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Summary of Significant Accounting Policies | 12 Months Ended
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Dec. 31, 2024
Accounting Policies [Abstract] |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of EPR Properties and its subsidiaries, all of which are wholly owned. Variable Interest Entities The Company consolidates certain entities when it is deemed to be the primary beneficiary in a variable interest entity (VIE) in which it has a controlling financial interest in accordance with the consolidation guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The equity method of accounting is applied to joint ventures and other similar entities in which the Company is not the primary beneficiary as defined in the FASB ASC Topic on Consolidation (Topic 810), but can exercise influence over the entity with respect to its operations and major decisions. The Company’s variable interest in VIEs currently are in the form of equity ownership and loans provided by the Company to a VIE. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. The primary beneficiary generally is defined as the party with the controlling financial interest. Consideration of various factors include, but are not limited to, the Company’s ability to direct the activities that most significantly impact the entity’s economic performance and its obligation to abso rb losses from or right to receive benefits of the VIE that could potentially be significant to the VIE. As of December 31, 2024 and 2023, the Company does not have any investments in consolidated VIEs. Use of Estimates Management of the Company has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP). Actual results could differ from those estimates. Real Estate Investments Real estate investments are carried at initial recorded value less accumulated depreciation. Costs incurred for the acquisition and development of the properties are capitalized. In addition, the Company capitalizes certain costs that relate to property under development including interest and a portion of internal legal personnel costs. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which generally are estimated to be 30 years to 40 years for buildings, three years to 25 years for furniture, fixtures and equipment and 10 years to 20 years for site improvements. Tenant improvements, including allowances, are depreciated over the shorter of the lease term or the estimated useful life and leasehold interests are depreciated over the useful life of the underlying ground lease. Management reviews the Company's real estate investments, including operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable, which is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of the property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value. The Company evaluates the held-for-sale classification of its real estate as of the end of each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. Assets are generally classified as held for sale once management has initiated an active program to market them for sale and it is probable the assets will be sold within one year. Occasionally, the Company will receive unsolicited offers from third parties to buy individual Company properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has significant funds at risk to ensure performance. Real Estate Acquisitions Upon acquisition of real estate properties, the Company evaluates the acquisition to determine if it is a business combination or an asset acquisition. If the acquisition is determined to be an asset acquisition, the Company records the purchase price and other related costs incurred to the acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis. In addition, costs incurred for asset acquisitions including transaction costs, are capitalized. If the acquisition is determined to be a business combination, the Company records the fair value of acquired tangible assets and identified intangible assets and liabilities as well as any noncontrolling interest. Acquisition-related costs in connection with business combinations are expensed as incurred and included in "Transaction costs" in the accompanying consolidated statements of income and comprehensive income. In addition to acquisition-related costs in connection with business combinations, transaction costs include costs associated with terminated transactions, pre-opening costs and certain leasing and tenant transition costs. Transaction costs expensed totaled $0.8 million, $1.6 million and $4.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. For real estate acquisitions (asset acquisitions or business combinations), the fair value (or relative fair value in an asset acquisition) of the tangible assets is determined by valuing the property using recent independent appraisals or methods similar to those used by independent appraisers. Land is valued using the sales comparison approach, which uses available market data from recent comparable land sales as an input to estimate the fair value. Site improvements and tenant improvements are valued using the cost approach, which uses replacement cost data obtained from industry recognized guides less depreciation as an input to estimate the fair value. The building is valued either using the cost approach described above or a combination of the cost and the income approach. The income approach uses market leasing assumptions to estimate the fair value of the property as if vacant. The cost and income approaches are reconciled to arrive at an estimated building fair value. Intangibles The fair value of acquired in-place leases also includes management’s estimate, on a lease-by-lease basis, of the present value of the following amounts: (i) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute the leases, including leasing commissions, legal and other related costs); (ii) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed re-leasing period, (i.e. real estate taxes, insurance and other operating expenses); (iii) the value associated with lost rental revenue from existing leases during the assumed re-leasing period; and (iv) the value associated with avoided tenant improvement costs or other inducements to secure a tenant lease. These values are amortized over the lease term of the respective leases. In determining the fair value of acquired above and below-market leases, the Company considers many factors. On a lease-by-lease basis, management considers the present value of the difference between the contractual amounts to be paid pursuant to the leases and management’s estimate of fair market lease rates. For above-market leases and below-market leases, management considers such differences over the lease terms. The capitalized above-market lease values are amortized as a reduction of rental income over the lease terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the lease terms of the respective leases. The lease term includes the minimum base term plus any extension options that are reasonably certain to be exercised. Management considers several factors in determining the discount rate used in the present value calculations, including the credit risks associated with the respective tenants. If debt is assumed in the acquisition, the determination of whether it is above or below-market is based upon a comparison of similar financing terms for similar real estate investments at the time of the acquisition. In determining the fair value of tradenames, the Company historically uses the relief from royalty method, which estimates the fair value of hypothetical royalty income that could be generated if the intangible asset was licensed from an independent third-party. In determining the fair value of a contract intangible, the Company considers the present value of the difference between the estimated "with" and "without" scenarios. The "with" scenario presents the contract in place and the "without" scenario incorporates the potential profits that may be lost over the period without the contract in place. The capitalized contract value is amortized over the estimated useful life of the underlying asset. The excess of the cost of an acquired business (in a business combination) over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. Goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Management of the Company reviews the carrying value of intangible assets for impairment on an annual basis. Intangible assets and liabilities (included in "Other assets" and "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets) consist of the following at December 31 (in thousands):
| 2024 |  | 2023
Assets: |  |  |
In-place leases, net of accumulated amortization of $27.3 million and $26.6 million, respectively | $ | 14,677 |  |  | $ | 16,402 |
Above-market lease, net of accumulated amortization of $1.4 million and $1.3 million, respectively | 165 |  |  | 211 |
Tradenames, net of accumulated amortization of $850 thousand and $716 thousand, respectively (1) | 8,314 |  |  | 8,447 |
Contract value, net of accumulated amortization of $2.4 million and $2.0 million, respectively | 8,592 |  |  | 8,957 |
Goodwill | 693 |  |  | 693 |
Total intangible assets, net | $ | 32,441 |  |  | $ | 34,710 |
Liabilities: |  |  |
Below-market lease, net of accumulated amortization of $3.5 million and $3.1 million, respectively | $ | 7,139 |  |  | $ | 7,557 |
(1) At December 31, 2024 and 2023, $5.4 million in t radenames had indefinite lives and were not amortized. Aggregate intangible amortization included in expense was $2.2 million, $7.1 million and $3.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. The net amount amortized as an increase to rental revenue for capitalized above and below-market lease intangibles was $0.4 million, $0.5 million and $0.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Future amortization of in-place leases, net, above-market lease, net, tradenames, net, contract value, net and below-market lease, net at December 31, 2024 is as follows (in thousands):
| In place leases |  | Tradenames (1) |  | Contract Value |  | Above-market lease |  | Below-market lease
Year: |  |  |  |  |  |  |  |  |
2025 | $ | 1,689 |  |  | $ | 133 |  |  | $ | 365 |  |  | $ | 46 |  |  | $ | (408) |
2026 | 1,606 |  |  | 133 |  |  | 365 |  |  | 46 |  |  | (324) |
2027 | 1,600 |  |  | 133 |  |  | 365 |  |  | 46 |  |  | (259) |
2028 | 1,506 |  |  | 133 |  |  | 365 |  |  | 27 |  |  | (254) |
2029 | 1,233 |  |  | 133 |  |  | 365 |  |  | — |  |  | (251) |
Thereafter | 7,043 |  |  | 2,293 |  |  | 6,767 |  |  | — |  |  | (5,643) |
Total | $ | 14,677 |  |  | $ | 2,958 |  |  | $ | 8,592 |  |  | $ | 165 |  |  | $ | (7,139) |
Weighted average amortization period (years) | 12.6 |  | 23.3 |  | 23.5 |  | 3.6 |  | 28.3
(1) Excludes $5.4 million in tradenames with indefinite lives.
Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt obligations or mortgage note receivable as applicable. Deferred financing costs o f $19.1 million a nd $25.1 million as of December 31, 2024 and 2023, respectively, are shown as a reduction of "Debt" in the accompanying consolidated balance sheets. The deferred financing c osts related to the unsecured revolving credit facility of $10.5 million an d $4.1 million as of December 31, 2024 and 2023, respectively, are included in "Other assets" in the accompanying consolidated balance sheets. Reportable Segments The Company has two reportable operating segments: Experiential and Education. The Experiential segment includes the following property types: theatres, eat & play (including seven theatres located in entertainment districts), attractions, ski, experiential lodging, gaming, cultural and fitness & wellness. The Education segment includes the following property types: early childhood education centers and private schools. The Company’s business is focused on Experiential real estate. The economic characteristics of Experiential properties are similar across type, geographic location and industries in which our tenants and borrowers operate. The Company’s segment structure reflects the financial information and reports used by the Company’s management team, specifically its chief operating decision maker (CODM), to make decisions regarding the Company’s business, including resource allocation and performance assessments. The Company’s CODM is its Chairman, President and Chief Executive Officer. While the Company does not plan to seek additional opportunities in the Education segment, information provided to the CODM is separated and decisions are made based on these two operating segments. The CODM uses segment assets as reported on the balance sheet as Total Assets and Net Operating Income (NOI) before unallocated items to assess and allocate resources. NOI is calculated as total revenue (consisting of rental revenue, other income and mortgage and other financing income) less property operating expense and other expense. Revenue from both segments is derived substantially from investments structured as long-term triple-net leases or mortgages. Corporate items are not allocated to segments. See Note 18 for financial information related to these reportable segments. Rental Revenue The Company leases real estate to its tenants under leases classified as operating leases. The Company's leases generally provide for rent escalations throughout the lease terms. Rents that are fixed are recognized on a straight-line basis over the lease term. Base rent escalations that include a variable component are recognized upon the occurrence of the specified event as defined in the Company's lease agreements. Many of the Company's leasing arrangements include options to extend the lease, which are not included in the minimum lease terms unless the option is reasonably certain to be exercised. Straight-line rental revenue is subject to an evaluation for collectability, and the Company records a direct write-off against rental revenue if collectability of these future rents is not probable. The Company recognized straight-line write-offs of $0.1 million, $0.7 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Straight-line rental revenue, net of write-offs, was $17.3 million, $10.6 million and $7.0 million, f or the years ended December 31, 2024, 2023 and 2022, respectively. Most of the Company’s lease contracts are triple-net leases, which require the tenants to make payments directly to third parties for lessor costs (such as property taxes and insurance) associated with the properties. In accordance with Topic 842, the Company does not include these lessee payments to third parties in rental revenue or property operating expenses. In certain situations, the Company pays these lessor costs directly to third parties and the tenants reimburse the Company. In accordance with Topic 842, these payments are presented on a gross basis in rental revenue and property operating expense. Dur ing the years ended December 31, 2024, 2023 and 2022, the Company recognized $2.0 million, $1.7 million and $2.6 million, respectively, in tenant reimbursements related to the gross-up of these reimbursed expenses, which are included in rental revenue. Certain of the Company's leases, particularly at its entertainment districts, require the tenants to make payments to the Company for property related expenses such as common area maintenance. In accordance with Topic 842, the Company has elected to combine these non-lease components with the lease components in rental revenue. For the years ended December 31, 2024, 2023 and 2022, the amounts due for non-lease components included in rental revenue tota led $18.8 million, $19.6 million and $17.2 million, respectively. In addition, most of the Company's tenants are subject to additional rents (above base rents) if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents are recognized at the time when specific triggering events occur as provided by the lease agreement. Rental revenue included percentage rents of $14.5 million, $12.2 million and $10.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Furthermore, due to the impact of the COVID-19 pandemic, certain of the Company's tenants paid a portion of base rent in 2022 based on a percentage of gross revenue. This variable rent totaled $0.4 million for the year ended December 31, 2022. Rental revenue included lease termination fees of approximately $3.4 million for the year ended December 31, 2023, relating to the early terminations of two leases by two tenants. No lease termination fees were received for the years ended December 31, 2024 and 2022. The Company regularly evaluates the collectability of its receivables on a lease-by-lease basis. The evaluation primarily consists of reviewing past due account balances and considering such factors as the credit quality of the Company's tenants, projected performance of the tenant, historical trends of the tenant, current economic conditions and changes in customer payment terms. When the collectability of lease receivables or future lease payments are no longer probable, the Company records a direct write-off of the receivable to rental revenue and recognizes future rental revenue on a cash basis. Property Sales Sales of real estate properties are recognized when a contract exists and the purchaser has obtained control of the property. Gains on sales of properties are recognized in full in a partial sale of nonfinancial assets, to the extent control is not retained. Any noncontrolling interest retained by the seller would, accordingly, be measured at fair value. The Company evaluates each sale or disposal transaction to determine if it meets the criteria to qualify as discontinued operations. A discontinued operation is a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on the Company's operations and financial results. If the sale or disposal transaction does not meet the criteria, the operations and related gain or loss on sale is included in income from continuing operations. Mortgage Notes and Other Notes Receivable Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower less allowance for credit loss. Interest income is recognized using the effective interest method over the estimated life of the note. Interest income includes both the stated interest and the amortization or accretion of premiums or discounts (if any). The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables related to its mortgage notes and notes receivable. Accordingly, if accrued interest receivable is deemed to be uncollectible, the Company will record any necessary write-offs as a reversal of interest inc ome. During the year ended December 31, 2022, the Company wrote off approximately $1.5 million of accrued interest and fees receivable against interest income related to one mortgage note receivable and two notes receivable. No such amounts were written-off for the years ended December 31, 2024 and 2023. As of December 31, 2024, the Company believes that all outstanding accrued interest is collectible. In the event the Company has a past due mortgage note or note receivable that the Company determines is collateral-dependent, the Company measures expected credit losses based on the fair value of the collateral with the credit allowance being the difference between the outstanding principal balance of the notes and the estimated fair value. As of December 31, 2024, the Company does not have any mortgage notes or notes receivable with past due principal balances. See Note 7 for further discussion of mortgage notes and notes receivable for which the Company elected to apply the collateral dependent practical expedient. Mortgage and Other Financing Income Certain of the Company's borrowers are subject to additional interest based on certain thresholds defined in the mortgage agreements (participating interest). Participating interest income is recognized at the time when specific triggering events occur as provided by the mortgage agreement. Participating interest income for the years ended December 31, 2024 and 2023 related to one borrower and was $197 thousand and $57 thousand, respectively. There was no participating interest income for the year ended December 31, 2022. Income Taxes The Company has elected to be taxed as a REIT pursuant to Section 856(c) of the Internal Revenue Code. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. The Company intends to continue to qualify as a REIT and distribute substantially all of its taxable income to its shareholders. The Company is subject to income tax in certain instances in both the U.S. and in certain foreign jurisdictions, as more fully described herein. The Company’s income tax expense includes deferred income tax expense or benefit, which represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company evaluates the realizability of its deferred income tax assets and assesses the need for a valuation allowance for each jurisdiction for which it is subject to income tax. The realization of the deferred tax assets depends upon all positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. The Company owns certain real estate assets that are subject to income tax in Canada. At December 31, 2024, the net deferred tax assets related to the Company's Canadian operations totaled $22.6 million resulting from the temporary differences between income for financial reporting purposes and taxable income relating primarily to depreciation, capital improvements and straight-line rents. At December 31, 2024, it is more likely than not the Company will not generate sufficient taxable income to realize any of these net deferred tax assets. The Company has certain taxable REIT subsidiaries (TRSs), as permitted under the Internal Revenue Code, through which it conducts certain business activities and are subject to federal and state income taxes on their net taxable income. The Company uses four such TRS entities exclusively to hold the operational aspect of the traditional REIT lodging structure for five Experiential lodging properties that are facilitated by management agreements with eligible independent contractors. The real estate for these investments are held by the REIT either directly or through an investment in a joint venture and leased to the respective operations entity under a triple-net lease. Management has determined which of the real estate assets meets the requirements to be classified as qualified lodging facilities as required in a traditional REIT lodging structure and recognizes revenue on these structures accordingly for REIT testing purposes. The Company also uses one such TRS entity to hold the operational aspect of four theatre assets, which are operated by third party property managers. The real estate for these assets is held by the REIT directly and leased to the respective operating TRS entity under a triple-net lease. At December 31, 2024, the net deferred tax assets related to the Company's TRSs totaled $12.4 million, resulting from the temporary differences between income for financial reporting purposes and taxable income relate primarily to net operating loss carryovers and pre-opening cost amortization. At December 31, 2024, it is more likely than not that the Company will not generate sufficient taxable income to realize any of these net deferred tax assets. As of December 31, 2024 and 2023, the Canadian operations and the Company's TRSs had deferred tax assets included in "Other assets" in the accompanying consolidated balance sheets totaling approximately $41.0 million and $41.7 million, respectively, and deferred tax liabilities included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheets totaling approximately $20.1 million and $4.6 million, respectively. At December 31, 2024 and 2023, the Company had valuation allowances offsetting the net deferred tax assets included in the accompanying consolidated balance sheets totaling $34.9 million and $36.6 million, respectively. The Company’s consolidated deferred tax position is summarized as follows at December 31 (in thousands):
| 2024 |  | 2023
Fixed assets | $ | 22,268 |  |  | $ | 25,416 |
Net operating losses | 14,208 |  |  | 11,296 |
Start-up costs | 2,144 |  |  | 2,301 |
Other | 2,385 |  |  | 2,698 |
Total deferred tax assets | $ | 41,005 |  |  | $ | 41,711 |
Fixed assets | $ | (14,546) |  |  | $ | — |
Capital improvements | (2,562) |  |  | (2,786) |
Straight-line receivable | (904) |  |  | (982) |
Other | (2,129) |  |  | (805) |
Total deferred tax liabilities | $ | (20,141) |  |  | $ | (4,573) |
Valuation allowance | (34,936) |  |  | (36,613) |
Net deferred tax (liability) asset | $ | (14,072) |  |  | $ | 525 |
Additionally, during the years ended December 31, 2024, 2023 and 2022, the Company recognized current income and withholding tax expense of $3.0 million, $2.1 million and $1.4 million, respectively, primarily related to certain state income taxes and foreign withholding tax. The table below details the current and deferred income tax benefit (expense) for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| 2024 |  | 2023 |  | 2022
Current TRS income tax | $ | 137 |  |  | $ | — |  |  | $ | (137) |
Current state income tax expense | (360) |  |  | (240) |  |  | (226) |
Current foreign income tax | (1,460) |  |  | (513) |  |  | (1) |
Current foreign withholding tax | (1,290) |  |  | (1,318) |  |  | (1,041) |
Deferred TRS income tax (expense) benefit | — |  |  | — |  |  | — |
Deferred foreign withholding tax | — |  |  | — |  |  | — |
Deferred income tax benefit | 1,540 |  |  | 344 |  |  | 169 |
Income tax expense | $ | (1,433) |  |  | $ | (1,727) |  |  | $ | (1,236) |
The Company's effective tax rate for the years ended December 31, 2024, 2023 and 2022 was 1.2%, 1.2% and 0.8%, respectively. The differences between the income tax expense calculated at the statutory U.S. federal income tax rates and the actual income tax expense recorded is mostly attributable to the dividends paid deduction available for REITs. Furthermore, the Company qualified as a REIT and distributed the necessary amount of taxable income such that no current U.S. federal income taxes were due for the years ended December 31, 2024, 2023 and 2022. Accordingly, no provision for current U.S. federal income taxes was recorded for any of those years. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain provisions, it will be subject to federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax for years prior to January 1, 2021) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. Tax years 2021 through 2023 remain generally open to examination for U.S. federal income tax and state tax purposes and from 2019 through 2023 for Canadian income tax purposes. The Company’s policy is to recognize interest and penalties as general and administrative expense. The Company did not recognize any interest and penalties in 2024, 2023 or 2022. The Company did not have any accrued interest and penalties at December 31, 2024, 2023 and 2022. Additionally, the Company did not have any unrecorded tax benefits as of December 31, 2024, 2023 and 2022. During the year ended December 31, 2024, the Company made a $5.9 million payment to the City of Kansas City, Missouri under protest related to an assessment of tax years ending December 31, 2018 through 2022. The City has denied the Company’s necessary deduction for dividends paid for each of these years resulting in assessment of additional tax, penalties and interest. The Company filed a lawsuit and demanded a refund of the $5.9 million payment during the year ended December 31, 2024 on grounds that the dividend is deductible and/or that the standard apportionment unfairly represents EPR’s economic presence in the City. Subsequent to the filing of the lawsuit, the City granted EPR a variance to the standard apportionment on a prospective basis. If applied retrospectively, the apportionment variance alone would reduce the purported deficiency by 98%. Although there can be no assurances, based on an agreement reached with the City regarding the treatment of future taxes and the Company's position in the lawsuit, the Company believes that it is more likely than not that the payment will be refunded. Concentrations of Risk Topgolf USA (Topgolf), American-Multi Cinema, Inc. (AMC) and Regal Cinemas (Regal) represented a significant portion of the Company's total revenue for the years ended December 31, 2024, 2023 and 2022. The Company had higher revenue from Regal during the years ended December 31, 2023 and 2022 due to the payment of higher base rent (pre-bankruptcy) and the repayment of deferred rent due, both of which were recognized as rental revenue when received. The f ollowing is a summary of the Company's total revenue derived from rental or interest payments fro m Topgolf, AMC and Regal (dolla rs in thousands):
| Year ended December 31,
| 2024 |  | 2023 |  | 2022
| Total Revenue | % of Company's Total Revenue |  | Total Revenue | % of Company's Total Revenue |  | Total Revenue | % of Company's Total Revenue
Topgolf | $ | 100,810 |  | 14.4 | % |  | $ | 98,022 |  | 13.9 | % |  | $ | 94,177 |  | 14.3 | %
AMC | 94,358 |  | 13.5 | % |  | 94,687 |  | 13.4 | % |  | 94,476 |  | 14.4 | %
Regal | 76,395 |  | 10.9 | % |  | 103,716 |  | 14.7 | % |  | 90,678 |  | 13.8 | %
Cash Equivalents Cash equivalents include bank demand deposits and other short-term investments. Restricted Cash Restricted cash represents cash held for escrow deposits required in connection with property management and debt agreements or held for potential acquisitions and redevelopments. Share-Based Compensation Share-based compensation to associates of the Company is granted pursuant to the Company's Annual Incentive Program and Long-Term Incentive Plan and share-based compensation to non-associate Trustees of the Company is granted pursuant to the Company's Trustee compensation program. Share-based compensation expense consists of amortization of nonvested share grants and share options issued to associates, and amortization of share units issued to non-associate Trustees for payment of their annual retainers. Share-based compensation is included in "General and administrative expense" in the accompanying consolidated statements of income and comprehensive income. Nonvested Shares Issued to Associates The Company grants nonvested shares to associates pursuant to both the Annual Incentive Program and the Long-Term Incentive Plan. The Company amortizes the expense related to the nonvested shares awarded to associates under the Long-Term Incentive Plan and the premium awarded under the nonvested share alternative of the Annual Incentive Program on a straight-line basis over the future vesting period (three years to four years). Nonvested Performance Share Units Issued to Associates The Company awards performance share units to the Company's executive officers pursuant to the Long-Term Incentive Plan. The performance share units contain both a market condition and a performance condition. The Company amortizes the expense related to the performance share units over the future vesting period of three years. Restricted Share Units Issued to Non-Associate Trustees The Company issues restricted share units to non-associate Trustees for payment of their annual retainers under the Company's Trustee compensation program. The fair value of the share units granted was based on the share price at the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-associate Trustee, and ranges from one year from the grant date to upon termination of service. This expense is amortized by the Company on a straight-line basis over the year of service by the non-associate Trustees. Share Options Prior to 2022, share options were granted to associates pursuant to the Long-Term Incentive Plan. The fair value of share options granted is estimated at the date of grant using the Black-Scholes option pricing model. Share options granted to associates vest over a period of four years and share option expense for these options is recognized on a straight-line basis over the vesting period. Foreign Currency Translation The Company accounts for the operations of its Canadian properties in Canadian dollars. The assets and liabilities related to the Company’s Canadian properties and mortgage note are translated into U.S. dollars using the spot rates at the respective balance sheet dates; revenues and expenses are translated at average exchange rates. Resulting translation adjustments are recorded as a separate component of comprehensive income. Derivative Instruments The Company uses derivative instruments to reduce exposure to fluctuations in foreign currency exchange rates and variable interest rates. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as foreign currency risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. If hedge accounting is not applied, realized and unrealized gains or losses are reported in earnings. The Company's policy is to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Impact of Recently Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU enhances annual income tax disclosures by requiring entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the ASU requires annual disclosure of income taxes paid disaggregated by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the Company's financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 22-40): Disaggregation of Income Statement Expenses. The ASU requires entities to provide enhanced disclosures related to certain costs and expenses in the notes to the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the Company's financial statements and related disclosures.

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