
|
16,964
|
|
|
5,680
|
|
|
1,982
|
|
|
22,644
|
|
|
24,626
|
|
|
(2,975
|
)
|
|
06/16
|
|
25 years
|
||||||||
Hendersonville, TN
|
|
—
|
|
|
2,784
|
|
|
8,034
|
|
|
4,160
|
|
|
2,784
|
|
|
12,194
|
|
|
14,978
|
|
|
(1,150
|
)
|
|
07/16
|
|
30 years
|
||||||||
Houston, TX
|
|
—
|
|
|
965
|
|
|
10,002
|
|
|
—
|
|
|
965
|
|
|
10,002
|
|
|
10,967
|
|
|
(666
|
)
|
|
10/16
|
|
40 years
|
||||||||
Detroit, MI
|
|
—
|
|
|
4,299
|
|
|
13,810
|
|
|
—
|
|
|
4,299
|
|
|
13,810
|
|
|
18,109
|
|
|
(1,458
|
)
|
|
11/16
|
|
30 years
|
||||||||
Fort Worth, TX
|
|
—
|
|
|
—
|
|
|
11,385
|
|
|
—
|
|
|
—
|
|
|
11,385
|
|
|
11,385
|
|
|
(451
|
)
|
|
02/17
|
|
40 years
|
||||||||
Fort Wayne, IN
|
|
—
|
|
|
1,926
|
|
|
11,054
|
|
|
—
|
|
|
1,926
|
|
|
11,054
|
|
|
12,980
|
|
|
(1,156
|
)
|
|
05/17
|
|
27 years
|
||||||||
Wichita, KS
|
|
—
|
|
|
267
|
|
|
7,535
|
|
|
—
|
|
|
267
|
|
|
7,535
|
|
|
7,802
|
|
|
(846
|
)
|
|
05/17
|
|
23 years
|
||||||||
Wichita, KS
|
|
—
|
|
|
3,132
|
|
|
23,270
|
|
|
—
|
|
|
3,132
|
|
|
23,270
|
|
|
26,402
|
|
|
(2,729
|
)
|
|
05/17
|
|
23 years
|
||||||||
Richmond, TX
|
|
—
|
|
|
7,251
|
|
|
36,534
|
|
|
(27
|
)
|
|
7,251
|
|
|
36,507
|
|
|
43,758
|
|
|
(2,382
|
)
|
|
08/17
|
|
40 years
|
||||||||
Tomball, TX
|
|
—
|
|
|
3,416
|
|
|
26,918
|
|
|
—
|
|
|
3,416
|
|
|
26,918
|
|
|
30,334
|
|
|
(1,712
|
)
|
|
08/17
|
|
40 years
|
||||||||
Cleveland, OH
|
|
—
|
|
|
2,671
|
|
|
17,526
|
|
|
—
|
|
|
2,671
|
|
|
17,526
|
|
|
20,197
|
|
|
(1,855
|
)
|
|
08/17
|
|
25 years
|
||||||||
Little Rock, AR
|
|
—
|
|
|
1,789
|
|
|
10,780
|
|
|
—
|
|
|
1,789
|
|
|
10,780
|
|
|
12,569
|
|
|
(592
|
)
|
|
01/18
|
|
40 years
|
||||||||
Conway, AR
|
|
—
|
|
|
1,316
|
|
|
5,553
|
|
|
—
|
|
|
1,316
|
|
|
5,553
|
|
|
6,869
|
|
|
(371
|
)
|
|
03/18
|
|
30 years
|
||||||||
Lynbrook, NY
|
|
—
|
|
|
1,753
|
|
|
28,400
|
|
|
—
|
|
|
1,753
|
|
|
28,400
|
|
|
30,153
|
|
|
(1,089
|
)
|
|
06/18
|
|
40 years
|
||||||||
Long Island, NY
|
|
—
|
|
|
—
|
|
|
12,479
|
|
|
267
|
|
|
—
|
|
|
12,746
|
|
|
12,746
|
|
|
(572
|
)
|
|
12/18
|
|
25 years
|
||||||||
Brandywine, MD
|
|
—
|
|
|
5,251
|
|
|
10,520
|
|
|
—
|
|
|
5,251
|
|
|
10,520
|
|
|
15,771
|
|
|
(273
|
)
|
|
03/19
|
|
34 years
|
||||||||
Cincinnati, OH
|
|
—
|
|
|
2,831
|
|
|
11,430
|
|
|
—
|
|
|
2,831
|
|
|
11,430
|
|
|
14,261
|
|
|
(282
|
)
|
|
03/19
|
|
35 years
|
||||||||
Louisville, KY
|
|
—
|
|
|
3,726
|
|
|
27,312
|
|
|
—
|
|
|
3,726
|
|
|
27,312
|
|
|
31,038
|
|
|
(565
|
)
|
|
03/19
|
|
40 years
|
||||||||
Riverview, FL
|
|
—
|
|
|
2,339
|
|
|
15,901
|
|
|
—
|
|
|
2,339
|
|
|
15,901
|
|
|
18,240
|
|
|
(361
|
)
|
|
03/19
|
|
37 years
|
||||||||
Savoy, IL
|
|
—
|
|
|
1,938
|
|
|
10,554
|
|
|
—
|
|
|
1,938
|
|
|
10,554
|
|
|
12,492
|
|
|
(326
|
)
|
|
06/19
|
|
25 years
|
||||||||
Dublin, CA
|
|
—
|
|
|
15,662
|
|
|
25,496
|
|
|
—
|
|
|
15,662
|
|
|
25,496
|
|
|
41,158
|
|
|
(581
|
)
|
|
06/19
|
|
30 years
|
||||||||
Ontario, CA
|
|
—
|
|
|
8,019
|
|
|
15,708
|
|
|
—
|
|
|
8,019
|
|
|
15,708
|
|
|
23,727
|
|
|
(426
|
)
|
|
06/19
|
|
24 years
|
||||||||
Columbia, SC
|
|
—
|
|
|
7,009
|
|
|
17,318
|
|
|
—
|
|
|
7,009
|
|
|
17,318
|
|
|
24,327
|
|
|
(282
|
)
|
|
06/19
|
|
40 years
|
||||||||
Columbia, MD
|
|
—
|
|
|
12,642
|
|
|
14,152
|
|
|
—
|
|
|
12,642
|
|
|
14,152
|
|
|
26,794
|
|
|
(303
|
)
|
|
06/19
|
|
34 years
|
||||||||
Charlotte, NC
|
|
—
|
|
|
4,257
|
|
|
15,121
|
|
|
—
|
|
|
4,257
|
|
|
15,121
|
|
|
19,378
|
|
|
(289
|
)
|
|
06/19
|
|
35 years
|
||||||||
Foothill Ranch, CA
|
|
—
|
|
|
7,653
|
|
|
14,090
|
|
|
—
|
|
|
7,653
|
|
|
14,090
|
|
|
21,743
|
|
|
(396
|
)
|
|
06/19
|
|
29 years
|
||||||||
Wilsonville, OR
|
|
—
|
|
|
2,742
|
|
|
1,301
|
|
|
—
|
|
|
2,742
|
|
|
1,301
|
|
|
4,043
|
|
|
(86
|
)
|
|
06/19
|
|
23 years
|
||||||||
Raleigh, NC
|
|
—
|
|
|
5,376
|
|
|
12,516
|
|
|
—
|
|
|
5,376
|
|
|
12,516
|
|
|
17,892
|
|
|
(299
|
)
|
|
06/19
|
|
30 years
|
||||||||
Gastonia, NC
|
|
—
|
|
|
4,039
|
|
|
9,199
|
|
|
—
|
|
|
4,039
|
|
|
9,199
|
|
|
13,238
|
|
|
(224
|
)
|
|
06/19
|
|
30 years
|
||||||||
Abingdon, MD
|
|
—
|
|
|
4,613
|
|
|
6,171
|
|
|
—
|
|
|
4,613
|
|
|
6,171
|
|
|
10,784
|
|
|
(221
|
)
|
|
06/19
|
|
24 years
|
||||||||
Midland, TX
|
|
—
|
|
|
2,495
|
|
|
12,965
|
|
|
—
|
|
|
2,495
|
|
|
12,965
|
|
|
15,460
|
|
|
(257
|
)
|
|
06/19
|
|
35 years
|
||||||||
Port Richey, FL
|
|
—
|
|
|
1,564
|
|
|
7,103
|
|
|
—
|
|
|
1,564
|
|
|
7,103
|
|
|
8,667
|
|
|
(221
|
)
|
|
06/19
|
|
26 years
|
||||||||
Hillsboro, OR
|
|
—
|
|
|
3,392
|
|
|
5,697
|
|
|
—
|
|
|
3,392
|
|
|
5,697
|
|
|
9,089
|
|
|
(223
|
)
|
|
06/19
|
|
23 years
|
||||||||
Woodway, TX
|
|
—
|
|
|
2,376
|
|
|
7,309
|
|
|
—
|
|
|
2,376
|
|
|
7,309
|
|
|
9,685
|
|
|
(239
|
)
|
|
06/19
|
|
24 years
|
||||||||
San Jacinto, CA
|
|
—
|
|
|
1,960
|
|
|
5,073
|
|
|
—
|
|
|
1,960
|
|
|
5,073
|
|
|
7,033
|
|
|
(170
|
)
|
|
06/19
|
|
23 years
|
||||||||
Albany, OR
|
|
—
|
|
|
2,049
|
|
|
3,920
|
|
|
—
|
|
|
2,049
|
|
|
3,920
|
|
|
5,969
|
|
|
(108
|
)
|
|
06/19
|
|
30 years
|
||||||||
Lake City, FL
|
|
—
|
|
|
1,257
|
|
|
4,756
|
|
|
—
|
|
|
1,257
|
|
|
4,756
|
|
|
6,013
|
|
|
(134
|
)
|
|
06/19
|
|
27 years
|
||||||||
Anderson, SC
|
|
—
|
|
|
1,554
|
|
|
3,948
|
|
|
—
|
|
|
1,554
|
|
|
3,948
|
|
|
5,502
|
|
|
(133
|
)
|
|
06/19
|
|
24 years
|
||||||||
New Hartford, NY
|
|
—
|
|
|
946
|
|
|
11,985
|
|
|
—
|
|
|
946
|
|
|
11,985
|
|
|
12,931
|
|
|
(107
|
)
|
|
10/19
|
|
31 years
|
||||||||
Columbus, OH
|
|
—
|
|
|
5,211
|
|
|
14,179
|
|
|
—
|
|
|
5,211
|
|
|
14,179
|
|
|
19,390
|
|
|
(97
|
)
|
|
10/19
|
|
38 years
|
||||||||
Kenner, LA
|
|
—
|
|
|
5,299
|
|
|
14,000
|
|
|
—
|
|
|
5,299
|
|
|
14,000
|
|
|
19,299
|
|
|
(548
|
)
|
|
10/19
|
|
34 years
|
||||||||
Marana, AZ
|
|
—
|
|
|
2,384
|
|
|
5,438
|
|
|
—
|
|
|
2,384
|
|
|
5,438
|
|
|
7,822
|
|
|
(24
|
)
|
|
12/19
|
|
28 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eat & Play
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Westminster, CO
|
|
—
|
|
|
6,205
|
|
|
12,600
|
|
|
22,680
|
|
|
6,205
|
|
|
35,280
|
|
|
41,485
|
|
|
(19,268
|
)
|
|
12/01
|
|
40 years
|
||||||||
Westminster, CO
|
|
—
|
|
|
5,850
|
|
|
17,314
|
|
|
4,257
|
|
|
5,850
|
|
|
21,571
|
|
|
27,421
|
|
|
(8,140
|
)
|
|
06/99
|
|
40 years
|
||||||||
Houston, TX
|
|
—
|
|
|
3,653
|
|
|
1,365
|
|
|
(1,531
|
)
|
|
3,408
|
|
|
79
|
|
|
3,487
|
|
|
(19
|
)
|
|
05/00
|
|
40 years
|
||||||||
New Rochelle, NY
|
|
—
|
|
|
6,100
|
|
|
97,696
|
|
|
11,719
|
|
|
6,100
|
|
|
109,415
|
|
|
115,515
|
|
|
(44,695
|
)
|
|
10/03
|
|
40 years
|
||||||||
Kanata, ON
|
|
—
|
|
|
10,044
|
|
|
36,630
|
|
|
31,564
|
|
|
9,701
|
|
|
68,537
|
|
|
78,238
|
|
|
(24,605
|
)
|
|
03/04
|
|
40 years
|
||||||||
Mississagua, ON
|
|
—
|
|
|
9,221
|
|
|
17,593
|
|
|
22,768
|
|
|
11,712
|
|
|
37,870
|
|
|
49,582
|
|
|
(11,839
|
)
|
|
03/04
|
|
40 years
|
||||||||
Oakville, ON
|
|
—
|
|
|
10,044
|
|
|
23,646
|
|
|
9,454
|
|
|
9,701
|
|
|
33,443
|
|
|
43,144
|
|
|
(12,550
|
)
|
|
03/04
|
|
40 years
|
||||||||
Whitby, ON
|
|
—
|
|
|
10,202
|
|
|
21,960
|
|
|
27,829
|
|
|
12,658
|
|
|
47,333
|
|
|
59,991
|
|
|
(16,555
|
)
|
|
03/04
|
|
40 years
|
||||||||
Burbank, CA
|
|
—
|
|
|
16,584
|
|
|
35,016
|
|
|
12,618
|
|
|
16,584
|
|
|
47,634
|
|
|
64,218
|
|
|
(15,350
|
)
|
|
03/05
|
|
40 years
|
||||||||
Northbrook, IL
|
|
—
|
|
|
—
|
|
|
7,025
|
|
|
586
|
|
|
—
|
|
|
7,611
|
|
|
7,611
|
|
|
(1,538
|
)
|
|
07/11
|
|
40 years
|
||||||||
Allen, TX
|
|
—
|
|
|
—
|
|
|
10,007
|
|
|
1,151
|
|
|
—
|
|
|
11,158
|
|
|
11,158
|
|
|
(2,940
|
)
|
|
02/12
|
|
29 years
|
||||||||
Dallas, TX
|
|
—
|
|
|
—
|
|
|
10,007
|
|
|
1,771
|
|
|
—
|
|
|
11,778
|
|
|
11,778
|
|
|
(2,978
|
)
|
|
02/12
|
|
30 years
|
||||||||
Oakbrook, IL
|
|
—
|
|
|
—
|
|
|
8,068
|
|
|
536
|
|
|
—
|
|
|
8,604
|
|
|
8,604
|
|
|
(1,515
|
)
|
|
03/12
|
|
40 years
|
||||||||
Jacksonville, FL
|
|
—
|
|
|
4,510
|
|
|
5,061
|
|
|
4,670
|
|
|
4,510
|
|
|
9,731
|
|
|
14,241
|
|
|
(2,827
|
)
|
|
02/12
|
|
30 years
|
||||||||
Indianapolis, IN
|
|
—
|
|
|
4,298
|
|
|
6,320
|
|
|
5,454
|
|
|
4,377
|
|
|
11,695
|
|
|
16,072
|
|
|
(2,248
|
)
|
|
02/12
|
|
40 years
|
||||||||
Houston, TX
|
|
—
|
|
|
—
|
|
|
12,403
|
|
|
394
|
|
|
—
|
|
|
12,797
|
|
|
12,797
|
|
|
(2,359
|
)
|
|
09/12
|
|
40 years
|
||||||||
Colony, TX
|
|
—
|
|
|
4,004
|
|
|
13,665
|
|
|
(240
|
)
|
|
4,004
|
|
|
13,425
|
|
|
17,429
|
|
|
(2,014
|
)
|
|
12/12
|
|
40 years
|
||||||||
Alpharetta, GA
|
|
—
|
|
|
5,608
|
|
|
16,616
|
|
|
—
|
|
|
5,608
|
|
|
16,616
|
|
|
22,224
|
|
|
(2,285
|
)
|
|
05/13
|
|
40 years
|
||||||||
Scottsdale, AZ
|
|
—
|
|
|
—
|
|
|
16,942
|
|
|
—
|
|
|
—
|
|
|
16,942
|
|
|
16,942
|
|
|
(2,329
|
)
|
|
06/13
|
|
40 years
|
||||||||
Spring, TX
|
|
—
|
|
|
4,928
|
|
|
14,522
|
|
|
—
|
|
|
4,928
|
|
|
14,522
|
|
|
19,450
|
|
|
(2,057
|
)
|
|
07/13
|
|
40 years
|
||||||||
Warrenville, IL
|
|
—
|
|
|
—
|
|
|
6,469
|
|
|
2,216
|
|
|
—
|
|
|
8,685
|
|
|
8,685
|
|
|
(1,773
|
)
|
|
10/13
|
|
40 years
|
||||||||
San Antonio, TX
|
|
—
|
|
|
—
|
|
|
15,976
|
|
|
79
|
|
|
—
|
|
|
16,055
|
|
|
16,055
|
|
|
(1,932
|
)
|
|
12/13
|
|
40 years
|
||||||||
Tampa, FL
|
|
—
|
|
|
—
|
|
|
15,726
|
|
|
(67
|
)
|
|
—
|
|
|
15,659
|
|
|
15,659
|
|
|
(2,065
|
)
|
|
02/14
|
|
40 years
|
||||||||
Gilbert, AZ
|
|
—
|
|
|
4,735
|
|
|
16,130
|
|
|
(267
|
)
|
|
4,735
|
|
|
15,863
|
|
|
20,598
|
|
|
(1,983
|
)
|
|
02/14
|
|
40 years
|
||||||||
Overland Park, KS
|
|
—
|
|
|
5,519
|
|
|
17,330
|
|
|
—
|
|
|
5,519
|
|
|
17,330
|
|
|
22,849
|
|
|
(1,942
|
)
|
|
05/14
|
|
40 years
|
||||||||
Centennial, CO
|
|
—
|
|
|
3,013
|
|
|
19,106
|
|
|
403
|
|
|
3,013
|
|
|
19,509
|
|
|
22,522
|
|
|
(2,108
|
)
|
|
06/14
|
|
40 years
|
||||||||
Atlanta, GA
|
|
—
|
|
|
8,143
|
|
|
17,289
|
|
|
—
|
|
|
8,143
|
|
|
17,289
|
|
|
25,432
|
|
|
(1,909
|
)
|
|
06/14
|
|
40 years
|
||||||||
Ashburn VA
|
|
—
|
|
|
—
|
|
|
16,873
|
|
|
101
|
|
|
—
|
|
|
16,974
|
|
|
16,974
|
|
|
(1,829
|
)
|
|
06/14
|
|
40 years
|
||||||||
Naperville, IL
|
|
—
|
|
|
8,824
|
|
|
20,279
|
|
|
(665
|
)
|
|
8,824
|
|
|
19,614
|
|
|
28,438
|
|
|
(2,125
|
)
|
|
08/14
|
|
40 years
|
||||||||
Oklahoma City, OK
|
|
—
|
|
|
3,086
|
|
|
16,421
|
|
|
(252
|
)
|
|
3,086
|
|
|
16,169
|
|
|
19,255
|
|
|
(1,819
|
)
|
|
09/14
|
|
40 years
|
||||||||
Webster, TX
|
|
—
|
|
|
5,631
|
|
|
17,732
|
|
|
927
|
|
|
5,338
|
|
|
18,952
|
|
|
24,290
|
|
|
(1,953
|
)
|
|
11/14
|
|
40 years
|
||||||||
Virginia Beach, VA
|
|
—
|
|
|
6,948
|
|
|
18,715
|
|
|
(304
|
)
|
|
6,348
|
|
|
19,011
|
|
|
25,359
|
|
|
(1,898
|
)
|
|
12/14
|
|
40 years
|
||||||||
Edison, NJ
|
|
—
|
|
|
—
|
|
|
22,792
|
|
|
1,422
|
|
|
—
|
|
|
24,214
|
|
|
24,214
|
|
|
(1,811
|
)
|
|
04/15
|
|
40 years
|
||||||||
Schaumburg, IL
|
|
—
|
|
|
598
|
|
|
5,372
|
|
|
—
|
|
|
598
|
|
|
5,372
|
|
|
5,970
|
|
|
(716
|
)
|
|
04/15
|
|
30 years
|
||||||||
Jacksonville, FL
|
|
—
|
|
|
6,732
|
|
|
21,823
|
|
|
(1,201
|
)
|
|
6,732
|
|
|
20,622
|
|
|
27,354
|
|
|
(1,661
|
)
|
|
09/15
|
|
40 years
|
||||||||
Roseville, CA
|
|
—
|
|
|
6,868
|
|
|
23,959
|
|
|
(1,928
|
)
|
|
6,868
|
|
|
22,031
|
|
|
28,899
|
|
|
(1,815
|
)
|
|
10/15
|
|
30 years
|
||||||||
Portland, OR
|
|
—
|
|
|
—
|
|
|
23,466
|
|
|
(541
|
)
|
|
—
|
|
|
22,925
|
|
|
22,925
|
|
|
(1,946
|
)
|
|
11/15
|
|
40 years
|
||||||||
Orlando, FL
|
|
—
|
|
|
8,586
|
|
|
22,493
|
|
|
1,120
|
|
|
8,586
|
|
|
23,613
|
|
|
32,199
|
|
|
(1,379
|
)
|
|
01/16
|
|
40 years
|
||||||||
Marietta, GA
|
|
—
|
|
|
3,116
|
|
|
11,872
|
|
|
—
|
|
|
3,116
|
|
|
11,872
|
|
|
14,988
|
|
|
(1,680
|
)
|
|
02/16
|
|
35 years
|
||||||||
Charlotte, NC
|
|
—
|
|
|
4,676
|
|
|
21,422
|
|
|
(867
|
)
|
|
4,676
|
|
|
20,555
|
|
|
25,231
|
|
|
(1,380
|
)
|
|
04/16
|
|
40 years
|
||||||||
Orlando, FL
|
|
—
|
|
|
9,382
|
|
|
16,225
|
|
|
58
|
|
|
9,382
|
|
|
16,283
|
|
|
25,665
|
|
|
(916
|
)
|
|
05/16
|
|
40 years
|
||||||||
Stapleton, CO
|
|
—
|
|
|
1,062
|
|
|
6,329
|
|
|
—
|
|
|
1,062
|
|
|
6,329
|
|
|
7,391
|
|
|
(407
|
)
|
|
05/16
|
|
40 years
|
||||||||
Fort Worth, TX
|
|
—
|
|
|
4,674
|
|
|
17,537
|
|
|
—
|
|
|
4,674
|
|
|
17,537
|
|
|
22,211
|
|
|
(1,169
|
)
|
|
08/16
|
|
40 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Nashville, TN
|
|
—
|
|
|
—
|
|
|
26,685
|
|
|
136
|
|
|
—
|
|
|
26,821
|
|
|
26,821
|
|
|
(1,594
|
)
|
|
12/16
|
|
40 years
|
||||||||
Dallas, TX
|
|
—
|
|
|
3,318
|
|
|
7,835
|
|
|
4
|
|
|
3,318
|
|
|
7,839
|
|
|
11,157
|
|
|
(554
|
)
|
|
12/16
|
|
40 years
|
||||||||
San Antonio, TX
|
|
—
|
|
|
6,502
|
|
|
15,338
|
|
|
(628
|
)
|
|
6,502
|
|
|
14,710
|
|
|
21,212
|
|
|
(495
|
)
|
|
08/17
|
|
40 years
|
||||||||
Cleveland, OH
|
|
—
|
|
|
2,389
|
|
|
3,546
|
|
|
294
|
|
|
2,389
|
|
|
3,840
|
|
|
6,229
|
|
|
(455
|
)
|
|
08/17
|
|
25 years
|
||||||||
Huntsville, AL
|
|
—
|
|
|
53
|
|
|
17,595
|
|
|
(1,938
|
)
|
|
53
|
|
|
15,657
|
|
|
15,710
|
|
|
(1,008
|
)
|
|
08/17
|
|
40 years
|
||||||||
El Paso, TX
|
|
—
|
|
|
2,688
|
|
|
17,373
|
|
|
—
|
|
|
2,688
|
|
|
17,373
|
|
|
20,061
|
|
|
(1,056
|
)
|
|
02/18
|
|
40 years
|
||||||||
Pittsburgh, PA
|
|
—
|
|
|
7,897
|
|
|
21,812
|
|
|
(1,039
|
)
|
|
7,897
|
|
|
20,773
|
|
|
28,670
|
|
|
(828
|
)
|
|
07/18
|
|
40 years
|
||||||||
Philadelphia, PA
|
|
—
|
|
|
5,484
|
|
|
25,211
|
|
|
97
|
|
|
5,484
|
|
|
25,308
|
|
|
30,792
|
|
|
(783
|
)
|
|
12/18
|
|
40 years
|
||||||||
Auburn Hills, MI
|
|
—
|
|
|
4,219
|
|
|
27,704
|
|
|
(2,881
|
)
|
|
4,219
|
|
|
24,823
|
|
|
29,042
|
|
|
(713
|
)
|
|
12/18
|
|
40 years
|
||||||||
Greenville, SC
|
|
—
|
|
|
6,272
|
|
|
18,240
|
|
|
—
|
|
|
6,272
|
|
|
18,240
|
|
|
24,512
|
|
|
(386
|
)
|
|
06/18
|
|
40 years
|
||||||||
Thornton, CO
|
|
—
|
|
|
5,419
|
|
|
23,635
|
|
|
—
|
|
|
5,419
|
|
|
23,635
|
|
|
29,054
|
|
|
(265
|
)
|
|
09/18
|
|
40 years
|
||||||||
Eugene, OR
|
|
—
|
|
|
1,321
|
|
|
—
|
|
|
—
|
|
|
1,321
|
|
|
—
|
|
|
1,321
|
|
|
—
|
|
|
06/19
|
|
n/a
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ski
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bellfontaine, OH
|
|
—
|
|
|
5,108
|
|
|
5,994
|
|
|
8,327
|
|
|
5,251
|
|
|
14,178
|
|
|
19,429
|
|
|
(4,415
|
)
|
|
11/05
|
|
40 years
|
||||||||
Tannersville, PA
|
|
—
|
|
|
34,940
|
|
|
34,629
|
|
|
4,377
|
|
|
34,940
|
|
|
39,006
|
|
|
73,946
|
|
|
(15,880
|
)
|
|
09/13
|
|
40 years
|
||||||||
McHenry, MD
|
|
—
|
|
|
8,394
|
|
|
15,910
|
|
|
3,207
|
|
|
9,708
|
|
|
17,803
|
|
|
27,511
|
|
|
(6,605
|
)
|
|
12/12
|
|
40 years
|
||||||||
Wintergreen, VA
|
|
—
|
|
|
5,739
|
|
|
16,126
|
|
|
1,927
|
|
|
5,739
|
|
|
18,053
|
|
|
23,792
|
|
|
(4,661
|
)
|
|
02/15
|
|
40 years
|
||||||||
Northstar, CA
|
|
—
|
|
|
48,178
|
|
|
88,532
|
|
|
—
|
|
|
48,178
|
|
|
88,532
|
|
|
136,710
|
|
|
(15,791
|
)
|
|
04/17
|
|
40 years
|
||||||||
Northstar, CA
|
|
—
|
|
|
7,827
|
|
|
18,112
|
|
|
—
|
|
|
7,827
|
|
|
18,112
|
|
|
25,939
|
|
|
(1,422
|
)
|
|
04/17
|
|
40 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Attractions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Denver, CO
|
|
—
|
|
|
753
|
|
|
6,218
|
|
|
—
|
|
|
753
|
|
|
6,218
|
|
|
6,971
|
|
|
(604
|
)
|
|
02/17
|
|
30 years
|
||||||||
Fort Worth, TX
|
|
—
|
|
|
824
|
|
|
7,066
|
|
|
—
|
|
|
824
|
|
|
7,066
|
|
|
7,890
|
|
|
(648
|
)
|
|
03/17
|
|
30 years
|
||||||||
Corfu, NY
|
|
—
|
|
|
5,112
|
|
|
43,637
|
|
|
2,500
|
|
|
5,112
|
|
|
46,137
|
|
|
51,249
|
|
|
(6,069
|
)
|
|
04/17
|
|
30 years
|
||||||||
Oklahoma City, OK
|
|
—
|
|
|
7,976
|
|
|
17,624
|
|
|
—
|
|
|
7,976
|
|
|
17,624
|
|
|
25,600
|
|
|
(2,018
|
)
|
|
04/17
|
|
30 years
|
||||||||
Hot Springs, AR
|
|
—
|
|
|
3,351
|
|
|
4,967
|
|
|
—
|
|
|
3,351
|
|
|
4,967
|
|
|
8,318
|
|
|
(562
|
)
|
|
04/17
|
|
30 years
|
||||||||
Riviera Beach, FL
|
|
—
|
|
|
17,450
|
|
|
29,713
|
|
|
—
|
|
|
17,450
|
|
|
29,713
|
|
|
47,163
|
|
|
(3,402
|
)
|
|
04/17
|
|
30 years
|
||||||||
Oklahoma City, OK
|
|
—
|
|
|
1,423
|
|
|
18,097
|
|
|
—
|
|
|
1,423
|
|
|
18,097
|
|
|
19,520
|
|
|
(2,137
|
)
|
|
04/17
|
|
30 years
|
||||||||
Springs, TX
|
|
—
|
|
|
18,776
|
|
|
31,402
|
|
|
—
|
|
|
18,776
|
|
|
31,402
|
|
|
50,178
|
|
|
(3,686
|
)
|
|
04/17
|
|
30 years
|
||||||||
Glendale, AZ
|
|
—
|
|
|
—
|
|
|
20,514
|
|
|
2,969
|
|
|
—
|
|
|
23,483
|
|
|
23,483
|
|
|
(2,885
|
)
|
|
04/17
|
|
30 years
|
||||||||
Kapolei, HI
|
|
—
|
|
|
—
|
|
|
8,351
|
|
|
1,542
|
|
|
—
|
|
|
9,893
|
|
|
9,893
|
|
|
(1,114
|
)
|
|
04/17
|
|
30 years
|
||||||||
Federal Way, WA
|
|
—
|
|
|
—
|
|
|
13,949
|
|
|
(63
|
)
|
|
—
|
|
|
13,886
|
|
|
13,886
|
|
|
(2,107
|
)
|
|
04/17
|
|
12 years
|
||||||||
Colony, TX
|
|
—
|
|
|
—
|
|
|
7,617
|
|
|
(567
|
)
|
|
—
|
|
|
7,050
|
|
|
7,050
|
|
|
(841
|
)
|
|
04/17
|
|
30 years
|
||||||||
Garland, TX
|
|
—
|
|
|
—
|
|
|
5,601
|
|
|
389
|
|
|
—
|
|
|
5,990
|
|
|
5,990
|
|
|
(710
|
)
|
|
04/17
|
|
30 years
|
||||||||
Santa Monica, CA
|
|
—
|
|
|
—
|
|
|
13,874
|
|
|
15,717
|
|
|
—
|
|
|
29,591
|
|
|
29,591
|
|
|
(3,741
|
)
|
|
04/17
|
|
30 years
|
||||||||
Concord, CA
|
|
—
|
|
|
—
|
|
|
9,808
|
|
|
5,787
|
|
|
—
|
|
|
15,595
|
|
|
15,595
|
|
|
(1,832
|
)
|
|
04/17
|
|
30 years
|
||||||||
Tampa, FL
|
|
—
|
|
|
—
|
|
|
8,665
|
|
|
2,493
|
|
|
2,493
|
|
|
8,665
|
|
|
11,158
|
|
|
(674
|
)
|
|
08/17
|
|
30 years
|
||||||||
Fort Lauderdale, FL
|
|
—
|
|
|
—
|
|
|
10,816
|
|
|
—
|
|
|
—
|
|
|
10,816
|
|
|
10,816
|
|
|
(781
|
)
|
|
10/17
|
|
30 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Experiential Lodging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tannersville, PA
|
|
—
|
|
|
—
|
|
|
120,354
|
|
|
1,615
|
|
|
—
|
|
|
121,969
|
|
|
121,969
|
|
|
(13,411
|
)
|
|
05/15
|
|
40 years
|
||||||||
Pagosa Springs, CO
|
|
—
|
|
|
9,791
|
|
|
15,635
|
|
|
—
|
|
|
9,791
|
|
|
15,635
|
|
|
25,426
|
|
|
(1,142
|
)
|
|
06/18
|
|
30 years
|
||||||||
Kiamesha Lake, NY
|
|
—
|
|
|
34,897
|
|
|
228,462
|
|
|
—
|
|
|
34,897
|
|
|
228,462
|
|
|
263,359
|
|
|
(7,629
|
)
|
|
07/10
|
|
30 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Gaming
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Kiamesha Lake, NY
|
|
—
|
|
|
155,658
|
|
|
—
|
|
|
19,581
|
|
|
156,785
|
|
|
18,454
|
|
|
175,239
|
|
|
(481
|
)
|
|
07/10
|
|
n/a
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cultural
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
St. Louis, MO
|
|
—
|
|
|
5,481
|
|
|
41,951
|
|
|
—
|
|
|
5,481
|
|
|
41,951
|
|
|
47,432
|
|
|
(1,488
|
)
|
|
12/18
|
|
40 years
|
||||||||
Branson, MO
|
|
—
|
|
|
1,847
|
|
|
7,599
|
|
|
—
|
|
|
1,847
|
|
|
7,599
|
|
|
9,446
|
|
|
(145
|
)
|
|
05/19
|
|
40 years
|
||||||||
Pigeon Forge, TN
|
|
—
|
|
|
4,849
|
|
|
9,668
|
|
|
—
|
|
|
4,849
|
|
|
9,668
|
|
|
14,517
|
|
|
(186
|
)
|
|
05/19
|
|
40 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fitness & Wellness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Olathe, KS
|
|
—
|
|
|
2,417
|
|
|
16,878
|
|
|
—
|
|
|
2,417
|
|
|
16,878
|
|
|
19,295
|
|
|
(1,547
|
)
|
|
03/17
|
|
30 years
|
||||||||
Roseville, CA
|
|
—
|
|
|
1,807
|
|
|
6,082
|
|
|
—
|
|
|
1,807
|
|
|
6,082
|
|
|
7,889
|
|
|
(527
|
)
|
|
09/17
|
|
30 years
|
||||||||
Fort Collins, CO
|
|
—
|
|
|
2,043
|
|
|
5,769
|
|
|
—
|
|
|
2,043
|
|
|
5,769
|
|
|
7,812
|
|
|
(430
|
)
|
|
01/18
|
|
30 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Early Childhood Education Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Lake Pleasant, AZ
|
|
—
|
|
|
986
|
|
|
3,524
|
|
|
35
|
|
|
986
|
|
|
3,559
|
|
|
4,545
|
|
|
(821
|
)
|
|
03/13
|
|
30 years
|
||||||||
Goodyear, AZ
|
|
—
|
|
|
1,308
|
|
|
7,275
|
|
|
11
|
|
|
1,308
|
|
|
7,286
|
|
|
8,594
|
|
|
(1,627
|
)
|
|
06/13
|
|
30 years
|
||||||||
Oklahoma City, OK
|
|
—
|
|
|
1,149
|
|
|
9,839
|
|
|
557
|
|
|
1,149
|
|
|
10,396
|
|
|
11,545
|
|
|
(1,919
|
)
|
|
08/13
|
|
40 years
|
||||||||
Coppell, TX
|
|
—
|
|
|
1,547
|
|
|
10,168
|
|
|
17
|
|
|
1,547
|
|
|
10,185
|
|
|
11,732
|
|
|
(1,986
|
)
|
|
09/13
|
|
30 years
|
||||||||
Las Vegas, NV
|
|
—
|
|
|
944
|
|
|
9,191
|
|
|
—
|
|
|
944
|
|
|
9,191
|
|
|
10,135
|
|
|
(1,937
|
)
|
|
09/13
|
|
30 years
|
||||||||
Las Vegas, NV
|
|
—
|
|
|
985
|
|
|
6,721
|
|
|
145
|
|
|
985
|
|
|
6,866
|
|
|
7,851
|
|
|
(1,485
|
)
|
|
09/13
|
|
30 years
|
||||||||
Mesa, AZ
|
|
—
|
|
|
762
|
|
|
6,987
|
|
|
53
|
|
|
762
|
|
|
7,040
|
|
|
7,802
|
|
|
(1,708
|
)
|
|
01/14
|
|
30 years
|
||||||||
Gilbert, AZ
|
|
—
|
|
|
1,295
|
|
|
9,192
|
|
|
—
|
|
|
1,295
|
|
|
9,192
|
|
|
10,487
|
|
|
(1,733
|
)
|
|
03/14
|
|
30 years
|
||||||||
Cedar Park, TX
|
|
—
|
|
|
1,520
|
|
|
10,500
|
|
|
(282
|
)
|
|
1,278
|
|
|
10,460
|
|
|
11,738
|
|
|
(1,791
|
)
|
|
07/14
|
|
30 years
|
||||||||
Thornton, CO
|
|
—
|
|
|
1,384
|
|
|
10,542
|
|
|
96
|
|
|
1,384
|
|
|
10,638
|
|
|
12,022
|
|
|
(1,651
|
)
|
|
07/14
|
|
30 years
|
||||||||
Chicago, IL
|
|
—
|
|
|
1,294
|
|
|
4,375
|
|
|
19
|
|
|
1,294
|
|
|
4,394
|
|
|
5,688
|
|
|
(464
|
)
|
|
07/14
|
|
30 years
|
||||||||
Centennial, CO
|
|
—
|
|
|
1,249
|
|
|
10,771
|
|
|
441
|
|
|
1,249
|
|
|
11,212
|
|
|
12,461
|
|
|
(1,849
|
)
|
|
08/14
|
|
30 years
|
||||||||
McKinney, TX
|
|
—
|
|
|
1,812
|
|
|
12,419
|
|
|
1,817
|
|
|
1,812
|
|
|
14,236
|
|
|
16,048
|
|
|
(2,481
|
)
|
|
11/14
|
|
30 years
|
||||||||
Lakewood, CO
|
|
—
|
|
|
291
|
|
|
823
|
|
|
40
|
|
|
291
|
|
|
863
|
|
|
1,154
|
|
|
(157
|
)
|
|
01/15
|
|
30 years
|
||||||||
Castle Rock, CO
|
|
—
|
|
|
250
|
|
|
1,646
|
|
|
—
|
|
|
250
|
|
|
1,646
|
|
|
1,896
|
|
|
(288
|
)
|
|
01/15
|
|
30 years
|
||||||||
Lafayette, CO
|
|
—
|
|
|
293
|
|
|
663
|
|
|
57
|
|
|
293
|
|
|
720
|
|
|
1,013
|
|
|
(157
|
)
|
|
04/15
|
|
25 years
|
||||||||
Ashburn, VA
|
|
—
|
|
|
2,289
|
|
|
14,748
|
|
|
—
|
|
|
2,289
|
|
|
14,748
|
|
|
17,037
|
|
|
(1,930
|
)
|
|
06/15
|
|
30 years
|
||||||||
West Chester, OH
|
|
—
|
|
|
1,807
|
|
|
12,913
|
|
|
234
|
|
|
1,807
|
|
|
13,147
|
|
|
14,954
|
|
|
(1,577
|
)
|
|
07/15
|
|
30 years
|
||||||||
Ellisville, MO
|
|
—
|
|
|
2,465
|
|
|
15,063
|
|
|
—
|
|
|
2,465
|
|
|
15,063
|
|
|
17,528
|
|
|
(1,510
|
)
|
|
07/15
|
|
30 years
|
||||||||
Chanhassen, MN
|
|
—
|
|
|
2,603
|
|
|
15,613
|
|
|
(34
|
)
|
|
2,603
|
|
|
15,579
|
|
|
18,182
|
|
|
(1,788
|
)
|
|
08/15
|
|
30 years
|
||||||||
Maple Grove, MN
|
|
—
|
|
|
3,743
|
|
|
14,927
|
|
|
63
|
|
|
3,743
|
|
|
14,990
|
|
|
18,733
|
|
|
(2,415
|
)
|
|
08/15
|
|
30 years
|
||||||||
Carmel, IN
|
|
—
|
|
|
1,567
|
|
|
12,854
|
|
|
193
|
|
|
1,561
|
|
|
13,053
|
|
|
14,614
|
|
|
(1,660
|
)
|
|
09/15
|
|
30 years
|
||||||||
Atlanta, GA
|
|
—
|
|
|
956
|
|
|
1,850
|
|
|
—
|
|
|
956
|
|
|
1,850
|
|
|
2,806
|
|
|
(262
|
)
|
|
10/15
|
|
30 years
|
||||||||
Atlanta, GA
|
|
—
|
|
|
1,262
|
|
|
2,038
|
|
|
—
|
|
|
1,262
|
|
|
2,038
|
|
|
3,300
|
|
|
(289
|
)
|
|
10/15
|
|
30 years
|
||||||||
Fishers, IN
|
|
—
|
|
|
1,226
|
|
|
13,144
|
|
|
632
|
|
|
1,226
|
|
|
13,776
|
|
|
15,002
|
|
|
(1,168
|
)
|
|
12/15
|
|
30 years
|
||||||||
Westerville, OH
|
|
—
|
|
|
2,988
|
|
|
14,339
|
|
|
56
|
|
|
2,988
|
|
|
14,395
|
|
|
17,383
|
|
|
(1,498
|
)
|
|
04/16
|
|
30 years
|
||||||||
Las Vegas, NV
|
|
—
|
|
|
1,476
|
|
|
14,422
|
|
|
—
|
|
|
1,476
|
|
|
14,422
|
|
|
15,898
|
|
|
(1,623
|
)
|
|
06/16
|
|
30 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Louisville, KY
|
|
—
|
|
|
377
|
|
|
1,526
|
|
|
—
|
|
|
377
|
|
|
1,526
|
|
|
1,903
|
|
|
(174
|
)
|
|
08/16
|
|
30 years
|
||||||||
Louisville, KY
|
|
—
|
|
|
216
|
|
|
1,006
|
|
|
—
|
|
|
216
|
|
|
1,006
|
|
|
1,222
|
|
|
(115
|
)
|
|
08/16
|
|
30 years
|
||||||||
Cheshire, CT
|
|
—
|
|
|
420
|
|
|
3,650
|
|
|
—
|
|
|
420
|
|
|
3,650
|
|
|
4,070
|
|
|
(336
|
)
|
|
11/16
|
|
30 years
|
||||||||
Edina, MN
|
|
—
|
|
|
1,235
|
|
|
5,493
|
|
|
(323
|
)
|
|
1,235
|
|
|
5,170
|
|
|
6,405
|
|
|
(403
|
)
|
|
11/16
|
|
30 years
|
||||||||
Eagan, MN
|
|
—
|
|
|
783
|
|
|
4,833
|
|
|
(286
|
)
|
|
783
|
|
|
4,547
|
|
|
5,330
|
|
|
(419
|
)
|
|
11/16
|
|
30 years
|
||||||||
Louisville, KY
|
|
—
|
|
|
481
|
|
|
2,050
|
|
|
—
|
|
|
481
|
|
|
2,050
|
|
|
2,531
|
|
|
(211
|
)
|
|
12/16
|
|
30 years
|
||||||||
Bala Cynwyd, PA
|
|
—
|
|
|
1,785
|
|
|
3,759
|
|
|
—
|
|
|
1,785
|
|
|
3,759
|
|
|
5,544
|
|
|
(386
|
)
|
|
12/16
|
|
30 years
|
||||||||
Schaumburg, IL
|
|
—
|
|
|
642
|
|
|
4,962
|
|
|
—
|
|
|
642
|
|
|
4,962
|
|
|
5,604
|
|
|
(273
|
)
|
|
12/16
|
|
30 years
|
||||||||
Kennesaw, GA
|
|
—
|
|
|
690
|
|
|
844
|
|
|
—
|
|
|
690
|
|
|
844
|
|
|
1,534
|
|
|
(84
|
)
|
|
01/17
|
|
30 years
|
||||||||
Charlotte, NC
|
|
—
|
|
|
1,200
|
|
|
2,557
|
|
|
—
|
|
|
1,200
|
|
|
2,557
|
|
|
3,757
|
|
|
(153
|
)
|
|
01/17
|
|
35 years
|
||||||||
Charlotte, NC
|
|
—
|
|
|
2,501
|
|
|
2,079
|
|
|
—
|
|
|
2,501
|
|
|
2,079
|
|
|
4,580
|
|
|
(125
|
)
|
|
01/17
|
|
35 years
|
||||||||
Richardson, TX
|
|
—
|
|
|
474
|
|
|
2,046
|
|
|
—
|
|
|
474
|
|
|
2,046
|
|
|
2,520
|
|
|
(128
|
)
|
|
01/17
|
|
35 years
|
||||||||
Frisco, TX
|
|
—
|
|
|
999
|
|
|
3,064
|
|
|
—
|
|
|
999
|
|
|
3,064
|
|
|
4,063
|
|
|
(188
|
)
|
|
01/17
|
|
35 years
|
||||||||
Allen, TX
|
|
—
|
|
|
910
|
|
|
3,719
|
|
|
—
|
|
|
910
|
|
|
3,719
|
|
|
4,629
|
|
|
(233
|
)
|
|
01/17
|
|
35 years
|
||||||||
Southlake, TX
|
|
—
|
|
|
920
|
|
|
2,766
|
|
|
—
|
|
|
920
|
|
|
2,766
|
|
|
3,686
|
|
|
(173
|
)
|
|
01/17
|
|
35 years
|
||||||||
Lewis Center, OH
|
|
—
|
|
|
410
|
|
|
4,285
|
|
|
—
|
|
|
410
|
|
|
4,285
|
|
|
4,695
|
|
|
(249
|
)
|
|
01/17
|
|
35 years
|
||||||||
Dublin, OH
|
|
—
|
|
|
581
|
|
|
4,223
|
|
|
—
|
|
|
581
|
|
|
4,223
|
|
|
4,804
|
|
|
(245
|
)
|
|
01/17
|
|
35 years
|
||||||||
Plano, TX
|
|
—
|
|
|
400
|
|
|
2,647
|
|
|
—
|
|
|
400
|
|
|
2,647
|
|
|
3,047
|
|
|
(170
|
)
|
|
01/17
|
|
35 years
|
||||||||
Carrollton, TX
|
|
—
|
|
|
329
|
|
|
1,389
|
|
|
—
|
|
|
329
|
|
|
1,389
|
|
|
1,718
|
|
|
(91
|
)
|
|
01/17
|
|
35 years
|
||||||||
Davenport, FL
|
|
—
|
|
|
3,000
|
|
|
5,877
|
|
|
—
|
|
|
3,000
|
|
|
5,877
|
|
|
8,877
|
|
|
(353
|
)
|
|
01/17
|
|
35 years
|
||||||||
Tallahassee, FL
|
|
—
|
|
|
952
|
|
|
3,205
|
|
|
—
|
|
|
952
|
|
|
3,205
|
|
|
4,157
|
|
|
(205
|
)
|
|
01/17
|
|
35 years
|
||||||||
Sunrise, FL
|
|
—
|
|
|
1,400
|
|
|
1,856
|
|
|
—
|
|
|
1,400
|
|
|
1,856
|
|
|
3,256
|
|
|
(115
|
)
|
|
01/17
|
|
35 years
|
||||||||
Chaska, MN
|
|
—
|
|
|
328
|
|
|
6,140
|
|
|
—
|
|
|
328
|
|
|
6,140
|
|
|
6,468
|
|
|
(354
|
)
|
|
01/17
|
|
35 years
|
||||||||
Loretto, MN
|
|
—
|
|
|
286
|
|
|
3,511
|
|
|
—
|
|
|
286
|
|
|
3,511
|
|
|
3,797
|
|
|
(209
|
)
|
|
01/17
|
|
35 years
|
||||||||
Minneapolis, MN
|
|
—
|
|
|
920
|
|
|
3,700
|
|
|
—
|
|
|
920
|
|
|
3,700
|
|
|
4,620
|
|
|
(214
|
)
|
|
01/17
|
|
35 years
|
||||||||
Wayzata, MN
|
|
—
|
|
|
810
|
|
|
1,962
|
|
|
—
|
|
|
810
|
|
|
1,962
|
|
|
2,772
|
|
|
(119
|
)
|
|
01/17
|
|
35 years
|
||||||||
Plymouth, MN
|
|
—
|
|
|
1,563
|
|
|
4,905
|
|
|
—
|
|
|
1,563
|
|
|
4,905
|
|
|
6,468
|
|
|
(297
|
)
|
|
01/17
|
|
35 years
|
||||||||
Maple Grove, MN
|
|
—
|
|
|
951
|
|
|
3,291
|
|
|
—
|
|
|
951
|
|
|
3,291
|
|
|
4,242
|
|
|
(196
|
)
|
|
01/17
|
|
35 years
|
||||||||
Chula Vista, CA
|
|
—
|
|
|
210
|
|
|
2,186
|
|
|
—
|
|
|
210
|
|
|
2,186
|
|
|
2,396
|
|
|
(142
|
)
|
|
01/17
|
|
35 years
|
||||||||
Lincolnshire, IL
|
|
—
|
|
|
1,006
|
|
|
4,799
|
|
|
—
|
|
|
1,006
|
|
|
4,799
|
|
|
5,805
|
|
|
(313
|
)
|
|
02/17
|
|
30 years
|
||||||||
New Berlin, WI
|
|
—
|
|
|
368
|
|
|
1,704
|
|
|
—
|
|
|
368
|
|
|
1,704
|
|
|
2,072
|
|
|
(166
|
)
|
|
02/17
|
|
30 years
|
||||||||
Oak Creek, WI
|
|
—
|
|
|
283
|
|
|
1,690
|
|
|
—
|
|
|
283
|
|
|
1,690
|
|
|
1,973
|
|
|
(164
|
)
|
|
02/17
|
|
30 years
|
||||||||
Minnetonka, MN
|
|
—
|
|
|
911
|
|
|
4,833
|
|
|
659
|
|
|
931
|
|
|
5,472
|
|
|
6,403
|
|
|
(467
|
)
|
|
03/17
|
|
30 years
|
||||||||
Crowley, TX
|
|
—
|
|
|
1,150
|
|
|
2,862
|
|
|
—
|
|
|
1,150
|
|
|
2,862
|
|
|
4,012
|
|
|
(257
|
)
|
|
05/17
|
|
30 years
|
||||||||
Fort Worth, TX
|
|
—
|
|
|
1,927
|
|
|
2,077
|
|
|
—
|
|
|
1,927
|
|
|
2,077
|
|
|
4,004
|
|
|
(192
|
)
|
|
05/17
|
|
30 years
|
||||||||
Berlin, CT
|
|
—
|
|
|
494
|
|
|
2,958
|
|
|
—
|
|
|
494
|
|
|
2,958
|
|
|
3,452
|
|
|
(254
|
)
|
|
06/17
|
|
30 years
|
||||||||
Portland, OR
|
|
—
|
|
|
2,604
|
|
|
585
|
|
|
—
|
|
|
2,604
|
|
|
585
|
|
|
3,189
|
|
|
(38
|
)
|
|
01/18
|
|
35 years
|
||||||||
Orlando, FL
|
|
—
|
|
|
955
|
|
|
4,273
|
|
|
—
|
|
|
955
|
|
|
4,273
|
|
|
5,228
|
|
|
(242
|
)
|
|
02/18
|
|
35 years
|
||||||||
McKinney, TX
|
|
—
|
|
|
1,233
|
|
|
4,447
|
|
|
—
|
|
|
1,233
|
|
|
4,447
|
|
|
5,680
|
|
|
(44
|
)
|
|
02/18
|
|
30 years
|
||||||||
Fort Mill, SC
|
|
—
|
|
|
629
|
|
|
3,957
|
|
|
—
|
|
|
629
|
|
|
3,957
|
|
|
4,586
|
|
|
(160
|
)
|
|
09/18
|
|
35 years
|
||||||||
Indian Land, SC
|
|
—
|
|
|
907
|
|
|
3,784
|
|
|
—
|
|
|
907
|
|
|
3,784
|
|
|
4,691
|
|
|
(163
|
)
|
|
09/18
|
|
35 years
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2019
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
Initial cost
|
|
Additions (Dispositions) (Impairments) Subsequent to acquisition
|
|
Gross Amount at December 31, 2019
|
|
|
|
|
|
|
||||||||||||||||||||||
Location
|
|
Debt
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Land
|
|
Buildings,
Equipment, Leasehold Interests &
Improvements
|
|
Total
|
|
Accumulated
depreciation
|
|
Date
acquired
|
|
Depreciation
life
|
||||||||||||||||||
Sicklerville, NJ
|
|
—
|
|
|
694
|
|
|
1,876
|
|
|
—
|
|
|
694
|
|
|
1,876
|
|
|
2,570
|
|
|
(44
|
)
|
|
06/19
|
|
30 years
|
||||||||
Pennington, NJ
|
|
—
|
|
|
1,018
|
|
|
2,284
|
|
|
—
|
|
|
1,018
|
|
|
2,284
|
|
|
3,302
|
|
|
(67
|
)
|
|
08/19
|
|
24 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Private Schools
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
San Jose, CA
|
|
—
|
|
|
9,966
|
|
|
25,535
|
|
|
2,407
|
|
|
9,966
|
|
|
27,942
|
|
|
37,908
|
|
|
(4,336
|
)
|
|
12/13
|
|
40 years
|
||||||||
Brooklyn, NY
|
|
—
|
|
|
—
|
|
|
46,440
|
|
|
3,255
|
|
|
—
|
|
|
49,695
|
|
|
49,695
|
|
|
(6,444
|
)
|
|
12/13
|
|
40 years
|
||||||||
Chicago, IL
|
|
—
|
|
|
3,057
|
|
|
46,784
|
|
|
—
|
|
|
3,057
|
|
|
46,784
|
|
|
49,841
|
|
|
(5,263
|
)
|
|
02/14
|
|
40 years
|
||||||||
McLean, VA
|
|
—
|
|
|
12,792
|
|
|
43,472
|
|
|
3,170
|
|
|
12,792
|
|
|
46,642
|
|
|
59,434
|
|
|
(4,256
|
)
|
|
06/15
|
|
40 years
|
||||||||
Mission Viejo, CA
|
|
—
|
|
|
1,378
|
|
|
3,687
|
|
|
—
|
|
|
1,378
|
|
|
3,687
|
|
|
5,065
|
|
|
(410
|
)
|
|
09/16
|
|
30 years
|
||||||||
Cumming, GA
|
|
—
|
|
|
500
|
|
|
6,892
|
|
|
—
|
|
|
500
|
|
|
6,892
|
|
|
7,392
|
|
|
(450
|
)
|
|
01/17
|
|
35 years
|
||||||||
Cumming, GA
|
|
—
|
|
|
325
|
|
|
4,898
|
|
|
—
|
|
|
325
|
|
|
4,898
|
|
|
5,223
|
|
|
(329
|
)
|
|
01/17
|
|
35 years
|
||||||||
Henderson, NV
|
|
—
|
|
|
1,400
|
|
|
6,914
|
|
|
—
|
|
|
1,400
|
|
|
6,914
|
|
|
8,314
|
|
|
(440
|
)
|
|
01/17
|
|
35 years
|
||||||||
Atlanta, GA
|
|
—
|
|
|
2,001
|
|
|
5,989
|
|
|
—
|
|
|
2,001
|
|
|
5,989
|
|
|
7,990
|
|
|
(345
|
)
|
|
01/17
|
|
35 years
|
||||||||
Pearland, TX
|
|
—
|
|
|
2,360
|
|
|
9,292
|
|
|
—
|
|
|
2,360
|
|
|
9,292
|
|
|
11,652
|
|
|
(568
|
)
|
|
01/17
|
|
35 years
|
||||||||
Pearland, TX
|
|
—
|
|
|
372
|
|
|
2,568
|
|
|
—
|
|
|
372
|
|
|
2,568
|
|
|
2,940
|
|
|
(154
|
)
|
|
01/17
|
|
35 years
|
||||||||
Palm Harbor, FL
|
|
—
|
|
|
1,490
|
|
|
1,400
|
|
|
—
|
|
|
1,490
|
|
|
1,400
|
|
|
2,890
|
|
|
(89
|
)
|
|
01/17
|
|
35 years
|
||||||||
Mason, OH
|
|
—
|
|
|
975
|
|
|
11,243
|
|
|
—
|
|
|
975
|
|
|
11,243
|
|
|
12,218
|
|
|
(647
|
)
|
|
01/17
|
|
35 years
|
||||||||
San Francisco, CA
|
|
—
|
|
|
—
|
|
|
2,842
|
|
|
—
|
|
|
—
|
|
|
2,842
|
|
|
2,842
|
|
|
(131
|
)
|
|
10/18
|
|
40 years
|
||||||||
San Francisco, CA
|
|
—
|
|
|
—
|
|
|
4,741
|
|
|
—
|
|
|
—
|
|
|
4,741
|
|
|
4,741
|
|
|
(157
|
)
|
|
05/19
|
|
40 years
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property under development
|
|
—
|
|
|
36,756
|
|
|
—
|
|
|
—
|
|
|
36,756
|
|
|
—
|
|
|
36,756
|
|
|
—
|
|
|
n/a
|
|
n/a
|
||||||||
Land held for development
|
|
—
|
|
|
28,080
|
|
|
—
|
|
|
—
|
|
|
28,080
|
|
|
—
|
|
|
28,080
|
|
|
—
|
|
|
n/a
|
|
n/a
|
||||||||
Senior unsecured notes payable and term loan
|
|
3,115,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
n/a
|
||||||||
Less: deferred financing costs, net
|
|
(37,165
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||
Total
|
|
$
|
3,102,830
|
|
|
$
|
1,357,990
|
|
|
$
|
4,422,788
|
|
|
$
|
470,620
|
|
|
$
|
1,355,017
|
|
|
$
|
4,896,381
|
|
|
$
|
6,251,398
|
|
|
$
|
(989,254
|
)
|
|
|
|
|
EPR Properties
Schedule III - Real Estate and Accumulated Depreciation (continued)
Reconciliation
(Dollars in thousands)
December 31, 2019
|
|||
|
|
||
Real Estate Investments:
|
|
||
Reconciliation:
|
|
||
Balance at beginning of the year
|
$
|
6,228,954
|
|
Acquisition and development of real estate investments during the year
|
617,018
|
|
|
Disposition of real estate investments during the year
|
(577,457
|
)
|
|
Impairment of real estate investments during the year
|
(2,206
|
)
|
|
Impairment on public charter school portfolio sale (related to real estate investments)
|
(14,911
|
)
|
|
Balance at close of year
|
$
|
6,251,398
|
|
Accumulated Depreciation:
|
|
||
Reconciliation:
|
|
||
Balance at beginning of the year
|
$
|
883,174
|
|
Depreciation during the year
|
169,072
|
|
|
Disposition of real estate investments during the year
|
(62,992
|
)
|
|
Balance at close of year
|
$
|
989,254
|
|
(2)
|
Financial Statement Schedules: See Part II, Item 8 hereof
|
(3)
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
Composite of Amended and Restated Declaration of Trust of the Company (inclusive of all amendments through June 1, 2018), which is attached as Exhibit 3.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on July 31, 2018, is hereby incorporated by reference as Exhibit 3.1
|
|
|
|
|
|
Articles Supplementary designating the powers, preferences and rights of the 5.750% Series C Cumulative Convertible Preferred Shares, which is attached as Exhibit 3.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on December 21, 2006, is hereby incorporated by reference as Exhibit 3.2
|
|
|
|
|
|
Articles Supplementary designating powers, preferences and rights of the 9.000% Series E Cumulative Convertible Preferred Shares, which is attached as Exhibit 3.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 2, 2008, is hereby incorporated by reference as Exhibit 3.3
|
|
|
|
|
|
Articles Supplementary designating the powers, preferences and rights of the 5.750% Series G Cumulative Redeemable Preferred Shares, which is attached as Exhibit 3.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on November 30, 2017, is hereby incorporated by reference as Exhibit 3.4
|
|
|
|
|
|
Amended and Restated Bylaws of the Company (inclusive of all amendments through May 30, 2019), which is attached as Exhibit 3.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 30, 2019, is hereby incorporated by reference as Exhibit 3.5
|
|
|
|
|
|
Form of share certificate for common shares of beneficial interest of the Company, which is attached as Exhibit 4.3 to the Company's Registration Statement on Form S-3ASR (Registration No. 333-35281), filed on June 3, 2013, is hereby incorporated by reference as Exhibit 4.1
|
|
|
|
|
|
Form of 5.750% Series C Cumulative Convertible Preferred Shares Certificate, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on December 21, 2006, is hereby incorporated by reference as Exhibit 4.2
|
|
|
|
|
|
Form of 9.000% Series E Cumulative Convertible Preferred Shares, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 2, 2008, is hereby incorporated by reference as Exhibit 4.3
|
|
|
|
|
|
Form of 5.750% Series G Cumulative Redeemable Preferred Shares Certificate, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on November 30, 2017, is hereby incorporated by reference as Exhibit 4.4
|
|
|
|
|
|
Indenture, dated June 18, 2013, by and among the Company, certain of its subsidiaries, and U.S. Bank National Association, as trustee (including the form of 5.250% Senior Notes due 2023 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on June 18, 2013, is hereby incorporated by reference as Exhibit 4.5
|
|
|
|
|
|
Indenture, dated March 16, 2015, by and among the Company, certain of its subsidiaries, and UMB Bank, n.a., as trustee (including the form of 4.500% Senior Notes due 2025 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on March 16, 2015, is hereby incorporated by reference as Exhibit 4.6
|
|
|
|
|
|
Indenture, dated December 14, 2016, by and among the Company, certain of its subsidiaries, and UMB Bank, n.a., as trustee (including the form of 4.750% Senior Notes due 2026 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on December 14, 2016, is hereby incorporated by reference as Exhibit 4.7
|
|
|
|
|
|
Indenture, dated May 23, 2017, by and among the Company, certain of its subsidiaries, and UMB Bank, n.a., as trustee (including the form of 4.500% Senior Notes due 2027 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 23, 2017, is hereby incorporated by reference as Exhibit 4.8
|
|
|
|
|
|
Indenture, dated April 16, 2018, by and between the Company and UMB Bank, n.a., as trustee (including the form of 4.950% Senior Notes due 2028 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on April 16, 2018, is hereby incorporated by reference as Exhibit 4.9
|
|
|
|
|
|
Indenture, dated August 15, 2019, between the Company and UMB Bank, n.a., as trustee (including the form of 3.750% Senior Note due 2029 included as Exhibit A thereto), which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on August 15, 2019, is hereby incorporated by reference as Exhibit 4.10
|
|
|
|
|
|
Note Purchase Agreement, dated August 1, 2016, by and among the Company and the purchasers named therein, which is attached as Exhibit 4.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on August 3, 2016, is hereby incorporated by reference as Exhibit 4.11
|
|
|
|
|
|
First Amendment to Note Purchase Agreement, dated September 27, 2017, by and among the Company and the purchasers named therein, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on September 27, 2017, is hereby incorporated as Exhibit 4.12
|
|
|
|
|
|
Description of Securities Registered under Section 12 of the Exchange Act is attached hereto as Exhibit 4.13
|
|
|
|
|
|
Second Amended, Restated and Consolidated Credit Agreement, dated September 27, 2017, by and among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on September 27, 2017, is hereby incorporated by reference as Exhibit 10.1
|
|
|
|
|
10.2*
|
|
Form of Indemnification Agreement entered into between the Company and each of its trustees and officers, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 14, 2007, is hereby incorporated by reference as Exhibit 10.2
|
|
|
|
10.3*
|
|
Deferred Compensation Plan for Non-Employee Trustees, which is attached as Exhibit 10.10 to Amendment No. 2, filed on November 5, 1997, to the Company's Registration Statement on Form S-11 (Registration No. 333-35281), is hereby incorporated by reference as Exhibit 10.3
|
|
|
|
10.4*
|
|
2007 Equity Incentive Plan, as amended, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 15, 2013, is hereby incorporated by reference as Exhibit 10.4
|
|
|
|
10.5*
|
|
Form of 2007 Equity Incentive Plan Nonqualified Share Option Agreement for Employee Trustees, which is attached as Exhibit 10.2 to the Company's Registration Statement on Form S-8 (Registration No. 333-142831) filed on May 11, 2007, is hereby incorporated by reference as Exhibit 10.5
|
|
|
|
10.6*
|
|
Form of 2007 Equity Incentive Plan Nonqualified Share Option Agreement for Non-Employee Trustees, which is attached as Exhibit 10.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-142831) filed on May 11, 2007, is hereby incorporated by reference as Exhibit 10.6
|
|
|
|
10.7*
|
|
Form of 2007 Equity Incentive Plan Restricted Shares Agreement for Employees, which is attached as Exhibit 10.4 to the Company's Registration Statement on Form S-8 (Registration No. 333-142831) filed on May 11, 2007, is hereby incorporated by reference as Exhibit 10.7
|
|
|
10.8*
|
|
Form of 2007 Equity Incentive Plan Restricted Shares Agreement for Non-Employee Trustees, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 20, 2009, is hereby incorporated by reference as Exhibit 10.8
|
|
|
|
10.9*
|
|
EPR Properties 2016 Equity Incentive Plan, which is attached as Exhibit 10.1 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.9
|
|
|
|
|
Form of 2016 Equity Incentive Plan Incentive and Nonqualified Share Option Award Agreement for Employees, which is attached as Exhibit 10.2 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.10
|
|
|
|
|
|
Form of 2016 Equity Incentive Plan Restricted Shares Award Agreement for Employees, which is attached as Exhibit 10.3 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.11
|
|
|
|
|
|
Form of 2016 Equity Incentive Plan Restricted Share Unit Award Agreement for Non-Employee Trustees, which is attached as Exhibit 10.4 to the Company's Form 8-K (Commission File No. 001-13561) filed on May 12, 2016, is hereby incorporated by reference as Exhibit 10.12
|
|
|
|
|
|
Annual Performance-Based Incentive Plan, which is attached as Exhibit 10.1 to the Company's 8-K (Commission File No. 001-13561) filed on June 2, 2017, is hereby incorporated by reference as Exhibit 10.13
|
|
|
|
|
|
EPR Properties Employee Severance Plan (as amended June 1, 2018), which is attached as Exhibit 10.1 to the Company's Form 10-Q (Commission File No. 001-13561) filed on July 31, 2018, is hereby incorporated by reference as Exhibit 10.14
|
|
|
|
|
|
EPR Properties Employee Severance and Retirement Vesting Plan (effective July 31, 2020) is attached hereto as Exhibit 10.15
|
|
|
|
|
|
The list of the Company's Subsidiaries is attached hereto as Exhibit 21
|
|
|
|
|
|
Consent of KPMG LLP is attached hereto as Exhibit 23
|
|
|
|
|
|
Certification of Gregory K. Silvers pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit 31.1
|
|
|
|
|
|
Certification of Mark A. Peterson pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit 31.2
|
|
|
|
|
|
Certification by 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
|
|
|
|
|
|
Certification by 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)
|
|
|
|
* Management contracts or compensatory plans
|
|
|
EPR Properties
|
||
|
|
|
|
|
Dated:
|
February 25, 2020
|
By
|
|
/s/ Gregory K. Silvers
|
|
|
|
|
Gregory K. Silvers, President and Chief Executive
Officer (Principal Executive Officer)
|
|
|
|
|
Signature and Title
|
|
Date
|
|
|
|
/s/ Robert J. Druten
|
|
February 25, 2020
|
Robert J. Druten, Chairman of the Board
|
|
|
|
|
|
/s/ Gregory K. Silvers
|
|
February 25, 2020
|
Gregory K. Silvers, President, Chief Executive Officer (Principal Executive Officer) and Trustee
|
|
|
|
|
|
/s/ Mark A. Peterson
|
|
February 25, 2020
|
Mark A. Peterson, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
|
|
|
|
/s/ Tonya L. Mater
|
|
February 25, 2020
|
Tonya L. Mater, Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
|
/s/ Thomas M. Bloch
|
|
February 25, 2020
|
Thomas M. Bloch, Trustee
|
|
|
|
|
|
/s/ Barrett Brady
|
|
February 25, 2020
|
Barrett Brady, Trustee
|
|
|
|
|
|
/s/ Peter C. Brown
|
|
February 25, 2020
|
Peter C. Brown, Trustee
|
|
|
|
|
|
/s/ James B. Connor
|
|
February 25, 2020
|
James B. Connor, Trustee
|
|
|
|
|
|
/s/ Jack A. Newman, Jr.
|
|
February 25, 2020
|
Jack A. Newman, Jr., Trustee
|
|
|
|
|
|
/s/ Virginia E. Shanks
|
|
February 25, 2020
|
Virginia E. Shanks, Trustee
|
|
|
|
|
|
/s/ Robin P. Sterneck
|
|
February 25, 2020
|
Robin P. Sterneck, Trustee
|
|
|
•
|
to receive distributions on our shares if, as and when authorized by our Board of Trustees and declared by us out of assets legally available for distribution; and
|
•
|
upon our liquidation, dissolution, or winding up, to receive all remaining assets available for distribution to common shareholders after satisfaction of our liabilities and the preferential rights of any preferred shares.
|
•
|
the distinctive designation of each series and the number of shares that will constitute the series;
|
•
|
the voting rights, if any, of shares of the series;
|
•
|
the distribution rate on the shares of the series, any restriction, limitation or condition upon the payment of the distribution, whether distributions will be cumulative, and the dates on which distributions accumulate and are payable;
|
•
|
the prices at which, and the terms and conditions on which, the shares of the series may be redeemed, if the shares are redeemable;
|
•
|
the purchase or sinking fund provisions, if any, for the purchase or redemption of shares of the series;
|
•
|
any preferential amount payable upon shares of the series upon our liquidation or the distribution of our assets;
|
•
|
if the shares are convertible, the price or rates of conversion at which, and the terms and conditions on which, the shares of the series may be converted into other securities; and
|
•
|
whether the series can be exchanged, at our option, into debt securities, and the terms and conditions of any permitted exchange.
|
•
|
any person who beneficially owns 10% or more of the voting power of the trust's shares; or
|
•
|
an affiliate or associate of the trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting shares of the trust.
|
•
|
the affirmative vote of at least 80% of the votes entitled to be cast; and
|
•
|
the affirmative vote of at least two-thirds of the votes entitled to be cast by holders of shares other than shares held by the interested shareholder with whom or with whose affiliate or associate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.
|
•
|
One-tenth or more but less than one-third;
|
•
|
One-third or more but less than a majority; or
|
•
|
A majority or more of all voting power.
|
•
|
shares acquired in a merger, consolidation or share exchange if the trust is a party to the transaction; or
|
•
|
acquisitions approved or exempted by a provision in the declaration of trust or bylaws of the trust adopted before the acquisition of shares.
|
•
|
the entity's board of directors (or board of trustees) will be divided into three classes;
|
•
|
the affirmative vote of two-thirds of all of the votes entitled to be cast by shareholders generally in the election of directors (or trustees) is required to remove a director (or trustee);
|
•
|
the number of directors (or trustees) may be fixed only by vote of the directors (or trustees);
|
•
|
a vacancy on the board of directors (or board of trustees) may be filled only by the remaining directors (or trustees) and that directors (or trustees) elected to fill a vacancy will serve for the remainder of the full term of the class of directors (or trustees) in which the vacancy occurred; and
|
•
|
the request of shareholders entitled to cast at least a majority of all of the votes entitled to be cast at the meeting is required for shareholders to require the calling of a special meeting of shareholders.
|
1.
|
Purpose.
|
2.
|
Definitions.
|
3.
|
Eligibility.
|
4.
|
Amount and Payment of Benefits upon Eligible Termination Events.
|
(i)
|
any earned and accrued, but not yet paid, base salary through the Eligible Employee's Termination Date,
|
(ii)
|
a payment in accordance with the Company's vacation policy for all earned and accrued, but not yet used, credited vacation,
|
(iii)
|
(A) a pro rata portion of the annual incentive bonus that the Eligible Employee would have received under the Company's annual incentive program for the performance year during which his or her Termination Date occurs if the Eligible Employee had remained employed through the end of such performance year and assuming achievement of an “at Target” level of performance (paid in cash and as if no election had been made to receive an equity award in lieu of such cash award), plus (B) if the Eligible Employee’s Termination Date occurs prior to the Company’s determination and payment of the annual incentive bonus for the performance year immediately prior to the year during which his or her Termination Date occurs, the annual incentive bonus that the Eligible Employee would have received under the Company's annual incentive program for such performance assuming achievement of an “at Target” level of performance (paid in cash and as if no election had been made to receive an equity award in lieu of such cash award),
|
(iv)
|
except as otherwise provided in the documents evidencing or effecting an award or grant under the Company’s long-term incentive plan, if the Eligible Employee is an Executive Officer, (A) a pro rata portion of the amount of the long term incentive plan award that the Executive Officer would have received under the Company's long term incentive plan for the performance year during which his or her Termination Date occurs if the Executive Officer had remained employed through the end of such performance year and assuming achievement of an “at Target” level of performance, plus (B) if the Executive Officer’s Termination Date occurs prior to the Company’s determination and payment of the long term incentive plan award for the performance year immediately prior to the year during which his or her Termination Date occurs, the long term incentive plan award that the Executive Officer would have received under the Company's long term incentive plan for such performance assuming achievement of an “at Target” level of performance.
|
5.
|
Additional Severance Benefit upon a Qualifying CIC Termination.
|
6.
|
Retirement Benefits.
|
(i)
|
any earned and accrued, but not yet paid, base salary through the Retirement Eligible Employee's Retirement Date,
|
(ii)
|
a payment in accordance with the Company's vacation policy for all earned and accrued, but not yet used, credited vacation,
|
(iii)
|
(A) a pro rata portion of the annual incentive bonus that the Retirement Eligible Employee would have received under the Company's annual incentive program for the performance year during which his or her Retirement Date occurs if the Retirement Eligible Employee had remained employed through the end of such performance year and assuming achievement of an “at Target” level of performance (paid in cash and as if no election had been made to receive an equity award in lieu of such cash award), plus (B) if the Retirement Eligible Employee’s Termination Date occurs prior to the Company’s determination and payment of the annual incentive bonus for the performance year immediately prior to the year during which his or her Termination Date occurs, the annual incentive bonus that the Retirement Eligible Employee would have received under the Company's annual incentive program for such performance assuming achievement of an “at Target” level of performance (paid in cash and as if no election had been made to receive an equity award in lieu of such cash award), and
|
(iv)
|
(A) a pro rata portion of the amount of the long term incentive plan award that the Retirement Eligible Employee would have received under the Company's long term incentive plan for the performance year during which his or her Termination Date occurs if the Retirement Eligible Employee had remained employed through the end of such performance year and assuming achievement of an “at Target” level of performance, plus (B) if the Retirement Eligible Employee’s Termination Date occurs prior to the Company’s determination and payment of the long term incentive plan award for the performance year immediately prior to the year during which his or her Termination Date occurs, the long term incentive plan award that the Retirement Eligible Employee would have received under the Company's long term incentive plan for such performance assuming achievement of an “at Target” level of performance.
|
7.
|
IRC § 280G: Best Net Protection.
|
8.
|
Administration/Amendment/Termination.
|
9.
|
Claims for Benefits.
|
i.
|
the specific reason or reasons for the denial of the Eligible Employee's claim;
|
ii.
|
references to the specific Plan provisions on which the denial of the Eligible Employee's claim was based;
|
iii.
|
a description of any additional information or material required by the Claims Administrator to reconsider the Eligible Employee's claim (to the extent applicable) and an explanation of why such material or information is necessary; and
|
iv.
|
a description of the Plan's review procedure and time limits applicable to such procedures, including a statement of the Eligible Employee's right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.
|
i.
|
Upon receipt of the denied claim, the Eligible Employee (or his or her authorized representative) may file a request for review of the claim in writing with the Claims Administrator. This request for review must be filed no later than 60 days after the Eligible Employee has received written notification of the denial.
|
ii.
|
The Eligible Employee has the right to submit in writing to the Claims Administrator any comments, documents, records or other information relating to his or her claim for benefits.
|
iii.
|
The Eligible Employee has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.
|
iv.
|
The review of the denied claim will take into account all comments, documents, records and other information that the Eligible Employee submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.
|
i.
|
the specific reason or reasons for the denial of the Eligible Employee's claim;
|
ii.
|
reference to the specific Plan provisions on which the denial of the Eligible Employee's claim is based;
|
iii.
|
a statement that the Eligible Employee is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records and other information relevant to his or her claim for benefits; and
|
iv.
|
a statement describing the Eligible Employee's right to bring an action under Section 502(a) of ERISA.
|
10.
|
Miscellaneous Provisions.
|
11.
|
No Duplication of Benefits.
|
|
|
By:
|
/s/ Craig Evans
|
|
Craig L. Evans, Secretary
|
Position / Salary Level
|
Amount of Severance Benefit Payment
|
Maximum
|
Executive Officer
|
President and Chief Executive Officer:
36 times CIC Monthly Base Compensation, plus 18 times Monthly Welfare Compensation
Executive Vice President:
30 times CIC Monthly Base Compensation, plus 18 times Monthly Welfare Compensation
Other Executive Officer:
24 times CIC Monthly Base Compensation, plus 18 times Monthly Welfare Compensation
|
N/A
|
Senior Vice President
|
9 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation); plus
0.5 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation) for each full year of service Eligible Employee has with Company
|
12 times CIC Monthly Base Compensation; plus
12 times Monthly Welfare Compensation
|
Non-Executive Officer and Non-Senior Vice President with annual Base Salary equal to or in excess of $135,000
|
6 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation); plus
0.5 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation) for each full year of service Eligible Employee has with Company
|
9 times CIC Monthly Base Compensation; plus
9 times Monthly Welfare Compensation
|
Non-Executive Officer and Non-Senior Vice President with annual Base Salary equal to or in excess of $64,000 and less than $135,000
|
4 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation); plus
0.5 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation) for each full year of service Eligible Employee has with Company
|
6 times CIC Monthly Base Compensation; plus
6 times Monthly Welfare Compensation
|
Non-Executive Officer and Non-Senior Vice President with annual Base Salary less than $64,000
|
2 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation); plus
0.5 times (CIC Monthly Base Compensation plus Monthly Welfare Compensation) for each full year of service Eligible Employee has with Company
|
4 times CIC Monthly Base Compensation; plus
4 times CIC Monthly Welfare Compensation
|
Subsidiary
|
|
Jurisdiction of Incorporation or Formation
|
|
|
|
30 West Pershing, LLC
|
|
Missouri
|
Adelaar Developer II, LLC
|
|
Delaware
|
Adelaar Developer, LLC
|
|
Delaware
|
Atlantic - EPR I
|
|
Delaware
|
Atlantic - EPR II
|
|
Delaware
|
Blankenbaker X, LLC
|
|
Indiana
|
Brandywine X, LLC
|
|
Indiana
|
Burbank Village, Inc.
|
|
Delaware
|
Burbank Village, L.P.
|
|
Delaware
|
Cantera 30, Inc.
|
|
Delaware
|
Cantera 30 Theatre, L.P.
|
|
Delaware
|
Catskill Resorts TRS, LLC
|
|
Delaware
|
Cinescape Equity, LLC
|
|
Delaware
|
Cinescape Mezz, LLC
|
|
Delaware
|
Cinescape Property, LLC
|
|
Delaware
|
CLP Northstar Commercial, LLC
|
|
Delaware
|
CLP Northstar, LLC
|
|
Delaware
|
Early Childhood Education, LLC
|
|
Delaware
|
Early Education Capital Solutions, LLC
|
|
Delaware
|
ECE I, LLC
|
|
Delaware
|
ECE II, LLC
|
|
Delaware
|
Education Capital Solutions, LLC
|
|
Delaware
|
EPR Accommodations, LLC
|
|
Delaware
|
EPR Apex, Inc.
|
|
Delaware
|
EPR Brews, LLC
|
|
Delaware
|
EPR Camelback, LLC
|
|
Delaware
|
EPR Canada, Inc.
|
|
Missouri
|
EPR Concord II, L.P.
|
|
Delaware
|
EPR Escape, LLC
|
|
Delaware
|
EPR Experience, LLC
|
|
Delaware
|
EPR Fitness, LLC
|
|
Delaware
|
EPR Gaming Properties, LLC
|
|
Delaware
|
EPR Go Zone Holdings, LLC
|
|
Delaware
|
EPR Hialeah, Inc.
|
|
Missouri
|
EPR iHoldings, LLC
|
|
Delaware
|
EPR Karting, LLC
|
|
Delaware
|
EPR Lodging, LLC
|
|
Delaware
|
EPR Marinas, LLC
|
|
Delaware
|
EPR North Finance Trust
|
|
Ontario
|
EPR North GP ULC
|
|
British Columbia
|
EPR North Holdings GP ULC
|
|
British Columbia
|
EPR North Holdings LP
|
|
Ontario
|
EPR North Properties LP
|
|
Ontario
|
EPR North Trust
|
|
Kansas
|
EPR North US GP Trust
|
|
Delaware
|
EPR North US LP
|
|
Delaware
|
EPR Parks, LLC
|
|
Delaware
|
EPR Resorts, LLC
|
|
Delaware
|
EPR Springs, LLC
|
|
Delaware
|
EPR St. Petes TRS, Inc.
|
|
Delaware
|
EPR TRS Holdings, Inc.
|
|
Missouri
|
EPR TRS I, Inc.
|
|
Missouri
|
EPR TRS II, Inc.
|
|
Missouri
|
EPR TRS III, Inc.
|
|
Missouri
|
EPR TRS IV, Inc.
|
|
Missouri
|
EPR Tuscaloosa, LLC
|
|
Delaware
|
EPT 301, LLC
|
|
Missouri
|
EPT 909, Inc.
|
|
Delaware
|
EPT Aliso Viejo, Inc.
|
|
Delaware
|
EPT Arroyo, Inc.
|
|
Delaware
|
EPT Auburn, Inc.
|
|
Delaware
|
EPT Biloxi, Inc.
|
|
Delaware
|
EPT Boise, Inc.
|
|
Delaware
|
EPT Chattanooga, Inc.
|
|
Delaware
|
EPT Columbiana, Inc.
|
|
Delaware
|
EPT Concord II, LLC
|
|
Delaware
|
EPT Concord, LLC
|
|
Delaware
|
EPT Dallas, LLC
|
|
Delaware
|
EPT Davie, Inc.
|
|
Delaware
|
EPT Deer Valley, Inc.
|
|
Delaware
|
EPT DownREIT II, Inc.
|
|
Missouri
|
EPT DownREIT, Inc.
|
|
Missouri
|
EPT East, Inc.
|
|
Delaware
|
EPT Firewheel, Inc.
|
|
Delaware
|
EPT First Colony, Inc.
|
|
Delaware
|
EPT Fresno, Inc.
|
|
Delaware
|
EPT Gulf Pointe, Inc.
|
|
Delaware
|
EPT Hamilton, Inc.
|
|
Delaware
|
EPT Hattiesburg, Inc.
|
|
Delaware
|
EPT Huntsville, Inc.
|
|
Delaware
|
EPT Hurst, Inc.
|
|
Delaware
|
EPT Indianapolis, Inc.
|
|
Delaware
|
EPT Kalamazoo, Inc.
|
|
Missouri
|
EPT Kenner, LLC
|
|
Delaware
|
EPT Kenner Tenant, LLC
|
|
Delaware
|
EPT Lafayette, Inc.
|
|
Delaware
|
EPT Lawrence, Inc.
|
|
Delaware
|
EPT Leawood, Inc.
|
|
Delaware
|
EPT Little Rock, Inc.
|
|
Delaware
|
EPT Macon, Inc.
|
|
Delaware
|
EPT Mad River, Inc.
|
|
Missouri
|
EPT Manchester, Inc.
|
|
Delaware
|
EPT Melbourne, Inc.
|
|
Missouri
|
EPT Mesa, Inc.
|
|
Delaware
|
EPT Mesquite, Inc.
|
|
Delaware
|
EPT Modesto, Inc.
|
|
Delaware
|
EPT Mount Attitash, Inc.
|
|
Delaware
|
EPT Mount Snow, Inc.
|
|
Delaware
|
EPT New England, LLC
|
|
Delaware
|
EPT New Roc GP, Inc.
|
|
Delaware
|
EPT New Roc, LLC
|
|
Delaware
|
EPT Nineteen, Inc.
|
|
Delaware
|
EPT Pensacola, Inc.
|
|
Missouri
|
EPT Pompano, Inc.
|
|
Delaware
|
EPT Raleigh Theatres, Inc.
|
|
Delaware
|
EPT Ski Properties, Inc.
|
|
Delaware
|
EPT Slidell, Inc.
|
|
Delaware
|
EPT South Barrington, Inc.
|
|
Delaware
|
EPT Twin Falls, LLC
|
|
Delaware
|
EPT Virginia Beach, Inc.
|
|
Delaware
|
EPT Waterparks, Inc.
|
|
Delaware
|
EPT White Plains, LLC
|
|
Delaware
|
EPT Wilmington, Inc.
|
|
Delaware
|
ERC Opportunity, LLC
|
|
Delaware
|
Flik Depositor, Inc.
|
|
Delaware
|
Flik, Inc.
|
|
Delaware
|
Go To The Show, L.L.C.
|
|
Louisiana
|
International Building Condominium Associations, Inc.
|
|
Missouri
|
International Hotel Ventures, Inc.
|
|
Delaware
|
Kanata Entertainment Holdings, Inc.
|
|
New Brunswick
|
McHenry FFE, LLC
|
|
Delaware
|
Megaplex Four, Inc.
|
|
Missouri
|
Megaplex Nine, Inc.
|
|
Missouri
|
Mississauga Entertainment Holdings, Inc.
|
|
New Brunswick
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New Roc Associates, L.P.
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New York
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Northgate X, LLC
|
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Indiana
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Oakville Entertainment Holdings, Inc.
|
|
New Brunswick
|
Private ECS, LLC
|
|
Delaware
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Strategic Undertakings, LLC
|
|
Delaware
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Suffolk Retail, LLC
|
|
Delaware
|
Tampa Veterans 24, Inc.
|
|
Delaware
|
Tampa Veterans 24, L.P.
|
|
Delaware
|
Texas Waterpark Holding Garland, LLC
|
|
Delaware
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Texas Waterpark Holding The Colony, LLC
|
|
Delaware
|
Theatre Sub, Inc.
|
|
Missouri
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WestCol Center, LLC
|
|
Delaware
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Whitby Entertainment Holdings, Inc.
|
|
New Brunswick
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1.
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I have reviewed this Annual Report on Form 10-K of EPR Properties;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
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|
Date:
|
February 25, 2020
|
/s/ Gregory K. Silvers
|
|
|
Gregory K. Silvers
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of EPR Properties;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
Date:
|
February 25, 2020
|
/s/ Mark A. Peterson
|
|
|
Mark A. Peterson
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
|
|
|
/s/ Gregory K. Silvers
|
|
Gregory K. Silvers
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
|
|
|
/s/ Mark A. Peterson
|
|
Mark A. Peterson
Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial
Officer)
|