Condensed Consolidating Financial Statements |
Condensed Consolidating Financial Statements
A portion of our subsidiaries have guaranteed the Company’s indebtedness under the unsecured senior notes and the unsecured revolving credit facility. The guarantees are joint and several, full and unconditional. The following summarizes the Company’s condensed consolidating information as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 (in thousands): 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 | $ | — |
| | $ | 1,103,184 |
| | $ | 781,909 |
| | $ | — |
| | $ | 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, net | — |
| | 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 |
| | 460 |
| | 8,673 |
| | — |
| | 10,664 |
| Restricted cash | — |
| | 8,590 |
| | 15,401 |
| | — |
| | 23,991 |
| Deferred financing costs, net | 13,563 |
| | 4,776 |
| | 1,340 |
| | — |
| | 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 |
| | $ | 1,811,379 |
| | $ | 1,095,533 |
| | $ | (2,338,330 | ) | | $ | 2,946,730 |
| Liabilities and Equity | | | | | | | | | | Liabilities: | | | | | | | | | | Accounts payable and accrued liabilities | $ | 37,441 |
| | $ | 16,524 |
| | $ | 11,516 |
| | $ | — |
| | $ | 65,481 |
| Dividends payable | 41,186 |
| | — |
| | — |
| | — |
| | 41,186 |
| Unearned rents and interest | — |
| | 7,203 |
| | 4,130 |
| | — |
| | 11,333 |
| Intercompany notes payable | — |
| | — |
| | 107,251 |
| | (107,251 | ) | | — |
| Long-term debt | 840,000 |
| | 39,000 |
| | 489,832 |
| | — |
| | 1,368,832 |
| Total liabilities | 918,627 |
| | 62,727 |
| | 612,729 |
| | (107,251 | ) | | 1,486,832 |
| EPR Properties shareholders’ equity | 1,459,521 |
| | 1,748,652 |
| | 482,427 |
| | (2,231,079 | ) | | 1,459,521 |
| Noncontrolling interests | — |
| | — |
| | 377 |
| | — |
| | 377 |
| Equity | $ | 1,459,521 |
| | $ | 1,748,652 |
| | $ | 482,804 |
| | $ | (2,231,079 | ) | | $ | 1,459,898 |
| Total liabilities and equity | $ | 2,378,148 |
| | $ | 1,811,379 |
| | $ | 1,095,533 |
| | $ | (2,338,330 | ) | | $ | 2,946,730 |
|
Condensed Consolidating Balance Sheet As of December 31, 2011
| | | | | | | | | | | | | | | | | | | | | | EPR Properties (Issuer) | | Wholly Owned Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Consolidated Elimination | | Consolidated | Assets | | | | | | | | | | Rental properties, net | $ | — |
| | $ | 958,033 |
| | $ | 861,143 |
| | $ | — |
| | $ | 1,819,176 |
| Rental properties held for sale, net | — |
| | — |
| | 4,696 |
| | — |
| | 4,696 |
| Land held for development | — |
| | — |
| | 184,457 |
| | — |
| | 184,457 |
| Property under development | — |
| | 18,295 |
| | 4,466 |
| | — |
| | 22,761 |
| Mortgage notes and related accrued interest receivable, net | — |
| | 323,794 |
| | 1,303 |
| | — |
| | 325,097 |
| Investment in a direct financing lease, net | — |
| | 233,619 |
| | — |
| | — |
| | 233,619 |
| Investment in joint ventures | 20,821 |
| | — |
| | 4,232 |
| | — |
| | 25,053 |
| Cash and cash equivalents | 1,932 |
| | 1,141 |
| | 11,552 |
| | — |
| | 14,625 |
| Restricted cash | — |
| | 9,877 |
| | 9,435 |
| | — |
| | 19,312 |
| Deferred financing costs, net | 9,291 |
| | 7,380 |
| | 1,856 |
| | — |
| | 18,527 |
| Accounts receivable, net | 79 |
| | 10,041 |
| | 24,885 |
| | — |
| | 35,005 |
| Intercompany notes receivable | 100,030 |
| | — |
| | 3,788 |
| | (103,818 | ) | | — |
| Investments in subsidiaries | 1,627,298 |
| | — |
| | — |
| | (1,627,298 | ) | | — |
| Other assets | 14,869 |
| | 3,615 |
| | 13,183 |
| | — |
| | 31,667 |
| Total assets | $ | 1,774,320 |
| | $ | 1,565,795 |
| | $ | 1,124,996 |
| | $ | (1,731,116 | ) | | $ | 2,733,995 |
| Liabilities and Equity | | | | | | | | | | Liabilities: | | | | | | | | | | Accounts payable and accrued liabilities | $ | 15,560 |
| | $ | 9,724 |
| | $ | 10,752 |
| | $ | — |
| | $ | 36,036 |
| Dividends payable | 38,711 |
| | — |
| | — |
| | — |
| | 38,711 |
| Unearned rents and interest | — |
| | 5,410 |
| | 1,440 |
| | — |
| | 6,850 |
| Intercompany notes payable | — |
| | — |
| | 103,818 |
| | (103,818 | ) | | — |
| Long-term debt | 250,000 |
| | 396,347 |
| | 507,948 |
| | — |
| | 1,154,295 |
| Total liabilities | 304,271 |
| | 411,481 |
| | 623,958 |
| | (103,818 | ) | | 1,235,892 |
| EPR Properties shareholders’ equity | 1,470,049 |
| | 1,154,314 |
| | 472,984 |
| | (1,627,298 | ) | | 1,470,049 |
| Noncontrolling interests | — |
| | — |
| | 28,054 |
| | — |
| | 28,054 |
| Equity | $ | 1,470,049 |
| | $ | 1,154,314 |
| | $ | 501,038 |
| | $ | (1,627,298 | ) | | $ | 1,498,103 |
| Total liabilities and equity | $ | 1,774,320 |
| | $ | 1,565,795 |
| | $ | 1,124,996 |
| | $ | (1,731,116 | ) | | $ | 2,733,995 |
|
Condensed Consolidating Statement of Income For the Year Ended December 31, 2012
| | | | | | | | | | | | | | | | | | | | | | EPR Properties (Issuer) | | Wholly Owned Subsidiary Guarantors | | Non- Guarantors Subsidiaries | | Consolidated Elimination | | Consolidated | Rental revenue | $ | — |
| | $ | 136,055 |
| | $ | 102,385 |
| | $ | — |
| | $ | 238,440 |
| Tenant reimbursements | — |
| | 1,650 |
| | 16,925 |
| | — |
| | 18,575 |
| Other income (expense) | 93 |
| | (3 | ) | | 679 |
| | — |
| | 769 |
| Mortgage and other financing income | 494 |
| | 60,089 |
| | 3,419 |
| | — |
| | 64,002 |
| Intercompany fee income | 2,706 |
| | — |
| | — |
| | (2,706 | ) | | — |
| Interest income on intercompany notes receivable | 16,967 |
| | — |
| | 353 |
| | (17,320 | ) | | — |
| Total revenue | 20,260 |
| | 197,791 |
| | 123,761 |
| | (20,026 | ) | | 321,786 |
| Equity in subsidiaries’ earnings | 137,443 |
| | — |
| | — |
| | (137,443 | ) | | — |
| Property operating expense | — |
| | 4,860 |
| | 20,423 |
| | — |
| | 25,283 |
| Intercompany fee expense | — |
| | — |
| | 2,706 |
| | (2,706 | ) | | — |
| Other expense | — |
| | 4 |
| | 1,677 |
| | — |
| | 1,681 |
| General and administrative expense | — |
| | 14,049 |
| | 9,121 |
| | — |
| | 23,170 |
| Costs associated with loan refinancing or payoff | — |
| | 477 |
| | 150 |
| | — |
| | 627 |
| Interest expense, net | 35,240 |
| | 10,796 |
| | 30,620 |
| | — |
| | 76,656 |
| Interest expense on intercompany notes payable | — |
| | — |
| | 17,320 |
| | (17,320 | ) | | — |
| Transaction costs | 404 |
| | — |
| | — |
| | — |
| | 404 |
| Impairment charges | — |
| | — |
| | 10,870 |
| | — |
| | 10,870 |
| Depreciation and amortization | 1,039 |
| | 24,732 |
| | 24,483 |
| | — |
| | 50,254 |
| Income before equity in income from joint ventures and discontinued operations | 121,020 |
| | 142,873 |
| | 6,391 |
| | (137,443 | ) | | 132,841 |
| Equity in income from joint ventures | 536 |
| | — |
| | 489 |
| | — |
| | 1,025 |
| Income from continuing operations | $ | 121,556 |
| | $ | 142,873 |
| | $ | 6,880 |
| | $ | (137,443 | ) | | $ | 133,866 |
| Discontinued operations: | | | | | | | | | | Income (loss) from discontinued operations | — |
| | (2 | ) | | 866 |
| | — |
| | 864 |
| Impairment charges | — |
| | — |
| | (13,039 | ) | | — |
| | (13,039 | ) | Gain (loss) on sale or acquisition of real estate | — |
| | 282 |
| | (309 | ) | | — |
| | (27 | ) | Net income (loss) | 121,556 |
| | 143,153 |
| | (5,602 | ) | | (137,443 | ) | | 121,664 |
| Add: Net income attributable to noncontrolling interests | — |
| | — |
| | (108 | ) | | — |
| | (108 | ) | Net income (loss) attributable to EPR Properties | 121,556 |
| | 143,153 |
| | (5,710 | ) | | (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 |
| | $ | 143,153 |
| | $ | (5,710 | ) | | $ | (137,443 | ) | | $ | 93,160 |
| Comprehensive income (loss) attributable to EPR Properties | $ | 118,715 |
| | $ | 143,076 |
| | $ | (4,626 | ) | | $ | (138,450 | ) | | $ | 118,715 |
|
Condensed Consolidating Statement of Income For the Year Ended December 31, 2011
| | | | | | | | | | | | | | | | | | | | | | EPR Properties (Issuer) | | Wholly Owned Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Consolidated Elimination | | Consolidated | Rental revenue | $ | — |
| | $ | 122,486 |
| | $ | 101,767 |
| | $ | — |
| | $ | 224,253 |
| Tenant reimbursements | — |
| | 1,778 |
| | 16,187 |
| | — |
| | 17,965 |
| Other income | 94 |
| | 8 |
| | 325 |
| | — |
| | 427 |
| Mortgage and other financing income | 416 |
| | 54,689 |
| | 528 |
| | — |
| | 55,633 |
| Intercompany fee income | 2,726 |
| | — |
| | — |
| | (2,726 | ) | | — |
| Interest income on intercompany notes receivable | 16,665 |
| | — |
| | 2,365 |
| | (19,030 | ) | | — |
| Total revenue | 19,901 |
| | 178,961 |
| | 121,172 |
| | (21,756 | ) | | 298,278 |
| Equity in subsidiaries’ earnings | 111,301 |
| | — |
| | — |
| | (111,301 | ) | | — |
| Property operating expense | — |
| | 4,028 |
| | 20,188 |
| | — |
| | 24,216 |
| Intercompany fee expense | — |
| | — |
| | 2,726 |
| | (2,726 | ) | | — |
| Other expense | — |
| | 21 |
| | 1,926 |
| | — |
| | 1,947 |
| General and administrative expense | — |
| | 12,008 |
| | 8,165 |
| | — |
| | 20,173 |
| Costs associated with loan refinancing or payoff, net | — |
| | — |
| | 3,700 |
| | — |
| | 3,700 |
| Interest expense, net | 20,069 |
| | 19,559 |
| | 31,853 |
| | — |
| | 71,481 |
| Interest expense on intercompany notes payable | — |
| | — |
| | 19,030 |
| | (19,030 | ) | | — |
| Transaction costs | 1,403 |
| | — |
| | 324 |
| | — |
| | 1,727 |
| Impairment charges | — |
| | — |
| | 18,684 |
| | — |
| | 18,684 |
| Depreciation and amortization | 1,062 |
| | 21,367 |
| | 23,326 |
| | — |
| | 45,755 |
| Income (loss) before equity in income from joint ventures and discontinued operations | 108,668 |
| | 121,978 |
| | (8,750 | ) | | (111,301 | ) | | 110,595 |
| Equity in income from joint ventures | 2,805 |
| | — |
| | 42 |
| | — |
| | 2,847 |
| Income (loss) from continuing operations | $ | 111,473 |
| | $ | 121,978 |
| | $ | (8,708 | ) | | $ | (111,301 | ) | | $ | 113,442 |
| Discontinued operations: | | | | | | | | | | Interest income on intercompany notes receivable | 3,755 |
| | — |
| | — |
| | (3,755 | ) | | — |
| Interest expense on intercompany notes payable | — |
| | (3,755 | ) | | — |
| | 3,755 |
| | — |
| Income (loss) from discontinued operations | — |
| | 1,888 |
| | (2,234 | ) | | — |
| | (346 | ) | Impairment charges | — |
| | — |
| | (17,372 | ) | | | | (17,372 | ) | Transaction costs | — |
| | — |
| | (3 | ) | | — |
| | (3 | ) | Gain on sale or acquisition of real estate | — |
| | 19,530 |
| | 15 |
| | — |
| | 19,545 |
| Net income (loss) | 115,228 |
| | 139,641 |
| | (28,302 | ) | | (111,301 | ) | | 115,266 |
| Add: Net loss attributable to noncontrolling interests | — |
| | — |
| | (38 | ) | | — |
| | (38 | ) | Net income (loss) attributable to EPR Properties | 115,228 |
| | 139,641 |
| | (28,340 | ) | | (111,301 | ) | | 115,228 |
| Preferred dividend requirements | (28,140 | ) | | — |
| | — |
| | — |
| | (28,140 | ) | Preferred share redemption costs | (2,769 | ) | | — |
| | — |
| | — |
| | (2,769 | ) | Net income (loss) available to common shareholders of EPR Properties | $ | 84,319 |
| | $ | 139,641 |
| | $ | (28,340 | ) | | $ | (111,301 | ) | | $ | 84,319 |
| Comprehensive income (loss) attributable to EPR Properties | $ | 118,499 |
| | $ | 141,292 |
| | $ | (26,719 | ) | | $ | (114,573 | ) | | $ | 118,499 |
|
Condensed Consolidating Statement of Income For the Year Ended December 31, 2010
| | | | | | | | | | | | | | | | | | | | | | EPR Properties (Issuer) | | Wholly Owned Subsidiary Guarantors | | Non- Guarantor Subsidiaries | | Consolidated Elimination | | Consolidated | Rental revenue | $ | — |
| | $ | 113,374 |
| | $ | 99,757 |
| | $ | — |
| | $ | 213,131 |
| Tenant reimbursements | — |
| | 1,714 |
| | 15,386 |
| | — |
| | 17,100 |
| Other income | 101 |
| | 6 |
| | 429 |
| | — |
| | 536 |
| Mortgage and other financing income | 456 |
| | 51,102 |
| | 523 |
| | — |
| | 52,081 |
| Intercompany fee income | 2,595 |
| | — |
| | — |
| | (2,595 | ) | | — |
| Interest income on intercompany notes receivable | 15,389 |
| | — |
| | 2,185 |
| | (17,574 | ) | | — |
| Total revenue | 18,541 |
| | 166,196 |
| | 118,280 |
| | (20,169 | ) | | 282,848 |
| Equity in subsidiaries’ earnings | 92,944 |
| | — |
| | — |
| | (92,944 | ) | | — |
| Property operating expense | 12 |
| | 3,960 |
| | 18,745 |
| | — |
| | 22,717 |
| Intercompany fee expense | — |
| | — |
| | 2,595 |
| | (2,595 | ) | | — |
| Other expense | — |
| | 62 |
| | 1,044 |
| | — |
| | 1,106 |
| General and administrative expense | — |
| | 10,412 |
| | 7,813 |
| | — |
| | 18,225 |
| Costs associated with loan refinancing or payoff | — |
| | 11,288 |
| | 95 |
| | — |
| | 11,383 |
| Interest expense, net | 10,244 |
| | 23,759 |
| | 36,331 |
| | — |
| | 70,334 |
| Interest expense on intercompany notes payable | — |
| | — |
| | 17,574 |
| | (17,574 | ) | | — |
| Transaction costs | 347 |
| | — |
| | 170 |
| | — |
| | 517 |
| Provision for loan losses | — |
| | — |
| | 700 |
| | — |
| | 700 |
| Impairment charges | 463 |
| | — |
| | — |
| | — |
| | 463 |
| Depreciation and amortization | 596 |
| | 19,272 |
| | 23,208 |
| | — |
| | 43,076 |
| Income before equity in income from joint ventures and discontinued operations | 99,823 |
| | 97,443 |
| | 10,005 |
| | (92,944 | ) | | 114,327 |
| Equity in income from joint ventures | 2,295 |
| | — |
| | (157 | ) | | — |
| | 2,138 |
| Income from continuing operations | $ | 102,118 |
| | $ | 97,443 |
| | $ | 9,848 |
| | $ | (92,944 | ) | | $ | 116,465 |
| Discontinued operations: | | | | | | | | | | Interest income on intercompany notes receivable | 12,756 |
| | — |
| | 1,000 |
| | (13,756 | ) | | — |
| Interest expense on intercompany notes payable | — |
| | (12,756 | ) | | (1,000 | ) | | 13,756 |
| | — |
| Loss from discontinued operations | — |
| | (701 | ) | | (3,726 | ) | | — |
| | (4,427 | ) | Transaction costs | — |
| | (7,270 | ) | | — |
| | — |
| | (7,270 | ) | Gain (loss) on sale or acquisition of real estate | — |
| | 9,023 |
| | (736 | ) | | | | 8,287 |
| Net income | 114,874 |
| | 85,739 |
| | 5,386 |
| | (92,944 | ) | | 113,055 |
| Add: Net loss attributable to noncontrolling interests | — |
| | — |
| | 1,819 |
| | — |
| | 1,819 |
| Net income attributable to EPR Properties | 114,874 |
| | 85,739 |
| | 7,205 |
| | (92,944 | ) | | 114,874 |
| Preferred dividend requirements | (30,206 | ) | | — |
| | — |
| | — |
| | (30,206 | ) | Net income available to common shareholders of EPR Properties | $ | 84,668 |
| | $ | 85,739 |
| | $ | 7,205 |
| | $ | (92,944 | ) | | $ | 84,668 |
| Comprehensive income attributable to EPR Properties | $ | 126,080 |
| | $ | 96,996 |
| | $ | 7,154 |
| | $ | (104,150 | ) | | $ | 126,080 |
|
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 | ) | | 163,010 |
| | 64,185 |
| | 207,255 |
| Net cash provided (used) by operating activities | (267 | ) | | 163,010 |
| | 44,512 |
| | 207,255 |
| Investing activities: | | | | | | |
| Acquisition of rental properties and other assets | (422 | ) | | (67,890 | ) | | (4,876 | ) | | (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 | ) | | 447,674 |
| | (30,815 | ) | | — |
| Net cash provided (used) by investing activities of continuing operations | (422,155 | ) | | 193,379 |
| | (69,140 | ) | | (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 | ) | | 193,661 |
| | (27,289 | ) | | (255,783 | ) | Financing activities: | | | | | | | | Proceeds from long-term debt facilities | 590,000 |
| | 281,000 |
| | — |
| | 871,000 |
| Principal payments on long-term debt | — |
| | (638,347 | ) | | (20,224 | ) | | (658,571 | ) | Deferred financing fees paid | (5,770 | ) | | — |
| | (30 | ) | | (5,800 | ) | 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 | 422,021 |
| | (357,347 | ) | | (20,254 | ) | | 44,420 |
| Effect of exchange rate changes on cash | — |
| | (5 | ) | | 152 |
| | 147 |
| Net decrease in cash and cash equivalents | (401 | ) | | (681 | ) | | (2,879 | ) | | (3,961 | ) | Cash and cash equivalents at beginning of the period | 1,932 |
| | 1,141 |
| | 11,552 |
| | 14,625 |
| Cash and cash equivalents at end of the period | $ | 1,531 |
| | $ | 460 |
| | $ | 8,673 |
| | $ | 10,664 |
|
Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2011
| | | | | | | | | | | | | | | | | | EPR Properties (Issuer) | | Wholly Owned Subsidiary Guarantors | | Non-Guarantor Subsidiaries | | Consolidated | Intercompany fee income (expense) | $ | 2,726 |
| | $ | — |
| | $ | (2,726 | ) | | $ | — |
| Interest income (expense) on intercompany receivable/payable | 16,665 |
| | — |
| | (16,665 | ) | | — |
| Net cash provided (used) by other operating activities | (12,924 | ) | | 147,972 |
| | 60,751 |
| | 195,799 |
| Net cash provided by operating activities | 6,467 |
| | 147,972 |
| | 41,360 |
| | 195,799 |
| Investing activities: | | | | | | |
| Acquisition of rental properties and other assets | (603 | ) | | (46,822 | ) | | (5,750 | ) | | (53,175 | ) | Investment in unconsolidated joint ventures | (2,773 | ) | | — |
| | (1,197 | ) | | (3,970 | ) | Investment in mortgage note receivable | — |
| | (18,391 | ) | | (1,297 | ) | | (19,688 | ) | Investment in a direct financing lease, net | — |
| | (2,113 | ) | | — |
| | (2,113 | ) | Additions to property under development | — |
| | (53,355 | ) | | (4,571 | ) | | (57,926 | ) | Investment in intercompany notes payable | 127,111 |
| | (132,074 | ) | | 4,963 |
| | — |
| Advances to subsidiaries, net | 108,495 |
| | (170,198 | ) | | 61,703 |
| | — |
| Net cash provided (used) by investing activities of continuing operations | 232,230 |
| | (422,953 | ) | | 53,851 |
| | (136,872 | ) | Net cash used in investing activites of discontinued operations | — |
| | (58 | ) | | — |
| | (58 | ) | Net proceeds from sale of discontinued operations | — |
| | 205,936 |
| | 20,676 |
| | 226,612 |
| Net cash provided (used) in investing activites | 232,230 |
| | (217,075 | ) | | 74,527 |
| | 89,682 |
| Financing activities: | | | | | | | | Proceeds from long-term debt facilities | — |
| | 387,000 |
| | — |
| | 387,000 |
| Principal payments on long-term debt | — |
| | (314,973 | ) | | (110,886 | ) | | (425,859 | ) | Deferred financing fees paid | (396 | ) | | (3,330 | ) | | (5 | ) | | (3,731 | ) | Net proceeds from issuance of common shares | 253 |
| | — |
| | — |
| | 253 |
| Redemption of preferred shares | (80,030 | ) | | — |
| | — |
| | (80,030 | ) | Impact of stock option exercises, net | 966 |
| | — |
| | — |
| | 966 |
| Purchase of common shares for treasury | (3,070 | ) | | — |
| | — |
| | (3,070 | ) | Dividends paid to shareholders | (157,844 | ) | | — |
| | — |
| | (157,844 | ) | Net cash provided (used) by financing activities | (240,121 | ) | | 68,697 |
| | (110,891 | ) | | (282,315 | ) | Effect of exchange rate changes on cash | — |
| | (166 | ) | | (151 | ) | | (317 | ) | Net increase (decrease) in cash and cash equivalents | (1,424 | ) | | (572 | ) | | 4,845 |
| | 2,849 |
| Cash and cash equivalents at beginning of the period | 3,356 |
| | 1,713 |
| | 6,707 |
| | 11,776 |
| Cash and cash equivalents at end of the period | $ | 1,932 |
| | $ | 1,141 |
| | $ | 11,552 |
| | $ | 14,625 |
|
Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2010
| | | | | | | | | | | | | | | | | | EPR Properties (Issuer) | | Wholly Owned Subsidiary Guarantors | | Non-Guarantor Subsidiaries | | Consolidated | Intercompany fee income (expense) | $ | 2,595 |
| | $ | — |
| | $ | (2,595 | ) | | $ | — |
| Interest income (expense) on intercompany receivable/payable | 15,389 |
| | — |
| | (15,389 | ) | | — |
| Net cash provided by other operating activities | 16,964 |
| | 113,243 |
| | 50,184 |
| | 180,391 |
| Net cash provided by operating activities | 34,948 |
| | 113,243 |
| | 32,200 |
| | 180,391 |
| Investing activities: | | | | | | |
| Acquisition of rental properties and other assets | (4,286 | ) | | (128,371 | ) | | 1,600 |
| | (131,057 | ) | Investment in unconsolidated joint ventures | (15,662 | ) | | — |
| | (1,029 | ) | | (16,691 | ) | Cash paid related to Cappelli settlement | 3,483 |
| | — |
| | (8,069 | ) | | (4,586 | ) | Proceeds from promissory note receivable paydown | — |
| | (5,696 | ) | | — |
| | (5,696 | ) | Investment in direct financing lease, net | — |
| | (51,833 | ) | | — |
| | (51,833 | ) | Additions to property under development | — |
| | (1,804 | ) | | (3,130 | ) | | (4,934 | ) | Investment in intercompany notes payable | (42,801 | ) | | 38,363 |
| | 4,438 |
| | — |
| Advances to subsidiaries, net | (218,024 | ) | | 174,829 |
| | 43,195 |
| | — |
| Net cash provided (used) by investing activities of continuing operations | (277,290 | ) | | 25,488 |
| | 37,005 |
| | (214,797 | ) | Net cash used by other investing activities of discontinued operations | — |
| | (111,718 | ) | | (1,259 | ) | | (112,977 | ) | Net proceeds from sale of real estate from discontinued operations | — |
| | — |
| | 7,456 |
| | 7,456 |
| Net cash provided (used) by investing activities | (277,290 | ) | | (86,230 | ) | | 43,202 |
| | (320,318 | ) | Financing activities: | | | | | | | | Proceeds from long-term debt facilities | 245,725 |
| | 524,500 |
| | — |
| | 770,225 |
| Principal payments on long-term debt | — |
| | (543,569 | ) | | (72,925 | ) | | (616,494 | ) | Deferred financing fees paid | (5,686 | ) | | (5,870 | ) | | (53 | ) | | (11,609 | ) | Net proceeds from issuance of common shares | 141,134 |
| | — |
| | — |
| | 141,134 |
| Impact of stock option exercises, net | (815 | ) | | — |
| | — |
| | (815 | ) | Purchase of common shares for treasury | (2,182 | ) | | — |
| | — |
| | (2,182 | ) | Dividends paid to shareholders | (146,324 | ) | | — |
| | — |
| | (146,324 | ) | Other, net | 281 |
| | — |
| | 10 |
| | 291 |
| Net cash provided (used) by financing activities of continuing operations | 232,133 |
| | (24,939 | ) | | (72,968 | ) | | 134,226 |
| Net cash used by financing activities of discontinued operations | — |
| | (1,348 | ) | | (4,923 | ) | | (6,271 | ) | Net cash provided (used) by financing activities | 232,133 |
| | (26,287 | ) | | (77,891 | ) | | 127,955 |
| Effect of exchange rate changes on cash | — |
| | 881 |
| | (271 | ) | | 610 |
| Net increase (decrease) in cash and cash equivalents | (10,209 | ) | | 1,607 |
| | (2,760 | ) | | (11,362 | ) | Cash and cash equivalents at beginning of the period | 13,565 |
| | 106 |
| | 9,467 |
| | 23,138 |
| Cash and cash equivalents at end of the period | $ | 3,356 |
| | $ | 1,713 |
| | $ | 6,707 |
| | $ | 11,776 |
|
|