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Entertainment Properties Trust (NYSE:EPR)

Q1 2008 Earnings Call

April 30, 2008 11:00 am ET

Executives

David M. Brain- President and Chief Executive Officer

Gregory K. Silvers- Vice President & Chief Operating Officer; General Counsel

Mark A. Peterson- Vice President and Chief Financial Officer

Michael Hirons- Vice President- Finance

Analysts

Paul Adornato- BMO Capital Markets

Michael Bilerman- Citigroup

Jonathan Braatz- Kansas City Capital

Anthony Paolone- J.P. Morgan

Merrill Ross- Friedman, Billings, Ramsey & Co.

(Operator Instructions)

David Brain

We will go over all the current events for the company for the first quarter of 2008, but I would first like to recognize my key associates joining us this morning: Greg Silvers, our Chief Operating Officer; and Mark Peterson, our Chief Financial Officer. As we get fully under way this morning, I would like to remind you all once again there is a simultaneous webcast available via link from out website at eprkc.com. If you can please go there, I would advise you that is the way you catch the full look of the presentation. If you have arrived there, you should be looking at a logo, and main presentation slide.

I’m going to turn the page on that slide, and we are going to go to our first page which is the agenda and topics we will run through this morning. I’ll have a few introductory comments, and as usual we’ll have our financial review, capital markets update, talk about our investment activity, and a few closing comments. I think we have some insightful information to go through with you this morning. Mark is going to go through the quarters results, and Greg will detail capital spending transaction pipeline. But Greg also has some industry specific information concerning some of our properties that several people have recently asked about. He has some detailed information about our SKII and public charter school properties and their recent performance statistics. These are two of the larger areas in investments outside of cinema-based properties for EPR at this time.

Before we get to that, though, I would like to go over a thought. First, I would like to review some data that we covered before, but often seems to be forgotten and this is concerning the counter-recession, or counter-cyclical nature of the exhibition industries revenues. With all the economic news about whether we are in a recession, or how deep, or how long one might be, we’ve gotten a number of questions from shareholders during our recent offering road show and conferences to recap the record of the exhibition industry during down economic periods.

Well, for the sake of brevity, here is the overall record. Box office spending went up during five of the last seven recessions or economic pull-backs over the last forty years. Let me detail that a bit with some more current data. According to the NBER, since 1980, that is for the last twenty seven years there have been four recession periods That was 1980, late 1981 and 1982, the third was late 1990 and early 1991, and then in 2001. In three out of four of those periods, box office grew and almost uniformly during those periods at a double-digit clip. Only during the 1990-91 period did box office succumb to the same fate as the economy as a whole, and while GDP sagged 3%, box office fell about 4%. Another interesting fact is that this dip in box office revenues was only one of only three times that revenue fell in the last twenty seven years since 1980. The other two times were in 1985, and in 2005. In fact, both the five and ten year compound annual growth rates for box office revenues over the past twenty years average 5%. The record is clear that statistically film exhibition is a consistent recession-resistant performer.

With that thought I am going to turn it over to Mark to go over the quarter and I’m going to join you all in a few minutes.

Mark Peterson

Let me begin with a review of the significant items from our recently completed first quarter. As you can see on the first slide, our net income available to common shareholders increased 19% compared to last year from $18.1 million to $21.5 million. Our FFO increased 29% compared to last year, from $26.2 million to $33.7 million. On a diluted per-share basis, FFO was $1.12 compared to $.98 last year for an increase of 14%.

Looking at the details of our first quarter performance, our total revenue increased 33% compared to the prior year to $65.9 million. Within the revenue category rental revenue increased 15% to $49.1 million, an increase of $6.3 million versus last year. Percentage rated included in rental revenue increased 22% to $576,000 versus $574,000 in the prior year. Tenant reimbursements increased 56%, or $2 million. This increase is primarily due to both 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 increased in our four Canadian entertainment retail centers.

Mortgage and other financing income was $10.4 million for the quarter for an increase of $6.9 million versus last year. As of the end of the first quarter, we had eight mortgage notes outstanding totaling $339 million. The mortgage notes relate to our Toronto Light Square project in downtown Toronto; our investment in the development of a water-park anchored entertainment complex in Wyandot County, Kansas, called Schlitterbahn Vacation Village; our ten metropolitan ski areas covering approximately 6,000 acres in six states; and our investment in the development of a 9,000 seat amphitheater in suburban Chicago.

On the expense side, our property operating expense increased approximately $2.5 million for the quarter. As with tenant reimbursements, this increase is primarily due to both the White Plains acquisition and increases at our four Canadian entertainment retail centers. Other expense was $936,000 compared to $607,000 last year. The increase of $329,000 is primarily due to $381,000 in expense recognized upon settlement foreign currency contracts.

G&A expense increased $1.2 million versus last year to approximately $4.4 million for the quarter. This increase is primarily due to increases in personnel-related expense including share based compensation, as well as increases in professional fees and franchise taxes. Additionally G&A expenses for the first quarter of 2008 includes about $300,00 in costs associated with terminated transactions.

Interest expense increased $6.1 million, or 53%. Approximately $1.7 million of the increase resulted in the $120 million of debt assumed in our White Plains acquisition in May of last year. The remaining increase in interest expense resulted from increases in debt associated with financing our additional real estate investments and mortgage notes receivable.

Equity and income from joint ventures increased $1.1 million versus last year to $1.3 million. This increase is the result of our acquisition in October of 2007 of a 50% interest in a join venture that owns twelve public charter schools. Subsequent to quarter end, we purchased the remaining 50% interest in this joint venture, and we will begin consolidating this entity as a wholly owned subsidiary in the second quarter. Greg will further discuss this investment in his remarks.

Minority interest income was $531,000 for the quarter and relates solely to our White Plains investment, and remember, as discussed previously, this accounting nuance does not impact our reported FFO.

Looking at the ratios for the quarter, interest coverage was 3.1 times; fix charge covers was 2.4 times; and debt service coverage was 2.3 times. All of these ratios remain very healthy.

I would now like to provide you an update on our capital markets activities as we have been very active as late. Moving on to the next slide, in January we closed a $17.5 million ten-year, non-recourse CMBS loan at an interest rate of 6.19%. In addition, in March, we entered into a $65 million secured term loan and revolving credit facility with a bank to finance our vineyard and winery investments. The advance rate is 65% of the lesser of cost or appraised value and the interest rate if LIBOR plus 150 basis points on loans secured by real property, and LIBOR plus 175 basis points on loans secured by fixtures and equipment. The maturity date of each loan is the earlier of ten years from disbursement or the end of the related lease term. The credit agreement also includes an accordion feature that allows the facility to expand to $100 million subject to lender approval.

During March we received a total of $12.7 million in loans under this agreement. Additionally, we entered into two interest-rate swap agreements to fix the interest rate at a weighted average interest rate of 5.52%, on $9.5 million on such loans through their maturity date. The term loan and revolving credit facility provides us an attractive source of debt financing as we grow our vineyard and winery investments.

Moving onto the next slide, subsequent to the end of the first quarter, in April, we completed two concurrent registered public offerings of a little over $2.4 million common shares and about 3.5% series E convertible preferred shares. This was a one-day marketed deal. The common offering was based on a closing price of $48.18 per share. Due to very strong demand the common offering was upsized from $1.5 million shares and the over allotment option was exercised by the underwriters. Total proceeds from the common offering were about $111 million.

Turning to the next slide, the series E preferred shares have a liquidation preference of $25 per share and are convertible, at the holder’s option, into the company’s common shares, at an initial conversion rate of 152 common shares of series E per preferred share, which is equivalent to initial conversion price of $55.41 per common share. The over- allotment option was exercised by the underwriters on this deal as well, and the total proceeds from the convertible preferred offering were about $83 million, bringing the total of both offerings to a little under $200 million.

Turning to the next slide, year-to-date through April, we have raised a little over $225 million in long-term debt and equity, further strengthening our balance sheet. At March 31,2008 our total outstanding debt was approximately $1.1 billion. Substantially all of our debt outstanding at March 31st was fixed-rate long term debt with a blended coupon of approximately 6%. We had only $5 million outstanding at our unsecured credit facility at quarter end, and this was paid down to $0 upon the closing of our equity offerings in April.

At March 31st our leverage on a book basis was about 51%, our overall leverage on a market basis was a conservative 39%. Keep in mind, both of these ratios are prior to the April equity offerings that I just discussed.

In summary, in an environment where many other companies are capital constrained, we are well positioned to execute our plan for 2008 and take advantage of additional opportunities. Finally, turning to the next slide we are confirming our previously announced 2008 guidance for FFO per share of $4.52-$4.62 per share. We are increasing our 2008 estimated investment spending from approximately $250 million to approximately $300 million. In simple terms, this guidance reflects the fact that dilution created by our up-sized equity offerings is offset by the returns we expect from increased investment spending over the remainder of the year. Now let me turn it over to Greg for his comments on leasing and investment activity.

Gregory Silvers

The first quarter of 2008 did not contain a significant amount of investment. However, with the addition of the capital that Mark previously discussed, combined with our on-going discussions with tenants and developers, we are confidant that we can meet our investment objectives for the year. At our last call we presented a capital plan of $250 million for the year, of which we have completed approximately $27 million year-to-date.

As Mark indicated in his presentation, we are now revising our capital plan upwards to $300 million to reflect the increased investment opportunities that we feel can be accomplished this year. I will speak later to our revised capital plan, but first I would like to highlight our investments for the quarter.

For the quarter, our capital expenditures totaled approximately $31 million and included the funding of a $10 million loan to Louis Capelli. This transaction was essentially a refundable deposit, as evidenced by a promissory note which allowed us to secure an option to acquire 50% of Capelli's interest in three New York metropolitan retail projects. Two of the construction projects, LeCount Place and Trump Plaza, are adjacent to our existing New Rock investments, and the third is an entertainment and retail center to be built in Yonkers. The two New Rochelle projects when combined with our existing New Rock project form a complete entertainment and retail destination, and we believe it is in our best interest to keep these projects integrated. The option provides that we can acquire the interest in the project at the actual cost of construction, and would be structured similarly to the terms of our existing Capelli partnership.

We continued funding the development of the Schlitterbahn Vacation Village. As of the end of the quarter, we have invested approximately $108 million of our $175 million commitment. We continued funding, the development of the AMC Diamond Ridge 12 in Glendora, California, our first development project with AMC. We continued the expansion of our Canadian retail centers and continue the development of our Suffolk retail center.

Subsequent to the quarters end we also acquired our partners 50% interest in our public charter school joint venture for approximately $35.9 million. In addition to the $80 million already invested, we have the option to acquire an addition $120 million of property over the next two years. As of this date we are currently completing due diligence on the next traunch of schools and would anticipate making an additional investment of approximately $60 million in the near future.

In our last call, a question was asked regarding year-over-year performance for some of our non-theater asset types. We have how compiled the data, and I direct your attention to our slide show for further discussion of their performance.

For our ski properties, as you note on the slide, skier visits increased over 200,000, representing a 17% year-over-year growth. Revenues increased over $11 million, for a 25% year-over-year growth, and revenues per visit increased $2.43 for a 7% year-over-year growth.

For our public charter schools, the metrics are different, however the results were equally impressive. Year-over-year we increased the capacity of the existing schools from 6,888 students to 7,461 students. This 8% increase in capacity represents the continued acceptance in growth of the public charter school movement. Year-over-year enrollment increased 18% from 5, 341 students to 6,284 students, resulting in overall occupancy increasing 6% to 84%, notwithstanding the capacity expansion. Without the expansion, overall enrollment would have been at 9[inaudible].

As I promised earlier, I would like to spend a second on [inaudible section ]

However, we were unable to agree on terms satisfactory to us. As we have stated, we are committed to growing this asset type, however we are disciplined in our approach and we will not pay prices or acquire assets simply to be larger. As indicated above, we continue to see a robust investment pipeline, and we believe our increased liquidity will allow us to harvest these opportunities for this year and beyond.

A quick update on occupancy, we continue to have 100% occupancy with our theater assets and 96% occupancy of our non-theater retail assets. With that, I will turn it back over to David.

David Brain

I would just like to reiterate some of the news you heard on today’s call regarding capital formation and also in prior calls. I just want to spotlight if I may on some significant steps that have been achieved recently, that has put the company in a very strong position of liquidity.

It seems like earnings and growth always get the lead, or starring roles, to steal a movie analogy, while balance sheet is a background, or supporting player. It is an economic slow-downs and credit market tumble like the present, that balance sheets strength gets its time in the limelight. As I go through some of our balance sheet reflections, let me share with you some context.

Balance sheet management has had a lot to keep up with at EPR because the company has been growing quite rapidly. Over the last four years, the compound rate of growth and net assets has been 24%, and last year it was 38%. During this period of rapid growth, leverage has stayed completely under control, consistently at 50% on a book basis. And during this same period, our key credit ratios have improved. Interest coverage has risen from 2.9% to 3.2%; debt service coverage form 2.2% to 2.5%. Fixed charge coverage has remained essentially flat at around 2.5% due to our employment of some preferred stock elements. What this has meant for the company is flexibility. EPR has been able to deepen its market dominant positions, and expand its base of business accretive for our shareholders with adequate and appropriate access to the capital market.

Even while credit markets were deteriorating, or nearly collapsing in some respects, we’ve been able to continue to advance the agenda and business of the company. In 2007 we raised over $500 million total capital, with more than half of that in the last half of the year. Further this year, we have raised over $225 million in the first several months, resulting now in over $500 million being raised. It’s really the beginning of the credit crisis, in the last half of 2007. This again has been achieved without raising our leverage, and with about 95% of our debt placements at fixed rates of about 6%.

All this has left us again with flexibility. We are currently positioned with nearly $300 million in undrawn credit facilities, and have improved our credit ratios beyond their excellent position as of the year end of 2007. Our strong sense is that the market is increasingly becoming advantaged for buyers, and we’re poised to take advantage of these [inaudible].

With that, I will call upon Eric and we will open it up to questions.

Question-and-Answer Session

Operator Instructions

Your first question is from Anthony Paolone.

Anthony Paolone- J.P. Morgan

Can you give us an update on Schlitterbahn, and refresh us on with that entire capital structure looks like? What parts of it are done and in place, and what has yet to be finished on the financing side, and where things are at construction wise?

Gregory Silvers

The capital structure has really not changed. We have our money, we have the Star bonds money, we have the construction loans, and we have some owner’s equity in that. As far as what is going on, we would anticipate, and the plan has been for the Star bonds to be issued this year. The anticipation would be for some time this summer, and everything is proceeding in that form. The continued construction that we are funding is relating to the land acquisition and grading and doing the site work improvements. As far as the construction financing, our tenant is in negotiations with finalization of that. Our plans have been submitted to the city, and to the municipal authorities. We are getting our permits and we are working through those things. I think there have been a few delays, as we’ve mentioned before, from the casino application and how those are rippling through and people are trying to gauge the placement of that, and its importance to the project. There have been a few delays but I don’t think it has materially changed the deliverable date for the park.

David Brain

Our piece is in place. The Star bonds have been committed, there is an underwriting commitment in place for the Star bonds, for the $225 million, the last piece of the project, the $250 million or so is really construction loan and equity and that is really left to the Schlitterbahn people who are better at negotiating that. The other [inaudible] is on the site would be another $600 million investment in casinos for the site, otherwise that land will be left in reserve, so that is the major player and somewhat the scale as to what goes in on Phase 1 and Phase 2, and exactly how the construction line is sized, is being determined by the whole question of the casino. The good news is that the casino license award process is gaining some clarity. There now has been a scheduled date for hearings at the lottery gaming commission in Kansas. That’s going to be in May, and that was just announced in the last couple of weeks. Those are scheduled, they will be going on during ICSC, and they haven’t set out a calendar for the actual award date. These hearing are part of the process. We are getting some clarity and at least we know they are going to reach that stage by that time.

Anthony Paolone- J.P. Morgan

Do you see much of an issue, or risk, with the Schlitterbahn folks obtaining their construction financing given the debt markets, and whether that could create any obstacles?

David Brain

Well, clearly the market out there is much different than it was, but again, this is a process where there is significant capital with the Star bonds and everything being in the process and the leverage ratios that they are trying to achieve are significantly lower than traditional construction projects.

Gregory Silvers

They are very modest. It is our impression that it’s not a real risk.

David Brain

We have talked to the development partners. We’ve got retail developers and hotel partners, and that debt is achievable and I know there are term sheets that are floating around, we have seen those.

Anthony Paolone- J.P. Morgan

On the charter schools, you talked about the $120 million pipeline there, with [inaudible] term, what is the option work on the balance of that? What needs to happen to do the whole $120 million?

David Brain

Generally at every school year they present a group of schools, and we have some criteria in terms of occupancy, and we’ve talked about those, to acquire them being in the sixties or so occupancy to acquire those, so they present a group of schools. We look at those schools, underwrite those schools, decide how much of that package that we want to take, and then we proceed forward. So generally you’ll see those, again at this time of year where the school enrollment gets certified, we have good numbers. School starts in September, we get certifications at the first part of the year. We begin our underwriting and then we proceed to decide which schools we want to take down. We do think they will have enough schools that we can fulfill that remaining commitment over the next two years.

Anthony Paolone- J.P. Morgan

Final question with respect to the vineyards. It seems that absent the deal that you passed on in the quarter that pipeline has gotten a little bit bigger. This is something that you have looked at for a few years it seems. Why does it seem like maybe there is more deal flow now, than maybe before, or is it just your comfort level? What really has changed there, if anything?

David Brain

I think a couple of things that we have talked about. You have some of the bigger Spirits guys coming into the space. There are some major transactions over the last year. I think the other side is the tightening of the credit markets for these guys. They are looking at other capital alternatives. I don’t think that you can overlook the fact that we got deals done and that validated us. Therefore, the credibility of us saying that we are going to do these transactions, and then us going out and executing on these transactions, gives a lot of credibility to people who you were talking to.

Operator

The next call is from [inaudible]

Analyst

On the $10 million note to Capelli, could you give some color on what the use of that note was, and why it was needed?

David Brain

It was really a deposit, and we characterized it as a promissory note because we like to get security and things of that nature. At the time that we did that we entered into the option agreement to acquire those interests. When we did that, as you can I imagine with the liquidity margins, we didn’t want to commit to those projects, but we thought we wanted to acquire the option. So to give ourselves the flexibility to look at all those projects and decide whether or not we want to execute on all three of them or selectively. So we entered into it at the same time, so that was reflected as a promissory note. We also wanted to have a personal level of security, so we asked Mr. Capelli to sign on that note personally so that we felt that we had really good security on that.

Gregory Silvers

It was really a sign of good faith. He talked about having a partner that he wanted to be sure was interested, and that he had a reliable partner, otherwise he was going to move on and talk to other people. That’s what we agreed on in the discussion, that we put down a deposit and do our diligence on the projects.

David Brain

And it is really structured as a one-year transaction which allows us to see how those projects mature, and how he is able to attract and convince retailers to be parts of those projects.

Analyst

Can you give us an update on the White Plains project, and how that is progressing?

Gregory Silvers

The White Plains project is doing really well. It is fully open and I’ve got the occupancy. We are at 97% occupied. When we acquired it we were at 92%. We continue to see within the quarter we had an OfficeMax in that project. OfficeMax stated intent to close that, and we have subsequently converted that to a Nordstrom’s Rack, and they expanded the space, and we have done it at rates above what OfficeMax was paying.

David Brain

Capelli has finished across the street. We don’t own any but he has completed the Ritz Carlton hotel and condo project. That is helping to give a little girth to the location.

Analyst

Based on the way the note is structured, are you at the point where you are reaching your preferred return threshold, or can you talk about the yield?

David Brain

We are hitting our preferred returns on the way the deal is structured. As we have said, we hit that from the outset and we have continued it.

Analyst

So the project is yielding overall? What yield?

Gregory Silvers

Can I get back to you on that? I don’t have that information in front of me, but I can get back to you.

Analyst

You mentioned on the theater developments that one of the reasons there has been a delay because potentially the retailers pushing back at Lifestyle centers. In general, some of the mall retailers have commented that product type might flow longer term. I wanted to know how you think that will impact your theater development pipeline going forward?

Gregory Silvers

We are talking with that [inaudible] I think if you looked five to seven years ago the theaters were comfortable being in the same area as this retail, and then we got into this Lifestyle center and we were incorporated into it. These projects that we’re looking at, these areas need theaters, so I think that if they need to be stand-alone or limited retail opportunities they will proceed. They will not let that opportunity just sit forever, so we don’t think it’s a foreclosure of those opportunities as much as it is that we may have to re-work that and it may look more like a stand-alone theater as opposed as an integrated Lifestyle center.

Analyst

You mentioned that you are looking at several theater opportunities that aren’t all developments. Can you comment on the size of these deals, and what is the range of current cap rates on deals you are looking at?

Gregory Silvers

I think they range in size from single tenant to 3,4, and 5 location opportunities. I think you are correct [inaudible] the market for standing theaters is coming back to our acceptable cap range. We’ve said it is getting back into the double digit range whereas it had drifted and we saw transactions trading even to the mid 7’s, it is coming back , and it is becoming more of a buyers market. I think reluctantly people are getting there, but they know that for quality theaters we are a good standing bid, and they know what zip code that we live in. People are coming back to us, and we’re feeling good about this.

David Brain

Some of these standing portfolios may be in the 9’s, but it’s really a matter of the sellers getting comfortable that that is their best bid. It may take some time.

Analyst

These theaters are producing over two times..

Gregory Silvers

We are able to be selective and get these kinds of quality theaters that we are looking at. There is a tremendous amount of theater opportunity that we look at that don’t meet our criteria, and just because someone is desperate to sell, if it’s not a quality theater that we are comfortable owning for the long-haul we don’t look at it for just economic juice.

Operator

We have no more audio questions at this time.

David Brain

With that I will thank everybody for joining us. We appreciate your attendance and attention and look forward to seeing you next quarter.

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