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 credit facilities and existing senior unsecured notes. 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 September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 and 2015 (in thousands): Condensed Consolidating Balance Sheet As of September 30, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Assets Rental properties, net $ — $ 3,057,994 $ 433,004 $ — $ 3,490,998 Land held for development — 1,258 21,272 — 22,530 Property under development 181 216,637 46,208 — 263,026 Mortgage notes and related accrued interest receivable — 438,166 2,712 — 440,878 Investment in a direct financing lease, net — 189,152 — — 189,152 Investment in joint ventures — — 6,159 — 6,159 Cash and cash equivalents 4,551 737 2,023 — 7,311 Restricted cash 370 19,037 1,056 — 20,463 Accounts receivable, net 135 72,418 8,664 — 81,217 Intercompany notes receivable — 179,589 — (179,589 ) — Investments in subsidiaries 4,278,472 — — (4,278,472 ) — Other assets 22,477 24,174 52,585 — 99,236 Total assets $ 4,306,186 $ 4,199,162 $ 573,683 $ (4,458,061 ) $ 4,620,970 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 44,253 $ 53,461 $ 3,305 $ — $ 101,019 Dividends payable 26,312 — — — 26,312 Unearned rents and interest — 54,894 742 — 55,636 Intercompany notes payable — — 179,589 (179,589 ) — Debt 2,046,194 — 202,382 — 2,248,576 Total liabilities 2,116,759 108,355 386,018 (179,589 ) 2,431,543 Total equity 2,189,427 4,090,807 187,665 (4,278,472 ) 2,189,427 Total liabilities and equity $ 4,306,186 $ 4,199,162 $ 573,683 $ (4,458,061 ) $ 4,620,970 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 $ — $ 2,590,158 $ 435,041 $ — $ 3,025,199 Land held for development — 1,258 22,352 — 23,610 Property under development — 324,360 54,560 — 378,920 Mortgage notes and related accrued interest receivable — 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 1,289 1,905 — 4,283 Restricted cash 475 9,059 1,044 — 10,578 Accounts receivable, net 285 49,237 9,579 — 59,101 Intercompany notes receivable — 177,526 — (177,526 ) — Investments in subsidiaries 3,825,897 — — (3,825,897 ) — Other assets 23,053 10,589 61,109 — 94,751 Total assets $ 3,850,799 $ 3,755,291 $ 614,603 $ (4,003,423 ) $ 4,217,270 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 49,671 $ 39,228 $ 3,279 $ — $ 92,178 Dividends payable 24,352 — — — 24,352 Unearned rents and interest — 44,012 940 — 44,952 Intercompany notes payable — — 177,526 (177,526 ) — Debt 1,702,908 63,682 215,330 — 1,981,920 Total liabilities 1,776,931 146,922 397,075 (177,526 ) 2,143,402 Total equity 2,073,868 3,608,369 217,528 (3,825,897 ) 2,073,868 Total liabilities and equity $ 3,850,799 $ 3,755,291 $ 614,603 $ (4,003,423 ) $ 4,217,270 Condensed Consolidating Statement of Income Three Months Ended September 30, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 89,178 $ 13,104 $ — $ 102,282 Tenant reimbursements — 1,338 2,483 — 3,821 Other income — 1,829 647 — 2,476 Mortgage and other financing income 286 16,692 53 — 17,031 Intercompany fee income 677 — — (677 ) — Interest income on intercompany notes receivable — 2,460 — (2,460 ) — Total revenue 963 111,497 16,287 (3,137 ) 125,610 Equity in subsidiaries’ earnings 84,755 — — (84,755 ) — Property operating expense — 2,916 2,710 — 5,626 Intercompany fee expense — — 677 (677 ) — General and administrative expense — 7,927 1,164 — 9,091 Costs associated with loan refinancing or payoff — 14 — — 14 Interest expense, net 24,414 (2,395 ) 2,246 — 24,265 Interest expense on intercompany notes payable — — 2,460 (2,460 ) — Transaction costs 2,947 — — — 2,947 Depreciation and amortization 449 23,768 3,384 — 27,601 Income before equity in income from joint ventures and other items 57,908 79,267 3,646 (84,755 ) 56,066 Equity in income from joint ventures — — 203 — 203 Gain on sale of real estate — 1,615 — — 1,615 Income before income taxes 57,908 80,882 3,849 (84,755 ) 57,884 Income tax benefit (expense) (382 ) — 24 — (358 ) Net income attributable to EPR Properties 57,526 80,882 3,873 (84,755 ) 57,526 Preferred dividend requirements (5,951 ) — — — (5,951 ) Net income available to common shareholders of EPR Properties $ 51,575 $ 80,882 $ 3,873 $ (84,755 ) $ 51,575 Comprehensive income attributable to EPR Properties $ 58,739 $ 80,882 $ 2,440 $ (83,322 ) $ 58,739 Condensed Consolidating Statement of Income Three Months Ended September 30, 2015 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 72,001 $ 13,705 $ — $ 85,706 Tenant reimbursements — 1,254 2,464 — 3,718 Other income — 1 717 — 718 Mortgage and other financing income 212 16,526 1,455 — 18,193 Intercompany fee income 665 — — (665 ) — Interest income on intercompany notes receivable — 2,390 — (2,390 ) — Total revenue 877 92,172 18,341 (3,055 ) 108,335 Equity in subsidiaries’ earnings 71,740 — — (71,740 ) — Property operating expense — 2,636 2,860 — 5,496 Intercompany fee expense — — 665 (665 ) — Other expense — — 221 — 221 General and administrative expense — 6,201 1,281 — 7,482 Costs associated with loan refinancing or payoff — 18 — — 18 Interest expense, net 20,843 (2,754 ) 2,440 — 20,529 Interest expense on intercompany notes payable — — 2,390 (2,390 ) — Transaction costs 746 — 37 — 783 Depreciation and amortization 422 19,834 3,242 — 23,498 Income before equity in income from joint ventures and other items 50,606 66,237 5,205 (71,740 ) 50,308 Equity in income from joint ventures — — 339 — 339 Loss on sale of real estate — (95 ) — — (95 ) Income before income taxes 50,606 66,142 5,544 (71,740 ) 50,552 Income tax expense (411 ) — (87 ) — (498 ) Income from continuing operations 50,195 66,142 5,457 (71,740 ) 50,054 Discontinued operations: Income from discontinued operations — 141 — — 141 Net income attributable to EPR Properties 50,195 66,283 5,457 (71,740 ) 50,195 Preferred dividend requirements (5,951 ) — — — (5,951 ) Net income available to common shareholders of EPR Properties $ 44,244 $ 66,283 $ 5,457 $ (71,740 ) $ 44,244 Comprehensive income attributable to EPR Properties $ 47,315 $ 66,280 $ 5,359 $ (71,639 ) $ 47,315 Condensed Consolidating Statement of Income Nine Months Ended September 30, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 251,900 $ 40,215 $ — $ 292,115 Tenant reimbursements — 4,059 7,518 — 11,577 Other income — 3,648 2,164 — 5,812 Mortgage and other financing income 710 48,370 3,827 — 52,907 Intercompany fee income 2,018 — — (2,018 ) — Interest income on intercompany notes receivable — 7,297 — (7,297 ) — Total revenue 2,728 315,274 53,724 (9,315 ) 362,411 Equity in subsidiaries’ earnings 240,420 — — (240,420 ) — Property operating expense — 8,135 8,552 — 16,687 Intercompany fee expense — — 2,018 (2,018 ) — Other expense — — 5 — 5 General and administrative expense — 23,318 3,991 — 27,309 Costs associated with loan refinancing or payoff — 353 552 — 905 Interest expense, net 69,042 (5,596 ) 6,864 — 70,310 Interest expense on intercompany notes payable — — 7,297 (7,297 ) — Transaction costs 4,778 — 103 — 4,881 Depreciation and amortization 1,338 67,516 10,368 — 79,222 Income before equity in income from joint ventures and other items 167,990 221,548 13,974 (240,420 ) 163,092 Equity in income from joint ventures — — 501 — 501 Gain on sale of real estate — 3,885 — — 3,885 Income before income taxes 167,990 225,433 14,475 (240,420 ) 167,478 Income tax benefit (expense) (1,149 ) — 512 — (637 ) Net income attributable to EPR Properties 166,841 225,433 14,987 (240,420 ) 166,841 Preferred dividend requirements (17,855 ) — — — (17,855 ) Net income available to common shareholders of EPR Properties $ 148,986 $ 225,433 $ 14,987 $ (240,420 ) $ 148,986 Comprehensive income attributable to EPR Properties $ 165,917 $ 225,433 $ 15,391 $ (240,824 ) $ 165,917 Condensed Consolidating Statement of Income Nine Months Ended September 30, 2015 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 198,040 $ 42,266 $ — $ 240,306 Tenant reimbursements — 3,928 8,058 — 11,986 Other income — 3 2,413 — 2,416 Mortgage and other financing income 636 46,830 6,855 — 54,321 Intercompany fee income 2,062 — — (2,062 ) — Interest income on intercompany notes receivable 111 7,339 — (7,450 ) — Total revenue 2,809 256,140 59,592 (9,512 ) 309,029 Equity in subsidiaries’ earnings 224,052 — — (224,052 ) — Property operating expense — 8,412 9,211 — 17,623 Intercompany fee expense — — 2,062 (2,062 ) — Other expense — — 533 — 533 General and administrative expense — 18,510 4,410 — 22,920 Retirement severance expense 18,578 — — — 18,578 Costs associated with loan refinancing or payoff 243 18 — — 261 Interest expense, net 57,027 (5,254 ) 7,350 — 59,123 Interest expense on intercompany notes payable — — 7,450 (7,450 ) — Transaction costs 6,482 — 336 — 6,818 Depreciation and amortization 1,200 53,592 9,910 — 64,702 Income before equity in income from joint ventures and other items 143,331 180,862 18,330 (224,052 ) 118,471 Equity in income from joint ventures — — 701 — 701 Gain on sale of real estate — 23,653 176 — 23,829 Income before income taxes 143,331 204,515 19,207 (224,052 ) 143,001 Income tax benefit (expense) (1,549 ) — 131 — (1,418 ) Income from continuing operations 141,782 204,515 19,338 (224,052 ) 141,583 Discontinued operations: Income from discontinued operations — 199 — — 199 Net income attributable to EPR Properties 141,782 204,714 19,338 (224,052 ) 141,782 Preferred dividend requirements (17,855 ) — — — (17,855 ) Net income available to common shareholders of EPR Properties $ 123,927 $ 204,714 $ 19,338 $ (224,052 ) $ 123,927 Comprehensive income attributable to EPR Properties $ 134,626 $ 204,663 $ 15,913 $ (220,576 ) $ 134,626 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidated Intercompany fee income (expense) $ 2,018 $ — $ (2,018 ) $ — Interest income (expense) on intercompany receivable/payable — 7,297 (7,297 ) — Net cash provided (used) by other operating activities (74,550 ) 254,721 35,602 215,773 Net cash provided (used) by operating activities (72,532 ) 262,018 26,287 215,773 Investing activities: Acquisition of rental properties and other assets (180 ) (175,075 ) (2,107 ) (177,362 ) Proceeds from sale of real estate — 19,175 1,476 20,651 Investment in mortgage notes receivable — (80,786 ) — (80,786 ) Proceeds from mortgage note receivable paydown — 44,556 19,320 63,876 Proceeds from sale of infrastructure related to issuance of revenue bonds — 43,462 — 43,462 Investment in promissory notes receivable — (66 ) — (66 ) Proceeds from insurance recovery — 2,635 401 3,036 Proceeds from sale of investments in a direct financing lease, net — 825 — 825 Additions to property under development (181 ) (282,554 ) (6,152 ) (288,887 ) Investment in intercompany notes payable — (2,063 ) 2,063 — Advances to subsidiaries, net (203,471 ) 231,048 (27,577 ) — Net cash used by investing activities (203,832 ) (198,843 ) (12,576 ) (415,251 ) Financing activities: Proceeds from debt facilities and senior unsecured notes 840,000 — 14,360 854,360 Principal payments on debt (496,000 ) (63,727 ) (27,382 ) (587,109 ) Deferred financing fees paid (3,020 ) — (27 ) (3,047 ) Costs associated with loan refinancing or payoff (cash portion) — — (482 ) (482 ) Net proceeds from issuance of common shares 142,452 — — 142,452 Impact of stock option exercises, net (717 ) — — (717 ) Purchase of common shares for treasury for vesting (4,211 ) — — (4,211 ) Dividends paid to shareholders (198,678 ) — — (198,678 ) Net cash provided (used) by financing activities 279,826 (63,727 ) (13,531 ) 202,568 Effect of exchange rate changes on cash — — (62 ) (62 ) Net increase (decrease) in cash and cash equivalents 3,462 (552 ) 118 3,028 Cash and cash equivalents at beginning of the period 1,089 1,289 1,905 4,283 Cash and cash equivalents at end of the period $ 4,551 $ 737 $ 2,023 $ 7,311 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidated Intercompany fee income (expense) $ 2,062 $ — $ (2,062 ) $ — Interest income (expense) on intercompany receivable/payable 111 7,339 (7,450 ) — Net cash provided (used) by other operating activities (83,543 ) 235,839 32,012 184,308 Net cash provided (used) by operating activities of continuing operations (81,370 ) 243,178 22,500 184,308 Net cash provided by operating activities of discontinued operations — 514 — 514 Net cash provided (used) by operating activities (81,370 ) 243,692 22,500 184,822 Investing activities: Acquisition of rental properties and other assets (392 ) (135,627 ) (10 ) (136,029 ) Proceeds from sale of real estate — 44,911 1,081 45,992 Investment in mortgage note receivable — (18,073 ) (44,863 ) (62,936 ) Proceeds from mortgage note receivable paydown — 975 — 975 Proceeds from sale of investments in a direct financing lease, net — 4,741 — 4,741 Additions to property under development (5 ) (321,559 ) (3,295 ) (324,859 ) Advances to subsidiaries, net (374,011 ) 343,293 30,718 — Net cash used by investing activities (374,408 ) (81,339 ) (16,369 ) (472,116 ) Financing activities: Proceeds from debt facilities 648,914 155,000 — 803,914 Principal payments on debt (89,000 ) (317,897 ) (6,172 ) (413,069 ) Deferred financing fees paid (6,944 ) (8 ) — (6,952 ) Net proceeds from issuance of common shares 99,760 — — 99,760 Impact of stock option exercises, net (3,192 ) — — (3,192 ) Purchase of common shares for treasury for vesting (8,222 ) — — (8,222 ) Dividends paid to shareholders (172,926 ) — — (172,926 ) Net cash provided (used) by financing activities 468,390 (162,905 ) (6,172 ) 299,313 Effect of exchange rate changes on cash — (12 ) (729 ) (741 ) Net increase (decrease) in cash and cash equivalents 12,612 (564 ) (770 ) 11,278 Cash and cash equivalents at beginning of the period (1,234 ) 2,074 2,496 3,336 Cash and cash equivalents at end of the period $ 11,378 $ 1,510 $ 1,726 $ 14,614 |