Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements A portion of the Company's subsidiaries have guaranteed the Company’s indebtedness under the Company's unsecured senior notes and combined unsecured revolving credit and term loan facility. The guarantees are joint and several, full and unconditional and subject to customary release provisions. The following summarizes the Company’s condensed consolidating information as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 (in thousands): Condensed Consolidating Balance Sheet As of March 31, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Assets Rental properties, net $ — $ 2,515,063 $ 699,284 $ — $ 3,214,347 Land held for development — 1,258 21,272 — 22,530 Property under development — 185,424 81,150 — 266,574 Mortgage notes and related accrued interest receivable — 454,729 2,700 — 457,429 Investment in a direct financing lease, net — 191,720 — — 191,720 Investment in joint ventures — — 5,869 — 5,869 Cash and cash equivalents 7,519 753 2,708 — 10,980 Restricted cash 525 20,803 2,100 — 23,428 Accounts receivable, net 298 50,003 12,102 — 62,403 Intercompany notes receivable — 175,757 — (175,757 ) — Investments in subsidiaries 3,946,482 — — (3,946,482 ) — Other assets 23,002 11,337 53,921 — 88,260 Total assets $ 3,977,826 $ 3,606,847 $ 881,106 $ (4,122,239 ) $ 4,343,540 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 39,918 $ 33,742 $ 3,863 $ — $ 77,523 Dividends payable 26,221 — — — 26,221 Unearned rents and interest — 48,316 8,311 — 56,627 Intercompany notes payable — — 175,757 (175,757 ) — Debt 1,724,649 — 271,482 — 1,996,131 Total liabilities 1,790,788 82,058 459,413 (175,757 ) 2,156,502 Total equity $ 2,187,038 $ 3,524,789 $ 421,693 $ (3,946,482 ) $ 2,187,038 Total liabilities and equity $ 3,977,826 $ 3,606,847 $ 881,106 $ (4,122,239 ) $ 4,343,540 Condensed Consolidating Balance Sheet As of December 31, 2015 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Assets Rental properties, net $ — $ 2,485,411 $ 539,788 $ — $ 3,025,199 Land held for development — 1,258 22,352 — 23,610 Property under development — 152,197 226,723 — 378,920 Mortgage notes and related accrued interest receivable, net — 400,935 22,845 — 423,780 Investment in a direct financing lease, net — 190,880 — — 190,880 Investment in joint ventures — — 6,168 — 6,168 Cash and cash equivalents 1,089 735 2,459 — 4,283 Restricted cash 475 8,220 1,883 — 10,578 Accounts receivable, net 285 47,502 11,314 — 59,101 Intercompany notes receivable — 175,757 — (175,757 ) — Investments in subsidiaries 3,825,897 — — (3,825,897 ) — Other assets 23,053 10,607 61,091 — 94,751 Total assets $ 3,850,799 $ 3,473,502 $ 894,623 $ (4,001,654 ) $ 4,217,270 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 49,671 $ 38,759 $ 3,748 $ — $ 92,178 Dividends payable 24,352 — — — 24,352 Unearned rents and interest — 35,512 9,440 — 44,952 Intercompany notes payable — — 175,757 (175,757 ) — Debt 1,702,908 — 279,012 — 1,981,920 Total liabilities 1,776,931 74,271 467,957 (175,757 ) 2,143,402 Total equity $ 2,073,868 $ 3,399,231 $ 426,666 $ (3,825,897 ) $ 2,073,868 Total liabilities and equity $ 3,850,799 $ 3,473,502 $ 894,623 $ (4,001,654 ) $ 4,217,270 Condensed Consolidating Statement of Income Three Months Ended March 31, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 74,001 $ 19,777 $ — $ 93,778 Tenant reimbursements — 1,349 2,516 — 3,865 Other income — 491 719 — 1,210 Mortgage and other financing income 212 16,019 3,684 — 19,915 Intercompany fee income 653 — — (653 ) — Interest income on intercompany notes receivable — 2,336 — (2,336 ) — Total revenue 865 94,196 26,696 (2,989 ) 118,768 Equity in subsidiaries’ earnings 76,787 — — (76,787 ) — Property operating expense — 2,570 2,911 — 5,481 Intercompany fee expense — — 653 (653 ) — Other expense — — 5 — 5 General and administrative expense — 7,178 2,040 — 9,218 Costs associated with loan refinancing or payoff — — 552 — 552 Interest expense, net 22,190 (1,833 ) 2,932 — 23,289 Interest expense on intercompany notes payable — — 2,336 (2,336 ) — Transaction costs 443 — 1 — 444 Depreciation and amortization 443 21,391 4,121 — 25,955 Income before equity in income from joint ventures and other items 54,576 64,890 11,145 (76,787 ) 53,824 Equity in income from joint ventures — — 212 — 212 Income before income taxes 54,576 64,890 11,357 (76,787 ) 54,036 Income tax benefit (expense) (396 ) — 540 — 144 Net income attributable to EPR Properties 54,180 64,890 11,897 (76,787 ) 54,180 Preferred dividend requirements (5,952 ) — — — (5,952 ) Net income available to common shareholders of EPR Properties $ 48,228 $ 64,890 $ 11,897 $ (76,787 ) $ 48,228 Comprehensive income attributable to EPR Properties $ 52,266 $ 64,890 $ 13,526 $ (78,416 ) $ 52,266 Condensed Consolidating Statement of Income Three Months Ended March 31, 2015 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 57,810 $ 18,930 $ — $ 76,740 Tenant reimbursements — 1,410 2,893 — 4,303 Other income — 2 548 — 550 Mortgage and other financing income 212 15,128 2,503 — 17,843 Intercompany fee income 689 — — (689 ) — Interest income on intercompany notes receivable 111 2,391 — (2,502 ) — Total revenue 1,012 76,741 24,874 (3,191 ) 99,436 Equity in subsidiaries’ earnings 78,995 — — (78,995 ) — Property operating expense — 3,153 3,204 — 6,357 Intercompany fee expense — — 689 (689 ) — Other expense — — 102 — 102 General and administrative expense — 5,781 1,901 — 7,682 Retirement severance expense 18,578 — — — 18,578 Interest expense, net 16,360 287 1,940 — 18,587 Interest expense on intercompany notes payable — — 2,502 (2,502 ) — Transaction costs 1,354 — 252 — 1,606 Depreciation and amortization 390 14,940 4,025 — 19,355 Income before equity in income from joint ventures and other items 43,325 52,580 10,259 (78,995 ) 27,169 Equity in income from joint ventures — — 164 — 164 Gain on sale of real estate — 23,748 176 — 23,924 Income before income taxes 43,325 76,328 10,599 (78,995 ) 51,257 Income tax expense 504 — 7,922 — 8,426 Income from continuing operations 42,821 76,328 2,677 (78,995 ) 42,831 Discontinued operations: Loss from discontinued operations — (10 ) — — (10 ) Net income attributable to EPR Properties 42,821 76,318 2,677 (78,995 ) 42,821 Preferred dividend requirements (5,952 ) — — — (5,952 ) Net income available to common shareholders of EPR Properties $ 36,869 $ 76,318 $ 2,677 $ (78,995 ) $ 36,869 Comprehensive income attributable to EPR Properties $ 38,966 $ 76,271 $ (72 ) $ (76,199 ) $ 38,966 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidated Intercompany fee income (expense) $ 653 $ — $ (653 ) $ — Interest income (expense) on intercompany receivable/payable — 2,336 (2,336 ) — Net cash provided (used) by other operating activities (31,258 ) 82,581 17,754 69,077 Net cash provided (used) by operating activities (30,605 ) 84,917 14,765 69,077 Investing activities: Acquisition of rental properties and other assets (66 ) (36,771 ) (70 ) (36,907 ) Proceeds from sale of real estate — — 1,920 1,920 Investment in mortgage notes receivable — (53,659 ) — (53,659 ) Proceeds from mortgage note receivable paydown — 176 19,320 19,496 Additions to property under development — (53,161 ) (8,604 ) (61,765 ) Advances to subsidiaries, net (39,404 ) 58,516 (19,112 ) — Net cash used by investing activities (39,470 ) (84,899 ) (6,546 ) (130,915 ) Financing activities: Proceeds from long-term debt facilities 162,000 — — 162,000 Principal payments on long-term debt (141,000 ) — (7,586 ) (148,586 ) Deferred financing fees paid (28 ) — (8 ) (36 ) Costs associated with loan refinancing or payoff (cash portion) — — (472 ) (472 ) Net proceeds from issuance of common shares 125,199 — — 125,199 Impact of stock option exercises, net (635 ) — — (635 ) Purchase of common shares for treasury for vesting (4,208 ) — — (4,208 ) Dividends paid to shareholders (64,823 ) — — (64,823 ) Net cash provided (used) by financing activities 76,505 — (8,066 ) 68,439 Effect of exchange rate changes on cash — — 96 96 Net increase in cash and cash equivalents 6,430 18 249 6,697 Cash and cash equivalents at beginning of the period 1,089 735 2,459 4,283 Cash and cash equivalents at end of the period $ 7,519 $ 753 $ 2,708 $ 10,980 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidated Intercompany fee income (expense) $ 689 $ — $ (689 ) $ — Interest income (expense) on intercompany receivable/payable 111 2,391 (2,502 ) — Net cash provided (used) by other operating activities (33,933 ) 74,509 16,487 57,063 Net cash provided (used) by operating activities of continuing operations (33,133 ) 76,900 13,296 57,063 Net cash provided by operating activities of discontinued operations — 455 — 455 Net cash provided (used) by operating activities (33,133 ) 77,355 13,296 57,518 Investing activities: Acquisition of rental properties and other assets (86 ) (49,116 ) (5 ) (49,207 ) Proceeds from sale of real estate — 42,709 1,081 43,790 Investment in mortgage note receivable — (3,121 ) (15,577 ) (18,698 ) Proceeds from mortgage note receivable paydown — 148 — 148 Additions to property under development — (64,729 ) (4,466 ) (69,195 ) Advances to subsidiaries, net (100,872 ) 90,515 10,357 — Net cash provided (used) by investing activities (100,958 ) 16,406 (8,610 ) (93,162 ) Financing activities: Proceeds from long-term debt facilities 298,914 155,000 — 453,914 Principal payments on long-term debt — (248,181 ) (2,919 ) (251,100 ) Deferred financing fees paid (2,884 ) 6 — (2,878 ) Net proceeds from issuance of common shares 123 — — 123 Impact of stock option exercises, net (33 ) — — (33 ) Purchase of common shares for treasury for vesting (8,222 ) — — (8,222 ) Dividends paid to shareholders (56,796 ) — — (56,796 ) Net cash provided (used) by financing activities 231,102 (93,175 ) (2,919 ) 135,008 Effect of exchange rate changes on cash — (15 ) (479 ) (494 ) Net increase in cash and cash equivalents 97,011 571 1,288 98,870 Cash and cash equivalents at beginning of the period (1,234 ) 840 3,730 3,336 Cash and cash equivalents at end of the period $ 95,777 $ 1,411 $ 5,018 $ 102,206 |