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8-K - FORM 8-K - EPR PROPERTIES | d8k.htm |
EX-99.2 - SUPPLEMENTAL OPERATING AND FINANCIAL DATA - EPR PROPERTIES | dex992.htm |
Exhibit 99.1
ENTERTAINMENT PROPERTIES TRUST REPORTS
SECOND QUARTER RESULTS
Kansas City, MO, July 29, 2010 Entertainment Properties Trust (NYSE:EPR) today announced operating results for the second quarter and six months ended June 30, 2010.
Total revenue was $77.6 million for the second quarter of 2010 compared to $63.7 million for the same quarter in 2009. Net income available to common shareholders was $8.0 million, or $0.18 per diluted common share, for the second quarter of 2010 compared to net income available to common shareholders of $20.2 million, or $0.58 per diluted common share, for the same quarter in 2009. Funds From Operations (FFO) for the second quarter of 2010 was $21.7 million, or $0.48 per diluted common share, compared to FFO of $30.1 million, or $0.86 per diluted common share, for the same quarter in 2009. Results for the second quarter of 2010 include a charge of $15.6 million or $0.35 per diluted share, associated with the Companys early retirement of debt in conjunction with its unsecured bond offering and new unsecured credit facility. Excluding this charge, FFO per diluted share was $0.83 for the second quarter of 2010.
For the six months ended June 30, 2010, total revenue was $150.4 million compared to $127.2 million for the same period in 2009. Net income available to common shareholders for the six months ended June 30, 2010 was $30.6 million, or $0.69 per diluted share, versus $37.9 million, or $1.09 per diluted share, for the same period last year. FFO for the six months ended June 30, 2010 was $55.5 million, or $1.26 per diluted share, compared to FFO of $59.1 million, or $1.70 per diluted share, in the year ago period.
David Brain, President and CEO, commented, We have had an extremely productive quarter from both a capital markets and investment portfolio perspective. The Company became a rated credit in conjunction with issuing $250 million of unsecured bonds with investment grade ratings, upsized our line of credit on significantly more favorable terms and issued $141 million of equity. Our balance sheet and liquidity position are excellent, with access to a new source of capital, low leverage and a very manageable debt maturity schedule. Mr. Brain continued, With the transactions executed this quarter, we have already exceeded our investment goal for the year and believe that our flexible capital structure will further enhance our ability to profitably grow the Company as we go forward.
A reconciliation of FFO and the items impacting results follow:
(dollars in millions, except per share amounts)
2nd Quarter 2010 | Six Months Ended June 30, 2010 |
||||||||||||||
Amount | FFO/share | Amount | FFO/share | ||||||||||||
Costs associated with loan refinancing (1) |
$ | 15.6 | $ | 0.35 | $ | 15.6 | $ | 0.35 | |||||||
Transaction costs |
0.1 | | 7.6 | 0.17 | |||||||||||
Provision for loan losses |
| | 0.7 | 0.02 | |||||||||||
Total charges |
15.7 | 0.35 | 23.9 | 0.54 | |||||||||||
Gain on acquisition |
| | (8.5 | ) | (0.19 | ) | |||||||||
Net adjustments |
15.7 | 0.35 | 15.4 | 0.35 | |||||||||||
FFO |
21.7 | 0.48 | 55.5 | 1.26 | |||||||||||
Add net adjustments |
15.7 | 0.35 | 15.4 | 0.35 | |||||||||||
FFO as adjusted |
$ | 37.4 | $ | 0.83 | $ | 70.9 | $ | 1.61 | |||||||
Dividends declared per common share |
$ | 0.65 | $ | 1.30 | |||||||||||
FFO payout ratio, as adjusted |
78 | % | 81 | % |
(1) | Includes $0.4 million of costs associated with loan refinancing included in discontinued operations. |
Portfolio Highlights
As of June 30, 2010, the Companys real estate portfolio consisted of 107 megaplex theatres (including two joint venture properties) totaling approximately 8.7 million square feet, and restaurant, retail and other destination recreation and specialty properties totaling 4.4 million square feet. The Company also owned 27 public charter schools, and seven vineyards totaling approximately 1,580 acres and nine wineries totaling approximately 840 thousand square feet. In addition, as of June 30, 2010, the Companys real estate mortgage loan portfolio had a carrying value of $305.0 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, 2010, the Companys megaplex theatres were 100% occupied, and its overall real estate portfolio was 98% occupied.
Theatres
While the box office growth slowed somewhat in the second quarter, total U.S. year-to-date box office receipts for 2010 remain strong, up approximately 4% compared to the prior year.
Ski
Ski assets performed well in the 2009-10 winter ski season with final numbers indicating skier visits were up 8% and total revenue was up 6%. Interest coverage on these properties improved from 1.8x in the prior fiscal year to 2.2x in the current fiscal year.
Vineyards
On June 15, 2010, the Company completed the sale of a ten acre vineyard and winery facility in Napa Valley, California for $6.5 million recognizing a loss on sale of $0.9 million. The Company paid in full its mortgage note payable of $4.6 million on the property in conjunction with the sale.
Investment Update
The Companys investment spending in the second quarter totaled $153.0 million bringing the total for the six months ended to approximately $310.0 million. The Companys significant investment activity in the second quarter is summarized below:
On May 1, 2010, the Company contributed an additional $14.9 million to its joint venture, Atlantic-EPR I, to pay off the Partnerships long term debt at its maturity of May 1, 2010. The Company expects to earn a priority return of 15% on its additional contribution per the partnership agreement.
On June 11, 2010, the Company acquired 12 theatre properties for a total investment of $124.4 million. The properties are located in Texas, Colorado, Indiana and California, have a total 192 screens and are comprised of an aggregate of approximately 864,530 square feet of space located on 139 acres. The theatres are operated by Cinemark USA and are leased under triple-net leases.
Capital Markets and Balance Sheet Update
On May 11, 2010, the Company issued 3.6 million common shares at a purchase price of $41.00 per share in a registered public offering. Total net proceeds after underwriting discounts and expenses were approximately $141.0 million.
On June 21, 2010, the Company prepaid its $56.3 million mortgage note related to Concord Resort that was scheduled to mature in September 2010. On June 30, 2010, the Company closed its offering of $250.0 million in senior unsecured 7.75% notes due 2020. The issuance price was 98.290% of the notes principal amount. The Company also entered into a new $320.0 million unsecured revolving credit facility simultaneously with the note offering replacing its former $215.0 million secured revolving credit facility. The new unsecured revolving credit facility contains an accordion feature, whereby the total amount of the facility may be increased to $420.0 million
subject to lender approval. The new unsecured credit facility matures on December 1, 2013, and carries an interest rate dependent on credit ratings which was 300 basis points over LIBOR upon closing, a 50 basis point reduction in the spread from the former facility with no LIBOR floor.
The Company used the net proceeds from the debt offering and the new unsecured revolving credit facility to repay the entire outstanding balance of its existing secured revolving credit facility, its existing term loan credit facility, its Toronto Dundas Square credit facility, and to pay fees and expenses associated with the early repayment of such facilities. Of the $15.6 million in expense recognized in the second quarter related to the refinancing, approximately $6.0 million was non-cash.
Upon completion of the above transactions, the Company has addressed all of its debt maturities for the next two years, and has a debt to gross assets ratio of 38% at June 30, 2010. In addition, at June 30, 2010 there was in excess of $185 million of unrestricted cash on hand and availability under the revolver.
Cappelli Settlement
As previously announced, on June 18, 2010, the Company entered into a series of agreements with Mr. Cappelli and several of his affiliates and mutually released and settled all claims, obligations and liabilities, including all pending litigation. As a result of the settlement, the Concord resort land and the New Rochelle (New Roc) entertainment retail center are now wholly-owned properties of the Company, and the Company no longer has an interest in City Center, an entertainment retail center in White Plains, New York. A gain was recorded of $4 thousand related to the settlement and is included in other income.
Dividend Information
On June 17, 2010, the Company declared a regular quarterly cash dividend of $0.65 per common share, which was paid on July 15, 2010 to common shareholders of record on June 30, 2010. 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.
Guidance Update
The Company is revising its 2010 investment spending guidance from $300 million to $350 million.
The Company is also revising its 2010 guidance for FFO as adjusted per diluted share to $3.30 to $3.40 from the previous guidance of $3.30 to $3.45. This guidance reflects the Companys lower leverage as a result of the equity offering and settlement with Cappelli in the second quarter, as well as recent debt transactions and expected investment spending for 2010 of $350 million. Including the charge of $0.35 per diluted share for costs associated with loan refinancing, the guidance for FFO per diluted share is $2.95 to $3.05.
Quarterly Supplemental
The Companys supplemental information package for the second quarter and six months ended June 30, 2010 is available on the Companys website at www.eprkc.com.
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Rental revenue |
$ | 58,018 | $ | 48,207 | $ | 113,045 | $ | 96,153 | ||||||||
Tenant reimbursements |
6,485 | 3,560 | 11,514 | 7,414 | ||||||||||||
Other income |
45 | 728 | 280 | 1,868 | ||||||||||||
Mortgage and other financing income |
13,013 | 11,224 | 25,605 | 21,742 | ||||||||||||
Total revenue |
77,561 | 63,719 | 150,444 | 127,177 | ||||||||||||
Property operating expense |
9,010 | 4,699 | 16,196 | 10,186 | ||||||||||||
Other expense |
143 | 854 | 480 | 1,472 | ||||||||||||
General and administrative expense |
4,633 | 4,239 | 9,722 | 8,285 | ||||||||||||
Interest expense, net |
18,726 | 15,739 | 36,229 | 31,451 | ||||||||||||
Costs associated with loan refinancing |
15,247 | 117 | 15,247 | 117 | ||||||||||||
Transaction costs |
111 | 37 | 7,635 | 116 | ||||||||||||
Provision for loan losses |
| | 700 | | ||||||||||||
Depreciation and amortization |
13,007 | 10,183 | 24,708 | 20,734 | ||||||||||||
Income before equity in income from joint ventures, gain from acquisition and discontinued operations |
16,684 | 27,851 | 39,527 | 54,816 | ||||||||||||
Equity in income from joint ventures |
423 | 225 | 656 | 444 | ||||||||||||
Gain on acquisition |
| | 8,468 | | ||||||||||||
Income from continuing operations |
$ | 17,107 | $ | 28,076 | $ | 48,651 | $ | 55,260 | ||||||||
Discontinued operations: |
||||||||||||||||
Loss from discontinued operations |
(1,425 | ) | (2,080 | ) | (3,879 | ) | (5,170 | ) | ||||||||
Loss on sale of real estate |
(934 | ) | | (934 | ) | | ||||||||||
Net income |
14,748 | 25,996 | 43,838 | 50,090 | ||||||||||||
Net loss attributable to noncontrolling interests |
840 | 1,708 | 1,825 | 2,943 | ||||||||||||
Net income attributable to Entertainment |
||||||||||||||||
Properties Trust |
15,588 | 27,704 | 45,663 | 53,033 | ||||||||||||
Preferred dividend requirements |
(7,552 | ) | (7,552 | ) | (15,103 | ) | (15,103 | ) | ||||||||
Net income available to common shareholders of Entertainment Properties Trust |
$ | 8,036 | $ | 20,152 | $ | 30,560 | $ | 37,930 | ||||||||
Per share data attributable to Entertainment Properties |
||||||||||||||||
Trust common shareholders: |
||||||||||||||||
Basic earnings per share data: |
||||||||||||||||
Income from continuing operations available to common shareholders |
$ | 0.23 | $ | 0.64 | $ | 0.81 | $ | 1.24 | ||||||||
Loss from discontinued operations |
(0.05 | ) | (0.06 | ) | (0.11 | ) | (0.15 | ) | ||||||||
Net income available to common shareholders |
$ | 0.18 | $ | 0.58 | $ | 0.70 | $ | 1.09 | ||||||||
Diluted earnings per share data: |
||||||||||||||||
Income from continuing operations available to common shareholders |
$ | 0.23 | $ | 0.64 | $ | 0.80 | $ | 1.24 | ||||||||
Loss from discontinued operations |
(0.05 | ) | (0.06 | ) | (0.11 | ) | (0.15 | ) | ||||||||
Net income available to common shareholders |
$ | 0.18 | $ | 0.58 | $ | 0.69 | $ | 1.09 | ||||||||
Shares used for computation (in thousands): |
||||||||||||||||
Basic |
44,869 | 34,970 | 43,865 | 34,678 | ||||||||||||
Diluted |
45,214 | 34,992 | 44,185 | 34,686 |
ENTERTAINMENT PROPERTIES TRUST
Reconciliation of Net Income Available to Common Shareholders
to Funds From Operations (FFO) (A)
(Unaudited, Dollars in thousands except per share data)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income available to common shareholders of Entertainment Properties Trust |
$ | 8,036 | $ | 20,152 | $ | 30,560 | $ | 37,930 | ||||||||
Loss on sale of real estate |
934 | | 934 | | ||||||||||||
Real estate depreciation and amortization |
13,527 | 11,642 | 25,800 | 24,076 | ||||||||||||
Allocated share of joint venture depreciation |
67 | 66 | 133 | 131 | ||||||||||||
Noncontrolling interest |
(872 | ) | (1,746 | ) | (1,905 | ) | (3,070 | ) | ||||||||
FFO available to common shareholders of Entertainment Properties Trust |
$ | 21,692 | $ | 30,114 | $ | 55,522 | $ | 59,067 | ||||||||
FFO per common share attributable to Entertainment Properties Trust: |
||||||||||||||||
Basic |
$ | 0.48 | $ | 0.86 | $ | 1.27 | $ | 1.70 | ||||||||
Diluted |
0.48 | 0.86 | 1.26 | 1.70 | ||||||||||||
Shares used for computation (in thousands): |
||||||||||||||||
Basic |
44,869 | 34,970 | 43,865 | 34,678 | ||||||||||||
Diluted |
45,214 | 34,992 | 44,185 | 34,686 | ||||||||||||
Other financial information: |
||||||||||||||||
Straight-line rental revenue |
469 | 584 | 815 | 1,145 | ||||||||||||
Dividends per common share |
$ | 0.65 | $ | 0.65 | $ | 1.30 | $ | 1.30 |
(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) 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 management believes it is useful to provide it 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 the Companys operations, 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. In addition to FFO, we present FFO as adjusted. Management believes it is useful to provide it here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO as adjusted is FFO plus charges for loan losses, costs associated with loan refinancing, impairments and transaction costs. FFO as adjusted is a non-GAAP financial measure. FFO as adjusted 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 the Companys operations, cash flows or liquidity as defined by GAAP. |
The additional 1.9 million common shares that would result from the conversion of the Companys 5.75% Series C cumulative convertible preferred shares and the additional 1.6 million common shares that would result from the conversion of the Companys 9.00% Series E cumulative convertible preferred shares and the corresponding add-back of the preferred dividends declared on those shares are not included in the calculation of diluted earnings per share and FFO per share for the three and six months ended June 30, 2010 and 2009 because the effect is anti-dilutive.
ENTERTAINMENT PROPERTIES TRUST
Condensed Consolidated Balance Sheets
(Dollars in thousands)
As of June 30, 2010 |
As of December 31, 2009 |
||||||
(unaudited) | |||||||
Assets | |||||||
Rental properties, net |
$ | 2,018,042 | $ | 1,854,629 | |||
Land held for development |
184,457 | 4,457 | |||||
Property under development |
7,779 | 8,272 | |||||
Mortgage notes and related accrued interest receivable, net |
304,955 | 522,880 | |||||
Investment in a direct financing lease, net |
216,419 | 169,850 | |||||
Investment in joint ventures |
19,423 | 4,080 | |||||
Cash and cash equivalents |
20,144 | 23,138 | |||||
Restricted cash |
16,351 | 12,857 | |||||
Intangible assets, net |
35,534 | 6,727 | |||||
Deferred financing costs, net |
21,620 | 12,136 | |||||
Accounts receivable, net |
37,195 | 33,289 | |||||
Notes and related accrued interest receivable, net |
5,159 | 7,898 | |||||
Other assets |
23,576 | 20,519 | |||||
Total assets |
$ | 2,910,654 | $ | 2,680,732 | |||
Liabilities and Equity | |||||||
Accounts payable and accrued liabilities |
$ | 37,190 | $ | 28,411 | |||
Dividends payable |
37,774 | 35,432 | |||||
Unearned rents and interest |
9,206 | 7,509 | |||||
Long-term debt |
1,208,567 | 1,141,423 | |||||
Total liabilities |
1,292,737 | 1,212,775 | |||||
Entertainment Properties Trust shareholders equity |
1,589,903 | 1,472,862 | |||||
Noncontrolling interests |
28,014 | (4,905 | ) | ||||
Equity |
1,617,917 | 1,467,957 | |||||
Total liabilities and equity |
$ | 2,910,654 | $ | 2,680,732 | |||
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. EPRs 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. The Companys total assets exceed $2.9 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.