8-K

UNITED STATES 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): May 6, 2009

Entertainment Properties Trust

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation) 1-13561
(Commission
File Number) 43-1790877
(I.R.S. Employer
Identification No.)

30 West Pershing Road, Suite 201
Kansas City, Missouri 64108
(Address of principal executive office)(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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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 6, 2009, Entertainment Properties Trust (the “Company”) announced its results of operations and financial condition for the first quarter ended March 31, 2009. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto and is hereby incorporated by reference herein.

     In addition, on May 6, 2009, the Company announced supplemental operating and financial data for the first quarter ended March 31, 2009. The public announcement of the supplemental operating and financial data was made by means of a press release, the text of which is set forth in Exhibit 99.2 hereto and is hereby incorporated by reference herein.

     The information in this current report on Form 8-K, including the exhibits, 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, as amended, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press Release dated May 6, 2009 issued by Entertainment Properties Trust announcing its results of operations and financial condition for the first quarter ended March 31, 2009.
Exhibit 99.2	Supplemental Operating and Financial Data for the first quarter ended March 31, 2009 issued by Entertainment Properties Trust on May 6, 2009.

SIGNATURES

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

ENTERTAINMENT PROPERTIES TRUST
By:	/s/ Mark A. Peterson
	Mark A. Peterson
	Vice President, Treasurer and Chief Financial Officer

Date: May 6, 2009

INDEX TO EXHIBITS

Exhibit	Description
Exhibit 99.1	Press Release dated May 6, 2009 issued by Entertainment Properties Trust announcing its results of operations and financial condition for the first quarter ended March 31, 2009.
Exhibit 99.2	Supplemental Operating and Financial Data for the first quarter ended March 31, 2009 issued by Entertainment Properties Trust on May 6, 2009.

EX-99.1

Exhibit 99.1

Entertainment Properties Trust Reports First Quarter Results

Kansas City, MO, May 6, 2009 — Entertainment Properties Trust (NYSE:EPR) today announced operating results for the first quarter ended March 31, 2009.

Total revenue increased 1% to $66.7 million for the first quarter compared to $65.9 million for the same quarter in 2008. Net income available to common shareholders decreased 17% to $17.8 million from $21.5 million for the same quarter in 2008. Net income on a diluted per common share basis decreased 32% to $0.52 per share from $0.76 per share for the same quarter in 2008. The Company’s investment spending in the first quarter totaled $21.2 million.

Funds From Operations (FFO) for the first quarter decreased 9% to $29.0 million from $31.8 million compared to the same quarter in 2008. FFO per diluted common share decreased 24%, to $0.84 per share from $1.11 per share for the same quarter in 2008; a change of $.27.

This quarter’s results were impacted by the Company’s policy to record interest income from notes receivable on a cash basis rather than an accrual basis when the expected timing of receipts significantly differs from the contractual terms. As further discussed below in the updates on the Sullivan County, New York casino and resort project (the Concord Project) and the Toronto Life Square Project, per share results were reduced by $0.13 and $0.11, respectively, as a result of applying this policy to the Company’s mortgage note investments in these two projects; accounting for a difference of $.24 in total. In each case, management of the Company has determined that the fair value of the underlying collateral, taking into account a recent property appraisal, is in excess of the carrying value such that no loan loss reserve is necessary.

This quarter’s results were also impacted by a non-cash expense of $1.5 million, or $.04 per share, related to a receivable at December 31, 2008 from Filene’s Basement (Filene’s). Filene’s declared bankruptcy on May 4, 2009, and such amount was fully reserved during the quarter. Additionally, this quarter’s per share results were negatively impacted by $0.01 due to the Company’s January 1, 2009 implementation of FASB Staff Position EITF 03-6-1, “Determining whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.” Prior-period per share data was adjusted retrospectively and was also reduced by $0.01 by the adoption of EITF 03-6-1.

Schlitterbahn Vacation Village Update

Schlitterbahn Vacation Village is a planned waterpark, hospitality and retail anchored entertainment destination in Kansas City, Kansas. The project is located on a 368 acre tract that is located near the highly successful Kansas Speedway NASCAR venue and other destination retail. The Company originally committed up to $175 million of financing for the project secured by a first mortgage on the entire 368 acre tract of land. A major component of the project financing involved the issuance of up to $225 million of sales tax revenue bonds; however, due to the dislocation of the credit markets, these bonds, although authorized, have not been brought to market. As a result, this project is now being built in phases with the first phase including the water park expected to open in Summer of this year.

During the three months ended March 31, 2009, the Company advanced $10.1 million under its secured first mortgage loan agreement for the development of Schlitterbahn Vacation Village. Through March 31, 2009, the Company had invested $144.4 million.

On May 6, 2009, the Company finalized agreements that reduced its commitment to the project from $175.0 million to $163.5 million and greatly enhanced the terms of its investment as follows:

• The Company significantly added to its collateral position by placing a mortgage on two other successful water parks in New Braunfels and South Padre Island, Texas. Only a seasonal line of credit secured by the Texas parks totaling not more than $5.0 million ranks superior to the Company’s collateral position.

• All of the collateral is cross-defaulted and cross-collateralized.

• The Company increased the interest rate to 7% from Libor plus 350 basis points upon the Kansas park opening (but in no event later than June 30, 2009), and added a participating interest feature in which the Company receives a percentage of revenue based upon total revenues at all three parks meeting certain threshold levels.

• The borrower is required to cash fund a seasonal interest reserve to provide for interest payments during the off-season.

• The maturity date is extended from September 30, 2012 to May 1, 2019.

In addition, on March 31, 2009, the developer of the parks entered into an option agreement with an affiliate of Penn National Gaming, Inc (Penn National) for a 60 acre tract of land in Kansas which is part of the Company’s collateral. The option agreement has been included in the submission by Penn National for a gaming license at this location. Any proceeds realized from the exercise of the option and the subsequent sale of the property would be used to reduce the Company’s outstanding loan balance.

Toronto Life Square Project Update

Toronto Life Square is a 13 level mixed-use complex in the center of Toronto’s primary urban retail node and was completed in May 2008 at a cost of approximately $330 million Canadian ($268 million U.S.). The 354 thousand square foot project includes 277 thousand square feet of entertainment and retail space and 77 thousand square feet of office space. The complex also includes approximately 25,000 thousand square feet of static and digital signage, including the largest digital sign board in Toronto. The project financing includes a bank syndicated first mortgage construction loan of approximately $119.0 million Canadian ($94.3 million U.S.) as of March 31, 2009, the Company’s mortgage loan of $126.8 million Canadian ($100.6 million U.S.) as of March 31, 2009, with the balance of the capital being subordinated debt or equity from institutional pension funds and the developer.

Prior to January 1, 2009, the Company had been accruing interest income on its note at the stated rate of 15%. Under the terms of the note, a 25% principal paydown plus all of the accrued interest was due on March 2, 2009. The bank syndicate’s mortgage note was due February 27, 2009 and neither this debt nor amounts due under the Company’s mortgage note were paid as scheduled.

In April 2009, the Company and the bank syndicate elected to pursue a receivership after the Company was unable to negotiate acceptable terms with the existing subordinate stakeholders. The appointed receiver, with the support of the Company and the bank syndicate, will oversee the sale of the property and the Company could become the owner of the property if it is the highest bidder or alternatively, could settle its mortgage note receivable with the proceeds from a higher bidder. If the Company becomes the owner through the receiver’s sale process, the Company expects to consolidate the financial results of the property subsequent to the purchase.

The Company ceased accruing interest income as of January 1, 2009 on the loan for book purposes. The borrower’s interest obligation for the first quarter of 2009 of $4.5 million Canadian ($3.8 million U.S) was not recorded in the financial statements and this reduced reported FFO per share for the quarter by

$0.11. Furthermore, management of the Company reviewed the fair market value of the property at March 31, 2009, taking into account an independent appraisal of $277.0 million Canadian dated January 31, 2009 and changes in conditions from February 1, 2009 to March 31, 2009, and determined no loan loss reserve was necessary.

Concord Project Update

The Concord Project is a planned casino development and associated 1,584 acre resort complex in Sullivan County, New York. The development, which is located approximately 90 minutes from New York City, has been granted special legislation that will create a significant gaming tax advantage, if completed in accordance with the enabling legislation. The casino and resort complex is entitled for over 8 million square feet of development, and is planned to include a convention center and support facilities, entertainment venues, hospitality, recreational and retail offerings. Subsequent to the developer securing $750 million in construction loan commitments, along with all necessary entitlement and gaming approvals, the Company, in August 2008, committed to fund $225 million to the project, secured by a first position mortgage on the resort property and a second mortgage on the casino property. As of March 31, 2009, the Company has advanced approximately $133 million under its existing agreements. In the fourth quarter of 2008, one of the lenders that had committed to the construction loan failed as an institution and other lenders reduced their commitments resulting in a deficiency in the required loan proceeds. As a result, the Concord Project has been slowed while the developer of the project seeks additional financing commitments.

The developer ceased making interest payments during the quarter on the Company’s outstanding $133 million mortgage note receivable. Accordingly, the developer’s interest obligation under the effective interest method of $4.6 million, or $0.13 per diluted common share, was not recognized in the Company’s financial statements. The Company continues to evaluate its options with regard to the additional $92 million on its $225 million original loan commitment. The Company has determined to not fund additional amounts, if at all, until certain conditions are met by the developer including evidence that full funding for the project has been secured and all past due amounts are paid to the Company. Management of the Company determined that no loan loss reserve was necessary for this note taking into account an independent appraisal as of April 30, 2009 of the primary collateral, 1,584 acres of land, which indicated a value significantly in excess of the loan balance. Additionally, the developer, both personally and through a related entity, has $20 million of notes outstanding with the Company (unrelated to the Concord project), that were due and payable during the quarter. The Company did not extend the maturity of either note and the notes were not repaid per their contractual terms. Therefore, the Company also began recognizing the interest income related to these notes on a cash basis during the first quarter and $167,000 or approximately $0.01 per share of the borrower’s interest obligation was not recorded in the Company’s financial statements. Management of the Company determined that no loan loss reserve was necessary for either of these notes at March 31, 2009, taking into account the estimated value of the underlying collateral.

Dividend Information

On March 10, 2009, the Company declared a regular quarterly cash dividend of $0.65 per common share, which was paid on April 15, 2009 to common shareholders of record on March 31, 2009. This dividend represents an annual dividend rate of $2.60 per common share. The Company also declared and paid first quarter cash dividends of $0.4844 per share on the 7.75% Series B Preferred Shares, $0.3594 per share on the 5.75% Series C Convertible Preferred Shares, $0.4609 per share on the 7.375% Series D Preferred Shares and $0.5625 per share on the 9.00% Series E Convertible Preferred Shares.

Capital Markets Activity and Liquidity Update

During January and February 2009, the Company continued to deleverage its balance sheet and strengthen its liquidity by issuing 1.9 million common shares through the direct share purchase component of its Dividend Reinvestment and Direct Share Purchase Plan and using the proceeds to reduce the balance outstanding on its unsecured revolving credit facility. These shares were sold at an average price of $23.57 per share and total net proceeds after expenses were approximately $44.3 million.

Additionally, on February 25, 2009, VinREIT, LLC (VinREIT), a subsidiary that holds the Company’s vineyard and winery assets, obtained a $4.0 million term loan under VinREIT’s $160.0 million credit facility. The loan matures on December 1, 2017, is secured by fixtures and equipment and bears interest at LIBOR plus 2.00%. Subsequent to the closing of this loan, approximately $63.3 million of the facility remains available.

The Company has no debt maturities in 2009 and had borrowings on its $235 million line of credit, net of cash on hand, of $79.5 million at March 31, 2009. The Company’s line of credit matures in January 2010 and the Company is in process of renewing this facility.

Portfolio Highlights

As of March 31, 2009, the Company’s real estate portfolio consisted of 80 megaplex theatres totaling approximately 6.6 million square feet, and restaurant, retail and other destination recreation and specialty properties totaling 3.9 million square feet. The Company owned a metropolitan ski area and eight vineyards totaling approximately 1,590 acres and ten wineries totaling approximately 850 thousand square feet as well as 22 public charter schools.

In addition, as of March 31, 2009, the Company’s real estate mortgage loan portfolio had a carrying value of $515.5 million and included financing provided for the construction of entertainment, retail and recreational properties as well as financing provided for ten metropolitan ski areas covering approximately 6,100 acres in six states.

At March 31, 2009, the Company’s megaplex theatres were 100% occupied, and the overall real estate portfolio was 97% occupied.

2009 Earnings and Investment Spending Guidance

The previously announced annualized dividend guidance of $2.60 per common share did not include any cash interest income from either the Company’s investment in the Concord Project or the Toronto Life Square Project. Consistent with the annual dividend guidance, the Company is updating its annual FFO per share guidance to $3.40-$3.60 to remove all income for the year associated with the Concord Project, and all future income related to the $20 million of notes receivable previously described. In addition, the revised FFO per share guidance includes an estimated $0.04 reduction as a result of the implementation of EITF 03-6-1, as well as the $0.04 non-cash charge from this quarter related to Filene’s bad debt expense.

Investment spending for 2009 will be focused on funding our remaining commitments and is expected to total approximately $60 million excluding any spending related to the resolution of the Toronto Life Square receivership process and the Concord Project.

David Brain, President and CEO, commented, “EPR’s primary theater and retail business continues to perform at a very strong level with a 97% occupancy rate at March 31, 2009. Overall movie theater box office receipts are at record levels, up over 14% from the prior year, and the industry continues to roll-out exciting new technology that enhances both the consumer experience and operators’ profits. In addition,

we have made considerable progress with our three large development projects that have been impacted by the unprecedented credit crisis. First, our Schlitterbahn investment has been significantly enhanced with the planned opening of the Kansas park and the addition of two successful water parks in Texas to our collateral position. Second, the commencement of the receivership process related to Toronto Life Square moves us closer to potentially gaining control of a premier entertainment asset in downtown Toronto. Third, we continue to explore all options regarding our investment in the Concord Project; however we have conservatively removed all income from both our dividend and FFO guidance.”

ENTERTAINMENT PROPERTIES TRUST
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands except per share data)

	Three Months Ended March 31,
	2009			2008
Rental revenue	$	50,411		$	49,122
Tenant reimbursements		4,635			5,672
Other income		1,140			711
Mortgage and other financing income		10,518			10,354
Total revenue		66,704			65,859
Property operating expense		8,019			7,027
Other expense		618			936
General and administrative expense		4,125			4,413
Interest expense, net		17,437			17,468
Depreciation and amortization		12,629			10,672
Income before equity in income from joint ventures and discontinued operations		23,876			25,343
Equity in income from joint ventures		219			1,282
Income from continuing operations	$	24,095		$	26,625
Loss from discontinued operations		—			(10	)
Net income		24,095			26,615
Add: Net loss attributable to noncontrolling interests		1,234			507
Net income attributable to Entertainment Properties Trust		25,329			27,122
Preferred dividend requirements		(7,552	)		(5,611	)
Net income available to common shareholders of Entertainment Properties Trust	$	17,777		$	21,511
Per share data attributable to Entertainment Properties Trust common shareholders:
Basic earnings per share data:
Income from continuing operations available to common shareholders	$	0.52		$	0.76
Income from discontinued operations		—			—
Net income available to common shareholders	$	0.52		$	0.76
Diluted earnings per share data:
Income from continuing operations available to common shareholders	$	0.52		$	0.76
Income from discontinued operations		—			—
Net income available to common shareholders	$	0.52		$	0.76
Shares used for computation (in thousands):
Basic		34,363			28,125
Diluted		34,363			28,407

The additional 1.9 million common shares that would result from the conversion of our 5.75% Series C cumulative convertible preferred shares and the additional 1.6 million common shares that would result from the conversion of our 9.00% Series E cumulative convertible preferred shares (issued on April 2, 2008) and the corresponding add-back of the preferred dividends declared on those shares are not included in the calculation of diluted earnings per share for the three months ended March 31, 2009 because the effect is anti-dilutive. However, because a conversion of the 5.75% Series C cumulative convertible preferred shares would be dilutive to FFO per share for the three months ended March 31, 2008, these adjustments have been made in the calculation of diluted FFO per share for these periods.

On January 1, 2009, the Company adopted FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” (FSP EITF 03-6-1). This FSP requires unvested share-based payment awards with non-forfeitable rights to receive dividends to be considered participating securities for the purposes of applying the two-class method of calculating earnings per share. Accordingly, the Company’s nonvested share awards are included in the calculation of earnings per share and prior-period data that was computed using the treasury stock method and has been adjusted retrospectively, which lowered basic and diluted FFO per share by $0.01 for the three months ended March 31, 2008.

ENTERTAINMENT PROPERTIES TRUST
Reconciliation of Net Income Available to Common Shareholders to Funds From Operations (A)
(Unaudited, Dollars in thousands except per share data)

	Three Months Ended March 31,
	2009			2008
Net income available to common shareholders of Entertainment Properties Trust	$	17,777		$	21,511
Subtract: Noncontrolling interest		(1,323	)		(531	)
Add: Real estate depreciation and amortization		12,434			10,501
Add: Allocated share of joint venture depreciation		65			312
FFO available to common shareholders of Entertainment Properties Trust		28,953			31,793
FFO available to common shareholders of Entertainment Properties Trust		28,953			31,793
Add: Preferred dividends for Series C		—			1,941
Diluted FFO available to common shareholders of Entertainment Properties Trust		28,953			33,734
FFO per common share attributable to Entertainment Properties Trust:
Basic	$	0.84		$	1.13
Diluted		0.84			1.11
Shares used for computation (in thousands):
Basic		34,363			28,125
Diluted		34,363			30,315
Weighted average shares outstanding — diluted EPS		34,363			28,407
Effect of dilutive Series C preferred shares		—			1,908
Adjusted weighted average shares outstanding — diluted		34,363			30,315
Other financial information:
Straight-lined rental revenue	$	561			824
Dividends per common share	$	0.65			0.84
FFO payout ratio (1)		77	%		76	%

(1)

FFO payout ratio is calculated by dividing dividends per common share by FFO per diluted common share.

(A)

The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under Generally Accepted Accounting Principles (GAAP). FFO is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to GAAP net income available to common shareholders and earnings per share. FFO, as defined under the revised NAREIT definition and presented by us, is net income available to common shareholders, computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating properties, plus real estate related depreciation and amortization, and after

adjustments for unconsolidated partnerships, joint ventures and other affiliates. Adjustments for unconsolidated partnerships, joint ventures and other affiliates are calculated to reflect FFO on the same basis. FFO is a non-GAAP financial measure. FFO does not represent cash flows from operations as defined by GAAP and is not indicative that cash flows are adequate to fund all cash needs and is not to be considered an alternative to net income or any other GAAP measure as a measurement of the results of our operations or our cash flows or liquidity as defined by GAAP. It should also be noted that not all REITs calculate FFO the same way so comparisons with other REITs may not be meaningful.

ENTERTAINMENT PROPERTIES TRUST
Condensed Consolidated Balance Sheets
(Dollars in thousands)

	As of		As of
	March 31, 2009		December 31, 2008
	(unaudited)
Assets
Rental properties, net	$	1,727,424	$	1,735,617
Property under development		27,324		30,835
Mortgage notes and related accrued interest receivable		515,455		508,506
Investment in a direct financing lease, net		167,003		166,089
Investment in joint ventures		2,482		2,493
Cash and cash equivalents		13,504		50,082
Restricted cash		8,327		10,413
Intangible assets, net		10,746		12,400
Deferred financing costs, net		10,268		10,741
Accounts and notes receivable, net		77,091		73,312
Other assets		42,474		33,437
Total assets	$	2,602,098	$	2,633,925
Liabilities and Shareholders’ Equity
Accounts payable and accrued liabilities	$	27,684	$	35,665
Dividends payable		30,268		34,929
Unearned rents and interest		6,333		8,312
Long-term debt		1,201,117		1,262,368
Total liabilities		1,265,402		1,341,274
Entetainment Properties Trust shareholders’ equity		1,322,814		1,277,434
Noncontrolling interests		13,882		15,217
Total liabilities and shareholders’ equity	$	2,602,098	$	2,633,925

About Entertainment Properties Trust

Entertainment Properties Trust (NYSE:EPR) is a real estate investment trust (REIT) that develops, owns, leases, and finances properties for consumer-preferred, high-quality businesses. EPR’s investments are guided by a focus on inflection opportunities that are associated with or support enduring uses, excellent executions, attractive economics, and an advantageous market position. Our total assets exceed $2.6 billion and include megaplex movie theatres and entertainment retail centers, as well as other destination recreational and specialty investments. Further information is available at www.eprkc.com or from Jon Weis at 888-EPR-REIT or info@eprkc.com.

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

With the exception of historical information, certain statements contained or incorporated by reference herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements may refer to our financial condition, results of operations, plans, objectives, acquisition or disposition of properties, future expenditures for development projects, capital resources, future financial performance and business. Forward-looking statements are not guarantees of performance. They involve numerous risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “will be,” “continue,” “hope,” “goal,” “forecast,” “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” “would,” “may” or other similar expressions contained or incorporated by reference herein. In addition, references to our budgeted amounts are forward looking statements. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.

EX-99.2

Exhibit 99.2

Supplemental Operating and Financial Data

For the Three Months Ended March 31, 2009

May 6, 2009

Entertainment Properties Trust

Supplemental Operating and Financial Data
For the Three Months Ended March 31, 2009

Table of Contents

Section	Page
2009 Capital Spending and Disposition Summaries		4
Portfolio Data
Investment Information by Asset Type		5
Top Ten Customers by Revenue		8
Financial data
Summary of Long-Term Debt		9
Principal Payments Due on Long-Term Debt		10
Summary of Mortgage Notes Receivable		11
Principal Payments Due on Mortgage Notes Receivable		12

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

With the exception of historical information, certain information contained or incorporated by reference herein constitutes forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements may refer to our financial condition, results of operations, plans, objectives, acquisition or disposition of properties, future expenditures for development projects, capital resources, future financial performance and business. Forward-looking statements are not guarantees of performance. They involve numerous risks, uncertainties and assumptions. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements In addition, references to our budgeted amounts are forward looking statements. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Risk Factors” in our most recent annual report on Form 10-K and, to the extent applicable, in our quarterly reports on Form 10-Q.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date indicated herein or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.

2

USE OF EBITDA AS A NON-GAAP FINANCIAL MEASURE

EBITDA is a widely used financial measure in many industries, including the REIT industry, and is presented to assist investors and analysts in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of operating performance, such as gains (or losses) from sales of property and depreciation and amortization and is used in computing various financial ratios as a measure of operational performance. The Company computes EBITDA as the sum of net income plus interest expense (net), depreciation and amortization, gain or loss on sale of real estate, noncontrolling interests, equity in income from joint ventures and discontinued operations. The Company’s method of calculating EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. EBITDA does not represent cash generated from operations as defined by GAAP and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating the Company’s performance or to cash flows as a measure of liquidity.

3

Entertainment Properties Trust
Capital Spending and Disposition Summaries
For the Three Months Ended March 31, 2009
(Unaudited)
(Dollars in thousands)

2009 Capital Spending:

				Capital Spending
				Three Months Ended
Description	Location	Date		March 31, 2009
Development of Schlitterbahn Vacation Village	Kansas City, KS	various			10,088
Additions to Toronto Life Square mortgage note receivable	Toronto, Ontario		2/6/2009		768
Development of custom crush facility	Sonoma County, CA	various			1,084
Development of entertainment retail center	Suffolk, VA	various			1,704
Development of additional gross leasable area	Ontario, Canada	various			788
Development at Rb Winery	Hopland, CA	various			1,042
Development of theatre	Glendora, CA	various			993
Investment in RB Wine Promissory Note	Hopland, CA	various			1,110
Investment in Sapphire Wines Promissory Note	Pasa Robles, CA	various			2,748
Capitalized building improvements	various	various			509
Other capital acquisitions	various	various			344
Total capital spending				$	21,178

2009 Disposition:

				Gain
Description	Location	Date	Cash Received	(Loss)

No dispositions occurred during the three months ended March 31, 2009

4

Entertainment Properties Trust
Financial Information by Asset Type
For the Three Months Ended March 31, 2009
(Unaudited)
(Dollars in thousands)

										Public			Waterpark/
	Retail/			Metropolitan			Vineyards			Charter			Concord
	Theatres			Ski Areas			and Wineries			Schools			Developments			Subtotal			Unallocated			Consolidated
Rental revenue	$	45,655		$	312		$	4,444			—			—			50,411			—		$	50,411
Tenant reimbursements		4,635			—			—			—			—			4,635			—			4,635
Other income		1,120			—			20			—			—			1,140			—			1,140
Mortgage and other financing income		854			3,280			24			4,997			1,363			10,518			—			10,518
Total revenue		52,264			3,592			4,488			4,997			1,363			66,704			—			66,704
Property operating expense		8,011			—			8			—			—			8,019			—			8,019
Other expense		618			—			—			—			—			618			—			618
Total investment expenses		8,629			—			8			—			—			8,637			—			8,637
General and administrative expense		—			—			—			—			—			—			4,125			4,125
EBITDA	$	43,635		$	3,592		$	4,480		$	4,997		$	1,363			58,067		$	4,125			53,942
% of EBITDA		75	%		6	%		8	%		9	%		2	%		100	%
Reconciliation to Consolidated Statements of Income:
Noncontrolling interests																				1,234			1,234
Interest expense, net																				(17,437	)		(17,437	)
Depreciation and amortization																				(12,629	)		(12,629	)
Equity in income from joint ventures																				219			219
Income from continuing operations																							25,329
Discontinued operations:
Income from discontinued operations																				—			—
Net income																							25,329
Preferred dividend requirements																				(7,552	)		(7,552	)
Net income available to common shareholders																						$	17,777

5

Entertainment Properties Trust
Financial Information by Asset Type
For the Three Months Ended March 31, 2008
(Unaudited)
(Dollars in thousands)

										Public			Waterpark/
	Retail/			Metropolitan			Vineyards			Charter			Concord
	Theatres			Ski Areas			and Wineries			Schools			Developments			Subtotal			Unallocated			Consolidated
Rental revenue	$	47,384		$	305		$	1,433			—			—			49,122			—		$	49,122
Tenant reimbursements		5,672			—			—			—			—			5,672			—			5,672
Other income		711			—			—			—			—			711			—			711
Mortgage and other financing income		5,319			2,995			113			89			1,838			10,354			—			10,354
Total revenue		59,086			3,300			1,546			89			1,838			65,859			—			65,859
Property operating expense		7,027			—			—			—			—			7,027			—			7,027
Other expense		936			—			—			—			—			936			—			936
Total investment expenses		7,963			—			—			—			—			7,963			—			7,963
General and administrative expense		—			—			—			—			—			—			4,413			4,413
EBITDA	$	51,123		$	3,300		$	1,546		$	89		$	1,838			57,896		$	4,413			53,483
% of EBITDA		88	%		6	%		3	%		0	%		3	%		100	%
Reconciliation to Consolidated Statements of Income:
Noncontrolling interests																				507			507
Interest expense, net																				(17,468	)		(17,468	)
Depreciation and amortization																				(10,672	)		(10,672	)
Equity in income from joint ventures																				1,282			1,282
Income from continuing operations																							27,132
Discontinued operations:
Income from discontinued operations																				(10	)		(10	)
Net income																							27,122
Preferred dividend requirements																				(5,611	)		(5,611	)
Net income available to common shareholders																						$	21,511

6

Entertainment Properties Trust
Investment Information by Asset Type
As of March 31, 2009 and December 31, 2008
(Unaudited)
(Dollars in thousands)

	As of March 31, 2009
							Vineyards			Public			Waterpark/
	Retail/			Metropolitan			and			Charter			Concord
	Theatres			Ski Areas			Wineries			Schools			Developments			Subtotal			Unallocated			Consolidated
Rental properties, net of accumulated depreciation	$	1,518,626		$	12,051		$	196,747		$	—		$	—		$	1,727,424		$	—		$	1,727,424
Add back accumulated depreciation on rental properties		216,536			956			6,011			—			—			223,503			—			223,503
Property under development		25,249			—			2,075			—			—			27,324			—			27,324
Mortgage notes and related accrued interest receivable		104,204			133,218			—			—			278,033			515,455			—			515,455
Investment in direct financing leases		—			—			—			167,003			—			167,003			—			167,003
Investment in joint ventures		2,482			—			—			—			—			2,482			—			2,482
Intangible assets, net of accumulated amortization		10,746			—			—			—			—			10,746			—			10,746
Add back accumulated amortization on intangible assets		8,357			—			—			—			—			8,357			—			8,357
Accounts and notes receivable		31,117			—			9,375			3,751			—			44,243			32,848			77,091
Less accounts receivable		—			—			—			—			—			—			(32,848	)		(32,848	)
Total investments	$	1,917,317		$	146,225		$	214,208		$	170,754		$	278,033		$	2,726,537		$	—		$	2,726,537
% of total investments		70	%		6	%		8	%		6	%		10	%		100	%

	As of December 31, 2008
							Vineyards			Public			Waterpark/
	Retail/			Metropolitan			and			Charter			Concord
	Theatres			Ski Areas			Wineries			Schools			Developments			Subtotal			Unallocated			Consolidated
Rental properties, net of accumulated depreciation	$	1,534,520		$	12,128		$	188,969		$	—		$	—		$	1,735,617		$	—		$	1,735,617
Add back accumulated depreciation on rental properties		208,504			879			4,695			—			—			214,078			—			214,078
Property under development		21,916			—			8,919			—			—			30,835			—			30,835
Mortgage notes and related accrued interest receivable		106,940			132,468			—			—			269,098			508,506			—			508,506
Investment in direct financing leases		—			—			—			166,089			—			166,089			—			166,089
Investment in joint ventures		2,493			—			—			—			—			2,493			—			2,493
Intangible assets, net of accumulated amortization		12,400			—			—			—			—			12,400			—			12,400
Add back accumulated amortization on intangible assets		7,077			—			—			—			—			7,077			—			7,077
Accounts and notes receivable		31,150			—			5,000			3,756			—			39,906			33,406			73,312
Less accounts receivable		—			—			—			—			—			—			(33,406	)		(33,406	)
Total investments	$	1,925,000		$	145,475		$	207,583		$	169,845		$	269,098		$	2,717,001		$	—		$	2,717,001
% of total investments		71	%		5	%		8	%		6	%		10	%		100	%

7

Entertainment Properties Trust
Top Ten Customers by Revenue

For the Three Months Ended March 31, 2009
(Dollars in thousands)

				Total Revenue For The
				Three Months Ended		Percentage of
		Customers	Asset Type	March 31, 2009		Total Revenue
	1	American Multi-Cinema, Inc.	Retail/Theatres	$	24,837		37	%
	2	Regal Cinemas, Inc.	Retail/Theatres	$	5,079		8	%
	3	Imagine Schools, Inc.	Public Charter Schools	$	5,003		7	%
	4	Peak Resorts, Inc.	Metropolitan Ski Areas	$	3,591		5	%
	5	Rave Motion Pictures	Retail/Theatres	$	3,538		5	%
	6	Southern Theatres, LLC	Retail/Theatres	$	2,687		4	%
	7	Ascentia Wine Estates, LLC	Vineyards and Wineries	$	2,501		4	%
	8	Muvico Entertainment, LLC	Retail/Theatres	$	1,939		3	%
	9	SVVI, LLC	Waterpark Development	$	1,363		2	%
	10	Sapphire Wines, LLC	Vineyards and Wineries	$	545		1	%
Total				$	51,083		76	%

8

Entertainment Properties Trust
Summary of Long-Term Debt
As of March 31, 2009 and December 31, 2008
(Unaudited)
(Dollars in thousands)

	March 31, 2009		December 31, 2008
Unsecured revolving variable rate credit facility, due January 31, 2010	$	93,000		149,000
Mortgage note payable, variable rate, due September 10, 2010		56,250		56,250
Mortgage note payable, 5.60%, due October 7, 2010, two to four year extension at Company’s option upon meeting certain conditions		113,792		113,917
Term loan payable, variable rate, due October 26, 2011, one year extension available at Company’s option		118,500		118,800
Mortgage notes payable, 6.57%-6.73%, due October 1, 2012		46,741		47,056
Mortgage note payable, 6.63%, due November 1, 2012		26,126		26,302
Mortgage notes payable, 4.26%-9.012%, due February 10, 2013		123,942		125,424
Mortgage note payable, 6.84%, due March 1, 2014		87,601		91,583
Mortgage note payable, 5.58%, due April 1, 2014		61,468		61,742
Mortgage note payable, 5.56%, due June 5, 2015		34,171		34,311
Mortgage notes payable, 5.77%, due November 6, 2015		74,022		74,443
Mortgage notes payable, 5.84%, due March 6, 2016		41,569		41,798
Mortgage notes payable, 6.37%, due June 30, 2016		29,564		29,712
Mortgage notes payable, 6.10%, due October 1, 2016		26,581		26,716
Mortgage notes payable, 6.02%, due October 6, 2016		20,047		20,149
Mortgage note payable, 6.06%, due March 1, 2017		11,152		11,207
Mortgage note payable, 6.07%, due April 6, 2017		11,474		11,530
Mortgage notes payable, 5.73%-5.95%, due May 1, 2017		53,225		53,494
Mortgage notes payable, 5.86%, due August 1, 2017		27,218		27,352
Term loan payable, 5.11%-5.78%, due December 1, 2017-June 5, 2018		95,550		92,120
Mortgage note payable, 6.19%, due February 1, 2018		17,015		17,133
Mortgage note payable, 7.37%, due July 15, 2018		12,474		12,694
Bond payable, variable rate, due October 1, 2037		10,635		10,635
Mortgage note payable, 5.50%		4,000		4,000
Mortgage notes payable, 5.00%		5,000		5,000
Total	$	1,201,117		1,262,368

9

Entertainment Properties Trust
Principal Payments Due on Long-Term Debt
As of March 31, 2009
(Unaudited)
(Dollars in thousands)

	Amount			Amount
	Without Extensions			With Extensions
Year:
2009	$	18,702			18,702
2010		288,314	(1)		175,980
2011		142,460	(2)		28,260
2012		92,356			318,890	(1)
2013		127,439			127,439
Thereafter		531,846			531,846
Total	$	1,201,117			1,201,117

(1)

In addition to the maturity of our unsecured revolving facility and recurring principal payments, this amount includes $56.25 million in debt maturing in September 2010 related to the planned resort development in Sullivan County, New York and $113.5 million in debt maturing in October 2010 secured by our entertainment retail center in White Plains, New York. The $113.5 million related to White Plains is extendable for two to four years based on meeting certain conditions including a minimum net operating income threshold. Amount is shown in the “Amount With Extensions” column as if this note was extended for two years.

(2)

In addition to recurring principal payments, this amount includes $115.2 million of maturing debt secured by one theatre and one ski resort as well as five mortgage notes receivable. This debt is extendable at the Company’s option until October 26, 2012.

10

Entertainment Properties Trust

Summary of Mortgage Notes Receivable
As of March 31, 2009 and December 31, 2008
(Unaudited)
(Dollars in thousands)

	March 31, 2009		December 31, 2008
Mortgage note and related accrued interest receivable, LIBOR plus 3.5%, due on demand	$	3,653		3,651
Mortgage note and related accrued interest receivable, 10.00%, due April 2, 2010		30,485		29,735
Mortgage note and related accrued interest receivable, 15.00%, due June 2, 2010-May 31, 2013		100,551		103,289
Mortgage note and related accrued interest receivable, 9.00%, due September 10, 2010		133,118		134,150
Mortgage note and related accrued interest receivable, LIBOR plus 3.5%, due September 30, 2012		144,915		134,948
Mortgage note, 9.53%, due March 10, 2027		8,000		8,000
Mortgage notes, 10.15%, due April 3, 2027		62,500		62,500
Mortgage note, 9.40%, due October 30, 2027		32,233		32,233
Total	$	515,455		508,506

11

Entertainment Properties Trust

Principal Payments Due on Mortgage Notes Receivable
As of March 31, 2009
(Unaudited)
(Dollars in thousands)

	Amount
Year:
2009	$	50,601
2010		197,860
2011		5,173
2012		156,115
2013		2,973
Thereafter		102,733
Total	$	515,455

12