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 March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 (in thousands): Condensed Consolidating Balance Sheet As of March 31, 2017 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Assets Rental properties, net $ — $ 3,234,232 $ 438,898 $ — $ 3,673,130 Land held for development — 1,258 21,272 — 22,530 Property under development — 287,647 44,287 — 331,934 Mortgage notes and related accrued interest receivable — 669,203 2,594 — 671,797 Investment in a direct financing lease, net — 103,095 — — 103,095 Investment in joint ventures — — 5,522 — 5,522 Cash and cash equivalents 11,614 1,515 1,317 — 14,446 Restricted cash 440 27,484 599 — 28,523 Accounts receivable, net 1,111 86,130 9,026 — 96,267 Intercompany notes receivable — 179,589 — (179,589 ) — Investments in subsidiaries 4,713,659 — — (4,713,659 ) — Other assets 25,203 21,759 52,576 — 99,538 Total assets $ 4,752,027 $ 4,611,912 $ 576,091 $ (4,893,248 ) $ 5,046,782 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 47,853 $ 49,771 $ 3,814 $ — $ 101,438 Dividends payable 27,974 — — — 27,974 Unearned rents and interest — 60,780 799 — 61,579 Intercompany notes payable — — 179,589 (179,589 ) — Debt 2,436,791 — 179,591 — 2,616,382 Total liabilities 2,512,618 110,551 363,793 (179,589 ) 2,807,373 Total equity 2,239,409 4,501,361 212,298 (4,713,659 ) 2,239,409 Total liabilities and equity $ 4,752,027 $ 4,611,912 $ 576,091 $ (4,893,248 ) $ 5,046,782 Condensed Consolidating Balance Sheet As of December 31, 2016 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Assets Rental properties, net $ — $ 3,164,622 $ 431,140 $ — $ 3,595,762 Land held for development — 1,258 21,272 — 22,530 Property under development 1,010 247,239 48,861 — 297,110 Mortgage notes and related accrued interest receivable — 612,141 1,837 — 613,978 Investment in a direct financing lease, net — 102,698 — — 102,698 Investment in joint ventures — — 5,972 — 5,972 Cash and cash equivalents 16,586 1,157 1,592 — 19,335 Restricted cash 365 8,352 1,027 — 9,744 Accounts receivable, net 556 89,145 9,238 — 98,939 Intercompany notes receivable — 179,589 — (179,589 ) — Investments in subsidiaries 4,521,095 — — (4,521,095 ) — Other assets 21,768 23,068 54,118 — 98,954 Total assets $ 4,561,380 $ 4,429,269 $ 575,057 $ (4,700,684 ) $ 4,865,022 Liabilities and Equity Liabilities: Accounts payable and accrued liabilities $ 63,431 $ 52,061 $ 4,266 $ — $ 119,758 Dividends payable 26,318 — — — 26,318 Unearned rents and interest — 46,647 773 — 47,420 Intercompany notes payable — — 179,589 (179,589 ) — Debt 2,285,730 — 199,895 — 2,485,625 Total liabilities 2,375,479 98,708 384,523 (179,589 ) 2,679,121 Total equity 2,185,901 4,330,561 190,534 (4,521,095 ) 2,185,901 Total liabilities and equity $ 4,561,380 $ 4,429,269 $ 575,057 $ (4,700,684 ) $ 4,865,022 Condensed Consolidating Statement of Income Three Months Ended March 31, 2017 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non- Guarantor Subsidiaries Consolidated Elimination Consolidated Rental revenue $ — $ 93,531 $ 13,506 $ — $ 107,037 Tenant reimbursements — 1,241 2,508 — 3,749 Other income — 6 686 — 692 Mortgage and other financing income 232 17,372 30 — 17,634 Intercompany fee income 684 — — (684 ) — Interest income on intercompany notes receivable — 2,444 — (2,444 ) — Total revenue 916 114,594 16,730 (3,128 ) 129,112 Equity in subsidiaries’ earnings 85,042 — — (85,042 ) — Property operating expense — 3,272 3,078 — 6,350 Intercompany fee expense — — 684 (684 ) — General and administrative expense — 9,642 1,415 — 11,057 Costs associated with loan refinancing or payoff — — 5 — 5 Interest expense, net 31,458 (2,653 ) 1,887 — 30,692 Interest expense on intercompany notes payable — — 2,444 (2,444 ) — Transaction costs 57 — — — 57 Depreciation and amortization 193 24,725 3,159 — 28,077 Income before equity in income from joint ventures and other items 54,250 79,608 4,058 (85,042 ) 52,874 Equity in loss from joint ventures — — (8 ) — (8 ) Gain on sale of real estate — 2,004 — — 2,004 Income before income taxes 54,250 81,612 4,050 (85,042 ) 54,870 Income tax expense (334 ) — (620 ) — (954 ) Net income 53,916 81,612 3,430 (85,042 ) 53,916 Preferred dividend requirements (5,952 ) — — — (5,952 ) Net income available to common shareholders of EPR Properties $ 47,964 $ 81,612 $ 3,430 $ (85,042 ) $ 47,964 Comprehensive income $ 54,788 $ 81,612 $ 2,727 $ (84,339 ) $ 54,788 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 $ — $ 80,329 $ 13,449 $ — $ 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 865 100,524 20,368 (2,989 ) 118,768 Equity in subsidiaries’ earnings 76,787 — — (76,787 ) — Property operating expense — 2,663 2,818 — 5,481 Intercompany fee expense — — 653 (653 ) — Other expense — — 5 — 5 General and administrative expense — 7,660 1,558 — 9,218 Costs associated with loan refinancing or payoff — — 552 — 552 Interest expense, net 22,190 (1,246 ) 2,345 — 23,289 Interest expense on intercompany notes payable — — 2,336 (2,336 ) — Transaction costs 443 — 1 — 444 Depreciation and amortization 443 22,074 3,438 — 25,955 Income before equity in income from joint ventures and other items 54,576 69,373 6,662 (76,787 ) 53,824 Equity in income from joint ventures — — 212 — 212 Income before income taxes 54,576 69,373 6,874 (76,787 ) 54,036 Income tax expense (396 ) — 540 — 144 Net income 54,180 69,373 7,414 (76,787 ) 54,180 Preferred dividend requirements (5,952 ) — — — (5,952 ) Net income available to common shareholders of EPR Properties $ 48,228 $ 69,373 $ 7,414 $ (76,787 ) $ 48,228 Comprehensive income $ 52,266 $ 69,373 $ 9,043 $ (78,416 ) $ 52,266 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 EPR Properties (Issuer) Wholly Owned Subsidiary Guarantors Non-Guarantor Subsidiaries Consolidated Intercompany fee income (expense) $ 684 $ — $ (684 ) $ — Interest income (expense) on intercompany receivable/payable — 2,444 (2,444 ) — Net cash (used) provided by other operating activities (41,300 ) 106,658 9,413 74,771 Net cash (used) provided by operating activities (40,616 ) 109,102 6,285 74,771 Investing activities: Acquisition of rental properties and other assets (251 ) (60,414 ) (99 ) (60,764 ) Proceeds from sale of real estate — 18,105 — 18,105 Investment in mortgage notes receivable — (66,080 ) (977 ) (67,057 ) Proceeds from mortgage note receivable paydown — 8,140 — 8,140 Investment in promissory notes receivable — (554 ) — (554 ) Proceeds from promissory notes receivable paydown — 1,599 — 1,599 Additions to property under development (725 ) (95,709 ) (3,750 ) (100,184 ) Advances to subsidiaries, net (104,765 ) 86,169 18,596 — Net cash (used) provided by investing activities (105,741 ) (108,744 ) 13,770 (200,715 ) Financing activities: Proceeds from debt facilities and senior unsecured notes 175,000 — — 175,000 Principal payments on debt (25,000 ) — (20,331 ) (45,331 ) Deferred financing fees paid (33 ) — — (33 ) Costs associated with loan refinancing or payoff (cash portion) — — (1 ) (1 ) Net proceeds from issuance of common shares 68,141 — — 68,141 Impact of stock option exercises, net (138 ) — — (138 ) Purchase of common shares for treasury for vesting (6,729 ) — — (6,729 ) Dividends paid to shareholders (69,856 ) — — (69,856 ) Net cash provided (used) by financing activities 141,385 — (20,332 ) 121,053 Effect of exchange rate changes on cash — — 2 2 Net (decrease) increase in cash and cash equivalents (4,972 ) 358 (275 ) (4,889 ) Cash and cash equivalents at beginning of the period 16,586 1,157 1,592 19,335 Cash and cash equivalents at end of the period $ 11,614 $ 1,515 $ 1,317 $ 14,446 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 (used) provided by other operating activities (31,258 ) 86,174 14,161 69,077 Net cash (used) provided by operating activities (30,605 ) 88,510 11,172 69,077 Investing activities: Acquisition of rental properties and other assets (66 ) (36,771 ) (70 ) (36,907 ) Proceeds from sale of real estate — 444 1,476 1,920 Investment in mortgage note receivable — (53,659 ) — (53,659 ) Proceeds from mortgage note receivable paydown — 176 19,320 19,496 Additions to property under development — (60,332 ) (1,433 ) (61,765 ) Advances to subsidiaries, net (39,404 ) 62,022 (22,618 ) — Net cash used by investing activities (39,470 ) (88,120 ) (3,325 ) (130,915 ) Financing activities: Proceeds from debt facilities 162,000 — — 162,000 Principal payments on debt (141,000 ) (575 ) (7,011 ) (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 (575 ) (7,491 ) 68,439 Effect of exchange rate changes on cash — — 96 96 Net increase (decrease) in cash and cash equivalents 6,430 (185 ) 452 6,697 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 $ 7,519 $ 1,104 $ 2,357 $ 10,980 |