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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Regal Entertainment Grp. Class A (delisted) | NYSE:RGC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.99 | 0 | 01:00:00 |
Delaware
|
|
02-0556934
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
|
|
|
7132 Regal Lane
|
|
|
Knoxville, TN
|
|
37918
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
235.5
|
|
|
$
|
246.5
|
|
Trade and other receivables, net
|
75.1
|
|
|
155.1
|
|
||
Income tax receivable
|
20.0
|
|
|
—
|
|
||
Inventories
|
24.4
|
|
|
20.9
|
|
||
Prepaid expenses and other current assets
|
30.7
|
|
|
23.4
|
|
||
Assets held for sale
|
0.8
|
|
|
1.0
|
|
||
TOTAL CURRENT ASSETS
|
386.5
|
|
|
446.9
|
|
||
PROPERTY AND EQUIPMENT:
|
|
|
|
|
|
||
Land
|
159.0
|
|
|
131.2
|
|
||
Buildings and leasehold improvements
|
2,440.7
|
|
|
2,319.7
|
|
||
Equipment
|
1,119.3
|
|
|
1,065.7
|
|
||
Construction in progress
|
17.5
|
|
|
20.2
|
|
||
Total property and equipment
|
3,736.5
|
|
|
3,536.8
|
|
||
Accumulated depreciation and amortization
|
(2,237.2
|
)
|
|
(2,146.7
|
)
|
||
TOTAL PROPERTY AND EQUIPMENT, NET
|
1,499.3
|
|
|
1,390.1
|
|
||
GOODWILL
|
353.6
|
|
|
327.0
|
|
||
INTANGIBLE ASSETS, NET
|
47.2
|
|
|
46.0
|
|
||
DEFERRED INCOME TAX ASSET
|
63.5
|
|
|
56.3
|
|
||
OTHER NON-CURRENT ASSETS
|
398.3
|
|
|
379.4
|
|
||
TOTAL ASSETS
|
$
|
2,748.4
|
|
|
$
|
2,645.7
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Current portion of debt obligations
|
$
|
26.8
|
|
|
$
|
25.5
|
|
Accounts payable
|
122.3
|
|
|
194.8
|
|
||
Accrued expenses
|
81.1
|
|
|
70.7
|
|
||
Deferred revenue
|
184.6
|
|
|
192.7
|
|
||
Interest payable
|
19.9
|
|
|
19.9
|
|
||
Income taxes payable
|
—
|
|
|
6.4
|
|
||
TOTAL CURRENT LIABILITIES
|
434.7
|
|
|
510.0
|
|
||
LONG-TERM DEBT, LESS CURRENT PORTION
|
2,343.6
|
|
|
2,197.1
|
|
||
LEASE FINANCING ARRANGEMENTS, LESS CURRENT PORTION
|
81.4
|
|
|
84.8
|
|
||
CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION
|
6.8
|
|
|
6.9
|
|
||
NON-CURRENT DEFERRED REVENUE
|
411.5
|
|
|
412.3
|
|
||
OTHER NON-CURRENT LIABILITIES
|
305.4
|
|
|
273.5
|
|
||
TOTAL LIABILITIES
|
3,583.4
|
|
|
3,484.6
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
||
DEFICIT:
|
|
|
|
|
|
||
Class A common stock, $0.001 par value; 500,000,000 shares authorized, 133,324,481 and 133,080,279 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
0.1
|
|
|
0.1
|
|
||
Class B common stock, $0.001 par value; 200,000,000 shares authorized, 23,708,639 shares issued and outstanding at June 30, 2017 and December 31, 2016
|
—
|
|
|
—
|
|
||
Preferred stock, $0.001 par value; 50,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital (deficit)
|
(933.8
|
)
|
|
(934.4
|
)
|
||
Retained earnings
|
99.2
|
|
|
96.5
|
|
||
Accumulated other comprehensive loss, net
|
(0.6
|
)
|
|
(1.3
|
)
|
||
TOTAL STOCKHOLDERS’ DEFICIT OF REGAL ENTERTAINMENT GROUP
|
(835.1
|
)
|
|
(839.1
|
)
|
||
Noncontrolling interest
|
0.1
|
|
|
0.2
|
|
||
TOTAL DEFICIT
|
(835.0
|
)
|
|
(838.9
|
)
|
||
TOTAL LIABILITIES AND DEFICIT
|
$
|
2,748.4
|
|
|
$
|
2,645.7
|
|
|
Quarter Ended
June 30, 2017 |
|
Quarter Ended
June 30, 2016 |
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Admissions
|
$
|
481.2
|
|
|
$
|
505.8
|
|
|
$
|
1,014.4
|
|
|
$
|
1,021.5
|
|
Concessions
|
231.4
|
|
|
235.5
|
|
|
470.9
|
|
|
465.6
|
|
||||
Other operating revenues
|
51.6
|
|
|
44.6
|
|
|
100.1
|
|
|
85.9
|
|
||||
TOTAL REVENUES
|
764.2
|
|
|
785.9
|
|
|
1,585.4
|
|
|
1,573.0
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Film rental and advertising costs
|
258.5
|
|
|
278.9
|
|
|
541.6
|
|
|
556.4
|
|
||||
Cost of concessions
|
30.6
|
|
|
30.0
|
|
|
61.4
|
|
|
58.8
|
|
||||
Rent expense
|
106.0
|
|
|
106.3
|
|
|
212.2
|
|
|
213.8
|
|
||||
Other operating expenses
|
222.8
|
|
|
214.8
|
|
|
438.5
|
|
|
426.3
|
|
||||
General and administrative expenses (including share-based compensation of $2.3 for the quarters ended June 30, 2017 and 2016, and $4.5 and $4.1 for the two quarters ended June 30, 2017 and 2016, respectively)
|
23.2
|
|
|
20.9
|
|
|
45.5
|
|
|
42.1
|
|
||||
Depreciation and amortization
|
62.9
|
|
|
56.9
|
|
|
123.8
|
|
|
112.6
|
|
||||
Net loss on disposal and impairment of operating assets and other
|
1.2
|
|
|
1.5
|
|
|
3.9
|
|
|
5.8
|
|
||||
TOTAL OPERATING EXPENSES
|
705.2
|
|
|
709.3
|
|
|
1,426.9
|
|
|
1,415.8
|
|
||||
INCOME FROM OPERATIONS
|
59.0
|
|
|
76.6
|
|
|
158.5
|
|
|
157.2
|
|
||||
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
31.1
|
|
|
32.3
|
|
|
61.8
|
|
|
64.8
|
|
||||
Loss on extinguishment of debt
|
1.3
|
|
|
1.5
|
|
|
1.3
|
|
|
1.5
|
|
||||
Earnings recognized from NCM
|
(6.6
|
)
|
|
(2.9
|
)
|
|
(8.6
|
)
|
|
(15.2
|
)
|
||||
Equity in income of non-consolidated entities and other, net
|
(8.4
|
)
|
|
(10.4
|
)
|
|
(16.7
|
)
|
|
(20.4
|
)
|
||||
TOTAL OTHER EXPENSE, NET
|
17.4
|
|
|
20.5
|
|
|
37.8
|
|
|
30.7
|
|
||||
INCOME BEFORE INCOME TAXES
|
41.6
|
|
|
56.1
|
|
|
120.7
|
|
|
126.5
|
|
||||
PROVISION FOR INCOME TAXES
|
18.0
|
|
|
22.5
|
|
|
48.7
|
|
|
52.2
|
|
||||
NET INCOME
|
23.6
|
|
|
33.6
|
|
|
72.0
|
|
|
74.3
|
|
||||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST, NET OF TAX
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
|
$
|
23.6
|
|
|
$
|
33.5
|
|
|
$
|
72.0
|
|
|
$
|
74.2
|
|
EARNINGS PER SHARE OF CLASS A AND CLASS B COMMON STOCK (NOTE 9):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.15
|
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
AVERAGE SHARES OUTSTANDING (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
156,348
|
|
|
156,025
|
|
|
156,321
|
|
|
156,025
|
|
||||
Diluted
|
156,945
|
|
|
156,722
|
|
|
156,992
|
|
|
156,751
|
|
||||
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
Quarter Ended
June 30, 2017 |
|
Quarter Ended
June 30, 2016 |
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||||||
NET INCOME
|
$
|
23.6
|
|
|
$
|
33.6
|
|
|
$
|
72.0
|
|
|
$
|
74.3
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of interest rate swap transactions
|
(0.3
|
)
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(2.1
|
)
|
||||
Amounts reclassified to net income from interest rate swaps
|
0.6
|
|
|
1.0
|
|
|
1.2
|
|
|
2.0
|
|
||||
Reclassification adjustment for gain on sale of available for sale securities recognized in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Change in fair value of equity method investee interest rate swaps
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
0.2
|
|
|
0.1
|
|
|
0.7
|
|
|
(1.3
|
)
|
||||
TOTAL COMPREHENSIVE INCOME, NET OF TAX
|
23.8
|
|
|
33.7
|
|
|
72.7
|
|
|
73.0
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interest, net of tax
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST, NET OF TAX
|
$
|
23.8
|
|
|
$
|
33.6
|
|
|
$
|
72.7
|
|
|
$
|
72.9
|
|
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
72.0
|
|
|
$
|
74.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
123.8
|
|
|
112.6
|
|
||
Amortization of debt discount
|
0.1
|
|
|
0.2
|
|
||
Amortization of debt acquisition costs
|
2.3
|
|
|
2.3
|
|
||
Share-based compensation expense
|
4.5
|
|
|
4.1
|
|
||
Deferred income tax benefit
|
(7.7
|
)
|
|
(4.6
|
)
|
||
Net loss on disposal and impairment of operating assets and other
|
3.9
|
|
|
5.8
|
|
||
Equity in income of non-consolidated entities
|
(11.5
|
)
|
|
(21.2
|
)
|
||
Loss on extinguishment of debt
|
1.3
|
|
|
1.5
|
|
||
Gain on sale of available for sale securities
|
—
|
|
|
(1.0
|
)
|
||
Non-cash (gain) loss on interest rate swaps
|
(0.2
|
)
|
|
0.1
|
|
||
Non-cash rent income
|
(3.6
|
)
|
|
(3.2
|
)
|
||
Cash distributions on investments in other non-consolidated entities
|
8.4
|
|
|
—
|
|
||
Excess cash distribution on NCM shares
|
9.4
|
|
|
8.7
|
|
||
Landlord contributions
|
49.9
|
|
|
43.8
|
|
||
Proceeds from litigation settlement
|
1.9
|
|
|
0.5
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||
Trade and other receivables
|
61.6
|
|
|
101.2
|
|
||
Inventories
|
(2.8
|
)
|
|
(0.1
|
)
|
||
Prepaid expenses and other assets
|
(12.1
|
)
|
|
(8.4
|
)
|
||
Accounts payable
|
(64.9
|
)
|
|
(40.2
|
)
|
||
Income taxes payable
|
(6.4
|
)
|
|
0.1
|
|
||
Deferred revenue
|
(15.1
|
)
|
|
(15.2
|
)
|
||
Accrued expenses and other liabilities
|
(7.0
|
)
|
|
(22.5
|
)
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
207.8
|
|
|
238.8
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(104.3
|
)
|
|
(89.4
|
)
|
||
Proceeds from disposition of assets
|
4.6
|
|
|
1.3
|
|
||
Investment in non-consolidated entities
|
(10.7
|
)
|
|
(4.7
|
)
|
||
Net cash used for acquisitions
|
(171.6
|
)
|
|
—
|
|
||
Change in other long-term assets
|
(3.1
|
)
|
|
—
|
|
||
Proceeds from sale of available for sale securities
|
—
|
|
|
3.6
|
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
(285.1
|
)
|
|
(89.2
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Cash used to pay dividends
|
(69.8
|
)
|
|
(69.9
|
)
|
||
Payments on long-term obligations
|
(9.3
|
)
|
|
(10.0
|
)
|
||
Landlord contributions received from lease financing arrangements
|
2.5
|
|
|
3.3
|
|
||
Cash paid for tax withholdings and other
|
(3.7
|
)
|
|
(3.2
|
)
|
||
Proceeds from Amended Senior Credit Facility
|
1,103.7
|
|
|
958.5
|
|
||
Payoff of Amended Senior Credit Facility
|
(953.7
|
)
|
|
(958.5
|
)
|
||
Payment of debt acquisition costs
|
(3.4
|
)
|
|
(1.3
|
)
|
||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
66.3
|
|
|
(81.1
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(11.0
|
)
|
|
68.5
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
246.5
|
|
|
219.6
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
235.5
|
|
|
$
|
288.1
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||
Cash paid for income taxes
|
$
|
81.9
|
|
|
$
|
52.7
|
|
Cash paid for interest, net of amounts capitalized
|
$
|
60.2
|
|
|
$
|
62.7
|
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Investment in NCM
|
$
|
6.3
|
|
|
$
|
9.9
|
|
Increase in property and equipment and other from lease financing arrangements
|
$
|
3.2
|
|
|
$
|
8.9
|
|
Current assets
|
$
|
2.0
|
|
Land
|
28.8
|
|
|
Buildings, equipment and leasehold improvements
|
115.4
|
|
|
Noncompete agreements
|
3.0
|
|
|
Goodwill
|
26.6
|
|
|
Current liabilities
|
(4.1
|
)
|
|
Other liabilities
|
(0.1
|
)
|
|
Total purchase price
|
$
|
171.6
|
|
|
Quarter Ended
June 30, 2017 |
Quarter Ended
June 30, 2016 |
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||||||
Revenues
|
$
|
772.7
|
|
$
|
811.0
|
|
|
$
|
1,618.4
|
|
|
$
|
1,622.4
|
|
Income from operations
|
58.5
|
|
77.4
|
|
|
159.0
|
|
|
159.0
|
|
||||
Net income attributable to controlling interest
|
23.0
|
|
33.8
|
|
|
72.3
|
|
|
75.3
|
|
|
As of the period ended
|
|
For the period ended
|
||||||||||||||||
|
Investment
in
NCM
|
|
Deferred
Revenue
|
|
Cash
Received
|
|
Earnings
recognized
from NCM
|
|
Other
NCM
Revenues
|
||||||||||
Balance as of and for the period ended December 31, 2016
|
$
|
162.0
|
|
|
$
|
(425.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Receipt of additional common units(1)
|
6.3
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Receipt of excess cash distributions(2)
|
(6.3
|
)
|
|
—
|
|
|
15.5
|
|
|
(9.2
|
)
|
|
—
|
|
|||||
Receipt under tax receivable agreement(2)
|
(3.1
|
)
|
|
—
|
|
|
7.6
|
|
|
(4.5
|
)
|
|
—
|
|
|||||
Revenues earned under ESA(3)
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
(8.6
|
)
|
|||||
Amortization of deferred revenue(4)
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Equity income attributable to additional common units(5)
|
0.5
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||||
Change in interest loss(6)
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|||||
Balance as of and for the period ended June 30, 2017
|
$
|
153.8
|
|
|
$
|
(425.0
|
)
|
|
$
|
31.7
|
|
|
$
|
(8.6
|
)
|
|
$
|
(14.9
|
)
|
(1)
|
On March 16, 2017, we received from National CineMedia approximately
0.5 million
newly issued common units of National CineMedia in accordance with the annual adjustment provisions of the Common Unit Adjustment Agreement. The Company recorded the additional common units (Additional Investments Tranche) at fair value using the available closing stock price of NCM, Inc. as of the date on which the units were issued. With respect to the common units issued on March 16, 2017, the Company recorded an increase to its investment in National CineMedia of
$6.3 million
with a corresponding increase to deferred revenue. Such deferred revenue amount is being amortized to advertising revenue over the remaining term of the exhibitor services agreement, between RCI and National CineMedia ("ESA"), following the units of revenue method as described in (4) below. This transaction increased our ownership share in National CineMedia to approximately
27.6 million
common units. On a fully diluted basis, we own a
17.9%
interest in NCM, Inc. as of
June 30, 2017
.
|
(2)
|
During the two quarters ended
June 30, 2017
, the Company received
$23.1 million
in cash distributions from National CineMedia, exclusive of receipts for services performed under the ESA (including payments of
$7.6 million
received under the tax receivable agreement described in Note 4 to the
2016
Audited Consolidated Financial Statements of the Company). Approximately
$9.4 million
of these cash distributions received during the two quarters ended
June 30, 2017
were attributable to the Additional Investments Tranche and were recognized as a reduction in our investment in National CineMedia. The remaining amounts were recognized in equity earnings during the period and have been included as components of "Earnings recognized from NCM" in the accompanying unaudited condensed consolidated financial statements.
|
(3)
|
The Company recorded other revenues, excluding the amortization of deferred revenue, of approximately
$8.6 million
for the two quarters ended
June 30, 2017
pertaining to our agreements with National CineMedia, including per patron and per digital screen theatre access fees (net of payments of
$6.4 million
for the two quarters ended
June 30, 2017
for on-screen advertising time provided to our beverage concessionaire) and other NCM revenues. These advertising revenues are presented as a component of "Other operating revenues" in the Company’s unaudited condensed consolidated financial statements.
|
(4)
|
Amounts represent amortization of ESA modification fees received from NCM to advertising revenue utilizing the units of revenue amortization method. These advertising revenues are presented as a component of "Other operating revenues" in the Company’s unaudited condensed consolidated financial statements.
|
(5)
|
Amounts represent the Company’s share in the net gain (loss) of National CineMedia with respect to the Additional Investments Tranche. Such amounts have been included as a component of "Earnings recognized from NCM" in the unaudited condensed consolidated financial statements.
|
(6)
|
The Company recorded a non-cash change in interest loss of
$5.6 million
during the quarter ended March 31, 2017 to adjust the Company's investment balance due to NCM's issuance of common units to other founding members, at a price per share below the Company's average carrying amount per share. Such amount has been included as a component of "Earnings recognized from NCM" in the unaudited condensed consolidated financial statements.
|
|
Quarter Ended
March 30, 2017 |
|
Quarter Ended
March 31, 2016 |
||||
Revenues
|
$
|
71.9
|
|
|
$
|
76.2
|
|
Income from operations
|
5.1
|
|
|
5.8
|
|
||
Net loss
|
(7.9
|
)
|
|
(7.5
|
)
|
Balance as of December 31, 2016
|
$
|
193.2
|
|
Equity contributions
|
—
|
|
|
Equity in earnings of DCIP(1)
|
23.2
|
|
|
Receipt of cash distributions
|
(8.4
|
)
|
|
Change in fair value of equity method investee interest rate swap transactions
|
0.1
|
|
|
Balance as of June 30, 2017
|
$
|
208.1
|
|
(1)
|
Represents the Company’s share of the net income of DCIP. Such amount is presented as a component of “Equity in income of non-consolidated entities and other, net” in the accompanying unaudited condensed consolidated statement of income.
|
|
Quarter Ended
June 30, 2017 |
|
Quarter Ended
June 30, 2016 |
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||||||
Net revenues
|
$
|
47.1
|
|
|
$
|
44.8
|
|
|
$
|
92.6
|
|
|
$
|
85.4
|
|
Income from operations
|
29.9
|
|
|
27.8
|
|
|
57.9
|
|
|
51.2
|
|
||||
Net income
|
25.6
|
|
|
22.3
|
|
|
49.8
|
|
|
40.8
|
|
Balance as of December 31, 2016
|
$
|
(1.7
|
)
|
Equity contributions and advances
|
6.7
|
|
|
Equity losses attributable to Open Road Films
|
(8.3
|
)
|
|
Balance as of June 30, 2017
|
$
|
(3.3
|
)
|
|
Quarter Ended
June 30, 2017 |
|
Quarter Ended
June 30, 2016 |
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||||||
Revenues
|
$
|
18.8
|
|
|
$
|
43.4
|
|
|
$
|
78.3
|
|
|
$
|
79.0
|
|
Income (loss) from operations
|
(0.1
|
)
|
|
2.2
|
|
|
(1.7
|
)
|
|
(23.1
|
)
|
||||
Net income (loss)
|
(1.3
|
)
|
|
1.0
|
|
|
(3.9
|
)
|
|
(25.3
|
)
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Regal Cinemas Amended Senior Credit Facility, net of debt discount
|
$
|
1,102.5
|
|
|
$
|
954.7
|
|
Regal 5
3
/
4
% Senior Notes Due 2022
|
775.0
|
|
|
775.0
|
|
||
Regal 5
3
/
4
% Senior Notes Due 2025
|
250.0
|
|
|
250.0
|
|
||
Regal 5
3
/
4
% Senior Notes Due 2023
|
250.0
|
|
|
250.0
|
|
||
Lease financing arrangements, weighted average interest rate of 11.23%, maturing in various installments through November 2028
|
94.5
|
|
|
97.1
|
|
||
Capital lease obligations, 7.8% to 10.7%, maturing in various installments through December 2030
|
8.1
|
|
|
9.2
|
|
||
Other
|
4.2
|
|
|
4.1
|
|
||
Total debt obligations
|
2,484.3
|
|
|
2,340.1
|
|
||
Less current portion
|
26.8
|
|
|
25.5
|
|
||
Less debt issuance costs, net of accumulated amortization of $19.8 and $18.5, respectively
|
25.7
|
|
|
25.8
|
|
||
Total debt obligations, less current portion and debt issuance costs
|
$
|
2,431.8
|
|
|
$
|
2,288.8
|
|
Unvested at beginning of period
|
765,952
|
|
Granted during the period
|
217,366
|
|
Vested during the period
|
(491,084
|
)
|
Forfeited during the period
|
(12,760
|
)
|
Conversion of performance shares during the period
|
205,677
|
|
Unvested at end of period
|
685,151
|
|
|
Quarter Ended
June 30, 2017 |
|
Quarter Ended
June 30, 2016 |
|
Two Quarters Ended
June 30, 2017 |
|
Two Quarters Ended
June 30, 2016 |
||||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allocation of earnings
|
$
|
20.0
|
|
|
$
|
3.6
|
|
|
$
|
28.4
|
|
|
$
|
5.1
|
|
|
$
|
61.1
|
|
|
$
|
10.9
|
|
|
$
|
62.9
|
|
|
$
|
11.3
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common shares outstanding (in thousands)
|
132,639
|
|
|
23,709
|
|
|
132,316
|
|
|
23,709
|
|
|
132,612
|
|
|
23,709
|
|
|
132,316
|
|
|
23,709
|
|
||||||||
Basic earnings per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allocation of earnings for basic computation
|
$
|
20.0
|
|
|
$
|
3.6
|
|
|
$
|
28.4
|
|
|
$
|
5.1
|
|
|
$
|
61.1
|
|
|
$
|
10.9
|
|
|
$
|
62.9
|
|
|
$
|
11.3
|
|
Reallocation of earnings as a result of conversion of Class B to Class A shares
|
3.6
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
11.3
|
|
|
(0.1
|
)
|
||||||||
Allocation of earnings
|
$
|
23.6
|
|
|
$
|
3.6
|
|
|
$
|
33.5
|
|
|
$
|
5.1
|
|
|
$
|
72.0
|
|
|
$
|
10.9
|
|
|
$
|
74.2
|
|
|
$
|
11.2
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Number of shares used in basic computation (in thousands)
|
132,639
|
|
|
23,709
|
|
|
132,316
|
|
|
23,709
|
|
|
132,612
|
|
|
23,709
|
|
|
132,316
|
|
|
23,709
|
|
||||||||
Weighted average effect of dilutive securities (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Conversion of Class B to Class A common shares outstanding
|
23,709
|
|
|
—
|
|
|
23,709
|
|
|
—
|
|
|
23,709
|
|
|
—
|
|
|
23,709
|
|
|
—
|
|
||||||||
Restricted stock and performance shares
|
597
|
|
|
—
|
|
|
697
|
|
|
—
|
|
|
671
|
|
|
—
|
|
|
726
|
|
|
—
|
|
||||||||
Number of shares used in per share computations (in thousands)
|
156,945
|
|
|
23,709
|
|
|
156,722
|
|
|
23,709
|
|
|
156,992
|
|
|
23,709
|
|
|
156,751
|
|
|
23,709
|
|
||||||||
Diluted earnings per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
|
$
|
0.47
|
|
Nominal Amount
|
|
Effective Date
|
|
Fixed Rate
|
|
Receive Rate
|
|
Expiration Date
|
Designated as Cash Flow Hedge
|
Gross Fair Value at June 30, 2017
|
Balance Sheet Location
|
$200.0 million
|
|
June 30, 2015
|
|
2.165%
|
|
1-month LIBOR
|
|
June 30, 2018
|
No
|
$(1.6) million
|
See Note 12
|
|
|
|
|
Fair Value Measurements at June 30, 2017
|
||||||||||||
|
Balance Sheet Location
|
Total Carrying
Value at June 30, 2017 |
|
Quoted prices in
active market
(Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable inputs
(Level 3)
|
||||||||
|
|
(in millions)
|
||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap (1)
|
Accrued Expenses
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
|
Total Carrying
Value at December 31, 2016 |
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
Balance Sheet Location
|
Quoted prices in
active market (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
||||||||||
|
|
|
|
(in millions)
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap designated as cash flow hedge(1)
|
Accrued Expenses
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
Interest rate swap designated as cash flow hedge(1)
|
Other Non-Current Liabilities
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
(1)
|
The fair value of the Company’s interest rate swap described in Note 11—"Derivative Instruments" is based on Level 2 inputs, which include observable inputs such as dealer quoted prices for similar assets or liabilities, and represents the estimated amount Regal Cinemas would receive or pay to terminate the agreement taking into consideration various factors, including current interest rates, credit risk and counterparty credit risk. The counterparty to the Company’s interest rate swap is a major financial institution. The Company evaluates the bond rating of the financial institution and believes that credit risk is at an acceptably low level.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Carrying value
|
$
|
2,377.5
|
|
|
$
|
2,229.7
|
|
Fair value
|
$
|
2,436.5
|
|
|
$
|
2,287.1
|
|
|
Interest rate swap
|
|
Equity method investee interest rate swaps
|
|
Total
|
||||||
Balance as of December 31, 2016
|
$
|
(1.4
|
)
|
|
$
|
0.1
|
|
|
$
|
(1.3
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Change in fair value of interest rate swap transaction
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Amounts reclassified to net income from interest rate swap
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||
Change in fair value of equity method investee interest rate swaps
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income (loss), net of tax
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Balance as of June 30, 2017
|
$
|
(0.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
Interest rate swaps
|
|
Available for sale securities
|
|
Equity method investee interest rate swaps
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
(2.7
|
)
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
(2.1
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Change in fair value of interest rate swap transactions
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||
Amounts reclassified to net income from interest rate swaps
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||
Reclassification adjustment for gain on sale of available for sale securities recognized in net income
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Change in fair value of equity method investee interest rate swaps
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
||||
Balance as of June 30, 2016
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
(3.4
|
)
|
•
|
We demonstrated our commitment to providing incremental value to our stockholders. Total cash dividends paid to our stockholders during the
Fiscal 2017 Period
totaled approximately
$69.8 million
.
|
•
|
We continued to embrace innovative concepts that generate incremental revenue and cash flows for the Company and deliver a premium movie-going experience for our customers on several complementary fronts:
|
◦
|
First, we continued to improve customer amenities, primarily through the installation of luxury reclining seats. With respect to our luxury reclining seating initiative, as of
June 30, 2017
, we offered luxury reclining seating in 1,691 auditoriums at 138 theatre locations. We expect to install luxury reclining seating in approximately 40-45 locations during 2017 and expect to outfit approximately 45% of the total screens in our circuit by the end of 2019. The costs of these conversions in some cases are partially covered by investments from our theatre landlords.
|
◦
|
Second, to address consumer trends and customer preferences, we have continued to expand our menu of food and alcoholic beverage products to an increasing number of attendees. The enhancement of our food and alcoholic beverage offerings has had a positive effect on our operating results, and we expect to continue to invest in such offerings in our theatres. As of
June 30, 2017
, we offered an expanded menu of food in 247 locations (reaching 57% of our attendees) and alcoholic beverages in 172 locations (reaching 35% of our attendees), and we expect to offer an expanded menu of food in approximately 270 locations and alcoholic beverages in approximately 215 locations by the end of 2017.
|
◦
|
Third, we continued to implement various customer engagement initiatives aimed at delivering a premium movie-going experience for our customers in order to better compete for patrons and build brand loyalty. For example, we maintain a frequent moviegoer loyalty program, named the Regal Crown Club®, to actively engage our core customers. Regal Crown Club® members are eligible for specified awards, such as concession items, based on purchases made at our theatres. During 2016, we completed the national rollout of the new Regal Crown Club®. Members of the enhanced program can earn unlimited credits and can redeem such credits for movie tickets, concession items and movie memorabilia at the theatre or in an online reward center where members can select the rewards of their choice. We believe these changes allow us to offer more relevant offers to our members and increase customer engagement in the program. As of
June 30, 2017
, approximately 14.5 million members swiped their Regal Crown Club® card in the previous 18 months. The Regal Crown Club® is the largest loyalty program in our industry.
|
◦
|
I
n addition, we continued to develop and enhance other customer engagement initiatives such as mobile ticketing applications, internet ticketing, social media and other marketing initiatives. For example, we have improved the customer experience by expanding our ability to sell tickets remotely via our mobile ticketing application, which was officially launched in the Fiscal 2017 Period, and through our internet ticketing partners such as Fandango.com and Atom Tickets. Customers can choose their preferred ticketing option, which in many cases means they can pre-purchase tickets, scan their mobile device and proceed directly to their reserved seat without waiting in line. In addition to providing customers the ability to pre-purchase tickets, our mobile ticketing application provides customers the ability to find films, movie information, showtimes, track Regal Crown Club® credits and receive special offers from Regal. Finally, our newest ticketing partner, Atom Tickets, provides our patrons the ability to bypass concession stand lines by pre-purchasing concession items via their mobile device. We believe these technologies provide a platform for delivering a quality customer experience and will drive incremental revenues and cash flows in a cost-effective manner.
|
•
|
We continued to actively manage our asset base during the
Fiscal 2017 Period
by completing the acquisitions of nine theatres with 134 screens. These acquisitions enhance our presence in three U.S. states. See Note 2—"Acquisitions" for further discussion of these acquisitions. In addition, we opened two new theatres with
|
|
Q2 2017 Period
|
|
Q2 2016 Period
|
|
Fiscal 2017 Period
|
|
Fiscal 2016 Period
|
||||||||||||||||||||
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Admissions
|
$
|
481.2
|
|
|
63.0
|
%
|
|
$
|
505.8
|
|
|
64.3
|
%
|
|
$
|
1,014.4
|
|
|
64.0
|
%
|
|
$
|
1,021.5
|
|
|
64.9
|
%
|
Concessions
|
231.4
|
|
|
30.3
|
|
|
235.5
|
|
|
30.0
|
|
|
470.9
|
|
|
29.7
|
|
|
465.6
|
|
|
29.6
|
|
||||
Other operating revenues
|
51.6
|
|
|
6.7
|
|
|
44.6
|
|
|
5.7
|
|
|
100.1
|
|
|
6.3
|
|
|
85.9
|
|
|
5.5
|
|
||||
Total revenues
|
764.2
|
|
|
100.0
|
|
|
785.9
|
|
|
100.0
|
|
|
1,585.4
|
|
|
100.0
|
|
|
1,573.0
|
|
|
100.0
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Film rental and advertising costs(1)
|
258.5
|
|
|
53.7
|
|
|
278.9
|
|
|
55.1
|
|
|
541.6
|
|
|
53.4
|
|
|
556.4
|
|
|
54.5
|
|
||||
Cost of concessions(2)
|
30.6
|
|
|
13.2
|
|
|
30.0
|
|
|
12.7
|
|
|
61.4
|
|
|
13.0
|
|
|
58.8
|
|
|
12.6
|
|
||||
Rent expense(3)
|
106.0
|
|
|
13.9
|
|
|
106.3
|
|
|
13.5
|
|
|
212.2
|
|
|
13.4
|
|
|
213.8
|
|
|
13.6
|
|
||||
Other operating expenses(3)
|
222.8
|
|
|
29.2
|
|
|
214.8
|
|
|
27.3
|
|
|
438.5
|
|
|
27.7
|
|
|
426.3
|
|
|
27.1
|
|
||||
General and administrative expenses (including share-based compensation expense of $2.3 for the Q2 2017 Period and the Q2 2016 Period and $4.5 and $4.1 for the Fiscal 2017 Period and the Fiscal 2016 Period, respectively)(3)
|
23.2
|
|
|
3.0
|
|
|
20.9
|
|
|
2.7
|
|
|
45.5
|
|
|
2.9
|
|
|
42.1
|
|
|
2.7
|
|
||||
Depreciation and amortization(3)
|
62.9
|
|
|
8.2
|
|
|
56.9
|
|
|
7.2
|
|
|
123.8
|
|
|
7.8
|
|
|
112.6
|
|
|
7.2
|
|
||||
Net loss on disposal and impairment of operating assets(3)
|
1.2
|
|
|
0.2
|
|
|
1.5
|
|
|
0.2
|
|
|
3.9
|
|
|
0.2
|
|
|
5.8
|
|
|
0.4
|
|
||||
Total operating expenses(3)
|
705.2
|
|
|
92.3
|
|
|
709.3
|
|
|
90.3
|
|
|
1,426.9
|
|
|
90.0
|
|
|
1,415.8
|
|
|
90.0
|
|
||||
Income from operations(3)
|
59.0
|
|
|
7.7
|
|
|
76.6
|
|
|
9.7
|
|
|
158.5
|
|
|
10.0
|
|
|
157.2
|
|
|
10.0
|
|
||||
Interest expense, net(3)
|
31.1
|
|
|
4.1
|
|
|
32.3
|
|
|
4.1
|
|
|
61.8
|
|
|
3.9
|
|
|
64.8
|
|
|
4.1
|
|
||||
Loss on extinguishment of debt(3)
|
1.3
|
|
|
0.2
|
|
|
1.5
|
|
|
0.2
|
|
|
1.3
|
|
|
0.1
|
|
|
1.5
|
|
|
0.1
|
|
||||
Earnings recognized from NCM(3)
|
(6.6
|
)
|
|
0.9
|
|
|
(2.9
|
)
|
|
0.4
|
|
|
(8.6
|
)
|
|
0.5
|
|
|
(15.2
|
)
|
|
1.0
|
|
||||
Equity in income of non-consolidated entities and other, net(3)
|
(8.4
|
)
|
|
1.1
|
|
|
(10.4
|
)
|
|
1.3
|
|
|
(16.7
|
)
|
|
1.1
|
|
|
(20.4
|
)
|
|
1.3
|
|
||||
Provision for income taxes(3)
|
18.0
|
|
|
2.4
|
|
|
22.5
|
|
|
2.9
|
|
|
48.7
|
|
|
3.1
|
|
|
52.2
|
|
|
3.3
|
|
||||
Net income attributable to controlling interest(3)
|
$
|
23.6
|
|
|
3.1
|
|
|
$
|
33.5
|
|
|
4.3
|
|
|
$
|
72.0
|
|
|
4.5
|
|
|
$
|
74.2
|
|
|
4.7
|
|
Attendance (in thousands)
|
47,441
|
|
|
*
|
|
|
51,246
|
|
|
*
|
|
|
100,796
|
|
|
*
|
|
|
104,543
|
|
|
*
|
|
||||
Average ticket price(4)
|
$
|
10.14
|
|
|
*
|
|
|
$
|
9.87
|
|
|
*
|
|
|
$
|
10.06
|
|
|
*
|
|
|
$
|
9.77
|
|
|
*
|
|
Average concessions per patron(5)
|
$
|
4.88
|
|
|
*
|
|
|
$
|
4.60
|
|
|
*
|
|
|
$
|
4.67
|
|
|
*
|
|
|
$
|
4.45
|
|
|
*
|
|
(1)
|
Percentage of revenues calculated as a percentage of admissions revenues.
|
(2)
|
Percentage of revenues calculated as a percentage of concessions revenues.
|
(3)
|
Percentage of revenues calculated as a percentage of total revenues.
|
(4)
|
Calculated as admissions revenues/attendance.
|
(5)
|
Calculated as concessions revenues/attendance.
|
|
Q2 2017 Period
|
|
Q2 2016 Period
|
|
Fiscal 2017 Period
|
|
Fiscal 2016 Period
|
||||||||
Net income attributable to controlling interest
|
$
|
23.6
|
|
|
$
|
33.5
|
|
|
$
|
72.0
|
|
|
$
|
74.2
|
|
Interest expense, net
|
31.1
|
|
|
32.3
|
|
|
61.8
|
|
|
64.8
|
|
||||
Provision for income taxes
|
18.0
|
|
|
22.5
|
|
|
48.7
|
|
|
52.2
|
|
||||
Depreciation and amortization
|
62.9
|
|
|
56.9
|
|
|
123.8
|
|
|
112.6
|
|
||||
EBITDA
|
135.6
|
|
|
145.2
|
|
|
306.3
|
|
|
303.8
|
|
||||
Interest expense, net
|
(31.1
|
)
|
|
(32.3
|
)
|
|
(61.8
|
)
|
|
(64.8
|
)
|
||||
Provision for income taxes
|
(18.0
|
)
|
|
(22.5
|
)
|
|
(48.7
|
)
|
|
(52.2
|
)
|
||||
Deferred income taxes
|
(3.2
|
)
|
|
(0.4
|
)
|
|
(7.7
|
)
|
|
(4.6
|
)
|
||||
Changes in operating assets and liabilities
|
(148.0
|
)
|
|
(46.2
|
)
|
|
(46.7
|
)
|
|
14.9
|
|
||||
Loss on extinguishment of debt
|
1.3
|
|
|
1.5
|
|
|
1.3
|
|
|
1.5
|
|
||||
Landlord contributions
|
23.6
|
|
|
21.6
|
|
|
49.9
|
|
|
43.8
|
|
||||
Other items, net
|
(2.0
|
)
|
|
(8.9
|
)
|
|
15.2
|
|
|
(3.6
|
)
|
||||
Net cash provided by (used in) operating activities
|
$
|
(41.8
|
)
|
|
$
|
58.0
|
|
|
$
|
207.8
|
|
|
$
|
238.8
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
4.1
|
|
|
Permitted Secured Refinancing and Incremental Joinder Agreement, dated as of June 6, 2017, by and among Regal Cinemas Corporation, the guarantors party thereto, Credit Suisse AG and the lenders party thereto (filed as Exhibit 4.1 to our Current Report on Form 8-K (Commission File No. 001-31315) on June 8, 2017 and incorporated herein by reference).
|
|
|
|
|
31.1
|
|
|
Rule 13a-14(a) Certification of Chief Executive Officer of Regal
|
|
|
|
|
31.2
|
|
|
Rule 13a-14(a) Certification of Chief Financial Officer of Regal
|
|
|
|
|
32
|
|
|
Section 1350 Certifications
|
|
|
|
|
101
|
|
|
Financial statements from the quarterly report on Form 10-Q of Regal Entertainment Group for the quarter ended June 30, 2017, filed on August 9, 2017, formatted in XBRL: (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Income, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows and (v) the Notes to Unaudited Condensed Consolidated Financial Statements tagged as detailed text
|
|
REGAL ENTERTAINMENT GROUP
|
|
|
|
|
Date: August 9, 2017
|
By:
|
/s/ AMY E. MILES
|
|
|
Amy E. Miles
|
|
|
Chief Executive Officer (Principal Executive Officer) and Chair of the Board of Directors
|
|
|
|
Date: August 9, 2017
|
By:
|
/s/ DAVID H. OWNBY
|
|
|
David H. Ownby
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
4.1
|
|
|
Permitted Secured Refinancing and Incremental Joinder Agreement, dated as of June 6, 2017, by and among Regal Cinemas Corporation, the guarantors party thereto, Credit Suisse AG and the lenders party thereto (filed as Exhibit 4.1 to our Current Report on Form 8-K (Commission File No. 001-31315) on June 8, 2017 and incorporated herein by reference).
|
|
|
|
|
31.1
|
|
|
Rule 13a-14(a) Certification of Chief Executive Officer of Regal
|
|
|
|
|
31.2
|
|
|
Rule 13a-14(a) Certification of Chief Financial Officer of Regal
|
|
|
|
|
32
|
|
|
Section 1350 Certifications
|
|
|
|
|
101
|
|
|
Financial statements from the quarterly report on Form 10-Q of Regal Entertainment Group for the quarter ended June 30, 2017, filed on August 9, 2017, formatted in XBRL: (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Income, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows and (v) the Notes to Unaudited Condensed Consolidated Financial Statements tagged as detailed text
|
1 Year Regal Entertainment Chart |
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