Condensed Consolidating Financial Statements

A portion of the Company's 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 March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012 (in thousands):

Condensed Consolidating Balance Sheet As of March 31, 2013

	EPR Properties (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	1,119,885	$	738,319	$	—		$	1,858,204
Rental properties held for sale, net	—		—		2,788		—			2,788
Land held for development	—		—		197,740		—			197,740
Property under development	—		34,541		3,828		—			38,369
Mortgage notes and related accrued interest receivable	—		425,568		42,989		—			468,557
Investment in a direct financing lease, net	—		235,302		—		—			235,302
Investment in joint ventures	7,398		—		4,889		—			12,287
Cash and cash equivalents	4,319		208		7,236		—			11,763
Restricted cash	—		19,703		12,911		—			32,614
Deferred financing costs, net	13,186		4,342		1,180		—			18,708
Accounts receivable, net	77		17,873		20,296		—			38,246
Intercompany notes receivable	104,575		—		4,240		(108,815		)	—
Investments in subsidiaries	2,229,391		—		—		(2,229,391		)	—
Other assets	20,724		3,722		12,768		—			37,214
Total assets	$	2,379,670	$	1,861,144	$	1,049,184	$	(2,338,206	)	$	2,951,792
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	24,429	$	14,476	$	8,893	$	—		$	47,798
Dividends payable	43,113		—		—		—			43,113
Unearned rents and interest	—		19,210		774		—			19,984
Intercompany notes payable	—		—		108,815		(108,815		)	—
Long-term debt	855,000		59,000		469,392		—			1,383,392
Total liabilities	922,542		92,686		587,874		(108,815		)	1,494,287
EPR Properties shareholders’ equity	1,457,128		1,768,458		460,933		(2,229,391		)	1,457,128
Noncontrolling interests	—		—		377		—			377
Total equity	1,457,128		1,768,458		461,310		(2,229,391		)	1,457,505
Total liabilities and equity	$	2,379,670	$	1,861,144	$	1,049,184	$	(2,338,206	)	$	2,951,792

Condensed Consolidating Balance Sheet As of December 31, 2012

	EPR Properties (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	1,113,658	$	771,435	$	—		$	1,885,093
Rental properties held for sale, net	—		—		2,788		—			2,788
Land held for development	—		—		196,177		—			196,177
Property under development	—		25,419		3,957		—			29,376
Mortgage notes and related accrued interest receivable	—		414,075		41,677		—			455,752
Investment in a direct financing lease, net	—		234,089		—		—			234,089
Investment in joint ventures	7,250		—		4,721		—			11,971
Cash and cash equivalents	1,531		651		8,482		—			10,664
Restricted cash	—		9,715		14,276		—			23,991
Deferred financing costs, net	13,563		4,812		1,304		—			19,679
Accounts receivable, net	139		16,830		21,769		—			38,738
Intercompany notes receivable	103,104		—		4,147		(107,251		)	—
Investments in subsidiaries	2,231,079		—		—		(2,231,079		)	—
Other assets	21,482		3,956		12,974		—			38,412
Total assets	$	2,378,148	$	1,823,205	$	1,083,707	$	(2,338,330	)	$	2,946,730
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	37,441	$	16,662	$	11,378	$	—		$	65,481
Dividends payable	41,186		—		—		—			41,186
Unearned rents and interest	—		7,393		3,940		—			11,333
Intercompany notes payable	—		—		107,251		(107,251		)	—
Long-term debt	840,000		53,315		475,517		—			1,368,832
Total liabilities	918,627		77,370		598,086		(107,251		)	1,486,832
EPR Properties shareholders’ equity	1,459,521		1,745,835		485,244		(2,231,079		)	1,459,521
Noncontrolling interests	—		—		377		—			377
Total equity	$	1,459,521	$	1,745,835	$	485,621	$	(2,231,079	)	$	1,459,898
Total liabilities and equity	$	2,378,148	$	1,823,205	$	1,083,707	$	(2,338,330	)	$	2,946,730

Condensed Consolidating Statement of Income Three Months Ended March 31, 2013

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantors Subsidiaries		Consolidated Elimination			Consolidated
Rental revenue	$	—		$	36,383		$	24,404	$	—		$	60,787
Tenant reimbursements	—			537			4,207		—			4,744
Other income	23			—			1		—			24
Mortgage and other financing income	252			16,453			1,090		—			17,795
Intercompany fee income	668			—			—		(668		)	—
Interest income on intercompany notes receivable	4,264			—			93		(4,357		)	—
Total revenue	5,207			53,373			29,795		(5,025		)	83,350
Equity in subsidiaries’ earnings	48,333			—			—		(48,333		)	—
Property operating expense	—			2,226			4,779		—			7,005
Intercompany fee expense	—			—			668		(668		)	—
Other expense	—			—			194		—			194
General and administrative expense	—			4,221			2,431		—			6,652
Gain on early extinguishment of debt	—			(4,539		)	—		—			(4,539		)
Interest expense, net	11,927			952			7,110		—			19,989
Interest expense on intercompany notes payable	—			—			4,357		(4,357		)	—
Transaction costs	318			—			—		—			318
Depreciation and amortization	272			7,108			6,058		—			13,438
Income before equity in income from joint ventures and discontinued operations	41,023			43,405			4,198		(48,333		)	40,293
Equity in income from joint ventures	183			—			168		—			351
Income from continuing operations	$	41,206		$	43,405		$	4,366	$	(48,333	)	$	40,644
Discontinued operations:
Income (loss) from discontinued operations	—			(21		)	18		—			(3		)
Gain on sale or acquisition of real estate	—			—			565		—			565
Net income	41,206			43,384			4,949		(48,333		)	41,206
Preferred dividend requirements	(5,952		)	—			—		—			(5,952		)
Net income available to common shareholders of EPR Properties	$	35,254		$	43,384		$	4,949	$	(48,333	)	$	35,254
Comprehensive income attributable to EPR Properties	$	40,698		$	43,467		$	4,141	$	(47,608	)	$	40,698

Condensed Consolidating Statement of Income Three Months Ended March 31, 2012

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	32,832	$	24,426		$	—		$	57,258
Tenant reimbursements	—			284		4,538			—			4,822
Other income	23			1		1			—			25
Mortgage and other financing income	95			13,975		604			—			14,674
Intercompany fee income	676			—		—			(676		)	—
Interest income on intercompany notes receivable	4,215			—		85			(4,300		)	—
Total revenue	5,009			47,092		29,654			(4,976		)	76,779
Equity in subsidiaries’ earnings	23,450			—		—			(23,450		)	—
Property operating expense	—			1,063		5,311			—			6,374
Intercompany fee expense	—			—		676			(676		)	—
Other expense	—			—		350			—			350
General and administrative expense	—			3,936		2,531			—			6,467
Interest expense, net	6,722			3,997		7,422			—			18,141
Interest expense on intercompany notes payable	—			—		4,300			(4,300		)	—
Transaction costs	158			—		—			—			158
Impairment charges	—			—		3,998			—			3,998
Depreciation and amortization	256			5,877		5,607			—			11,740
Income (loss) before equity in income from joint ventures and discontinued operations	21,323			32,219		(541		)	(23,450		)	29,551
Equity in income (loss) from joint ventures	49			—		(2		)	—			47
Income (loss) from continuing operations	$	21,372		$	32,219	$	(543	)	$	(23,450	)	$	29,598
Discontinued operations:
Income from discontinued operations	—			7		348			—			355
Impairment charges	—			—		(8,845		)	—			(8,845		)
Gain on sale or acquisition of real estate	—			282		—			—			282
Net income (loss)	21,372			32,508		(9,040		)	(23,450		)	21,390
Add: Net income attributable to noncontrolling interests	—			—		(18		)	—			(18		)
Net income (loss) attributable to EPR Properties	21,372			32,508		(9,058		)	(23,450		)	21,372
Preferred dividend requirements	(6,001		)	—		—			—			(6,001		)
Net income (loss) available to common shareholders of EPR Properties	$	15,371		$	32,508	$	(9,058	)	$	(23,450	)	$	15,371
Comprehensive income (loss) attributable to EPR Properties	$	21,670		$	32,453	$	(7,711	)	$	(24,742	)	$	21,670

Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2013

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	668		$	—		$	(668	)	$	—
Interest income (expense) on intercompany receivable/payable	4,264			—			(4,264		)	—
Net cash provided (used) by other operating activities	(20,915		)	46,861			12,904			38,850
Net cash provided (used) by operating activities of continuing operations	(15,983		)	46,861			7,972			38,850
Net cash provided (used) by operating activities of discontinued operations	—			(31		)	1,353			1,322
Net cash provided (used) by operating activities	(15,983		)	46,830			9,325			40,172
Investing activities:
Acquisition of rental properties and other assets	(123		)	(7,918		)	(133		)	(8,174		)
Investment in unconsolidated joint ventures	(433		)	—			—			(433		)
Investment in mortgage notes receivable	—			(11,504		)	(1,265		)	(12,769		)
Additions to property under development	—			(16,272		)	(1,447		)	(17,719		)
Investment in (repayment of) intercompany notes payable	(1,471		)	—			1,471			—
Advances to subsidiaries, net	50,845			(21,838		)	(29,007		)	—
Net cash provided (used) by investing activities of continuing operations	48,818			(57,532		)	(30,381		)	(39,095		)
Net proceeds from sale of real estate from discontinued operations	—			—			24,146			24,146
Net cash provided (used) by investing activities	48,818			(57,532		)	(6,235		)	(14,949		)
Financing activities:
Proceeds from long-term debt facilities	15,000			55,000			—			70,000
Principal payments on long-term debt	—			(44,740		)	(4,210		)	(48,950		)
Deferred financing fees paid	(48		)	(1		)	(18		)	(67		)
Net proceeds from issuance of common shares	84			—			—			84
Impact of stock option exercises, net	(692		)	—			—			(692		)
Purchase of common shares for treasury	(3,245		)	—			—			(3,245		)
Dividends paid to shareholders	(41,146		)	—			—			(41,146		)
Net cash provided (used) by financing	(30,047		)	10,259			(4,228		)	(24,016		)
Effect of exchange rate changes on cash	—			—			(108		)	(108		)
Net increase (decrease) in cash and cash equivalents	2,788			(443		)	(1,246		)	1,099
Cash and cash equivalents at beginning of the period	1,531			651			8,482			10,664
Cash and cash equivalents at end of the period	$	4,319		$	208		$	7,236		$	11,763

Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2012

	EPR Properties (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	676		$	—		$	(676	)	$	—
Interest income (expense) on intercompany receivable/payable	4,215			—			(4,215		)	—
Net cash provided (used) by other operating activities	(11,752		)	39,790			13,440			41,478
Net cash provided (used) by operating activities of continuing operations	(6,861		)	39,790			8,549			41,478
Net cash provided by operating activities of discontinued operations	—			194			287			481
Net cash provided (used) by operating activities	(6,861		)	39,984			8,836			41,959
Investing activities:
Acquisition of rental properties and other assets	(24		)	(31,328		)	(155		)	(31,507		)
Investment in unconsolidated joint ventures	(442		)	—			—			(442		)
Investment in mortgage note receivable	—			(9,989		)	(14,462		)	(24,451		)
Additions to property under development	—			(12,583		)	(1,089		)	(13,672		)
Investment in (repayment of) intercompany notes payable	(311		)	—			311			—
Advances to subsidiaries, net	(188,117		)	181,088			7,029			—
Net cash provided (used) by investing activities of continuing operations	(188,894		)	127,188			(8,366		)	(70,072		)
Net proceeds from sale of real estate from discontinued operations	—			282			—			282
Net cash provided (used) by investing activities	(188,894		)	127,470			(8,366		)	(69,790		)
Financing activities:
Proceeds from long-term debt facilities	240,000			80,000			—			320,000
Principal payments on long-term debt	—			(247,420		)	(3,908		)	(251,328		)
Deferred financing fees paid	(1,844		)	—			(8		)	(1,852		)
Net proceeds from issuance of common shares	56			—			—			56
Impact of stock option exercises, net	(480		)	—			—			(480		)
Purchase of common shares for treasury	(3,209		)	—			—			(3,209		)
Dividends paid to shareholders	(38,681		)	—			—			(38,681		)
Net cash provided (used) by financing activities	195,842			(167,420		)	(3,916		)	24,506
Effect of exchange rate changes on cash	—			5			169			174
Net increase (decrease) in cash and cash equivalents	87			39			(3,277		)	(3,151		)
Cash and cash equivalents at beginning of the period	1,933			1,243			11,449			14,625
Cash and cash equivalents at end of the period	$	2,020		$	1,282		$	8,172		$	11,474