Good day, ladies and gentlemen, and welcome to the Second Quarter 2012 Entertainment Properties Trust Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we’ll facilitate a question-and-answer session. (Operator Instructions) As a reminder, this conference is being recorded for replay purposes. I’d now like to turn the conference over to Mr. David Brian, President and Chief Executive Officer of Entertainment Properties Trust. You may proceed.

Thank you. Good afternoon all. Thank you for joining us. This is David Brian. I’ll read you our usual beginning preface that is, this afternoon, let me inform you the conference call may include forward-looking statements defined by the Private Securities Litigation Reform Act of ‘95, identified such words will be, intend, continue, believe, may, expect, hope, anticipate, or other comparable terms. The company’s actual financial conditions, results of operations may vary materially from those contemplated by such forward-looking statements and a discussion of factors could cause actual results to differ materially is contained in the company’s SEC filings, including the company’s report on Form 10-K for the year-ending December 31, 2011. All right. With that preface, I’ll say again good afternoon to you all. Thank you for joining us. This is the call from second quarter 2012, this is David Brian, the company’s CEO. And as usual, with me to go through the news of the quarter Greg Silvers, the company’s Chief Operating Officer.

Good afternoon.

And Mark Peterson our Chief Financial Officer.

Good afternoon.

We’ll start right away, I’ll remind you all as we do. Slides are available via eprkc.com there is a link there, the slides will help to follow along the content of the call. Also as I usually do with the headlines for Entertainment Properties Trust for the second quarter of 2012 and they are number one, the portfolio performance remains strong. Second, is meaningful progress on charter loss issues in public school portfolio. Third solid momentum in investment spending supporting 2012 investment guidance. Four rating agencies give EPR favorable reviews and fifth company performance on track to support increased earnings guidance for 2012. So those five I will go through them individually. I’ll turn to our first headline and that is portfolio performance remain strong. As usual we will update you on the primary metric of health for our largest investment property type cinemas and that is box office performance and just as we reported to you last time this major health our largest category of investment remains very strong and its performance for 2012 with both the quarter and year-to-date box office remains up nearly 10% over the same period last year. In connection with this industry report I want to also briefly address the recent tragedy at a theater in Colorado. I am sure that you just like us were horrified and stunned by the senseless violence endured by innocent people at a movie theater. We feel deeply for the victims but also want to remind you the entertainment and enjoyment brought to millions by the cinema. Movie going remains by far the largest form of out of home entertainment in America, as it has been for the entire 15 years of the existence of the company and well before. Every year in America alone hundreds of millions…

Thank you David. The second quarter of 2012 demonstrated our continued execution of our capital plan with approximately $80 million of capital spending in the quarter and additional commitments in our build-to-suit business. Along with the capital spending we have several updates to discuss across the various segments of our business. First in terms of performance, the box office has remained strong up approximately 10% at quarter end and it continues to sustain that level of performance. During the quarter we continued to execute our strategy of delivering eight to 10 theater build-to-suits. We previously announced six transactions and during the second quarter we entered into three additional theater transactions. Specifically we entered into a build-to-suit transaction with Regal Entertainment Group for the construction of a 14 screen theater at the promenade at Virginia Gateway. This is our second announced Regal build-to-suit and we’re excited about our growth with this tenant, second we entered into a build-to-suit agreement with Southern Theaters for the construction of a new 14 screen theater at the Esplanade Mall, a Simon mall located in Kenner Louisiana, a suburb of New Orleans and third we entered into a two theater transaction with Frank Theaters, a new tenant for properties located in North Carolina and West Virginia. The North Carolina property is an existing theater while the West Virginia property is a build-to-suit. Our total capital spend committed for these projects is approximately $35 million which combined with our $50 million of build-to-suit projects announced in the first quarter gives us nearly $85 million of theater projects announced year-to-date through the second quarter. We are pleased that we’ve entered into transactions involving nine theaters so far this year and are encouraged that this number will continue to grow with the balance of the year. Additionally, we are…

Thank you, Greg. I’d like to remind everyone on the call that our quarterly investor supplemental can be downloaded from our website. Now, turning to the first slide, I’m very pleased to report solid second quarter results. FFO for the quarter increased from $38.7 million to $43.1 million. FFO per share and FFOs adjusted per share were both $0.92 for the quarter, whereas $0.83 in the prior year, an increase of approximately 11%. For this first six months of the year, FFOs adjusted per share was $1.78, versus $1.66 in the prior year, an increase of approximately 7%. Before I walk to the key variances, I want to discus one gain that was excluded from FFO calculation this quarter. As Greg discussed, we continued to make progress towards selling our remaining vineyard and winery investments particularly with respect to unleased properties. During the quarter we completed the sale of approximately 50% of the vineyards at our Buena Vista property for $13 million and recognize a gain of $438,000. As a result of the sale the related operations of this property were reclassed into discontinued operations. As of June 30th, the carrying value of our remaining vineyard and winery assets was down to approximately $100 million. Now let me walk through the rest of the quarters results and explain the key variances from the prior year. Our total revenue increased 6% compared to the prior year to $78.9 million. In the revenue category, rental revenue increased by $3.2 million versus the prior year to $59.2 million and resulted primarily from new investments as well as base rent increases on existing properties. The second quarter is historically our lowest quarter for percentage rents based on the lease years of our tenants. Percentage rents for the quarter included in rental revenue was $100,000…

Thank you, Mark thank you Greg. As we go to questions, I want to share with you an additional thought to crystalize in our recent preparations for and discussions with the rating agencies. After nearly 15 years of 100% occupancy and never missing the schedule rent payment on a theater investment most of those skeptical at first have been willing to describe this multi-billion dollar investment focus as a full success. Interestingly, despite a comparable performance track record the same is not true for some of our other major areas of investment. Maybe this is due to our lack of clear and consistent communication. I want to take this occasion to draw attention to the fact that since our first ski property investments seven years ago in 2005. Now with hundreds of millions of dollars invested we have also experienced 100% occupancy and never missed a monthly payment on our ski and waterpark recreation property investments. Likewise in the category of eduction investments since our first charter public school investment in 2007 five years ago, again now with several hundred million dollars of investment value a 100% of all the properties have been leased and we’ve never missed a schedule around payment. I hope this and further presentation of our track record will build enthusiasm for these categories of investment just like there has been for our theater properties. And one final note and unfortunately a final note it is I regret to inform you of the untimely passing of a member of the EPR family. Jon Weis who is one of the founding employees of EPR in 1997 and served in a role that included responsibilities for investor communications for almost ten years and as a result many of you came to know died of a sudden cardiac issue earlier this month. Jon was only 46, he was a friend of mine and many of you as he was one of the genuinely nicest people you’ll ever meet. I felt that I needed to let you know of his passing and his absence in our future communications. With that I’ll turn it over to the operator, so we can open the line to questions.

Thank you. (Operator Instructions) Our first question is from the line of Anthony Paolone from JP Morgan. You may proceed.

Thank you and I am really sorry to hear about John, I had not heard about that.

Thank you Tony.

Thank you Tony.

My first question is on guidance and bumping it up a little bit and pointing to really going to where the higher end of the, your previous stand more or less. What really drove it could seems like kind of back half of the years about kind of aware most of the street and we were, is it just timing of deal flow because it seems like you’re absolute deal flow is about the same, like what do you think really drove it?

Well we beat this quarter by a penny largely driven by impart lower bad debt expense. So that’s part of it and then going forward I think its just been all the way maintained our investment spending guidance I think the mix and timing is little bit more favorable than we had originally planned.

Yeah, it tends to be more timing driven.

Many smaller things than one major thing to give you Tony.

Timing is probably the biggest thing our expectations for the remainder of the year or things were going to happen a little bit faster than originally anticipated.

What, your operating expenses sequentially and year-over-year, rolled down a bunch, what’s in there and what is back going from...

Yeah let me let me explain that. So they were down 1.3 million first let us do it versus the prior year. About 300,000 that is just property operating expenses are lower than a year ago and you’ll notice our tender reimbursements are lower by the same amount. So those things kind of fluctuate together with respect to property operating expenses. The big reason for the change, the other part of the change, the other $1 million of $1.3 million change is really driven by bad debt expense and let me break that down little bit for you. I mentioned we collected 400,000 from Ascentia at the closing of the sale of those brands and that was something we had previously reserved so that was an up of $400,000 as it related to that. I think the prior year quarter had $150,000 kind of one-time adjustment negatively so that’s another 150 and I think the remaining roughly 400,000 if I do my math right or $450,000 roughly is just due to better bad debt experienced across the portfolio and that’s a combination of wine entertainment retail centers et cetera. So it really breaks down in three components for that $1 million bad debt change.

Okay. And I know you talked to this though in terms of yields for your investment activity over the balance of the year, is that where do you peg that?

Yeah, what we said about 9 to 10% is we’re experiencing what we would anticipate continuing to experience totally for the balance of the year.

Yeah, okay. And then on this the observatory deal in Chicago can you just walk us through like how many how much square footage is that and coverage and just its something new to us, can you just maybe give us some details?

Sure, sure, it’s the observatory floor which breaks down to about 30,000 square foot play. The coverage is anticipated to begin at about 16, 17, and go over 20. It has this property has the underwriting of this candidly is about a 40 year history so there is a lot of history to underwrite a lot of different economic cycles and at the attendance metric that its showing which is consistently generating over 500,000 its comfortably in those coverage levels we think that Montparnasse given their history they operate observatories and both and at several locations in Europe and France and Germany they are actively looking at being part of some other assets in United States that they will actually enhance that they’ve proven that ability to do that. So Tony I mean we look at this is what it is, it’s fundamentally what we do admissions and concessions business like F&B and admissions and they, it looks like it’s a very strong cash flow generating. We were very excited about the amount of cash that they put forward into the deal and we’re highly anticipated them that kind of ending up at above the two whole coverage. We’ll need the floor of the building, yeah.

Okay. And do they, do they own it as a condoed out from the rest...

Yes it is it’s condoed out.

Okay. I understand.

It’s condoed out to be clear it’s condoed out and has its own separate elevator system. So including the elevator system as well.

Got it, okay. And then in terms of charter school staff with just a few more to go do you anticipate those getting done by the beginning of the school year and if they don’t dose they kind to put you off a year before it’s get addressed or it’s just way to next year before, some one else is going into space or something like that?

No I mean on the swaps ours is really just getting done with our underwriting. I think that, we have the properties that propose the collateral swab candidates that we are considering and we’re going through the third party as you can imagine what would be third party environmentals and property condition reports and like to get those process. On the assets that remain after that Tony there is still sub lease candidate that could begin even later this year and or also potentially start buildings that could just be sold and we can be paid off as a result.

But just remember Tony we’re going to be paid every month regardless. And if a if the somebody interested in not the 12-13 school year but the 13-14 year I mean we’re gong to get paid every month depending on regardless where they take it in September 12, or September 13.

Okay. Got it, yes. Thank you.

Thank you Tony.

Your next question is from the line of Craig Mailman from KeyBanc Capital Markets. You may proceed.

Hey guys I joined on the line from as well. Just one quick follow-on on the observatory. Did they have an early prepayment option on that or are you guys good on almost 11% for 20 years?

They have a prepayment on that and I think year ‘12 but I think that’s the earliest. And then it’s with a premium, so.

Okay. So, that rate is locked in for a while.

Yes.

As you look out at the sort of the $100 million of spending less to go, how much of that is going to be new investment you guys are going to identify versus just continued spending on products you’ve already identified.

Well I think the majority of it is probably going to be projects that are identified. We are going to have new, we have some new projects but as you can imagine we started nine theater built-to-suit projects. So we have school projects that have been started. We had several earlier announced in the first quarter. So there is a substantial amount of that those dollars that are already targeted.

Okay well, just to get a sense of what’s the pipeline of maybe theater built-to-suit you guys could start later this year and probably next year versus charter schools. Just trying to get sense of, what’s kind of behind spending that’s done this year?

Yeah I think you’ll see us, I think as we said at the beginning of the year that we said we’d 8 to 10 we’ve announced nine already. I think we would be at least hoping to start 3 to 5 additional projects that we have great visibility on and I think it’s part and that another additional number that large that we’re considering and looking at in the theater space. I think in the charter school space, I think you know starting for the balance of the year we could still have somewhere between six and eight schools that we are going to start.

So it’s somewhere slightly near about 100 million of potential additional projects.

That’s correct, this year, yeah.

Okay. And then just for Mark, I just want to circle back to your comments on 65 million of debt maturities for this year and kind of combined I believe that having outlined are you guys going to refinance the 65 million or are you going to take that on line and then turn out line later this year with may be another unsecured deal preferred kind of what’s the thinking on the capital, if you guys have at least another 100 million to sort of spend throughout the year makes up almost 300 million on the line?

Yeah, right, we start, we ended the quarter with 112 online as you mentioned and if you combine this sort of 150 million of acquisition spending and the 65 million of debt payoff that’s $215 million additionally use of that gets you line up 327 roughly I mean just doing the math. That fits in well with the bond a potential bond offering or some type of unsecured debt offering of at least 250 would be the expectation and then the nice thing is that that brings us to about 42% leverage if that’s all you did. We have the ability kind of flexibility and actually plan for some equity issuance, but not required to bring that back down to like 40%. And then additionally if we did some equity that brings down the balance to roughly zero, if we did some equities call it 80, 90 million of equity then we have the option if we so to desire to take up that 2013 debt additionally for 100 million and in that case I’d finish the line something like 100 million. So I have got quite a bit of flexibility both with respect to want to pay up the 100 million that’s due in February 2013 in this year, A, B, do I want to issue equity I’ve got flexibility there depending on the market conditions.

Yeah, so oops sorry, go ahead.

No, it’s just like we’re, we anticipate I think the short answer is that it was anticipated to be probably a dead issue, that replace those other dead amounts, without really increasing significantly the leverage of the company, so.

What do you guys think is the price today?

I don’t know, we continue to be disappointed with the trading level of our previous bond, but we know it trades very, very thinly and, but I think that’s something we just evaluate from time to time, I don’t have any speculation on that to give you.

Okay. And then just one quick last one, what level of capital raise is in guidance, sort of in the mid point of guidance, this 250 in the 89 million of equity or....

We always plan for 40% leverage, so if you think about you got $215 million uses and then you can think of that as sort of partially funded with equity and partially funded with debt depending on where I want my line balance to be. So, we’ve got, call it, 80 million to 100 million of equity in our plan. But again, not, we don’t have to hit that if we want to bring up our leverage a little bit higher by the end of the year.

But.....

On market conditions Craig, we don’t like our price, we’re comfortable with that 42% leverage?

Right.

Yeah, but, I know why both of them kind of come towards the end of the year unless investment spending really accelerates.

All right, well I mean, we have more......

Well, we have more flexibility on the debt, we kind of.....

Yeah, we kind of have 112 on the line and we’re going to continue to do acquisitions and developments. So, even if we hit one sooner than later, you could suffer a little bit of cash in the bank and that wouldn’t that big a deal, because we use it up pretty quickly.

Okay, great. Thank you.

Thank you, Craig.

And your next question comes from the line of Michael Bilerman from Citi. You may proceed.

Yeah. Just in terms of raising capital, do you have an ATM in place or you did as a market debt offering?

Well, we could go either direction. We do have a direct stock repurchase plan in place that we hit in the past. So we could do it that way or we could do it as an offering.

And then I guess what is, what sort of range of rate is taken for a bond deal, I know I mean you said your disappoints where the bonds are trading, the bonds are yielding, 58 right now, what if you better need like 5 in terms of the numbers?

Well, we hope for significant improvement, but that would probably be pretty aggressive, but I don’t think as low as five but inside where we are now but not as low as five.

Okay and then just in terms of the Hancock, what so the collateral itself is the conduit floor which they’ve purchased for 58. Is there do you have any corporate guarantee or any other?

Other guarantee as well so.

And that’s a corporate guarantee?

Yes.

And what can you tell us about sort of the corporate and their financial health?

Very strong and they operate both the Montparnasse observatory and other amusements and then the Berlin Observatory it’s a very like I said their ability to put $12 million of cash in this is demonstrated their capability and I think there if you go out and consider they’re one of the lead candidates for the new World Trade Center as well for their observatory. So they’re very well heeled.

Do you know what they’re sort of assets on balance sheet relative to debt is?

I do I just don’t know that we, I don’t know that I can just disclose that Michael, I can let me check with them and make sure and get back with you.

Okay in terms of the peak resorts loans coming during the ‘13, have you which had gotten extended per contract what is the current status of, whether that gets repaid or redone next year?

Well, we’ve had some discussions with them. My expectation would be at this point that they would that would be extended.

Under the same terms or would that get re-negotiated?

My guess is the most conservative thing I think we say they extended at the same terms because it’s a pretty fair, healthy rate. But we would have to, may we put some amortization on that or something, but right now I would just put it at the same terms for your modeling purposes.

And that coverage right now on that note is what?

We include that in all in our overall kind of coverage and put it into the overall payment plan. So when you see the 125 we just, we load at the property level coverage that’s 10.

So that loan has got 125 coverage?

No, that we do that at entity level, yes.

And entity level for peak?

I mean that there is no productivity on the land. So the coverage level that we took is a property coverage level.

Okay, in terms of the Imagine had they asked for I know that they can, that you’ve been loved have they asked for a rent reduction?

.

So that they never came up in any discussions?

That’s not.

Can you given an update on Concord and where things stand?

Sure, David.

Well, there is no really an update to give. We still I think we’ll announce when we have. We have the, option signed and progress underway. The revising the planning entitlements for consistent with that program and that’s it for now.

In terms of...

Let this option expire for big purchase and...

Oh that is I guess an update, we had these options did expire and we had to Mark we had to classify that on our...

Yeah, it’s roughly 28 million there was a non-controlling interest and that slipped to additional paying capital this quarter’s as a result of that option expiring on exercise.

The probably did lease some acreage here the option too that otherwise also was going to expire and spending $200,000 a year for lease of some acreage with nothing happening on that acreage.

None of (inaudible) acreage is part of our plan development with Empire.

Right.

And do you have any, I mean, do you want to accelerate the exit, I mean how long are you going to wait?

Well, we’re always willing to sell it. I think we’ve made that clear in the beginning, but I don’t know that we have a timing for that sale, we otherwise as I said, we had a timing overall for the progress of the Empire project, which we don’t have any significant update to give you at this time, but that’s what we’re expecting next.

In terms of the balance sheet metrics, and your discussions with the agencies, what sort of goal post did they put you in sort of debt to asset, debt to EBITDA and secured debt levels?

Frankly, I think that our metrics are very solid, which is what they’ve told us in terms of our fixed charge, and interest and debt service coverage.

Debt to EBITDA, all of those...

Yeah.

There are no issues on those issue.

Given the coverage on the metrics you really don’t, those people, what concern we have still has little bit to do with the tenant concentration, as we’ve said a long time, we like buying a lot of the things we know a lot about and people we know a lot about and since we have crossed defaults and master leases, we’re not uncomfortable with those concentrations, but they are atypically and if anything not are financeable ratios Michael, but those issues qualitatively give more pause to people otherwise moving up our ratings from where they’re even are today.

Okay. Just, can you go over where you stand with the role, the two theaters this year and four next year, what’s the current status of everything?

The two that we have, actually we don’t have two, we have, it is, I need to say one. One theater I know, I’m trying to think, I thought it was actually was more than two that we had more than that.

Make sure you extend it.

Call it oh yeah, okay, I am sorry one of them is already extended and then so we have...

And now extended at the current rate or...

Yeah, well if it’s extended then you said their option grew.

Which is still the annual escalators.

But we obviously, one that we think we are going to repurpose.

So one that I think we have is the one that we will repurpose. And of the discussion on the four for next year?

No they don’t – with AMC they don’t come up really until six months out but I mean it’s that so we don’t have any discussions on those yet.

The four for next year?

Yeah.

What’s your thought in terms of those assets?

My guess is again I think we will have there will be about three of those that will extend and one that we will need to rework may be two.

So three extend...

Yeah, kind of consistent with what we’ve seen before.

And then just lastly just in terms of the rental revenues that you show on page 27 is it just percentage rents that would just cause the declines for AMC and rates?

I am sorry.

Just the you show the revenues for the quarter on page 27 your top tenants AMC and rates both went down sequentially is that just percentage rents?

Yeah, that’s primarily was driving those changes percentage rent this is our lowest percentage rent quarter in the second quarter so that’s generally what’s driving.

Okay, thank you.

Sure.

And your next question is from the line of Richard Moore from RBC Capital Markets. You may proceed.

Hi, good afternoon guys. The school situation seems to be moving on much quicker than I thought it would happen and I am wondering if is there any chance any of the buildings you own would be charter less without students in them when the school year starts in September?

There is a potential, I mean as I said we think we’ll have dealt with 70% to 75% of these before the beginning of school year, so that probably corresponds to potentially two maybe three schools that will, that could be vacant, that’s not our goal, when we’re working to make that not possible but what we’re trying is we have real good visibility to clearing up 70%-75% of it, beyond that we’re kind of working with people and seeing where they’re going.

To stress again Rich these maybe vacant in terms of not in use but they’re still under lease and being paid.

Right, right David yeah and I’m with you. And then but filling them, filling those actual buildings during the year will probably be difficult I’m guessing right either...

Yeah it depends upon what kind of situation say in another charter school. If another charter school is in lease space or they are in some sort of compromised space. Potentially they may want to gain control of a sub-lease space and move. We’ve opened schools, they bid from other spaces when we build them purpose-build buildings...

Yeah we’ve moved the charters mid year into better spaces and these are some of the better schools in the market. So, if somebody has interior space and wants to move in it’s not beyond reach that they would move even in a mid year I think Rich that the point for us was we yes we have, we wanted to move expeditiously on this, we that gets in and as David said we never at any time though there was a monetary issue but it does and did create noise and we wanted to temper that noise as quickly as possible.

Okay. Good, yeah, thank you guys, I get it. Then staying with that for a second, you mentioned Greg that there is no systemic risk in your view to imagine, I mean, how did you come to that conclusion or what was your analysis I guess...

Yes, what we did was we went back and looked because of the fact that at – like St. Louis it appeared to be academic issues that were driving. So not only did we look at our portfolio but we did an academic review of every school in their portfolio and that with them we then did a cash-flow analysis of the entire company and worked with the company and got input on kind of climbing inside their books. And that was the result of our analysis.

Okay. So for the vast majority of them you think are basically just same.

Yeah, yeah, they’re fine and so that’s what we did. We did an analysis like I said I not just our schools but all of their schools and not just our cash flow, but all of their cash flow.

And that was with their help I assume.

Yes.

Yes.

Okay got you. And then can you give us some thoughts on how the Toby Keith’s I Love This Bar and Grill is doing down in Dallas.

It seems to be we’ve got some early indications that they’re doing really well on the weekends. They wish they were doing better through the week that’s a function of like I think all entertainment venues, but they appear to be happy in the directionally the way things are going and so, this is just anecdotally us checking on them, but by gearing up and showing us some of their weekend numbers, they’re weekend numbers are pretty dynamic.

My understanding is we may have we’re not hear in Cleveland soon, so I can go to...

Well get your cowboy hat and go Rich and you can report.

Yeah, I think I got to buy a cowboy hat, bye guys, thank you very much.

All right, thank you.

Thank you.

And at this time there are no other questions, I’d like to turn the call back over to Mr. David Brian for your closing remarks.

All right well, I appreciate everybody joining us as usual. Thank you very much and we look forward to join you each quarter and between time of course if you have any further questions, please be in touch. I’ll be glad to address them. Thank you very much.

Thank you.

And ladies and gentlemen, this concludes your presentation. You may now disconnect and have a good day.