Robert J. Druten
James A. Olson
Barrett Brady
Jack A. Newman, Jr.
Peter C. Brown
David M. Brain
David M. Brain
Gregory K. Silvers
Mark A. Peterson
Michael L. Hirons
Morgan G. Earnest II
909 Walnut
Suite 200
Kansas City, MO 64106
816-472-1700
Toll Free: 888-EPR-REIT
Fax: 816-472-5794
www.eprkc.com
Dear Shareholder,
The 2011 year was one of material advancement that built upon the
major milestones of progress I chronicled for you in 2010. Progress was
made on key initiatives and the results were clear in positive shareholder
returns.
2011 DIVIDEND INCREASE
The clearest and strongest sign of progress and improved shareholder
results was our increased common share dividend. After two years of
common dividends paid at the same level we increased it markedly. We
raised our common dividend by 8%, from $2.60 to $2.80 a share.
This was made possible by:
Continued outstanding portfolio performance
Portfolio expansion in 2010 and continued growth in 2011
Capital cost improvements enabled by our 2010 investment
grade ratings
DIVIDEND SUPPORT
Portfolio Performance
To go nearly a decade and a half without ever missing a month of rent
in our primary area of investments, theatres, with over 100 locations,
has been described by many as remarkable.
During 2011 we were engaged in re-leasing and reopening the only
theatre property non-renewal we have ever had. The result reinforced
the picture of a great collection of assets. The former Grand 24 in
Dallas, Texas was nearly immediately re-leased to Southern Theatres
and Toby Keith’s I Love this Bar & Grill to operate as a 14 screen
megaplex and co-located country & western performance venue and
eatery. This was a great demonstration of the strength of our theatre
locations.
Our portfolio of Charter Public Schools set new enrollment records for
the 2011/2012 school year.
Our portfolio of 11 ski properties completed their 2010/2011 year with
record attendance and revenues.
Our waterpark investments likewise set new records in attendance and
revenues resulting in a payment of bonus rent under our percentage rent
agreement.
We experienced very strong performance throughout our property
investment portfolio.
Portfolio Expansion
During the prior year, 2010, we were able to grow the portfolio by over
$300 million and continued that progress with nearly $150 million in
quality additions in 2011. These investments at yields in excess of our
cost of capital raised cash flow per share results.
Capital Cost Improvements
In mid-2010 we sought and received investment grade ratings based on
the strong long-term performance of our portfolio and the low risk nature
of our capital structure. Since that time we have continued to improve
our capital structure and reduce its cost.
Early in 2011 we refinanced our bank syndicated short term line of
credit for the first time since being rated by the credit agencies.
Notably, we were able to expand it by about 20%, extend its duration
by about 40%, and significantly lower its cost by about 40%; a very
good result.
Likewise in late 2011 we were able to secure a new bank syndicated
term credit facility. Negotiated in 2011 but closed just after the 2012
New Year, we achieved the lowest cost of borrowing in our history.
We added a 5 year $240 million credit facility that is fixed for the first
4 years at a rate of 2.7%.
We have been able to reduce our cost of borrowing and as we convert
from amortizing secured debt to non-amortizing unsecured debt we
have been able to increase cash flows available to support increased
dividend levels.
OTHER NOTABLE ITEMS
During the year EPR executed its largest asset sale in its history. We
sold the retail and office mixed use project in downtown Toronto,
Canada known as Dundas Square. The development was anchored by
a 24 screen AMC megaplex and was largely an entertainment focused
retail center. EPR originally invested in the development as a mezzanine
lender but took control of the project during the 2009 financial crisis to
preserve our investment. Advised by many to walk away at great loss
due to uncertainties, we persevered and were rewarded. We not only
recovered our investment but gained a profit as well.
This sale early in the year created a strong liquidity position for the
Company but the required time to redeploy that capital into new
investments was one of the few things that created a downward drag on
per share earnings.
We made progress during the year selling down about 15% of our
investment position in vineyards and wineries that performed poorly in
the massive economic downturn of 2008 and 2009 and were deemed
non-strategic for the future of the Company. Again without the
exaggerated haste advised by many we have exercised patience and
realized a two-thirds recovery of our investments.
We also made progress through the year on a path toward
reinvigorating our land investment in the New York Catskill Mountains at
the site of the well-known former Concord resort. Originally one of a
number of lenders, we took control of this asset following the 2009
financial crisis again to secure our investment much as the project in
Toronto described above. We have been able to secure the
participation of the incumbent gaming operator in the area to take
advantage of the favorable gaming operations entitlement awarded the
property. We now look toward a future significant contribution from this
dormant asset.
TOTAL SHAREHOLDER RETURN
The combination of all the preceding with capital markets, that were
more stable but still somewhat jittery from the memory of the economic
collapse of ‘08/’09 and the looming sovereign debt problems in the
European Union, produced a strong overall economic result for the EPR
shareholder. The total shareholder return performance in 2011 was
over 17% based on average daily closing prices and our substantial
dividend of $2.80 per share.
OUTLOOK
The very good news is that the outlook for 2012 has already been
reinforced as quite positive with another significant common dividend
increase. We have already announced our 2011 dividend level of
$2.80 per share will be increased in 2012 by 7% to $3.00 per share.
Our regular progress is chronicled in events but is really enabled by our
consistent and disciplined adherence to our expressed key principles.
We remain specialized investors in niche classes of assets that
reflect high growth opportunities along with stable and attractive
returns.
We remain focused on a limited number of categories in which
we maintain a depth of knowledge and relationships.
We remain dynamic, expanding our portfolio in our proven
investment categories with an eye for new ones that fit our
stringent requirements.
We remain disciplined in our adherence to rigorous underwriting
centered on key industry and property level cash flow criteria.
We remain proven, yielding results superior to relevant indexes
and in our dedication to a substantial cash dividend.
Once again I want for all of us at EPR to express gratitude for the
opportunity to serve you. We expect to maintain dedicated to the
principles expressed and produce results to enjoy and in which we can
take pride.
David M. Brain
President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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
(State or other jurisdiction of
incorporation or organization)
909 Walnut Street, Suite 200
Kansas City, Missouri
(Address of principal executive offices)
43-1790877
(I.R.S. Employer
Identification No.)
64106
(Zip Code)
Registrant’s telephone number, including area code: (816) 472-1700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common shares of beneficial interest, par value $.01 per share
5.75% Series C cumulative convertible preferred shares of beneficial
interest, par value $.01 per share
7.375% Series D cumulative redeemable preferred shares of beneficial
interest, par value $.01 per share
9.00% Series E cumulative convertible preferred shares of beneficial interest,
par value $.01 per share
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
No
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
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
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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.
No
No
No
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the common shares of beneficial interest (“common shares”) of the registrant held by non-affiliates, based on the closing price on
the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the New York Stock Exchange, was $2,178,778,179.
At February 23, 2012, there were 46,654,779 common shares outstanding.
No
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2012 Annual Meeting of Shareholders to be filed with the Commission pursuant to Regulation 14A
are incorporated by reference in Part III of this Annual Report on Form 10-K.
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 Annual Report on Form
10-K. 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;
• Continuing volatility in the financial markets;
• Adverse changes in our credit ratings;
• An increase in interest rates;
• The duration or outcome of litigation, or other factors outside of the litigation, relating to our significant
investment in a planned casino and resort development which may cause the development to be indefinitely
delayed or cancelled;
• 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 or by any overbuilding of megaplex
theatres in their markets;
• Our ability to renew maturing leases with theatre tenants on terms comparable to prior leases and/or our ability
to lease any re-claimed space from some of our larger theatres at economically favorable terms;
• Risks of operating in the entertainment industry;
• Our ability to compete effectively;
• A single tenant represents a substantial portion of our lease revenue;
• A single tenant leases or is the mortgagor of all our investments related to metropolitan ski areas and a single
tenant leases a significant number of our public charter school properties;
• The ability of our public charter school tenants to comply with their charters and continue to receive funding
from state or other regulatory authorities, the approval by applicable governing authorities of substitute
operators to assume control of any failed public charter schools and our ability to negotiate the terms of new
leases with such substitute tenants on acceptable terms, and our ability to complete collateral substitutions as
applicable;
• Risks associated with use of leverage to acquire properties;
•
Financing arrangements that require lump-sum payments;
• 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;
2
• 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;
•
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, operating or financing properties for which the tenant's, mortgagor's or our
operations may be impacted by weather conditions and climate change;
• Risks associated with the ownership of vineyards and wineries;
• Risks associated with security breaches and other disruptions;
• 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 changes 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 this Annual Report on Form
10-K.
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 Annual Report on Form 10-K 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 Annual Report on Form 10-K.
3
TABLE OF CONTENTS
Page
PART I .............................................................................................................................................................
5
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business .......................................................................................................................
Risk Factors .................................................................................................................
Unresolved Staff Comments ........................................................................................
Properties .....................................................................................................................
Legal Proceedings........................................................................................................
Mine Safety Disclosures ..............................................................................................
5
12
24
24
31
31
PART II............................................................................................................................................................
32
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.....................................................................................
Selected Financial Data................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of
Operations ....................................................................................................................
Quantitative and Qualitative Disclosures About Market Risk.....................................
Financial Statements and Supplementary Data............................................................
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ....................................................................................................................
Controls and Procedures ..............................................................................................
Other Information ........................................................................................................
32
34
36
56
58
121
121
122
PART III...........................................................................................................................................................
123
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance...........................................
Executive Compensation .............................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters .....................................................................................................
Certain Relationships and Related Transactions, and Director Independence ............
Principal Accountant Fees and Services ......................................................................
123
123
123
123
123
PART IV ..........................................................................................................................................................
123
Item 15.
Exhibits and Financial Statement Schedules ...............................................................
123
4
Item 1. Business
General
PART I
Entertainment Properties Trust (“we,” “us,” “our,” “EPR” or the “Company”) was formed on August 22, 1997 as a
Maryland real estate investment trust (“REIT”), and an initial public offering of our common shares of beneficial interest
(“common shares”) was completed on November 18, 1997. Since that time, the Company has grown into a leading
specialty REIT with an investment portfolio that includes megaplex theatres, entertainment retail centers (centers
typically anchored by an entertainment component such as a megaplex theatre and containing other entertainment-
related or retail properties), public charter schools and other destination recreational and specialty properties. The
underwriting of our investments is centered on key industry and property cash flow criteria. As further explained under
“Growth Strategies” below, our investments are also guided by a focus on inflection opportunities that are associated
with or support enduring uses, excellent executions, attractive economics and an advantageous market position.
We are a self-administered REIT. As of December 31, 2011, we had total assets of approximately $3.1 billion (before
accumulated depreciation of approximately $0.3 billion). Our investments are generally structured as long-term triple-
net leases that require the tenants to pay substantially all expenses associated with the operation and maintenance of
the property, or as long-term mortgages with economics similar to our triple-net lease structure.
As of December 31, 2011, our real estate portfolio was comprised of approximately $2.6 billion in assets (before
accumulated depreciation of approximately $0.3 billion) and consisted of interests in:
•
•
•
•
•
•
•
112 megaplex theatre properties (including two joint venture properties) located in 33 states and Ontario,
Canada;
eight entertainment retail centers located in Westminster, Colorado; New Rochelle, New York; Burbank,
California; Suffolk, Virginia; and Ontario, Canada;
33 public charter school properties located in ten states and the District of Columbia;
other specialty properties, including eight wineries and five vineyards located in California and Washington
and a metropolitan ski property located in Ohio;
land parcels leased to restaurant and retail operators adjacent to several of our theatre properties;
approximately $22.8 million in construction in progress for real estate development; and
approximately $184.5 million in undeveloped land inventory.
As of December 31, 2011, our real estate portfolio of megaplex theatre properties consisted of approximately 8.8 million
square feet and was 99% occupied and our remaining real estate portfolio consisted of 4.4 million square feet and was
96% occupied. The combined real estate portfolio consisted of 13.2 million square feet and was 98% occupied. Our
theatre properties are leased to 13 different leading theatre operators in 33 states and Ontario, Canada. For the year
ended December 31, 2011, approximately 35% of our total revenue was derived from rental payments by AMC.
As of December 31, 2011, we had invested approximately $233.6 million, net of initial direct costs of $1.8 million, in
27 public charter school properties leased under a master lease to Imagine Schools, Inc. (“Imagine”). We own the fee
interest in these properties; however, due to the terms of this lease it is accounted for as a direct financing lease. In
addition, we own six public charter school properties leased to four other operators. Our public charter school properties
are located in ten states and the District of Columbia.
As of December 31, 2011, we had the following mortgage notes receivable with an outstanding balance of approximately
$325.1 million (including accrued interest):
•
•
$178.4 million in mortgage financing secured by a water-park anchored entertainment village in Kansas City,
Kansas as well as two other water-parks in Texas ; and
$145.4 million in mortgage financing for ten metropolitan ski properties and development land located in New
Hampshire, Vermont, Missouri, Indiana, Ohio and Pennsylvania.
5
•
$1.3 million in mortgage financing related to the development a public charter school.
Also, as of December 31, 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 approximately $3.0 billion at December 31, 2011. Total investments is a non-GAAP financial
measure defined herein as the sum of the carrying values of rental properties and rental properties held for sale (before
accumulated depreciation), land held for development, property under development, mortgage notes receivable
(including related accrued interest receivable), net, investment in a 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 December 31, 2011 (in thousands):
Rental properties, net of accumulated depreciation
$
1,819,176
Rental properties held for sale, net of accumulated depreciation
Add back accumulated depreciation on rental properties
Add back accumulated depreciation on rental properties held for sale
Land held for development
Property under development
Mortgage notes and related accrued interest receivable, net
Investment in a direct financing lease, net
Investment in joint ventures
Intangible assets, net of accumulated amortization
Add back accumulated amortization on intangible assets
Notes receivable and related accrued interest receivable, net
4,696
335,116
319
184,457
22,761
325,097
233,619
25,053
4,485
9,551
5,015
Total investments
$
2,969,345
Management believes that total investments is a useful measure for management and investors as it illustrates across
which asset categories the Company’s funds have been invested. Of our total investments of $3.0 billion at December 31,
2011, $2.0 billion or 68% related to megaplex theatres, entertainment retail centers and other retail parcels, $286.2
million or 10% related to public charter schools and $667.5 million or 22% related to other destination recreational
and specialty properties. Furthermore, of the $667.5 million related to other destination recreational and specialty
properties, $158.4 million related to metropolitan ski areas, $178.4 million related to the water-park anchored
entertainment village development in Kansas and two Texas water-parks, $180.0 million related to the land held for
development in Sullivan County, New York and $150.7 million related to vineyards and wineries. At December 31,
2011, affiliates of Imagine are the lessees of 82% of our public charter school properties. Similarly, 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.
As further described in Note 2 to the consolidated financial statements included in this Annual Report on Form 10-K,
during the year ended December 31, 2011, $42.3 million, or approximately 14% of our total revenue was derived from
our four entertainment retail centers in Ontario, Canada. The Company’s wholly-owned subsidiaries that hold the
Canadian entertainment retail centers and third party debt represent approximately $144.6 million or 10% of the
Company’s equity as of December 31, 2011.
We aggregate the financial information of all our investments into one reportable segment because our investments
have similar economic characteristics and because we do not internally report and during 2011 we were not internally
organized by investment or transaction type.
We believe destination entertainment, entertainment-related, public charter schools, metropolitan ski areas and other
recreational and specialty properties are highly enduring sectors of the real estate industry and that, as a result of our
6
focus on properties in these sectors, industry knowledge and the industry relationships of our management, we have a
competitive advantage in providing capital to operators of these types of properties. We believe this focused niche
approach offers the potential for higher growth and better yields.
During the past two years, we have taken significant steps to implement our strategy of migrating to an unsecured debt
structure and maintaining significant liquidity. In 2010, we issued $250.0 million of unsecured notes and entered into
a new $320.0 million unsecured revolving credit facility. During 2011 and early 2012, we amended our unsecured
revolving credit facility to an increased capacity of $400 million at a significantly lower interest rate spread and entered
into a new $240 million term loan. Having enhanced our liquidity position, strengthened our balance sheet and obtained
access to the unsecured debt markets, we believe we are better positioned to aggressively pursue potential investments,
acquisitions and financing transaction opportunities that may become available to us from time to time.
We believe our management’s knowledge and industry relationships have facilitated favorable opportunities for us to
acquire, finance and lease properties. Historically, our primary challenges have been locating suitable properties,
negotiating favorable lease or financing terms, and managing our real estate portfolio as we have continued to grow.
We are particularly focused on property categories which allow us to use our experience to mitigate some of the risks
inherent in the current economic environment. We cannot provide any assurance that any such potential investment or
acquisition opportunities will arise in the near future, or that we will actively pursue any such opportunities.
Megaplex Theatres
A significant portion of our assets consist of megaplex theatres. Megaplex theatres typically are multi-screen with
stadium-style seating (seating with elevation between rows to provide unobstructed viewing) and are equipped with
amenities that significantly enhance the audio and visual experience of the patron. We believe the development of new
generation megaplex theatres, including the introduction of new digital cinema and 3-D technology, has accelerated
the obsolescence of many of the previous generation of multiplex theatres by setting new standards for moviegoers,
who, in our experience, have demonstrated their preference for the more attractive surroundings, wider variety of films,
enhanced quality of visual presentation and superior customer service typical of megaplex theatres.
We expect the development of megaplex theatres to continue in the United States and abroad over the long-term. With
the development of the stadium style megaplex theatre as the preeminent format for cinema exhibition, the older
generation of smaller sloped theatres has generally experienced a significant downturn in attendance and performance.
As a result of the significant capital commitment involved in building megaplex theatres and the experience and industry
relationships of our management, we believe we will continue to have opportunities to provide capital to exhibition
businesses for development of new megaplex theatres.
The success of several of our larger 24 and 30 screen properties has resulted in other exhibitors building properties that
have reduced the 20 to 25 mile customer drawing range that these properties previously enjoyed. As a result of these
competitive pressures, we may, at the expiration of the primary term of a lease, reduce the number of screens at a
property to better reflect the existing market demands. Any such screen reduction will create an opportunity to reclaim
a portion of the former theatre for conversion to another use, while retaining the majority of the building for a newly
re-configured theatre. In addition to positioning expiring theatre assets for continued success, the redevelopment of
these assets creates an opportunity to diversify the Company's tenant base.
Additionally, many theatre operators are expanding their food and beverage offerings, including the introduction of
varying in-theatre dining options with alcohol availability. The introduction of these enhanced food and beverage
offerings, along with the technological improvements of digital projection, large-format and 3-D presentation, should
continue to drive future growth and create opportunities to deploy capital both in the US and abroad.
Entertainment Retail Centers
We continue to seek opportunities for the development of additional restaurant, retail and other entertainment venues
around our existing portfolio. The opportunity to capitalize on the traffic generation of our market-dominant theatres
to create entertainment retail centers (“ERC’s”) not only strengthens the execution of the megaplex theatre but adds
7
diversity to our tenant and asset base. We have and will continue to evaluate our existing portfolio for additional
development of retail and entertainment density, and we will also continue to evaluate the purchase or financing of
existing ERC’s that have demonstrated strong financial performance and meet our quality standards. The leasing and
property management requirements of our ERC’s are generally met through the use of third-party professional service
providers.
Although we are primarily a long-term investor, we may also sell assets if we believe that it is in the best interest of
our shareholders. During 2011, we sold our Toronto Dundas Square entertainment retail center and related signage
business in downtown Toronto for gross sale proceeds of approximately $226 million Canadian and recorded a net gain
of $18.3 million U.S.
Public Charter Schools
Public charter schools are tuition-free, independent schools that are publicly funded by local, state and federal tax
dollars based on enrollment. Like district public schools, public charter schools are required to meet both state and
federal academic standards. Driven by the need to improve the quality of public education and provide more school
choice in America, public charter schools are one of the fastest growing segments of the multi-billion dollar educational
facilities sector, and a critical need exists for the financing of new and refurbished educational facilities. To meet this
need, we have established relationships with public charter school operators and developers across the country and
expect to continue to develop our leadership position in providing real estate financing in this area.
Public charter schools are operated pursuant to charters granted by various state or other regulatory authorities and are
dependent upon funding from such sources. Due to revenue shortfalls and other factors, these authorities have pressure
to reduce their spending budgets and, as a result, educational funding has been reduced in some cases and may continue
to be reduced in the future. This can impact our tenants' operations and potentially their ability to pay our scheduled
rent. However, these reductions differ state by state and have historically been more significant at the post-secondary
education level than at the K-12 level that our tenants' serve. Furthermore, while there can be no assurance as to the
level of these cuts, we analyze each state's fiscal situation and commitment to the charter school movement before
providing financing in a new state, and also factor in anticipated reductions (as applicable) in the states in which we
do decide to do business.
Metropolitan Ski Areas
Our daily attendance ski park model provides a sustainable advantage for the value conscious consumer, providing
outdoor entertainment during the winter. All of the high-quality ski and snowboarding areas that serve as collateral for
our mortgage notes in this area as well as our one owned property offer snowmaking capabilities and provide a variety
of terrains and vertical drop options. The primary appeal of our ski parks lies in the convenient, low cost and reliable
experience consumers can expect. Skiers and snowboarders are passionate about their sport and they invest in equipment
to enjoy it. However, not every enthusiast has the time or money to travel to and stay at expensive mountain locations.
Given that all of our ski parks are located near major metropolitan areas, they offer skiing and snowboarding as an
everyday experience, not simply as a once-a-season vacation. Furthermore, advanced snowmaking capabilities increase
the reliability of the experience versus other ski areas that do not have such capabilities. We expect to continue to
pursue opportunities in this area.
Vineyards and Wineries
The wine industry was adversely affected by the recent economic downturn which affected 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. During the
second quarter of 2011, we engaged outside brokers to list all of our vineyard and winery properties for sale or lease
with the primary focus on selling all these assets within two years. During 2011, we completed the sale of three vineyard
and winery investments.
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Other Recreational and Specialty Properties
The venue replacement cycle in theatrical exhibition and public charter schools each represent what we consider to be
an inflection opportunity, a demand for new capital stimulated by a need to upgrade to new technologies and delivery
formats. We expect other destination retail, recreational and specialty properties to undergo similar transformations
stimulated by growth, renewal and/or restructuring. We have begun and expect to continue to pursue opportunities to
provide capital for such new generations of attractive and successful properties in selected niche markets.
Business Objectives and Strategies
Our long-term primary business objective is to enhance shareholder value by achieving predictable and increasing
Funds From Operations (“FFO”) and dividends per share (See Item 7 – “Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Funds From Operations” for a discussion of FFO). 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. We
intend to achieve this objective by continuing to execute the Growth Strategies, Operating Strategies and Capitalization
Strategies described below.
Growth Strategies
As a part of our growth strategy, we will consider acquiring or developing additional megaplex theatre properties,
public charter schools and metropolitan ski areas, and acquiring or developing other single-tenant entertainment,
entertainment-related, recreational or specialty properties. We will also consider acquiring or developing additional
ERC’s. We may also pursue opportunities to provide mortgage financing for these same property types in certain
situations where this structure is more advantageous than owning the underlying real estate.
Our investing strategy centers on five guiding principles which we call our Five Star Investment Strategy:
Inflection Opportunity
We look for a new generation of facilities emerging as a result of age, technology, or change in the lifestyle of consumers
which create development, renewal or restructuring opportunities requiring significant capital.
Enduring Value
We look for real estate that supports activities that are commercially successful and have a reasonable basis for continued
and sustainable customer demand in the future. Further, we seek circumstances where the magnitude of change in the
new generation of facilities adds substantially to the customer experience.
Excellent Execution
We seek attractive locations and best-of-class executions that create market-dominant properties which we believe
create a competitive advantage and enhance sustainable customer demand within the category despite a potential change
in tenant. We minimize the potential for turnover by seeking tenants with a reliable track record of customer service
and satisfaction.
Attractive Economics
We seek investments that provide accretive returns initially and increasing returns over time with rent escalators and
percentage rent features that allow participation in the financial performance of the property. Further, we are interested
in investments that provide a depth of opportunity to invest sufficient capital to be meaningful to our total financial
results and also provide diversity by market, geography or tenant operator.
Advantageous Position
In combination with the preceding principles, when investing we look for a competitive advantage such as unique
knowledge of the category, access to industry information, a preferred tenant relationship or other relationships that
provide access to sites and development projects.
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Operating Strategies
Lease Risk Minimization
To avoid initial lease-up risks and produce a predictable income stream, we typically acquire single-tenant properties
that are leased under long-term leases. We believe our willingness to make long-term investments in properties offers
our tenants financial flexibility and allows tenants to allocate capital to their core businesses. Although we will continue
to emphasize single-tenant properties, we have acquired and may continue to acquire multi-tenant properties we believe
add shareholder value.
Lease Structure
We have structured our property acquisitions and leasing arrangements to achieve a positive spread between our cost
of capital and the rentals paid by our tenants. We typically structure leases on a triple-net basis under which the tenants
bear the principal portion of the financial and operational responsibility for the properties. During each lease term and
any renewal periods, the leases typically provide for periodic increases in rent and/or percentage rent based upon a
percentage of the tenant’s gross sales over a pre-determined level. In our multi-tenant property leases and some of our
theatre leases, we generally require the tenant to pay a common area maintenance (“CAM”) charge to defray its pro
rata share of insurance, taxes and maintenance costs.
Mortgage Structure
We have structured our mortgages to achieve economics similar to our triple-net lease structure with a positive spread
between our cost of capital and the interest paid by our tenants. During each mortgage term and any renewal periods,
the notes typically provide for periodic increases in interest and/or participating features based upon a percentage of
the tenant’s gross sales over a pre-determined level.
Tenant and Customer Relationships
We intend to continue developing and maintaining long-term working relationships with theatre, restaurant, retail,
public charter school, metropolitan ski area and other recreation and specialty business operators and developers by
providing capital for multiple properties on an international, national or regional basis, thereby creating efficiency and
value for both the operators and the Company.
Portfolio Diversification
We will endeavor to further diversify our asset base by property type, geographic location and tenant or customer. In
pursuing this diversification strategy, we will target theatre, restaurant, retail, public charter school, metropolitan ski
area and other recreational and specialty business operators that we view as leaders in their market segments and have
the ability to compete effectively and perform under their agreements with the Company.
Development
We intend to continue developing properties that meet our guiding principles. We generally do not begin development
of a single tenant property without a signed lease providing for rental payments during the development period that are
commensurate with our level of capital investment. In the case of a multi-tenant development, we generally require a
significant amount of the development to be pre-leased prior to construction to minimize lease-up risk. In addition, to
minimize overhead costs and to provide the greatest amount of flexibility, we generally outsource construction
management to third party firms.
Capitalization Strategies
Debt and Equity Financing
Our debt to gross assets ratio (i.e. long-term debt of the Company as a percentage of total assets plus accumulated
depreciation) was 38% at December 31, 2011. We expect to maintain a debt to gross assets ratio of between 35% and
45% going forward. While maintaining lower leverage mitigates the growth in per share results, we believe lower
leverage and an emphasis on liquidity are prudent during the current economic cycle.
On October 13, 2011, we amended and restated our unsecured revolving credit facility at a significantly lower interest
rate spread and increased its capacity to $400 million. The facility has a maturity date of October 13, 2015 with a one
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year extension available at the Company's option. Additionally, on January 5, 2012, we entered into a new $240 million
five year term loan facility. The loan matures on January 5, 2017 and proceeds were used primarily to pay down our
revolving credit facility to zero. The unsecured revolving credit facility and the term loan are guaranteed by certain of
our subsidiaries.
Prior to 2010, we relied primarily on secured debt financings. Since then we completed out inaugural public senior
unsecured note offering, our unsecured revolving credit facility and new term loan, which represent significant steps
in the implementation of our strategy to migrate to an unsecured debt structure. In the future, we may from time to time
seek to access the public and private credit markets on an opportunistic basis through the issuance of unsecured debt
securities. We believe this strategy will increase our access to capital and permit us to more efficiently match available
debt and equity financing to our ongoing capital requirements.
Our sources of equity financing consist of the issuance of common shares as well as the issuance of preferred shares
(including convertible preferred shares). In addition to larger underwritten registered public offerings of both common
and preferred shares, we have also offered shares pursuant to registered public offerings through the direct share purchase
component of our Dividend Reinvestment and Direct Share Purchase Plan (“DSP Plan”). While such offerings are
generally smaller than a typical underwritten public offering, issuing common shares under the direct share purchase
component of our DSP Plan allows us to access capital on a more frequent basis in a cost-effective manner. We expect
to opportunistically access the equity markets in the future and, depending primarily on the size and timing of our equity
capital needs, may continue to issue shares under the direct share purchase component of our DSP Plan. Furthermore,
we may issue shares in connection with acquisitions in the future.
Joint Ventures
We will examine and may pursue potential additional joint venture opportunities with institutional investors or
developers if the investments to which they relate meet our guiding principles discussed above. We may employ higher
leverage in joint ventures.
Payment of Regular Distributions
We have paid and expect to continue to pay quarterly dividend distributions to our common and preferred shareholders.
Our Series C cumulative convertible preferred shares (“Series C preferred shares”) have a dividend rate of 5.75%, our
Series D cumulative redeemable preferred shares (“Series D preferred shares”) have a dividend rate of 7.375%, and
our Series E cumulative convertible preferred shares (“Series E preferred shares”) have a dividend rate of 9.00%.
Among the factors the Company’s board of trustees (“Board of Trustees”) considers in setting the common share
distribution rate are the applicable REIT tax rules and regulations that apply to distributions, the Company’s results of
operations, including FFO per share, and the Company’s Cash Available for Distribution (defined as net cash flow
available for distribution after payment of operating expenses, debt service, preferred dividends and other obligations).
Competition
We compete for real estate financing opportunities with other companies that invest in real estate, as well as traditional
financial sources such as banks and insurance companies. REITs have financed and may continue to seek to finance
destination entertainment, entertainment-related, public charter schools, metropolitan ski areas and other recreational
or specialty properties as new properties are developed or become available for acquisition.
Employees
As of December 31, 2011, we had 27 full time employees.
Principal Executive Offices
The Company’s principal executive offices are located at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106;
telephone (816) 472-1700.
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Materials Available on Our Website
Our internet website address is www.eprkc.com. We make available, free of charge, through our website copies of our
Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after
we electronically file such material with, or furnish it to the Securities and Exchange Commission (the “Commission”
or “SEC”). You may also view our Code of Business Conduct and Ethics, Company Governance Guidelines,
Independence Standards for Trustees and the charters of our audit, nominating/company governance, finance and
compensation committees on our website. Copies of these documents are also available in print to any person who
requests them.
Item 1A. Risk Factors
There are many risks and uncertainties that can affect our current or future business, operating results, financial
performance or share price. Here is a brief description of some of the important factors which could adversely affect
our current or future business, operating results, financial condition or share price. This discussion includes a number
of forward-looking statements. See “Forward Looking Statements.”
Risks That May Impact Our Financial Condition or Performance
Volatility in the financial markets may impair our ability to refinance existing obligations or obtain new financing
for acquisition or development of properties.
The global financial markets recently have undergone and may continue to experience pervasive and fundamental
disruptions. While the capital markets have shown signs of improvement, the sustainability of an economic recovery
is uncertain and additional levels of market disruption and volatility could materially adversely impact our ability to
refinance our existing obligations as they mature or obtain new financing for acquisition or development of properties.
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on
favorable terms, if at all, and negatively impact the market price of our securities, including our common stock.
The credit ratings of our senior unsecured debt and preferred equity securities are based on our operating performance,
liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their
rating analyses of us. Our credit ratings can affect the amount and type of capital we can access, as well as the terms
of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings
and in the event that our current credit ratings deteriorate, we would likely incur higher borrowing costs and it may be
more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. Also, a
downgrade in our credit ratings would trigger additional costs or other potentially negative consequences under our
current and future credit facilities and debt instruments.
An increase in interest rates could increase interest cost on new debt, and could materially adversely impact our
ability to refinance existing debt, sell assets and limit our acquisition and development activities.
If interest rates increase, so could our interest costs for any new debt. This increased cost could make the financing of
any acquisition and development activity more costly. Rising interest rates could limit our ability to refinance existing
debt when it matures, or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced
indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our
assets, thereby limiting our ability to reposition our portfolio promptly in response to changes in economic or other
conditions.
We previously made a significant investment in a planned casino and resort development, which is now the subject
of ongoing litigation. We cannot predict the duration or outcome of this litigation. In the event of prolonged litigation
or an unfavorable outcome, or other factors outside of the litigation, the casino project and resort development may
be indefinitely delayed or canceled, which could have a material adverse effect on the casino project and resort
development and/or our financial condition and results of operations.
We previously reached a settlement agreement with the developer of the planned casino and resort project in Sullivan
County, New York and certain related affiliates, pursuant to which we acquired certain land at the project. Entities
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affiliated with the developer of the casino property subsequently commenced litigation against us and certain of our
subsidiaries regarding matters addressed by the settlement agreement. We believe we have meritorious defenses to this
litigation and intend to defend it vigorously. There can be no assurances, however, as to the duration or ultimate outcome
of this litigation, nor can there be any assurances as to the costs we may incur in defending against and/or resolving
this litigation. In the event of prolonged litigation or an unfavorable outcome, or simply as a result of economic
conditions, the planned casino and resort development may be indefinitely delayed or canceled. There can be no
assurance that such an indefinite delay or cancellation would not have a material adverse effect on our investment,
which could cause us to record an impairment charge with respect to our interest in such property, and which could
result in a material adverse effect on our financial condition and results of operations.
The failure of a bank to fund a request (or any portion of such request) by us to borrow money under one of our
credit facilities could reduce our ability to make additional investments, fund our operations, service our debt and
pay distributions.
We have existing credit facilities with several banking institutions. If any of these banking institutions which are a party
to such credit facilities fails to fund a request (or any portion of such request) by us to borrow money under one of
these existing credit facilities, our ability to make investments in our business, fund our operations and pay debt service
and distributions could be reduced, each of which could result in a decline in the value of your investment.
The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay
distributions, make additional investments and service our debt.
We have diversified our cash and cash equivalents between several banking institutions in an attempt to minimize
exposure to any one of these entities. However, the Federal Deposit Insurance Corporation, or “FDIC,” only insures
interest-bearing accounts in amounts up to $250,000 per depositor per insured bank. We currently have cash and cash
equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. If any
of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000.
The loss of our deposits may have a material adverse effect on our financial condition.
We depend on leasing space to tenants on economically favorable terms and collecting rent from our tenants, who
may not be able to pay.
At any time, a tenant may experience a downturn in its business that may weaken its financial condition. Similarly, a
general decline in the economy may result in a decline in demand for space at our commercial properties. Our financial
results depend significantly on leasing space at our properties to tenants on economically favorable terms. In addition,
because a majority of our income comes from leasing real property, our income, funds available to pay indebtedness
and funds available for distribution to our shareholders will decrease if a significant number of our tenants cannot pay
their rent or if we are not able to maintain our levels of occupancy on favorable terms. If tenants of a property cannot
pay their rent or we are not able to maintain our levels of occupancy on favorable terms, there is also a risk that the fair
value of the underlying property will be considered less than its carrying value and we may have to take a charge against
earnings. In addition, if a tenant does not pay its rent, we might not be able to enforce our rights as landlord without
delays and might incur substantial legal costs.
If a tenant becomes bankrupt or insolvent, that could diminish or eliminate the income we expect from that tenant's
leases. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant
promptly or from a trustee or debtor-in-possession in a bankruptcy proceeding relating to the tenant. On the other hand,
a bankruptcy court might authorize the tenant to terminate its leases with us. If that happens, our claim against the
bankrupt tenant for unpaid future rent would be subject to statutory limitations that might be substantially less than the
remaining rent owed under the leases. In addition, any claim we have for unpaid past rent would likely not be paid in
full and we would also have to take a charge against earnings for any accrued straight-line rent receivable related to
the leases.
Specifically, the recent economic downturn has adversely affected the wine industry, and has severely impacted the
cash flow of many of our vineyard and winery properties, which has resulted and may continue to result in their failure
to have sufficient funds to support operations or make payments under their leases.
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We are exposed to the credit risk of our customers and counterparties and their failure to meet their financial
obligations could adversely affect our business.
Our business is subject to credit risk. There is a risk that a customer or counterparty will fail to meet its obligations
when due, particularly given the current state of the economy. Customers and counterparties that owe us money may
default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Although
we have procedures for reviewing credit exposures to specific customers and counterparties to address present credit
concerns, default risk may arise from events or circumstances that are difficult to detect or foresee. Some of our risk
management methods depend upon the evaluation of information regarding markets, clients or other matters that are
publicly available or otherwise accessible by us. That information may not, in all cases, be accurate, complete, up-to-
date or properly evaluated. In addition, concerns about, or a default by, one customer or counterparty could lead to
significant liquidity problems, losses or defaults by other customers or counterparties, which in turn could adversely
affect us. We may be materially and adversely affected in the event of a significant default by our customers and
counterparties.
We could be adversely affected by a borrower's bankruptcy or default.
If a borrower becomes bankrupt or insolvent or defaults under its loan, that could force us to declare a default and
foreclose on any available collateral. As a result, future interest income recognition related to the applicable note
receivable could be significantly reduced or eliminated. There is also a risk that the fair value of the collateral, if any,
will be less than the carrying value of the note and accrued interest receivable at the time of a foreclosure and we may
have to take a charge against earnings. If a property serves as collateral for a note, we may experience costs and delays
in recovering the property in foreclosure or finding a substitute operator for the property. If a mortgage we hold is
subordinated to senior financing secured by the property, our recovery would be limited to any amount remaining after
satisfaction of all amounts due to the holder of the senior financing. In addition, to protect our subordinated investment,
we may desire to refinance any senior financing. However, there is no assurance that such refinancing would be
available or, if it were to be available, that the terms would be attractive.
Our theatre tenants may be adversely affected by the obsolescence of any older multiplex theatres they own or by
any overbuilding of megaplex theatres in their markets.
The development of megaplex theatres has rendered many older multiplex theatres obsolete. To the extent our tenants
own a substantial number of multiplexes, they have been, or may in the future be, required to take significant charges
against their earnings resulting from the impairment of these assets. Megaplex theatre operators have also been and
could in the future be adversely affected by any overbuilding of megaplex theatres in their markets and the cost of
financing, building and leasing megaplex theatres.
The base term of some of our original theatre leases are beginning to expire and there is no assurance that such
leases will be renewed at existing lease terms or that we can lease any re-claimed space from some of our larger
theatres at economically favorable terms.
The base term of some of our original theatre leases are beginning to expire. For theatres that are not performing as
well as they did in the past, the tenants have and may continue to seek rent or other concessions or not renew at all.
Furthermore, some tenants of our larger megaplex theatres desire to down-size the theatres they lease to respond to
market trends. As a result, these tenants have and may continue to seek rent or other concessions from us, including
requiring us to down-size the theatres or otherwise modify the properties in order to renew their leases. Furthermore,
while any such screen reductions would likely create opportunities to reclaim a portion of the former theatres for
conversion to other uses, there is no guarantee that we can re-lease such space or that such leases would be at economically
favorable terms.
Operating risks in the entertainment industry may affect the ability of our tenants to perform under their leases.
The ability of our tenants to operate successfully in the entertainment industry and remain current on their lease
obligations depends on a number of factors, including the availability and popularity of motion pictures, the performance
of those pictures in tenants' markets, the allocation of popular pictures to tenants, the release window (represents the
time that elapses from the date of a picture's theatrical release to the date it is available on other mediums) and the terms
on which the pictures are licensed. Neither we nor our tenants control the operations of motion picture distributors.
Megaplex theatres represent a greater capital investment, and generate higher rents, than the previous generation of
multiplex theatres. For this reason, the ability of our tenants to operate profitably and perform under their leases could
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be dependent on their ability to generate higher revenues per screen than multiplex theatres typically produce. The
success of “out-of-home” entertainment venues such as megaplex theatres, entertainment retail centers and recreational
properties also depends on general economic conditions and the willingness of consumers to spend time and money
on out-of-home entertainment.
Real estate is a competitive business.
Our business operates in highly competitive environments. We compete with a large number of real estate property
owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors
of competition are rent or interest charged, attractiveness of location, the quality of the property and breadth and quality
of services provided. If our competitors offer space at rental rates below the rental rates we are currently charging our
tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently
charge in order to retain tenants when our tenants' leases expire. Our success depends upon, among other factors, trends
of the national and local economies, financial condition and operating results of current and prospective tenants and
customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations,
legislation and population trends.
A single tenant represents a substantial portion of our lease revenues.
For the year ended December 31, 2011, approximately 35% of our total revenue was derived from rental payments by
AMC, one of the nation's largest movie exhibition companies, under leases for megaplex theatre properties. AMCE
Entertainment, Inc. (“AMCE”) has guaranteed AMC's performance under substantially all of their leases. We have
diversified and expect to continue to diversify our real estate portfolio by entering into lease transactions with a number
of other leading operators. Nevertheless, our revenues and our continuing ability to service our debt and pay shareholder
dividends are currently substantially dependent on AMC's performance under its leases and AMCE's performance under
its guarantee.
We believe AMC occupies a strong position in the industry and we intend to continue acquiring and leasing back or
developing new AMC theatres. However, AMC and AMCE are susceptible to the same risks as our other tenants
described herein. If for any reason AMC failed to perform under its lease obligations and AMCE did not perform under
its guarantee, we could be required to reduce or suspend our shareholder distributions and may not have sufficient funds
to support operations or service our debt until substitute tenants are obtained. If that happened, we cannot predict when
or whether we could obtain substitute quality tenants on acceptable terms.
A single tenant leases or is the mortgagor of all our investments related to metropolitan ski areas and a single tenant
leases a significant number of our public charter school properties.
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. Similarly, Imagine is the lessee of a significant number of our
public charter school properties. If Peak failed to perform under its lease and mortgage loan obligations, and/or Imagine
failed to perform under its master lease, we may need to reduce our shareholder distributions and may not have sufficient
funds to support operations or service our debt until substitute operators are obtained. If that happened, we cannot
predict when or whether we could obtain quality substitute tenants or mortgagors on acceptable terms.
Public charter schools are operated pursuant to charters granted by various state or other regulatory authorities
and are dependent upon funding from such regulatory authorities. We could be adversely affected by a public
charter school's failure to comply with its charter, non-renewal of a charter upon expiration or by its reduction or
loss of funding.
Our public charter school properties operate pursuant to charters granted by various state or other regulatory authorities,
which are generally shorter than our lease terms, and most of the schools have undergone or expect to undergo compliance
audits or reviews by such regulatory authorities. Such audits and reviews examine the financial as well as the academic
performance of the school. Adverse audit or review findings could result in non-renewal, revocation or termination of
a charter school's charter, or in some cases, a reduction in the amount of state funding, repayment of previously received
state funding or other economic sanctions. Our public charter school tenants are also dependent upon funding from
various state or other regulatory authorities, which are currently experiencing budgetary constraints, and any reduction
or loss of such funding could adversely affect a public charter school's ability to comply with its charter and/or pay its
obligations.
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Although our public charter school tenants have not experienced a significant number of charter non-renewals,
revocations or terminations to date, there can be no assurances that such tenants' charters will not be subject to these
actions in the future. Imagine, an operator of public charter schools, is a lessee of a significant number of our public
charter school properties. Recently, some of the public charter schools operated by Imagine that are located on our
properties have been subject to compliance audits or reviews that resulted in probationary actions and, in one case,
charter revocation. We are currently in the process of resolving these issues with Imagine; however there can be no
assurances that any such solutions will satisfy either the respective regulatory body or the Company, and could result
in the Company pursuing its remedies in the lease.
We believe that we have taken actions to mitigate, or have otherwise accounted for, some of the risks associated with
our public charter school properties. For instance, Imagine is required to maintain irrevocable letters of credit to secure
a portion of their annual lease payment owed to us under the master lease agreement. Subject to our approval and
certain other terms and conditions, the master lease agreement also allows Imagine to repurchase from us the public
charter school properties that are causing technical defaults and, in substitution for such properties, sell to us public
charter school properties that would otherwise comply with the lease agreement. However, there is no guarantee that
acceptable schools will be available for substitutions or that such substitutions will be completed. In addition, while
governing authorities may approve substitute operators for failed public charter schools to ensure continuity for students,
we cannot predict when or whether applicable governing authorities would approve such substitute operators, nor can
we predict whether we could reach lease agreements with such substitute tenants on acceptable terms.
There are risks inherent in having indebtedness and the use of such indebtedness to fund acquisitions.
We currently utilize debt to fund portions of our operations and acquisitions. In a rising interest rate environment, the
cost of our variable rate debt and any new variable rate debt will increase. We have used leverage to acquire properties
and expect to continue to do so in the future. Although the use of leverage is common in the real estate industry, our
use of debt exposes us to some risks. If a significant number of our tenants fail to make their lease payments and we
don't have sufficient cash to pay principal and interest on the debt, we could default on our debt obligations. A substantial
amount of our debt financing is secured by mortgages on our properties. If we fail to meet our mortgage payments,
the lenders could declare a default and foreclose on those properties.
Most of our debt instruments contain balloon payments which may adversely impact our financial performance and
our ability to pay distributions.
Most of our financing arrangements require us to make a lump-sum or "balloon" payment at maturity. There can be no
assurance that we will be able to refinance such debt on favorable terms or at all. To the extent we cannot refinance
such debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay
higher interest rates, either of which would have an adverse impact on our financial performance and ability to make
distributions to our shareholders.
We must obtain new financing in order to grow.
As a REIT, we are required to distribute at least 90% of our taxable net income to shareholders in the form of dividends.
Other than deciding to make these distributions in our common shares, we are limited in our ability to use internal
capital to acquire properties and must continually raise new capital in order to continue to grow and diversify our
investment portfolio. Our ability to raise new capital depends in part on factors beyond our control, including conditions
in equity and credit markets, conditions in the industries in which our tenants are engaged and the performance of real
estate investment trusts generally. We continually consider and evaluate a variety of potential transactions to raise
additional capital, but we cannot assure that attractive alternatives will always be available to us, nor that our share
price will increase or remain at a level that will permit us to continue to raise equity capital publicly or privately.
Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and
development activities.
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior
consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. Our unsecured
revolving credit facility, term loan facility, senior notes and other loans that we may obtain in the future contain certain
cross-default provisions as well as customary restrictions, requirements and other limitations on our ability to incur
indebtedness, including covenants that limit our ability to incur debt based upon the level of our ratio of total debt to
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total assets, our ratio of secured debt to total assets, our ratio of EBITDA to interest expense and fixed charges. Our
ability to borrow under both our unsecured revolving credit facility and our term loan facility is also subject to compliance
with certain other covenants. In addition, failure to comply with our covenants could cause a default under the applicable
debt instrument, and we may then be required to repay such debt with capital from other sources. Under those
circumstances, other sources of capital may not be available to us, or be available only on unattractive terms. Additionally,
our ability to satisfy current or prospective lenders' insurance requirements may be adversely affected if lenders generally
insist upon greater insurance coverage against acts of terrorism than is available to us in the marketplace or on
commercially reasonable terms.
We rely on debt financing, including borrowings under our unsecured revolving credit facility, term loan facility and
debt secured by individual properties, to finance our acquisition and development activities and for working capital. If
we are unable to obtain financing from these or other sources, or to refinance existing indebtedness upon maturity, our
financial condition and results of operations would likely be adversely affected.
We may acquire or develop properties or acquire other real estate related companies and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition
or development is consistent with our business strategies. We may not, however, succeed in consummating desired
acquisitions or in completing developments on time. In addition, we may face competition in pursuing acquisition or
development opportunities that could increase our costs. Difficulties in integrating acquisitions may prove costly or
time-consuming and could divert management's attention. Acquisitions or developments in new markets or industries
where we do not have the same level of market knowledge may expose us to unanticipated risks in those markets and
industries to which we are unable to effectively respond and, as a result, our performance in those new markets and
industries and overall may be worse than anticipated. In addition, there is no assurance that planned third party financing
related to acquisition and development opportunities will be provided on a timely basis or at all, thus increasing the
risk that such opportunities are delayed or fail to be completed as originally contemplated. We may also abandon
acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses already
incurred and have devoted management time to a matter not consummated. Furthermore, our acquisitions of new
properties or companies will expose us to the liabilities of those properties or companies, some of which we may not
be aware at the time of acquisition. In addition, development of our existing properties presents similar risks.
Our real estate investments are concentrated in entertainment, entertainment-related and recreational properties
and a significant portion of those investments are in megaplex theatre properties, making us more vulnerable
economically than if our investments were more diversified.
We acquire, develop or finance entertainment, entertainment-related and recreational properties. A significant portion
of our investments are in megaplex theatre properties. Although we are subject to the general risks inherent in
concentrating investments in real estate, the risks resulting from a lack of diversification become even greater as a result
of investing primarily in entertainment, entertainment-related and recreational properties. These risks are further
heightened by the fact that a significant portion of our investments are in megaplex theatre properties. Although a
downturn in the real estate industry could significantly adversely affect the value of our properties, a downturn in the
entertainment, entertainment-related and recreational industries could compound this adverse effect. These adverse
effects could be more pronounced than if we diversified our investments to a greater degree outside of entertainment,
entertainment-related and recreational properties or, more particularly, outside of megaplex theatre properties.
If we fail to qualify as a REIT, we would be taxed as a corporation, which would substantially reduce funds available
for payment of dividends to our shareholders.
If we fail to qualify as a REIT for federal income tax purposes, we will be taxed as a corporation. We are organized
and believe we qualify as a REIT, and intend to operate in a manner that will allow us to continue to qualify as a REIT.
However, we cannot provide any assurance that we have always qualified and will remain qualified in the future. This
is because qualification as a REIT involves the application of highly technical and complex provisions of the Internal
Revenue Code of 1986, as amended, on which there are only limited judicial and administrative interpretations, and
depends on facts and circumstances not entirely within our control. In addition, future legislation, new regulations,
administrative interpretations or court decisions may significantly change the tax laws, the application of the tax laws
to our qualification as a REIT or the federal income tax consequences of that qualification.
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If we were to fail to qualify as a REIT in any taxable year (including any prior taxable year for which the statute of
limitations remains open) we would face tax consequences that could substantially reduce the funds available for the
service of our debt and payment of dividends:
• We would not be allowed a deduction for dividends paid to shareholders in computing our taxable income
and would be subject to federal income tax at regular corporate rates;
• We could be subject to the federal alternative minimum tax and possibly increased state and local taxes;
• Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for
four taxable years following the year in which we were disqualified; and
• We could be subject to tax penalties and interest.
In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends. As a result of these factors,
our failure to qualify as a REIT could adversely affect the market price for our shares.
We will depend on dividends and distributions from our direct and indirect subsidiaries to service our debt and make
distributions to our shareholders. The creditors of these subsidiaries are entitled to amounts payable to them by the
subsidiaries before the subsidiaries may pay any dividends or distributions to us.
Substantially all of our assets are held through our subsidiaries. We depend on these subsidiaries for substantially all
of our cash flow. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary's
obligations to them, when due and payable, before distributions may be made by that subsidiary to us. Thus, our ability
to service our debt obligations and make distributions to holders of our common and preferred shares depends on our
subsidiaries' ability first to satisfy their obligations to their creditors and then to make distributions to us. Our subsidiaries
are separate and distinct legal entities and have no obligations, other than guaranties of our debt, to make funds available
to us.
Our development financing arrangements expose us to funding and purchase risks.
Our ability to meet our construction financing obligations which we have undertaken or may enter into in the future
depends on our ability to obtain equity or debt financing in the required amounts. There is no assurance we can obtain
this financing or that the financing rates available will ensure a spread between our cost of capital and the rent or interest
payable to us under the related leases or mortgage notes receivable. As a result, we could fail to meet our construction
financing obligations which, in turn, could result in failed projects and related foreclosures and penalties, each of which
could have a material adverse impact on our results of operations and business.
We have a limited number of employees and loss of personnel could harm our operations and adversely affect the
value of our common shares.
We had 27 full-time employees as of December 31, 2011 and, therefore, the impact we may feel from the loss of an
employee may be greater than the impact such a loss would have on a larger organization. We are dependent on the
efforts of the following individuals: David M. Brain, our President and Chief Executive Officer; Gregory K. Silvers,
our Executive Vice President, Chief Operating Officer, General Counsel and Secretary; Mark A. Peterson, our Senior
Vice President and Chief Financial Officer; Morgan G. Earnest, our Senior Vice President and Chief Investment Officer
and Michael L. Hirons, our Vice President - Finance. While we believe that we could find replacements for our personnel,
the loss of their services could harm our operations and adversely affect the value of our common shares.
Risks That Apply to our Real Estate Business
Real estate income and the value of real estate investments fluctuate due to various factors.
The value of real estate fluctuates depending on conditions in the general economy and the real estate business. These
conditions may also limit our revenues and available cash.
The factors that affect the value of our real estate include, among other things:
•
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•
international, national, regional and local economic conditions;
consequences of any armed conflict involving, or terrorist attack against, the United States or Canada;
our ability to secure adequate insurance;
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the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
competition from other available space;
•
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• whether tenants and users such as customers of our tenants consider a property attractive;
•
• whether we are able to pass some or all of any increased operating costs through to tenants;
•
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how well we manage our properties;
fluctuations in interest rates;
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;
government regulation;
our failure to continue to qualify as a REIT for federal income tax purposes;
availability of financing on acceptable terms or at all;
potential liability under environmental or other laws or regulations; and
general competitive factors.
The rents and interest we receive and the occupancy levels at our properties may decline as a result of adverse changes
in any of these factors. If our revenues decline, we generally would expect to have less cash available to pay our
indebtedness and distribute to our shareholders. In addition, some of our unreimbursed costs of owning real estate may
not decline when the related rents decline.
There are risks associated with owning and leasing real estate.
Although our lease terms obligate the tenants to bear substantially all of the costs of operating the properties, investing
in real estate involves a number of risks, including:
•
•
the risk that tenants will not perform under their leases, reducing our income from the leases or requiring
us to assume the cost of performing obligations (such as taxes, insurance and maintenance) that are the
tenant's responsibility under the lease;
the risk that changes in economic conditions or real estate markets may adversely affect the value of our
properties;
the risk that local conditions could adversely affect the value of our properties;
•
• we may not always be able to lease properties at favorable rates or certain tenants may require significant
capital expenditures by us to conform existing properties to their requirements;
• we may not always be able to sell a property when we desire to do so at a favorable price; and
changes in tax, zoning or other laws could make properties less attractive or less profitable.
•
If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any debt obligation secured
by the property and could require us to fund reserves in favor of our lenders, thereby reducing funds available for
payment of dividends. We cannot be assured that tenants will elect to renew their leases when the terms expire. If a
tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a
substitute tenant on acceptable terms. If we cannot obtain another quality tenant, we may be required to modify the
property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property.
Some potential losses are not covered by insurance.
Our leases require the tenants to carry comprehensive liability, casualty, workers' compensation, extended coverage
and rental loss insurance on our properties. We believe the required coverage is of the type, and amount, customarily
obtained by an owner of similar properties. We believe all of our properties are adequately insured. However, there are
some types of losses, such as catastrophic acts of nature, acts of war or riots, for which we or our tenants cannot obtain
insurance at an acceptable cost. If there is an uninsured loss or a loss in excess of insurance limits, we could lose both
the revenues generated by the affected property and the capital we have invested in the property. We would, however,
remain obligated to repay any mortgage indebtedness or other obligations related to the property. Since September 11,
2001, the cost of insurance protection against terrorist acts has risen dramatically. There can be no assurance our tenants
will be able to obtain terrorism insurance coverage, or that any coverage they do obtain will adequately protect our
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properties against loss from terrorist attack.
Joint ventures may limit flexibility with jointly owned investments.
We may continue to acquire or develop properties in joint ventures with third parties when those transactions appear
desirable. We would not own the entire interest in any property acquired by a joint venture. Major decisions regarding
a joint venture property may require the consent of our partner. If we have a dispute with a joint venture partner, we
may feel it necessary or become obligated to acquire the partner's interest in the venture. However, we cannot ensure
that the price we would have to pay or the timing of the acquisition would be favorable to us. If we own less than a
50% interest in any joint venture, or if the venture is jointly controlled, the assets and financial results of the joint
venture may not be reportable by us on a consolidated basis. To the extent we have commitments to, or on behalf of,
or are dependent on, any such “off-balance sheet” arrangements, or if those arrangements or their properties or leases
are subject to material contingencies, our liquidity, financial condition and operating results could be adversely affected
by those commitments or off-balance sheet arrangements.
Our multi-tenant properties expose us to additional risks.
Our entertainment retail centers in Westminster, Colorado, New Rochelle, New York, Burbank, California, Suffolk,
Virginia and Ontario, Canada, and similar properties we may seek to acquire or develop in the future, involve risks not
typically encountered in the purchase and lease-back of real estate properties which are operated by a single tenant.
The ownership or development of multi-tenant retail centers could expose us to the risk that a sufficient number of
suitable tenants may not be found to enable the centers to operate profitably and provide a return to us. This risk may
be compounded by the failure of existing tenants to satisfy their obligations due to various factors, including the current
economic crisis. These risks, in turn, could cause a material adverse impact to our results of operations and business.
Retail centers are also subject to tenant turnover and fluctuations in occupancy rates, which could affect our operating
results. Multi-tenant retail centers also expose us to the risk of potential “CAM slippage,” which may occur when the
actual cost of taxes, insurance and maintenance at the property exceeds the CAM fees paid by tenants.
Failure to comply with the Americans with Disabilities Act and other laws could result in substantial costs.
Our theatres must comply with the Americans with Disabilities Act (“ADA”). The ADA requires that public
accommodations reasonably accommodate individuals with disabilities and that new construction or alterations be
made to commercial facilities to conform to accessibility guidelines. Failure to comply with the ADA can result in
injunctions, fines, damage awards to private parties and additional capital expenditures to remedy noncompliance. Our
leases require the tenants to comply with the ADA.
Our properties are also subject to various other federal, state and local regulatory requirements. We do not know whether
existing requirements will change or whether compliance with future requirements will involve significant unanticipated
expenditures. Although these expenditures would be the responsibility of our tenants, if tenants fail to perform these
obligations, we may be required to do so.
Potential liability for environmental contamination could result in substantial costs.
Under federal, state and local environmental laws, we may be required to investigate and clean up any release of
hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or actual
responsibility, simply because of our current or past ownership of the real estate. If unidentified environmental problems
arise, we may have to make substantial payments, which could adversely affect our cash flow and our ability to service
our debt and make distributions to our shareholders. This is because:
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as owner we may have to pay for property damage and for investigation and clean-up costs incurred in
connection with the contamination;
the law may impose clean-up responsibility and liability regardless of whether the owner or operator knew
of or caused the contamination;
even if more than one person is responsible for the contamination, each person who shares legal liability
under environmental laws may be held responsible for all of the clean-up costs; and
governmental entities and third parties may sue the owner or operator of a contaminated site for damages
and costs.
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These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence
of hazardous substances or petroleum products or the failure to properly remediate contamination may adversely affect
our ability to borrow against, sell or lease an affected property. In addition, some environmental laws create liens on
contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination. Most
of our loan agreements require the Company or a subsidiary to indemnify the lender against environmental liabilities.
Our leases require the tenants to operate the properties in compliance with environmental laws and to indemnify us
against environmental liability arising from the operation of the properties. We believe all of our properties are in
material compliance with environmental laws. However, we could be subject to strict liability under environmental
laws because we own the properties. There is also a risk that tenants may not satisfy their environmental compliance
and indemnification obligations under the leases. Any of these events could substantially increase our cost of operations,
require us to fund environmental indemnities in favor of our lenders, limit the amount we could borrow under our
unsecured revolving credit facility and term loan facility and reduce our ability to service our debt and make distributions
to shareholders.
Real estate investments are relatively illiquid.
We may desire to sell a property in the future because of changes in market conditions, poor tenant performance or
default of any mortgage we hold, or to avail ourselves of other opportunities. We may also be required to sell a property
in the future to meet debt obligations or avoid a default. Specialty real estate projects such as megaplex theatres cannot
always be sold quickly, and we cannot assure you that we could always obtain a favorable price. In addition, the Internal
Revenue Code limits our ability to sell our properties. We may be required to invest in the restoration or modification
of a property before we can sell it. The inability to respond promptly to changes in the performance of our property
portfolio could adversely affect our financial condition and ability to service our debt and make distributions to our
shareholders.
There are risks in owning assets outside the United States.
Our properties in Canada are subject to the risks normally associated with international operations. The rentals under
our Canadian leases and the debt service on our Canadian mortgage financing are payable or collectible (as applicable)
in Canadian dollars, which could expose us to losses resulting from fluctuations in exchange rates to the extent we have
not hedged our position. Canadian real estate and tax laws are complex and subject to change, and we cannot assure
you we will always be in compliance with those laws or that compliance will not expose us to additional expense. We
may also be subject to fluctuations in Canadian real estate values or markets or the Canadian economy as a whole,
which may adversely affect our Canadian investments.
Additionally, we have made initial investments in projects located in China and may enter other international markets,
which may have similar risks as described above as well as unique risks associated with a specific country.
There are risks in owning or financing properties for which the tenant's, mortgagor's or our operations may be
impacted by weather conditions and climate change.
We have acquired and financed metropolitan ski areas as well as vineyards and wineries, and may continue to do so in
the future. The operators of these properties, our tenants or mortgagors, are dependent upon the operations of the
properties to pay their rents and service their loans. The ski area operator's ability to attract visitors is influenced by
weather conditions and climate change in general, each of which may impact the amount of snowfall during the ski
season. Adverse weather conditions may discourage visitors from participating in outdoor activities. In addition,
unseasonably warm weather may result in inadequate natural snowfall, which increases the cost of snowmaking, and
could render snowmaking wholly or partially ineffective in maintaining quality skiing conditions. Excessive natural
snowfall may materially increase the costs incurred for grooming trails and may also make it difficult for visitors to
obtain access to the ski resorts. Prolonged periods of adverse weather conditions, or the occurrence of such conditions
during peak visitation periods, could have a material adverse effect on the operator's financial results and could impair
the ability of the operator to make rental payments or service our loans.
The ability to grow quality wine grapes and a sufficient quantity of wine grapes is influenced by weather conditions
and climate change. Droughts, freezes and other weather conditions or phenomena, such as “El Nino,” may adversely
affect the timing, quality or quantity of wine grape harvests, and this can have a material adverse effect on the operating
results of our vineyard and winery operators, as well as the operations of those properties we operate. In addition to
21
reduced cash flow from the properties we operate, the ability of our tenants to make rental payments or service our
loans could also be impaired.
Vineyards and wineries are subject to a number of risks associated with the agricultural industry.
Winemaking and wine grape growing are subject to a variety of agricultural risks. In addition to weather, various
diseases, pests, fungi and viruses can affect the quality and quantity of wine grapes and negatively impact the profitability
of our tenants. Furthermore, wine grape growing requires adequate water supplies. The water needs of our properties
are generally supplied through wells and reservoirs located on the properties. Although we believe that there are
adequate water supplies to meet the needs of all of our properties, a substantial reduction in water supplies could result
in material losses of wine crops and vines. If our tenants or the properties which we operate suffer a downturn due to
any of the factors described above, these tenants may be unable to make their lease or loan payments and cash flow
from the properties which we operate may be reduced, both of which could adversely affect our results of operations
and financial condition.
Security breaches and other disruptions could compromise our information and expose us to liability, which would
cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information
and that of our tenants and clients and personally identifiable information of our employees, in our facility and on our
network. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks
by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise
our network and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access,
disclosure or other loss of information could result in legal claims or proceedings, disrupt our operations, damage our
reputation, and cause a loss of confidence, which could adversely affect our business.
Risks That May Affect the Market Price of our Shares
We cannot assure you we will continue paying cash dividends at current rates.
Our dividend policy is determined by our Board of Trustees. Our ability to continue paying dividends on our common
shares, to pay dividends on our preferred shares at their stated rates or to increase our common share dividend rate will
depend on a number of factors, including our liquidity, our financial condition and results of future operations, the
performance of lease and mortgage terms by our tenants and customers, our ability to acquire, finance and lease additional
properties at attractive rates, and provisions in our loan covenants. If we do not maintain or increase our common share
dividend rate, that could have an adverse effect on the market price of our common shares and possibly our preferred
shares. Furthermore, if the Board of Trustees decides to pay dividends on our common shares partially or substantially
all in common shares, that could have an adverse effect on the market price of our common shares and possibly our
preferred shares.
Market interest rates may have an effect on the value of our shares.
One of the factors that investors may consider in deciding whether to buy or sell our common shares or preferred shares
is our dividend rate as a percentage of our share price, relative to market interest rates. If market interest rates increase,
prospective investors may desire a higher dividend on our common shares or seek securities paying higher dividends
or interest.
Market prices for our shares may be affected by perceptions about the financial health or share value of our tenants
and mortgagors or the performance of REIT stocks generally.
To the extent any of our tenants or customers, or their competition, report losses or slower earnings growth, take charges
against earnings or enter bankruptcy proceedings, the market price for our shares could be adversely affected. The
market price for our shares could also be affected by any weakness in the performance of REIT stocks generally or
weakness in any of the sectors in which our tenants and customers operate.
Limits on changes in control may discourage takeover attempts which may be beneficial to our shareholders.
There are a number of provisions in our Declaration of Trust, Bylaws, Maryland law and agreements we have with
others which could make it more difficult for a party to make a tender offer for our shares or complete a takeover of
the Company which is not approved by our Board of Trustees. These include:
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a staggered Board of Trustees that can be increased in number without shareholder approval;
a limit on beneficial ownership of our shares, which acts as a defense against a hostile takeover or
acquisition of a significant or controlling interest, in addition to preserving our REIT status;
the ability of the Board of Trustees to issue preferred or common shares, to reclassify preferred or common
shares, and to increase the amount of our authorized preferred or common shares, without shareholder
approval;
limits on the ability of shareholders to remove trustees without cause;
requirements for advance notice of shareholder proposals at shareholder meetings;
provisions of Maryland law restricting business combinations and control share acquisitions not approved
by the Board of Trustees;
provisions of Maryland law protecting corporations (and by extension REITs) against unsolicited
takeovers by limiting the duties of the trustees in unsolicited takeover situations;
provisions in Maryland law providing that the trustees are not subject to any higher duty or greater scrutiny
than that applied to any other director under Maryland law in transactions relating to the acquisition or
potential acquisition of control;
provisions of Maryland law creating a statutory presumption that an act of the trustees satisfies the
applicable standards of conduct for trustees under Maryland law
provisions in loan or joint venture agreements putting the Company in default upon a change in control;
and
provisions of employment agreements with our officers calling for share purchase loan forgiveness (under
certain conditions), severance compensation and vesting of equity compensation upon a change in control.
Any or all of these provisions could delay or prevent a change in control of the Company, even if the change was in
our shareholders' interest or offered a greater return to our shareholders.
We may change our policies without obtaining the approval of our shareholders.
Our operating and financial policies, including our policies with respect to acquiring or financing real estate or other
companies, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by our Board
of Trustees. Accordingly, our shareholders do not control these policies.
Dilution could affect the value of our shares.
Our future growth will depend in part on our ability to raise additional capital. If we raise additional capital through
the issuance of equity securities, the interests of holders of our common shares could be diluted. Likewise, our Board
of Trustees is authorized to cause us to issue preferred shares in one or more series, the holders of which would be
entitled to dividends and voting and other rights as our Board of Trustees determines, and which could be senior to or
convertible into our common shares. Accordingly, an issuance by us of preferred shares could be dilutive to or otherwise
adversely affect the interests of holders of our common shares. As of December 31, 2011, our Series C preferred shares
are convertible, at each of the holder's option, into our common shares at a conversion rate of 0.3574 common shares
per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $69.95 per common share
(subject to adjustment in certain events). Additionally, as of December 31, 2011, our Series E preferred shares are
convertible, at each of the holder's option, into our common shares at a conversion rate of 0.4512 common shares per
$25.00 liquidation preference, which is equivalent to a conversion price of approximately $55.41 per common share
(subject to adjustment in certain events). Depending upon the number of Series C and Series E preferred shares being
converted at one time, a conversion of Series C and Series E preferred shares could be dilutive to or otherwise adversely
affect the interests of holders of our common shares.
Changes in foreign currency exchange rates may have an impact on the value of our shares.
The functional currency for our Canadian operations is the Canadian dollar. As a result, our future operating results
could be affected by fluctuations in the exchange rate between U.S. and Canadian dollars, which in turn could affect
our share price. We have attempted to mitigate our exposure to Canadian currency exchange risk by having both our
Canadian lease rentals and the debt service on our Canadian mortgage financing payable in the same currency. We
have also entered into foreign currency exchange contracts to hedge in part our exposure to exchange rate fluctuations.
Foreign currency derivatives are subject to future risk of loss. We do not engage in purchasing foreign exchange
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contracts for speculative purposes.
Additionally, we have made investments in China and may enter other international markets which pose similar currency
fluctuation risks as described above.
Tax reform could adversely affect the value of our shares.
There have been a number of proposals in Congress for major revision of the federal income tax laws, including
proposals to adopt a flat tax or replace the income tax system with a national sales tax or value-added tax. Any of these
proposals, if enacted, could change the federal income tax laws applicable to REITS, subject us to federal tax or reduce
or eliminate the current deduction for dividends paid to our shareholders, any of which could negatively affect the
market for our shares.
Item 1B. Unresolved Staff Comments
There are no unresolved comments from the staff of the SEC required to be disclosed herein as of the date of this Annual
Report on Form 10-K.
Item 2. Properties
As of December 31, 2011, our real estate portfolio consisted of 112 megaplex theatre properties and various restaurant,
retail and other properties including 33 public charter schools and certain properties under construction located in 34
states, the District of Columbia and Ontario, Canada. Except as otherwise noted, all of the real estate investments listed
below are owned or ground leased directly by us. The following table lists our properties, their locations, acquisition
dates, number of theatre screens, number of seats, gross square footage, and the tenant.
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Property
Location
Acquisition
date
Screens
Seats
Building
(gross sq. ft)
Tenant
Megaplex Theatre Properties:
Amstar 14-Dallas
First Colony 24 (1)(27)
Oakview Plaza 24 (8)(28)
Huebner Oaks 24
Lennox Town Center 24 (1)
Mission Valley 20 (1)
Ontario Mills 30
Promenade 16
Studio 30
West Olive 16
Leawood Town Center 20 (29)
Gulf Pointe 30 (2)(32)
South Barrington 30 (33)
Mesquite 30 (2)(31)
Cantera Stadium 17 & RPX (2)(4)
Hampton Town Center 24
Raleigh Grande 16 (3)
Paradise 24 and XD (21)
Broward 18 (3)
Aliso Viejo Stadium 20 (20)
Boise Stadium 22 (1)(3)
Woodridge 18 (2)(8)
Westminster Promenade 24 (6)
Cary Crossroads Stadium 20 (8)
Starlight 20 (8)
Palm Promenade 24 (8)
Clearview Palace 12 (1)(8)
Elmwood Palace 20 (8)
Hammond Palace 10 (8)
Houma Palace 10 (8)
Westbank Palace 16 (8)
Cherrydale Stadium 16 (8)
Forum 30 (8)
Olathe Studio 30 (8)
Livonia 20 (8)
Hoffman Center 22 (1)(8)
Colonel Glenn 18 (3)
AmStar 16-Macon (15)
Star Southfield 20
South Wind 12 (25)
Veterans 24 (9)
New Roc Stadium 18 (10)
Columbiana Grande Stadium 14 (12)
Harbour View Grande 16
Cobb Grand 18
Deer Valley 30 (3)
Mesa Grand 14 (19)
Hamilton 24 (3)
Courtney Park 16 (7)(42)
Kanata 24 (7)(42)
Whitby 24 (7)(42)
Winston Churchill 24 (7)(42)
The Grand 16-Layafette (1)(16)
Grand Prairie 18
North East Mall 18 (18)
The Grand 18-D'lberville (22)
Avenue 16
Mayfaire Stadium 16 (13)
East Ridge 18 (30)
Burbank 16 (11)
Dallas, TX
Sugar Land, TX
Omaha, NE
San Antonio, TX
Columbus, OH
San Diego, CA
Ontario, CA
Los Angeles, CA
Houston, TX
Creve Coeur, MO
Leawood, KS
Houston, TX
South Barrington,
Mesquite, TX
Warrenville, IL
Hampton, VA
Raleigh, NC
Davie, FL
Pompano Beach, FL
Aliso Viejo, CA
Boise, ID
Woodridge, IL
Westminster, CO
Cary, NC
Tampa, FL
San Diego, CA
Metairie, LA
Harahan, LA
Hammond, LA
Huoma, LA
Harvey, LA
Greenville, SC
Sterling Heights, MI
Olathe, KS
Livonia, MI
Alexandria, VA
Little Rock, AR
Macon, GA
Southfield, MI
Lawrence, KS
Tampa, FL
New Rochelle, NY
Columbia, SC
Suffolk, VA
Hialeah, FL
Phoenix, AZ
Mesa, AZ
Hamilton, NJ
Mississagua, ON
Kanata, ON
Whitby, ON
Oakville, ON
Lafayette, LA
Peoria, IL
Hurst, TX
D'Iberville, MS
Melbourne, FL
Wilmington, NC
Chattanooga, TN
Burbank, CA
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
02/98
03/98
04/98
04/98
06/98
08/98
11/98
11/98
12/98
12/98
06/99
06/99
12/99
06/99
02/00
03/02
03/02
03/02
03/02
03/02
06/02
06/02
06/02
08/02
10/02
12/02
03/03
05/03
06/03
06/03
10/03
11/03
11/03
12/03
03/04
03/04
03/04
03/04
03/04
03/04
03/04
07/04
07/04
11/04
12/04
12/04
02/05
03/05
03/05
Subtotal Megaplex Theatres, carried over to next page
25
14
24
24
24
24
20
30
16
30
16
20
30
30
30
17
24
16
24
18
20
22
18
24
20
20
24
12
20
10
10
16
16
30
28
20
22
18
16
20
12
24
18
14
16
18
30
14
24
16
24
24
24
16
18
18
18
16
16
18
16
1,211
2,962
5,098
5,098
4,400
4,412
4,361
5,469
2,860
6,032
2,817
2,995
6,008
6,210
6,008
3,943
5,098
2,596
4,180
3,424
4,352
4,928
4,384
4,812
3,936
3,928
4,586
2,495
4,357
1,531
1,871
3,176
2,744
5,041
4,191
3,808
4,150
4,122
2,950
7,000
2,481
4,344
3,400
3,000
3,036
4,900
5,877
2,956
4,268
3,856
4,764
4,688
4,772
2,744
4,063
3,886
2,844
3,600
3,050
4,133
4,232
243,227
56,430
107,690
107,402
96,004
98,261
84,352
131,534
129,822
136,154
60,418
75,224
130,891
130,757
130,891
130,757
107,396
51,450
96,497
73,637
98,557
140,300
82,000
89,260
77,475
84,000
88,610
70,000
90,391
39,850
44,450
71,607
52,800
107,712
100,251
75,106
132,903
79,330
66,400
112,119
42,497
94,774
102,267
56,705
61,500
77,400
113,768
94,774
95,466
92,971
89,290
89,290
89,290
61,579
82,330
94,000
59,533
75,850
57,338
82,330
86,551
5,338,191
Southern
AMC
AMC
Vacant
AMC
AMC
AMC
AMC
AMC
AMC
AMC
AMC
AMC
AMC
Regal
AMC
Carolina Cinemas
Cinemark
Muvico
Regal
Regal
AMC
AMC
Regal
Muvico
AMC
AMC
AMC
AMC
AMC
AMC
Regal
AMC
AMC
AMC
AMC
Rave
Southern
AMC
Hollywood
AMC
Regal
Regal
Regal
Cobb
AMC
AMC
AMC
AMC
AMC
AMC
AMC
Southern
Rave
Rave
Southern
Rave
Regal
Rave
AMC
Property
Location
Acquisition
date
Screens
Seats
Building
(gross sq. ft)
Tenant
Megaplex Theatre Properties:
Subtotal from previous page
The Grand 14-Conroe
Washington Square 12 (24)
The Grand 18-Hattiesburg (26)
Arroyo Grand Staduim 10 (17)
Auburn Stadium 10 (5)
Manchester Stadium 16 (23)
Modesto Stadium 10 (14)
Columbia 14 (1)
Firewheel 18 (34)
White Oak Stadium 14
The Grand 18 - Winston Salem (1)
Valley Bend 18
Cityplace 14
The Grand 16-Slidell (1)(35)
Pensacola Bayou 15
The Grand 16 - Pier Park
Stadium 14 Cinema
The Grand 18 - Four Seasons Stations (1)
Glendora 12 (1)
Ann Arbor 20
Buckland Hills 18
Centreville 12
Davenport 18
Fairfax Corner 14
Flint West 14
Hazlet 12
Huber Heights 16
North Haven 12
Preston Crossing 16
Ritz Center 16
Stonybrook 20
The Greene 14
West Springfield 15
Western Hills 14
Tinseltown 15
Tinseltown USA and XD
Tinseltown USA 20
Movies 16
Tinseltown 290
Movies 14
Movies 14-Mishawaka
Hollywood Movies 20
Tinseltown 20
Movies 10
Tinseltown
Redding 14
Beach Movie Bistro
Cinemagic in Merrimack (45)
Cinemagic & IMAX in Saco
Cinemagic in Westbrook
Cinemagic & IMAX in Hooksett
Subtotal Megaplex Theatres
n/a
Conroe, TX
Indianapolis, IN
Hattiesurg, MS
Arroyo Grande, CA
Auburn, CA
Fresno, CA
Modesto, CA
Columbia, MD
Garland, TX
Garner, NC
Winston Salem, NC
Huntsville, AL
Kalamazoo, MI
Slidell, LA
Pensacola, FL
Panama City Beach,
Kalispell, MT
Greensboro, NC
Glendora, CA
Ypsilanti, MI
Manchester, CT
Centreville, VA
Davenport, IA
Fairfax, VA
Flint, MI
Hazlet, NJ
Huber Heights, OH
North Haven, CT
Okolona, KY
Voorhees, NJ
Louisville, KY
Beaver Creek, OH
West Springfield,
Cincinnati, OH
Beaumont, TX
Colorado Springs,
El Paso, TX
Grand Prarie, TX
Houston, TX
McKinney, TX
Mishawaka, IN
Pasadena, TX
Pflugerville, TX
Plano, TX
Pueblo, CO
Redding, CA
Virginia Beach, VA
Merrimack, NH
Saco, ME
Westbrook, ME
Hooksett, NH
n/a
06/05
06/05
09/05
12/05
12/05
12/05
12/05
03/06
03/06
04/06
07/06
08/06
11/06
12/06
12/06
05/07
08/07
11/07
10/08
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
12/10
03/11
03/11
03/11
03/11
26
1,211
14
12
18
10
10
16
10
14
18
14
18
18
14
16
15
16
14
18
12
20
18
12
18
14
14
12
16
12
16
16
20
14
15
14
15
20
20
15
16
14
14
20
20
10
14
14
7
12
13
16
15
1,974
243,227
2,400
2,200
2,675
1,714
1,573
3,860
1,885
2,512
3,156
2,626
3,496
4,150
2,770
2,750
3,361
3,496
2,000
3,343
2,264
5,602
4,317
3,094
3,772
3,544
3,493
3,000
3,511
2,704
3,264
3,098
3,194
3,211
3,775
3,152
2,874
4,613
4,760
2,717
4,332
2,704
2,999
3,156
4,896
1,612
2,649
2,101
640
1,810
2,256
2,292
2,248
396,848
5,338,191
45,000
45,700
57,367
34,500
32,185
80,600
38,873
77,731
75,252
50,810
75,605
90,200
70,000
62,300
74,400
75,605
44,650
74,517
50,710
131,098
87,700
73,500
93,755
74,689
85,911
58,300
95,830
70,195
79,453
62,658
84,202
73,634
111,166
63,829
63,352
109,986
109,030
53,880
100,656
56,088
62,088
77,324
103,250
34,046
55,231
46,793
20,745
42,400
54,000
53,000
55,000
8,836,985
Southern
AMC
Southern
Regal
Regal
Regal
Regal
AMC
AMC
Regal
Southern
Rave
Rave
Southern
Rave
Southern
Signature
Southern
AMC
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Rave
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Cinemark
Beach Cinema Bistro
Group, Inc.
Cinemagic
Cinemagic
Cinemagic
Cinemagic
Property
Location
Acquisition
date
Screens
Seats
Building
(gross sq. ft)
Tenant
Retail and Restaurant Properties:
Mesquite Retail Center
Westminster Promenade
Gulf Pointe Retail Center
Cherrydale Shops (8)
Star Southfield Center
New Roc City (10)
Harbour View Station
Mississauga Entertainment Centrum (7)(42)
Kanata Entertainment Centrum (7)(42)
Whitby Entertainment Centrum (7)(42)
Oakville Entertainment Centrum (7)(42)
Cantera Retail Shops
Burbank Village (11)
Austell Promenade
Harbour View Marketplace
Toby Keith's I Love This Bar & Grill
Pinstripes
Subtotal Retail and Restaurant
Public Charter School Properties:
East Mesa Charter Elementary
Imagine College Prep
Renaissance Public School Academy
Imagine Rosefield
South Lake Charter Elementary
Academy of Columbus
Groveport Community School
Harvard Avenue Charter School
Hope Community Charter School
Imagine Charter Elementary
Marietta Charter School
100 Academy of Excellence
Academy of Environmental Science and
Int'l Academy of Mableton
Master Academy
Renaissance Academy (Kensington
Campus)
Renaissance Academy (Wallace Campus)
Romig Road Community School
Wesley International Academy
Academy of Academic Success
Academy of Careers Middle School
Academy of Careers Elementary
Imagine Groveport Prep
Imagine Indiana Life Sciences Academy
Imagine Indiana Life Sciences Academy
Imagine Schools at South Vero
Imagine Schools at West Melbourne
Mentorship Academy
Bradley Academy of Excellence
Ben Franklin Academy (1)
Champions School
American Leadership Academy
Loveland Classical
Subtotal Public Charter Schools
Mesquite, TX
Westminster, CO
Houston, TX
Greenville, SC
Southfield, MI
New Rochelle, NY
Suffolk, VA
Mississagua, ON
Kanata, ON
Whitby, ON
Oakville, ON
Warrenville, IL
Burbank, CA
Austell, GA
Suffolk, VA
Dallas, TX
Northbrook, IL
Mesa, AZ
St. Louis, MO
Mt. Pleasant, MI
Surprise, AZ
Clermont, FL
Columbus, OH
Groveport, OH
Cleveland, OH
Washington, DC
Phoenix, AZ
Marietta, GA
Las Vegas, NV
St. Louis, MO
Mableton, GA
Fort Wayne, IN
Kansas City, MO
Kansas City, MO
Akron, OH
Atlanta, GA
St. Louis, MO
St. Louis, MO
St. Louis, MO
Groveport, OH
Indianapolis, IN
Indianapolis, IN
Vero Beach, FL
W. Melbourne, FL
Baton Rouge, LA
Goodyear, AZ
Highlands Ranch,
Phoenix, AZ
Gilbert, AZ
Loveland, CO
01/99
12/01
05/00
06/02
05/03
10/03
11/03
03/04
03/04
03/04
03/04
07/04
03/05
07/07
06/09
12/10
07/11
09/07
09/07
09/07
09/07
09/07
09/07
10/07
10/07
10/07
10/07
10/07
10/07
06/08
06/08
06/08
06/08
06/08
06/08
06/08
06/08
06/08
06/08
01/10
01/10
01/10
01/10
01/10
03/11
04/11
04/11
06/11
06/11
06/11
27
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27,201
134,226
24,008
10,000
48,028
343,809
96,624
108,831
370,981
145,048
134,222
19,255
34,818
18,410
21,416
33,250
38,000
1,608,127
45,214
103,000
41,678
45,578
62,473
71,949
66,420
57,652
34,962
47,186
24,503
59,060
153,000
43,188
161,500
53,763
79,940
40,400
40,358
66,644
56,213
43,975
72,346
121,933
84,454
79,091
62,427
54,975
37,633
48,901
24,582
43,807
57,000
2,085,805
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Multi-Tenant
Toby Keith's I Love
This Bar and Grill
Pinstripes
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
Imagine Schools, Inc.
CSDC
Highmark
Highmark
Phoenix Charter
Properties
PCI ALA Gilbert, LLC
Highmark
Property
Location
Acquisition
date
Screens
Seats
Building
(gross sq. ft)
Tenant
Other Recreational and Specialty Properties:
Mad River Mountain (36)
Rack and Riddle (37)
Cosentino Wineries (38)
Crotched Mountain (44)
Columbia Winery (40)
Buena Vista Winery & Vineyards (39)
Bellfontaine, OH
Hopland, CA
Pope Valley,
Lockeford and
Clements, CA
Bennington, NH
Sunnyside, WA
Sonoma, CA
Geyser Peak Winery & Vineyards (41)
Geyserville, CA
Carneros Vintners Custom Crush (43)
Sonoma, CA
Subtotal Other Recreational and Specialty
11/05
04/07
08/07
02/08
06/08
06/08
06/08
10/09
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
48,427
140,056
Peak Resorts, Inc.
RB Wine
91,880
Vacant
34,100
38,090
72,235
206,639
77,228
708,655
Peak Resorts, Inc.
Ascentia Wine Estates,
Bin to Bottle
Ascentia Wine Estates,
LLC
Carneros Vinters, Inc.
Total
1,974
396,848
13,239,572
(1) Third party ground leased property. Although we are the tenant under the ground leases and have assumed responsibility for performing the
obligations thereunder, pursuant to the leases, the theatre tenants are responsible for performing our obligations under the ground leases.
In addition to the theatre property itself, we have acquired land parcels adjacent to the theatre property, which we have or intend to lease or sell
to restaurant or other entertainment themed operators.
(2)
(3) Property is included as security for $69.1 million in mortgage notes payable.
(4) Property is included in the Atlantic-EPR I joint venture.
(5) Property is included as security for a $6.0 million mortgage notes payable.
(6) Property is included as security for a $9.8 million mortgage note payable.
(7) Property is included as security for a $96.0 million mortgage note payable.
(8) Property is included as security for $106.2 million mortgage notes payable.
(9) Property is included in the Atlantic-EPR II joint venture.
(10) Property is included as security for a $58.3 million mortgage note payable and $4.0 million credit facility.
(11) Property is included as security for a $32.6 million mortgage note payable.
(12) Property is included as security for a $7.5 million mortgage note payable.
(13) Property is included as security for a $7.1 million mortgage note payable.
(14) Property is included as security for a $4.5 million mortgage note payable.
(15) Property is included as security for a $5.9 million mortgage note payable.
(16) Property is included as security for a $8.3 million mortgage note payable.
(17) Property is included as security for a $4.6 million mortgage note payable.
(18) Property is included as security for a $13.5 million mortgage note payable.
(19) Property is included as security for a $14.4 million mortgage note payable.
(20) Property is included as security for a $19.5 million mortgage note payable.
(21) Property is included as security for a $19.5 million mortgage note payable.
(22) Property is included as security for a $10.5 million mortgage note payable.
(23) Property is included as security for a $10.8 million mortgage note payable.
(24) Property is included as security for a $4.7 million mortgage note payable.
(25) Property is included as security for a $4.4 million mortgage note payable.
(26) Property is included as security for a $9.5 million mortgage note payable.
(27) Property is included as security for a $16.9 million mortgage note payable.
(28) Property is included as security for a $14.7 million mortgage note payable.
(29) Property is included as security for a $14.1 million mortgage note payable.
(30) Property is included as security for a $11.6 million mortgage note payable.
(31) Property is included as security for a $19.8 million mortgage note payable.
(32) Property is included as security for a $23.2 million mortgage note payable.
(33) Property is included as security for a $24.1 million mortgage note payable.
(34) Property is included as security for a $15.6 million mortgage note payable
(35) Property is included as security for $10.6 million bond payable.
(36) Property includes approximately 324 acres of land.
(37) Property includes approximately 35 acres of land.
(38) Property includes approximately 225 acres of land.
(39) Property includes approximately 693 acres of land.
(40) Property includes approximately 17 acres of land.
(41) Property includes approximately 207 acres of land.
(42) Property is located in Ontario, Canada.
(43) Property includes approximately 20 acres of land.
(44) Property includes approximately 308 acres of land.
(45) Property in included as security for a $4.0 million mortgage note payable.
28
As of December 31, 2011, our portfolio of megaplex theatre properties consisted of 8.8 million square feet and was 99%
occupied, and our portfolio of retail, restaurant and other properties consisted of 4.4 million square feet and was 96%
occupied. The combined portfolio consisted of 13.2 million square feet and was 98% occupied. The following table sets
forth information regarding EPR’s megaplex theatre portfolio as of December 31, 2011 (dollars in thousands). This data
does not include the two megaplex theatre properties held by our unconsolidated joint ventures or the Huebner Oaks 24
theatre in San Antonio, Texas as the lease expired in November of 2011.
Megaplex Theatre Portfolio
Total
Number of
Leases
Expiring
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
4
4
—
3
4
3
17
7
7
5
9
2
8
7
4
3
1
15
—
6
109
Square
Footage
360,316
499,935
—
345,708
423,934
224,748
1,362,768
646,531
416,183
302,186
635,822
129,181
674,472
463,724
277,710
194,772
50,710
1,245,920
—
260,830
8,515,450
Revenue for the Year
Ended December 31,
2011 (1)
% of Rental
Revenue
$
$
9,258
14,643
—
9,281
9,216
4,669
27,023
22,324
9,355
9,870
15,937
2,294
14,325
14,252
5,340
3,939
1,060
14,125
—
3,507
190,418
4.9%
7.7%
—%
4.9%
4.8%
2.4%
14.2%
11.7%
4.9%
5.2%
8.4%
1.2%
7.5%
7.5%
2.8%
2.1%
0.6%
7.4%
—%
1.8%
100.0%
(1) Consists of rental revenue and tenant reimbursements.
Our properties are located in 34 states, the District of Columbia and in the Canadian province of Ontario. The following
table sets forth certain state-by-state and Ontario, Canada information regarding our real estate portfolio as of
December 31, 2011 (dollars in thousands). This data does not include the two theatre properties owned by our
unconsolidated joint ventures or the public charter schools recorded as a direct financing lease.
29
Location
Texas
California
Ontario, Canada
Michigan
Virginia
Florida
Louisiana
Colorado
New York
North Carolina
Ohio
Illinois
Arizona
Kansas
New Jersey
Kentucky
Connecticut
Idaho
New Hampshire
South Carolina
Mississippi
Massachusets
Indiana
Nebraska
Maine
Iowa
Alabama
Georgia
Tennessee
Arkansas
Maryland
Missouri
Montana
Washington
Building (gross
sq. ft)
1,554,397
1,525,943
1,119,923
629,974
588,773
557,389
495,152
494,604
446,076
387,195
379,981
352,342
314,564
217,972
216,424
163,655
157,895
140,300
131,500
119,505
116,900
111,166
107,788
107,402
107,000
93,755
90,200
84,810
82,330
79,330
77,731
60,418
44,650
38,090
11,195,134
Revenue for the year ended
December 31, 2011 (1)
% of
Rental
Revenue
$
$
30,133
35,067
42,335
12,248
12,382
12,484
10,086
9,106
10,750
7,913
4,878
8,614
4,965
5,067
4,643
2,414
2,501
2,090
1,765
2,315
2,838
729
1,620
2,829
1,417
1,099
2,021
1,298
1,796
1,575
1,254
2,353
902
509
243,996
12.3%
14.4%
17.4%
5.0%
5.1%
5.1%
4.1%
3.7%
4.4%
3.2%
2.0%
3.5%
2.0%
2.1%
1.9%
1.0%
1.0%
0.9%
0.7%
1.0%
1.2%
0.3%
0.7%
1.2%
0.6%
0.5%
0.8%
0.5%
0.7%
0.6%
0.5%
1.0%
0.4%
0.2%
100.0%
(1) Consists of rental revenue and tenant reimbursements.
Office Location
Our executive office is located in Kansas City, Missouri and is leased from a third party landlord. The office occupies
approximately 31,831 square feet with annual rentals of approximately $390 thousand. The lease expires on September 30,
2016 with two five year extension options available.
Tenants and Leases
Our existing leases on rental property (on a consolidated basis - excluding unconsolidated joint venture properties) provide
for aggregate annual rentals of approximately $228 million (not including periodic rent escalations , percentage rent or
straight-line rent). The megaplex theatre leases have an average remaining base term lease life of approximately 10 years
30
and may be extended for predetermined extension terms at the option of the tenant. The theatre leases are typically triple-
net leases that require the tenant to pay substantially all expenses associated with the operation of the properties, including
taxes, other governmental charges, insurance, utilities, service, maintenance and any ground lease payments.
Property Acquisitions in 2011
The following table lists the significant rental properties we acquired or developed during 2011:
Property
Location
Tenant
4 Theatre Portfolio
Pinstripes
Mentorship Academy
Bradley Academy of Excellence
Ben Franklin Academy
Champions School
American Leadership Academy
Loveland Classical
Various
Northbrook, IL
Baton Rouge, LA
Goodyear, AZ
Highlands Ranch, CO
Phoenix, AZ
Gilbert, AZ
Loveland, CO
Cinemagic
Pinstripes
CSDC
Highmark
Highmark
Phoenix Charter Properties
PCI ALA Gilbert, LLC
Highmark
Development Cost/
Purchase Price
$36.8 million
$7.0 million
$6.7 million
$7.3 million
$7.2 million
$5.5 million
$8.1 million
$5.4 million
Item 3. 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 a planned casino and resort development 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 4. Mine Safety Disclosures
Not applicable.
31
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The following table sets forth, for the quarterly periods indicated, the high and low sales prices per share for our common
shares on the New York Stock Exchange (“NYSE”) under the trading symbol “EPR” and the distributions declared.
2011:
Fourth quarter
Third quarter
Second quarter
First quarter
2010:
Fourth quarter
Third quarter
Second quarter
First quarter
High
Low
Distribution
$
$
46.48
$
35.97
$
50.44
48.90
48.24
35.71
44.31
44.31
49.73
$
42.82
$
46.46
46.73
44.00
35.85
36.88
33.41
0.70
0.70
0.70
0.70
0.65
0.65
0.65
0.65
The closing price for our common shares on the NYSE on February 23, 2012 was $42.72 per share.
We declared quarterly distributions to common shareholders aggregating $2.80 and $2.60 per common share in 2011
and 2010, respectively.
While we intend to continue paying regular quarterly dividends, future dividend declarations will be at the discretion
of the Board of Trustees and will depend on our actual cash flow, our financial condition, capital requirements, the
annual distribution requirements under the REIT provisions of the Code, debt covenants and other factors the Board
of Trustees deems relevant. The actual cash flow available to pay dividends may be affected by a number of factors,
including the revenues received from rental properties and mortgage notes, our operating expenses, debt service on our
borrowings, the ability of tenants and customers to meet their obligations to us and any unanticipated capital
expenditures. Our Series C preferred shares have a fixed dividend rate of 5.75%, our Series D preferred shares have
a fixed dividend rate of 7.375% and our Series E preferred shares have a fixed dividend rate of 9.00%.
During the year ended December 31, 2011, the Company did not sell any unregistered equity securities.
On February 23, 2012, there were approximately 615 holders of record of our outstanding common shares.
Issuer Purchases of Equity Securities
During the quarter ended December 31, 2011, the Company did not purchase any unregistered equity securities.
32
Total Return Analysis
Entertainment Properties Trust
MSCI US REIT Index
Russell 2000 Index
Source: SNL Financial
12/31/2006
100.00
$
100.00
$
100.00
$
12/31/2007
85.24
$
83.18
$
98.43
$
12/31/2008
58.56
$
51.60
$
65.18
$
12/31/2009
77.21
$
66.36
$
82.89
$
12/31/2010
107.59
$
85.26
$
105.14
$
12/31/2011
108.41
$
92.67
$
100.75
$
33
Item 6. Selected Financial Data
Operating statement data
(Dollars in thousands except per share data)
Rental revenue
Tenant reimbursements
Other income
Mortgage and other financing income
Total revenue
Property operating expense
Other expense
General and administrative expense
Costs associated with loan refinancing or payoff, net
Interest expense, net
Transaction costs
Provision for loan losses
Impairment charges
Depreciation and amortization
Income before gain on sale of land, equity in income
from joint ventures and discontinued operations
Gain on sale of land
Equity in income from joint ventures
Income from continuing operations
Discontinued operations:
Income (loss) from discontinued operations
Gain on sale or acquisition of real estate
Net income (loss)
Add: Net loss (income) attributable to noncontrolling
interests
Net income attributable to Entertainment Properties
Trust
Preferred dividend requirements
Preferred share redemption costs
Net income (loss) available to common shareholders
of Entertainment Properties Trust
Per share data attributable to Entertainment Properties Trust
shareholders:
Basic earnings per share data:
Income from continuing operations
Income (loss) from discontinued operations
Net income (loss) available to common shareholders
Diluted earnings per share data:
Income from continuing operations
Income (loss) from discontinued operations
Net income (loss) available to common
shareholders
Shares used for computation (in thousands):
Basic
Diluted
Years Ended December 31,
2011
$ 226,031
17,965
1,783
55,880
301,659
23,547
3,999
20,173
5,773
71,679
1,730
—
27,115
47,927
99,716
—
2,847
$ 102,563
2010
$ 219,949
17,100
536
52,258
289,843
24,684
1,106
18,225
11,383
72,311
517
700
463
45,359
115,095
—
2,138
$ 117,233
2009
$ 193,016
15,438
2,833
44,999
256,286
21,932
2,185
15,133
117
65,531
3,321
70,954
2,083
41,401
33,629
—
895
34,524
$
2008
$ 187,476
16,158
2,227
60,435
266,296
20,538
2,103
15,286
—
63,931
1,628
—
—
38,018
124,792
—
1,962
$ 126,754
(6,842)
19,545
115,266
(12,465)
8,287
113,055
(46,430)
—
(11,906)
750
119
127,623
2007
$ 176,705
15,398
2,402
28,841
223,346
19,717
4,205
12,717
—
56,097
253
—
—
34,119
$
96,238
129
1,583
97,950
2,104
3,240
103,294
(38)
1,819
19,913
2,353
1,370
115,228
(28,140)
(2,769)
114,874
(30,206)
—
8,007
(30,206)
—
129,976
(28,266)
—
104,664
(21,312)
(2,101)
$
84,319
$
84,668
$ (22,199)
$ 101,710
$
81,251
$
$
$
$
$
$
$
1.54
0.27
1.81
1.53
0.27
$
$
$
1.92
(0.05)
1.87
1.91
(0.05)
$
$
$
0.12
(0.73)
(0.61)
0.12
(0.73)
$
$
$
3.18
0.11
3.29
3.15
0.11
2.77
0.25
3.02
2.73
0.25
1.80
$
1.86
$
(0.61)
$
3.26
$
2.98
46,640
46,901
45,206
45,555
36,122
36,235
30,910
31,177
26,929
27,304
Cash dividends declared per common share
$
2.80
$
2.60
$
2.60
$
3.36
$
3.04
34
Balance sheet data
(Dollars in thousands)
Net real estate investments
Mortgage notes and related accrued interest
receivable, net
Investment in a direct financing lease, net
Total assets
Common dividends payable
Preferred dividends payable
Long-term debt
Total liabilities
Noncontrolling interests
Equity
Years Ended December 31,
2011
$ 2,031,090
2010
$ 2,217,047
2009
$ 1,867,358
2008
$ 1,765,861
2007
$ 1,671,622
325,097
233,619
305,404
226,433
522,880
169,850
508,506
166,089
325,442
—
2,733,995
2,923,420
2,680,732
2,633,925
2,171,633
32,709
6,002
30,253
7,551
27,880
7,552
27,377
7,552
21,344
5,611
1,154,295
1,191,179
1,141,423
1,262,368
1,081,264
1,235,892
1,292,162
28,054
28,019
1,498,103
1,631,258
1,212,775
(4,905)
1,467,957
1,341,274
1,145,533
15,217
18,207
1,292,651
1,026,100
35
Item 7. 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 Annual Report on Form 10-K. The forward-looking statements included in this discussion and elsewhere
in this Annual Report on Form 10-K 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.” 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 in Item 1A, “Risk Factors.”
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 December 31, 2011, our total assets exceeded $2.7 billion, and included
investments in 112 megaplex theatre properties (including two joint venture properties), 33 public charter school
properties and various restaurant, retail, entertainment, destination recreational and specialty properties located in 34
states, the District of Columbia and Ontario, Canada. As of December 31, 2011, we had invested approximately $207.2
million in development land and property under development and approximately $325.1 million in mortgage financing
for entertainment, recreational and specialty properties.
As of December 31, 2011, our real estate portfolio of megaplex theatre properties consisted of 8.8 million square feet
and was 99% occupied, and our remaining real estate portfolio consisted of 4.4 million square feet and was 96%
occupied. The combined real estate portfolio consisted of 13.2 million square feet and was 98% occupied. Our theatre
properties are leased to thirteen different theatre operators and our public charter schools are leased to five different
public charter school operators. At December 31, 2011, approximately 35% of our megaplex theatre properties were
leased to AMC.
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 eight mortgage notes totaling $325.1 million at December 31, 2011. Two
of these mortgage notes, totaling $178.4 million at December 31, 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 mortgage notes
include five mortgage notes totaling $145.4 million at December 31, 2011 related to financing provided for ski areas
and one $1.3 million mortgage note related to financing for the development of a public charter school property.
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 facility and term loan, 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
36
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.
Historically, our primary challenges have been locating suitable properties, negotiating favorable lease or financing
terms, and managing our portfolio as we have continued to grow. We believe our management’s knowledge and industry
relationships have facilitated opportunities for us to acquire, finance and lease properties.
During 2011, our investment spending of $137.9 million was lower than it has been historically. With the continued
acceptance of megaplex theatres as a solid performing asset class and the continued low interest rate environment,
portfolios of existing megaplex theatres in some cases sold at higher multiples of cash flow in 2011 than they may have
otherwise sold in prior years. While this bodes well for the inherent value of our theatre portfolio, we elected not to
pay these higher multiples for portfolios and, as a result, we were not the successful bidder in several cases. Furthermore,
as in 2010, we did not have as many theatre build-to-suit opportunities as we have had historically. In 2011, this was
likely in part due to the relative poor box office performance in the early part of the year versus the prior year. As box
office performance improved over the latter part of 2011 and into early 2012, we are now seeing many more such build-
to-suit opportunities available to us at attractive terms due to our long-term relationships with our tenants.
In 2011, we continued to establish our position as a leading owner of public charter school real estate and expect this
momentum to continue into 2012. We successfully diversified our tenant base by adding four new public charter school
operators and expect to continue to expand our tenant base in this area in 2012.
As further discussed below under “Recent Developments,” the recent economic downturn significantly impacted both
the planned casino and resort development in Sullivan County, New York as well as the performance of our vineyard
and winery tenants. While the Sullivan County project is subject to an ongoing lawsuit for which we believe we have
meritorious defenses, progress is being made to activate the income producing capacity of this investment. Furthermore,
progress is also being made in selling our vineyard and winery properties as we sold three such investments in 2011.
During the past two years, we have taken significant steps to implement our strategy of migrating to an unsecured debt
structure and maintaining significant liquidity. In 2010, we issued $250.0 million of unsecured notes and entered into
a new $320.0 million unsecured revolving credit facility. During 2011 and early 2012, we amended our unsecured
revolving credit facility to an increased capacity of $400 million at a significantly lower interest rate spread and entered
into a new $240 million term loan. Having enhanced our liquidity position, strengthened our balance sheet and obtained
access to the unsecured debt markets, we believe we are better positioned to aggressively pursue potential investments,
acquisitions and financing transaction opportunities that may become available to us from time to time.
Throughout the remainder of 2012, we expect to maintain our debt to total gross assets ratio between 35% and 45%.
Depending on our capital needs, we will seek both debt and equity capital and will consider issuing additional shares
under the direct share purchase component of our DSP Plan. While equity issuances and maintaining lower leverage
mitigate the growth in per share results, we believe lower leverage and an emphasis on liquidity are prudent during the
current economic environment.
Our business is subject to a number of risks and uncertainties, including those described in “Risk Factors” in Item 1A
of this report.
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
37
exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.
Consolidation
We consolidate certain entities if we are 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 we are not the
primary beneficiary as defined in the Consolidation Topic of the FASB ASC, or do not have effective control, but can
exercise influence over the entity with respect to its operations and major decisions.
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 in other leases is dependent upon increases in the Consumer Price Index (“CPI”) and accordingly,
management does not include any future base rent escalation amounts on these leases in current revenue. Most of our
leases provide for percentage rents based upon the level of sales achieved by the tenant. These percentage rents are
recognized once the required sales level is achieved. Lease termination fees are recognized when the related leases are
canceled and we have no continuing obligation to provide services to such former tenants.
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 estimated unguaranteed residual value is reviewed on an annual basis or more frequently if necessary.
We evaluate the collectibility of our direct financing lease receivable to determine whether it is impaired. A direct
financing lease receivable is considered to be impaired when, based on current information and events, it is probable
that we 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 value of the underlying collateral, less costs to sell, if such receivable is collateralized.
Real Estate Useful Lives
We are required to make subjective assessments as to the useful lives of our properties for the purpose of determining
the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a
direct impact on our net income. Depreciation and amortization are provided on the straight-line method over the useful
lives of the assets, as follows:
Buildings
Tenant improvements
Furniture, fixtures and equipment
40 years
Base term of lease or useful life, whichever is shorter
3 to 25 years
Impairment of Real Estate Values
We are required to make subjective assessments as to whether there are impairments in the value of our rental properties.
These estimates of impairment may have a direct impact on our consolidated financial statements.
We assess the carrying value of our rental properties whenever events or changes in circumstances indicate that the
carrying amount of a property may not be recoverable. Certain factors that may occur and indicate that impairments
may exist include, but are not limited to: underperformance relative to projected future operating results, tenant
difficulties and significant adverse industry or market economic trends. If an indicator of possible impairment exists,
38
a property is evaluated for impairment by comparing the carrying amount of the property to the estimated undiscounted
future cash flows expected to be generated by the property. If the carrying amount of a property exceeds its estimated
future cash flows on an undiscounted basis, an impairment charge is recognized in the amount by which the carrying
amount of the property exceeds the fair value of the property. Management estimates fair value of our rental properties
utilizing independent appraisals and/or based on projected discounted cash flows using a discount rate determined by
management to be commensurate with the risk inherent in the Company.
Real Estate Acquisitions
Upon acquisitions of real estate properties, we record the fair value of acquired tangible assets (consisting of land,
building, tenant improvements, and furniture, fixtures and equipment) and identified intangible assets and liabilities
(consisting of above and below market leases, in-place leases, tenant relationships and assumed financing that is
determined to be above or below market terms) as well as any noncontrolling interest in accordance with FASB ASC
Topic 805 on Business Combinations (“Topic 805”). In addition, in accordance with Topic 805, acquisition-related
costs in connection with business combinations are expensed as incurred, rather than capitalized.
Allowance for Doubtful Accounts
Management makes quarterly estimates of the collectibility of its accounts receivable related to base rents, tenant
escalations (straight-line rents), reimbursements and other revenue or income. Management 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, management makes estimates of the expected recovery of pre-petition administrative and
damage claims. These estimates have a direct impact on our net income.
Mortgage Notes and Other Notes Receivable
Mortgage notes and other notes receivable, including related accrued interest receivable, consist of loans that we
originated 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 we defer certain loan origination
and commitment fees, net of certain origination costs, and amortize them over the term of the related loan. Interest
income on performing loans is accrued as earned. We evaluate the collectibility of both interest and principal for each
loan to determine whether it is impaired. A loan is considered to be impaired when, based on current information and
events, we determine it is probable that we will be unable to collect all amounts due according to the existing contractual
terms. When a loan 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 loan’s effective interest rate or to the fair
value of 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 we determine based on the loan to estimated fair value ratio the loan 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.
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, 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%.
39
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.
On December 7, 2011, we exercised our option to purchase the underlying property in Sullivan County, New York
related to our capital lease obligation for $8.9 million. A gain of $390 thousand was recognized related to the settlement
of this capital lease obligation and is included in costs associated with loan refinancing or payoff, net in the accompanying
consolidated statements of income in this Annual Report on Form 10-K.
As further discussed below in "Subsequent Events" on January 5, 2012, we entered into a new $240 million five year
term loan facility.
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 year ended December 31, 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 Annual Report on
Form 10-K.
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 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.
40
On December 15, 2011, we entered into a secured first mortgage loan agreement for $1.5 million with Starshine Charter
Holdings, LLC . The loan is secured by approximately three acres of land and improvements which is expected to be
developed into a public charter school. This note bears interest at 9.00%, requires monthly interest payments and
matures on May 31, 2012. The carrying value of this mortgage note receivable at December 31, 2011 was $1.3 million,
including related accrued interest receivable of $6 thousand.
During the year ended December 31, 2011, we acquired development land in Arizona and Colorado for a total purchase
price of $2.1 million. As a part of these transactions, we have agreed to financing an additional $14.8 million for
construction of two public charter schools that will be leased to HighMark Development ("HighMark") under long-
term triple-net leases commencing upon completion of the development.
During the year ended December 31, 2011, we completed development of six public charter school properties. One
property is located in Louisiana and 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. Three properties
are located in Arizona and are leased under long-term-triple-net leases to Phoenix Charter Properties, LLC, American
Leadership Academy and HighMark, respectively, for a total development cost (including land and building) of $20.9
million. Finally, two properties are located in Colorado and are leased under long-term triple-net leases to HighMark
for a total development cost (including land and building) of $12.6 million. At September 30, 2011, the three properties
leased to HighMark totaling approximately $21.0 million upon completion were included in investment in direct
financing lease, net, in the consolidated balance sheet. Due to a subsequent lease amendment, at December 31, 2011,
this investment has been reclassed to rental properties, net in the accompanying consolidated balance sheet in this
Annual Report on Form 10-K.
During the year ended December 31, 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 at December 31, 2011 was
$178.4 million.
During the year ended December 31, 2011, we advanced $9.0 million under our secured mortgage loan agreement with
Peak Resorts to provide for the purchase of land at two ski facilities that were under a third-party ground lease. The
carrying value of this mortgage note at December 31, 2011 was $41.2 million.
Planned Casino and Resort Development in Sullivan County, New York
On April 12, 2011, we entered into an Exclusivity Agreement with Empire Resorts, Inc. ("Empire Resorts"), whereby
the parties agreed to explore the possibility of developing a casino, hotel and harness racetrack on the Concord resort
property. As part of the Exclusivity Agreement, Empire Resorts acknowledged that any of the agreements or obligations
imposed by the Exclusivity Agreement would be subject to the rights granted to Mr. Cappelli and his affiliates in
connection with the Settlement Agreement dated June 18, 2010 (the "Cappelli Rights"). That Exclusivity Agreement
was extended twice, through December 21, 2011 as the parties continued to plan and negotiate. On December 21,
2011, the parties entered into an Option to Lease Agreement (the "Option") covering approximately 190 acres of the
Concord resort property. The Option runs for a period of six months, and included an option payment of $750 thousand
to us by Empire Resorts. The Option may be extended by Empire Resorts for successive periods of six months through
June 30, 2013 upon making additional payments of $750 thousand each. The option payments become nonrefundable
if and when the parties finalize a master development agreement. The Option includes a good faith obligation for both
parties to work diligently to complete a master development agreement before March 31, 2012. There can be no
guarantee that a master development agreement will be finalized or that the $750 thousand payment will be earned by
us. Accordingly, this item is included in accounts payable and accrued liabilities at December 31, 2011 in the
accompanying consolidated balance sheets in this Annual Report on Form 10-K. As set forth in the Exclusivity
Agreement, the Option contains an acknowledgment and recognition of the Cappelli Rights.
As further described in Note 8 to the consolidated financial statements in this Annual Report on Form 10-K, this planned
casino and resort development is the subject of ongoing litigation for which we believe we have meritorious defenses.
41
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 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.
During the fourth quarter of 2011, we recorded an additional gain on sale or acquisition of real estate of $1.2 million
U.S. related to the settlement of certain reserves.
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.
During 2011, we completed the sale of three vineyard and winery investments 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 discontinued operations in the accompanying consolidated statements of income in this Annual Report on Form
10-K for the year ended December 31, 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. While this sale agreement
was not ultimately executed, we still expect this property will be sold 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 vineyard and winery 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.
Subsequent Events
On January 5, 2012, we entered into a new $240 million five year term loan facility. The loan matures on January 5,
2017. The facility is priced based on a grid related to our senior unsecured credit ratings, with pricing at closing of
LIBOR plus 175 basis points. We also entered into interest rate swaps that fix the all-in rate on this loan at 2.66% for
four years. The new facility also contains an “accordion” feature allowing it to be increased by up to an additional $110
million upon satisfaction of certain conditions. The net proceeds from this new term loan facility were primarily utilized
to reduce the outstanding balance of our revolving credit facility to zero.
42
Results of Operations
Year ended December 31, 2011 compared to year ended December 31, 2010
Rental revenue was $226.0 million for the year ended December 31, 2011 compared to $219.9 million for the year
ended December 31, 2010. The $6.1 million increase resulted primarily from acquisitions completed in 2011 and 2010
and base rent increases on existing properties, partially offset by a decline in rental revenue from our vineyard and
winery tenants. Percentage rents of $1.6 million and $1.7 million were recognized during the year ended December 31,
2011 and 2010, respectively. Straight-line rents of $0.7 million and $1.0 million were recognized during the year ended
December 31, 2011 and 2010, respectively.
Tenant reimbursements totaled $18.0 million for the year ended December 31, 2011 compared to $17.1 million for the
year ended December 31, 2010. These tenant reimbursements arise from the operations of our entertainment retail
centers. The $0.9 million increase is primarily due as an increase in tenant reimbursements at our retail centers in
Ontario, Canada and in New Rochelle, New York.
Other income was $1.8 million for the year ended December 31, 2011 compared to $0.5 million for the year ended
December 31, 2010. The $1.3 million increase is primarily due to income from the sale of grape inventory at certain
of our vineyard properties which are operated through a wholly-owned taxable REIT subsidiary.
Mortgage and other financing income for the year ended December 31, 2011 was $55.9 million compared to $52.3
million for the year ended December 31, 2010. The $3.6 million increase is primarily due to our additional investments
in public charter school properties classified as a direct financing lease, as well as increased real estate lending activities
related to our mortgage loan agreements with SVVI and Peak Resorts. We also recognized participating interest income
of $0.5 million from SVVI for the year ended December 31, 2011. No participating interest income was recognized
for the year ended December 31, 2010.
Our property operating expense totaled $23.5 million for the year ended December 31, 2011 compared to $24.7 million
for the year ended December 31, 2010. These property operating expenses arise from the operations of our retail centers
and other specialty properties. The $1.2 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, and carrying costs associated with land held for
development and the Dallas Grand theatre property prior to commencement of new leases at this location.
Other expense totaled $4.0 million for the year ended December 31, 2011 compared to $1.1 million for the year ended
December 31, 2010. The $2.9 million increase is due to $0.6 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
$2.0 million in cost of goods sold from grape sales and 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 $20.2 million for the year ended December 31, 2011 compared to $18.2
million for the year ended December 31, 2010. The increase of $2.0 million is primarily due to an increase in payroll
related expenses, including share grant amortization, as well as professional fees.
Costs associated with loan refinancing or payoff, net were $5.8 million for the year ended December 31, 2011 and
$11.4 million for the year ended December 31, 2010. For the year ended December 31, 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 $4.6 million and deferred financing
costs, net of accumulated amortization, of $1.8 million were written off. These costs were partially offset by a gain of
$0.4 million on the settlement of a capital lease obligation related to the planned casino and resort development in
Sullivan County, New York. For the year ended December 31, 2010, these costs related to the termination of our
previous revolving credit facility and a term loan (including related interest rate swap agreements).
43
Our net interest expense decreased by $0.6 million to $71.7 million for the year ended December 31, 2011 from $72.3
million for the year ended December 31, 2010. This decrease resulted primarily from decreased average borrowings
used to finance our real estate acquisitions and fund our mortgage notes receivable.
Transaction costs totaled $1.7 million for the year ended December 31, 2011 compared to $0.5 million for the year
ended December 31, 2010. The increase of $1.2 million is due to the write off of costs associated with terminated
transactions.
Provision for loan losses for the year ended December 31, 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 as further
discussed in Note 8 to the consolidated financial statements in this Annual Report on Form 10-K. There was no provision
for loan losses for the year ended December 31, 2011.
Impairment charges for the year ended December 31, 2011 were $27.1 million and related to certain of our vineyard
and winery properties. For further detail, see Note 4 to the consolidated financial statements in this Annual Report on
Form 10-K. Impairment charges for the year ended December 31, 2010 were $0.5 million and related to an asset
recorded as a result of the settlement with Mr. Cappelli and affiliates on June 18, 2010, as further discussed in Note 8
to the consolidated financial statements in this Annual Report on Form 10-K.
Depreciation and amortization expense totaled $47.9 million for the year ended December 31, 2011 compared to $45.4
million for the year ended December 31, 2010. The $2.5 million increase resulted primarily from asset acquisitions
completed in 2011 and 2010.
Equity in income from joint ventures totaled $2.8 million for the year ended December 31, 2011 compared to $2.1
million for the year ended December 31, 2010. The $0.7 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 $6.8 million for the year ended December 31,
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 December 31, 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 including transaction costs totaled $12.5 million for the year ended December 31,
2010 and related to the prior mentioned properties, costs associated with loan refinancing as well as a parcel of land
in Arroyo Grande, California, an entertainment retail center in White Plains, New York and a ten acre vineyard and
winery facility in Napa Valley, California, all of which were disposed of in 2010. See Note 22 to the consolidated
financial statements in this Annual Report on Form 10-K for further details.
Gain on sale or acquisition of real estate from discontinued operations of $19.5 million for the year ended December
31, 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. Gain on sale or acquisition of real estate from
discontinued operations of $8.3 million for the year ended December 31, 2010 was due to the gain on acquisition of
Toronto Dundas Square of $9.0 million and a gain on sale of $0.2 million from a parcel of land including one building
in Arroyo Grande, California, which was partially offset by a loss of approximately $0.9 million related to the sale of
a ten acre vineyard and winery facility in Napa Valley, California
Net income attributable to noncontrolling interest for the year ended December 31, 2011 was $0.04 million and related
to VinREIT operations. Net loss attributable to noncontrolling interest was $1.8 million for the year ended December
31, 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.
44
Preferred dividend requirements for the year ended December 31, 2011 were $28.1 million compared to $30.2 million
for the year ended December 31, 2010. The $2.1 million decrease is due to 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 year ended December 31, 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 year ended
December 31, 2010.
Year ended December 31, 2010 compared to year ended December 31, 2009
Rental revenue was $219.9 million for the year ended December 31, 2010 compared to $193.0 million for the year
ended December 31, 2009. The $26.9 million increase resulted primarily from acquisitions completed in 2009 and 2010
and base rent increases on existing properties, partially offset by a decline in rental revenue from our vineyard and
winery tenants. Percentage rents of $1.7 million and $1.4 million were recognized during the year ended December 31,
2010 and 2009, respectively. Straight-line rents of $1.0 million and $2.1 million were recognized during the year ended
December 31, 2010 and 2009, respectively.
Tenant reimbursements totaled $17.1 million for the year ended December 31, 2010 compared to $15.4 million for the
year ended December 31, 2009. These tenant reimbursements arise from the operations of our entertainment retail
centers. The $1.7 million increase is primarily due to an increase in tenant reimbursements at our retail centers in
Ontario, Canada as well as a the impact of a stronger Canadian dollar exchange rate for the year ended December 31,
2010 compared to the year ended December 31, 2009.
Other income was $0.5 million for the year ended December 31, 2010 compared to $2.8 million for the year ended
December 31, 2009. This decrease of $2.3 million is primarily due to a decrease in revenues from a family bowling
center in Westminster, Colorado previously operated through a wholly-owned taxable REIT subsidiary. The bowling
center was converted to a third party lease on February 1, 2010. Additionally, other income decreased due to a $0.9
million gain recognized upon settlement of foreign currency forward contracts for the year ended December 31, 2009.
A loss of $0.2 million was recognized for the year ended December 31, 2010 and is included in other expense. Partially
offsetting these decreases, there was an increase of $0.2 million for the year ended December 31, 2010 due to golf
course revenue recognized related to two golf courses on the Sullivan County property, which we took ownership of
on June 18, 2010 in connection with the settlement with Mr. Cappelli and his affiliates.
Mortgage and other financing income for the year ended December 31, 2010 was $52.3 million compared to $45.0
million for the year ended December 31, 2009. The $7.3 million increase is primarily due to our January 2010 acquisition
of five public charter school properties and expansions during the year ended December 31, 2010. Additionally, there
was increased real estate lending activity primarily related to our mortgage loan agreement with SVVI.
Our property operating expense totaled $24.7 million for the year ended December 31, 2010 compared to $21.9 million
for the year ended December 31, 2009. These property operating expenses arise from the operations of our retail centers.
The increase of $2.8 million resulted from increases in bad debt expense associated with our vineyard and winery
tenants and property operating expenses at our retail centers in Ontario, Canada as well as a the impact of a stronger
Canadian dollar exchange rate for the year ended December 31, 2010 compared to the year ended December 31, 2009.
Other expense totaled $1.1 million for the year ended December 31, 2010 compared to $2.2 million for the year ended
December 31, 2009. The $1.1 million decrease is primarily due to less expense recognized related to a family bowling
center in Westminster, Colorado previously operated through a wholly-owned taxable REIT subsidiary as further
described above.
Our general and administrative expense totaled $18.2 million for the year ended December 31, 2010 compared to $15.1
million for the year ended December 31, 2009. The increase of $3.1 million is primarily due to an increase in payroll
and trustee related expenses, travel expenses, insurance expense, professional fees and franchise taxes.
45
Costs associated with loan refinancing or payoff, net were $11.4 million for the year ended December 31, 2010 and
$0.1 million for the year ended December 31, 2009. For the year ended December 31, 2010, these costs related to the
termination of our previous revolving credit facility and the term loan (including related interest rate swap agreements).
For the year ended December 31, 2009, these costs related to the amendment and restatement of our revolving credit
facility and consisted of the write-off of $0.1 million of certain unamortized financing costs.
Our net interest expense increased by $6.8 million to $72.3 million for the year ended December 31, 2010 from $65.5
million for the year ended December 31, 2009. This increase resulted from the increase in the average long-term debt
outstanding and an increased weighted average interest rate used to finance our real estate acquisitions and fund our
mortgage notes receivable.
Transaction costs totaled $0.5 million for the year ended December 31, 2010 compared to $3.3 million for the year
ended December 31, 2009. The decrease of $2.8 million is due to a decrease is in costs associated with terminated
transactions.
Provision for loan losses for the year ended December 31, 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 as further
discussed in Note 8 to the consolidated financial statements in this Annual Report on Form 10-K. Provision for loan
losses for the year ended December 31, 2009 was $71.0 million and related to a mortgage note receivable and six other
notes receivable. The mortgage note and three of the other notes receivable were extinguished during the year ended
December 31, 2010.
Impairment charges for the year ended December 31, 2010 were $0.5 million and related to an asset recorded as a result
of the settlement with Mr. Cappelli and affiliates on June 18, 2010, as further discussed in Note 8 to the consolidated
financial statements in the Annual Report on Form 10-K. The impairment charges for the year ended December 31,
2009 were $2.1 million and related to certain of our winery and vineyard properties.
Depreciation and amortization expense totaled $45.4 million for the year ended December 31, 2010 compared to $41.4
million for the year ended December 31, 2009. The $4.0 million increase resulted primarily from asset acquisitions
completed in 2010 and 2009.
Equity in income from joint ventures totaled $2.1 million for the year ended December 31, 2010 compared to $0.9
million for the year ended December 31, 2009. The $1.2 million increase is primarily due 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 of May 1, 2010.
The $14.9 million contribution earns a preferred return of 15% per the partnership agreement.
Loss from discontinued operations including transaction costs totaled $12.5 million for the year ended December 31,
2010. Loss from discontinued operations including impairment charges totaled $46.4 million for the year ended
December 31, 2009. Included in discontinued operations for the year ended December 31, 2009 was the operations of
the Gary Farrell winery sold on April 28, 2011, the Pope Valley vineyard and winery which was held for sale as of
December 31, 2011, the EOS vineyard and winery sold on September 20, 2011, 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. Loss from discontinued operations including transaction costs for the year ended December 31, 2010 related
to the prior mentioned properties as well as costs associated with the purchase and the operations of the Toronto Dundas
Square property which was sold on March 29, 2011.
Gain on sale or acquisition of real estate from discontinued operations of $8.3 million for the year ended December
31, 2010 was due to the gain on acquisition of Toronto Dundas Square of $9.0 million and a gain on sale of $0.2 million
from a parcel of land including one building in Arroyo Grande, California, which was partially offset by a loss of
approximately $0.9 million related to the sale of a ten acre vineyard and winery facility in Napa Valley, California.
There was no gain on acquisition or sale of real estate from discontinued operations for the year ended December 31,
2009.
46
Noncontrolling interest totaled $1.8 million for the year ended December 31, 2010 compared to $19.9 million for the
year ended December 31, 2009. This noncontrolling interest primarily related to the consolidation of a VIE at the
entertainment retail center in White Plains, New York. As further discussed in Note 8 to the consolidated financial
statements in this Annual Report on Form 10-K, our interest in the VIE was extinguished in connection with the
settlement entered into with Mr. Cappelli and affiliates on June 18, 2010.
Liquidity and Capital Resources
Cash and cash equivalents were $14.6 million at December 31, 2011. In addition, we had restricted cash of $19.3
million at December 31, 2011. Of the restricted cash at December 31, 2011, $7.7 million relates to cash held for our
borrowers’ debt service reserves for mortgage notes receivable, $2.1 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.
Mortgage Debt, Credit Facilities and Term Loan
As of December 31, 2011, we had total debt outstanding of $1.2 billion of which $670.7 million was fixed rate mortgage
debt secured by a portion of our rental properties and mortgage notes receivable, with a weighted average interest rate
of approximately 6.1%.
We have $250.0 million in senior notes due on July 15, 2020 that 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 December 31, 2011, we had $223.0 million in debt outstanding under our $400.0 million unsecured revolving credit
facility, with interest at a floating rate. The facility has a term expiring October 13, 2015 with a one year extension
available at our option. 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 December 31, 2011, our total availability under the revolving
credit facility was $177.0 million.
Additionally, on January 5, 2012, we entered into a new $240 million five year term loan facility. The loan matures on
January 5, 2017. The facility is priced based on a grid related to our senior unsecured credit ratings, with pricing at
closing of LIBOR plus 175 basis points. We also entered into interest rate swaps that fix the all-in rate on this loan at
2.66% for four years. The new facility also contains an “accordion” feature allowing it to be increased by up to an
additional $110 million upon satisfaction of certain conditions.
Our principal investing activities are acquiring, developing and financing entertainment and entertainment-related
properties, public charter schools, metropolitan ski areas 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 as well as certain cross-default provisions. We were in compliance with all financial covenants at
December 31, 2011.
47
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 $195.8 million, $180.4 million and $148.8 million
for the years ended December 31, 2011, 2010 and 2009, respectively. Net cash provided by investing activities was
$89.7 million for the year ended December 31, 2011 and net cash used in investing activities was $320.3 million and
$192.0 million for the years ended December 31, 2010 and 2009, respectively. Net cash used by financing activities
was $282.3 million for the year ended December 31, 2011 and net cash provided by financing activities was $128.0
million and $15.7 million for the years ended December 31, 2010 and 2009, respectively. 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.
Long-term liquidity requirements at December 31, 2011 consisted primarily of maturities of long-term debt. Contractual
obligations as of December 31, 2011 are as follows (in thousands):
Contractual Obligations
2012
2013
2014
2015
2016
Thereafter
Total
Year ended December 31,
Long Term Debt
Obligations
Interest on Long Term
Debt Obligations
Operating Lease
Obligations
$
90,416
$ 116,378
$ 155,925
$ 324,931
$ 103,377
$ 363,268
$ 1,154,295
63,936
53,783
45,340
39,986
29,057
73,998
306,100
392
408
434
454
358
—
2,046
Total
$ 154,744
$ 170,569
$ 201,699
$ 365,371
$ 132,792
$ 437,266
$ 1,462,441
Our unconsolidated joint venture, Atlantic EPR-II, has a mortgage note payable at December 31, 2011 of $12.2 million
which matures in September 2013.
Commitments
As of December 31, 2011, we had one theatre development project and one retail development project under construction
for which we have agreed to finance the development costs. At December 31, 2011, we had commitments to fund
approximately $5.7 million of additional improvements which are expected to be funded in 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
properties to the operator at pre-determined rates.
We have agreed to finance future development costs for three of our public charter school properties. At December
31, 2011, we have commitments to fund approximately $10.8 million of additional improvements for these properties
which is expected to be funded in 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 properties to the operators at pre-determined rates 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 December 31, 2011 related to this guarantee. No amounts have been accrued as a loss
contingency related to this guarantee because payment by us is not probable.
48
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 our direct control. As of December 31, 2011, we had seven 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.
During 2012 and 2013, we have approximately $65.3 million and $98.5 million, respectively, 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 $4.9 million is expected to be funded in 2012.
Our sources of liquidity as of December 31, 2011 to pay the above 2012 commitments include the remaining amount
available under our unsecured revolving credit facility of approximately $177.0 million and unrestricted cash on hand
of $14.6 million. In addition, the proceeds from our term loan issuance in January 2012 were used primarily to pay
down our unsecured revolving credit facility to zero. Accordingly, while there can be no assurance, we expect that our
sources of cash will exceed our existing commitments over the remainder of 2012.
We also believe that we will be able to repay, extend, refinance or otherwise settle our debt obligations for 2013 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”).
Off Balance Sheet Arrangements
At December 31, 2011, we had a 37.5% and 26.5% 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 and this contribution earned a priority return of 15% through December 31, 2011. We
recognized income of $2.4 million, $1.9 million and $565 thousand during 2011, 2010 and 2009, respectively, from
our investment in the Atlantic-EPR I joint venture. We recognized income of $383, $350 and $330 (in thousands) from
our investment in the Atlantic-EPR II joint venture during the years ended December 31, 2011, 2010 and 2009,
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 $12.2 million at December 31, 2011 and matures in September 2013. Condensed financial
information for Atlantic-EPR I and Atlantic-EPR II joint ventures is included in Note 9 to the consolidated financial
statements included in this Annual Report on Form 10-K.
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 2009, we paid Atlantic cash of $109 and $9 (in thousands), respectively, in exchange for additional
ownership of 0.7% and 0.2% for Atlantic-EPR I and Atlantic-EPR II, respectively. During 2010, we paid Atlantic cash
49
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 2011, we paid Atlantic cash of $2.5 million and $258 thousand in exchange for additional
ownership of 11.3% 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 December 31, 2011 and 2010, we had invested $4.2 million and $2.9 million, respectively, in
unconsolidated joint ventures for three theatre projects in 2011 and two theatre projects in 2010, located in China. We
recognized income of $42 thousand and a loss of $157 thousand from our investment in these joint ventures for the
years ended December 31, 2011 and 2010, respectively. No income or loss was recognized for the year ended
December 31, 2009.
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 may cause us to temporarily operate over
this threshold. At December 31, 2011, this ratio was 38%. Our long-term debt as a percentage of our total market
capitalization at December 31, 2011 was 33%; 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 $3.5 billion by aggregating the following at December 31, 2011:
• Common shares outstanding of 46,726,714 multiplied by the last reported sales price of our common shares
on the NYSE of $43.71 per share, or $2.0 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 $1.2 billion.
Our interest coverage ratio for the years ended December 31, 2011, 2010 and 2009 was 3.7 times, 3.4 times and 3.1
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 and management
believes it is useful to investors in this regard. Our calculation of the interest coverage ratio may be different from the
calculation used by other companies, and therefore, comparability may be limited. This information should not be
considered as an alternative to any U.S. generally accepted accounting principles (“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 Annual Report on
Form 10-K (unaudited, dollars in thousands):
50
Net income (loss)
Interest expense, gross
Interest cost capitalized
Depreciation and amortization
Share-based compensation expense to management
and trustees
Costs associated with loan refinancing or payoff, net
Straight-line rental revenue
Gain on sale or acquisition of real estate
Transaction costs
Provision for loan losses
Impairment charges
Interest coverage amount
Interest expense, net
Interest income
Interest cost capitalized
Interest expense, gross
Interest coverage ratio
$
$
$
$
Year Ended December 31,
2011
2010
2009
$
$
$
$
115,266
72,231
(498)
50,087
5,610
5,998
(966)
(19,545)
1,730
—
36,056
265,969
71,663
70
498
72,231
3.7
$
$
$
$
113,055
78,420
(383)
53,427
4,710
15,620
(1,883)
(8,287)
7,787
700
463
263,629
78,000
37
383
78,420
3.4
(11,906)
73,390
(600)
47,720
4,307
117
(2,483)
—
3,321
70,954
42,158
226,978
72,715
75
600
73,390
3.1
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 Annual
Report on Form 10-K as follows. Amounts below include the impact of discontinued operations, which are separately
classified in the consolidated statements of cash flows included in this Annual Report on Form 10-K (unaudited, dollars
in thousands):
51
Net cash provided by operating activities
Equity in income from joint ventures
Distributions from joint ventures
Amortization of deferred financing costs
Amortization of above market leases, net
Increase in mortgage notes accrued interest receivable
Increase (decrease) in restricted cash
Increase (decrease) in accounts receivable, net
Decrease in notes and accrued interest receivable
Increase in direct financing lease receivable
Increase in other assets
Decrease (increase) in accounts payable and accrued liabilities
Decrease in unearned rents
Straight-line rental revenue
Interest expense, gross
Interest cost capitalized
Costs associated with loan refinancing or payoff, net (cash
portion)
Transaction costs
Interest coverage amount
$
Year Ended December 31,
$
2011
195,799
2,847
(2,848)
(3,807)
(20)
5
(12,576)
(4,184)
(112)
5,073
658
8,179
219
(966)
72,231
(498)
$
2010
180,391
2,138
(2,482)
(4,809)
(200)
828
(951)
7,896
(53)
4,750
3,382
(22,178)
1,314
(1,883)
78,420
(383)
4,239
1,730
265,969
$
9,662
7,787
263,629
$
$
2009
148,817
895
(986)
(3,663)
—
1,324
148
(1,583)
(530)
3,762
3,471
(104)
1,799
(2,483)
73,390
(600)
—
3,321
226,978
Our fixed charge coverage ratio for the years ended December 31, 2011, 2010 and 2009 was 2.6 times, 2.4 times and
2.2 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 and management believes it is useful to investors in this regard. Our calculation of the fixed charge coverage
ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This
information should not be considered as an alternative to any GAAP liquidity measures. Amounts below include the
impact of discontinued operations, which are separately classified in the consolidated statements of income included
in this Annual Report on Form 10-K. The following table shows the calculation of our fixed charge coverage ratios
(unaudited, dollars in thousands):
Interest coverage amount
Interest expense, gross
Preferred share dividends
Fixed charges
Fixed charge coverage ratio
Year Ended December 31,
2011
265,969
72,231
28,140
100,371
$
$
2010
263,629
78,420
30,206
108,626
$
$
$
$
2009
226,978
73,390
30,206
103,596
2.6
2.4
2.2
Our debt service coverage ratio for the years ended December 31, 2011, 2010 and 2009 was 2.7 times, 2.5 times and
2.3 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 and
management believes it is useful to investors in this regard. Our calculation of the debt service coverage ratio may be
different from the calculation used by other companies and, therefore, comparability may be limited. This information
should not be considered as an alternative to any GAAP liquidity measures. Amounts below include the impact of
52
discontinued operations, which are separately classified in the consolidated statements of income included in this Annual
Report on Form 10-K. The following table shows the calculation of our debt service coverage ratios (unaudited, dollars
in thousands):
Interest coverage amount
Interest expense, gross
Recurring principal payments
Debt service
Debt service coverage ratio
Funds From Operations (FFO)
$
$
Year Ended December 31,
2011
265,970
72,231
24,566
96,797
2.7
$
$
2010
263,629
78,420
27,262
105,682
2.5
$
$
2009
226,978
73,390
25,174
98,564
2.3
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. Pursuant to the definition of FFO by the Board of Governors of NAREIT, we
calculate FFO as net income available to common shareholders, computed in accordance with GAAP, excluding gains
and losses from sales or acquisitions of depreciable operating properties and impairment losses of depreciable real
estate, 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. We have calculated FFO for all periods presented in accordance with this
definition. 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, including per share amounts, for the years ended December 31, 2011, 2010
and 2009 (unaudited, in thousands, except per share information):
53
Net income (loss) available to common shareholders of
Entertainment Properties Trust
Gain on sale or acquisition of property
Real estate depreciation and amortization
Allocated share of joint venture depreciation
Impairment charges
Noncontrolling interest
FFO available to common shareholders of
Entertainment Properties Trust
FFO per common share attributable to Entertainment Properties
Trust:
Basic
Diluted
Shares used for computation (in thousands):
Basic
Diluted
Other financial information:
Dividends per common share
$
$
$
Year ended December 31,
2011
2010
2009
$
84,319
(19,545)
49,009
452
36,056
—
$
84,668
(8,287)
52,828
308
463
(1,905)
(22,199)
—
46,947
263
42,159
(20,143)
150,291
$
128,075
$
47,027
$
3.22
3.20
$
2.83
2.81
46,640
46,901
45,206
45,555
1.30
1.30
36,122
36,236
$
2.80
$
2.60
$
2.60
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 for the years ended December 31,
2011, 2010 and 2009 because the effect is anti-dilutive.
Adjusted Funds From Operations (AFFO)
In addition to FFO, AFFO is presented by adding to FFO provision for loan losses, transaction costs, non-real estate
depreciation and amortization, deferred financing fees amortization, costs associated with loan refinancing or payoff,
net, share-based compensation expense to management and trustees, amortization of above market leases, net and
preferred share redemption costs; and subtracting maintenance capital expenditures (including second generation tenant
improvements and leasing commissions), straight-lined rental revenue, and the non-cash portion of mortgage and other
financing income. 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 years ended December 31, 2011, 2010 and 2009 (in thousands):
54
Diluted FFO available to common shareholders of Entertainment
Properties Trust
$
150,291
$
128,075
$
47,027
Year ended December 31,
2011
2010
2009
Adjustments:
Provision for loan losses
Transaction costs
Non-real estate depreciation and amortization
Deferred financing fees amortization
Costs associated with loan refinancing or payoff, net
Share-based compensation expense to management and trustees
Maintenance capital expenditures (1)
Straight-lined rental revenue
Non-cash portion of mortgage and other financing income
Amortization of above market leases, net
Preferred share redemption costs
—
1,730
1,077
3,807
5,998
5,610
(3,881)
(966)
(5,174)
20
2,769
700
7,787
596
4,809
15,620
4,710
(5,882)
(1,883)
(5,738)
200
—
70,954
3,321
773
3,663
117
4,307
(1,513)
(2,483)
(7,197)
—
—
AFFO available to common shareholders of Entertainment
Properties Trust
$
161,281
$
148,994
$
118,969
(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 were 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. The adoption of these
new disclosure requirements did not 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.
Inflation
Investments by EPR are financed with a combination of equity and debt. During inflationary periods, which are generally
accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments
may increase at a slower rate than new borrowing costs.
Substantially all of our megaplex theatre leases provide for base and participating rent features. To the extent inflation
causes tenant revenues at our properties to increase over baseline amounts, we would participate in those revenue
increases through our right to receive annual percentage rent.
55
Our leases and mortgage notes receivable also generally provide for escalation in base rents or interest in the event of
increases in the Consumer Price Index, with generally a limit of 2% per annum, or fixed periodic increases. Alternatively,
during deflationary periods, our leases and mortgage notes receivable with escalations in base rents or interest dependent
on increases in the Consumer Price Index may be adversely affected.
Our leases are generally triple-net leases requiring the tenants to pay substantially all expenses associated with the
operation of the properties, thereby minimizing our exposure to increases in costs and operating expenses resulting
from inflation. A portion of our megaplex theatre, retail and restaurant leases are non-triple-net leases. These leases
represent approximately 13% of our total real estate square footage. To the extent any of those leases contain fixed
expense reimbursement provisions or limitations, we may be subject to increases in costs resulting from inflation that
are not fully passed through to tenants.
Item 7A. 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 $223.0 million outstanding as of December 31, 2011 and a $10.7 million bond, both of which bear
interest at a floating rate. In addition, on January 5, 2012, we entered into a $240 million five year term loan facility
which bears interest at a floating rate. As further described in Note 25 to the consolidated financial statements in this
Annual Report on Form 10-K, this LIBOR based debt was converted with interest rate swaps to a fixed rate of 2.66%
for four years.
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.
The fair value of our debt as of December 31, 2011 and 2010 is estimated by discounting the future cash flows of each
instrument using current market rates including current market spreads.
The following table presents the principal amounts, weighted average interest rates, and other terms required by year
of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes as of December 31
(including the impact of the interest rate swap agreements described below):
56
Variable rate debt
Average interest rate
(as of December 31,
2011)
December 31, 2010:
Fixed rate debt
Variable rate debt
Average interest rate
(as of December 31,
2010)
Expected Maturities (in millions)
2012
2013
2014
2015
2016
Thereafter
Total
Estimated
Fair Value
December 31, 2011:
Fixed rate debt
$ 90.4
$ 116.4
$ 155.9
$ 101.9
$ 103.4
Average interest rate
6.5%
6.0%
6.3%
5.7%
6.1%
$ —
$ —
$ —
$ 223.0
$ —
$
$
352.7
$ 920.7
7.2%
6.6%
10.6
$ 233.6
$
$
950.0
5.5%
233.6
—%
—%
—%
2.0%
—%
0.1%
1.9%
1.9%
2011
2012
2013
2014
2015
Thereafter
Total
Estimated
Fair Value
Average interest rate
5.2%
6.5%
5.9%
6.3%
5.7%
$ 35.9
$ 93.0
$ 119.1
$ 156.6
$ 104.8
$
0.4
$
0.4
$ 142.4
$
0.5
$
0.5
$
$
525.9
$ 1,035.3
$ 1,065.6
6.7%
6.4%
5.4%
11.7
$ 155.9
$
155.9
2.3%
2.3%
3.3%
2.3%
2.3%
0.5%
3.0%
3.0%
We are exposed to foreign currency risk against our functional currency, the US dollar, on our five Canadian properties.
We financed the acquisition of four of our 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 four of 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 these four 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 the four 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 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 four 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
four 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 settle at the end of each month
from February to December 2012 and lock in an exchange rate of $1.00 CAD per U.S. dollar on approximately $500
thousand monthly CAD denominated cash flows.
See Note 14 to the consolidated financial statements in this Annual Report on Form 10-K for additional information
on our derivative financial instruments and hedging activities.
57
Item 8. Financial Statements and Supplementary Data
Entertainment Properties Trust
Contents
Report of Independent Registered Public Accounting Firm...............................................................................
59
Audited Financial Statements
Consolidated Balance Sheets..............................................................................................................................
Consolidated Statements of Income ...................................................................................................................
Consolidated Statements of Changes in Equity..................................................................................................
Consolidated Statements of Comprehensive Income .........................................................................................
Consolidated Statements of Cash Flows.............................................................................................................
Notes to Consolidated Financial Statements ......................................................................................................
60
61
62
64
65
67
Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts..............................................................................................
Schedule III - Real Estate and Accumulated Depreciation.................................................................................
115
116
58
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders
Entertainment Properties Trust:
We have audited the accompanying consolidated balance sheets of Entertainment Properties Trust and subsidiaries
(the Company) as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in
equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2011.
In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial
statement schedules II and III. These consolidated financial statements and financial statement schedules are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Entertainment Properties Trust and subsidiaries of December 31, 2011 and 2010, and the results of their
operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity
with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011, based
on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), and our report dated February 24, 2012 expressed an unqualified opinion on
the effectiveness of the Company’s internal control over financial reporting.
Kansas City, Missouri
February 24, 2012
59
ENTERTAINMENT PROPERTIES TRUST
Consolidated Balance Sheets
(Dollars in thousands except share data)
Assets
Rental properties, net of accumulated depreciation of $335,116 and $296,784 at
December 31, 2011 and 2010, respectively
Rental properties held for sale, net
Land held for development
Property under development
Mortgage notes and related accrued interest receivable, net
Investment in a direct financing lease, net
Investment in joint ventures
Cash and cash equivalents
Restricted cash
Intangible assets, net
Deferred financing costs, net
Accounts receivable, net
Notes and related accrued interest receivable, net
Other assets
Total assets
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities
Common dividends payable
Preferred dividends payable
Unearned rents and interest
Long-term debt
Total liabilities
Equity:
Common Shares, $.01 par value; 75,000,000 shares authorized; and 48,062,593 and
47,769,422 shares issued at December 31, 2011 and 2010, respectively
Preferred Shares, $.01 par value; 25,000,000 shares authorized:
0 and 3,200,000 Series B shares issued at December 31, 2011 and 2010;
liquidation preference of $80,000,000
5,400,000 Series C convertible shares issued at December 31, 2011 and 2010;
liquidation preference of $135,000,000
4,600,000 Series D shares issued at December 31, 2011 and 2010; liquidation
preference of $115,000,000
3,450,000 Series E convertible shares issued at December 31, 2011 and 2010;
liquidation preference of $86,250,000
Additional paid-in-capital
Treasury shares at cost: 1,335,879 and 1,226,472 common shares at December 31,
2011 and 2010, respectively
Accumulated other comprehensive income
Distributions in excess of net income
Entertainment Properties Trust shareholders’ equity
Noncontrolling interests
Equity
Total liabilties and equity
See accompanying notes to consolidated financial statements.
60
December 31,
2011
2010
$
$
$
1,819,176
4,696
184,457
22,761
325,097
233,619
25,053
14,625
19,312
4,485
18,527
35,005
5,015
22,167
2,733,995
36,036
32,709
6,002
6,850
1,154,295
1,235,892
2,020,191
6,432
184,457
5,967
305,404
226,433
22,010
11,776
16,279
35,644
20,371
39,814
5,127
23,515
2,923,420
56,488
30,253
7,551
6,691
1,191,179
1,292,162
480
477
—
54
46
32
54
46
35
1,719,066
(44,834)
23,463
(228,261)
1,470,049
28,054
1,498,103
2,733,995
$
$
35
1,785,371
(39,762)
38,842
(181,856)
1,603,239
28,019
1,631,258
2,923,420
$
$
$
$
$
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Dollars in thousands except per share data)
Year Ended December 31,
2011
2010
2009
Rental revenue
Tenant reimbursements
Other income
Mortgage and other financing income
Total revenue
Property operating expense
Other expense
General and administrative expense
Costs associated with loan refinancing or payoff, net
Interest expense, net
Transaction costs
Provision for loan losses
Impairment charges
Depreciation and amortization
Income before equity in income from joint ventures and
discontinued operations
Equity in income from joint ventures
Income from continuing operations
Discontinued operations:
Income (loss) from discontinued operations
Impairment charges
Transaction costs
Gain on sale or acquisition of real estate
Net income (loss)
Add: Net loss (income) attributable to noncontrolling interests
Net income attributable to Entertainment Properties
Trust
Preferred dividend requirements
Series B preferred share redemption costs
Net income (loss) available to common shareholders of
Entertainment Properties Trust
Per share data attributable to Entertainment Properties Trust common
shareholders:
Basic earnings per share data:
Income from continuing operations
Income (loss) from discontinued operations
Net income (loss) available to common shareholders
Diluted earnings per share data:
Income from continuing operations
Income (loss) from discontinued operations
Net income (loss) available to common shareholders
Shares used for computation (in thousands):
Basic
Diluted
See accompanying notes to consolidated financial statements.
61
$
$
$
$
$
$
$
$
$
226,031
17,965
1,783
55,880
301,659
23,547
3,999
20,173
5,773
71,679
1,730
—
27,115
47,927
99,716
2,847
102,563
2,099
(8,941)
—
19,545
115,266
(38)
115,228
(28,140)
(2,769)
$
$
219,949
17,100
536
52,258
289,843
24,684
1,106
18,225
11,383
72,311
517
700
463
45,359
115,095
2,138
117,233
(5,195)
—
(7,270)
8,287
113,055
1,819
114,874
(30,206)
—
193,016
15,438
2,833
44,999
256,286
21,932
2,185
15,133
117
65,531
3,321
70,954
2,083
41,401
33,629
895
34,524
(6,354)
(40,076)
—
—
(11,906)
19,913
8,007
(30,206)
—
84,319
$
84,668
$
(22,199)
1.54
0.27
1.81
1.53
0.27
1.80
$
$
$
$
1.92
(0.05)
1.87
1.91
(0.05)
1.86
$
$
$
$
0.12
(0.73)
(0.61)
0.12
(0.73)
(0.61)
46,640
46,901
45,206
45,555
36,122
36,235
Balance at December 31, 2008
Restricted share units issued to Trustees
Issuance of nonvested shares, including nonvested
shares issued for the payment of bonuses
Cancellation of 5,411 employee nonvested shares
Amortization of nonvested shares
Share option expense
Foreign currency translation adjustment
Change in unrealized gain/loss on derivatives
Net income (loss)
Purchase of 40,565 common shares for treasury
Issuances of common shares, net of costs of $727
Stock option exercises, net
Dividends to common and preferred shareholders
Distributions paid to noncontrolling interests
Balance at December 31, 2009
Restricted share units issued to Trustees
Issuance of nonvested shares, including nonvested
shares issued for the payment of bonuses
Cancellation of 355 employee nonvested shares
Amortization of nonvested shares
Share option expense
Foreign currency translation adjustment
Change in unrealized gain/loss on derivatives
Loss reclassified from accumulated other
comprehensive income into earnings from
termination of derivatives
Non-cash payment received on shareholder loans of
86,056 common shares
Payment received on shareholder loan
Net income (loss)
Purchase of 61,869 common shares for treasury
Issuances of common shares, net of costs of $6,623
Stock option exercises, net
Dividends to common and preferred shareholders
Contributions from noncontrolling interests
Impact of litigation settlement including option
granted on Concord land
Balance at December 31, 2010
Continued on next page.
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Changes in Equity
Years Ended December 31, 2011, 2010 and 2009
(Dollars in thousands)
Entertainment Properties Trust Shareholders’ Equity
Common Stock
Preferred Stock
Shares
33,734,181
20,508
Par
$ 337
—
Shares
16,650,000
—
Par
$ 167
—
Additional
paid-in
capital
Treasury
shares
Loans to
shareholders
$ 1,339,798
390
$ (26,357)
—
$
218,797
2
—
—
2,413
—
—
—
—
—
—
—
—
9,793,263
100,928
—
—
43,867,677
10,506
116,128
—
—
—
—
—
—
—
—
—
—
3,606,368
168,743
—
—
—
—
—
—
—
—
—
—
98
1
—
—
$ 438
—
—
—
—
—
—
—
—
—
—
—
—
16,650,000
—
—
—
—
—
—
—
—
—
—
—
—
$ 167
—
180
3,257
679
—
—
—
—
284,975
1,424
—
—
$ 1,633,116
473
(180)
—
—
—
—
—
(1,201)
—
(2,230)
—
—
$ (29,968)
—
$
1
—
—
—
—
—
—
—
—
—
—
36
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,295
8
3,590
674
—
—
—
—
—
—
—
141,206
3,526
—
—
—
(8)
—
—
—
—
—
(3,261)
—
—
(2,182)
—
(4,343)
—
—
1,483
—
47,769,422
$ 477
16,650,000
$ 167
$ 1,785,371
$ (39,762)
$
62
Accumulated
other
comprehensive
income (loss)
$
(6,169)
—
Distributions
in excess of
net income
Noncontrolling
Interests
Total
$
(28,417)
—
$
15,217
—
$ 1,292,651
390
$
—
—
—
—
34,325
(9,195)
—
—
—
—
—
—
18,961
—
—
—
—
—
19,070
(7,864)
8,675
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,007
—
—
—
(127,517)
—
(147,927)
—
$
$
—
—
—
—
—
—
—
—
—
114,874
—
—
—
(148,803)
—
—
2,415
—
—
—
—
—
(19,913)
—
—
—
—
(209)
(4,905)
—
—
3,257
679
34,325
(9,195)
(11,906)
(1,201)
285,073
(805)
(127,517)
(209)
$ 1,467,957
473
—
—
—
—
—
—
—
—
—
(1,819)
—
—
—
—
10
1,296
—
3,590
674
19,070
(7,864)
8,675
(1,617)
281
113,055
(2,182)
141,242
(815)
(148,803)
10
—
34,733
36,216
$
38,842
$
(181,856)
$
28,019
$ 1,631,258
(1,925)
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,925)
—
—
—
—
—
—
—
—
1,644
281
—
—
—
—
—
—
—
—
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Changes in Equity
Years Ended December 31, 2011, 2010 and 2009
(Dollars in thousands) (continued)
Entertainment Properties Trust Shareholders’ Equity
Common Stock
Preferred Stock
Additional
paid-in
Shares
Par
Shares
Par
capital
Treasury
shares
Loans to
shareholders
Accumulated
other
comprehensive
income (loss)
Distributions
in excess of
net income
Noncontrolling
Interests
Total
Continued from previous page.
Balance at December 31, 2010
Restricted share units issued to Trustees
Issuance of nonvested shares, including nonvested
shares issued for the payment of bonuses
Amortization of nonvested shares
Share option expense
Foreign currency translation adjustment
Foreign currency translation gain reclassified from
accumulated other comprehensive income into
earnings from the substantial liquidation of foreign
net assets
Change in unrealized gain/loss on derivatives
Loss reclassified from accumulated other
comprehensive income into earnings from
termination of derivatives
Net income
Purchase of 66,368 common shares for treasury
Issuances of common shares
Redemption of Series B preferred shares
Stock option exercises, net
Dividends to common and preferred shareholders
Purchase of subsidiary shares from noncontrolling
interest
47,769,422
10,519
$ 477
—
16,650,000
—
$ 167
—
$ 1,785,371
502
$ (39,762)
—
$
137,020
—
—
—
—
—
—
—
—
10,436
—
135,196
—
—
1
—
—
—
—
—
—
—
—
1
—
1
—
—
—
—
—
—
—
—
—
—
—
—
(3,200,000)
—
—
—
—
—
—
—
—
—
—
—
—
(32)
—
—
1,967
4,239
778
—
—
—
—
—
—
471
(77,229)
2,967
—
—
—
—
—
—
—
—
—
(3,070)
—
—
(2,002)
—
—
—
—
—
Balance at December 31, 2011
48,062,593
$ 480
13,450,000
$ 135
$ 1,719,066
$ (44,834)
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
38,842
—
$
(181,856)
—
$
28,019
—
$ 1,631,258
502
—
—
—
1,651
(23,236)
1,620
4,586
—
—
—
—
—
—
—
—
—
—
—
—
—
—
115,228
—
—
(2,769)
—
(158,864)
—
—
—
—
—
—
—
38
—
—
—
—
—
1,968
4,239
778
1,651
(23,236)
1,620
4,586
115,266
(3,070)
472
(80,030)
966
(158,864)
—
(3)
(3)
$
23,463
$
(228,261)
$
28,054
$ 1,498,103
See accompanying notes to consolidated financial statements.
63
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Year Ended December 31,
2011
2010
2009
$
115,266
$
113,055
$
(11,906)
1,651
1,620
118,537
19,070
(7,864)
124,261
34,325
(9,195)
13,224
19,913
33,137
Net income (loss)
Other comprehensive income (loss):
Foreign currency translation adjustment
Change in unrealized gain (loss) on derivatives
Comprehensive income
Comprehensive loss (income) attributable to the noncontrolling
interests
Comprehensive income attributable to Entertainment Properties Trust
$
(38)
118,499
$
1,819
126,080
$
See accompanying notes to consolidated financial statements.
64
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Cash Flows
(Dollars in thousands)
2011
Year Ended December 31,
2010
2009
$
115,266
$
113,055
$
(11,906)
Operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Provision for loan losses
Non-cash impairment charges
Loss (income) from discontinued operations
Costs associated with loan refinancing or payoff, net (non-cash portion)
Equity in income from joint ventures
Distributions from joint ventures
Depreciation and amortization
Amortization of deferred financing costs
Share-based compensation expense to management and trustees
Increase in restricted cash
Increase in mortgage notes accrued interest receivable
Decrease (increase) in accounts receivable, net
Decrease in notes receivable and accrued interest receivable
Increase in direct financing lease receivable
Increase in other assets
Increase (decrease) in accounts payable and accrued liabilities
Increase (decrease) in unearned rents
Net operating cash provided by continuing operations
Net operating cash provided by discontinued operations
Net cash provided by operating activities
Investing activities:
Acquisition of rental properties and other assets
Proceeds from sale of real estate
Investment in unconsolidated joint ventures
Cash paid related to Cappelli settlement
Investment in mortgage notes receivable
Proceeds from mortgage note receivable paydown
Investment in promissory notes receivable
Proceeds from promissory note receivable paydown
Investment in a direct financing lease, net
Additions to properties under development
Net cash used by investing activities of continuing operations
Net cash used by other investing activities of discontinued operations
Net proceeds from sale of real estate from discontinued operations
Net cash provided (used) by investing activities
Financing activities:
Proceeds from long-term debt facilities
Principal payments on long-term debt
Deferred financing fees paid
Net proceeds from issuance of common shares
Redemption of preferred shares
Impact of stock option exercises, net
Proceeds from payment on shareholder loan
Purchase of common shares for treasury
Contributions (distributions) paid from (to) noncontrolling interests
Dividends paid to shareholders
Net cash provided (used) by financing activities of continuing operations
Net cash used by financing activities of discontinued operations
Net cash provided (used) by financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Supplemental information continued on next page.
$
65
—
27,115
(12,703)
1,759
(2,847)
2,848
47,927
3,807
5,610
(652)
(5)
606
112
(5,073)
(591)
4,043
66
187,288
8,511
195,799
(53,175)
1,700
(3,970)
—
(19,688)
—
—
—
(2,113)
(57,926)
(135,172)
(58)
224,912
89,682
387,000
(425,859)
(3,731)
253
(80,030)
966
—
(3,070)
—
(157,844)
(282,315)
—
(282,315)
(317)
2,849
11,776
14,625
$
700
463
4,178
3,067
(2,138)
2,482
45,359
4,408
4,710
(1,961)
(828)
(5,547)
53
(4,750)
(3,084)
11,859
(465)
171,561
8,830
180,391
(131,057)
—
(16,691)
(4,586)
(5,696)
—
—
—
(51,833)
(4,934)
(214,797)
(112,977)
7,456
(320,318)
770,225
(616,494)
(11,609)
141,134
—
(815)
281
(2,182)
10
(146,324)
134,226
(6,271)
127,955
610
(11,362)
23,138
11,776
$
70,954
2,083
46,430
117
(895)
986
41,401
3,663
4,307
(148)
(1,324)
1,243
530
(3,762)
(3,354)
(1,353)
(1,339)
147,633
1,184
148,817
(135,112)
—
(1,677)
—
(35,945)
3,512
(4,108)
1,000
—
(19,672)
(192,002)
—
—
(192,002)
132,006
(266,423)
(5,017)
284,965
—
(805)
—
(1,201)
(209)
(126,907)
16,409
(751)
15,658
583
(26,944)
50,082
23,138
Continued from previous page.
ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Cash Flows
(Dollars in thousands)
Supplemental schedule of non-cash activity:
Transfer of property under development to rental property
Acquisiton of real estate in exchange for assumption of debt at fair value
Issuance of nonvested shares and restricted share units at fair value,
including nonvested shares issued for payment of bonuses
Receipt of 86,056 common shares in payment of shareholder loans
Supplemental disclosure of cash flow information:
Cash paid during the year for interest
Cash paid (received) during the year for income taxes
$
$
$
$
$
$
See accompanying notes to consolidated financial statements.
2011
Year Ended December 31,
2010
2009
41,087
4,109
6,785
—
69,368
40
$
$
$
$
$
$
7,005
—
4,718
3,261
63,096
469
$
$
$
$
$
$
38,990
—
4,368
—
70,124
(383)
66
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
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, metropolitan ski areas and other destination recreational and specialty
properties. The Company’s properties are located in the United States and Canada.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Entertainment Properties Trust and its subsidiaries, all
of which are wholly-owned except for those subsidiaries discussed below.
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 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.
As further explained in Note 10, the Company owns 96% of the membership interests of VinREIT, LLC (VinREIT). Net
income attributable to noncontrolling interest related to VinREIT was $38 thousand, $86 thousand and $231 thousand
for the years ended December 31, 2011, 2010 and 2009, respectively, representing the noncontrolling interest’s portion
of the annual cash flow. Total noncontrolling interest in VinREIT included in the accompanying consolidated balance
sheets was $269 thousand and $231 thousand at December 31, 2011 and 2010, respectively.
As further described in Note 8, on June 18, 2010, the Company entered into a series of agreements with Louis Cappelli
(Mr. Cappelli) and several of his affiliates regarding the settlement of all pending litigation and a restructuring of the
Company’s investments with Mr. Cappelli and his affiliates. Among other things, as a part of the settlement, the Company
now owns 100% of the New Rochelle, New York entertainment retail center (New Roc), and no longer has any ownership
interest in the City Center entertainment retail center in White Plains, New York (City Center.)
Prior to June 18, 2010, New Roc was owned 71.4% by the Company. There was no net income attributable to
noncontrolling interest related to New Roc for the years ended December 31, 2010 and 2009.
67
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Prior to June 18, 2010, the Company had a 66.67% voting interest in LC White Plains Retail LLC, LC White Plains
Recreation LLC and Cappelli Group LLC (together the White Plains LLCs), which owned City Center. Each of these
entities was formerly a VIE and the Company was deemed the primary beneficiary. Net loss attributable to noncontrolling
interest related to the White Plains LLCs was $1.9 million and $20.1 million, respectively, for the years ended
December 31, 2010 and 2009. The operating results of this property have been reclassified into discontinued operations
in the accompanying consolidated statements of income for the years ended December 31, 2010 and 2009. See Note
22 for further details.
Use of Estimates
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in
conformity with accounting principles generally accepted in the United States of America. Actual results could differ
from those estimates.
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 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 as of the end of 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.
Accounting for Acquisitions
Upon acquisitions of real estate properties, the Company records the fair value of acquired tangible assets (consisting
of land, building, tenant improvements, and furniture, fixtures and equipment) and identified intangible assets and
liabilities (consisting of above and below market leases, in-place leases, tenant relationships and assumed financing
that is determined to be above or below market terms) as well as any noncontrolling interest in accordance with FASB
ASC Topic 805 on Business Combinations (“Topic 805”). In addition, in accordance with Topic 805, acquisition-related
costs in connection with business combinations are expensed as incurred, rather than capitalized. Costs related to such
transactions, as well as costs associated with terminated transactions, are included in the accompanying Consolidated
Statements of Income as transaction costs. Transaction costs totaled $1.7 million, $7.8 million (including $7.3 million
in discontinued operations) and $3.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.
Most of the Company’s rental property acquisitions do not involve in-place leases. In such cases, the fair value of the
tangible assets is determined based on recent independent appraisals and management judgment. Because the Company
typically executes these leases simultaneously with the purchase of the real estate, no value is ascribed to in-place leases
in these transactions.
68
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
For rental property acquisitions involving in-place leases, the fair value of the tangible assets is determined by valuing
the property as if it were vacant based on management’s determination of the relative fair values of the assets.
Management determines the “as if vacant” fair value of a property using recent independent appraisals or methods
similar to those used by independent appraisers. The aggregate value of intangible assets or liabilities is measured based
on the difference between the stated price plus capitalized costs and the property as if vacant.
In determining the fair value of acquired in-place leases, the Company considers many factors. On a lease-by-lease
basis, management considers the present value of the difference between the contractual amounts to be paid pursuant
to the leases and management’s estimate of fair market lease rates. For above market leases, management considers
such differences over the remaining non-cancelable lease terms and for below market leases, management considers
such differences over the remaining initial lease terms plus any fixed rate renewal periods. The capitalized above-
market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the
respective leases. The capitalized below market lease values are amortized as an increase to rental income over the
remaining initial lease terms plus any fixed rate renewal periods. Management considers several factors in determining
the discount rate used in the present value calculations, including the credit risks associated with the respective tenants.
If debt is assumed in the acquisition, the determination of whether it is above or below market is based upon a comparison
of similar financing terms for similar rental properties at the time of the acquisition.
The fair value of acquired in-place leases also includes management’s estimate, on a lease-by-lease basis, of the present
value of the following amounts: (i) the value associated with avoiding the cost of originating the acquired in-place
leases (i.e. the market cost to execute the leases, including leasing commissions, legal and other related costs); (ii) the
value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the
assumed re-leasing period, (i.e. real estate taxes, insurance and other operating expenses); (iii) the value associated
with lost rental revenue from existing leases during the assumed re-leasing period; and (iv) the value associated with
avoided tenant improvement costs or other inducements to secure a tenant lease. These values are amortized over the
remaining initial lease term of the respective leases.
The Company also determines the value, if any, associated with customer relationships considering factors such as the
nature and extent of the Company’s existing business relationship with the tenants, growth prospects for developing
new business with the tenants and expectation of lease renewals. The value of customer relationship intangibles is
amortized over the remaining initial lease terms plus any renewal periods.
Management of the Company reviews the carrying value of intangible assets for impairment on an annual basis.
Intangible assets consist of the following at December 31 (in thousands):
In-place leases, net of accumulated amortization of $9.6 million and $11.3
million, respectively
Above market leases, net of accumulated amortization of $0.2 million at
December 31, 2010
Goodwill
Total intangible assets, net
2011
2010
$
$
3,792
$
29,651
—
693
4,485
$
5,300
693
35,644
In-place leases, net at December 31, 2011 of approximately $3.8 million, relate to four entertainment retail centers in
Ontario, Canada that were purchased on March 1, 2004 and one entertainment retail center in Burbank, California that
was purchased on March 31, 2005. In-place leases, net at December 31, 2010 of approximately $29.7 million, relate
to the above referenced properties as well as an entertainment retail center in Ontario, Canada that was purchased on
March 4, 2010 and subsequently sold on March 29, 2011. Above market leases, net at December 31, 2010 also related
to this sold entertainment retail center. See Note 22 for further details related to discontinued operations. Goodwill at
December 31, 2011 and 2010 relates solely to the acquisition of New Roc that was acquired on October 27, 2003.
Amortization expense related to in-place leases is computed using the straight-line method and was $1.3 million, $1.2
million and $1.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. The weighted average
life for these in-place leases at December 31, 2011 is 3.5 years. Amortization expense related to above market leases
is computed using the straight-line method and was $20 thousand and $200 thousand, respectively, for the years ended
69
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
December 31, 2011 and 2010 and is included in discontinued operations. There was no amortization expense related
to above market leases for the year ended December 31, 2009.
Future amortization of in-place leases, net at December 31, 2011 is as follows (in thousands):
Year:
2012
2013
2014
2015
2016
Thereafter
Total
Amount
1,220
1,219
644
528
165
16
3,792
$
$
Deferred Financing Costs
Deferred financing costs are amortized over the terms of the related long-term debt obligations or mortgage note
receivable as applicable.
Capitalized Development Costs
The Company capitalizes certain costs that relate to property under development including interest and a portion of
internal legal personnel costs.
Operating Segment
The Company aggregates the financial information of all its investments into one reportable segment because the
investments all have similar economic characteristics and because the Company does not internally report and is not
internally organized by investment or transaction type.
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
$1.6 million, $1.7 million and $1.4 million for the years ended December 31, 2011, 2010 and 2009, respectively.
Mortgage and other financing income included participating interest income of $0.5 million for the year ended December
31, 2011. No participating interest income was recognized for the years ended December 31, 2010 and 2009. 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 year ended December 31,
2011 of which $1.0 million has been classified within discontinued operations. See Note 22 for further details. No
termination fees were recognized during the years ended December 31, 2010 and 2009.
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
70
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
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.
Allowance for Doubtful Accounts
Accounts receivable is reduced by an allowance for amounts that may become uncollectible in the future. The Company’s
accounts receivable balance is comprised primarily of rents and operating cost recoveries due from tenants as well as
accrued rental rate increases to be received over the life of the existing leases. The Company regularly evaluates the
adequacy of its allowance for doubtful accounts. The evaluation primarily consists of reviewing past due account
balances and considering such factors as the credit quality of the Company’s tenants, historical trends of the tenant and/
or other debtor, current economic conditions and changes in customer payment terms. Additionally, with respect to
tenants in bankruptcy, the Company estimates the expected recovery through bankruptcy claims and increases the
allowance for amounts deemed uncollectible. If the Company’s assumptions regarding the collectiblity of accounts
receivable prove incorrect, the Company could experience write-offs of the accounts receivable or accrued straight-
line rents receivable in excess of its allowance for doubtful accounts. The allowance for doubtful accounts was $5.2
million and $6.7 million at December 31, 2011 and 2010.
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 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.
Income Taxes
The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code (the
Code). A REIT which distributes at least 90% of its taxable income to its shareholders each year and which meets
certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. The
Company intends to continue to qualify as a REIT and distribute substantially all of its taxable income to its shareholders.
In 2004 and 2010, the Company acquired certain real estate operations that are subject to income tax in Canada. During
2011, the Company sold one of the properties that was subject to income tax in Canada. Also, the Company has certain
taxable REIT subsidiaries, as permitted under the Code, through which it conducts certain business activities. The
taxable REIT subsidiaries are subject to federal and state income taxes on their net taxable income. Temporary differences
between income for financial reporting purposes and taxable income for the Canadian operations and the taxable REIT
subsidiaries relate primarily to depreciation, amortization of deferred financing costs and straight line rents. As of
December 31, 2011 and 2010, respectively, the Canadian operations and the taxable REIT subsidiaries had deferred
tax assets totaling approximately $17.5 million and $33.8 million and deferred tax liabilities totaling approximately
$4.1 million and $21.7 million. As there is no assurance that the Canadian operations and the taxable REIT subsidiaries
will generate taxable income in the future beyond the reversal of temporary taxable differences, the deferred tax assets
have been offset by a valuation allowance such that there is no net deferred tax asset at December 31, 2011 and 2010.
Furthermore, the Company qualified as a REIT and distributed the necessary amount of taxable income such that no
federal income taxes were due for the years ended December 31, 2011, 2010 and 2009. Accordingly, no provision for
federal income taxes was recorded for any of those years. If the Company fails to qualify as a REIT in any taxable year,
71
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax)
and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation
as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and
excise taxes on its undistributed taxable income.
The Company’s policy is to recognize estimated interest and penalties as general and administrative expense. The
Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals
for tax liabilities are adequate for all open years (after 2008 for federal and state and after 2006 for Canada) based on
an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each
matter.
Concentrations of Risk
American Multi-Cinema, Inc. (AMC) is the lessee of a substantial portion (35%) of the megaplex theatre rental properties
held by the Company (including joint venture properties) at December 31, 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 $105.3 million or 35%, $106.4 million or 37%, and $103.7 million or 40% for the years ended
December 31, 2011, 2010 and 2009, 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 a net loss of $82.7
million for the thirty-nine weeks ended December 31, 2011. AMCE has publicly held debt and the foregoing financial
information was reported in its consolidated financial information which is publicly available.
For the years ended December 31, 2011, 2010 and 2009, approximately $42.3 million or 14%, and $40.8 million or
14%, and $35.9 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 3, 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 $144.6 million or 10% of the Company's net
assets as of December 31, 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.
Cash Equivalents
Cash equivalents include bank demand deposits and shares of highly liquid institutional money market mutual funds
for which cost approximates market value.
Restricted Cash
Restricted cash represents cash held for a borrower’s debt service reserve for mortgage notes receivable, deposits
required in connection with debt service, payment of real estate taxes and capital improvements, and escrow balances
required in connection with the sale of Toronto Dundas Square.
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.
72
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
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
$5.6 million, $4.7 million and $4.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.
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 years ended December 31,
2011, 2010 and 2009 was $777 thousand, $674 thousand and $679 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%, 2.6% to 3.1% and 2.6% to 2.8% in 2011, 2010 and 2009, respectively, dividend yield of 6.4% in 2011 and 6.5%
to 6.6% in both 2010 and 2009, volatility factors in the expected market price of the Company’s common shares of
39.8%, 39.5% to 39.6% and 31.4% to 37.5% in 2011, 2010 and 2009, 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 all nonvested shares was $4.2 million, $3.6 million and $3.3 million for the years ended December 31, 2011, 2010
and 2009, respectively.
Shares Issued to Non-Employee Trustees
Prior to 2009, the Company issued shares to non-employee Trustees for payment of their annual retainers. These shares
vested immediately but could not be sold for a period of one year from the grant date. 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 shares issued to non-employee Trustees was $111 thousand for the year ended December 31, 2009.
Restricted Share Units Issued to Non-Employee Trustees
In 2009, the Company began issuing 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 shares issued to non-employee Trustees was $493
thousand, $445 thousand and $260 thousand for the years ended December 31, 2011, 2010 and 2009, respectively.
Foreign Currency Translation
The Company accounts for the operations of its Canadian properties and mortgage note in Canadian dollars. The assets
and liabilities related to the Company’s Canadian properties and mortgage note are translated into U.S. dollars at current
exchange rates; revenues and expenses are translated at average exchange rates. Resulting translation adjustments are
recorded as a separate component of comprehensive income.
73
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
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.
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 December 31, 2011and 2010 (in
thousands):
Buildings and improvements
Furniture, fixtures & equipment
Land
Accumulated depreciation
Total
2011
1,602,676
54,737
496,879
2,154,292
(335,116)
1,819,176
$
$
2010
1,707,180
71,866
537,929
2,316,975
(296,784)
2,020,191
$
$
Depreciation expense on rental properties was $45.0 million, $43.0 million and $39.1 million for the years ended
December 31, 2011, 2010 and 2009, respectively.
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 year ended December 31, 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 22 for further
details). During the third and fourth quarters of 2011, approximately $13.1 million CAD was paid from reserves leaving
an outstanding balance of $2.2 million CAD at December 31, 2011. During the fourth quarter of 2011, the Company
74
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
recorded an additional gain on sale or acquisition of real estate of $1.2 million U.S. related to the settlement of certain
reserves. As of December 31, 2011, the Company's consolidated balance sheet includes $2.9 million CAD of assets
and $5.6 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.
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. While
this sale agreement was not ultimately executed, the Company still expects this property will be sold within a year and
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 22 for further details.
During the three months ended June 30, 2011, the Company engaged outside brokers to list all of 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 22 for further details.
5. Accounts Receivable, Net
The following table summarizes the carrying amounts of accounts receivable, net as of December 31, 2011 and 2010
(in thousands):
Receivable from tenants
Receivable from non-tenants
Receivable from Canada Revenue Agency
Straight-line rent receivable
Deferred rent receivable (1)
Allowance for doubtful accounts
Total
December 31,
2011
December 31,
2010
$
$
6,874
1,265
1,099
26,499
4,420
(5,152)
35,005
$
$
11,634
155
3,293
27,003
4,420
(6,691)
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 December 31, 2011 and 2010. Rent deferral payments are due
on or before December 31, 2018 and bear interest at 8.7%.
75
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
6. Investment in Mortgage Notes
Investment in mortgage notes, including related accrued interest receivable, at December 31, 2011 and 2010 consists
of the following (in thousands):
(1) Mortgage note, 10.00%, due April 1, 2012
(2) Mortgage note and related accrued interest receivable,
9.00%, due May 31, 2012
(3) Mortgage notes, 7.00% and 10.00%, due May 1, 2019
(4) Mortgage note, 9.82%, due March 10, 2027
(5) Mortgage notes, 10.46%, due April 3, 2027
(6) Mortgage note, 9.68%, due October 30, 2027
2011
2010
$
33,677
$
33,677
1,303
178,384
8,000
62,500
41,233
—
168,994
8,000
62,500
32,233
Total mortgage notes and related accrued interest
receivable
$
325,097
$
305,404
(1) On April 4, 2007, a wholly-owned subsidiary of the Company entered into a secured first mortgage loan agreement
for $25.0 million with Peak Resorts, Inc. (Peak) for the further development of Mount Snow. The loan is secured by
approximately 696 acres of development land. On April 2, 2010, the mortgage loan agreement with Peak matured. The
Company entered into a modification agreement with Peak and per the terms of this agreement, the maturity date of
the loan was extended to April 1, 2012 with a one year extension option subject to approval by the Company, and the
principal was increased to $41.0 million. The carrying value of this mortgage note receivable at December 31, 2011
was $33.7 million. Peak is required to fund a debt service reserve for off-season interest and lease payments (those due
from April to December). The reserve is to be funded by equal monthly installments during the months of January,
February and March. Monthly interest payments are transferred to the Company from this debt service reserve.
(2) On December 15, 2011, a wholly-owned subsidiary of the Company entered into a secured first mortgage loan
agreement for $1.5 million with Starshine Charter Holdings, LLC . The loan is secured by approximately three acres
of land and improvements which is expected to be developed into a public charter school. This note bears interest at
9.00%, requires monthly interest payments and matures on May 31, 2012. The carrying value of this mortgage note
receivable at December 31, 2011 was $1.3 million, including related accrued interest receivable of $6 thousand.
(3) The Company’s mortgage loans are secured by one water-park and adjacent land in Kansas City, Kansas as well
as two other water-parks located in New Braunfels and South Padre Island, Texas, owned and operated by the entities
controlled by the principals of SVVI, LLC and an affiliate of SVVI, LLC (together SVVI), the borrowers under these
agreements. The mortgage note on the property in Kansas City, Kansas and the mortgage note on the Texas properties
have cross-default and cross-collateral provisions. Pursuant to the mortgage on the Texas properties, only a seasonal
line of credit secured by the Texas parks totaling not more than $7.0 million at any time ranks superior to the Company’s
collateral position. The Company advanced $9.4 million and $5.7 million during the years ended December 31, 2011
and 2010, respectively, under these agreements. SVVI is required to fund a debt service reserve for off-season interest
payments (those due from September to May). The reserve is to be funded by equal monthly installments during the
months of June, July and August. The mortgage loan agreements also contain certain participating interest and note
pay-down provisions that may increase the return on the Company’s invested capital from 7% to as high as 10%. During
the year ended December 31, 2011, the Company recognized $451 thousand of participating interest income. No
participating interest income was recognized during the years ended December 31, 2010 and 2009. During the year
ended December 31, 2010, the Company amended its secured mortgage loan agreements with SVVI to provide for
additional advances of $15.0 million for additional improvements made or to be made to the Kansas City, Kansas water-
park and the New Braunfels, Texas water-park. This increases the total commitment for this mortgage to $178.5 million
at December 31, 2011. The carrying value of these mortgage notes receivable at December 31, 2011 was $178.4 million
with no accrued interest receivable. SVV I, LLC is a VIE, but it was determined that the Company was not the primary
beneficiary of this VIE. The Company’s maximum exposure to loss associated with SVVI, LLC is limited to the
Company’s outstanding mortgage note and related accrued interest receivable.
76
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
(4) On March 10, 2006, a wholly-owned subsidiary of the Company provided a secured mortgage loan of $8.0 million
to SNH Development, Inc. The secured property is the Crotched Mountain Ski Resort located in Bennington, New
Hampshire. The property serves the Boston and Southern New Hampshire markets and has approximately 308 acres.
This loan is guaranteed by Peak, which operates the property. Peak is required to fund a debt service reserve for off-
season interest and lease payments (those due from April to December). The reserve is to be funded by equal monthly
installments during the months of January, February and March. Monthly interest payments are transferred to the
Company from this debt service reserve. Annually, this interest rate increases based on a formula dependent in part on
increases in the CPI.
(5) On April 4, 2007, a wholly-owned subsidiary of the Company entered into two secured first mortgage loan
agreements totaling $73.5 million with Peak of which $62.5 million has been advanced as of December 31, 2011. The
loans are secured by two ski resorts located in Vermont and New Hampshire. Mount Snow is approximately 2,378 acres
and is located in both West Dover and Wilmington, Vermont. Mount Attitash is approximately 1,250 acres and is located
in Bartlett, New Hampshire. Peak is required to fund a debt service reserve for off-season interest and lease payments
(those due from April to December). The reserve is to be funded by equal monthly installments during the months of
January, February and March. Monthly interest payments are transferred to the Company from this debt service reserve.
Annually, this interest rate increases based on a formula dependent in part on increases in the CPI.
(6) On October 30, 2007, a wholly-owned subsidiary of the Company entered into a secured first mortgage loan
agreement for $31.0 million with Peak, which was subsequently amended to $50.0 million. The Company advanced
$9.0 million during the year ended December 31, 2011 under this agreement. The loan is secured by seven ski resorts
located in Missouri, Indiana, Ohio and Pennsylvania with a total of approximately 1,431 acres. Peak is required to fund
a debt service reserve for off-season interest and lease payments (those due from April to December). The reserve is
to be funded by equal monthly installments during the months of January, February and March. Monthly interest
payments are transferred to the Company from this debt service reserve. Annually, this interest rate increases based
on a formula dependent in part on increases in the CPI.
Principal payments and related accrued interest due on mortgage notes receivable subsequent to December 31, 2011
are as follows (in thousands):
Year:
2012
2013
2014
2015
2016
Thereafter
Total
Amount
34,980
—
—
—
—
290,117
325,097
$
$
There was no activity within the allowance for loan losses related to mortgage notes receivable for the year ended
December 31, 2011. The following summarizes the activity within the allowance for loan losses related to mortgage
notes receivable for the year ended December 31, 2010 (in thousands):
Allowance for loan losses at January 1
Provision for loan losses
Charge-offs (1)
Recoveries
Impact of foreign currency translation on ending balance
Allowance for loan losses at December 31
2010
35,776
—
(35,776)
—
—
—
$
$
(1) This amount consists of the allowance for loan losses related to the Company’s mortgage note receivable on Toronto
Dundas Square that was extinguished as a result of the March 4, 2010 purchase as further described in Note 3.
77
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
7. Investment in a Direct Financing Lease
The Company’s investment in a direct financing lease relates to the Company’s master lease of 27 public charter school
properties. Investment in a direct financing lease, 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 investment
in a direct financing lease, net as of December 31, 2011 and 2010 (in thousands):
Total minimum lease payments receivable
Estimated unguaranteed residual value of leased assets
Less deferred income (1)
Investment in a direct financing lease, net
2011
2010
683,653
$
699,069
215,987
(666,021)
233,619
$
213,885
(686,521)
226,433
$
$
(1) Deferred income is net of $1.8 million of initial direct costs at December 31, 2011 and 2010.
Additionally, the Company has determined that no allowance for losses was necessary at December 31, 2011 and 2010.
The Company’s direct financing lease has expiration dates ranging from approximately 20 to 23 years. Future minimum
rentals receivable on this direct financing lease at December 31, 2011 are as follows (in thousands):
Year:
2012
2013
2014
2015
2016
Thereafter
Total
Amount
23,340
24,041
24,762
25,505
26,270
559,735
683,653
$
$
During the year ended December 31, 2011, the Company completed development of three public charter school
properties that are leased to HighMark. At September 30, 2011, these investments totaling $21.0 million were included
in investment in direct financing lease, net, in the consolidated balance sheet. Due to a subsequent lease amendment
reducing the lease term from 25 to 20 years, at December 31, 2011, these investments have been reclassed to rental
properties, net, in the accompanying consolidated balance sheet.
8. Cappelli Litigation and Sullivan County Planned Casino and Resort Development
On December 31, 2009, the Company commenced litigation in Kansas City, Missouri, against Mr. Cappelli and several
of his affiliates seeking payment of amounts due under various loans to them and a declaratory judgment that no further
investments are required to be made by the Company under any prior commitment to Mr. Cappelli or any of his affiliates.
This litigation included claims by the Company seeking payment of amounts due under a mortgage note receivable
(the Concord Mortgage Note) with a carrying value of $131.2 million, net of unearned interest, from Concord Resort,
LLC (Concord Resort), an entity controlled by Mr. Cappelli, related to a planned casino and resort development in
Sullivan County, New York, and other notes receivable. On April 9, 2010, Mr. Cappelli and certain affiliates commenced
separate litigation in Westchester County, New York against the Company seeking declaratory relief, derivative relief
and money damages with respect to the Sullivan County casino project and City Center.
On June 18, 2010, the Company entered into a series of agreements with Mr. Cappelli and several of his affiliates
regarding the settlement of all pending litigation and a restructuring of the Company's investments with Mr. Cappelli
and his affiliates. The significant terms of the agreements are as follows:
78
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Concord Resort transferred its interests in the Concord resort property to one of the Company's wholly owned
subsidiaries in exchange for its release from obligations under the Concord Mortgage Note, subject to, among
other terms: an option granted to Concord Resort to purchase for a two-year period the Company's subsidiary
that is holding the Concord resort property for $143.0 million, plus interest accruing on such sum at the rate
of 6% per annum, a right of first refusal granted to Concord Resort with respect to purchasing the Company's
interest in the Concord resort property applicable for a period of two years running concurrently with the
option described above, certain limitations for a period of time on the Company's ability to own or operate
any casino, racino, racing or gaming facility on the Concord resort property, which is adjacent to the Concord
casino property owned by an affiliate of Mr. Cappelli (the Casino Owner), and certain perpetual limitations
on the ability of the Casino Owner (or its successor) to own or operate a resort facility, golf course or other
operation or facility on the Concord casino property, other than the currently contemplated casino and hotel
project. The Company agreed that, upon the Cappelli affiliate's execution of an agreement for the construction
of the Concord casino on the Concord casino property and execution of a Master Credit Agreement (the MCA)
on or before June 11, 2012, substantially in the form attached to the settlement documents, the Company would
lease or sublease, as applicable, two golf courses that are associated with the Concord resort property to a
Cappelli affiliate on a triple-net basis for an initial term of 10 years, plus fivefive-year extensions at fair market
value rent mutually acceptable to the parties. The Company also agreed that, upon the Cappelli affiliate's
execution of the MCA on or before June 11, 2012, substantially in the form attached to the settlement documents,
the Company would enter into a ground lease (for $1.00 per year), with a right for the Cappelli affiliate to
eventually purchase, a parcel of approximately 51 acres known as the “Racino Parcel” upon completion of
construction of the harness track and relocation of a roadway. The Cappelli affiliate also has the right to ground
lease the parcel (with option to purchase) for a five year period (until June 11, 2017) if the MCA is not signed,
but in that case, rent would be $200,000 per year, payable in advance. In either case, the purchase option
described above would be exercisable for nominal consideration ($1.00), but the lease and the option would
lapse if vertical construction on the Cappelli affiliate's proposed casino had not commenced, or was not being
diligently and continuously pursued to completion on June 18, 2015. Management determined the fair value
of the real estate to be $180.0 million by taking into account an independent appraisal prepared as of the
settlement date. The fair value of the option granted to Concord Resort of $27.8 million was recorded as
noncontrolling interest and a ground lease assumed by the Company was recorded as a capital lease obligation
of $9.2 million, which is equal to the fair value. This lease obligation was subsequently satisfied by the
Company on December 7, 2011. See Note 12 for further details.
The Company transferred to an affiliate of Mr. Cappelli, KBC Concord LLC (KBC Concord), three promissory
notes, in an aggregate principal amount of $30.0 million and for which the Company had previously recorded
a loan loss reserve in the aggregate of $28.0 million, in exchange for an agreement by KBC Concord to pay
the Company up to $15.0 million payable from 50% of the available cash distributed to KBC Concord from
its minority interest in the Concord casino project which was determined by management to have a fair value
of approximately $463 thousand. The Company evaluated the $463 thousand asset related to cash flow rights
in the Concord casino for impairment at December 31, 2010 and determined that it was fully impaired. An
impairment charge was recorded as of December 31, 2010 for this amount.
The Company provided a commitment to acquire a $30.0 million participation (pari passu with the other
lenders) from Union Labor Life Insurance Company (ULLICO) in a loan to be made by ULLICO and other
lenders under a proposed amended and restated master credit agreement to the Concord casino project, which
was conditioned upon, among other things, receipt of a $100.0 million equity investment by a major gaming
operator prior to December 31, 2010. This commitment expired on December 31, 2010.
One of Mr. Cappelli's affiliates, LC New Roc LP, transferred to the Company its partnership interest in New
Roc Associates, L.P. (previously a consolidated joint venture that had a noncontrolling interest with a fair
value of $2.5 million at the date of settlement), which owns New Roc, in exchange for the Company's interest
in LC White Plains Retail LLC and LC White Plains Recreation, LLC (together the White Plains LLCs, each
part of a previously consolidated joint venture), which own City Center, and a promissory note related to City
Center, in the original principal amount of $20.0 million payable by Cappelli Group, LLC to the Company
79
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
(previously eliminated in consolidation). The deconsolidation by the Company of its ownership interest in
City Center resulted in a charge of $7.4 million in conjunction with the settlement primarily related to the
deficit balance in noncontrolling interest. As a result, the Company now holds a 100% interest in New Roc
and has no interest in City Center. As further detailed in Note 22, the results of operations of City Center have
been classified in discontinued operations.
In addition, the Company paid cash at closing of $3.7 million for the interests acquired, the acquisition of
certain equipment and the payment of property obligations. The Company also incurred $1.6 million in closing
costs and other expenses, including transfer taxes, and the parties mutually released and settled all claims,
obligations and liabilities, including all pending litigation.
A reconciliation of the gain on settlement of $4 thousand is as follows (in thousands):
Fair value of Concord resort land received
Carrying value of extinguished mortgage note receivable related to Concord resort
Fair value of option granted for purchase for Concord resort (included in non-controlling
interest)
Capital lease obligation assumed related to Concord resort
Fair value of cash flow rights in Concord casino
Fair value of New Roc non-controlling interest received
Notes receivable forgiven, net of loan loss reserves
Deconsolidation of ownership interests in City Center
Cash paid at closing for interests acquired, equipment and payment of property obligations
Settlement closing costs and other expenses, including land transfer taxes
Net gain on settlement (included in other income)
$
$
180,000
(131,175)
(27,785)
(9,215)
463
2,452
(2,000)
(7,385)
(3,702)
(1,649)
4
On June 7, 2011, Concord Associates, L.P., Concord Resort, LLC and Concord Kiamesha LLC (the Cappelli Group)
filed a complaint with the Supreme Court of the State of New York, County of Sullivan, against a subsidiary of the
Company seeking a declaratory judgment on certain of the subsidiary's obligations under the settlement agreement, an
order that the Company subsidiary execute the golf course lease and the “Racino Parcel” lease, and an extension of the
restrictive covenant against ownership or operation of a casino on the Concord resort property, which covenant was
set to expire on December 31, 2011. On October 20, 2011, the Cappelli Group amended the Sullivan County lawsuit
to drop all claims except that seeking an extension of the restrictive covenant, and simultaneously filed a new suit
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 planned casino and resort development
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 Cappelli group for which it believes it has meritorious defenses.
On April 12, 2011, the Company and Empire Resorts, Inc. (Empire Resorts) entered an Exclusivity Agreement, whereby
the parties agreed to explore the possibility of developing a casino, hotel and harness racetrack on the Concord resort
property. As part of the Exclusivity Agreement, Empire Resorts acknowledged that any of the agreements or obligations
imposed by the Exclusivity Agreement would be subject to the rights granted to Mr. Cappelli and his affiliates in
connection with the Settlement Agreement dated June 18, 2010 (the Cappelli Rights). That Exclusivity Agreement
was extended twice, through December 21, 2011, as the parties continued to plan and negotiate. On December 21,
2011, the parties entered into an Option to Lease Agreement (the Option) covering approximately 190 acres of the
Concord resort property. The Option runs for a period of six months, and included an option payment of $750 thousand
by Empire Resorts to the Company. The Option may be extended by Empire Resorts for successive periods of six
months through June 30, 2013 upon making additional payments of $750 thousand each. The option payments become
nonrefundable if and when the parties finalize a master development agreement. The Option includes a good faith
obligation for both parties to work diligently to complete a master development agreement before March 31, 2012.
There can be no guarantee that a master development agreement will be finalized or that the $750 thousand payment
80
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
will be earned by the Company. Accordingly, this item is included in accounts payable and accrued liabilities at
December 31, 2011 in the accompanying consolidated balance sheets. As set forth in the Exclusivity Agreement, the
Option contains an acknowledgment and recognition of the Cappelli Rights.
9. Unconsolidated Real Estate Joint Ventures
At December 31, 2011, the Company had a 37.5% and 26.5% 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. The Company recognized income of $2.4 million, $1.9 million
and $565 thousand during 2011, 2010 and 2009, respectively, from its investment in the Atlantic-EPR I joint venture.
The Company also received distributions from Atlantic-EPR I of $2.4 million, $2.1 million, and $622 thousand during
2011, 2010 and 2009, respectively. Condensed financial information for Atlantic-EPR I is as follows as of and for the
years ended December 31, 2011, 2010 and 2009 (in thousands):
Rental properties, net
Cash
Long-term debt (paid in full May 2010)
Partners’ equity
Rental revenue
Net income
$
2011
2010
2009
$
26,024
940
—
26,678
3,634
473
$
26,668
1
—
26,819
4,498
1,878
27,313
141
15,001
12,356
4,432
2,443
The Company recognized income of $383, $350 and $330 (in thousands) from its investment in the Atlantic-EPR II
joint venture during 2011, 2010 and 2009, respectively. The Company also received distributions from Atlantic-EPR
II of $420, $389 and $364 (in thousands) during 2011, 2010 and 2009, respectively. Condensed financial information
for Atlantic-EPR II is as follows as of and for the years ended December 31, 2011, 2010 and 2009 (in thousands):
Rental properties, net
Cash
Long-term debt (due September 2013)
Note payable to EPR
Partners’ equity
Rental revenue
Net income
$
2011
2010
2009
$
20,576
131
12,224
117
8,094
2,889
1,401
$
21,037
131
12,599
117
8,202
2,889
1,366
21,498
139
12,950
117
8,317
2,876
1,331
The partnership 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 our discretion, the cash value of those shares as defined in each of
the partnership agreements. During 2009, the Company paid Atlantic cash of $109 and $9 (in thousands), respectively,
in exchange for additional ownership of 0.7% and 0.2% for Atlantic-EPR I and Atlantic-EPR II, respectively. 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 2011, the Company paid Atlantic cash of $2.5
million and $258 thousand in exchange for additional ownership of 11.3% 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 December 31, 2011 and 2010 the Company had invested $4.2 million and $2.9 million, respectively,
in unconsolidated joint ventures for three theatre projects in 2011 and two theatre projects in 2010, located in China.
81
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
The Company recognized income of $42 thousand and a loss of $157 thousand from its investment in these joint
ventures for the years ended December 31, 2011 and 2010, respectively. No income or loss was recognized for the year
ended December 31, 2009.
10. Consolidated Real Estate Joint Ventures
The Company owns 96% of the membership interests of VinREIT, LLC (VinREIT) and accordingly, the financial
statements of VinREIT have been consolidated into the Company’s financial statements. VinREIT owns eight wineries
and five vineyards located in California and Washington. The Company’s partner in VinREIT is Global Wine Partners
(U.S.), LLC (GWP). GWP provides certain consulting services to VinREIT in connection with the acquisition,
development, administration and marketing of vineyard properties and wineries.
As detailed in the operating agreement, GWP is entitled to receive a 1% origination fee on winery and vineyard
investments and 4% of the annual cash flow of VinREIT after a charge for debt service. GWP may receive additional
amounts upon certain events and after certain hurdle rates of return are achieved by us. Net income attributable to
noncontrolling interest related to VinREIT was $38 thousand, $86 thousand and $231 thousand for the years ended
December 31, 2011, 2010 and 2009, respectively, representing GWP’s portion of the annual cash flow. The Company’s
consolidated statements of income include net losses related to VinREIT of $39.9 million, $2.2 million and $2.1 million
for the years ended December 31, 2011, 2010 and 2009, respectively. The Company received operating distributions
from VinREIT of $9.7 million, $332 thousand and $6.2 million during 2011, 2010 and 2009, respectively. In addition,
during 2011, the Company contributed $90.9 million to VinREIT for financing activities and received distributions of
$19.5 million related to property sales.
As discussed in Note 2, prior to June 18, 2010, New Roc and White Plains were owned 71.4% and 66.67%, respectively.
As a result of the settlement with Mr. Cappelli and several of his affiliates on June 18, 2010, New Roc is now 100%
owned by the Company and the Company has no ownership interest in City Center. The Company’s consolidated
statements of net income include net income related to New Roc of $1.1 million and $0.9 million for the years ended
December 31, 2010 and 2009, respectively, and net losses related to White Plains of $3.1 million, and $42.9 million
for the years ended December 31, 2010 and 2009 , respectively. The Company did not receive any distributions from
New Roc and White Plains during 2010 and 2009.
Prior to December 22, 2011, the Company held a 50% ownership interest in Suffolk. Suffolk completed three phases
of development of an entertainment retail center adjacent to one of the Company’s megaplex theatres in Suffolk, Virginia
for a total development cost of $19.8 million. On December 22, 2011, the Company acquired all of the shares from
the noncontrolling interest. As of December 31, 2011, Suffolk is a wholly-owned subsidiary and is no longer a VIE.
The Company’s consolidated statements of income include net income related to Suffolk of $645 thousand, $579
thousand and $475 thousand, for the years ended December 31, 2011, 2010 and 2009, respectively.
11. Notes Receivable
Investment in notes, including related accrued interest receivable, net, at December 31, 2011 and 2010 consists of the
following (in thousands):
(1) Note and related accrued interest receivable, 9.23%, due August 31, 2012
(2) Note and related accrued interest receivable, 6.00%, due December 31, 2017
(3) Notes and related accrued interest receivable, 12.00% to 15.00%, past due
(4) Other
Total notes and related accrued interest receivable
Less: Loan loss reserves
Total notes and related accrued interest receivable, net
2011
2010
3,751
$
1,212
8,074
174
13,211
(8,196)
5,015
$
$
3,751
1,332
8,074
166
13,323
(8,196)
5,127
$
$
$
82
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
(1) The Company has a note receivable from Mosaica Education, Inc. of $3.8 million at December 31, 2011 and 2010.
This note bears interest at 9.23% and interest payments are due monthly. The note is secured by certain pledge agreements
and other collateral. The Company also has the right to call the note and 120 days after such notice to the borrower, the
note becomes due and payable, including all related accrued interest. Interest income from this loan was $346 thousand
for each of the years ended December 31, 2011 and 2010 and $349 thousand for the year ended December 31, 2009.
(2) The Company has a note receivable from Rb Wine Associates, LLC (Rb Wine) to provide a $2.0 million revolving
credit facility. This note bears interest at 6% is secured by certain pledge agreements and other collateral including
personal guarantees from the principals of Rb Wine. A loan loss reserve of $122 thousand was recorded for the year
ended December 31, 2009 based on an analysis of the present value of the expected future cash flows of this note.
Interest income from this loan was $76 thousand, $82 thousand and $147 thousand for the years ended December 31,
2011, 2010 and 2009, respectively.
(3) The Company has two notes receivable from a former tenant, Sapphire Wines, LLC, of $8.1 million at December 31,
2011 and 2010. These notes bear interest at 12.0% and 15.0%. The notes are secured by certain pledge agreements
and other collateral, including a personal guarantee of the principal of Sapphire Wines LLC and are fully reserved at
December 31, 2011 and 2010. No interest income was recognized during the years ended December 31, 2011 and
2010. Interest income of $363 thousand was recognized during the year ended December 31, 2009 which represents
payments received by the Company.
(4) The Company has one other note receivable totaling $174 thousand with an interest rate of 6.33% at December 31,
2011.
Principal payments and related accrued interest due on notes receivable subsequent to December 31, 2011 are as follows
(in thousands):
Year:
Past due (100% reserved)
2012
2013
2014
2015
2016
Thereafter
Total
$
Amount
8,074
3,862
118
126
133
141
757
$
13,211
The following summarizes the activity within the allowance for loan losses related to notes receivable for the years
ended December 31, 2011 and 2010 (in thousands):
Allowance for loan losses at January 1
Provision for loan losses
Charge-offs
Recoveries
Allowance for loan losses at December 31
$
$
2011
2010
8,196
—
—
—
8,196
$
$
36,197
700
(28,701)
—
8,196
83
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
12. Long-Term Debt
Long term debt at December 31, 2011 and 2010 consists of the following (in thousands):
2011
2010
(1) Capital lease obligation, 2.60%, paid in full on December 7, 2011
$
—
$
(2) Mortgage notes payable, 6.57%-6.73%, due October 1, 2012
(3) Mortgage note payable, 6.63%, due November 1, 2012
(4) Mortgage notes payable, 4.26%-9.01%, due February 10, 2013
(5) Unsecured revolving variable rate credit facility, LIBOR + 1.60%, due
October 13, 2015
(6) Mortgage note payable, 6.84%, due March 1, 2014
(7) Mortgage note payable, 5.58%, due April 1, 2014
(8) Mortgage note payable, 5.50%, due July 1, 2014
(9) Mortgage note payable, 5.56%, due June 5, 2015
(10) Mortgage notes payable, 5.77%, due November 6, 2015
(11) Mortgage notes payable, 5.84%, due March 6, 2016
(12) Mortgage notes payable, 6.37%, due June 30, 2016
(13) Mortgage notes payable, 6.10%, due October 1, 2016
(14) Mortgage notes payable, 6.02%, due October 6, 2016
(15) Mortgage note payable, 6.06%, due March 1, 2017
(16) Mortgage note payable, 6.07%, due April 6, 2017
(17) Mortgage notes payable, 5.73%-5.95%, due May 1, 2017
(18) Mortgage note payable, 5.29%, due July 1, 2017
(19) Mortgage notes payable, 5.68% due August 1, 2017
(20) Term loans payable, paid in full on February 7, 2011
(21) Mortgage note payable, 6.19%, due February 1, 2018
(22) Mortgage note payable, 7.37%, due July 15, 2018
(23) Senior unsecured notes payable, 7.75%, due July 15, 2020
(24) Bond payable, variable rate, due October 1, 2037
43,045
24,072
106,229
223,000
95,976
58,338
4,000
32,568
69,143
38,931
27,854
25,027
18,862
10,518
10,827
50,132
4,008
25,677
—
15,643
9,810
250,000
10,635
9,251
44,473
24,866
112,982
142,000
103,127
59,537
4,000
33,182
71,014
39,944
28,514
25,625
19,317
10,762
11,076
51,319
—
26,268
86,272
16,171
10,844
250,000
10,635
Total
$ 1,154,295
$ 1,191,179
(1) On June 18, 2010, as part of the settlement with Mr. Cappelli and several of his affiliates, the Company assumed a
ground lease on the Concord property and it was recorded as a capital lease obligation of $9.2 million. On December
7, 2011, the Company exercised its option to purchase the underlying property for a negotiated price of $8.9 million.
A gain of $390 thousand was recognized related to the settlement of this capital lease obligation and is included in costs
associated with loan refinancing or payoff, net in the accompanying consolidated statements of income.
(2) The Company’s mortgage notes payable due October 1, 2012 are secured by two theatre properties, which had a
net book value of approximately $34.7 million at December 31, 2011. The notes had initial balances totaling $48.4
million and the monthly payments are based on a 20 year amortization schedule. The notes require monthly principal
and interest payments totaling approximately $365 thousand with a final principal payment at maturity totaling
approximately $42.0 million.
(3) The Company’s mortgage note payable due November 1, 2012 is secured by one theatre property, which had a net
book value of approximately $24.8 million at December 31, 2011. The note had an initial balance of $27.0 million and
the monthly payments are based on a 20 year amortization schedule. The note requires monthly principal and interest
payments of approximately $203 thousand with a final principal payment at maturity of approximately $23.4 million.
84
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
(4) The Company’s mortgage notes payable due February 10, 2013 are secured by thirteen theatre properties and one
entertainment retail center, which had a net book value of approximately $204.2 million at December 31, 2011. The
notes had initial balances totaling $155.5 million of which approximately $98.6 million has monthly payments that are
interest only and $56.9 million has monthly payments based on a 10 year amortization schedule. The notes require
monthly principal and interest payments totaling approximately $1.1 million with a final principal payment at maturity
totaling approximately $99.2 million. The weighted average interest rate on these notes is 5.95%.
(5) 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 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. As of
December 31, 2011, $223.0 million was outstanding under the facility and our total availability under the revolving
credit facility was $177.0 million.
(6) The Company’s mortgage note payable due March 1, 2014 is secured by four entertainment retail centers in Ontario,
Canada, which had a net book value of approximately $219.6 million at December 31, 2011. The mortgage note payable
is denominated in Canadian dollars (CAD). The note had an initial balance of CAD $128.6 million and the monthly
payments are based on a 20 year amortization schedule. The note requires monthly principal and interest payments of
approximately CAD $977 thousand with a final principal payment at maturity of approximately CAD $85.6 million.
At December 31, 2011 and 2010, the outstanding balance in Canadian dollars was CAD $97.6 million and CAD $102.6
million, respectively.
(7) The Company’s mortgage note payable due April 1, 2014 is secured by one entertainment retail center, which had
a net book value of approximately $81.4 million at December 31, 2011. The note had an initial balance of $66.0 million
and the monthly payments are based on a 30 year amortization schedule. The note requires monthly principal and
interest payments of approximately $378 thousand with a final principal payment at maturity of approximately $55.3
million.
(8) The Company’s mortgage note payable is secured by one entertainment retail center, which had a net book value
of approximately $81.4 million at December 31, 2011. The note requires monthly payments of interest only and matures
on July 1, 2014.
(9) The Company’s mortgage note payable due June 5, 2015 is secured by one entertainment retail center, which had
a net book value of approximately $48.9 million at December 31, 2011. The note had an initial balance of $36.0 million
and the monthly payments are based on a 30 year amortization schedule. The note requires monthly principal and
interest payments of approximately $206 thousand with a final principal payment at maturity of approximately $30.1
million.
(10) The Company’s mortgage notes payable due November 6, 2015 are secured by six theatre properties, which had
a net book value of approximately $79.5 million at December 31, 2011. The notes had initial balances totaling $79.0
million and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal
and interest payments totaling approximately $498 thousand with a final principal payment at maturity totaling
approximately $60.7 million.
(11) The Company’s mortgage notes payable due March 6, 2016 are secured by two theatre properties, which had a
net book value of approximately $34.1 million at December 31, 2011. The notes had initial balances totaling $44.0
million and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal
and interest payments totaling approximately $279 thousand with a final principal payment at maturity totaling
approximately $33.9 million.
85
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
(12) The Company’s mortgage notes payable due June 30, 2016 are secured by two theatre properties, which had a net
book value of approximately $33.3 million at December 31, 2011. The notes had initial balances totaling $31.0 million
and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal and
interest payments totaling approximately $207 thousand with a final principal payment at maturity totaling
approximately $24.4 million.
(13) The Company’s mortgage notes payable due October 1, 2016 are secured by four theatre properties, which had a
net book value of approximately $28.1 million at December 31, 2011. The notes had initial balances totaling $27.8
million and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal
and interest payments totaling approximately $180 thousand with a final principal payment at maturity totaling
approximately $21.6 million.
(14) The Company’s mortgage notes payable due October 6, 2016 are secured by three theatre properties, which had
a net book value of approximately $20.2 million at December 31, 2011. The notes had initial balances totaling $20.9
million and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal
and interest payments totaling approximately $135 thousand with a final principal payment at maturity totaling
approximately $16.2 million.
(15) The Company’s mortgage note payable due March 1, 2017 is secured by one theatre property, which had a net
book value of approximately $10.7 million at December 31, 2011. The note had an initial balance of $11.6 million and
the monthly payments are based on a 25 year amortization schedule. The note requires monthly principal and interest
payments of approximately $75 thousand with a final principal payment at maturity of approximately $9.0 million.
(16) The Company’s mortgage note payable due April 6, 2017 is secured by one theatre property, which had a net book
value of approximately $9.6 million at December 31, 2011. The note had an initial balance of $11.9 million and the
monthly payments are based on a 30 year amortization schedule. The note requires monthly principal and interest
payments of approximately $77 thousand with a final principal payment at maturity of approximately $9.2 million.
(17) The Company’s mortgage notes payable due May 1, 2017 are secured by five theatre properties, which had a net
book value of approximately $43.6 million at December 31, 2011. The notes had initial balances totaling $55.0 million
and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal and
interest payments totaling approximately$348 thousand with a final principal payment at maturity totaling
approximately $42.4 million. The weighted average interest rate on these notes is 5.81%.
(18) 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%. The note is due July 1, 2017 and is secured by one theatre property, which had a net
book value of approximately $8.7 million at December 31, 2011. The monthly payments are based on a 25 year
amortization schedule and the note requires monthly principal and interest payments of approximately $28 thousand
with a final principal payment at maturity of approximately $3.2 million.
(19) The Company’s mortgage notes payable due August 1, 2017 are secured by two theatre properties, which had a
net book value of approximately $23.9 million at December 31, 2011. The notes had initial balances totaling $28.0
million and the monthly payments are based on a 25 year amortization schedule. The notes require monthly principal
and interest payments totaling approximately $178 thousand with a final principal payment at maturity totaling
approximately $21.7 million.
(20) On February 7, 2011, the Company prepaid in full the eight term loans outstanding under this facility totaling
$86.2 million. In connection with the payment in full of these 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.
86
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
(21) The Company’s mortgage note payable due February 1, 2018 is secured by one theatre property which had a net
book value of approximately $20.7 million at December 31, 2011. The mortgage loan had an initial balance of $17.5
million and the monthly payments are based on a 20 year amortization schedule. The mortgage loan bears interest at
6.19% and requires monthly principal and interest payments of approximately $127 thousand with a final principal
payment at maturity of approximately $11.6 million.
(22) The Company’s mortgage note payable due July 15, 2018 is secured by one theatre property, which had a net book
value of approximately $18.8 million at December 31, 2011. The note had an initial balance of $18.9 million and the
monthly payments are based on a 20 year amortization schedule. The notes require monthly principal and interest
payments of approximately $151 thousand with a final principal payment at maturity of approximately $843 thousand.
(23) On June 30, 2010, the Company issued $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 the Company’s subsidiaries. The notes contain various covenants, including: (i) a limitation on incurrence
of any debt which would cause the ratio of the Company’s debt to adjusted total assets to exceed 60%; (ii) a limitation
on incurrence of any secured debt which would cause the ratio of the Company’s secured debt to adjusted total assets
to exceed 40%; (iii) a limitation on incurrence of any debt which would cause the Company’s debt service coverage
ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150%
of the Company’s outstanding unsecured debt.
(24) The Company’s bond payable due October 1, 2037 is secured by one theatre, which had a net book value of
approximately $10.1 million at December 31, 2011, and bears interest at a variable rate which resets on a weekly basis
and was 0.11% at December 31, 2011. The bond requires monthly interest payments with a final principal payment at
maturity of approximately $10.6 million.
Certain of the Company’s long-term debt agreements contain customary restrictive covenants related to financial and
operating performance as well as certain cross-default provisions. The Company was in compliance with all financial
covenants at December 31, 2011.
Principal payments due on long-term debt obligations subsequent to December 31, 2011 (without consideration of any
extensions) are as follows (in thousands):
Year:
2012
2013
2014
2015
2016
Thereafter
Total
Amount
90,416
116,378
155,925
324,931
103,377
363,268
1,154,295
$
$
The Company believes that it will be able to repay, extend, refinance or otherwise settle its debt obligations as the debt
comes due through cash from operations, borrowings under our revolving credit facility, as well as long-term debt and
equity financing alternatives.
The Company capitalizes a portion of interest costs as a component of property under development. The following is
a summary of interest expense, net for the years ended December 31, 2011, 2010 and 2009 (in thousands):
87
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
2011
2010
2009
Interest on loans and capital lease obligation
Less: interest expense of discontinued operations
Amortization of deferred financing costs
Credit facility and letter of credit fees
Interest cost capitalized
Interest income
Less: interest income of discontinued operations
Interest expense, net
$
$
67,265
(21)
3,807
1,159
(498)
(70)
37
71,679
$
$
72,758
(5,288)
4,408
853
(383)
(37)
—
72,311
$
$
68,968
(7,184)
3,663
759
(600)
(75)
—
65,531
13. 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
Prior to December 22, 2011, the Company's consolidated VIEs consisted of a 50% interest in Suffolk Retail, LLC,
which owns an entertainment retail center in Suffolk, Virginia. As further described in Note 10, on December 22, 2011,
the Company acquired all of the shares from the noncontrolling interest and this entity became a wholly-owned subsidiary
and is no longer a VIE.
Additionally, prior to June 18, 2010, the Company's consolidated VIEs consisted of a 66.67% interest in the White
Plains LLC's, which own City Center in White Plains, New York. As further described in Note 8, in conjunction with
the Cappelli settlement, the Company no longer has interest in the White Plains LLCs.
As of December 31, 2011, the Company has invested in one 50% joint venture which is a VIE. This joint venture does
not have any significant assets and liabilities at December 31, 2011 and was established to explore certain investment
opportunities.
Unconsolidated VIE
At December 31, 2011, the Company’s recorded investment in SVVI, a VIE that is unconsolidated, was $178.4 million.
The Company’s maximum exposure to loss associated with SVVI is limited to the Company’s outstanding mortgage
note and related accrued interest receivable of $178.4 million because there are no commitments to fund above this
amount. For further discussion of this mortgage note, see Note 6.
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.
14. 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.
88
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
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
currently uses 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 Company
terminated six of its interest rate swap agreements 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 year ended December 31, 2011, as the forecasted future transactions were no longer probable.
At December 31, 2011, the Company had no interest rate swaps outstanding.
On January 5, 2012 the Company entered into three interest rate swap agreements to fix the interest rate on a $240.0
million term loan that closed on the same day. These agreements have a combined outstanding notional amount of
$240.0 million, a termination date of January 5, 2016 and a fixed rate of 2.66%. See Note 25 for further details.
The effective portion of changes in the fair value of interest rate derivatives designated and that qualify as cash flow
hedges is recorded in accumulated other comprehensive income (AOCI) and is subsequently reclassified into earnings
in the period that the hedged forecasted transaction affects earnings. During the years ending December 31, 2011, 2010
and 2009, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The
ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. No hedge
ineffectiveness on cash flow hedges was recognized during the years ending December 31, 2011, 2010 and 2009.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest
expense as interest payments are made on the Company’s variable-rate debt.
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 December 31, 2011, the Company’s cross-currency swaps had a fixed original 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.
The Company entered into foreign currency forward agreements to further hedge the currency fluctuations related to
the cash flows of these properties. These foreign currency forwards settled at the end of each month from April to
December 2011 and locked in an exchange rate of $0.99 CAD per U.S. dollar on approximately $500 thousand of
monthly CAD denominated cash flows. Additionally, in February 2012, the Company entered into foreign currency
forward agreements that settle at the end of each month from February to December 2012 and lock in an exchange rate
of $1.00 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 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,
89
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
is recognized directly in earnings. No hedge ineffectiveness on foreign currency derivatives has been recognized for
the years ended December 31, 2011, 2010 and 2009. As of December 31, 2011, the Company estimates that during
the twelve months ending December 31, 2012, $0.3 million will be reclassified from accumulated other comprehensive
income to other expense.
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
four 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 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 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.
For foreign currency derivatives designated as net investment hedges, the effective portion of changes in the fair value
of the derivatives are reported in accumulated other comprehensive income 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 years ended December 31, 2011, 2010 and
2009. Amounts are reclassified out of accumulated other comprehensive income into earnings when the hedged net
investment is either sold or substantially liquidated.
See Note 15 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 years ended
December 31, 2011, 2010 and 2009:
90
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Effect of Derivative Instruments on the Consolidated Statements of Changes in Equity and
Income for the Years Ended December 31, 2011, 2010 and 2009
(Dollars in thousands)
Description
Interest Rate Swaps
Amount of Gain (Loss) Recognized in AOCI on Derivative
(Effective Portion)
Amount of Income (Expense) Reclassified from AOCI into
Earnings (Effective Portion) (1)
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)
Amount of Income (Expense) Reclassified from AOCI into
Earnings (Effective Portion) (2)
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)
Amount of Income (Expense) Reclassified from AOCI into
Earnings (Effective Portion) (3)
Amount of Gain (Loss) Recognized in Earnings on Derivative
(Ineffective Portion)
Total
Amount of Gain (Loss) Recognized in AOCI on Derivative
(Effective Portion)
Amount of Income (Expense) Reclassified from AOCI into
Earnings (Effective Portion)
Amount of Gain (Loss) Recognized in Earnings on Derivative
(Ineffective Portion)
Years Ended December 31,
2011
2010
2009
$
(4,125)
$
(17,129)
$
(1,852)
(4,722)
(13,567)
(7,121)
—
—
—
(12)
(784)
—
(4,047)
(4,298)
—
(1,761)
(6,522)
(154)
—
918
—
(2,757)
(7,024)
(62)
—
—
—
$
(8,184)
$
(21,647)
$
(15,398)
(9,804)
(13,783)
(6,203)
—
—
—
(1) $4.6 million included in “Costs associated with loan refinancing or payoff, net” and $137 thousand included in
“Interest expense” in accompanying consolidated statements of income for the year ended December 31, 2011.
$8.7 million included in "Costs associated with loan refinancing or payoff, net" and $4.9 million included in
"Interest expense" in the accompanying consolidated statements of income for the year ended December 31, 2010.
For the year ended December 31, 2009, $7.1 million included in “Interest expense” in accompanying consolidated
statements of income.
Included in “Other expense” in the accompanying consolidated statements of income.
(2)
(3) $4.3 million included in "Gain on sale or acquisition of real estate" and $37 thousand included in "Other
expense" in the accompanying consolidated statements of income for the year ended December 31, 2011. For
the year ended December 31, 2010, $62 thousand included in "Other expense".
Credit-risk-related Contingent Features
The Company has agreements with each of its interest rate derivative counterparties that contain a provision where if
the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been
accelerated by the lender, then the Company could also be declared in default on its interest rate derivative obligations.
As of December 31, 2011, the fair value of the Company’s derivatives in a liability position related to these agreements
was $2.0 million. If the Company breached any of the contractual provisions of the derivative contracts, it would be
required to settle its obligations under the agreements at their termination value of $1.9 million.
91
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
15. Fair Value Disclosures
The Company’s 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 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
December 31, 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 and liabilities measured at fair value on a recurring basis as of
December 31, 2011, aggregated by the level in the fair value hierarchy within which those measurements are classified
and by derivative type.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2011
(Dollars in thousands)
Description
Cross Currency Swaps*
Currency Forward Agreements*
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
$
$
—
—
Significant
Other
Observable
Inputs (Level 2)
$
$
(642)
(1,395)
Significant
Unobservable
Inputs (Level 3)
—
$
—
$
$
$
Balance at
December 31,
2011
(642)
(1,395)
*Included in "Accounts payable and accrued liabilities" in the accompanying consolidated balance sheet.
92
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Non-recurring fair value measurements
The table below presents the Company’s assets measured at fair value on a non-recurring basis during the year ended
December 31, 2011, aggregated by the level in the fair value hierarchy within which those measurements fall.
Assets Measured at Fair Value on a Non-Recurring Basis during the year ended December 31, 2011
(Dollars in thousands)
Description
Rental properties, net
Long-term debt
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
$
$
—
—
Significant
Other
Observable
Inputs (Level 2)
—
$
4,109
$
Significant
Unobservable
Inputs (Level 3)
134,186
$
—
$
Balance at
December 31,
2011
$
$
134,186
4,109
As further discussed in Note 4, during the year ended December 31, 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 December 31, 2011:
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 December 31, 2011, the Company had a
carrying value of $325.1 million in fixed rate mortgage notes receivable outstanding, including related accrued
interest, with a weighted average interest rate of approximately 8.48%. 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 $298.9 million at December 31, 2011.
Investment in a direct financing lease, net:
The fair value of the Company’s investment in a direct financing lease as of December 31, 2011 is estimated by
discounting the future cash flows of the instrument using current market rates. At December 31, 2011, the Company
had an investment in a direct financing lease with a carrying value of 233.6 million and a weighted average
effective interest rate of 12.02%. The investment in direct financing lease bears interest at effective interest rates
of 11.93% to 12.38%. The carrying value of the investment in a direct financing lease approximates the fair market
value at December 31, 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 at December 31, 2011.
Accounts receivable, net:
The carrying values of accounts receivable approximate the fair market value at December 31, 2011.
93
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Notes and related accrued interest receivable, net:
The fair value of the Company’s notes and related accrued interest receivable as of December 31, 2011 is estimated
by discounting the future cash flows of each instrument using current market rates. At December 31, 2011, the
Company had a carrying value of $5.0 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 8.43%. 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 9.40%, management estimates the fair value of the fixed rate notes receivable
to be approximately $4.8 million at December 31, 2011.
Derivative instruments:
Derivative instruments are carried at their fair market value.
Debt instruments:
The fair value of the Company's debt as of December 31, 2011 is estimated by discounting the future cash flows
of each instrument using current market rates. At December 31, 2011, the Company had a carrying value of
$233.6 million in variable rate debt outstanding with an average weighted interest rate of approximately 1.94%.
The carrying value of the variable rate debt outstanding approximates the fair market value at December 31, 2011.
At December 31, 2011, the Company had a carrying value of $920.7 million in fixed rate long-term debt
outstanding with an average weighted interest rate of approximately 6.55%. Discounting the future cash flows
for fixed rate debt using an estimated market rate of 5.53%, management estimates the fair value of the fixed rate
debt to be approximately $950.0 million at December 31, 2011.
Accounts payable and accrued liabilities:
The carrying value of accounts payable and accrued liabilities approximates fair value at December 31, 2011 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 at December 31, 2011
due to the short term maturities of these amounts.
16. Common and Preferred Shares
Common Shares
The Board of Trustees declared cash dividends totaling $2.80 and $2.60 per common share for the years ended
December 31, 2011 and 2010, respectively.
Of the total dividends calculated for tax purposes, the amounts characterized as ordinary income, return of capital and
long-term capital gain for 2011 and 2010 are as follows:
Cash dividends paid per common share for the year ended December 31, 2011:
Record date
12/31/2010
3/31/2011
6/30/2011
9/30/2011
Total for 2011 (1)
Cash payment
date
1/14/2011
4/15/2011
7/15/2011
10/17/2011
$
$
Cash
distribution
per share
Taxable
ordinary
income
Return of
capital
Long-term
capital gain
Unrecaptured
Sec. 1250 gain
0.65
0.70
0.70
0.70
2.75
$
$
0.4711
0.5074
0.5074
0.5074
1.9932
$
$
0.1789
0.1926
0.1926
0.1926
0.7568
$
$
100.0%
72.5%
27.5%
$
$
—
—
—
—
—
—
—
—
—
—
—
—
94
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Cash dividends paid per common share for the year ended December 31, 2010:
Record date
12/31/2009
3/31/2010
6/30/2010
9/30/2010
Total for 2010 (1)
Cash payment
date
1/15/2010
4/15/2010
7/15/2010
10/15/2010
$
$
Cash
distribution
per share
Taxable
ordinary
income
Return of
capital
Long-term
capital gain
Unrecaptured
Sec. 1250 gain
0.65
0.65
0.65
0.65
2.60
$
$
0.2488
0.2488
0.2488
0.2488
0.9952
$
$
0.4012
0.4012
0.4012
0.4012
1.6048
$
$
100.0%
38.3%
61.7%
$
$
—
—
—
—
—
—
—
—
—
—
—
—
(1) Differences between totals and details relate to rounding.
Series B Preferred Shares
On January 19, 2005, the Company issued 3.2 million 7.75% Series B cumulative redeemable preferred shares ("Series
B preferred shares") in a registered public offering. On August 31, 2011, the Company completed the redemption of
all 3.2 million outstanding 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 year ended
December 31 2011, were $2.8 million.
Of the total dividends calculated for tax purposes, the amounts characterized as ordinary income, return of capital and
long-term capital gain for 2011 and 2010 are as follows:
Cash dividends paid per Series B preferred share for the year ended December 31, 2011:
Record date
12/31/2010
3/31/2011
6/30/2011
8/31/2011
Total for 2011 (1)
Cash payment
date
1/14/2011
4/15/2011
7/15/2011
8/31/2011
Cash distribution
per share
Taxable ordinary
income
$
$
0.4844
0.4844
0.4844
0.3229
1.7760
$
$
0.4844
0.4844
0.4844
0.3229
1.7760
100.0%
100.0%
$
Return of capital
—
$
—
—
Cash dividends paid per Series B preferred share for the year ended December 31, 2010:
Record date
12/31/2009
3/31/2010
6/30/2010
9/30/2010
Total for 2010 (1)
Cash payment
date
1/15/2010
4/15/2010
7/15/2010
10/15/2010
Cash distribution
per share
Taxable ordinary
income
Return of
capital
$
$
0.4844
0.4844
0.4844
0.4844
1.9375
$
$
0.4844
0.4844
0.4844
0.4844
1.9375
$
$
100.0%
100.0%
(1) Differences between totals and details relate to rounding.
Long-term
capital gain
—
—
—
—
—
Long-term
capital gain
—
—
—
—
—
—
$
$
$
$
—
—
—
—
—
—
—
—
Series C Convertible Preferred Shares
On December 22, 2006, the Company issued 5.4 million 5.75% Series C cumulative convertible preferred shares
(“Series C preferred shares”) in a registered public offering for net proceeds of approximately $130.8 million, after
expenses. The Company will pay cumulative dividends on the Series C preferred shares from the date of original
95
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
issuance in the amount of $1.4375 per share each year, which is equivalent to 5.75% of the $25 liquidation preference
per share. Dividends on the Series C preferred shares are payable quarterly in arrears. The Company does not have the
right to redeem the Series C preferred shares except in limited circumstances to preserve the Company’s REIT status.
The Series C preferred shares have no stated maturity and will not be subject to any sinking fund or mandatory
redemption. As of December 31, 2011, the Series C preferred shares are convertible, at the holder’s option, into the
Company’s common shares at a conversion rate of 0.3574 common shares per Series C preferred share, which is
equivalent to a conversion price of $69.95 per common share. This conversion ratio may increase over time upon
certain specified triggering events including if the Company’s common dividend per share exceeds a quarterly threshold
of $0.6875.
Upon the occurrence of certain fundamental changes, the Company will under certain circumstances increase the
conversion rate by a number of additional common shares or, in lieu thereof, may in certain circumstances elect to
adjust the conversion rate upon the Series C preferred shares becoming convertible into shares of the public acquiring
or surviving company.
On or after January 15, 2012, the Company may, at its option, cause the Series C preferred shares to be automatically
converted into that number of common shares that are issuable at the then prevailing conversion rate. The Company
may exercise its conversion right only if, at certain times, the closing price of the Company’s common shares equals
or exceeds 135% of the then prevailing conversion price of the Series C preferred shares.
Owners of the Series C preferred shares generally have no voting rights, except under certain dividend defaults. Upon
conversion, the Company may choose to deliver the conversion value to the owners in cash, common shares, or a
combination of cash and common shares.
The Board of Trustees declared cash dividends totaling $1.4375 per Series C preferred share for each of the years ended
December 31, 2011 and 2010, respectively.
Of the total dividends calculated for tax purposes, the amounts characterized as ordinary income, return of capital and
long-term capital gain for 2011 and 2010 are as follows:
Cash dividends paid per Series C preferred share for the year ended December 31, 2011:
Cash payment
date
Cash distribution
per share
Taxable ordinary
income
Return of capital
Long-term
capital gain
1/14/2011
$
0.3594
$
0.3594
$
Record date
12/31/2010
3/31/2011
6/30/2011
9/30/2011
Total for 2011 (1)
$
4/15/2011
7/15/2011
10/17/2011
0.3594
0.3594
0.3594
1.4375
$
0.3594
0.3594
0.3594
1.4375
$
100.0%
100.0%
Cash dividends paid per Series C preferred share for the year ended December 31, 2010:
Record date
12/31/2009
3/31/2010
6/30/2010
9/30/2010
Total for 2010 (1)
Cash payment
date
1/15/2010
4/15/2010
7/15/2010
10/15/2010
Cash distribution
per share
Taxable ordinary
income
$
$
0.3594
0.3594
0.3594
0.3594
1.4375
$
$
0.3594
0.3594
0.3594
0.3594
1.4375
100.0%
100.0%
Return of capital
—
$
—
—
—
—
—
$
(1) Differences between totals and details relate to rounding.
96
—
—
—
—
—
—
$
$
$
$
—
—
—
—
—
—
Long-term
capital gain
—
—
—
—
—
—
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Series D Preferred Shares
On May 25, 2007, the Company issued 4.6 million 7.375% Series D cumulative redeemable preferred shares (“Series
D preferred shares”) in a registered public offering for net proceeds of approximately $111.1 million, after expenses.
The Company pays cumulative dividends on the Series D preferred shares from the date of original issuance in the
amount of $1.844 per share each year, which is equivalent to 7.375% of the $25 liquidation preference per share.
Dividends on the Series D preferred shares are payable quarterly in arrears. The Company may not redeem the Series
D preferred shares before May 25, 2012, except in limited circumstances to preserve the Company’s REIT status. On
or after May 25, 2012, the Company may, at its option, redeem the Series D preferred shares in whole at any time or
in part from time to time, by paying $25 per share, plus any accrued and unpaid dividends up to and including the date
of redemption. The Series D preferred shares generally have no stated maturity, will not be subject to any sinking fund
or mandatory redemption, and are not convertible into any of the Company’s other securities. Owners of the Series D
preferred shares generally have no voting rights, except under certain dividend defaults.
The Board of Trustees declared cash dividends totaling $1.8438 per Series D preferred share for each of the years ended
December 31, 2011 and 2010.
Of the total dividends calculated for tax purposes, the amounts characterized as ordinary income, return of capital and
long-term capital gain for 2011 and 2010 are as follows:
Cash dividends paid per Series D preferred share for the year ended December 31, 2011:
Record date
12/31/2010
3/31/2011
6/30/2011
9/30/2011
Total for 2011 (1)
Cash payment
date
1/14/2011
4/15/2011
7/15/2011
10/17/2011
Cash distribution
per share
Taxable ordinary
income
Return of
capital
Long-term
capital gain
$
$
0.4609
0.4609
0.4609
0.4609
1.8438
$
$
0.4609
0.4609
0.4609
0.4609
1.8438
$
$
100.0%
100.0%
$
$
—
—
—
—
—
—
—
—
—
—
—
—
Cash dividends paid per Series D preferred share for the year ended December 31, 2010:
Record date
12/31/2009
3/31/2010
6/30/2010
9/30/2010
Total for 2010 (1)
Cash payment
date
1/15/2010
4/15/2010
7/15/2010
10/15/2010
Cash distribution
per share
Taxable ordinary
income
Return of
capital
Long-term
capital gain
$
$
0.4609
0.4609
0.4609
0.4609
1.8438
$
$
0.4609
0.4609
0.4609
0.4609
1.8438
$
$
100.0%
100.0%
$
$
—
—
—
—
—
—
—
—
—
—
—
—
(1) Differences between totals and details relate to rounding.
Series E Convertible Preferred Shares
On April 2, 2008, the Company issued 3.5 million 9.00% Series E cumulative convertible preferred shares (“Series E
preferred shares”) in a registered public offering for net proceeds of approximately $83.4 million, after expenses. The
Company will pay cumulative dividends on the Series E preferred shares from the date of original issuance in the
amount of $2.25 per share each year, which is equivalent to 9.00% of the $25 liquidation preference per share. Dividends
on the Series E preferred shares are payable quarterly in arrears. The Company does not have the right to redeem the
Series E preferred shares except in limited circumstances to preserve the Company’s REIT status. The Series E preferred
shares have no stated maturity and will not be subject to any sinking fund or mandatory redemption. As of December 31,
2011, the Series E preferred shares are convertible, at the holder’s option, into the Company’s common shares at a
conversion rate of 0.4512 common shares per Series E preferred share, which is equivalent to a conversion price of
$55.41 per common share. This conversion ratio may increase over time upon certain specified triggering events
97
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
including if the Company’s common dividend per share exceeds a quarterly threshold of $0.84.
Upon the occurrence of certain fundamental changes, the Company will under certain circumstances increase the
conversion rate by a number of additional common shares or, in lieu thereof, may in certain circumstances elect to
adjust the conversion rate upon the Series E preferred shares becoming convertible into shares of the public acquiring
or surviving company.
On or after April 20, 2013, the Company may, at its option, cause the Series E preferred shares to be automatically
converted into that number of common shares that are issuable at the then prevailing conversion rate. The Company
may exercise its conversion right only if, at certain times, the closing price of the Company’s common shares equals
or exceeds 150% of the then prevailing conversion price of the Series E preferred shares.
Owners of the Series E preferred shares generally have no voting rights, except under certain dividend defaults. Upon
conversion, the Company may choose to deliver the conversion value to the owners in cash, common shares, or a
combination of cash and common shares.
The Board of Trustees declared cash dividends totaling $2.25 per Series E preferred share for the years ended
December 31, 2011 and 2010.
Of the total dividends calculated for tax purposes, the amounts characterized as ordinary income, return of capital and
long-term capital gain for 2011 and 2010 are as follows:
Cash dividends paid per Series E preferred share for the year ended December 31, 2011:
Cash
distribution
per share
Taxable ordinary
income
Return of
capital
Long-term
capital gain
Record date
12/31/2010
3/31/2011
6/30/2011
9/30/2011
Total for 2011 (1)
Cash payment
date
1/14/2011
4/15/2011
7/15/2011
10/17/2011
$
$
0.5625
0.5625
0.5625
0.5625
2.2500
$
$
0.5625
0.5625
0.5625
0.5625
2.2500
$
$
100.0%
100.0%
Cash dividends paid per Series E preferred share for the year ended December 31, 2009:
Record date
12/31/2009
3/31/2010
6/30/2010
9/30/2010
Total for 2010 (1)
Cash payment
date
1/15/2010
4/15/2010
7/15/2010
10/15/2010
Cash distribution
per share
Taxable ordinary
income
Return of
capital
$
$
0.5625
0.5625
0.5625
0.5625
2.2500
$
$
0.5625
0.5625
0.5625
0.5625
2.2500
$
$
100.0%
100.0%
(1) Differences between totals and details relate to rounding.
98
$
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Long-term
capital gain
—
—
—
—
—
—
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
17. Earnings Per Share
The following table summarizes the Company’s computation of basic and diluted earnings per share (EPS) for the years
ended December 31, 2011, 2010 and 2009 (amounts in thousands except per share information):
Basic EPS:
Income from continuing operations
Less: preferred dividend requirements and redemption costs
Noncontrolling interest adjustments
Income from continuing operations available to common shareholders
Income from discontinued operations available to common
shareholders
Net income available to common shareholders
Diluted EPS:
Income from continuing operations available to common shareholders
Effect of dilutive securities:
Share options
Income from continuing operations available to common shareholders
Income from discontinued operations available to common
shareholders
Net income available to common shareholders
Basic EPS:
Income from continuing operations
Less: preferred dividend requirements
Noncontrolling interest adjustments
Income from continuing operations available to common shareholders
Loss from discontinued operations
Noncontrolling interest adjustments
Loss from discontinued operations available to common shareholders
Net income available to common shareholders
Diluted EPS:
Income from continuing operations available to common shareholders
Effect of dilutive securities:
Share options
Income from continuing operations available to common shareholders
Loss from discontinued operations available to common shareholders
Net income available to common shareholders
99
Year Ended December 31, 2011
Income
(numerator)
Shares
(denominator)
Per Share
Amount
102,563
(30,909)
(38)
71,616
12,703
84,319
46,640
46,640
46,640
71,616
46,640
—
71,616
12,703
84,319
261
46,901
46,901
46,901
$
$
$
$
$
$
1.54
0.27
1.81
1.53
0.27
1.80
Year Ended December 31, 2010
Income
(numerator)
Shares
(denominator)
Per Share
Amount
117,233
(30,206)
(86)
86,941
(4,178)
1,905
(2,273)
84,668
45,206
$
1.92
45,206
45,206
$
$
(0.05)
1.87
86,941
45,206
—
86,941
(2,273)
84,668
349
45,555
45,555
45,555
$
$
$
1.91
(0.05)
1.86
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Year Ended December 31, 2009
Income
(numerator)
Shares
(denominator)
Per Share
Amount
Basic EPS:
Income from continuing operations
Less: preferred dividend requirements
Noncontrolling interest adjustments
Income from continuing operations available to common shareholders
Loss from discontinued operations
Noncontrolling interest adjustments
Loss from discontinued operations available to common shareholders
Net loss available to common shareholders
Diluted EPS:
Income from continuing operations available to common shareholders
Effect of dilutive securities:
Share options
Income from continuing operations available to common shareholders
Loss from discontinued operations available to common shareholders
Net loss available to common shareholders
$
$
$
$
$
$
$
$
$
34,524
(30,206)
(230)
4,088
(46,430)
20,143
(26,287)
(22,199)
36,122
$
0.12
36,122
36,122
$
$
(0.73)
(0.61)
4,088
36,122
—
4,088
(26,287)
(22,199)
113
36,235
36,235
36,235
$
$
$
0.12
(0.73)
(0.61)
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 years ended December 31, 2011, 2010 and 2009 because the effect is anti-dilutive.
As of January 1, 2009, the Company’s nonvested share awards are considered participating securities and are included
in the calculation of earnings per share under the two-class method as required by the Earnings Per Share Topic of the
FASB ASC. The Company issues restricted share units to its non-employee trustees. The restricted share units are
entitled to receive dividend payments from the date of grant and are therefore considered participating securities under
the two-class method. As such, the weighted average shares used in the computation of basic earnings per share include
the nonvested restricted share units.
18. Equity Incentive Plan
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 December 31, 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 typically become exercisable at a rate of 25% per year over a four-
year period, however, this was typically at a rate of 20% per year over a five-year period for options granted prior to
2009. 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:
100
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Outstanding at December 31, 2008
Exercised
Granted
Forfeited
Outstanding at December 31, 2009
Exercised
Granted
Forfeited
Outstanding at December 31, 2010
Exercised
Granted
Forfeited
Outstanding at December 31, 2011
Number of
shares
911,117
(100,928)
422,093
(23,994)
1,208,288
(168,743)
39,438
(7,887)
1,071,096
(135,196)
70,266
(3,333)
1,002,833
$
$
$
$
Option price
per share
—
$
—
—
—
—
—
—
$
—
—
—
—
—
$
$
14.00
14.13
18.18
18.18
14.00
14.00
36.56
18.18
16.05
18.18
45.73
16.05
18.18
Weighted avg.
exercise price
34.07
14.13
18.36
32.73
30.27
20.91
38.23
34.70
32.00
21.96
46.19
16.05
34.41
65.50
14.13
19.41
60.03
65.50
42.46
44.98
60.03
65.50
42.46
47.77
16.05
65.50
$
$
$
$
The weighted average fair value of options granted was $9.29, $7.27 and $2.68 during 2011, 2010 and 2009, respectively.
The intrinsic value of stock options exercised was $2.9 million, $3.5 million, and $1.9 million during the years ended
December 31, 2011, 2010 and 2009, respectively.
At December 31, 2011, stock-option expense to be recognized in future periods was $0.9 million as follows (in
thousands):
Year:
2012
2013
2014
Total
Amount
$
$
542
221
151
914
The following table summarizes outstanding options at December 31, 2011:
Exercise price range
$ 18.18 - 19.99
20.00 - 29.99
30.00 - 39.99
40.00 - 49.99
50.00 - 59.99
60.00 - 65.50
Options
outstanding
Weighted avg.
life remaining
Weighted avg.
exercise price
Aggregate intrinsic
value (in thousands)
310,807
172,304
96,303
310,066
10,000
103,353
1,002,833
7.1
1.2
4.1
5.7
6.4
5.0
5.1
$
34.41
$
11,992
The following table summarizes exercisable options at December 31, 2011:
Exercise price range
$ 18.18 - 19.99
20.00 - 29.99
30.00 - 39.99
40.00 - 49.99
50.00 - 59.99
60.00 - 65.50
Options
outstanding
Weighted avg.
life remaining
Weighted avg.
exercise price
Aggregate intrinsic
value (in thousands)
110,679
172,304
72,189
209,978
10,000
84,686
659,836
7.1
1.2
2.8
4.5
6.4
5.1
4.0
101
$
36.51
$
6,746
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Nonvested Shares
A summary of the Company’s nonvested share activity and related information is as follows:
Number of
shares
Weighted avg.
grant date
fair value
Weighted avg.
life remaining
Outstanding at December 31, 2010
372,308
$
Granted
Vested
137,020
(158,465)
Outstanding at December 31, 2011
350,863
$
33.89
45.85
34.90
38.11
0.77
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 was $7.3 million, $5.0
million and $2.8 million for the years ended December 31, 2011, 2010 and 2009, respectively. At December 31, 2011,
unamortized share-based compensation expense related to nonvested shares was $5.5 million and will be recognized
in future periods as follows (in thousands):
Year:
2012
2013
2014
$
$
Total
Amount
2,956
1,714
836
5,506
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
$
Granted
Vested
10,519
(10,506)
Outstanding at December 31, 2011
10,519
$
44.98
47.77
44.98
47.77
0.36
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 December 31, 2011, unamortized share-based compensation expense related to restricted
share units was $167 thousand which will be recognized in 2012.
19. Related Party Transactions
In 2000, the Company loaned an aggregate of $3.5 million to Company executives. During July of 2008, a former
executive paid to the Company the $1.6 million of principal on his loan. During December 2011, this former executive
paid to the Company the remaining $1.7 million accrued interest due on his loan. During 2010, the Company’s Chief
Executive Officer and Chief Operating Officer paid off their loan balances and related accrued interest receivable
totaling $3.3 million by delivering 86,056 common shares to the Company. Additionally during 2010, one of the
Company’s former executives paid off his loan balance and related accrued interest totaling $545 thousand. Interest
income from these loans totaled $93 thousand, $153 thousand and $315 thousand for the years ended December 31,
2011, 2010 and 2009, respectively. At December 31, 2011, these loans were paid in full. At December 31, 2010,
accrued interest receivable on these loans, included in other assets in the accompanying consolidated balance sheets
102
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
was $1.7 million.
In 2008, Donald Brain, the brother of the Company’s Chief Executive Officer, acquired a 33.33% interest in the
Company’s partner in VinREIT, Global Wine Partners (U.S.), LLC (GWP). The Company’s Board of Trustees was
informed of Donald Brain’s acquisition of such interest, and affirmed VinREIT’s business relationship with GWP. There
was no modification to the operating agreement of VinREIT, and future amendments or modifications to the operating
agreement or relationship with GWP will require the Board of Trustee’s approval.
20. Operating Leases
Most of the Company’s rental properties are leased under operating leases with expiration dates ranging from 1 to 36
years. Future minimum rentals on non-cancelable tenant operating leases at December 31, 2011 are as follows (in
thousands):
Year:
2012
2013
2014
2015
2016
Thereafter
Total
Amount
227,966
219,475
203,219
199,682
187,735
1,101,047
2,139,124
$
$
The Company leases its executive office from an unrelated landlord. Rental expense totaled approximately $463
thousand, $408 thousand and $363 thousand for the years ended December 31, 2011, 2010 and 2009, respectively, and
is included as a component of general and administrative expense in the accompanying consolidated statements of
income. Future minimum lease payments under this lease at December 31, 2011 are as follows (in thousands):
Year:
2012
2013
2014
2015
2016
Thereafter
Total
Amount
392
408
434
454
358
—
2,046
$
$
21. Quarterly Financial Information (unaudited)
Summarized quarterly financial data for the years ended December 31, 2011 and 2010 are as follows (in thousands,
except per share data):
March 31
June 30
September 30
December 31
2011:
Total revenue
Net income
Net income (loss) available to common
shareholders of Entertainment Properties
Basic net income (loss) per common share
Diluted net income (loss) per common share
$
73,618
41,733
34,179
0.73
0.73
$
$
74,438
2
(7,549)
(0.16)
(0.16)
$
75,995
35,563
25,749
0.55
0.55
77,608
37,968
31,940
0.68
0.68
103
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
March 31
June 30
September 30
December 31
2010:
Total revenue
Net income
Net income available to common shareholders
of Entertainment Properties Trust
Basic net income per common share
Diluted net income per common share
$
70,299
29,091
22,523
0.53
0.52
$
$
70,387
14,748
8,036
0.18
0.18
$
74,478
35,043
27,457
0.59
0.58
74,679
34,175
26,652
0.57
0.57
All periods have been adjusted to reflect the impact of the operating properties sold or disposed of during 2011 and
2010, which are reflected as discontinued operations on the accompanying consolidated statements of income for the
years ended December 31, 2011, 2010 and 2009.
Certain reclassifications have been made to the prior period amounts to conform to the current period presentation.
22. Discontinued Operations
Included in discontinued operations for the years ended December 31, 2011 and 2010 are the operations of Toronto
Dundas Square which was purchased out of receivership on March 4, 2010 and subsequently sold on March 29, 2011.
Included in discontinued operations for the years ended December 31, 2011, 2010 and 2009 are the operations of the
Gary Farrell winery sold on April 28, 2011, the Pope Valley winery which was held for sale as of December 31, 2011
and the EOS Winery which was sold on September 20, 2011. In addition, included in discontinued operations for the
years ended December 31, 2010 and 2009 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 discontinued operations are as follows (in thousands):
Rental revenue
Tenant reimbursements
Other income
Mortgage and other financing income
Total revenue
Property operating expense
Other expense
General and administrative expense
Costs associated with loan refinancing or payoff
Interest expense, net
Transaction costs
Impairment charges
Depreciation and amortization
Loss before gain on sale or acquisition of real estate
Gain on sale or acquisition of real estate
Net income (loss)
Years ended December 31,
2011
2010
2009
5,220
2,409
277
4
7,910
3,114
328
—
225
(16)
—
8,941
2,160
(6,842)
19,545
12,703
$
$
18,743
9,305
32
5
28,085
14,977
308
2
4,236
5,689
7,270
—
8,068
(12,465)
8,287
(4,178)
$
$
11,594
2,874
57
—
14,525
6,907
425
45
—
7,184
—
40,076
6,318
(46,430)
—
(46,430)
$
$
Rental revenue above includes lease termination fees of $1.0 million that were recognized during the year ended
December 31, 2011 related to the sale of the Gary Farrel winery. Depreciation and amortization above includes
amortization expense related to in-place leases of $0.8 million and $2.7 million for the years ended December 31, 2011
104
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
and 2010, respectively. Rental revenue above also includes amortization expense related to above market leases of
$20 thousand and $200 thousand, respectively, for the years ended December 31, 2011 and 2010, respectively. There
was no amortization related to in-place leases or above-market leases included in discontinued operations for the year
ended December 31, 2009.
23. Other Commitments and Contingencies
As of December 31, 2011, the Company had one theatre development project and one retail development project under
construction for which it has agreed to finance the development costs. At December 31, 2011, the Company has
commitments to fund approximately $5.7 million of additional improvements which are expected to be funded in 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.
The Company has agreed to finance future development costs for three of its public charter school properties. At
December 31, 2011, the Company has commitments to fund approximately $10.8 million of additional improvements
for these properties which is expected to be funded in 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
properties to the operators at pre-determined rate upon completion of construction.
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 December 31, 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 December 31, 2011, the Company had seven 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.
105
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
24. 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 December 31, 2011 and 2010 and for the years
ended December 31, 2011, 2010 and 2009 (in thousands):
Condensed Consolidating Balance Sheet
As of December 31, 2011
Entertainment
Properties Trust
(Issuer)
Wholly Owned
Subsidiary
Guarantors
Non-
Guarantor
Subsidiaries
Consolidated
Elimination
Consolidated
$
Assets
Rental properties, net
Rental properties held for sale, net
Land held for development
Property under development
Mortgage notes and related accrued interest
receivable, net
Investment in a direct financing lease, net
Investment in joint ventures
Cash and cash equivalents
Restricted cash
Intangible assets, net
Deferred financing costs, net
Accounts receivable, net
Intercompany notes receivable
Notes receivable and related accrued interest
receivable, net
Investments in subsidiaries
Other assets
Total assets
Liabilities and Equity
Liabilities:
—
—
—
—
—
—
20,821
1,932
—
—
9,291
79
100,030
175
1,627,298
14,694
$
694,331
$ 1,124,845
$
—
—
18,295
323,794
233,619
—
302
9,871
—
6,512
6,051
—
—
—
3,453
4,696
184,457
4,466
1,303
—
4,232
12,391
9,441
4,485
2,724
28,875
3,788
4,840
—
4,020
—
—
—
—
—
—
—
—
—
—
—
$ 1,819,176
4,696
184,457
22,761
325,097
233,619
25,053
14,625
19,312
4,485
18,527
35,005
—
5,015
—
22,167
$ 2,733,995
—
(103,818)
—
(1,627,298)
—
$ (1,731,116)
$
1,774,320
$ 1,296,228
$ 1,394,563
Accounts payable and accrued liabilities
$
15,560
$
8,794
$
11,682
$
Dividends payable
Unearned rents and interest
Intercompany notes payable
Long-term debt
Total liabilities
Entertainment Properties Trust shareholders’
equity
Noncontrolling interests
Total equity
38,711
—
—
250,000
304,271
—
5,405
—
223,000
237,199
1,470,049
1,059,029
—
—
1,470,049
1,059,029
—
1,445
103,818
681,295
798,240
568,269
28,054
596,323
Total liabilities and equity
$
1,774,320
$ 1,296,228
$ 1,394,563
106
$
—
—
—
(103,818)
—
(103,818)
36,036
38,711
6,850
—
1,154,295
1,235,892
1,470,049
28,054
(1,627,298)
—
(1,627,298)
$ (1,731,116)
1,498,103
$ 2,733,995
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
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
Rental properties held for sale, net
Land held for development
Property under development
Mortgage notes and related accrued interest
receivable, net
Investment in a direct financing lease, net
Investment in joint ventures
Cash and cash equivalents
Restricted cash
Intangible assets, net
Deferred financing costs, net
Accounts receivable, net
Intercompany notes receivable
Notes receivable and related accrued interest
receivable, net
Investments in subsidiaries
Other assets
Total assets
Liabilities and Equity
Liabilities:
—
—
—
—
—
—
19,159
3,356
25
—
9,576
110
227,141
168
1,634,257
15,887
$
807,891
$ 1,212,300
$
—
—
—
6,432
184,457
5,967
305,404
226,433
—
1,116
7,287
29,829
5,011
9,067
—
—
—
3,625
—
—
2,851
7,304
8,967
5,815
5,784
30,637
28,649
4,959
—
4,003
—
—
—
—
—
—
—
—
—
—
—
$ 2,020,191
6,432
184,457
5,967
305,404
226,433
22,010
11,776
16,279
35,644
20,371
39,814
—
5,127
—
23,515
$ 2,923,420
—
(255,790)
—
(1,634,257)
—
$ (1,890,047)
$
1,909,679
$ 1,395,663
$ 1,508,125
Accounts payable and accrued liabilities
$
18,636
$
26,251
$
11,601
$
Dividends payable
Unearned rents and interest
Intercompany notes payable
Long-term debt
Total liabilities
Entertainment Properties Trust shareholders’
equity
Noncontrolling interests
Total equity
37,804
—
—
250,000
306,440
—
5,079
132,067
142,000
305,397
1,603,239
1,090,266
—
—
1,603,239
1,090,266
—
1,612
123,723
799,179
936,115
543,991
28,019
572,010
Total liabilities and equity
$
1,909,679
$ 1,395,663
$ 1,508,125
107
$
—
—
—
(255,790)
—
(255,790)
56,488
37,804
6,691
—
1,191,179
1,292,162
1,603,239
28,019
(1,634,257)
—
(1,634,257)
$ (1,890,047)
1,631,258
$ 2,923,420
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Condensed Consolidating Statement of Income
For the Year Ended December 31, 2011
Rental revenue
Tenant reimbursements
Other income
Mortgage and other financing income
Intercompany fee income
Interest income on intercompany notes
receivable
Total revenue
Equity in subsidiaries’ earnings
Property operating expense
Intercompany fee expense
Other expense
General and administrative expense
Costs associated with loan refinancing or
payoff, net
Interest expense, net
Interest expense on intercompany notes
payable
Transaction costs
Impairment charges
Depreciation and amortization
Income (loss) before equity in
income from joint ventures and
discontinued operations
Equity in income from joint ventures
Income (loss) from continuing
operations
Discontinued operations:
Interest income on intercompany
notes receivable
Interest expense on intercompany
notes payable
Income from discontinued
operations
Impairment charges
Gain on sale or acquisition of real
estate
Net income
Add: Net income attributable to
noncontrolling interests
Net income (loss) attributable to
Entertainment Properties Trust
Preferred dividend requirements
Series B preferred share redemption costs
Net income (loss) available to
common shareholders of
Entertainment Properties Trust
Entertainment
Properties
Trust
(Issuer)
$
—
—
94
416
2,726
16,665
19,901
111,301
—
—
—
—
—
20,069
—
1,403
—
1,062
Wholly
Owned
Subsidiary
Guarantors
82,072
$
1,545
8
54,689
—
Non-
Guarantors
Subsidiaries
143,959
$
16,420
1,681
775
—
Consolidated
Elimination
—
$
—
—
—
(2,726)
Consolidated
226,031
$
17,965
1,783
55,880
—
—
138,314
—
3,692
—
20
9,162
—
7,862
—
—
—
14,631
2,365
165,200
—
19,855
2,726
3,979
11,011
5,773
43,748
19,030
327
27,115
32,234
(19,030)
(21,756)
(111,301)
—
(2,726)
—
—
—
—
(19,030)
—
—
—
—
301,659
—
23,547
—
3,999
20,173
5,773
71,679
—
1,730
27,115
47,927
99,716
2,847
108,668
2,805
102,947
—
(598)
42
(111,301)
—
$
111,473
$
102,947
$
(556)
$ (111,301)
$
102,563
3,755
—
—
—
—
(3,755)
1,888
—
—
115,228
19,529
120,609
—
—
211
(8,941)
16
(9,270)
(3,755)
3,755
—
—
—
—
2,099
(8,941)
—
(111,301)
19,545
115,266
—
—
(38)
—
(38)
115,228
(28,140)
(2,769)
120,609
—
—
(9,308)
—
—
(111,301)
—
—
115,228
(28,140)
(2,769)
$
84,319
$
120,609
$
(9,308)
$ (111,301)
$
84,319
108
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Condensed Consolidating Statement of Income
For the Year Ended December 31, 2010
Rental revenue
Tenant reimbursements
Other income
Mortgage and other financing income
Intercompany fee income
Interest income on intercompany notes
receivable
Total revenue
Equity in subsidiaries’ earnings
Property operating expense
Intercompany fee expense
Other expense
General and administrative expense
Costs associated with loan refinancing or
payoff, net
Interest expense, net
Interest expense on intercompany notes
payable
Transaction costs
Provision for loan losses
Impairment charges
Depreciation and amortization
Income before equity in income
from joint ventures and
discontinued operations
Equity in income (loss) from joint
ventures
Income from continuing
operations
Discontinued operations:
Interest income on intercompany
notes receivable
Interest expense on intercompany
notes payable
Loss from discontinued operations
Transaction costs
Gain (loss) on sale or acquisition of
real estate
Net income
Add: Net loss attributable to
noncontrolling interests
Net income attributable to
Entertainment Properties Trust
Preferred dividend requirements
Net income available to
common shareholders of
Entertainment Properties Trust
Entertainment
Properties
Trust
(Issuer)
$
—
—
101
456
2,595
15,389
18,541
92,944
12
—
—
—
—
10,244
—
347
—
463
596
Wholly
Owned
Subsidiary
Guarantors
73,317
$
1,475
7
51,102
—
Non-
Guarantor
Subsidiaries
146,632
$
15,625
428
700
—
Consolidated
Elimination
—
$
—
—
—
(2,595)
Consolidated
$ 219,949
17,100
536
52,258
—
—
125,901
—
3,620
—
62
8,400
11,288
11,587
—
—
—
—
12,605
2,184
165,569
—
21,052
2,595
1,044
9,825
95
50,480
17,573
170
700
—
32,158
(17,573)
(20,168)
(92,944)
—
(2,595)
—
—
—
—
(17,573)
—
—
—
—
—
289,843
—
24,684
—
1,106
18,225
11,383
72,311
—
517
700
463
45,359
99,823
78,339
29,877
(92,944)
115,095
2,295
—
(157)
—
2,138
$
102,118
$
78,339
$
29,720
$
(92,944)
$ 117,233
12,756
—
1,000
(13,756)
—
—
—
—
—
114,874
—
114,874
(30,206)
(12,756)
(701)
(7,270)
9,023
66,635
—
66,635
—
(1,000)
(4,494)
—
(736)
24,490
1,819
26,309
—
13,756
—
—
—
(5,195)
(7,270)
—
(92,944)
8,287
113,055
—
1,819
(92,944)
—
114,874
(30,206)
$
84,668
$
66,635
$
26,309
$
(92,944)
$
84,668
109
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Condensed Consolidating Statement of Income
For the Year Ended December 31, 2009
Rental revenue
Tenant reimbursements
Other income
Mortgage and other financing income
Intercompany fee income
Interest income on intercompany notes
receivable
Total revenue
Equity in subsidiaries’ earnings
Property operating expense
Intercompany fee expense
Other expense
General and administrative expense
Costs associated with loan refinancing or
payoff, net
Interest expense, net
Interest expense on intercompany notes
payable
Transaction costs
Provision for loan losses
Impairment charges
Depreciation and amortization
Income before equity in income
from joint ventures and
discontinued operations
Equity in income from joint ventures
Income from continuing
operations
Discontinued operations:
Interest income on intercompany
notes receivable
Interest expense on intercompany
notes payable
Loss from discontinued operations
Impairment charges
Net income (loss)
Add: Net loss attributable to
noncontrolling interests
Net income (loss) attributable to
Entertainment Properties Trust
Preferred dividend requirements
Net income (loss) available to
common shareholders of
Entertainment Properties Trust
Entertainment
Properties
Trust
(Issuer)
$
—
—
92
1,057
2,345
21,026
24,520
1,144
—
—
—
—
—
(47)
—
194
18,000
—
405
7,112
895
Wholly
Owned
Subsidiary
Guarantors
51,838
$
1,656
5
41,959
—
Non-
Guarantor
Subsidiaries
141,178
$
13,782
2,736
1,983
—
Consolidated
Elimination
—
$
—
—
—
(2,345)
Consolidated
193,016
$
15,438
2,833
44,999
—
—
95,458
—
3,598
—
—
5,494
117
12,516
7,717
1,045
34,757
—
10,794
19,420
—
1,811
161,490
—
18,334
2,345
2,185
9,639
—
53,062
15,120
2,082
18,197
2,083
30,202
8,241
—
(22,837)
(25,182)
(1,144)
—
(2,345)
—
—
—
—
(22,837)
—
—
—
—
(1,144)
—
—
256,286
—
21,932
—
2,185
15,133
117
65,531
—
3,321
70,954
2,083
41,401
33,629
895
$
8,007
$
19,420
$
8,241
$
(1,144)
$
34,524
—
—
—
—
8,007
—
—
2,000
(2,000)
—
—
—
—
19,420
(2,000)
(6,354)
(40,076)
(38,189)
2,000
—
—
(1,144)
—
(6,354)
(40,076)
(11,906)
—
19,913
—
19,913
8,007
(30,206)
19,420
—
(18,276)
—
(1,144)
—
8,007
(30,206)
$
(22,199)
$
19,420
$
(18,276)
$
(1,144)
$
(22,199)
110
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2011
Entertainment
Properties
Trust
(Issuer)
$
2,726
Wholly
Owned
Subsidiary
Guarantors
—
$
Non-
Guarantor
Subsidiaries
$
(2,726)
Consolidated
—
$
16,665
(12,924)
6,467
(603)
—
(2,773)
—
—
—
127,111
108,495
—
120,103
120,103
(41,795)
—
—
(18,391)
(2,113)
(35,385)
(132,067)
(174,548)
(16,665)
88,620
69,229
(10,777)
1,700
(1,197)
(1,297)
—
(22,541)
4,956
66,053
—
195,799
195,799
(53,175)
1,700
(3,970)
(19,688)
(2,113)
(57,926)
—
—
232,230
(404,299)
36,897
(135,172)
—
—
(58)
—
(58)
205,936
18,976
224,912
232,230
(198,421)
55,873
89,682
—
—
(396)
253
(80,030)
966
(3,070)
(157,844)
(240,121)
—
(1,424)
3,356
1,932
$
387,000
(306,000)
(3,330)
—
—
—
—
—
77,670
(166)
(814)
1,116
302
$
—
(119,859)
(5)
—
—
—
—
—
(119,864)
(151)
5,087
7,304
12,391
$
387,000
(425,859)
(3,731)
253
(80,030)
966
(3,070)
(157,844)
(282,315)
(317)
2,849
11,776
14,625
Intercompany fee income (expense)
Interest income (expense) on intercompany receivable/
payable
Net cash provided (used) by other operating activities
Net cash provided by operating activities
Investing activities:
Acquisition of rental properties and other assets
Proceeds from sale of real estate
Investment in unconsolidated joint ventures
Investment in mortgage notes receivable
Investment in a direct financing lease, net
Additions to property under development
Investment in intercompany notes payable
Advances to subsidiaries, net
Net cash provided (used) by investing
activities of continuing operations
Net cash used by other investing activities of
discontinued operations
Net proceeds from sale of real estate from
discontinued operations
Net cash provided (used) by investing
activities
Financing activities:
Proceeds from long-term debt facilities
Principal payments on long-term debt
Deferred financing fees paid
Net proceeds from issuance of common shares
Redemption of preferred shares
Impact of stock option exercises, net
Purchase of common shares for treasury
Dividends paid to shareholders
Net cash provided (used) by financing
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
$
111
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2010
Intercompany fee income (expense)
Interest income (expense) on intercompany receivable/
payable
Net cash provided by other operating activities
Net cash provided by operating activities
Investing activities:
Acquisition of rental properties and other assets
Investment in unconsolidated joint ventures
Cash paid related to Cappelli settlement
Investment in mortgage note receivable
Investment in a direct financing lease, net
Additions to property under development
Investment in intercompany notes payable
Advances to subsidiaries, net
Net cash provided (used) by investing
activities of continuing operations
Net cash used in investing activites of discontinued
operations
Net proceeds from sale of discontinued operations
Net cash provided (used) in investing
activites
Financing activities:
Proceeds from long-term debt facilities
Principal payments on long-term debt
Deferred financing fees paid
Net proceeds from issuance of common shares
Impact of stock option exercises, net
Proceeds from payment on shareholder loan
Purchase of common shares for treasury
Distributions paid to noncontrolling interests
Dividends paid to shareholders
Net cash provided (used) by financing
activities of continuing operations
Net cash used by financing activities of
discontinued operations
Entertainment
Properties
Trust
(Issuer)
$
2,595
Wholly
Owned
Subsidiary
Guarantors
—
$
Non-
Guarantor
Subsidiaries
$
(2,595)
Consolidated
—
$
28,145
4,206
34,946
(4,286)
(15,662)
3,483
—
—
—
(42,801)
(218,024)
(12,756)
99,172
86,416
(124,623)
—
—
(5,696)
(51,833)
(376)
38,072
188,298
(15,389)
77,013
59,029
—
180,391
180,391
(2,148)
(1,029)
(8,069)
—
—
(4,558)
4,729
29,726
(131,057)
(16,691)
(4,586)
(5,696)
(51,833)
(4,934)
—
—
(277,290)
43,842
18,651
(214,797)
—
—
(111,718)
—
(1,259)
7,456
(112,977)
7,456
(277,290)
(67,876)
24,848
(320,318)
245,725
—
(5,686)
141,134
(815)
281
(2,182)
—
(146,324)
524,500
(535,100)
(5,870)
—
—
—
—
—
—
—
(81,394)
(53)
—
—
—
—
10
—
770,225
(616,494)
(11,609)
141,134
(815)
281
(2,182)
10
(146,324)
232,133
(16,470)
(81,437)
134,226
—
(1,348)
(4,923)
(6,271)
Net cash provided (used) by financing
activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
232,133
—
(10,211)
13,567
(17,818)
286
1,008
108
(86,360)
324
(2,159)
9,463
127,955
610
(11,362)
23,138
$
3,356
$
1,116
$
7,304
$
11,776
112
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 2009
Intercompany fee income (expense)
Interest income (expense) on intercompany receivable/
payable
Net cash provided by other operating activities
Net cash provided by operating activities
Investing activities:
Acquisition of rental properties and other assets
Investment in unconsolidated joint ventures
Investment in mortgage notes receivable
Proceeds from mortgage note receivable paydown
Investment in promissory notes receivable
Proceeds from promissory note receivable
paydown
Additions to property under development
Investment in intercompany notes payable
Advances to subsidiaries, net
Entertainment
Properties
Trust
(Issuer)
$
2,345
Wholly
Owned
Subsidiary
Guarantors
—
$
Non-
Guarantor
Subsidiaries
Consolidated
$
(2,345)
$
21,026
1,868
25,239
(240)
(64)
—
—
—
—
—
(5,430)
(202,925)
(7,717)
67,403
59,686
(123,498)
—
(35,945)
—
—
—
—
—
219,931
(13,309)
79,546
63,892
(11,374)
(1,613)
—
3,512
(4,108)
1,000
(19,672)
5,430
(17,006)
—
—
148,817
148,817
(135,112)
(1,677)
(35,945)
3,512
(4,108)
1,000
(19,672)
—
—
Net cash provided (used) by investing
activities
(208,659)
60,488
(43,831)
(192,002)
Financing activities:
Proceeds from long-term debt facilities
Principal payments on long-term debt
Deferred financing fees paid
Net proceeds from issuance of common shares
Impact of stock option exercises, net
Purchase of common shares for treasury
Distributions paid to noncontrolling interests
Dividends paid to shareholders
Net cash provided (used) by financing
activities of continuing operations
Net cash used by financing activities of
discontinued operations
Net cash provided (used) by financing
activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period
—
—
(75)
284,965
(805)
(1,201)
—
(126,907)
128,000
(243,200)
(4,773)
—
—
—
—
—
4,006
(23,223)
(169)
—
—
—
(209)
—
132,006
(266,423)
(5,017)
284,965
(805)
(1,201)
(209)
(126,907)
155,977
(119,973)
(19,595)
16,409
—
—
(751)
(751)
155,977
—
(27,443)
41,010
(119,973)
(149)
52
56
(20,346)
732
447
9,016
15,658
583
(26,944)
50,082
Cash and cash equivalents at end of the period
$
13,567
$
108
$
9,463
$
23,138
113
ENTERTAINMENT PROPERTIES TRUST
Notes to Consolidated Financial Statements
December 31, 2011, 2010 and 2009
25. Subsequent Events
On January 5, 2012, the Company entered into a new $240 million five year term loan facility. The loan matures on
January 5, 2017. The facility is priced based on a grid related to the Company's senior unsecured credit ratings, with
pricing at closing of LIBOR plus 175 basis points. The Company also entered into interest rate swaps that fix the all-
in rate on this loan at 2.66% for 4 years. The new facility also contains an “accordion” feature allowing it to be increased
by up to an additional $110 million upon satisfaction of certain conditions. The net proceeds from this new term loan
facility were primarily utilized to reduce the outstanding balance of the Company's revolving credit facility to zero.
114
Entertainment Properties Trust
Schedule II - Valuation and Qualifying Accounts
December 31, 2011
Description
Reserve for Doubtful Accounts
Allowance for Loan Losses
Balance at
December 31, 2010
6,691,000
$
8,196,000
$
Additions
During 2011
Deductions
During 2011
837,000
—
$
(2,376,000)
—
Balance at
December 31, 2011
5,152,000
$
8,196,000
See accompanying report of independent registered public accounting firm.
Entertainment Properties Trust
Schedule II - Valuation and Qualifying Accounts
December 31, 2010
Description
Reserve for Doubtful Accounts
Allowance for Loan Losses
Balance at
December 31, 2009
4,910,000
$
71,972,000
$
Additions
During 2010
Deductions
During 2010
8,164,000
700,000
$
(6,383,000)
(64,476,000)
Balance at
December 31, 2010
6,691,000
$
8,196,000
See accompanying report of independent registered public accounting firm.
Entertainment Properties Trust
Schedule II - Valuation and Qualifying Accounts
December 31, 2009
Description
Reserve for Doubtful Accounts
Allowance for Loan Losses
Balance at
December 31, 2008
2,265,000
$
—
Additions
During 2009
Deductions
During 2009
$
4,559,000
71,972,000
$
(1,914,000)
—
Balance at
December 31, 2009
4,910,000
$
71,972,000
See accompanying report of independent registered public accounting firm.
115
Entertainment Properties Trust
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)
Initial cost
Description
Location
Encumbrance
Land
AmStar Cinemas 14
Oakview 24
First Colony 24
Huebner Oaks 24
Lennox Town Center 24
Mission Valley 20
Ontario Mills 30
Promenade 16
Studio 30
West Olive 16
Leawood Town Center 20
Gulf Pointe 30
South Barrington 30
Mesquite 30
Hampton Town Center 24
Pompano
Raleigh Grande 16
Paradise 24 and XD
Aliso Viejo Stadium 20
Boise Stadium 22
Mesquite Retail Center
Westminster Promenade
Westminster Promenade 24
Woodridge 18
Cary Crossroads Stadium 20
Starlight 20
Palm Promenade 24
Gulf Pointe Retail Center
Clearview Palace 12
Elmwood Palace 20
Hammond Palace 10
Houma Palace 10
Westbank Palace 16
Cherrydale
Forum 30
Olathe Studio 30
Livonia 20
Hoffman Center 22
Colonel Glenn 18
AmStar 16-Macon
Star Southfield Center
South Wind 12
Subtotals carried over to next page
Dallas, TX
Omaha, NE
Sugar Land, TX
San Antonio, TX
Columbus, OH
San Diego, CA
Ontario, CA
Los Angeles, CA
Houston, TX
Creve Coeur, MO
Leawood, KS
Houston, TX
South Barrington, IL
Mesquite, TX
Hampton, VA
Pompano Beach, FL
Raleigh, NC
Davie, FL
Aliso Viejo, CA
Boise, ID
Mesquite, TX
Westminster, CO
Westminster, CO
Woodridge, IL
Cary, NC
Tampa, FL
San Diego, CA
Houston, TX
Metairie, LA
Harahan, LA
Hammond, LA
Huoma, LA
Harvey, LA
Greenville, SC
Sterling Heights, MI
Olathe, KS
Livonia, MI
Alexandria, VA
Little Rock, AR
Macon, GA
Southfield, MI
Lawrence, KS
$
$
—
17,303
16,926
—
—
—
—
—
—
—
14,076
23,278
24,072
19,768
—
9,628
6,215
19,465
19,465
13,916
—
—
9,809
6,073
6,501
7,698
10,221
—
5,132
9,836
3,742
3,849
6,842
3,528
11,974
8,553
9,793
9,836
9,540
5,927
—
4,382
317,348
$
3,060
5,215
—
3,006
—
—
5,521
6,021
6,023
4,985
3,714
4,304
6,577
2,912
3,822
6,771
2,919
2,000
8,000
—
3,119
6,204
5,850
9,926
3,352
6,000
7,500
3,653
—
5,264
2,404
2,404
4,378
1,660
5,975
4,000
4,500
—
3,858
1,982
8,000
1,500
$ 166,379
Buildings,
Equipment
&
improvement
15,281
$
16,700
19,100
13,662
12,685
16,028
19,449
22,104
20,037
12,601
12,086
21,496
27,723
20,288
24,678
9,899
5,559
13,000
14,000
16,003
990
12,600
17,314
8,968
11,653
12,809
17,750
1,365
11,740
14,820
6,780
6,780
12,330
7,570
17,956
15,935
17,525
22,035
7,990
5,056
20,518
3,526
586,389
$
Additions
(Dispositions)
(Impairments)
Subsequent to
acquisition
$
$
5,931
59
67
—
—
—
—
—
—
—
43
76
98
72
88
3,545
—
8,512
—
—
—
9,509
—
—
155
1,152
—
686
—
—
(565)
—
—
60
3,400
2,360
—
—
—
—
5,688
—
40,936
Gross Amount at December 31, 2011
Buildings,
Equipment &
improvements
Total
Accumulated
depreciation
Date
acquired
Depreciation
life
$
$
21,212
16,759
19,167
13,662
12,685
16,028
19,449
22,104
20,037
12,601
12,129
21,572
27,821
20,360
24,766
13,444
5,559
21,512
14,000
16,003
990
22,108
17,314
8,968
11,808
13,961
17,750
2,296
11,740
14,820
6,780
6,780
12,330
7,630
21,356
18,296
17,525
22,035
7,990
5,056
26,206
3,526
628,135
$
$
24,272
21,973
19,167
16,668
12,685
16,028
24,970
28,125
26,060
17,586
15,843
25,876
34,398
23,272
28,588
20,215
8,479
23,512
22,000
16,003
4,109
28,313
23,164
18,894
15,160
19,961
25,250
5,704
11,740
20,084
8,619
9,184
16,708
9,290
27,331
22,296
22,025
22,035
11,848
7,038
34,206
5,026
793,705
$
$
(5,157)
(5,866)
(6,709)
(4,611)
(4,281)
(5,410)
(6,564)
(7,460)
(6,763)
(4,253)
(4,245)
(7,505)
(9,622)
(6,956)
(8,359)
(4,395)
(1,853)
(6,902)
(4,550)
(5,201)
(219)
(4,952)
(4,365)
(2,802)
(3,543)
(4,106)
(5,288)
(1,126)
(2,886)
(3,643)
(1,667)
(1,667)
(3,031)
(1,809)
(6,066)
(3,824)
(4,126)
(5,096)
(1,814)
(1,106)
(6,899)
(757)
(187,454)
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
11/97
02/98
03/98
04/98
06/98
08/98
08/98
11/98
12/98
12/98
01/99
12/01
06/99
06/99
12/99
06/99
02/00
05/00
03/02
03/02
03/02
03/02
03/02
06/02
06/02
06/02
08/02
10/02
12/02
03/03
05/03
06/03
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
Land
$
3,060
5,214
—
3,006
—
—
5,521
6,021
6,023
4,985
3,714
4,304
6,577
2,912
3,822
6,771
2,920
2,000
8,000
—
3,119
6,205
5,850
9,926
3,352
6,000
7,500
3,408
—
5,264
1,839
2,404
4,378
1,660
5,975
4,000
4,500
—
3,858
1,982
8,000
1,500
$165,570
116
Description
Location
Encumbrance
Land
Entertainment Properties Trust
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)
Initial cost
Gross Amount at December 31, 2011
Buildings,
Equipment
&
improvement
586,389
$
97,696
10,534
9,971
—
15,934
18,143
45,185
16,565
21,702
29,168
27,088
900
11,177
10,318
11,729
8,830
8,043
7,047
35,016
11,467
8,230
4,565
7,733
5,994
3,810
6,185
11,613
3,910
12,204
14,825
6,899
12,153
14,802
12,216
15,099
—
5,724
11,156
—
—
Additions
(Dispositions)
(Impairments)
Subsequent to
acquisition
$
40,936
372
(2,447)
6,401
—
—
—
31,859
—
19,082
4,740
23,636
114
—
—
1,015
320
2,432
—
3,529
—
—
—
2,432
1,501
—
—
—
—
—
—
—
1,925
—
—
—
11,499
17,870
—
—
(586)
Land
$165,570
6,100
1,000
4,471
7,985
4,276
4,869
12,389
4,446
14,957
12,389
16,166
4,033
2,948
—
5,000
3,817
2,001
1,650
16,584
2,799
1,836
1,481
1,978
5,251
2,641
2,178
7,600
2,542
—
8,028
1,305
—
3,508
5,125
5,316
—
721
6,486
1,596
2,197
317,348
62,338
7,522
—
—
14,091
15,754
31,792
14,376
17,370
25,982
20,832
—
—
8,341
13,478
—
10,518
7,098
32,568
11,600
—
4,679
9,494
—
4,594
5,952
10,827
4,455
—
15,643
—
—
—
—
—
10,635
—
—
—
—
$ 166,379
6,100
1,000
3,382
7,985
4,276
4,869
12,389
4,446
11,375
12,389
12,585
3,919
2,948
—
5,000
3,817
2,001
1,650
16,584
2,799
1,836
1,481
1,978
5,108
2,641
2,178
7,600
2,542
—
8,028
1,305
—
3,508
5,125
5,316
—
1,015
6,486
1,596
2,783
Buildings,
Equipment &
improvements
Total
Accumulated
depreciation
Date
acquired
Depreciation
life
$
$
$
628,135
98,068
8,087
15,283
—
15,934
18,142
77,045
16,564
37,202
33,908
47,143
900
11,177
10,318
12,744
9,150
10,475
7,047
38,545
11,466
8,231
4,565
10,165
7,352
3,811
6,185
11,613
3,910
12,204
14,824
6,898
14,078
14,801
12,216
15,099
11,499
23,888
11,156
—
—
9,200
793,705
104,168
9,087
19,754
7,985
20,210
23,011
89,434
21,010
52,159
46,297
63,309
4,933
14,125
10,318
17,744
12,967
12,476
8,697
55,129
14,265
10,067
6,046
12,143
12,603
6,452
8,363
19,213
6,452
12,204
22,852
8,203
14,078
18,309
17,341
20,415
11,499
24,609
17,642
1,596
2,197
13,075
(187,454)
(22,810)
(1,711)
(1,072)
—
(3,087)
(3,515)
(13,667)
(3,209)
(6,236)
(6,397)
(9,685)
(435)
(2,072)
(1,929)
(2,266)
(1,601)
(1,733)
(1,219)
(6,205)
(1,959)
(1,336)
(742)
(1,512)
(1,804)
(579)
(941)
(1,990)
(595)
(1,754)
(2,131)
(977)
(1,936)
(1,974)
(1,552)
(1,887)
(1,437)
(5,135)
(1,278)
—
—
n/a
10/03
11/03
11/03
12/03
03/04
03/04
03/04
03/04
03/04
03/04
03/04
07/04
07/04
07/04
11/04
12/04
12/04
02/05
03/05
03/05
06/05
06/05
09/05
11/05
12/05
12/05
12/05
12/05
03/06
03/06
04/06
07/06
08/06
11/06
12/06
12/06
04/07
05/07
07/07
05/05
n/a
40 years
40 years
40 years
n/a
40 years
40 years
40 years
40 years
40 years
40 years
40 years
15 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
n/a
n/a
(2,635)
08/07
40 years
Subtotal from previous page
New Roc City
Columbiana Grande Stadium 14
Harbour View Marketplace
Cobb Grand 18
Deer Valley 30
Hamilton 24
Kanata Entertainment Centrum
Mesa Grand 14
Mississauga Entertainment
Oakville Entertainment Centrum
Whitby Entertainment Centrum
Cantera Retail Shops
Grand Prairie 18
The Grand 16-Layafette
North East Mall 18
Avenue 16
The Grand 18-D'lberville
Mayfaire Stadium 16
Burbank Village
East Ridge 18
The Grand 14-Conroe
Washington Square 12
The Grand 18-Hattiesburg
Mad River Mountain
Arroyo Grand Staduim 10
Auburn Stadium 10
Manchester Stadium 16
Modesto Stadium 10
Columbia 14
Firewheel 18
White Oak Stadium 14
The Grand 18 - Winston Salem
Valley Bend 18
Cityplace 14
Pensacola Bayou 15
The Grand 16-Slidell
Rack and Riddle
The Grand 16 - Pier Park
Austell Promenade
Savannah
Cosentino Wineries
$
n/a
New Rochelle, NY
Columbia, SC
Suffolk, VA
Hialeah, FL
Phoenix, AZ
Hamilton, NJ
Kanata, ON
Mesa, AZ
Mississagua, ON
Oakville, ON
Whitby, ON
Warrenville, IL
Peoria, IL
Lafayette, LA
Hurst, TX
Melbourne, FL
D'Iberville, MS
Wilmington, NC
Burbank, CA
Chattanooga, TN
Conroe, TX
Indianapolis, IN
Hattiesurg, MS
Bellfontaine, OH
Arroyo Grande, CA
Auburn, CA
Fresno, CA
Modesto, CA
Columbia, MD
Garland, TX
Garner, NC
Winston Salem, NC
Huntsville, AL
Kalamazoo, MI
Pensacola, FL
Slidell, LA
Hopland, CA
Panama City Beach, FL
Austell, GA
Austell, GA
Pope Valley, Lockeford
and Clements, CA
Subtotals carried over to next page
$
677,287
$ 351,668
$
1,153,451
$
161,024
$357,114
$
1,309,028
$ 1,666,142
$
(310,457)
117
—
5,249
13,431
(5,606)
3,875
Description
Subtotal from previous page
Stadium 14 Cinema
The Grand 18 - Four Seasons
Stations
Crotched Mountain
Buena Vista Winery & Vineyards
Columbia Winery
Geyser Peak Winery & Vineyards
Glendora 12
Harbour View Station
Carneros Vintners Custom Crush
Ann Arbor 20
Buckland Hills 18
Buckland Hills 18
Davenport 18
Fairfax Corner 14
Flint West 14
Hazlet 12
Huber Heights 16
North Haven 12
Preston Crossing 16
Ritz Center 16
Stonybrook 20
The Greene 14
West Springfield 15
Western Hills 14
Hollywood Movies 20
Movies 10
Movies 14
Movies 14-Mishawaka
Movies 16
Redding 14
Tinseltown
Tinseltown 15
Tinseltown 20
Tinseltown 290
Tinseltown USA 20
Tinseltown USA and XD
Location
n/a
Kalispell, MT
Greensboro, NC
Bennington, NH
Sonoma, CA
Sunnyside, WA
Geyserville, CA
Glendora, CA
Suffolk, VA
Sonoma, CA
Ypsilanti, MI
Manchester, CT
Centreville, VA
Davenport, IA
Fairfax, VA
Flint, MI
Hazlet, NJ
Huber Heights, OH
North Haven, CT
Okolona, KY
Voorhees, NJ
Louisville, KY
Beaver Creek, OH
West Springfield, MA
Cincinnati, OH
Pasadena, TX
Plano, TX
McKinney, TX
Mishawaka, IN
Grand Prarie, TX
Redding, CA
Pueblo, CO
Beaumont, TX
Pflugerville, TX
Houston, TX
El Paso, TX
Colorado Springs, CO
Subtotals carried over to next page
$
Entertainment Properties Trust
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)
Initial cost
Encumbrance
Land
$
677,287
—
$ 351,668
2,505
Buildings,
Equipment
&
improvement
1,153,451
$
7,323
Additions
(Dispositions)
(Impairments)
Subsequent to
acquisition
Gross Amount at December 31, 2011
Buildings,
Equipment &
improvements
Land
Total
Accumulated
depreciation
Date
acquired
Depreciation
life
$
161,024
—
$357,114
2,505
$
1,309,028
7,323
$ 1,666,142
9,828
$
(310,457)
(793)
n/a
08/07
—
—
—
(10,131)
(525)
(7,879)
—
2,753
(149)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
145,093
404
25,634
97
11,686
—
3,298
2,772
4,716
3,628
3,628
3,599
2,630
1,270
3,719
970
5,442
5,379
1,723
4,979
1,578
2,540
1,361
2,951
1,052
1,917
2,399
1,873
2,044
2,238
1,065
4,356
4,109
4,598
4,134
$483,408
$
12,606
—
26,367
5,820
29,686
10,588
11,917
9,874
227
11,474
1,769
6,068
11,791
1,723
4,716
3,892
1,061
3,311
9,615
6,567
6,630
3,755
1,741
10,684
1,968
3,318
5,454
3,246
4,500
5,162
11,669
11,533
9,739
13,207
11,220
1,589,249
12,606
(1,287)
11/07
404
52,001
5,917
41,372
10,588
15,215
12,646
4,943
15,102
5,397
9,667
14,421
2,993
8,435
4,862
6,503
8,690
11,338
11,546
8,208
6,295
3,102
13,635
3,020
5,235
7,853
5,119
6,544
7,400
12,734
15,889
13,848
17,805
15,354
$ 2,072,657
$
—
(6,661)
(625)
(3,903)
(838)
(2,076)
(620)
(11)
(574)
(88)
(303)
(590)
(86)
(236)
(195)
(53)
(166)
(481)
(328)
(332)
(188)
(87)
(401)
(74)
(124)
(205)
(122)
(169)
(194)
(438)
(432)
(365)
(495)
(421)
(334,418)
02/08
06/08
06/08
06/08
10/08
06/09
10/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
12/09
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
06/10
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
677,287
—
404
30,405
113
14,353
—
3,256
2,772
4,716
3,628
3,628
3,599
2,630
1,270
3,719
970
5,442
5,379
1,723
4,979
1,578
2,540
1,361
2,951
1,052
1,917
2,399
1,873
2,044
2,238
1,065
4,356
4,109
4,598
4,134
$ 485,374
$
12,606
—
31,728
6,330
34,899
10,588
9,206
10,023
227
11,474
1,769
6,068
11,791
1,723
4,716
3,891
1,061
3,311
9,614
6,567
6,630
3,755
1,741
10,684
1,968
3,319
5,454
3,245
4,500
5,162
11,669
11,533
9,739
13,207
11,220
1,442,192
$
118
n/a
40 years
40 years
n/a
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
Entertainment Properties Trust
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)
Initial cost
Description
Location
Encumbrance
Land
$
n/a
Virginia Beach, VA
Hooksett, NH
Saco, ME
Merrimack, NH
Westbrook, ME
Baton Rouge, LA
Highlands Ranch, CO
Goodyear, AZ
Gilbert, AZ
Phoenix, AZ
Loveland, CO
Northbrook, IL
Subtotal from previous page
Beach Movie Bistro
Cinemagic & IMAX in Hooksett
Cinemagic & IMAX in Saco
Cinemagic in Merrimack
Cinemagic in Westbrook
Mentorship Academy
Ben Franklin Academy
Bradley Academy of Excellence
American Leadership Academy
Champions School
Loveland Classical
Pinstripes
Development property
Land held for development
Unsecured revolving credit
facility
Senior unsecured notes payable
677,287
—
—
—
4,008
—
—
—
—
—
—
—
—
—
—
223,000
250,000
$ 485,374
—
2,639
1,508
3,160
2,273
996
—
765
2,580
1,253
1,494
—
22,761
184,457
—
—
Buildings,
Equipment
&
improvement
1,442,192
$
1,736
11,605
3,826
5,642
7,119
5,678
7,235
6,505
6,700
4,229
3,858
7,025
—
—
—
—
Additions
(Dispositions)
(Impairments)
Subsequent to
acquisition
$
145,093
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Gross Amount at December 31, 2011
Buildings,
Equipment &
improvements
$
1,589,249
1,736
11,604
3,825
5,642
7,119
5,678
7,236
6,505
5,524
4,229
3,857
7,027
—
—
—
—
Land
$483,408
—
2,639
1,508
3,160
2,273
996
—
765
2,580
1,253
1,494
—
22,761
184,457
—
—
Total
$ 2,072,657
1,736
14,243
5,333
8,802
9,392
6,674
7,236
7,270
8,104
5,482
5,351
7,027
22,761
184,457
Accumulated
depreciation
Date
acquired
Depreciation
life
$
(334,418)
(101)
(242)
(80)
(118)
(148)
(81)
(45)
(41)
(41)
(25)
(23)
(72)
—
—
n/a
12/10
03/11
03/11
03/11
03/11
03/11
04/11
04/11
06/11
06/11
06/11
07/11
n/a
n/a
n/a
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
40 years
n/a
n/a
—
—
—
—
n/a
n/a
n/a
n/a
Total
$
1,154,295
$ 709,260
$
1,513,350
$
145,093
$707,294
$
1,659,231
$ 2,366,525
$
(335,435)
119
Entertainment Properties Trust
Schedule III - Real Estate and Accumulated Depreciation (continued)
Reconciliation
(Dollars in thousands)
December 31, 2011
Real Estate:
Reconciliation:
Balance at beginning of the year
Acquisition and development of rental properties during the year
Disposition of rental properties during the year
Impairment of rental properties during the year
Balance at close of year
Accumulated Depreciation
Reconciliation:
Balance at beginning of the year
Depreciation during the year
Disposition of rental properties during the year
Balance at close of year
See accompanying report of independent registered public accounting firm.
$
$
$
$
2,514,115
115,284
(226,918)
(35,956)
2,366,525
297,068
45,604
(7,237)
335,435
120
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. 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 that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective
to ensure 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, 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 errors and 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 fourth 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.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in Internal Control–Integrated Framework, our management concluded
that our internal control over financial reporting was effective as of December 31, 2011. KPMG, LLP, the independent
registered public accounting firm that audited the consolidated financial statements included in this Annual Report on
Form 10-K, has issued an attestation report on our internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements, errors or fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of or compliance with
the policies or procedures may deteriorate.
121
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders
Entertainment Properties Trust:
We have audited Entertainment Properties Trust’s (the Company) internal control over financial reporting as of
December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Entertainment Properties Trust as of December 31, 2011 and 2010, and the
related consolidated statements of income, changes in equity, comprehensive income, and cash flows for each of the
years in the three-year period ended December 31, 2011, and our report dated February 24, 2012 expressed an
unqualified opinion on those consolidated financial statements.
Kansas City, Missouri
February 24, 2012
Item 9B. Other Information
None.
122
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Company’s definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 9, 2012 (the
“Proxy Statement”), contains under the captions “Election of Trustees”, “Company Governance”, “Executive Officers”,
and “Section 16(a) Beneficial Ownership Reporting Compliance” the information required by Item 10 of this Annual
Report on Form 10-K, which information is incorporated herein by this reference.
We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial
Officer, and all other officers, employees and trustees. The Code of Business Conduct and Ethics may be viewed on
our website at www.eprkc.com.
Item 11. Executive Compensation
The Proxy Statement contains under the captions “Election of Trustees”, “Executive Compensation”, and
“Compensation Committee Report”, the information required by Item 11 of this Annual Report on Form 10-K, which
information is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The Proxy Statement contains under the captions “Share Ownership” and “Equity Compensation Plan Information”
the information required by Item 12 of this Annual Report on Form 10-K, which information is incorporated herein by
this reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Proxy Statement contains under the caption “Transactions Between the Company and Trustees, Officers or their
Affiliates” the information required by Item 13 of this Annual Report on Form 10-K, which information is incorporated
herein by this reference.
Item 14. Principal Accounting Fees and Services
The Proxy Statement contains under the caption “Ratification of Appointment of Independent Registered Public
Accounting Firm” the information required by Item 14 of this Annual Report on Form 10-K, which information is
incorporated herein by this reference.
Item 15. Exhibits and Financial Statement Schedules
(1) Financial Statements:
PART IV
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2011 and 2010
Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and
2009
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, and 2009
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts
Schedule III – Real Estate and Accumulated Depreciation
Exhibits
The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Annual
Report on Form 10-K or incorporated by reference as indicated below.
(2)
(3)
123
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Dated:
February 24, 2012
Dated:
February 24, 2012
ENTERTAINMENT PROPERTIES TRUST
By
By
/s/ David M. Brain
David M. Brain, President and Chief Executive
Officer (Principal Executive Officer)
/s/ Mark A. Peterson
Mark A. Peterson, Senior Vice President, Chief Financial
Officer and Treasurer (Principal Financial Officer
and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature and Title
/s/ Robert J. Druten
Robert J. Druten, Chairman of the Board
/s/ David M. Brain
David M. Brain, President, Chief Executive Officer
(Principal Executive Officer) and Trustee
/s/ Mark A. Peterson
Mark A. Peterson, Senior Vice President, Chief Financial
Officer and Treasurer (Principal Financial Officer and
Principal Accounting Officer)
/s/ Jack A. Newman, Jr.
Jack A. Newman, Jr., Trustee
/s/ James A. Olson
James A. Olson, Trustee
/s/ Barrett Brady
Barrett Brady, Trustee
/s/ Peter Brown
Peter Brown, Trustee
Date
February 24, 2012
February 24, 2012
February 24, 2012
February 24, 2012
February 24, 2012
February 24, 2012
February 24, 2012
124
Subsidiary
Jurisdiction of Incorporation or Formation
Subsidiaries of the Company
EXHIBIT 21
3 Theatres, Inc.
30 West Pershing, LLC
655554 NB, Inc.
Atlantic - EPR I
Atlantic - EPR II
Burbank Village, Inc.
Burbank Village, LP
Cantera 30, Inc.
Cantera 30 Theatre, LP
CCC VinREIT, LLC
Crotched Mountain Properties, LLC
Domus Communities, LLC
DPRB VinREIT, LLC
ECS Douglas I, LLC
Educational Capital Solutions, LLC
EPR Canada, Inc.
EPR Hialeah, Inc.
EPR Metropolis Trust
EPR North Trust
EPR TRS Holdings, Inc.
EPR TRS I, Inc.
EPR TRS II, Inc.
EPR TRS III, Inc.
EPT 301, LLC
EPT 909, Inc.
EPT Aliso Viejo, Inc.
EPT Arroyo, Inc.
EPT Auburn, Inc.
EPT Biloxi, Inc.
EPT Boise, Inc.
EPT Chattanooga, Inc.
EPT Columbiana, Inc.
EPT Concord, LLC
EPR Concord II, LLC
EPT Crotched Mountain, Inc.
EPT Dallas, LLC
EPT Davie, Inc.
EPT Deer Valley, Inc.
EPT DownREIT II, Inc.
EPT DownREIT, Inc.
EPT East, Inc.
EPT Fontana, LLC
EPT Firewheel, Inc.
EPT First Colony, Inc.
EPT Fresno, Inc.
EPT Gulf Pointe, Inc.
EPT Hamilton, Inc.
EPT Hattiesburg, Inc.
Missouri
Missouri
New Brunswick
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
New Hampshire
Delaware
Delaware
Delaware
Delaware
Missouri
Missouri
Delaware
Delaware
Missouri
Missouri
Missouri
Missouri
Missouri
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Missouri
Delaware
Delaware
Delaware
Missouri
Missouri
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
EPT Huntsville, Inc.
EPT Hurst, Inc.
EPT Indianapolis, Inc.
EPT Kalamazoo, Inc.
EPT Kenner, LLC
EPT Lafayette, Inc.
EPT Lawrence, Inc.
EPT Leawood, Inc.
EPT Little Rock, Inc.
EPT Macon, Inc.
EPT Mad River, Inc.
EPT Manchester, Inc.
EPT Melbourne, Inc.
EPT Mesa, Inc.
EPT Mesquite, Inc.
EPT Modesto, Inc.
EPT Mount Attitash, Inc.
EPT Mount Snow, Inc.
EPT New England, LLC
EPT New Roc GP, Inc.
EPT New Roc, LLC
EPT Nineteen, Inc.
EPT Oakview, Inc.
EPT Pensacola, Inc.
EPT Pompano, Inc.
EPT Raleigh Theatres, Inc.
EPT Ski Properties, Inc.
EPT Slidell, Inc.
EPT South Barrington, Inc.
EPT Twin Falls, LLC
EPT Virginia Beach, Inc.
EPT Waterparks, Inc.
EPT White Plains, LLC
EPT Wilmington, Inc.
Flik Depositor, Inc.
Flik, Inc.
HGP VinREIT, LLC
Kanata Entertainment Holdings, Inc.
LCPV VinREIT, LLC
Megaplex Four, Inc.
Megaplex Nine, Inc.
Metropolis Entertainment Holdings, Inc.
Mississauga Entertainment Holdings, Inc.
Monster IV, Inc.
New Roc Associates, LP
Oakville Entertainment Holdings, Inc.
SBV VinREIT, LLC
Suffolk Retail, LLC
Sunny VinREIT, LLC
Tampa Veterans 24, Inc.
Tampa Veterans 24, LP
Theatre Sub, Inc.
VinREIT, LLC
WestCol Center, LLC
Delaware
Delaware
Delaware
Missouri
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Missouri
Delaware
Missouri
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Missouri
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
New Brunswick
Delaware
Missouri
Missouri
New Brunswick
New Brunswick
Delaware
New York
New Brunswick
Delaware
Delaware
Delaware
Delaware
Delaware
Missouri
Delaware
Delaware
WestCol Corp.
WestCol Holdings, LLC
WestCol Theatre, LLC
Westminster Promenade Owner's Association, LLC
Whitby Entertainment Holdings, Inc.
YongeDundas Signage Trust
Delaware
Delaware
Delaware
Colorado
New Brunswick
Delaware
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23
The Board of Trustees
Entertainment Properties Trust:
We consent to the incorporation by reference in the Registration Statements (Form
to the Dividend Reinvestment and Direct Shares Purchase Plan, Form
159465 pertaining to the 1997 Share Incentive Plan, Form
Plan, Form
pertaining
and Form S–8 No. 333–
pertaining to the 2007 Equity Incentive
as amended, pertaining to the shelf registration of 5,000,000 common shares and Form
for an undetermined amount of securities) of Entertainment Properties Trust of our reports dated
March 1, 2011, with respect to the consolidated balance sheets of Entertainment Properties Trust as of December 31,
2011 and 2010, and the related consolidated statements of income, changes in equity, comprehensive income, and cash
flows, for each of the years in the
period ended December 31, 2011, and the related financial statement
schedules II and III, and the effectiveness of internal control over financial reporting as of December 31, 2011, which
reports appear in the December 31, 2011 Annual Report on Form
of Entertainment Properties Trust.
Kansas City, Missouri
February 24, 2012
I, David M. Brain, certify that:
CERTIFICATION
EXHIBIT 31.1
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Entertainment Properties Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 24, 2012
/s/ David M. Brain
David M. Brain
President, Chief Executive Officer
(Principal Executive Officer)
I, Mark A. Peterson, certify that:
CERTIFICATION
EXHIBIT 31.2
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Entertainment Properties Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: February 24, 2012
/s/ Mark A. Peterson
Mark A. Peterson
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
EXHIBIT 32.1
I, David M. Brain, President and Chief Executive Officer of Entertainment Properties Trust (the “Issuer”), have executed this
certification for furnishing to the Securities and Exchange Commission in connection with the filing with the Commission of the
registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Report”). I hereby certify that, to the best
of my knowledge and belief:
(1)
(2)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Issuer.
/s/ David M. Brain
David M. Brain
President, Chief Executive Officer
(Principal Executive Officer)
Date: February 24, 2012
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
EXHIBIT 32.2
I, Mark A. Peterson, Senior Vice President and Chief Financial Officer of Entertainment Properties Trust (the “Issuer”), have
executed this certification for furnishing to the Securities and Exchange Commission in connection with the filing with the
Commission of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Report”). I hereby certify
that, to the best of my knowledge and belief:
(1)
(2)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Issuer.
/s/ Mark A. Peterson
Mark A. Peterson
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial
Officer and Principal Accounting Officer)
Date: February 24, 2012