Condensed Consolidating Financial Statements

A portion of our subsidiaries have guaranteed the Company’s indebtedness under the unsecured senior notes and the unsecured revolving credit facility. The guarantees are joint and several, full and unconditional. The following summarizes the Company’s condensed consolidating information as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 (in thousands):

Condensed Consolidating Balance Sheet As of December 31, 2011

	Entertainment Properties Trust (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	694,331	$	1,124,845	$	—		$	1,819,176
Rental properties held for sale, net	—		—		4,696		—			4,696
Land held for development	—		—		184,457		—			184,457
Property under development	—		18,295		4,466		—			22,761
Mortgage notes and related accrued interest receivable, net	—		323,794		1,303		—			325,097
Investment in a direct financing lease, net	—		233,619		—		—			233,619
Investment in joint ventures	20,821		—		4,232		—			25,053
Cash and cash equivalents	1,932		302		12,391		—			14,625
Restricted cash	—		9,871		9,441		—			19,312
Intangible assets, net	—		—		4,485		—			4,485
Deferred financing costs, net	9,291		6,512		2,724		—			18,527
Accounts receivable, net	79		6,051		28,875		—			35,005
Intercompany notes receivable	100,030		—		3,788		(103,818		)	—
Notes receivable and related accrued interest receivable, net	175		—		4,840		—			5,015
Investments in subsidiaries	1,627,298		—		—		(1,627,298		)	—
Other assets	14,694		3,453		4,020		—			22,167
Total assets	$	1,774,320	$	1,296,228	$	1,394,563	$	(1,731,116	)	$	2,733,995
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	15,560	$	8,794	$	11,682	$	—		$	36,036
Dividends payable	38,711		—		—		—			38,711
Unearned rents and interest	—		5,405		1,445		—			6,850
Intercompany notes payable	—		—		103,818		(103,818		)	—
Long-term debt	250,000		223,000		681,295		—			1,154,295
Total liabilities	304,271		237,199		798,240		(103,818		)	1,235,892
Entertainment Properties Trust shareholders’ equity	1,470,049		1,059,029		568,269		(1,627,298		)	1,470,049
Noncontrolling interests	—		—		28,054		—			28,054
Total equity	1,470,049		1,059,029		596,323		(1,627,298		)	1,498,103
Total liabilities and equity	$	1,774,320	$	1,296,228	$	1,394,563	$	(1,731,116	)	$	2,733,995

Condensed Consolidating Balance Sheet As of December 31, 2010

	Entertainment Properties Trust (Issuer)		Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Rental properties, net	$	—	$	807,891	$	1,212,300	$	—		$	2,020,191
Rental properties held for sale, net	—		—		6,432		—			6,432
Land held for development	—		—		184,457		—			184,457
Property under development	—		—		5,967		—			5,967
Mortgage notes and related accrued interest receivable, net	—		305,404		—		—			305,404
Investment in a direct financing lease, net	—		226,433		—		—			226,433
Investment in joint ventures	19,159		—		2,851		—			22,010
Cash and cash equivalents	3,356		1,116		7,304		—			11,776
Restricted cash	25		7,287		8,967		—			16,279
Intangible assets, net	—		29,829		5,815		—			35,644
Deferred financing costs, net	9,576		5,011		5,784		—			20,371
Accounts receivable, net	110		9,067		30,637		—			39,814
Intercompany notes receivable	227,141		—		28,649		(255,790		)	—
Notes receivable and related accrued interest receivable, net	168		—		4,959		—			5,127
Investments in subsidiaries	1,634,257		—		—		(1,634,257		)	—
Other assets	15,887		3,625		4,003		—			23,515
Total assets	$	1,909,679	$	1,395,663	$	1,508,125	$	(1,890,047	)	$	2,923,420
Liabilities and Equity
Liabilities:
Accounts payable and accrued liabilities	$	18,636	$	26,251	$	11,601	$	—		$	56,488
Dividends payable	37,804		—		—		—			37,804
Unearned rents and interest	—		5,079		1,612		—			6,691
Intercompany notes payable	—		132,067		123,723		(255,790		)	—
Long-term debt	250,000		142,000		799,179		—			1,191,179
Total liabilities	306,440		305,397		936,115		(255,790		)	1,292,162
Entertainment Properties Trust shareholders’ equity	1,603,239		1,090,266		543,991		(1,634,257		)	1,603,239
Noncontrolling interests	—		—		28,019		—			28,019
Total equity	1,603,239		1,090,266		572,010		(1,634,257		)	1,631,258
Total liabilities and equity	$	1,909,679	$	1,395,663	$	1,508,125	$	(1,890,047	)	$	2,923,420

Condensed Consolidating Statement of Income For the Year Ended December 31, 2011

	Entertainment Properties Trust (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantors Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	82,072		$	143,959		$	—		$	226,031
Tenant reimbursements	—			1,545			16,420			—			17,965
Other income	94			8			1,681			—			1,783
Mortgage and other financing income	416			54,689			775			—			55,880
Intercompany fee income	2,726			—			—			(2,726		)	—
Interest income on intercompany notes receivable	16,665			—			2,365			(19,030		)	—
Total revenue	19,901			138,314			165,200			(21,756		)	301,659
Equity in subsidiaries’ earnings	111,301			—			—			(111,301		)	—
Property operating expense	—			3,692			19,855			—			23,547
Intercompany fee expense	—			—			2,726			(2,726		)	—
Other expense	—			20			3,979			—			3,999
General and administrative expense	—			9,162			11,011			—			20,173
Costs associated with loan refinancing or payoff, net	—			—			5,773			—			5,773
Interest expense, net	20,069			7,862			43,748			—			71,679
Interest expense on intercompany notes payable	—			—			19,030			(19,030		)	—
Transaction costs	1,403			—			327			—			1,730
Impairment charges	—			—			27,115			—			27,115
Depreciation and amortization	1,062			14,631			32,234			—			47,927
Income (loss) before equity in income from joint ventures and discontinued operations	108,668			102,947			(598		)	(111,301		)	99,716
Equity in income from joint ventures	2,805			—			42			—			2,847
Income (loss) from continuing operations	$	111,473		$	102,947		$	(556	)	$	(111,301	)	$	102,563
Discontinued operations:
Interest income on intercompany notes receivable	3,755			—			—			(3,755		)	—
Interest expense on intercompany notes payable	—			(3,755		)	—			3,755			—
Income from discontinued operations	—			1,888			211			—			2,099
Impairment charges	—			—			(8,941		)	—			(8,941		)
Gain on sale or acquisition of real estate	—			19,529			16			—			19,545
Net income	115,228			120,609			(9,270		)	(111,301		)	115,266
Add: Net income attributable to noncontrolling interests	—			—			(38		)	—			(38		)
Net income (loss) attributable to Entertainment Properties Trust	115,228			120,609			(9,308		)	(111,301		)	115,228
Preferred dividend requirements	(28,140		)	—			—			—			(28,140		)
Series B preferred share redemption costs	(2,769		)	—			—			—			(2,769		)
Net income (loss) available to common shareholders of Entertainment Properties Trust	$	84,319		$	120,609		$	(9,308	)	$	(111,301	)	$	84,319

Condensed Consolidating Statement of Income For the Year Ended December 31, 2010

	Entertainment Properties Trust (Issuer)			Wholly Owned Subsidiary Guarantors			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	73,317		$	146,632		$	—		$	219,949
Tenant reimbursements	—			1,475			15,625			—			17,100
Other income	101			7			428			—			536
Mortgage and other financing income	456			51,102			700			—			52,258
Intercompany fee income	2,595			—			—			(2,595		)	—
Interest income on intercompany notes receivable	15,389			—			2,184			(17,573		)	—
Total revenue	18,541			125,901			165,569			(20,168		)	289,843
Equity in subsidiaries’ earnings	92,944			—			—			(92,944		)	—
Property operating expense	12			3,620			21,052			—			24,684
Intercompany fee expense	—			—			2,595			(2,595		)	—
Other expense	—			62			1,044			—			1,106
General and administrative expense	—			8,400			9,825			—			18,225
Costs associated with loan refinancing or payoff, net	—			11,288			95			—			11,383
Interest expense, net	10,244			11,587			50,480			—			72,311
Interest expense on intercompany notes payable	—			—			17,573			(17,573		)	—
Transaction costs	347			—			170			—			517
Provision for loan losses	—			—			700			—			700
Impairment charges	463			—			—			—			463
Depreciation and amortization	596			12,605			32,158			—			45,359
Income before equity in income from joint ventures and discontinued operations	99,823			78,339			29,877			(92,944		)	115,095
Equity in income (loss) from joint ventures	2,295			—			(157		)	—			2,138
Income from continuing operations	$	102,118		$	78,339		$	29,720		$	(92,944	)	$	117,233
Discontinued operations:
Interest income on intercompany notes receivable	12,756			—			1,000			(13,756		)	—
Interest expense on intercompany notes payable	—			(12,756		)	(1,000		)	13,756			—
Loss from discontinued operations	—			(701		)	(4,494		)	—			(5,195		)
Transaction costs	—			(7,270		)	—			—			(7,270		)
Gain (loss) on sale or acquisition of real estate	—			9,023			(736		)	—			8,287
Net income	114,874			66,635			24,490			(92,944		)	113,055
Add: Net loss attributable to noncontrolling interests	—			—			1,819			—			1,819
Net income attributable to Entertainment Properties Trust	114,874			66,635			26,309			(92,944		)	114,874
Preferred dividend requirements	(30,206		)	—			—			—			(30,206		)
Net income available to common shareholders of Entertainment Properties Trust	$	84,668		$	66,635		$	26,309		$	(92,944	)	$	84,668

Condensed Consolidating Statement of Income For the Year Ended December 31, 2009

	Entertainment Properties Trust (Issuer)			Wholly Owned Subsidiary Guarantors		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Rental revenue	$	—		$	51,838	$	141,178		$	—		$	193,016
Tenant reimbursements	—			1,656		13,782			—			15,438
Other income	92			5		2,736			—			2,833
Mortgage and other financing income	1,057			41,959		1,983			—			44,999
Intercompany fee income	2,345			—		—			(2,345		)	—
Interest income on intercompany notes receivable	21,026			—		1,811			(22,837		)	—
Total revenue	24,520			95,458		161,490			(25,182		)	256,286
Equity in subsidiaries’ earnings	1,144			—		—			(1,144		)	—
Property operating expense	—			3,598		18,334			—			21,932
Intercompany fee expense	—			—		2,345			(2,345		)	—
Other expense	—			—		2,185			—			2,185
General and administrative expense	—			5,494		9,639			—			15,133
Costs associated with loan refinancing or payoff, net	—			117		—			—			117
Interest expense, net	(47		)	12,516		53,062			—			65,531
Interest expense on intercompany notes payable	—			7,717		15,120			(22,837		)	—
Transaction costs	194			1,045		2,082			—			3,321
Provision for loan losses	18,000			34,757		18,197			—			70,954
Impairment charges	—			—		2,083			—			2,083
Depreciation and amortization	405			10,794		30,202			—			41,401
Income before equity in income from joint ventures and discontinued operations	7,112			19,420		8,241			(1,144		)	33,629
Equity in income from joint ventures	895			—		—			—			895
Income from continuing operations	$	8,007		$	19,420	$	8,241		$	(1,144	)	$	34,524
Discontinued operations:
Interest income on intercompany notes receivable	—			—		2,000			(2,000		)	—
Interest expense on intercompany notes payable	—			—		(2,000		)	2,000			—
Loss from discontinued operations	—			—		(6,354		)	—			(6,354		)
Impairment charges	—			—		(40,076		)	—			(40,076		)
Net income (loss)	8,007			19,420		(38,189		)	(1,144		)	(11,906		)
Add: Net loss attributable to noncontrolling interests	—			—		19,913			—			19,913
Net income (loss) attributable to Entertainment Properties Trust	8,007			19,420		(18,276		)	(1,144		)	8,007
Preferred dividend requirements	(30,206		)	—		—			—			(30,206		)
Net income (loss) available to common shareholders of Entertainment Properties Trust	$	(22,199	)	$	19,420	$	(18,276	)	$	(1,144	)	$	(22,199	)

Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2011

	Entertainment Properties Trust (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,726		$	—		$	(2,726	)	$	—
Interest income (expense) on intercompany receivable/payable	16,665			—			(16,665		)	—
Net cash provided (used) by other operating activities	(12,924		)	120,103			88,620			195,799
Net cash provided by operating activities	6,467			120,103			69,229			195,799
Investing activities:
Acquisition of rental properties and other assets	(603		)	(41,795		)	(10,777		)	(53,175		)
Proceeds from sale of real estate	—			—			1,700			1,700
Investment in unconsolidated joint ventures	(2,773		)	—			(1,197		)	(3,970		)
Investment in mortgage notes receivable	—			(18,391		)	(1,297		)	(19,688		)
Investment in a direct financing lease, net	—			(2,113		)	—			(2,113		)
Additions to property under development	—			(35,385		)	(22,541		)	(57,926		)
Investment in intercompany notes payable	127,111			(132,067		)	4,956			—
Advances to subsidiaries, net	108,495			(174,548		)	66,053			—
Net cash provided (used) by investing activities of continuing operations	232,230			(404,299		)	36,897			(135,172		)
Net cash used by other investing activities of discontinued operations	—			(58		)	—			(58		)
Net proceeds from sale of real estate from discontinued operations	—			205,936			18,976			224,912
Net cash provided (used) by investing activities	232,230			(198,421		)	55,873			89,682
Financing activities:
Proceeds from long-term debt facilities	—			387,000			—			387,000
Principal payments on long-term debt	—			(306,000		)	(119,859		)	(425,859		)
Deferred financing fees paid	(396		)	(3,330		)	(5		)	(3,731		)
Net proceeds from issuance of common shares	253			—			—			253
Redemption of preferred shares	(80,030		)	—			—			(80,030		)
Impact of stock option exercises, net	966			—			—			966
Purchase of common shares for treasury	(3,070		)	—			—			(3,070		)
Dividends paid to shareholders	(157,844		)	—			—			(157,844		)
Net cash provided (used) by financing	(240,121		)	77,670			(119,864		)	(282,315		)
Effect of exchange rate changes on cash	—			(166		)	(151		)	(317		)
Net increase (decrease) in cash and cash equivalents	(1,424		)	(814		)	5,087			2,849
Cash and cash equivalents at beginning of the period	3,356			1,116			7,304			11,776
Cash and cash equivalents at end of the period	$	1,932		$	302		$	12,391		$	14,625

Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2010

	Entertainment Properties Trust (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,595		$	—		$	(2,595	)	$	—
Interest income (expense) on intercompany receivable/payable	28,145			(12,756		)	(15,389		)	—
Net cash provided by other operating activities	4,206			99,172			77,013			180,391
Net cash provided by operating activities	34,946			86,416			59,029			180,391
Investing activities:
Acquisition of rental properties and other assets	(4,286		)	(124,623		)	(2,148		)	(131,057		)
Investment in unconsolidated joint ventures	(15,662		)	—			(1,029		)	(16,691		)
Cash paid related to Cappelli settlement	3,483			—			(8,069		)	(4,586		)
Investment in mortgage note receivable	—			(5,696		)	—			(5,696		)
Investment in a direct financing lease, net	—			(51,833		)	—			(51,833		)
Additions to property under development	—			(376		)	(4,558		)	(4,934		)
Investment in intercompany notes payable	(42,801		)	38,072			4,729			—
Advances to subsidiaries, net	(218,024		)	188,298			29,726			—
Net cash provided (used) by investing activities of continuing operations	(277,290		)	43,842			18,651			(214,797		)
Net cash used in investing activites of discontinued operations	—			(111,718		)	(1,259		)	(112,977		)
Net proceeds from sale of discontinued operations	—			—			7,456			7,456
Net cash provided (used) in investing activites	(277,290		)	(67,876		)	24,848			(320,318		)
Financing activities:
Proceeds from long-term debt facilities	245,725			524,500			—			770,225
Principal payments on long-term debt	—			(535,100		)	(81,394		)	(616,494		)
Deferred financing fees paid	(5,686		)	(5,870		)	(53		)	(11,609		)
Net proceeds from issuance of common shares	141,134			—			—			141,134
Impact of stock option exercises, net	(815		)	—			—			(815		)
Proceeds from payment on shareholder loan	281			—			—			281
Purchase of common shares for treasury	(2,182		)	—			—			(2,182		)
Distributions paid to noncontrolling interests	—			—			10			10
Dividends paid to shareholders	(146,324		)	—			—			(146,324		)
Net cash provided (used) by financing activities of continuing operations	232,133			(16,470		)	(81,437		)	134,226
Net cash used by financing activities of discontinued operations	—			(1,348		)	(4,923		)	(6,271		)
Net cash provided (used) by financing activities	232,133			(17,818		)	(86,360		)	127,955
Effect of exchange rate changes on cash	—			286			324			610
Net increase (decrease) in cash and cash equivalents	(10,211		)	1,008			(2,159		)	(11,362		)
Cash and cash equivalents at beginning of the period	13,567			108			9,463			23,138
Cash and cash equivalents at end of the period	$	3,356		$	1,116		$	7,304		$	11,776

Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2009

	Entertainment Properties Trust (Issuer)			Wholly Owned Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Intercompany fee income (expense)	$	2,345		$	—		$	(2,345	)	$	—
Interest income (expense) on intercompany receivable/payable	21,026			(7,717		)	(13,309		)	—
Net cash provided by other operating activities	1,868			67,403			79,546			148,817
Net cash provided by operating activities	25,239			59,686			63,892			148,817
Investing activities:
Acquisition of rental properties and other assets	(240		)	(123,498		)	(11,374		)	(135,112		)
Investment in unconsolidated joint ventures	(64		)	—			(1,613		)	(1,677		)
Investment in mortgage notes receivable	—			(35,945		)	—			(35,945		)
Proceeds from mortgage note receivable paydown	—			—			3,512			3,512
Investment in promissory notes receivable	—			—			(4,108		)	(4,108		)
Proceeds from promissory note receivable paydown	—			—			1,000			1,000
Additions to property under development	—			—			(19,672		)	(19,672		)
Investment in intercompany notes payable	(5,430		)	—			5,430			—
Advances to subsidiaries, net	(202,925		)	219,931			(17,006		)	—
Net cash provided (used) by investing activities	(208,659		)	60,488			(43,831		)	(192,002		)
Financing activities:
Proceeds from long-term debt facilities	—			128,000			4,006			132,006
Principal payments on long-term debt	—			(243,200		)	(23,223		)	(266,423		)
Deferred financing fees paid	(75		)	(4,773		)	(169		)	(5,017		)
Net proceeds from issuance of common shares	284,965			—			—			284,965
Impact of stock option exercises, net	(805		)	—			—			(805		)
Purchase of common shares for treasury	(1,201		)	—			—			(1,201		)
Distributions paid to noncontrolling interests	—			—			(209		)	(209		)
Dividends paid to shareholders	(126,907		)	—			—			(126,907		)
Net cash provided (used) by financing activities of continuing operations	155,977			(119,973		)	(19,595		)	16,409
Net cash used by financing activities of discontinued operations	—			—			(751		)	(751		)
Net cash provided (used) by financing activities	155,977			(119,973		)	(20,346		)	15,658
Effect of exchange rate changes on cash	—			(149		)	732			583
Net increase (decrease) in cash and cash equivalents	(27,443		)	52			447			(26,944		)
Cash and cash equivalents at beginning of the period	41,010			56			9,016			50,082
Cash and cash equivalents at end of the period	$	13,567		$	108		$	9,463		$	23,138