Table of Contents

Exhibit 99.2

Supplemental Operating and Financial Data

Second Quarter and Six Months Ended June 30, 2010

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Table of Contents

Entertainment Properties Trust

Supplemental Operating and Financial Data

Second Quarter and Six Months Ended June 30, 2010

Table of Contents

 

Section		Page
Company Profile		4
Investor Information		5
Selected Financial Information		6
Selected Balance Sheet Information		7
Selected Operating Data		8
Funds From Operations		9
Adjusted Funds From Operations		10
Capital Structure		11
Ratios		16
Capital Spending and Disposition Summaries		19
Financial and Investment Information by Asset Type		20
Lease Expirations Excluding Non-Theatre Retail		25
Top Ten Customers by Revenue		26
Summary of Mortgage Notes Receivable		27
Summary of Notes Receivable		28
Summary of Unconsolidated Joint Ventures		29
Definitions		30

 

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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

With the exception of historical information, certain information contained or incorporated by reference herein constitutes forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements may refer to our financial condition, results of operations, plans, objectives, acquisition or disposition of properties, future expenditures for development projects, capital resources, future financial performance and business. Forward-looking statements are not guarantees of performance. They involve numerous risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. In addition, references to our budgeted amounts are forward looking statements. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Risk Factors” in our most recent annual report on Form 10-K and, to the extent applicable, in our quarterly reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date indicated herein or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.

DEFINITIONS

See pages 30 and 31 for definitions of certain non-GAAP financial measures used in this document.

 

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Table of Contents

Entertainment Properties Trust

Company Profile

The Company

 

Entertainment Properties Trust (“EPR” or the “Company”) is a self administered and self-managed real estate investment trust. EPR was formed in August 1997 as a Maryland real estate investment trust (“REIT”), and an initial public offering was completed on November 18, 1997. Since that time the Company has grown into one of the pre-eminent owners of entertainment-based real estate.

Company Strategy

 

EPR’s primary business objective is to enhance shareholder value by achieving predictable and increasing Funds from Operations (“FFO”) and dividends per share through the acquisition, development and financing of high-quality properties which meet our Five Star Investment Strategy. As a part of our growth strategies, we will consider acquiring or developing additional megaplex theatre properties, and acquiring or developing entertainment, entertainment-related, recreational or specialty properties. We will also consider acquiring or developing additional entertainment retail centers. We may also pursue opportunities to provide mortgage financing for these same property types in certain situations. In executing our growth strategies, we will employ moderate leverage. We have historically paid out approximately 75% of our FFO in the form of quarterly dividends. This allows investors to realize a portion of their returns on a current basis.

Five Star Investment Strategy

 

Our investments are evaluated against the following five criteria:

Inflection Opportunity: A generational renewal or restructuring change in an industry’s properties that creates an opportunity for insightful capital.

Enduring Value: Investment in real estate devoted to and improving upon long-lived activities.

Excellent Execution: Premium locations and investment executions that lead to market-dominant performance and create credit beyond the particular tenant.

Attractive Economics: Accretive initial returns along with growth in yield over the life of our investments in categories of meaningful size.

Advantageous Position: Sustainable competitive advantages based on knowledge, relationships or access to key investment elements.

 

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Entertainment Properties Trust

Investor Information

Senior Management

 

 

David Brain		Greg Silvers
President and Chief Executive Officer		Vice President and Chief Operating Officer
Mark Peterson		Jerry Earnest
Vice President and Chief Financial Officer		Vice President and Chief Investment Officer
Mike Hirons
Vice President, Finance

Company Information

 

 

Corporate Headquarters		Trading Symbols
30 West Pershing Road, Suite 201		Common Stock:
Kansas City, MO 64108		EPR
888-EPR-REIT		Preferred Stock:
www.eprkc.com		EPR-PrB
		EPR-PrC
Stock Exchange Listing		EPR-PrD
New York Stock Exchange		EPR-PrE

Equity Research Coverage

 

 

J.P. Morgan		Anthony Palone		212-622-6682
RBC Capital Markets		Richard Moore		440-715-2646
Citi Global Markets		Michael Bilerman/Gregory Schweitzer		212-816-4471
Keybanc Capital Markets		Jordan Sadler		917-368-2280
FBR Capital Markets & Co.		Gabe Poggi		703-469-1141
BMO Capital Markets		Paul Adornato		212-885-4170
Kansas City Capital		Johnathan Braatz		816-932-8019
Janney Montgomery Scott		Andrew DiZio		215-665-6439

Entertainment Properties Trust is followed by the analysts identified above. Please note that any opinions, estimates, forecasts or recommendations regarding Entertainment Properties Trust’s performance made by these analysts are theirs alone and do not represent opinions, estimates, forecasts or recommendations of Entertainment Properties Trust or its management. Entertainment Properties Trust does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

 

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Entertainment Properties Trust

Selected Financial Information

(Unaudited, dollars and shares in thousands)

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2010			2009			2010			2009
Operating Information
Revenue from continuing operations		$	77,561		$	63,719		$	150,444		$	127,177
Net income available to common shareholders of Entertainment Properties Trust			8,036			20,152			30,560			37,930
Earnings before interest, taxes, depreciation and amortization (EBITDA) (1)			63,664			53,890			115,711			107,118
Adjusted EBITDA (1)			63,775			53,927			124,046			107,234
Interest expense, net			18,726			15,739			36,229			31,451
Recurring principal payments			6,534			6,160			13,287			12,284
Capitalized interest			92			208			175			434
Straight-lined rental revenue			469			584			815			1,145
Dividends declared on preferred shares			7,552			7,552			15,103			15,103
Dividends declared on common shares			30,222			22,732			58,097			45,448
General and administrative expense			4,633			4,239			9,722			8,285

 

		June 30,
		2010			2009
Balance Sheet Information
Total assets		2,910,654			2,641,577
Total assets before depreciation		3,183,940			2,877,049
Unencumbered real estate assets (2)
Number		103			29
Gross book value		1,496,711			264,062
Annualized stabilized NOI		148,772			23,892
Total debt		1,208,567			1,225,356
Equity		1,617,917			1,345,979
Common shares outstanding		46,496			34,947
Total market capitalization (using EOP closing price)		3,394,917			2,361,524
Debt/total assets		42	%		46	%
Debt/total market capitalization		36	%		52	%
Debt/total assets (undepreciated)		38	%		43	%
Debt/Adjusted EBITDA (3)		4.74			5.68

 

(1)	See pages 30 and 31 for definitions.

(2)	Includes unencumbered rental properties, gross, direct financing lease, net and mortgage notes receivable; excludes property under development and undeveloped land.

(3)	Adjusted EBITDA is for the quarter annualized. See pages 30 and 31 for definitions.

 

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Entertainment Properties Trust

Selected Balance Sheet Information

(Unaudited, dollars in thousands)

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				2nd Quarter 2009				1st Quarter 2009
Assets
Rental properties:
Megaplex theatres and other retail		$	2,069,652			$	2,087,909			$	1,883,386			$	1,756,539			$	1,763,964			$	1,735,162
Other			221,676				229,894				229,881				217,022				216,508				215,765
Less: accumulated depreciation			(273,286	)			(272,993	)			(258,638	)			(247,425	)			(235,472	)			(223,503	)
Land held for development			184,457				4,457				4,457				4,457				4,457				4,457
Property under development			7,779				9,162				8,272				16,118				18,390				22,867
Mortgage notes receivable (1)
Waterpark			168,545				165,452				163,298				163,298				162,613				144,915
Concord			—				133,119				133,119				133,119				133,119				133,119
Toronto Dundas Square Project			—				—				90,882				86,878				108,914				100,551
Metropolitan ski areas			136,410				136,409				135,581				134,774				133,986				133,217
Other			—				—				—				—				—				3,653
Investment in a direct financing lease, net			216,419				215,196				169,850				168,884				167,945				167,003
Investment in joint ventures			19,423				4,356				4,080				2,435				2,457				2,482
Cash and cash equivalents			20,144				21,029				23,138				11,196				16,202				13,504
Restricted cash			16,351				10,770				12,857				15,902				14,551				8,327
Accounts receivable, net			37,195				37,391				33,289				31,714				30,190				32,848
Notes receivable (1)			5,159				7,247				7,898				12,395				43,124				44,396
Other assets and intangible assets, net			80,730				73,107				39,382				46,231				60,629				63,335
Total Assets		$	2,910,654			$	2,862,505			$	2,680,732			$	2,553,537			$	2,641,577			$	2,602,098
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities			37,190			$	48,375			$	28,411			$	28,608			$	27,122			$	27,684
Common dividends payable			30,222				27,875				27,880				23,748				22,732				22,716
Preferred dividends payable			7,552				7,552				7,552				7,552				7,552				7,552
Unearned rents and interest			9,206				5,087				7,509				12,277				12,836				6,333
Line of credit			153,500				107,000				35,000				73,000				116,000				93,000
Long-term debt			1,055,067				1,201,623				1,106,423				1,111,139				1,109,356				1,108,117
Total Liabilities			1,292,737				1,397,512				1,212,775				1,256,324				1,295,598				1,265,402
Equity:
Common stock and additional paid in capital			1,781,104				1,637,040				1,633,554				1,440,437				1,389,520				1,387,926
Preferred stock at par value			167				167				167				167				167				167
Treasury stock			(36,812	)			(36,804	)			(29,968	)			(27,698	)			(27,698	)			(27,559	)
Loans to shareholders			(281	)			(281	)			(1,925	)			(1,925	)			(1,925	)			(1,925	)
Accumulated other comprehensive income (loss)			21,188				24,027				18,961				16,985				9,951				(2,202	)
Distributions in excess of net income			(175,463	)			(153,278	)			(147,927	)			(126,760	)			(36,170	)			(33,593	)
Entertainment Properties Trust shareholders’ equity			1,589,903				1,470,871				1,472,862				1,301,206				1,333,845				1,322,814
Noncontrolling interests			28,014				(5,878	)			(4,905	)			(3,993	)			12,134				13,882
Total Equity			1,617,917				1,464,993				1,467,957				1,297,213				1,345,979				1,336,696
Total Liabilities and equity		$	2,910,654			$	2,862,505			$	2,680,732			$	2,553,537			$	2,641,577			$	2,602,098

 

(1)	Includes related accrued interest receivable and is net of loan loss reserves.

 

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Entertainment Properties Trust

Selected Operating Data

(Unaudited, dollars in thousands)

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				2nd Quarter 2009				1st Quarter 2009
Rental revenue and tenant reimbursements:
Theatres		$	46,443			$	44,629			$	40,734			$	40,116			$	39,449			$	39,191
Other retail			13,927				10,973				9,165				8,952				8,171				8,503
Vineyards and wineries			3,818				4,138				4,194				3,898				3,837				3,795
Metropolitan ski areas			315				315				312				311				310				312
Mortgage and other financing income:
Public charter schools (1)			6,567				6,208				5,203				5,293				5,031				5,003
Metropolitan ski areas			3,398				3,358				3,338				3,317				3,298				3,280
Waterpark			2,902				2,850				2,824				2,794				1,497				1,363
Concord			—				—				—				—				—				—
Toronto Dundas Square Project			—				—				—				—				—				—
Other			146				176				242				246				1,398				872
Other income			45				236				581				441				728				1,140
Total revenue		$	77,561			$	72,883			$	66,593			$	65,368			$	63,719			$	63,459
Property operating expense			9,010				7,186				6,438				5,449				4,699				5,487
Other expense			143				337				437				587				854				618
General and administrative expense			4,633				5,089				3,373				3,511				4,239				4,046
Interest expense, net			18,726				17,504				16,702				17,595				15,739				15,711
Costs associated with loan refinancing			15,247				—				—				—				117				—
Depreciation and amortization			13,007				11,700				10,518				10,871				10,183				10,552
Transaction costs			111				7,524				3,165				40				37				79
Provision for loan losses			—				700				5,197				65,757				—				—
Impairment charges			—				—				6,357				—				—				—
Equity in income from joint ventures			423				233				222				229				225				219
Gain on acquisition			—				8,468				—				—				—				—
Income (loss) from continuing operations			17,107			$	31,544			$	14,628			$	(38,213	)		$	28,076			$	27,185
Loss from discontinued operations			(1,425	)			(2,453	)			(1,262	)			(37,149	)			(2,080	)			(3,090	)
Loss on sale of real estate from discontinued operations			(934	)			—				—				—				—				—
Net income (loss)			14,748				29,091				13,366				(75,362	)			25,996				24,095
Net loss attributable to noncontrolling interests			840				984				899				16,071				1,708				1,234
Preferred dividend requirements			(7,552	)			(7,552	)			(7,550	)			(7,552	)			(7,552	)			(7,552	)
Net income (loss) available to common shareholders of Entertainment Properties Trust			8,036			$	22,523			$	6,715			$	(66,843	)		$	20,152			$	17,777

 

(1)	Represents income from owned assets under a direct financing lease and one note receivable.

 

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Entertainment Propertiest Trust

Funds From Operations

(Unaudited, dollars in thousands except per share information)

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				2nd Quarter 2009				1st Quarter 2009
Funds From Operations (“FFO”) (1):
Net income (loss) available to common shareholders of Entertainment Properties Trust		$	8,036			$	22,523			$	6,715			$	(66,843	)		$	20,152			$	17,777
Loss on sale of real estate			934				—				—				—				—				—
Real estate depreciation and amortization			13,527				12,273				11,143				11,728				11,642				12,434
Allocated share of joint venture depreciation			67				65				66				66				66				65
Noncontrolling interest			(872	)			(1,033	)			(956	)			(16,118	)			(1,746	)			(1,323	)
FFO available to common shareholders of Entertainment Properties Trust		$	21,692			$	33,828			$	16,968			$	(71,167	)		$	30,114			$	28,953
FFO per common share attributable to Entertainment Properties Trust:
Basic		$	0.48			$	0.79			$	0.43			$	(2.01	)		$	0.86			$	0.84
Diluted			0.48				0.78				0.43				(2.01	)			0.86				0.84
Shares used for computation (in thousands):
Basic			44,869				42,850				39,641				35,445				34,970				34,363
Diluted			45,214				43,141				39,901				35,445				34,992				34,363

 

(1)	See pages 30 and 31 for definitions.

 

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Entertainment Properties Trust

Adjusted Funds From Operations

(Unaudited, dollars in thousands except per share information)

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				2nd Quarter 2009				1st Quarter 2009
Adjusted Funds from Operations (“AFFO”) (1):
FFO available to common shareholders of Entertainment Properties Trust		$	21,692			$	33,828			$	16,968			$	(71,167	)		$	30,114			$	28,953
Adjustments:
Non-cash impairment charges and provision for loan losses			—				700				11,554				101,558				—				—
Transaction costs			111				7,524				3,165				40				37				79
Non-real estate depreciation and amortization			97				130				190				196				191				196
Deferred financing fees amortization			1,390				1,236				1,111				1,103				693				756
Costs associated with loan refinancing			15,620				—				—				—				117				—
Share-based compensation expense to management and trustees			1,172				1,163				1,069				1,083				1,078				1,077
Maintenance capital expenditures (2)			(163	)			(288	)			(108	)			(304	)			(526	)			(574	)
Straight-lined rental revenue			(469	)			(346	)			(696	)			(642	)			(584	)			(561	)
Non-cash portion of mortgage and other financing income			(1,257	)			(2,006	)			(1,855	)			(1,807	)			(1,791	)			(1,744	)
Amortization of above market leases, net			39				21				—				—				—				—
Gain on acquisition			—				(8,468	)			—				—				—				—
AFFO available to common shareholders of Entertainment Properties Trust		$	38,232			$	33,494			$	31,398			$	30,060			$	29,329			$	28,182
Weighted average shares outstanding-diluted FFO			45,214				43,141				39,901				35,445				34,992				34,363
Other common stock equivalents excluded due to loss			—				—				—				230				—				—
Weighted average shares outstanding-diluted AFFO			45,214				43,141				39,901				35,675				34,992				34,363
AFFO per diluted common share		$	0.85			$	0.78			$	0.79			$	0.84			$	0.84			$	0.82
Dividends declared per common share		$	0.65			$	0.65			$	0.65			$	0.65			$	0.65			$	0.65
AFFO payout ratio (3)			76	%			83	%			82	%			77	%			77	%			79	%

 

(1)	See pages 30 and 31 for definitions.

(2)	Includes maintenance capital expenditures and second generation tenant improvements and leasing commissions.

(3)	AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.

 

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Entertainment Properties Trust

Capital Structure at June 30, 2010

(Unaudited, dollars in thousands)

Consolidated Debt

 

Principal Payments Due on Long-Term Debt:

 

		Mortgages (1)						Term Loans/Bond/Capital Lease						Credit			Senior						Weighted Avg
Year		Amortization			Maturities			Amortization			Maturities			Facility (2)			Notes			Total			Interest Rate
2010		$	11,364		$	—		$	1,341		$	—		$	—		$	—		$	12,705		6.04	%
2011			23,878			—			2,808			9,216			—			—			35,902		5.39	%
2012			24,762			65,293			2,970			—			—			—			93,025		6.46	%
2013			17,510			98,484			3,162			—			153,500			—			272,656		4.44	%
2014			11,342			136,633			3,354			—			—			—			151,329		6.28	%
2015			10,968			90,813			3,555			—			—			—			105,336		5.72	%
2016			7,076			96,144			3,765			—			—			—			106,985		6.04	%
2017			3,655			82,299			3,982			3,619			—			—			93,555		5.86	%
2018			920			12,462			955			58,102			—			—			72,439		5.34	%
2019			—			—			—			—			—			—			—		—
2020			—			—			—			—			—			250,000			250,000		7.75	%
Thereafter			—			14,635			—			—			—			—			14,635		1.72	%
		$	111,475		$	596,763		$	25,892		$	70,937		$	153,500		$	250,000		$	1,208,567		5.94	%

 

		Balance			Weighted Avg Interest Rate			Weighted Avg Maturity (yrs)
Fixed Rate Secured Debt		$	790,924		5.96	%		4.9
Fixed Rate Unsecured Debt			250,000		7.75	%		10.0
Variable Rate Secured Debt			14,143		0.79	%		22.3
Variable Rate Unsecured Debt			153,500		3.35	%		3.4
Total		$	1,208,567		5.94	%		6.0

 

Note: $84.1 million of variable rate debt outstanding at June 30, 2010 has been converted to a fixed rate by interest rate swap agreements and is reflected above as fixed rate secured debt.

 

(1)	Scheduled amortization and maturities represent only consolidated debt obligations.

(2)	Credit Facility Summary:

 

							Rate
Commitment		Balance			Maturity		at 6/30/2010
$320,000		$	153,500		December 1, 2013		3.35	%

Note: The facility includes an accordion feature in which the facility can be increased to up to $420 million subject to certain conditions, including lender consent.

 

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Entertainment Propertiest Trust

Capital Structure at June 30, 2010

(Unaudited, dollars in thousands)

Consolidated Debt (continued)

 

Summary of Long-Term Debt:

 

		June 30, 2010			December 31, 2009
Mortgage note payable, paid in full on June 21, 2010		$	—		$	56,250
Mortgage note payable, extinguished in Cappelli settlement on June 18, 2010			—			113,333
Secured revolving variable rate credit facility, paid in full on June 30, 2010			—			35,000
Term loan payable, paid in full on June 30, 2010			—			117,600
Capital lease obligation, due December 31, 2011			9,216			—
Mortgage notes payable, 6.57%-6.73%, due October 1, 2012			45,147			45,808
Mortgage note payable, 6.63%, due November 1, 2012			25,241			25,608
Mortgage notes payable, 4.26%-9.01%, due February 10, 2013			116,221			119,373
Unsecured revolving variable rate credit facility, LIBOR + 3.00%, due December 1, 2013			153,500			—
Mortgage note payable, 6.84%, due March 1, 2014			98,562			102,008
Mortgage note payable, 5.58%, due April 1, 2014			60,107			60,671
Mortgage note payable, 5.56%, due June 5, 2015			33,474			33,763
Mortgage notes payable, 5.77%, due November 6, 2015			71,904			72,779
Mortgage notes payable, 5.84%, due March 6, 2016			40,424			40,898
Mortgage notes payable, 6.37%, due June 30, 2016			28,825			29,132
Mortgage notes payable, 6.10%, due October 1, 2016			25,908			26,187
Mortgage notes payable, 6.02%, due October 6, 2016			19,533			19,746
Mortgage note payable, 6.06%, due March 1, 2017			10,878			10,991
Mortgage note payable, 6.07%, due April 6, 2017			11,194			11,310
Mortgage notes payable, 5.73%-5.95%, due May 1, 2017			51,883			52,438
Mortgage notes payable, 5.86%, due August 1, 2017			26,549			26,826
Term loans payable, $84,105 at June 30, 2010 fixed through interest rate swaps at 5.11%-5.78%, $3,508 at June 30, 2010 at variable rates of LIBOR + 1.75%-2.00%, due December 1, 2017-June 5, 2018			87,613			93,597
Mortgage note payable, 6.19%, due February 1, 2018			16,422			16,667
Mortgage note payable, 7.37%, due July 15, 2018			11,331			11,803
Senior unsecured notes payable, 7.75%, due July 15, 2020			250,000			—
Bond payable, variable rate, due October 1, 2037			10,635			10,635
Mortgage note payable, 5.50%			4,000			4,000
Mortgage note payable, 5.00%, extinguished in Cappelli settlement on June 18, 2010			—			5,000
Total		$	1,208,567		$	1,141,423

 

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Entertainment Propertiest Trust

Capital Structure

Senior Notes

Senior Debt Ratings as of June 30, 2010

 

 

Moody’s		Baa3
Fitch		BBB-
Standard and Poor’s		BB+

Summary of Covenants

 

The Company’s outstanding bonds have a fixed interest rate at 7.75%. Interest on the senior notes is paid semiannually. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the Company’s debt to adjusted total assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the Company’s secured debt to adjusted total assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of the Company’s outstanding unsecured debt.

The following is a summary of the key financial covenants for our $250.0 million senior unsecured notes, as defined and calculated per the terms of our notes. These calculations, which are not based on U.S. generally accepted accounting principles, or GAAP, measurements, are presented to investors to show our ability to incur additional debt under the terms of our notes only and are not measures of our liquidity or performance. The actual amounts as of June 30, 2010 are:

 

Note Covenants		Required		Actual (1)
Limitation on incurrence of total debt (Total Debt/Total Assets)		£60%		38	%
Limitation on incurrence of secured debt (Secured Debt/Total Assets)		£40%		26	%
Debt service coverage (Consolidated Income Available for Debt Service/Annual Debt Service)		³1.5x		3.3x
Maintenance of total unencumbered assets (Unencumbered Assets/Unsecured Debt)		³150% of unsecured debt		422	%

 

(1)	See page 14 for detailed calculations

 

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Entertainment Properties Trust

Capital Structure

Senior Notes

(Unaudited, dollars in thousands)

Covenant Calculations

 

 

		June 30, 2010
Total Assets:
Total Assets		$	2,910,654
Add: accumulated depreciation			273,286
Less: intangible assets			(35,534	)
Total Assets		$	3,148,406
		June 30, 2010
Total Unencumbered Assets:
Unencumbered real estate assets, gross		$	1,496,711
Cash and cash equivalents			20,144
Land held for development			184,457
Property under development			7,779
Total Unencumbered Assets		$	1,709,091
		June 30, 2010
Total Debt:
Secured debt obligations		$	805,067
Unsecured debt obligations:
Unsecured debt			403,500
Outstanding letters of credit			1,781
Derivatives at fair market value, net			150
Total unsecured debt obligations:			405,431
Total Debt		$	1,210,498

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				Trailing Twelve Months
Consolidated income available for debt service:
Adjusted EBITDA		$	63,775			$	60,272			$	56,345			$	55,823			$	236,215
Add (subtract): EBITDA of discontinued operations			1,047				(36	)			1,295				1,461			$	3,767
Less: straight-line rental revenue			(469	)			(346	)			(696	)			(642	)			(2,153	)
Consolidated income available for debt service		$	64,353			$	59,890			$	56,944			$	56,642			$	237,829
Annual Debt Service:
Interest expense, gross		$	18,826			$	17,612			$	16,804			$	17,681			$	70,923
Interest expense from discontinued operations			1,482			$	1,715			$	1,740			$	1,760				6,697
Less: deferred financing fees amortization			(1,390	)			(1,236	)			(1,111	)			(1,103	)			(4,840	)
Annual Debt Service		$	18,918			$	18,091			$	17,433			$	18,338			$	72,780
Debt Service Coverage			3.4				3.3				3.3				3.1				3.3

 

		2nd Quarter 2010				Adjustments (1)			2nd Quarter 2010 - As Adjusted
Consolidated income available for debt service:
Adjusted EBITDA		$	63,775			$	—		$	63,775
Add: EBITDA of discontinued operations			1,047				—			1,047
Less: straight-line rental revenue			(469	)			—			(469	)
Consolidated income available for debt service		$	64,353			$	—		$	64,353
Annual Debt Service:
Interest expense, gross		$	18,826				615		$	19,441
Interest expense from discontinued operations			1,482				—			1,482
Less: deferred financing fees amortization			(1,390	)			174			(1,216	)
Annual Debt Service		$	18,918			$	789		$	19,707
Debt Service Coverage			3.4							3.3

 

(1)	Pursuant to the terms of the indenture, adjustments include a full quarter’s impact of the refinancing executed in conjunction with the issuance of the $250.0 million senior unsecured notes.

 

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Entertainment Properties Trust

Capital Structure at June 30, 2010

(Unaudited, dollars in thousands except share information)

Equity

 

Security		Shares Issued and Outstanding		Price per share at June 30, 2010			Liquidation Preference			Dividend Rate			Convertible
Common shares		46,495,927		$	38.07			N/A		(1	)		N/A
Series B		3,200,000		$	22.45		$	80,000		7.750	%		N
Series C		5,400,000		$	17.30		$	135,000		5.750	%		Y
Series D		4,600,000		$	21.63		$	115,000		7.375	%		N
Series E		3,450,000		$	25.70		$	86,250		9.000	%		Y

Calculation of Total Market Capitalization:

 

Common shares outstanding at June 30, 2010 multiplied by closing price at June 30, 2010		$	1,770,100
Aggregate liquidation value of Series B preferred shares			80,000
Aggregate liquidation value of Series C preferred shares			135,000
Aggregate liquidation value of Series D preferred shares			115,000
Aggregate liquidation value of Series E preferred shares			86,250
Total long-term debt at June 30, 2010			1,208,567
Total consolidated market capitalization		$	3,394,917

 

(1)	Quarterly dividend declared in the second quarter of 2010 was $0.65 per share.

 

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Entertainment Properties Trust

Summary of Ratios

(Unaudited)

 

		2nd Quarter 2010			1st Quarter 2010			4th Quarter 2009			3rd Quarter 2009			2nd Quarter 2009			1st Quarter 2009
Debt to total assets (book value)		42	%		46	%		43	%		46	%		46	%		46	%
Debt to total market capitalization		36	%		38	%		37	%		42	%		52	%		55	%
Debt to total assets (undepreciated)		38	%		42	%		39	%		42	%		43	%		43	%
Debt to Adjusted EBITDA (1)		4.74			5.52			5.06			5.30			5.68			5.63
Secured debt to secured assets (2)		61	%		52	%		47	%		49	%		51	%		46	%
Unencumbered real estate assets to total real estate assets (3)		53	%		17	%		17	%		12	%		12	%		11	%
Interest coverage ratio (4)		3.2			3.2			3.1			3.0			3.2			3.1
Fixed charge coverage ratio (4)		2.4			2.3			2.2			2.1			2.2			2.2
Debt service coverage ratio (4)		2.5			2.4			2.3			2.3			2.3			2.3
FFO payout ratio (5)		135	%		83	%		151	%		-32	%		76	%		77	%
AFFO payout ratio (6)		76	%		83	%		82	%		77	%		77	%		79	%

 

(1)	Adjusted EBITDA is for the quarter annualized. See pages 30 and 31 for definitions.

(2)	Prior to June 30, 2010, includes previous secured revolving line of credit borrowing base assets.

(3)	Total real estate assets includes rental properties, gross, direct financing lease, net and mortgage notes receivable; excludes property under development and land held for development.

(4)	See page 17 for detailed calculation.

(5)	FFO payout ratio is calculated by dividing dividends declared per common share by FFO per diluted common share.

(6)	AFFO payout ratio is calculated by dividing dividends declared per common share by AFFO per diluted common share.

 

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Entertainment Properties Trust

Calculation of Interest, Fixed Charge and Debt Service Coverage Ratios

(Unaudited, dollars in thousands)

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				2nd Quarter 2009				1st Quarter 2009
Interest Coverage Ratio (1):
Net income (loss)		$	14,748			$	29,091			$	13,366			$	(75,362	)		$	25,996			$	24,095
Impairment charges			—				—				6,357				35,801				—				—
Provision for loan losses			—				700				5,197				65,757				—				—
Transaction costs			111				7,524				3,165				40				37				79
Interest expense, gross			20,308				19,327				18,544				19,441				17,696				17,708
Depreciation and amortization			13,632				12,403				11,336				11,921				11,834				12,629
Share-based compensation expense to management and trustees			1,170				1,163				1,069				1,083				1,078				1,077
Costs associated with loan refinancing			15,620				—				—				—				117				—
Interest cost capitalized			(92	)			(83	)			(83	)			(83	)			(208	)			(226	)
Straight-line rental revenue			(469	)			(346	)			(696	)			(642	)			(584	)			(561	)
Loss on sale of real estate from discontinued operations			934				—				—				—				—				—
Gain on acquisition			—				(8,468	)			—				—				—				—
Interest coverage amount		$	65,962			$	61,311			$	58,255			$	57,956			$	55,966			$	54,801
Interest expense, net		$	20,207			$	19,219			$	18,441			$	19,355			$	17,482			$	17,437
Interest income			9				25				20				3				6				45
Interest cost capitalized			92				83				83				83				208				226
Interest expense, gross		$	20,308			$	19,327			$	18,544			$	19,441			$	17,696			$	17,708
Interest coverage ratio			3.2				3.2				3.1				3.0				3.2				3.1
Fixed Charge Coverage Ratio (1):
Interest coverage amount		$	65,962			$	61,311			$	58,255			$	57,956			$	55,966			$	54,801
Interest expense, gross			20,308				19,327				18,544				19,441				17,696				17,708
Preferred share dividends			7,552				7,552				7,550				7,552				7,552				7,552
Fixed charges		$	27,860			$	26,879			$	26,094			$	26,993			$	25,248			$	25,260
Fixed charge coverage ratio			2.4				2.3				2.2				2.1				2.2				2.2
Debt Service Coverage Ratio (1):
Interest coverage amount		$	65,962			$	61,311			$	58,255			$	57,956			$	55,966			$	54,801
Interest expense, gross			20,308				19,327				18,544				19,441				17,696				17,708
Recurring principal payments			6,534				6,753				6,595				6,295				6,160				6,124
Debt service		$	26,842			$	26,080			$	25,139			$	25,736			$	23,856			$	23,832
Debt service coverage ratio			2.5				2.4				2.3				2.3				2.3				2.3

 

(1)	See pages 30 and 31 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement.

 

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Entertainment Properties Trust

Reconciliation of Interest Coverage Amount to Net Cash Provided by Operating Activities

(Unaudited, dollars in thousands)

The interest coverage amount per the table on the previous page is a non-GAAP financial measure and should not be considered an alternative to any GAAP liquidity measures. It is most directly comparable to the GAAP liquidity measure, “Net cash provided by operating activities,” and is not directly comparable to the GAAP liquidity measures, “Net cash used in investing activities” and “Net cash provided by financing activities.” The interest coverage amount can be reconciled to “Net cash provided by operating activities” per the consolidated statements of cash flows as follows:

 

		2nd Quarter 2010				1st Quarter 2010				4th Quarter 2009				3rd Quarter 2009				2nd Quarter 2009				1st Quarter 2009
Net cash provided by operating activities		$	41,151			$	33,492			$	35,951			$	35,849			$	41,696			$	35,321
Equity in income from joint ventures			423				233				222				229				225				219
Distributions from joint ventures			(586	)			(269	)			(243	)			(250	)			(250	)			(243	)
Amortization of deferred financing costs			(1,390	)			(1,236	)			(1,111	)			(1,103	)			(693	)			(756	)
Amortization of above market leases, net			(39	)			(21	)			—				—				—				—
Increase (decrease) in mortgage notes accrued interest receivable			(2,154	)			2,982				808				272				647				(403	)
Increase (decrease) in restricted cash			(2,789	)			(304	)			1,463				818				(1,125	)			(1,008	)
Increase (decrease) in accounts receivable, net			1,142				2,246				1,394				989				(4,084	)			118
Increase (decrease) in notes and accrued interest receivable			(69	)			49				5				21				(272	)			(284	)
Increase in direct financing lease receivable			1,223				1,114				967				939				942				914
Increase (decrease) in other assets			(517	)			3,536				(1,090	)			(248	)			2,286				2,523
Decrease (increase) in accounts payable and accrued liabilities			(1,576	)			(6,660	)			(1,073	)			939				(701	)			731
Decrease (increase) in unearned rents			1,623				(273	)			32				745				353				669
Straight-line rental revenue			(469	)			(346	)			(696	)			(642	)			(584	)			(561	)
Interest expense, gross			20,308				19,327				18,544				19,441				17,697				17,708
Interest cost capitalized			(92	)			(83	)			(83	)			(83	)			(208	)			(226	)
Costs associated with loan refinancing (cash portion)			9,662				—				—				—				—				—
Transaction costs			111				7,524				3,165				40				37				79
Interest coverage amount (1)		$	65,962			$	61,311			$	58,255			$	57,956			$	55,966			$	54,801

 

(1)	See pages 30 and 31 for definitions. Amounts above include the impact of discontinued operations, which is separately classified in the income statement.

 

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Entertainment Properties Trust

Capital Spending and Disposition Summaries

(Unaudited, dollars in thousands)

2010 Capital Spending:

 

Description		Location		Capital Spending Three Months Ended June 30, 2010			Capital Spending Six Months Ended June 30, 2010
Acquisition of Toronto Dundas Square		Toronto, Ontario		$	—		$	111,593
Investment in direct financing lease related to public charter schools		various			—			44,232
Acquisition of 12 theatre portfolio		various			124,436			124,436
Additions to Toronto Dundas Square mortgage note receivable		Toronto, Ontario			—			591
Additions to mortgage note receivable for development of Schlitterbahn Vacation Village		Kansas City, KS			5,247			5,247
Development of additional gross leasable area		Ontario, Canada			950			1,280
Development of entertainment retail center		Suffolk, VA			956			1,100
Development of custom crush facility		Sonoma County, CA			—			163
Investment in unconsolidated joint ventures		various			15,181			15,181
Cash paid related to Cappelli settlement		various			4,586			4,586
Capitalized building improvements and tenant improvements		various			1,455			1,804
Other capital acquisitions		various			208			414
Total capital spending				$	153,019		$	310,627

2010 Dispositions:

 

Description		Location		Cash Received
Havens vineyard and winery		Yountville, CA		$	6,301

 

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Entertainment Properties Trust

Financial Information by Asset Type

For the Three Months Ended June 30, 2010

(Unaudited, dollars in thousands)

 

		Theatres				Retail				Public Charter Schools				Vineyards and Wineries				Metropolitan Ski Areas				Waterpark/ Concord Development				Subtotal				Unallocated				Consolidated
Rental revenue		$	44,046			$	9,839				—			$	3,818			$	315			$	—			$	58,018			$	—			$	58,018
Tenant reimbursements			2,397				4,088				—				—				—				—				6,485				—				6,485
Other income			29				12				—				4				—				—				45				—				45
Mortgage and other financing income			53				19				6,567				42				3,398				2,902				12,981				32				13,013
Total revenue			46,525				13,958				6,567				3,864				3,713				2,902				77,529				32				77,561
Property operating expense			3,502				5,508				—				—				—				—				9,010				—				9,010
Other expense			—				—				—				122				—				—				122				21				143
Total investment expenses			3,502				5,508				—				122				—				—				9,132				21				9,153
General and administrative expense			—				—				—				—				—				—				—				4,633				4,633
Transaction costs			—				—				—				—				—				—				—				111				111
EBITDA		$	43,023			$	8,450			$	6,567			$	3,742			$	3,713			$	2,902			$	68,397			$	(4,733	)		$	63,664
			63	%			12	%			10	%			6	%			5	%			4	%			100	%
			75%
Add: transaction costs																															111				111
Adjusted EBITDA																																		$	63,775
Reconciliation to Consolidated Statements of Income:
Transaction costs																															(111	)			(111	)
Interest expense, net																															(18,726	)			(18,726	)
Costs associated with loan refinancing																															(15,247	)			(15,247	)
Depreciation and amortization																															(13,007	)			(13,007	)
Equity in income from joint ventures																															423				423
Loss from discontinued operations																															(1,425	)			(1,425	)
Loss on sale of real estate																															(934	)			(934	)
Net income																																			14,748
Noncontrolling interests																															840				840
Preferred dividend requirements																															(7,552	)			(7,552	)
Net income available to common shareholders																																		$	8,036

 

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Entertainment Properties Trust

Financial Information by Asset Type

For the Six Months Ended June 30, 2010

(Unaudited, dollars in thousands)

}

		Theatres				Retail				Public Charter Schools				Vineyards and Wineries				Metropolitan Ski Areas				Waterpark/ Concord Development				Subtotal				Unallocated				Consolidated
Rental revenue		$	86,812			$	17,647			$	—			$	7,956			$	630			$	—			$	113,045			$	—			$	113,045
Tenant reimbursements			4,260				7,254				—				—				—				—				11,514				—				11,514
Other income			51				194				—				35				—				—				280				—				280
Mortgage and other financing income			92				94				12,775				42				6,756				5,752				25,511				94				25,605
Total revenue			91,215				25,189				12,775				8,033				7,386				5,752				150,350				94				150,444
Property operating expense			5,933				9,573				—				690				—				—				16,196				—				16,196
Other expense			—				216				—				236				—				—				452				28				480
Total investment expenses			5,933				9,789				—				926				—				—				16,648				28				16,676
General and administrative expense			—				—				—				—				—				—				—				9,722				9,722
Transaction costs			—				—				—				—				—				—				—				7,635				7,635
Provision for loan losses			—				—				—				—				—				—				—				700				700
EBITDA		$	85,282			$	15,400			$	12,775			$	7,107			$	7,386			$	5,752			$	133,702			$	(17,991	)		$	115,711
			64	%			11	%			10	%			5	%			6	%			4	%			100	%
			75%
Add: transaction costs																															7,635				7,635
Add: provision for loan losses																															700				700
Adjusted EBITDA																																		$	124,046
Reconciliation to Consolidated Statements of Income:
Transaction costs																															(7,635	)			(7,635	)
Provision for loan losses																															(700	)			(700	)
Interest expense, net																															(36,229	)			(36,229	)
Costs associated with loan refinancing																															(15,247	)			(15,247	)
Depreciation and amortization																															(24,708	)			(24,708	)
Equity in income from joint ventures																															656				656
Gain on acquisition																															8,468				8,468
Loss from discontinued operations																															(3,879	)			(3,879	)
Loss on sale of real estate																															(934	)			(934	)
Net income																																			43,838
Noncontrolling interests																															1,825				1,825
Preferred dividend requirements																															(15,103	)			(15,103	)
Net income available to common shareholders																																		$	30,560

 

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Financial Information by Asset Type

For the Three Months Ended June 30, 2009

(Unaudited, dollars in thousands)

 

		Theatres				Retail				Public Charter Schools				Vineyards and Wineries				Metropolitan Ski Areas				Waterpark/ Concord Development				Subtotal				Unallocated				Consolidated
Rental revenue		$	37,875			$	6,185			$	—			$	3,837			$	310			$	—			$	48,207			$	—			$	48,207
Tenant reimbursements			1,574				1,986				—				—				—				—				3,560				—				3,560
Other income			23				429				—				6				—				—				458				270				728
Mortgage and other financing income			866				50				5,031				404				3,298				1,497				11,146				78				11,224
Total revenue			40,338				8,650				5,031				4,247				3,608				1,497				63,371				348				63,719
Property operating expense			1,884				2,790				—				25				—				—				4,699				—				4,699
Other expense			—				476				—				378				—				—				854				—				854
Total investment expenses			1,884				3,266				—				403				—				—				5,553				—				5,553
General and administrative expense			—				—				—				—				—				—				—				4,239				4,239
Transaction costs			—				—				—				—				—				—				—				37				37
EBITDA		$	38,454			$	5,384			$	5,031			$	3,844			$	3,608			$	1,497			$	57,818			$	(3,928	)		$	53,890
			67	%			9	%			9	%			7	%			6	%			2	%			100	%
			76%
Add: transaction costs																															37				37
Adjusted EBITDA																																		$	53,927
Reconciliation to Consolidated Statements of Income:
Transaction costs																															(37	)			(37	)
Interest expense, net																															(15,739	)			(15,739	)
Costs associated with loan refinancing																															(117	)			(117	)
Depreciation and amortization																															(10,183	)			(10,183	)
Equity in income from joint ventures																															225				225
Loss from discontinued operations																															(2,080	)			(2,080	)
Net income																																			25,996
Noncontrolling interests																															1,708				1,708
Preferred dividend requirements																															(7,552	)			(7,552	)
Net income available to common shareholders																																		$	20,152

 

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Entertainment Properties Trust

Financial Information by Asset Type

For the Six Months Ended June 30, 2009

(Unaudited, dollars in thousands)

 

		Theatres				Retail				Public Charter Schools				Vineyards and Wineries				Metropolitan Ski Areas				Waterpark/ Concord Development				Subtotal				Unallocated				Consolidated
Rental revenue		$	75,609			$	12,291			$	—			$	7,631			$	622			$	—			$	96,153			$	—			$	96,153
Tenant reimbursements			3,127				4,287				—				—				—				—				7,414				—				7,414
Other income			47				1,015				—				26				—				—				1,088				780				1,868
Mortgage and other financing income			1,589				96				10,034				428				6,578				2,860				21,585				157				21,742
Total revenue			80,372				17,689				10,034				8,085				7,200				2,860				126,240				937				127,177
Property operating expense			3,749				6,408								29				—				—				10,186				—				10,186
Other expense			—				1,036				—				436				—				—				1,472				—				1,472
Total investment expenses			3,749				7,444				—				465				—				—				11,658				—				11,658
General and administrative expense			—				—				—				—				—				—				—				8,285				8,285
Transaction costs			—				—				—				—				—				—				—				116				116
EBITDA		$	76,623			$	10,245			$	10,034			$	7,620			$	7,200			$	2,860			$	114,582			$	(7,464	)		$	107,118
			67	%			9	%			9	%			7	%			6	%			2	%			100	%
			76%
Add: transaction costs																															116				116
Adjusted EBITDA																																		$	107,234
Reconciliation to Consolidated Statements of Income:
Transaction costs																															(116	)			(116	)
Interest expense, net																															(31,451	)			(31,451	)
Costs associated with loan refinancing																															(117	)			(117	)
Depreciation and amortization																															(20,734	)			(20,734	)
Equity in income from joint ventures																															444				444
Loss from discontinued operations																															(5,170	)			(5,170	)
Net income																																			50,090
Noncontrolling interests																															2,943				2,943
Preferred dividend requirements																															(15,103	)			(15,103	)
Net income available to common shareholders																																		$	37,930

 

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Entertainment Properties Trust

Investment Information by Asset Type

As of June 30, 2010 and December 31, 2009

(Unaudited, dollars in thousands)

 

		As of June 30, 2010
		Retail/ Theatres				Public Charter Schools				Vineyards and Wineries				Metropolitan Ski Areas				Waterpark/ Concord Development				Consolidated
Rental properties, net of accumulated depreciation		$	1,810,911			$	—			$	195,465			$	11,666			$	—			$	2,018,042
Add back accumulated depreciation on rental properties			258,741				—				13,204				1,341				—				273,286
Land held for development			4,457				—				—				—				180,000				184,457
Property under development			7,779				—				—				—				—				7,779
Mortgage notes and related accrued interest receivable, net			—				—				—				136,410				168,545				304,955
Investment in a direct financing lease, net			—				216,419				—				—				—				216,419
Investment in joint ventures			19,423				—				—				—				—				19,423
Intangible assets, net of accumulated amortization			35,534				—				—				—				—				35,534
Add back accumulated amortization on intangible assets			8,556				—				—				—				—				8,556
Notes receivable and related accrued interest receivable, net			164				3,751				1,244				—				—				5,159
Total investments (1)		$	2,145,565			$	220,170			$	209,913			$	149,417			$	348,545			$	3,073,610
% of total investments			70	%			7	%			7	%			5	%			11	%			100	%
		As of December 31, 2009
		Retail/ Theatres				Public Charter Schools				Vineyards and Wineries				Metropolitan Ski Areas				Waterpark/ Concord Development				Consolidated
Rental properties, net of accumulated depreciation		$	1,636,580			$	—			$	206,229			$	11,820			$	—			$	1,854,629
Add back accumulated depreciation on rental properties			246,806				—				10,645				1,187				—				258,638
Land held for development			4,457				—				—				—				—				4,457
Property under development			8,272				—				—				—				—				8,272
Mortgage notes and related accrued interest receivable, net			90,882				—				—				135,581				296,417				522,880
Investment in a direct financing lease, net			—				169,850				—				—				—				169,850
Investment in joint ventures			4,080				—				—				—				—				4,080
Intangible assets, net of accumulated amortization			6,727				—				—				—				—				6,727
Add back accumulated amortization on intangible assets			6,887				—				—				—				—				6,887
Notes receivable and related accrued interest receivable, net			2,854				3,750				1,294				—				—				7,898
Total investments (1)		$	2,007,545			$	173,600			$	218,168			$	148,588			$	296,417			$	2,844,318
% of total investments			71	%			6	%			8	%			5	%			10	%			100	%

 

(1)	See pages 30 and 31 for definitions.

 

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Entertainment Properties Trust

Lease Expirations Excluding Non-Theatre Retail

As of June 30, 2010

(Unaudited, dollars in thousands)

 

		Megaplex Theatres								Public Charter Schools								Vineyards and Wineries
Year		Total Number of Leases Expiring		Revenue for the Trailing Twelve Months Ended June 30, 2010 (1)			% of Total Rental Revenue			Total Number of Leases Expiring		Financing Income for the Trailing Twelve Months Ended June 30, 2010			% of Total Mortgage and other financing income			Total Number of Leases Expiring		Rental Revenue for the Twelve Months Ended June 30, 2010			% of Total Rental Revenue
2010		4		$	11,504		5	%		—		$	—		—			—		$	—		—
2011		4			9,597		4	%		—			—		—			—			—		—
2012		3			7,243		3	%		—			—		—			—			—		—
2013		4			14,259		6	%		—			—		—			—			—		—
2014		—			—		—			—			—		—			—			—		—
2015		—			—		—			—			—		—			—			—		—
2016		2			3,979		2	%		—			—		—			—			—		—
2017		3			4,687		2	%		—			—		—			2			4,832		2	%
2018		17			14,592		6	%		—			—		—			5			10,185		4	%
2019		7			21,551		9	%		—			—		—			1			1,013		1	%
2020		7			8,488		4	%		—			—		—			—			—		—
2021		3			7,153		3	%		—			—		—			—			—		—
2022		9			16,129		7	%		—			—		—			—			—		—
2023		2			2,361		1	%		—			—		—			—			—		—
2024		8			14,316		6	%		—			—		—			—			—		—
2025		7			13,920		6	%		—			—		—			—			—		—
2026		5			7,122		3	%		—			—		—			—			—		—
2027		3			3,939		2	%		—			—		—			—			—		—
2028		2			3,487		2	%		—			—		—			—			—		—
2029		15			7,594		3	%		—			—		—			—			—		—
Thereafter		—			—		—			27			22,750		47	%		—			—		—
		105		$	171,921		74	%		27		$	22,750		47	%		8		$	16,030		7	%

 

Note: This schedule relates to consolidated assets only and excludes non-theatre retail. One owned ski property is excluded from this schedule and the remaining ski property investments are held in mortgage notes receivable which are included on page 27.

 

(1)	Consists of rental revenue and tenant reimbursements.

 

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Entertainment Properties Trust

Top Ten Customers by Revenue

(Unaudited, dollars in thousands)

 

Customers				Asset Type		Total Revenue For The Three Months Ended June 30, 2010			Percentage of Total Revenue			Total Revenue For The Six Months Ended June 30, 2010			Percentage of Total Revenue
1.		American Multi-Cinema, Inc.		Retail/Theatres		$	28,698		37	%		$	56,290		37	%
2.		Rave Cinemas/Rave Review Cinemas		Retail/Theatres			7,199		9	%			14,535		10	%
3.		Imagine Schools, Inc.		Public Charter Schools			6,480		8	%			12,603		8	%
4.		Peak Resorts, Inc.		Metropolitan Ski Areas			3,713		5	%			7,386		5	%
5.		Regal Cinemas, Inc.		Retail/Theatres			3,529		5	%			7,057		5	%
6.		SVVI, LLC		Waterparks			2,902		4	%			5,752		4	%
7.		Southern Theatres, LLC		Retail/Theatres			2,858		4	%			5,599		4	%
8.		Ascentia Wine Estates, LLC		Vineyards and Wineries			2,735		3	%			5,470		4	%
9.		Cinemark USA, Inc.		Retail/Theatres			1,309		2	%			2,327		1	%
10.		Muvico Entertainment, LLC		Retail/Theatres			923		1	%			1,878		1	%
		Total				$	60,346		78	%		$	118,897		79	%

 

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Entertainment Properties Trust

Mortgage Notes Receivable

(Unaudited, dollars in thousands)

Summary of Mortgage Notes Receivable

 

 

		June 30, 2010			December 31, 2009
Mortgage note and related accrued interest receivable, 15.00%, extinguished on March 4, 2010		$	—		$	126,658
Mortgage note and related accrued interest receivable, 11.00%, extinguished in Cappelli settlement on June 18, 2010			—			133,119
Mortgage note and related accrued interest receivable, 10.00%, due April 1, 2012			33,677			32,848
Mortgage notes and related accrued interest receivable, 7.00%, due May 1, 2019			168,545			163,298
Mortgage note, 9.53%, due March 10, 2027			8,000			8,000
Mortgage notes, 10.15%, due April 3, 2027			62,500			62,500
Mortgage note, 9.40%, due October 30, 2027			32,233			32,233
Total mortgage notes and related accrued interest receivable		$	304,955		$	558,656
Less: loan loss reserves			—			(35,776	)
Total mortgage notes and related accrued interest receivable, net		$	304,955		$	522,880

Payments Due on Mortgage Notes Receivable

 

 

		As of June 30, 2010
Year:
2010		$	—
2011			—
2012			33,677
2013			—
2014			—
Thereafter			271,278
Total		$	304,955

 

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Entertainment Properties Trust

Notes Receivable

(Unaudited, dollars in thousands)

Summary of Notes Receivable

 

 

		June 30, 2010				December 31, 2009
Note and related accrued interest receivable, 10.00%, extinguished in Cappelli settlement on June 18, 2010		$	—			$	10,000
Note and related accrued interest receivable, 10.00%, extinguished in Cappelli settlement on June 18, 2010			—				10,000
Note and related accrued interest receivable, 15.00%, due on demand (1)			3,000				3,000
Revolving credit facility and related accrued interest receivable, 6.00%, due January 1, 2011 (1)			1,367				1,416
Note and related accrued interest receivable, 9.23%, due August 31, 2012			3,751				3,751
Note and related accrued interest receivable, 12.00%, due April 1, 2013 (1)			5,074				5,074
Note and related accrued interest receivable, 10.00%, extinguished in Cappelli settlement on June 18, 2010			—				10,000
Other			163				854
Total notes and related accrued interest receivable		$	13,355			$	44,095
Less: Loan loss reserves			(8,196	)			(36,197	)
Total notes and related accrued interest receivable, net		$	5,159			$	7,898

 

(1)	Note receivable is impaired as of June 30, 2010. In accordance with the Company’s accounting policy, interest income is being recognized on a cash basis.

Payments Due on Notes Receivable

 

 

		As of June 30, 2010
Year:
Past due		$	3,000
2010			—
2011			1,367
2012			3,751
2013			5,074
2014			—
Thereafter			163
Total		$	13,355

 

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Entertainment Properties Trust

Summary of Unconsolidated Joint Ventures

As of and for the Six Months Ended June 30, 2010

(Unaudited, dollars in thousands)

Atlantic EPR-I

 

EPR investment interest: 24.8%

Income recognized for the six months ended June 30, 2010: $627

Distributions received for the six months ended June 30, 2010: $644

Unaudited condensed financial information for Atlantic-EPR I is as follows as of and for the six months ended June 30, 2010 and 2009:

 

		2010			2009
Rental properties, net		$	26,990		$	27,635
Cash			—			141
Long-term debt (paid in full, May 2010)			—			15,211
Partners’ equity			27,141			12,470
Rental revenue			2,238			2,216
Net income			1,088			1,210

Atlantic EPR-II

 

EPR investment interest: 23.6%

Income recognized for the six months ended June 30, 2010: $177

Distributions received for the six months ended June 30, 2010: $198

Unaudited condensed financial information for Atlantic-EPR II is as follows as of and for the six months ended June 30, 2010 and 2009:

 

		2010			2009
Rental properties, net		$	21,267		$	21,728
Cash			144			99
Long-term debt (due September 2013)			12,776			13,117
Note payable to Entertainment Properties Trust			117			117
Partners’ equity			8,260			8,386
Rental revenue			1,444			1,433
Net income			700			670

Ningbo PIC and Shanghai SFG-EPR Cinema

 

EPR investment interest: 30.0% and 49%, respectively

EPR investment: $1,656

Loss recognized for the six months ended June 30, 2010: $148

Distributions received for the six months ended June 30, 2010: $0

 

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Entertainment Properties Trust

Definitions-Non-GAAP Financial Measures

EBITDA AND ADJUSTED EBITDA

EBITDA is a widely used financial measure in many industries, including the REIT industry, and is presented to assist investors and analysts in analyzing the performance of the Company. Management utilizes EBITDA in its analysis of the business and operations of the Company and believes it is useful to investors because it excludes various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA as the sum of net income plus interest expense (net), depreciation and amortization, gain or loss on sale of or acquisition of real estate, noncontrolling interests, equity in income from joint ventures and discontinued operations. Adjusted EBITDA is presented to add back the effect of non-cash impairment charges, costs associated with loan refinancing, the provision for loan losses and transaction costs. The Company’s method of calculating EBITDA and Adjusted EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA and Adjusted EBITDA do not represent cash generated from operations as defined by U.S. generally accepted accounting principles (“GAAP”) and are not indicative of cash available to fund all cash needs, including distributions. These measures should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.

FUNDS FROM OPERATIONS (“FFO”)

The National Association of Real Estate Investment Trusts (“NAREIT”) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP and management provides FFO herein because it believes this information is useful to investors in this regard. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO, as defined under the NAREIT definition and presented by us, is net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. FFO is a non-GAAP financial measure. FFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO the same way so comparisons with other REITs may not be meaningful.

ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)

In addition to FFO, we present AFFO by adding to FFO non-cash impairment charges, provision for loan losses, transaction costs, non-real estate depreciation and amortization, deferred financing fees amortization, costs associated with loan refinancing, share-based compensation expense to management and trustees and amortization of above market leases, net; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-lined rental revenue, the non-cash portion of mortgage and other financing income and gain on acquisition. AFFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share and management provides AFFO herein because it believes this information is useful to investors in this regard. AFFO is a non-GAAP financial measure. AFFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate AFFO the same way so comparisons with other REITs may not be meaningful.

 

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Definitions-Non-GAAP Financial Measures

INTEREST COVERAGE RATIO

The interest coverage ratio is calculated as the interest coverage amount divided by interest expense, gross. We calculate the interest coverage amount by adding to net income impairment charges, provision for loan losses, transaction costs, interest expense, gross (including interest expense in discontinued operations), depreciation and amortization, share-based compensation expense to management and trustee and costs associated with loan refinancing; subtracting interest cost capitalized, straight-line revenue, and gain on acquisition. We calculated interest expense, gross, by adding to interest expense, net, interest income and interest cost capitalized. We consider the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations and management believes it is useful to investors in this regard. Our calculation of the interest coverage ratio may be different from the calculation used by other companies, and therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

FIXED CHARGE COVERAGE RATIO

The fixed charge coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that preferred share dividends are also added to the denominator. We consider the fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred share dividend payments and management believes it is useful to investors in this regard. Our calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

DEBT SERVICE COVERAGE RATIO

The debt service coverage ratio is calculated in exactly the same manner as the interest coverage ratio, except that recurring principal payments are also added to the denominator. We consider the debt service coverage ratio to be an appropriate supplemental measure of a company’s ability to make its debt service payments and management believes it is useful to investors in this regard. Our calculation of the debt service coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

TOTAL INVESTMENTS

Total investments is a non-GAAP financial measure defined as the sum of the carrying values of rental properties (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in joint ventures, intangible assets (before accumulated amortization) and notes receivable. Total investments is a useful measure for management and investors as it illustrates across which asset categories the Company’s funds have been invested.

 

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