-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I6iDDG6p/MwsOOnMtMI9Ut3XzTmgMCtqsX1b8RMBEpMrGAaq0v+XX37fnowI8xnF bjtyIsWwKeXPYGdT63aZrg== 0000950137-06-005231.txt : 20060502 0000950137-06-005231.hdr.sgml : 20060502 20060502110411 ACCESSION NUMBER: 0000950137-06-005231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060501 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT PROPERTIES TRUST CENTRAL INDEX KEY: 0001045450 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 431790877 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13561 FILM NUMBER: 06797845 BUSINESS ADDRESS: STREET 1: 30 PERSHING RD STREET 2: STE 301 CITY: KANSAS CITY STATE: MO ZIP: 64108 BUSINESS PHONE: 8164721700 MAIL ADDRESS: STREET 1: ONE KANSAS CITY PLACE STREET 2: 1200 MAIN STREET SUITE 3250 CITY: KANSAS CITY STATE: MO ZIP: 64105 8-K 1 c04865e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2006 ENTERTAINMENT PROPERTIES TRUST (Exact name of registrant as specified in its charter) Maryland 1-13561 43-1790877 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.
30 West Pershing Road, Suite 201, Kansas City, Missouri 64108 (Address of principal executive offices) (Zip Code)
(816) 472-1700 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 1, 2006, Entertainment Properties Trust announced its results of operations and financial condition for the first quarter ended March 31, 2006. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99 hereto. The information in this current report on 8-K, including the exhibit, is being furnished and shall not be deemed "filed" for the purposes of or otherwise subject to liabilities under Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.
Exhibit Number Description - ------- ----------- 99 Press Release, dated May 1, 2006
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENTERTAINMENT PROPERTIES TRUST Date: May 1, 2006 By /s/ Fred L. Kennon ------------------------------------- Fred L. Kennon Vice President, Treasurer and Chief Financial Officer INDEX TO EXHIBITS
Exhibit Description - ------- ----------- 99 Press Release, dated May 1, 2006
EX-99 2 c04865exv99.txt PRESS RELEASE EXHIBIT 99 ENTERTAINMENT PROPERTIES REPORTS RECORD FIRST QUARTER RESULTS Kansas City, MO, May 1, 2006 -- Entertainment Properties Trust (NYSE:EPR), today announced operating results for the first quarter ended March 31, 2006. The Company reported record quarterly revenues, net income and funds from operations (FFO). Total revenue increased 21% to $45.9 million for the first quarter compared to $37.9 million for the same quarter in 2005. Net income available to common shareholders for the first quarter increased 20% to $15.8 million compared to $13.2 million in the same quarter last year. Net income on a diluted per common share basis increased 17% to $0.61 per share from $0.52 per share in the same quarter last year. Funds from operations (FFO) increased 17% to $23.1 million from $19.7 million for the same quarter last year. FFO per diluted common share increased 16% to $0.89 per share from $0.77 per share for the same quarter last year. CAPITAL MARKETS During the first quarter of 2006, the Company obtained two non-recourse mortgage loans aggregating approximately $44 million in proceeds. Each of these loans is secured by an individual theatre property. The loans bear interest at 5.84% and mature in 2016. On February 2, 2006, the Company completed an offering of one million common shares at $41.25 per share. Subsequently, the underwriter exercised its over-allotment option to purchase an additional 150,000 shares, resulting in total proceeds to the Company, net of expenses, of approximately $46 million. On January 31, 2006, the Company amended and restated its secured revolving variable rate credit facility to increase the size of the facility to $200 million from $150 million and reduce the interest rate charged on the facility from rates ranging from LIBOR plus 175 to 250 basis points to LIBOR plus 130 to 175 basis points. The facility was also converted from a secured to an unsecured facility. The unsecured revolving variable rate credit facility has a three year term expiring in 2009 with a one year extension available at the Company's option. As a result of this amendment and restatement, the Company expensed certain unamortized financing costs, totaling approximately $673 thousand, in the first quarter of 2006. Also on February 10, 2006, the Company retired approximately $109 million in maturing mortgage notes, which had a weighted average interest rate of approximately 8.0% over the term of the loans. At the time of retirement, these notes had a weighted average interest rate of 7.4%. The proceeds of the offering and financings completed in 2006 were used to repay the maturing mortgage notes. PORTFOLIO HIGHLIGHTS On March 30, 2006, the Company acquired, through a wholly-owned subsidiary, two megaplex theatre properties in Garland, Texas and Columbia, Maryland. The Firewheel 18 and Columbia 14 are both operated by AMC and were acquired for a total cost of approximately $35.0 million. Both theatres are leased under long-term triple-net leases. The Company's theatre development program remains strong. As of March 31, 2006, the Company had six theatre development projects under construction for which it has agreed to either finance the development costs or purchase the theatre upon completion. These theatres are expected to have a total of 95 screens and their development costs are expected to be approximately $88.2 million. During the first quarter of 2006, the Company also invested $15.7 million in mortgage loan financing. An additional $7.7 million ($8.7 million Canadian) was provided for the purpose of developing a thirteen level entertainment retail center in downtown Toronto, Ontario, Canada on terms similar to the original mortgage loan. The Company also provided $8.0 million in mortgage loan financing for Crotched Mountain Ski Resort located in Bennington, New Hampshire. The loan bears an initial annual interest rate of 9.25% and provides for annual interest rate increases based on a formula dependent in part on increases in the Consumer Price Index (CPI). For the first three months of 2006, the Company's investments totaled $64.3 million. ENTERTAINMENT PROPERTIES TRUST CONSOLIDATED STATEMENTS OF INCOME (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED) THREE MONTHS ENDED MARCH 31, ------------------ 2006 2005 ------- ------- Rental revenue $39,130 $34,150 Tenant reimbursements 3,450 2,979 Other income 1,463 814 Mortgage financing interest 1,824 -- ------- ------- Total revenue 45,867 37,943 Property operating expense 4,770 3,864 Other operating expense 1,038 647 General and administrative expense, including share-based compensation of $625 and $483, respectively 2,481 1,733 Costs associated with loan refinancing 673 -- Interest expense, net 11,239 9,522 Depreciation and amortization 7,497 6,538 ------- ------- Income before gain on sale of land and income from joint ventures 18,169 15,639 Gain on sale of land 345 -- Equity in income from joint ventures 184 174 ------- ------- Net income $18,698 $15,813 Preferred dividend requirements (2,916) (2,606) ------- ------- Net income available to common shareholders $15,782 $13,207 ======= ======= Net income per common share: Basic $ 0.61 $ 0.53 ======= ======= Diluted $ 0.61 $ 0.52 ======= ======= Dividends per common share $0.6875 $0.6250 ======= =======
ENTERTAINMENT PROPERTIES TRUST RECONCILIATION OF NET INCOME AVAILABLE TO COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS (A) (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED MARCH 31, ---------------------------- 2006 2005 ------- ------- Net income available to common shareholders $15,782 $13,207 Add: Real estate depreciation and amortization 7,295 6,460 Add: Allocated share of joint venture depreciation 61 59 ------- ------- FFO available to common shareholders $23,138 $19,726 ======= ======= FFO per common share: Basic $ 0.90 0.79 Diluted 0.89 0.77 Shares used for computation (in thousands): Basic 25,690 24,975 Diluted 26,030 25,496 Other financial information: Straight-lined rental revenue $ 492 $ 512
(A) The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance and liquidity of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to Generally Accepted Accounting Principles (GAAP) net income available to common shareholders and earnings per share. FFO, as defined under the revised NAREIT definition and presented by us, is net income, computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating properties, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. FFO is a non-GAAP financial measure. FFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of the Company's operations or the Company's cash flows or liquidity as defined by GAAP. ENTERTAINMENT PROPERTIES TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
AS OF AS OF MARCH 31, 2006 DECEMBER 31, 2005 -------------- ----------------- (UNAUDITED) ASSETS Rental properties, net $1,318,783 $1,283,988 Property under development 22,101 19,770 Mortgage note and related accrued interest receivable 61,157 44,067 Investment in joint ventures 2,268 2,297 Cash and cash equivalents 5,788 6,546 Restricted cash 5,362 13,124 Intangible assets, net 10,159 10,461 Deferred financing costs, net 11,564 10,896 Other assets 28,662 23,016 ---------- ---------- Total assets $1,465,844 $1,414,165 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Common dividends payable $ 18,183 $ 15,770 Preferred dividends payable 2,916 2,916 Unearned rents 1,110 1,304 Accounts payable and accrued liabilities 8,167 7,928 Long-term debt 721,015 714,591 ---------- ---------- Total liabilities 751,391 742,509 Minority interest 5,102 5,235 Shareholders' equity 709,351 666,421 ---------- ---------- Total liabilities and shareholders' equity $1,465,844 $1,414,165 ========== ==========
ABOUT ENTERTAINMENT PROPERTIES TRUST Entertainment Properties Trust is a real estate investment trust (REIT) and is the largest owner of entertainment real estate in North America, owning megaplex movie theatre properties, entertainment retail centers and other specialty properties in metropolitan markets in the U.S. and Canada. Since November of 1997, EPR has acquired more than $1.4 billion of properties. The Company's common shares of beneficial interest trade on the New York Stock Exchange under the ticker symbol EPR. Entertainment Properties Trust Company contact: Jon Weis, 30 Pershing Road, Suite 201, Kansas City, Missouri 64108; 888/EPR-REIT; fax: 816/472-5794. The Company website is at www.eprkc.com. Safe Harbor Statement: This press release includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, identified by such words as "will be," "intend," "continue," "believe," "may," "expect," "hope," "anticipate," "goal", "forecast" or other comparable terms. The Company's actual financial condition, results of operations, funds from operations, or business may vary materially from those contemplated by such forward-looking statements and involve various risks and uncertainties. A discussion of the risks and uncertainties that could cause actual results to differ materially from those forward-looking statements is contained in the Company's SEC filings, including the Company's annual report on Form 10-K for the year ended December 31, 2005. Investors are cautioned not to place undue reliance on any forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----