CNL Lifestyle Properties (CLLY) 10-Q 18 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 11, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Registrant Name	CNL LIFESTYLE PROPERTIES INC
Entity Central Index Key	1,261,159
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		325,182,969

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS $ in Thousands	Mar. 31, 2017USD ($)
ASSETS
Cash	$ 98,312
LIABILITIES
Liability for estimated costs in excess of estimated receipts during liquidation	4,935
Liquidation Basis
ASSETS
Real estate investment properties, net	830,000
Cash	98,312
Restricted cash	4,838
Other assets	18,693
Total Assets	951,843
LIABILITIES
Mortgages and other notes payable	143,292
Liability for estimated costs in excess of estimated receipts during liquidation	4,935
Other liabilities	31,734
Accounts payable and accrued expenses	9,394
Income tax liabilities	8,424
Due to affiliates	429
Total Liabilities	198,208
Net Assets in Liquidation	$ 753,635

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS $ in Thousands	Dec. 31, 2016USD ($)
ASSETS
Real estate investment properties, net (including $55,941 related to consolidated variable interest entities)	$ 678,041
Cash	56,816
Deferred rent and lease incentives	32,931
Restricted cash	23,701
Other assets	15,363
Intangibles, net	15,880
Accounts and other receivables, net	19,690
Total Assets	842,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgages and other notes payable (including $18,628 related to non-recourse debt of consolidated variable interest entities)	146,251
Other liabilities	24,352
Accounts payable and accrued expenses	12,591
Income tax liabilities	8,424
Due to affiliates	475
Total Liabilities	192,093
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value per share 200 million shares authorized and unissued	0
Excess shares, $.01 par value per share 120 million shares authorized and unissued	0
Common stock, $.01 par value per share
One billion shares authorized; 349,084 shares issued and 325,183 shares outstanding	3,252
Capital in excess of par value	2,863,833
Accumulated deficit	(298,288)
Accumulated distributions	(1,910,445)
Accumulated other comprehensive loss	(8,023)
Total Stockholders’ Equity	650,329
Total Liabilities and Stockholders’ Equity	$ 842,422

CONDENSED CONSOLIDATED BALANCE4

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Dec. 31, 2016USD ($)$ / sharesshares
ASSETS
Real estate investment properties, net | $	$ 678,041
LIABILITIES
Mortgages and other notes payable | $	$ 146,251
Stockholders’ equity:
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.01
Preferred stock, shares authorized (in shares)	200,000,000
Preferred stock, shares unissued (in shares)	200,000,000
Excess shares, par value (in dollars per share) | $ / shares	$ 0.01
Excess shares, shares authorized (in shares)	120,000,000
Excess shares, shares unissued (in shares)	120,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000
Common stock, shares issued (in shares)	349,084,000
Common stock, shares outstanding (in shares)	325,183,000
Variable interest entities
ASSETS
Real estate investment properties, net | $	$ 55,941
LIABILITIES
Mortgages and other notes payable | $	$ 18,628

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Rental income from operating leases	$ 40,985	$ 39,400
Property operating revenues	2,337	2,381
Total revenues	43,322	41,781
Expenses:
Property operating expenses	10,500	9,916
Asset management fees to advisor	2,763	3,031
General and administrative	4,517	3,459
Ground lease and permit fees	4,018	3,779
Other operating expenses	4,608	2,308
Bad debt expense	0	65
Depreciation and amortization	16,750	16,822
Total expenses	43,156	39,380
Operating (expense) income	166	2,401
Other income (expense):
Interest and other income	437	444
Interest expense and loan cost amortization	(2,219)	(2,958)
Equity in earnings of unconsolidated entity	0	1,290
Total other expense	(1,782)	(1,224)
(Loss) income from continuing operations	(1,616)	1,177
Loss from discontinued operations	0	(523)
Net (loss) income	$ (1,616)	$ 654
Net (loss) income per share
Continuing operations (in dollars per share)	$ 0	$ 0
Discontinued operations (in dollars per share)	0	0
Net (loss) income per share (in dollars per share)	$ 0	$ 0
Weighted average number of shares of common stock outstanding (basic and diluted) (in shares)	325,183	325,183

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (1,616)	$ 654
Other comprehensive income (loss):
Foreign currency translation adjustments	298	1,790
Changes in fair value of cash flow hedges:
Unrealized gain (loss) arising during the period	37	(37)
Total other comprehensive income	335	1,753
Net comprehensive (loss) income	$ (1,281)	$ 2,407

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Capital in Excess of Par Value	Accumulated Deficit	Accumulated Distributions	Accumulated Other Comprehensive Loss
Balance (in shares) at Dec. 31, 2015		325,183
Balance at Dec. 31, 2015	$ 794,917	$ 3,252	$ 2,863,833	$ (364,236)	$ (1,699,076)	$ (8,856)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	65,948			65,948
Distributions, declared and paid ($0.6500 per share)	(211,369)				(211,369)
Foreign currency translation adjustment	631					631
Current period adjustment to recognize changes in fair value of cash flow hedges	$ 202					202
Balance (in shares) at Dec. 31, 2016	325,183	325,183
Balance at Dec. 31, 2016	$ 650,329	$ 3,252	2,863,833	(298,288)	(1,910,445)	(8,023)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(1,616)			(1,616)
Foreign currency translation adjustment	298					298
Current period adjustment to recognize changes in fair value of cash flow hedges	37					37
Balance (in shares) at Mar. 31, 2017		325,183
Balance at Mar. 31, 2017	$ 649,048	$ 3,252	$ 2,863,833	$ (299,904)	$ (1,910,445)	$ (7,688)

CONDENSED CONSOLIDATED STATEME8

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2016$ / shares
Statement of Stockholders' Equity [Abstract]
Declared and paid distributions, per share (in dollars per share)	$ 0.6500

CONDENSED CONSOLIDATED STATEME9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities:
Net cash provided by operating activities	$ 37,086	$ 31,215
Investing activities:
Capital expenditures	(9,238)	(4,024)
Proceeds from insurance	250	148
Changes in restricted cash	18,863	(5,266)
Other	0	81
Net cash used in investing activities	9,875	(9,061)
Financing activities:
Distributions to stockholders	0	(16,259)
Payment of loan costs	(309)	0
Principal payments on mortgage loans	(3,295)	(5,002)
Principal payments on capital leases	(1,846)	(487)
Net cash used in financing activities	(5,450)	(21,748)
Effect of exchange rate fluctuations on cash	(15)	68
Net increase in cash	41,496	474
Cash at beginning of period	56,816	83,544
Cash at end of period	$ 98,312	$ 84,018

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	Organization and Nature of Business: CNL Lifestyle Properties, Inc. (the “Company”), was organized in Maryland on August 11, 2003. The Company has elected to be taxed as a real estate investment trust (a “REIT”) for federal income tax and believes it has operated as a REIT except as described in Note 3, "Significant Accounting Policies – Income Taxes." The Company generally invested in lifestyle properties in the United States that were primarily leased on a long-term (generally five to 20 years, plus multiple renewal options), triple-net or gross basis to tenants or operators that the Company considered to be industry leading. In the event of certain tenant defaults, the Company has engaged third-party managers to operate properties on its behalf until they are re-leased. The Company engaged CNL Lifestyle Advisor Corporation (the “Advisor”) as its advisor, who currently provides management, disposition, advisory and administrative services. In November 2016, the Company entered into a purchase and sale agreement with EPR Properties ("EPR") and Ski Resort Holdings, LLC for the sale of its remaining 36 properties (the "Sale Agreement") for approximately $830.0 million , which was estimated to be paid in $182.6 million of cash and $647.4 million of common stock of beneficial interest of EPR. In connection with the transaction contemplated by the Sale Agreement, in November 2016, the board of directors approved a plan of liquidation and dissolution ("Plan of Dissolution"). In January 2017, the Company mailed a proxy statement to its stockholders requesting approval of the Sale Agreement and the Plan of Dissolution, and at the March 24, 2017 stockholders’ special meeting, the stockholders approved the sale of the Company’s remaining 36 properties (the "Sale") pursuant to the Sale Agreement and the Plan of Dissolution, including the complete liquidation and dissolution of the Company following the closing of the sale of its remaining assets. In connection with obtaining the stockholders' approval of the Sale Agreement, the Company adopted the liquidation basis of accounting, as further described in Note 3, "Significant Accounting Policies." The Company completed the Sale pursuant to the Sale Agreement in April 2017, as described further in Note 10, "Subsequent Events."

Plan of Dissolution

Plan of Dissolution	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Plan of Dissolution	Plan of Dissolution: The Plan of Dissolution provides for an orderly sale of the Company's assets, payment of the Company's liabilities and other obligations, the winding up of operations, the payment of liquidating distributions to stockholders and dissolution of the Company. The Company is permitted to provide for the payment of any unascertained or contingent liabilities and may do so by purchasing insurance, establishing a reserve fund or in other ways. The dissolution process and the amount and timing of liquidating distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Condensed Consolidated Statement of Net Assets. The Company expects to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating trust. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company's status as a REIT if it determines that such termination would be in the best interest of the stockholders. Net Assets in Liquidation : The Company adopted Liquidation Basis of Accounting effective March 31, 2017 upon approval by the Company's stockholders of the Company's Plan of Dissolution. The following is a reconciliation of Stockholders' Equity under the Going Concern Basis of accounting to net assets in liquidation under the Liquidation Basis of Accounting as of March 31, 2017 : Stockholders' Equity as of March 31, 2017 $ 649,048 Increase due to estimated liquidation value of investments in real estate 145,822 Decrease due to adjustment of assets and liabilities to net realizable value (36,300 ) Liability for estimated costs in excess of estimated receipts during liquidation (4,935 ) Adjustment to reflect the change to the liquidation basis of accounting 104,587 Estimated value of net assets in liquidation as of March 31, 2017 $ 753,635 The estimated net assets in liquidation at March 31, 2017 includes projections of costs and expenses to be incurred during the period required to complete the Plan of Dissolution. There is inherent uncertainty with these estimates and they could change materially based on any changes in the underlying assumptions of the projected cash flows. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation : The Liquidation Basis of Accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the Plan of Dissolution. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, direct costs incurred to complete the sale of our real estate investment properties, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid out over the liquidation period. Upon transition to the Liquidation Basis of Accounting on March 31, 2017 , the Company accrued the following revenues and expenses expected to be incurred during liquidation: Rental income from operating leases $ 1,279 General and administrative expenses (15,509 ) Purchase price adjustments (10,707 ) Appreciation of common stock of beneficial interest of EPR during holding period 25,296 Liquidation transaction costs (5,294 ) Liability for estimated costs in excess of estimated receipts during liquidation $ (4,935 )

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies : Basis of Presentation — As a result of the approval of the Plan of Dissolution by the stockholders in March 2017, the Company's financial position will be presented using two different methods. The Company adopted the liquidation basis of accounting ("Liquidation Basis of Accounting") as of March 31, 2017 and for the periods subsequent to March 31, 2017. As a result, a new statement of financial position (Statement of Net Assets) is presented, which represents the estimated amount of proceeds that the Company will collect on disposal of assets as it carries out its Plan of Dissolution. All financial results and disclosures through March 31, 2017 prior to the Company's adoption of Liquidation Basis of Accounting, will be presented based on a going concern basis ("Going Concern Basis"), which contemplated the realization of assets and liabilities in the normal course of business. As a result, the balance sheet as of December 31, 2016, and the statements of operations and statements of cash flows for the quarter ended March 31, 2017 and the comparative quarter ended March 31, 2016 , used the Going Concern Basis presentation consistent with the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , as further described below. 3. Significant Accounting Policies (Continued) : Basis of Presentation Liquidation Basis of Accounting (Post-Plan of Dissolution) — Effective with the adoption of the Liquidation Basis of Accounting on March 31, 2017 , assets were adjusted to their estimated liquidation value, which represents the estimated gross amount of proceeds that the Company will collect on disposal of assets in accordance with the terms of the Sale Agreement for its remaining properties. The liquidation value of the Company's operating properties are presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. Liabilities are carried at their contractual amounts due or estimated settlement amounts. The Company accrues costs and income that it expects to incur and earn through the end of liquidation to the extent it has a reasonable basis for estimation. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Condensed Consolidated Statement of Net Assets. Actual costs and income may differ from amounts reflected in the financial statements because of inherent uncertainty in estimating future events. These differences may be material. See Note 5, "Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation" for further discussion. Actual costs incurred but unpaid as of March 31, 2017 are included in accounts payable and other accrued expenses, other liabilities, income tax liabilities, and due to affiliates on the Condensed Consolidated Statement of Net Assets. Net assets in liquidation represents the estimated liquidation value available to stockholders upon liquidation. Consolidation and Variable Interest Entities (Pre-Plan of Dissolution) — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements prepared under the Going Concern Basis reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter ended March 31, 2017 may not be indicative of the results that may be expected for the year ending December 31, 2017 . Amounts as of December 31, 2016 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The accompanying unaudited condensed consolidated financial statements for periods prior to the adoption of the Liquidation Basis of Accounting include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions were eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. Under the Liquidation Basis of Accounting, the Company is required to estimate all costs and income that it expects to incur and earn through the end of the liquidation, including the estimated amount of cash it will collect on the disposal of its assets and estimated costs incurred to dispose of assets. Actual results could differ from those estimates. Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2004. As a REIT, the Company generally is not subject to federal corporate income taxes provided it distributes at least 100% of its REIT taxable income and capital gains and meets certain other requirements for qualifying as a REIT. Subject to compliance with applicable tax law, certain properties may be operated using an eligible third-party manager. In those cases, taxable income from those operations may be subject to federal income tax. During 2016, the Company determined that during 2014, 2015 and 2016 it did not comply with the gross income tests of the federal income tax rules applicable to REITs. The applicable federal income tax rules provide a "savings clause" for REITs that fail to satisfy the REIT gross income tests if such failure is due to reasonable cause and not due to willful neglect and the REIT complies with certain disclosure and filing requirements. A REIT that qualifies for the savings clause will retain its REIT status but may be required to pay a tax under section 857(b)(5) of the Code and related interest. As such, the Company accrued an estimated income tax liability of approximately $8.4 million related to 2015 and none related to 2014 or 2016. See Note 2, "Significant Accounting Policies" in Item 8, "Financial Statements and Supplementary Data" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for additional information. 3. Significant Accounting Policies (Continued) : Adopted Accounting Pronouncements — Going Concern Basis (Pre-Plan of Dissolution) — In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held Through Related Parties that are under Common Control,” which requires an entity to consider its indirect interests held by related parties that are under common control on a proportionate basis when evaluating whether the entity is a primary beneficiary of a VIE. The ASU was effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2016. The Company adopted this ASU on January 1, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Net Assets in Liquidation

Net Assets in Liquidation	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Assets in Liquidation	Plan of Dissolution: The Plan of Dissolution provides for an orderly sale of the Company's assets, payment of the Company's liabilities and other obligations, the winding up of operations, the payment of liquidating distributions to stockholders and dissolution of the Company. The Company is permitted to provide for the payment of any unascertained or contingent liabilities and may do so by purchasing insurance, establishing a reserve fund or in other ways. The dissolution process and the amount and timing of liquidating distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Condensed Consolidated Statement of Net Assets. The Company expects to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating trust. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company's status as a REIT if it determines that such termination would be in the best interest of the stockholders. Net Assets in Liquidation : The Company adopted Liquidation Basis of Accounting effective March 31, 2017 upon approval by the Company's stockholders of the Company's Plan of Dissolution. The following is a reconciliation of Stockholders' Equity under the Going Concern Basis of accounting to net assets in liquidation under the Liquidation Basis of Accounting as of March 31, 2017 : Stockholders' Equity as of March 31, 2017 $ 649,048 Increase due to estimated liquidation value of investments in real estate 145,822 Decrease due to adjustment of assets and liabilities to net realizable value (36,300 ) Liability for estimated costs in excess of estimated receipts during liquidation (4,935 ) Adjustment to reflect the change to the liquidation basis of accounting 104,587 Estimated value of net assets in liquidation as of March 31, 2017 $ 753,635 The estimated net assets in liquidation at March 31, 2017 includes projections of costs and expenses to be incurred during the period required to complete the Plan of Dissolution. There is inherent uncertainty with these estimates and they could change materially based on any changes in the underlying assumptions of the projected cash flows. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation : The Liquidation Basis of Accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the Plan of Dissolution. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, direct costs incurred to complete the sale of our real estate investment properties, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid out over the liquidation period. Upon transition to the Liquidation Basis of Accounting on March 31, 2017 , the Company accrued the following revenues and expenses expected to be incurred during liquidation: Rental income from operating leases $ 1,279 General and administrative expenses (15,509 ) Purchase price adjustments (10,707 ) Appreciation of common stock of beneficial interest of EPR during holding period 25,296 Liquidation transaction costs (5,294 ) Liability for estimated costs in excess of estimated receipts during liquidation $ (4,935 )

Liability for Estimated Costs i

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation	Plan of Dissolution: The Plan of Dissolution provides for an orderly sale of the Company's assets, payment of the Company's liabilities and other obligations, the winding up of operations, the payment of liquidating distributions to stockholders and dissolution of the Company. The Company is permitted to provide for the payment of any unascertained or contingent liabilities and may do so by purchasing insurance, establishing a reserve fund or in other ways. The dissolution process and the amount and timing of liquidating distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Condensed Consolidated Statement of Net Assets. The Company expects to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating trust. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company's status as a REIT if it determines that such termination would be in the best interest of the stockholders. Net Assets in Liquidation : The Company adopted Liquidation Basis of Accounting effective March 31, 2017 upon approval by the Company's stockholders of the Company's Plan of Dissolution. The following is a reconciliation of Stockholders' Equity under the Going Concern Basis of accounting to net assets in liquidation under the Liquidation Basis of Accounting as of March 31, 2017 : Stockholders' Equity as of March 31, 2017 $ 649,048 Increase due to estimated liquidation value of investments in real estate 145,822 Decrease due to adjustment of assets and liabilities to net realizable value (36,300 ) Liability for estimated costs in excess of estimated receipts during liquidation (4,935 ) Adjustment to reflect the change to the liquidation basis of accounting 104,587 Estimated value of net assets in liquidation as of March 31, 2017 $ 753,635 The estimated net assets in liquidation at March 31, 2017 includes projections of costs and expenses to be incurred during the period required to complete the Plan of Dissolution. There is inherent uncertainty with these estimates and they could change materially based on any changes in the underlying assumptions of the projected cash flows. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation : The Liquidation Basis of Accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the Plan of Dissolution. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, direct costs incurred to complete the sale of our real estate investment properties, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid out over the liquidation period. Upon transition to the Liquidation Basis of Accounting on March 31, 2017 , the Company accrued the following revenues and expenses expected to be incurred during liquidation: Rental income from operating leases $ 1,279 General and administrative expenses (15,509 ) Purchase price adjustments (10,707 ) Appreciation of common stock of beneficial interest of EPR during holding period 25,296 Liquidation transaction costs (5,294 ) Liability for estimated costs in excess of estimated receipts during liquidation $ (4,935 )

Real Estate Investment Properti

Real Estate Investment Properties	3 Months Ended
	Mar. 31, 2017
Real Estate Investment Property, Net [Abstract]
Real Estate Investment Properties	Real Estate Investment Properties: For each of the quarters ended March 31, 2017 and 2016, the Company had depreciation and amortization expense of approximately $16.6 million . In April 2017, the Company completed the Sale. See Note 10, "Subsequent Events" for additional information.

Intangibles, net

Intangibles, net	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles, net	Intangibles, net: For each of the quarters ended March 31, 2017 and 2016 , the Company had amortization expense of approximately $ 0.2 million .

Indebtedness

Indebtedness	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Indebtedness	Indebtedness : Mortgages and Other Notes Payable — During the three months ended March 31, 2017 , the Company repaid outstanding indebtedness of approximately $3.3 million in scheduled principal payments under its mortgage loans. In January 2017, the Company extended the maturity date on two loans from April 2017 to October 2017. All of the Company's indebtedness was repaid in April 2017 using net sales proceeds from the Sale. See Note 10, "Subsequent Events" for additional information. Mortgage and other notes payable are carried at their contractual amounts due under Liquidation Basis of Accounting. The estimated fair market value and carrying value of the Company’s mortgages and other notes payable were approximately $142.5 million and $143.3 million , respectively, as of March 31, 2017 . The estimated fair market value of the Company’s debt was determined based on rates and spreads the Company would expect to obtain for similar borrowings with similar loan terms. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to the Company’s mortgage notes payable is categorized as Level 3 on the three-level valuation hierarchy.

Related Party Arrangements

Related Party Arrangements	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Arrangements	Related Party Arrangements: For each of the quarters ended March 31, 2017 and 2016 , the Advisor earned fees and incurred reimbursable expenses as follows (in thousands): Quarter Ended 2017 2016 Asset management fees (1) $ 2,763 $ 3,190 Reimbursable expenses: (2) Operating expenses 1,129 1,356 Total fees earned and reimbursable expenses $ 3,892 $ 4,546 FOOTNOTES: (1) Includes approximately $ 0.2 million of asset management fees for the quarter ended March 31, 2016 included as discontinued operations in the accompanying unaudited condensed consolidated statements of operations related to properties that were classified as assets held for sale and qualified as discontinued operations. (2) Amounts representing operating expenses are recorded as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Amounts due to affiliates for operating expenses described above were approximately $0.4 million and $0.5 million as of March 31, 2017 and December 31, 2016 , respectively. In connection with the adoption of the Liquidation Basis of Accounting, the Company accrues costs it expects to incur through the end of liquidation. As of March 31, 2017 , the Company has accrued estimated future asset management fees of approximately $0.9 million and reimbursable operating expenses of approximately $2.4 million in the liability for estimated costs in excess of estimated receipts during liquidation of the accompanying condensed consolidated statement of net assets.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events: On April 6, 2017, the Company completed the Sale and received gross aggregate consideration of approximately $182.6 million in cash and 8,851,264 common shares of beneficial interest of EPR valued at approximately $647.4 million on the date of the Sale, as previously disclosed on Form 8-K filed on April 6, 2017 . The Company used a portion of the net sales proceeds to repay all of its outstanding indebtedness of approximately $143.2 million . In April 2017, the Company's board of directors approved an interim liquidating distribution consisting of approximately $32.5 million , or $0.10 per share, in cash and the 8,851,264 common shares of beneficial interest of EPR. The value of the 8,851,264 common shares of EPR distributed to the Company's stockholders of record as of March 31, 2017 was approximately $672.7 million or $2.07 per share of Company common stock when calculated based on the average trading price of EPR common shares using the high and low trading price on April 20, 2017, the date of the foregoing distribution.

Significant Accounting Polici20

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation and Basis of Presentation Liquidation Basis of Account (Post Plan of Dissolution)	Basis of Presentation — As a result of the approval of the Plan of Dissolution by the stockholders in March 2017, the Company's financial position will be presented using two different methods. The Company adopted the liquidation basis of accounting ("Liquidation Basis of Accounting") as of March 31, 2017 and for the periods subsequent to March 31, 2017. As a result, a new statement of financial position (Statement of Net Assets) is presented, which represents the estimated amount of proceeds that the Company will collect on disposal of assets as it carries out its Plan of Dissolution. All financial results and disclosures through March 31, 2017 prior to the Company's adoption of Liquidation Basis of Accounting, will be presented based on a going concern basis ("Going Concern Basis"), which contemplated the realization of assets and liabilities in the normal course of business. As a result, the balance sheet as of December 31, 2016, and the statements of operations and statements of cash flows for the quarter ended March 31, 2017 and the comparative quarter ended March 31, 2016 , used the Going Concern Basis presentation consistent with the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , as further described below. 3. Significant Accounting Policies (Continued) : Basis of Presentation Liquidation Basis of Accounting (Post-Plan of Dissolution) — Effective with the adoption of the Liquidation Basis of Accounting on March 31, 2017 , assets were adjusted to their estimated liquidation value, which represents the estimated gross amount of proceeds that the Company will collect on disposal of assets in accordance with the terms of the Sale Agreement for its remaining properties. The liquidation value of the Company's operating properties are presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. Liabilities are carried at their contractual amounts due or estimated settlement amounts. The Company accrues costs and income that it expects to incur and earn through the end of liquidation to the extent it has a reasonable basis for estimation. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Condensed Consolidated Statement of Net Assets. Actual costs and income may differ from amounts reflected in the financial statements because of inherent uncertainty in estimating future events. These differences may be material. See Note 5, "Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation" for further discussion. Actual costs incurred but unpaid as of March 31, 2017 are included in accounts payable and other accrued expenses, other liabilities, income tax liabilities, and due to affiliates on the Condensed Consolidated Statement of Net Assets. Net assets in liquidation represents the estimated liquidation value available to stockholders upon liquidation.
Consolidation and Variable Interest Entities (Pre Plan of Dissolution)	Consolidation and Variable Interest Entities (Pre-Plan of Dissolution) — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed consolidated financial statements prepared under the Going Concern Basis reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim period presented. Operating results for the quarter ended March 31, 2017 may not be indicative of the results that may be expected for the year ending December 31, 2017 . Amounts as of December 31, 2016 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date but do not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The accompanying unaudited condensed consolidated financial statements for periods prior to the adoption of the Liquidation Basis of Accounting include the Company’s accounts, the accounts of wholly owned subsidiaries or subsidiaries for which the Company has a controlling interest, the accounts of variable interest entities (“VIEs”) in which the Company is the primary beneficiary, and the accounts of other subsidiaries over which the Company has a controlling financial interest. All material intercompany accounts and transactions were eliminated in consolidation.
Use of Estimates	Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the disclosure of contingent liabilities. Under the Liquidation Basis of Accounting, the Company is required to estimate all costs and income that it expects to incur and earn through the end of the liquidation, including the estimated amount of cash it will collect on the disposal of its assets and estimated costs incurred to dispose of assets. Actual results could differ from those estimates.
Income Taxes	Income Taxes — The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended and related regulations beginning with the year ended December 31, 2004. As a REIT, the Company generally is not subject to federal corporate income taxes provided it distributes at least 100% of its REIT taxable income and capital gains and meets certain other requirements for qualifying as a REIT. Subject to compliance with applicable tax law, certain properties may be operated using an eligible third-party manager. In those cases, taxable income from those operations may be subject to federal income tax.
Adopted Accounting Pronouncements - Going Concern Basis (Pre Plan of Dissolution)	Adopted Accounting Pronouncements — Going Concern Basis (Pre-Plan of Dissolution) — In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held Through Related Parties that are under Common Control,” which requires an entity to consider its indirect interests held by related parties that are under common control on a proportionate basis when evaluating whether the entity is a primary beneficiary of a VIE. The ASU was effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2016. The Company adopted this ASU on January 1, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Net Assets in Liquidation (Tabl

Net Assets in Liquidation (Tables)	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reconciliation Of Stockholders Equity Under Liquidation Basis Of Accounting	The following is a reconciliation of Stockholders' Equity under the Going Concern Basis of accounting to net assets in liquidation under the Liquidation Basis of Accounting as of March 31, 2017 : Stockholders' Equity as of March 31, 2017 $ 649,048 Increase due to estimated liquidation value of investments in real estate 145,822 Decrease due to adjustment of assets and liabilities to net realizable value (36,300 ) Liability for estimated costs in excess of estimated receipts during liquidation (4,935 ) Adjustment to reflect the change to the liquidation basis of accounting 104,587 Estimated value of net assets in liquidation as of March 31, 2017 $ 753,635

Liability for Estimated Costs22

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation (Tables)	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule Of Accrued Revenues and Expenses Related To Liquidation Basis Of Accounting	Upon transition to the Liquidation Basis of Accounting on March 31, 2017 , the Company accrued the following revenues and expenses expected to be incurred during liquidation: Rental income from operating leases $ 1,279 General and administrative expenses (15,509 ) Purchase price adjustments (10,707 ) Appreciation of common stock of beneficial interest of EPR during holding period 25,296 Liquidation transaction costs (5,294 ) Liability for estimated costs in excess of estimated receipts during liquidation $ (4,935 )

Related Party Arrangements (Tab

Related Party Arrangements (Tables)	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Earned Acquisition Fees and Incurred Reimbursable Expenses	For each of the quarters ended March 31, 2017 and 2016 , the Advisor earned fees and incurred reimbursable expenses as follows (in thousands): Quarter Ended 2017 2016 Asset management fees (1) $ 2,763 $ 3,190 Reimbursable expenses: (2) Operating expenses 1,129 1,356 Total fees earned and reimbursable expenses $ 3,892 $ 4,546 FOOTNOTES: (1) Includes approximately $ 0.2 million of asset management fees for the quarter ended March 31, 2016 included as discontinued operations in the accompanying unaudited condensed consolidated statements of operations related to properties that were classified as assets held for sale and qualified as discontinued operations. (2) Amounts representing operating expenses are recorded as part of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Organization and Nature of Bu24

Organization and Nature of Business - Additional Information (Detail) $ in Millions	Apr. 06, 2017USD ($)	Apr. 30, 2017USD ($)	Mar. 31, 2017	Dec. 31, 2016Property	Nov. 30, 2016USD ($)Property
Disposal Group, Not Discontinued Operations
Organization And Nature Of Business [Line Items]
Number of properties held-for-sale | Property				36	36
Consideration					$ 830
Disposal Group, Not Discontinued Operations | Subsequent Event
Organization And Nature Of Business [Line Items]
Proceeds from sale of properties	$ 182.6	$ 182.6
Common stock received as consideration	$ 647.4	$ 647.4
Minimum
Organization And Nature Of Business [Line Items]
Long-term lease (in years)			5 years
Maximum
Organization And Nature Of Business [Line Items]
Long-term lease (in years)			20 years

Significant Accounting Polici25

Significant Accounting Policies - Additional Information (Details)	Dec. 31, 2016USD ($)
Income Tax [Line Items]
Income tax liabilities	$ 8,424,000
2,015
Income Tax [Line Items]
Income tax liabilities	8,400,000
2,014
Income Tax [Line Items]
Income tax liabilities	0
2,016
Income Tax [Line Items]
Income tax liabilities	$ 0

Net Assets in Liquidation - Rec

Net Assets in Liquidation - Reconciliation of Stockholders' Equity Under Liquidation (Details) - Liquidation Basis $ in Thousands	Mar. 31, 2017USD ($)
Summary of Liquidation [Line Items]
Stockholders' Equity as of March 31, 2017	$ 649,048
Adjustments to reflect the change to the liquidation basis of accounting	104,587
Estimated value of net assets in liquidation as of March 31, 2017	753,635
Increase due to estimated liquidation value of investments in real estate
Summary of Liquidation [Line Items]
Adjustments to reflect the change to the liquidation basis of accounting	145,822
Decrease due to adjustment of assets and liabilities to net realizable value
Summary of Liquidation [Line Items]
Adjustments to reflect the change to the liquidation basis of accounting	(36,300)
Liability for estimated costs in excess of estimated receipts during liquidation
Summary of Liquidation [Line Items]
Adjustments to reflect the change to the liquidation basis of accounting	$ (4,935)

Liability for Estimated Costs27

Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation - Summary of Accrued Revenues and Expenses (Details) $ in Thousands	Mar. 31, 2017USD ($)
Summary of Liquidation [Line Items]
Liability for estimated costs in excess of estimated receipts during liquidation	$ 4,935
Liquidation Basis
Summary of Liquidation [Line Items]
Rental income from operating leases	1,279
General and administrative expenses	(15,509)
Purchase price adjustments	(10,707)
Appreciation of common stock of beneficial interest of EPR during holding period	25,296
Liquidation transaction costs	(5,294)
Liability for estimated costs in excess of estimated receipts during liquidation	$ 4,935

Real Estate Investment Proper28

Real Estate Investment Properties - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Real Estate Properties [Line Items]
Depreciation and amortization expenses	$ 16,750	$ 16,822
Continuing Operations
Real Estate Properties [Line Items]
Depreciation and amortization expenses	$ 16,600	$ 16,600

Intangibles, net - Additional I

Intangibles, net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 0.2	$ 0.2

Indebtedness - Additional Infor

Indebtedness - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2017Loan	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Debt Instrument [Line Items]
Principal payments on mortgage loans and senior notes		$ 3,295	$ 5,002
Number of mortgage loans with extended maturity dates | Loan	2
Mortgages and other notes payable				$ 146,251
Estimate of Fair Value, Fair Value Disclosure
Debt Instrument [Line Items]
Mortgages and other notes payable		142,500
Carrying (Reported) Amount, Fair Value Disclosure
Debt Instrument [Line Items]
Mortgages and other notes payable		143,300
Mortgages
Debt Instrument [Line Items]
Principal payments on mortgage loans and senior notes		$ 3,300

Related Party Transactions - Ad

Related Party Transactions - Adviser and Former Adviser Earned Fees and Incurred Reimbursable Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Asset management fees	$ 2,763	$ 3,190
Reimbursable expenses:
Operating expenses	1,129	1,356
Total fees earned and reimbursable expenses	3,892	4,546
Asset management fees included as discontinued operations		$ 200
Due to affiliates			$ 475
Liability for estimated costs in excess of estimated receipts during liquidation	4,935
Liquidation Basis
Reimbursable expenses:
Due to affiliates	429
Liability for estimated costs in excess of estimated receipts during liquidation	4,935
Liquidation Basis | Asset Management Fees
Reimbursable expenses:
Liability for estimated costs in excess of estimated receipts during liquidation	900
Liquidation Basis | Reimbursable Operating Expenses
Reimbursable expenses:
Liability for estimated costs in excess of estimated receipts during liquidation	2,400
Operating expenses
Reimbursable expenses:
Due to affiliates	$ 400		$ 500

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions	Apr. 06, 2017	Apr. 30, 2017
Subsequent Event [Line Items]
Common stock received as consideration (in shares)		8,851,264
Dividends declared		$ 32.5
Dividends declared per share (in dollars per share)		$ 0.10
Disposal Group, Not Discontinued Operations
Subsequent Event [Line Items]
Proceeds from sale of properties	$ 182.6	$ 182.6
Common stock received as consideration (in shares)	8,851,264
Common stock received as consideration	$ 647.4	647.4
Principal payments on mortgage loans	$ 143.2
Equity received from disposal group		$ 672.7
Equity received from disposal group per share (in dollars per share)		$ 2.068669414