Regal Entertainment Group Reports Results for Third Quarter 2009 and Declares Quarterly Dividend

October 29, 2009 4:00 PM EDT

KNOXVILLE, Tenn.--(BUSINESS WIRE)-- Regal Entertainment Group (NYSE: RGC), a leading motion picture exhibitor owning and operating the largest theatre circuit in the United States, today announced fiscal third quarter 2009 results and declared a cash dividend of $0.18 per common share.

Total revenues for the third quarter ended October 1, 2009 were $673.5 million compared to total revenues of $757.6 million for the third quarter ended September 25, 2008. Net income (loss) attributable to controlling interest was $(1.8) million in the third quarter of 2009 compared to $31.0 million in the third quarter of 2008. Diluted earnings (loss) per share was $(0.01) for the third quarter of 2009 compared to $0.20 during the third quarter of 2008. Adjusted diluted earnings per share(1) was $0.05 for the third quarter of 2009 compared to $0.25 during the third quarter of 2008. Adjusted EBITDA(4) was $105.9 million for the third quarter of 2009 and $146.9 million for the third quarter of 2008.

Total revenues for the three quarters ended October 1, 2009 were $2,128.3 million compared to total revenues of $2,060.2 million for the three quarters ended September 25, 2008. Net income attributable to controlling interest was $60.0 million in the first three quarters of 2009 compared to $82.8 million in the first three quarters of 2008. Diluted earnings per share was $0.39 for the first three quarters of 2009 compared to $0.53 during the first three quarters of 2008. Adjusted diluted earnings per share(1) was $0.51 for the first three quarters of 2009 compared to $0.61 during the first three quarters of 2008. Adjusted EBITDA(4) was $403.0 million for the first three quarters of 2009 and $402.4 million for the first three quarters of 2008.

The comparability of results for both the quarter and three quarters ended October 1, 2009 to prior periods was impacted by a shift in Regal's fiscal calendar. (6) Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

Regal's Board of Directors also today declared a cash dividend of $0.18 per Class A and Class B common share, payable on December 17, 2009, to stockholders of record on December 9, 2009. The Company intends to pay a regular quarterly dividend for the foreseeable future at the discretion of the Board of Directors depending on available cash, anticipated cash needs, overall financial condition, loan agreement restrictions, future prospects for earnings and cash flows as well as other relevant factors.

"We are pleased with the strong year-to-date box office results, the success of films released in the premium-priced 3-D and IMAX formats, and the increase in our year-to-date free cash flow," stated Amy Miles, CEO of Regal Entertainment Group. "We are also encouraged by the early fourth quarter box office results and the outlook for the remainder of the year," Miles continued.

Forward-looking Statements:

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the risk factors contained in the Company's 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009. All forward-looking statements are expressly qualified in their entirety by such factors.

Conference Call:

Regal Entertainment Group management will conduct a conference call to discuss third quarter 2009 results on October 29, 2009 at 4:30 p.m. (Eastern Time). Interested parties can listen to the call live on the Internet through the investor relations section of the Company's Web site: www.REGmovies.com, or by dialing 877-407-0778 (Domestic) and 201-689-8565 (International). Please dial in to the call at least 5 - 10 minutes prior to the start of the call or go to the Web site at least 15 minutes prior to the call to download and install any necessary audio software. When prompted, ask for the Regal Entertainment Group conference call. A replay of the call will be available beginning approximately two hours following the call. Those interested in listening to the replay of the conference call should dial 877-660-6853 (Domestic) or 201-612-7415 (International) and enter account #286 and conference call ID #330820. In addition, this press release and other pertinent statistical and financial information are available in the investor relations section of the Company's Web site: www.REGmovies.com.

About Regal Entertainment Group

Regal Entertainment Group (NYSE: RGC) is the largest motion picture exhibitor in the United States. The Company's theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,775 screens in 548 locations in 39 states and the District of Columbia. Regal operates theatres in all of the top 32 and 44 of the top 50 U.S. designated market areas. We believe that the size, reach and quality of the Company's theatre circuit not only provide its patrons with a convenient and enjoyable movie-going experience, but is also an exceptional platform to realize economies of scale in theatre operations.

Additional information is available on the Company's Web site at www.REGmovies.com.


Regal Entertainment Group

Consolidated Statements of Income (Loss) Information

For the Fiscal Quarters and Three Quarters Ended 10/01/09 and 09/25/08

(in millions, except per share data)

(unaudited)         Quarter Ended                Three Quarters Ended

                    Oct. 1, 2009    Sept. 25,    Oct. 1, 2009    Sept. 25, 2008
                                    2008(5)                      (5)

Revenues

Admissions          $ 463.4         $ 516.8      $ 1,464.6       $ 1,404.5

Concessions           182.6           209.6        576.9           564.6

Other
operating             27.5            31.2         86.8            91.1
revenues

Total revenues        673.5           757.6        2,128.3         2,060.2

Operating
expenses

Film rental
and                   244.6           282.0        767.7           744.9
advertising
costs

Cost of               27.1            30.4         82.8            78.6
concessions

Rent expense          93.7            94.1         282.2           267.4

Other
operating             194.2           197.2        575.9           546.3
expenses

General and
administrative        17.1            15.5         47.8            46.3
expenses

(including
share-based
compensation
expense

of $1.7 and
$1.4 for the
quarters ended

Oct. 1, 2009
and Sept. 25,
2008,
respectively,

and $4.3 for
the three
quarters ended

Oct. 1, 2009
and Sept. 25,
2008)

Depreciation
and                   51.2            51.1         151.6           147.3
amortization

Net loss on
disposal and
impairment

of operating          7.2             11.5         23.1            16.0
assets

Joint venture
employee            -                 0.1        -                 0.4
compensation

Income from           38.4            75.7         197.2           213.0
operations

Interest              40.3            29.9         114.5           91.7
expense, net

Earnings
recognized            (7.4  )         (7.1  )      (26.8   )       (21.4   )
from NCM

Loss on debt          7.4           -              7.4             3.0
extinguishment

Other, net            1.0             0.6          2.0             1.9

Income (loss)
before income         (2.9  )         52.3         100.1           137.8
taxes

Provision for
(benefit from)        (1.0  )         21.3         40.3            55.1
income taxes

Net income            (1.9  )         31.0         59.8            82.7
(loss)

Noncontrolling
interest, net         0.1           -              0.2             0.1
of tax

Net income
(loss)
attributable        $ (1.8  )       $ 31.0       $ 60.0          $ 82.8
to controlling
interest

Diluted
earnings            $ (0.01 )       $ 0.20       $ 0.39          $ 0.53
(loss) per
share

Adjusted
diluted             $ 0.05          $ 0.25       $ 0.51          $ 0.61
earnings per
share(1)

Weighted
average number
of diluted

shares                153.1           153.8        154.1           155.7
outstanding(2)

Adjusted
weighted
average number
of diluted

shares                154.0           153.8        154.1           155.7
outstanding(3)




Consolidated Summary Balance Sheet Information

(dollars in millions)

(unaudited)                                 As of              As of

                                            Oct. 1, 2009       Jan. 1, 2009(5)

Cash and cash equivalents                   $ 192.3            $ 170.2

Total assets                                  2,512.5            2,595.8

Total debt                                    2,000.6            2,004.9

Total stockholders' deficit of Regal          (257.9  )          (235.5  )
Entertainment Group




Operating Data

(unaudited)                           Quarter Ended

                                      Oct. 1, 2009      Sept. 25, 2008(5)

Theatres at period end                  548               551

Screens at period end                   6,775             6,782

Average screens per theatre             12.4              12.3

Attendance (in thousands)               57,098            66,813

Average ticket price                  $ 8.12            $ 7.74

Average concessions per patron        $ 3.20            $ 3.14




Reconciliation of EBITDA to Net Cash Provided by (Used in) Operating Activities

(dollars in millions)

(unaudited)       Quarter Ended                    Three Quarters Ended

                  Oct. 1, 2009   Sept. 25, 2008    Oct. 1, 2009   Sept. 25, 2008
                                 (5)                              (5)

EBITDA            $ 88.7         $ 133.3           $ 366.4        $ 376.9

Interest            (40.3 )        (29.9  )          (114.5 )       (91.7  )
expense, net

Provision for       1.0            (21.3  )          (40.3  )       (55.1  )
income taxes

Deferred            2.6            (2.0   )          (1.7   )       (29.3  )
income taxes

Changes in
operating           (91.3 )        (127.6 )          (45.0  )       (112.6 )
assets and
liabilities

Loss on debt        7.4          -                   7.4            3.0
extinguishment

Other items,        15.1           18.1              47.7           35.9
net

Net cash
provided by
(used in)         $ (16.8 )      $ (29.4  )        $ 220.0        $ 127.1
operating
activities

Reconciliation
of EBITDA to
Adjusted
EBITDA

(dollars in
millions)

(unaudited)       Quarter Ended                    Three Quarters Ended

                  Oct. 1, 2009   Sept. 25, 2008    Oct. 1, 2009   Sept. 25, 2008
                                 (5)                              (5)

EBITDA            $ 88.7         $ 133.3           $ 366.4        $ 376.9

Net loss on
disposal and
impairment of       7.2            11.5              23.1           16.0
operating
assets

Share-based
compensation        1.7            1.4               4.3            4.3
expense

Joint venture
employee          -                0.1             -                0.4
compensation

Loss on debt        7.4          -                   7.4            3.0
extinguishment

Noncontrolling
interest, net       0.9            0.6               1.8            1.8
of tax and
other, net

Adjusted          $ 105.9        $ 146.9           $ 403.0        $ 402.4
EBITDA(4)

Free Cash Flow

(dollars in
millions)

(unaudited)       Quarter Ended                    Three Quarters Ended

                  Oct. 1, 2009   Sept. 25, 2008    Oct. 1, 2009   Sept. 25, 2008

Net cash
provided by
(used in)         $ (16.8 )      $ (29.4  )        $ 220.0        $ 127.1
operating
activities

Capital             (25.4 )        (28.5  )          (86.3  )       (99.1  )
expenditures

Proceeds from     -                0.3               0.4            3.6
asset sales

Free cash flow    $ (42.2 )      $ (57.6  )        $ 134.1        $ 31.6
(4)




Reconciliation to Diluted Earnings (Loss) Per Share and Net Income (Loss)

(dollars in millions, except per share data)

(unaudited)          Quarter Ended                 Three Quarters Ended

                     Oct. 1, 2009    Sept. 25,     Oct. 1, 2009     Sept. 25,
                                     2008(5)                        2008(5)

Net income
(loss)
attributable to      $ (1.8  )       $ 31.0        $ 60.0           $  82.8
controlling
interest

Loss on debt
extinguishment,        4.5           -               4.5               1.8
net of related
tax effects

Net loss on
disposal and
impairment of
operating

assets, net of
related tax            4.4             7.0           14.0              9.7
effects

Net income
attributable to
controlling
interest,

excluding loss
on debt
extinguishment
and

net loss on
disposal and
impairment of

operating
assets, net of       $ 7.1           $ 38.0        $ 78.5           $  94.3
related tax
effects

Weighted
average number
of diluted             153.1           153.8         154.1             155.7
shares
outstanding(2)

Weighted
average effect         0.9           -             -                -
of dilutive
securities

Adjusted
weighted
average number
of diluted

shares                 154.0           153.8         154.1             155.7
outstanding(3)

Adjusted
diluted              $ 0.05          $ 0.25        $ 0.51           $  0.61
earnings per
share(1)

Diluted
earnings (loss)      $ (0.01 )       $ 0.20        $ 0.39           $  0.53
per share




(1) We have included adjusted diluted earnings per share, which is diluted
earnings (loss) per share excluding loss on debt extinguishment, net of related
tax effects and net loss on disposal and impairment of operating assets, net of
related tax effects, because we believe it provides investors with a useful
industry comparative and is a financial measure used by management to assess the
performance of our Company.

(2) Represents reported weighted average number of diluted shares outstanding
for purposes of computing diluted earnings (loss) per share for the quarters and
three quarters ended October 1, 2009 and September 25, 2008. Since the Company
reported a net loss attributable to controlling interest of $1.8 million for the
quarter ended October 1, 2009, no common stock equivalents were included as the
effect would have been antidilutive.

(3) Represents the weighted average number of diluted shares outstanding, after
giving effect to common stock equivalents that had a dilutive effect on the
computation of adjusted earnings per diluted share for the quarter and three
quarters ended October 1, 2009.

(4) Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization expense, net loss on disposal and impairment of operating assets,
share-based compensation expense, joint venture employee compensation, loss on
debt extinguishment , noncontrolling interest, net of tax and other, net) was
approximately $105.9 million for the quarter ended Oct. 1, 2009. We believe
EBITDA, Adjusted EBITDA and Free Cash Flow provide useful measures of cash flows
from operations for our investors because EBITDA, Adjusted EBITDA and Free Cash
Flow are industry comparative measures of cash flows generated by our operations
and because they are financial measures used by management to assess the
liquidity of our Company. EBITDA, Adjusted EBITDA and Free Cash Flow are not
measurements of liquidity under U.S. generally accepted accounting principles
and should not be considered in isolation or construed as a substitute for other
operations data or cash flow data prepared in accordance with U.S. generally
accepted accounting principles for purposes of analyzing our liquidity. In
addition, not all funds depicted by EBITDA, Adjusted EBITDA and Free Cash Flow
are available for management's discretionary use. For example, a portion of such
funds are subject to contractual restrictions and functional requirements to pay
debt service, fund necessary capital expenditures and meet other commitments
from time to time as described in more detail in the Company's 2008 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
2, 2009. EBITDA, Adjusted EBITDA and Free Cash Flow, as calculated, may not be
comparable to similarly titled measures reported by other companies.

(5) Effective January 2, 2009, we retrospectively adopted certain provisions of
FASB Accounting Standards Codification Subtopic 470-20, Debt Debt with
Conversion and Other Options ("ASC Subtopic 470-20"). Our 61/4% Convertible
Senior Notes and the 33/4% Convertible Senior Notes are within the scope of ASC
Subtopic 470-20; therefore, we were required to retrospectively record the debt
portions of the 61/4% Convertible Senior Notes and the 33/4% Convertible Senior
Notes at their fair values as of the respective dates of issuance and amortize
the related debt discount into interest expense over the life of each debt
instrument during the periods in which the debt instruments are outstanding.

During the quarter ended September 25, 2008, we retrospectively recorded
approximately $0.9 million of non-cash interest expense for the 61/4%
Convertible Senior Notes. After related tax effects, the resulting decrease in
net income attributable to controlling interest from the adoption of ASC
Subtopic 470-20 was approximately $0.6 million for the quarter ended September
25, 2008. During the three quarters ended September 25, 2008, we retrospectively
recorded approximately $3.1 million of non-cash interest expense for the 61/4%
Convertible Senior Notes and the 33/4% Convertible Senior Notes. In addition,
for the three quarters ended September 25, 2008, amounts previously recorded for
loss on debt extinguishment and provision for income taxes were retrospectively
adjusted by $67.5 million and $24.0 million, respectively. The resulting
increase in net income attributable to controlling interest from the adoption of
ASC Subtopic 470-20 was approximately $40.4 million for the three quarters ended
September 25, 2008. In addition, the unaudited consolidated summary balance
sheet information as of January 1, 2009 presented herein has been
retrospectively adjusted to give effect to the adoption of ASC Subtopic 470-20
as follows:




                                                            As of

                    As of                                   January 1, 2009

                    January 1, 2009      Impact of          (As Revised for

                    (Previously          ASC Subtopic       ASC Subtopic
                    Reported)            470-20             470-20)

                                         (in millions)

Total assets        $ 2,599.5            $ (3.7        )    $ 2,595.8

Total debt            2,014.4              (9.5        )      2,004.9

Total
stockholders'
deficit

of Regal
Entertainment         (241.3        )      5.8                (235.5        )
Group



(6) The comparability of the quarter ended October 1, 2009 to the quarter ended September 25, 2008 was impacted by a shift in our quarterly fiscal calendar, which resulted in the traditionally robust attendance week leading up to July 4th being included in the Q3 2008 period, but not the Q3 2009 period. In addition, the comparability of the three quarters ended October 1, 2009 to the three quarters ended September 25, 2008 was impacted by a shift in our annual fiscal calendar, which resulted in the traditionally high attendance week between Christmas and New Years Day being included in the Fiscal 2008 Period, but not the Fiscal 2009 Period, and by our acquisition of 400 screens from Consolidated Theatres on April 30, 2008.


    Source: Regal Entertainment Group


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