SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
MARCH 1, 2004
ENTERTAINMENT PROPERTIES TRUST
---------------------------------------------------
(Exact name of company as specified in its charter)
MARYLAND 1-13561 43-1790877
---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
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)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Acquisition of entertainment retail centers in Ontario, Canada.
On March 1, 2004 (the "Closing Date"), we acquired, through our wholly-owned
subsidiaries, four separate entertainment retail centers anchored by AMC
megaplex theatres located in Ontario, Canada. The properties are the Mississauga
Entertainment Centrum located in suburban Toronto, the Oakville Entertainment
Centrum located in suburban Toronto, the Whitby Entertainment Centrum located in
suburban Toronto, and the Kanata Centrum Walk located in suburban Ottawa (the
"Properties").
The Properties contain an aggregate of approximately 893,000 gross square feet
of retail and entertainment space. They were developed by affiliates of
PenEquity Management Corporation ("PenEquity"), which is not affiliated with
EPR. PenEquity serves as asset manager and advisor to the four sellers of the
Properties, which are comprised of various Canadian pension funds unaffiliated
with EPR (the "Sellers"). PenEquity has been retained as property manager for
each of the Properties. We have also formed a strategic alliance with PenEquity
with regard to the future development of approximately 230,000 square feet of
additional density remaining on the sites.
Our total aggregate acquisition cost for the Properties was approximately US
$152 million, plus acquisition costs.
Approximately US $27 million of the purchase price was paid in the form of an
aggregate of 747,243 restricted common shares of EPR valued at US $36.25 per
share. We have agreed to file a registration statement with the SEC to register
the shares for resale by the Sellers in the United States.
The cash portion of the purchase price was paid in Canadian dollars and financed
in part through Canadian-dollar nonrecourse fixed-rate mortgage loans provided
by GMAC Commercial Mortgage of Canada, Limited ("GMAC Canada") in the aggregate
amount of approximately US $97 million. Morgan G. Earnest II, an independent
trustee and member of our audit, nominating and compensation committees, is an
Executive Vice President of GMAC Commercial Mortgage Corporation ("GMACCM"),
which is a U.S. affiliate of GMAC Canada. Mr. Earnest had no involvement in the
presentation, placement, evaluation, pricing, commitment, underwriting,
negotiation, documentation or closing of the loans and did not receive any
direct or indirect compensation from GMAC Canada, GMACCM or their affiliates or
EPR in connection with the loans. Mr. Earnest abstained from voting as a trustee
of EPR to approve the loans. Our independent trustees have determined that the
loans do not constitute a material relationship between Mr. Earnest and the
Company that would affect his independence as a trustee and member of our audit,
nominating and compensation committees.
Description of the Properties
The Mississauga Entertainment Centrum is located in suburban Toronto and was
completed in 2001. The purchase price for this property was approximately US
$26.6 million. The property consists of an entertainment retail center
containing approximately 305,000 gross square feet and 190,000 leasable square
feet located on approximately 26.5 acres of improved land and is anchored by a
16-screen, 94,000 square foot AMC megaplex theatre. As of March 1, 2004, the
retail portion
of the property was 100% leased to 11 space tenants. The average remaining lease
life of all the tenant leases is 15 years.
The Oakville Entertainment Centrum is located in suburban Toronto and was
completed in 1998. The purchase price for this property was approximately US
$37.3 million. The property consists of an entertainment retail center
containing approximately 305,900 gross square feet and 216,000 leasable square
feet on approximately 30 acres of improved land and is anchored by a 24-screen,
89,290 square foot AMC megaplex theatre. As of March 1, 2004, the retail portion
of the property was approximately 97% leased to 17 space tenants. The average
remaining lease life of all the tenant leases is 11 years.
The Whitby Entertainment Centrum is located in suburban Toronto and was
completed in 1999. The purchase price for this property was approximately US
$33.3 million. The property consists of an entertainment retail center
containing approximately 223,000 gross square feet and 207,000 leasable square
feet on approximately 24 acres of improved land and is anchored by a 24-screen,
89,290 square foot AMC megaplex theatre. As of March 1, 2004, the retail portion
of the property was approximately 95% leased to 16 space tenants. The average
remaining lease life of all the tenant leases is 12 years.
The Kanata Centrum Walk is located in suburban Ottawa and was completed in 1999.
The purchase price for this property was approximately US $54.8 million. The
property consists of an entertainment retail center containing approximately
780,000 gross square feet and 386,000 leasable square feet on approximately 35
acres of improved land and is anchored by a 24-screen, 89,290 square foot AMC
megaplex theatre. As of March 1, 2004, the retail portion of the property was
approximately 93% leased to 42 space tenants. The average remaining lease life
of all the tenant leases is 10 years.
The foregoing lease-up percentages are computed on the basis of the ratio of
active leases at the Properties to built space at the Properties.
The Properties have been well maintained and managed, with attractive theatres,
retail space and common areas. We do not anticipate making any significant
repairs or improvements to the Properties over the next few years, although we
and the Sellers may further develop some or all of the acreage on which the
Properties are located. We believe the Properties are adequately covered by
insurance.
The Properties will be depreciated for tax purposes in accordance with Canadian
law. The portion of the purchase price, including acquisition costs, allocated
to the buildings at the Properties will be depreciated for book purposes in
accordance with generally accepted accounting principals in the U.S. on a
straight-line basis over a 40-year estimated useful life.
The following tables show, for each Property, each tenant occupying more than
10% of the rentable square feet, the annual rent paid by that tenant, the
tenant's lease expiration date and any renewal option(s).
Mississauga
----------------------------- -------------------------- --------------------------- --------------------------
Tenant Annual Rent (2) Lease Expiration Renewal Option(s)
----------------------------- -------------------------- --------------------------- --------------------------
AMC (1) $2,446,250 2021 6 x 5
----------------------------- -------------------------- --------------------------- --------------------------
Oakville
----------------------------- -------------------------- --------------------------- --------------------------
Tenant Annual Rent (2) Lease Expiration Renewal Option(s)
----------------------------- -------------------------- --------------------------- --------------------------
AMC (1) $2,769,775 2018 6 x 5
----------------------------- -------------------------- --------------------------- --------------------------
Family Fitness $788,684 2014 1 x 5
----------------------------- -------------------------- --------------------------- --------------------------
Whitby
----------------------------- -------------------------- --------------------------- --------------------------
Tenant Annual Rent (2) Lease Expiration Renewal Option(s)
----------------------------- -------------------------- --------------------------- --------------------------
AMC (1) $2,599,232 2019 6 x 5
----------------------------- -------------------------- --------------------------- --------------------------
Kanata
----------------------------- -------------------------- --------------------------- --------------------------
Tenant Annual Rent (2) Lease Expiration Renewal Option(s)
----------------------------- -------------------------- --------------------------- --------------------------
AMC (1) $2,321,540 2019 6 x 5
----------------------------- -------------------------- --------------------------- --------------------------
(1) Triple net leased property
(2) Expressed and payable in Canadian dollars
The amount of consideration paid for the Properties was determined in accordance
with the principles used by us in all our real property investments, plus our
evaluation of the market potential for megaplex theatres and entertainment
retail centers in Canada. We considered a number of factors, including the
performance of the theatres and other tenants, the terms of the tenant leases,
tenant mix, the amount and timing of cash flows from the Properties, the age,
condition, attractiveness and quality of the Properties, demographic and
economic conditions and trends in the surrounding areas, the management of the
Properties, the quality of the developers, the anticipated residual value of the
Properties and the risks of owning the Properties. We also considered the
following factors:
o the sources of revenue from tenant leases at the Properties, including
competitive conditions in suburban Toronto and Ottawa, comparative rentals
for comparable properties in those geographic areas, occupancy rates at the
Properties versus occupancy rates at comparable properties in those
geographic areas, the performance of lease terms by tenants, and our
ability to obtain periodic increases in base rent and payments of
percentage rent under the tenant leases
o the expenses of owning and operating the Properties, including but not
limited to debt service, utility rates, real estate taxes and maintenance
expenses
o the operating data contained in this report
We are not aware of any material factors relating to the Properties other than
those discussed in this report that would cause the historical financial
information contained in this report to be not necessarily indicative of future
results.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Properties Acquired.
(i) Courtney Square Limited Partnership
(ii) Oakville Centrum Limited Partnership
(iii) Whitby Centrum Limited Partnership
(iv) Kanata Centrum Limited Partnership
COURTNEY SQUARE LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
CONTENTS
Auditors' Report 7
Statement of Revenues and Certain Expenses 8
Notes to Statement of Revenues and Certain Expenses 9
AUDITORS' REPORT
TO THE PARTNERS OF
COURTNEY SQUARE LIMITED PARTNERSHIP
We have audited the statement of revenues and certain expenses of Courtney
Square Limited Partnership for the year ended December 31, 2003. The statement
of revenue and certain expenses is the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, the statement of revenues and certain expenses presents fairly,
in all material respects, the gross revenues and certain expenses described in
Note 2 to this financial statement for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
Chartered Accountants
Oakville, Ontario
March 1, 2004
COURTNEY SQUARE LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
REVENUES (Notes 3 and 4)
Base rental $ 2,685,754
Operating cost reimbursements 882,513
Other income 34,101
3,602,368
EXPENSES
Insurance 32,099
Management fees (Note 4) 94,572
Realty taxes (Note 2) 629,469
Repairs and maintenance 231,459
Other leasing, general and administrative 263,899
1,251,498
EXCESS OF REVENUES OVER CERTAIN EXPENSES $ 2,350,870
COURTNEY SQUARE LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
1. ORGANIZATION AND FORMATION
Courtney Square Limited Partnership (the "Partnership") was formed to own
and develop a 190,000 square foot entertainment center located in the City
of Mississauga, Ontario, Canada (the "Project"). Construction commenced in
2000 and the center officially opened for business in 2001.
On March 1, 2004, Courtney Square Ltd., the General Partner, and the
Limited Partners of the Partnership closed a transaction to sell the
above-noted rental property to an entity owned by Entertainment Properties
Trust, a publicly-held real estate investment trust in the United States of
America.
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying statement of revenues and certain expenses has been
prepared in accordance with the requirements of Securities and
Exchange Commission Regulation S-X, Rule 3-14. Accordingly, interest,
depreciation of fixed assets and amortization of financing and tenant
acquisition costs have not been recorded since these items are not
deemed to be comparable with the future operations of the Project. The
statement is not intended to be a complete presentation of the
Courtney Square Limited Partnership revenues and expenses.
(b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Property tax assessments have been reviewed to determine adjustments
required, if any, due to property development. The expense includes
accruals for any such adjustments as deemed appropriate by management.
(c) Revenue Recognition
Base rental income is recognized on a straight-line basis over the
terms of the tenants' lease agreements. Percentage rent is recognized
in the period when the sales breakpoints are reached. The majority of
leases provide for reimbursements to the Partnership of the tenant's
share of operating expenses, insurance and real estate taxes which are
recorded on the accrual basis.
(d) Foreign Currency Translation
As the property is located in Canada, these income and expense amounts
will be earned and incurred in Canadian dollars. The 2003 amounts have
been translated into U.S. dollars using the average rate of exchange
in 2003 of $1.4015 Canadian to $1 U.S. The minimum rentals in Note 3
have been translated into U.S. dollars using the year-end rate of
$1.2965 Canadian to $1 U.S. As the purchaser is a U.S. entity, there
is inherent foreign currency risk.
================================================================================
COURTNEY SQUARE LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
3. RENTAL REVENUES
The Partnership leases space to various national and local companies. As at
December 31, 2003 approximately 71% of the gross leasable square footage of
the Project was leased. One tenant individually leases in excess of 10% of
the leasable area of the Project. This tenant occupies approximately 71% of
the presently leased space, accounting for approximately 75% of total
revenues.
The leases include scheduled base rent increases over their respective
terms. Rental income includes $326,852 of accrued income for the year ended
December 31, 2003, representing the excess of base rental income on a
straight-line basis over amounts currently due pursuant to the lease
agreements.
As at December 31, 2003 future minimum rentals under the noncancellable
terms of tenants' operating leases, excluding tenant reimbursements of
operating expenses and contingent rentals based on tenant's sales volume
for each of the next five years are as follows:
Affiliates
Third Party (Note 4 (b)) Total
------------------------------------------------------
2004 $ 2,667,114 $ - $ 2,667,114
2005 2,667,114 - 2,667,114
2006 2,839,494 - 2,839,494
2007 2,912,711 - 2,912,711
2008 2,917,037 - 2,917,037
Thereafter 33,697,641 - 33,697,641
------------------------------------------------------
$ 47,701,111 $ - $ 47,701,111
======================================================
In addition, leases signed at December 31, 2003 for space under
construction at December 31, 2003 will generate future minimum rentals as
follows:
Affiliates
Third Party (Note 4 (b)) Total
------------------------------------------------------
2004 $ 370,809 $ 108,676 $ 479,485
2005 552,430 431,161 983,591
2006 552,430 431,161 983,591
2007 552,430 431,161 983,591
2008 552,430 431,161 983,591
Thereafter 6,495,108 2,693,868 9,188,976
------------------------------------------------------
$ 9,075,637 $ 4,527,188 $ 13,602,825
======================================================
Affiliates are companies or other organizations that are under control or
significant influence of the owner of the general partner.
================================================================================
COURTNEY SQUARE LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
4. RELATED PARTY TRANSACTIONS
The Partnership has entered into a number of transactions and agreements
with various affiliated entities. A summary of each follows:
(a) Property Management
Property management services are provided by PenEquity Management
Corporation, which is owned by an affiliate of the General Partner.
PenEquity Management Corporation provides all tenant services and
administrative services for which it receives a fee equal to 4% of
base rental revenues.
A five year contract for these services commenced March 1, 2004 with a
company affiliated with PenEquity Management Corporation.
(b) Leased Revenues
There were no lease revenues from affiliated companies for the year
ended December 31, 2003.
--------------------------------------------------------------------------------
5. CONTINGENT LIABILITIES
The Partnership is involved in various legal actions and claims arising in the
ordinary course of its business. Management believes that current litigation and
claims will be resolved without any material effect on the Partnership's
financial statement.
OAKVILLE CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
CONTENTS
--------------------------------------------------------------------------------
Auditors' Report 13
Statement of Revenues and Certain Expenses 14
Notes to Statement of Revenues and Certain Expenses 15
================================================================================
AUDITORS' REPORT
--------------------------------------------------------------------------------
TO THE PARTNERS OF
OAKVILLE CENTRUM LIMITED PARTNERSHIP
We have audited the statement of revenues and certain expenses of Oakville
Centrum Limited Partnership for the year ended December 31, 2003. The statement
of revenue and certain expenses is the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, the statement of revenues and certain expenses presents fairly,
in all material respects, the gross revenues and certain expenses described in
Note 2 to this financial statement for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
Chartered Accountants
Oakville, Ontario
March 1, 2004
OAKVILLE CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
REVENUES (Notes 3 and 4)
Base rental $ 4,269,618
Operating cost reimbursements 1,369,939
Other income 19,214
----------
5,658,771
----------
EXPENSES
Insurance 45,831
Management fees (Note 4) 155,620
Realty taxes (Note 2) 927,120
Repairs and maintenance 231,924
Other leasing, general and administrative 84,049
----------
1,444,544
----------
EXCESS OF REVENUES OVER CERTAIN EXPENSES $ 4,214,227
================================================================================
OAKVILLE CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
1. ORGANIZATION AND FORMATION
Oakville Centrum Limited Partnership was formed on August 27, 1997 to own
and develop a 216,000 square foot entertainment center located in the Town
of Oakville, Ontario, Canada. Construction commenced in 1998 and the center
officially opened for business in the same year.
On March 1, 2004, Penex Winston Ltd., the general partner, and the limited
partner of the Partnership closed a transaction to sell the above-noted
rental property to an entity owned by Entertainment Properties Trust, a
publicly-held real estate investment trust of the United States of America.
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying statement of revenues and certain expenses has been
prepared in accordance with the requirements of Securities and
Exchange Commission Regulation S-X, Rule 3-14. Accordingly, interest,
depreciation of fixed assets and amortization of financing and tenant
acquisition costs have not been recorded since these items are not
deemed to be comparable with the future operations of the Project. The
statement is not intended to be a complete presentation of the
Oakville Centrum Limited Partnership revenues and expenses.
(b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Property tax assessments have been reviewed to determine adjustments
required, if any, due to property development. The expense includes
accruals for any such adjustments as deemed appropriate by management.
(c) Revenue Recognition
Base rental income is recognized on a straight-line basis over the
terms of the tenants' lease agreements. Percentage rent is recognized
in the period when the sales breakpoints are reached. The majority of
leases provide for reimbursements to the Partnership of the tenant's
share of operating expenses, insurance and real estate taxes which are
recorded on the accrual basis.
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Foreign Currency Translation
As the property is located in Canada, these income and expense amounts
will be earned and incurred in Canadian dollars. The 2003 amounts have
been translated into U.S. dollars using the average rate of exchange
in 2003 of $1.4015 Canadian to $1 U.S. The minimum rentals in Note 3
have been translated into U.S. dollars using the year-end rate of
$1.2965 Canadian to $1 U.S. As the purchaser is a U.S. entity, there
is inherent foreign currency risk.
--------------------------------------------------------------------------------
3. RENTAL REVENUES
The Partnership leases space to various national and local companies. As at
December 31, 2003 the Project was fully leased. Two tenants individually
lease in excess of 10% of the leaseable area of the Project and
respectively occupy approximately 41% and 17% of the presently leased
space, accounting for approximately 49% and 14% of total revenues.
The leases include scheduled base rent increases over their respective
terms. Rental income includes $397,149 of accrued income for the year ended
December 31, 2003, representing the excess of base rental income on a
straight-line basis over amounts currently due pursuant to the lease
agreements.
As at December 31, 2003 future minimum rentals under the noncancellable
terms of tenants' operating leases, excluding tenant reimbursements of
operating expenses and contingent rentals based on tenant's sales volume
for each of the next five years are as follows:
Affiliates
Third Party (Note 4 (b)) Total
------------------------------------------------------
2004 $ 4,055,029 $ 318,262 $ 4,373,291
2005 4,133,167 282,066 4,415,233
2006 4,144,630 282,066 4,426,696
2007 4,160,278 282,066 4,442,344
2008 4,154,074 285,646 4,439,720
Thereafter 31,477,422 1,670,042 33,147,464
------------------------------------------------------
$ 52,124,600 $ 3,120,148 $ 55,244,748
======================================================
Affiliates are companies or other organizations that are under control or
significant influence of the owner of the general partner.
--------------------------------------------------------------------------------
4. RELATED PARTY TRANSACTIONS
The Partnership has entered into a number of transactions and agreements
with various affiliated entities. A summary of each follows:
(a) Property Management
Property management services are provided by PenEquity Management
Corporation, which is owned by an affiliate of the General Partner.
PenEquity Management Corporation provides all tenant services and
administrative services for which it receives a fee equal to 4% of
base rental revenues.
A five year contract for these services commenced March 1, 2004 with a
company affiliated with PenEquity Management Corporation.
(b) Leased Revenues
The Partnership leased 23,509 square feet in 2003 to affiliated
companies. Lease revenues from these tenants for the year ended
December 31, 2003 was $331,376.
--------------------------------------------------------------------------------
5. CONTINGENT LIABILITIES
The Partnership is involved in various legal actions and claims arising in the
ordinary course of its business. Management believes that current litigation and
claims will be resolved without any material effect on the Partnership's
financial statement.
WHITBY CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
CONTENTS
--------------------------------------------------------------------------------
Auditors' Report 19
Statement of Revenues and Certain Expenses 20
Notes to Statement of Revenues and Certain Expenses 21
================================================================================
AUDITORS' REPORT
--------------------------------------------------------------------------------
TO THE PARTNERS OF
WHITBY CENTRUM LIMITED PARTNERSHIP
We have audited the statement of revenues and certain expenses of Whitby Centrum
Limited Partnership for the year ended December 31, 2003. The statement of
revenue and certain expenses is the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, the statement of revenues and certain expenses presents fairly,
in all material respects, the gross revenues and certain expenses described in
Note 2 to this financial statement for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
Chartered Accountants
Oakville, Ontario
March 1, 2004
================================================================================
WHITBY CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
REVENUES (Notes 3 and 4)
Base rental $ 3,210,880
Operating cost reimbursements 1,222,495
Percentage rent 8,797
Other income 7,600
---------------
4,449,772
---------------
EXPENSES
Insurance 35,249
Management fees (Note 4) 115,522
Realty taxes (Note 2) 865,126
Repairs and maintenance 221,047
Other leasing, general and administrative 246,767
---------------
1,483,711
---------------
EXCESS OF REVENUES OVER CERTAIN EXPENSES $ 2,966,061
===============================================================================
WHITBY CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
1. ORGANIZATION AND FORMATION
Whitby Centrum Limited Partnership was formed on March 17, 1998 to own and
develop a 207,000 square foot entertainment center located in the Town of
Whitby, Ontario, Canada. Construction commenced in 1999 and the center
officially opened for business in the same year.
On March 1, 2004, Penex Whitby Ltd., the general partner, and the limited
partner of the Partnership closed a transaction to sell the above-noted
rental property to an entity owned by Entertainment Properties Trust, a
publicly-held real estate investment trust in the United States of America.
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying statement of revenues and certain expenses has been
prepared in accordance with the requirements of Securities and
Exchange Commission Regulation S-X, Rule 3-14. Accordingly, interest,
depreciation of fixed assets and amortization of financing and tenant
acquisition costs have not been recorded since these items are not
deemed to be comparable with the future operations of the Project. The
statement is not intended to be a complete presentation of the Whitby
Centrum Limited Partnership revenues and expenses.
(b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Property tax assessments have been reviewed to determine adjustments
required, if any, due to property development. The expense includes
accruals for any such adjustments as deemed appropriate by management.
(c) Revenue Recognition
Base rental income is recognized on a straight-line basis over the
terms of the tenants' lease agreements. Percentage rent is recognized
in the period when the sales breakpoints are reached. The majority of
leases provide for reimbursements to the Partnership of the tenant's
share of operating expenses, insurance and real estate taxes which are
recorded on the accrual basis.
(d) Foreign Currency Translation
As the property is located in Canada, these income and expense amounts
will be earned and incurred in Canadian dollars. The 2003 amounts have
been translated into U.S. dollars using the average rate of exchange
in 2003 of $1.4015 Canadian to $1 U.S. The minimum rentals in Note 3
have been translated into U.S. dollars using the year-end rate of
$1.2965 Canadian to $1 U.S. As the purchaser is a U.S. entity, there
is inherent foreign currency risk.
================================================================================
WHITBY CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
3. RENTAL REVENUES
The Partnership leases space to various national and local companies. As at
December 31, 2003 approximately 72% of the gross leasable square footage of
the Project was leased. One tenant individually leases in excess of 10% of
the leaseable area of the Project. This tenant occupies approximately 60%
of presently leased space, accounting for approximately 67% of total
revenues.
The leases include scheduled base rent increases over their respective
terms. Rental income includes $341,197 of accrued income for the year ended
December 31, 2003, representing the excess of base rental income on a
straight-line basis over amounts currently due pursuant to the lease
agreements.
As at December 31, 2003, future minimum rentals under the noncancellable
terms of tenants' operating leases, excluding tenant reimbursements of
operating expenses and contingent rentals based on tenant's sales volume
for each of the next five years are as follows:
Affiliates
Third Party (Note 4 (b)) Total
------------------------------------------------------
2004 $ 2,988,634 $ 83,240 $ 3,071,874
2005 3,185,670 68,206 3,253,876
2006 3,221,931 68,206 3,290,137
2007 3,229,203 68,206 3,297,409
2008 3,197,440 68,206 3,265,646
Thereafter 31,224,446 246,663 31,471,109
------------------------------------------------------
$ 47,047,324 $ 602,727 $ 47,650,051
======================================================
In addition, leases signed at December 31, 2003 for space under
construction at December 31, 2003 will generate future minimum rentals as
follows:
Affiliates
Third Party (Note 4 (b)) Total
------------------------------------------------------
2004 $ 447,000 $ 82,304 $ 529,304
2005 692,142 140,378 832,520
2006 698,587 140,378 838,965
2007 699,855 140,378 840,233
2008 699,855 140,378 840,233
Thereafter 4,065,058 830,152 4,895,210
------------------------------------------------------
$ 7,302,497 $ 1,473,968 $ 8,776,465
======================================================
Affiliates are companies or other organizations that are under control or
significant influence of the owner of the general partner.
================================================================================
WHITBY CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
4. RELATED PARTY TRANSACTIONS
The Partnership has entered into a number of transactions and agreements
with various affiliated entities. A summary of each follows:
(a) Property Management
Property management services are provided by PenEquity Management
Corporation, which is owned by an affiliate of the General Partner.
PenEquity Management Corporation provides all tenant services and
administrative services for which it receives a fee equal to 4% of
base rental revenues.
A five year contract for these services commenced March 1, 2004 with a
company affiliated with PenEquity Management Corporation.
(b) Leased Revenues
The Partnership leased 8,039 square feet in 2003 to an affiliated
company of PenEquity Management Corporation. Lease revenues from the
tenant for the year ended December 31, 2003 was $156,597.
5. CONTINGENT LIABILITIES
The Partnership is involved in various legal actions and claims arising in the
ordinary course of its business. Management believes that current litigation and
claims will be resolved without any material effect on the Partnership's
financial statement.
KANATA CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
CONTENTS
================================================================================
Auditors' Report 26
Statement of Revenues and Certain Expenses 27
Notes to Statement of Revenues and Certain Expenses 28
================================================================================
AUDITORS' REPORT
--------------------------------------------------------------------------------
TO THE PARTNERS OF
KANATA CENTRUM LIMITED PARTNERSHIP
We have audited the statement of revenues and certain expenses of Kanata Centrum
Limited Partnership for the year ended December 31, 2003. The statement of
revenue and certain expenses is the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, the statement of revenues and certain expenses presents fairly,
in all material respects, the gross revenues and certain expenses described in
Note 2 to this financial statement for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
Chartered Accountants
Oakville, Ontario
March 1, 2004
================================================================================
KANATA CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------
REVENUES (Note 3)
Base rental $ 5,231,579
Operating cost reimbursements 2,528,772
Other income 21,400
---------------
7,781,751
---------------
EXPENSES
Insurance 66,415
Management fees (Note 4) 194,507
Realty taxes (Note 2) 2,003,495
Repairs and maintenance 236,955
Other leasing, general and administrative 170,882
---------------
2,672,254
---------------
EXCESS OF REVENUES OVER CERTAIN EXPENSES $ 5,109,497
================================================================================
================================================================================
KANATA CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
1. ORGANIZATION AND FORMATION
Kanata Centrum Limited Partnership was formed on May 4, 1994 to own and
develop a 386,000 square foot entertainment and retail center located in
the City of Kanata, Ontario, Canada. Construction commenced in 1998 and the
center officially opened for business in 1999.
On March 1, 2004, Penex Kanata Ltd., the general partner, and the limited
partners of the Partnership closed a transaction to sell the above-noted
rental property to an entity owned by Entertainment Properties Trust, a
publicly-held real estate investment trust in the United States of America.
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying statement of revenues and certain expenses has been
prepared in accordance with the requirements of Securities and
Exchange Commission Regulation S-X, Rule 3-14. Accordingly, interest,
depreciation of fixed assets and amortization of financing and tenant
acquisition costs have not been recorded since these items are not
deemed to be comparable with the future operations of the Project. The
statement is not intended to be a complete presentation of the Kanata
Centrum Limited Partnership revenues and expenses.
(b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Property tax assessments have been reviewed to determine adjustments
required, if any, due to property development. The expense includes
accruals for any such adjustments as deemed appropriate by management.
(c) Revenue Recognition
Base rental income is recognized on a straight-line basis over the
terms of the tenants' lease agreements. Percentage rent is recognized
in the period when the sales breakpoints are reached. The majority of
leases provide for reimbursements to the Partnership of the tenant's
share of operating expenses, insurance and real estate taxes which are
recorded on the accrual basis.
(d) Foreign Currency Translation
As the property is located in Canada, these income and expense amounts
will be earned and incurred in Canadian dollars. The 2003 amounts have
been translated into U.S. dollars using the average rate of exchange
in 2003 of $1.4015 Canadian to $1 U.S. The minimum rentals in
Note 3 have been translated into U.S. dollars using the year-end rate
of $1.2965 Canadian to $1 U.S. As the purchaser is a U.S. entity,
there is inherent foreign currency risk.
================================================================================
KANATA CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
3. RENTAL REVENUES
The Partnership leases space to various national and local companies. As at
December 31, 2003 approximately 80% of the Project was leased. Two tenants
individually lease in excess of 10% of the leasable area of the Project,
and respectively occupy approximately 29% and 11% of the presently leased
space, accounting for approximately 37% and 8% of total revenues.
The leases include scheduled base rent increases over their respective
terms. Rental income includes $398,864 of accrued income for the year ended
December 31, 2003, representing the excess of base rental income on a
straight-line basis over amounts currently due pursuant to the lease
agreements.
As at December 31, 2003 future minimum rentals under the noncancellable
terms of tenants' operating leases, excluding tenant reimbursements of
operating expenses and contingent rentals based on tenant's sales volume
for each of the next five years are as follows:
2004 $ 5,356,393
2005 5,506,698
2006 5,597,046
2007 5,664,842
2008 5,715,687
Thereafter 37,748,287
----------------
$ 65,588,953
================
In addition, leases signed at December 31, 2003 for space under
construction at December 31, 2003 will generate future minimum rentals as
follows:
2004 $ 346,027
2005 700,322
2006 700,322
2007 700,322
2008 700,322
Thereafter 3,960,449
----------------
$ 7,107,764
================
================================================================================
KANATA CENTRUM LIMITED PARTNERSHIP
(EXPRESSED IN U.S. DOLLARS)
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
DECEMBER 31, 2003
--------------------------------------------------------------------------------
4. RELATED PARTY TRANSACTIONS
(a) Property Management
Property management services are provided by PenEquity Management
Corporation, which is owned by an affiliate of the General Partner.
PenEquity Management Corporation provides all tenant services and
administrative services for which it receives a fee equal to 4% of
base rental revenues.
A five year contract for these services commenced March 1, 2004 with a
company affiliated with PenEquity Management Corporation.
--------------------------------------------------------------------------------
5. CONTINGENT LIABILITIES
The Partnership is involved in various legal actions and claims arising in the
ordinary course of its business. Management believes that current litigation and
claims will be resolved without any material effect on the Partnership's
financial statement.
(b) Pro Forma Financial Information.
The accompanying pro forma information presents condensed balance sheet
information of Entertainment Properties Trust as if the Properties had been
acquired on December 31, 2003 and condensed income statement information as if
the Properties had been acquired on January 1, 2003. In addition, the pro forma
income statement information includes the effects of the acquisition of New Roc
Associates, LP (acquired by Entertainment Properties Trust on October 27, 2003)
as if it had been acquired on January 1, 2003. The pro forma information
includes all adjustments considered necessary to present such information in
accordance with the requirements of Article 11 of Regulation S-X.
ENTERTAINMENT PROPERTIES TRUST
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS
DECEMBER 31, 2003
(Dollars in thousands)
Pro Forma
Entertainment
Properties
Entertainment Trust with
Properties Pro Forma Canadian
Trust Adjustments Properties
--------------- ------------- --------------
ASSETS
Rental properties, net $ 870,944 $ 152,065 (1) $ 1,023,009
Cash and cash equivalents 30,527 (29,695) (2) 832
Other assets 64,447 1,168 65,615
--------------- ------------- -------------
Total assets $ 965,918 $ 123,538 $ 1,089,456
=============== ============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Common dividend payable $ 9,829 $ - (3) $ 9,829
Preferred dividend payable 1,366 - 1,366
Other liabilities 3,759 - 3,759
Long-term debt 506,555 96,450 (4) 603,005
--------------- ------------- -------------
Total liabilities 521,509 96,450 617,959
=============== ============= =============
Minority interest 21,630 - 21,630
Shareholders' equity 422,779 27,088 (5) 449,867
--------------- ------------- -------------
Total liabilities and shareholders' equity $ 965,918 $ 123,538 $ 1,089,456
=============== ============= =============
NOTES:
(1) Entertainment Properties Trust ("EPR") purchased approximately $152 million
in buildings and land with the acquisition of the properties in Ontario,
Canada on March 1, 2004. The purchase price was allocated to land ($31.6
million) and buldings ($120.4 million) based upon recent property
appraisals. No values were assigned to existing leases (because such leases
are believed to be at current market) or customer relationships.
(2) In addition to stock, EPR used cash of $28.5 million to purchase the
properties in Ontario, Canada on March 1, 2004. Also EPR paid $1.2 million
in term debt fees in relation to the financing of the property.
(3) EPR paid $1.2 million in term debt fees in relation to the financing of the
property described in footnote (4).
(4) EPR financed the properties for a total of Cdn $128.6 million with a fixed
rate of 6.85% and a term of 10 years. EPR used the March 1, 2004 conversion
rate of .75 to convert the debt from Canadian dollars to US dollars.
(5) EPR issued 747,243 common shares to the sellers of the Canadian property at
$36.25 per share, which approximated the share price at the date the
transaction was agreed to.
ENTERTAINMENT PROPERTIES TRUST
CONDENSED CONSOLIDATED PRO FORMA INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003
(Dollars in thousands except per share data)
Pro Forma
New Roc
Historical Assoc. LP
Entertainment Historical Historical Historical Historical Jan 1 to Pro Forma
Properties Courtney Kanata Whitby Oakville Pro Forma Oct 27, 2003 Entertainment
Trust Square LP Centrum LP Centrum LP Centrum LP Adjustments (4) Properties Trust
------------- --------- ---------- ---------- ---------- ----------- ------------ ----------------
Rental revenue $ 89,965 $ 2,686 $ 5,232 $ 3,220 $ 4,270 $ - $ 7,304 $ 112,677
Other income 1,195 34 21 8 19 - - 1,277
------------- --------- ---------- --------- --------- ---------- ------------ ---------
Total income 91,160 2,720 5,253 3,228 4,289 - 7,304 113,954
============= ========= ========== ========= ========= ========== ============ =========
Property operating
expense 698 369 144 262 75 - 771 2,319
General and
administrative
expense 3,859 - - - - - 180 4,039
Interest expense,
net 30,570 - - - - 6,343 2,521 (1) 39,434
Depreciation and
amortization 17,285 - - - - 3,127 2,011 (2) 22,423
------------- --------- ---------- --------- --------- ---------- ------------ ---------
Income before minority
interest and income
from joint venture 38,748 2,351 5,109 2,966 4,214 (9,470) 1,821 45,739
Equity in income from
joint venture 401 - - - - - - 401
Minority interest (1,555) - - - - - (521) (2,076)
------------- --------- ---------- --------- --------- ---------- ------------ ---------
Net income $ 37,594 2,351 5,109 2,966 4,214 (9,470) 1,300 44,064
Preferred dividend
requirements (5,463) - - - - - - (5,463)
------------- --------- ---------- --------- --------- ---------- ------------ ---------
Net income available
to common
shareholders 32,131 2,351 5,109 2,966 4,214 (9,470) 1,300 38,601
============= ========= ========== ========= ========= ========== ============ =========
Basic net income per
common share 1.81 2.08
============= =========
Diluted net income per
common share 1.77 2.05
============= =========
Shares used for
computation:
Basic 17,780 747 (3) 18,527
Diluted 19,051 747 (3) 19,798
NOTES:
(1) EPR did not assume any of the existing debt on the properties; however, the
purchase price was financed, in part, with debt of Cdn $128.6 million with
a fixed rate of 6.85% and a term of 10 years. Pro forma interest expense is
computed using the average 2003 conversion rate of .72 to convert the
annual interest expense on the debt from Canadian dollars to US dollars.
(2) EPR purchased approximately $152 million in buildings and land with the
acquisition of the properties in Ontario, Canada on March 1, 2004. Based on
appraisals dated October 1, 2003, $31.6 million and $120.4 million were
allocated to land and buildings, respectively. For the purpose of
calculating pro forma depreciation, buildings were depreciated over a 40
year life on a straight line basis. In addition to the pro forma
depreciation described above, EPR amortized, on a pro forma basis, $1.2
million in term debt fees related to the financing of the properties over
the term of the debt of 10 years.
(3) As part of the purchase price for the properties, EPR issued 747,243 common
shares to the sellers of the Canadian property.
(4) EPR acquired an ownership interest in New Roc Associates, LP ("New Roc") on
October 27, 2003. Certain reclassifications of pro forma information as
presented in that Form 8-K/A have been made in the tabular presentation set
forth above. Pro forma information related to New Roc for the period from
January 1, 2003 to October 27, 2003, as if it had been acquired on January
1, 2003, is presented above. For additional information regarding New Roc,
see the Company's Form 8-K/A dated October 27, 2003.
(c) Exhibits.
10.1 Mississauga Entertainment Centrum Agreement dated November 14,
2003 among Courtney Square Ltd., EPR North Trust and
Entertainment Properties Trust
10.2 Oakville Entertainment Centrum Agreement dated November 14, 2003
among Penex Winston Ltd., EPR North Trust and Entertainment
Properties Trust
10.3 Whitby Entertainment Centrum Agreement dated November 14, 2003
among Penex Whitby Ltd., EPR North Trust and Entertainment
Properties Trust
10.4 Kanata Walk Centrum Agreement dated November 14, 2003 among Penex
Kanata Ltd., Penex Main Ltd., EPR North Trust and Entertainment
Properties Trust
10.5 Amending Agreements among Courtney Square Ltd., EPR North Trust
and Entertainment Properties Trust
10.6 Amending Agreements among Penex Winston Ltd., EPR North Trust and
Entertainment Properties Trust
10.7 Amending Agreements among Penex Whitby Ltd., EPR North Trust and
Entertainment Properties Trust
10.8 Amending Agreements among Penex Kanata Ltd., Penex Main Ltd., EPR
North Trust and Entertainment Properties Trust
10.9 Note Purchase Agreement dated February 24, 2004 between
Entertainment Properties Trust and Courtney Square Limited
Partnership, Whitby Centrum Limited Partnership, Oakville Centrum
Limited Partnership and Kanata Centrum Limited Partnership
10.10Registration Rights Agreement dated February 24, 2004 between
2041197 Ontario Ltd. and Entertainment Properties Trust, Whitby
Centrum Limited Partnership, Oakville Centrum Limited
Partnership, Kanata Centrum Limited Partnership and Courtney
Square Limited Partnership
23.1 Consent of BDO Dunwoody LLP
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: March 15, 2004 By: /S/ Fred L. Kennon
-----------------------------
Fred L. Kennon
Vice President, Treasurer and
Chief Financial Officer
EXHIBIT INDEX
NO. DESCRIPTION
10.1 Mississauga Entertainment Centrum Agreement dated November 14, 2003 among
Courtney Square Ltd., EPR North Trust and Entertainment Properties Trust
10.2 Oakville Entertainment Centrum Agreement dated November 14, 2003 among
Penex Winston Ltd., EPR North Trust and Entertainment Properties Trust
10.3 Whitby Entertainment Centrum Agreement dated November 14, 2003 among Penex
Whitby Ltd., EPR North Trust and Entertainment Properties Trust
10.4 Kanata Walk Centrum Agreement dated November 14, 2003 among Penex Kanata
Ltd., Penex Main Ltd., EPR North Trust and Entertainment Properties Trust
10.5 Amending Agreements among Courtney Square Ltd., EPR North Trust and
Entertainment Properties Trust
10.6 Amending Agreements among Penex Winston Ltd., EPR North Trust and
Entertainment Properties Trust
10.7 Amending Agreements among Penex Whitby Ltd., EPR North Trust and
Entertainment Properties Trust
10.8 Amending Agreements among Penex Kanata Ltd., Penex Main Ltd., EPR North
Trust and Entertainment Properties Trust
10.9 Note Purchase Agreement dated February 24, 2004 between Entertainment
Properties Trust and Courtney Square Limited Partnership, Whitby Centrum
Limited Partnership, Oakville Centrum Limited Partnership and Kanata
Centrum Limited Partnership
10.10Registration Rights Agreement dated February 24, 2004 between 2041197
Ontario Ltd. and Entertainment Properties Trust, Whitby Centrum Limited
Partnership, Oakville Centrum Limited Partnership, Kanata Centrum Limited
Partnership and Courtney Square Limited Partnership
23.1 Consent of BDO Dunwoody LLP