Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2014 |
Condensed Consolidating Financial Statements [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements |
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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, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 (in thousands): |
Condensed Consolidating Balance Sheet |
As of March 31, 2014 |
| | | | | | | | | | | | | | | | | | | |
| EPR Properties | | Wholly Owned | | Non- | | Consolidated | | Consolidated |
(Issuer) | Subsidiary | Guarantor | Elimination |
| Guarantors | Subsidiaries | |
Assets | | | | | | | | | |
Rental properties, net | $ | — | | | $ | 1,472,305 | | | $ | 617,628 | | | $ | — | | | $ | 2,089,933 | |
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Land held for development | — | | | — | | | 202,552 | | | — | | | 202,552 | |
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Property under development | 70 | | | 132,844 | | | 5,672 | | | — | | | 138,586 | |
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Mortgage notes and related accrued interest receivable | — | | | 464,976 | | | 25,864 | | | — | | | 490,840 | |
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Investment in a direct financing lease, net | — | | | 242,905 | | | — | | | — | | | 242,905 | |
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Investment in joint ventures | — | | | — | | | 5,586 | | | — | | | 5,586 | |
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Cash and cash equivalents | 11,722 | | | 2,059 | | | 6,625 | | | — | | | 20,406 | |
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Restricted cash | 1,100 | | | 16,594 | | | 1,874 | | | — | | | 19,568 | |
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Deferred financing costs, net | 16,703 | | | 5,300 | | | 775 | | | — | | | 22,778 | |
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Accounts receivable, net | 116 | | | 24,839 | | | 16,661 | | | — | | | 41,616 | |
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Intercompany notes receivable | — | | | — | | | 175,757 | | | (175,757 | ) | | — | |
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Investments in subsidiaries | 2,909,204 | | | — | | | — | | | (2,909,204 | ) | | — | |
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Other assets | 19,454 | | | 11,862 | | | 33,027 | | | — | | | 64,343 | |
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Total assets | $ | 2,958,369 | | | $ | 2,373,684 | | | $ | 1,092,021 | | | $ | (3,084,961 | ) | | $ | 3,339,113 | |
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Liabilities and Equity | | | | | | | | | |
Liabilities: | | | | | | | | | |
Accounts payable and accrued liabilities | $ | 25,610 | | | $ | 12,894 | | | $ | 9,022 | | | $ | — | | | $ | 47,526 | |
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Dividends payable | 21,184 | | | — | | | — | | | — | | | 21,184 | |
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Unearned rents and interest | 751 | | | 22,975 | | | 3,555 | | | — | | | 27,281 | |
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Intercompany notes payable | 687 | | | — | | | 175,070 | | | (175,757 | ) | | — | |
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Debt | 1,150,000 | | | — | | | 332,608 | | | — | | | 1,482,608 | |
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Total liabilities | 1,198,232 | | | 35,869 | | | 520,255 | | | (175,757 | ) | | 1,578,599 | |
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EPR Properties shareholders’ equity | 1,760,137 | | | 2,337,815 | | | 571,389 | | | (2,909,204 | ) | | 1,760,137 | |
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Noncontrolling interests | — | | | — | | | 377 | | | — | | | 377 | |
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Total equity | $ | 1,760,137 | | | $ | 2,337,815 | | | $ | 571,766 | | | $ | (2,909,204 | ) | | $ | 1,760,514 | |
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Total liabilities and equity | $ | 2,958,369 | | | $ | 2,373,684 | | | $ | 1,092,021 | | | $ | (3,084,961 | ) | | $ | 3,339,113 | |
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Condensed Consolidating Balance Sheet |
As of December 31, 2013 |
| | | | | | | | | | | | | | | | | | | |
| EPR | | Wholly Owned | | Non- | | Consolidated | | Consolidated |
Properties | Subsidiary | Guarantor | Elimination |
(Issuer) | Guarantors | Subsidiaries | |
Assets | | | | | | | | | |
Rental properties, net | $ | — | | | $ | 1,474,501 | | | $ | 629,650 | | | $ | — | | | $ | 2,104,151 | |
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Land held for development | — | | | — | | | 201,342 | | | — | | | 201,342 | |
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Property under development | 18 | | | 84,397 | | | 5,058 | | | — | | | 89,473 | |
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Mortgage notes and related accrued interest receivable | — | | | 460,533 | | | 25,804 | | | — | | | 486,337 | |
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Investment in a direct financing lease, net | — | | | 242,212 | | | — | | | — | | | 242,212 | |
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Investment in joint ventures | — | | | — | | | 5,275 | | | — | | | 5,275 | |
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Cash and cash equivalents | 449 | | | 1,826 | | | 5,683 | | | — | | | 7,958 | |
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Restricted cash | 1,150 | | | 6,735 | | | 1,829 | | | — | | | 9,714 | |
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Deferred financing costs, net | 17,221 | | | 5,439 | | | 684 | | | — | | | 23,344 | |
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Accounts receivable, net | 106 | | | 25,158 | | | 17,274 | | | — | | | 42,538 | |
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Intercompany notes receivable | — | | | — | | | 175,757 | | | (175,757 | ) | | — | |
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Investments in subsidiaries | 2,852,543 | | | — | | | — | | | (2,852,543 | ) | | — | |
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Other assets | 19,292 | | | 11,040 | | | 29,600 | | | — | | | 59,932 | |
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Total assets | $ | 2,890,779 | | | $ | 2,311,841 | | | $ | 1,097,956 | | | $ | (3,028,300 | ) | | $ | 3,272,276 | |
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Liabilities and Equity | | | | | | | | | |
Liabilities: | | | | | | | | | |
Accounts payable and accrued liabilities | $ | 43,589 | | | $ | 20,564 | | | $ | 8,174 | | | $ | — | | | $ | 72,327 | |
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Dividends payable | 19,553 | | | — | | | — | | | — | | | 19,553 | |
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Unearned rents and interest | — | | | 14,295 | | | 2,751 | | | — | | | 17,046 | |
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Intercompany notes payable | — | | | — | | | 175,757 | | | (175,757 | ) | | — | |
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Debt | 1,140,000 | | | — | | | 335,336 | | | — | | | 1,475,336 | |
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Total liabilities | 1,203,142 | | | 34,859 | | | 522,018 | | | (175,757 | ) | | 1,584,262 | |
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EPR Properties shareholders’ equity | 1,687,637 | | | 2,276,982 | | | 575,561 | | | (2,852,543 | ) | | 1,687,637 | |
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Noncontrolling interests | — | | | — | | | 377 | | | — | | | 377 | |
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Total equity | $ | 1,687,637 | | | $ | 2,276,982 | | | $ | 575,938 | | | $ | (2,852,543 | ) | | $ | 1,688,014 | |
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Total liabilities and equity | $ | 2,890,779 | | | $ | 2,311,841 | | | $ | 1,097,956 | | | $ | (3,028,300 | ) | | $ | 3,272,276 | |
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Condensed Consolidating Statement of Income |
Three Months Ended March 31, 2014 |
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| | | | | | | | | | | | | | | | | | | |
| EPR Properties | | Wholly Owned | | Non- | | Consolidated | | Consolidated |
(Issuer) | Subsidiary | Guarantors | Elimination |
| Guarantors | Subsidiaries | |
Rental revenue | $ | — | | | $ | 45,110 | | | $ | 21,321 | | | $ | — | | | $ | 66,431 | |
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Tenant reimbursements | — | | | 982 | | | 3,606 | | | — | | | 4,588 | |
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Other income | 173 | | | — | | | 1 | | | — | | | 174 | |
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Mortgage and other financing income | 187 | | | 17,796 | | | 681 | | | — | | | 18,664 | |
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Intercompany fee income | 780 | | | — | | | — | | | (780 | ) | | — | |
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Interest income on intercompany notes receivable | — | | | — | | | 7,063 | | | (7,063 | ) | | — | |
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Total revenue | 1,140 | | | 63,888 | | | 32,672 | | | (7,843 | ) | | 89,857 | |
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Equity in subsidiaries’ earnings | 58,465 | | | — | | | — | | | (58,465 | ) | | — | |
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Property operating expense | (1 | ) | | 2,396 | | | 4,054 | | | — | | | 6,449 | |
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Intercompany fee expense | — | | | — | | | 780 | | | (780 | ) | | — | |
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Other expense | — | | | — | | | 98 | | | — | | | 98 | |
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General and administrative expense | — | | | 4,911 | | | 2,551 | | | — | | | 7,462 | |
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Interest expense, net | 15,688 | | | (411 | ) | | 4,622 | | | — | | | 19,899 | |
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Interest expense on intercompany notes payable | — | | | — | | | 7,063 | | | (7,063 | ) | | — | |
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Transaction costs | — | | | — | | | 196 | | | — | | | 196 | |
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Depreciation and amortization | 275 | | | 10,503 | | | 4,549 | | | — | | | 15,327 | |
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Income before equity in income from joint ventures and other items | 43,643 | | | 46,489 | | | 8,759 | | | (58,465 | ) | | 40,426 | |
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Equity in income from joint ventures | — | | | — | | | 311 | | | — | | | 311 | |
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Gain on sale of land | — | | | — | | | 330 | | | — | | | 330 | |
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Income before income taxes | 43,643 | | | 46,489 | | | 9,400 | | | (58,465 | ) | | 41,067 | |
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Income tax expense | 110 | | | — | | | 815 | | | — | | | 925 | |
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Income from continuing operations | $ | 43,533 | | | $ | 46,489 | | | $ | 8,585 | | | $ | (58,465 | ) | | $ | 40,142 | |
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Discontinued operations: | | | | | | | | | |
Income (loss) from discontinued operations | — | | | (3 | ) | | 18 | | | — | | | 15 | |
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Transaction (costs) benefit | — | | | 3,376 | | | — | | | — | | | 3,376 | |
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Net income | 43,533 | | | 49,862 | | | 8,603 | | | (58,465 | ) | | 43,533 | |
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Preferred dividend requirements | (5,952 | ) | | — | | | — | | | — | | | (5,952 | ) |
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Net income available to common shareholders of EPR Properties | $ | 37,581 | | | $ | 49,862 | | | $ | 8,603 | | | $ | (58,465 | ) | | $ | 37,581 | |
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Comprehensive income attributable to EPR Properties | $ | 41,469 | | | $ | 50,005 | | | $ | 6,560 | | | $ | (56,565 | ) | | $ | 41,469 | |
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Condensed Consolidating Statement of Income |
Three Months Ended March 31, 2013 |
| | | | | | | | | | | | | | | | | | | |
| EPR | | Wholly Owned | | Non- | | Consolidated | | Consolidated |
Properties | Subsidiary | Guarantor | Elimination |
(Issuer) | Guarantors | Subsidiaries | |
Rental revenue | $ | — | | | $ | 39,092 | | | $ | 21,296 | | | $ | — | | | $ | 60,388 | |
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Tenant reimbursements | — | | | 1,014 | | | 3,730 | | | — | | | 4,744 | |
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Other income | 23 | | | — | | | 1 | | | — | | | 24 | |
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Mortgage and other financing income | 252 | | | 16,453 | | | 1,090 | | | — | | | 17,795 | |
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Intercompany fee income | 668 | | | — | | | — | | | (668 | ) | | — | |
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Interest income on intercompany notes receivable | 4,264 | | | — | | | 93 | | | (4,357 | ) | | — | |
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Total revenue | 5,207 | | | 56,559 | | | 26,210 | | | (5,025 | ) | | 82,951 | |
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Equity in subsidiaries’ earnings | 48,333 | | | — | | | — | | | (48,333 | ) | | — | |
|
Property operating expense | — | | | 3,496 | | | 3,539 | | | — | | | 7,035 | |
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Intercompany fee expense | — | | | — | | | 668 | | | (668 | ) | | — | |
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Other expense | — | | | — | | | 149 | | | — | | | 149 | |
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General and administrative expense | — | | | 4,499 | | | 2,153 | | | — | | | 6,652 | |
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Gain on early extinguishment of debt | — | | | (4,539 | ) | | — | | | — | | | (4,539 | ) |
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Interest expense, net | 11,927 | | | 1,761 | | | 6,301 | | | — | | | 19,989 | |
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Interest expense on intercompany notes payable | — | | | — | | | 4,357 | | | (4,357 | ) | | — | |
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Transaction costs | 318 | | | — | | | — | | | — | | | 318 | |
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Depreciation and amortization | 272 | | | 7,821 | | | 4,729 | | | — | | | 12,822 | |
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Income before equity in income from joint ventures and other items | 41,023 | | | 43,521 | | | 4,314 | | | (48,333 | ) | | 40,525 | |
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Equity in income from joint ventures | 183 | | | — | | | 168 | | | — | | | 351 | |
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Income from continuing operations | $ | 41,206 | | | $ | 43,521 | | | $ | 4,482 | | | $ | (48,333 | ) | | $ | 40,876 | |
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Discontinued operations: | | | | | | | | | |
Loss from discontinued operations | — | | | (21 | ) | | (214 | ) | | — | | | (235 | ) |
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Gain on sale of real estate | — | | | — | | | 565 | | | — | | | 565 | |
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Net income attributable to EPR Properties | 41,206 | | | 43,500 | | | 4,833 | | | (48,333 | ) | | 41,206 | |
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Preferred dividend requirements | (5,952 | ) | | — | | | — | | | — | | | (5,952 | ) |
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Net income available to common shareholders of EPR Properties | $ | 35,254 | | | $ | 43,500 | | | $ | 4,833 | | | $ | (48,333 | ) | | $ | 35,254 | |
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Comprehensive income attributable to EPR Properties | $ | 40,698 | | | $ | 43,583 | | | $ | 4,025 | | | $ | (47,608 | ) | | $ | 40,698 | |
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Condensed Consolidating Statement of Cash Flows | | | |
Three Months Ended March 31, 2014 | | | |
| | | | | | | | | | | | | | | | | | | |
| EPR | | Wholly Owned | | Non-Guarantor | | Consolidated | | | |
Properties | Subsidiary | Subsidiaries | | | |
(Issuer) | Guarantors | | | | |
Intercompany fee income (expense) | $ | 780 | | | $ | — | | | $ | (780 | ) | | $ | — | | | | |
| | |
Interest income (expense) on intercompany receivable/payable | — | | | — | | | — | | | — | | | | |
| | |
Net cash provided (used) by other operating activities | (26,440 | ) | | 56,819 | | | 11,027 | | | 41,406 | | | | |
| | |
Net cash provided (used) by operating activities of continuing operations | (25,660 | ) | | 56,819 | | | 10,247 | | | 41,406 | | | | |
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Net cash provided by operating activities of discontinued operations | — | | | 77 | | | 47 | | | 124 | | | | |
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Net cash provided (used) by operating activities | (25,660 | ) | | 56,896 | | | 10,294 | | | 41,530 | | | | |
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Investing activities: | | | | | | | | | | |
| | |
Acquisition of rental properties and other assets | (67 | ) | | (11,899 | ) | | (298 | ) | | (12,264 | ) | | | |
Proceeds from sale of real estate | — | | | — | | | 915 | | | 915 | | | | |
| | |
Proceed from settlement of derivative | — | | — | | — | | | 5,725 | | | 5,725 | | | | |
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Investment in mortgage notes receivable | — | | | (4,497 | ) | | 25 | | | (4,472 | ) | | | |
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Proceeds from mortgage note receivable paydown | — | | | 76 | | | — | | | 76 | | | | |
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Investment in promissory notes receivable | — | | | (721 | ) | | (1,486 | ) | | (2,207 | ) | | | |
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Additions to property under development | (52 | ) | | (48,689 | ) | | (1,880 | ) | | (50,621 | ) | | | |
Investment in (repayment of) intercompany notes payable | — | | | — | | | — | | | — | | | | |
| | |
Advances to subsidiaries, net | 74 | | | 9,288 | | | (9,362 | ) | | — | | | | |
| | |
Net cash used by investing activities | (45 | ) | | (56,442 | ) | | (6,361 | ) | | (62,848 | ) | | | |
Financing activities: | | | | | | | | | | |
Proceeds from long-term debt facilities | 10,000 | | | 37,000 | | | — | | | 47,000 | | | | |
| | |
Principal payments on long-term debt | — | | | (37,000 | ) | | (2,728 | ) | | (39,728 | ) | | | |
| | |
Deferred financing fees paid | (50 | ) | | (240 | ) | | (159 | ) | | (449 | ) | | | |
Net proceeds from issuance of common shares | 79,579 | | | — | | | — | | | 79,579 | | | | |
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Impact of stock option exercises, net | (21 | ) | | — | | | — | | | (21 | ) | | | |
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Purchase of common shares for treasury | (2,892 | ) | | — | | | — | | | (2,892 | ) | | | |
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Dividends paid to shareholders | (49,638 | ) | | — | | | — | | | (49,638 | ) | | | |
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Net cash provided (used) by financing activities | 36,978 | | | (240 | ) | | (2,887 | ) | | 33,851 | | | | |
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Effect of exchange rate changes on cash | — | | | 19 | | | (104 | ) | | (85 | ) | | | |
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Net increase in cash and cash equivalents | 11,273 | | | 233 | | | 942 | | | 12,448 | | | | |
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Cash and cash equivalents at beginning of the period | 449 | | | 1,826 | | | 5,683 | | | 7,958 | | | | |
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Cash and cash equivalents at end of the period | $ | 11,722 | | | $ | 2,059 | | | $ | 6,625 | | | $ | 20,406 | | | | |
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Condensed Consolidating Statement of Cash Flows | | | | |
Three Months Ended March 31, 2013 | | | | |
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| EPR | | Wholly Owned | | Non-Guarantor | | Consolidated | | | | |
Properties | Subsidiary | Subsidiaries | | | | |
(Issuer) | Guarantors | | | | | |
Intercompany fee income (expense) | $ | 668 | | | $ | — | | | $ | (668 | ) | | $ | — | | | | | |
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Interest income (expense) on intercompany receivable/payable | 4,264 | | | — | | | (4,264 | ) | | — | | | | | |
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Net cash provided (used) by other operating activities | (20,915 | ) | | 47,786 | | | 11,640 | | | 38,511 | | | | | |
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Net cash provided (used) by operating activities of continuing operations | (15,983 | ) | | 47,786 | | | 6,708 | | | 38,511 | | | | | |
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Net cash provided (used) by operating activities of discontinued operations | — | | | (31 | ) | | 1,692 | | | 1,661 | | | | | |
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Net cash provided (used) by operating activities | (15,983 | ) | | 47,755 | | | 8,400 | | | 40,172 | | | | | |
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Investing activities: | | | | | | | | | | | |
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Acquisition of rental properties and other assets | (123 | ) | | (7,918 | ) | | (133 | ) | | (8,174 | ) | | | | |
Investment in unconsolidated joint ventures | (433 | ) | | — | | | — | | | (433 | ) | | | | |
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Investment in mortgage note receivable | — | | | (11,504 | ) | | (1,265 | ) | | (12,769 | ) | | | | |
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Additions to property under development | — | | | (16,272 | ) | | (1,447 | ) | | (17,719 | ) | | | | |
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Investment in (repayment of) intercompany notes payable | (1,471 | ) | | — | | | 1,471 | | | — | | | | | |
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Advances to subsidiaries, net | 50,845 | | | (22,395 | ) | | (28,450 | ) | | — | | | | | |
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Net cash provided (used) by investing activities of continuing operations | 48,818 | | | (58,089 | ) | | (29,824 | ) | | (39,095 | ) | | | | |
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Net proceeds from sale of real estate from discontinued operations | — | | | — | | | 24,146 | | | 24,146 | | | | | |
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Net cash provided (used) by investing activities | 48,818 | | | (58,089 | ) | | (5,678 | ) | | (14,949 | ) | | | | |
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Financing activities: | | | | | | | | | | | |
Proceeds from long-term debt facilities | 15,000 | | | 55,000 | | | — | | | 70,000 | | | | | |
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Principal payments on long-term debt | — | | | (45,080 | ) | | (3,870 | ) | | (48,950 | ) | | | | |
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Deferred financing fees paid | (48 | ) | | (1 | ) | | (18 | ) | | (67 | ) | | | | |
Net proceeds from issuance of common shares | 84 | | | — | | | — | | | 84 | | | | | |
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Impact of stock option exercises, net | (692 | ) | | — | | | — | | | (692 | ) | | | | |
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Purchase of common shares for treasury | (3,245 | ) | | — | | | — | | | (3,245 | ) | | | | |
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Dividends paid to shareholders | (41,146 | ) | | — | | | — | | | (41,146 | ) | | | | |
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Net cash provided (used) by financing activities | (30,047 | ) | | 9,919 | | | (3,888 | ) | | (24,016 | ) | | | | |
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Effect of exchange rate changes on cash | — | | | — | | | (108 | ) | | (108 | ) | | | | |
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Net increase (decrease) in cash and cash equivalents | 2,788 | | | (415 | ) | | (1,274 | ) | | 1,099 | | | | | |
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Cash and cash equivalents at beginning of the period | 1,531 | | | 832 | | | 8,301 | | | 10,664 | | | | | |
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Cash and cash equivalents at end of the period | $ | 4,319 | | | $ | 417 | | | $ | 7,027 | | | $ | 11,763 | | | | | |
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