Condensed Consolidating Financial Statements

A portion of our subsidiaries have guaranteed the Company’s indebtedness under the Company's unsecured senior notes, unsecured revolving credit facility and unsecured 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 December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 (in thousands):

Condensed Consolidating Balance Sheet As of December 31, 2014

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—		$	1,737,982	$	713,552		$	—		$	2,451,534
Land held for development	—			—		206,001			—			206,001
Property under development	—			171,139		10,659			—			181,798
Mortgage notes and related accrued interest receivable, net	—			413,025		94,930			—			507,955
Investment in a direct financing lease, net	—			199,332		—			—			199,332
Investment in joint ventures	—			—		5,738			—			5,738
Cash and cash equivalents	(1,234		)	786		3,784			—			3,336
Restricted cash	1,000			10,215		1,857			—			13,072
Deferred financing costs, net	15,224			4,136		549			—			19,909
Accounts receivable, net	90			32,303		14,889			—			47,282
Intercompany notes receivable	—			—		175,757			(175,757		)	—
Investments in subsidiaries	3,124,416			—		—			(3,124,416		)	—
Other assets	21,272			8,658		36,161			—			66,091
Total assets	$	3,160,768		$	2,577,576	$	1,263,877		$	(3,300,173	)	$	3,702,048
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	51,673		$	32,009	$	(1,502	)	$	—		$	82,180
Dividends payable	22,233			—		—			—			22,233
Unearned rents and interest	750			20,131		4,742			—			25,623
Intercompany notes payable	—			—		175,757			(175,757		)	—
Debt	1,160,000			62,000		423,523			—			1,645,523
Total liabilities	1,234,656			114,140		602,520			(175,757		)	1,775,559
EPR Properties shareholders’ equity	1,926,112			2,463,436		660,980			(3,124,416		)	1,926,112
Noncontrolling interests	—			—		377			—			377
Equity	$	1,926,112		$	2,463,436	$	661,357		$	(3,124,416	)	$	1,926,489
Total liabilities and equity	$	3,160,768		$	2,577,576	$	1,263,877		$	(3,300,173	)	$	3,702,048

Condensed Consolidating Balance Sheet As of December 31, 2013

	EPR Properties (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	1,474,501	$	629,650	$	—		$	2,104,151
Land held for development	—		—		201,342		—			201,342
Property under development	18		84,397		5,058		—			89,473
Mortgage notes and related accrued interest receivable, net	—		460,533		25,804		—			486,337
Investment in a direct financing lease, net	—		242,212		—		—			242,212
Investment in joint ventures	—		—		5,275		—			5,275
Cash and cash equivalents	449		1,826		5,683		—			7,958
Restricted cash	1,150		6,735		1,829		—			9,714
Deferred financing costs, net	17,221		5,439		684		—			23,344
Accounts receivable, net	106		25,158		17,274		—			42,538
Intercompany notes receivable	—		—		175,757		(175,757		)	—
Investments in subsidiaries	2,852,543		—		—		(2,852,543		)	—
Other assets	19,292		11,040		29,600		—			59,932
Total assets	$	2,890,779	$	2,311,841	$	1,097,956	$	(3,028,300	)	$	3,272,276
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	43,589	$	20,564	$	8,174	$	—		$	72,327
Dividends payable	19,553		—		—		—			19,553
Unearned rents and interest	—		14,295		2,751		—			17,046
Intercompany notes payable	—		—		175,757		(175,757		)	—
Debt	1,140,000		—		335,336		—			1,475,336
Total liabilities	1,203,142		34,859		522,018		(175,757		)	1,584,262
EPR Properties shareholders’ equity	1,687,637		2,276,982		575,561		(2,852,543		)	1,687,637
Noncontrolling interests	—		—		377		—			377
Equity	$	1,687,637	$	2,276,982	$	575,938	$	(2,852,543	)	$	1,688,014
Total liabilities and equity	$	2,890,779	$	2,311,841	$	1,097,956	$	(3,028,300	)	$	3,272,276

Condensed Consolidating Statement of Income For the Year Ended December 31, 2014

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantors Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	193,723		$	92,950		$	—		$	286,673
Tenant reimbursements	—			3,660			14,003			—			17,663
Other income	—			1			1,008			—			1,009
Mortgage and other financing income	765			74,619			4,322			—			79,706
Intercompany fee income	3,124			—			—			(3,124		)	—
Interest income on intercompany notes receivable	—			—			24,796			(24,796		)	—
Total revenue	3,889			272,003			137,079			(27,920		)	385,051
Equity in subsidiaries’ earnings	241,921			—			—			(241,921		)	—
Property operating expense	—			9,620			15,277			—			24,897
Intercompany fee expense	—			—			3,124			(3,124		)	—
Other expense	—			—			771			—			771
General and administrative expense	—			18,236			9,330			—			27,566
Costs associated with loan refinancing or payoff	—			301			—			—			301
Interest expense, net	63,056			(2,773		)	20,987			—			81,270
Interest expense on intercompany notes payable	—			—			24,796			(24,796		)	—
Transaction costs	1,319			54			1,079			—			2,452
Provision for loan losses	—			—			3,777			—			3,777
Depreciation and amortization	1,224			45,021			20,494			—			66,739
Income before equity in income from joint ventures and other items	180,211			201,544			37,444			(241,921		)	177,278
Equity in income from joint ventures	—			—			1,273			—			1,273
Gain on sale or acquisition, net	—			—			1,209			—			1,209
Gain on sale of investment in a direct financing lease	—			220			—			—			220
Income before income taxes	180,211			201,764			39,926			(241,921		)	179,980
Income tax expense	(578		)	—			(3,650		)	—			(4,228		)
Income from continuing operations	179,633			201,764			36,276			(241,921		)	175,752
Discontinued operations:
Income from discontinued operations	—			487			18			—			505
Transaction (costs) benefit	—			3,376			—			—			3,376
Net income attributable to EPR Properties	179,633			205,627			36,294			(241,921		)	179,633
Preferred dividend requirements	(23,807		)	—			—			—			(23,807		)
Net income available to common shareholders of EPR Properties	$	155,826		$	205,627		$	36,294		$	(241,921	)	$	155,826
Comprehensive income attributable to EPR Properties	$	175,006		$	205,767		$	32,152		$	(237,919	)	$	175,006

Condensed Consolidating Statement of Income For the Year Ended December 31, 2013

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	163,412		$	85,297		$	—		$	248,709
Tenant reimbursements	—			3,607			14,794			—			18,401
Other income	75			9			1,598			—			1,682
Mortgage and other financing income	994			69,327			3,951			—			74,272
Intercompany fee income	2,629			—			—			(2,629		)	—
Interest income on intercompany notes receivable	17,848			—			386			(18,234		)	—
Total revenue	21,546			236,355			106,026			(20,863		)	343,064
Equity in subsidiaries’ earnings	212,634			—			—			(212,634		)	—
Property operating expense	(88		)	10,451			15,653			—			26,016
Intercompany fee expense	—			—			2,629			(2,629		)	—
Other expense	—			—			658			—			658
General and administrative expense	—			17,507			8,106			—			25,613
Costs associated with loan refinancing or payoff	—			1,987			4,179			—			6,166
Gain on early extinguishment of debt	—			(4,539		)	—			—			(4,539		)
Interest expense, net	55,856			3,336			21,864			—			81,056
Interest expense on intercompany notes payable	—			—			18,234			(18,234		)	—
Transaction costs	1,813			—			142			—			1,955
Depreciation and amortization	1,093			34,318			18,535			—			53,946
Income before equity in income from joint ventures and other items	175,506			173,295			16,026			(212,634		)	152,193
Equity in income from joint ventures	505			—			893			—			1,398
Gain on sale or acquisition, net	(150		)	3,167			—			—			3,017
Gain on previously held equity interest	4,853			—			—			—			4,853
Income before income taxes	180,714			176,462			16,919			(212,634		)	161,461
Income tax benefit (expense)	(488		)	—			14,664			—			14,176
Income from continuing operations	180,226			176,462			31,583			(212,634		)	175,637
Discontinued operations:
Income (loss) from discontinued operations	—			638			(305		)	—			333
Gain on sale of real estate	—			—			4,256			—			4,256
Net income attributable to EPR Properties	180,226			177,100			35,534			(212,634		)	180,226
Preferred dividend requirements	(23,806		)	—			—			—			(23,806		)
Net income available to common shareholders of EPR Properties	$	156,420		$	177,100		$	35,534		$	(212,634	)	$	156,420
Comprehensive income attributable to EPR Properties	$	176,797		$	177,336		$	32,492		$	(209,828	)	$	176,797

Condensed Consolidating Statement of Income For the Year Ended December 31, 2012

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	149,567		$	84,950		$	—		$	234,517
Tenant reimbursements	—			3,636			14,939			—			18,575
Other income	93			5			640			—			738
Mortgage and other financing income	494			60,089			3,394			—			63,977
Intercompany fee income	2,706			—			—			(2,706		)	—
Interest income on intercompany notes receivable	16,967			—			353			(17,320		)	—
Total revenue	20,260			213,297			104,276			(20,026		)	317,807
Equity in subsidiaries’ earnings	137,443			—			—			(137,443		)	—
Property operating expense	—			8,461			16,454			—			24,915
Intercompany fee expense	—			—			2,706			(2,706		)	—
Other expense	—			4			1,378			—			1,382
General and administrative expense	—			15,358			7,812			—			23,170
Costs associated with loan refinancing or payoff	—			627			—			—			627
Interest expense, net	35,240			15,339			26,077			—			76,656
Interest expense on intercompany notes payable	—			—			17,320			(17,320		)	—
Transaction costs	404			—			—			—			404
Impairment charges	—			—			3,074			—			3,074
Depreciation and amortization	1,039			28,002			17,657			—			46,698
Income before equity in income from joint ventures and other items	121,020			145,506			11,798			(137,443		)	140,881
Equity in income from joint ventures	536			—			489			—			1,025
Income from continuing operations	$	121,556		$	145,506		$	12,287		$	(137,443	)	$	141,906
Discontinued operations:
Income (loss) from discontinued operations	—			(2		)	622			—			620
Impairment charges	—			—			(20,835		)	—			(20,835		)
Gain on sale or acquisition of real estate	—			282			(309		)	—			(27		)
Net income (loss)	121,556			145,786			(8,235		)	(137,443		)	121,664
Add: Net loss attributable to noncontrolling interests	—			—			(108		)	—			(108		)
Net income (loss) attributable to EPR Properties	121,556			145,786			(8,343		)	(137,443		)	121,556
Preferred dividend requirements	(24,508		)	—			—			—			(24,508		)
Preferred share redemption costs	(3,888		)	—			—			—			(3,888		)
Net income (loss) available to common shareholders of EPR Properties	$	93,160		$	145,786		$	(8,343	)	$	(137,443	)	$	93,160
Comprehensive income (loss) attributable to EPR Properties	$	118,715		$	145,709		$	(7,259	)	$	(138,450	)	$	118,715

Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2014

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	3,124		$	—		$	(3,124	)	$	—
Interest income (expense) on intercompany receivable/payable	—			—			—			—
Net cash provided (used) by other operating activities	(60,684		)	241,750			69,086			250,152
Net cash provided (used) by operating activities by continuing operations	(57,560		)	241,750			65,962			250,152
Net cash provided by operating activities of discontinued operations	—			47			96			143
Net cash provided (used) by operating activities	(57,560		)	241,797			66,058			250,295
Investing activities:
Acquisition of rental properties and other assets	(438		)	(58,816		)	(25,951		)	(85,205		)
Proceeds from sale of real estate	—			404			11,651			12,055
Proceeds from settlement of derivative	—			—			5,725			5,725
Investment in mortgage notes receivable	—			(26,716		)	(67,161		)	(93,877		)
Proceeds from mortgage note receivable paydown	—			76,256			—			76,256
Investment in promissory notes receivable	—			(721		)	(3,666		)	(4,387		)
Proceeds from promissory note receivable paydown	—			—			1,750			1,750
Proceeds from sale of investment in a direct financing lease, net	—			46,092			—			46,092
Additions to property under development	(821		)	(315,843		)	(17,971		)	(334,635		)
Advances to subsidiaries, net	(16,206		)	(25,232		)	41,438			—
Net cash used by investing activities	(17,465		)	(304,576		)	(54,185		)	(376,226		)
Financing activities:
Proceeds from debt facilities	20,000			359,000			—			379,000
Principal payments on debt	—			(297,000		)	(13,253		)	(310,253		)
Deferred financing fees paid	(337		)	(275		)	(202		)	(814		)
Costs associated with loan refinancing or payoff (cash portion)	—			(25		)	—			(25		)
Net proceeds from issuance of common shares	264,158			—			—			264,158
Impact of stock option exercises, net	50			—			—			50
Purchase of common shares for treasury	(2,892		)	—			—			(2,892		)
Dividends paid to shareholders	(207,637		)	—			—			(207,637		)
Net cash provided (used) by financing	73,342			61,700			(13,455		)	121,587
Effect of exchange rate changes on cash	—			39			(317		)	(278		)
Net decrease in cash and cash equivalents	(1,683		)	(1,040		)	(1,899		)	(4,622		)
Cash and cash equivalents at beginning of the period	449			1,826			5,683			7,958
Cash and cash equivalents at end of the period	$	(1,234	)	$	786		$	3,784		$	3,336

Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2013

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,629		$	—		$	(2,629	)	$	—
Interest income (expense) on intercompany receivable/payable	17,848			—			(17,848		)	—
Net cash provided (used) by other operating activities	(44,752		)	210,189			66,002			231,439
Net cash provided (used) by operating activities of continuing operations	(24,275		)	210,189			45,525			231,439
Net cash provided by operating activities of discontinued operations	—			286			2,395			2,681
Net cash provided (used) by operating activities	(24,275		)	210,475			47,920			234,120
Investing activities:
Acquisition of rental properties and other assets	(1,358		)	(112,195		)	(9,944		)	(123,497		)
Proceeds from sale of real estate	—			—			797			797
Investment in unconsolidated joint ventures	(1,607		)	—			—			(1,607		)
Investment in mortgage note receivable	(11,797		)	(46,402		)	(2,369		)	(60,568		)
Proceeds from mortgage note receivable paydown	—			202			1,698			1,900
Investment in promissory notes receivable	—			(1,278		)	—			(1,278		)
Proceeds from promissory note paydown	117			—			910			1,027
Investment in a direct financing lease, net	—			(3,262		)	—			(3,262		)
Additions to property under development	(18		)	(189,764		)	(7,489		)	(197,271		)
Investment in intercompany notes payable	103,104			—			(103,104		)	—
Advances to subsidiaries, net	(380,190		)	253,296			126,894			—
Net cash provided (used) by investing activities of continuing operations	(291,749		)	(99,403		)	7,393			(383,759		)
Net proceeds from sale of discontinued operations	—			—			47,301			47,301
Net cash provided (used) in investing activities	(291,749		)	(99,403		)	54,694			(336,458		)
Financing activities:
Proceeds from debt facilities	300,000			346,000			—			646,000
Principal payments on debt	—			(451,818		)	(100,650		)	(552,468		)
Deferred financing fees paid	(5,620		)	(2,494		)	(19		)	(8,133		)
Costs associated with loan refinancing or payoff (cash portion)	—			(1,753		)	(4,037		)	(5,790		)
Net proceeds from issuance of common shares	220,785			—			—			220,785
Impact of stock option exercises, net	947			—			—			947
Purchase of common shares for treasury	(3,246		)	—			—			(3,246		)
Dividends paid to shareholders	(197,924		)	—			—			(197,924		)
Net cash provided (used) by financing activities	314,942			(110,065		)	(104,706		)	100,171
Effect of exchange rate changes on cash	—			(13		)	(526		)	(539		)
Net decrease in cash and cash equivalents	(1,082		)	994			(2,618		)	(2,706		)
Cash and cash equivalents at beginning of the period	1,531			832			8,301			10,664
Cash and cash equivalents at end of the period	$	449		$	1,826		$	5,683		$	7,958

Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2012

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,706		$	—		$	(2,706	)	$	—
Interest income (expense) on intercompany receivable/payable	16,967			—			(16,967		)	—
Net cash provided (used) by other operating activities	(19,940		)	163,357			52,684			196,101
Net cash provided (used) by operating activities of continuing operations	(267		)	163,357			33,011			196,101
Net cash provided by operating activities of discontinued operations	—			1,036			10,307			11,343
Net cash provided (used) by operating activities	(267		)	164,393			43,318			207,444
Investing activities:
Acquisition of rental properties and other assets	(422		)	(67,911		)	(4,855		)	(73,188		)
Investment in unconsolidated joint ventures	(1,800		)	—			—			(1,800		)
Investment in mortgage notes receivable	—			(90,975		)	(22,848		)	(113,823		)
Proceeds from sale of investment in a direct financing lease, net	—			4,494			—			4,494
Additions to property under development	—			(99,924		)	(13,675		)	(113,599		)
Investment in intercompany notes payable	(3,074		)	—			3,074			—
Advances to subsidiaries, net	(416,859		)	452,015			(35,156		)	—
Net cash provided (used) by investing activities of continuing operations	(422,155		)	197,699			(73,460		)	(297,916		)
Net proceeds from sale of real estate from discontinued operations	—			282			41,851			42,133
Net cash provided (used) by investing activities	(422,155		)	197,981			(31,609		)	(255,783		)
Financing activities:
Proceeds from debt facilities	590,000			281,000			—			871,000
Principal payments on debt	—			(643,943		)	(14,628		)	(658,571		)
Deferred financing fees paid	(5,770		)	(6		)	(24		)	(5,800		)
Costs associated with loan refinancing or payoff (cash portion)	—			(189		)	—			(189		)
Net proceeds from issuance of common shares	231			—			—			231
Net proceeds from issuance of preferred shares	120,567			—			—			120,567
Redemption of preferred shares	(115,013		)	—			—			(115,013		)
Impact of stock option exercises, net	(1,987		)	—			—			(1,987		)
Purchase of common shares for treasury	(3,232		)	—			—			(3,232		)
Dividends paid to shareholders	(162,775		)	—			—			(162,775		)
Net cash provided (used) by financing activities	422,021			(363,138		)	(14,652		)	44,231
Effect of exchange rate changes on cash	—			(5		)	152			147
Net decrease in cash and cash equivalents	(401		)	(769		)	(2,791		)	(3,961		)
Cash and cash equivalents at beginning of the period	1,932			1,601			11,092			14,625
Cash and cash equivalents at end of the period	$	1,531		$	832		$	8,301		$	10,664