EPR PROPERTIES - FORM 8-K - EX-99.2 - SUPPLEMENTAL OPERATING AND FINANCIAL DATA

Attached files

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8-K - 8-K - EPR PROPERTIES	epr-123120138xkforearnings.htm
EX-99.1 - PRESS RELEASE - EPR PROPERTIES	ex991-eprx12312013earnings.htm

Exhibit 99.2



Supplemental Operating and Financial Data
Fourth Quarter and Year Ended December 31, 2013



EPR Properties
Supplemental Operating and Financial Data
Fourth Quarter and Year Ended December 31, 2013

Table of Contents

Section								Page

Company Profile								4
Investor Information								5
Selected Financial Information								6
Selected Balance Sheet Information								7
Selected Operating Data								8
Funds From Operations and Funds From Operations as Adjusted								9
Adjusted Funds From Operations								10
Capital Structure								11
Summary of Ratios								16
Capital Spending and Disposition Summaries								19
Property Under Development - Investment Spending Estimates								20
Financial and Investment Information by Segment								21
Lease Expirations								27
Top Ten Customers by Revenue from Continuing Operations								28
Summary of Mortgage Notes Receivable								29
Summary of Notes Receivable								30
Definitions-Non-GAAP Financial Measures								31

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,” “would,” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. In addition, references to our budgeted amounts and guidance are forward-looking statements. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

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

NON-GAAP INFORMATION

This document contains certain non-GAAP measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measurements of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See pages 31 through 32 for definitions of certain non-GAAP financial measures used in this document.

EPR Properties

Company Profile



The Company

EPR Properties (“EPR” or the “Company”) is a self administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust (“REIT”), and an initial public offering was completed on November 18, 1997.

Since that time, the Company has grown into a leading specialty real estate investment trust with an investment portfolio that includes entertainment, education, recreation and other specialty investments. Effective November 12, 2012, the Company updated its name from “Entertainment Properties Trust” to “EPR Properties” to reflect the Company's expansion into additional specialty segments.



Company Strategy

EPR’s primary business objective is to enhance shareholder value by achieving predictable and increasing Funds from Operations (“FFO”) and dividends per share. Our prevailing strategy is to focus on long-term investments in a limited number of categories in which we maintain a depth of knowledge and relationships, and which we believe offer sustained performance throughout all economic cycles. We believe our focused niche approach provides a competitive advantage, and the potential for higher growth and better yields.

We also adhere to rigorous underwriting and investing criteria, centered on key industry and property level cash flow criteria. As part of our growth strategy we will consider acquiring, developing or financing additional properties which are consistent with our overall strategy and meet our underwriting and investing criteria. In executing our growth strategy, we will employ moderate leverage. We have historically paid out approximately 80% of our FFO as adjusted in the form of dividends. This allows investors to realize a portion of their returns on a current basis.

Following are the key criteria against which our investments are evaluated:

Inflection Opportunity - Renewal or restructuring in an industry’s properties

Enduring Value - Real estate devoted to and improving long-lived activities

Excellent Execution - Market-dominant performance that creates value beyond tenant credit

Attractive Economics - Accretive initial returns along with growth in yield

Advantageous Position - Sustainable competitive advantages

EPR Properties

Investor Information



Senior Management

David Brain		Greg Silvers
President and Chief Executive Officer		Executive Vice President and Chief Operating Officer

Mark Peterson		Jerry Earnest
Senior Vice President and Chief Financial Officer		Senior Vice President and Chief Investment Officer

Neil Sprague		Mike Hirons
Senior Vice President and General Counsel		Vice President - Strategic Planning



Company Information

Corporate Headquarters		Trading Symbols
909 Walnut Street, Suite 200		Common Stock:
Kansas City, MO 64106		EPR
888-EPR-REIT		Preferred Stock:
www.eprkc.com		EPR-PrC
		EPR-PrE
Stock Exchange Listing		EPR-PrF
New York Stock Exchange



Equity Research Coverage

BMO Capital Markets	Paul Adornato	212-885-4170
Citi Global Markets	Michael Bilerman/Emmanuel Korchman	212-816-4471
FBR Capital Markets & Co.	Daniel Altscher	703-312-1651
Goldman Sachs	Andrew Rosavich	212-902-2796
J.P. Morgan	Anthony Paolone	212-622-6682
Kansas City Capital Associates	Jonathan Braatz	816-932-8019
Keybanc Capital Markets	Jordan Sadler/Craig Mailman	917-368-2280
Ladenburg Thalmann	Daniel Donlan	214-409-2056
RBC Capital Markets	Richard Moore	440-715-2646
Stifel	Simon Yarmak	443-224-1345

EPR Properties is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding EPR Properties’ performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of EPR Properties or its management. EPR Properties does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.



EPR Properties
Selected Financial Information
(Unaudited, dollars and shares in thousands)

	Three months ended December 31,				Year ended December 31,
Operating Information:	2013		2012		2013	2012
Revenue (1)	89,352		82,451		343,064	317,807
Net income available to common shareholders of
EPR Properties	57,091		18,843		156,420	93,160
Earnings before interest, taxes, depreciation and amortization
(EBITDA) - continuing operations (2)	75,547		68,615		288,822	264,862
Earnings before interest, taxes, depreciation and amortization
(EBITDA) - discontinued operations (2)	135		(5,139	)	2,032	(14,706	)
Adjusted EBITDA - continuing operations (2)	76,643		69,806		290,777	268,340
Adjusted EBITDA - discontinued operations (2)	135		1,680		2,032	6,129
Interest expense, net (1)	20,632		20,062		81,056	76,656
Recurring principal payments	2,637		4,171		13,553	21,966
Capitalized interest	779		380		2,763	859
Straight-lined rental revenue	1,575		927		4,846	4,632
Dividends declared on preferred shares	5,951		6,849		23,806	24,854
Dividends declared on common shares	40,800		35,165		152,692	140,541
General and administrative expense	6,146		5,396		25,613	23,170

Balance Sheet Information:	December 31,
	2013		2012
Total assets	3,272,276		2,946,730
Accumulated depreciation	409,643		375,684
Total assets before accumulated depreciation (gross assets)	3,681,919		3,322,414
Unencumbered real estate assets (3)
Number	181		154
Gross book value	2,738,714		2,077,495
Annualized stabilized NOI	274,416		213,378
Total debt	1,475,336		1,368,832
Equity	1,688,014		1,459,898
Common shares outstanding	51,655		46,887
Total market capitalization (using EOP closing price)	4,360,953		3,877,060
Debt/total assets	45	%	46	%
Debt/total market capitalization	34	%	35	%
Debt/gross assets	40	%	41	%
Debt/Adjusted EBITDA - continuing operations (1)(4)	4.81		4.90
Debt/Adjusted EBITDA - continuing and discontinued operations (4)	4.80		4.79

(1) Excludes discontinued operations.
(2) See pages 31 through 32 for definitions.
(3) Includes unencumbered rental properties, gross, direct financing lease, net and mortgage notes receivable; excludes property under development and undeveloped land.
(4) Adjusted EBITDA is for the quarter annualized. See pages 31 through 32 for definitions.



EPR Properties
Selected Balance Sheet Information
(Unaudited, dollars in thousands)

	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013			1st Quarter 2013			4th Quarter 2012			3rd Quarter 2012
Assets
Rental properties: (1)
Entertainment	$	2,152,138		$	2,065,181		$	2,023,640		$	2,017,909		$	2,020,348		$	2,012,794
Education	193,372			184,728			120,468			112,193			102,311			102,094
Recreation	158,194			70,955			70,961			70,961			69,804			33,022
Other	10,090			14,062			43,580			43,580			71,421			118,348
Less: accumulated depreciation	(409,643		)	(398,356		)	(395,191		)	(383,651		)	(376,003		)	(370,173		)
Land held for development	201,342			200,325			199,001			197,740			196,177			191,442
Property under development	89,473			86,048			77,492			38,369			29,376			30,486
Mortgage notes receivable: (2)
Entertainment	58,220			91,309			77,464			77,464			76,199			52,294
Education	56,505			55,412			42,647			35,904			28,945			21,216
Recreation	366,580			364,829			359,630			352,668			348,091			338,245
Other	5,032			2,521			2,521			2,521			2,517			—
Investment in a direct financing lease, net	242,212			240,990			239,803			235,302			234,089			232,855
Investment in joint ventures	5,275			13,683			12,962			12,287			11,971			11,399
Cash and cash equivalents	7,958			24,141			20,030			11,763			10,664			25,007
Restricted cash	9,714			18,110			17,030			32,614			23,991			26,138
Accounts receivable, net	42,538			40,326			39,354			38,246			38,738			35,704
Other assets	83,276			61,009			64,893			55,922			58,091			54,501
Total assets	$	3,272,276		$	3,135,273		$	3,016,285		$	2,951,792		$	2,946,730		$	2,915,372

Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	72,327		$	58,273		$	51,722		$	47,798		$	65,481		$	54,086
Common dividends payable	13,601			12,636			12,418			37,161			35,165			35,131
Preferred dividends payable	5,952			5,951			5,952			5,952			6,021			6,002
Unearned rents and interest	17,046			18,979			16,821			19,984			11,333			14,181
Line of credit	—			68,000			24,000			59,000			39,000			—
Debt	1,475,336			1,477,973			1,450,735			1,324,392			1,329,832			1,339,118
Total liabilities	1,584,262			1,641,812			1,561,648			1,494,287			1,486,832			1,448,518
Equity:
Common stock and additional paid-in- capital	2,004,397			1,825,790			1,784,123			1,775,653			1,769,711			1,754,767
Preferred stock at par value	139			139			139			139			139			135
Treasury stock	(62,177		)	(62,177		)	(62,169		)	(61,227		)	(55,308		)	(49,689		)
Accumulated other comprehensive income	17,193			17,536			20,392			20,114			20,622			20,629
Distributions in excess of net income	(271,915		)	(288,204		)	(288,225		)	(277,551		)	(275,643		)	(259,318		)
EPR Properties shareholders' equity	1,687,637			1,493,084			1,454,260			1,457,128			1,459,521			1,466,524
Noncontrolling interests	377			377			377			377			377			330
Total equity	1,688,014			1,493,461			1,454,637			1,457,505			1,459,898			1,466,854
Total liabilities and equity	$	3,272,276		$	3,135,273		$	3,016,285		$	2,951,792		$	2,946,730		$	2,915,372

(1) Includes rental properties held for sale.
(2) Includes related accrued interest receivable.



EPR Properties
Selected Operating Data
(Unaudited, dollars in thousands)

	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013			1st Quarter 2013			4th Quarter 2012			3rd Quarter 2012
Rental revenue and tenant reimbursements:
Entertainment	$	61,373		$	59,352		$	58,974		$	59,727		$	60,180		$	60,633
Education	5,198			4,422			3,152			3,157			2,921			2,602
Recreation	3,751			2,682			1,782			1,909			1,502			797
Other	283			305			704			339			331			331
Mortgage and other financing income:
Entertainment	1,761			2,258			2,223			2,204			1,936			1,427
Education (1)	8,666			8,507			8,145			7,957			7,724			7,563
Recreation	8,081			8,807			7,789			7,555			7,423			7,968
Other	94			67			79			79			34			18
Other income (loss)	145			1,441			125			(29		)	400			203
Total revenue	$	89,352		$	87,841		$	82,973		$	82,898		$	82,451		$	81,542

Property operating expense	6,413			6,579			5,990			7,034			6,915			5,939
Other expense	150			204			208			96			334			455
General and administrative expense	6,146			6,764			6,051			6,652			5,396			5,486
Costs associated with loan refinancing or payoff	—			223			5,943			—			150			477
Gain on early extinguishment of debt	—			—			—			(4,539		)	—			—
Interest expense, net	20,632			20,435			20,000			19,989			20,062			19,994
Transaction costs	1,096			317			224			318			31			184
Impairment charges	—			—			—			—			1,160			—
Depreciation and amortization	14,807			13,141			13,176			12,822			12,201			11,733
Equity in income from joint ventures	230			351			466			351			358			342
Gain on sale or acquisiton, net	3,017			—			—			—			—			—
Gain on previously held equity interest	4,853			—			—			—			—			—
Income tax benefit	14,176			—			—			—			—			—
Income from continuing operations	62,384			40,529			31,847			40,877			36,560			37,616
Discontinued operations:
Income (loss) from discontinued operations	135			(195		)	629			(236		)	287			(355		)
Impairment charges	—			—			—			—			(6,819		)	(3,086		)
Gain (loss) on sale of real estate	523			3,168			—			565			(747		)	—
Net income	63,042			43,502			32,476			41,206			29,281			34,175
Net income attributable to noncontrolling interests	—			—			—			—			(47		)	(24		)
Preferred dividend requirements	(5,951		)	(5,951		)	(5,952		)	(5,952		)	(6,503		)	(6,002		)
Preferred share redemption costs	—			—			—			—			(3,888		)	—
Net income available to common shareholders of EPR Properties	$	57,091		$	37,551		$	26,524		$	35,254		$	18,843		$	28,149

(1) Represents income from owned assets under a direct financing lease, seven mortgage notes receivable and one note receivable.



EPR Properties
Funds From Operations and Funds From Operations as Adjusted
(Unaudited, dollars in thousands except per share information)

	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013		1st Quarter 2013			4th Quarter 2012		3rd Quarter 2012
Funds From Operations ("FFO") (1):
Net income available to common shareholders of EPR Properties	$	57,091		$	37,551		$	26,524	$	35,254		$	18,843	$	28,149
(Gain) loss on sale or acquisition of real estate	(3,540		)	(3,168		)	—		(565		)	747		—
Gain on previously held equity interest	(4,853		)	—			—		—			—		—
Real estate depreciation and amortization	14,528			13,069			13,498		13,468			13,318		13,013
Allocated share of joint venture depreciation	64			164			162		157			150		146
Impairment charges	—			—			—		—			7,979		3,086
FFO available to common shareholders of EPR Properties	$	63,290		$	47,616		$	40,184	$	48,314		$	41,037	$	44,394

FFO available to common shareholders of EPR Properties	$	63,290		$	47,616		$	40,184	$	48,314		$	41,037	$	44,394
Add: Preferred dividends for Series C preferred shares	1,941			—			—		—			—		—
Diluted FFO available to common shareholders	$	65,231		$	47,616		$	40,184	$	48,314		$	41,037	$	44,394

Funds From Operations as adjusted (1):
FFO available to common shareholders of EPR Properties	$	63,290		$	47,616		$	40,184	$	48,314		$	41,037	$	44,394
Costs associated with loan refinancing or payoff	—			223			5,943		—			150		477
Transaction costs	1,096			317			224		318			31		184
Gain on early extinguishment of debt	—			—			—		(4,539		)	—		—
Preferred share redemption costs	—			—			—		—			3,888		—
Deferred income tax benefit	(14,787		)	—			—		—			—		—
FFO as adjusted available to common shareholders of EPR Properties	$	49,599		$	48,156		$	46,351	$	44,093		$	45,106	$	45,055

FFO per common share attributable to EPR Properties:
Basic	$	1.25		$	1.01		$	0.85	$	1.03		$	0.88	$	0.95
Diluted	1.23			1.00			0.85		1.03			0.87		0.94
FFO as adjusted per common share attributable to EPR Properties:
Basic	$	0.98		$	1.02		$	0.98	$	0.94		$	0.96	$	0.96
Diluted	0.97			1.01			0.98		0.94			0.96		0.96
Shares used for computation (in thousands):
Basic	50,792			47,349			47,081		46,854			46,850		46,840
Diluted	52,933			47,524			47,294		47,047			47,090		47,090

Weighted average shares outstanding-diluted EPS	50,959			47,524			47,294		47,047			47,090		47,090
Effect of dilutive Series C preferred shares	1,974			—			—		—			—		—
Adjusted weighted-average shares outstanding-diluted	52,933			47,524			47,294		47,047			47,090		47,090


(1) See pages 31 through 32 for definitions.



EPR Properties
Adjusted Funds From Operations
(Unaudited, dollars in thousands except per share information)

	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013			1st Quarter 2013			4th Quarter 2012			3rd Quarter 2012
Adjusted Funds from Operations ("AFFO") (1):
FFO available to common shareholders of EPR Properties	$	63,290		$	47,616		$	40,184		$	48,314		$	41,037		$	44,394
Adjustments:
Amortization of above market leases, net	48			—			—			—			—			—
Transaction costs	1,096			317			224			318			31			184
Non-real estate depreciation and amortization	278			277			277			277			276			263
Deferred financing fees amortization	1,044			1,010			988			999			994			1,047
Costs associated with loan refinancing or payoff	—			223			5,943			—			150			477
Share-based compensation expense to management and trustees	1,690			1,659			1,618			1,548			1,417			1,418
Maintenance capital expenditures (2)	(2,627		)	(619		)	(279		)	(525		)	(2,622		)	(730		)
Straight-lined rental revenue	(1,575		)	(1,350		)	(707		)	(1,214		)	(927		)	(2,042		)
Non-cash portion of mortgage and other financing income	(1,288		)	(1,329		)	(1,393		)	(1,265		)	(1,253		)	(1,193		)
Gain on early extinguishment of debt	—			—			—			(4,539		)	—			—
Preferred share redemption costs	—			—			—			—			3,888			—
Deferred income tax benefit	(14,787		)	—			—			—			—			—
AFFO available to common shareholders of EPR Properties	$	47,169		$	47,804		$	46,855		$	43,913		$	42,991		$	43,818

Weighted average diluted shares outstanding (in thousands)	50,959			47,524			47,294			47,047			47,090			47,090

AFFO per diluted common share	$	0.93		$	1.01		$	0.99		$	0.93		$	0.91		$	0.93

Dividends declared per common share	$	0.79		$	0.79		$	0.79		$	0.79		$	0.75		$	0.75

AFFO payout ratio (3)	85		%	78		%	80		%	85		%	82		%	81		%

(1) See pages 31 through 32 for definitions.
(2) Includes maintenance capital expenditures and certain second generation tenant improvements and leasing commissions.
(3) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.



EPR Properties
Capital Structure at December 31, 2013
(Unaudited, dollars in thousands)

Consolidated Debt

Principal Payments Due on Debt:

	Mortgages							Unsecured		Unsecured
Year	Amortization		Maturities		Bond/Term Loan (1)			Credit Facility (2)		Senior Notes		Total		Weighted Avg Interest Rate
2014	$	10,911	$	—	$	—		$	—	$	—	$	10,911	6.07%
2015	10,951		95,497		—			—		—		106,448		5.73%
2016	6,767		96,144		—			—		—		102,911		6.08%
2017	3,588		73,102		—			—		—		76,690		5.91%
2018	919		12,462		265,000			—		—		278,381		2.63%
2019	—		—		—			—		—		—		—%
2020	—		—		—			—		250,000		250,000		7.75%
2021	—		—		—			—		—		—		—%
2022	—		—		—			—		350,000		350,000		5.75%
2023	—		—		—			—		275,000		275,000		5.25%
2024	—		—		—			—		—		—		—%
Thereafter	—		—		24,995			—		—		24,995		0.06%
	$	33,136	$	277,205	$	289,995		$	—	$	875,000	$	1,475,336	5.34%

			Balance		Weighted Avg Interest Rate			Weighted Avg Maturity (yrs)
Fixed rate secured debt			$	310,341	5.93		%	2.60
Fixed rate unsecured debt (1)			1,115,000		5.38		%	7.51
Variable rate secured debt			24,995		0.06		%	23.75
Variable rate unsecured debt (2)			25,000		1.77		%	0.10
Total			$	1,475,336	5.34		%	6.70

(1) Includes $240 million of term loan that has been fixed through interest rate swaps through July 5, 2017.

(2) Unsecured Credit Facility Summary:

			Balance					Rate
	Commitment		at 12/31/2013		Maturity			at 12/31/2013

	$	475,000	$	—	July 23, 2017			1.57%

	Note: This facility has a one year extension available at the Company's option and includes an accordion feature in which the facility can be increased to up to $600 million, in each case, subject to certain terms and conditions.



EPR Properties
Capital Structure at December 31, 2013 and December 31, 2012
(Unaudited, dollars in thousands)

Consolidated Debt (continued)

Summary of Debt:
	December 31, 2013		December 31, 2012

Mortgage note payable, 5.73%, settled on March 4, 2013	$	—	$	14,314
Mortgage note payable, 6.84%, paid in full June 20, 2013	—		92,773
Mortgage note payable, 5.58%, paid in full June 24, 2013	—		57,078
Mortgage note payable, 5.56%, due June 5, 2015	31,235		31,923
Mortgage note payable, 5.39%, due November 1, 2015	5,274		—
Mortgage notes payable, 5.77%, due November 6, 2015	65,070		67,172
Mortgage notes payable, 5.84%, due March 6, 2016	36,724		37,863
Mortgage notes payable, 6.37%, due June 30, 2016	26,406		27,156
Mortgage notes payable, 6.10%, due October 1, 2016	23,719		24,395
Mortgage notes payable, 6.02%, due October 6, 2016	17,866		18,381
Mortgage note payable, 6.06%, due March 1, 2017	9,986		10,261
Mortgage note payable, 6.07%, due April 6, 2017	10,284		10,565
Mortgage notes payable, 5.73%-5.95%, due May 1, 2017	33,660		34,600
Mortgage note payable, 5.29%, due July 1, 2017	3,746		3,881
Unsecured revolving variable rate credit facility, LIBOR + 1.40%, due July 23, 2017	—		39,000
Mortgage notes payable, 5.86% due August 1, 2017	24,387		25,053
Mortgage note payable, 6.19%, due February 1, 2018	14,486		15,084
Mortgage note payable, 7.37%, due July 15, 2018	7,498		8,698
Unsecured term loan payable, LIBOR + 1.60%, fixed through interest rate swaps at 2.51% through January 5, 2016 and 2.38% from January 5, 2016 to July 5, 2017, due July 23, 2018	265,000		240,000
Senior unsecured notes payable, 7.75%, due July 15, 2020	250,000		250,000
Senior unsecured notes payable, 5.75%, due August 15, 2022	350,000		350,000
Senior unsecured notes payable, 5.25%, due July 15, 2023	275,000		—
Bonds payable, variable rate, due October 1, 2037	24,995		10,635
Total	$	1,475,336	$	1,368,832



EPR Properties
Capital Structure
Senior Notes


Senior Debt Ratings as of December 31, 2013

Moody's	Baa2 (stable)
Fitch	BBB- (stable)
Standard and Poor's	BB+ (positive)

Summary of Covenants

The Company's outstanding senior unsecured notes have fixed interest rates of 5.25%, 5.75% and 7.75%. Interest on the senior unsecured notes is paid semiannually. The senior unsecured notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the Company's debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.

The following is a summary of the key financial covenants for the Company's 5.25%, 5.75% and 7.75% senior unsecured notes, as defined and calculated per the terms of the notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show the Company's ability to incur additional debt under the terms of the senior unsecured notes only and are not measures of the Company's liquidity or performance. The actual amounts as of December 31, 2013 and September 30, 2013 are:
		Actual	Actual
Note Covenants	Required	4th Quarter 2013 (1)	3rd Quarter 2013
Limitation on incurrence of total debt (Total Debt/Total Assets)	≤ 60%	41%	45%
Limitation on incurrence of secured debt (Secured Debt/Total Assets)	≤ 40%	9%	10%
Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service)	≥ 1.5 x	3.7x	3.6x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)	≥ 150% of unsecured debt	262%	232%

(1) See page 14 for detailed calculations.



EPR Properties
Capital Structure
Senior Notes
(Unaudited, dollars in thousands)

Covenant Calculations

Total Assets:	December 31, 2013						Total Debt:						December 31, 2013
Total Assets	$	3,272,276					Secured debt obligations						$	335,336
Add: accumulated depreciation	409,643						Unsecured debt obligations:
Less: intangible assets	(6,811		)				Unsecured debt						1,140,000
Total Assets	$	3,675,108					Outsanding letters of credit						—
							Guarantees						20,430
							Derivatives at fair market value, net, if liability						—
Total Unencumbered Assets:	December 31, 2013						Total unsecured debt obligations:						1,160,430
Unencumbered real estate assets, gross	$	2,738,714					Total Debt						$	1,495,766
Cash and cash equivalents	7,958
Land held for development	201,342
Property under development	89,473
Total Unencumbered Assets	$	3,037,487

Consolidated Income Available for Debt Service:	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013			1st Quarter 2013			Trailing Twelve Months
Adjusted EBITDA	$	76,643		$	74,294		$	70,724		$	69,116		$	290,777
Add: Adjusted EBITDA of discontinued operations	135			10			1,201			686			2,032
Less: straight-line rental revenue	(1,575		)	(1,350		)	(707		)	(1,214		)	(4,846		)
Consolidated Income Available for Debt Service	$	75,203		$	72,954		$	71,218		$	68,588		$	287,963

Annual Debt Service:
Interest expense, gross	$	21,416		$	21,460		$	20,632		$	20,335		$	83,843
Less: deferred financing fees amortization	(1,044		)	(1,010		)	(988		)	(999		)	(4,041		)
Annual Debt Service	$	20,372		$	20,450		$	19,644		$	19,336		$	79,802

Debt Service Coverage	3.7			3.6			3.6			3.5			3.6



EPR Properties
Capital Structure at December 31, 2013
(Unaudited, dollars in thousands except share information)

Equity

Security	Shares Issued and Outstanding	Price per share at December 31, 2013		Liquidation Preference		Dividend Rate		Convertible

Common shares	51,655,152	$	49.16	N/A		(1)		N/A
Series C	5,400,000	$	20.45	$	135,000	5.750%		Y
Series E	3,450,000	$	28.05	$	86,250	9.000%		Y
Series F	5,000,000	$	21.19	$	125,000	6.625%		N

Calculation of Total Market Capitalization:

Common shares outstanding at December 31, 2013 multiplied by closing price at December 31, 2013						$	2,539,367
Aggregate liquidation value of Series C preferred shares (2)						135,000
Aggregate liquidation value of Series E preferred shares (2)						86,250
Aggregate liquidation value of Series F preferred shares (2)						125,000
Total debt at December 31, 2013						1,475,336
Total consolidated market capitalization						$	4,360,953

(1) Total monthly dividends declared in the fourth quarter of 2013 were $0.79 per share.
(2) Excludes accrued unpaid dividends at December 31, 2013.



EPR Properties
Summary of Ratios
(Unaudited)

	4th Quarter 2013	3rd Quarter 2013	2nd Quarter 2013	1st Quarter 2013	4th Quarter 2012	3rd Quarter 2012

Debt to total assets (book value)	45%	49%	49%	47%	46%	46%

Debt to total market capitalization	34%	37%	35%	33%	35%	36%

Debt to gross assets	40%	44%	43%	41%	41%	41%

Debt/Adjusted EBITDA - continuing operations (1)	4.81	5.20	5.21	5.00	4.90	4.81

Debt/Adjusted EBITDA - continuing and discontinued operations (1)	4.80	5.20	5.13	4.95	4.79	4.73

Secured debt to secured assets	67%	63%	65%	55%	56%	57%

Unencumbered real estate assets to total real estate assets (2)	84%	83%	83%	71%	70%	70%

Interest coverage ratio (3)	3.6	3.5	3.6	3.5	3.5	3.5

Fixed charge coverage ratio (3)	2.8	2.7	2.8	2.7	2.7	2.7

Debt service coverage ratio (3)	3.2	3.1	3.0	2.9	2.9	2.8

FFO payout ratio (4)	64%	79%	93%	77%	86%	80%

FFO as adjusted payout ratio (5)	81%	78%	81%	84%	78%	78%

AFFO payout ratio (6)	85%	78%	80%	85%	82%	81%

(1) Adjusted EBITDA is for the quarter annualized. See pages 31 through 32 for definitions.
(2) Total real estate assets includes rental properties, gross, direct financing lease, net and mortgage notes receivable; excludes property under development and land held for development.
(3) See page 17 for detailed calculation.
(4) FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.
(5) FFO as adjusted payout ratio is calculated by dividing dividends declared per common share by FFO as adjusted per diluted common share.
(6) AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.



EPR Properties
Calculation of Interest, Fixed Charge and Debt Service Coverage Ratios
(Unaudited, dollars in thousands)

	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013			1st Quarter 2013			4th Quarter 2012			3rd Quarter 2012
Interest Coverage Ratio (1):
Net income	$	63,042		$	43,502		$	32,476		$	41,206		$	29,281		$	34,175
Impairment charges	—			—			—			—			7,979			3,086
Transaction costs	1,096			317			224			318			31			184
Interest expense, gross	21,416			21,460			20,632			20,335			20,445			20,307
Depreciation and amortization	14,807			13,346			13,776			13,745			13,594			13,276
Share-based compensation expense
to management and trustees	1,690			1,659			1,618			1,548			1,417			1,418
Costs associated with loan refinancing
or payoff	—			223			5,943			—			150			477
Interest cost capitalized	(779		)	(1,014		)	(626		)	(344		)	(380		)	(307		)
Straight-line rental revenue	(1,575		)	(1,350		)	(707		)	(1,214		)	(927		)	(2,042		)
Gain on early extinguishment of debt	—			—			—			(4,539		)	—			—
(Gain) loss on sale or acquisition of real estate	(3,540		)	(3,168		)	—			(565		)	747			—
Gain on previously held equity interest	(4,853		)	—			—			—			—			—
Deferred income tax benefit	(14,787		)	—			—			—			—			—
Interest coverage amount	$	76,517		$	74,975		$	73,336		$	70,490		$	72,337		$	70,574

Interest expense, net	$	20,632		$	20,435		$	19,972		$	19,989		$	20,062		$	19,994
Interest income	5			11			34			2			3			6
Interest cost capitalized	779			1,014			626			344			380			307
Interest expense, gross	$	21,416		$	21,460		$	20,632		$	20,335		$	20,445		$	20,307

Interest coverage ratio	3.6			3.5			3.6			3.5			3.5			3.5

Fixed Charge Coverage Ratio (1):
Interest coverage amount	$	76,517		$	74,975		$	73,336		$	70,490		$	72,337		$	70,574

Interest expense, gross	$	21,416		$	21,460		$	20,632		$	20,335		$	20,445		$	20,307
Preferred share dividends	5,951			5,951			5,952			5,952			6,503			6,002
Fixed charges	$	27,367		$	27,411		$	26,584		$	26,287		$	26,948		$	26,309

Fixed charge coverage ratio	2.8			2.7			2.8			2.7			2.7			2.7

Debt Service Coverage Ratio (1):
Interest coverage amount	$	76,517		$	74,975		$	73,336		$	70,490		$	72,337		$	70,574

Interest expense, gross	$	21,416		$	21,460		$	20,632		$	20,335		$	20,445		$	20,307
Recurring principal payments	2,637			2,472			4,141			4,303			4,171			5,131
Debt service	$	24,053		$	23,932		$	24,773		$	24,638		$	24,616		$	25,438

Debt service coverage ratio	3.2			3.1			3.0			2.9			2.9			2.8

(1) See pages 31 through 32 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement.



EPR Properties
Reconciliation of Interest Coverage Amount to Net Cash Provided by Operating Activities
(Unaudited, dollars in thousands)

The interest coverage amount per the table on the previous page is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used in investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
	4th Quarter 2013			3rd Quarter 2013			2nd Quarter 2013			1st Quarter 2013			4th Quarter 2012			3rd Quarter 2012

Net cash provided by operating activities	$	75,745		$	45,649		$	72,554		$	40,172		$	62,002		$	42,001

Equity in income from joint ventures	230			351			466			351			358			342
Distributions from joint ventures	(355		)	(216		)	(191		)	(223		)	(219		)	(189		)
Amortization of deferred financing costs	(1,044		)	(1,010		)	(988		)	(999		)	(994		)	(1,047		)
Amortization of above market leases, net	(48		)	—			—			—			—			—
Increase (decrease) in mortgage notes and related accrued interest receivable	(783		)	2,868			(1,664		)	36			(419		)	791
Increase (decrease) in restricted cash	135			(565		)	(10,234		)	(2,946		)	3,984			4,543
Increase in accounts receivable, net	2,540			1,539			1,480			339			3,149			2,182
Increase in direct financing lease receivable	1,222			1,186			1,240			1,212			1,234			1,192
Increase (decrease) in other assets	(1,172		)	(2,842		)	1,810			(139		)	(1,682		)	1,219
Decrease (increase) in accounts payable and accrued liabilities	(17,159		)	9,066			(8,493		)	10,520			(11,276		)	1,365
Decrease (increase) in unearned rents	(2,952		)	(464		)	(2,167		)	3,072			(2,969		)	33
Straight-line rental revenue	(1,575		)	(1,350		)	(707		)	(1,214		)	(927		)	(2,042		)
Interest expense, gross	21,416			21,460			20,632			20,335			20,445			20,307
Interest cost capitalized	(779		)	(1,014		)	(626		)	(344		)	(380		)	(307		)
Transaction costs	1,096			317			224			318			31			184

Interest coverage amount (1)	$	76,517		$	74,975		$	73,336		$	70,490		$	72,337		$	70,574

(1) See pages 31 through 32 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement.

EPR Properties

Capital Spending and Disposition Summaries

(Unaudited, dollars in thousands)

2013 Capital Spending:

Description

Location

Operating Segment

Capital Spending Three Months Ended December 31, 2013

Capital Spending Year Ended December 31, 2013

Development of megaplex theatres

various

Entertainment

5,029

53,804

Acquisition of megaplex theatres

various

Entertainment

18,082

44,107

Development of other entertainment and retail projects

various

Entertainment

1,620

4,352

Investment in unconsolidated joint ventures and funding of mortgage notes to unconsolidated joint ventures

various

Entertainment

585

13,403

Investment in mortgage notes receivable for public charter schools

various

Education

1,030

30,194

Acquisition and development of early childhood education centers

various

Education

3,089

15,159

Development of public charter school properties

various

Education

16,309

87,832

Investment in direct financing lease related to public charter school

Columbia, SC

Education

—

3,262

Acquisition and development of private schools

various

Education

19,061

Additions to mortgage note receivable for development of Schlitterbahn waterparks

various

Recreation

—

4,920

Additions to mortgage note receivable for improvements at ski properties

various

Recreation

845

4,301

Development of TopGolf golf entertainment facilities

various

Recreation

13,538

46,310

Improvements at Wisp ski resort

McHenry, MD

Recreation

—

1,096

Acquisition and development of Camelback Mountain Resort

Tannersville, PA

Recreation

70,683

Investment in casino and resort project

Sullivan County, NY

Other

1,018

5,167

Total investment spending

150,889

403,651

Other capital acquisitions, net

various

2,451

3,542

Total capital spending

153,340

407,193

2013 Dispositions:

Description

Location

Date of Disposition

Net Sales Proceeds

Geyser Peak winery and related vineyards

Sonoma County, CA

March 2013

24,146

Clements winery

Linden, CA

July 2013

1,252

Lockeford winery and related vineyards

Lockeford, CA

July 2013

929

Rack and Riddle custom crush and vineyards

Hopland, CA

August 2013

19,266

Geyser Peak vineyards

Sonoma County, CA

August 2013

897

Pope Valley

St. Helena, CA

October 2013

3,311



EPR Properties
Property Under Development - Investment Spending Estimates at December 31, 2013 (1)
(Unaudited, dollars in thousands)

	December 31, 2013			Owned Build-to-Suit Spending Estimates
	Property Under Development		# of Projects	1st Quarter 2014		2nd Quarter 2014		3rd Quarter 2014		4th Quarter 2014		Total 2014		Total 2015		Total Expected Cost (2)		% Leased
Entertainment	$	15,736	5	$	5,127	$	8,620	$	7,636	$	6,075	$	27,458	$	4,920	$	48,114	100%
Education	40,821		11	25,925		41,329		35,914		24,367		127,535		—		168,356		100%
Recreation	24,966		5	15,334		21,460		9,948		6,250		52,992		—		77,957		100%
Total Build-to-Suit	81,523		21	$	46,386	$	71,409	$	53,498	$	36,692	$	207,985	$	4,920	$	294,427
Non Build-to-Suit Development	7,950
Total Property Under Development	$	89,473

			December 31, 2013	Owned Build-to-Suit In-Service Estimates
			# of Projects	1st Quarter 2014		2nd Quarter 2014		3rd Quarter 2014		4th Quarter 2014		Total 2014		Total 2015		Total In-Service (2)
Entertainment			5	$	7,115	$	—	$	10,757	$	11,000	$	28,872	$	19,242	$	48,114
Education			11	—		18,842		76,712		72,802		168,356		—		168,356
Recreation			5	—		52,682		13,519		11,756		77,957		—		77,957
Total Build-to-Suit			21	$	7,115	$	71,524	$	100,988	$	95,558	$	275,185	$	19,242	$	294,427

	December 31, 2013			Mortgage Build-to-Suit Spending Estimates
	Mortgage Notes Receivable		# of Projects	1st Quarter 2014		2nd Quarter 2014		3rd Quarter 2014		4th Quarter 2014		Total 2014		Total 2015		Total Expected Cost (2)
Entertainment	$	—	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Education	27,674		4	8,540		2,394		—		—		10,934		—		38,608
Recreation (3)	197,663		4	6,117		19,480		24,090		23,600		73,287		37,678		308,628
Total Build-to-Suit Mortgage Notes	225,337		8	$	14,657	$	21,874	$	24,090	$	23,600	$	84,221	$	37,678	$	347,236
Non Build-to-Suit Mortgage Notes	261,000
Total Mortgage Notes Receivable	$	486,337

(1) This schedule includes only those properties for which the Company has closed on a contract (lease or mortgage) and commenced construction as of December 31, 2013.
(2) "Total Expected Cost" and "Total In-Service" each reflect the total capital costs expected to be funded by the Company through completion (including capitalized interest or accrued interest as applicable).
(3) Certain of these mortgage agreements contain provisions that allow for a conversion to a lease structure.
Note: This schedule includes future estimates for which the Company can give no assurance as to timing or amounts. Development projects have risks. See Item 1A - "Risk Factors" in the Company's Annual Report on Form 10-K.



EPR Properties
Financial Information by Asset Type
For the Three Months Ended December 31, 2013
(Unaudited, dollars in thousands)

	Entertainment			Education			Recreation			Other			Subtotal			Corporate/Unallocated			Consolidated
Rental revenue	$	56,720		$	5,198		$	3,751		$	283		$	65,952		$	—		$	65,952
Tenant reimbursements	4,653			—			—			—			4,653			—			4,653
Other income	5			—			—			20			25			120			145
Mortgage and other financing income	1,761			8,666			8,081			94			18,602			—			18,602
Total revenue	63,139			13,864			11,832			397			89,232			120			89,352

Property operating expense	6,181			—			—			232			6,413			—			6,413
Other expense	—			—			—			150			150			—			150
Total investment expenses	6,181			—			—			382			6,563			—			6,563
General and administrative expense	—			—			—			—			—			6,146			6,146
Transaction costs	—			—			—			—			—			1,096			1,096
EBITDA - continuing operations	$	56,958		$	13,864		$	11,832		$	15		$	82,669		$	(7,122	)	$	75,547
	69		%	17		%	14		%	—		%	100		%

Add: transaction costs																1,096			1,096
Adjusted EBITDA - continuing operations																			76,643

Reconciliation to Consolidated Statements of Income:
Interest expense, net																(20,632		)	(20,632		)
Transaction costs																(1,096		)	(1,096		)
Depreciation and amortization																(14,807		)	(14,807		)
Equity in income from joint ventures																230			230
Gain on sale or acquisition, net																3,017			3,017
Gain on previously held equity interest																4,853			4,853
Income tax benefit																14,176			14,176
Discontinued operations:
Income from discontinued operations																135			135
Gain on sale of real estate																523			523
Net income																			63,042
Preferred dividend requirements																(5,951		)	(5,951		)
Net income available to common shareholders of EPR Properties																			$	57,091



EPR Properties
Financial Information by Asset Type
For the Year Ended December 31, 2013
(Unaudited, dollars in thousands)

	Entertainment			Education			Recreation			Other			Subtotal			Corporate/Unallocated			Consolidated
Rental revenue	$	221,024		$	15,931		$	10,124		$	1,630		$	248,709		$	—		$	248,709
Tenant reimbursements	18,401			—			—			—			18,401			—			18,401
Other income	80			—			—			1,471			1,551			131			1,682
Mortgage and other financing income	8,447			33,275			32,232			318			74,272			—			74,272
Total revenue	247,952			49,206			42,356			3,419			342,933			131			343,064

Property operating expense	25,521			—			—			495			26,016			—			26,016
Other expense	—			—			—			658			658			—			658
Total investment expenses	25,521			—			—			1,153			26,674			—			26,674
General and administrative expense	—			—			—			—			—			25,613			25,613
Transaction costs	—			—			—			—			—			1,955			1,955
EBITDA - continuing operations	$	222,431		$	49,206		$	42,356		$	2,266		$	316,259		$	(27,437	)	$	288,822
	70		%	16		%	13		%	1		%	100		%

Add: transaction costs																1,955			1,955
Adjusted EBITDA - continuing operations																			290,777

Reconciliation to Consolidated Statements of Income:
Costs associated with loan refinancing or payoff																(6,166		)	(6,166		)
Gain on early extinguishment of debt																4,539			4,539
Interest expense, net																(81,056		)	(81,056		)
Transaction costs																(1,955		)	(1,955		)
Depreciation and amortization																(53,946		)	(53,946		)
Equity in income from joint ventures																1,398			1,398
Gain on sale or acquisition, net																3,017			3,017
Gain on previously held equity interest																4,853			4,853
Income tax benefit																14,176			14,176
Discontinued operations:
Income from discontinued operations																333			333
Gain on sale of real estate																4,256			4,256
Net income																			180,226
Preferred dividend requirements																(23,806		)	(23,806		)
Net income available to common shareholders of EPR Properties																			$	156,420



EPR Properties
Financial Information by Asset Type
For the Three Months Ended December 31, 2012
(Unaudited, dollars in thousands)

	Entertainment			Education			Recreation			Other			Subtotal			Corporate/Unallocated			Consolidated
Rental revenue	$	55,400		$	2,921		$	1,502		$	331		$	60,154		$	—		$	60,154
Tenant reimbursements	4,780			—			—			—			4,780			—			4,780
Other income	28			—			—			371			399			1			400
Mortgage and other financing income	1,936			7,724			7,423			34			17,117			—			17,117
Total revenue	62,144			10,645			8,925			736			82,450			1			82,451

Property operating expense	6,770			—			—			145			6,915			—			6,915
Other expense	—			—			—			155			155			179			334
Total investment expenses	6,770			—			—			300			7,070			179			7,249
General and administrative expense	—			—			—			—			—			5,396			5,396
Transaction costs	—			—			—			—			—			31			31
Impairment charges	—			—			—			—			—			1,160			1,160
EBITDA - continuing operations	$	55,374		$	10,645		$	8,925		$	436		$	75,380		$	(6,765	)	$	68,615
	73		%	14		%	12		%	1		%	100		%

Add: transaction costs																31			31
Add: impairment charges																1,160			1,160
Adjusted EBITDA - continuing operations																			69,806

Reconciliation to Consolidated Statements of Income:
Costs associated with loan refinancing or payoff																(150		)	(150		)
Interest expense, net																(20,062		)	(20,062		)
Transaction costs																(31		)	(31		)
Impairment charges																(1,160		)	(1,160		)
Depreciation and amortization																(12,201		)	(12,201		)
Equity in income from joint ventures																358			358
Discontinued operations:
Income from discontinued operations																287			287
Impairment charges																(6,819		)	(6,819		)
Loss on sale of real estate																(747		)	(747		)
Net income																			29,281
Noncontrolling interests																(47		)	(47		)
Preferred dividend requirements																(6,503		)	(6,503		)
Preferred share redemption costs																(3,888		)	(3,888		)
Net income available to common shareholders of EPR Properties																			$	18,843



EPR Properties
Financial Information by Asset Type
For the Year Ended December 31, 2012
(Unaudited, dollars in thousands)

	Entertainment			Education			Recreation			Other			Subtotal			Corporate/Unallocated			Consolidated
Rental revenue	$	221,020		$	8,663		$	3,615		$	1,219		$	234,517		$	—		$	234,517
Tenant reimbursements	18,575			—			—			—			18,575			—			18,575
Other income	98			—			—			639			737			1			738
Mortgage and other financing income	4,308			30,130			29,440			99			63,977			—			63,977
Total revenue	244,001			38,793			33,055			1,957			317,806			1			317,807

Property operating expense	24,008			—			—			907			24,915			—			24,915
Other expense	4			—			—			739			743			639			1,382
Total investment expenses	24,012			—			—			1,646			25,658			639			26,297
General and administrative expense	—			—			—			—			—			23,170			23,170
Transaction costs	—			—			—			—			—			404			404
Impairment charges	—			—			—			—			—			3,074			3,074
EBITDA - continuing operations	$	219,989		$	38,793		$	33,055		$	311		$	292,148		$	(27,286	)	$	264,862
	76		%	13		%	11		%	—		%	100		%

Add: transaction costs																404			404
Add: impairment charges																3,074			3,074
Adjusted EBITDA - continuing operations																			268,340

Reconciliation to Consolidated Statements of Income:
Costs associated with loan refinancing or payoff																(627		)	(627		)
Interest expense, net																(76,656		)	(76,656		)
Transaction costs																(404		)	(404		)
Impairment charges																(3,074		)	(3,074		)
Depreciation and amortization																(46,698		)	(46,698		)
Equity in income from joint ventures																1,025			1,025
Discontinued operations:
Income from discontinued operations																620			620
Impairment charges																(20,835		)	(20,835		)
Loss on sale or acquisition of real estate, net																(27		)	(27		)
Net income																			121,664
Noncontrolling interests																(108		)	(108		)
Preferred dividend requirements																(24,508		)	(24,508		)
Preferred share redemption costs																(3,888		)	(3,888		)
Net income available to common shareholders of EPR Properties																			$	93,160



EPR Properties
Financial Information by Segment - Discontinued Operations
(Unaudited, dollars in thousands)

	For the Three Months Ended December 31, 2013									For the Year Ended December 31, 2013
	Entertainment (1)			Other (2)			Consolidated			Entertainment (1)			Other (2)			Consolidated
Rental revenue	$	63					$	63		$	171		$	1,514		$	1,685
Tenant reimbursements	(41		)	—			(41		)	513			—			513
Other income	—			426			426			—			426			426
Total revenue	22			426			448			684			1,940			2,624

Property operating expense	7			—			7			75			(30		)	45
Other expense	—			306			306			—			547			547
Total investment expenses	7			306			313			75			517			592
EBITDA and Adjusted EBITDA - discontinued operations	$	15		$	120		$	135		$	609		$	1,423		$	2,032

Reconciliation to Consolidated Statements of Income:
Interest expense, net							—									29
Depreciation and amortization							—									(1,728		)
Gain on sale of real estate							523									4,256
Income from discontinued operations							$	658								$	4,589

	For the Three Months Ended December 31, 2012									For the Year Ended December 31, 2012
	Entertainment (1)			Other (2)			Consolidated			Entertainment (1)			Other (2)			Consolidated
Rental revenue	$	—		$	1,210		$	1,210		$	—		$	5,389		$	5,389
Other income	—			2,326			2,326			—			2,325			2,325
Mortgage and other financing income	—			—			—			—			112			112
Total revenue	—			3,536			3,536			—			7,826			7,826

Property operating expense	3			(319		)	(316		)	15			(1,051		)	(1,036		)
Other expense	—			2,172			2,172			—			2,733			2,733
Total investment expenses	3			1,853			1,856			15			1,682			1,697
Impairment charges	—			6,819			6,819			—			20,835			20,835
EBITDA - discontinued operations	$	(3	)	$	(5,136	)	$	(5,139	)	$	(15	)	$	(14,691	)	$	(14,706	)

Add: impairment charges							6,819									20,835
Adjusted EBITDA - discontinued operations							$	1,680								$	6,129
Reconciliation to Consolidated Statements of Income:
Interest expense, net							—									12
Impairment charges							(6,819		)							(20,835		)
Depreciation and amortization							(1,393		)							(5,521		)
Loss on sale or acquisition of real estate, net							(747		)							(27		)
Loss from discontinued operations							$	(7,279	)							$	(20,242	)

(1) For each of the three months and year ended December 31, 2013 and 2012, consists of certain operations that primarily related to the settlement of escrow reserves and post closing adjustments associated with the sale of Toronto Dundas Square.

(2) For each of the three months and year ended December 31, 2013 and 2012, consists of the operations of seven vineyard and winery properties that were sold during 2012 and 2013.



EPR Properties
Investment Information by Asset Type
As of December 31, 2013 and December 31, 2012
(Unaudited, dollars in thousands)

		As of December 31, 2013
		Entertainment			Education			Recreation			Other			Consolidated
Rental properties, net of accumulated depreciation		$	1,755,433		$	188,387		$	152,694		$	7,637		$	2,104,151
Add back accumulated depreciation on rental properties		396,705			4,985			5,500			2,453			409,643
Land held for development		4,457			—			—			196,885			201,342
Property under development		23,686			40,821			24,966			—			89,473
Mortgage notes and related accrued interest receivable, net		58,220			56,505			366,580			5,032			486,337
Investment in a direct financing lease, net		—			242,212			—			—			242,212
Investment in joint ventures		5,275			—			—			—			5,275
Intangible assets, gross (1)		18,444			—			—			—			18,444
Notes receivable and related accrued interest receivable, net (1)		—			4,992			—			—			4,992
	Total investments (2)	$	2,262,220		$	537,902		$	549,740		$	212,007		$	3,561,869
	% of total investments	64		%	15		%	15		%	6		%	100		%

		As of December 31, 2012
		Entertainment			Education			Recreation			Other			Consolidated
Rental properties, net of accumulated depreciation		$	1,664,763		$	100,666		$	67,127		$	52,537		$	1,885,093
Rental properties held for sale, net of accumulated depreciation		—			—			—			2,788			2,788
Add back accumulated depreciation on rental properties		355,585			1,645			2,677			15,777			375,684
Add back accumulated depreciation on rental properties held for sale		—			—			—			319			319
Land held for development		4,457			—			—			191,720			196,177
Property under development		20,952			4,582			3,842			—			29,376
Mortgage notes and related accrued interest receivable, net		76,199			28,945			348,091			2,517			455,752
Investment in a direct financing lease, net		—			234,089			—			—			234,089
Investment in joint ventures		11,971			—			—			—			11,971
Intangible assets, gross (1)		14,327			—			—			—			14,327
Notes receivable and related accrued interest receivable, net (1)		183			3,728			—			993			4,904
	Total investments (2)	$	2,148,437		$	373,655		$	421,737		$	266,651		$	3,210,480
	% of total investments	67		%	12		%	13		%	8		%	100		%

(1) Included in other assets in the consolidated balance sheets as of December 31, 2013 and 2012 in the Company's Annual Report on Form 10-K. Reconciliation is as follows:

		12/31/2013			12/31/2012
Intangible assets, gross		$	18,444		$	14,327
Less: accumulated amortization on intangible assets		(11,633		)	(11,006		)
Notes receivable and related accrued interest receivable, net		4,992			4,904
Prepaid expenses and other current assets		48,129			30,187
Total other assets		$	59,932		$	38,412

(2) See pages 31 and 32 for definitions.



EPR Properties
Lease Expirations
As of December 31, 2013
(Unaudited, dollars in thousands)

	Megaplex Theatres						Public Charter Schools
Year	Total Number of Properties		Rental Revenue for the Trailing Twelve Months Ended December 31, 2013 (1)		% of Total Revenue		Total Number of Properties		Financing Income/Rental Revenue for the Trailing Twelve Months Ended December 31, 2013		% of Total Revenue

2014	—		$	—	—		—		$	—	—
2015	3		9,627		3	%	—		—		—
2016	4		9,412		3	%	—		—		—
2017	4		7,336		2	%	1		445		—	%
2018	18		30,469		9	%	—		—		—
2019	8		22,628		7	%	—		—		—
2020	7		9,206		3	%	—		—		—
2021	6		9,174		3	%	—		—		—
2022	12		22,199		6	%	—		—		—
2023	6		12,178		4	%	—		—		—
2024	10		16,556		5	%	—		—		—
2025	6		12,504		4	%	—		—		—
2026	4		5,671		2	%	—		—		—
2027	2		3,384		1	%	—		—		—
2028	2		1,272		—	%	—		—		—
2029	15	(2)	14,125		4	%	—		—		—
2030	—		—		—		—		—		—
2031	4		3,772		1	%	11	(4)	10,362		3	%
2032	3	(3)	2,039		1	%	13	(5)	13,809		4	%
2033	6		1,617		—	%	18	(6)	13,015		4	%
Thereafter	1		146		—		6		6,687		2	%
	121		$	193,315	56	%	49		$	44,318	13	%

Note: This schedule relates to consolidated megaplex theatres and public charter schools only, which together represent approximately 69% of total revenue for the trailing twelve months ended December 31, 2013. This schedule excludes properties under construction.

(1) Consists of rental revenue and tenant reimbursements.
(2) All of these theatre properties are leased under a master lease.
(3) All of these threatre properties are leased under a master lease.
(4) Five of these public charter school properties are leased under a master lease to Imagine.
(5) Six of these public charter school properties are leased under a master lease to Imagine.
(6) Sixteen of these public charter school properties are leased under a master lease to Imagine.



EPR Properties
Top Ten Customers by Revenue from Continuing Operations
(Unaudited, dollars in thousands)

			Total Revenue For The			Total Revenue For The
			Three Months Ended		Percentage of	Year Ended		Percentage of
	Customers	Asset Type	December 31, 2013		Total Revenue	December 31, 2013		Total Revenue

1.	American Multi-Cinema, Inc.	Entertainment	$	21,579	24%	$	85,138	25%
2.	Cinemark USA, Inc.	Entertainment	8,050		9%	26,535		8%
3.	Imagine Schools, Inc.	Education	7,274		8%	28,731		8%
4.	Regal Cinemas, Inc.	Entertainment	6,448		7%	23,082		7%
5.	Peak Resorts, Inc.	Recreation	4,657		5%	18,331		5%
6.	Carmike Cinemas, Inc.	Entertainment	3,555		4%	11,018		3%
7.	SVVI, LLC	Recreation	3,354		4%	13,984		4%
8.	Southern Theatres, LLC	Entertainment	3,016		4%	11,931		4%
9.	Cineplex, Inc.	Entertainment	1,886		2%	7,689		2%
10.	TopGolf USA	Recreation	1,577		2%	5,748		2%

	Total		$	61,396	69%	$	232,187	68%



EPR Properties
Summary of Mortgage Notes Receivable
(Unaudited, dollars in thousands)

Summary of Mortgage Notes Receivable

	December 31, 2013		December 31, 2012
Mortgage note and related accrued interest receivable, 9.00%, paid in full on May 31, 2013	$	—	$	1,710
Mortgage note, 9.50%, paid in full on October 8, 2013	—		17,979
Mortgage note, 10.00%, due April 1, 2016	42,907		42,907
Mortgage note receivable and related accrued interest receivable, 5.50%, due November 1, 2016	2,511		—
Mortgage note and related accrued interest receivable, 10.00%, due November 1, 2017	2,521		2,517
Mortgage notes, 7.00% and 10.00%, due May 1, 2019	183,465		178,545
Mortgage note, 10.00%, due August 29, 2020	1,112		—
Mortgage note, 10.11%, due March 10, 2027	10,972		10,945
Mortgage notes, 10.77%, due April 3, 2027	63,500		62,500
Mortgage note, 9.98%, due October 30, 2027	47,029		45,714
Mortgage note and related accrued interest receivable, 10.65%, due June 28, 2032	36,032		36,032
Mortgage note and related accrued interest receivable, 9.50%, due September 1, 2032	19,659		19,471
Mortgage note and related accrued interest receivable, 10.25%, due October 31, 2032	22,188		22,188
Mortgage note, 10.20%, due December 19, 2032	4,509		2,550
Mortgage note and related accrued interest receivable, 9.00%, due December 31, 2032	5,717		5,787
Mortgage notes and related accrued interest receivable, 9.50%, due April 30, 2033	20,802		—
Mortgage note, 11.31%, due May 31, 2033	13,086		4,930
Mortgage note and related accrued interest receivable, 10.25%, due June 30, 2033	3,455		1,977
Mortgage note and related accrued interest receivable, 9.50%, due June 30, 2033	6,872		—
Total mortgage notes and related accrued interest receivable	$	486,337	$	455,752

Payments Due on Mortgage Notes Receivable

	As of December 31, 2013
Year:
2014	$	751
2015	878
2016	46,297
2017	1,154
2018	168
Thereafter	437,089
Total	$	486,337



EPR Properties
Summary of Notes Receivable
(Unaudited, dollars in thousands)

Summary of Notes Receivable (1)

	December 31, 2013		December 31, 2012
Note and related accrued interest receivable, 10.00%,
due July 19, 2014	$	1,300	$	—
Note and related accrued interest receivable, 9.23%,
due August 31, 2015	3,692		3,728
Note and related accrued interest receivable, 6.00%,
paid in full on August 9, 2013	—		1,116
Other	—		183
Total notes and related accrued interest receivable	$	4,992	$	5,027
Less: Loan loss reserves	—		(123		)
Total notes and related accrued interest receivable, net	$	4,992	$	4,904

(1) Included in other assets in the consolidated balance sheets as of December 31, 2013 and 2012 in the Company's Annual Report on Form 10-K.

Payments due on Notes Receivable

	As of December 31, 2013
Year:
2014	$	1,411
2015	3,581
Total	$	4,992

EPR Properties

Definitions-Non-GAAP Financial Measures

EBITDA AND ADJUSTED EBITDA

EBITDA is a widely used financial measure in many industries, including the REIT industry, and is presented to assist investors and analysts in analyzing the performance of the Company. Management uses EBITDA in its analysis of the business and operations of the Company and believes it is useful to investors because it excludes various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA - continuing operations as the sum of net income plus costs (gain) associated with loan refinancing or payoff, net, interest expense (net), depreciation and amortization, less gain on sale or acquisition of real estate, gain on early extinguishment of debt, equity in income from joint ventures, gain on previously held equity interest, income tax benefit and discontinued operations. EBITDA - discontinued operations is computed in the same manner but only as it relates to discontinued operations. Adjusted EBITDA - continuing operations is presented to also add back the effect of non-cash impairment charges, the provision for loan losses and transaction costs. Adjusted EBITDA - discontinued operations is computed in the same manner but only as it relates to discontinued operations.

The Company’s method of calculating EBITDA and Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA and Adjusted EBITDA do not represent cash generated from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not indicative of cash available to fund all cash needs, including distributions. These measures should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.

FUNDS FROM OPERATIONS (“FFO”) AND FFO AS ADJUSTED

The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP and management provides FFO herein because it believes this information is useful to investors in this regard. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. Pursuant to the definition of FFO by the Board of Governors of NAREIT, we calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from sales or acquisitions of depreciable operating properties and impairment losses of depreciable real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. We have calculated FFO for all periods presented in accordance with this definition. In addition, we present FFO as adjusted by adding to FFO costs (gains) associated with loan refinancing or payoff, net, transaction costs, provision for loan losses and preferred share redemption costs and by subtracting gain on early extinguishment of debt and deferred income tax benefit (expense) . FFO and FFO as adjusted are a non-GAAP financial measures. FFO and FFO as adjusted do not represent cash flows from operations as defined by GAAP and are not indicative that cash flows are adequate to fund all cash needs and are not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO and FFO as adjusted the same way so comparisons with other REITs may not be meaningful.

ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)

In addition to FFO, we present AFFO by adding to FFO provision for loan losses, transaction costs, non-real estate depreciation and amortization, deferred financing fees amortization, costs (gain) associated with loan refinancing or payoff, net, share-based compensation expense to management and trustees, amortization of above market leases, net and preferred share redemption costs; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue, the non-cash portion of mortgage and other financing income and gain on early extinguishment of debt and adding or subtracting (as applicable) deferred

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

INTEREST COVERAGE RATIO

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

FIXED CHARGE COVERAGE RATIO

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

DEBT SERVICE COVERAGE RATIO

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

TOTAL INVESTMENTS

Total investments is a non-GAAP financial measure defined as the sum of the carrying values of rental properties (before accumulated depreciation), rental properties held for sale (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in a direct financing lease, net, investment in joint ventures, intangible assets, gross (included in other assets) and notes receivable and related accrued interest receivable, net (included in other assets). Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company's funds have been invested.

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