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Executives

David Brain – President & CEO

Greg Silvers – COO

Mark Peterson – CFO

Analysts

Dan Donlan – Janney Capital Markets

Joshua Barber – Stifel Nicolaus

Joshua Barber – Stifel Nicolaus

Emmanuel Korchman – Citi

Rich Moore – RBC Capital Markets

Michael Bilerman – Citi

Entertainment Properties Trust (EPR) Q3 2012 Earnings Conference Call October 30, 2012 5:00 PM ET

Operator

Good day ladies and gentlemen and welcome to the 2012 Entertainment Properties Trust Third Quarter Earnings Conference Call. My name is Kim and I will be your operator for today. At this time, all participants are in listen-only mode. We will conduct the question-and-answer session toward the end of this conference. (Operator Instructions) As a reminder, this call is being recorded for replay purposes.

I would now like to turn the call over to David Brain, President and Chief Executive Officer. Please proceed.

David Brain

Thank you, Kim. Thank you all for joining us. This is David Brain. I’ll start with our usual preface which is, as we begin this afternoon, I’ll inform you that this conference call may include forward-looking statements defined by the 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.

The company’s actual financial conditions, and results of operations may vary materially from those contemplated by such forward-looking statements and a discussion of factors that could cause actual results to differ materially upon those forward-looking statements contained in the company’s SEC filings, including the company’s report on Form 10-K for the year-ending 12/31/2011.

Well again, thank you for joining us. This is David Brain. This is our earnings call for third quarter 2012. Along with me to give you the news of the company are Greg Silvers, the company’s Chief Operating Officer.

Greg Silvers

Good afternoon.

David Brain

And Mark Peterson, our Chief Financial Officer.

Mark Peterson

Good afternoon.

David Brain

I’ll just remind everybody who can and I know there is some differences in power and access but there we do have slides as usual through our website at eprkc.com and it’s easiest to follow along that way if you can.

I’ll start with our headlines for EPR for the third quarter of 2012. And first is our new name and marks reflects company evolution. Second, acquisitions progress in all primary investment categories. Third, quarter results ahead of plan leads to increase 2012 guidance and robust 2013 outlook. And fourth, recent capital formation activity demonstrates strengths and further improves the balance sheet.

Going back and beginning with our first headline, new name and marks reflect company evolution. I’ll just take this opportunity to remind everybody that November is the 15th anniversary of the company’s IPO. A lot has happened in those 15 years and the company is still dynamic and evolving. This time, we’ve decided to adopt a new name in marks in order to reflect the progress of the company and synchronize our identity with the reality that the scope of this enterprise although still firmly embracing entertainment has also moved beyond just that.

While our entertainment segment continues to be our largest focus, we have strategically expanded the types of specialty properties in which we will invest in order to drive long-term growth. The new name reflects the company’s strategic evolution and aligns our brand to our business strategy today. It reduces what friction we have found in developing our market position, outside of entertainment. Our new name will be EPR Properties and tagline will be return on insight, effective November 12th. Currently, our primary investment segments are entertainment, recreation and education.

Just like our market dominant investment segment of entertainment, our newer focused areas of investment, recreation and education are supported by research and unique industry knowledge. We believe this strategy of focused investment, supported by research and knowledge as opposed to investing in a variety of traditional commodity properties, offers the greatest potential for stable and attractive returns as an owner, over the long-term. This return premium is what we mean by return on insight. We look forward to discussing with each of you further as you like.

Our second headline this afternoon is very supportive of our initial – that initial concept that I just went over with you that the company is progress on multiple fronts. It is that acquisition progress is strong in all of our primary investment categories entertainment, recreation and education. Greg will have details in his report in just a moment but I’ll tell you that we had about $55 million in investment spending for the quarter and over $20 million since quarter end.

The significant amounts in all three of our key focus investment categories. That progress brings us to approximately $225 million of investments spending year-to-date with about $110 million in entertainment, $70 million in education, and $40 million in recreation. And our quarterly and year-to-date investment results are one of the key factors leading to the third headline and that is quarter results are ahead of plan and lead us to increase 2012 guidance and robust 2013 outlook.

Today, we were reporting $0.96 of FFO as adjusted per diluted common share for the third quarter, an increase of 12% over the same period last year. And this brings us to a year-to-date total of $2.74, which is an increase of 9% over the same time last year. This level of results as well as our outlook for the final quarter lead us to increase our guidance for FFO as adjusted per share to a range of $3.64 to $3.69, an increase of over $0.04 on the midpoint compared to our prior guidance range.

As is our custom, we’re also at this time introducing our guidance for next calendar year 2013. For next year, we expect FFO per diluted share between $3.77 and $3.92, an increase of 5% over the midpoint of our guidance for the current year. This is based on an outlook of investment spending of about $300 million for the year, a level very comparable with the current year. No determination has been made about our dividend level for next year, but traditionally we look to increase it in the first calendar quarter and about the same rate of our expected FFO per share growth.

Then my last headline this afternoon is that recent capital market activity demonstrates strength further improves our balance sheet, this all enhances our financial flexibility. In August, the company floated $350 million of 10 years senior unsecured notes with a coupon of 5.75%. This was the company’s second offering of senior unsecured rate of debt. We viewed it as highly successful both for the demand demonstrated that brought us to increase the issue size from our initial indication by $100 million and that it resulted in a materially lower spread over comparable term treasuries than our previous offering.

Subsequent to the quarter end, we’ve executed what is essentially a refinancing of one of our preferred stock issues. We’re redeeming our Series D $115 million preferred issue and replacing it with a new issue with a lower coupon by three quarters of a percent. Both of these transactions demonstrate quality access to the capital markets and allow us to continue to manage our liabilities with durations consistent with our assets and with no maturity concentrations in any one year.

With that I’ll turn it over to Greg, you’ll hear from Mark and I’ll be back to join your questions.

Greg Silvers

Thank you, David. Along with an update on our capital spending, I’ll also discuss several updates across the various segments of our business. In the third quarter, we continue to successfully execute our strategy of making additional investments at each of our asset classes with new investments in our entertainment, recreation and education segments.

During the quarter, we deployed approximately $55 million of capital and we will continue to see additional outlays in the coming months related to these projects as most of these investments were build-to-suit projects. First in terms of operating performance and our key theatrical portfolio, the box office remains ahead of last year with revenues up 4% to 4.5% and the forecast is for a solid holiday season.

Currently, we project that overall box office revenues will finish the year up approximately 5%. Our investment pipeline in our theater business remains robust even better than we’d previously anticipated. At the beginning of the year, we discussed the opportunity to introduce 8 to 10 theater investments for the year however we now expect 12 to 14 theater projects to get underway in 2012.

As most of these projects are of the build-to-suit variety, a significant amount of capital associated with these projects will be deployed in 2013. As we spoke last quarter, we’re pleased that more operators are getting back to expansion and growing their asset base and are looking to EPR as a capital partner in that endeavor.

As we’ve stated previously these build-to-suit projects have an initial expected cap rate in the 9% to 10% range.

Also with the recent announcements of Carmike Cinemas intend to acquire 16 cinemas from Rave Reviews Cinemas; we will further strengthen our relationship with this national operator. EPR owns 5 of the 16 theaters in this transaction and as reported we anticipate the transaction to close by year end. In addition to the announced Rave acquisition, we have also entered into two additional build-to-suit projects with Carmike and anticipate more opportunities as we grow this relationship.

During the quarter, we also expanded the breadth of our entertainment platform with a completion and opening of our latest Pinstripes investment at Oakbrook Mall in Chicago. The newly constructed 32,000 square foot facility introduces the latest and entertainment and family fun into one of the most dynamic retail settings in the country. We anticipate the completion of our other previously announced family entertainment projects in the fourth quarter.

Subsequent to the quarter end, we also closed on the financing of a dynamic live-performance anchored entertainment retail center in Charlotte, North Carolina known as the North Carolina Music Factory. The property has an entertainment destination that recently played host to 15,000 guests of the media welcome event at the Democratic National Convention. The project is anchored by two live-performance venues leased to allow nation to present the long-term leases and includes additional dining and entertainment tenants located in an 183,000 square foot setting.

Our total investment in this project is $22 million and the rate is commensurate with our other entertainment properties. Within our recreation segment, our properties continue to perform at outstanding levels. Our Schlitterbahn Waterparks benefited from the exceptionally dry and hot summer season and delivered participating interest of approximately 800,000, doubling last year’s total. Our TopGolf investments are performing above projections and have exceeded our expectations. Additionally, we’re currently under construction on a new TopGolf facility in Houston, Texas which is expected to open in the fourth quarter and we anticipate additional investments in the coming months.

In our education segment, we increased our asset base during the quarter with investments of approximately $28 million related to 12 projects or expansions. We remain excited about the charter school opportunity and our ability to build a diverse platform of assets both in terms of geography and operator. Our total investment in this category for the year should be approximately $90 million to $100 million and we anticipate additional growth as we move forward.

We have also received the preliminary enrolment numbers for our schools and I’m pleased to report to you that within our active properties, we increased our student capacity by over 5,000 students and also increased our capacity utilization from 89% to 91%.

These numbers speak to the continued strength of the sector and the increasing demand for school choice by the public. We continue to make progress on dealing with our leased with vacant Imagine Schools as we’ve been recently informed that the lender on Imagine’s credit facility has given the necessary approvals to complete the next group of substitutions. The delay was resulted the lender requiring all new third party reports including an environmental property condition and appraisals, however we’ve now been told that we can proceed with approximately $15 million of additional substitutions.

The net effect will be of the original $72 million of effective properties, we have now delivered solutions for approximately $50 million of that total or 70% of the affected assets. We anticipate additional subleases or sales will further reduce this number throughout the balance of the academic year.

During the quarter, we also sold one Imagine asset. This facility was not one of the schools that lost its charter, however the independent board of the school made an offer to acquire the asset and we elected to accept this offer as we manage our Imagine concentration. The transaction generated proceeds above our original purchase price of approximately 400,000, however we booked no gain or loss because part of the proceeds were used to reduce accrued interest, recognize utilizing the effective interest method under our direct financing lease with Imagine.

In our Catskills project, we continue our pursuit of the necessary environmental and land used approvals for the proposed development and we anticipate being able to provide additional details by year end. In other developments, we’ve recently made additional progress in the planned disposition of our vineyard and winery assets. During and subsequent to quarter end, we’ve entered into two sale contracts involving the remaining portion of our unleased point of winery and vineyards.

The transactions are schedule to close in the fourth quarter and will reserve – result in proceeds of approximately $21 million. As this property was not leased, elimination of the property level carrying cost coupled with the redeployment of the capital should result in a very positive impact to EPR’s performance. Following completion of these transactions, the company’s remaining investment in the vineyard and winery space will sit at approximately $75 million and we continue to market the balance of the assets as we progress to our stated goal of exiting this asset class.

As I said earlier, our total spend within the quarter was approximately $55 million and combined with the capital associated with the North Carolina Music Factory investment. This brings our total year-to-date capital spend number to approximately $225 million. As I said earlier, our pipeline of opportunities remains strong and we’re tightening our capital spend guidance from our previously announced $250 million to $300 million to $275 million to $300 million of investment spending.

Our overall occupancy remains strong at 98%. In connection with the introduction of next year’s guidance, we’re also introducing a capital spending target range for 2013 of $275 million to $325 million. This number contains a significant number of built-to-suit projects, including approximately $100 million of carryover projects that we’re initiated in 2012. As I indicated previously, our pipeline of investment opportunities continues to be strong across all of our segments and we anticipate making investments in each of these categories in 2013.

With that I will turn it over to Mark.

Mark Peterson

Thank you, Greg. I like to remind everyone on the call that our quarterly investor supplemental can be downloaded from our website. Now turning to the first slide, I’m very pleased to report another solid quarter for EPR. FFO for the third quarter increased to $44.4 million or $0.94 per share from $37.6 million or $0.86 per share in the prior year. Excluding charges for transaction and refinancing costs, FFOs adjusted per share increased to $0.96 versus $0.86 in the prior year, an increase of approximately 12%. For the first nine months of the year, FFOs adjusted per share was $2.74 versus $2.52 in the prior year, an increase of approximately 9%.

Before I walk through the key variances, I want to discuss a couple of items that are excluded from FFO calculation this quarter. First, as Greg mentioned, we have entered into two separate sales contracts to sell the remaining assets at one of our unleased vineyard and winery properties. As a result, we evaluated the carrying value of this property relative to the value of these sales contracts totaling approximately $21 million and an impairment charge of $3.1 million was recorded. We are pleased that we continue to make progress on our strategy of selling our remaining vineyard and winery assets particularly with respect to unleased properties given the opportunity to such sales provide to effectively redeploy capital.

Second, during the quarter we used part of the proceeds from our recent $350 million bond offering to prepay in full certain secured mortgage loans totaling approximately $168 million, and incurred $477,000 in costs associated with these payoffs. Most of this expense relates to the write-off of the remaining unamortized debt fees and we’ll further discuss our recent financing activities later in my remarks.

Now, I want to walk through the rest of the quarter’s results and explain the key variances from the prior year. Our total revenue increased 9% compared to the prior year to $82.8 million. Within the revenue category, rental revenue increased by $4.2 million versus the prior year to $61 million and resulted primarily from new investments as well as base rent increases on existing properties. Percentage rents for the core quarter included in rental revenue were $0.5 million for both periods.

Mortgage and other financing income was $17 million for the quarter, up approximately $2.5 million from last year. This increase is primarily due to additional real estate lending activities. In addition as Greg mentioned, we’ve recognized approximately $800,000 of participating interest income this quarter related to our investment in the Schlitterbahn Waterparks due to the strong revenue performance of the season. This is approximately $400,000 more than we recognized in the prior year.

On the expense side, G&A expense increased approximately $900,000 versus last year to approximately $5.5 million for the quarter due primarily to higher payroll related expenses as we continue to support our growth, as well as higher professional fees and travel expenses.

Our net interest expense for the quarter increased by approximately $2.1 million to $20 million. This increase resulted primarily from an increase in our outstanding borrowings during the quarter partially offset by the impact of a lower weighed average interest rate on our outstanding debt.

Equity and income from joint ventures decreased approximately $300,000 to $342,000 for the quarter. This decrease was primarily due to the conversion of our preferred equity investment in Atlantic-EPR I to a mortgage note receivable earlier this year.

Finally, preferred dividends decreased by $1 million to $6 million for the quarter, due to the redemption of our Series B preferred shares on August 31 of last year.

Turning to next slide, I would now like to review some of the company’s key credit ratios. As you can see from this multi-year summary, our coverage ratios have a consistently strong and remained strong for the first nine months of this year with interest coverage at 3.6 times, and both fixed charge coverage and debt service coverage at 2.7 times. Our FFO was adjusted payout ratio for the first nine months of this year was 82%.

Our debt-to-adjusted EBITDA ratio was 4.7 times for the third quarter annualized and our debt-to-gross assets ratio was 41% at September 30. As you (inaudible) metrics are balance sheet continues to be in great shape.

Let’s turn to the next slide and I will provide a capital markets and liquidity update. At quarter-end, we had total outstanding debt of $1.3 billion about $10.6 billion of this debt is either fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 5.7%. We had nothing outstanding at quarter end under our $400 million line of credit and we had about $25 million of cash on hand.

We are in excellent shape with respect to debt maturities. As of September 30, we have no maturities for the remainder of 2012 or in 2013. Our net debt maturities are not until 2014 and the aggregate amount due in that year is less than $150 million.

Turning to next slide, we continue to meaningfully reduce our cost of capital. We issued $350 million of tenure senior unsecured notes to 5% and 3.75% during the quarter. This issuance represented our second tenure unsecured notes offering and in comparing it to our inaugural deal, we’re pleased to reduce the spread on this transaction by 65 basis points and reduce the actual yield by 225 basis points.

As I referenced earlier, as part of the proceeds from this issuance to prepaying for mortgage notes payable totaling approximately $168 million that had a weighted average interest rate of 6.25%.

Additionally earlier this month, we issued 5 million Series F preferred shares of 6.575% for net proceeds of approximately $120.7 million. In conjunction with this offering, we also announced the plan of redemption of all of our 7.375% and Series D preferred shares at par plus accrued dividends, totaling approximately $115.8 million. This redemption is expected to close in November 5th and we anticipate recording a charge of $3.9 million in the fourth quarter, representing the original issuance costs of the Series D shares plus cost associated with redemption. This charge will be excluded from our calculation of FFO as adjusted.

To summarize, with the full amount available under our $400 million line of credit plus $25 million of cash on hand at quarter end, no debt maturities until 2014 and our lower cost of capital. We are well positioned to take advantage of opportunities as we move into 2013 and beyond.

Now turning to next slide, based on our results today and our expectations for the reminder of the year, we are increasing our guidance for FFO as adjusted per share to $3.64 to $3.69 from the previous guidance range of $3.57 to $3.67. This increased guidance reflects the expectation that in the fourth quarter we will incur a penny decrease to per share results, due to the dilution of carrying both the Series D and the new Series F preferred shares for about a month prior to the actual redemption of the Series D preferred shares on November 5th.

Secondly note that combined participating interest and percentage rents will be lower in the fourth quarter versus the third quarter by about $1.1 million or about $0.025 per share, due to the addition of Schlitterbahn payment received in the third quarter I discussed earlier as well as the fact that percentage rents from our movie theater tenants are typically lower in the fourth quarter than in the third quarter by about $350,000. In addition as Greg mentioned, we are tightening our 2012 investment spending guidance to the upper end of the previous range at $275 million to $300 million.

Turning to next slide, we are also providing guidance for 2013 FFO as adjusted per share of $3.77 to $3.92 in guidance for investment spending of $275 million to $325 million. Again as Greg mentioned roughly one-third of our investment spending for 2013 is expected to be carryover spending on build a suite projects initiated in 2012. And our new investment pipeline continues to be robust. We think it is also helpful to investors to share key assumptions regarding G&A expense and our land in the Catskills continued in our 2013 guidance.

First, we expect G&A expense to be approximately $24 million for 2013, our G&A expense is expected to be approximately $500,000 higher in the first quarter than full year number divided by four, primarily due to certain employee benefit expenses that are recognizing Q1 as in prior years.

Second, the midpoint of our FFO per share guidance includes the Catskills project at its status quo. Accordingly activation of the earnings potential of this land investment could help drive us toward the higher end of our FFO per share guidance range.

With that, I’ll turn it back over to David for his closing remarks.

David Brain

All right. Thank you, Mark, thank you, Greg. A few thoughts as we go to questions. The overall I think very strong performance relative to guidance. We delivered deal flow and growth is demonstrated in all three of our primary investment areas and continues – we continue to see opportunities. Cost of capital is declining with recent financings and we are not doing that by shorting term are going we are staying at the unsecured model. And overall then table is set including the balance sheet in great shape for very attractive 2013 as our guidance indicates. But of course, we will look for opportunities for performance even beyond our guidance range.

Now introducing the company new name to you, there is one other new name, I’ll introduced like to introduce to you and that is of a new add to our senior management team, Neil Sprague is joining us and I invite you all to contact and get in touch and meet Neil. Neil has joined us as a General Counsel. Come to us most recently from Applebee’s IHOP organization but has experienced with a number of public companies and also in private practice. He will be covering the General Counsel world that Greg is also covered – as Greg continues to have. We have abundant opportunity to spend time with regard to the development of portfolio for Greg.

So with that, we’ll go to questions. Now Kim, are you there?

Question-and-Answer Session

Operator

Yes, sir. (Operator Instructions) Your first question comes from the line of Dan Donlan with Janney Capital Markets. Please proceed.

Dan Donlan – Janney Capital Markets

Thank you. Just I wanted to go towards the timing of the acquisitions developments. What should we assumed for modeling purposes as going to be waited more towards the first half of the year, the back half and then what type of cap rate assumption should we be looking at?

Greg Silvers

Dan, its Greg. I would say it’s not as much – if you think about projects that start generally theater projects are 9 to 11 months cycle. So things that you see that we start hear in the fall we’ll deliver next fall things that we started in the spring of this year, this previous year we’ll deliver in the spring of this previous year. With regard to our education end up and those are generally in the 9% to 10% range. I think in our – in our charter school world that’s a little shorter built cycle.

You’ll see those start generally at the beginning of the January, February, March area to deliver in August with the start of the new academic year and those had likewise been kind of 9% to 9.5% cap rates. Our recreation properties other than our TopGolf that we’re building which again is a kind of a six-month build, most of those are standing properties if we – what we acquire those, so those are immediately accretive when we deploy them.

Dan Donlan – Janney Capital Markets

Okay. And as far as going to this vineyard sales was there any – is there any one NOI associated with those sales as you guys are anticipating to close in the fourth quarter?

David Brain

Well really that the carrying costs associated with the vineyard and winery that we’re plan on selling here in the fourth quarter was about a 130,000 a quarter. So there is quite a bit of carrying cost that we lose as a result of selling plus we get to redeploy the 21 million of proceeds.

Mark Peterson

Yes, so it’s a reduction in carrying cost as well as potential to add NOI as we redeploy that money.

Dan Donlan – Janney Capital Markets

Okay. And then kind of a little bit different topic, just looking at the mortgage and other financing income that you guys or excuse me on the balance sheet, the mortgage notes receivable for entertainment, recreation. What is the weighted average interest rate on the entertainment and what is it on the recreation?

David Brain

I mean all of – our mortgage notes in...

Greg Silvers

Mostly recreation because of our ski portfolio...

Mark Peterson

Yeah, those are getting around 10% to – earnings to 10%.

Greg Silvers

Yeah those are going to be upper 9% to 10% on that.

Dan Donlan – Janney Capital Markets

Perfect.

David Brain

I think that’s the – our entertainment is going to be about the same...

Mark Peterson

Same – that are similar yeah.

Dan Donlan – Janney Capital Markets

Okay.

Mark Peterson

In fact there is a good listing, our mortgage notes of course are in our – in the supplemental you could see them all, but you’ll see they all range around that.

Dan Donlan – Janney Capital Markets

Right 9.5% to 10%.

Mark Peterson

It’s like maybe Schlitterbahn.

David Brain

Yeah.

Dan Donlan – Janney Capital Markets

Okay. And then just moving on to Imagine, based upon the build-to-suits that you guys have coming online and I guess towards – maybe towards next year. What percentage of Imagine will be part of your overall portfolio?

David Brain

Of the education investments of Imagine.

Dan Donlan – Janney Capital Markets

Of the education as well as the overall portfolio?

Mark Peterson

I think that, if you look at how we’ve been moving that down I think it use to be upwards, at one point in time of our education portfolio I think you’ll see that where it was this last year 60%, 70%, they will be moving down into the 40% and continuing to decrease.

Dan Donlan – Janney Capital Markets

I mean as a percentage of overall revenue, it was 9% for the quarter and for the nine months and most of the growth is coming non-Imagine. So that would as a percentage of revenue Imagine will go down.

Mark Peterson

Yeah, Imagine at 9% of our total and education is around 12% or so. So it’s in that three quarter point right now, it use to be a 100% even just a year and half ago. And it’s been coming down, as Greg says, with a number of additions we have. It’s headed towards the half or less position, yeah I think within the year or year and a half.

David Brain

And we’ll continue to reduce in given time.

Dan Donlan – Janney Capital Markets

Okay. And then I think recently I saw some news that the Imagine is going to move to not-for-profit status. Do you know when that takes effect? And how does that – is that a positive to the coverage ratios? Is there a some types of taxes they want to have to pay on a going forward basis that will allow them to redeploy more cash to you guys or any thoughts that would be helpful?

Greg Silvers

Sure, actually Dan they went to not-for-profit status in August of this year, so that that actually was granted earlier this year. It’s a positive from our standpoint for two things. One, I think you hit one of those and several jurisdictions being and not-for-profit will allow them to not pay property taxes, which is clearly a positive impact to coverage.

But secondly in the education market a not-for-profit is generally viewed more favorably than a four profit entity, at least within some of the – that the tractors of the segment. And therefore, we think it will, again will maybe take some of the heat off of them that we are – that they dealt with recently, but so we think it will be both positively economically and perception as well.

Dan Donlan – Janney Capital Markets

Okay. Thank you. I’ll move back in the queue.

David Brain

Thank you, Dan.

Operator

And your next question comes from the line of Joshua Barber with Stifel Nicolaus. Please proceed.

Joshua Barber – Stifel Nicolaus

Hi, good afternoon.

David Brain

Hi, Josh.

Joshua Barber – Stifel Nicolaus

I’m wondering if you could talk a little bit about your, did the same-store rents that you guys have gone on the theater leases that have expired this year and where that’s being trending, I guess over the last nine to 12 months?

David Brain

Yeah, if you look at it on a – it’s – if we look at it on a square foot basis, it’s been added very similar to what we’ve – what’s been coming rolling off, I mean in some of those situations, we’ve downsized the theater, so it’s on a smaller base, but the...

Joshua Barber – Stifel Nicolaus

So the nominal rent went down.

David Brain

Nominal rent went down, but the per square foot rent was at or similar to what we’ve been seeing. Now that’s per things that are renewing I mean for things that are changed, if you look at those where they are exercising their options, those are being which, generally that’s been either half or three-fourths of those that have rolled forward those are escalating, because they are on fixed options and they are going up generally 2% a year. So it’s balancing up 2% of both what we saw before.

Joshua Barber – Stifel Nicolaus

Okay, great. That’s helpful. One other question when it comes to the sales market today on the theater side, I guess what we’ve – I’ve seen deals and you obviously in the market on the buying side of that, where are you seeing deals I guess print on the selling side left.

David Brain

Yeah, generally I would say, it’s a function Joshua of term and kind of success of the theater, but I would tell you good theaters that have term or selling probably somewhere in the 7.5 range to 8.5 range, probably closer around that 7.5 to 8. As we – as you move up more with less term that that goes up. I think, it’s also a matter of kind of being able to identify those operators who – you have relationship with and that you can execute on, but I would say that generally good theaters are in that – in and around 8.

Joshua Barber – Stifel Nicolaus

Great. Last question also I guess, I am asking this question slightly different than before, but after the collateral substitution on Imagine, what percentage of the assets that you have owned that you will own have own before, how much of Imagine’s total assets is that going to be?

Mark Peterson

Well, I mean we are 26% now, be at 36% properties of 75% or 76%. So we are about one-third of their assets, but it makes up about 55% to 60% currently of our educational assets.

Greg Silvers

Yeah, but to us is a landlord of them, we’re about 30% to a third of their world – landlord world.

Mark Peterson

And as a percentage Joshua as we indicated this last year, we’ve said we are going to execute $90 million to $100 million of charter schools none of that’s with Imagine. So as those come online, we are further reducing that percentage of Imagine and we anticipate next year that we’ll be doing that number are larger and again we’ll – we think we’ll further reduce that concentration.

Operator

The next question comes from the line of the Emmanuel Korchman with Citi. Please proceed.

Emmanuel Korchman – Citi

Hey, guys good afternoon. So David, in your prepared remarks, in terms of the name change, you had commented that the current pathway types are education, entertainment, recreation et cetera.

David Brain

Yes sir.

Emmanuel Korchman – Citi

And I thought like your emphasis on current and where you going in with that or is that just kind of the way you think by the company now and if so what are the tasks we are seeing going into as it right now?

David Brain

No. I am not trying to hit at anything now. We don’t have anything to announce or we were focusing on those three. I think the basis of the company as such that certainly we could expand that base with other areas – focused areas of investment, but at this time, I don’t have anything to lead you to.

We’ve had some modest incremental expansion of – they into a people thought of entertainment is all theaters. We are doing something just of the theaters, but our focus is winning those three banner, under those three banners at this time and its possible we will look at things beyond that at times, but if we do. We expect them to be focused specialty areas of property. But at this time, it is really focused on those.

Emmanuel Korchman – Citi

Perfect. And then any ideas on the investment breakdown for next year, I know you just commented that the – if I do over 90 million of charter schools higher than this year. What would the breakout look like compared to this year overall?

Greg Silvers

Yeah Emmanuel, its Greg. I think right now the entertainment segment as we did our budget would be about 40%, the other two would be roughly 30% a piece, so a little more focused in our entertainment segment. But as you can see it was kind of get what we talked about this year I mean it’s not perfectly a third, third, third that we are growing all the segments, but next year looks to be a little more heavy in our entertainment area.

David Brain

And that comes back to your question we often get about the – kind of the development of the portfolio, when a lot of people asking if it’s moving away from entertainment. As you can just tell from what we delivered to you year-to-date and what Greg’s talking about for next year, still very entertainment heavy, we’re still very focused there, we are not deemphasizing that in anyway, we are growing some of these others, it’s hard to say exactly how fast they come on, but it’s our expectation that entertainment is still going to be the main event around here for as far as we can see.

Emmanuel Korchman – Citi

And then one last question on the Catskills in guidance next year, you assume no income coming in from that, did I understand that correctly?

Greg Silvers

At this time, yeah, we prepared the guidance with no income.

David Brain

Is at the midpoint, yes.

Mark Peterson

Yeah.

Emmanuel Korchman – Citi

Perfect. Thank you very much guys.

David Brain

Thanks sir.

Operator

The next question comes from the line of Rich Moore with RBC Capital Markets. Please proceed.

Rich Moore – RBC Capital Markets

Hey, good afternoon guys.

David Brain

Hey, Rich.

Rich Moore – RBC Capital Markets

Next or this year rather you have I think two more theater complex is coming the lease is coming due and the next year you have three, what’s the status I guess especially the two this year, but even the three next year at this point?

David Brain

Yeah, originally remember we had four this year, I think we’ve dealt with three of the four, either through renewals or rework leases and those are reflected in the guidance. We’ve got one more that we’re trying to see if we’re – how that resolves, but that’s not yet determined. As far as next year, we’ve already – one of our theater. Our AMC has already exercised one of their options we think there is another one that we should receive here shortly for a renewal.

And then we’ll have two of our larger theaters that we think we’re going to have to think about looking at it as far as resizing or dealing with as being too large. So again, I think what you see from next year, we’ve dealt with all of the issues and what would be going out this year and it’s reflected in that guidance, Rich. And then next year, we think 50% of it already have been – that we already are dealt with that we’ve got two that we’ll need to deal with throughout the year.

Rich Moore – RBC Capital Markets

Okay, great. So the two this year, one is already extended is that right, is that what you’re saying?

David Brain

That’s correct. Yes.

Rich Moore – RBC Capital Markets

And then the other you’re still working on.

David Brain

Of the four – of the four.

Rich Moore – RBC Capital Markets

Yeah.

David Brain

We’ve dealt with three of the four and have come to terms with extensions on or new provisions on three of the four; we have one remaining that we’ve not dealt with.

Rich Moore – RBC Capital Markets

So there more – there are more...

Mark Peterson

So 75% have been dealt with and the numbers reflect those that the guidance reflects those. And then in the next year, two of the four have already been dealt with for 2013 and we’ve got to deal with or we think to that one is already dealt with one we think we’ll hear the renewal shortly and then we have two to deal with. And then if you look out into 2014, we have no explorations.

Rich Moore – RBC Capital Markets

Right, okay. And so this last one for this year, I mean, the theater is still going to be there I assume right, is just a question of the negotiation around that extension?

Greg Silvers

Well, yeah – no it’s that candidly Rich, what we have as an – a situation where it has a CMBS mortgage on it that’s for that – it probably exceeds what we think the value of the theater is and we’re trying to negotiate with the CMBS lender to see if there is a way that we can make it a buyable option for us or if we’re going to deliver it back to them.

Rich Moore – RBC Capital Markets

Okay, good. Got you. Thank you, Greg. Then on the vineyards and wineries, is there – beyond the progress this quarter, is there any additional going on at this point? Or you still kind of back to school on?

Greg Silvers

No. We still have some additional possible transitions that we’re looking that can’t be delivered in the fourth quarter. And as we indicated, we are actively marketing these properties and continue to be. We have one additional thing in the fourth quarter that we think it right now has a possibility, however, it’s not other certainty that we wanted to announce it on this call. But if it does, we think it can be another positive impact to our further ends of our exiting of that asset class.

Mark Peterson

And Rich, the other thing I might add is as Greg mentioned we’ll be down to around $75 million of carrying value after the $21 million of sales we talked about in our call, in our remarks. And we will be with that $76 million about a little over 90% of that is leased assets, we’re only – we’re down to about 9% or about $7 million of unleased assets. We’re getting to a pretty small number world that’s not productive.

David Brain

Yeah, the vast majority of the unleased that have carrying cost associated with them and don’t have any NOI contribution we dealt with.

Rich Moore – RBC Capital Markets

Okay, good point. Yeah, very good point, thanks guys. Then on Mark on the debt side of things S&P is still your loan non-investment grade rater. Are you planning to go back to them any time soon? Is there any progress on the going to investment-grade front with S&P?

David Brain

Well, we always welcome the opportunity to talk to those folks to improve their rating. I mean we keep delivering quarters like this and keep delivering results and improving our metrics, we think we will get there. I can’t predict when, but the metrics are certainly move in the right direction and I think the – even the concentrations when you think about AMC or Imagine or any particular customer concentration is also certainly declining, so I think things are moving in the right direction.

Rich Moore – RBC Capital Markets

Right, okay, okay, good. Good, thank you. And then last thing, I think you have mostly mortgage notes becoming due in 2014. So is the idea to unencumbered as mortgage notes come due and switch those to bonds to unsecured notes?

David Brain

Mortgage notes in 2014 yes, we’ll continue to do – continually committed to the unsecured financing vehicle and has those rollover, we would likely hit the unsecured market. I will say that one of those loans in 2014 is a Canadian loan; it supports our Canadian entertainment retail centers. And there is some thought that we might want to have that has a hedge, a natural hedge against the NOI of that those ERCs and keep that that up there.

Mark Peterson

On a currency hedge...

David Brain

Sure, on a currency hedge on a secured basis, but we’ll kind of across that bridge as we are closer.

Greg Silvers

Right, as Mark pointed out, we are moving largely as we’ve indicated we are moving to an unsecured model Rich. This is progressive; our game plan is to redeem that secured debt with unsecured as time progresses, but particularly the Canadian situation we maybe, we said there maybe interests where we keep some secured debt that is a natural currency hedge may make a lot of sense for us there.

Rich Moore – RBC Capital Markets

Okay, great, good guys. Thank you.

Greg Silvers

All right.

David Brain

Thanks.

Operator

Your next question comes from the line of Michael Bilerman with Citi. Please proceed.

Michael Bilerman – Citi

Hi, good afternoon. David, just I want to hear your thoughts as you do enter potential new asset types. I guess have you sort of set have some limit at least initially in terms of the size of that investments. And the reason I ask is, you’ve made a big point about research and industry knowledge in this sort of new name change and a focus of your investments, but if you number of those new investments have had a little bit of probably more here than you wanted clearly on the Imagine situation.

I think you’ve acknowledged that it would have been better and you could have done a little bit more research to understand in the concentration that you had in one market, the vineyard of all recently gone the wrong way, you still got a $187 million and land parcel in the Catskills, Schlitterbahn had some delays to it, the New Roc City Retail, you ended up having to sell and get back. So, as I think about all these areas, you’ve got into, I am just saying as you enter new ones and you’re going to take it maybe a different research approach.

David Brain

No, Michael, I don’t think we are. I think the research demonstrate, the track record demonstrates that largely it’s a very successful formula. And you went through a litany of issues; there some of those with theater projects. And in fact largely a lot of those we considered to be very successful investments, the Imagine investments have been 100% current on the 100% of months.

So either the things we structure differently, but the structuring really help there and I think that our focus in specific specialty areas is how this company will continue to be guided in the future, we don’t have a sealing necessarily except to say we don’t expect to kind of over focus like how many in a new investment area initially and so on a overall balance sheet of $3.25 billion or so, there is probably a limit to what you put in a new category, but it’s fundamentally going to be the same approach we’ve had that we find it’s been very successful.

Michael Bilerman – Citi

And if thinking about the $187 million up in the Catskills that had gone up $2.6 million is that just you have a carrying cost that you are accruing there or what sort of expenses was that core sequentially quarter-to-quarter?

David Brain

Michael that’s – as we talked about we’re involved in planning, and land planning and going through the approval process for SICRA and our land use development and therefore its costs a consultants and another things related to that.

Mark Peterson

Not interest capitalized.

David Brain

Yeah, we are not capitalizing interest on that.

Mark Peterson

Not capitalizing.

Michael Bilerman – Citi

Okay, how much more money should we expect to be spend prior to an outcome?

David Brain

We don’t – we haven’t given specific guidance there. I think the track record we have demonstrates that we’re spending some money there, I don’t think its sizable relatively to the balance sheet in total are relative to that asset to get it in a productive state. And as Greg indicated in his comments, we do expect to have announcements on that on a fuller extent before the year end.

Michael Bilerman – Citi

And then just to make sure – I want to make sure and crystal clear on the guidance. So you are saying that the mid point, there is no income for the full year on a $187 million or so and I guess you can still spend money of capital. But at the high end which would be an incremental $3.5 million relative to the midpoint that $3.5 million is being generated of the $187 million at some point during the year?

David Brain

No, that probably Concord...

Mark Peterson

I think, we’ve set a $0.15 range excluding Concord altogether, that’s not to suggest what Concord could be on the upside, the point is you can move beyond the midpoint to the extent that Concord contributes. It doesn’t mean there is a limiter at the top end or just not we’re trying to suggest.

Michael Bilerman – Citi

Okay, so you have zero – if zero income for the entire year, whether you are at the low end, the midpoint, or the high end of the guidance.

Mark Peterson

Correct. Sorry, we’ve got carrying cost of course associated with it $1 million hearing in that – in that guidance.

Michael Bilerman – Citi

Right, but if you are able to successfully have some resolution either selling the majority of the land or half of the land or whichever way you may do it. The investment of that capital either versus debt repayment or new investment will drive accretion relative to $187 million, I mean at 7% is a lot of money, and a lot of ability that pay dividends and increase earnings.

Mark Peterson

That is correct.

Michael Bilerman – Citi

Okay. And then just lastly in terms of the asset that you said was, it was under CMBS, I had thought everything was pooled in your CMBS they don’t have individual asset securitization or just asset part of a larger securitization?

Mark Peterson

No, it’s an individual loan Michael, no ours are not necessarily pool, they are the individual loans.

Greg Silvers

We’ve had pool, we’ve had pooled asset loans and we had individual asset loans in the history of the company, that’s a pretty considerable variety.

Michael Bilerman – Citi

Right.

Greg Silvers

Our individual asset making pooled, but our asset is a single asset loans. Yes, sure.

Michael Bilerman – Citi

And what’s the size of the loan and when was it originated?

Greg Silvers

It’s originated in 2007 and the loan was – original loan was $14.7 million.

Michael Bilerman – Citi

And what sort of yield was at that point of debt yield?

Greg Silvers

It’s about I think particularly current rate is like 5.8% below under 6%, the original asset value....

Michael Bilerman – Citi

(Inaudible).

Mark Peterson

I know – I know that but I’m going to – original asset value was about at that time, it was about $14.5 million. So it was a major loan out of property, right.

Michael Bilerman – Citi

So you take a $14.7 million on the $14.5 million asset value?

Mark Peterson

And our book value, not necessarily we appraised at a higher number at that time, but our book value.

Michael Bilerman – Citi

All right. So what was the appraisal of yield at that point? I’m just trying to understand arguably 2007 was a probably you picked the peak of the market. I’m just trying to understand...

Greg Silvers

Well I think what you have is cap rate compression too. We probably did the deal around 10 cap and it was probably valued in those days probably in the 7 cap rate, so a lot of it was...

Mark Peterson

Right it would probably had an appraised value at that time of about probably $16.5 million to $17 million so it was probably a 75% loan to value on appraised value.

Greg Silvers

And it’s on our books around – I think it’s around $12.5, so...

Michael Bilerman – Citi

We’re actually pay down – and so I’m just trying to understand how the asset would be under water, is it primarily driven by the fact that the new lease rate and the ability to renew would result in substantial income, because I would assume cap rates are probably closing off relative especially the fact that you paid down principal?

Greg Silvers

Right, the principal hasn’t paid down that much and so that really it’s a situation where the cap rate and the rate if you rework the deal would result in a coverage level that we’re not necessarily happy with on the asset. So therefore we’ve approached the CMBS lender about a transaction that would reposition that asset to the coverage level that we would like it to be and their evaluating that now.

Michael Bilerman – Citi

Should we be mindful of any result within the portfolio?

Greg Silvers

The only one where we are at this one. It’s also a very unique situation in the fact that it’s on a ground lease and we own the ground underneath it, but it’s not part of the debt.

Michael Bilerman – Citi

Interesting, okay, thank you.

David Brain

Okay.

Operator

We have no further questions at this time. I would now like to turn the call over to David Brain for closing remarks.

David Brain

All right, well, we thank you. We know there is a lot of distraction and a little bit of confusion raised on the Eastern Seaboard. And we appreciate everybody taking the time and tuning in. And we always look forward hearing from you, if you might have further questions. And we will look forward to reporting to you probably next quarter. Thank you.

Mark Peterson

Thank you.

Greg Silvers

Thank you.

Operator

Thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Good day.

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