EX-99.1
Published on July 28, 2009
Exhibit 99.1
Entertainment Properties Trust Reports Second Quarter Results
Kansas City, MO, July 27, 2009 — Entertainment Properties Trust (NYSE:EPR) today announced
operating results for the second quarter and six months ended June 30, 2009.
Total revenue was $66.7 million for the second quarter of 2009 compared to $68.8 million for the
same quarter in 2008. Net income available to common shareholders was $20.2 million, or $0.58 per
diluted common share, compared to $23.9 million, or $0.77 per diluted common share, for the same
quarter in 2008. For the six months ended June 30, 2009, total revenue was $133.4 million compared
to $134.6 million for the same period in 2008. Net income available to common shareholders was
$37.9 million, or $1.09 per diluted share, versus $45.4 million, or $1.53 per diluted share, for
the same period last year.
Funds From Operations (FFO) for the second quarter of 2009 was $30.1 million compared to $33.5
million for same quarter in 2008. FFO per diluted common share declined $0.22 to $0.86 compared to
$1.08 for the same quarter in 2008. FFO for the six months ended June 30, 2009 was $59.1 million
compared to $65.3 million in the year ago period. FFO per diluted common share declined $0.49 to
$1.70 compared to $2.19 for the same period last year.
As previously communicated, both the second quarter and year to date results were impacted by the
Company’s policy to record interest income from notes receivable on a cash basis rather than an
accrual basis when the expected timing of receipts significantly differs from the contractual
terms. As a result, no income was recognized related to the Company’s mortgage note investments in
a Sullivan County, New York casino and resort project (the Concord Project) or the Toronto Life
Square project in Canada. The impact from these two projects resulted in a reduction in FFO per
share results for the quarter and six months ended June 30, 2009 of $0.27 and $0.50, respectively.
David Brain, President and CEO, commented on the results, “The Company’s business continues to
perform very well in this economic environment. We benefited from having approximately 70% of our
assets in megaplex theatres, an industry that continues to show strength. For the year, the box
office is up double digits, setting new records. In addition, we successfully completed a new
revolving credit facility, further enhancing our financial flexibility.”
Portfolio Highlights
As of June 30, 2009, the Company’s real estate portfolio consisted of 80 megaplex theatres totaling
approximately 6.6 million square feet, and restaurant, retail and other destination recreation and
specialty properties totaling 3.9 million square feet. The Company owned a metropolitan ski area
and eight vineyards totaling approximately 1,590 acres and ten wineries totaling approximately 850
thousand square feet as well as 22 public charter schools.
In addition, as of June 30, 2009, the Company’s real estate mortgage loan portfolio had a carrying
value of $538.6 million and included financing provided for entertainment, retail and recreational
properties, including ten metropolitan ski areas covering approximately 6,100 acres in six states.
At June 30, 2009, the Company’s megaplex theatres were 100% occupied, and the overall real estate
portfolio was 97% occupied.
Capital Markets Update
On June 30, 2009, the Company amended and restated its revolving credit facility (“the revolver”).
The $215 million revolver bears interest at LIBOR plus 3.5%, with a 2.0% LIBOR floor, and includes
an
accordion feature of up to $300 million, subject to lender consent. The revolver matures in
October 2011 with a one year extension available at the Company’s option.
At June 30, 2009 there was in excess of $100 million of unrestricted cash on hand and availability
under the revolver.
Investment Update
Total investment spending for the second quarter was approximately $26 million, with approximately
$18 million funded for the completion of the Schlitterbahn water park in Kansas City, Kansas. The
balance of investments for the quarter consisted mainly of the Company’s expansion of pre-leased
space at its Canadian entertainment retail centers, completion of the Suffolk, Virginia development
and continued funding of a wine facility in Sonoma, California. Through the first six months of
2009, the Company has completed approximately $47 million of its stated investment spending for the
full year of approximately $60 million.
The Schlitterbahn water park opened for business in July 2009 as the first phase of Schlitterbahn
Vacation Village. In the second quarter, the Company not only reduced its commitment to this
project from $175 million to $163.5 million, but also added to its collateral position by obtaining
mortgages on two other successful Schlitterbahn water parks in Texas and meaningfully improved the
payment terms. During the quarter revenue at these parks was ahead of last year’s record level.
The funding of Schlitterbahn is substantially complete as of June 30, 2009.
With regard to Toronto Life Square, the Company continues to proceed through the receivership.
During the second quarter, the court approved the sales process and appointed a sales agent to
manage the process. Marketing materials are being released, and the current timeline concludes
with the sale of the property in the fourth quarter of 2009. As part of the sale process, the
Company could become the owner of the property if it is the highest bidder or alternatively, could
settle its mortgage note receivable with the proceeds from a higher bidder. With regard to the
performance of the property, the theatre is consistently one of the top performing theatres in
Toronto, and the Company continues to make progress on leasing up the remaining vacancy, with
occupancy now at 91%.
With regard to the Concord Project, in July 2009 the New York legislature amended the hurdles for
qualification for the reduction in the gaming tax from 68% to 25%. Formerly, the legislation
required the developer to spend at least $1 billion dollars and employ 2,000 people. As amended,
the legislation reduced the spending requirement to $600 million and the employee requirement was
reduced to 1,000. Additionally, the site has been approved for electronic table games,
substantially expanding the gaming operations available to a casino operator.
Our original loan commitment to fund an additional $91.8 million to the Concord Project is no
longer applicable due to the developer’s decision to downsize the initial phase of the Concord
Project to an investment level of $600 million. The funding of any additional investment in the
Concord Project by the Company will be subject to satisfaction of certain conditions, including but
not limited to a reduction from the aforementioned $91.8 million.
Dividend Information
On June 19, 2009, the Company declared a regular quarterly cash dividend of $0.65 per common share,
which was paid on July 15, 2009 to common shareholders of record on June 30, 2009. This dividend
represents an annualized dividend of $2.60 per common share. The Company also declared and paid
second quarter cash dividends of $0.4844 per share on the 7.75% Series B Preferred Shares, $0.3594
per
share on the 5.75% Series C Convertible Preferred Shares, $0.4609 per share on the 7.375% Series D
Preferred Shares and $0.5625 per share on the 9.00% Series E Convertible Preferred Shares.
Investment Spending and Earnings Guidance
The Company reiterates its 2009 investment spending guidance of $60 million. This guidance excludes
any potential investment spending associated with the acquisition of Toronto Life Square or the
Concord Project. The Company is also reiterating its 2009 FFO per share guidance of $3.40 — $3.60.
This guidance excludes any expenses associated with the acquisition of Toronto Life Square or any
impact resulting from a change in status of the Concord Project.
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Rental revenue |
$ | 50,507 | $ | 49,940 | $ | 100,918 | $ | 99,062 | ||||||||
Tenant reimbursements |
4,258 | 5,194 | 8,893 | 10,865 | ||||||||||||
Other income |
728 | 491 | 1,868 | 1,202 | ||||||||||||
Mortgage and other financing income |
11,224 | 13,130 | 21,742 | 23,484 | ||||||||||||
Total revenue |
66,717 | 68,755 | 133,421 | 134,613 | ||||||||||||
Property operating expense |
6,382 | 6,309 | 14,400 | 13,335 | ||||||||||||
Other expense |
854 | 622 | 1,472 | 1,557 | ||||||||||||
General and administrative expense |
4,278 | 3,938 | 8,404 | 8,352 | ||||||||||||
Costs associated with loan refinancing |
117 | — | 117 | — | ||||||||||||
Interest expense, net |
17,482 | 16,960 | 34,919 | 34,428 | ||||||||||||
Depreciation and amortization |
11,834 | 10,341 | 24,463 | 21,014 | ||||||||||||
Income before equity in
income from joint
ventures and discontinued
operations |
25,770 | 30,585 | 49,646 | 55,927 | ||||||||||||
Equity in income from joint ventures |
225 | 245 | 444 | 1,527 | ||||||||||||
Income from continuing
operations |
$ | 25,995 | $ | 30,830 | $ | 50,090 | $ | 57,454 | ||||||||
Discontinued operations: |
||||||||||||||||
Loss from discontinued operations |
— | (16 | ) | — | (27 | ) | ||||||||||
Gain on sale of real estate |
— | 119 | — | 119 | ||||||||||||
Net income |
25,995 | 30,933 | 50,090 | 57,546 | ||||||||||||
Add: Net loss attributable to
noncontrolling interests |
1,709 | 478 | 2,943 | 986 | ||||||||||||
Net income attributable
to Entertainment
Properties Trust |
27,704 | 31,411 | 53,033 | 58,532 | ||||||||||||
Preferred dividend requirements |
(7,552 | ) | (7,552 | ) | (15,103 | ) | (13,162 | ) | ||||||||
Net income available to
common shareholders of
Entertainment Properties
Trust |
$ | 20,152 | $ | 23,859 | $ | 37,930 | $ | 45,370 | ||||||||
Per share data attributable to
Entertainment Properties Trust common
shareholders: |
||||||||||||||||
Basic earnings per share data: |
||||||||||||||||
Income from continuing operations
available to common shareholders |
$ | 0.58 | $ | 0.78 | $ | 1.09 | $ | 1.54 | ||||||||
Income from discontinued operations |
— | — | — | 0.01 | ||||||||||||
Net income available to common
shareholders |
$ | 0.58 | $ | 0.78 | $ | 1.09 | $ | 1.55 | ||||||||
Diluted earnings per share data: |
||||||||||||||||
Income from continuing operations
available to common shareholders |
$ | 0.58 | $ | 0.77 | $ | 1.09 | $ | 1.53 | ||||||||
Income from discontinued operations |
— | — | — | — | ||||||||||||
Net income available to common
shareholders |
$ | 0.58 | $ | 0.77 | $ | 1.09 | $ | 1.53 | ||||||||
Shares used for computation (in thousands): |
||||||||||||||||
Basic |
34,970 | 30,577 | 34,678 | 29,351 | ||||||||||||
Diluted |
34,992 | 30,913 | 34,686 | 29,663 | ||||||||||||
The additional 1.9 million common shares that would result from the conversion of our 5.75% Series
C cumulative convertible preferred shares and the additional 1.6 million common shares that would
result from the conversion of our 9.00% Series E cumulative convertible preferred shares (issued on
April 2, 2008) and the corresponding add-back of the preferred dividends declared on those shares
are not included in the calculation of diluted earnings per share for the three and six months
ended June 30, 2009 because the effect is anti-dilutive. However, because a conversion of the
5.75% Series C cumulative convertible preferred shares would be dilutive to FFO per share for the
three and six months ended June 30, 2008, these adjustments have been made in the calculation of
diluted FFO per share for these periods.
On January 1, 2009, the Company adopted FASB Staff Position EITF 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” (FSP EITF
03-6-1). This FSP requires unvested share-based payment awards with non-forfeitable rights to
receive dividends to be considered participating securities for the purposes of applying the
two-class method of calculating earnings per share. Accordingly, the Company’s nonvested share
awards are included in the calculation of earnings per share and prior-period data that was
computed using the treasury stock method and has been adjusted retrospectively, which lowered basic
and diluted FFO per share by $0.01 for the three months ended June 30, 2008 and lowered basic FFO
per share by $0.02 and diluted FFO per share by $0.01 for the six months ended June 30, 2008.
ENTERTAINMENT PROPERTIES TRUST
Reconciliation of Net Income Available to Common Shareholders to Funds From Operations (A)
(Unaudited, Dollars in thousands except per share data)
Reconciliation of Net Income Available to Common Shareholders to Funds From Operations (A)
(Unaudited, Dollars in thousands except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
Net income available to common shareholders of Entertainment Properties
Trust |
$ | 20,152 | $ | 23,859 | 37,930 | $ | 45,370 | |||||||||
Subtract: Noncontrolling interest |
(1,746 | ) | (537 | ) | (3,070 | ) | (1,069 | ) | ||||||||
Add: Real estate depreciation and amortization |
11,642 | 10,138 | 24,076 | 20,639 | ||||||||||||
Add: Allocated share of joint venture depreciation |
66 | 69 | 131 | 381 | ||||||||||||
FFO available to
common shareholders
of Entertainment
Properties Trust |
30,114 | 33,529 | 59,067 | 65,321 | ||||||||||||
FFO available to common shareholders of Entertainment Properties Trust |
30,114 | 33,529 | 59,067 | 65,321 | ||||||||||||
Add: Preferred dividends for Series C |
— | 1,941 | — | 3,881 | ||||||||||||
Diluted FFO
available to common
shareholders of
Entertainment
Properties Trust |
30,114 | 35,470 | 59,067 | 69,202 | ||||||||||||
FFO per common share attributable to Entertainment Properties Trust: |
||||||||||||||||
Basic |
$ | 0.86 | $ | 1.10 | 1.70 | $ | 2.23 | |||||||||
Diluted |
0.86 | 1.08 | 1.70 | 2.19 | ||||||||||||
Shares used for computation (in thousands): |
||||||||||||||||
Basic |
34,970 | 30,577 | 34,678 | 29,351 | ||||||||||||
Diluted |
34,992 | 32,827 | 34,686 | 31,574 | ||||||||||||
Weighted average shares outstanding-
diluted EPS |
34,992 | 30,913 | 34,686 | 29,663 | ||||||||||||
Effect of dilutive Series C preferred shares |
— | 1,914 | — | 1,911 | ||||||||||||
Adjusted weighted average shares
outstanding — diluted |
34,992 | 32,827 | 34,686 | 31,574 | ||||||||||||
Other financial information: |
||||||||||||||||
Straight-lined rental revenue |
$ | 584 | 1,067 | 1,145 | 1,893 | |||||||||||
Dividends per common share |
$ | 0.65 | 0.84 | 1.30 | 1.68 | |||||||||||
FFO payout ratio (1) |
76 | % | 78 | % | 76 | % | 77 | % | ||||||||
| (1) | FFO payout ratio is calculated by dividing dividends per common share by FFO per diluted common share. |
| (A) | 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 Generally Accepted Accounting Principles (GAAP). 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 revised 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. |
ENTERTAINMENT PROPERTIES TRUST
Condensed Consolidated Balance Sheets
(Dollars in thousands)
Condensed Consolidated Balance Sheets
(Dollars in thousands)
| As of | As of | |||||||
| June 30, 2009 | December 31, 2008 | |||||||
| (unaudited) | ||||||||
Assets |
||||||||
Rental properties, net |
$ | 1,745,000 | $ | 1,735,026 | ||||
Property under development |
22,847 | 30,835 | ||||||
Mortgage notes and related accrued interest
receivable |
538,632 | 508,506 | ||||||
Investment in a direct financing lease, net |
167,945 | 166,089 | ||||||
Investment in joint ventures |
2,457 | 2,493 | ||||||
Cash and cash equivalents |
16,202 | 50,082 | ||||||
Restricted cash |
14,551 | 11,004 | ||||||
Intangible assets, net |
10,188 | 12,400 | ||||||
Deferred financing costs, net |
14,010 | 10,741 | ||||||
Accounts and notes receivable, net |
73,241 | 73,312 | ||||||
Other assets |
36,504 | 33,437 | ||||||
Total assets |
$ | 2,641,577 | $ | 2,633,925 | ||||
Liabilities and Shareholders’ Equity |
||||||||
Accounts payable and accrued liabilities |
$ | 27,122 | $ | 35,665 | ||||
Dividends payable |
30,284 | 34,929 | ||||||
Unearned rents and interest |
12,836 | 8,312 | ||||||
Long-term debt |
1,225,356 | 1,262,368 | ||||||
Total liabilities |
1,295,598 | 1,341,274 | ||||||
Entetainment Properties Trust shareholders’ equity |
1,333,845 | 1,277,434 | ||||||
Noncontrolling interests |
12,134 | 15,217 | ||||||
Total liabilities and shareholders’ equity |
$ | 2,641,577 | $ | 2,633,925 | ||||
About Entertainment Properties Trust
Entertainment Properties Trust (NYSE:EPR) is a real estate investment trust (REIT) that develops,
owns, leases, and finances properties for consumer-preferred, high-quality businesses. EPR’s
investments are guided by a focus on inflection opportunities that are associated with or support
enduring uses, excellent executions, attractive economics, and an advantageous market position. Our
total assets exceed $2.6 billion and include megaplex movie theatres and entertainment retail
centers, as well as other destination recreational and specialty investments. Further information
is available at www.eprkc.com or from Jon Weis at 888-EPR-REIT or info@eprkc.com.
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by
reference herein constitute 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. You can
find many of these statements by looking for words such as “will be,” “continue,” “hope,” “goal,”
“forecast,” “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans”
“would,” “may” or other similar expressions contained or incorporated by reference herein. 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 “Item 1A.
Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, 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 hereof 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.