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Executives

David M. Brain - President and Chief Executive Officer

Gregory K. Silvers - Vice President, Chief Operating Officer, and General Counsel

Mark A. Peterson - Vice President and Chief Financial Officer

Analysts

Ambika Goel – Citigroup

Paul Adornato - BMO Capital Markets

Anthony Paolone - J.P. Morgan

Jon Braatz - Kansas City Capital

Entertainment Properties Trust (EPR) Q4 2007 Earnings Call February 26, 2008 5:00 PM ET

Operator

Good day, ladies and gentlemen, and welcome to the Quarter Four 2007 Entertainment Properties Trust Earnings Conference Call. My name is Nikita and I will be your coordinator for today. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. I’d now like to turn the presentation over to your host for today’s call, Mr. David Brain, President and CEO.

David M. Brain

Thank you, Nikita. Thank you, all, and good morning. Thank you for being with us this morning. This is David Brain. I’ll start with our usual prefaces.

As we begin this morning, let me inform you this conference call may include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, identified by such words as will be, intend, continue, believe, may, expect, help, anticipate, or other comparable terms.

The company’s actual financial condition and results of operations may vary materially from those contemplated by such forward-looking statements. The discussion of the factors that could cause actual results to differ materially from those forward-looking statements is contained in the company’s SEC filings, including the company’s report on Form 10-K for the year ending December 31, 2006, soon to be our filing in 2007.

Let me just say thank you for joining us. We always appreciate your investment of time and interest. As always, I’m pleased to be with you. We’ll go over all the current results for the company for the year 2007, and for the last quarter, in particular.

But I first want to introduce my key associates, also joining you this morning; Greg Silvers, our Chief Operating Officer and Mark Peterson, our Chief Financial Officer.

Before we get fully underway, I want to remind all once again, there is a simultaneous webcast available via a link from our website, www.eprkc.com. Mostly, the slides will be useful in relation to the detailed financial review from Mark. So if you can, I’d advise you to get there now, to catch the full presentation.

If you have arrived at the right website, taken the right direction, you should be looking at our logo and name presentation slides at this time.

We’ll turn the page now on the website and go to our agenda. We will run through all these topics this morning with you, starting, as it indicates there, with some introductory comments from me.

Once again, we had an action-packed quarter, so there’s a lot to review, but before we launch into the detail, I want to share a perspective with you that often gets too little focus but seems particularly relevant in these highly turbulent and volatile market condition times.

My thought, the perspective I want to share, is that EPR is a pillar of stability; stable and reliable performance of our properties and our leases has been our most prominent characteristic for ten years.

Even through the bleakest of times of film exhibition industry restructurings and bankruptcies, many ironically almost due directly to the success of our megaplex investments, we have yielded stable and reliable results.

We have exhibited this with consistent quarterly results like this quarter. It completes another year with results on guidance and up over the prior period by over 10%. This is the fifth consecutive year of double-digit shareholder return metric increases, including, importantly, FFO per share.

In this time of great turbulence and uncertainty of value, particularly relative to real estate, I wanted to point out our track record and our dedication to this type of reliable performance.

Now speaking of reliable performance, I also want to take note of our most dominant tenant industry, the first-run film exhibition industry for the past year. With the Academy awards just this past weekend, there’s been a lot of industry publicity. I hope everyone noticed that domestic box office was up nicely in 2007 over the prior year by 5%.

Notwithstanding the skeptics and pundits, the industry also continues to perform steadily and reliably in very positive fashion.

Now onto company news. During the final quarter of 2007, we finalized investments in four different property categories: cinemas, ski properties, charter public schools, and an outdoor live performance amphitheater. The latter two categories, charter public schools and the outdoor amphitheater, represent new areas of investment that were initiated during the quarter just completed.

Although completed during the fourth quarter, the charter public school investment was on the books at the time we held our last conference call, and I spoke then at length about the rationale, the Five-Star underwriting, and the transaction structure supporting that investment. So I won’t repeat myself today.

I will say a word about the last investment type, though, the outdoor live performance amphitheater. This is an investment we described and previewed in one of our calls over a year ago that has been slow to get out of the gate. We’re excited that its time has arrived.

The proposed facility is planned to be an approximate 9,006-seat open-air amphitheater with the roof spanning the entirety of the presidium and all the seating. An artist rendering of the project is being displayed on the webcast now.

The proposed site for this facility is next to the Sears Arena, adjacent to I-90 in Hoffman Estates, suburban Chicago, Illinois. Importantly, this site is nearly identical to the location of the Poplar Creek Amphitheater that was the most well-attended outdoor performance venue in the Chicagoland area for decades before it was razed in 1995.

We’re excited about this investment and this whole category because it fits in nicely with our much-referenced Five-Star Investment Principles.

First, we’re optimistic about the potential renewal cycle that’s pending in the amphitheater category, as increasingly the attendees of such facilities want fixed rather than festival or lawn seating and they, along with the performers in this circuit, want covered facilities that can reliably play their scheduled dates whatever the summer season weather. Therefore, this category meets our requirement of an inflection opportunity.

Second, although portions from the music industry, particularly sales of recorded material, are struggling with rapid changes, live performance circuits, particularly those associated with modern, right-sized facilities, are strong and have been so for decades if not longer, and thus this category meets our criteria of enduring value.

Third, this facility for Chicago and others we might embark on in other cities will be the finest in their markets, meeting our criteria of excellent execution.

Fourth, although we’re not at liberty to discuss or disclose all of the details of this investment at this time, and although it is structured as a loan for some very particular tax reasons, its yield is consistent with our portfolio average and our risk underwriting, thereby meeting our requirement for attractive economics.

And fifth, our advantageous position requirement of our Five-Star underwriting is met by both our first-mover position in what we believe will be an emerging market, as I said, and by the key relationships we’re forging with customers in this transaction: Jerry Mickelson of Jam Productions and the Reinsdorf organization who will collectively operate and book this facility.

Now, although I’ve spent considerable time with our investments, I want to equally put in focus before you the excellent job of capital formation achieved during this, as I’ve said, a very turbulent and frankly difficult time in the capital markets.

Approximately $175 million of debt was priced at rates very consistent with our other recent activity before the subprime melt down, and that is at about a 6% coupon. This level of debt financing and pricing is very supportive of our continued growth and performance at double-digit levels I spoke of earlier.

Similarly, we priced $1.4 million of shares at $54 during the quarter and that also goes to support the continued high level of company performance. Mark will detail these transactions and liquidity position we’ve achieved for you but I just want to point it out as well.

With that, I’ll turn it over to Mark and Greg; first to Mark to detail the financial events and results of the quarter and then I’ll join you again in a moment.

Mark A. Peterson

Thank you, David. Let me begin with the review of the significant items from our recently completed fourth quarter. As you can see on the first slide, our net income available to common shareholders increased 18% compared to last year from $18.3 million to $21.5 million.

Our FFO increased 20% compared to last year from $26.1 million to $31.3 million. On a diluted per share basis, FFO was $1.11 compared to $0.97 last year for an increase of 14%.

Now, looking at the details of our fourth quarter performance, our total revenue increased 33% compared to the prior year to $65.7 million. In the revenue category, rental revenue increased 18% to $49.2 million, an increase of $7.4 million versus last year.

Percentage rents, included in rental revenue, increased 90% to $512,000 versus $269,000 in the prior year. Tenant reimbursements increased 57% or $2.1 million. This increase is primarily due to the acquisition in May 2007 of a two-thirds interest in an entertainment retail center in White Plains, New York, which has been consolidated into our financial statements and increases at our four Canadian entertainment retail centers.

Mortgage financing income was $10 million for the quarter, an increase of $6.8 million versus last year. As of the end of the fourth quarter, we have eight mortgage notes outstanding totaling $325 million.

The mortgage notes relate to our Toronto Life Square project, formerly known as Metropolis in downtown Toronto; our investment in the development of a water park-anchored entertainment complex in Wyandotte County, Kansas called Schlitterbahn Vacation Village; our ten metropolitan ski areas covering approximately 6,000 acres in six states; and our investment, as David just mentioned, in the development of a 9,000-seat amphitheater in suburban Chicago. Greg will further discuss some of these investments in his remarks.

I do want to reiterate a comment I’ve been making in the last couple of quarters on the nature of our mortgage investments. Of the balance of $325 million at December 31, only about $126 million relates to what we would expect to be part of a permanent financing structure.

The $126 million relates to mortgages on our ski properties as well as the amphitheatre development. The remaining mortgages are expected to be temporary in nature and in the case of Toronto Life Square, we have an option to purchase a 50% ownership interest at completion, and in the case of the water park investment where we expect to ultimately move to a sale-lease back structure.

On the expense side, our property operating expenses increased approximately $2.7 million for the quarter. As with tenant reimbursements, this increase is primarily due to the White Plains acquisition and increases at our four Canadian entertainment retail centers.

Other expense was $1.6 million compared to $0.6 million last year. The increase of $1 million is primarily due to $0.8 million in expense recognized upon settlement of foreign currency forward contracts.

G&A expense increased $1.4 million versus last year to approximately $3.9 million for the quarter. This increase is due primarily to increases in personnel-related expense, including share-based compensation as well as an increase in franchise taxes.

We added three people in 2007 and we’ve added one more person so far in 2008. This increases our staffing by 29% to a whopping 18 people. Interest expense increased $4.6 million or 36%. Approximately $1.7 million of this increase resulted from the $120 million of debt assumed at our White Plains acquisition.

The remaining increase resulted from increases in debt associated with financing our additional real estate investments and mortgage notes receivable.

Equity and income from joint ventures increased $793,000 versus last year to $986,000. This increase is the result of our acquisition in October of 2007 of a 50% interest in a joint venture that owns twelve public charter schools.

Minority interest income was $447,000 for the quarter and relates solely to our White Plains investment. Remember, as I discussed last quarter, this accounting nuance does not impact our reported FFO.

Now, turning to our full year results on the next slide. Our net income available to common shareholders increased 15% compared to last year from $70.4 million to $81.3 million. Our FFO increased 13% compared to last year from $101 million to $113.7 million.

On a diluted per share basis, FFO was $4.18 compared to $3.79 last year, for an increase of 10%, and represents our fifth year in a row of double-digit growth in this important measure, as David mentioned.

Our total revenue increased 20% compared to the prior year to $235.7 million. Within the revenue category, rental revenue increased 11% to $185.9 million, an increase of $18.7 million versus last year.

Included in rental revenue for the year ended December 31, 2006 was $4 million of lease termination fees received from a ground lease tenant in Hialeah, Florida. The ground was subsequently leased to another unrelated tenant. The increase in rental revenue would have been 14% in 2007 without this termination fee in 2006.

Percentage rents were approximately $2.1 million for the year versus approximately $1.6 million in the prior year. This increase of over 30% is reflective of the strong box office in 2007 that David referred to.

Tenant reimbursements increased 28% or $4 million. As with the fourth quarter, this increase is primarily due to the White Plains acquisition and increases at our four Canadian entertainment retail centers.

Mortgage financing income was $28.8 million for an increase of $17.9 million versus last year. As discussed earlier at the end of the year, we had eight mortgage notes outstanding totaling $325 million.

Moving on to the expense side, our property operating expenses increased approximately $4.3 million in 2007. As with the tenant reimbursements, this increase is primarily due to again to the White Plains acquisition and increases at our four Canadian entertainment retail centers.

Other expense was $4.2 million for the year compared to $3.5 million last year. The increase of $0.7 million is due to $1.7 million in expense recognized upon the settlement of foreign currency forward contract, partially offset by a decrease in expense related to the closing of a restaurant in Southfield, Michigan operated as a TRS that is now under lease to an unrelated restaurant tenant.

G&A expense for the year increased $455,000 versus last year to approximately $13 million for the year. G&A for 2006 included $3.1 million in non-recurring share-based compensation expense related to retirement of an executive of the company and recognition of expense related to awards from prior years in connection with implementing FAS 123 (R).

Excluding this prior-year expense, G&A increased approximately $3.5 million primarily related to personnel expenses or costs including share-based compensation as well as increases in franchise taxes and professional fees. G&A as a percentage of revenue for the year was about 5.5%, which continues at a rate well below the industry average.

Interest expense increased $11.6 million or 24%. Approximately $4.4 million of this increase resulted from the $120 million of debt assumed in our White Plains acquisition. As discussed above, the remaining increase in interest expense resulted from increase in debt associated with financing additional real estate investments and mortgage notes receivable.

Equity and income from joint ventures increased $824,000 versus last year to $1.6 million. Again, this increase is the result of our acquisition of a 50% interest in the joint venture that owns the twelve public charter schools as I discussed earlier. Minority interest income was $1.4 million for the year and relates solely to our White Plains investment.

Looking at the ratios for the year, interest coverage was 3.2 times; fixed charge coverage was 2.4 times, and debt service coverage was 2.5 times. All these ratios remained very healthy.

I’d like to provide you an update on our capital market activities. Moving on to the next slide, we were very active in the debt and equity capital markets in the fourth quarter. On October 15, as David mentioned, we completed a $1.4 million common share offering, raising approximately $74 million. This was a block deal and it’s based on a closing price of $56.17 on October 9.

In addition, turning to next slide, on October 26, we completed a $120 million secured term loan with a syndicate of banks. The fully funded loan is for a four-year term, with a one-year extension option, and has a $50 million accordion feature. The loan is pre-payable without penalty after the first year, and the interest rate is LIBOR plus 175 basis points.

Subsequently, in November, we entered into two interest rate swap agreements to fix the interest rate at 5.81% on $114 million of this term loan through October 26, 2012. The security for this loan is a borrowing base of assets and the loan is recourse to the company.

The purpose of the loan is to provide financing at a 55% advance rate for our non-theatre investments, including our ski, wine, and water park assets, and to free up availability on our existing unsecured credit facility.

Turning to the next slide, additionally, in October, we closed a $27 million, five-year, non-recourse CMBS loan at an interest rate of 6.63%. Also, subsequent to year-end, in January, we closed a $17.5 million, ten-year, non-recourse CMBS loan at an interest rate of 6.19%. We are pleased that we were able to close these loans in a difficult credit environment and still achieve attractive rates.

Also, during the fourth quarter, we closed on our $10.6 million economic revenue bond secured by a theatre in Slidell, Louisiana. This low-cost public financing, also known as Gulf Opportunity or GO Zone bond, has been made available as an incentive for companies to rebuild Gulf State areas following Hurricane Katrina.

Interest on this bond resets weekly, and was 3.43% at the end of the year. As noted on the slide, the rental rate on the theatre moves in tandem with interest rate changes on the bond.

In addition to the bond on our books at December 31, we have also guaranteed an additional $22 million of such bonds issued to one of our tenants, Southern Theatres, for the construction and development of three megaplex theatres. For providing this guarantee, we’re going to fee at an annual rate of 1.75% of the outstanding principal balance of the bond.

Now turning to the next slide, all in all, in the fourth quarter of 2007, we raised a little over $230 million in attractive long-term debt and equity, and for all of 2007, we raised in excess of $500 million of such capital.

Summarizing our success in the capital markets provides an excellent segue to my comments on the strength of our balance sheet. As of December 31, our total assets were approximately $2.2 billion, an increase of approximately 38% over last year.

We had total outstanding debt of approximately $1.1 billion and our overall leverage on a book basis was about 50%. Our overall leverage on a market basis was a conservative 40%.

Substantially all of our debt outstanding at year-end is fixed rate, long-term debt with a blended coupon of 6%. We had nothing outstanding on our unsecured credit facility at year-end.

In summary, our capital markets activities in 2007, particularly those that took place in fourth quarter of the year, have positioned our balance sheet well for continued profitable growth in 2008, even in this difficult credit environment.

Finally, turning to the next slide, we are confirming our previously provided 2008 guidance for FFO per share of $4.52 to $4.62, and our 2008 estimated investment spending of approximately $250 million.

Before I turn it over to Greg, I’d like to make a comment about our plans to finance our investments in 2008. As always, we would look to fund these requirements through a combination of debt and equity.

In sourcing our debt capital, we expect to primarily utilize our credit facility which had a zero balance at December 31, and secured bank debt as opposed to the CMBS market. This change is driven by both the disruption in the CMBS market and the fact that we rolled many of our theatres into new CMBS deals over the last several years.

We have an option to extend our line of credit into January of 2010 and our commercial banking partners continue to offer attractive loans, collateralized by assets that are not currently encumbered by CMBS debt.

Now, finally, let me turn it over to Greg for his comments on leasing and investments.

Gregory K. Silvers

Thank you, Mark. As David and Mark have discussed, 2007 was another great year in which we made significant investments in our core asset classes of entertainment and entertainment-related retail while also expanding our recreational and specialty property assets.

We made these investments at very attractive cap rates while maintaining our adherence to our Five-Star underwriting criteria. As you will recall, our original capital plan provided for capital expenditures of approximately $175 million; however, we revised this plan upward in each successive quarter and I’m pleased to report to you that we completed 2007 with total capital spending of approximately $428 million.

Today, I’d like to recap our accomplishments for 2007, including those investments made in the fourth quarter and also discuss our visibility to our 2008 objective.

We invested approximately $128 million in entertainment and entertainment-related retail for 2007. These investments included the acquisition and development of five theatres; the expansion of two existing theatres; our acquisition of a controlling interest in White Plains City Center; continued development of our Metropolis project in Toronto; and continued expansion of our retail holdings in and around our theatres in Canada and the U.S.

For the fourth quarter, we completed the development of the Four Seasons Station 18 in Greensboro, North Carolina and also entered into agreements for the development of a 9,000-seat live performance amphitheater in Hoffman Estates, Illinois.

During the year, we also received an $8 million return of investment related to our financing of the development of three properties for Southern Theatres, which were subsequently permanently financed with GO Zone bonds.

As we discussed, we agreed to enter into this transaction to allow Southern to take advantage of this highly attractive financing which was made available for the hurricane-ravaged areas of the Gulf Coast. We are earning an ongoing fee on these theatres by providing a guarantee on the bonds and these payments are secured by mortgages on the properties.

While agreeing to the GO Zone bonds removed three theatres from our acquisition total, it permitted our tenant to secure this advantageous financing and submitted our ongoing relationship with Southern Theatres, along with demonstrating to the exhibition industry that EPR understands their business strategy and can provide innovative solutions to their capital needs.

We also financed approximately $208 million in recreational properties in 2007, including additional investments in ski properties and our investment in the Schlitterbahn Vacation Village in Wyandotte County, Kansas.

Highlights of the fourth quarter include our $31 million mortgage with Peak Resorts, which was secured by seven metropolitan ski areas comprising approximately 1,400 acres.

In 2007, we also invested approximately $100 million in specialty properties, including our acquisition of various vineyard and winery properties and our fourth quarter acquisition of a 50% ownership interest in a joint venture that currently owns twelve public charter schools.

We continue to see significant opportunities for investment in 2008. As you can imagine, the disruption in the credit markets and the related withdrawal of many of the alternative capital sources has generated an increase in the number of inquiries for acquisition and development financing. We continue to evaluate these opportunities and maintain our overall capital investment forecast of approximately $250 million.

With regard to occupancy, we are again pleased to report 100% occupancy in our theatre assets and an increase in our non-theatre retail assets to a 99% occupancy rate.

With that, I’ll turn it back over to David.

David M. Brain

Thank you, Greg; thank you, Mark. Before we go to Q&A, I just want to make one remark about our dividend plans for the coming year.

The Board has not had a chance to meet on this topic and so there could be no assurance of results, but I do want to point out that we’ve had a very definite history of raising our dividend annually in the first quarter, consistent with our increases in FFO per share and to achieve a pay-out ratio of around 75% of it.

Based on the fine performance for the year you just heard reported and the robust outlook for the coming year, I expect we’ll be back with you soon with an announcement in this regard.

Now, with that said, I’ll open it up to Q&A.

Question-and-Answer Session

Operator

Your first question comes from the line of Ambika Goel – Citigroup.

Ambika Goel – Citigroup

Given the writers’ strike, is there any impact of future theatre development projects?

Gregory K. Silvers

Ambika, at this point, we don’t see anything. As we had spoken I think at several times, if the writers’ strike had extended out to probably six months or so, it could have impacted us, but at this point right now, our relationships with the studios and the discussions that we’re having indicate that there’s really no impact, or much of an impact on the exhibition season.

David M. Brain

Unlike television, basically the industry operates with nine to twelve months of product in the can, so able to absorb this kind of thing and just put things into more rapid production going into a strike outlook and coming out of a strike settlement. So it doesn’t expect to affect the year, 2008 or 2009 and beyond. So things are pretty much motoring on in spite of that.

Ambika Goel – Citigroup

Okay. And then on the amphitheater investment, could you give some more background on just what expected cash flow coverage is? What’s the length of the mortgage, and the rate as well?

Gregory K. Silvers

In terms of background and coverage, it will operate about 110 to 120 day season, consistent with most summer opener business type things. The rate is running at a LIBOR plus 350.

Mark A. Peterson

That’s during development.

Gregory K. Silvers

During development and our expected coverage upon completion is really astoundingly for the season is going to be about a 20 cover. We’re very excited about that and the note extends through 2029, Mark?

Mark A. Peterson

Yes, 20-year note upon completion. Ambika, as we’ve talked before, this is lot of ways a mortgage that’s structured like a lease. So you would see a lot of indicative terms of our lease in a mortgage closing.

Ambika Goel – Citigroup

Okay, great. And then if we think about your mortgage balance of $325 million, can you split that out between what’s actually fixed and what’s floating, if we think about how LIBOR is moving and the fact that you have nothing on your line of credit at this point?

Mark A. Peterson

We’ve got of the $325 million, approximately about $100 million is LIBOR based.

Ambika Goel – Citigroup

Okay. And then just on the GO Zone bonds, I’m not sure if I’ve pronounced that correctly, but how are they reset on a weekly basis?

Mark A. Peterson

They’re like similar to a seven-day low floater on a municipal bond, or an IRB. So they are reset and basically, we’re paid a spread on that, so our number isn’t reset monthly, it’s really what our tenant pays and so the amount that we receive is fixed. It’s just the differences that change in the spread and so they pay a month in arrears on those. So we have visibility to what that reset is.

Ambika Goel – Citigroup

Okay. So this has nothing to do with what’s going on in the option rate securities market?

Mark A. Peterson

No. Not at all, no.

Ambika Goel – Citigroup

Okay, just wanted to clarify that, thank you.

Operator

Your next question comes from the line of Paul Adornato - BMO Capital Markets.

Paul Adornato - BMO Capital Markets

Back to the amphitheater business, could you tell us how many of these outdoor amphitheaters there are in the country and what potential you see either with this operator or others?

David M. Brain

The number count depends really where you want to draw the lines with regard to the characteristics of them, Paul, but probably conservatively, there’s something in the order of 100 of these facilities around the country.

Mark A. Peterson

There’s 100 amphitheaters, there’s not very many like that are being resized like we’re doing.

David M. Brain

Right, we’re talking about this new generation, there’s virtually none. I think what we’re doing in terms of fixed seating, the amenities, the food service here will be upgraded from normally what you have available. The covered nature of this, able to reliably play its date, paved parking as opposed to grass fields and all fixed seating as opposed to lawn seating, this will really upgrade the outdoor amphitheater market.

I think what patrons are looking for; we believe, our customer believes. And so it will really be a new generation. We’ll have this one opened for the 2009 season and we’re looking at some additional sites, but probably grow this conservatively over the first couple of years, maybe with a couple additional, but we’ll just have to see from there how rapidly it rolls out.

Paul Adornato - BMO Capital Markets

And do municipalities ever own these facilities? Or do they get involved in financing them?

David M. Brain

It really depends. There are some of those that are leased facilities; Live Nation has several of these traditional outdoor amphitheaters that are the 20,000 to 30,000 seat amphitheaters, and just when we’re talking to people in the industry, they lack the amenities or they’re wrong sized for the touring acts that are out there right now.

And therefore, their lack of the amenities with the covered aspect and things like that are sometimes not viewed as favorable either by the patrons or by the touring acts. And so our discussions with all the parities have led us to come up with these ideas and be supportive of the capital needs of this kind of regeneration of venues.

Paul Adornato - BMO Capital Markets

And have the number of touring acts been steady over the years? Can you tell us a little bit about the content side?

David M. Brain

I have to go really to our partner, Jam Productions and so forth, and their bookings of them, but we’ve looked at bookings for past several years, particularly the Chicagoland area and the venues that had to play or been forced to play and what the alternatives have been, and it’s very steady.

I don’t know, Paul, that I’ve really got a number to report to you on the number of acts, but it’s a very strong profile and we expect to achieve total bookings on the 110 or so available dates, I can’t remember, I think it’s around 70 bookings.

Mark A. Peterson

75.

David M. Brain

70 to 75 bookings for the dates during the summer. So it’s a variety of performance acts, of music and also comedy and so forth.

Paul Adornato - BMO Capital Markets

And a while ago, you were involved in a gaming license in Wyandotte County, could you provide an update there?

David M. Brain

We’re not involved in the sense there is land that’s part of our land that’s involved in that. That process, by way of update, there was a vetting process by which proposals were submitted to the local jurisdiction. Of those, three were forwarded to the state for selection of those three. The gaming operator, Pinnacle, was one of the three that has an agreement on our site.

Gregory K. Silvers

That’s right. Pinnacle, they have optioned land that we have under control with Schlitterbahn for their casino location.

David M. Brain

While there’s no definitive timeline, it’s anticipated that by mid-summer, that selection will be made by the state and the various gaming parties will be able to move forward.

Paul Adornato - BMO Capital Markets

Okay. And in the past, you’ve said that your entertainment options are more recession resistant than others. I was wondering if you could provide an update on your view of the economy and what you’re baking into your assumptions for 2008.

Mark A. Peterson

The primary industry, Paul, I’ve got to tell you, 2008 being an election year, traditionally the film exhibition industry usually takes a little bit of off during an election and a summer Olympic year. It’s just because particularly in the key summer season, there’s so much competition for attention and for airtime for publicity that Hollywood backs off just a mite.

So we’re looking really probably for 2008 to be more of a flat box office year than a year of a great step forward. But that’s very consistent with historical patterns. But overall, right now, as demonstrated by the performance in 2007, particularly even in the latter half of 2007, and so far year-to-date, the box office is very strong in 2008, but we’re not seeing really any kind of falloff in the industries that are key to us in terms of tenant representation.

We’re not seeing any falloff or looking for any falloff due to the economy in 2008, but probably a little more flat for the box office, which is really key for us.

Paul Adornato - BMO Capital Markets

Okay, great. Thank you.

Operator

Your next question comes from the line of Anthony Paolone - J.P. Morgan.

Anthony Paolone - J.P. Morgan

My first question is, can you go through your pipeline, I think, and tie it into, for instance, how much development spending is expected for 2008? And I just want to understand of your guided deal of I think the $250 million for the year, how much of that’s visible right now and what is the deal flow you’re looking at look like?

David M. Brain

Tony, right now, I would say that we’ve probably got eight to ten theatre deals that we’re looking at, some standing, some development. We’ve got properties across the board in all of our categories. We’ve got some charter school opportunities. We’ve got vineyard opportunities that we’re looking at.

Gregory K. Silvers

Those would be standing properties.

David M. Brain

Yes, those are all standing.

Gregory K. Silvers

Properties, not development.

David M. Brain

Our really only development properties are theatres, and I’d say probably of those ten to twelve theatre deals that we’re looking at right now, probably 60% to 70% of those are theatre deals. So if that’s $100 to $125 million, then you’re probably looking at $75 to $80 million of that is development of that $250 million overall.

Gregory K. Silvers

It’s about a third.

Anthony Paolone - J.P. Morgan

How much in development spend is already budgeted on the books for deals that you’ve already entered into? Like the amphitheater, for instance; like how much will you spend on that in 2008?

David M. Brain

It looks like about $12 million in 2008.

Gregory K. Silvers

Yes, it’s going to extend over into 2009. That’s about right.

David M. Brain

I’d say it’s probably close to $100 million this year of development spending, that’s in the plan.

Anthony Paolone - J.P. Morgan

Okay. So I’m just trying to understand the visibility on the $250 million. So it sounds like $100 million you already have visibility on? Is that how I should take the comment?

David M. Brain

Yes, I think $100 million we’re probably already committed on. And there’s, as I said, these new deals that we’re looking at and other opportunities probably will get us to the $250 if not beyond.

Anthony Paolone - J.P. Morgan

Okay. And then how about in terms of cap rates? Have you seen any ability or do you foresee some ability to start pushing rates up, given the environment?

David M. Brain

As we’ve talked before, we didn’t really write down when the rates went down; we said we were 9 to 10s, I think we’re moving up that closer to 10 as opposed to downward to 9 as we’re looking at new deals. I think you’ll see us move back into that range.

Mark A. Peterson

Yes. On average, we were probably closer to 9 for a while and now on average, we’re probably closer to 10. So it’s moved up on the order of 50 basis points in terms of the mean cap rate we’re achieving.

Anthony Paolone - J.P. Morgan

Okay. And then shifting gears, any update on just how your skiing operations are going? I know it’s a little bit easier to track box office and things like that. Can you give us some color on how skiing is performing this year?

David M. Brain

Our early indications are that it’s going to be a record year because the weather has been very cooperative across most of the United States, and also, with some of the economic pressures we’re seeing more people use the daily metropolitan model as opposed to spending the larger dollars to travel to resort destinations.

So through December when we looked at that, I think all of our properties were up over last year and we felt really good about where they were going.

Mark A. Peterson

Except for I think St. Louis, but otherwise…

David M. Brain

Yes, but that had a great January.

Mark A. Peterson

Yes.

Anthony Paolone - J.P. Morgan

Okay. Then Mark, on the balance sheet, I think there’s a slice of your mortgage debt that could be paid later this year or there’s some accelerated payment, I can’t remember exactly the terms but can you refresh us on that?

Mark A. Peterson

We have a $90 million maturity in July. I say maturity, technically, it’s not a maturity; if you don’t pay it off, it goes into hyper-amortization. The hyper-amortization, the interest rate increases if you elect not to pay it off by 200 basis points, and I think the net cash flow impact of that is something in the neighborhood of $12 million on an annual basis; what they require is all revenues from those theatres that are secured would go to pay down the debt, and that’s about a net cost of about $12 million.

David M. Brain

All that being said, it’s not our expectation for those to go into the (inaudible).

Mark A. Peterson

Our expectation is to pay it off in July.

David M. Brain

Absolutely.

Anthony Paolone - J.P. Morgan

Right. And on that note, you touched on staying out of the CMBS market for debt. Can you just give us a little bit more detail on who you go to for debt right now, what they’re willing to underwrite on an LTV, what kind of coverage they’re looking at and rate?

David M. Brain

Yes, I’ll give you an example, on the wine loans that we’re looking at, we’re getting a good reaction from a group of banks and the loan-to-values are strong, in the neighborhood of 65%, mid-60s. With CMBS having its difficulties, that market has been available to us and as I mentioned in my remarks, we’ll probably continue to utilize that.

Anthony Paolone - J.P. Morgan

And then, just, last question on the dividend. David, you mentioned shooting for 75% pay out. Is it fair to look at your FFO guidance for the year and take 75% of that as a decent proxy for where that might come out?

David M. Brain

I think that is not an unreasonable position, that’s been consistent with where it’s been. So that’s a good basis, at least to look at the midpoint.

Operator

Your next question comes from Jon Braatz - Kansas City Capital.

Jon Braatz - Kansas City Capital

My ski property question was already asked. What about the vineyards, the performance of the vineyards? Has that met up to the expectations in your performance there?

David M. Brain

Yes, so far, Jon. It’s fairly, still early in those investments, but the performance thus far is at expectations. Actually the metrics overall as we monitor that industry is positive, things are moving strongly with regard to pricing, consumption, and that all is despite what might be considered as people talk about whether we’re in a recession or not.

Jon Braatz - Kansas City Capital

I think you said there is an expectation that there will be increased investments in that area in 2008?

David M. Brain

Yes, that’s correct.

Jon Braatz - Kansas City Capital

Okay. Secondly, do you see the possibility or likelihood of a new investment category in 2008 emerging, something beyond what we’ve seen to date and what we saw last year, a new sort of entertainment property category, so to speak?

David M. Brain

We’ve been saying for a couple of years as some of these have been emerging, be it ski or the vineyards or now the charter schools that we’ve tried to preview people that we have had a variety of works under study.

I don’t think we’re entirely through with that, but I’m unsure; we started looking at them, we thought we’d be a year to a year-and-a-half, and they probably took two to two-and-a-half years to mature into something where we thought we knew enough and had the right opportunity we wanted to invest.

So they’ve taken longer than usual, so I don’t really know. We still have a couple other industries under study, but right now, I think the pipeline we have right now is highly oriented towards those things that you’ve already seen us invest in.

Our core business, of course theatres, as Greg mentioned, and also the vineyards and the charter schools and ski properties as well. So I think that’s going to probably be it. It’s possible, but I don’t have anything to really lead you to at this time.

Jon Braatz - Kansas City Capital

Okay. To the extent that you exceed your $250 million goal for investments this year, would it be more in the theatre properties or the ancillary properties?

Gregory K. Silvers

It’s hard to say at this point in time, part of that is a function of where those opportunities exist. As you recall, the ski and the other recreational-type properties are opportunistic, they show up as those things show up. The theatre is a little more programmatic and it’s easier for us to see that right now and so when somebody presents something of needing a financing or capital solution, then we apply our metrics and see if it makes sense for us. But on those opportunistic things, it’s hard to forecast those.

Jon Braatz - Kansas City Capital

Okay. All right, thank you very much, Greg.

Operator

And your final question comes from the line of Ambika Goel - Citigroup.

Ambika Goel – Citigroup

Just a couple of follow-up questions. Is there a limit to the number of different entertainment property types that EPR is saying, we want to max it out at this level? And how are you relative to where you start feeling a little uncomfortable on the number of different entertainment types of investments you have?

David M. Brain

Ambika, I hate to put up a lot of fences to keep us confined such that we can’t take advantage of opportunities. As I’ve said before, our investments have not been guided by an asset allocation model. I don’t know that we really have one. It’s really been guided by what we think is sound investments, consistent with the principles we’ve set forth repeatedly and the yields that we’ve demanded out of our investment portfolio.

So it’s possible, we’ve had bits and pieces of, whether it’s bowling or something, could we end up doing more of that than we’re really calling out right now, or other areas of recreation, entertainment or otherwise? It’s possible, so I’m not putting hard lines around it, but we’d have to feel comfortable.

As we’ve said, we’re not interested in categories we don’t think there’s a material opportunity in, that’s going to be meaningful for our shareholders, that we think is an emerging category of properties as we’ve described in our Five Star underwriting.

No, there’s not really a limit that we have that we only can have four areas or something like that. It’d just have to be that there’s a material opportunity, we think we have the requisite expertise or partners and we’re prepared then to look at new areas.

Ambika Goel – Citigroup

Okay, great. And then on the charter school investment, can we get an update on that, just how the schools are performing?

David M. Brain

Yes, again, they’ve been in the hopper now for all of just a few months but they’re doing very well. We’ve had a Hart census for purposes of state reimbursement is taken in September. I think its occupancy is up, enrollment’s up, now we’re up, I think we acquired these at a student enrollment of about 70% to 75%. We’re now moved to the high 80s, 88% of capacity.

So the model is playing out exactly like we thought. When you introduce these new alternatives in certain areas, they’re embraced by the community and as the word gets out that they’re delivering a quality education.

Part of that is, as we talked about early on, how you’re adding grades and so when I say 88% of capacity, it may be that that 100% is not achievable for a few years just because you haven’t introduced those grades, but we’re very comfortable with the occupancy that we’re running.

Gregory K. Silvers

Two of the schools, I believe two of the twelve are going to undergo some level of expansion, so we’re very excited about that. So it’s moving the right way, a need for expansion already and increased occupancy in terms of capacity.

The grade performance is on track, Milo, he’s been working with that category of investment here, reminds me our grade performance tracking is also very solid and according to what we expected of these properties and their operations as well.

So again, it’s very new, but we are tracking and it looks very good. We’ll probably get our main data points on this come August and September where the schools report on their census and also their testing.

Ambika Goel – Citigroup

Okay. And then on the amphitheater investment, I think you mentioned that in the same city or nearby Hoffman Estates where the new amphitheater is going to be, there was an old amphitheater?

David M. Brain

Yes.

Ambika Goel – Citigroup

Why was the old amphitheater razed?

David M. Brain

It was actually a redevelopment project. If you recall, the Sears campus, when they took that down, they re-developed that for a higher and better use with a Cabela’s and a large-scale retail project that increased the density and rental rates over a concert venue.

Ambika Goel – Citigroup

Okay, great. And then just a request, do you think maybe you could integrate something into the quarterly reporting where you give an update on each business unit; for example, skiing, you could update us on attendance and for the wineries, something on how the vineyards are performing?

David M. Brain

In terms of the actual Q or K or do you mean just verbally?

Ambika Goel – Citigroup

Either.

David M. Brain

Okay. It’s probably more appropriate for a conference call type discussion, but I think we can do that.

Mark A. Peterson

Yes.

Ambika Goel – Citigroup

Okay. Great, thank you.

Operator

It appears there are no further questions. I’ll now hand the call back over to Mr. Brain for closing remarks.

David M. Brain

All right. Thank you all for joining us and we always appreciate talking to you. I’ll just mention also to you, right now, I’m scheduled to be on CNBC this afternoon at 4:40 Eastern, 3:40 Central, 1:40 Pacific. But a little interview on CNBC, so we’ll talk further about the company’s quarter and year performance and the outlook ahead. So you can look for that additional data point if you’re around a CNBC outlet.

Thanks, and we’ll look forward to seeing you soon.

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Source: Entertainment Properties Trust Q4 2007 Earnings Call Transcript
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