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EPR PROPERTIES - Quarter Report: 2011 September (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                 

Commission File Number: 001-13561

 

 

ENTERTAINMENT PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   43-1790877

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

909 Walnut, Suite 200

Kansas City, Missouri

  64106
(Address of principal executive offices)   (Zip Code)

(816) 472-1700

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At November 2, 2011, there were 46,725,636 common shares of beneficial interest outstanding.

 

 

 


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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of 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”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “expects,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,” “would,” “may” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions in this Quarterly Report on Form 10-Q. In addition, references to our budgeted amounts and guidance are forward looking statements. Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:

 

   

General international, national, regional and local business and economic conditions;

 

   

Failure of current governmental efforts to stimulate the economy;

 

   

The downturn in the credit markets;

 

   

We have made a significant investment in a planned casino and resort development that may not be completed;

 

   

The failure of a bank to fund a request by us to borrow money;

 

   

Failure of banks in which we have deposited funds;

 

   

Defaults in the performance of lease terms by our tenants;

 

   

Defaults by our customers and counterparties on their obligations owed to us;

 

   

A borrower’s bankruptcy or default;

 

   

The obsolescence of older multiplex theatres owned by some of our tenants;

 

   

Risks of our tenants operating in the entertainment industry;

 

   

Our ability to compete effectively;

 

   

A significant number of our megaplex theatre properties are leased by a single tenant;

 

   

A single tenant leases or is the mortgagor of all our ski area investments;

 

   

A significant number of our charter schools are leased by a single tenant;

 

   

Risks associated with use of leverage to acquire properties;

 

   

Financing arrangements that require lump-sum payments;

 

   

Our ability to sustain the rate of growth we have had in recent years;

 

   

Our ability to raise capital;

 

   

Covenants in our debt instruments that limit our ability to take certain actions;

 

   

Risks of acquiring and developing properties and real estate companies;

 

   

The lack of diversification of our investment portfolio;

 

   

Our continued qualification as a REIT;

 

   

The ability of our subsidiaries to satisfy their obligations;

 

   

Financing arrangements that expose us to funding or purchase risks;

 

   

We have a limited number of employees and the loss of personnel could harm operations;

 

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Fluctuations in the value of real estate income and investments;

 

   

Risks relating to real estate ownership, leasing and development, for example local conditions such as an oversupply of space or a reduction in demand for real estate in the area, competition from other available space, whether tenants and users such as customers of our tenants consider a property attractive, changes in real estate taxes and other expenses, changes in market rental rates, the timing and costs associated with property improvements and rentals, changes in taxation or zoning laws or other governmental regulation, whether we are able to pass some or all of any increased operating costs through to tenants, and how well we manage our properties;

 

   

Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;

 

   

Risks involved in joint ventures;

 

   

Risks in leasing multi-tenant properties;

 

   

A failure to comply with the Americans with Disabilities Act or other laws;

 

   

Risks of environmental liability;

 

   

Our real estate investments are relatively illiquid;

 

   

We own assets in foreign countries;

 

   

Risks associated with owning or financing properties for which the tenant’s or mortgagor’s operations may be impacted by weather conditions and climate change;

 

   

Risks associated with the ownership of vineyards;

 

   

Our ability to pay distributions in cash or at current rates;

 

   

Fluctuations in interest rates;

 

   

Fluctuations in the market prices for our shares;

 

   

Certain limits on change in control imposed under law and by our Declaration of Trust and Bylaws;

 

   

Policy changes obtained without the approval of our shareholders;

 

   

Equity issuances could dilute the value of our shares;

 

   

Risks associated with changes in the Canadian exchange rate; and

 

   

Changes in laws and regulations, including tax laws and regulations.

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 Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (“SEC”) on March 1, 2011.

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 of this Quarterly Report on Form 10-Q 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 of this Quarterly Report on Form 10-Q.

 

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TABLE OF CONTENTS

 

          Page  

PART I

     5   

Item 1.

  

Financial Statements

     5   

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     45   

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

     64   

Item 4.

  

Controls and Procedures

     65   

PART II

     66   

Item 1.

  

Legal Proceedings

     66   

Item 1A.

  

Risk Factors

     66   

Item 2.

  

Unregistered Sale of Equity Securities and Use of Proceeds

     66   

Item 3.

  

Defaults Upon Senior Securities

     66   

Item 4.

  

(Removed and Reserved)

     66   

Item 5.

  

Other Information.

     66   

Item 6.

  

Exhibits

     67   

 

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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

ENTERTAINMENT PROPERTIES TRUST

Consolidated Balance Sheets

(Dollars in thousands except share data)

 

     September 30, 2011     December 31, 2010  
     (Unaudited)        
Assets     

Rental properties, net of accumulated depreciation of $322,736 and $296,784 at September 30, 2011 and December 31, 2010, respectively

   $ 1,798,947      $ 2,020,191   

Rental properties held for sale, net

     4,696        6,432   

Land held for development

     184,457        184,457   

Property under development

     15,075        5,967   

Mortgage notes and related accrued interest receivable, net

     315,204        305,404   

Investments in direct financing leases, net

     253,344        226,433   

Investment in joint ventures

     24,667        22,010   

Cash and cash equivalents

     14,302        11,776   

Restricted cash

     28,314        16,279   

Intangible assets, net

     4,670        35,644   

Deferred financing costs, net

     16,768        20,371   

Accounts receivable, net

     34,389        39,814   

Notes and related accrued interest receivable, net

     5,055        5,127   

Other assets

     26,009        23,515   
  

 

 

   

 

 

 

Total assets

   $ 2,725,897      $ 2,923,420   
  

 

 

   

 

 

 
Liabilities and Equity     

Liabilities:

    

Accounts payable and accrued liabilities

   $ 38,029      $ 56,488   

Common dividends payable

     32,707        30,253   

Preferred dividends payable

     6,002        7,551   

Unearned rents and interest

     13,599        6,691   

Long-term debt

     1,138,839        1,191,179   
  

 

 

   

 

 

 

Total liabilities

     1,229,176        1,292,162   

Equity:

    

Common shares, $.01 par value; 75,000,000 shares authorized;
and 48,060,470 and 47,769,422 shares issued at September 30, 2011 and December 31, 2010, respectively

     480        477   

Preferred shares, $.01 par value; 25,000,000 shares authorized:

    

0 and 3,200,000 Series B shares issued at September 30, 2011 and December 31, 2010, respectively; liquidation preference of $80,000,000

     —          32   

5,400,000 Series C convertible shares issued at September 30, 2011 and December 31, 2010; liquidation preference of $135,000,000

     54        54   

4,600,000 Series D shares issued at September 30, 2011 and December 31, 2010; liquidation preference of $115,000,000

     46        46   

3,450,000 Series E convertible shares issued at September 30, 2011 and December 31, 2010; liquidation preference of $86,250,000

     35        35   

Additional paid-in-capital

     1,717,702        1,785,371   

Treasury shares at cost: 1,335,879 and 1,226,472 common shares at September 30, 2011 and December 31, 2010, respectively

     (44,834     (39,762

Accumulated other comprehensive income

     22,699        38,842   

Distributions in excess of net income

     (227,493     (181,856
  

 

 

   

 

 

 

Entertainment Properties Trust shareholders’ equity

     1,468,689        1,603,239   
  

 

 

   

 

 

 

Noncontrolling interests

     28,032        28,019   
  

 

 

   

 

 

 

Equity

     1,496,721        1,631,258   
  

 

 

   

 

 

 

Total liabilities and equity

   $ 2,725,897      $ 2,923,420   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ENTERTAINMENT PROPERTIES TRUST

Consolidated Statements of Income

(Unaudited)

(Dollars in thousands except per share data)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
         2011             2010             2011             2010      

Rental revenue

   $ 56,849      $ 56,795      $ 168,255      $ 163,338   

Tenant reimbursements

     4,419        4,153        13,596        12,443   

Other income

     165        235        320        485   

Mortgage and other financing income

     14,562        13,295        41,881        38,900   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     75,995        74,478        224,052        215,166   

Property operating expense

     5,960        6,675        18,709        17,975   

Other expense

     629        340        1,823        716   

General and administrative expense

     4,555        4,076        15,127        13,795   

Costs associated with loan refinancing

     —          —          6,163        11,383   

Interest expense, net

     17,911        19,227        54,021        53,067   

Transaction costs

     148        11        1,497        376   

Provision for loan losses

     —          —          —          700   

Impairment charges

     —          —          27,115        —     

Depreciation and amortization

     12,036        11,582        35,887        33,457   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before equity in income from joint ventures and discontinued operations

     34,756        32,567        63,710        83,697   

Equity in income from joint ventures

     676        706        2,231        1,362   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

   $ 35,432      $ 33,273      $ 65,941      $ 85,059   

Discontinued operations:

        

Income (loss) from discontinued operations

     115        1,572        1,990        (6,640

Impairment charges

     —          —          (8,941     —     

Gain on acquisition

     —          —          —          8,468   

Transaction costs

     —          —          —          (7,270

Gain (loss) on sale of real estate

     16        198        18,309        (736
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     35,563        35,043        77,299        78,881   

Add: Net loss (income) attributable to noncontrolling interests

     (11     (34     (13     1,791   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Entertainment Properties Trust

     35,552        35,009        77,286        80,672   

Preferred dividend requirements

     (7,034     (7,552     (22,138     (22,655

Series B preferred share redemption costs

     (2,769     —          (2,769     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders of Entertainment Properties Trust

   $ 25,749      $ 27,457      $ 52,379      $ 58,017   
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data attributable to Entertainment Properties Trust common shareholders:

        

Basic earnings per share data:

        

Income from continuing operations

   $ 0.55      $ 0.55      $ 0.88      $ 1.39   

Income (loss) from discontinued operations

     —          0.04        0.24        (0.09
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders

   $ 0.55      $ 0.59      $ 1.12      $ 1.30   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share data:

        

Income from continuing operations

   $ 0.55      $ 0.55      $ 0.88      $ 1.38   

Income (loss) from discontinued operations

     —          0.03        0.24        (0.09
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders

   $ 0.55      $ 0.58      $ 1.12      $ 1.29   
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used for computation (in thousands):

        

Basic

     46,680        46,511        46,611        44,757   

Diluted

     46,918        46,809        46,874        45,037   

See accompanying notes to consolidated financial statements.

 

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ENTERTAINMENT PROPERTIES TRUST

Consolidated Statement of Changes in Equity

Nine Months Ended September 30, 2011

(Unaudited)

(Dollars in thousands)

 

     Entertainment Properties Trust Shareholders               
     Common Stock      Preferred Stock     Additional
paid-in
capital
    Treasury
shares
    Accumulated
other

comprehensive
income
    Distributions
in excess of
net income
    Noncontrolling
Interests
     Total  
     Shares      Par      Shares     Par               

Balance at December 31, 2010

     47,769,422      $ 477        16,650,000     $ 167     $ 1,785,371     $ (39,762   $ 38,842     $ (181,856   $ 28,019       $ 1,631,258   

Restricted share units issued to Trustees

     10,519        —           —          —          502       —          —          —          —           502   

Issuance of nonvested shares, including nonvested shares issued for the payment of bonuses

     137,020        1        —          —          1,967       —          —          —          —           1,968   

Amortization of nonvested shares

     —           —           —          —          3,178       —          —          —          —           3,178   

Share option expense

     —           —           —          —          562       —          —          —          —           562   

Foreign currency translation adjustment

     —           —           —          —          —          —          (2,679     —          —           (2,679

Foreign currency translation gain reclassified from accumulated other comprehensive income into earnings from the substantial liquidation of foreign net assets

     —           —           —          —          —          —          (23,236     —          —           (23,236

Change in unrealized gain/loss on derivatives

     —           —           —          —          —          —          5,186        —          —           5,186   

Loss reclassified from accumulated other comprehensive income into earnings from termination of interest rate swaps

     —           —           —          —          —          —          4,586        —          —           4,586   

Net income

     —           —           —          —          —          —          —          77,286        13         77,299   

Purchase of 66,368 common shares for treasury

     —           —           —          —          —          (3,070     —          —          —           (3,070

Issuances of common shares

     8,313        1        —          —          384       —          —          —          —           385   

Redemption of Series B preferred shares

     —           —           (3,200,000     (32     (77,229     —          —          (2,769     —           (80,030

Stock option exercises, net

     135,196        1        —          —          2,967       (2,002     —          —          —           966   

Dividends to common and preferred shareholders

     —           —           —          —          —          —          —          (120,154     —           (120,154
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at September 30, 2011

     48,060,470       $ 480         13,450,000      $ 135      $ 1,717,702      $ (44,834   $ 22,699      $ (227,493   $ 28,032       $ 1,496,721   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

See accompanying notes to consolidated financial statements.

 

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ENTERTAINMENT PROPERTIES TRUST

Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in thousands)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
         2011           2010             2011             2010      

Net income

   $ 35,563      $ 35,043      $ 77,299      $ 78,881   

Other comprehensive income:

        

Foreign currency translation adjustment

     (12,237     13,939        (2,679     7,090   

Change in unrealized gain (loss) on derivatives

     9,032        (5,139     5,186        (4,738
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     32,358        43,843        79,806        81,233   

Comprehensive loss (income) attributable to the noncontrolling interests

     (11     (34     (13     1,791   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Entertainment Properties Trust

   $ 32,347      $ 43,809      $ 79,793      $ 83,024   
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ENTERTAINMENT PROPERTIES TRUST

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

 

     Nine Months Ended September 30,  
     2011     2010  

Operating activities:

    

Net income

   $ 77,299      $ 78,881   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Provision for loan losses

     —          700   

Non-cash impairment charges

     27,115        —     

Loss (income) from discontinued operations

     (11,358     6,178   

Costs associated with loan refinancing (non-cash portion)

     1,759        3,067   

Equity in income from joint ventures

     (2,231     (1,362

Distributions from joint ventures

     2,176        1,651   

Depreciation and amortization

     35,887        33,457   

Amortization of deferred financing costs

     2,821        3,346   

Share-based compensation expense to management and trustees

     4,211        3,522   

Decrease (increase) in restricted cash

     1,225        (478

Increase in mortgage notes accrued interest receivable

     (410     (828

Decrease (increase) in accounts receivable, net

     848        (3,006

Decrease in notes receivable accrued interest

     72        28   

Increase in direct financing lease receivable

     (3,795     (3,504

Increase in other assets

     (2,565     (3,539

Increase (decrease) in accounts payable and accrued liabilities

     (1,434     5,438   

Decrease in unearned rents and interest

     (124     (622
  

 

 

   

 

 

 

Net operating cash provided by continuing operations

     131,496        122,929   

Net operating cash provided by discontinued operations

     3,955        4,211   
  

 

 

   

 

 

 

Net cash provided by operating activities

     135,451        127,140   
  

 

 

   

 

 

 

Investing activities:

    

Acquisition of rental properties and other assets

     (46,427     (129,043

Proceeds from sale of real estate

     1,700        —     

Investment in unconsolidated joint ventures

     (3,245     (15,647

Investment in mortgage notes receivable

     (9,390     (5,247

Cash paid related to Cappelli settlement

     —          (4,586

Investment in direct financing leases, net

     (2,118     (51,833

Additions to properties under development

     (44,230     (3,172
  

 

 

   

 

 

 

Net cash used by investing activities of continuing operations

     (103,710     (209,528

Net cash used by other investing activities of discontinued operations

     (58     (112,312

Net proceeds from sale of real estate from discontinued operations

     224,912        6,301   
  

 

 

   

 

 

 

Net cash provided (used) by investing activities

     121,144        (315,539
  

 

 

   

 

 

 

Financing activities:

    

Proceeds from long-term debt facilities

     328,000        740,225   

Principal payments on long-term debt

     (379,428     (572,007

Deferred financing fees paid

     (1,002     (11,579

Redemption of preferred shares

     (80,030     —     

Net proceeds from issuance of common shares

     195        141,095   

Impact of stock option exercises, net

     966        (982

Purchase of common shares for treasury

     (3,070     (2,182

Contribution paid from noncontrolling interests

     —          11   

Dividends paid to shareholders

     (119,164     (108,549
  

 

 

   

 

 

 

Net cash provided (used) by financing activities of continuing operations

     (253,533     186,032   

Net cash used by financing activities of discontinued operations

     —          (6,285
  

 

 

   

 

 

 

Net cash provided (used) by financing activities

     (253,533     179,747   

Effect of exchange rate changes on cash

     (536     374   
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     2,526        (8,278

Cash and cash equivalents at beginning of the period

     11,776        23,138   
  

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   $ 14,302      $ 14,860   
  

 

 

   

 

 

 

 

Supplemental information continued on next page.

 

 

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ENTERTAINMENT PROPERTIES TRUST

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

 

     Nine Months Ended September 30,  
     2011     2010  

Supplemental schedule of non-cash activity:

    

Transfer of property under development to rental property

   $ 20,529      $ 3,717   

Transfer of property under development to investments in direct financing leases

   $ 14,571      $ —     

Acquisition of real estate in exchange for assumption of debt at fair value

   $ 4,109      $ —     

Issuance of nonvested shares and restricted share units at fair value, including nonvested shares issued for payment of bonuses

   $ 6,785      $ 4,718   

Receipt of 86,056 common shares in payment of shareholder loans

   $ —        $ 3,261   

Supplemental disclosure of cash flow information:

    

Cash paid during the period for interest

   $ 57,652      $ 49,489   

Cash paid (received) during the period for income taxes

   $ (212   $ 206   

See accompanying notes to consolidated financial statements.

 

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ENTERTAINMENT PROPERTIES TRUST

Notes to Consolidated Financial Statements (Unaudited)

1. Organization

Description of Business

Entertainment Properties Trust (the Company) is a Maryland real estate investment trust (REIT) organized on August 29, 1997. The Company develops, owns, leases and finances megaplex theatres, entertainment retail centers (centers generally anchored by an entertainment component such as a megaplex theatre and containing other entertainment-related or retail properties), public charter schools and destination recreational and specialty properties. The Company’s properties are located in the United States and Canada.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. In addition, operating results for the nine month period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

The Company consolidates certain entities if it is deemed to be the primary beneficiary in a variable interest entity (VIE), as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic on Consolidation. The Topic on Consolidation requires the consolidation of VIEs in which an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. This topic requires an ongoing reassessment of and eliminates the quantitative approach previously required for determining whether a company is the primary beneficiary and requires enhanced disclosures on variable interest entities. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary as defined in the Consolidation Topic of the FASB ASC, or does not have effective control, but can exercise influence over the entity with respect to its operations and major decisions.

The Company reports its noncontrolling interests as required by the Consolidation Topic of the FASB ASC. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of income, revenues, expenses and net income or loss

 

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from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Consolidated statements of changes in shareholders’ equity are included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for equity, noncontrolling interests and total equity. The Company does not have any redeemable noncontrolling interests under the scope of the Distinguishing Liabilities from Equity guidance of the FASB ASC.

The consolidated balance sheet as of December 31, 2010 has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (SEC) on March 1, 2011.

Revenue Recognition

Rents that are fixed and determinable are recognized on a straight-line basis over the minimum terms of the leases. Base rent escalation on leases that are dependent upon increases in the Consumer Price Index (CPI) is recognized when known. In addition, most of the Company’s tenants are subject to additional rents if gross revenues of the properties exceed certain thresholds defined in the lease agreements (percentage rents). Percentage rents as well as participating interest for those mortgage agreements that contain similar such clauses are recognized at the time when specific triggering events occur as provided by the lease or mortgage agreements. Rental revenue included percentage rents of $1.0 million and $1.5 million for the nine months ended September 30, 2011 and 2010, respectively. Mortgage and other financing income included participating interest income of $0.4 million for the nine months ended September 30, 2011. No participating interest income was recognized for the nine months ended September 30, 2010. Lease termination fees are recognized when the related leases are canceled and the Company has no obligation to provide services to such former tenants. Termination fees of $1.1 million were recognized during the nine months ended September 30, 2011 of which $1.0 million has been classified within discontinued operations. See Note 16 for further details. No termination fees were recognized during the nine months ended September 30, 2010.

Direct financing lease income is recognized on the effective interest method to produce a level yield on funds not yet recovered. Estimated unguaranteed residual values at the date of lease inception represent management’s initial estimates of fair value of the leased assets at the expiration of the lease, not to exceed original cost. Significant assumptions used in estimating residual values include estimated net cash flows over the remaining lease term and expected future real estate values. The Company evaluates on an annual basis (or more frequently if necessary) the collectability of its direct financing lease receivable and unguaranteed residual value to determine whether they are impaired. A direct financing lease receivable is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. When a direct financing lease receivable is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the direct financing lease receivable’s effective interest rate or to the fair value of the underlying collateral, less costs to sell, if such receivable is collateralized.

Rental Properties

Rental properties are carried at cost less accumulated depreciation. Costs incurred for the acquisition and development of the properties are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which generally are estimated to be 40 years for buildings and 3 to 25 years for furniture, fixtures and equipment. Tenant

 

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improvements, including allowances, are depreciated over the shorter of the base term of the lease or the estimated useful life. Expenditures for ordinary maintenance and repairs are charged to operations in the period incurred. Significant renovations and improvements which improve or extend the useful life of the asset are capitalized and depreciated over their estimated useful life.

Management reviews a property for impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. The review of recoverability is based on an estimate of undiscounted future cash flows expected to result from its use and eventual disposition. If impairment exists due to the inability to recover the carrying value of the property, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value.

The Company evaluates the held-for-sale classification of its real estate each quarter. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value less costs to sell. Assets are generally classified as held for sale once management has initiated an active program to market them for sale and has received a firm purchase commitment that is expected to close within one year. The results of operations of these real estate properties are reflected as discontinued operations in all periods reported. On occasion, the Company will receive unsolicited offers from third parties to buy individual Company properties. Under these circumstances, the Company will classify the properties as held for sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance.

Allowance for Doubtful Accounts

The Company makes quarterly estimates of the collectability of its accounts receivable related to base rents, tenant escalations (straight-line rents), reimbursements and other revenue or income. The Company specifically analyzes trends in accounts receivable, historical bad debts, customer credit worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of its allowance for doubtful accounts. In addition, when customers are in bankruptcy, the Company makes estimates of the expected recovery of pre-petition administrative and damage claims. These estimates have a direct impact on the Company’s net income.

Mortgage Notes and Other Notes Receivable

Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans originated by the Company and the related accrued and unpaid interest income as of the balance sheet date. Mortgage notes and other notes receivable are initially recorded at the amount advanced to the borrower and the Company defers certain loan origination and commitment fees, net of certain origination costs, and amortizes them over the term of the related loan. Interest income on performing loans is accrued as earned. The Company evaluates the collectability of both interest and principal of each of its loans to determine whether it is impaired. A loan is considered to be impaired when, based on current information and events, the Company determines that it is probable that it will be unable to collect all amounts due according to the existing contractual terms. An insignificant delay or shortfall in amounts of payments does not necessarily result in the loan being identified as impaired. When a loan is considered to be impaired, the amount of loss, if any, is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the Company’s interest in the underlying collateral, less costs to sell, if the loan is collateral dependent. For impaired loans, interest income is recognized on a cash basis, unless the Company determines based on the loan to estimated fair value ratio the loan

 

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should be on the cost recovery method, and any cash payments received would then be reflected as a reduction of principal. Interest income recognition is recommenced if and when the impaired loan becomes contractually current and performance is demonstrated to be resumed.

Concentrations of Risk

American Multi-Cinema, Inc. (AMC) is the lessee of a substantial portion (36%) of the megaplex theatre rental properties held by the Company (including joint venture properties) at September 30, 2011 as a result of a series of sale leaseback transactions pertaining to a number of AMC megaplex theatres. A substantial portion of the Company’s total revenues (approximately $79.2 million or 35% and $79.9 million or 37% for the nine months ended September 30, 2011 and 2010, respectively) result from the revenue by AMC under the leases, or its parent, AMC Entertainment, Inc. (AMCE), as the guarantor of AMC’s obligations under the leases. AMCE had total assets of $3.7 billion and $3.7 billion, total liabilities of $3.4 billion and $2.9 billion and total stockholders’ equity of $360 million and $761 million at March 31, 2011 and April 1, 2010, respectively. AMCE had a net loss of $122.9 million for the fifty-two weeks ended March 31, 2011, net earnings of $69.8 million for the fifty-two weeks ended April 1, 2010 and a net loss of $81.2 million for the fifty-two weeks ended April 2, 2009. In addition, AMCE had net earnings of $285 thousand for the thirteen weeks ended June 30, 2011. AMCE has publicly held debt and the foregoing financial information was reported in its consolidated financial information which is publicly available.

For the nine months ended September 30, 2011 and 2010, approximately $32.0 million or 14%, and $30.2 million or 14%, respectively, of total revenue was derived from the Company’s four entertainment retail centers in Ontario, Canada. The Company acquired Toronto Dundas Square, a 13-level entertainment retail center located in downtown Toronto, consisting of 330,000 square feet of net rentable area and a signage business consisting of 25,000 square feet of digital and static signage, on March 4, 2010. As further described in Note 5, on March 29, 2011, the Company sold this entertainment retail center and accordingly, the results of operations of the property have been classified within discontinued operations. The Company’s wholly owned subsidiaries that hold the four Canadian entertainment retail centers and third-party debt represent approximately $139.4 million or 9% of the Company’s net assets as of September 30, 2011. The Company’s wholly owned subsidiaries that hold the Canadian entertainment retail centers (including Toronto Dundas Square) and third-party debt represent approximately $355.2 million or 22% of the Company’s net assets as of December 31, 2010.

Share-Based Compensation

Share-based compensation to employees of the Company is determined pursuant to the Annual Incentive Program and the Long-Term Incentive Plan. Share-based compensation to non-employee Trustees of the Company is determined pursuant to the director compensation program. Prior to May 9, 2007, all common shares and options to purchase common shares (share options) were issued under the 1997 Share Incentive Plan. The 2007 Equity Incentive Plan was approved by shareholders at the May 9, 2007 annual meeting and this plan replaced the 1997 Share Incentive Plan.

Share based compensation expense consists of share option expense, amortization of nonvested share grants, and shares and share units issued to non-employee Trustees for payment of their annual retainers. Share based compensation is included in general and administrative expense in the accompanying consolidated statements of income, and totaled $4.2 million and $3.5 million for the nine months ended September 30, 2011 and 2010, respectively.

 

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Share Options

Share options are granted to employees pursuant to the Long-Term Incentive Plan and to non-employee Trustees for their service to the Company. The fair value of share options granted is estimated at the date of grant using the Black-Scholes option pricing model. Share options granted to employees vest over a period of four to five years and share option expense for these options is recognized on a straight-line basis over the vesting period. Share options granted to non-employee Trustees vest immediately but may not be exercised for a period of one year from the grant date. Share option expense for non-employee Trustees is recognized on a straight-line basis over the year of service by the non-employee Trustees.

The expense related to share options included in the determination of net income for the nine months ended September 30, 2011 and 2010 was $562 thousand and $503 thousand, respectively. The following assumptions were used in applying the Black-Scholes option pricing model at the grant dates: risk-free interest rate of 2.5% to 3.1% and 2.6% to 3.1% for the nine months ended September 30, 2011 and 2010, respectively, dividend yield of 6.4% and 6.6% for the nine months ended September 30, 2011 and 2010, respectively, volatility factors in the expected market price of the Company’s common shares of 39.8% and 39.5% for the nine months ended September 30, 2011 and 2010, respectively, no expected forfeitures and an expected life of eight years. The Company uses historical data to estimate the expected life of the option and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Additionally, expected volatility is computed based on the average historical volatility of the Company’s publicly traded shares.

Nonvested Shares Issued to Employees

The Company grants nonvested shares to employees pursuant to both the Annual Incentive Program and the Long-Term Incentive Plan. The Company amortizes the expense related to the nonvested shares awarded to employees under the Long-Term Incentive Plan and the premium awarded under the nonvested share alternative of the Annual Incentive Program on a straight-line basis over the future vesting period (three to five years). Total expense recognized related to shares issued to employees was $3.2 million and $2.7 million for the nine months ended September 30, 2011 and 2010, respectively.

Restricted Share Units Issued to Non-Employee Trustees

The Company issues restricted share units to non-employee Trustees for payment of their annual retainers. The fair value of the share units granted was based on the share price at the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. This expense was amortized by the Company on a straight-line basis over the year of service by the non-employee Trustees. Total expense recognized related to such shares issued to non-employee Trustees was $367 thousand and $327 thousand for the nine months ended September 30, 2011 and 2010, respectively.

Derivative Instruments

The Company has acquired certain derivative instruments to reduce exposure to fluctuations in foreign currency exchange rates and variable interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These derivatives consist of foreign currency forward contracts, cross currency swaps and interest rate swaps.

 

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The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Reclassifications

Certain reclassifications have been made to the prior period amounts to conform to the current period presentation.

3. Rental Properties

The following table summarizes the carrying amounts of rental properties as of September 30, 2011 and December 31, 2010 (in thousands):

 

     September 30, 2011     December 31, 2010  

Buildings and improvements

   $ 1,573,989      $ 1,707,180   

Furniture, fixtures & equipment

     54,738        71,866   

Land

     492,956        537,929   
  

 

 

   

 

 

 
     2,121,683        2,316,975   

Accumulated depreciation

     (322,736     (296,784
  

 

 

   

 

 

 

Total

   $ 1,798,947      $ 2,020,191   
  

 

 

   

 

 

 

Depreciation expense on rental properties was $33.6 million and $32.9 million for the nine months ended September 30, 2011 and 2010, respectively.

4. Impairment Charges

During the three months ended June 30, 2011, the Company entered into an agreement to sell one of its vineyard and winery properties. During the three months ended March 31, 2011, the Company recorded an impairment charge of $1.8 million, which is the amount that the carrying value of the assets exceeds the estimated fair market value. The sale of this property is expected to close within a year. This asset has been classified as held for sale in the accompanying consolidated balance sheet and the results of operations have been classified within discontinued operations. See Note 16 for further details.

During the three months ended June 30, 2011, the Company engaged outside brokers to list all of

 

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its winery and vineyard properties for sale or lease with the primary focus on selling all of these assets within the next two years. Management estimated the fair values of these properties taking into account various factors, including the shortened holding period, current market conditions as well as independent appraisals prepared as of June 30, 2011 for most of the properties utilizing a leased fee or fee simple approach as applicable. It was determined that the carrying value of seven of the Company’s vineyard and winery properties exceeded the estimated fair values by $34.3 million, and an impairment charge was recorded in the second quarter for this amount. Subsequent to June 30, 2011, one of these properties was sold. Accordingly, the related results of operations including the impairment charge of $7.1 million for this property have been classified within discontinued operations. See Note 16 for further details.

5. Investments and Dispositions

On January 31, 2011, the Company funded $2.1 million in development costs for expansion of one of its existing public charter school properties. This amount is included in investment in direct financing lease, net in the accompanying consolidated balance sheet which is further discussed in Note 6.

On March 3, 2011, the Company acquired four theatre properties for a total investment of $36.8 million pursuant to a sale-leaseback transaction. The theatre properties are located in New Hampshire and Maine and contain an aggregate of 56 screens. The theatre properties are leased to Cinemagic pursuant to lease agreements that are structured as a triple net lease with the tenant responsible for all taxes, costs and expenses arising from the use or operation of the properties. As a part of this transaction, the Company assumed a mortgage note payable on one of the four theatres with an outstanding balance of $3.8 million and a fair value of $4.1 million at the acquisition date. See Note 9 for further discussion of this mortgage note payable.

On March 29, 2011 the Company sold its Toronto Dundas Square entertainment retail center and related signage business in downtown Toronto. The gross sale proceeds were approximately $226 million Canadian (CAD) and the net sales proceeds, after selling costs, were $222.7 million CAD. The acquirer did not purchase any of the pre-acquisition receivables, payables or accrued liabilities and the purchase and sale agreement called for the establishment of $15.3 million CAD of escrow accounts primarily for the payment of previously accrued property taxes. This amount has been netted against the net proceeds from sale of real estate from discontinued operations in the consolidated statement of cash flows for the nine months ended September 30, 2011. The net proceeds from this sale, after the aforementioned escrows, were converted to U.S. dollars primarily through a foreign currency forward contract that was entered into on February 3, 2011 and designated as a net investment hedge. This forward contract allowed the Company to sell $200 million CAD for $201.5 million U.S. The Company used the proceeds to pay down its revolving line of credit and recorded a net gain of $18.3 million U.S. on the sale of real estate, including the impact of foreign currency and the settlement of the forward contract. The results of operations of the project have been classified within discontinued operations retroactively through the first quarter of 2010 as the project was purchased on March 4, 2010 (see Note 16 for further details). During the third quarter of 2011, approximately $8.8 million CAD was paid from reserves leaving an outstanding balance of $6.5 million CAD at September 30, 2011. As of September 30, 2011, the Company’s consolidated balance sheet includes $7.1 million CAD of assets and $6.7 million CAD of liabilities related to Toronto Dundas Square; however, the Company has no significant continuing involvement with the ownership or operation of the project.

 

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In conjunction with the sale by Ascentia Wine Estates (Ascentia) of the Gary Farrell brand and related inventory assets on April 28, 2011, the Company elected to sell its winery assets to the same buyer. As a result, the Company terminated its lease on these assets with Ascentia and was paid $2.0 million in outstanding receivables and a $1.0 million lease termination fee that is included in income from discontinued operations in the accompanying consolidated statements of income for the nine months ended September 30, 2011. In addition, the Company received $6.5 million from the buyer for its winery assets, which was equal to the net book value of such assets. This transaction was contemplated by the modification agreement between the Company and Ascentia dated January 13, 2011. The results of operations of this property have been classified within discontinued operations. See Note 16 for further details.

On July 29, 2011, the Company acquired the improvements and ground lease interest of the Pinstripes entertainment facility in Northbrook, Illinois for a purchase price of approximately $7.0 million. The 34,000 square foot facility, which has been operating for more than a year, features bowling, bocce, upscale food and beverage, and other entertainment offerings. The facility is leased to Pinstripes Northbrook under a 15-year triple-net lease, with additional options to renew, and is guaranteed by Pinstripes, Inc.

On August 2, 2011, the Company acquired development land in Colorado for a purchase price of $1.1 million. As a part of this transaction, the Company has agreed to finance an additional $7.0 million for construction of a public charter school that will be leased to HighMark Development (HighMark) under a long-term triple-net lease commencing upon completion of the development.

During the three months ended September 30, 2011, the Company completed development of three public charter school properties that are also leased to HighMark under long-term triple-net leases; one located in Arizona and two in Colorado. The total combined development cost for these three public charter schools was approximately $21.0 million, which is included in investment in direct financing lease, net, in the accompanying consolidated balance sheet. See Note 6 for further details.

During the three months ended September 30, 2011, the Company completed development of a public charter school property located in Louisiana that is leased under a long-term triple-net lease to Charter Schools Development Corporation. The total development cost (including land and building) was approximately $6.7 million.

During the three months ended September 30, 2011, the Company completed development of a public charter school property located in Arizona that is leased under a long-term triple-net lease to Phoenix Charter Properties, LLC. The total development cost (including land and building) was approximately $5.5 million.

During the three months ended September 30, 2011, the Company completed development of a public charter school property located in Arizona that is leased under a long-term triple-net lease to American Leadership Academy. The total development cost (including land and building) was approximately $9.3 million.

During the nine months ended September 30, 2011, the Company advanced $9.4 million under its secured mortgage loan agreements with SVV I, LLC and an affiliate of SVV I, LLC (together SVVI) to provide for additional improvements made to the Kansas City, Kansas and Texas water-parks. The carrying value of this mortgage note receivable at September 30, 2011 was $178.8 million.

 

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On August 16, 2011, the Company completed the sale of the tasting room portion of its Buena Vista winery facility in Sonoma California for $1.7 million and no gain or loss on sale was recognized.

On September 20, 2011, the Company completed the sale of a 60 acre vineyard and winery facility in Paso Robles, California, for $13.3 million and a gain on sale of $16 thousand was recognized during the three months ended September 30, 2011. As further detailed in Note 16, the results of operations of the property have been classified within discontinued operations.

6. Investments in Direct Financing Leases

Investments in direct financing leases relate to the Company’s master lease with Imagine Schools, Inc. related to 27 public charter school properties and the Company’s lease agreements with HighMark related to three public charter school properties. Investments in direct financing leases, net, represents estimated unguaranteed residual values of leased assets and net unpaid rentals, less related deferred income. The following table summarizes the carrying amounts of investments in direct financing leases, net, as of September 30, 2011 and December 31, 2010 (in thousands):

 

     September 30, 2011     December 31, 2010  

Total minimum lease payments receivable

   $ 757,053      $ 699,069   

Estimated unguaranteed residual value of leased assets

     236,879        213,885   

Less deferred income (1)

     (740,588     (686,521
  

 

 

   

 

 

 

Investments in direct financing leases, net

   $ 253,344      $ 226,433   
  

 

 

   

 

 

 

 

(1) Deferred income is net of $1.9 million and $1.8 million of initial direct costs at September 30, 2011 and December 31, 2010, respectively.

Additionally, the Company determined that no allowance for losses related to the direct financing leases was necessary at September 30, 2011 or December 31, 2010.

The Company’s direct financing leases have expiration dates ranging from approximately 21 to 25 years. Future minimum rentals receivable on direct financing leases at September 30, 2011 are as follows (in thousands):

 

     Amount  

Year:

  

2011

   $ 6,207   

2012

     25,307   

2013

     26,007   

2014

     26,745   

2015

     27,547   

Thereafter

     645,240   
  

 

 

 

Total

   $ 757,053   
  

 

 

 

 

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7. Accounts Receivable, Net

The following table summarizes the carrying amounts of accounts receivable, net, as of September 30, 2011 and December 31, 2010 (in thousands):

 

     September 30, 2011     December 31, 2010  

Receivable from tenants

   $ 9,115      $ 11,634   

Receivable from non-tenants

     410        155   

Receivable from Canada Revenue Agency

     829        3,293   

Straight-line rent receivable

     25,935        27,003   

Deferred rent receivable (1)

     4,420        4,420   

Allowance for doubtful accounts

     (6,320     (6,691
  

 

 

   

 

 

 

Total

   $ 34,389      $ 39,814   
  

 

 

   

 

 

 

 

(1) Rent deferral payments of $3.4 million are guaranteed by a private equity firm. During the year ended December 31, 2010, the Company also granted an additional rent deferral of $1.0 million that is not guaranteed by the private equity firm. This amount has been fully reserved at September 30, 2011. Rent deferral payments are due on or before June 9, 2012 and bear interest at 8.7%.

8. Unconsolidated Real Estate Joint Ventures

At September 30, 2011, the Company had a 36.0% and 25.7% investment interest in two unconsolidated real estate joint ventures, Atlantic-EPR I and Atlantic-EPR II, respectively. The Company accounts for its investment in these joint ventures under the equity method of accounting.

On May 1, 2010, the Company contributed an additional $14.9 million in equity to Atlantic-EPR I to pay off the Partnership’s long-term debt at its maturity. Pursuant to the partnership agreement, the Company is entitled to earn a priority return of 15% on its additional contribution. Accordingly, the Company recognized income of $1.9 million and $1.3 million from its investment in the Atlantic-EPR I joint venture during the first nine months of 2011 and 2010, respectively. The Company also received distributions from Atlantic-EPR I of $1.9 million and $1.3 million during the first nine months of 2011 and 2010, respectively. Unaudited condensed financial information for Atlantic-EPR I is as follows as of and for the nine months ended September 30, 2011 and 2010 (in thousands):

 

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     2011      2010  

Rental properties, net

   $ 26,185       $ 26,829  

Cash

     677         1  

Partners’ equity

     26,943         26,980  

Rental revenue

     2,958         3,368  

Net income

     738         1,483  

The Company recognized income of $279 and $261 (in thousands) from its investment in the Atlantic-EPR II joint venture during the first nine months of 2011 and 2010, respectively. The Company also received distributions from Atlantic-EPR II of $310 and $290 (in thousands) during the first nine months of 2011 and 2010, respectively. Unaudited condensed financial information for Atlantic-EPR II is as follows as of and for the nine months ended September 30, 2011 and 2010 (in thousands):

 

     2011      2010  

Rental properties, net

   $ 20,691       $ 21,152  

Cash

     159         131  

Long-term debt (due September 2013)

     12,320         12,689  

Note payable to Entertainment Properties Trust

     117         117  

Partners’ equity

     8,116         8,230  

Rental revenue

     2,167         2,167  

Net income

     1,040         1,023  

The joint venture agreements for Atlantic-EPR I and Atlantic-EPR II allow the Company’s partner, Atlantic of Hamburg, Germany (“Atlantic”), to exchange up to a maximum of 10% of its ownership interest per year in each of the joint ventures for common shares of the Company or, at the Company’s discretion, the cash value of those shares as defined in each of the joint venture agreements. During 2010, the Company paid Atlantic cash of $679 and $186 (in thousands) in exchange for additional ownership of 3.1% and 1.6% for Atlantic-EPR I and Atlantic-EPR II, respectively. During the nine months ended September 30, 2011, the Company has paid Atlantic cash of $1.8 million and $0.3 million in exchange for additional ownership of 8.0% and 2.0% for Atlantic-EPR I and Atlantic-EPR II, respectively. These exchanges did not impact total partners’ equity in either Atlantic-EPR I or Atlantic-EPR II.

In addition, as of September 30, 2011 and December 31, 2010, the Company had invested $4.2 million and $2.9 million, respectively, in unconsolidated joint ventures for three theatre projects located in China. The Company recognized income of $54 and a loss of $180 (in thousands) from its investment in these joint ventures for the nine months ended September 30, 2011 and 2010, respectively.

9. Long-Term Debt

On February 7, 2011, the Company paid in full the eight term loans outstanding under its vineyard and winery facility totaling $86.2 million. In connection with the payment in full of the term loans, the related interest rate swaps were terminated at a cost of $4.6 million. Additionally, deferred financing costs, net of accumulated amortization, of $1.8 million were written off as part of this loan prepayment.

On March 3, 2011, the Company assumed a mortgage note payable of $3.8 million in conjunction

 

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with the acquisition of a theatre property. The note matures on July 1, 2017 and requires monthly principal and interest payments of approximately $28 thousand with a final principal payment at maturity of approximately $3.2 million. The note was recorded at fair value upon acquisition which was estimated to be $4.1 million. The fair value of the note was determined by discounting the future cash flows of the note using an estimated current market rate of 5.29%. Based on this input, the Company determined that its valuation of this note was classified within Level 2 of the fair value hierarchy.

During March 2011, the Company exercised a portion of the accordion feature on its unsecured revolving credit facility. As a result of this exercise, the Company’s unsecured revolving credit facility capacity was expanded from $320.0 million to $382.5 million. As further discussed in Note 19, as of October 13, 2011, the Company refinanced its unsecured revolving credit facility.

On June 22, 2011, the Company completed its offer to exchange its $250 million aggregate principal amount of 7.750% senior notes due 2020, which were issued in a private placement (the original notes), for an equal principal amount of its 7.750% senior notes due 2020, which have been registered under the Securities Act of 1933, as amended. Pursuant to the exchange offer, $250 million aggregate principal amount, or 100%, of the original notes were validly tendered and accepted for exchange. The exchange offer was made to satisfy the Company’s obligations under a registration rights agreement entered into on June 30, 2010 in connection with the issuance of the original notes, and does not represent a new financing transaction.

10. Variable Interest Entities

The Company’s variable interest in VIEs currently are in the form of equity ownership and loans provided by the Company to a VIE or other partner. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, and level of economic disproportionality between the Company and the other partner(s).

Consolidated VIEs

As of September 30, 2011, the carrying amounts of the VIEs’ assets that were consolidated totaled $22.6 million. Those assets are owned by the VIEs, not the Company. A VIE’s assets can only be used to settle obligations of a VIE. The VIEs are not guarantors of the Company’s debts. In addition, the assets held by a VIE usually are collateral for that VIE’s debt, if any.

The Company’s consolidated VIEs consist of a 50% interest in Suffolk Retail LLC, which owns an entertainment retail center in Suffolk, Virginia as well as two other 50% joint ventures to explore certain investment opportunities.

Unaudited financial information including the carrying amounts and classification of these VIEs’ significant assets and liabilities are as follows as of and for the nine months ended September 30, 2011(in thousands):

 

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Rental properties, net

   $  18,731   

Property under development

     3,036   

Other assets

     751   

Total assets

     22,561   

Total liabilities

     124   

Noncontrolling interests

     4   

Total revenue

     1,042   

Net income

     158   

Unconsolidated VIE

At September 30, 2011, the Company’s recorded investment in SVVI, a VIE that is unconsolidated, was $178.8 million. This amount represents the Company’s maximum exposure to loss as it is the amount committed by the Company per the mortgage note agreements plus related accrued interest receivable of $409 thousand at September 30, 2011.

While this entity is a VIE, the Company has determined that the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance is not held by the Company. The Company does not have the power to direct these activities. Additionally, the Company does not have the right to receive benefits (beyond its interest payments per the note agreement) and does not have the obligation to absorb losses of SVVI, as its equity at risk is limited to the amount invested in the note.

11. Derivative Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to the effect of changes in foreign currency exchange rates and interest rates on its LIBOR based borrowings. The Company limits this risk by following established risk management policies and procedures including the use of derivatives. The Company’s objective in using derivatives is to add stability to reported earnings and to manage its exposure to foreign exchange and interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps, cross currency swaps and foreign currency forwards.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements on its LIBOR based borrowings. To accomplish this objective, the Company has used interest rate swaps as its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During the year ended December 31, 2010, the Company terminated three of its interest rate swap agreements in connection with the payoff of the related debt. These interest rate swaps had a combined outstanding notional amount of $118.6 million at termination and $8.7 million was reclassified into earnings as an expense during the year ended December 31, 2010, as the forecasted future transactions were no longer probable. On February 7, 2011, the remaining interest rate swap agreements were terminated as the related loan agreements were paid in full. These interest rate swaps had a combined notional amount of $87.7 million at termination and $4.6 million was reclassified into earnings as an expense during the nine months ended September 30, 2011, as the forecasted future transactions were no longer probable.

 

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Cash Flow Hedges of Foreign Exchange Risk

The Company is exposed to foreign currency exchange risk against its functional currency, the U.S. dollar, on its four Canadian properties. The Company uses cross currency swaps and foreign currency forwards to mitigate its exposure to fluctuations in the CAD to U.S. dollar exchange rate on its Canadian properties. These foreign currency derivatives should hedge a significant portion of the Company’s expected CAD denominated cash flow of the Canadian properties through February 2014 as their impact on the Company’s cash flow when settled should move in the opposite direction of the exchange rates utilized to translate revenues and expenses of these properties.

At September 30, 2011, the Company’s cross-currency swaps had a fixed notional value of $76.0 million CAD and $71.5 million U.S. The net effect of these swaps is to lock in an exchange rate of $1.05 CAD per U.S. dollar on approximately $13 million of annual CAD denominated cash flows on the properties through February 2014.

Additionally, the Company has entered into foreign currency forward agreements to hedge the currency fluctuations related to the cash flows of these properties. These foreign currency forwards settled or settle at the end of each month from April to December 2011 and lock in an exchange rate of $0.99 CAD per U.S. dollar on approximately $500 thousand of monthly CAD denominated cash flows.

The effective portion of changes in the fair value of foreign currency derivatives designated and that qualify as cash flow hedges of foreign exchange risk is recorded in accumulated other comprehensive income (AOCI) and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative, as well as amounts excluded from the assessment of hedge effectiveness, is recognized directly in earnings. No hedge ineffectiveness on foreign currency derivatives has been recognized for the nine months ended September 30, 2011.

Net Investment Hedges

As discussed above, the Company is exposed to fluctuations in foreign exchange rates on its four Canadian properties. As such, the Company uses currency forward agreements to hedge its exposure to changes in foreign exchange rates. Currency forward agreements involve fixing the CAD to U.S. dollar exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in US dollars for their fair value at or close to their settlement date. In order to hedge the net investment in four of the Canadian properties, the Company entered into a forward contract with a fixed notional value of $100 million CAD and $96.1 million U.S. with a February 2014 settlement which coincides with the maturity of the Company’s underlying mortgage on these properties. The exchange rate of this forward contract is approximately $1.04 CAD per U.S. dollar. This forward contract should hedge a significant portion of the Company’s CAD denominated net investment in these four centers through February 2014 as the impact on AOCI from marking the derivative to market should move in the opposite direction of the translation adjustment on the net assets of these four Canadian properties.

In addition, on February 3, 2011, in order to hedge the foreign currency exposure related to the proceeds from the March 29, 2011 sale of a Canadian property, the Company entered into a forward contract to sell $200 million CAD for $201.5 million U.S. dollars. The contract settled in conjunction with the sale of the property on March 29, 2011 and the $4.3 million loss related to the settlement was recognized with the gain on sale of the property.

 

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For foreign currency derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in AOCI as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. No hedge ineffectiveness on net investment hedges has been recognized for the nine months ended September 30, 2011. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated.

See Note 12 for disclosure relating to the fair value of the Company’s derivative instruments. Below is a summary of the effect of derivative instruments on the consolidated statements of changes in equity and income for the three and nine months ended September 30, 2011 and 2010:

 

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Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and

Income for the Three and Nine Months Ended September 30, 2011 and 2010

(Unaudited, dollars in thousands)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  

Description

       2011             2010             2011             2010      

Interest Rate Swaps

        

Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)

     —          (1,809     (4,125     (17,831

Amount of Income (Expense) Reclassified from AOCI into Earnings (Effective Portion) (1)

     —          (665     (4,722     (12,896

Amount of Gain (Loss) Recognized in Earnings on Derivative (Ineffective Portion)

     —          —          —          —     

Cross Currency Swaps

        

Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)

     2,373        (1,357     894        (354

Amount of Income (Expense) Reclassified from AOCI into Earnings (Effective Portion) (2)

     (172     (20     (671     (49

Amount of Gain (Loss) Recognized in Earnings on Derivative (Ineffective Portion)

     —          —          —          —     

Currency Forward Agreements

        

Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)

     6,483        (2,648     (1,294     512   

Amount of Income (Expense) Reclassified from AOCI into Earnings (Effective Portion) (3)

     (4     10        (4,318     10   

Amount of Gain (Loss) Recognized in Earnings on Derivative (Ineffective Portion)

     —          —          —          —     

Total

        

Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)

     8,856        (5,814     (4,525     (17,673

Amount of Income (Expense) Reclassified from AOCI into Earnings (Effective Portion)

     (176     (675     (9,711     (12,935

Amount of Gain (Loss) Recognized in Earnings on Derivative (Ineffective Portion)

     —          —          —          —     

 

(1) $4.6 million included in Costs associated with loan refinancing and $137 thousand included in Interest expense in the accompanying consolidated statements of income for the nine months ended September 30, 2011. $8.7 million included in Costs associated with loan refinancing in the accompanying consolidated statements of income for the nine months ended September 30, 2010. $0.7 million and $4.2 million included in Interest expense in the accompanying consolidated statements of income for the three and nine months ended September 30, 2010, respectively.
(2) Included in Other expense in the accompanying consolidated statements of income.
(3) $4.3 million included in Gain on sale of real estate in the accompanying consolidated statements of income for the nine months ended September 30, 2011. $4 thousand and $56 thousand included in Other expense in the accompanying consolidated statements of income for the three and nine months ended September 30, 2011, respectively.

Credit-Risk-Related Contingent Features

As of September 30, 2011, the Company had no derivatives in a liability position related to these agreements.

12. Fair Value Disclosures

The Company has certain financial instruments that are required to be measured under the FASB’s Fair Value Measurements and Disclosures guidance. The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from

 

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sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Derivative Financial Instruments

The Company uses interest rate swaps, foreign currency forwards and cross currency swaps to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives also utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of September 30, 2011, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives and therefore, has classified its derivatives as Level 2 within the fair value reporting hierarchy.

The table below presents the Company’s assets measured at fair value on a recurring basis as of September 30, 2011, aggregated by the level in the fair value hierarchy within which those measurements are classified and by derivative type.

 

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Assets Measured at Fair Value on a Recurring Basis at September 30, 2011

(Unaudited, dollars in thousands)

 

Description

   Quoted Prices in
Active Markets
for Identical
Assets (Level I)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level 3)
     Balance at
September 30,
2011
 

Cross Currency

           

Swaps*

   $ —         $ 152       $ —         $ 152   

Currency Forward

           

Agreements*

   $ —         $ 1,377       $ —         $ 1,377   

 

* Included in “Other assets” in the accompanying consolidated balance sheet.

Non-Recurring Fair Value Measurements

The table below presents the Company’s assets and liabilities measured at fair value on a non-recurring basis during the nine months ended September 30, 2011, aggregated by the level in the fair value hierarchy within which those measurements fall.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis During the

Nine Months Ended September 30, 2011

(Unaudited, dollars in thousands)

 

Description

   Quoted Prices in
Active Markets
for Identical
Assets (Level I)
     Significant
Other
Observable
Inputs (Level 2)
     Significant
Unobservable
Inputs (Level 3)
     Total  

Rental properties, net

   $ —         $ —         $ 134,186       $ 134,186   

Long-term debt

   $ —         $ 4,109       $ —         $ 4,109   

As further discussed in Note 4, during the nine months ended September 30, 2011, the Company recorded impairment charges of $36.1 million relating to adjustments to the carrying value of several of the Company’s winery and vineyard properties. The adjustment is the amount that the carrying value of the assets exceeds the estimated fair market value. Management estimated the fair values of these properties taking into account various factors, including the shortened holding period, current market conditions as well as independent appraisals prepared as of June 30, 2011 for most of the properties utilizing a leased fee or fee simple approach as applicable. Based on this input, the Company determined that its valuation of this investment was classified within Level 3 of the fair value hierarchy.

On March 3, 2011, the Company assumed a mortgage note payable of $3.8 million in conjunction with the acquisition of a theatre property. The note was recorded at fair value upon acquisition which was estimated to be $4.1 million. The fair value of the note was determined by discounting the future cash flows of the note using an estimated current market rate of 5.29%. Based on this input, the Company determined that its valuation of this note was classified within Level 2 of the fair value hierarchy.

Fair Value of Financial Instruments

Management compares the carrying value and the estimated fair value of the Company’s financial instruments. The following methods and assumptions were used by the Company to estimate the fair value of each class of financial instruments at September 30, 2011:

 

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Mortgage notes receivable and related accrued interest receivable:

The fair value of the Company’s mortgage notes and related accrued interest receivable is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2011, the Company had a carrying value of $315.2 million in fixed rate mortgage notes receivable outstanding, including related accrued interest, with a weighted average interest rate of approximately 8.44%. The fixed rate mortgage notes bear interest at rates of 7.00% to 10.46%. Discounting the future cash flows for fixed rate mortgage notes receivable using an estimated weighted average market rate of 10.04%, management estimates the fair value of the fixed rate mortgage notes receivable to be approximately $288.4 million at September 30, 2011.

Investment in a direct financing lease, net:

The fair value of the Company’s investment in a direct financing lease as of September 30, 2011 is estimated by discounting the future cash flows of the instrument using current market rates. At September 30, 2011, the Company had an investment in a direct financing lease with a carrying value of $253.3 million and a weighted average effective interest rate of 11.93%. The investment in direct financing lease bears interest at effective interest rates of 10.85% to 12.38%. The carrying value of the investment in a direct financing lease approximates the fair market value at September 30, 2011.

Cash and cash equivalents, restricted cash:

Due to the highly liquid nature of our short term investments, the carrying values of our cash and cash equivalents and restricted cash approximate the fair market values.

Accounts receivable, net:

The carrying values of accounts receivable approximate the fair market value at September 30, 2011.

Notes and related accrued interest receivable, net:

The fair value of the Company’s notes and related accrued interest receivable as of September 30, 2011 is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2011, the Company had a carrying value of $5.1 million in fixed rate notes receivable outstanding, including related accrued interest and net of loan loss reserve, with a weighted average interest rate of approximately 8.41%. The fixed rate notes bear interest at rates of 6.00% to 15.00%. Discounting the future cash flows for fixed rate notes receivable using an estimated market rate of 9.41%, management estimates the fair value of the fixed rate notes receivable to be approximately $4.9 million at September 30, 2011.

Derivative instruments:

Derivative instruments are carried at their fair market value.

Debt instruments:

The fair value of the Company’s debt as of September 30, 2011 is estimated by discounting the future cash flows of each instrument using current market rates. At September 30, 2011, the Company had a carrying value of $205.6 million in variable rate debt outstanding with an average weighted interest rate of approximately 3.07%. Discounting the future cash flows for variable rate debt using an estimated market rate of 2.08%, management estimates the fair value of the variable rate debt to be approximately $215.3 million at September 30, 2011.

 

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At September 30, 2011, the Company had a carrying value of $924.0 million in fixed rate long-term debt outstanding with an average weighted interest rate of approximately 6.54%. Discounting the future cash flows for fixed rate debt using an estimated market rate of 6.24%, management estimates the fair value of the fixed rate debt to be approximately $935.8 million at September 30, 2011.

At September 30, 2011, the Company had a capital lease obligation with a carrying value of $9.2 million. The carrying value of the capital lease obligation approximates the fair market value at September 30, 2011.

Accounts payable and accrued liabilities:

The carrying value of accounts payable and accrued liabilities approximates fair value due to the short term maturities of these amounts.

Common and preferred dividends payable:

The carrying values of common and preferred dividends payable approximate fair value due to the short term maturities of these amounts.

13. Redemption of Series B Preferred Shares

On August 31, 2011, the Company completed the redemption of all 3.2 million outstanding shares of its 7.75% Series B preferred shares. The shares were redeemed at a redemption price of $25.32 per share. This price is the sum of the $25.00 per share liquidation preference and a quarterly dividend per share of $0.484375 prorated through the redemption date. In conjunction with the redemption, the Company recognized a charge representing the original issuance costs that were paid in 2005 and other redemption related expenses. The Series B preferred share redemption costs, which reduced net income available to common shareholders for the three and nine months ended September 30, 2011, were $2.8 million.

 

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14. Earnings Per Share

The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2011 and 2010 (unaudited, amounts in thousands except per share information):

 

     Three Months Ended September 30, 2011      Nine Months Ended September 30, 2011  
     Income
(numerator)
    Shares
(denominator)
     Per Share
Amount
     Income
(numerator)
    Shares
(denominator)
     Per Share
Amount
 

Basic EPS:

               

Income from continuing operations

   $ 35,432            $ 65,941        

Less: preferred dividend requirements and redemption costs

     (9,803           (24,907     

Noncontrolling interest adjustments

     (11           (13     
  

 

 

         

 

 

      

Income from continuing operations available to common shareholders

   $ 25,618        46,680       $ 0.55       $ 41,021        46,611       $ 0.88   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Income from discontinued operations available to common shareholders

   $ 131            $ 11,358        

Noncontrolling interest adjustments

     —                —          
  

 

 

         

 

 

      

Income from discontinued operations

   $ 131        46,680         —         $ 11,358        46,611         0.24   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net income available to common shareholders

   $ 25,749        46,680       $ 0.55       $ 52,379        46,611       $ 1.12   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Diluted EPS:

               

Income from continuing operations available to common shareholders

   $ 25,618        46,680          $ 41,021        46,611      

Effect of dilutive securities:

               

Share options

     —          238            —          263      
  

 

 

   

 

 

       

 

 

   

 

 

    

Income from continuing operations available to common shareholders

   $ 25,618        46,918       $ 0.55       $ 41,021        46,874       $ 0.88   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Income from discontinued operations available to common shareholders

   $ 131        46,918         —         $ 11,358        46,874         0.24   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net income available to common shareholders

   $ 25,749        46,918       $ 0.55       $ 52,379        46,874       $ 1.12   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

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     Three Months Ended September 30, 2010      Nine Months Ended September 30, 2010  
     Income
(numerator)
    Shares
(denominator)
     Per Share
Amount
     Income
(numerator)
    Shares
(denominator)
     Per Share
Amount
 

Basic EPS:

               

Income from continuing operations

   $ 33,273            $ 85,059        

Less: preferred dividend requirements

     (7,552           (22,655     

Noncontrolling interest adjustments

     (34           (114     
  

 

 

         

 

 

      

Income from continuing operations available to common shareholders

   $ 25,687        46,511       $ 0.55       $ 62,290        44,757       $ 1.39   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Loss from discontinued operations available to common shareholders

   $ 1,770            $ (6,178     

Noncontrolling interest adjustments

     —                1,905        
  

 

 

         

 

 

      

Loss from discontinued operations

   $ 1,770        46,511         0.04       $ (4,273     44,757         (0.09
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net income available to common shareholders

   $ 27,457        46,511       $ 0.59       $ 58,017        44,757       $ 1.30   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Diluted EPS:

               

Income from continuing operations available to common shareholders

   $ 25,687        46,511          $ 62,290        44,757      

Effect of dilutive securities:

               

Share options

     —          298            —          280      
  

 

 

   

 

 

       

 

 

   

 

 

    

Income from continuing operations available to common shareholders

   $ 25,687        46,809       $ 0.55       $ 62,290        45,037       $ 1.38   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Loss from discontinued operations available to common shareholders

   $ 1,770        46,809       $ 0.03       $ (4,273     45,037       $ (0.09
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net income available to common shareholders

   $ 27,457        46,809       $ 0.58       $ 58,017        45,037       $ 1.29   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

The additional 1.9 million common shares that would result from the conversion of the Company’s 5.75% Series C cumulative convertible preferred shares and the additional 1.6 million common shares that would result from the conversion of the Company’s 9.0% 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 for the three and nine months ended September 30, 2011 and 2010 because the effect is anti-dilutive.

15. Equity Incentive Plans

All grants of common shares and options to purchase common shares were issued under the 1997 Share Incentive Plan prior to May 9, 2007, and under the 2007 Equity Incentive Plan on and after May 9, 2007. Under the 2007 Equity Incentive Plan, an aggregate of 1,950,000 common shares, options to purchase common shares and restricted share units, subject to adjustment in the event of certain capital events, may be granted. At September 30, 2011, there were 675,941 shares available for grant under the 2007 Equity Incentive Plan.

Share Options

Share options granted under both the 1997 Share Incentive Plan and the 2007 Equity Incentive Plan have exercise prices equal to the fair market value of a common share at the date of grant. The options may be granted for any reasonable term, not to exceed 10 years, and for employees

 

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typically become exercisable at a rate of 25% per year over a four-year period. For non-employee Trustees, share options are vested upon issuance, however, the share options may not be exercised for a one-year period subsequent to the grant date. The Company generally issues new common shares upon option exercise. A summary of the Company’s share option activity and related information is as follows:

 

     Number of
Shares
    Option Price
Per Share
     Weighted
Average
Exercise Price
 

Outstanding at

       

December 31, 2010

     1,071,096        $16.05 – $65.50       $ 32.00   

Exercised

     (135,196     18.18 –   42.46         21.96   

Granted

     70,266        45.73 –   47.77         46.19   

Forfeited

     (3,333     16.05 –   16.05         16.05   
  

 

 

      

Outstanding at

       

September 30, 2011

     1,002,833        18.18 –   65.50         34.41   
  

 

 

      

The weighted average fair value of options granted was $9.29 and $7.27 during the nine months ended September 30, 2011 and 2010, respectively. The intrinsic value of stock options exercised was $2.9 million and $3.4 million during the nine months ended September 30, 2011 and 2010, respectively. Additionally, the Company repurchased 43,039 shares into treasury shares in conjunction with the stock options exercised during the nine months ended September 30, 2011 with a total value of $2.0 million. At September 30, 2011, stock-option expense to be recognized in future periods was $1.1 million.

The following table summarizes outstanding options at September 30, 2011:

 

Exercise price range

   Options
outstanding
     Weighted avg.
life remaining
     Weighted avg.
exercise price
     Aggregate intrinsic
value (in thousands)
 

$ 18.18 – 19.99

     310,807         7.3         

   20.00 – 29.99

     172,304         1.4         

   30.00 – 39.99

     96,303         4.4         

   40.00 – 49.99

     310,066         5.9         

   50.00 – 59.99

     10,000         6.6         

   60.00 – 65.50

     103,353         5.3         
  

 

 

    

 

 

       
     1,002,833         5.4       $ 34.41       $ 9,030   
  

 

 

    

 

 

       

The following table summarizes exercisable options at September 30, 2011:

 

Exercise price range

   Options
outstanding
     Weighted avg.
life remaining
     Weighted avg.
exercise price
     Aggregate intrinsic
value (in thousands)
 

$ 18.18 – 19.99

     110,679         7.4         

   20.00 – 29.99

     172,304         1.4         

   30.00 – 39.99

     72,189         3.1         

   40.00 – 49.99

     209,978         4.8         

   50.00 – 59.99

     10,000         6.6         

   60.00 – 65.50

     84,686         5.3         
  

 

 

    

 

 

       
     659,836         4.3       $ 36.51       $ 4,845   
  

 

 

    

 

 

       

 

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Table of Contents

Nonvested Shares

A summary of the Company’s nonvested share activity and related information is as follows:

 

     Number of
Shares
    Weighted
Average
Grant  Date
Fair Value
     Weighted
Average
Life
Remaining
 

Outstanding at

       

December 31, 2010

     372,308      $ 33.89      

Granted

     137,020        45.85      

Vested

     (158,465     34.90      
  

 

 

      

Outstanding at

       

September 30, 2011

     350,863        38.11         1.03   
  

 

 

      

The holders of nonvested shares have voting rights and receive dividends from the date of grant. These shares vest ratably over a period of three to five years. The fair value of the nonvested shares that vested during the nine months ended September 30, 2011 and 2010 was $7.3 million and $5.0 million, respectively. At September 30, 2011, unamortized share-based compensation expense related to nonvested shares was $6.6 million.

Restricted Share Units

A summary of the Company’s restricted share unit activity and related information is as follows:

 

     Number of
Shares
    Weighted
Average
Grant Date
Fair Value
     Weighted
Average
Life
Remaining
 

Outstanding at

       

December 31, 2010

     10,506      $ 44.98      

Granted

     10,519        47.77      

Vested

     (10,506     44.98      
  

 

 

      

Outstanding at

       

September 30, 2011

     10,519        47.77         0.61   
  

 

 

      

The holders of restricted share units have voting rights and receive dividends from the date of grant. The share units vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. The settlement date for the shares is selected by the non-employee Trustee, and ranges from one year from the grant date to upon termination of service. At September 30, 2011, unamortized share-based compensation expense related to restricted share units was $293 thousand.

16. Discontinued Operations

Included in discontinued operations for the nine months ended September 30, 2011 and 2010 is the operations of Toronto Dundas Square which was purchased out of receivership on March 4, 2010 and subsequently sold on March 29, 2011, as well as the operations of the Gary Farrell winery sold on April 28, 2011, the Pope Valley winery which was held for sale as of September 30, 2011 and the EOS Winery which was sold on September 20, 2011. In addition, included in

 

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discontinued operations for the three and nine months ended September 30, 2010 are the operations of a ten acre vineyard and winery facility sold on June 15, 2010, a parcel of land including one building sold on July 14, 2010 and the operations of the City Center entertainment retail center in White Plains, New York (City Center). As a result of the settlement with Mr. Cappelli and his affiliates on June 18, 2010, the Company no longer holds an interest in the previously consolidated joint ventures that owned City Center.

The operating results relating to assets disposed of are as follows (unaudited, in thousands):

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
         2011              2010              2011             2010      

Rental revenue

   $ 167       $ 4,165       $ 5,219      $ 14,351   

Tenant reimbursements

     —           2,336         2,409        6,739   

Other income

     —           —           —          31   

Mortgage and other financing income

     —           5         4        5   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total revenue

     167         6,506         7,632        21,126   

Property operating expense

     23         2,960         3,112        11,592   

Other expense

     29         44         125        265   

General and administrative expense

     —           —           —          2   

Costs associated with loan refinancing

     —           —           225        4,236   

Interest expense, net

     —           47         21        5,635   

Transaction costs

     —           —           —          7,270   

Impairment charges

     —           —           8,941        —     

Depreciation and amortization

     —           1,883         2,159        6,036   
  

 

 

    

 

 

    

 

 

   

 

 

 

Income (loss) before gain on acquisition and gain on sale of real estate

     115         1,572         (6,951     (13,910

Gain on acquisition

     —              —          8,468   

Gain (loss) on sale of real estate

     16         198         18,309        (736
  

 

 

    

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ 131       $ 1,770       $ 11,358      $ (6,178
  

 

 

    

 

 

    

 

 

   

 

 

 

17. Other Commitments and Contingencies

As of September 30, 2011, the Company had two theatre development projects and one retail development project under construction for which it has agreed to finance the development costs. At September 30, 2011, the Company has commitments to fund approximately $14.9 million of additional improvements which are expected to be funded in 2011 and early 2012. Development costs are advanced by the Company in periodic draws. If the Company determines that construction is not being completed in accordance with the terms of the development agreements, it can discontinue funding construction draws. The Company has agreed to lease the properties to the operators at pre-determined rates upon completion of construction.

As further discussed in Note 5, the Company has acquired one public charter school property and has agreed to finance the development costs. At September 30, 2011, the Company has commitments to fund approximately $6.4 million of additional improvements for this property which is expected to be funded in 2011 and early 2012. Development costs are advanced by the Company in periodic draws. If the Company determines that construction is not being completed in accordance with the terms of the development agreement, it can discontinue funding construction draws. The Company has agreed to lease the property to the operator at a pre-determined rate upon completion of construction.

 

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The Company has provided a guarantee of the payment of certain economic development revenue bonds related to four theatres in Louisiana for which the Company earns a fee at an annual rate of 1.75% over the 30 year term of the bond. The Company has recorded $3.2 million as a deferred asset included in other assets and $3.2 million included in other liabilities in the accompanying consolidated balance sheet as of September 30, 2011 related to this guarantee. No amounts have been accrued as a loss contingency related to this guarantee because payment by the Company is not probable.

The Company has certain commitments related to its mortgage note investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of its direct control. As of September 30, 2011, the Company had mortgage notes receivable with commitments totaling approximately $28.5 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.

 

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Table of Contents

18. Condensed Consolidating Financial Statements

A portion of our subsidiaries have guaranteed the Company’s indebtedness under the unsecured senior notes and the unsecured revolving credit facility. The guarantees are joint and several, full and unconditional. The following summarizes the Company’s condensed consolidating information as of September 30, 2011 and December 31, 2010 and for the three and nine months ended September 30, 2011 and 2010 (unaudited, in thousands):

Condensed Consolidating Balance Sheet

As of September 30, 2011

 

     Entertainment
Properties Trust
(Issuer)
     Wholly-Owned
Subsidiary
Guarantors
     Non- Guarantor
Subsidiaries
     Consolidated
Elimination
    Consolidated  
Assets              

Rental properties, net

   $ —         $ 653,469       $ 1,145,478       $ —        $ 1,798,947   

Rental properties held for sale, net

     —           —           4,696         —          4,696   

Land held for development

     —           —           184,457         —          184,457   

Property under development

     —           2,209         12,866         —          15,075   

Mortgage notes and related accrued interest receivable, net

     —           315,204         —           —          315,204   

Investments in direct financing leases, net

     —           253,344         —           —          253,344   

Investment in joint ventures

     20,422         —           4,245         —          24,667   

Cash and cash equivalents

     1,733         309         12,260         —          14,302   

Restricted cash

     —           20,786         7,528         —          28,314   

Intangible assets, net

     —           —           4,670         —          4,670   

Deferred financing costs, net

     9,523         4,219         3,026         —          16,768   

Accounts receivable, net

     189         5,721         28,479         —          34,389   

Intercompany notes receivable

     98,484         —           31,394         (129,878     —     

Notes receivable and related accrued interest receivable, net

     173         —           4,882         —          5,055   

Investments in subsidiaries

     1,623,246         —           —           (1,623,246     —     

Other assets

     14,729         2,842         8,438         —          26,009   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total assets

   $ 1,768,499       $ 1,258,103       $ 1,452,419       $ (1,753,124   $ 2,725,897   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
Liabilities and Equity              

Liabilities:

             

Accounts payable and accrued liabilities

   $ 11,101       $ 17,417       $ 9,511       $ —        $ 38,029   

Dividends payable

     38,709         —           —           —          38,709   

Unearned rents and interest

     —           12,121         1,478         —          13,599   

Intercompany notes payable

     —           —           129,878         (129,878     —     

Long-term debt

     250,000         195,000         693,839         —          1,138,839   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total liabilities

     299,810         224,538         834,706         (129,878     1,229,176   

Entertainment Properties Trust shareholders’ equity

     1,468,689         1,033,565         589,681         (1,623,246     1,468,689   

Noncontrolling interests

     —           —           28,032         —          28,032   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total equity

     1,468,689         1,033,565         617,713         (1,623,246     1,496,721   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total liabilities and equity

   $ 1,768,499       $ 1,258,103       $ 1,452,419       $ (1,753,124   $ 2,725,897   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Balance Sheet

As of December 31, 2010

 

     Entertainment
Properties Trust
(Issuer)
     Wholly-Owned
Subsidiary
Guarantors
     Non- Guarantor
Subsidiaries
     Consolidated
Elimination
    Consolidated  
Assets              

Rental properties, net

   $ —         $ 807,891       $ 1,212,300       $ —        $ 2,020,191   

Rental properties held for sale, net

     —           —           6,432         —          6,432   

Land held for development

     —           —           184,457         —          184,457   

Property under development

     —           —           5,967         —          5,967   

Mortgage notes and related accrued interest receivable, net

     —           305,404         —           —          305,404   

Investment in a direct financing lease, net

     —           226,433         —           —          226,433   

Investment in joint ventures

     19,159         —           2,851         —          22,010   

Cash and cash equivalents

     3,356         1,116         7,304         —          11,776   

Restricted cash

     25         7,287         8,967         —          16,279   

Intangible assets, net

     —           29,829         5,815         —          35,644   

Deferred financing costs, net

     9,576         5,011         5,784         —          20,371   

Accounts receivable, net

     110         9,067         30,637         —          39,814   

Intercompany notes receivable

     227,141         —           28,649         (255,790     —     

Notes receivable and related accrued interest receivable, net

     168         —           4,959         —          5,127   

Investments in subsidiaries

     1,634,257         —           —           (1,634,257     —     

Other assets

     15,887         3,625         4,003         —          23,515   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total assets

   $ 1,909,679       $ 1,395,663       $ 1,508,125       $ (1,890,047   $ 2,923,420   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
Liabilities and Equity              

Liabilities:

             

Accounts payable and accrued liabilities

   $ 18,636       $ 26,251       $ 11,601       $ —        $ 56,488   

Dividends payable

     37,804         —           —           —          37,804   

Unearned rents and interest

     —           5,079         1,612         —          6,691   

Intercompany notes payable

     —           132,067         123,723         (255,790     —     

Long-term debt

     250,000         142,000         799,179         —          1,191,179   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total liabilities

     306,440         305,397         936,115         (255,790     1,292,162   

Entertainment Properties Trust shareholders’ equity

     1,603,239         1,090,266         543,991         (1,634,257     1,603,239   

Noncontrolling interests

     —           —           28,019         —          28,019   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total equity

     1,603,239         1,090,266         572,010         (1,634,257     1,631,258   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total liabilities and equity

   $ 1,909,679       $ 1,395,663       $ 1,508,125       $ (1,890,047   $ 2,923,420   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Income

For the Three Months Ended September 30, 2011

 

     Entertainment
Properties Trust
(Issuer)
    Wholly-Owned
Subsidiary
Guarantors
     Non- Guarantor
Subsidiaries
    Consolidated
Elimination
    Consolidated  

Rental revenue

   $ —        $ 20,380       $ 36,469      $ —        $ 56,849   

Tenant reimbursements

     —          462         3,957        —          4,419   

Other income

     23        —           142        —          165   

Mortgage and other financing income

     106        14,275         181        —          14,562   

Intercompany fee income

     677        —           —          (677     —     

Interest income on intercompany notes receivable

     4,164        —           608        (4,772     —     
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total revenue

     4,970        35,117         41,357        (5,449     75,995   

Equity in subsidiaries’ earnings

     35,438        —           —          (35,438     —     

Property operating expense

     —          1,086         4,874        —          5,960   

Intercompany fee expense

     —          —           677        (677     —     

Other expense

     —          —           629        —          629   

General and administrative expense

     —          2,139         2,416        —          4,555   

Interest expense, net

     5,077        2,052         10,782        —          17,911   

Interest expense on intercompany notes payable

     —          —           4,772        (4,772     —     

Transaction costs

     145        —           3        —          148   

Depreciation and amortization

     267        3,507         8,262        —          12,036   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Income before equity in income from joint ventures and discontinued operations

     34,919        26,333         8,942        (35,438     34,756   

Equity in income from joint ventures

     633        —           43        —          676   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Income from continuing operations

   $ 35,552      $ 26,333       $ 8,985      $ (35,438   $ 35,432   

Discontinued operations:

           

Income from discontinued operations

     —          44         71        —          115   

Gain on sale of real estate

     —          —           16        —          16   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net income

     35,552        26,377         9,072        (35,438     35,563   

Subtract: Net income attributable to noncontrolling interests

     —          —           (11     —          (11
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net income attributable to Entertainment Properties Trust

     35,552        26,377         9,061        (35,438     35,552   

Preferred dividend requirements

     (7,034     —           —          —          (7,034

Series B preferred share redemption costs

     (2,769     —           —          —          (2,769
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net income available to common shareholders of Entertainment Properties Trust

   $ 25,749      $ 26,377       $ 9,061      $ (35,438   $ 25,749   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Income

For the Three Months Ended September 30, 2010

 

     Entertainment
Properties Trust
(Issuer)
    Wholly-Owned
Subsidiary
Guarantors
    Non- Guarantor
Subsidiaries
    Consolidated
Elimination
    Consolidated  

Rental revenue

   $ —        $ 19,849      $ 36,946      $ —        $ 56,795   

Tenant reimbursements

     —          450        3,703        —          4,153   

Other income

     26        (1     210        —          235   

Mortgage and other financing income

     113        12,855        327        —          13,295   

Intercompany fee income

     654        —          —          (654     —     

Interest income on intercompany notes receivable

     3,847        —          554        (4,401     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     4,640        33,153        41,740        (5,055     74,478   

Equity in subsidiaries’ earnings

     29,233        —          —          (29,233     —     

Property operating expense

     —          983        5,692        —          6,675   

Intercompany fee expense

     —          —          654        (654     —     

Other expense

     —          (10     350        —          340   

General and administrative expense

     —          1,759        2,317        —          4,076   

Interest expense, net

     5,036        2,071        12,120        —          19,227   

Interest expense on intercompany notes payable

     —          —          4,401        (4,401     —     

Transaction costs

     1        —          10        —          11   

Depreciation and amortization

     131        3,373        8,078        —          11,582   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before equity in income from joint ventures and discontinued operations

     28,705        24,977        8,118        (29,233     32,567   

Equity in income (loss) from joint ventures

     886        —          (180     —          706   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

   $ 29,591      $ 24,977      $ 7,938      $ (29,233   $ 33,273   

Discontinued operations:

          

Interest income on intercompany notes receivable

     5,418        —          —          (5,418     —     

Interest expense on intercompany notes payable

     —          (5,418     —          5,418        —     

Income (loss) from discontinued operations

     —          1,757        (185     —          1,572   

Transaction costs

     —          —          —          —          —     

Gain on sale of real estate

     —          —          198        —          198   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     35,009        21,316        7,951        (29,233     35,043   

Add: Net loss attributable to noncontrolling interests

     —          —          (34     —          (34
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Entertainment Properties Trust

     35,009        21,316        7,917        (29,233     35,009   

Preferred dividend requirements

     (7,552     —          —          —          (7,552
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders of Entertainment Properties Trust

   $ 27,457      $ 21,316      $ 7,917      $ (29,233   $ 27,457   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

40


Table of Contents

Condensed Consolidating Statement of Income

For the Nine Months Ended September 30, 2011

 

     Entertainment
Properties Trust
(Issuer)
    Wholly-Owned
Subsidiary
Guarantors
    Non- Guarantor
Subsidiaries
    Consolidated
Elimination
    Consolidated  

Rental revenue

   $ —        $ 60,154      $ 108,101      $ —        $ 168,255   

Tenant reimbursements

     —          1,123        12,473        —          13,596   

Other income

     69        7        244        —          320   

Mortgage and other financing income

     318        40,973        590        —          41,881   

Intercompany fee income

     2,060        —          —          (2,060     —     

Interest income on intercompany notes receivable

     12,558        —          1,806        (14,364     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     15,005        102,257        123,214        (16,424     224,052   

Equity in subsidiaries’ earnings

     73,302        —          —          (73,302     —     

Property operating expense

     —          2,997        15,712        —          18,709   

Intercompany fee expense

     —          —          2,060        (2,060     —     

Other expense

     —          —          1,823        —          1,823   

General and administrative expense

     —          6,851        8,276        —          15,127   

Costs associated with loan refinancing

     —          —          6,163        —          6,163   

Interest expense, net

     14,984        6,197        32,840        —          54,021   

Interest expense on intercompany notes payable

     —          —          14,364        (14,364     —     

Transaction costs

     1,170        —          327        —          1,497   

Impairment charges

     —          —          27,115        —          27,115   

Depreciation and amortization

     799        10,464        24,624        —          35,887   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before equity in income from joint ventures and discontinued operations

     71,354        75,748        (10,090     (73,302     63,710   

Equity in income from joint ventures

     2,177        —          54        —          2,231   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

   $ 73,531      $ 75,748      $ (10,036   $ (73,302   $ 65,941   

Discontinued operations:

          

Interest income on intercompany notes receivable

     3,755        —          —          (3,755     —     

Interest expense on intercompany notes payable

     —          (3,755     —          3,755        —     

Income (loss) from discontinued operations

     —          1,858        132        —          1,990   

Impairment charges

     —          —          (8,941     —          (8,941

Gain on sale of real estate

     —          18,293        16        —          18,309   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     77,286        92,144        (18,829     (73,302     77,299   

Subtract: Net income attributable to noncontrolling interests

     —          —          (13     —          (13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Entertainment Properties Trust

     77,286        92,144        (18,842     (73,302     77,286   

Preferred dividend requirements

     (22,138     —          —          —          (22,138

Series B preferred share redemption costs

     (2,769     —          —          —          (2,769
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) available to common shareholders of Entertainment Properties Trust

   $ 52,379      $ 92,144      $ (18,842   $ (73,302   $ 52,379   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Income

For the Nine Months Ended September 30, 2010

 

     Entertainment
Properties Trust
(Issuer)
    Wholly-Owned
Subsidiary
Guarantors
    Non- Guarantor
Subsidiaries
    Consolidated
Elimination
    Consolidated  

Rental revenue

   $ —        $ 53,495      $ 109,843      $ —        $ 163,338   

Tenant reimbursements

     —          1,121        11,322        —          12,443   

Other income

     76        7        402        —          485   

Mortgage and other financing income

     349        37,966        585        —          38,900   

Intercompany fee income

     1,933        —          —          (1,933     —     

Interest income on intercompany notes receivable

     12,790        —          1,613        (14,403     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     15,148        92,589        123,765        (16,336     215,166   

Equity in subsidiaries’ earnings

     59,635        —          —          (59,635     —     

Property operating expense

     14        2,656        15,305        —          17,975   

Intercompany fee expense

     —          —          1,933        (1,933     —     

Other expense

     1        (10     725        —          716   

General and administrative expense

     —          5,753        8,042        —          13,795   

Costs associated with loan refinancing

     —          11,288        95        —          11,383   

Interest expense, net

     5,145        9,607        38,315        —          53,067   

Interest expense on intercompany notes payable

     —          1,372        13,031        (14,403     —     

Transaction costs

     206        —          170        —          376   

Provision for loan losses

     —          —          700        —          700   

Depreciation and amortization

     359        9,049        24,049        —          33,457   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before equity in income from joint ventures and discontinued operations

     69,058        52,874        21,400        (59,635     83,697   

Equity in income (loss) from joint ventures

     1,542        —          (180     —          1,362   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

   $ 70,600      $ 52,874      $ 21,220      $ (59,635   $ 85,059   

Discontinued operations:

          

Interest income on intercompany notes receivable

     10,072        —          1,000        (11,072     —     

Interest expense on intercompany notes payable

     —          (10,072     (1,000     11,072        —     

Loss from discontinued operations

     —          (2,420     (4,220     —          (6,640

Gain on acquisition

     —          8,468        —          —          8,468   

Transaction costs

     —          (7,270     —          —          (7,270

Loss on sale of real estate

     —          —          (736     —          (736
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 80,672      $ 41,580      $ 16,264      $ (59,635   $ 78,881   

Add: Net loss attributable to noncontrolling interests

     —          —          1,791        —          1,791   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Entertainment Properties Trust

     80,672        41,580        18,055        (59,635     80,672   

Preferred dividend requirements

     (22,655     —          —          —          (22,655
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders of Entertainment Properties Trust

   $ 58,017      $ 41,580      $ 18,055      $ (59,635   $ 58,017   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011

 

     Entertainment
Properties Trust
(Issuer)
    Wholly-Owned
Subsidiary
Guarantors
    Non-Guarantor
Subsidiaries
    Consolidated  

Intercompany fee income (expense)

   $ 2,060      $ —        $ (2,060   $ —     

Interest income (expense) on intercompany receivable/payable

     12,558        —          (12,558     —     

Net cash provided (used) by other operating activities

     (13,163     84,568        64,046        135,451   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     1,455        84,568        49,428        135,451   

Investing activities:

        

Acquisition of rental properties and other assets

     (573     (36,005     (9,849     (46,427

Proceeds from sale of real estate

     —          —          1,700        1,700   

Investment in unconsolidated joint ventures

     (2,048     —          (1,197     (3,245

Investment in mortgage notes receivable

     —          (9,390     —          (9,390

Investment in direct financing lease, net

     —          (2,118     —          (2,118

Additions to property under development

     —          (28,619     (15,611     (44,230

Investment in intercompany notes payable

     128,657        (132,067     3,410        —     

Advances to subsidiaries, net

     72,380        (135,424     63,044        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by investing activities of continuing operations

     198,416        (343,623     41,497        (103,710

Net cash used by other investing activities of discontinued operations

     —          (58     —          (58

Net proceeds from sale of real estate from discontinued operations

     —          205,936        18,976        224,912   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by investing activities

     198,416        (137,745     60,473        121,144   

Financing activities:

        

Proceeds from long-term debt facilities

     —          328,000        —          328,000   

Principal payments on long-term debt

     —          (275,000     (104,428     (379,428

Deferred financing fees paid

     (391     (606     (5     (1,002

Redemption of preferred shares

     (80,030     —          —          (80,030

Net proceeds from issuance of common shares

     195        —          —          195   

Impact of stock option exercises, net

     966        —          —          966   

Purchase of common shares for treasury

     (3,070     —          —          (3,070

Dividends paid to shareholders

     (119,164     —          —          (119,164
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by financing

     (201,494     52,394        (104,433     (253,533

Effect of exchange rate changes on cash

     —          (24     (512     (536
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (1,623     (807     4,956        2,526   

Cash and cash equivalents at beginning of the period

     3,356        1,116        7,304        11,776   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   $ 1,733      $ 309      $ 12,260      $ 14,302   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2010

 

     Entertainment
Properties Trust
(Issuer)
    Wholly-Owned
Subsidiary
Guarantors
    Non-Guarantor
Subsidiaries
    Consolidated  

Intercompany fee income (expense)

   $ 1,933      $ —        $ (1,933   $ —     

Interest income (expense) on intercompany receivable/payable

     12,790        (1,372     (11,418     —     

Net cash provided by other operating activities

     12,630        56,935        57,575        127,140   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     27,353        55,563        44,224        127,140   

Investing activities:

        

Acquisition of rental properties and other assets

     (2,943     (124,613     (1,487     (129,043

Investment in unconsolidated joint ventures

     (15,647     —          —          (15,647

Investment in mortgage notes receivable

     —          (5,247     —          (5,247

Cash paid related to Cappelli settlement

     3,483        —          (8,069     (4,586

Investment in direct financing lease

     —          (51,833     —          (51,833

Additions to property under development

     —          (376     (2,796     (3,172

Investment in intercompany notes payable

     (100,009     95,281        4,728        —     

Advances to subsidiaries, net

     (192,067     157,395        34,672        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by investing activities of continuing operations

     (307,183     70,607        27,048        (209,528

Net cash used by other investing activities of discontinued operations

     —          (112,208     (104     (112,312

Net proceeds from sale of real estate from discontinued operations

     —          —          6,301        6,301   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by investing activities

     (307,183     (41,601     33,245        (315,539
  

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities:

        

Proceeds from long-term debt facilities

     245,725        494,500        —          740,225   

Principal payments on long-term debt

     —          (497,100     (74,907     (572,007

Deferred financing fees paid

     (5,657     (5,868     (54     (11,579

Net proceeds from issuance of common shares

     141,095        —          —          141,095   

Impact of stock option exercises, net

     (982     —          —          (982

Purchase of common shares for treasury

     (2,182     —          —          (2,182

Distributions paid to noncontrolling interests

     —          —          11        11   

Dividends paid to shareholders

     (108,549     —          —          (108,549
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by financing activities of continuing operations

     269,450        (8,468     (74,950     186,032   

Net cash used by financing activities of discontinued operations

     —          (1,383     (4,902     (6,285
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided (used) by financing activities

     269,450        (9,851     (79,852     179,747   

Effect of exchange rate changes on cash

     —          451        (77     374   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (10,380     4,562        (2,460     (8,278

Cash and cash equivalents at beginning of the period

     13,565        106        9,467        23,138   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   $ 3,185      $ 4,668      $ 7,007      $ 14,860   
  

 

 

   

 

 

   

 

 

   

 

 

 

19. Subsequent Events

On October 13, 2011, the Company amended and restated its unsecured revolving credit facility (the facility). The size of the facility increased from $382.5 million to $400 million. The facility includes a $100 million subline for letters of credit and contains an accordion feature in which the facility can be increased to up to $500 million subject to certain conditions, including lender

 

44


Table of Contents

consent. The facility continues to be supported by a borrowing base of assets, and is secured by a pledge of the equity of each entity that holds a borrowing base asset. The facility is priced based on a grid related to the Company’s senior unsecured credit ratings, with pricing at closing of LIBOR plus 1.60%. The facility has a maturity date of October 13, 2015 with a one year extension available at the Company’s option.

On October 20, 2011, Concord Associates, L.P., Concord Resort, LLC and Concord Kiamesha LLC filed a complaint with the Supreme Court of the State of New York, County of Westchester against the Company and certain of its subsidiaries alleging breach of contract and breach of the duty of good faith and fair dealing with respect to a casino development agreement relating to the casino resort project in Sullivan County, New York. Plaintiffs are seeking specific performance with respect to such agreement and money damages of $800 million. Management of the Company is currently unable to predict the outcome of this litigation proceeding, but believes the current status of this litigation proceeding against the Company does not warrant accrual under the guidance of FASB ASC Topic 450-20, “Loss Contingencies,” because the amount of any liability is neither probable nor reasonably estimable. As such, no amounts have been accrued in the financial statements. The Company intends to vigorously defend the claims asserted against the Company and certain of its subsidiaries by the Concord entities for which it believes it has meritorious defenses.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this Quarterly Report on Form 10-Q of Entertainment Properties Trust (“the Company”, “EPR”, “we” or “us”). The forward-looking statements included in this discussion and elsewhere in this Quarterly Report on Form 10-Q involve risks and uncertainties, including anticipated financial performance, business prospects, industry trends, shareholder returns, performance of leases by tenants, performance on loans to customers and other matters, which reflect management’s best judgment based on factors currently known. See “Cautionary Statement Concerning Forward Looking Statements” which is incorporated herein by reference. Actual results and experience could differ materially from the anticipated results and other expectations expressed in our forward-looking statements as a result of a number of factors, including but not limited to those discussed in this Item and Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 1, 2011.

Overview

Our principal business objective is to enhance shareholder value by achieving predictable and increasing FFO and dividends per share. Our prevailing strategy is to focus on long-term investments in a limited number of categories in which we maintain a depth of knowledge and relationships, and which we believe offer sustained performance throughout all economic cycles. As of September 30, 2011, our total assets exceeded $2.7 billion, and included investments in 112 megaplex theatre properties (including two joint venture properties) and various restaurant, retail, entertainment, destination recreational and specialty properties located in 34 states, the District of Columbia and Ontario, Canada. As of September 30, 2011, we had invested approximately $199.5 million in development land and property under development and approximately $315.2 million in mortgage financing for entertainment, recreational and specialty properties, including certain such properties under development.

 

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Substantially all of our single-tenant properties are leased pursuant to long-term, triple-net leases, under which the tenants typically pay all operating expenses of a property, including, but not limited to, all real estate taxes, assessments and other governmental charges, insurance, utilities, repairs and maintenance. A majority of our revenues are derived from rents received or accrued under long-term, triple-net leases. Tenants at our multi-tenant properties are typically required to pay common area maintenance charges to reimburse us for their pro rata portion of these costs.

Our real estate mortgage portfolio consists of seven mortgage notes totaling $315.2 million at September 30, 2011. Two of these mortgage notes, totaling $178.8 million at September 30, 2011, are secured by a water-park anchored entertainment village in Kansas City, Kansas as well as two other water-parks in Texas. The remaining five mortgage notes totaling $136.4 million at September 30, 2011 relate to financing provided for ski areas.

Also, as of September 30, 2011, we had five other notes receivable with an outstanding balance of $5.1 million (including accrued interest) net of a provision for an aggregate loan loss of $8.2 million. Our total investments were $2.9 billion at September 30, 2011. Total investments is a non-GAAP financial measure defined herein as the sum of the carrying values of rental properties (before accumulated depreciation), rental properties held for sale (before accumulated depreciation), land held for development, property under development, mortgage notes receivable (including related accrued interest receivable), investment in direct financing lease, net, investment in joint ventures, intangible assets (before accumulated amortization) and notes receivable and related accrued interest receivable, net. Below is a reconciliation of the carrying value of total investments to the constituent items in the consolidated balance sheet at September 30, 2011 (in thousands):

 

Rental properties, net of accumulated depreciation

   $ 1,798,947   

Rental properties held for sale, net of accumulated depreciation

     4,696   

Add back accumulated depreciation on rental properties

     322,736   

Add back accumulated depreciation on rental properties held for sale

     319   

Land held for development

     184,457   

Property under development

     15,075   

Mortage notes and related accrued interest receivable, net

     315,204   

Investment in a direct financing lease, net

     253,344   

Investment in joint ventures

     24,667   

Intangible assets, net of accumulated amortization

     4,670   

Add back accumlated amortization on intangible assets

     8,978   

Notes receivable and related accrued interest receivable, net

     5,055   
  

 

 

 

Total investments

   $ 2,938,148   
  

 

 

 

Management believes that total investments is a useful measure for management and investors as it illustrates across which asset categories our funds have been invested. Of our total investments of $2.9 billion at September 30, 2011, $2.0 billion or 68% related to megaplex theatres, entertainment retail centers and other retail parcels, $280.3 million or 10% related to public charter schools and $659.0 million or 22% related to other destination recreational and specialty properties. Furthermore, of the $659.0 million related to other destination recreational and specialty properties, $150.8 million related to vineyards and wineries, $180.0 million related to the land held for development in Sullivan County, New York, $178.8 million related to the water-

 

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park anchored entertainment village development in Kansas and two Texas water-parks and $149.4 million related to metropolitan ski areas. At September 30, 2011, affiliates of Imagine Schools, Inc. (“Imagine”) are the lessees of 79% of our public charter school properties. In addition, Peak Resorts, Inc. (“Peak”) is the lessee of our metropolitan ski area in Ohio and is the mortgagor on five notes receivable secured by ten metropolitan ski areas and related development land.

We incur general and administrative expenses including compensation expense for our executive officers and other employees, professional fees and various expenses incurred in the process of identifying, evaluating, acquiring and financing additional properties and mortgage notes. We are self-administered and managed by our Board of Trustees and executive officers. Our primary non-cash expense is the depreciation of our properties. We depreciate buildings, improvements on our properties and furniture, fixtures and equipment over a 3 to 40 year period for tax purposes and financial reporting purposes.

Our property acquisitions and financing commitments are financed by cash from operations, borrowings under our revolving credit facilities, long-term mortgage debt, and the sale of debt and equity securities. It has been our strategy to structure leases and financings to ensure a positive spread between our cost of capital and the rentals paid by our tenants. We have primarily acquired or developed new properties that are pre-leased to a single tenant or multi-tenant properties that have a high occupancy rate. We do not typically develop or acquire properties that are not significantly pre-leased. We have also entered into certain joint ventures and we have provided mortgage note financing as described above. We intend to continue entering into some or all of these types of arrangements in the foreseeable future, subject to our ability to do so in light of the current financial and economic environment.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported assets and liabilities. The most significant assumptions and estimates relate to consolidation, revenue recognition, depreciable lives of the real estate, the valuation of real estate, accounting for real estate acquisitions, estimating reserves for uncollectible receivables and the accounting for mortgage and other notes receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

Our Annual Report on Form 10-K for the year ended December 31, 2010 contains a description of our critical accounting policies, including consolidation, revenue recognition, real estate useful lives, impairment of real estate values, real estate acquisitions, allowance for doubtful accounts, and mortgage and other notes receivable. For the nine months ended September 30, 2011, there were no material changes to these policies.

Recent Developments

Debt Financing

On February 7, 2011, we paid in full the eight term loans outstanding under our vineyard and winery facility totaling $86.2 million. In connection with the payment in full of the term loans,

 

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the related interest rate swaps were terminated at a cost of $4.6 million. Additionally, deferred financing costs, net of accumulated amortization, of $1.8 million were written off as part of this loan prepayment.

On March 3, 2011, we assumed a mortgage note payable of $3.8 million in conjunction with the acquisition of a theatre property. The note matures on July 1, 2017 and requires monthly principal and interest payments of approximately $28 thousand with a final principal payment at maturity of approximately $3.2 million. The note was recorded at fair value upon acquisition which was estimated to be $4.1 million. The fair value of the note was determined by discounting the future cash flows of the note using an estimated current market rate of 5.29%.

During March 2011, we exercised a portion of the accordion feature on our unsecured revolving credit facility. As a result of this exercise, our unsecured revolving credit facility capacity expanded from $320 million to $382.5 million. On October 13, 2011, we amended and restated our unsecured revolving credit facility (the “facility”). The size of the facility increased from $382.5 million to $400 million. The facility includes a $100 million subline for letters of credit and contains an accordion feature in which the facility can be increased to up to $500 million subject to certain conditions, including lender consent. The facility continues to be supported by a borrowing base of assets, and is secured by a pledge of the equity of each entity that holds a borrowing base asset. The facility is priced based on a grid related to our senior unsecured credit ratings, with pricing at closing of LIBOR plus 1.60%. The facility has a maturity date of October 13, 2015 with a one year extension available at our option.

On June 22, 2011, we completed our offer to exchange our $250 million aggregate principal amount of 7.750% senior notes due 2020, which were issued in a private placement (the “original notes”), for an equal principal amount of its 7.750% senior notes due 2020, which have been registered under the Securities Act of 1933, as amended. Pursuant to the exchange offer, $250 million aggregate principal amount, or 100%, of the original notes were validly tendered and accepted for exchange. The exchange offer was made to satisfy our obligations under a registration rights agreement entered into on June 30, 2010 in connection with the issuance of the original notes, and does not represent a new financing transaction.

Redemption of Series B Preferred Shares

On August 31, 2011, we completed the redemption of all 3.2 million outstanding shares of our 7.75% Series B preferred shares. The shares were redeemed at a redemption price of $25.32 per share. This price is the sum of the $25.00 per share liquidation preference and a quarterly dividend per share of $0.484375 prorated through the redemption date. In conjunction with the redemption, we recognized a charge representing the original issuance costs that were paid in 2005 and other redemption related expenses. The Series B preferred share redemption costs, which reduced net income available to common shareholders for the three and nine months ended September 30, 2011, were $2.8 million.

Investments

On January 31, 2011, we funded $2.1 million in development costs for expansion of one of our existing public charter school properties. This amount is included in investment in direct financing lease, net in the accompanying consolidated balance sheet which is further discussed in Note 6 to the consolidated financial statements in this Quarterly Report on Form 10-Q.

On March 3, 2011, we acquired four theatre properties for a total investment of $36.8 million pursuant to a sale-leaseback transaction. The theatre properties are located in New Hampshire and

 

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Maine and contain an aggregate of 56 screens. The theatre properties are leased to Cinemagic pursuant to lease agreements that are structured as a triple net lease with the tenant responsible for all taxes, costs and expenses arising from the use or operation of the properties. As a part of this transaction, we assumed a mortgage note payable on one of the four theatres with an outstanding balance of $3.8 million and a fair value of $4.1 million at the acquisition date.

On July 29, 2011, we acquired the improvements and ground lease interest of the Pinstripes entertainment facility in Northbrook, Illinois for a purchase price of $7.0 million. The 34,000 square foot facility, which has been operating for more than a year, features bowling, bocce, upscale food and beverage, and other entertainment offerings. The facility is leased to Pinstripes Northbrook on a 15-year triple-net basis, with additional options to renew, and is guaranteed by Pinstripes, Inc.

On August 2, 2011, we acquired development land in Colorado for a purchase price of $1.1 million. As a part of this transaction, we have agreed to finance an additional $7.0 million for construction of a public charter school that will be leased to HighMark Development (“HighMark”) under a long-term triple-net lease commencing upon completion of the development.

During the three months ended September 30, 2011, we completed development of three public charter school properties that are also leased to HighMark under long-term triple-net leases; one located in Arizona and two in Colorado. The total combined development cost for these three public charter schools was approximately $21.0 million. This amount is included in investment in direct financing lease, net, in the accompanying consolidated balance sheet which is further discussed in Note 6 to the consolidated financial statements in this Quarterly Report on Form 10-Q.

During the three months ended September 30, 2011, we completed development of a public charter school property located in Louisiana that is leased under a long-term triple-net lease to Charter Schools Development Corporation. The total development cost (including land and building) was approximately $6.7 million.

During the three months ended September 30, 2011, we completed development of a public charter school property located in Arizona that is leased under a long-term triple-net lease to Phoenix Charter Properties, LLC. The total development cost (including land and building) was approximately $5.5 million.

During the three months ended September 30, 2011, we completed development of a public charter school property located in Arizona that is leased under a long-term triple-net lease to American Leadership Academy. The total development cost (including land and building) was approximately $9.3 million.

During the nine months ended September 30, 2011, we advanced $9.4 million under our secured mortgage loan agreements with SVV I, LLC and an affiliate of SVV I, LLC (together SVVI) to provide for additional improvements made to the Kansas City, Kansas and Texas water-parks. The carrying value of this mortgage note and accrued interest receivable at September 30, 2011 was $178.8 million.

Property Sale

On March 29, 2011 we closed on the sale of our Toronto Dundas Square entertainment retail center and related signage business in downtown Toronto. The gross sale proceeds were

 

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approximately $226 million Canadian (“CAD”) and the net sales proceeds, after selling costs, were $222.7 million CAD. The net proceeds from this sale, after the escrows, were converted to U.S. dollars primarily through a foreign currency forward contract that was entered into on February 3, 2011 and designated as a net investment hedge. This forward contract allowed us to sell $200 million CAD for $201.5 million U.S. We used the proceeds to pay down our revolving line of credit and recorded a net gain of $18.3 million U.S. on the sale of real estate, including the impact of foreign currency and the settlement of the forward contract.

Vineyards and Wineries

The wine industry has been adversely affected by recent economic conditions which continue to affect several of our tenants’ ability to perform under their leases. As a result, we have taken back certain properties due to non-performance under the related leases, and have granted concessions to other tenants in the form of rent abatement or rent deferral. We completed the sale of one vineyard and winery investment in 2010 and three vineyard and winery investments during the second and third quarters of 2011 as discussed below.

On April 28, 2011, in conjunction with the sale by Ascentia of the Gary Farrell brand and related inventory assets, we elected to sell our winery assets to the same buyer. As a result, we terminated our lease on these assets with Ascentia and were paid $2.0 million in outstanding receivables and a $1.0 million lease termination fee that is included in income from the discontinued operations in the accompanying consolidated statements of income for the nine months ended September 30, 2011. In addition, we received $6.5 million from the buyer for our winery assets, which was equal to the net book value of such assets. The results of operations of this property have been classified within discontinued operations.

Additionally, we entered into an agreement in the second quarter of 2011 to sell one of our vineyard and winery properties. During the three months ended March 31, 2011, we recorded an impairment charge of $1.8 million, which is the amount that the carrying value of the assets exceeds the estimated fair market value. The sale of this property is expected to close within a year and the results of operations have been classified within discontinued operations.

During the three months ended June 30, 2011, we engaged outside brokers to list all of our winery and vineyard properties for sale or lease with the primary focus on selling all of these assets within the next two years. Management estimated the fair values of these properties taking into account various factors, including the shortened holding period, current market conditions as well as independent appraisals prepared as of June 30, 2011 for most of the properties utilizing a leased fee or fee simple approach as applicable. It was determined that the carrying value of seven of the Company’s vineyard and winery properties, exceeded the estimated fair values by $34.3 million, and an impairment charge was recorded in the second quarter for this amount.

On August 16, 2011, we completed the sale of the tasting room portion of our Buena Vista winery facility in Sonoma California for $1.7 million and no gain or loss on sale was recognized.

On September 20, 2011, we completed the sale of a 60 acre vineyard and winery facility in Paso Robles, California, for $13.3 million and a gain on sale of $16 thousand was recognized during the three months ended September 30, 2011. The results of operations of the property have been classified within discontinued operations.

 

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Results of Operations

Three months ended September 30, 2011 compared to three months ended September 30, 2010

Rental revenue for the three months ended September 30, 2011 of $56.8 million was consistent with the three months ended September 30, 2010. The slight increase in rental revenue for the three months ended September 30, 2011 over the same period in the prior year was due to acquisitions completed in 2010 and 2011 and base rent increases on existing properties, offset by a decline in rental revenue from our vineyard and winery tenants. Rental revenue included percentage rents of $0.5 million and $0.7 million and straight-line rents of $0.1 million and $0.2 million for the three months ended September 30, 2011 and 2010, respectively.

Tenant reimbursements totaled $4.4 million for the three months ended September 30, 2011 compared to $4.2 million for the three months ended September 30, 2010. These tenant reimbursements arise from the operations of our retail centers. The $0.2 million increase is primarily due to an increase in tenant reimbursements at our retail centers in Ontario, Canada and New Rochelle, New York for the three months ended September 30, 2011 compared to the three months ended September 30, 2010.

Mortgage and other financing income for the three months ended September 30, 2011 was $14.6 million compared to $13.3 million for the three months ended September 30, 2010. The $1.3 million increase is due to our additional investments in public charter school properties classified as direct financing leases, as well as increased real estate lending activities related to our mortgage loan agreement with SVVI. We also recognized participating interest income of $0.4 million from SVVI for the three months ended September 30, 2011. No participating interest income was recognized for the three months ended September 30, 2010.

Our property operating expense totaled $6.0 million for the three months ended September 30, 2011 compared to $6.7 million for the three months ended September 30, 2010. These property operating expenses arise from the operations of our retail centers and other specialty properties. The $0.7 million decrease resulted primarily from a decrease in bad debt expense related to our vineyard and winery tenants. This decrease was partially offset by increases in property operating expenses at our retail centers in Ontario, Canada and New Rochelle, New York.

Other expense for the three months ended September 30, 2011 was $0.6 million compared to $0.3 million for the three months ended September 30, 2010. The $0.3 million increase is due to $0.2 million more loss recognized upon settlement of foreign currency forward and swap contracts and $0.1 million in other expenses related to certain of our vineyard and winery properties which are being operated through a wholly-owned taxable REIT subsidiary.

Our general and administrative expense totaled $4.6 million for the three months ended September 30, 2011 compared to $4.1 million for the three months ended September 30, 2010. The increase of $0.5 million is primarily due to an increase in payroll related expenses and professional fees.

Our net interest expense decreased by $1.3 million to $17.9 million for the three months ended September 30, 2011 from $19.2 million for the three months ended September 30, 2010. This decrease resulted primarily from a decrease in borrowings.

Depreciation and amortization expense totaled $12.0 million for the three months ended September 30, 2011 compared to $11.6 million for the three months ended September 30, 2010. The $0.4 million increase resulted primarily from asset acquisitions in 2010 and 2011.

 

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Income from discontinued operations totaled $0.1 million for the three months ended September 30, 2011 and included the operations of the EOS vineyard and winery sold on September 20, 2011 and the Pope Valley vineyard and winery which was held for sale as of September 30, 2011. Income from discontinued operations totaled $1.6 million for the three months ended September 30, 2010 and related to the prior mentioned properties as well as the operations of the Toronto Dundas Square property which was sold on March 29, 2011 and a parcel of land in Arroyo Grande, California disposed of in the third quarter of 2010.

Gain on sale of real estate from discontinued operations of $0.02 million for the three months ended September 30, 2011 was due to the sale of the EOS vineyard and winery on September 20, 2011. Gain on sale of real estate from discontinued operations of $0.2 million for the three months ended September 30, 2010 was due to the sale of a parcel of land including one building in Arroyo Grande, California.

Preferred dividend requirements for the three months ended September 30, 2011 were $7.0 million compared to $7.6 million for the three months ended September 30, 2010. The $0.6 million decrease is due the redemption of 3.2 million Series B preferred shares on August 31, 2011.

The Series B preferred share redemption costs of $2.8 million for the three months ended September 30, 2011 was due to the redemption of all of the Series B preferred shares on August 31, 2011 and consists of the original issuance costs that were paid in 2005 and other redemption related expenses. There was no such expense incurred during the three months ended September 30, 2010.

Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

Rental revenue was $168.3 million for the nine months ended September 30, 2011, compared to $163.3 million for the nine months ended September 30, 2010. The $5.0 million increase resulted primarily from acquisitions completed in 2010 and 2011 and base rent increases on existing properties, partially offset by a decline in rental revenue from our vineyard and winery tenants. Rental revenue included percentage rents of $1.0 million and $1.5 million and straight-line rents of $0.4 million and $0.6 million for the nine months ended September 30, 2011 and 2010, respectively.

Tenant reimbursements totaled $13.6 million for the nine months ended September 30, 2011 compared to $12.4 million for the nine months ended September 30, 2010. These tenant reimbursements arise from the operations of our retail centers. The $1.2 million increase is primarily due as an increase in tenant reimbursements at our retail centers in Ontario, Canada and in New Rochelle, New York.

Mortgage and other financing income for the nine months ended September 30, 2011 was $41.9 million compared to $38.9 million for the nine months ended September 30, 2010. The $3.0 million increase is due to our additional investments in public charter school properties classified as direct financing leases, as well as increased real estate lending activities related to our mortgage loan agreement with SVVI. We also recognized participating interest income of $0.4 million from SVVI for the nine months ended September 30, 2011. No participating interest income was recognized for the nine months ended September 30, 2010.

Our property operating expense totaled $18.7 million for the nine months ended September 30, 2011 compared to $18.0 million for the nine months ended September 30, 2010. These property operating expenses arise from the operations of our retail centers and other specialty properties.

 

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The $0.7 million increase resulted primarily from increases in property operating expenses at our retail centers in Ontario, Canada and New Rochelle, New York. These increases were partially offset by a decrease in bad debt expense primarily associated with our vineyard and winery tenants.

Other expense for the nine months ended September 30, 2011 was $1.8 million compared to $0.7 million for the nine months ended September 30, 2010. The $1.1 million increase is due to $0.7 million more loss recognized upon settlement of foreign currency forward and swap contracts, $0.3 million in golf course expenses related to two golf courses on the Concord resort property, which we took ownership of on June 18, 2010 in connection with the Cappelli settlement as well as $0.1 million in other expenses related to certain of our vineyard and winery properties which are being operated through a wholly-owned taxable REIT subsidiary.

Our general and administrative expense totaled $15.1 million for the1 nine months ended September 30, 2011 compared to $13.8 million for the nine months ended September 30, 2010. The increase of $1.3 million is primarily due to an increase in payroll related expenses and professional fees.

Costs associated with loan refinancing were $6.2 million for the nine months ended September 30, 2011. These costs related to the termination of our eight term loans outstanding under the vineyard and winery facility. In connection with the payment in full of the term loans, the related interest rate swaps were terminated at a cost of $4.4 million and deferred financing costs, net of accumulated amortization, of $1.8 million were written off. Costs associated with loan refinancing were $11.4 million for the nine months ended September 30, 2010. These costs related primarily to the termination of our previous revolving credit facility and a term loan (including related interest rate swap agreements).

Our net interest expense increased by $0.9 million to $54.0 million for the nine months ended September 30, 2011 from $53.1 million for the nine months ended September 30, 2010. This increase resulted primarily from an increased weighted average interest rate used to finance our real estate acquisitions and fund our mortgage notes receivable.

Transactions costs totaled $1.5 million for the nine months ended September 30, 2011 compared to $0.4 million for the nine months ended September 30, 2010. The increase of $1.1 million is due to the write off of costs associated with terminated transactions.

Provision for loan losses for the nine months ended September 30, 2010 was $0.7 million and related to a note receivable that was settled in connection with the settlement with Mr. Cappelli and affiliates entered on June 18, 2010. There was no provision for loan losses for the nine months ended September 30, 2011.

Impairment charges for the nine months ended September 30, 2011 were $27.1 million and related to certain of our winery and vineyard properties. For further detail, see Note 4 to the consolidated financial statements in the Quarterly Report on Form 10-Q. There were no impairment charges for the nine months ended September 30, 2010.

Depreciation and amortization expense totaled $35.9 million for the nine months ended September 30, 2011 compared to $33.5 million for the nine months ended September 30, 2010. The $2.4 million increase resulted primarily from asset acquisitions in 2010 and 2011.

 

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Equity in income from joint ventures totaled $2.2 million for the nine months ended September 30, 2011 compared to $1.4 million for the nine months ended September 30, 2010. The $0.8 million increase is due primarily to our contribution of an additional $14.9 million to Atlantic-EPR I to pay off the Partnership’s long- term debt at its maturity on May 1, 2010. The $14.9 million contribution earns a preferred return of 15% per the partnership agreement.

Loss from discontinued operations including impairment charges totaled $7.0 million for the nine months ended September 30, 2011 and included the operations of the Toronto Dundas Square property which was sold on March 29, 2011 as well as the operations of the Gary Farrell winery sold on April 28, 2011 (including a $1.0 million lease termination fee), the Pope Valley vineyard and winery which was held for sale as of September 30, 2011 (including a $1.8 million impairment charge) and the EOS vineyard and winery sold on September 20, 2011 (including a $7.1 million impairment charge). Loss from discontinued operations totaled $5.4 million for the nine months ended September 30, 2010 and related to the prior mentioned properties as well a parcel of land in Arroyo Grande, California disposed of in the third quarter of 2010; and an entertainment retail center in White Plains, New York and a ten acre vineyard and winery facility in Napa Valley, California, which were both disposed of in the second quarter of 2010.

Gain on sale of real estate from discontinued operations of $18.3 million for the nine months ended September 30, 2011 was due to the sale of Toronto Dundas Square as well as a $0.02 million gain on sale of real estate related to the sale of the EOS vineyard and winery on September 20, 2011. Loss on sale of real estate from discontinued operations of $0.7 million for the nine months ended September 30, 2010 was due to the sale of a ten acre vineyard and winery facility in Napa Valley, California for $6.5 million.

Net income attributable to noncontrolling interest for the nine months ended September 30, 2011 was $0.01 million and related to VinREIT operations. Net loss attributable to noncontrolling interest was $1.8 million for the nine months ended September 30, 2010 and primarily related to the consolidation of a VIE at the entertainment retail center in White Plains, New York. Our interest in the VIE was extinguished in connection with the settlement entered into with Mr. Cappelli and his affiliates on June 18, 2010.

Preferred dividend requirements for the nine months ended September 30, 2011 were $22.1 million compared to $22.7 million for the nine months ended September 30, 2010. The $0.6 million decrease is due the redemption of 3.2 million Series B preferred shares on August 31, 2011.

The Series B preferred share redemption costs of $2.8 million for the nine months ended September 30, 2011 was due to the redemption of all of the Series B preferred shares on August 31, 2011 and consists of the original issuance costs that were paid in 2005 and other redemption related expenses. There was no such expense incurred during the nine months ended September 30, 2010.

Liquidity and Capital Resources

Cash and cash equivalents were $14.3 million at September 30, 2011. In addition, we had restricted cash of $28.3 million at September 30, 2011. Of the restricted cash at September 30, 2011, $14.7 million relates to cash held for our borrowers’ debt service reserves for mortgage notes receivable, $6.1 million relates to escrow balances required in connection with the sale of Toronto Dundas Square and the balance represents deposits required in connection with debt service, payment of real estate taxes and capital improvements.

 

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Mortgage Debt, Senior Notes, Credit Facilities and Term Loan

As of September 30, 2011, we had total debt outstanding of $1.1 billion. As of September 30, 2011, $683.2 million of debt outstanding was fixed rate mortgage debt secured by a portion of our rental properties, with a weighted average interest rate of approximately 6.1%.

We have $250.0 million in senior unsecured notes due on July 15, 2020. The notes bear interest at 7.75%. Interest is payable on July 15 and January 15 of each year beginning on January 15, 2011 until the stated maturity date of July 15, 2020. The notes were issued at 98.29% of their principal amount and are guaranteed by certain of our subsidiaries. The notes contain various covenants, including: (i) a limitation on incurrence of any debt which would cause the ratio of our debt to adjusted total assets to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause the ratio of secured debt to adjusted total assets to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of our total unencumbered assets to be not less than 150% of our outstanding unsecured debt.

At September 30, 2011, we had $195.0 million in debt outstanding under our $382.5 million unsecured revolving credit facility, with interest at a floating rate (3.23% at September 30, 2011). The facility has a term expiring December 1, 2013. The amount that we are able to borrow on our revolving credit facility is a function of the values and advance rates, as defined by the credit agreement, assigned to the assets included in the borrowing base less outstanding letters of credit and less other liabilities. As of September 30, 2011, our total availability under the revolving credit facility was $187.5 million. On October 13, 2011, we amended the unsecured revolving credit facility, increasing the size of the facility to $400 million. See “Recent Developments – Debt Financing.”

Our principal investing activities are acquiring, developing and financing entertainment, entertainment-related, public charter schools and other destination recreational and specialty properties. These investing activities have generally been financed with mortgage debt and senior unsecured notes, as well as the proceeds from equity offerings. Our revolving credit facility is also used to finance the acquisition or development of properties, and to provide mortgage financing. We have and expect to continue to issue debt securities in public or private offerings. Continued growth of our rental property and mortgage financing portfolios will depend in part on our continued ability to access funds through additional borrowings and securities offerings.

Certain of our long-term debt agreements contain customary restrictive covenants related to financial and operating performance. At September 30, 2011, we were in compliance with all restrictive covenants.

Liquidity Requirements

Short-term liquidity requirements consist primarily of normal recurring corporate operating expenses, debt service requirements and distributions to shareholders. We meet these requirements primarily through cash provided by operating activities. Net cash provided by operating activities was $135.5 million and $127.1 million for the nine months ended September 30, 2011 and 2010, respectively. Net cash provided by investing activities was $121.1 million for the nine months ended September 30, 2011 and net cash used in investing activities was $315.5

 

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million for the nine months ended September 30, 2010. Net cash used by financing activities was $253.5 million for the nine months ended September 30, 2011 and net cash provided by financing activities was $179.8 million for the nine months ended September 30, 2010. We anticipate that our cash on hand, cash from operations, and funds available under our revolving credit facility will provide adequate liquidity to fund our operations, make interest and principal payments on our debt, and allow distributions to our shareholders and avoid corporate level federal income or excise tax in accordance with REIT Internal Revenue Code requirements.

Commitments

As of September 30, 2011, we had two theatre development projects and one retail development project under construction for which we had agreed to finance the development costs. At September 30, 2011, we have commitments to fund approximately $14.9 million of additional improvements which are expected to be funded in 2011 and early 2012. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreements, we can discontinue funding construction draws. We have agreed to lease the properties to the operators at pre-determined rates upon completion of construction.

We acquired one public charter school property and have agreed to finance the development costs. At September 30, 2011, we have commitments to fund approximately $6.4 million of additional improvements for this property which is expected to be funded in 2011 and early 2012. Development costs are advanced by us in periodic draws. If we determine that construction is not being completed in accordance with the terms of the development agreement, we can discontinue funding construction draws. We have agreed to lease the property to the operator at a pre-determined rate upon completion of construction.

We have provided a guarantee of the payment of certain economic development revenue bonds related to four theatres in Louisiana for which we earn a fee at an annual rate of 1.75% over the 30-year term of the bond. We have recorded $3.2 million as a deferred asset included in other assets and $3.2 million included in other liabilities in the accompanying consolidated balance sheet as of September 30, 2011 related to this guarantee. No amounts have been accrued as a loss contingency related to this guarantee because management has determined that payment by us is not probable.

We have certain commitments related to our mortgage note investments that we may be required to fund in the future. We are generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of its direct control. As of September 30, 2011, we had mortgage notes receivable with commitments totaling approximately $28.5 million. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments.

Liquidity Analysis

In analyzing our liquidity, we generally expect that our cash provided by operating activities will meet our normal recurring operating expenses, recurring debt service requirements and distributions to shareholders.

We have no significant consolidated debt that matures before 2012. During 2012, we have approximately $65.3 million of consolidated debt maturities. Our cash commitments, as described above, include additional commitments under various mortgage notes receivable totaling approximately $28.5 million. Of the $28.5 million of mortgage note receivable commitments, approximately $8.2 million is expected to be funded in 2011. Additionally, we expect to fund $21.3 million in 2011 and early 2012 for the two theatres, one retail and one public charter school property developments discussed above.

 

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Our sources of liquidity as of September 30, 2011 to pay the above commitments include the remaining amount available under our unsecured revolving credit facility of approximately $187.5 million and unrestricted cash on hand of $14.3 million. Accordingly, while there can be no assurance, we expect that our sources of cash will exceed our existing commitments over the remainder of 2011. On October 13, 2011, we amended the unsecured revolving credit facility, increasing the size of the facility to $400.0 million. See “Recent Developments – Debt Financing.”

We believe that we will be able to repay, extend, refinance or otherwise settle our debt obligations for 2012 and thereafter as the debt comes due, and that we will be able to fund our remaining commitments as necessary. However, there can be no assurance that additional financing or capital will be available, or that terms will be acceptable or advantageous to us.

Our primary use of cash after paying operating expenses, debt service, distributions to shareholders and funding existing commitments is in growing our investment portfolio through the acquisition, development and financing of additional properties. We expect to finance these investments with borrowings under our revolving credit facility, as well as long-term debt and equity financing alternatives. The availability and terms of any such financing will depend upon market and other conditions. If we borrow the maximum amount available under our revolving credit facility, there can be no assurance that we will be able to obtain additional investment financing (See “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 1, 2011).

Off Balance Sheet Arrangements

At September 30, 2011, we had a 36.0% and 25.7% investment interest in two unconsolidated real estate joint ventures, Atlantic-EPR I and Atlantic-EPR II, respectively, which are accounted for under the equity method of accounting. We do not anticipate any material impact on our liquidity as a result of commitments involving those joint ventures. On May 1, 2010, we contributed an additional $14.9 million to Atlantic-EPR I to pay off the Partnership’s long-term debt at its maturity of May 1, 2010. We expect to earn a priority return of 15% on our additional contribution per the partnership agreement. We recognized income of $1.9 million and $1.3 million from our investment in the Atlantic-EPR I joint venture during the nine months ended September 30, 2011 and 2010, respectively. We recognized income of $279 and $261 (in thousands) from our investment in the Atlantic-EPR II joint venture during the nine months ended September 30, 2011 and 2010, respectively. The Atlantic-EPR II joint venture has a mortgage note payable secured by a megaplex theatre. The note held by Atlantic EPR-II totals $12.3 million at September 30, 2011 and matures in September 2013.

The partnership agreements for Atlantic-EPR I and Atlantic-EPR II allow our partner, Atlantic of Hamburg, Germany (“Atlantic”), to exchange up to a maximum of 10% of its ownership interest per year in each of the joint ventures for common shares of the Company or, at our discretion, the cash value of those shares as defined in each of the partnership agreements. During the nine months ended September 30, 2011, we have paid Atlantic cash of $1.8 million and $0.3 million in exchange for additional ownership of 8.0% and 2.0% for Atlantic-EPR I and Atlantic-EPR II, respectively. These exchanges did not impact total partners’ equity in either Atlantic-EPR I or Atlantic-EPR II.

 

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In addition, as of September 30, 2011, we had invested $4.2 million in unconsolidated joint ventures for three theatre projects located in China. We recognized income of $54 and a loss of $180 (in thousands) from our investment in these joint ventures for the nine months ended September 30, 2011 and 2010, respectively.

Capital Structure and Coverage Ratios

We believe that our shareholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest, fixed charge and debt service coverage ratios. We expect to maintain our debt to gross assets ratio (i.e. total long-term debt to total assets plus accumulated depreciation) between 35% and 45%. However, the timing and size of our equity and debt offerings as well as the timing and size of new investments and dispositions may cause us to temporarily operate outside of this threshold. At September 30, 2011, this ratio was 37%. Our long-term debt as a percentage of our total market capitalization at September 30, 2011 was 35%; however, we do not manage to a ratio based on total market capitalization due to the inherent variability that is driven by changes in the market price of our common shares. We calculate our total market capitalization of $3.3 billion by aggregating the following at September 30, 2011 (accrued but unpaid dividends on preferred shares are excluded):

 

   

Common shares outstanding of 46,724,591 multiplied by the last reported sales price of our common shares on the NYSE of $38.98 per share, or $1.8 billion;

 

   

Aggregate liquidation value of our Series C convertible preferred shares of $135.0 million;

 

   

Aggregate liquidation value of our Series D preferred shares of $115.0 million;

 

   

Aggregate liquidation value of our Series E convertible preferred shares of $86.3 million; and

 

   

Total long-term debt of $1.1 billion.

Our interest coverage ratio for the nine months ended September 30, 2011 and 2010 was 3.6 times and 3.3 times, respectively. Interest coverage is calculated as the interest coverage amount (as calculated in the following table) divided by interest expense, gross (as calculated in the following table). We consider the interest coverage ratio to be an appropriate supplemental measure of a company’s ability to meet its interest expense obligations. 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. The following table shows the calculation of our interest coverage ratios. Amounts below include the impact of discontinued operations, which are separately classified in the consolidated statements of income included in this Quarterly Report on Form 10-Q (unaudited, dollars in thousands):

 

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     Nine Months Ended September 30,  
     2011     2010  

Net income

   $ 77,299      $ 78,881   

Interest expense, gross

     54,455        59,015   

Interest cost capitalized

     (386     (278

Depreciation and amortization

     38,047        39,493   

Share-based compensation expense to management and trustees

     4,211        3,522   

Costs associated with loan refinancing

     6,388        15,620   

Straight-line rental revenue

     (668     (1,241

Loss (gain) on sale of real estate from discontinued operations

     (18,309     736   

Transaction costs

     1,497        7,646   

Provision for loan losses

     —          700   

Impairment charges

     36,056        —     

Gain on acquisition

     —          (8,468
  

 

 

   

 

 

 

Interest coverage amount

   $ 198,590      $ 195,626   

Interest expense, net

   $ 54,043        58,702   

Interest income

     26        35   

Interest cost capitalized

     386        278   
  

 

 

   

 

 

 

Interest expense, gross

   $ 54,455      $ 59,015   

Interest coverage ratio

     3.6        3.3   
  

 

 

   

 

 

 

The interest coverage amount per the above table 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 included in this Quarterly Report on Form 10-Q as follows. Amounts below include the impact of discontinued operations, which are separately classified in the consolidated statements of cash flows included in this Quarterly Report on Form 10-Q (unaudited, dollars in thousands):

 

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     Nine Months Ended September 30,  
     2011     2010  

Net cash provided by operating activities

   $ 135,451      $ 127,140   

Equity in income from joint ventures

     2,231        1,362   

Distributions from joint ventures

     (2,176     (1,651

Amortization of deferred financing costs

     (2,821     (3,748

Amortization of above market leases, net

     (20     (134

Increase in mortgage notes accrued interest receivable

     410        828   

Decrease in restricted cash

     (10,272     (2,418

Increase (decrease) in accounts receivable, net

     (4,352     4,980   

Decrease in notes and accrued interest receivable

     (72     (28

Increase in direct financing lease receivable

     3,795        3,504   

Increase in other assets

     2,632        4,114   

Decrease (increase) in accounts payable and accrued liabilities

     13,844        (14,622

Decrease in unearned rents

     413        1,495   

Straight-line rental revenue

     (668     (1,241

Interest expense, gross

     54,455        59,015   

Interest cost capitalized

     (386     (278

Costs associated with loan refinancing (cash portion)

     4,629        9,662   

Transaction costs

     1,497        7,646   
  

 

 

   

 

 

 

Interest coverage amount

   $ 198,590      $ 195,626   
  

 

 

   

 

 

 

Our fixed charge coverage ratio for the nine months ended September 30, 2011 and 2010 was 2.6 times and 2.4 times, respectively. 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. 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. The following table shows the calculation of our fixed charge coverage ratios (unaudited, dollars in thousands):

 

     Nine Months Ended September 30,  
     2011      2010  

Interest coverage amount

   $ 198,590       $ 195,626   

Interest expense, gross

     54,455         59,015   

Preferred share dividends

     22,138         22,655   
  

 

 

    

 

 

 

Fixed charges

   $ 76,593       $ 81,670   

Fixed charge coverage ratio

     2.6         2.4   
  

 

 

    

 

 

 

Our debt service coverage ratio for the nine months ended September 30, 2011 and 2010 was 2.7 times and 2.5 times, respectively. 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. Our calculation

 

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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. The following table shows the calculation of our debt service coverage ratios (unaudited, dollars in thousands):

 

     Nine Months Ended September 30,  
         2011              2010      

Interest coverage amount

   $ 198,590       $ 195,626   

Interest expense, gross

     54,455         59,015   

Recurring principal payments

     18,361         20,761   
  

 

 

    

 

 

 

Debt service

   $ 72,816       $ 79,776   

Debt service coverage ratio

     2.7         2.5   
  

 

 

    

 

 

 

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.

The following table summarizes our FFO, FFO per share and certain other financial information for the three and nine months ended September 30, 2011 and 2010 (unaudited, in thousands, except per share information):

 

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     Three Months Ended September 30,     Nine Months Ended September 30,  
         2011             2010             2011             2010      

Net income available to common shareholders of Entertainment Properties Trust

   $ 25,749      $ 27,457      $ 52,379      $ 58,017   

Loss (gain) on sale of real estate

     (16     (198     (18,309     736   

Real estate depreciation and amortization

     11,765        13,334        37,237        39,135   

Allocated share of joint venture depreciation

     113        81        334        218   

Noncontrolling interest

     —          —          —          (1,905
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO available to common shareholders of Entertainment Properties Trust

   $ 37,611      $ 40,674      $ 71,641      $ 96,201   
  

 

 

   

 

 

   

 

 

   

 

 

 

FFO per common share attributable to Entertainment Properties Trust:

        

Basic

   $ 0.81      $ 0.87      $ 1.54      $ 2.15   

Diluted

     0.80        0.87        1.53        2.14   

Shares used for computation (in thousands):

        

Basic

     46,680        46,511        46,611        44,757   

Diluted

     46,918        46,809        46,874        45,037   

Other financial information:

        

Dividends per common share

   $ 0.70      $ 0.65      $ 2.10      $ 1.95   

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 9.0% 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 diluted FFO per share for the three and nine months ended September 30, 2011 and 2010 because the effect is anti-dilutive.

Adjusted Funds From Operations (“AFFO”)

In addition to FFO, AFFO is presented by adding to FFO non-cash impairment charges and 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, preferred share redemption costs and amortization of above market leases, net; and subtracting maintenance capital expenditures (including second generation tenant improvements and leasing commissions), straight-line 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 and should not be considered an alternative to any GAAP liquidity measures. 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.

The following table summarizes our AFFO for the three and nine months ended September 30, 2011 and 2010 (in thousands):

 

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     Three Months Ended September 30,     Nine Months Ended September 30,  
     2011     2010     2011     2010  

FFO available to common shareholders of Entertainment Properties Trust

   $ 37,611      $ 40,674      $ 71,641      $ 96,201   

Adjustments:

        

Non-cash impairment charges and provision for loan losses

     —          —          36,056        700   

Transaction costs

     148        11        1,497        7,646   

Non-real estate depreciation and amortization

     271        130        810        357   

Deferred financing fees amortization

     1,034        1,122        2,821        3,748   

Costs associated with loan refinancing

     —          —          6,388        15,620   

Share-based compensation expense to management and trustees

     1,371        1,187        4,211        3,522   

Maintenance capital expenditures (1)

     (946     (2,872     (3,148     (3,323

Straight-line rental revenue

     (92     (426     (668     (1,241

Non-cash portion of mortgage and other financing income

     (1,268     (1,201     (3,877     (4,464

Amortization of above market leases, net

     —          74        20        134   

Gain on acquisition

     —          —          —          (8,468

Preferred share redemption costs

     2,769          2,769     
  

 

 

   

 

 

   

 

 

   

 

 

 

AFFO available to common shareholders of Entertainment Properties Trust

   $ 40,898      $ 38,699      $ 118,520      $ 110,432   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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

Impact of Recently Issued Accounting Standards

In January 2011, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update 2011-1 (“ASU 2011-1”). ASU 2011-1 temporarily deferred the disclosures regarding troubled debt restructurings which were included in the disclosure requirements about the credit quality of financing receivables and the allowance for credit losses which was issued in July 2010. In April 2011, the FASB issued additional guidance and clarifications to help creditors in determining whether a creditor has granted a concession, and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The new guidance and the previously deferred disclosures are effective July 1, 2011 applied retrospectively to January 1, 2011. Prospective application is required for any new impairment identified as a result of this guidance. We do not expect that the adoption of these new disclosure requirements will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05 Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in equity. ASU 2011-05 is effective for us in our first quarter of 2012 and is required to be applied retrospectively. We do not expect that the adoption of ASU 2011-05 will have a material effect on our consolidated financial statements.

 

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In September 2011, the FASB issued ASU 2011-08 Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 adds a qualitative assessment to the annual goodwill impairment test that allows companies to determine whether they need to perform the two-step impairment test. The objective of the guidance is to simplify how companies test goodwill for impairment, and more specifically, to reduce the cost and complexity of performing the goodwill impairment test. The guidance may change how the goodwill impairment test is performed, but should not change the timing or measurement of goodwill impairments. The qualitative screen is effective for companies with fiscal years beginning after December 15, 2011. Early adoption is permitted for all companies. The Company will consider the new guidance in performing its annual goodwill impairment test beginning in 2012.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, primarily relating to potential losses due to changes in interest rates and foreign currency exchange rates. We seek to mitigate the effects of fluctuations in interest rates by matching the term of new investments with new long-term fixed rate borrowings whenever possible. We also have a $400.0 million unsecured revolving credit facility with $195.0 million outstanding as of September 30, 2011 and a $10.7 million bond, both of which bear interest at a floating rate.

We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of such refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings are subject to mortgages or contractual agreements which limit the amount of indebtedness we may incur. Accordingly, if we are unable to raise additional equity or borrow money due to these limitations, our ability to make additional real estate investments may be limited.

We are exposed to foreign currency risk against our functional currency, the U.S. dollar, on our four Canadian properties. We financed the acquisition of these Canadian entertainment retail centers with a fixed rate mortgage loan from a Canadian lender in the original aggregate principal amount of approximately U.S. $97 million. The loan was made and is payable by us in CAD, and the rents received from tenants of the properties are payable in CAD.

As discussed above, we have partially mitigated the impact of foreign currency exchange risk on our Canadian properties by matching Canadian dollar debt financing with Canadian dollar rents. To further mitigate our foreign currency risk in future periods on these Canadian properties, during the second quarter of 2007, we entered into a cross currency swap with a notional value of $76.0 million CAD and $71.5 million U.S. The swap calls for monthly exchanges from January 2008 through February 2014 with us paying CAD based on an annual rate of 17.16% of the notional amount and receiving U.S. dollars based on an annual rate of 17.4% of the notional amount. There is no initial or final exchange of the notional amounts. The net effect of this swap is to lock in an exchange rate of $1.05 CAD per U.S. dollar on approximately $13 million of annual CAD denominated cash flows. These foreign currency derivatives should hedge a significant portion of our expected CAD denominated FFO of our Canadian properties through February 2014 as their impact on our reported FFO when settled should move in the opposite direction of the exchange rates utilized to translate revenues and expenses of these properties.

In order to also hedge our net investment on our Canadian properties, we entered into a forward contract with a notional amount of $100 million CAD and a February 2014 settlement date which coincides with the maturity of our underlying mortgage on these four properties. The exchange

 

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rate of this forward contract is approximately $1.04 CAD per U.S. dollar. This forward contract should hedge a significant portion of our CAD denominated net investment in these centers through February 2014 as the impact on accumulated other comprehensive income from marking the derivative to market should move in the opposite direction of the translation adjustment on the net assets of our Canadian properties.

Additionally, we have entered into foreign currency forward agreements to hedge the currency fluctuations related to the monthly cash flows of our Canadian properties. These foreign currency forwards settled or settle at the end of each month from April to December 2011 and lock in an exchange rate of $0.99 CAD per U.S. dollar on approximately $500 thousand monthly CAD denominated cash flows.

See Note 11 to the consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our derivative financial instruments and hedging activities.

 

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our disclosure controls were designed to provide reasonable assurance that the controls and procedures would meet their objectives. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusions of two or more people, or by management override of the control. Because of the inherent limitations in a cost-effective, maturing control system, misstatements due to error or fraud may occur and not be detected.

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

On October 20, 2011, Concord Associates, L.P., Concord Resort, LLC and Concord Kiamesha LLC filed a complaint with the Supreme Court of the State of New York, County of Westchester against the Company and certain of its subsidiaries alleging breach of contract and breach of the duty of good faith and fair dealing with respect to a casino development agreement relating to the casino resort project in Sullivan County, New York. Plaintiffs are seeking specific performance with respect to such agreement and money damages of $800 million. The Company intends to vigorously defend the claims asserted against the Company and certain of its subsidiaries by the Concord entities for which it believes it has meritorious defenses.

 

Item 1A. Risk Factors

There were no material changes during the quarter from the risk factors previously discussed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 1, 2011.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended September 30, 2011, we did not sell any unregistered securities.

 

Item 3. Defaults Upon Senior Securities

There were no reportable events during the quarter ended September 30, 2011.

 

Item 4. (Removed and Reserved)

 

Item 5. Other Information

There were no reportable events during the quarter ended September 30, 2011.

 

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Item 6. Exhibits

 

  12.1*    Computation of Ratio of Earnings to Fixed Charges is attached hereto as Exhibit 12.1
  12.2*    Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions is attached hereto as Exhibit 12.2
  31.1*    Certification of David M. Brain, Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2*    Certification of Mark A. Peterson, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1*    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2*    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*    XBRL Instance Document
101.SCH*    XBRL Taxonomy Extension Schema
101.CAL*    XBRL Extension Calculation Linkbase
101.DEF*    XBRL Taxonomy Extension Definition Linkbase
101.LAB*    XBRL Taxonomy Extension Label Linkbase
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase

 

* Filed herewith.

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Quarterly Report on Form 10-Q. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    ENTERTAINMENT PROPERTIES TRUST
Dated: November 3, 2011   By  

    /s/ David M. Brain

  David M. Brain, President – Chief Executive
  Officer (Principal Executive Officer)
Dated: November 3, 2011   By  

    /s/ Mark A. Peterson

  Mark A. Peterson, Vice President – Chief
  Financial Officer (Principal Financial Officer and Chief Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit No.

  

Document

  12.1*    Computation of Ratio of Earnings to Fixed Charges is attached hereto as Exhibit 12.1
  12.2*    Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions is attached hereto as Exhibit 12.2
  31.1*    Certification of David M. Brain, Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2*    Certification of Mark A. Peterson, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1*    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2*    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*    XBRL Instance Document
101.SCH*    XBRL Taxonomy Extension Schema
101.CAL*    XBRL Extension Calculation Linkbase
101.DEF*    XBRL Taxonomy Extension Definition Linkbase
101.LAB*    XBRL Taxonomy Extension Label Linkbase
101.PRE*    XBRL Taxonomy Extension Presentation Linkbase

 

* Filed herewith.

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Quarterly Report on Form 10-Q. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof.

 

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