EPR Properties (EPR) risk factors, FY2025 10-K

Other

1. 01Risks That May Impact Our Financial Condition or Performance
2. 02Global economic and geopolitical uncertainty, disruptions in the financial markets, inflation, and the challenging economic environment may impair our ability to refinance existing obligations or obtain new financing for acquisition or development of properties30% rewritten
3. 03The future outbreak of any highly infectious or contagious diseases, such as the COVID-19 pandemic, could materially and adversely impact or cause disruption to, our performance, financial condition, results of operations and cash flows
4. 04Inflation could adversely impact our customers and our results of operations32% rewritten
5. 05Actual and perceived changes in U.S. trade policies, including changes to existing trade agreements and heightened global trade tensions, and retaliatory responses from other countries may have a material adverse effect on our business, results of operations and financial conditionNew
6. 06increases could adversely affect our returns on investment. Higher materials costs could also diminish our ability to develop new projects at acceptable returns and limit our ability to pursue growth opportunitiesNew
7. 07Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities
8. 08Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and negatively impact the market price of our securities, including our common shares
9. 09Elevated interest rates and future increases will likely increase interest cost on new debt and could materially adversely impact our ability to refinance existing debt, sell assets and limit our investment activities
10. 10We depend on leasing space to tenants on economically favorable terms and collecting rent from our tenants, who may not be able to pay21% rewritten
11. 11We could be adversely affected by a borrower's bankruptcy or default
12. 12We may sell or divest different properties or assets after an evaluation of our portfolio of businesses or as a result of a customer exercising a purchase or note pay-off option. Such sales or divestitures could affect our costs, revenues, results of operations, financial condition and liquidity23% rewritten
13. 13We are exposed to the credit risk of our customers and counterparties and their failure to meet their financial obligations could adversely affect our business
14. 14From time to time, the base terms of some of our leases will expire and there is no assurance that such leases will be renewed at existing lease terms, at otherwise economically favorable terms or at all
15. 15Operating risks in the experiential real estate industry may affect the ability of our customers to perform under their leases or mortgages
16. 16Real estate is a competitive business
17. 17Three customers represent a significant portion of our total revenues45% rewritten
18. 18Properties we develop may not achieve sufficient operating results within expected timeframes and therefore the tenant or borrowers may not be able to pay their agreed upon rent or interest, and managed properties may not be able to operate profitably, which could adversely affect our financial results
19. 19We have entered into management agreements to operate certain of our properties and we could be adversely affected if such managers do not manage these properties successfully21% rewritten
20. 20Our indebtedness may affect our ability to operate our business and may have a material adverse effect on our financial condition and results of operations
21. 21There are risks inherent in having indebtedness and using such indebtedness to fund acquisitions
22. 22Most of our debt instruments contain balloon payments, which may adversely impact our financial performance and our ability to pay dividends
23. 23Without new financing, our growth is limited
24. 24Our real estate investments are concentrated in experiential real estate properties and a significant portion of those investments are in megaplex theatre properties, making us more vulnerable economically than if our investments were more diversified23% rewritten
25. 25If we fail to qualify as a REIT, we would be taxed as a corporation, which would substantially reduce funds available for payment of dividends to our shareholders
26. 26In the event that we recognize a significant gain from cash settlement of a forward sale agreement under our ATM Program, the U.S. federal income tax treatment of the cash that we receive in such instance is unclear and could impact our ability to meet the REIT qualification requirementsNew
27. 27Even if we remain qualified for taxation as a REIT under the Internal Revenue Code, we may face other tax liabilities that reduce our funds available for payment of dividends to our shareholders
28. 28Distribution requirements imposed by law limit our flexibility
29. 29If arrangements involving our TRSs fail to comply as intended with the REIT qualification and taxation rules, we may fail to qualify for taxation as a REIT under the Internal Revenue Code or be subject to significant penalty taxes42% rewritten
30. 30We may depend on distributions from our direct and indirect subsidiaries to service our debt and pay dividends to our shareholders. The creditors of these subsidiaries, and our direct creditors, are entitled to amounts payable to them before we pay any dividends to our shareholdersNew
31. 31Our development financing arrangements expose us to funding and completion risks
32. 32We have a limited number of associates and loss of personnel could harm our operations and adversely affect the value of our shares
33. 33We are subject to risks associated with the employment of personnel by managers of certain of our properties
34. 34We may in the future have greater dependence upon the gaming industry and may be susceptible to the risks associated with it, which could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects
35. 35We and our tenants face extensive regulation from gaming and other regulatory authorities with respect to our gaming properties
36. 36Required regulatory approvals can delay or prohibit transfers of our gaming properties, which could result in periods in which we are unable to receive rent for such properties
37. 37We face risks associated with security breaches through cyber-attacks, cyber-intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems
38. 38The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results or that of our customersNew
39. 39Changes in accounting standards issued by the Financial Accounting Standards Board ("FASB") or other standard-setting bodies may adversely affect our business
40. 40Real estate income and the value of real estate investments fluctuate due to various factors
41. 41There are risks associated with owning and leasing real estate
42. 42Some potential losses are not covered by insurance
43. 43Joint ventures may limit flexibility with jointly owned investments
44. 44Our multi-tenant properties expose us to additional risks
45. 45We may from time to time be subject to litigation that could negatively impact our financial condition, cash flows, results of operations and the trading price of our shares
46. 46Failure to comply with the Americans with Disabilities Act and other laws could result in substantial costs
47. 47Potential liability for environmental contamination could result in substantial costs
48. 48We are exposed to the potential impacts of future climate change and climate-change related risks
49. 49Real estate investments are relatively illiquid
50. 50There are risks in owning assets outside the United States
51. 51There are risks in owning or financing properties for which the tenants', borrowers', or our operations may be impacted by weather conditions, climate change and natural disasters
52. 52We face risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related companies
53. 53We cannot assure you we will continue paying cash dividends at current rates
54. 54Market interest rates may have an effect on the value of our shares
55. 55Inflation may have an effect on the value of our shares
56. 56Broad market fluctuations could negatively impact the market price of our shares
57. 57Market prices for our shares may be affected by perceptions about the financial health or share value of our tenants, borrowers and managers or the performance of REIT stocks generally37% rewritten
58. 58Limits on changes in control may discourage takeover attempts, which may be beneficial to our shareholders
59. 59We may change our policies without obtaining the approval of our shareholders
60. 60Dilution could affect the value of our shares31% rewritten
61. 61Future offerings of debt or equity securities, which may rank senior to our common shares, may adversely affect the market price of our common shares
62. 62Changes in foreign currency exchange rates may have an impact on the value of our shares
63. 63We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares