Exhibit 99.2
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Supplemental Operating and Financial Data
First Quarter Ended March 31, 2010
Entertainment Properties Trust
Supplemental Operating and Financial Data
First Quarter Ended March 31, 2010
Table of Contents
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Section | | Page |
| |
Company Profile | | 4 |
Investor Information | | 5 |
Selected Financial Information | | 6 |
Selected Balance Sheet Information | | 7 |
Selected Operating Data | | 8 |
Funds From Operations | | 9 |
Adjusted Funds From Operations | | 10 |
Capital Structure | | 11 |
Ratios | | 14 |
Capital Spending and Disposition Summaries | | 17 |
Financial and Investment Information by Asset Type | | 18 |
Lease Expirations Excluding Non-Theatre Retail | | 21 |
Top Ten Customers by Revenue | | 22 |
Summary of Mortgage Notes Receivable | | 23 |
Summary of Notes Receivable | | 24 |
Summary of Unconsolidated Joint Ventures | | 25 |
Definitions | | 26 |
2
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS
With the exception of historical information, certain information contained or incorporated by reference herein constitutes forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements may refer to our financial condition, results of operations, plans, objectives, acquisition or disposition of properties, future expenditures for development projects, capital resources, future financial performance and business. Forward-looking statements are not guarantees of performance. They involve numerous risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. In addition, references to our budgeted amounts are forward looking statements. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Risk Factors” in our most recent annual report on Form 10-K and, to the extent applicable, in our quarterly reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date indicated herein or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
DEFINITIONS
See pages 26 and 27 for definitions of certain non-GAAP financial measures used in this document.
3
Entertainment Properties Trust
Company Profile
The Company
Entertainment Properties Trust (“EPR” or the “Company”) is a self administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust (“REIT”), and an initial public offering was completed on November 18, 1997. Since that time the Company has grown into one of the pre-eminent owners of entertainment-based real estate.
Company Strategy
EPR’s primary business objective is to enhance shareholder value by achieving predictable and increasing Funds from Operations (“FFO”) and dividends per share through the acquisition, development and financing of high-quality properties which meet our Five Star Investment Strategy. As a part of our growth strategies, we will consider acquiring or developing additional megaplex theatre properties, and acquiring or developing entertainment, entertainment-related, recreational or specialty properties. We will also consider acquiring or developing additional entertainment retail centers. We may also pursue opportunities to provide mortgage financing for these same property types in certain situations. In executing our growth strategies, we will employ moderate leverage. We have historically paid out approximately 75% of our FFO in the form of quarterly dividends. This allows investors to realize a portion of their returns on a current basis.
Five Star Investment Strategy
Our investments are evaluated against the following five criteria:
Inflection Opportunity: A generational renewal or restructuring change in an industry’s properties that creates an opportunity for insightful capital.
Enduring Value: Investment in real estate devoted to and improving upon long-lived activities.
Excellent Execution:Premium locations and investment executions that lead to market-dominant performance and create credit beyond the particular tenant.
Attractive Economics: Accretive initial returns along with growth in yield over the life of our investments in categories of meaningful size.
Advantageous Position: Sustainable competitive advantages based on knowledge, relationships or access to key investment elements.
4
Entertainment Properties Trust
Investor Information
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Senior Management |
| |
David Brain | | Greg Silvers |
President and Chief Executive Officer | | Vice President and Chief Operating Officer |
| |
Mark Peterson | | Jerry Earnest |
Vice President and Chief Financial Officer | | Vice President and Chief Investment Officer |
| |
Mike Hirons | | |
Vice President, Finance | | |
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Company Information |
| |
Corporate Headquarters | | Trading Symbols |
30 West Pershing Road, Suite 201 | | Common Stock: |
Kansas City, MO 64108 | | EPR |
888-EPR-REIT | | Preferred Stock: |
www.eprkc.com | | EPR-PrB |
| | EPR-PrC |
Stock Exchange Listing | | EPR-PrD |
New York Stock Exchange | | EPR-PrE |
| | | | |
Equity Research Coverage |
| | |
J.P. Morgan | | Anthony Palone | | 212-622-6682 |
RBC Capital Markets | | Richard Moore | | 440-715-2646 |
Citi Global Markets | | Michael Bilerman/Gregory Schweitzer | | 212-816-4471 |
Keybanc Capital Markets | | Jordan Sadler | | 917-368-2280 |
FBR Capital Markets & Co. | | Gabe Poggi | | 703-469-1141 |
BMO Capital Markets | | Paul Adornato | | 212-885-4170 |
Kansas City Capital | | Johnathan Braatz | | 816-932-8019 |
Janney Montgomery Scott | | Andrew DiZio | | 215-665-6439 |
Entertainment Properties Trust is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding Entertainment Properties Trust’s performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of Entertainment Properties Trust or its management. Entertainment Properties Trust does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.
5
Entertainment Properties Trust
Selected Financial Information
(Unaudited, dollars and shares in thousands)
| | | | | | | | |
| | Three Months Ended March 31, | |
| | 2010 | | | 2009 | |
Operating Information | | | | | | | | |
Revenue from continuing operations | | $ | 75,460 | | | $ | 66,704 | |
Net income available to common shareholders of Entertainment Properties Trust | | | 22,523 | | | | 17,777 | |
Earnings before interest, taxes, depreciation and amortization (EBITDA) (1) | | | 52,012 | | | | 53,942 | |
Adjusted EBITDA (1) | | | 60,236 | | | | 54,021 | |
Interest expense, net | | | 19,219 | | | | 17,437 | |
Recurring principal payments | | | 6,753 | | | | 6,124 | |
Capitalized interest | | | 83 | | | | 226 | |
Straight-lined rental revenue | | | 346 | | | | 561 | |
Dividends declared on preferred shares | | | 7,552 | | | | 7,552 | |
Dividends declared on common shares | | | 27,875 | | | | 22,716 | |
General and administrative expense | | | 5,089 | | | | 4,046 | |
| |
| | March 31, | |
| | 2010 | | | 2009 | |
Balance Sheet Information | | | | | | | | |
Real estate investments before depreciation | | $ | 2,317,803 | | | $ | 1,950,927 | |
Total assets | | | 2,862,505 | | | | 2,602,098 | |
Unencumbered real estate assets (2) | | | | | | | | |
Number | | | 50 | | | | 26 | |
Gross book value | | | 438,428 | | | | 224,480 | |
Annualized stabilized NOI | | | 46,285 | | | | 23,357 | |
| | |
Total debt | | | 1,308,623 | | | | 1,201,117 | |
Equity | | | 1,464,993 | | | | 1,336,696 | |
Common shares outstanding | | | 42,884 | | | | 34,946 | |
Total market capitalization (using EOP closing price) | | | 3,488,704 | | | | 2,168,113 | |
Debt/total assets | | | 46 | % | | | 46 | % |
Debt/total market capitalization | | | 38 | % | | | 55 | % |
Debt/total assets (undepreciated) | | | 42 | % | | | 43 | % |
Debt/Adjusted EBITDA (3) | | | 5.68 | | | | 4.97 | |
(1) | See pages 26 and 27 for definitions. |
(2) | Excludes property under development and undeveloped land. |
(3) | Adjusted EBITDA is for the trailing twelve month period. See pages 26 and 27 for definitions. |
6
Entertainment Properties Trust
Selected Balance Sheet Information
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Rental properties: | | | | | | | | | | | | | | | | | | | | | | | | |
Megaplex theatres and other retail | | $ | 2,087,909 | | | $ | 1,883,386 | | | $ | 1,756,539 | | | $ | 1,763,964 | | | $ | 1,735,162 | | | $ | 1,742,433 | |
Other | | | 229,894 | | | | 229,881 | | | | 217,022 | | | | 216,508 | | | | 215,765 | | | | 206,671 | |
Less: accumulated depreciation | | | (272,993 | ) | | | (258,638 | ) | | | (247,425 | ) | | | (235,472 | ) | | | (223,503 | ) | | | (214,078 | ) |
Property under development | | | 13,619 | | | | 12,729 | | | | 20,575 | | | | 22,847 | | | | 27,324 | | | | 30,835 | |
Mortgage notes receivable (1) | | | | | | | | | | | | | | | | | | | | | | | | |
Waterpark | | | 165,452 | | | | 163,298 | | | | 163,298 | | | | 162,613 | | | | 144,915 | | | | 134,948 | |
Concord | | | 133,119 | | | | 133,119 | | | | 133,119 | | | | 133,119 | | | | 133,119 | | | | 134,150 | |
Toronto Dundas Square Project | | | — | | | | 90,882 | | | | 86,878 | | | | 108,914 | | | | 100,551 | | | | 103,289 | |
Metropolitan ski areas | | | 136,409 | | | | 135,581 | | | | 134,774 | | | | 133,986 | | | | 133,217 | | | | 132,468 | |
Other | | | — | | | | — | | | | — | | | | — | | | | 3,653 | | | | 3,651 | |
Investment in a direct financing lease, net | | | 215,196 | | | | 169,850 | | | | 168,884 | | | | 167,945 | | | | 167,003 | | | | 166,089 | |
Investment in joint ventures | | | 4,356 | | | | 4,080 | | | | 2,435 | | | | 2,457 | | | | 2,482 | | | | 2,493 | |
Cash and cash equivalents | | | 21,029 | | | | 23,138 | | | | 11,196 | | | | 16,202 | | | | 13,504 | | | | 50,082 | |
Restricted cash | | | 10,770 | | | | 12,857 | | | | 15,902 | | | | 14,551 | | | | 8,327 | | | | 11,004 | |
Accounts receivable, net | | | 37,391 | | | | 33,289 | | | | 31,714 | | | | 30,190 | | | | 32,848 | | | | 33,405 | |
Notes receivable (1) | | | 7,247 | | | | 7,898 | | | | 12,395 | | | | 43,124 | | | | 44,396 | | | | 40,338 | |
Other assets and intangible assets, net | | | 73,107 | | | | 39,382 | | | | 46,231 | | | | 60,629 | | | | 63,335 | | | | 56,147 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 2,862,505 | | | $ | 2,680,732 | | | $ | 2,553,537 | | | $ | 2,641,577 | | | $ | 2,602,098 | | | $ | 2,633,925 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 48,375 | | | $ | 28,411 | | | $ | 28,608 | | | $ | 27,122 | | | $ | 27,684 | | | $ | 35,665 | |
Common dividends payable | | | 27,875 | | | | 27,880 | | | | 23,748 | | | | 22,732 | | | | 22,716 | | | | 27,377 | |
Preferred dividends payable | | | 7,552 | | | | 7,552 | | | | 7,552 | | | | 7,552 | | | | 7,552 | | | | 7,552 | |
Unearned rents and interest | | | 5,087 | | | | 7,509 | | | | 12,277 | | | | 12,836 | | | | 6,333 | | | | 8,312 | |
Line of credit | | | 107,000 | | | | 35,000 | | | | 73,000 | | | | 116,000 | | | | 93,000 | | | | 149,000 | |
Long-term debt | | | 1,201,623 | | | | 1,106,423 | | | | 1,111,139 | | | | 1,109,356 | | | | 1,108,117 | | | | 1,113,368 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 1,397,512 | | | | 1,212,775 | | | | 1,256,324 | | | | 1,295,598 | | | | 1,265,402 | | | | 1,341,274 | |
Equity: | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock and additional paid in capital | | | 1,637,040 | | | | 1,633,554 | | | | 1,440,437 | | | | 1,389,520 | | | | 1,387,926 | | | | 1,340,135 | |
Preferred stock at par value | | | 167 | | | | 167 | | | | 167 | | | | 167 | | | | 167 | | | | 167 | |
Treasury stock | | | (36,804 | ) | | | (29,968 | ) | | | (27,698 | ) | | | (27,698 | ) | | | (27,559 | ) | | | (26,357 | ) |
Loans to shareholders | | | (281 | ) | | | (1,925 | ) | | | (1,925 | ) | | | (1,925 | ) | | | (1,925 | ) | | | (1,925 | ) |
Accumulated other comprehensive income (loss) | | | 24,027 | | | | 18,961 | | | | 16,985 | | | | 9,951 | | | | (2,202 | ) | | | (6,169 | ) |
Distributions in excess of net income | | | (153,278 | ) | | | (147,927 | ) | | | (126,760 | ) | | | (36,170 | ) | | | (33,593 | ) | | | (28,417 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Entertainment Properties Trust shareholders’ equity | | | 1,470,871 | | | | 1,472,862 | | | | 1,301,206 | | | | 1,333,845 | | | | 1,322,814 | | | | 1,277,434 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Noncontrolling interests | | | (5,878 | ) | | | (4,905 | ) | | | (3,993 | ) | | | 12,134 | | | | 13,882 | | | | 15,217 | |
Total Equity | | | 1,464,993 | | | | 1,467,957 | | | | 1,297,213 | | | | 1,345,979 | | | | 1,336,696 | | | | 1,292,651 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities and equity | | $ | 2,862,505 | | | $ | 2,680,732 | | | $ | 2,553,537 | | | $ | 2,641,577 | | | $ | 2,602,098 | | | $ | 2,633,925 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes related accrued interest receivable and is net of loan loss reserves. |
7
Entertainment Properties Trust
Selected Operating Data
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
Rental revenue and tenant reimbursements: | | | | | | | | | | | | | | | | | | | | | | | | |
Theatres | | $ | 45,412 | | | $ | 41,521 | | | $ | 40,912 | | | $ | 40,158 | | | $ | 40,045 | | | $ | 39,882 | |
Other retail | | | 12,767 | | | | 11,053 | | | | 10,910 | | | | 10,266 | | | | 10,700 | | | | 11,563 | |
Vineyards and wineries | | | 4,138 | | | | 4,194 | | | | 3,898 | | | | 4,031 | | | | 3,989 | | | | 4,395 | |
Metropolitan ski areas | | | 315 | | | | 312 | | | | 311 | | | | 310 | | | | 312 | | | | 308 | |
Mortgage and other financing income: | | | | | | | | | | | | | | | | | | | | | | | | |
Public charter schools (1) | | | 6,208 | | | | 5,203 | | | | 5,293 | | | | 5,031 | | | | 5,003 | | | | 5,009 | |
Metropolitan ski areas | | | 3,358 | | | | 3,338 | | | | 3,317 | | | | 3,298 | | | | 3,280 | | | | 3,246 | |
Waterpark | | | 2,850 | | | | 2,824 | | | | 2,794 | | | | 1,497 | | | | 1,363 | | | | 2,060 | |
Concord | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,555 | |
Toronto Dundas Square Project | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,834 | |
Other | | | 176 | | | | 242 | | | | 246 | | | | 1,398 | | | | 872 | | | | 1,122 | |
Other income | | | 236 | | | | 581 | | | | 441 | | | | 728 | | | | 1,140 | | | | 1,023 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | 75,460 | | | $ | 69,268 | | | $ | 68,122 | | | $ | 66,717 | | | $ | 66,704 | | | $ | 76,997 | |
| | | | | | |
Property operating expense | | | 9,734 | | | | 7,730 | | | | 6,708 | | | | 6,382 | | | | 8,019 | | | | 6,827 | |
Other expense | | | 401 | | | | 525 | | | | 614 | | | | 854 | | | | 618 | | | | 559 | |
General and administrative expense | | | 5,089 | | | | 3,373 | | | | 3,517 | | | | 4,241 | | | | 4,046 | | | | 4,253 | |
Costs associated with loan refinancing | | | — | | | | — | | | | — | | | | 117 | | | | — | | | | — | |
Interest expense, net | | | 19,219 | | | | 18,441 | | | | 19,355 | | | | 17,482 | | | | 17,437 | | | | 18,834 | |
Depreciation and amortization | | | 12,403 | | | | 11,336 | | | | 11,921 | | | | 11,834 | | | | 12,629 | | | | 11,646 | |
Transaction costs | | | 7,524 | | | | 3,165 | | | | 40 | | | | 37 | | | | 79 | | | | 592 | |
Provision for loan losses | | | 700 | | | | 5,197 | | | | 65,757 | | | | — | | | | — | | | | — | |
Impairment charges | | | — | | | | 6,357 | | | | 35,801 | | | | — | | | | — | | | | — | |
Equity in income from joint ventures | | | 233 | | | | 222 | | | | 229 | | | | 225 | | | | 219 | | | | 219 | |
Gain on acquisition | | | 8,468 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 29,091 | | | $ | 13,366 | | | $ | (75,362 | ) | | $ | 25,995 | | | $ | 24,095 | | | $ | 34,505 | |
Income from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 29,091 | | | $ | 13,366 | | | $ | (75,362 | ) | | $ | 25,995 | | | $ | 24,095 | | | $ | 34,505 | |
Add: Net loss attributable to noncontrolling interests | | | 984 | | | | 899 | | | | 16,071 | | | | 1,709 | | | | 1,234 | | | | 880 | |
Preferred dividend requirements | | | (7,552 | ) | | | (7,550 | ) | | | (7,552 | ) | | | (7,552 | ) | | | (7,552 | ) | | | (7,551 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common shareholders of Entertainment Properties Trust | | $ | 22,523 | | | $ | 6,715 | | | $ | (66,843 | ) | | $ | 20,152 | | | $ | 17,777 | | | $ | 27,834 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Represents income from owned assets under a direct financing lease and one note receivable. |
8
Entertainment Properties Trust
Funds From Operations
(Unaudited, dollars in thousands except per share information)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
Funds From Operations (“FFO”) (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) available to common shareholders of Entertainment Properties Trust | | $ | 22,523 | | | $ | 6,715 | | | $ | (66,843 | ) | | $ | 20,152 | | | $ | 17,777 | | | $ | 27,834 | |
Real estate depreciation and amortization | | | 12,273 | | | | 11,143 | | | | 11,728 | | | | 11,642 | | | | 12,434 | | | | 11,454 | |
Allocated share of joint venture depreciation | | | 65 | | | | 66 | | | | 66 | | | | 66 | | | | 65 | | | | 65 | |
Noncontrolling interest | | | (1,033 | ) | | | (956 | ) | | | (16,118 | ) | | | (1,746 | ) | | | (1,323 | ) | | | (958 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
FFO available to common shareholders of Entertainment Properties Trust | | $ | 33,828 | | | $ | 16,968 | | | $ | (71,167 | ) | | $ | 30,114 | | | $ | 28,953 | | | $ | 38,395 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
FFO available to common shareholders of Entertainment Properties Trust | | | 33,828 | | | | 16,968 | | | | (71,167 | ) | | | 30,114 | | | | 28,953 | | | | 38,395 | |
Preferred dividends for Series C | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,940 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Diluted FFO available to common shareholders of Entertainment Properties Trust | | $ | 33,828 | | | $ | 16,968 | | | $ | (71,167 | ) | | $ | 30,114 | | | $ | 28,953 | | | $ | 40,335 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
FFO per common share attributable to Entertainment Properties Trust: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.79 | | | $ | 0.43 | | | $ | (2.01 | ) | | $ | 0.86 | | | $ | 0.84 | | | $ | 1.17 | |
Diluted | | | 0.78 | | | | 0.43 | | | | (2.01 | ) | | | 0.86 | | | | 0.84 | | | | 1.15 | |
| | | | | | |
Shares used for computation (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 42,850 | | | | 39,641 | | | | 35,445 | | | | 34,970 | | | | 34,363 | | | | 32,873 | |
Diluted | | | 43,141 | | | | 39,901 | | | | 35,445 | | | | 34,992 | | | | 34,363 | | | | 34,937 | |
| | | | | | |
Weighted average shares outstanding-diluted EPS (in thousands) | | | 43,141 | | | | 39,901 | | | | 35,445 | | | | 34,992 | | | | 34,363 | | | | 33,008 | |
Effect of dilutive Series C preferred shares | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,929 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted weighted average shares outstanding - diluted (in thousands) | | | 43,141 | | | | 39,901 | | | | 35,445 | | | | 34,992 | | | | 34,363 | | | | 34,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | See pages 26 and 27 for definitions. |
9
Entertainment Properties Trust
Adjusted Funds From Operations
(Unaudited, dollars in thousands except per share information)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
Adjusted Funds from Operations (“AFFO”) (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted FFO available to common shareholders of Entertainment Properties Trust | | $ | 33,828 | | | $ | 16,968 | | | $ | (71,167 | ) | | $ | 30,114 | | | $ | 28,953 | | | $ | 40,335 | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Non-cash impairment charges and provision for loan losses | | | 700 | | | | 11,554 | | | | 101,558 | | | | — | | | | — | | | | — | |
Transaction costs | | | 7,524 | | | | 3,165 | | | | 40 | | | | 37 | | | | 79 | | | | 592 | |
Non-real estate depreciation and amortization | | | 130 | | | | 190 | | | | 196 | | | | 191 | | | | 196 | | | | 191 | |
Deferred financing fees amortization | | | 1,236 | | | | 1,111 | | | | 1,103 | | | | 693 | | | | 756 | | | | 888 | |
Costs associated with loan refinancing | | | — | | | | — | | | | — | | | | 117 | | | | — | | | | — | |
Share-based compensation expense to management and trustees | | | 1,163 | | | | 1,069 | | | | 1,083 | | | | 1,078 | | | | 1,077 | | | | 990 | |
Maintenance capital expenditures (2) | | | (288 | ) | | | (108 | ) | | | (304 | ) | | | (526 | ) | | | (574 | ) | | | (848 | ) |
Straight-lined rental revenue | | | (346 | ) | | | (696 | ) | | | (642 | ) | | | (584 | ) | | | (561 | ) | | | (942 | ) |
Non-cash portion of mortgage and other financing income | | | (2,006 | ) | | | (1,855 | ) | | | (1,807 | ) | | | (1,791 | ) | | | (1,744 | ) | | | (7,047 | ) |
Amortization of above market leases, net | | | 21 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Gain on acquisition | | | (8,468 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
AFFO available to common shareholders of Entertainment Properties Trust | | $ | 33,494 | | | $ | 31,398 | | | $ | 30,060 | | | $ | 29,329 | | | $ | 28,182 | | | $ | 34,159 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Weighted average shares outstanding-diluted FFO | | | 43,141 | | | | 39,901 | | | | 35,445 | | | | 34,992 | | | | 34,363 | | | | 34,937 | |
Other common stock equivalents excluded due to loss | | | — | | | | — | | | | 230 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding-diluted AFFO | | | 43,141 | | | | 39,901 | | | | 35,675 | | | | 34,992 | | | | 34,363 | | | | 34,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
AFFO per diluted common share | | $ | 0.78 | | | $ | 0.79 | | | $ | 0.84 | | | $ | 0.84 | | | $ | 0.82 | | | $ | 0.98 | |
| | | | | | |
Dividends declared per common share | | $ | 0.65 | | | $ | 0.65 | | | $ | 0.65 | | | $ | 0.65 | | | $ | 0.65 | | | $ | 0.84 | |
| | | | | | |
AFFO payout ratio (3) | | | 83 | % | | | 82 | % | | | 77 | % | | | 77 | % | | | 79 | % | | | 86 | % |
(1) | See pages 26 and 27 for definitions. |
(2) | Includes maintenance capital expenditures and second generation tenant improvements and leasing commissions. |
(3) | AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. |
10
Entertainment Properties Trust
Capital Structure at March 31, 2010
(Unaudited, dollars in thousands)
Consolidated Debt
Principal Payments Due on Long-Term Debt Without Extensions:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Mortgages (1) | | | Term Loans/Bond | | | | | | | | |
Year | | Amortization | | Maturities | | | Amortization | | Maturities | | | Credit Facility (4) | | Total | | Weighted Avg Interest Rate | |
2010 | | $ | 21,394 | | $ | 168,750 | (2) | | $ | 2,972 | | $ | — | | | $ | — | | $ | 193,116 | | 5.75 | % |
2011 | | | 29,024 | | | — | | | | 3,809 | | | 115,500 | (3) | | | 107,000 | | | 255,333 | | 5.67 | % |
2012 | | | 25,002 | | | 155,124 | (5) | | | 3,078 | | | — | | | | — | | | 183,204 | | 6.23 | % |
2013 | | | 17,073 | | | 99,178 | | | | 3,276 | | | — | | | | — | | | 119,527 | | 5.83 | % |
2014 | | | 24,218 | | | 127,666 | | | | 3,475 | | | — | | | | — | | | 155,359 | | 6.29 | % |
2015 | | | 10,968 | | | 90,813 | | | | 3,684 | | | — | | | | — | | | 105,465 | | 5.72 | % |
2016 | | | 7,076 | | | 96,143 | | | | 3,902 | | | — | | | | — | | | 107,121 | | 6.04 | % |
2017 | | | 3,655 | | | 82,299 | | | | 4,127 | | | 3,619 | | | | — | | | 93,700 | | 5.86 | % |
2018 | | | 919 | | | 12,462 | | | | 980 | | | 61,802 | | | | — | | | 76,163 | | 5.36 | % |
2019 | | | — | | | — | | | | — | | | — | | | | — | | | — | | — | |
2020 | | | — | | | — | | | | — | | | — | | | | — | | | — | | — | |
Thereafter | | | — | | | 9,000 | | | | — | | | 10,635 | | | | — | | | 19,635 | | 2.51 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 139,329 | | $ | 841,435 | | | $ | 29,303 | | $ | 191,556 | | | $ | 107,000 | | $ | 1,308,623 | | 5.83 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Principal Payments Due on Long-Term Debt With Extensions:
| | | | | | | | | | | | | | | | | | | | | |
| | Mortgages (1) | | Term Loans/Bond | | | | | | | |
Year | | Amortization | | Maturities | | Amortization | | Maturities | | Credit Facility (4) | | Total | | Weighted Avg Interest Rate | |
2010 | | $ | 21,561 | | $ | 56,250 | | $ | 2,972 | | $ | — | | $ | — | | $ | 80,783 | | 5.96 | % |
2011 | | | 30,024 | | | — | | | 4,109 | | | — | | | — | | | 34,133 | | 5.88 | % |
2012 | | | 30,758 | | | 175,793 | | | 3,978 | | | 114,300 | | | 107,000 | | | 431,829 | | 5.81 | % |
2013 | | | 17,073 | | | 184,086 | | | 3,276 | | | — | | | — | | | 204,435 | | 5.90 | % |
2014 | | | 24,218 | | | 127,666 | | | 3,475 | | | — | | | — | | | 155,359 | | 6.29 | % |
2015 | | | 10,968 | | | 90,813 | | | 3,684 | | | — | | | — | | | 105,465 | | 5.72 | % |
2016 | | | 7,076 | | | 96,143 | | | 3,902 | | | — | | | — | | | 107,121 | | 6.04 | % |
2017 | | | 3,655 | | | 82,299 | | | 4,127 | | | 3,619 | | | — | | | 93,700 | | 5.86 | % |
2018 | | | 919 | | | 12,462 | | | 980 | | | 61,802 | | | — | | | 76,163 | | 5.36 | % |
2019 | | | — | | | — | | | — | | | — | | | — | | | — | | — | |
2020 | | | — | | | — | | | — | | | — | | | — | | | — | | — | |
Thereafter | | | — | | | 9,000 | | | — | | | 10,635 | | | — | | | 19,635 | | 2.50 | % |
| | | | | | | | | | | | | | | | | | | | | |
| | $ | 146,252 | | $ | 834,512 | | $ | 30,503 | | $ | 190,356 | | $ | 107,000 | | $ | 1,308,623 | | 5.83 | % |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Balance | | Weighted Avg Interest Rate | | | Weighted Avg Maturity (yrs) |
Fixed Rate Secured Debt | | $ | 1,029,388 | | 5.92 | % | | 4.2 |
Variable Rate Debt | | | 279,235 | | 5.49 | % | | 2.5 |
| | | | | | | | |
Total | | $ | 1,308,623 | | 5.83 | % | | 3.9 |
| | | | | | | | |
Note: $203.3 million of variable rate debt outstanding at March 31, 2010 has been converted to a fixed rate by interest rate swap agreements and is reflected above as fixed rate secured debt.
(1) | Scheduled amortizations and maturities represent only consolidated debt obligations. |
(2) | Includes $112.5 million due at maturity in October 2010 secured by an entertainment retail center in White Plains, New York. This debt is extendable for two to four years based on meeting certain conditions including a minimum net operating income threshold. Absent any improvement in the performance of the asset or resolution of default issues with the minority partner, the Company may elect to surrender the property at the loan’s maturity. Amount is shown in the “Principal Payments Due on Long-Term Debt With Extensions” as if note was extended for two years. |
(3) | This maturity is extendable at the Company’s option until October 26, 2012. Amount is shown in the “Principal Payments Due on Long-Term Debt with Extensions” as if this loan was extended to 2012. |
(4) | Credit Facility Summary: |
| | | | | | |
Commitment | | Balance | | Maturity (with extension) | | Rate at 3/31/2010 |
| | | |
$ 215,000 | | $107,000 | | October 2012 | | 5.50% |
Note: The facility includes an accordion feature in which the facility can be increased to up to $300 million subject to certain conditions, including lender consent. The facility has a one year extension available at the Company’s option. Amount is shown in the “Principal Payments Due on Long-Term Debt With Extensions” as if this loan was extended to 2012.
(5) | Includes $89.8 million due at maturity in March 2012 that is extendable for one year under certain circumstances and subject to certain conditions. Amount is shown in the “Principal Payments Due on Long-Term Debt with Extensions” as if this loan was extended to 2013. |
11
Entertainment Propertiest Trust
Capital Structure at March 31, 2010
(Unaudited, dollars in thousands)
Consolidated Debt (continued)
Summary of Long-Term Debt:
| | | | | | |
| | March 31, 2010 | | December 31, 2009 |
Mortgage note payable, variable rate at LIBOR + 3.50%, (LIBOR floor of 2.50%), due September 10, 2010 | | $ | 56,250 | | $ | 56,250 |
Mortgage note payable, 5.60%, due October 7, 2010, two to four year extension at Company’s option upon meeting certain conditions | | | 113,167 | | | 113,333 |
Revolving variable rate credit facility at LIBOR + 3.50% (LIBOR floor of 2.00%), due October 26, 2011, one year extension available at Company’s option | | | 107,000 | | | 35,000 |
Term loan payable, $114,000 fixed through interest rate swaps at 5.81%, $3,300 at March 31, 2010 at variable rate of LIBOR + 1.75%, due October 26, 2011, one year extension available at Company’s option | | | 117,300 | | | 117,600 |
Term loan payable, variable rate at Bankers’ Acceptances Rate (BA) + 4.00% (BA floor of 2.00%) | | | 98,445 | | | — |
Mortgage notes payable, 6.57%-6.73%, due October 1, 2012 | | | 45,472 | | | 45,808 |
Mortgage note payable, 6.63%, due November 1, 2012 | | | 25,421 | | | 25,608 |
Mortgage notes payable, 4.26%-9.01%, due February 10, 2013 | | | 117,808 | | | 119,373 |
Mortgage note payable, 6.84%, due March 1, 2014 | | | 104,429 | | | 102,008 |
Mortgage note payable, 5.58%, due April 1, 2014 | | | 60,382 | | | 60,671 |
Mortgage note payable, 5.56%, due June 5, 2015 | | | 33,614 | | | 33,763 |
Mortgage notes payable, 5.77%, due November 6, 2015 | | | 72,333 | | | 72,779 |
Mortgage notes payable, 5.84%, due March 6, 2016 | | | 40,656 | | | 40,898 |
Mortgage notes payable, 6.37%, due June 30, 2016 | | | 28,975 | | | 29,132 |
Mortgage notes payable, 6.10%, due October 1, 2016 | | | 26,044 | | | 26,187 |
Mortgage notes payable, 6.02%, due October 6, 2016 | | | 19,637 | | | 19,746 |
Mortgage note payable, 6.06%, due March 1, 2017 | | | 10,933 | | | 10,991 |
Mortgage note payable, 6.07%, due April 6, 2017 | | | 11,251 | | | 11,310 |
Mortgage notes payable, 5.73%-5.95%, due May 1, 2017 | | | 52,154 | | | 52,438 |
Mortgage notes payable, 5.86%, due August 1, 2017 | | | 26,684 | | | 26,826 |
Term loans payable, $89,318 at March 31, 2010 fixed through interest rate swaps at 5.11%-5.78%, $3,605 at March 31, 2010 at variable rates of LIBOR + 1.75%-2.00%, due December 1, 2017-June 5, 2018 | | | 92,923 | | | 93,597 |
Mortgage note payable, 6.19%, due February 1, 2018 | | | 16,543 | | | 16,667 |
Mortgage note payable, 7.37%, due July 15, 2018 | | | 11,567 | | | 11,803 |
Bond payable, variable rate, due October 1, 2037 | | | 10,635 | | | 10,635 |
Mortgage note payable, 5.50% | | | 4,000 | | | 4,000 |
Mortgage note payable, 5.00% | | | 5,000 | | | 5,000 |
| | | | | | |
Total | | $ | 1,308,623 | | $ | 1,141,423 |
| | | | | | |
12
Entertainment Properties Trust
Capital Structure at March 31, 2010
(Unaudited, dollars in thousands except share information)
Equity
| | | | | | | | | | | | | |
Security | | Shares Issued and Outstanding | | Price per share at March 31, 2010 | | Liquidation Preference | | Dividend Rate | | | Convertible |
| | | | | |
Common shares | | 42,884,297 | | $ | 41.13 | | | N/A | | (1 | ) | | N/A |
Series B | | 3,200,000 | | $ | 22.92 | | $ | 80,000 | | 7.750 | % | | N |
Series C | | 5,400,000 | | $ | 18.23 | | $ | 135,000 | | 5.750 | % | | Y |
Series D | | 4,600,000 | | $ | 22.13 | | $ | 115,000 | | 7.375 | % | | N |
Series E | | 3,450,000 | | $ | 26.12 | | $ | 86,250 | | 9.000 | % | | Y |
Calculation of Total Market Capitalization:
| | | |
Common shares outstanding at March 31, 2010 multiplied by closing price at March 31, 2010 | | $ | 1,763,831 |
Aggregate liquidation value of Series B preferred shares | | | 80,000 |
Aggregate liquidation value of Series C preferred shares | | | 135,000 |
Aggregate liquidation value of Series D preferred shares | | | 115,000 |
Aggregate liquidation value of Series E preferred shares | | | 86,250 |
Total long-term debt at March 31, 2010 | | | 1,308,623 |
| | | |
Total consolidated market capitalization | | $ | 3,488,704 |
| | | |
(1) | Quarterly dividend declared in the first quarter of 2010 was $0.65 per share. |
13
Entertainment Properties Trust
Summary of Ratios
(Unaudited)
| | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
Debt to total assets (book value) | | 46 | % | | 43 | % | | 46 | % | | 46 | % | | 46 | % | | 48 | % |
Debt to total market capitalization | | 38 | % | | 37 | % | | 42 | % | | 52 | % | | 55 | % | | 47 | % |
Debt to total assets (undepreciated) | | 42 | % | | 39 | % | | 42 | % | | 43 | % | | 43 | % | | 44 | % |
Debt to Adjusted EBITDA (1) | | 5.68 | | | 5.09 | | | 5.11 | | | 5.12 | | | 4.97 | | | 5.24 | |
Secured debt to secured assets (2) | | 52 | % | | 47 | % | | 49 | % | | 51 | % | | 46 | % | | 46 | % |
Unencumbered real estate assets to total real estate assets (3) | | 17 | % | | 17 | % | | 12 | % | | 12 | % | | 11 | % | | 11 | % |
Interest coverage ratio (4) | | 3.2 | | | 3.1 | | | 3.0 | | | 3.2 | | | 3.1 | | | 3.4 | |
Fixed charge coverage ratio (4) | | 2.3 | | | 2.2 | | | 2.1 | | | 2.2 | | | 2.2 | | | 2.5 | |
Debt service coverage ratio (4) | | 2.4 | | | 2.3 | | | 2.3 | | | 2.3 | | | 2.3 | | | 2.6 | |
FFO payout ratio (5) | | 83 | % | | 151 | % | | -32 | % | | 76 | % | | 77 | % | | 73 | % |
AFFO payout ratio (6) | | 83 | % | | 82 | % | | 77 | % | | 77 | % | | 79 | % | | 86 | % |
(1) | Adjusted EBITDA is for the trailing twelve month period. See pages 26 and 27 for definitions. |
(2) | Includes line of credit borrowing base assets. |
(3) | Total real estate assets includes rental properties, gross, and direct financing lease, net. |
(4) | See page 15 for detailed calculation. |
(5) | FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share. |
(6) | AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share. |
14
Entertainment Properties Trust
Calculation of Interest, Fixed Charge and Debt Service Coverage Ratios
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
| | | | | | |
Interest Coverage Ratio (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 29,091 | | | $ | 13,366 | | | $ | (75,362 | ) | | $ | 25,995 | | | $ | 24,095 | | | $ | 34,505 | |
Impairment charges | | | — | | | | 6,357 | | | | 35,801 | | | | — | | | | — | | | | — | |
Provision for loan losses | | | 700 | | | | 5,197 | | | | 65,757 | | | | — | | | | — | | | | — | |
Transaction costs | | | 7,524 | | | | 3,165 | | | | 40 | | | | 37 | | | | 79 | | | | 592 | |
Interest expense, gross | | | 19,327 | | | | 18,544 | | | | 19,441 | | | | 17,697 | | | | 17,708 | | | | 19,163 | |
Depreciation and amortization | | | 12,403 | | | | 11,336 | | | | 11,921 | | | | 11,834 | | | | 12,629 | | | | 11,646 | |
Share-based compensation expense to management and trustees | | | 1,163 | | | | 1,069 | | | | 1,083 | | | | 1,078 | | | | 1,077 | | | | 990 | |
Costs associated with loan refinancing | | | — | | | | — | | | | — | | | | 117 | | | | — | | | | — | |
Interest cost capitalized | | | (83 | ) | | | (83 | ) | | | (83 | ) | | | (208 | ) | | | (226 | ) | | | (194 | ) |
Straight-line rental revenue | | | (346 | ) | | | (696 | ) | | | (642 | ) | | | (584 | ) | | | (561 | ) | | | (942 | ) |
Gain on acquisition | | | (8,468 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 61,311 | | | $ | 58,255 | | | $ | 57,956 | | | $ | 55,966 | | | $ | 54,801 | | | $ | 65,760 | |
| | | | | | |
Interest expense, net | | $ | 19,219 | | | $ | 18,441 | | | $ | 19,355 | | | $ | 17,482 | | | $ | 17,437 | | | $ | 18,834 | |
Interest income | | | 25 | | | | 20 | | | | 3 | | | | 7 | | | | 45 | | | | 135 | |
Interest cost capitalized | | | 83 | | | | 83 | | | | 83 | | | | 208 | | | | 226 | | | | 194 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, gross | | $ | 19,327 | | | $ | 18,544 | | | $ | 19,441 | | | $ | 17,697 | | | $ | 17,708 | | | $ | 19,163 | |
| | | | | | |
Interest coverage ratio | | | 3.2 | | | | 3.1 | | | | 3.0 | | | | 3.2 | | | | 3.1 | | | | 3.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Fixed Charge Coverage Ratio (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 61,311 | | | $ | 58,255 | | | $ | 57,956 | | | $ | 55,966 | | | $ | 54,801 | | | $ | 65,760 | |
| | | | | | |
Interest expense, gross | | | 19,327 | | | | 18,544 | | | | 19,441 | | | | 17,697 | | | | 17,708 | | | | 19,163 | |
Preferred share dividends | | | 7,552 | | | | 7,550 | | | | 7,552 | | | | 7,552 | | | | 7,552 | | | | 7,551 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Fixed charges | | $ | 26,879 | | | $ | 26,094 | | | $ | 26,993 | | | $ | 25,249 | | | $ | 25,260 | | | $ | 26,714 | |
| | | | | | |
Fixed charge coverage ratio | | | 2.3 | | | | 2.2 | | | | 2.1 | | | | 2.2 | | | | 2.2 | | | | 2.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Debt Service Coverage Ratio (1): | | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 61,311 | | | $ | 58,255 | | | $ | 57,956 | | | $ | 55,966 | | | $ | 54,801 | | | $ | 65,760 | |
| | | | | | |
Interest expense, gross | | | 19,327 | | | | 18,544 | | | | 19,441 | | | | 17,697 | | | | 17,708 | | | | 19,163 | |
Recurring principal payments | | | 6,753 | | | | 6,595 | | | | 6,295 | | | | 6,160 | | | | 6,124 | | | | 6,161 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Debt service | | $ | 26,080 | | | $ | 25,139 | | | $ | 25,736 | | | $ | 23,857 | | | $ | 23,832 | | | $ | 25,324 | |
| | | | | | |
Debt service coverage ratio | | | 2.4 | | | | 2.3 | | | | 2.3 | | | | 2.3 | | | | 2.3 | | | | 2.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | See pages 26 and 27 for definitions. |
15
Entertainment Properties Trust
Reconciliation of Interest Coverage Amount to Net Cash Provided by Operating Activities
(Unaudited, dollars in thousands)
The interest coverage amount per the table on the previous page is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used in investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 1st Quarter 2010 | | | 4th Quarter 2009 | | | 3rd Quarter 2009 | | | 2nd Quarter 2009 | | | 1st Quarter 2009 | | | 4th Quarter 2008 | |
| | | | | | |
Net cash provided by operating activities | | $ | 33,492 | | | $ | 35,951 | | | $ | 35,849 | | | $ | 41,696 | | | $ | 35,321 | | | $ | 35,879 | |
| | | | | | |
Equity in income from joint ventures | | | 233 | | | | 222 | | | | 229 | | | | 225 | | | | 219 | | | | 219 | |
Distributions from joint ventures | | | (269 | ) | | | (243 | ) | | | (250 | ) | | | (250 | ) | | | (243 | ) | | | (245 | ) |
Amortization of deferred financing costs | | | (1,236 | ) | | | (1,111 | ) | | | (1,103 | ) | | | (693 | ) | | | (756 | ) | | | (888 | ) |
Amortization of above market leases, net | | | (21 | ) | | | — | | | | — | | | | — | | | | — | | | | — | |
Increase (decrease) in mortgage notes accrued interest receivable | | | 2,982 | | | | 808 | | | | 272 | | | | 647 | | | | (403 | ) | | | 4,949 | |
Increase (decrease) in restricted cash | | | (304 | ) | | | 1,463 | | | | 818 | | | | (1,125 | ) | | | (1,008 | ) | | | 1,510 | |
Increase (decrease) in accounts receivable, net | | | 2,246 | | | | 1,394 | | | | 989 | | | | (4,084 | ) | | | 118 | | | | 1,394 | |
Increase (decrease) in notes and accrued interest receivable | | | 49 | | | | 5 | | | | 21 | | | | (272 | ) | | | (284 | ) | | | 195 | |
Increase in direct financing lease receivable | | | 1,114 | | | | 967 | | | | 939 | | | | 942 | | | | 914 | | | | 922 | |
Increase (decrease) in other assets | | | 3,536 | | | | (1,090 | ) | | | (248 | ) | | | 2,286 | | | | 2,523 | | | | (822 | ) |
Decrease (increase) in accounts payable and accrued liabilities | | | (6,660 | ) | | | (1,073 | ) | | | 939 | | | | (701 | ) | | | 731 | | | | 1,983 | |
Decrease (increase) in unearned rents | | | (273 | ) | | | 32 | | | | 745 | | | | 353 | | | | 669 | | | | 2,045 | |
Straight-line rental revenue | | | (346 | ) | | | (696 | ) | | | (642 | ) | | | (584 | ) | | | (561 | ) | | | (942 | ) |
Interest expense, gross | | | 19,327 | | | | 18,544 | | | | 19,441 | | | | 17,697 | | | | 17,708 | | | | 19,163 | |
Interest cost capitalized | | | (83 | ) | | | (83 | ) | | | (83 | ) | | | (208 | ) | | | (226 | ) | | | (194 | ) |
Transaction costs | | | 7,524 | | | | 3,165 | | | | 40 | | | | 37 | | | | 79 | | | | 592 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest coverage amount | | $ | 61,311 | | | $ | 58,255 | | | $ | 57,956 | | | $ | 55,966 | | | $ | 54,801 | | | $ | 65,760 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
16
Entertainment Properties Trust
Capital Spending and Disposition Summaries
(Unaudited, dollars in thousands)
2010 Capital Spending:
| | | | | |
Description | | Location | | Capital Spending Three Months Ended March 31, 2010 |
| | |
Acquisition of Toronto Dundas Square | | Toronto, Ontario | | $ | 111,593 |
Investment in direct financing lease related to public charter schools | | various | | | 44,232 |
Additions to Toronto Dundas Square mortgage note receivable | | Toronto, Ontario | | | 591 |
Development of additional gross leasable area | | Ontario, Canada | | | 330 |
Development of entertainment retail center | | Suffolk, VA | | | 165 |
Development of custom crush facility | | Sonoma County, CA | | | 163 |
Capitalized building improvements and tenant improvements | | various | | | 351 |
Other capital acquisitions | | various | | | 183 |
| | | | | |
Total capital spending | | | | $ | 157,608 |
| | | | | |
| | |
2010 Dispositions: | | | | | |
| | |
Description | | Location | | Cash Received |
|
No dispositions occurred during the three months ended March 31, 2010. |
17
Entertainment Properties Trust
Financial Information by Asset Type
For the Three Months Ended March 31, 2010
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Theatres | | | Retail | | | Public Charter Schools | | | Vineyards and Wineries | | | Metropolitan Ski Areas | | | Waterpark/ Concord Development | | | Subtotal | | | Unallocated | | | Consolidated | |
Rental revenue | | $ | 43,459 | | | $ | 9,060 | | | $ | — | | | $ | 4,138 | | | $ | 315 | | | $ | — | | | $ | 56,972 | | | $ | — | | | $ | 56,972 | |
Tenant reimbursements | | | 1,953 | | | | 3,707 | | | | — | | | | — | | | | — | | | | — | | | | 5,660 | | | | — | | | | 5,660 | |
Other income | | | 23 | | | | 182 | | | | — | | | | 31 | | | | — | | | | — | | | | 236 | | | | — | | | | 236 | |
Mortgage and other financing income | | | 39 | | | | 75 | | | | 6,208 | | | | — | | | | 3,358 | | | | 2,850 | | | | 12,530 | | | | 62 | | | | 12,592 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 45,474 | | | | 13,024 | | | | 6,208 | | | | 4,169 | | | | 3,673 | | | | 2,850 | | | | 75,398 | | | | 62 | | | | 75,460 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating expense | | | 2,457 | | | | 6,587 | | | | — | | | | 690 | | | | — | | | | — | | | | 9,734 | | | | — | | | | 9,734 | |
Other expense | | | — | | | | 216 | | | | — | | | | 178 | | | | — | | | | — | | | | 394 | | | | 7 | | | | 401 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total investment expenses | | | 2,457 | | | | 6,803 | | | | — | | | | 868 | | | | — | | | | — | | | | 10,128 | | | | 7 | | | | 10,135 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,089 | | | | 5,089 | |
Transaction costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,524 | | | | 7,524 | |
Provision for loan losses | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 700 | | | | 700 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | $ | 43,017 | | | $ | 6,221 | | | $ | 6,208 | | | $ | 3,301 | | | $ | 3,673 | | | $ | 2,850 | | | $ | 65,270 | | | $ | (13,258 | ) | | $ | 52,012 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 66 | % | | | 9 | % | | | 10 | % | | | 5 | % | | | 6 | % | | | 4 | % | | | 100 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 75% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,524 | | | | 7,524 | |
Add: provision for loan losses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 700 | | | | 700 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 60,236 | |
| | | | | | | | | |
Reconciliation to Consolidated Statements of Income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,524 | ) | | | (7,524 | ) |
Provision for loan losses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (700 | ) | | | (700 | ) |
Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (19,219 | ) | | | (19,219 | ) |
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12,403 | ) | | | (12,403 | ) |
Equity in income from joint ventures | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 233 | | | | 233 | |
Gain on acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,468 | | | | 8,468 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,091 | |
Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 984 | | | | 984 | |
Preferred dividend requirements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,552 | ) | | | (7,552 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 22,523 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
18
Entertainment Properties Trust
Financial Information by Asset Type
For the Three Months Ended March 31, 2009
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Theatres | | | Retail | | | Public Charter Schools | | | Vineyards and Wineries | | | Metropolitan Ski Areas | | | Waterpark/ Concord Development | | | Subtotal | | | Unallocated | | | Consolidated | |
Rental revenue | | $ | 38,010 | | | $ | 8,100 | | | $ | — | | | $ | 3,989 | | | $ | 312 | | | $ | — | | | $ | 50,411 | | | $ | — | | | $ | 50,411 | |
Tenant reimbursements | | | 1,375 | | | | 3,260 | | | | — | | | �� | — | | | | — | | | | — | | | | 4,635 | | | | — | | | | 4,635 | |
Other income | | | 24 | | | | 587 | | | | — | | | | 20 | | | | — | | | | — | | | | 631 | | | | 509 | | | | 1,140 | |
Mortgage and other financing income | | | 723 | | | | 46 | | | | 5,003 | | | | 24 | | | | 3,280 | | | | 1,363 | | | | 10,439 | | | | 79 | | | | 10,518 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 40,132 | | | | 11,993 | | | | 5,003 | | | | 4,033 | | | | 3,592 | | | | 1,363 | | | | 66,116 | | | | 588 | | | | 66,704 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating expense | | | 2,154 | | | | 5,839 | | | | | | | | 26 | | | | — | | | | — | | | | 8,019 | | | | — | | | | 8,019 | |
Other expense | | | — | | | | 561 | | | | — | | | | 57 | | | | — | | | | — | | | | 618 | | | | — | | | | 618 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total investment expenses | | | 2,154 | | | | 6,400 | | | | — | | | | 83 | | | | — | | | | — | | | | 8,637 | | | | — | | | | 8,637 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expense | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,046 | | | | 4,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 79 | | | | 79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA | | $ | 37,978 | | | $ | 5,593 | | | $ | 5,003 | | | $ | 3,950 | | | $ | 3,592 | | | $ | 1,363 | | | $ | 57,479 | | | $ | (3,537 | ) | | $ | 53,942 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 66 | % | | | 10 | % | | | 9 | % | | | 7 | % | | | 6 | % | | | 2 | % | | | 100 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 76% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Add: transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 79 | | | | 79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 54,021 | |
Reconciliation to Consolidated Statements of Income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (79 | ) | | | (79 | ) |
Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17,437 | ) | | | (17,437 | ) |
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12,629 | ) | | | (12,629 | ) |
Equity in income from joint ventures | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 219 | | | | 219 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,095 | |
Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,234 | | | | 1,234 | |
Preferred dividend requirements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,552 | ) | | | (7,552 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 17,777 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
19
Entertainment Properties Trust
Investment Information by Asset Type
As of March 31, 2010 and December 31, 2009
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2010 | |
| | Retail/ Theatres | | | Public Charter Schools | | | Vineyards and Wineries | | | Metropolitan Ski Areas | | | Waterpark/ Concord Development | | | Consolidated | |
| | | | | | |
Rental properties, net of accumulated depreciation | | $ | 1,828,520 | | | $ | — | | | $ | 204,547 | | | $ | 11,743 | | | $ | — | | | $ | 2,044,810 | |
Add back accumulated depreciation on rental properties | | | 259,389 | | | | — | | | | 12,340 | | | | 1,264 | | | | — | | | | 272,993 | |
Property under development | | | 13,619 | | | | — | | | | — | | | | — | | | | — | | | | 13,619 | |
Mortgage notes and related accrued interest receivable, net | | | — | | | | — | | | | — | | | | 136,409 | | | | 298,571 | | | | 434,980 | |
Investment in a direct financing lease, net | | | — | | | | 215,196 | | | | — | | | | — | | | | — | | | | 215,196 | |
Investment in joint ventures | | | 4,356 | | | | — | | | | — | | | | — | | | | — | | | | 4,356 | |
Intangible assets, net of accumulated amortization | | | 38,451 | | | | — | | | | — | | | | — | | | | — | | | | 38,451 | |
Add back accumulated amortization on intangible assets | | | 7,710 | | | | — | | | | — | | | | — | | | | — | | | | 7,710 | |
Notes receivable and related accrued interest receivable, net | | | 2,173 | | | | 3,780 | | | | 1,294 | | | | — | | | | — | | | | 7,247 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total investments (1) | | $ | 2,154,218 | | | $ | 218,976 | | | $ | 218,181 | | | $ | 149,416 | | | $ | 298,571 | | | $ | 3,039,362 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
% of total investments | | | 71 | % | | | 7 | % | | | 7 | % | | | 5 | % | | | 10 | % | | | 100 | % |
| |
| | As of December 31, 2009 | |
| | Retail/ Theatres | | | Public Charter Schools | | | Vineyards and Wineries | | | Metropolitan Ski Areas | | | Waterpark/ Concord Development | | | Consolidated | |
| | | | | | |
Rental properties, net of accumulated depreciation | | $ | 1,636,580 | | | $ | — | | | $ | 206,229 | | | $ | 11,820 | | | $ | — | | | $ | 1,854,629 | |
Add back accumulated depreciation on rental properties | | | 246,806 | | | | — | | | | 10,645 | | | | 1,187 | | | | — | | | | 258,638 | |
Property under development | | | 12,729 | | | | — | | | | — | | | | — | | | | — | | | | 12,729 | |
Mortgage notes and related accrued interest receivable, net | | | 90,882 | | | | — | | | | — | | | | 135,581 | | | | 296,417 | | | | 522,880 | |
Investment in a direct financing lease, net | | | — | | | | 169,850 | | | | — | | | | — | | | | — | | | | 169,850 | |
Investment in joint ventures | | | 4,080 | | | | — | | | | — | | | | — | | | | — | | | | 4,080 | |
Intangible assets, net of accumulated amortization | | | 6,727 | | | | — | | | | — | | | | — | | | | — | | | | 6,727 | |
Add back accumulated amortization on intangible assets | | | 6,887 | | | | — | | | | — | | | | — | | | | — | | | | 6,887 | |
Notes receivable and related accrued interest receivable, net | | | 2,854 | | | | 3,750 | | | | 1,294 | | | | — | | | | — | | | | 7,898 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total investments (1) | | $ | 2,007,545 | | | $ | 173,600 | | | $ | 218,168 | | | $ | 148,588 | | | $ | 296,417 | | | $ | 2,844,318 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
% of total investments | | | 71 | % | | | 6 | % | | | 8 | % | | | 5 | % | | | 10 | % | | | 100 | % |
(1) | See pages 26 and 27 for definitions. |
20
Entertainment Properties Trust
Lease Expirations Excluding Non-Theatre Retail
As of March 31, 2010
(Unaudited, dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Megaplex Theatres | | | Public Charter Schools | | | Vineyards and Wineries | |
Year | | Total Number of Leases Expiring | | Revenue for the Trailing Twelve Months Ended March 31, 2010 (1) | | % of Rental Revenue | | | Total Number of Leases Expiring | | Financing Income for the Trailing Twelve Months Ended March 31, 2010 | | % of Mortgage and other financing income | | | Total Number of Leases Expiring | | Rental Revenue for the Twelve Months Ended March 31, 2010 | | % of Rental Revenue | |
2010 | | 4 | | $ | 11,451 | | 6 | % | | — | | $ | — | | — | | | — | | $ | — | | — | |
2011 | | 4 | | | 9,554 | | 5 | % | | — | | | — | | — | | | — | | | — | | — | |
2012 | | 3 | | | 7,210 | | 3 | % | | — | | | — | | — | | | — | | | — | | — | |
2013 | | 4 | | | 14,211 | | 7 | % | | — | | | — | | — | | | — | | | — | | — | |
2014 | | — | | | — | | — | | | — | | | — | | — | | | — | | | — | | — | |
2015 | | — | | | — | | — | | | — | | | — | | — | | | — | | | — | | — | |
2016 | | 2 | | | 3,993 | | 2 | % | | — | | | — | | — | | | — | | | — | | — | |
2017 | | 3 | | | 4,613 | | 2 | % | | — | | | — | | — | | | 2 | | | 4,958 | | 2 | % |
2018 | | 5 | | | 13,575 | | 7 | % | | — | | | — | | — | | | 5 | | | 10,312 | | 5 | % |
2019 | | 7 | | | 21,767 | | 10 | % | | — | | | — | | — | | | 1 | | | 771 | | 0 | % |
2020 | | 7 | | | 8,447 | | 4 | % | | — | | | — | | — | | | — | | | — | | — | |
2021 | | 3 | | | 7,210 | | 3 | % | | — | | | — | | — | | | — | | | — | | — | |
2022 | | 9 | | | 16,143 | | 8 | % | | — | | | — | | — | | | — | | | — | | — | |
2023 | | 2 | | | 2,361 | | 1 | % | | — | | | — | | — | | | — | | | — | | — | |
2024 | | 9 | | | 17,365 | | 8 | % | | — | | | — | | — | | | — | | | — | | — | |
2025 | | 7 | | | 13,383 | | 6 | % | | — | | | — | | — | | | — | | | — | | — | |
2026 | | 5 | | | 7,125 | | 3 | % | | — | | | — | | — | | | — | | | — | | — | |
2027 | | 3 | | | 3,939 | | 2 | % | | — | | | — | | — | | | — | | | — | | — | |
2028 | | 2 | | | 1,593 | | 1 | % | | — | | | — | | — | | | — | | | — | | — | |
2029 | | 15 | | | 4,063 | | 2 | % | | — | | | — | | — | | | — | | | — | | — | |
Thereafter | | — | | | — | | — | | | 27 | | | 21,301 | | 45 | % | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 94 | | $ | 168,003 | | 80 | % | | 27 | | $ | 21,301 | | 45 | % | | 8 | | $ | 16,041 | | 7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Note:This schedule relates to consolidated assets only and excludes non-theatre retail. One owned ski property is excluded from this schedule and the remaining ski property investments are held in mortgage notes receivable which are included on page 23.
(1) | Consists of rental revenue and tenant reimbursements. |
21
Entertainment Properties Trust
Top Ten Customers by Revenue
(Unaudited, dollars in thousands)
| | | | | | | | |
Customers | | Asset Type | | Total Revenue For The Three Months Ended March 31, 2010 | | Percentage of Total Revenue | |
| | | |
1. American Multi-Cinema, Inc. | | Retail/Theatres | | $ | 27,400 | | 36 | % |
2. Rave Cinemas/Rave Review Cinemas | | Retail/Theatres | | | 7,336 | | 10 | % |
3. Imagine Schools, Inc. | | Public Charter Schools | | | 6,123 | | 8 | % |
4. Peak Resorts, Inc. | | Metropolitan Ski Areas | | | 3,673 | | 5 | % |
5. Regal Cinemas, Inc. | | Retail/Theatres | | | 3,528 | | 5 | % |
6. SVVI, LLC | | Waterparks | | | 2,850 | | 4 | % |
7. Southern Theatres, LLC | | Retail/Theatres | | | 2,742 | | 4 | % |
8. Ascentia Wine Estates, LLC | | Vineyards and Wineries | | | 2,735 | | 3 | % |
9. Cinemark USA, Inc. | | Retail/Theatres | | | 1,017 | | 1 | % |
10. Rb Wine Associates, LLC | | Vineyards and Wineries | | | 538 | | 1 | % |
| | | | | | | | |
Total | | | | $ | 57,942 | | 77 | % |
| | | | | | | | |
22
Entertainment Properties Trust
Mortgage Notes Receivable
(Unaudited, dollars in thousands)
Summary of Mortgage Notes Receivable
| | | | | | | |
| | March 31, 2010 | | December 31, 2009 | |
| | |
Mortgage note and related accrued interest receivable, 10.00%, due April 2, 2010 | | $ | 33,676 | | $ | 32,848 | |
Mortgage note and related accrued interest receivable, net 15.00% | | | — | | | 126,658 | |
Mortgage note and related accrued interest receivable, 11.00%, due September 10, 2010 (1) | | | 133,119 | | | 133,119 | |
Mortgage notes and related accrued interest receivable, 7.00%, due May 1, 2019 | | | 165,452 | | | 163,298 | |
Mortgage note, 9.53%, due March 10, 2027 | | | 8,000 | | | 8,000 | |
Mortgage notes, 10.15%, due April 3, 2027 | | | 62,500 | | | 62,500 | |
Mortgage note, 9.40%, due October 30, 2027 | | | 32,233 | | | 32,233 | |
| | | | | | | |
Total mortgage notes and related accrued interest receivable | | $ | 434,980 | | $ | 558,656 | |
Less: loan loss reserves | | | — | | | (35,776 | ) |
| | | | | | | |
Total mortgage notes and related accrued interest receivable, net | | $ | 434,980 | | $ | 522,880 | |
| | | | | | | |
(1) | Mortgage note receivable is impaired as of March 31, 2010. In accordance with the Company’s accounting policy, interest income is being recognized on a cash basis. |
Payments Due on Mortgage Notes Receivable
| | | | |
| | As of March 31, 2010 | |
Year: | | | | |
2010 | | $ | 166,795 | (2) |
2011 | | | — | |
2012 | | | — | |
2013 | | | — | |
2014 | | | — | |
Thereafter | | | 268,185 | |
| | | | |
Total | | $ | 434,980 | |
| | | | |
(2) | Includes $33.7 million (including accrued interest) related to a mortgage note receivable that is secured by development land at Mount Snow. Per the terms of the note agreement, the principal and related accrued interest receivable at the April 2, 2010 maturity date rolled into the Company’s $62.5 million first mortgage loan agreement with the borrower. |
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Entertainment Properties Trust
Notes Receivable
(Unaudited, dollars in thousands)
Summary of Notes Receivable
| | | | | | | | |
| | March 31, 2010 | | | December 31, 2009 | |
Note and related accrued interest receivable, 10.00%, due on demand (1) | | $ | 10,000 | | | $ | 10,000 | |
Note and related accrued interest receivable, 10.00%, due on demand (1) | | | 10,000 | | | | 10,000 | |
Note and related accrued interest receivable, 15.00%, due on demand (1) | | | 3,000 | | | | 3,000 | |
Revolving credit facility and related accrued interest receivable, 6.00%, due January 1, 2011 (1) | | | 1,416 | | | | 1,416 | |
Note and related accrued interest receivable, 9.23%, due August 31, 2012 | | | 3,780 | | | | 3,751 | |
Note and related accrued interest receivable, 12.00%, due April 1, 2013 (1) | | | 5,074 | | | | 5,074 | |
Note and related accrued interest receivable, 10.00%, due May 8, 2017 (1) | | | 10,000 | | | | 10,000 | |
Other | | | 874 | | | | 854 | |
| | | | | | | | |
Total notes and related accrued interest receivable | | $ | 44,144 | | | $ | 44,095 | |
Less: Loan loss reserves | | | (36,897 | ) | | | (36,197 | ) |
| | | | | | | | |
Total notes and related accrued interest receivable, net | | $ | 7,247 | | | $ | 7,898 | |
| | | | | | | | |
(1) | Note receivable is impaired as of March 31, 2010. In accordance with the Company’s accounting policy, interest income is being recognized on a cash basis. |
Payments Due on Notes Receivable
| | | |
| | As of March 31, 2010 |
Year: | | | |
Past due | | $ | 23,712 |
2010 | | | — |
2011 | | | 1,416 |
2012 | | | 3,780 |
2013 | | | 5,074 |
2014 | | | — |
Thereafter | | | 10,162 |
| | | |
Total | | $ | 44,144 |
| | | |
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Entertainment Properties Trust
Summary of Unconsolidated Joint Ventures
As of and for the Three Months Ended March 31, 2010
(Unaudited, dollars in thousands)
Atlantic EPR-I
EPR investment interest: 23.0%
Income recognized for the three months ended March 31, 2010: $144
Distributions received for the three months ended March 31, 2010: $157
Unaudited condensed financial information for Atlantic-EPR I is as follows as of and for the three months ended March 31, 2010 and 2009:
| | | | | | |
| | 2010 | | 2009 |
Rental properties, net, held for sale | | $ | 27,152 | | $ | 27,796 |
Cash | | | 141 | | | 141 |
Long-term debt (due May 2010) | | | 14,887 | | | 15,311 |
Partners’ equity | | | 12,309 | | | 12,526 |
Rental revenue | | | 1,108 | | | 1,108 |
Net income | | | 619 | | | 602 |
Atlantic EPR-II
EPR investment interest: 22.8%
Income recognized for the three months ended March 31, 2010: $89
Distributions received for the three months ended March 31, 2010: $99
Unaudited condensed financial information for Atlantic-EPR II is as follows as of and for the three months ended March 31, 2010 and 2009:
| | | | | | |
| | 2010 | | 2009 |
Rental properties, net | | $ | 21,383 | | $ | 21,843 |
Cash | | | 117 | | | 106 |
Long-term debt (due September 2013) | | | 12,862 | | | 13,197 |
Note payable to Entertainment Properties Trust | | | 117 | | | 117 |
Partners’ equity | | | 8,289 | | | 8,428 |
Rental revenue | | | 722 | | | 717 |
Net income | | | 348 | | | 331 |
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Entertainment Properties Trust
Definitions-Non-GAAP Financial Measures
EBITDA AND ADJUSTED EBITDA
EBITDA is a widely used financial measure in many industries, including the REIT industry, and is presented to assist investors and analysts in analyzing the performance of the Company. Management utilizes EBITDA in its analysis of the business and operations of the Company and believes it is useful to investors because it excludes various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA as the sum of net income plus interest expense (net), depreciation and amortization, gain or loss on sale of or acquisition of real estate, noncontrolling interests, equity in income from joint ventures and discontinued operations. Adjusted EBITDA is presented to add back the effect of non-cash impairment charges and the provision for loan losses, as well as transaction costs. The Company’s method of calculating EBITDA and Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA and Adjusted EBITDA do not represent cash generated from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not indicative of cash available to fund all cash needs, including distributions. These measures should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.
FUNDS FROM OPERATIONS (“FFO”)
The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP and management provides FFO herein because it believes this information is useful to investors in this regard. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO, as defined under the NAREIT definition and presented by us, is net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. FFO is a non-GAAP financial measure. FFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO the same way so comparisons with other REITs may not be meaningful.
ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)
In addition to FFO, we present AFFO by adding to FFO non-cash impairment charges, provision for loan losses, transaction costs, non-real estate depreciation and amortization, deferred financing fees amortization, costs associated with loan refinancing and share-based compensation expense to management and trustees; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue, the non-cash portion of mortgage and other financing income, amortization of above market leases, net and gain on acquisition. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.
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Entertainment Properties Trust
Definitions-Non-GAAP Financial Measures
INTEREST COVERAGE RATIO
The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. We calculate the interest coverage amount by adding to net income impairment charges, provision for loan losses, transaction costs, interest expense, gross, depreciation and amortization, share-based compensation expense to management and trustee and costs associated with loan refinancing; subtracting interest cost capitalized, straight-line revenue, and gain on acquisition. We calculated interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. We consider the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. Our calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
FIXED CHARGE COVERAGE RATIO
The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that preferred share dividends are also added to the denominator. We consider the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. Our calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
DEBT SERVICE COVERAGE RATIO
The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that recurring principal payments are also added to the denominator. We consider the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. Our calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.
TOTAL INVESTMENTS
Total investments is a non-GAAP financial measure defined as the sum of the carrying values of rental properties (before accumulated depreciation), property under development, mortgage notes receivable (including related accrued interest receivable), investment in joint ventures, intangible assets (before accumulated amortization) and notes receivable. Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company’s funds have been invested.
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