<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 3, 1997
Commission file number 0-21772
-------
Regal Cinemas, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Tennessee 62-1412720
- --------------------------------------------- ----------------------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
</TABLE>
7132 Commercial Park Drive
Knoxville, Tennessee 37918
- --------------------------------------- -----------------------------
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (423) 922-1123
--------------------
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 period 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 No
------- -------
Common Stock outstanding - 33,172,478 shares at May 7, 1997
1
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------
REGAL CINEMAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(in thousands of dollars)
ASSETS
<TABLE>
<CAPTION>
April 3, January 2,
1997 1997
--------- ----------
<S> <C> <C>
Current assets:
Cash and equivalents $ 9,039 $ 14,778
Accounts receivable 1,165 2,285
Inventories 1,412 1,240
Prepaids and other current assets 3,809 3,030
Refundable income taxes -- 2,773
--------- ---------
Total current assets 15,425 24,106
--------- ---------
Property and equipment:
Land 35,250 32,550
Buildings and leasehold improvements 215,967 207,412
Equipment 115,957 111,358
Construction in progress 43,490 34,247
--------- ---------
410,664 385,567
Accumulated depreciation and amortization (58,658) (54,343)
--------- ---------
Total property and equipment, net 352,006 331,224
--------- ---------
Other assets 22,916 23,189
--------- ---------
Total assets $ 390,347 $ 378,519
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
REGAL CINEMAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
------------------------------------------------
(in thousands of dollars, except share amounts)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
April 3, January 2,
1997 1997
--------- ----------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ -- $ --
Accounts payable 22,464 26,011
Accrued expenses 5,249 6,202
Income taxes payable 2,199 --
--------- ---------
Total current liabilities 29,912 32,213
Long-term debt, less current maturities 56,000 51,000
Other liabilities 3,608 3,420
Deferred income taxes 8,186 8,165
--------- ---------
Total liabilities 97,706 94,798
--------- ---------
Shareholders' equity:
Preferred stock, no par; 1,000,000 shares authorized,
none issued -- --
Common stock, no par; 50,000,000 shares authorized,
33,139,733 and 33,168,573 shares issued and
outstanding at April 3, 1997 and January 2, 1997,
respectively 221,890 221,506
Retained earnings 70,751 62,215
--------- ---------
292,641 283,721
--------- ---------
Total liabilities and stockholders' equity $ 390,347 $ 378,519
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
REGAL CINEMAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------------
(in thousands of dollars, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------
April 3, March 28,
1997 1996
----------- -----------
<S> <C> <C>
Revenue:
Admissions $ 53,507 $ 38,667
Concessions 21,526 15,496
Other operating revenue 2,412 900
----------- -----------
Total revenues 77,445 55,063
----------- -----------
Operating expenses:
Film rental and advertising costs 27,817 19,984
Cost of concessions and other 2,814 2,070
Theatre operating expenses 25,010 18,701
General and administrative expenses 2,758 2,199
Depreciation and amortization 4,621 3,142
----------- -----------
Total operating expenses 63,020 46,096
----------- -----------
Operating income 14,425 8,967
Other income (expense):
Interest expense (437) (1,316)
Interest income 115 102
Other (110) 161
----------- -----------
Income before provision for income taxes 13,993 7,914
Provision for income taxes (5,457) (3,119)
----------- -----------
Net income 8,536 4,795
GST dividends -- (161)
----------- -----------
Net income applicable to common stock $ 8,536 $ 4,634
=========== ===========
Earnings per common share:
Primary $ .25 $ .16
=========== ===========
Fully diluted $ .25 $ .16
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
REGAL CINEMAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(in thousands of dollars)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
April 3, March 28,
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,536 $ 4,795
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 4,621 3,142
Loss on sale of assets 163 --
Deferred income taxes 21 262
Changes in operating assets and liabilities:
Accounts receivable 1,120 267
Inventories (172) 7
Prepaids and other current assets (779) 82
Income taxes payable 4,972 1,841
Accounts payable (3,547) 1,868
Accrued expenses and other liabilities (765) (489)
----------- -----------
Net cash provided by operating activities 14,170 11,775
Cash flows from investing activities:
Capital expenditures, net (25,260) (17,898)
Investment in other assets (33) (40)
----------- -----------
Net cash used in investing activities (25,293) (17,938)
Cash flows from financing activities:
Net borrowings under long-term debt 5,000 2,658
GST dividends paid -- (271)
Net proceeds from issuance of common stock upon exercise
of warrants and options 354 304
Stock compensation expense 30 30
----------- -----------
Net cash provided by financing activities 5,384 2,721
----------- -----------
Net decrease in cash and equivalents (5,739) (3,442)
Cash and equivalents at beginning of period 14,778 5,775
----------- -----------
Cash and equivalents at end of period $ 9,039 $ 2,333
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
REGAL CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
---------------------------------------------------------------
1. THE COMPANY AND BASIS OF PRESENTATION
Regal Cinemas, Inc. ("Regal") and its wholly owned subsidiaries, Litchfield
Theatres, Ltd. ("Litchfield"), Neighborhood Entertainment, Inc.
("Neighborhood") and Georgia State Theatres, Inc. ("GST"); collectively
referred to as the "Company" operate multi-screen motion picture theatres
principally throughout the eastern United States. The Company formally
operates on a fiscal year ending on the Thursday closest to December 31.
On May 30, 1996, Regal issued 1,410,213 shares of its common stock for all
of the outstanding common stock of GST. The merger has been accounted for
as a pooling of interests and, accordingly, these condensed consolidated
financial statements have been restated for all periods to include the
results of operations and financial positions of GST.
Separate results of the combining entities for the three-month period ended
April 3, 1997 and the three-month period ended March 28, 1996 are as
follows:
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
April 3, 1997 March 28, 1996
------------- --------------
(in thousands)
<S> <C> <C>
Revenues:
Regal $ 77,445 $ 52,243
GST (through March 28 for 1996) -- 2,820
----------- -----------
$ 77,445 $ 55,063
=========== ===========
Net income:
Regal $ 8,536 $ 4,472
GST (through March 28 for 1996) -- 323
----------- -----------
$ 8,536 $ 4,795
=========== ===========
</TABLE>
2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of April 3, 1997, the condensed
consolidated statements of income for the three months ended April 3, 1997
and March 28, 1996, and the condensed consolidated statements of cash flows
for the three months ended April 3, 1997 and March 28, 1996 have been
prepared by the Company, without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows
for all periods presented have been made. The January 2, 1997 information
has been derived from the audited January 2, 1997 balance sheet of Regal
Cinemas, Inc.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
6
<PAGE> 7
REGAL CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
---------------------------------------------------------------
It is suggested that these condensed consolidated financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report to Shareholders for the year ended
January 2, 1997. The results of operations for the three month period ended
April 3, 1997 are not necessarily indicative of the operating results for
the full year.
3. INCOME TAXES
The Company's effective income tax rate differs from the expected federal
income tax rate of 35% due to the inclusion of state income taxes.
4. LONG-TERM DEBT
Long-term debt at April 3, 1997 and January 2, 1997, consists of the
following:
<TABLE>
<CAPTION>
April 3, January 2,
1997 1997
------------- --------------
(in thousands)
<S> <C> <C>
Regal $150,000,000 senior reducing revolving credit facility which
expires on June 30, 2003, with interest payable quarterly, at LIBOR
(5.7% at April 3, 1997 and 5.6% at January 2, 1997, respectively) plus
0.4%. Draw capability will expire on June 30,1999. Repayment of the
outstanding balance on the credit facility will begin September 30, 1999,
and consist of 5% of the outstanding balance on a quarterly basis
through June 30, 2001. Thereafter, payments will be 7.5% of the
outstanding balance quarterly through June 30, 2003. $ 56,000 $ 51,000
Less current maturities -- --
------------- --------------
$ 56,000 $ 51,000
============= ==============
</TABLE>
Regal's credit facility contains various restrictive covenants which
require Regal to maintain certain financial ratios. During 1996, the
Company amended its Loan Agreement to decrease the interest rate, extend
the maturity of the facility to June 30, 2003, and modify certain financial
covenants.
7
<PAGE> 8
REGAL CINEMAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
---------------------------------------------------------------
The Company's debt at April 3, 1997 is scheduled to mature as follows:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
1997 $ --
1998 --
1999 5,600
2000 11,200
2001 11,200
Thereafter 28,000
--------
$ 56,000
========
</TABLE>
5. EARNINGS PER SHARE
Primary earnings per share have been computed by dividing net income
applicable to common stock (net income less GST dividends) by the weighted
average number of common and common equivalent shares outstanding during
each period. Shares issued in connection with the GST merger have been
included in shares outstanding for all periods presented. Common equivalent
shares relating to options issued during the 12-month period preceding the
initial public offering have been calculated using the treasury stock
method assuming that the options were outstanding during each period
presented and that the fair value of the Company's common stock during each
period was equal to the initial public offering price. Common equivalent
shares relating to options issued subsequent to the initial public offering
have been calculated using the treasury stock method for the portion of
each period for which the options were outstanding and using the fair value
of the company's common stock for each of the respective periods. All per
share data has also been adjusted to give effect to the September 1996
common stock split. After giving effect to the items described above,
primary earnings per common share have been computed based on the assumed
weighted average number of common and common equivalent shares outstanding
in each period ((in thousands) 34,260 shares for the three month period
ended April 3, 1997; and 28,911 shares for the three month period ended
March 28, 1996). Fully diluted earnings per common share utilizes net
income before preferred dividends based upon the assumed weighted average
number of common and common equivalent shares outstanding in each period
((in thousands) 34,363 shares for the three month period ended April 3,
1997; and 29,013 shares for the three month period ended March 28, 1996).
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following analysis of the financial condition and results of operations of
Regal Cinemas, Inc. ("Regal") and its wholly owned subsidiaries, Litchfield
Theatres, Ltd. ("Litchfield"), Neighborhood Entertainment, Inc. ("Neighborhood")
and Georgia State Theatres, Inc. ("GST"), collectively referred to as the
"Company," should be read in conjunction with the Condensed Consolidated
Financial Statements and Notes thereto included herein. Regal consummated the
acquisitions of Litchfield, Neighborhood, and GST on June 15, 1994, April 17,
1995 and May 30, 1996, respectively. These three acquisitions have been
accounted for as poolings of interest.
BACKGROUND OF REGAL
Regal has achieved significant growth in theatres and screens since its
formation in November of 1989. Since inception through April 3, 1997, Regal
acquired 114 theatres with 760 screens, developed 45 new theatres with 497
screens and added 68 new screens to acquired theatres. Theatres developed by
Regal typically generate positive theatre level cash flow within the first three
months following commencement of operation and reach a mature level of
attendance within one to three years following commencement of operation. Regal
does not defer any preopening costs associated with opening its theatres and
expenses such costs in the period incurred. Theatre closings have had no
significant effect on the operations of Regal.
On September 13, 1996, Regal completed the purchase of assets consisting of
eight theatres with 69 screens in California from an individual, George
Krikorian and corporations controlled by him (collectively "Krikorian"). The
purchase price was approximately $14.0 million cash and 703,241 shares of Regal
common stock.
RESULTS OF OPERATIONS
The Company's revenues are generated primarily from box office receipts and
concession sales. Additional revenues are generated by electronic video games
located adjacent to the lobbies of certain of the Company's theatres, and by
on-screen advertisements and revenues from the Company's three entertainment
centers which are adjacent to theatre complexes. Direct theatre costs consist of
film rental costs, costs of concessions and theatre operating expenses. Film
rental costs are related to the popularity of a film and the length of time
since the film's release and generally decline as a percentage of admission
revenues the longer a film has been released. Because certain concession items,
such as fountain drinks and popcorn, are purchased in bulk and not pre-packed
for individual servings, the Company is able to improve its margins by
negotiating volume discounts. Theatre operating expenses consist primarily of
theatre labor and occupancy costs. Future increases in minimum wage requirements
or legislation requiring additional employer funding of health care, among other
things, may increase theatre operating expenses as a percentage of total
revenues.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS, CONTINUED
The following table sets forth for the fiscal periods indicated the percentage
of total revenues represented by certain items reflected in the Company's
consolidated statements of income.
<TABLE>
<CAPTION>
Percentage of Total Revenues
Three Months Ended
----------------------------
April 3, March 28,
1997 1996
---------- -----------
<S> <C> <C>
Revenue:
Admissions 69.1% 70.2%
Concessions 27.8% 28.1%
Other 3.1% 1.7%
-------- --------
Total revenues 100.0% 100.0%
Cost of revenues:
Film rental and advertising costs 35.9% 36.3%
Cost of concessions and other 3.6% 3.7%
Total operating expenses 32.3% 34.0%
General and administrative expenses 3.6% 4.0%
Depreciation and amortization 6.0% 5.7%
-------- --------
Theatre operating expenses 81.4% 83.7%
Operating income 18.6% 16.3%
Other income (expense):
Interest expense (0.6%) (2.4%)
Interest income 0.1% 0.2%
Other (0.1%) 0.3%
-------- --------
Income before provision for income taxes 18.0% 14.4%
Provision for income taxes (7.0%) (5.7%)
-------- --------
Net income 11.0% 8.7%
======== ========
</TABLE>
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS, CONTINUED
THREE MONTHS ENDED APRIL 3, 1997 AND MARCH 28, 1996
TOTAL REVENUES -- Total revenues for the first quarter of fiscal 1997 increased
by 40.6% to $77.4 million from $55.1 million in the comparable 1996 period. This
increase was due to a 31.8% increase in attendance attributable primarily to the
net addition of 278 screens in fiscal 1996 and first quarter of 1997 as well as
strong film releases in the first quarter of 1997. Of the $22.3 million net
increase in revenues for the period, a $7.5 million increase was attributed to
theatres previously operated by the Company, $5.0 million increase was
attributed to theatres acquired by the Company, and $9.8 million increase was
attributed to new theatres constructed by the Company. Average ticket prices
increased 5.0% during the period, reflecting an increase in ticket prices and a
greater proportion of larger market theatres in the 1996 period than in the same
period in 1995. Average concession sales per customer increased 5.4% for the
period, reflecting both an increase in consumption and, to a lesser degree, an
increase in concession prices.
DIRECT THEATRE COSTS -- Direct theatre costs increased by 36.3% to $55.6 million
in the first quarter 1997 from $40.8 million in the first quarter 1996. Direct
theatre costs as a percentage of total revenues decreased to 71.8% in the 1997
period from 74.0% in the 1996 period. The decrease of direct theatre costs as a
percentage of total revenues was primarily attributable to the strong film
releases in the first quarter 1997 and better monitoring and control of costs at
the Company's theatres, and, to a lesser extent, to a decrease in occupancy
expense as a percentage of total revenues, reflecting a higher mix of owned
versus leased properties.
GENERAL AND ADMINISTRATIVE EXPENSES -- General and administrative expenses
increased by 25.4% to $2.8 million in the first quarter 1997 from $2.2 million
in the first quarter 1996. As a percentage of total revenues, general and
administrative expenses decreased to 3.6% in the 1997 period from 4.0% in the
1996 period.
DEPRECIATION AND AMORTIZATION -- Depreciation and amortization expense increased
in the first quarter 1997 by 47.1% to $4.6 million from $3.1 million in the
first quarter 1996. This increase was primarily the result of theatre property
additions associated with the Company's expansion efforts.
OPERATING INCOME -- Operating income for the first quarter 1997 increased by
60.9% to $14.4 million, or 18.6% of total revenues, from $9.0 million, or 16.3%
of total revenues, in the first quarter 1996.
INTEREST EXPENSE -- Interest expense decreased in the first quarter 1997 by
66.8% to $.4 million from $1.3 million in the first quarter 1996. The decrease
was primarily due to lower average borrowings outstanding.
INCOME TAXES -- The provision for income taxes increased in the first quarter
1997 by 75.0% to $5.5 million from $3.1 million in the first quarter 1996. The
effective tax rate was 39.0% in the 1997 period as compared to 39.4% in the 1996
period.
NET INCOME -- Net income in the first quarter 1997 increased by 78.0% to $8.5
million from $4.8 million in the first quarter 1996. The increase in net income
reflects primarily the additional screens operated by the Company, as well as
strong film releases in the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
Substantially all of the Company's revenues are derived from cash box office
receipts and concession sales, while film rental fees are ordinarily paid to
distributors 15 to 45 days following receipt of admission revenues. The
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS, CONTINUED
Company thus has an operating cash "float" which partially finances its
operations, reducing the Company's needs for external sources of working
capital.
The Company's capital requirements have arisen principally in connection with
acquisitions of existing theatres, new theatre openings and the addition of
screens to existing theatres have been financed with borrowings under the
Company's loan agreement, equity financings and internally generated cash. On
September 30, 1996, the Company amended its $150 million revolving credit
facility. The amendments to the loan agreement require that the indebtedness
under the facility be amortized at a rate of $7.5 million per quarter commencing
with the quarter ending September 30, 1999, and at a rate of $11.3 million per
quarter commencing with the quarter ending September 30, 2001. The loan
agreement requires the Company to comply with certain financial and other
covenants, including maintaining a minimum net worth of not less than $230.0
million plus 50% of the Company's net income for each quarter commencing with
the quarter ending June 27, 1996. On April 3, 1997, $56.0 million was
outstanding under the Company's loan agreement.
On May 30, 1996, the Company consummated the acquisition of GST for 1,410,213
shares of Regal common stock. In conjunction with the transaction, the Company
refinanced approximately $3 million of GST's debt under the Company's revolving
credit facility.
On June 10, 1996, the Company completed a secondary stock offering of 4,312,500
shares of the Company's common stock at $30.83 per share. The total proceeds to
the Company from the offering were approximately $126.5 million, net of the
underwriting discount and other expenses of $6.5 million and were used to repay
amounts outstanding under the Company's revolving credit facility.
On September 13, 1996, the Company completed the purchase of assets consisting
of 8 theatres with 69 screens in California from an individual, George
Krikorian, and corporations controlled by him (collectively "Krikorian") for
consideration of 703,241 shares of Regal common stock and approximately $14.0
million in cash.
At April 3, 1997, the Company had 159 multi-screen theatres with an aggregate of
1,325 screens. At such date, the Company had 15 new theatres with 210 new
screens and 9 new screens at two existing locations under construction. The
Company anticipates that its capital expenditures over the next twelve months
will approximate $125 - $150 million. The Company believes that its capital
needs for completion of theatre construction and development for at least the
next 12 to 18 months will be satisfied by available credit under the loan
agreement, as amended, internally generated cash flow and available cash and
equivalents.
NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the FASB issued Statement of Accounting Standards No. 128,
Earnings Per Share (EPS). The Statement simplifies the standards for computing
earnings per share by replacing the presentation of primary earnings per share
with a presentation of basic earnings per share. Additionally, the Statement
requires dual presentation of basic and diluted EPS on the face of the income
statement and requires a reconciliation of the numerator and denominator of the
diluted EPS calculation. The Company plans to adopt the provisions of the
Statement 128 in fiscal year 1997 and the impact on the Company's financial
statements has not been determined.
12
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- --------------------------------------------------------------------------------
(a) Exhibits:
(11) Statement re: computation of per share earnings
(27) Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed for the quarterly period
ended April 3, 1997.
13
<PAGE> 14
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.
REGAL CINEMAS, INC.
Date: March 13, 1997 By: /s/ Michael L. Campbell
--------------------------------------------
Michael L. Campbell, Chairman, President and
Chief Executive Officer
By: /s/ Lewis Frazer III
--------------------------------------------
Lewis Frazer III, Executive Vice President,
Chief Financial Officer and Treasurer
14
<PAGE> 15
EXHIBIT INDEX
ITEM DESCRIPTION
---------------- ---------------------------------------------------
(11) Statement re: computation of per share earnings
(27) Financial Data Schedule (for SEC use only)
<PAGE> 1
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
April 3, March 28,
1997 1996
----------- -----------
<S> <C> <C>
PRIMARY:
Weighted average number of common shares outstanding $ 33,169 $ 27,696
Net effect of dilutive stock options and warrants based on the treasury
stock method using average market price 1,091 1,215
----------- -----------
Weighted average number of common and common equivalent shares
outstanding 34,260 28,911
=========== ===========
Net income $ 8,538 $ 4,795
Less common and preferred dividends -- 161
----------- -----------
Net income applicable to common shares $ 8,538 $ 4,634
=========== ===========
Net income per common share as reported $ .25 $ 0.16
=========== ===========
FULLY DILUTED:
Weighted average number of common shares outstanding 33,169 27,696
Net effect of dilutive stock options and warrants based on the treasury
stock method using ending market price 1,194 1,317
----------- -----------
34,363 29,013
=========== ===========
Net income $ 8,538 $ 4,795
Less common and preferred dividends related to nonconvertible
securities -- 161
----------- -----------
Net income applicable to common shares $ 8,538 $ 4,634
=========== ===========
Net income per common share assuming full dilution, as reported $ .25 $ .16
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF REGAL CINEMAS, INC. FOR THE THREE MONTHS ENDED APRIL 3,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-1998
<PERIOD-START> JAN-03-1997
<PERIOD-END> APR-03-1997
<EXCHANGE-RATE> 1
<CASH> 9,039
<SECURITIES> 0
<RECEIVABLES> 1,165
<ALLOWANCES> 0
<INVENTORY> 1,412
<CURRENT-ASSETS> 15,425
<PP&E> 410,664
<DEPRECIATION> 58,658
<TOTAL-ASSETS> 390,347
<CURRENT-LIABILITIES> 29,912
<BONDS> 56,000
0
0
<COMMON> 221,890
<OTHER-SE> 70,751
<TOTAL-LIABILITY-AND-EQUITY> 390,347
<SALES> 21,526
<TOTAL-REVENUES> 77,445
<CGS> 2,814
<TOTAL-COSTS> 30,631
<OTHER-EXPENSES> 32,389
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 437
<INCOME-PRETAX> 13,973
<INCOME-TAX> 5,457
<INCOME-CONTINUING> 8,536
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,536
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
