FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-9454
CINEPLEX ODEON CORPORATION
(Exact name of Registrant as specified in its charter)
Ontario, Canada Non-Resident Alien
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1303 Yonge Street, Toronto, Ontario M4T 2Y9
(Address of principal executive offices) (Postal Code)
416-323-6600
(Registrant's telephone number
including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter periods that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X or No
---
As of August 2, 1997, 103,352,907 shares of Cineplex Odeon
Corporation Common Stock were outstanding.
TOTAL NO. OF PAGES 17
EXHIBIT INDEX PAGE 15
<PAGE>
CINEPLEX ODEON CORPORATION
FORM 10-Q
JUNE 30, 1997
Index
PART I - FINANCIAL INFORMATION Page No.
ITEM 1 - Financial Statements (Unaudited)
Consolidated Balance Sheet
June 30, 1997 and December 31, 1996 3
Consolidated Income Statement
Three Months Ended June 30, 1997 and
June 30, 1996 and;
Six Months Ended June 30, 1997 and 4
June 30, 1996
Consolidated Statement of Changes in Cash Resources
Six Months Ended June 30, 1997 and June 30, 1996 5
Notes to the Consolidated Financial Statements -
June 30, 1997 6 - 7
ITEM 2 - Management's Discussion and Analysis of
Results of Operations and Financial Condition 8 - 10
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings 11
ITEM 4 - Submission of Matters to a Vote of Security Holders 11
ITEM 6 - Exhibits and Reports on Form 8-K 12
SIGNATURE PAGE 13
<PAGE>
CINEPLEX ODEON CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
Unaudited Audited
June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 2,625 $ 2,718
Accounts receivable 13,094 9,552
Other 11,220 8,852
----------- -----------
26,939 21,122
PROPERTY, EQUIPMENT AND LEASEHOLDS 579,085 579,841
OTHER ASSETS
Long-term investments and receivables 1,812 2,535
Goodwill 32,258 32,816
Deferred charges 7,912 7,857
----------- ----------
41,982 43,208
----------- ----------
TOTAL ASSETS $ 648,006 $ 644,171
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accruals $ 58,605 $ 59,474
Deferred income 18,380 17,150
Current portion of long-term debt
and other obligations 7,178 6,926
----------- -----------
84,163 83,550
LONG-TERM DEBT 345,479 326,058
CAPITALIZED LEASE OBLIGATIONS 7,293 8,317
DEFERRED INCOME 5,198 6,594
PENSION OBLIGATION 991 1,072
SHAREHOLDERS' EQUITY
Capital stock 555,399 555,374
Translation adjustment 2,765 4,016
Retained earnings (deficit) (353,282) (340,810)
---------- ----------
204,882 218,580
COMMITMENTS AND CONTINGENCIES (note 2)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 648,006 $ 644,171
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
CINEPLEX ODEON CORPORATION
CONSOLIDATED INCOME STATEMENT
(in thousands of U.S. dollars except per share figures)
<TABLE>
<CAPTION>
Unaudited
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUE
Admissions $ 87,932 $ 82,942 $ 194,324 $ 174,201
Concessions 33,203 29,071 71,550 60,932
Other 6,080 5,770 11,887 11,001
----------- ---------- ----------- -----------
127,215 117,783 277,761 246,134
EXPENSES
Theatre operations and other expenses 110,297 99,171 226,782 202,988
Cost of concessions 6,249 5,142 13,363 10,850
General and administrative 5,041 4,530 10,208 8,705
Depreciation and amortization 11,155 10,733 22,176 21,433
---------- ---------- ---------- -----------
132,742 119,576 272,529 243,976
---------- ---------- ---------- -----------
Income/(loss) before the undernoted (5,527) (1,793) 5,232 2,158
Other expenses (495) (64) (568) (837)
---------- ---------- ---------- -----------
Income/(loss) before interest
on long-term debt and income taxes (6,022) (1,857) 4,664 1,321
Interest on long-term debt 8,297 8,821 16,570 18,742
---------- ---------- ---------- -----------
Loss before income taxes (14,319) (10,678) (11,906) (17,421)
Income taxes 260 392 566 806
----------- ----------- ----------- -----------
NET LOSS $ (14,579) $ (11,070) $ (12,472) $ (18,227)
=========== =========== =========== ===========
BASIC
Weighted average shares outstanding 176,796,000 176,510,000 176,790,000 150,030,000
Loss per share ($0.08) ($0.06) ($0.07) ($0.12)
FULLY DILUTED
Weighted average shares outstanding 191,252,000 183,311,000 191,271,000 157,347,000
Loss per share ($0.08) ($0.06) ($0.07) ($0.12)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
CINEPLEX ODEON CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN CASH RESOURCES
(in thousands of U.S. dollars except per share figures)
<TABLE>
<CAPTION>
Unaudited
6 Months 6 Months
Ended Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
CASH PROVIDED BY(USED FOR)
OPERATING ACTIVITIES
Net loss $ (12,472) $ (18,227)
Depreciation and amortization 22,176 21,433
Other non-cash items (1,344) (901)
----------- ----------
8,360 2,305
Net change in non-cash working capital (5,538) (439)
----------- ----------
2,822 1,866
----------- ----------
FINANCING ACTIVITIES
Decrease in long-term debt and other obligations (1,932) (72,201)
Increase in long-term debt and other obligations 20,435 -
Issue of share capital, net of issue costs 25 82,871
Other (126) (789)
----------- ---------
18,402 9,881
----------- ---------
INVESTMENT ACTIVITIES
Additions to property, equipment and leaseholds (24,316) (11,540)
Long-term investments - (11)
Proceeds on sale of certain theatre properties 2,626 712
Other 373 (762)
----------- ---------
(21,317) (11,601)
----------- ---------
NET INCREASE(DECREASE) DURING PERIOD (93) 146
CASH AT BEGINNING OF PERIOD 2,718 1,604
---------- ----------
CASH AT END OF PERIOD $ 2,625 $ 1,750
========== ==========
CASH FLOW FROM OPERATING ACTIVITIES PER SHARE
Basic $ 0.02 $ 0.01
Fully Diluted $ 0.01 $ 0.01
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
CINEPLEX ODEON CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(in U.S. dollars)
(Unaudited)
1. BASIS OF PRESENTATION
- ------------------------
The consolidated financial statements in this quarterly report to
shareholders are prepared in accordance with accounting principles
generally accepted in Canada. For the three and six months ended June
30, 1997, the application of accounting principles generally accepted
in the United States did not have a material effect on the
measurement of the Corporation's net loss and shareholders' equity.
For information on differences between Canadian and United States
generally accepted accounting principles, reference is made to the
Corporation's 1996 annual report to shareholders.
The consolidated financial statements in this quarterly report to
shareholders are based in part on estimates, and include all
adjustments consisting of normal recurring accruals that management
believes are necessary for a fair presentation of the Corporation's
financial position as at June 30, 1997, and the results of its
operations for the three and six months then ended. Operating results
for the three and six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1997.
The consolidated financial statements and related notes have been
prepared in accordance with generally accepted accounting principles
applicable to interim periods; consequently they do not include all
generally accepted accounting disclosures required for annual
consolidated financial statements. For more complete information
these consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes contained in the
Corporation's 1996 annual report to shareholders.
2. COMMITMENTS AND CONTINGENCIES
- --------------------------------
i) The Corporation and its subsidiaries are currently subject to
audit by taxation authorities in several jurisdictions. The taxation
authorities have proposed to reassess taxes in respect of certain
transactions and income and expense items. Management believes that
the Corporation and its subsidiaries have meritorious defenses and is
vigorously contesting the adjustments proposed by the taxation
authorities. Although such matters cannot be predicted with
certainty, management does not consider the Corporation's exposure to
such litigation to be material to these financial statements.
ii) The Corporation and its subsidiaries are also involved in certain
litigation arising out of the ordinary course and conduct of its
business. The outcome of this litigation is not currently
determinable. Although such matters cannot be predicted with
certainty, management does not consider the Corporation's exposure to
such litigation to be material to these financial statements.
iii) As at June 30, 1997, the Corporation was in compliance with the
financial covenants contained in its bank credit facilities. Given
the uncertainty with respect to the admission and concession revenues
that the Corporation will generate, there is a possibility that the
Corporation may not meet certain financial covenants in future
periods. The Corporation believes that the banking syndicate
participating in the bank credit facilities would waive the
particular financial covenants if the Corporation is not in
compliance at a measurement date during the next twelve month period.
3. SUMMARY FINANCIAL INFORMATION
- --------------------------------
The following is consolidated summarized financial information of the
Corporation's wholly owned subsidiary Plitt Theatres, Inc.:
<TABLE>
<CAPTION>
Unaudited
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue $ 81,726,000 $ 84,344,000 $ 177,341,000 $ 171,014,000
============= ============= ============== ==============
Income before general and
administrative expenses,
depreciation and amortization,
interest on long-term debt
and income taxes $ 5,049,000 $ 9,995,000 $ 18,796,000 $ 20,470,000
============== ============== =============== ===============
Net loss $ (14,388,000) $ (9,282,000) $ (20,076,000) $ (18,069,000)
============== ============== =============== ===============
June 30, 1997 December 31, 1996
------------- -----------------
Current Assets $ 22,158,000 $ 17,105,000
Noncurrent Assets 477,250,000 484,618,000
Current Liabilities 81,843,000 55,078,000
Noncurrent Liabilities 277,699,000 265,386,000
</TABLE>
Current liabilities at June 30, 1997 include a net payable to the
Corporation and other corporations within the consolidated group in the
amount of $20,870,000 (December 31, 1996 - net payable of $9,551,000).
Noncurrent liabilities at June 30, 1997 and December 31, 1996 include
$10,000,000 that is owed to the Corporation.
4. RECLASSIFICATION
- -------------------
Certain of the prior period's balances have been reclassified to conform
with the presentation adopted in the current period.
<PAGE>
Management's Discussion and Analysis of
Results of Operations and Financial Condition
- ---------------------------------------------
(All figures are in U.S. dollars except where otherwise noted)
The Corporation's net loss for the three months ended June 30, 1997
was $14,579,000 or $0.08 per share compared to a net loss of
$11,070,000 or $0.06 per share for the same period in 1996. Total
revenue for the three months ended June 30, 1997 was $127,215,000
compared to $117,783,000 for the comparable period in the prior year.
The increase in revenue in the second quarter of 1997 was offset by
an increase in film cost, which is directly attributable to the
manner in which films were released in the quarter. For the six
months ended June 30, 1997 the Corporation reported a net loss of
$12,472,000 or $0.07 per share compared to a net loss of $18,227,000
or $0.12 per share for the six months ended June 30, 1996. Total
revenue for the six months ended June 30, 1997 was $277,761,000
compared to $246,134,000 for the comparable period in the prior year.
The improved performance for the six months ended June 30, 1997
compared to the same period in the prior year is the result of an
extremely strong first quarter of 1997 from a film release
perspective, including the re-release of the Star Wars trilogy, Liar,
Liar and Dante's Peak.
In June of 1997 the Corporation announced that it is in discussions
with Sony Retail Entertainment, Inc. (Sony) with respect to a
possible merger between the Corporation and Sony's Loews Theatres
Group. At this stage there are no further details to announce other
than that discussions concerning the merger continue. There is no
assurance that an agreement will be entered into or, if entered into,
that a transaction will be completed. Any such transaction would be
subject to a number of approvals, including shareholder and
regulatory approvals in both Canada and the United States.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash flow from operations for the six months ended June 30, 1997
amounted to a net inflow of $2,822,000 compared to a net inflow of
$1,866,000 for the same period in 1996. Excluding the impact of the
net change in non-cash working capital, the Corporation's cash flow
from operations for the six months ended June 30, 1997 amounted to a
net inflow of $8,360,000 compared to a net inflow of $2,305,000 for
the same period in 1996. The increase in cash flow resulted primarily
from the increase in revenue noted above.
In the first six months of 1997 the Corporation opened four new
theatre locations (adding 36 new screens) and refurbished two theatre
locations (adding eight new screens). Management expects to open 15
new theatre locations (adding 164 new screens) and refurbish a total
of five theatres (adding 35 new screens) during the remainder of 1997
at an estimated net cost of less than $35,000,000. The Corporation's
current strategy is to develop and build additional theatres and
screens in target markets that complement the Corporation's existing
position in such markets or that provide the Corporation with a
strategic position in a new market. In addition to the recent opening
of a theatre in Budapest, Hungary, management is considering
opportunities in other international markets, although at this stage
it is premature to comment on either the possibility of further
international expansion or the potential magnitude of the
Corporation's capital commitment relating to its international
expansion strategy. The Corporation plans to fund its expansion
programs by drawing on its bank credit facilities and through
internally generated cash flow. The Corporation has approximately
$47,500,000 available under its bank credit facilities at June 30,
1997.
At June 30, 1997 the Corporation's long-term debt was $345,479,000
compared to $326,058,000 at December 31, 1996. This increase is the
result of the capital expenditures incurred under the Corporation's
expansion program.
As at June 30, 1997, the Corporation was in compliance with the
financial covenants contained in its bank credit facilities. Given
the uncertainty with respect to the admission and concession revenues
that the Corporation will generate, there is a possibility that the
Corporation may not meet certain financial covenants in future
periods. The Corporation believes that the banking syndicate
participating in the bank credit facilities would waive the
particular financial covenants if the Corporation is not in
compliance at a measurement date during the next twelve month period.
RESULTS OF OPERATIONS
- ---------------------
The Corporation reports its results in U.S. dollars. In order to
eliminate the impact of exchange rate fluctuations on the yearly
comparison of both admission and concession revenue, the results of
the Corporation's Canadian operations as discussed below are measured
in Canadian dollars.
The Corporation's United States theatres recorded a decrease in
admission revenue of 5.4% for the three months ended June 30, 1997
compared to the same period in 1996. This admission revenue decrease
was the result of a 5.6% decrease in attendance and a 0.2% increase
in box office revenue per patron. For the six months ended June 30,
1997 the Corporation's United States theatres recorded an increase in
admission revenue of 2.1% compared to the same period in the prior
year. This increase was entirely comprised of an increase in box
office revenue per patron.
The Corporation's Canadian theatres reported an increase in admission
revenue of 35.8% (when measured in Canadian dollars) for the three
months ended June 30, 1997 compared to the same period in 1996. This
increase was the result of an increase in attendance of 30.5% and an
increase in box office revenue per patron of 5.3% over the same
period in 1996. For the six months ended June 30, 1997 the
Corporation's Canadian theatres reported an increase in admission
revenue of 31.2% when compared to the same period in the prior year.
This increase was comprised of a 24.9% increase in attendance and a
6.3% increase in box office revenue per patron.
The increase in both the three and six months attendance and
admission revenue in the Corporation's Canadian theatres in 1997
compared to the same period in 1996 reflects the fact that films
released by the Corporation's primary film suppliers in Canada
performed significantly better during the first half of 1997 compared
to films they released during the same period in 1996.
The Corporation's United States concession revenue increased by 2.1%
for the six months ended June 30, 1997 compared to the same period in
1996. The attendance decrease of 5.6% experienced in the second
quarter of 1997 was offset by an increase in concession revenue per
patron of 7.7%. For the six months ended June 30, 1997 concession
revenue for the Corporation's United States theatres increased by
7.5%, when compared to the same period in the prior year. This
increase is entirely attributable to an increase in concession
revenue per patron.
The Corporation's Canadian concession revenue increased by 40.8%
(when measured in Canadian dollars) for the six months ended June 30,
1997 compared to the same period in 1996, reflecting the increase in
attendance of 30.5% and an increase in concession revenue per patron
of 10.3%. For the six months ended June 30, 1997 concession revenue
for the Corporation's Canadian theatres increased by 34.8%, when
compared to the same period in the prior year. This increase reflects
an increase of 9.9% in concession revenue per patron accompanied by
the increase in attendance of 24.9%.
The increase in concession revenue per patron experienced in both the
Corporation's United States and Canadian theatres represents the
impact of management's concerted efforts in this area.
The gross margin from theatre operations (consisting of revenue from
theatre operations less film cost, cost of concessions, theatre
advertising, payroll, occupancy and supplies and services), when
expressed as a percentage of theatre operating revenue, decreased for
the three months ended June 30, 1997 to 10.4% from 13.3% for the same
period in 1996. For the six months ended June 30, 1997 the gross
margin from theatre operations was 15.3% as compared to 15.0% for the
same period in the prior year. The decrease in gross margin in the
second quarter of 1997 is directly attributable to the increased film
cost experienced in that period. A number of films released in the
second quarter of 1997 experienced tremendous opening weekends, but
lacked the staying power to generate significant box office
thereafter. Exhibitors pay a much larger percentage of box office
revenue to a film's distributor in the opening weeks of a film's
release as compared to the later weeks. Consequently, the release
patterns during the second quarter resulted in an increased film cost
for the Corporation and the exhibition industry as a whole.
General and administrative expenses increased by 17.3% in the first
six months of 1997 compared to the corresponding period in 1996. This
increase is the result of certain costs associated with the
infrastructure necessary for the Corporation's expansion program and
certain one-time charges.
Interest on long-term debt decreased by 11.6% during the six months
ended June 30, 1997 compared to the same period in 1996. This
decrease is a result of a reduction in the average debt balance in
the first six months of 1997 compared to the same period in the prior
year and the decision to denominate certain of the Corporation's
long-term debt in Canadian dollars.
In the twelve month period ending June 30, 1997 the value of the
Canadian dollar has strengthened relative to the United States
dollar. While currency movements affect the reporting of revenues and
expenses of the Corporation's Canadian operations, the financial
impact is limited as the costs of operating the Canadian theatres are
supported by the revenue of such theatres.
FORWARD LOOKING STATEMENTS
- --------------------------
The Corporation and its representatives have made, or may make,
forward looking statements including those contained in this
Management's Discussion and Analysis of Results of Operations and
Financial Condition. Use of the words "expects", "estimated",
"plans", or similar expressions identify such forward looking
statements.
The results contemplated by the Corporation's forward looking
statements are subject to certain risks and uncertainties that could
result in actual performance being materially different from
anticipated results, including without limitation, lack of high
quality commercial film product, construction risks and delays,
failure to obtain future waivers or amendments under the
Corporation's bank credit facilities and other factors described
herein.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
- --------------------------
The Corporation has been, and continues to be, involved in numerous
legal proceedings. However, although such matters cannot be predicted
with certainty, the Corporation does not believe that such lawsuits
are likely to result in a judgment which would have a material
adverse effect on the Corporation's financial condition.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ----------------------------------------------------------
The annual meeting of the Corporation was held on Thursday June 26,
1997 in Toronto, Ontario. The Corporation has outstanding both
Common Shares and Subordinate Restricted Voting Shares (the "SRV
Shares"). Universal Studios, Inc. ("Universal"), formerly MCA
INC., a diversified entertainment company, is the sole holder of the
SRV Shares. Other than with respect to the election of directors,
Universal, as the sole holder of SRV Shares, was entitled at this
meeting to one vote less than one-third of the votes attached to all
outstanding voting securities of the Corporation. With respect to
the election of directors, all shareholders, including Universal,
were entitled to exercise one vote for each voting security owned by
them with regards to those candidates nominated by Universal for
election to the board of directors. Universal was not entitled to
vote any of its SRV Shares for any other nominees. Following is a
description of each matter submitted to a vote of security holders
and the outcome of each such vote:
i) The election of directors. All individuals nominated for election
by the Corporation or by the Corporation at the request of Universal,
as the case may be, were confirmed as directors. Rudolph P. Bratty
received 138,624,635 votes for, with 450,624 votes withheld; John H.
Daniels received 138,635,736 votes for, with 439,523 votes withheld;
Bruce L. Hack (a nominee of Universal) received 138,577,581 votes
for, with 497,678 votes withheld; Ellis Jacob received 138,626,021
votes for, with 449,238 votes withheld; Allen Karp received
138,635,341 votes for, with 439,918 votes withheld; E. Leo Kolber
received 138,629,891 votes for, with 445,368 votes withheld; Brian
Mulligan (a nominee of Universal) received 138,595,006 votes for,
with 480,253 votes withheld; Andrew J. Parsons received 138,622,961
votes for, with 452,298 votes withheld; Eric W. Pertsch (a nominee of
Universal) received 138,589,186 votes for, with 486,073 votes
withheld; Robert Rabinovitch received 138,608,120 votes for, with
467,139 votes withheld; James D. Raymond received 138,634,811 votes
for, with 440,448 votes withheld; and Howard L. Weitzman (a nominee
of Universal) received 138,565,304 votes for, with 509,955 votes
withheld.
ii) The appointment of KPMG, Chartered Accountants as independent
auditors for fiscal year 1997. 138,807,305 votes were cast for the
appointment of KPMG, 144,207 votes were withheld and 129,958 were
spoiled.
iii) A resolution authorizing the board of directors of the
Corporation to fix the remuneration of the auditors. 138,688,009
votes were cast for the resolution, 216,712 votes were withheld and
176,749 were spoiled.
There were no broker non-votes with respect to matters i), ii) and
iii) above. The number of abstentions for each matter is equal to
the withheld votes for each matter.
<PAGE>
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
(a) Exhibit 11.1 Statement re Computation of Per Share Earnings.
(b) Exhibit 27 Financial Data Schedule.
(c) The Corporation did not file any reports on Form 8-K during
the quarter ended June 30, 1997.
<PAGE>
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 thereunto duly authorized.
CINEPLEX ODEON CORPORATION
--------------------------
(Registrant)
Date August 14, 1997 Allen Karp
--------------- --------------------
Allen Karp
President and Chief
Executive Officer
Date August 14, 1997 Ellis Jacob
--------------- --------------------
Ellis Jacob
Executive Vice President
and Chief Financial Officer
<PAGE>
Commission File No. 1-9454
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
QUARTERLY REPORT ON FORM 10-Q
OF
CINEPLEX ODEON CORPORATION
For the Quarterly Period Ended June 30, 1997
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description Page Number
- ------- --------------- -------------
11.1 Statement re Computation of Per Share Earnings. 16
27 Financial Data Schedule. 17
EXHIBIT 11.1
CINEPLEX ODEON CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(Calculated in accordance with Canadian generally
accepted accounting principles)
(In U.S. dollars, except number of shares)
<TABLE>
<CAPTION>
3 months 3 months 6 months 6 months
ended ended ended ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Basic
-----
Net loss (B) ($14,579,000) ($11,070,000) ($12,472,000) ($18,227,000)
============= ============= ============= =============
Weighted average outstanding
common and subordinate
restricted voting shares (C) 176,796,000 176,510,000 176,790,000 150,030,000
============= ============= ============= ============
Net loss per share (B/C) ($0.08) ($0.06) ($0.07) ($0.12)
============= ============= ============= =============
Fully Diluted
-------------
Net loss ($14,579,000) ($11,070,000) ($12,472,000) ($18,227,000)
Imputed interest on stock
options converted at beginning
of year (net of income tax
of nil) 0 (1) 0 (1) 0 (1) 0 (1)
------------ ------------ ------------ -------------
Adjusted net loss (E) ($14,579,000) ($11,070,000) ($12,472,000) ($18,227,000)
============ ============ ============ ============
Weighted average
outstanding shares
- after all conversions (F) 176,796,000 (2) 176,510,000 (2) 176,790,000 (2) 150,030,000 (2)
============ ============ ============ ============
Net loss per share (E/F) ($0.08) ($0.06) ($0.07) ($0.12)
============ ============ ============ =============
</TABLE>
(1) Imputed interest calculations would be anti-dilutive and therefore
have been excluded in calculations.
(2) Inclusion of conversions would be anti-dilutive and therefore are
excluded in calculations. Weighted average outstanding shares after
all conversions would be 191,252,000 for the 3 months ended
June 30, 1997, 183,311,000 for the three months ending June 30, 1996,
191,271,000 for the 6 months ending June 30, 1997 and 157,347,000
for the 6 months ending June 30, 1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,625
<SECURITIES> 403
<RECEIVABLES> 4,609
<ALLOWANCES> 719
<INVENTORY> 7,772
<CURRENT-ASSETS> 26,939
<PP&E> 878,871
<DEPRECIATION> 299,786
<TOTAL-ASSETS> 648,006
<CURRENT-LIABILITIES> 84,163
<BONDS> 245,104
0
0
<COMMON> 555,399
<OTHER-SE> (350,517)
<TOTAL-LIABILITY-AND-EQUITY> 648,006
<SALES> 71,550
<TOTAL-REVENUES> 277,761
<CGS> 13,363
<TOTAL-COSTS> 240,145
<OTHER-EXPENSES> 32,952
<LOSS-PROVISION> 320
<INTEREST-EXPENSE> 16,570
<INCOME-PRETAX> (11,906)
<INCOME-TAX> 566
<INCOME-CONTINUING> (12,472)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,472)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
