Entertainment Properties Trust Q3 2009 Earnings Call Transcript

| About: EPR Properties (EPR)
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Entertainment Properties Trust (NYSE:EPR) Q3 2009 Earnings Call November 4, 2009 4:00 PM ET


David Brain – President, Chief Executive Officer

Gregory Silver – Chief Operating Officer

Mark Peterson – Chief Financial Officer


Anthony Paolone – J.P. Morgan

Jordan Sadler – Keybanc Capital Markets

Greg Schwartz – Citigroup

Andrew Dizio – Janney Montgomery Scott


Welcome to the third quarter 2009 Entertainment Properties Trust earnings conference call. (Operator Instructions) I would now like to turn the conference over to Mr. David Brain, President and CEO of Entertainment Properties Trust.

David Brain

Good afternoon all and thanks for being with us today. This is David Brain. I’ll start with our usual preface and that is as we begin this afternoon let me inform you this conference call may include forward-looking statements defined by the Private Securities and Litigation Reform of 1995 and are identified by such words as may, believe, expect, hope, 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. A discussion of factors that could cause results to differ is contained in the company’s SEC filings including the company’s report on Form 10-K for the year ending December 31, 2008.

Thank you for joining us. We appreciate your investment of time and interest. As always, I hope this new timing of our quarterly turns out to be convenient and beneficial for all.

As we announced on our call last quarter, we are changing the sequencing of our call to more immediately follow our press release to outside of the trading day to provide for a more informed market.

To provide you with the company news and updates, with me of course are Greg Silver, our Chief Operating Officer and Mark Peterson, our Chief Financial Officer.

As we get underway this afternoon, I’d like to remind all and direct you once again to a simultaneous webcast that’s available to you via our website at eprkc.com. If you can, please go there now and catch the visual as well as the audio portion of the presentation.

There you’ll see a slide going over our headlines for the third quarter for EPR for 2009. The first headline is the company raised substantial equity in the quarter, $50 million, reducing leverage and increasing transaction capacity.

Number two; fundamentals for the vast majority of our portfolio continued to outperform most retail categories and the economy in general.

Third, substantial non cash reserves were posted for unrealized but possible losses on assets that largely were already negligible earnings contributors and/or removed from guidance.

Fourth, the cinema industry expected to reach a tipping point in 2010 for new content due to digital conversion financing placement.

And fifth, EPR’s recurring FFO and dividend paying per share capacity outlook for 2010 is an increase over 2009 by about 1% to 4% before considering our growth opportunities.

Now for this news beyond the numbers, I’ll go to my first headline and that is, the company raised substantial equity in the quarter, $50 million, reducing leverage and increasing transaction capacity.

During the quarter EPR utilized its direct share purchase program to raise an additional $50 million of equity. We sold about 1.6 million shares at an average price of about $32. These transactions are very important in their contribution to our liquidity, our stability as we reduce our leverage position and create capacity in the company to resolve issues and execute growth transactions. This brings the total equity raised in 2009 to date to just under $100 million.

Turning to the second headline, it was fundamentals for the vast majority of our portfolio continue to outperform most retail categories and the economy in general. Well, during the third quarter cinema box office soared a bit from its torrid pace in the first half of the year, but did keep up a decent pace compared with retail generally.

Q3 2009 box office was flat compared to 2008 but that left the industry up over 7% on a year to date, year over year basis as of the end of third quarter. For your information, to date in Q4, box office is turning it up again, right now up over 9% over the prior year.

There is also news this quarter about our Public Charter School portfolio. The third calendar quarter is when we get our first enrollment counts for our Public Charter Schools. This of course substantially determines their reimbursement revenue for the school year.

Our aggregate enrollments were right on top of where they were last year, about 12,700 students representing 86% occupancy this year compares with 12,900 students, 87% occupancy for last year. This level of performance correlates with about a 1.8 times coverage of the rent obligation, a level with which we are comfortable and is consistent with our underwriting.

I’ll turn now to our third headline, substantial non cash reserves were posted for unrealized but possible losses on assets that largely were already negligible earning contributors and/or removed from guidance.

EPR is in its third quarter results taking non cash charges and creating reserves of nearly $100 million. These are for unrealized losses that might occur in the future. They are almost entirely related to two portfolio positions; our downtown Toronto theater anchored mixed use project and our investments in New York with Louis Cappelli.

In terms of current earnings impact these assets essentially have not mattered. Please remember that as we communicated before, these assets have largely or entirely been taken out of our earnings guidance and/or had virtually no contribution to earnings throughout 2009.

It is also unsure that such loss provisions will ever be realized. Despite these non cash charges, I want to be clear that we expect to pursue collection and realization of all these items in full. We are posting these charges and reserves however, to get ahead of such issues; or said another way, to move beyond these issues.

We are actively and aggressively moving forward to advance our core business interests and will use these positions to resolve these asset situations. It is important to understand that absent these non cash charges, the company is on track with its recurring FFO per share guidance adjusted for de-levering capital raise as well as the timing of the Toronto project receivership process that we do not control.

Based on all that we now know, including our recent equity sales and adjusting our estimate of the Toronto property receivership conclusion at the end of the calendar year, we are now revising our recurring FFO guidance for the year to $3.35 to $3.40 per share for 2009.

Our fourth headline was that the cinema industry is to reach a tipping point in 2010 when new content due to digital conversion and financing placements. During the third quarter ’09, two major financing announcements were made concerning digital cinema conversion equipment financing.

Both digital cinema implementation partners, that DCIP, announced capital formation achievements totaling $625 million. These two entities are referred to as integrators and are the interface entities between the production studios and the exhibitors. They are established to receive payments from the studios called virtual print fees amortizing the conversion equipment financing.

The announced financing capacity is expected to shift into high gear with digital conversion of exhibition that has been stuck in neutral due to the capital markets dislocation of 2008. Currently, and for awhile now, there have been about 7,000 screens or about 20% of the industry converted to digital.

This financing is expected to more than double that conversion to about 15,000 screens by 2010. This will bring the industry across the critical threshold we have referenced before, converting the leading 40% of screens that represent the bulk of attendance in key viewing markets. As this happens, it’s expected that major segments of entertainment content will open to the selective and premium presentation channel of theaters.

With this conversion progress will come content beyond the New York Metropolitan Opera, the occasional concert and the rare sporting event that do now appear on the cinema channel at price points two to three times the average movie ticket.

It’s hard to say just how big or important this will be, but there is little doubt that it will drive incremental admission revenues. The increased revenue streams will improve our financial results, increase the value of our properties and advance us toward if not through our percentage rent thresholds.

Our last headline for the quarter concerns our outlook towards earnings growth in 2010. It is the EPR’s recurring per share FFO and dividend paying capacity for 2010 is an increase over 2009 by about 1% to 4% before considering our growth opportunities.

You know the last year or so has been the most tumultuous for the national economy in at least half a century and certainly it has been likewise for this company considering its 12 year history. Associated with the non cash reserves and impairments I described earlier, we have between $200 million and $300 million of underperforming investments that we need and will work to get back into full contribution mode.

The timing and immediate level of some of these efforts is not completely under our control which make definitive estimates difficult. However, despite these few clouds and cross currents there is high visibility to a majority of very large and very positive elements.

First, the vast majority of our portfolio continues to perform at very robust market-leading levels. Second we have a solid position of low leverage and modest maturities for a couple of years. Third, we have high visibility of several large and attractive transaction opportunities in our core lines of business.

These strong positives lead us at this time based on our best estimates to expect we will exhibit increased recurring per share FFO and dividend paying capacity in 2010. We are expecting earnings growth of 1% to 4% per share before any accretive effective acquisitions.

Additional good news is that we have strong visibility transaction opportunities in our core business lines that could add to this level of growth in the coming year.

I’ll now turn it over to Greg. Later, you’ll hear from Mark and I’ll join you as we go to questions.

Gregory Silver

Today I’d like to begin with a discussion of our operating businesses starting with our core segment. Our primary tenant business, theater exhibition, continues to demonstrate its strength with overall box office revenues up approximately 7% year to date over the prior year.

As we approach the last major segment of the box office calendar, the holiday season, the outlook appears strong with the planned release of several major titles throughout the balance of the year.

Overall, we are pleased with the performance of our portfolio and the now demonstrated recession resistant characteristics of theater exhibition. Our theater portfolio continues to be 100% occupied.

I am also excited to report that we’re beginning to see movement on opportunities for growth in our theater business. These opportunities are at various stages and while no transaction is complete anymore until it closes, we are very hopeful that in the near future we will once again be discussing our growth which we expect to be largely fueled by accretive theater transactions.

With regard to our investment, it has been a tale of two regions; the Kansas City Park was open for a limited season this year, which combined with the cool and wet summer experienced in the area, resulted in a lower than expected operating result.

However, these results were offset by the second best year ever for the Texas Parks. As a result of our restructured transaction in which we combined all of the parks, we will benefit from the Texas Park performance and have ample free cash flow to service our debt.

As the ski season has yet to begin, we have little to report beyond the numbers of last season. If you recall, last year’s numbers demonstrated an overall rent coverage of approximately 1.8 times. Furthermore, as we indicated, our entire rent for next year already sits in a fully funded escrow account.

With regard to our Charter Public School investment, we now have our 2009/2010 enrollment certifications and we’re happy to report that our portfolio stands at 86% occupancy and should generate a strong 1.8 rent coverage.

Our total numbers reflect a reduction of approximately 200 students across the entire portfolio of schools. This reduction however, can generally be identified as a few schools in which the local economy has experienced a severe downturn which has caused significant family disruptions and relocations. Specifically, we’ve seen this scenario being played out in our Las Vegas school.

It is important to remember however, that our school portfolio is structured as a mass release for all 22 locations and as I stated earlier, on an overall basis, the portfolio is demonstrating strong rent coverage.

As we discussed on our last conference call, our winery and vineyard portfolio continues to present challenges relative to the overall portfolio. Our current rent coverage is about one times including the Havens property but excluding the Cozintino properties. From discussions with our tenants, it appears that sales continue to be good. However, there has been and continues to be pressure on margins which is creating the stress on these companies.

Our winery and vineyard investments constitute approximately 6% of our company EBITDA for the third quarter. However, our experience in this space has resulted in our re-evaluation of continued investment in this category. This does not mean that we will not support our existing tenants, but rather we will look for the existing portfolio to stabilize prior to seeking any new investments.

With regard to our downtown Toronto investment, we continue to proceed through the receivership process. Due to confidentiality requirements of the process, I cannot comment on where we’re at in the process. However, our intent has not changed from our previous calls. While we had anticipated becoming the owner of the property in the fall, the receiver now expects the transaction to be completed by the end of the year.

During the quarter, as part of our acquisition process, we had the property re-appraised. As part of the appraisal, the appraiser considered many factors including existing occupancy levels, signage utilization and the effects that a receivership process may or may not have upon overall valuation.

As a result, the company recognized a $34.8 million loan loss reserve on its mortgage note receivable relating to the property after taking into account various factors including the appraisal and the cost related to acquiring the property.

It should be noted however, that the existing property level NOI, net operating income, is substantially similar to those levels that existed at previous appraisals. Overall, occupancy remains at 91% for the project.

The other news involving one of our entertainment retail centers is the impairment charge recorded in this quarter relating to our investment at White Plains City Center. As we have disclosed, this investment is held in a partnership, and the principals of our minority partner are either personally or through related interest, in default on one or more obligations to EPR.

Furthermore, these minority partners personally guaranteed the mortgage financing for this property which at the time of the acquisition, had a loan to fair value of over 70%. As we’ve previously disclosed, this property has lost two major tenants over the previous year, which has placed increased pressure on the financial viability of the project, given its existing debt levels.

Absent any improvement in the performance of the asset, we believe it is likely that the lender will require additional credit support and fees to extend the loan which will require the cooperation of the partners. Without a resolution of our disputes with our minority partners, the company cannot assume the partnership will act in a cooperative manner.

Given this information regarding the performance of the property and the dynamics of the partnership, and the fact that the property debt is currently non recourse to the company, we may elect not to further support the joint venture which may include a decision to surrender the property at the loan’s maturity.

As a result, we’ve determined that an impairment charge of $35.8 million is necessary for this asset based upon management’s determination of the estimated fair value of the property at September 30, 2009 taking into account an independent appraisal.

The company’s remaining retail assets continue to perform very well. Absent the White Plains City Center, our retail occupancy stands at approximately 95% and we have no significant vacancy at any other center.

With regard to Concord, we continue our discussions regarding the resolution of the Concord project. However, we have yet to reach a definitive conclusion on this matter.

With respect to capital spending plans for the balance of the year, as we discussed previously our plan is focused on simply completing projects that were already underway. As a result, our capital investment for the quarter was limited, totaling approximately $11.4 million. All of these investments are consistent with our stated guidance and for the year we have completed approximately $58.5 million of our previous plan of approximately $60 million.

At this time, we’re raising our spending guidance to approximately $70 million which includes certain expansions of our existing Charter School portfolio. As I indicated earlier, we are looking at some attractive acquisition opportunities and I am hopeful in the near future that we will once again be discussing our growth strategy for the future.

With that, I’ll turn it over to Mark.

Mark Peterson

Hopefully everyone listening to the call is aware of our quarterly investor supplemental which can be downloaded from our website. We received positive feedback from many of you on our initial supplemental that was published in conjunction with our second quarter results, and we are pleased to report that we have significantly expanded the third quarter supplemental to provide even more user friendly data on the company and its performance. We are firm believers that the more information you have about EPR, the more you will like the company.

Before we get into the details of the various line items, I think it is first important to help you understand our results, excluding the impact of the non cash charges recorded during the third quarter. We’ll provide additional color on these charges when I go through the variance analysis, but for now I simply want to draw your attention to these non cash amounts so you can clearly see our strong operating results.

As illustrated by the first slide, during our third quarter we recorded $65.8 million, or $1.86 per share in loan loss provisions and an additional $35.8 million or $1.01 per share for an impairment charge. As such, FFO for the third quarter was a loss of $71.2 million or negative $2.01 per share.

When we add back the combined $2.87 of loan loss provisions and the impairment charge, we get back to $0.86 of FFO per share as adjusted for non cash charges or what David referred to as recurring FFO. A similar exercise for the year to date numbers results in $2.56 of FFO per share as adjusted for non cash charges.

It is also worth noting that the equity we raised during the third quarter also reduced our per share results by $0.01. Said differently, had we not issued to the $50 million of equity during the quarter, our FFO per share results would have been $0.01 higher or $0.87 as adjusted.

I will now walk through the quarter’s results and explain the key variances from the prior year. As you can see on the next slide, for the quarter, our net income available to common shareholders decreased compared to last year from income of $28.5 million to a loss of $66.8 million.

Our FFO also decreased compared to last year from $38.9 million to a loss of $71.2 million. On a diluted per share basis, FFO is a loss of $2.01 compared to $1.19 last year for a decrease of $3.20.

Turning to the next slide, for the nine months ended September 30, 2009 our net income available to common shareholders decreased compared to last year from $73.9 million to a loss of $28.9 million. Our FFO decreased compared to last year from $104.2 million to a loss of $12.1 million. On a diluted per share basis, FFO is a loss of $0.35 compared to $3.39 last year for a decrease of $3.74.

Now, looking at the details of our third quarter performance; our total revenue decreased 9% compared to the prior year to $68.1 million. Within the revenue category, rental revenue decreased 2% to $51.3 million, a decrease of approximately $800,000 versus last year related primarily to an increase in vacancy as well as the impact on rental revenue of a weaker Canadian exchange rate.

Percentage rents included in rental revenue were $591,000 versus $573,000 in the prior year. Tenant reimbursements decreased 10% or approximately $500,000. This decrease is primarily due to vacancies related to certain non theater retail tenants and the impact on tenant reimbursements of the decrease in the Canadian dollar exchange rate.

Mortgage and other financing income was $11.7 million for the quarter, a decrease of $5.5 million versus last year. This decrease is due to less interest income recognized during the third quarter of 2009 due to the impairment of certain mortgage and notes receivable offset by the growth in financing income associated with the additional note investments made in 2008 and 2009.

On the expense side, our property operating expense increased approximately $.1 million for the quarter. The increase results from an increase in expenses at our retail centers in Ontario, Canada partially offset by the impact of a weaker Canadian dollar exchange rate and decreases in expenses at other of our retail centers.

Interest expense increased $1.7 million or 9% resulting from the increase in the average long term debt outstanding used to finance our real estate acquisitions and fund our new mortgage notes receivable as well as an increased interest rate on our amended and restated credit facility.

Provision for loan losses was $65.8 million for the third quarter of 2009. We recorded a loan loss reserve of $34.8 million on our previously impaired mortgage note receivable related to our Toronto Dundas Square project.

This resulted from an assessment of fair value determined by management taking into account various factors including a recent independent appraisal of the asset. As Greg described, the receiver continues to proceed with the sale of the property and we are planning to become the owner of the property at the conclusion of the process. No income has been recognized on this mortgage note in 2009.

We recorded a loan loss reserve of $28 million related to the three notes totaling $30 million from Cappelli related entities. In addition to the loan loss provision, we also impaired the last of three $10 million notes which is secured by our partner’s minority or non controlling interest in White Plains City Center as the interest payments were not received in accordance with contractual terms.

Our decision to record the $28 million loan loss provision during the quarter on all three Cappelli related notes receivable was driven by the fact that we did not collect interest income on any of these notes during the quarter and our assessment of each loan’s underlying collateral.

We only reserved $8 million of the $10 million note due on the note secured by the new non controlling interest due to our estimate of the value of the collateral that would revert to us upon a foreclosure of this interest.

Recall that we earn a preferred return on this investment and we ranked higher in the capital event waterfall which explains why the value of our partner’s minority interest in this project is not higher. Also note that the $28 million is a loan loss reserve and not a write off as we will continue to pursue the collection of these notes.

Lastly, we recorded a $3 million loan loss reserve related to $11.8 million of notes receivable that we had previously impaired during the first quarter. Interest income which is being recognized on a cash basis for these impaired notes, was only $234,000 for the third quarter of 2009 and $597 for the nine months ended September 30.

The impairment charge for the quarter was $35.8 million and related to White Plains City Center. Since Greg has given you the background already, I will simply point out that the accounting rules required us to write the asset down to estimated fair value which has been determined to be essentially the same as the $118 million outstanding debt that is not a recourse to EPR.

If you work out the sale of our partnership interest or the lender eventually forecloses on our collateral, we expect to de-consolidate the various assets and liabilities related to this center. I will provide more color on what this would mean to our credit metrics in a few minutes.

It is important to note here that for all the assets for which we recorded non cash charges, the grand total FFO contribution for the quarter before such charges was under $50,000, clearly inconsequential.

Net loss contributable to non controlling interests, formerly known as minority interests, was $16.1 million compared to $.5 million in the prior year. The primary driver of the 2009 amount is an allocation to our partner of a portion of the previously discussed impairment charge related to White Plains City Center. Consistent with prior quarters, the activity in this line item related to this center is excluded from FFO.

Now turning to the next slide, I would like to turn to a discussion of some of the company’s key ratios. Please note that our expanded supplemental summarizes these key ratios on Page 14.

We have been reporting a number of these ratios in the past; however this quarter we are formerly introducing a couple of new important ratios such as our AFFO payout ratio and our debt to adjusted EBITDA.

We continue to report healthy levels of interest coverage at 3.0 times, fixed charge coverage at 2.1 times and debt service coverage at 2.3 times. Our supplemental now includes a calculation of AFFO or adjusted funds from operations and AFFO per share on Page 10 of the supplemental.

Given the significant non cash charges in this quarter as well as other items considered in the calculation, we believe that AFFO per share provides the best measurement of our operating performance. You will see that for the quarter, we had AFFO per share of $0.85.

When we divide our per share cash common share dividend of $0.65 by this amount, we show our AFFO payout ratio at 76%. This is certainly a top notch metric for REIT’s that still pay out a significant cash dividend.

Next I’d like to point out our debt to adjusted EBITDA ratio which was a very healthy 5.1 times for the trailing 12 months ended September 30. Adjusted EBITDA in this calculation is defined as EBITDA adjusted for the non cash charges.

Note that the adjusted EBITDA ratio will go up if we become the owner of the Toronto Dundas Square project. However, it should also be noted that the impact of de-consolidating the White Plains City Center joint venture would be to reduce the debt to adjusted ratio by about .4 times and this would also reduce our book leverage by about 200 basis points.

At quarter end we had total outstanding debt of approximately $1.2 billion, of which $1 billion was fixed rate, long term debt with a blended coupon of approximately 5.9%. We had $73 million outstanding under our revolving credit facility at quarter end and our book leverage was 46%.

Let me now turn to a discussion of the quarter’s capital markets activities and then update you on our liquidity position.

We are pleased to report that we raised approximately $50 million during the quarter through our direct share purchase plan. We sold approximately 1.6 million shares at an average price of $31.97 per share.

This news about our $50 million equity raise provides a nice segway into our discussion about our liquidity position. We do not have any debt maturities in 2009. Additionally, our only 2010 or 2011 maturity on a consolidated basis that does not have an extension option is the $56 million note related to our Concord investment.

As Greg described, the debt on White Plains City Center which is not a recourse to EPR has a maturity date in October 2010. There is an option to extend the maturity of this loan to two to four years under certain conditions. However, due to our disputes with the principals of our minority partner, the partnership has not been able to reach a definitive agreement with the lender on an extension of the maturity date or other key debt terms and conditions.

As Greg also described, absent any improvement in the performance of the asset, the lender will likely require additional credit support and fees. Without a resolution of our disputes with the principals of our minority partner, we cannot be assured of such cooperation, and we may elect to surrender the property at the loan’s maturity.

As you can see on the next slide, we have a total of $163 million of liquidity available under our existing credit facilities in unrestricted cash. This total is comprised of $138 million of availability under our revolver, $11 million in unrestricted cash and $14 million of availability on our vineyard and winery debt facility.

When we consider our anticipated investment spending of approximately $12 million for the remainder of 2009, we find ourselves with a cushion of approximately $150 million. To be clear, this analysis excludes any spending related to the resolution of the receivership process for Toronto Dundas Square project or any amounts related to the Concord project.

Turning to the next slide, we are revising our 2009 guidance for FFO per share to $3.35 to $3.40 excluding charges from our previous guidance of $3.40 to $3.60. This FFO guidance reflects the revised outlook on the timing of the resolution of the receivership process for our Toronto Dundas Square project, the impact of the company’s issuance of common shares in the third quarter and the impact of lower contribution from notes receivable.

Additionally, we are revising our 2009 investment spending guidance to approximately $70 million.

Turning to the next slide, we are also providing guidance for 2010 FFO per share of $3.40 to $3.50. This guidance excludes any new investment spending in 2010.

Both the revised guidance for 2009 as well as the 2010 guidance excludes any transaction costs that must be expenses or any change in the status of the Concord project.

Now I’ll turn it over to David for his closing remarks.

David Brain

Before we go to questions, I just want to add emphasis to what Mark mentioned about our supplemental reporting. We have continued to take your input on this and have significantly expanded our reporting.

Just as with the extensive remarks this afternoon from all of us, transparency is our goal subject to some client confidences and guarded proprietary business practices. Please look at this supplemental. Use it. Talk to us about it if you have any comments. I think you’ll find it informative and helpful.

With that, we’ll go to questions.

Question-and-Answer Session


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

Anthony Paolone – J.P. Morgan

My first question is on full year guidance. At the low end of your range it implies $0.79 in the fourth quarter. I’m just curious what could cause your FFO sequentially to drop so much?

Mark Peterson

We tend to focus on kind of the mid point of that, and really if you look at our run rate coming out of the third quarter and take into account the common stock issuance which will be outstanding for the whole quarter and slightly lower contribution on notes receivable, I think you kind of get to the mid point of around $0.82 to $0.83 for the fourth quarter.

Anthony Paolone – J.P. Morgan

On the White Plains project, can you refresh my memory and do a quick sketch on how much you paid, what the implied total price was when you bought it, the yield then, the yield now and what FFO is actually coming off the asset at the moment?

Gregory Silver

The purchase price of the asset was $165 million. I think that was a little over a six to seven cap but remember we had a preferred interest.

David Brain

I think it’s hard to say a straight cap rate because of the preferred nature of where we were when you take into total consideration, just our consideration.

Mark Peterson

What I can tell you with the vacancies in the project, our FFO for the third quarter was actually a negative about $200,000. So on a run rate basis, on an FFO annualized basis, it would be something like negative $800,000.

Of course there are two big vacancies that make a big difference with Circuit City and [Philene], but that’s where we find ourselves today.

Anthony Paolone – J.P. Morgan

How much original cash did you put into the deal?

Mark Peterson

$35 million.

Anthony Paolone – J.P. Morgan

So then if you gave the keys back it sounds like you actually get an FFO pick up, is that right?

Mark Peterson

From where we are, with the leasing where it is, we would have an FFO pick up. Interesting, we would not only have an FFO pick up, we’d also have quite a big leverage decrease. It’s a fairly highly levered asset. That’s why I mentioned our leverage would go down something like 200 basis points just by handing back the keys.

David Brain

This is one of the higher levered assets in the portfolio and as Mark points out, it’s only an FFO pick up but it would improve our debt ratios.

Anthony Paolone – J.P. Morgan

Who holds the note? Is it a bank or is it securitized?

Mark Peterson

A union labor life insurance company.

Anthony Paolone – J.P. Morgan

On the capital spending, you outlined $70 million for the year. I appreciate you detailing the line items in the packet. Which ones of those don’t have explicit returns attached to them?

Mark Peterson

The bottom two, capitalized building improvements and other capital acquisition.

Anthony Paolone – J.P. Morgan

So all the other ones roll into a bigger lease or note or whatever it is.

Mark Peterson


Anthony Paolone – J.P. Morgan

On your four expirations for 2010, can you give us an early read on what might happen there?

Mark Peterson

As we talked about, we’re talking with AMC right now. We have maybe one or two of those that are probably too big that we’re going to downsize on, and we’re in discussions with them. We have to kind of moderate it and see are they willing to pay the most rent for a downsized facility or do we have other parties and we’re out there talking with other people as well trying to create some tension regarding that to get the best transaction for our shareholders.


Your next question comes from Jordan Sadler – Keybanc Capital Markets.

Jordan Sadler – Keybanc Capital Markets

Regarding the transaction opportunities you alluded to, I know nothing in guidance but maybe if you could frame it up for us.

Gregory Silver

It’s difficult to talk about any specific ones just because we don’t do that. But what we can say in general is, there are transactions out there. It’s something that we’re spending a lot of time on here lately. We think they’re highly accretive. They’re in the 11 to 12 cap zone that we talked about.

We think there are, it’s in our core area, the two areas that we’ve talked about. We’ve said with theaters and Charter Public Schools. We think there are opportunities in both of those and I think we’re positioning ourselves to take advantage of those.

Jordan Sadler – Keybanc Capital Markets

And the opportunities, the sellers are generally, is this paper or is this just a distressed sellers?

Gregory Silver

Generally these are distressed sellers, not necessarily properties, but distressed sellers.

David Brain

It’s not distressed properties as Greg points out, but sellers needing liquidity overall and this is actually assets that they can realize that.

Jordan Sadler – Keybanc Capital Markets

Any one offs or portfolios?

David Brain

Generally they’re portfolios.

Jordan Sadler – Keybanc Capital Markets

Coming back to the Coppelli write downs, you said you evaluated the collateral before making the assessment and taking the reserve. I know and this is a measure of conservatism in terms of your write down, I’m just interested in the fact that you evaluated the collateral and then went ahead and actually wrote it down to zero because I had thought on previous calls you said that this stuff was personally guaranteed and there was substantial net worth. Maybe just speak to that a little bit.

David Brain

I think as clearly as we’re involved in negotiations on these projects or the Concord project, we’re getting more and more information about the level and breadth of that individual’s contingent liabilities and a conservative nature as we gain more information we believe that was the wise thing to do, to take those to that level.

Jordan Sadler – Keybanc Capital Markets

Why wouldn’t the Concord fall under the same level of analysis I guess at this point.

David Brain

It would. It’s just backed by a collateral for which there’s an appraisal that indicates it has a value in excess of the balance of the loan.

Jordan Sadler – Keybanc Capital Markets

When was that last appraisal completed?

David Brain

Spring of ’09. April ’09 is when our last appraisal was, so it was during, well into the whole crisis period and as Greg indicated, we have an appraisal on that asset, on those that you just referenced. They’re backed by a personal guarantee. There’s not such reference point on those and so we’re taking a conservative position.

But I want to reiterate that I said and Mark said, we touched on we are pursuing full collection of these items. It is an expectation. We’re just going to put them at a carrying value of zero.

Jordan Sadler – Keybanc Capital Markets

Just clarifying one of Tony’s questions on the City Center, is the book value now zero?

Mark Peterson

Essentially it was written down to the debt amount so on a fair value basis, it’s essentially zero.


Your next question comes from Greg Schwartz – Citigroup.

Greg Schwartz – Citigroup

Just on the impairment, looking at the mortgage receivable on Page 7 of the supplemental, the Toronto receivable, it looks like it went down by $22 million versus the reported on the release of $5 million. Why is there that discrepancy?

Mark Peterson

We have additional costs that will be necessary related to acquisition. We had acquisition costs and everything that tied together with that.

Greg Schwartz – Citigroup

The impairment on the notes receivable, could you provide more detail on the status of individual notes?

Mark Peterson

The Cappelli ones?

Greg Schwartz – Citigroup

No, the $3 million you took on notes receivable.

Mark Peterson

We had previously disclosed $11 million of impaired notes which is made up of three notes receivable and we have previously impaired those such that we’re recognizing interest income on those on a cash basis.

Again, we do each quarter for impaired notes. We look at the underlying collateral, the high notes, and determined that a $3 million reserve was appropriate on that $11.8 million.

Greg Schwartz – Citigroup

Do you still have around $5 million of loans out to executives?

Mark Peterson

Of the company, yes.

Greg Schwartz – Citigroup

Just to clarify, Page 18 where you list out the EBITDA for each segment, the $8.3 million for retail, is there any White Plains in there?

Mark Peterson

Effectively what you’re going to have in that number EBITDA that would be before interest expense, so I mentioned that it has about a negative $200,000 impact on FFO. I’d have to add back interest expense to that to see what it would be on an EBITDA basis. It’s about $1.7 of interest expense per quarter, so it would be $200,000 you add back. So there’s about $1.4 million, $1.5 million impact from White Plains on EBITDA.

Greg Schwartz – Citigroup

So around 20% of the retail exposure?

Mark Peterson

About 17%.

Greg Schwartz – Citigroup

On releasing progress, you have the two vineyards you took back. Any update there?

Gregory Silver

We’re running as we talked about the Cozintino property. We don’t expect anything going on that due to the seasonality that we’re in. We are engaging in a process on the Havens property. We’ve always thought that property would be easy to release or resell and that’s going through a process right now that we hope to culminate before the end of the year.

[Gregory Switzer – Citi]

And on the retail vacancies?

Gregory Silver

As we talked about, other than in White Plains, it’s been kind of steady. We’re at 94% to 95% occupied across the portfolio and no real significant vacancy. Its drips and drabs that make that up.


Your next question comes from Andrew Dizio – Janney Montgomery Scott.

Andrew Dizio – Janney Montgomery Scott

In relation to the theatre role that you have coming up next year where do you see rental rates in relation to where they are now within those properties?

Gregory Silver

I think what we’re going to see is that the properties on a per square foot basis, the rental rate on a per square foot basis will not change that much. I think what we’re really going to see is, is it going to be a 30 screen or a 24 screen theater, so that if it operates as a 17 or a 20 screen instead of a 30, the rental rate on that will still be basically the same rental rate. We just may have to reposition some of that excess space.

Andrew Dizio – Janney Montgomery Scott

Turning to the Dundas square, you’ve mentioned a couple of times your expectation that you may become the owner of that but am I correct that it is not in your 2010 guidance?

Gregory Silver

No. I actually think those numbers, it is in our guidance. The receiver had it closing right towards the end of the year so we have assumed that we’d own it January 1.

So everyone appreciates, due to certain confidentiality agreements with the receiver, we can’t make bold statements about where we’re at in the process, so we’re not trying to be obtuse about this. It’s just they’ve advised us not to make too many bold statements about us being the owner.

They rescheduled the process to be closing more towards the end of the quarter rather than more actually getting it in the quarter, and thus our reference to that was not under our control and it did change what we had incorporated in. But we’re not under the control of their determination, the closing timing.

David Brain

The other thing that I’d mention on that is obviously the timing of it impacts our reported FFO but I think it’s important to note that the cash flow that’s being generated by the property in excess of the first mortgage requirement, loan requirement is being retained by the estate such that will ultimately be available to settle our note.

So we benefit by excess cash flow that’s being retained in the estate. We’re just not reporting it. We’re not able to report it obviously until we own it.


We have no further questions at this time. I would like to turn the cal back over to Mr. David Brain.

David Brain

Well, as I said at the outset, I appreciate everybody joining us. I hope this timing works out well. We’re under the impression that it does. Look at the supplemental and call us with questions. We always enjoy talking to you. Thank you very much.

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