EPR PROPERTIES
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 31, 2025
EPR$59.51-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001045450-25-000082
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001045450-25-000120
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 109 previous paragraphs and 121 current paragraphs.
69 unchanged; 31 reworded; 19 added; 8 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Historically, our primary challenges have been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties), managing our expanding portfolio and having a cost of capital that allows us to grow our investments in new properties beyond those funded primarily with free cash and disposition proceeds.
Current report
•151 theatre properties;
Current report
•23 fitness & wellness properties;
Current report
International Trade Environment
Current report
•The recognition of lower other income and other expense primarily related to operating properties for the three and six months ended June 30, 2025 versus the three and six months ended June 30, 2024;
Current report
•The recognition of impairment charges for the three and six months ended June 30, 2024 versus no such expense recognized for the three and six months ended June 30, 2025; and
Current report
Subsequent to June 30, 2025, we sold an additional vacant theatre property for net proceeds of approximately $16.0 million and we expect to recognize a gain on this sale of approximately $3.0 million during the three months ending September 30, 2025.
Current report
Chief Investment Officer Transition
Current report
Gregory E. Zimmerman recently notified the Company of his intention to retire from his position as Executive Vice President and Chief Investment Officer in the first quarter of calendar year 2026. We have hired Ben Fox, who will be joining us in August 2025, as an Executive Vice President and is expected to succeed Mr. Zimmerman as Chief Investment Officer upon Mr. Zimmerman’s retirement from such position. Mr. Fox previously served as Managing Director in the Net Lease Division of Ares Management Corporation (“Ares”), a global alternative investment manager operating in the credit, private equity and real estate markets. Prior to Ares, Mr. Fox served as Executive Vice President, Asset Management and Operations at Realty Income, where he oversaw and managed approximately 7,000 properties across the U.S. and U.K.
Current report
As discussed further below, on June 3, 2025, we filed a new universal shelf registration statement and a new shelf registration statement for our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”) with the SEC.
Current report
Three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024
Current report
During the three and six months ended June 30, 2025, we renewed two lease agreements on approximately 141 thousand square feet and experienced an increase of approximately 1.3% in rental rates and paid $1.0 million in leasing commissions with respect to one of these lease renewals.
Current report
(3) The decrease in other income for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related primarily to a decrease in operating income from three operating theatre properties that were sold during the six months ended June 30, 2025, partially offset by better performance at existing operating properties.
Current report
(1) The decrease in other expense for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related primarily to a decrease in operating expense from three operating theatre properties that were sold during the six months ended June 30, 2025, partially offset by higher expenses at existing operating properties.
Current report
(4) Impairment charges recognized during the three and six months ended June 30, 2024 related to one theatre property. No impairment charges were recognized during the three and six months ended June 30, 2025.
Current report
(6) The increase in interest expense, net, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related primarily to an increase in our weighted average interest rate on outstanding debt due to additional borrowings on our unsecured revolving credit facility to pay-off lower rate senior unsecured notes at their maturity.
Current report
Capital Markets
Current report
On June 3, 2025, we filed a new universal shelf registration statement with the SEC, which is effective for a term of three years. The securities covered by this registration statement include common shares, preferred shares, debt securities, depository shares, warrants and units. We may periodically offer one of more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. The registration statement replaced our expiring universal shelf registration statement filed in 2022.
Current report
Additionally, on June 3, 2025, we filed a shelf registration statement with the SEC, which is effective for a term of three years, for our DSP Plan, which permits the issuance of up to 25,000,000 common shares. The registration statement replaced our expiring DSP Plan shelf registration statement filed in 2022.
Removed paragraphs (8)
Previous report
Historically, our primary challenges had been locating suitable properties, negotiating favorable lease or financing terms (on new or existing properties), and managing our portfolio as we continued to grow. We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. More recently, and as further discussed below, the challenging economic environment has increased our cost of capital, which has negatively impacted our ability to make investments in the near-term. Our business is subject to a number of risks and uncertainties, including those described in Item 1A - “Risk Factors” in our 2024 Annual Report.
Previous report
•154 theatre properties;
Previous report
•22 fitness & wellness properties;
Previous report
Challenging Economic Environment
Previous report
Although we intend to continue making future investments, we expect to maintain our investment spending at moderate levels in the near-term due to an elevated cost of capital, and near-term investments will be funded primarily from cash on hand, excess cash flow, disposition proceeds and borrowing availability under our unsecured revolving credit facility, subject to maintaining our leverage levels consistent with past practice. As a result, we intend to continue to be more selective in making future investments and acquisitions until such time as economic conditions improve and our cost of capital improves.
Previous report
During the three months ended March 31, 2025, there were no significant lease renewals on existing properties.
Previous report
Subsequent to March 31, 2025, we fully repaid our $300.0 million senior unsecured notes due April 1, 2025, using borrowings under our $1.0 billion senior unsecured revolving credit facility.
Previous report
The challenging economic environment has increased our cost of capital which has negatively impacted our ability to make investments in the near-term. Accordingly, we intend to continue to be more selective in making future investments and acquisitions until such time as economic conditions and our cost of capital improve.
Reworded paragraphs (31)
Previous wording
It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties with a high occupancy rate. We have also entered into certain joint ventures and provided mortgage note financing. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Current wording
We believe our management’s knowledge and industry relationships have facilitated opportunities for us to acquire, finance and lease properties. It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals or interest paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties with a high occupancy rate. We have also entered into certain joint ventures and provided mortgage note financing. We intend to continue entering into some or all of these types of arrangements in the foreseeable future.
Previous wording
As of March 31, 2025, our total assets were approximately $5.5 billion (after accumulated depreciation of approximately $1.6 billion) with properties located in 44 states, Ontario and Quebec, Canada. Our total investments (a non-GAAP financial measure) were approximately $6.8 billion as of March 31, 2025. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at March 31, 2025 and December 31, 2024. We group our investments into two reportable segments, Experiential and Education. As of March 31, 2025, our Experiential investments comprised $6.4 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.
Current wording
As of June 30, 2025, our total assets were approximately $5.6 billion (after accumulated depreciation of approximately $1.6 billion) with properties located in 43 states, Ontario and Quebec, Canada. Our total investments (a non-GAAP financial measure) were approximately $6.9 billion as of June 30, 2025. See "Non-GAAP Financial Measures" for the reconciliation of "Total assets" in the consolidated balance sheet to total investments at June 30, 2025 and December 31, 2024. We group our investments into two reportable segments, Experiential and Education. As of June 30, 2025, our Experiential investments comprised $6.5 billion, or 94%, and our Education investments comprised $0.4 billion, or 6%, of our total investments.
Previous wording
As of March 31, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 18.5 million square feet, which includes 0.3 million square feet of properties we intend to sell. The wholly-owned Experiential portfolio, excluding the properties we intend to sell, was 99% leased or operated and included $118.3 million in property under development and $20.2 million in undeveloped land inventory.
Current wording
As of June 30, 2025, our wholly-owned Experiential real estate portfolio consisted of approximately 18.5 million square feet, which includes 0.2 million square feet of properties we intend to sell. The wholly-owned Experiential portfolio, excluding the properties we intend to sell, was 99% leased or operated and included $84.2 million in property under development and $20.2 million in undeveloped land inventory.
Previous wording
The combined wholly-owned portfolio consisted of 19.6 million square feet, which includes 0.3 million square feet of properties we intend to sell. The wholly-owned portfolio, excluding the vacant properties the Company intends to sell, was 99% leased or operated.
Current wording
The combined wholly-owned portfolio consisted of 19.6 million square feet, which includes 0.2 million square feet of properties we intend to sell. The wholly-owned portfolio, excluding the vacant properties the Company intends to sell, was 99% leased or operated.
Previous wording
As a triple-net lease REIT, we are generally experiencing heightened risks and uncertainties associated with key macroeconomic factors including inflation and interest rate volatility. In recent months, the U.S. government has imposed, and is considering imposing, tariffs and trade restrictions on certain goods produced outside of the United States, including a recent indication that a significant tariff on foreign-made films may be imposed. In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States. In addition, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of tariffs on economic conditions.
Current wording
In recent months, the U.S. government has imposed, and is considering imposing, tariffs and trade restrictions on certain goods produced outside of the United States, including an indication that a tariff on foreign-made films may be imposed. In response to these actions, certain foreign jurisdictions have imposed, or are considering imposing, tariffs and retaliatory restrictions on goods produced in the United States. In addition, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of tariffs on economic conditions.
Previous wording
The overall economic uncertainty caused by these or additional changes in the U.S. or international trade policy, along with continued uncertainty surrounding such policies, could also lead to weakened economic conditions, contribute to inflation and increased borrowing costs and could lead to decreased consumer spending. This environment has created negative pressure in the financial and capital markets resulting in a higher cost of capital. Additionally, tariff increases may impact us by increasing the cost of imported construction materials, which in turn can lead to higher development and renovation expenses. This increase in costs may result in reduced yields on development projects and potentially delay or result in cancelling planned projects. Furthermore, our tenants are similarly experiencing negative pressures from these uncertain economic conditions, which could negatively affect their ability to satisfy their obligations to us.
Current wording
The overall economic uncertainty caused by these or additional changes in the U.S. or international trade policy, along with continued uncertainty surrounding such policies, could also lead to weakened economic conditions, contribute to inflation and increased borrowing costs and could lead to decreased consumer spending. Additionally, tariff increases may impact us by increasing the cost of imported construction materials, which in turn can lead to higher development and renovation expenses. This increase in costs may result in reduced yields on development projects and potentially delay or result in cancelling planned projects. Furthermore, our tenants are similarly experiencing negative pressures from these uncertain economic conditions, which could negatively affect their ability to satisfy their obligations to us.
Previous wording
Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three months ended March 31, 2025 and 2024 (in millions, except per share information):
Current wording
Our total revenue, net income available to common shareholders per diluted share and Funds From Operations As Adjusted ("FFOAA") per diluted share (a non-GAAP financial measure) are detailed below for the three and six months ended June 30, 2025 and 2024 (in millions, except per share information):
Previous wording
The major factors impacting our results for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024 were as follows:
Current wording
The major factors impacting our results for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024 were as follows:
Previous wording
•The recognition of retirement and severance expense for the three months ended March 31, 2024 versus no such expense recognized for the three months ended March 31, 2025;
Current wording
•The recognition of retirement and severance expense for the six months ended June 30, 2024 versus no such expense recognized for the six months ended June 30, 2025;
Previous wording
•The recognition of benefit for credit losses, net for the three months ended March 31, 2025 versus the recognition of provision for credit losses, net for the three months ended March 31, 2024; and
Current wording
•The decrease in provision for credit losses, net for the six months ended June 30, 2025 versus the six months ended June 30, 2024;
Previous wording
•The recognition of higher gain on sale of real estate for the three months ended March 31, 2024 versus the three months ended March 31, 2025.
Current wording
•The recognition of higher gain on sale of real estate for the three and six months ended June 30, 2025 versus the three and six months ended June 30, 2024.
Previous wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2024 Annual Report. For the three months ended March 31, 2025, there were no changes to critical accounting policies.
Current wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of real estate, accounting for real estate acquisitions, assessing the collectability of receivables and the credit loss related to mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates. A summary of critical accounting policies and estimates is included in our 2024 Annual Report. For the six months ended June 30, 2025, there were no changes to critical accounting policies.
Previous wording
Our investment spending during the three months ended March 31, 2025 and 2024 totaled $37.7 million and $85.7 million, respectively, and is detailed below (in thousands):
Current wording
Our investment spending during the six months ended June 30, 2025 and 2024 totaled $86.3 million and $132.7 million, respectively, and is detailed below (in thousands):
Previous wording
The above amounts include $1.5 million and $1.0 million in capitalized interest for the three months ended March 31, 2025 and 2024, respectively, and $39 thousand and $60 thousand in capitalized other general and administrative direct project costs for the three months ended March 31, 2025 and 2024, respectively. Excluded from the table above is approximately $1.3 million and $1.6 million of maintenance capital expenditures and other spending for the three months ended March 31, 2025 and 2024, respectively.
Current wording
The above amounts include $2.4 million and $1.4 million in capitalized interest for the six months ended June 30, 2025 and 2024, respectively, and $175 thousand and $88 thousand in capitalized other general and administrative direct project costs for the six months ended June 30, 2025 and 2024, respectively. Excluded from the table above is approximately $3.1 million and $2.9 million of maintenance capital expenditures for the six months ended June 30, 2025 and 2024, respectively.
Previous wording
During the three months ended March 31, 2025, we completed the sales of one vacant theatre property, two operated theatre properties, one vacant early childhood education center and 10 early childhood education centers for net proceeds totaling $70.8 million. In connection with these sales, we recognized a net gain on sale totaling $9.4 million.
Current wording
During the six months ended June 30, 2025, we completed the sales of two vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center and 10 leased early childhood education centers for net proceeds totaling $106.4 million. In connection with these sales, we recognized a net gain on sale totaling $26.2 million.
Previous wording
During thethree months ended March 31, 2025, we received $8.1 million in proceeds representing prepayment in full on two mortgage note receivables that were secured by two early childhood education center properties.
Current wording
During thesix months ended June 30, 2025, we received $8.1 million in proceeds representing prepayment in full on two mortgage note receivables that were secured by two early childhood education center properties.
Previous wording
(1) For the three months ended March 31, 2025 compared to the three months ended March 31, 2024, the increase in minimum rent resulted from an increase of $2.5 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was an increase in minimum rent of $0.6 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $0.5 million from property dispositions.
Current wording
(1) For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, the increase in minimum rent resulted from an increase of $1.9 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was an increase in minimum rent of $1.5 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $0.9 million from property dispositions.
Previous wording
(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due primarily to percentage rent recognized from one of our early childhood education center tenants.
Current wording
(2) The increase in percentage rent (i.e., amounts above base rent) for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was due primarily to percentage rent recognized from one of our theatre tenants. The increase to percentage rent for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due primarily to percentage rent recognized from one of our theatre tenants and one of our early childhood education center tenants.
Previous wording
(3) The increase in mortgage and other financing income for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 related to interest income on a new mortgage note funded in 2024 and from additional investments on existing mortgage note receivables. In addition, $1.8 million of participating interest income was recognized during the three months ended March 31, 2025, which related to amounts under review with one borrower regarding the calculation of participating interest income from prior periods that was resolved during the three months ended March 31, 2025. No participating interest income was recognized during the three months ended March 31, 2024.
Current wording
(4) The increase in mortgage and other financing income for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 related to interest income on a new mortgage note funded in 2024 and from additional investments on existing mortgage note receivables in 2025 and 2024. In addition, $1.8 million of participating interest income was recognized during the six months ended June 30, 2025, which related to amounts under review with one borrower regarding the calculation of participating interest income from prior periods that was resolved during the six months ended June 30, 2025. No participating interest income was recognized during the six months ended June 30, 2024.
Previous wording
(1) Retirement and severance expense for the three months ended March 31, 2024 related primarily to the retirement of our former Executive Vice President, General Counsel and Secretary. There was no retirement and severance expense for the three months ended March 31, 2025.
Current wording
(2) Retirement and severance expense for the six months ended June 30, 2024 related primarily to the retirement of our former Executive Vice President, General Counsel and Secretary. There was no retirement and severance expense for the six months ended June 30, 2025.
Previous wording
(2) The change in provision (benefit) for credit losses, net for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was due primarily to a release from an additional $4.0 million in funding commitments on one mortgage note receivable and changes in our estimated current expected credit losses based on macro-economic conditions.
Current wording
(3) The change in provision (benefit) for credit losses, net for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due primarily to a release from an additional $4.0 million in funding commitments on one mortgage note receivable and changes in our estimated current expected credit losses mostly due to macro-economic conditions.
Previous wording
(3) The gain on sale of real estate for the three months ended March 31, 2025 related to the sale of one vacant theatre property, two operating theatre properties, one vacant early childhood education center and 10 early childhood education centers. The gain on sale of real estate for the three months ended March 31, 2024 related to the sales of two cultural properties and one vacant theatre property.
Current wording
(5) The gain on sale of real estate for the six months ended June 30, 2025 related to the sale of two vacant theatre properties, two operating theatre properties, two leased theatre properties, one vacant early childhood education center and 10 leased early childhood education centers. The gain on sale of real estate for the six months ended June 30, 2024 related to the sale of two cultural properties, four vacant theatre properties and a leased theatre property.
Previous wording
Cash and cash equivalents were$20.6 million at March 31, 2025. In addition, we had restricted cash of$6.4 million at March 31, 2025, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.
Current wording
Cash and cash equivalents were$13.0 million at June 30, 2025. In addition, we had restricted cash of $15.8 millionat June 30, 2025, which related primarily to escrow deposits required for property management, mortgage note and debt agreements or held for potential acquisitions, developments and redevelopments.
Previous wording
At March 31, 2025, we had outs tanding $2.5 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.
Current wording
At June 30, 2025, we had outstanding $2.2 billion in aggregate principal amount of unsecured senior notes (excluding the private placement notes discussed below) ranging in interest rates from 3.60% to 4.95%. The notes contain various covenants, including: (i) a limitation on incurrence of any debt that would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt that would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt that would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets such that they are not less than 150% of our outstanding unsecured debt. Interest payments on our unsecured senior notes are due semiannually.
Previous wording
At March 31, 2025, we had$105.0 million outstanding balance under our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility is governed by the terms of the Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), dated as of September 19, 2024. The facility will mature on October 2, 2028. We have two options to extend the maturity date of this credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default. The Amended Credit Agreement provides for an initial maximum principal amount of borrowing availability of $1.0 billion, which includes a $100.0 million letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfacility. The credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The unsecured revolving credit facility bears interest at a floating rate of SOFR plus 1.15% (based on our unsecured debt ratings and with a SOFR floor of zero), which was 5.46% at March 31, 2025. Additionally, the facility fee on the revolving credit facility is 0.25%.
Current wording
At June 30, 2025, we had$405.0 million outstanding balance under our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility is governed by the terms of the Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement"), dated as of September 19, 2024. The facility will mature on October 2, 2028. We have two options to extend the maturity date of this credit facility by an additional six months each (for a total of 12 months), subject to paying additional fees and the absence of any default. The Amended Credit Agreement provides for an initial maximum principal amount of borrowing availability of $1.0 billion, which includes a $100.0 million letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfacility. The credit facility contains an "accordion" feature under which we may increase the total maximum principal amount available by $1.0 billion, to a total of $2.0 billion, subject to lender consent. The unsecured revolving credit facility bears interest at a floating rate of SOFR plus 1.15% (based on our unsecured debt ratings and with a SOFR floor of zero), which was 5.44% at June 30, 2025. Additionally, the facility fee on the revolving credit facility is 0.25%.
Previous wording
Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions. As discussed above, due to our current elevated cost of capital, we intend to fund our investments in the near term primarily from cash on hand, excess cash flow, disposition proceeds and borrowing availability under our unsecured revolving credit facility, subject to maintaining our leverage levels consistent with past practice.
Current wording
Our principal investing activities are acquiring, developing and financing Experiential properties. These investing activities have generally been financed with senior unsecured notes and the proceeds from equity offerings. Our unsecured revolving credit facility and cash from operations are also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. We have and may in the future assume mortgage debt in connection with property acquisitions or incur new mortgage debt on existing properties. We may also issue equity securities in connection with acquisitions. Continued growth of our real estate investments and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings and, to a lesser extent, our ability to assume debt in connection with property acquisitions. We may also fund investments with the proceeds from asset dispositions.
Previous wording
As of March 31, 2025, wehad 14 development projects with commitments to fund an aggregate of approximately $142.8 million, of which approximately $74.2 million is expected to be funded in the remainder of 2025. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we may discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
Current wording
As of June 30, 2025, wehad 14 development projects with commitments to fund an aggregate of approximately $119.1 million, of which approximately $38.6 million is expected to be funded in the remainder of 2025. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we may discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.
Previous wording
We have certain commitments related to our mortgage notes investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of our direct control. As of March 31, 2025, we had two mortgage notes with commitments totaling approximately $47.4 million, of which $1.9 million is expected to be funded in the remainder of 2025. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
Current wording
We have certain commitments related to our mortgage notes investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of our direct control. As of June 30, 2025, we had two mortgage notes with commitments totaling approximately $49.8 million, of which $4.3 million is expected to be funded in the remainder of 2025. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.
Previous wording
Long-term liquidity requirements consist primarily of debt maturities. Subsequent to March 31, 2025, we fully repaid our $300.0 million senior unsecured notes due April 1, 2025, using borrowings under our $1.0 billion senior unsecured revolving credit facility. We have $629.6 million of debt maturities due in 2026. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us, particularly in light of the challenging economic environment and our elevated cost of capital.
Current wording
Long-term liquidity requirements consist primarily of debt maturities. Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes, using borrowings under our $1.0 billion senior unsecured revolving credit facility. We have $629.6 million of debt maturities due in 2026. We currently believe that we will be able to repay, extend, refinance or otherwise settle our debt maturities as the debt comes due and that we will be able to fund our remaining commitments, as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us.
Previous wording
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three months ended March 31, 2025 and 2024 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):
Current wording
The following table summarizes our FFO, FFOAA and AFFO including per share amounts for FFO and FFOAA, for the three and six months ended June 30, 2025 and 2024 and reconciles such measures to net income available to common shareholders, the most directly comparable GAAP measure (unaudited, in thousands, except per share information):
Previous wording
The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion, which results in the most dilution is included in the computation of per share amounts. The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for the three months ended March 31, 2025 and 2024. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.
Current wording
The effect of the conversion of our convertible preferred shares is calculated using the if-converted method and the conversion, which results in the most dilution is included in the computation of per share amounts. The conversion of the 5.75% Series C cumulative convertible preferred shares and the 9.00% Series E cumulative convertible preferred shares would be dilutive to FFO, FFOAA and AFFO per share for thethree and six months ended June 30, 2025 and 2024. Therefore, the additional common shares that would result from the conversion and the corresponding add-back of the preferred dividends declared on those shares are included in the calculation of diluted FFO and FFOAA per share and would be included in a calculation of AFFO per share.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, the increase in minimum rent resulted from an increase of $4.4 million related to property acquisitions and developments completed in 2025 and 2024. In addition, there was an increase in minimum rent of $2.1 million related to rental revenue on existing properties. This was partially offset by a decrease in rental revenue of $1.4 million from property dispositions.
Current report — wording carried from elsewhere
Upon maturity, on April 1, 2025, we fully repaid $300.0 million of senior unsecured notes using borrowings under our $1.0 billion senior unsecured revolving credit facility.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Three months ended March 31, 2025 compared to the three months ended March 31, 2024