Regal Entertainment Group Reports Operating Results (10-Q)

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Aug 11, 2009
Regal Entertainment Group (RGC, Financial) filed Quarterly Report for the period ended 2009-07-02.

Regal Entertainment Group is a leading motion picture exhibitor operating the largest theatre circuit in the United States. The Company\'s nationwide theatre circuit is comprised of Regal Cinemas Corporation United Artists Theatre Company and Edwards Theatres Inc. Regal Entertainment Group has a market cap of $1.89 billion; its shares were traded at around $12.3 with a P/E ratio of 14.3 and P/S ratio of 0.7. The dividend yield of Regal Entertainment Group stocks is 5.9%.

Highlight of Business Operations:

On March 10, 2008, Regal issued $200.0 million aggregate principal amount of 6¼% Convertible Senior Notes. Concurrent with the issuance of the 6¼% Convertible Senior Notes, we entered into simultaneous convertible note hedge and warrant transactions with respect to our Class A common stock in order to reduce the potential dilution from conversion of the 6¼% Convertible Senior Notes into shares of our Class A common stock. The net cost of the convertible note hedge and warrant transactions was approximately $6.6 million and is included as a component of equity in the accompanying unaudited condensed consolidated balance sheets. See Note 4Debt Obligations for further description of the 6¼% Convertible Senior Notes and the related convertible note hedge and warrant transactions. The Company

used cash on hand and a portion of the net proceeds from the issuance of the 6¼% Convertible Senior Notes to redeem approximately $90.0 million principal amount of Regals 3¾% Convertible Senior Notes due May 15, 2008, in a series of privately negotiated transactions. As a result of the early redemption, the Company recorded a $3.0 million loss on debt extinguishment (as retrospectively adjusted for the adoption of FSP 14-1 described in Note 4Debt Obligations) during the quarter ended March 27, 2008. In connection with the early redemption, the Company received net proceeds of approximately $13.7 million from Credit Suisse attributable to the convertible note hedge and warrant transactions associated with the 3¾% Convertible Senior Notes described further in Note 4Debt Obligations. Such proceeds were recorded as an increase to additional paid-in capital. In connection with the final maturity of the 3¾% Convertible Senior Notes on May 15, 2008, holders of the remaining $33.7 million in principal amount exercised their conversion rights. The Company elected to settle these conversions entirely in cash for approximately $51.4 million using the remaining proceeds from the issuance of the 6¼% Convertible Senior Notes. In connection with these conversions, the Company received net proceeds of approximately $5.2 million from Credit Suisse attributable to the convertible note hedge and warrant transactions associated with the 3¾% Convertible Senior Notes. Such proceeds were also recorded as an increase to additional paid-in capital. See Note 4Debt Obligations for further discussion of this transaction.

On April 30, 2008, the Company acquired Consolidated Theatres, which held a total of 28 theatres with 400 screens in Georgia, Maryland, North Carolina, South Carolina, Tennessee and Virginia. The total net cash purchase price for the acquisition was approximately $209.3 million. The results of operations of the acquired theatres have been included in the Companys consolidated financial statements for periods subsequent to the acquisition date. In conjunction with the closing, we entered into a final judgment with the DOJ, which required us to hold separate and divest ourselves of four theaters comprising 52 screens in North Carolina. During the quarter ended September 25, 2008, the Company entered into an agreement to sell three of the four theatres and recorded impairment charges of approximately $7.9 million related to these theatres. On October 23, 2008, the Company completed its divestiture of the three theatres. On April 30, 2009, the Company completed its divestiture of the last of the four theatres. See Note 2 Acquisition for further discussion of this transaction.

Our total revenues for the quarter ended July 2, 2009 (Q2 2009 Period) were $789.2 million and consisted of $541.7 million of admissions revenues, $214.9 million of concessions revenues and $32.6 million of other operating revenues, and increased 16.8% from total revenues of $675.8 million for the quarter ended June 26, 2008 (Q2 2008 Period).

During the Q2 2009 Period, total admissions revenues increased $86.0 million, or 18.9%, to $541.7 million, from $455.7 million in the Q2 2008 Period due to an 11.1% increase in attendance and a 7.1% increase in average ticket prices. We believe that the overall increase in attendance during the Q2

Income from operations totaled $96.3 million during the Q2 2009 Period, which represents an increase of $31.6 million, or 48.8%, from $64.7 million in the Q2 2008 Period. The increase in income from operations during the Q2 2009 Period was primarily attributable to the aforementioned increases in admissions, concessions and other operating revenues. In addition, we experienced increases in film and advertising expense, cost of concessions, rent expense, other operating expenses and net loss on disposal and impairment of operating assets, partially offset by slight reductions in general and administrative expenses during the Q2 2009 Period. The Company reported net income attributable to controlling interest of $40.5 million in the Q2 2009 Period compared to net income attributable to controlling interest of $24.3 million in the Q2 2008 Period. Diluted earnings per share of Class A and Class B common stock was $0.26 in the Q2 2009 Period compared to $0.16 during the Q2 2008 Period. The increases in net income attributable to controlling interest and diluted earnings per share of Class A and Class B common stock were primarily due to an increase in operating income and incremental earnings recognized from National CineMedia, partially offset by incremental interest expense.

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