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Executives

David M. Brain – Chief Executive Officer, President

Mark A. Peterson – Chief Financial Officer

Gregory K. Silvers – Chief Operating Officer

Analysts

Anthony Paolone – J.P. Morgan

[Greg Schweitzman]- Citigroup

[Rod Hines] – Unidentified Company

[Craig Cuchair] - Unidentified Company

Moore, Richard - RBC Capital Markets

Jonathan Braatz – Kansas City Capital

[Dan Romico] - Unidentified Company

Entertainment Properties Trust (EPR) Q3 2008 Earnings Call October 29, 2008 11:00 AM ET

Operator

Welcome to the third quarter 2008 Entertainment Properties Trust conference call. (Operator Instructions). I would like to now turn the call over to your host for today, Mr. David Brain President and Chief Executive Officer.

David Brain

Thank you, Katie. Good morning to all thank you for being with us this morning. This is David Brain. Let me start with our usual preface. As we begin this morning I need to inform you this conference call may include forward-looking statements as defined to Private Securities Litigation Reform Act of 1995 identified by such words as will be, intend, continue, believe, may, expect, hope, anticipate or other comparable terms come these actual financial conditions results of operations may vary materially from those contemplated by such forward-looking statements and discussion of factors that could cause actual results to differ materially from those forward-looking statements is contained in the company's SEC filings including companies report of Form 10-K for the year ending December 31, 2007.

Let me say again, thank you for joining us. We always appreciate your investment of time and interest probably particularly in this day of extraordinary events occurring each and every day.

As we begin this morning I move to paraphrase with apologies Charles Dickens because it really feels like a tale of two companies. It is the best of times in terms of company performance and fundamentals, and it appears to be the worst of times in terms of company stock performance.

To help me illustrate and illuminate my cryptic beginning here are Greg Silvers our Chief Operating Officer and Mark Peterson our Chief Financial Officer. As we get fully underway this morning I want to remind direct you and all once again that there is a simultaneous web cast link available from our website at www.eprkc.com. If you can, please go there now to catch the visual as well as the audio portion of the presentation.

In times such as these of extreme volatility and unexplainable market conditions I believe it makes sense to divide things into camps of what we know and can affect and what we don't know and can't control. In the latter camp is our recent stock price. Honestly, all I have to tell you is I don't know what to expect.

In the former camp is the litany of great results you saw in our earrings press release. We will go to the first slide. In the three nine-month periods just ended revenues are up over 20%, net income's up about 30%, FFO is up nearly 30%, and on a per share basis if we go to the next slide net income and FFO are again, and I stress the repetition of this because of our demonstrated track record of repeating such results, up again approximately 10%. Also, our common dividend paid was up 10% over last year.

I hope this sounds good to you. It is representative of what we plan for, strive for and have been delivering. In the camp of what we know is that the stock market is ultra focused on leverage and liquidity. Those are things we can affect and have been managing of late just as we always do.

Mark will go through all the details of the recent period financials, but for years as well as currently EPR has kept leverage low and the vast majority of our debt fixed on a long-term basis consistent with the lives and terms of our investments.

Going to the next slide, EPR's overall leverage is and has been about 50% of our book assets. Our credit and coverage ratios are and have been for years what are generally considered to be investment grade levels with interest coverage of about 3.25 times and fixed charge coverage of about 2.5 times. No real change here yet the stock is off massively in the last 30 to 60 days. The connection seems to have been dropped.

As I said, liquidity also falls into the camp of the explainable and more controllable and here again we have good and consistent news. Going to the next slide, as has been our demonstrated method of operation EPR has accessed the capital markets in the third quarter consistent with our investment program and prudent balance sheet management.

During the quarter we announced a new $225million project funding commitment and also executed on capital formation of about $290 million, $113 million of equity and $177 million of debt. We have made it our policy and our practice to not let our commitments run ahead of our known capital capability.

One additional element of what we know, although other than that our original underwriting is not really much under our control, is our tenant property level performance. I'd like to run through our key niche tenant industries with you. I believe you'll find this data very informative and comforting.

Our largest tenant industry focus, the first run exhibition industry, is demonstrating it's often attributed recession resistant nature. Box office revenues are up year-to-date about 1% over last year.

Our ski property operator, Peak Resorts has reported in October season pass sales are up over the prior year same time about 8%.

Our charter public school operator, Imagines reported their so-called first hard enrollment counts taken in late September show enrollment up about 10% from a portfolio average of about mid-70's to mid-80s.

Our winery operators really don’t have a reporting interval right now but I can tell you the 2008 harvest is roundly being considered called a success given the wine growing regions battles and tough frost this growing season and the anecdotal contact we have with them reflects healthy increase in sales.

Overall the data is very positive, very encouraging and quite a contrast to the recent decline in share price profile.

Before I leave our tenant industry news front, I want to touch on one other big news item of the quarter and this regarding exhibition.

Just at the end of the third quarter it was announced that the negotiating consortium DCIP, Digital Cinema Initiative Partners, formed by the three leading exhibition companies, AMC, Regal and Cinemark, had reached an agreement with the majority of Hollywood studios on a timetable and economics to support the transition of theatrical presentation from analog to digital including 3D.

This is huge. Progress has been made up to now on this topic, but with this large block of the industry reaching a global agreement the progress will move from piecemeal to an accelerated pace.

This means good things for EPR. In terms of improvements at our property that we do not have to pay for and a more rapid advancement towards the alternative content and pricing power that we have discussed in our previous calls. We expect this not only to improve tenant profitability and thus stability, but also increase our profile of percentage rent collections in the future.

Now, before I turn it over to Mark and Greg, I want to cover another very important point. In addition to our detailed quarter review we also regularly discuss our outlook for the next calendar year in this, the third quarter call.

This is a bit more difficult right now given the dislocation of the capital markets and the bad news is that the volatility is forcing us to consider 2009 as a year of very limited transaction volume. The good news, though, is EPR in contrast to a lot of other triple net names is not wholly oriented on new acquisition incretion to gross year holder values and returns.

As we have stressed regularly in our calls and communication, EPR writes its leases and notes and those circumstances where we structure our investment at the loan, with escalators and percentage in participating payments.

These features along with the annualization of accretive transactions executed during the 2008 period are expected to yield a solid positive increase in 2009 per share results of up 2 to 4%. We are at this time giving an official range of $4.65 to $4.95 of FFO per share for 2009. That is wider and asymmetrical. That is not centered around what I just said, but that is a result of the extraordinary market conditions.

It's hard to forecast much of anything today so we're attempting to be cautious and conservative. Our investment spending in 2009 is set at $125 million which is wholly composed of funding for already announced portfolio projects.

And importantly, it's all capable of being funded with no new capital markets activity, but hopefully as the world and the markets return to conditions of some greater level of stability we do want investors to know that we have very positive elements in our portfolio and opportunity set to more aggressively advance shareholder performance metrics as conditions permit.

Now, I'll turn it over to Mark and then Greg for their comments and join you in a few minutes.

Mark A. Peterson

I have a lot to cover today but let's begin with the review of the significant items from our recently completed third quarter. As you can see on the first slide our net income available to common shareholders increased 37% compared to last year from $20.7 million to $28.5 million. Our FFO increased 32% compared to last year from $29.6 million to $38.9 million. On a diluted per share basis, FFO was $1.20 compared to $1.10 last year for an increase of 9%.

Now turning to the next slide, for the nine months ended September 30, 2008, our net income available to common shareholders increased 24% compared to last year from $59.7 million to $73.9 million. Our FFO increased 26% compared to last year from $82.5 million to $104.2 million. On a diluted per share basis, FFO was $3.41 compared to $3.07 last year for an increase of 11%.

Looking at the details of our third quarter performance, our total revenue increased 22% compared to the prior year to $75 million. Within the revenue category, rental revenue increased 8% to $52.1 million, an increase of $4 million versus last year. Percentage rents included in rental revenue was approximately $600,000 for the quarter, which was the same as last year.

Tenant reimbursements increased 12% or $550,000. This increase is primarily due to expansion and leasing of the gross leasable area at our four Canadian entertainment retail centers.

Mortgage and other financing income was $17.1 million for the quarter for an increase of $8.9 million versus last year. This increase is due to the higher outstanding balance of mortgage and other notes receivable during the quarter compared to the prior year, as well as financing income recognized related to our direct financing lease investment in charter schools.

As noted in our press release, in August we provided a two-year secured first mortgage loan for a planned resort development in Sullivan County, New York. During the quarter we funded $132.5 million of a $225 million total commitment. There will be more financial details on this investment in our 10-Q, but the punch line is that we are recording mortgage financing income with a yield of approximately 13.9% using the effective interest method. Greg will discuss this project in more detail in a few minutes.

On the expense side, our property operating expense increased approximately $800,000 for the quarter. As with tenant reimbursements, this increase is primarily due to increases at our four Canadian entertainment retail centers, as well as increases in our bad debt reserves.

Other expense was approximately $430,000 compared to approximately $1 million last year. The decrease of $600,000 is due to $500,000 less in expense recognized upon settlement of foreign currency forward contracts and about $100,000 less in expenses related to our TRS operations at our family-bowling center in Westminster, Colorado.

G&A expense increased $700,000 versus last year to approximately $3.7 million for the quarter. This increase is due primarily to increases in personnel-related expense including share-based compensation as well as increases in professional fees. Additionally, G&A expense for the third quarter of 2008 includes about $300,000 in costs associated with terminated transactions.

Interest expense increased $1 million or 6%. The increase in interest expenses resulted from increases in debt associated with financing our additional real estate investments and notes receivable.

Minority interest was $488,000 for the quarter and as in the prior year is due primarily to minority interest income related to our White Plains investment. As I have discussed previously, this accounting nuance related to White Plains does not impact our reported FFO. The minority interest incomes for the current quarter was partially offset by minority interest expense of $116,000 related to global wine partners, our minority partner in vinery.

While looking at the ratios for year-to-date through September, as David touched on, interest coverage was 3.3 times, fixed charge coverage was 2.4 times and debt service coverage was 2.5 times, as David mentioned, all very healthy and consistent with the past.

Now I’d like to discuss our recent capital markets activities. As has been our track record we have once again successfully accessed both the debt and equity capital markets in very attractive terms during the quarter.

Turning to the next slide during the quarter we raised approximately $113 million in equity. As we have previously announced at the end of June this year we began offering common shares under our revised dividend reinvestment and direct share purchase plan. During July we issued 324,000 common shares and an average purchase price of $50.61 per share resulting in total net proceeds of approximately $16 million.

Additionally in August we completed a registered public offering of 1.9 million common shares at a purchase price of $50.96 per share resulting in total net proceeds of approximately $97 million. Year-to-date we have raised over $300 million in equity at attractive pricing.

Now moving to debt capital during the quarter we received new debt commitments as David mentioned totaling $177 million and closed on approximately $136 million of new long-term debt.

As shown on the next slide in August 2008 we obtained a secured mortgage loan commit for $112.5 million of which half or $56.25 million was advanced during the quarter. This mortgage is secured by the mortgage receivable investment entered into in conjunction with the planned resort development in Sullivan County New York which I discussed previously.

This debt bears interest at LIBOR plus 3.5% with a LIBOR floor of 2 .5% and matures on September 10th 2010 the same date our mortgage note receivable is due. This debt is recourse to the company and requires monthly interest only payment. It is anticipated that the remaining debt commitment of $56.25 million will be funded simultaneously with the funding of our remaining $92.5 million mortgage investment such that the net future cash commitment to EPR related to this investment is approximately $36 million.

Turning to the next slide, last quarter I reported commitments to expand our winery and vineyard facility from $65 million to $117 million. As we have previously announced additional commitments have since been secured such that our expanded winery and vineyard debt facility is now $129.5 million.

The interest rate on the expanded facility is LIBOR plus 175 basis points on loans secured by real property and LIBOR plus 200 basis points on loans secured by fixtures or equipment. The advanced rate remains at 65% of the lesser of cost or appraised value. And maturity date of each loan is still the early of 10 years of disbursement or the end of the related lease term.

The amended credit agreement is 30% recourse to the company and also includes an accordion feature which was increased to $170.5 million subject to lender approval. During the quarter we drew approximately $80 million on this facility and entered into interest rate swap agreements to fix the interest rates on these loans at a weighted average rate of 5.1%.

Year-to-date we have drawn approximately $93 million under this facility, leaving $37 million still available. Thus in a period when debt has been so difficult to obtain we doubled our winery and vineyard debt capacity and closed a significant amount of loans on very attractive terms.

Now turning to the next slide, at September 30th I our total outstanding debt was approximately $1.2 billion of which $1.1 billion was fixed rate long-term debt with a blended coupon of approximately 5.9%. We had $85 million outstanding under our unsecured revolving credit facility at quarter end, and our overall leverage on a book basis was about 47%.

Now certainly the focus in today’s economic environment is on liquidity. And as I will review with you on the next slide, I think we are in excellent shape in that regard. The first point that I would like to make is that we do not have any debt maturities in 2009.

Our revolver has a one-year extension that will extend its maturity date out to January 31, 2010. Additionally our only 2010 maturity on a consolidated basis that is not currently expendable is the $112.5 million note related to our Sullivan County New York investment. Only half of which is outstanding at September 30th as I previously discussed.

Furthermore the maturity of this note corresponds with the maturity of our $225 million mortgage investment and the anticipated completion of the resort complex. It should also be noted here that our operating cash flows more than cover dividends and recurring principle payments.

As you can see on the next slide, we have $246 million of liquidity available under our existing credit facilities in unrestricted cash. This is comprised as you can see of $142 million of availability on our revolver, $37 million of availability on our winery and vineyard debt facility, $56 million of availability on our Sullivan County term loan and $11 million of unrestricted cash.

When we consider our anticipated fourth quarter investment spending of approximately $20 million and the $125 million in 2009 investment spending that David mentioned in his introductory remarks, we find ourselves with a cushion of just over $100 million. And just to be clear this $100 million cushion does not include the benefit of any pending asset dispositions that David and Greg will discuss.

Now I would like to discuss our 2008 and 2009 guidance. Turning to the next slide, we are reaffirming our 2008 FFO guidance of $4.55 and $4.62 per share. Additionally as Greg will discuss further we are also increasing our 2008 investment spending guidance from $350 million to $500 million.

I would like to make a few observations about our expected results for the fourth quarter of 2008. First as implied by our updated 2008 investment spending guidance, we expect a minimum level a minimum level of fourth quarter investments and these investments will have a minimal impact in FFO per share.

Second the fourth quarter results will reflect the full-diluted impact of over 2.2 million common shares issued during the third quarter. Third, the recent weakening of the Canadian dollar versus the U.S. dollar will negatively impact our fourth quarter results by approximately $0.03 as compared to our third quarter results if the current exchange rate holds throughout the remainder of the fourth quarter.

Now turning to the next slide, our 2009 FFO guidance is $4.65 to $4.95 per share. And our investment spending guidance is $125 million as previously mentioned. Our relatively wide range for 2009 FFO guidance is reflective of the current state of the capital market. If the capital markets do not improve into the latter part of 2009 we expect to be closer to the lower end of the range. However, if there is a substantial improvement in the capital markets by the early part of 2009, we could reasonably expect to be closer to the high end of our range.

It is important to point out that the low end of our range reflects the Canadian asset disposition of approximately $100 million with no FFO benefit from reinvesting the proceeds in new real estate assets. While this assumption is very conservative it gives us the flexibility to build an ever-large liquidity position in the $100 million I discussed earlier if the capital markets do not improve during 2009.

The loan of the range also assumes a Canadian exchange rate similar to today’s rate. This negative impact is not as dramatic as analyzing the unfavorable $0.03 of impact in Q4 2008 that I previously discussed due to our existing foreign currency hedge and the planned sale of a Canadian asset which reduces our FFO exposure to the Canadian dollar.

Now let me turn it over to Greg for his comments on leasing and investing activity.

Gregory Silvers

Thank you, Mark. As you will recall from our last call we moved our capital expenditure forecast upward to $350 million and I’m happy to report to you that we’ve exceeded this amount with our accomplishments in the third quarter. I will speak later to our planned investments for the balance of the year but first I would like to highlight our investments for the quarter and talk about the performance of our assets.

During the quarter we invested $132.5 million in a planned resort casino development in Sullivan County, New York. The total project is expected to consist of a casino complex and a 1,580-acre resort complex with a spa hotel, water park hotel, two golf courses, a water park along with various rebuild developments.

The project which is the genesis of public and private support was spurred by a legislative change that amended the gaming tax from 68% to 25% for only one county in the State of New York. Sullivan County. The project upon completion is expected to employ over 2000 people and enjoys unique bi-partisan government support from both the State and Federal authorities.

As with other construction projects we’ve structured our investment as a mortgage with certain rights to convert to fee ownership as the project is further developed. During the quarter we also invested an additional $12.5 million in the Schlitterbahn project bringing our total funding to date to $126.2 million.

We also completed the construction and opened a 12-screen theater in Glendora, California that is operated pursuant to a long-term triple net lease with AMC. We also invested an additional $6.9 million for the expansion of one of our winery facilities, invested approximately $1.5 million per additional retail expansion in our Canadian retail centers, provided $3 million for the continuing development of our Suffolk Retail Center and invested approximately $4.2 million for improvements at our ski facilities.

Now I’d like to talk a minute about the performance operating performance of our properties. Our theater properties continue to perform well during these turbulent times with the theater exhibition business slightly above 2007’s record setting year.

The industry is achieving these numbers despite a hotly contested election season that has left precious little television time available for advertising. Even in this difficult economic period consumers are still demonstrating a willingness to spend their dollars for out of home entertainment, with this past weekend exceeding last year’s same period by 41%.

I’ll go directly to the slides, our public charter schools continue to meet or exceed our expectations for enrolment. For the schools that we purchased in tranche one and two comparing the 07-08 school year to the 08-09 school year, we increased capacity at the schools by 6.5%, we increased enrolment 10.5% resulting in an 87% overall occupancy.

On the next slide regarding our tranche two-school investment, our schools have an occupancy of 86% representing substantial growth from the previous year. Although we’ve stated it many times before, I think it bears repeating that our schools are public schools that receive State and Federal reimbursement and unlike private schools are not dependent upon parents for payment of tuition and fees.

Additionally we think it’s’ important to note that both presidential candidates have not only spoken favorably about public charter schools but have also called for their expansion to meet the needs of primary education in the future.

While the season has not begun for our ski properties, I can report to you that sales of annual passes is approximately 8% ahead of last year’s numbers, which should bode well for their success. Furthermore we’ve completed our final review of our ski assets and the rent coverage for our portfolio for the 07-08 ski season was approximately 1.8 and the average rent coverage for the five-year period was 1.65.

With regard to our vineyard and winery properties our tenants are winding down the 2008 harvest and to date sales and revenues are trending approximately 4% to 5% up over the previous year.

As the metrics indicate our portfolio is performing well. But we are not completely insulated from the disruptions being experienced in the financial markets. We currently have two projects our Schlitterbahn water project and our recently announced Concord project that include bond financing as part of their capital allocations.

With the difficulties currently in the bond market, these projects may be delayed. The extent of the delay will be driven by the market; however we remain confident in the fundamentals of the projects and the corresponding security and guarantees that support our investment. This potential delay, should it arise, will likely also cause a slow down or delay some additional investment spending by us.

In our last call we also discussed having an asset under purchase contract. That transactions involving a significant Canadian asset has not closed and remains in due diligence; however given today’s economic environment we cannot give any assurances that the purchaser will complete the acquisition. What we can say is that if this transaction is not completed we are more than happy to own this asset and have no compelling need to complete the transaction.

As I promised earlier, I’d like to spend a second on our capital expenditure plan for the balance of the year. With the potential delay of certain projects that we spoke of today, our commitments for the balance of the year should be minimal and bring our total spending for the year to approximately $500 million.

And as Mark has indicated we are currently budgeting approximately $125 million of spending for 2009. This spending number is not contingent upon the asset sale that we discussed today but could be supplemented by such a sale.

As we’ve indicated today this spending guidance is very conservative as compared to previous years and does not reflect our lack of opportunities but rather a measured approach to the times in which we exist.

As I’ve stated when we have greater certainty regarding the markets or these asset sales that we discussed today we will update you on further growth. A quick update on our occupancy we continue to have 100% occupancy of our theater asset and 95% occupancy of our non-theater retail assets.

And with that I’ll turn it back over to David.

David Brain

As we go into your questions I want to stress a couple of points made, throughout our presentation segments. Number one leverage, it is in place, largely fixed, with no maturities in 2009. Second, liquidity likewise well under control with resources in place to meet all our commitments. All together, these elements combined, with the organic growth built into the company and its portfolio, yield an acceptable, albeit more modest level of growth than we regularly deliver in key shareholder returns.

Also before we open the lines, I want revisit Greg’s comment that we have received several, separate, serious offers from foreign buyers on different, large, portfolio assets, during the last few months, and although market conditions are such that not much can be relied on these days, the good news is that we have no pressed liquidity needs to complete these transactions.

But the even better news is that should they be completed, they would represent substantial gains, possibly require special dividend to meet our need requirements, and most certainly would present us with an even stronger liquidity profile to approach a variety of market opportunities.

And lastly, the dividend outlook. Given the strong financial profile just outlined and detailed, I would guide you to expecting another dividend increase in the first quarter of 2009, continuing the annual trend we have demonstrated since our founding. No decision has been made by the board. So, nothing can be relied upon yet. But we continue to look forward to dividend increase consistent with our normal payout ratio of the last several years of about 73 % of per share FFO.

All right, with that, I will turn it over the questions.

Question-and-Answer Session

Operator

(Operator Instructions). Your first question comes from Anthony Paolone – JP Morgan.

Anthony Pallone – JP Morgan

Thank you and good morning. First, on just the guidance you did $1.20 FFO in the quarter. So, just annualized to up in the mid point of your '09 guidance range, so can you just talk about what items that would seem enough to be dilutive next year would bring you down into like the lower end of the range?

David Brain

Yes, as we mentioned that guidance Tony, we talked about that asset sale, really three, and very conservatively and just basically paying down debt and putting it in the bank, and so you really lose what you are earning this year on that investment. It goes down to basically a debt rate or cash in the bank rate. So that is really the significant decline, year-over-year, that is the problem which is annualizing the fourth quarter.

The other thing you have going on in that scenario is the, as we talked about, is the Canadian exchange rate, from what we have in the third quarter versus what we expect kind of at current levels, what we budgeted for, for the full year of 2009.

Anthony Paolone – JP Morgan

Okay and what is the contemplated cap rate on Canadian asset sale?

David Brain

I do not want to give any specifics Tony but it's sub seven.

Anthony Paolone - J.P. Morgan

And then, can you spend a few minutes on Schlitterbahn, and the capital structure there, and what other capital he has outside of EPR’s has been put into the project or committed this far?

David Brain

Sure Tony. During the quarter, I mean, A, it has really been driven by this disruption of the bond market. We talked earlier about a construction commitment, and we actually received a construction commitment from the developer during the quarter but it was contingent upon the bond issuance. And therefore, now with the disruption in the bond issuance, it has kind of put that, in a little bit of chicken and an egg, so were kind of waiting for those bond markets to open up.

The tenant continues to put money in our operating tenant and we are continuing what we have talked about today is; slowing that project down. We fell like we have the components there now and slowing that project down to until the bond markets open back up, and then finishing out that project. But as I said, you know, with the security we have and the guarantees that we have in place from our tenant that we feel very comfortable that we don’t have any issues getting to that period when it reopens and completing the project.

Anthony Paolone – JP Morgan

Are you currently receiving cash interest or accruing interest on that debt?

David Brain

They really have the choice to add to the loan or current pay. So that is really the current status.

Anthony Paolone – JP Morgan

Have they opted to accrue at this point or are they paying cash?

Gregory

We are getting cash pay.

Anthony Paolone – JP Morgan

But they could switch that if they feel the need or just make that choice?

David Brain

Yeah. They have the choice each month. They can pay us in cash or they can add that to the loan and that is the status as we sit today. So we don’t have any commitment per se one-way or the other. We would expect probably, have a discussion with them that we would like to see, a history is for them that they are generating enough cash off their other projects. And save the powder for the project.

Anthony Paolone – JP Morgan

Is there a contingency plan if say, this goes six months, 12 months without bond yield being done, defined financing elsewhere?

David Brain

Of course, we'll definitely be exploring that as we go, and that involves working with both public and private sources. As you can imagine, this is an amenity that both the local and state government is very much involved in, and if we have gone back, and talked to them about, if the bond market does not open up for these type of bonds, do they open up for TIF-type bonds? Do they open up for other type of things, and their involvement in there, as well as just traditional private sources? But yes, we are definitely exploring that, and we have gotten assurances from bond counsel that they think this market will come back. It is just a matter of time.

Anthony Paolone – JP Morgan

And with respect, can go through some of the same dynamics on Concord in terms of whether your interest being received there is cash or accrued?

Gregory Silvers

Well, in that situation, we have an interest reserve account that was funded when we did the project, and so we draw down on the interest reserve account. And that again, the construction lenders were committed for the entire amount of the project. The developer was awarded bonds to our cheaper source of funding, so in fact, lowered his original construction loan commitment to reflect the benefit of the bonds.

I am sure there is discussion going on right now depending on were that bond market is and how long it is closed that he will go back to the construction lenders, and have them go back to their original commitment letter. But if – we went the bond route because of what was perceived to be some cheaper financing for the developer, but at the time of the outset, we had construction commitments for the entire amount of the project from private lenders.

Anthony Paolone – JP Morgan

And when was the commitment made on that, and then subsequently I guess reduce, I guess how realistic is it for them to go back to the original construction lender and ask for more, given the environment, and what has happened in the last 60 days?

Gregory Silvers

I think David has spoken to those lenders so.

David M. Brain

I mean my last conversation with the lenders is they were prepared to. The project is viewed as very attractive and very lucrative, and so the construction, the original construction lenders had planned to support it without the bond component, and then when the bond component became authorized they just yielded up that position.

So, they -- I don’t know, Tony, but as we spoke to them, things change everyday, but as we spoke to them within the last thirty 30 days, they were prepared to support that project without the bond commitment. We will just go day to day, but on our last conversation with them is they were the resources absent even the bond commitment to complete the project.

Anthony Paolone – JP Morgan

And if that project gets delayed, and you have a maturity date on your debt, what was the anticipated source of capital to pay you back, and does that put that at any risk?

David Brain

Will I think Tony you have got to look at where that project is at. The construction lenders for the project are also the lenders who provided us the debt on this side of the project. So our anticipation will be that their, that people will make the necessary accommodations to complete the project because they are the lenders on both sides.

Anthony Paolone – JP Morgan

Okay, and then finally with respect to the idea that you could potentially sell some big assets here, that you have received some interest recently, what do you think has prompted that interest? That seems to be a fairly new dynamic that we have heard from you all that you have gotten a lot of unsolicited interest to buy a lot of your assets all of the sudden? And what would be your first choice and use of those proceeds if you did go ahead with the sale?

David Brain

Well I think the interest is coming mainly I think because of the stability of the cash flow. I mean I think we kind of demonstrated over the years that this is, these type of assets are – and it’s varied out in this market; people feel good about its recession resistance. As far as use of the capital, Mark, has talked about in the plan. It's far – I will be honest it’s quite conservative but what we're talking about is paying down debt.

Now as we get visibility that things are getting better than – trust me we’ve got a ton of great opportunities out there that we can take advantage of right now and redeployment of that capital, but I think it’s – no one is rewarded for being not conservative.

So we’re taking a conservative approach to this and we will see as time develops. You gentlemen want to…

Mark Peterson

Yes, Tony, it’s a combination of, there’s in all cases it’s foreign buyers outside of North America and I think it’s a matter of looking in and, or both as Greg mentioned stability. I think it’s also part of North America has been different points at different times, some levels kind of on sale, for foreign buyers, all the dollars strengthening these days.

But it's a combination of that and looking for stability in this market. We have good performing properties and probably our receptivity. That we tentatively haven’t been a seller of assets but we’ve tended to be responsive at this time to more explore these overtures of interest.

Operator

Your next question comes from the line of Michael Bilerman – Citigroup.

[Gregory Schweitzman] – Citigroup

Hi, in regards to the investment spending the 125 next day, could you provide a bit more color on the investment mix of that spending?

David M. Brain

Well the primary piece is the second, is the remaining $92.5 million on the Concord investment. We funded $132.5 in the current year and we plan on funding the additional $92.5 next year to get to our $225 million total commitment.

Now keep in mind simultaneous with that funding we’ll receive $56 million in debt proceeds so really the net commitment from a cash perspective is a $36 million to the company. That’s the largest part and then the rest of it is existing projects that are being completed. We have a theater project that has a remaining piece to it. We’ve talked about the Suffolk retail project.

Mark A. Peterson

It becomes drips and drabs of other projects.

[Gregory Schwietzman] – Citigroup

So there’s no new theater developments?

Unidentified Corporate Participant

Not at this time.

David M. Brain

With that said we have, I will iterate, we have potential, incredibly good opportunities out there for theater developments for both and I would tell you more so Greg on a portfolio basis, people are looking to sell five to seven theaters as a group, as you can imagine there’s a significant number of large retail guys who are looking to generate cash an have theaters as part of their retail component and they’ve been approached about what we think our very good theaters and very attractive rates.

The question is do we – we’ve got to gain some visibility to the capital markets that gives us the comfort that now’s the time to make the move.

[Gregory Schweitzman] – Citigroup

Right. And then what about charters what’s the likelihood that you’ll exercise the remaining $40 million on the schools?

David M. Brain

You know we have charter schools out there that are available to us right now. I mean I think you here a consistency here that liquidity is kind of king and when do you – we probably don’t dip into our liquidity until we see the availability of the next line of liquidities. So I think it’s recovery and either the debt or equity markets that gives us a sense of stability so that we can lay a base in and grow from.

[Gregory Schweitzman] – Citigroup

The other [inaudible] initiative you have looking forward to the Chinese and Indian markets and the developing upscale concepts is that still, are you putting everything on hold or are you still looking at that?

David M. Brain

We’re still looking at that. We’re also I mean looking at potentially doing that with partners or something with somebody else’s money potentially to do, to allow us to continue those initiatives but without diluting our existing shareholders.

Mark A. Peterson

Actually I was going to say it would be a creative to our shareholders. It's not really taking away from our liquidity that exists in the company. We find a new possibility. We’re looking at some externally managed possible assets executed on some of those opportunities. They're still there.

[Gregory Schweitzman] – Citigroup

And then could you provide a bit more detail on the extension of the line on the timing of when you can finalized that extension and who’s the lender behind that?

David M. Brain

We give our notice right about Halloween so coming up this Friday we’ll give our notice of our desire to extend and it’s at our option so we will – that’ll be extended, otherwise due January 31st, ’09. It’ll be due then a year from then, January 2010.

[Gregory Schweitzman] – Citigroup

And who’s the lender?

Unidentified Corporate Participant

It’s a syndicate led by Key Banc.

Operator

Your next question comes from the line of [Rod Hines].

[Rod Hines]

Hi, can you walk through the collateral on the loan for Schlitterbahn and for the Concord resort? Is it just the land that’s collateral? Or is there, are there other assets behind that?

David M. Brain

Well you have, well for Schlitterbahn you have the land that’s there but you also have the guarantees as it relates to the operations other parks which they have three parks in Texas and we have various guarantors there that support that and their cash flow their to support that. With the Concord we actually have the land, we have a pledge of the license and we also have the personal guarantee of, yes have a, yes, a minimum $500 million net worth.

[Rod Hines]

Okay, had, can you walk through how the park in Galveston handled some of the storms?

Gregory Silvers

They did suffer some damage but as you can imagine it was an outdoor water park they’re probably prepared to bring on some water.

David Brain

So if any placed is prepared to get wet.

Gregory Silvers

They had a couple of large structure slides that suffered some damage but it was fully insured and our discussions with them is they anticipate being fully operational for the next season and I’ll see, that’s a seasonal business and they will open back up in the season in the spring.

[Rod Hines]

Okay and then did you walk through on your cash drawdown for the Schlitterbahn project, is that inclusive of accruals or is that the cash drawn down?

David M. Brain

Well that’s total everything that we have, we’ve got into the project.

[Rod Hines]

How much of accruals are in there?

Gregory Silvers

Well I don’t have that handy. We have about $126, $127 million invested total including interest.

David M. Brain

And took, took, it’s really it’s a lot of, there’s $90, about $92 million of land acquisition and then you’ve got prep and side work so it’s substantially dollars that are either in the six, the equipment for the water park, the, we’ve done all of the site work, expanding the road. So it’s truly probably most everything in there is land and land prep.

Gregory Silvers

Yes, that’s right.

Operator

Your next question comes from the line of [Steve Randalnovik].

[Craig Cuchair]

Yes, hi this is actually [Craig Cuchair] on for [Steve]. I have a question, did you guys give any update on the Toronto Life Square project today and if so kind of any of their needs to refinance or get financing to complete that project?

David M. Brain

We did not give an update on that project. I mean the project is essentially complete. I think we have about maybe 10% remaining vacancy on that. The theater is up and performing very well. The retail is performing very well. So we’re very happy with that asset.

Mark Peterson

The project is performing according to plan and the NOI is according to plan, including the billboard leasing is going reasonably according to plan, which is a substantial part of that asset's income. It does, [Craig] it does have a construction loan, the maturity of that is coming up and we really, we’re waiting to get input on, from our partner there on basically what the terms of that so we can determine our conversion right and rate into that project and if we want to, if we want to execute that.

It’s got a- it’s got an underlying construction loan with maturity in Q4, but it, also the developer that’s, that’s not us, we’re a lender on the project. At this juncture has had an invitation from the primary lender to make application for an extension on a loan?

[Craig Cuchair]

Okay, so it would be more an extension, the construction loan as opposed to more longer term financing on the real estate?

Mark Peterson

What we don’t know at this point is-is there’s- there’s several developments that are going on at Metropolis that could either create our-our time of- of converting or exiting that investment and we’re just kind of seeing how that plays out.

[Craig Cuchair]

I got you. So would it be your, I mean kind of what are you guys think is going to happen, you’re probably going to roll this into an equity position or exit in the next couple of quarters?

David Brain

I would think that’s true.

[Craig Cuchair]

And I just want to make sure I understand the accounting for the Concord Mortgage investment. I believe your, you guys are going to be booking that at 13.9%. Is that then cash coming off of an interest reserve?

Gregory Silvers

There is an interest reserve. There’s a couple of components to that. We get an up-front commitment fee of 3% first of all, so it’s up front. The interest rate on that is 9% for the first year, and I think 11% for the second year. And then we get paid at the end 105% of our original principal amount, so accounting-wise you put that all together, it creates a 13.9%, I’m sorry point, yes, 13.9% effective interest rate on the project over time, so.

Mark Peterson

There’s some component of that is the back end exit fee is the vast majority of it is strong down out of the reserve.

David Brain

Part of the reserve, yes.

[Craig Cuchair]

So, do you guys have any estimate kind of what the, what the straight-line impact might be for next year?

David Brain

I don’t because the commitment fee and the principal amount, that 105%, you could do the math on it if you just schedule it out, I don’t have that handy but it’s if you think about an up front fee of 3% recognized over the term, you think about a 5% backend payment, you think about interest at 9% and 11%, you can spread it all out and you can kind of see what the receivable grows by in the earlier periods.

[Craig Cuchair]

No, I appreciate the color on that.

Mark Peterson

I don't have that with me.

[Craig Cuchair]

That’s fine, I can do that. You guys had a pretty robust acquisition pipeline and, you know, I think someone else mentioned the charter schools in the vineyards, what are – I know you’re being cautious and retaining capital and liquidity, but you know is there any, do you have any concern about sort of the options that you have on some of those projects as well as maybe with Capelli expiring? Or is it do you feel like you can extend those and that there’s still a great amount of interest for you guys to participate once the capital markets open up?

Gregory Silvers

Let’s talk about them specifically [Craig]. The schools I don’t think we have any concern about extending our ability to extend our relationship. We were in contact with those people regularly. They see us as a capital partner to execute their business plan and they are equally aware of the turbulent times that we’re dealing with so we feel very good about that.

With Capelli, I think we feel very comfortable. This is a long-standing relationship of developments and thing that we’re involved with him in. As far as our wine, our wine we really don’t have anyone where we have a certain option. Our relationship with Global Wine Partners is not a timed relationship. It’s been one where we both are committed to a JV. So I don’t really see that.

On the other side of your question, I think you were talking a little bit about what different opportunities where we’re seeing things, and I’ll go back to that. If I was telling you right now, probably the best opportunities that we’re seeing right now are in theaters. I mean there’s just some really, really great opportunities out there right now in our core set, whereas some of the stuff earlier this year may have been a little bit away from that and into some of these new areas. Right now there’s just some really exciting things going on out there as far as potential for deals.

Mark Peterson

Yes, I don’t even-- on our options I don’t even know of expiration periods really. The relationships that underlie those are really what’s – the strength of that and they’re very strong and our expectation is as the markets re-gather themselves, those are going, they’ll be still available to us. But as Greg said we’ve got a lot of opportunities outside of that.

Gregory Silvers

And in fact with our charter, we’re talking to them about their, beyond ’09, ’10, ’11 capital plans and how we fit in with those, so.

David M. Brain

Yes, substantially beyond the original $200 million contemplated, we’re talking about substantial more than that.

[Craig Cuchair]

Right. And I know you guys historically have not bought back, I’m not even sure if you have a-- could you give any comments on if you have a buyback authorization out there and I know everybody’s focused on maintaining liquidity, but that said, is there the opportunity to do that?

Gregory Silvers

Craig, from long time ago, I mean and this is probably several, several years ago our board authorized a stock buy back that really had a number limitation, not a kind of date limitation, so there is technically one out there. But I think it really goes to what yield you can buy those out versus what kind of yield that we can do asset purchases at.

David M. Brain

That secondly, we’re in, economically, globally in an economic, in a cash constrained environment or capital constrained environment most people are going the other way and kind of retaining liquidity rather than buying back shares. But I think Greg is right, if things were to open up, you’d have to evaluate it versus what we would do in our other projects. We’re seeing some great yields in our other projects that might be more attractive than even buying back our own stock, even at rates that are in the 30s or share price levels that are in the 30s.

[Craig Cuchair]

No, I think that makes sense and then finally, in your guidance I believe you didn’t have the asset sale in your guidance, so is it under the assumption that kind of the $60 or $70 million net spend you would have excluding the $56 million loan with Concord would be on your line?

Mark Peterson

I think we did have the asset sale as Concord guidance.

David M. Brain

It’s not, when we went through our cash flow liquidity, we didn’t consider the asset sale. As far as guidance what we did is assumed the asset sale and affirmed the reinvestment of proceeds either to pay back debt or to put it in the bank. So we’re not counting on it for liquidity, I kind of want to, in case it doesn’t happen, went through it without it, but for guidance purposes we have assumed it does happen and we’re conservatively investing it.

Gregory Silvers

Because the assumption that it does happen, the sale does happen and we just sit on more of the cash balance or pay down debt, is more conservative or FFO performance for shares. So we assume the more conservative posture and the liquidity Mark went through, the more conservative assume it doesn’t happen and that’s what we assume there exactly.

Operator

(Operator Instructions) Next question come from Rich Moore – RBC Capital Markets

Richard Moore – RBC Capital Markets

I’m thinking about the whole investment side of things as well and it sounds like, if I hear you guys correctly, there’s some good opportunities next year, some maybe distressed opportunities, some interesting things coming up and I’m wondering what the other side of the balance sheet has to be, I mean, you have debt, you have equity potential. I mean first on the debt side, what would you guys be looking for, what are you hearing maybe from the banks out there, the loan officers out there, I mean what would it take at this point do you think to get additional financing capacity?

Mark Peterson

I mean, what we’re hearing primarily Rich is call me back in 30 days. So guys aren’t really saying, but our guess is we’ve got the, you know, as Mark indicated we’re continuing to assemble debt even in-- look it’s been wild the last 30 and 45 days, but it’s been even crazy for sometime now. And even during this quarter concluded, we put together substantial debited attractive rates.

Why, because I think we have performing properties, we have a strong balance sheet, and so I think as this thing comes back, and unless you believe we’re just all going to go into the cave, it’s going to come back to some degree and I think we’re going to be earlier available to the debt market than most. Particularly for people in our niches and so we’re going to, I think we’ll be able to aggressively embrace those market opportunities.

But I don’t think we really have given, we have not been given really any kind of marks that here’s where you need to be, but I do think as David said, I think Rich, we’ll get some clarity as we extend our line, we’re going to begin discussions with our line. As we get good clarity on what that renewal is going to look like, that gives us – once you have that taken off the board and you have that done, now all of a sudden, your dry powder opens up to use and we could start putting that stuff to work pretty accretively.

Richard Moore – RBC Capital Markets

And your guess would be down the road a bit still, a quarter maybe, that kind of thing before you get that sort of confidence?

David M. Brain

A lot of people are talking. There’s some easing that people have been talking about in the credit markets as we sit here today, and a lot of people are talking about mid '09, at least what I’ve heard, mid ’09 when the credit markets start to come back. And another thing I’ll mention is we’ve got commitments on current projects and even if we do a new project and get debt, liquidity is still king.

You’ve still got to come up with the portion that’s not outside financed, and at this point, in this stage with the way the markets are today, we're in more of a kind of liquidity maintenance position than we are a new spend, new project. And like I said, that could change though as the credit markets do.

Mark Peterson

And I think, Rich, yes, you have to think that everyone here is mindful of the fact that even if we can do something creatively, you have to be wise to the fact that do you want to sell stock at these prices? I mean you've got a substantial amount of shareholders that are in above this value and not that it takes you to get it all the back, but you want to have a very, very compelling story before you start going back into that market and you want to know that there's a solid base there when you go out into it.

Richard Moore – RBC Capital Markets

Yes, that was sort of the second part of my question, so you would really have to do things in the near term more with debt because issuing equity down here just doesn't make any sense.

David M. Brain

That's correct. And I mean I think what you've seen is we've created a lot of debt capacity and as that market comes back I think that's the way that will grow us back and kind of restore some stability to where our growth patterns normally are.

Mark Peterson

Yes, if you'll think back to the slide I put up, I mean actually the company has delivered to its current position from where it's been and so the debt capacity is there, as Greg pointed out and we probably will do some things with debt and until we get clarity, really we're probably not going to though focus on leverage, even as it becomes available until we really see our way to managing our balance sheet the way we like to and be able to place equity as well, so.

Gregory Silvers

Yes, we've got our commitments well covered today and it's a good position to be in. I mean, I think Rich, our commitment to our shareholders is two fold. It's both stability and grow accretively so stability seems to be the name of the game today and as we talked about today we want to show that we've got that stability. That this is a story that's not – you've seen such tremendous volatility with some other names. We want people to have assurances that this is a name and a value that's going to hand around and be here for the long haul.

Richard Moore – RBC Capital Markets

And then one last thing, is it my imagination or did the number of charter schools go down by one?

Gregory Silvers

They actually did and the fact that we had one charter school that had a right to buy back from – it was one that Imagine had previously purchased from somebody else, and the underlying school had the right to buy themselves out and be owned by kind of the families of the kids and the school and they exercised that right and we allowed that to occur.

Mark Peterson

At our cost

Gregory Silvers

At our cost, so we went in and out at the same.

David Brain

So we're holding.

Richard Moore – RBC Capital Markets

So no gain on the sale, right?

Gregory Silvers

No.

Operator

Your next question comes from Jonathan Braatz – Kansas City Capital.

Jonathan Braatz – Kansas City Capital

David, you had mentioned that you'd seen some interest from the Middle East on potentially purchasing some of your properties. Anything you can tell us in terms of the size? Do they want to buy 50 million, 100 million, 200 million? Anything, any color you can add on that?

David Brain

John, I didn't really mention the Middle East. I did mention foreign. I'm not going to chase it around too much but they are an outside of North America and yes, we did mention it. The one we talked about last quarter that continues on under a diligence that's been extended at this time is in excess of $100 million. And by and large these are larger assets rather than single, smaller assets they're larger assets or groups of assets, so.

Jonathan Braatz – Kansas City Capital

Feeder properties, correct?

David Brain

They are. So we haven't--that's about all we've put out on that and given our negations I think that people ought to know that those are potentially out there but at the same time I don’t want to get that ahead of itself. It's nothing that the company has finalized to close yet, so.

Jonathan Braatz – Kansas City Capital

And I'm sorry, I missed the number earlier, the Canadian operation that's pending sale? How large is that and potentially when could that close?

Gregory Silvers

What we said was, as David said, it's over $100 million and they're in due diligence so I would say my best guess would be the next 60 to 90 days.

David Brain

Right.

Operator

Your next question comes from the line of [Dan Romico].

[Dan Romico]

Earlier you had mentioned the opportunities specifically in theaters. Can you provide some additional color to the specific market factors that beat you to that conclusion?

Mark Peterson

Well, it's not market factors as much as the bid offers. People are contacting us with specific portfolios of properties that they're looking to dispose of and asking us to present an offer on. And we have discussion about kind of indicative terms that we would consider looking at them and we're seeing very little resistance to that.

David Brain

It's less about distressed properties and more about distressed sellers who need to raise cash in this environment that we can take advantage. I think Mark said it well. Exactly.

Operator

At this time sir I'm showing we have no further questions.

David Brain

Well everybody, as we said at the top we appreciate your joining us. We always – these are good intervals to catch up. We hope the message got through about the good position of the company and we're hopeful for the stability of the market to make more progress. If you need to please contact the company; we're glad to talk to you. Thank you all and we'll see you next quarter if not talk to you before.

Operator

Ladies and gentlemen, thank you for your participation in today's conference call. You may now disconnect.

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Source: Entertainment Properties Trust Q3 2008 Earnings Call Transcript
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