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Home My WebLink AboutR24-Economic Development AgencyCITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A. Marzullo SUBJECT: Regal Entertainment Cinema Project — Update Interim Executive Director and presentation by Interim Executive Director DATE: January 3, 2011 Synopsis of Previous Commission /Council/Committee Action(s): None other than closed session discussions on September 7, 2010 and November 15, 2010. Recommended Motion(s): MOTION: That the Community Development Commission of the City of San Bernardino receive and file the materials provided by the Interim Executive Director of the Redevelopment Agency relative to the update on the Regal Entertainment Cinema Project. Contact Person(s): Emil Marzullo Phone: (909) 663 -1044 Project Area(s): Central City North Project Area Ward(s): 1 Supporting Data Attached: Q Staff Report 11 ' Resolution(s) ❑ Agreement(s) /Contract(s) ❑ Map(s) ❑ Letter(s) FUNDING REQUIREMENTS: Amount: $ -0- Source: Budget Authority: N/A N/A Signature: Fiscal Review: Emil A. Marzullo, Nerim Execute a Director Lori Panzino - Tillery, Interim A inistrative Services Director Commission /Council Notes: P:\Agendas \Comm Dev Commission \CDC 2011 \01 -10 -11 Regal Entertainment Cinema Project -Update SRdocx COMMISSION MEETING AGENDA Meeting Date: 011//10/ /2011 Agenda Item Number: P- . -4 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT REGAL ENTERAINMENT CINEMA PROJECT — UPDATE AND PRESENTATION BY INTERIM EXECUTIVE DIRECTOR DISCUSSION: Oral presentation by the Interim Executive Director of the Redevelopment Agency to update the Commission regarding the status of lease negotiations with Regal Entertainment on the cinema project. Materials will be provided at the meeting. RECOMMENDATION: That the Community Development Commission approve the recommended motion. Emil A. Marzullo, I xecutive Director P:Wgendas \CommDevCommission \CDC 2011 \0l -10 -11 Regal Entertainment Cinema Project - UpdateSRdocx COMMISSION MEETING AGENDA Meeting Date: 01/10/2010 Agenda Item Number: ORIGINAL Give Regal royal treatment Posted: 01/08/201105:35:11 PM PST San Bernardino Sun Regal Entertainment Group, the largest theater operator in the U.S., wants to resuscitate a moribund movie theater in the heart of San Bernardino - it needs only the City Council's approval of a lease agreement before it can move ahead with its plans. For a city that has been itching to reopen the defunct CinemaStar at Fourth and E streets - the place has been dark for two years now - there should be little opposition to Regal's proposal. But this is San Bernardino. Nothing happens here without some controversy. A local businessman has lambasted the cinema plan in an open letter to the City Council and members of the community. Ronald Rezek, who runs a logistics company, said Regal's proposal to lease the city - owned movie theater is "flawed" and "guaranteed to lose money." City officials expect a cadre of those opposed to Regal's plan to speak Monday at a public hearing on the deal, the details of which remain privileged until then. Honestly, folks, is that necessary? We're all for a healthy debate on the merits of any proposal involving the use of taxpayer resources, but near as we can tell the Regal deal is a good one for the city. Why wouldn't San Bernardino want to build a partnership with a big name like Regal? This is a nationally recognized leader in the entertainment industry, with 6,705 screens at 540 theaters across the country and an annual attendance of more than 244 million. In the Inland Empire, Regal operates 13 theater locations under the Edwards Theaters brand. The company proposes to remodel and upgrade 14 of the 20 theaters at the San Bernardino cinema, leaving the six smallest theaters to the city's Economic Development Agency to renovate for restaurants and other commercial uses. With Regal in place, it's not unreasonable to expect other national brands to sign on to the project. Skepticism over previous deals to reopen the CinemaStar - the latest agreement, with Maya Cinemas, fizzled when the operator couldn't get financing - should not be at play here. Regal is a publicly traded company with the financial wherewithal to make this deal happen. City officials expect gross revenues at the cinema to hit $10 million within three years - not at all unrealistic considering that CinemaStar, even as the over - extended operator was going under, turned a profit. Regal, we'd bet, isn't going to mess this up. It's San Bernardino's deal to lose. We hope the city doesn't blow it, for the sake of cinema - starved residents, and for all those who understand that saving those silver screens is one of the keys to bringing downtown San Bernardino back to life. Entered Into Rec, at MCC/CDC Mtgg: by., LA&iL n A44 ,. 0. _ ✓11�,., by: City CleW Secretary I City of San Bernardino FAQ's for Regal Lease and Downtown Theater Project Community Development Commission Meeting January 10, 2011 Agenda Item #R24 Q: Why does San Bernardino need a downtown theater project? A: The theater addresses a vital entertainment demand for the residents of our City. Since the early 1990's, a Downtown theater project has been discussed, analyzed, studied and considered to be a vital component for the revitalization of Downtown San Bernardino. Studies were conducted prior to the 1995 Exclusive Right to Negotiate Agreement with MDA as the original developer of the Downtown theater project. There exists an extensive record leading to the public hearing on the approval of the Disposition and Development Agreement (DDA) with MDA in 1996 setting forth the benefits to the City to have a Downtown multi -plex theater project. Basically the same questions being asked currently in 2010 and 2011 were asked and answered in the mid- 1990's. Q: What benefits are there for the EDA to have a lease with Regal? A: Regal is the largest theater operator in the country and at this time doing business as Regal and also as Edwards Theaters. When the theater was initially constructed in 1998 and the developer signed the lease with CinemaStar, both the City and the developer had previously attempted to attract one of the major theater operators at that time. All the major theater operators declined to open a theater in Downtown San Bernardino at that time or demanded concessions from the developer or the EDA that were not financially attainable. The name "Regal" carries a certain "name Brand" as the largest theater operator thus sending a message to developers and retail and restaurant companies that Regal has committed to Downtown San Bernardino leading the way for other businesses to follow. Although this strategy was articulated in the mid- 1990's in various written documents at that time, the forecasted economic development successes did not occur with a start-up business such as "CinemaStar." The Downtown needed a nationally recognized theater operator such as "Regal." Even though there is no guaranty that other national brand names will follow Regal to the theater location, the likelihood of success in this approach is far superior with the "Regal" name than with a start-up or a small regional theater operator. 1 201 North E Street, Suite 301 • San Bernardino, California 92401 -1507 • (909) 663 -1044 . Fax (909) 888 -9413 Email: info @sbrda.org. ww .sbrda.org Q: Why would the EDA propose to lease the theater building rather than sell it to a theater operator? A: The theater building has been vacant for over two (2) years since the end of September 2008 when CinemaStar ceased its business activities. There are substantial deferred maintenance items and other building repairs, system upgrades and replacements required at this time due to the inactive status of the theater facility for the past two (2 ) years plus. Selling the theater building in its current state would result in the loss of the public's initial and on -going financial investment. A distinction must also be made between a sale to a "theater operator" to act as an owner /operator versus a sale to a real estate developer who will then be a landlord renting the facility to an operator. The EDA has received one proposal from a proposed landlord offering the lower price for the purchase of the theater as contrasted with a proposal from a theater operator who offered $1.2M more to purchase and operate the theater. Given the current physical condition of the building and the fact that the theater is not currently in operation nor is there is final executed lease agreement between the EDA and Regal at this time, the price to be paid today for the vacant theater would be substantially lower than two or three years from now after a successful track record of operations by a nationally recognized theater operator has been achieved. Q: Were there other proposals to lease the theater or to purchase the theater at this time? A: The EDA received 8 inquiries and 6 proposals. The EDA narrowed the proposals to 4: two proposals for the lease of the theater and two proposals for the purchase of the theater. The purchase proposals differed from each in that one offered $6.110 as the purchase price from a theater owner /operator whereas the other proposal was received from a real estate developer /investor offering $4.9M ($5.OM - $0.1 M for broker's commission) with a lease to an operator who in unknown in the Southern California theater market. Q: When did the EDA become the owner of the theater and why? A: It was never intended for the EDA to be the owner of the multi -plex theater project. Under the original 1996 DDA, the EDA assembled the land, relocated the business tenants and demolished the prior buildings in preparation for the on -site work prior to construction of the actual theater structure. The original developer as intended in the DDA acquired additional financing in the form of a construction loan for $3.6M which `A was combined with the EDA's HUD Section 108 loan for $7.OM plus additional equity from the developer and the contribution of the EDA's on -site land assembly and site preparation costs. The lease with CinemaStar was executed between the original developer as the landlord with CinemaStar as the tenant/operator. When the original developer realized that CinemaStar was on the verge of bankruptcy in 2000, the developer offered to transfer the theater and the lease to the EDA for $10,000. That transfer was approved by the Community Development Commission and the transfer of title occurred on March 27, 2001. Q: How much did it cost the EDA to acquire land, demolish buildings and relocate businesses for the original CinemaStar theater? A: Based upon the staff report and other materials presented to the Commission and the City Council in 1996, the EDA paid $3.1 M for the land and buildings. The total EDA 1996 contribution in the theater project was $11.4M. Q: How did the EDA select CinemaStar as the original operator of the theater? A: The CinemaStar lease was entered into between the original developer of the theater project and CinemaStar in 1996. After the Developer transferred the theater and the lease to the EDA in 2001, and after a bankruptcy filing by CinemaStar, an amendment to the lease was approved by the CDC to reduce the lease payments with the prospects of recapturing the reduced amount in the later years of the lease term. The EDA did not select CinemaStar. The original lease agreement was between the MDA as the developer and CinemaStar as the tenant/operator. Selling the theater to a Developer will not allow the EDA to have a say in who operates the theater. Q: What impact will a closed Carousel Mall have on the theater development? A: The Carousel Mall has been in a state of deterioration for the past decade. Various plans have been proposed by both prior and current owners of the Carousel Mall for several reuse options. The public must realize that the re- positioning and redevelopment of the Carousel Mall will not occur quickly but it is imperative for the EDA to initiate other projects in the Downtown Area in the interim to continue its redevelopment efforts, remove blighting influences and to make the Downtown Area safer for visitors on a project -by- project basis. When the economic and real estate market conditions are favorable once again, the Carousel Mall will be repositioned at the appropriate time. 3 Other redevelopment initiatives cannot afford to be deferred pending the re- positioning and redevelopment of the Carousel Mall. The rebranding and renovation of the theater complex will now attract further private investment the downtown revitalization effort, creating new opportunities at the Carousel Mall. m Q: How much will it cost the EDA to subsidize the Regal lease and when will the EDA recoup its investment from Regal? A: The EDA as the owner of the theater building has intentionally deferred many maintenance items pending a final agreement with a theater operator. There are many items that the EDA as the building owner will be responsible for plus the current negotiations with Regal have the EDA making an additional $4.7M investment in the theater building. Several of the 14 theaters to be leased by Regal require additional ADA compliance work involving seating arrangements, access to theaters, and step and riser reconfigurations. In addition, new movie screens and sound systems need to be installed with digital format projectors to include either an I -MAX, RPX ( Regal's big screen theater concept) or 3D capabilities. Because of the lack of reinvestment by CinemaStar in the theater during their 10 -year tenure at the theater, many state -of- the -art theater upgrades are warranted at this time. Regal's investment into the theater can reach upwards to $10M. Regal will be paying a minimum rent to the EDA of $850,000. If Regal only achieves the average total box office and concession sales of CinemaStar as recorded for the period of 2003 to 2005, Regal will be paying as much as $250,000 to $300,000 per year more to the EDA than the minimum rent of $850,000 per year. The rent received by the EDA will more than cover the debt service on the EDA's investment of not to exceed $4.7M. This investment will be recovered over the lease term or at the sale of the theater. There are other costs that are presently being determined through engineering analyses relative to the EDA's ownership of the building structure for roof, HVAC, common areas in the public walkways and public sidewalk and street improvements on "E" Street. Additionally, the EDA will be constructing a public gathering area with water fountains and seating areas in portions of the current grass areas between Fourth Street and the theater entrance. Q: Why does the EDA plan to retain the 6 theaters in the front? What is the cost to the EDA to retain the 6 theaters and what is the marketing plan for their use? A: All but one of the theater operators who have expressed an interest in theater stated that 20 theaters is too many in the current market. The number of theaters screens sought by most operators is currently between 14 and 16. By eliminating the 6 front theater screens on the Fourth Street facing side of the theater building, the EDA will be able to recapture the two on the southwest side of the theater front for use by the California 5 Theater for another venue and office space and dressing rooms for California Theater productions. There is interest at this time by recognized restaurant developers in the remaining four theaters for conversion to restaurant use but only if a national brand such as Regal is the theater operator. All costs for the construction of the demising walls between the 14 theaters and the 6 theaters will be the obligation of Regal and the conversion of 4 of the theaters to restaurant use will be the financial and performance obligation of the proposed restaurant developer. Q: Does the Regal lease agreement make economic sense for the EDA? Why would the EDA put more money into the theater at this time? A: The EDA as the owner of the theater building will be investing in identified deferred maintenance items that affect the building structure, roof, HVAC system and adjacent infrastructure and common area improvements. The lease approach with a sale at a later date makes the most economic sense for the EDA rather than selling the theater today at a "fire sale" price without a proven tenant under a lease agreement and without many of the upgrades and deferred maintenance items being resolved that will enhance the sale value at a later date. Due to the current economic conditions of this economic climate, it is not the most advantageous time to be selling an asset the value of which is dependent upon the operations and the success of the operator to achieve the full value of the real estate asset. Unless the EDA invests additional funds in the theater building, the asset value will remain as the "reuse value" in the current condition with substantial valuation deductions due to the deferred maintenance and the lack of a nationally recognized theater operator. An investment at this time together with a lease agreement with Regal will place the EDA in the most advantageous position, as was not the case with the start-up operator, CinemaStar, as the original theater operator /tenant. Q: Has the EDA calculated the Internal Rate of Return (IRR) on investing additional EDA funds in the theater at this time? A: No — the analysis for any redevelopment agency when attempting to remedy blighting conditions, particularly in an older downtown area, is not an IRR economic analysis in the same manner as an equity investor or a private developer would undertake, but rather what benefit can be conferred upon the community, the residents and the overall Downtown Area revitalization efforts. If each redevelopment activity of the EDA was focused merely on the IRR, the EDA would not have acquired the slum infested motels and the most troublesome liquor stores all within a block of each other in the Downtown Area. The elimination of these blighting conditions has fostered the recent development of several senior citizen 2 housing complexes in the Downtown Area; most notably the three projects built and nearing completion by Telecu. These development efforts alone have brought residents to the Downtown Area who have displaced the human landscape previously frequenting the streets and the undesirable business establishments that were once located in the Downtown Area. By the infusion of capital through the EDA that is not otherwise available from private equity sources and commercial lenders, redevelopment agencies such as the EDA are thus able to initiate economic development activities that can then be leveraged with private capital into additional private development efforts. This can only be achieved after the difficult and costly initial clean-up and blight eradication expenses borne by redevelopment dollars to thus set the stage for the influx of private investments. Q. Is Regal going to build an I -MAX? A: If it is possible, Regal will install a large format screen in one auditorium (RPX, I -MAX, or other). Q. Will Regal be encouraged to use local contractors /vendors? A: Regal will be encouraged to use local contractors and vendors. The City's Office of Business Development will work with Regal to obtain local contractors, suppliers, and vendors. Q. Were all bids willing to build an I -MAX? A: Only Regal's proposal addressed a possible large format screen in one auditorium (RPX, I -MAX, or other). Q. Did San Bernardino ever have an Edwards Cinema? A: Edwards Cinema has not had a presence in the City of San Bernardino. Q. Will there be operating covenants for purchasers of the theater or the restaurants? A: At a future date when the EDA approves the sale of the theater to an investment group or to a developer subject to a tenant lease with a theater operator in place, any purchaser of the theater under a Disposition Development Agreement (DDA) with the EDA will be required to comply with the provisions of the Redevelopment Plan and will additionally be required to maintain the use of the land and building solely for theater purposes as a cinemaplex operation. 7 Under the current plans, the EDA would retain at least 2 of the 6 front theaters. A future decision will be made as to use limitations to be imposed on these 4 theaters. A DDA will cover each reverted theater and should restrict uses to restaurants or expanded to also include retail uses. Q. Will operating covenants be required in a lease or sale? A: Any lease would require that the lessee theater operator only use the 14 theaters for cinema purposes. Any operating covenants to be contained in a DDA would typically require the purchaser of the land and building to maintain the theater solely for cinema purposes. Q. Discuss lease cancellation clause. Without capital in deal, there must be a strong cancellation clause. Is kick -out yearly or once every 5 years? A: The EDA would be able to terminate the lease for any default by the theater operator /tenant under the terms of the lease. Regal has required a provision granting the tenant the ability to cancel the lease after the 5a' full year of operations if the total box office sales are less than $2.5M for the prior year and then each year thereafter on an annual basis. The EDA would have a right to cure such deficit in the box office receipts, but this language has not been yet been drafted. CinemaStar had achieved box office receipts approaching $5M with total gross revenues from operations in the range of $6M to $6.5M. Q. Are film festivals planned to be held at the theater once it reopens? A: It is a strong possibility that film festivals could be held either within the Regal auditoria controlled by Regal or in the ones controlled by the EDA. Q. What is the risk v. investment and economic considerations? A: The risk to the EDA to do nothing is to allow an EDA stranded investment to sit idle to the detriment of the Downtown Area. The theater has experienced over 2 years of non - maintenance and several years of lack of maintenance while CinemaStar was on the decline prior to the final closing in September 2008. The theater currently has outdated movie screens, projection equipment and sound equipment, and the seats, carpet and wall coverings need to be replaced and upgraded. Whatever money is spent by the EDA is an investment in obtaining the largest theater operator in the country in an effort to achieve a first class theater experience to additionally attract restaurant users for the 4 reverted theaters and to jump start the revitalization of the "Theater District' concept. Q. How many jobs are to be generated? 3 R A: 5 to 10 management positions; approximately 100 jobs both full and part time; San Bernardino Employment Training Agency will be involved in hiring for the cinema. Q. What will happen when the theater is sold? Quick sale or ultimate sale with development. A: A quick sale at this time to either a real estate developer or to a potential owner /operator will not produce the greatest financial benefit to the EDA nor guarantee success of the future operations of the theater. Having the EDA invest additional dollars into the lease of the theater for renovation and upgrades to cure obvious maintenance and technological deficiencies, will only enhance the future value of the theater. After a major theater operator has demonstrated a successful operation, the value will be enhanced even further when the EDA considers a sale within 2 to 3 years. Q. Is Regal planning to update all of the equipment? A: Regal is planning to replace all existing analog projection equipment, sound systems, chairs, carpet, ticketing equipment, satellite dish, menu boards, signs, mini - marquees, directories, computer systems„ and much of the concession equipment. Q. Can Regal rent take care of full investment without the restaurants? A: Yes — Regal will be paying a minimum rent to the EDA of $850,000. 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' �w i"- °� �� .yam i .� :� _ � � �: , � � �, i �, -> � :�1 .! •. � t � � � ,�•- � ! 3 ... �`i.i �'_ _ � i.—. ..- a 't s'r;��_. ,t'1�ui t ;, - r �� c �. } A�'r _ 11 x .� :w x: p / 1 y "x ��_ ' • � / ,t' i. •rn nnv``J 1.L O V) U "' LU c) .z w V) . � O •O Z �„ � 0 O O ) C— V) 0 •c- � 0 E .E o 0 L u W F-- z 13 13 13 ma O 4� _ O O 0 a� z 0 6 V s V _ 0) _ .O a� a� 0 y O 0 a� z 0 H m H J 1� r O N O E E H _ NONE D LM N • U c _ O CL O LL JMS Advisory Jay M. Shapiro President JMS Advisory Jay M. Shapiro provides cinema strategic planning services, market due diligence, site selection evaluation, real estate deal making, lease negotiations, project management, and disposition and valuation services to institutional investors, landowners, developers, redevelopment agencies and colleges and universities. A leading expert in exhibition and theatre real estate with over 30 years of industry experience, Jay serves as President of JMS Advisory, a Cambridge -based theatre and exhibition consulting firm. Before founding JMSA, he was Senior Vice President of Development for General Cinema Theaters (1980- 1995), prior to which he was National Director for Real Estate at American Multi- Cinema. From 1973 -1975, he served as Assistant Attorney General for the state of Missouri. Jay has represented exhibitors and property owners throughout the United States and globally. His clients have included, among others: AMC Entertainment, General Cinema International, Hoyts Cinemas, Century /CineArts Theatres, Drexel Theatre Group, Harkins Theatres, Wallace/Hollywood Theater Corporation, Rave Motion Picture Theaters, Regal Entertainment Group, Ameristar Casinos, BoydGaming, Bayer Properties, New England Development/Wells Group, Trammell Crow Company, Jones Lang LaSalle, Berkeley Investments, Lazard Freres & Company, Stellar Holdings, Simon Property Group, Madison Consulting Group/MadisonMarquette, The Woodmont Company, SheaProperties, Dart Realty, Nordblom Company, U3Ventures and Vibrant Development. Jay also has consulted on numerous urban redevelopment projects in Sacramento and Glendale, CA, Kansas City, KS, Duluth, MN, Worcester, MA and for the University of Pennsylvania, Philadelphia, PA, Ohio State University, Columbus, OH, and San Diego State University, San Diego, CA, St. Louis University, St. Louis, MO, The Presidio Trust, San Francisco, CA and Camana Bay, Grand Cayman Islands. In May, 2010, Jay was keynote presenter at the roundtable discussion: State of the Exhibition Industry at RECON, hosted by International Council of Shopping Centers (ICSC). In February, 2009, Jay was chairman and moderator for the cinema panel discussion Cinemas: Surviving, Thriving and Positioning for the Future at the Urban Land Institute (ULI) Re- Inventing Specialty Retail and Entertainment Conference. Jay is a graduate of Brown University and Washington University School of Law. He is a member of ULI, ICSC, and the Missouri Bar Association and is a member of the editorial advisory board of Shopping Center Business magazine. 20 Fresh Pond Place • Cambridge, MA 02138 Phone: 781-894-9640 • Fax: 617-349-5342 • Cell: 917-975-6672 jmshapiro @att.net • www.jmsadvisory.com � .. Fii FINANCIAL - Quotes & Research Customer Service Page I of 2 • Suggestions Add Another Account Enter Symbol Accounts Trading & Portfolios Research Guidance & Retirement Education Banking US Markets Global Markets Quotes News Charts Stocks Mutual Funds & ETFs Bonds January 10, 2011 4:27 PM ET RGC News Symbol Lookup Recent Quotes Alerts Refresh l GOOG, SIRI, CHK... REGAL ENTMT GROUP CL A RGC: NYSE Services: Motion Pictures Snapshot Charts News Options Chains Analyst Research Funclarrientels Earnings Insider Activity .. ................ ................... Last Prim Today's Change Bid (Size) Ask (Size) Day's Range Volume 12.17 -0.030 i (-0.25%) 12.04 x300 12.39 x300 1202 . - 12.25 1 1,007,616 _J -------- NYSE Delayed Quote Last Trade as of 4:00 PM ET 1/10/11 COMPANY NEWS: RGC Search Enter Keyword(s) Latest Headlines TODAY, JANUARY 10, 2011 Regal Entertainment Group Announces Font size: A A A Proposed Offering of $100 Million of Senior Regal Entertainment Group Adds... Notes 11:45 AM ET I BusinessWire 7:00 AM ET 1141111 BusinessWim JANUARY 4, 2011 Regal Entertainment Group ("Regal" or the RELATED QUOTES Regal Entertainment prices $160... "Company") (NYSE: RGC), announced today IL25 4:155 PM ET I Briefing.corn InPlaye that it plans to offer $100 million aggregate Regal Entertainment Group... principal amount of its 9.125% senior notes due 4:11 PM ET I BusinessWins 2018 (the 'Notes"). The Notes will constitute Regal Entertainment Announces... additional securities under the Indenture, dated 7:05 AM ET I Briefing.corn InPlayo as of August 16, 2010 (the "Indenture"), Regal Entertainment Group... between the Company and Wells Fargo Bank, 7'00 AM ET I Business Wire National Association, as trustee, pursuant to 4:00 PM ET 1/10/11 which the Company issued $275 million in Symbol Last % Chg COMPANIES IN THE NEWS aggregate principal amount of its 9-125% RGC 12.17 -0.25% senior notes due 2018 on August 16, 2010 (the Quotes celayei at east 15 minute. SPY 30 "Prior Notes"). The Notes will be treated as a --- ------- JPM -- ------- single series with, and will have the same terms as, the Prior Notes and will be fungible with the Prior Notes. The Company anticipates that the offering will PGN close on or around January 7, 2011, subject to customary closing conditions. The Company intends to use all of the net proceeds of the offering (1) to pay DUK 15 down a portion of the Company's outstanding obligations under its senior credit facility, and (i to pay fees and expenses related to the offering. AA 13 A registration statement on Form S-3, File No. 333-168703, relating to the Bars represent the number of news headlines or stores a Notes has been filed with the Securities and Exchange Commission and company is mentioned in today. Click on a bar to go to the company's news page. became effective upon filing. Credit Suisse Securities (USA) ULC is acting as book running manager for the offering. To obtain a copy of a prospectus for this offering, please contact Credit Suisse Securities (USA) LLC toll-free at 1-800- 221-1037. resu1ts.asv?syrrho1=RGC&rs0=new 1/10/2011 , .F,* *TRADE FINANCIAL - Quotes & Research This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a prospectus and any prospectus supplements thereto. Forward- looking Statements This press release includes "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. All statements included herein, other than statements of historical fact, may constitute forward- looking statements, including statements concerning the proposed offering of the Notes and the anticipated use of the net proceeds from such offering. Although Regal believes that the expectations reflected in such forward - looking statements are reasonable, it can give no assurance that such expectations will prove to be correct Important factors that could cause actual results to differ materially from Regal's expectations are disclosed in the risk factors contained in Regal's 2009 Annual Report on Form '.. 10 -K filed with the Securities and Exchange Commission on March 1, 2010. All forward - looking statements are expressly qualified in their entirety by such factors. About Regal Entertainment Group Regal Entertainment Group (NYSE: RGC) is the largest motion picture exhibitor in the world. Regal's theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,698 screens in 539 theatres in 37 states and the District of '.. Columbia. Regal operates theatres in 43 of the top 50 U.S. designated market '.. areas. We believe that the size, reach and quality of Regal's theatre circuit not only provide its patrons with a convenient and enjoyable movie -going experience, but is also an exceptional platform to realize economies of scale in theatre operations. SOURCE: Regal Entertainment Group View data Financial Contact Don De Laria Regal Entertainment Group Vice President- - Investor Relations 865- 925 -9685 don.delaria@REGmovies.com or Media Contacts: Dick Westeriing Regal Entertainment Group Senior Vice President - Marketing 865 - 925 -9539 Quotes and other information supplied by independent providers identified on the E'TRADE vendor disclosures page PLEASE READ THE IMPORTANT DISCLOSURES BELOW Securities products and services are offered by ETRADE securities LLC, Member FINEWSIPC. System response and account access times may vary due to a variety of factors, including trading volumes, market conditions, system performance, and other factors. Statement of Financial Condition I About Brokerage Insurance I Customer /User Agreement I Privacy Statement I Business Continuity Plan Online Security I Contact Us I About Us Q 2011 E -TRADE Financial Corporation All rights reserved. Version 1.0. ATLp Page 2 of 2 II I' II � 1 -110 i.7ii �O. II �� II li II _- IIa / I IM, 1 _r II li II I) I i I � u � R � � EWA,, W % a , / - �,_ II ko - II 'u mor II Ap I /al. ,- ' s . II i II ' II II II !I V 171 CITY OF SAN BERNARDINO 300 N. D" Street San Bernardino, CA 92418 Website: www.sbcity.org Mayor Patrick J. Moms Council Members. Virginia Marquez Jason Degardins Tobin Brinker Fred Shorett Chas Kelley Rikke Van Johnson Wendy McCammack AGENDA JOINT REGULAR MEETING MAYOR AND COMMON COUNCIL AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MONDAY, JANUARY 10, 2011 - 1:30 P.M. COUNCIL CHAMBERS The City of San Bernardino recognizes its obligation to provide equal access to those individuals with disabilities. Please contact the City Clerk's Office (384 4002) two working days prior to the meeting for any requests for reasonable accommodation to include interpreters. (Community Development Commission Items are on pages 7- Any writings or documents provided to a majority of the City Council /Commission regarding any item on the agenda will be made available for public inspection at the City Clerk's Counter at City Hall located at 300 N. D" Street, 2nQ Floor, during normal business hours. In addition, such writings and documents will be posted on the City's website at w_ ww.sbcity.org subject to staff's ability to post the documents before the meetings. CALL TO ORDER: PRESENT: ABSENT: 1 01/10/2010 14. Continued. MOTION: That the matter be cont' ued to March 21, 2011. Public Works Continued from December 6 2010 15. Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the City Manager to execute an agreement for Professional Transportation Modeling Services with Srinivasa S. Bhat. (See New Backup Attached) (Cost to the City - $50,000 to be reimbursed by Agencies and Developers) (Backup distributed on October 18, 2010, Item No. 25; item continued to November 1, 2010, Item No. 30; item continued to November 15, 2010, Item No. 27; item continued to December 6, 2010, Item No. 20.) (Resolution not available at time of printing.) All Wards MOTION: That said resolution be adopted. END OF CONTINUED ITEMS STAFF REPORTS City Manager 16. City of San Bernardino Strategic Communications Plan (See Attached) MOTION: That the City of San Bernardino Strategic Communications Plan be approved; and that the City Manager be directed to implement the plan. 17. Item deleted. 18. Item deleted. 19. Item deleted. R., END OF STAFF REPORTS COMMUNITY DEVELOPMENT COMMISSION_ R20 Joint Public Hearing - Pine Mountain Development, LLC - Lease Agreement for a Temporary Bus Transfer Facility (Carousel Mall) (Staff Report not available at time of printing.) Ward 1 (Item Continued on Next Page) 7 01/10/2010 R20. Continued. (Mayor and Common Council) A. Resolution of the Mayor and Common Council of the City of San Bernardino approving the sub -lease of portions of the JC Penney Tire, Battery and Automotive Center ( "TBA ") acquired with Tax Increment Funds and thereafter authorizing the Police Chief /City Manager to execute a Sub -Lease Agreement by and between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino Police Department for use of a portion of the TBA for a Police Substation (Central City Redevelopment Project Area). (Resolution not available at time of printing.) B. Resolution of the Mayor and Common Council of the City of San Bernardino approving and consenting to the Lease of the former JC Penney Tire, Battery and Automotive Center ( "TBA ") and the funding of its conversion to a temporary bus transfer facility located on 4h Street between "F" and "G" Streets and making certain findings and determinations pursuant to Health and Safety Code Section 33445.1 as to the benefit to the Southeast Industrial Project Area (Central City North Redevelopment Project Area). (Resolution not available at time of printing.) (Community Development Commission) C. Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino ( "Agency ") to enter into a Master Lease Agreement by and between the Agency and Pine Mountain Development, LLC, for the former JC Penney Tire, Battery and Automotive Center ( "TBA ") for its conversion into a temporary bus transfer facility located on 4' Street between "F" and "G" Streets (Central City North Redevelopment Project Area) and for sub - leases of the converted facility with the City of San Bernardino Police Department and Omnitrans. (Resolution not available at time of printing.) MOTION: That the matter be continued to January 24, 2011. 8 0111012010 R23. Continued. MOTION: That said resolution be adopted. 4 Regal Entertainment Cinema Project - Update and presentation by Interim Executive Director (See Attached) Ward 1 MOTION: That the Community Development Cc the materials provided by the Interim the Entertainment Cinema Project. END OF COMMUNITY DEVELOPMENT COMMISSION City Attorney 25. Presentation on the Brown Act by Senior Assistant City Attorney Diane Roth (See Attached) MOTION: That said presentation be received and filed. 26. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA: A three- minute limitation shall apply to each member of the public who wishes to address the Mayor and Common Council /Community Development Commission on a matter not on the agenda. No member of the public shall be permitted to "share" his /her three minutes with any other member of the public. (Usually any items heard under this heading are referred to staff for further study, research, completion and /or future Council /Commission action.) 27. Adjournment. MOTION: That the meeting be adjourned to Tuesday, January 18, 2011 at 5:30 p.m. in the Economic Development Agency Boardroom for an Administrative Civil Penalties and Administrative Citations Workshop. NOTE: The next joint regular meeting of the Mayor and Common Council /Community Development Commission is scheduled for 1:30 p.m., Monday, January 24, 2011, in the Council Chambers of City Hall, 300 North "D" Street, San Bernardino, California. 10 01/10/2010 NOTICE: Any member of the public may address this meeting of the Mayor and Common Council /Community Development Commission on any item appearing on the agenda by approaching the microphone in the Council Chambers when the item about which the member desires to speak is called and by asking to be recognized. Any member of the public desiring to speak to the Mayor and Common Council /Community Development Commission concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and Common Council /Community Development Commission, may address the body at the end of the meeting, during the period reserved for public comments. Said tota perm or pu is comments shall not exceed forty-five (45) minutes, unless such time limit is extended by the Mayor and Common Council /Community Development Commission. A three minute limitation shall apply to each member of the public, unless such time limit is exten e y the Mayor and Common Council /Community Development Commission. No member of the publics all be permitted to "share" is /her three minutes with any other member of the public. The Mayor and Common Council /Community Development Commission may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and Common Council /Community Development Commission. However, no other action shall be taken nor discussion held by the Mayor and Common Council /Community Development Commission on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code. Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed. 11 01/10/2010 CITY OF SAN BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A. Marcullo SUBJECT: Regal Entertainment Cinema Project — Update Interim Executive Director and presentation by Interim Executive Director DATE: January 3, 2011 Synopsis of Previous Commission /Council/Committee Action(s): None other than closed session discussions on September 7, 2010 and November 15, 2010. Recommended Motion(s): MOTION: That the Community Development Commission of the City of San Bernardino receive and file the materials provided by the Interim Executive Director of the Redevelopment Agency relabve to the update on the Regal Entertainment Cmema Proj t. Contact Person(s): Emil Marzullo LL0t-'6 7 le 4Z. ems. ev(, ,�.L jvl Phone: (909) 663 -1044 Project Area(s): Central City North Project Area Ward(s): I Supporting Data Attached: Z Staff Report C Resolution(s) ❑ Agreement(s) /Contract(s) ❑ Map(s) ❑ Letter(s) FUNDING REQUIREMENTS: Amount: $ -0- Source: N/A Budget Authority: N/A Za Signature: Fiscal Review: ,- t. 1 Emil A. Marzullo, erim Executt a Director Lori Panzino-Tillery, Interim AdAinistrafivJ e Services Director Commission/Council Notes: -- NAgerAuToo DwCom izzioMCDCiouM_ioaixcggEnatai cao.or.Prgjw.Upd�sa� COMMISSION MEETING AGENDA Meeting Date: 01110/2011 Agenda Item Number: Q 2— I ECONOMIC DEVELOPMENT AGENCY STAFF REPORT REGAL ENTERAINMENT CINEMA PROJECT — UPDATE AND PRESENTATION BY INTERIM EXECUTIVE DIRECTOR DISCUSSION: Oral presentation by the Interim Executive Director of the Redevelopment Agency to update the Commission regarding the status of lease negotiations with Regal Entertainment on the cinema project. Materials will be provided at the meeting. RECOMMENDATION: That the Community Development Commission approve the recommended motion. 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THE CURRENT PLAN IS FLAWED — The current development plan is flawed for several reasons which include: a. The current plan converts former theater space into retail space. The theater space was never designed to accommodate retail uses. This conversion will result in inflexible and undesirable retail units that will not attract prospective tenants. A better plan is to construct new buildings around the east and west side of the theater that is properly designed for retail purposes when demand for retail locations increase. Until retail users are found, more unwanted vacant retail space in the downtown area will be created under the current plan. At the same time, the opportunity to have the largest number of screens and the most viability for the theatre complex will be compromised with a reduction from 20 screens to 14 screens. b. The current plan requires the City to "play developer," risking taxpayer funds to speculate on retail space in a market that is 50% vacant. This is an unnecessary risk that the City is only taking because the City's proposed tenant, Regal Cinemas, will not occupy all 20 screens of the theater. It makes more sense to renovate and operate all 20 screens of the theater, attract crowds back to downtown, and then let the private sector bear the risk of retail development in the proper locations around the theater plaza. C. The City has not considered the substantial cost involved in separating 6 out of 20 screens from the theater and converting them to another use. This conversion will cost in excess of $2,000,000 and amounts to nothing more than speculation on the feasibility of a use in a space that was not designed for that use. The City is not and should not be in the business of speculating on retail development with taxpayer money. 2. THE TOTAL PROJECT COSTS ARE MUCH GREATER THAN THE CITY HAS DISCLOSED OR, WORSE, EVEN RECOGNIZES — The City has publicly announced that it will spend $4,000,000 on a building improvement for Regal. In the letter of interest with Regal, the City's commitment for tenant improvements is actually $4,700,000. However, the Regal deal also requires the City to: (a) pay off the existing HUD loan in the amount of approximately $4,000,000 so the City can avoid paying prevailing wages on its own job; (b) make all ADA and exterior improvements (estimated at $750,000); (c) separate six screens and convert them to speculative retail use (estimated at $2,500,000); and (d) pay architectural, municipal and utility fees (estimated at $500,000). These sums amount to approximately $12,500,000. Where will the City get these funds? Why would the City risk $12,500,000 of taxpayer money when private investors are willing to pay the City $5,000,000 (non - contingent, all cash), invest another $4,000,000- $5,000,000 in upgrades and shoulder the financial risk? Will the City's relationship with the Unions sour after attempting to avoid prevailing wages by paying off the HUD loan? 3. THE CITY'S DEAL WITH REGAL WILL LOSE MILLIONS OF TAXPAYER DOLLARS -The City's proposed lease with Regal Cinemas places extreme financial burdens on the City with no guarantees beyond 5 years of rent at $850,000 per year. Even at that, the City will receive substantially less in annual income because the City plans to give lease concessions to Regal that Regal does not receive from private landlords. For example, the City is being required to repair and replace the roof and the heating and cooling systems on the building for the life of the lease, requiring an annual capital reserve of at least $50,000 per year. The lease further burdens the City with maintenance costs and common area expenses typically paid by theaters, not landlords, probably amounting to about $100,000 per year. These two concessions will reduce the City's annual rental income to $700,000. If Regal chooses to terminate the lease at the end of Year 5 as allowed, the City will have spent in excess of $12,500,000 and received only $3,500,000 in return. Even if Regal does not terminate the lease and the City sells the building as the City has discussed, the City will never cover its costs. Movie theaters are being offered at 9% capitalization rates in this economic environment, making the Regal lease worth $700,0001.09, or $7,800,000, over $4,500,000 below the City's cost. In the unlikely event that the lease would sell at a best case 7% capitalization rate, the building would be worth $10,000,000, still $2,500,000 below the City's cost. Why would the City turn down a deal from private investors guaranteed to generate $5,000,000 in revenue and $4,000,000 - $5,000,000 in upgrades in favor of a deal that is guaranteed to lose millions of taxpayer dollars? 4. THE CITY'S STRATEGY WILL NOT FOSTER PRIVATE INVESTMENT IN DOWNTOWN — The City should pursue redevelopment policies that encourage private investment in San Bernardino. In this case, the City has snubbed its nose at $10,000,000 in private investment in favor of $12,500,000 in public investment with all the risks previously discussed. Private investors with the financial wherewithal and operational experience to operate a first class cinema are willing to shoulder these burdens, yet the City insists on risking over $12,500,000 in taxpayer money just to have the Regal name on the marquee. Granted, Regal is the largest company in the theater industry and a very capable operator, but their name does not justify the costs and risks the City is planning to undertake and the non - customary lease concessions the City is planning to give up. The structure of the City's proposed transaction only sends the message that the City is willing to subsidize large, profitable corporations that are unwilling to make the investment themselves. Why should the City risk millions in taxpayer money to subsidize a corporation worth several billion dollars? 5. HISTORY HAS SHOWN THAT THE CITY'S INVOLVEMENT AS A DEVELOPER IN A PROJECT IS DOOMED TO RESULT IN A SUBSTANTIAL FINANCIAL LOSSES — this project could join a long list of City - initiated and sponsored failures that resulted in unnecessary financial risks and losses for which no return was guaranteed. Just a few examples of failed projects that have cost the City tens of millions of dollars include: (1) The Harris Company Building Renovation — the City - financed beautiful 7 exterior improvements which only serves to mask an empty interior; (2) Maruko/Radisson Hotel /Convention Center Renovations — Despite the funds spent on renovations, the center continues to be empty and deteriorating; (3) Carousel Mall — the mall remains practically empty yet the City continues to provide financial support; (4) Demolition of the Historical California Hotel — A beautiful building now % reduced to a parking lot; (5) The Crest Theater — now a field; (6) Properties Tom Down Along 5`h Street, and F, G and H Streets — demolished at City expense but with no foreseeable users except for a freeway located fast food business which will be relocated (also at government expense) because of the 1 -215 widening project; (7) The Baseball Stadium - This is a debt financed property that continues to drain the City's general fund; (8) The Woolworth Building - owned by the City; (9) Arrowhead Credit Union - the City made it impossible for Arrowhead Credit Union to develop on the Mill Street site, and now, since the credit union has been taken over by the government, the land remains barren and will likely continue to be barren for a long time; and (10) New Schools — land that was purchased for three new multimillion dollar downtown schools sits vacant awaiting yet more public funding. The list is endless, but this is illustrative of known pitfalls when the City attempts to be a developer for profit. The clear message is that the City must consider the substantial risks involved in this downtown development plan and should consider alternative options that will shift these risks to private investors and also guarantee the City a substantial financial gain. The City assumes no risk by allowing private investors to invest millions of their hard - earned money into downtown. Private investors will be committed to making a theater redevelopment plan work since it is --Mu2prsonal snds at stake and not taxpayer money. Private Investors will have every incentive to commit to the success of the theater and the downtown area since they would not have the cushion of government bailout at the end of the day. Responsible elected official must consider all the facts before supporting the City's proposed transaction. The City is proposing to make extreme concessions and take on unreasonable financial risk simply to appease the will of a multimillion dollar corporation that refuses to make any substantial commitments to the long term success of downtown. The City will be spending over $12,500,000 for a meager 5 year lease from Regal with terns and rental rates that are very favorable to Regal. On the other hand, private investors are ready to pay $5,000,0000 to theCity and will commit another $4,000,000 to $5,000,000 to redevelop a theater, Private investors will assume all the financial ris involved with the project and will have even more incentive to make the theater a success than Regal since they will have much more invested in the transaction. In summary, this transaction is based on a flawed design, involves enormous expenditure of public funds (including expenditures specifically designed to avoid paying prevailing wages to the construction workers in the area), entails unnecessary risks with taxpayer funds, is guaranteed to lose money, and sends the wrong message to private sector investors. The City Council should reject the proposed transaction and pursue qualified private investors willing to invest private funds at no risk to the taxpayers. Respectfully Submitted, /'�.�� -rte • FAG Ronald R. Rezek, President & CEO Rezek Logistics o�eZt� Cn %LN+ lo An t We fully and wholeheartedly agree with the sentiments set forth in the letter of Ron Rezek to the citizens of San Bernardino dated December 15, 2010. Name (Sign & Print) Company or Agency sLf1( //0 December 17, 2010 Dear Community Resident and Leader, A petition is circulating throughout the community that contains an error - filled memorandum regarding the reopening of the downtown movie theater. On January 10, 2011 the mayor and common council will conduct a public hearing to consider a 34 year lease agreement with the Regal Entertainment Group (operator of Edwards Cinemas, United Artists, and Regal Cinemas). It is apparent from the information contained in these memoranda, that legally confidential information is being disseminated to advance certain private and political agendas. More troubling, is the fact that this information is so factually inaccurate that its purpose is clearly to misinform the public about the proposed reopening of the movie theaters. 1 am writing this letter to provide you the facts, in the hope our City does not once -again "shoot itself in the foot" because of self- interests, as we have done so often in the past. It is time for San Bernardino to make decisions guided by professionals and experts, not politics and self- interest. Our residents deserve this and our businesses need this. Historically, public investment in downtown San Bernardino intended to create economic growth has often failed to produce results because the plans and decisions did not give sufficient consideration to ensure that the public investment was a true catalyst for private investment. Past public investments have_been made 7 with insufficient plans to ensure it encouraged private investment. The original movie theater and the baseball stadium built during the mid- 1990's are good examples. Neither public investment was tied to plans for additional private investment. As a result, both have sat for 15 years in isolation doing very little to spur private investment and economic growth. Thus, if our City is to reopen the downtown movie theater, the only measure of success should be whether the reopening of the movie theater spurs additional private investment and business in downtown restaurants, shops, and entertainment. Merely reopening the movie theater and hoping it stays open would not be a success — that would simply repeat the failures of the past. To ensure success, the City retained several expert consultants to evaluate options for reopening the movie theaters. These consultants have proven track - records in the disciplines of theater development and operations, retail development and modern urban planning and design principles. These consultants have assisted other cities in our state and nation in making decisions that ensure targeted public investments are a catalyst for private investment. 201 North E Street, Suite 301 • San Semardino, Ca/ifomia 92401-1907 • (909) 663 -1044 • Fax (909) 888 -9413 Email. info @sbrda.org - vvmv.sbrde.org Page 2 I attach and share with you, comments received from the Fransen Company, one of our retained retail and entertainment experts for this project. John Fransen, principal of the firm has successfully aided communities across the nation in these types of projects. The City solicited proposals from cinema operators to reopen the movie theater and asked these experts to evaluate not only viability of the proposals to successfully reopen the theaters, but also to evaluate which proposals had the best chance to succeed on the only measure of success that counts— the ability to immediately attract additional private investment and business to the city. The consultants' concluded that of the 8 proposals received, Regal Cinemas not only created the greatest return on investment of the public dollars, but also had the greatest chance of attracting additional private investment and business in and around the movie theater complex. In fact, once it became known the City was negotiating with Regal Cinemas, development groups and businesses began contacting the City regarding the opportunities adjacent to the Regal- operated movie theater. Why? Very simply, Regal Cinemas is a known commodity that other investors trust and are willing to assume that if Regal believes there is a good market in downtown San Bernardino, then they are willing to make their own investment. It is very similar to an "anchor tenant" in a shopping center. The type of anchor tenant largely dictates what secondary tenants sign leases. If you attract a strong anchor, you attract strong secondary tenants. Does that mean only Regal Cinema could be successful in reopening the downtown movie theater? No. Other theater operators could certainly operate the cinema. The fact that the City received eight proposals is evidence of the market for a theater complex in downtown. Merely reopening the movie theaters is absolutely the wrong measure of success. Success will only be achieved by movie theaters that attract additional private investment and business into downtown. It is unfortunate the error - filled memorandum being circulated by certain local self- interests ignores these basic principles of commercial real estate and economic development. The memorandum advocates the City immediately sell the theater property to a northern California real estate speculator, so this company can profit from leasing the theater to an operator like Regal Cinema or worse, a small unknown theater franchise. Does anyone remember the name Cinemastar? The problem in selling the property without a well capitalized operator, is that the City has no ability to ensure the theater actually reopens; the City has no ability to ensure the theater is operated by a company that will attract other private investment and businesses to downtown; in fact, once the City sells the property, it has no ability to ensure it's even reused for movie theater at all. If we are committed to having a movie theater in downtown San Bernardino (which the market indicates strong support for), then let's make sure this time around our efforts result in spurring other economic development around the theater. Experts with a proven track record of success have advised the City that Regal Cinemas provides the best opportunity of ensuring a successful outcome. I am hopeful that City will follow the professional advice and recommendations it has received to best ensure that our limited public investment spurs economic development — a formula for success seen in Page 3 other cities like Ontario, Riverside, and Rancho Cucamonga, but rarely in San Bernardino. To do otherwise would be to once again follow the mistakes of the past and let self- interest prevail over the collective and long -term economic health of this City. Sincerely; Emil Marzullo Executive Director CC: Mayor and Common Council THE FRANSEN COMPANY, INC. To: Emil Marzullo From: John Fransen Re: Response to Rezek Letter Date: December 17, 2010 As requested, following is my response to the letter addressed to San Bernardino community leaders and elected officials, The subject letter from Rezek company is signed by Ronald R. Rezek, President and CEO of the, logistics, services, equipment and engineering firm. After an intensive review of proposals, qualifications, and tours of facilities, your Common Council directed EDA staff to pursue a lease transaction with the largest cinema operator worldwide, Regal Entertainment Group (operator of Edwards Cinemas., United Artists, and Regal Cinemas). Following negotiation o a etter of Understanding with Regal Entertainment Group, a lease between Regal and the EDA is currently being drafted. Setting aside the political overtones and motivations that seem to frame the Rezek letter, here is a brief review of t e assertions in the letter and clarifications and corrections. Risk The underlying premise of the letter seems to be that the project risk to the City San Bernardino (2 Oa) is greater by completing the Regal lease than would be a quick sale of the empty cinema facility at a discount to a real estate developer in a first -time partnership with a regional cinema comp— any wit i no operations in the San Bernardino market. I believe that your Council vote to select Regal and to pursue a lease was directed at attracting a top tier cinema operator that will open, operate and sustain a firsts cinema downtown. In q5'- � my opinion the Regal lease proposal will also produce the best economic returns for the City w� I -nr v ding the strongest cata vst to attract new ousinesses downtown as compared to the other proposals that EDA received. Regal operates 6,761 screens in 38 states and Washington D.C. in the U.S. The competing pro osals were b rn boutique- size cinema companies that do not operate cinemas in the San ernardino area. Under its Edwards Cinemas Regal operates 66 screens in the immediate 7 vicinity. It has the mar cetrng power, the market share, and the economic strength to support the �� p new cinema downtown. The risk associated with a smaller cinema operator trying to enter this competitive market is a major consideration in the selection process. Best of Kind Once completed, the lease with Regal and its occupancy fills an empty cinema building with a "best -of- kind" operator. The building can then be sold with a credit tenant in place versus selling an empty building at a rscount to a ow rdder. D✓�jo � Y�� IeP4 �. "'Wl ��f1�• Q u,- 4100 Campus Drive, Suite 200 Newport Beach, CA 92660 (949) 251 -1784 Page Response to Rezek Letter _ an C—rti+r e December 17, 2010 Of note, once e word of the Regal selection was made public, the EDA was contacted by a major inv ment coin an that was interested in urchasin the building with the Regal lease in place. It is expected that once the EdwardslRegat facility is open and operating this lease fac�iTity will be a sought -after investm�. It can then be sold from a position of strength by the City/EDA with the RegaVEdwards long term lease in place. San Bernardino creates a win/win situation —the best operator and the best economics. Financial Strength Driving Value and Mitigating Risk Among the candidates considered to operate the downtown San Bernardino cinema, R, egal's financial position far exceeds the others in scope. As an industry leader, a Regal lease will drive a higher value upon sale compared to the other exhibitors were evaluated. � Number of Screens tftp ��- With regard to 14 screens compared to 20 screens, RegaUEdwards have etermined that it can best serve the market by operating 14 screens, including one large- format screen (IMAX or other brand). This is a typical number of screens that is being developed by the industry leaders today. Simply operating 20 screens because that was the number of screens that was originally constructed on the site a decade ago does not comport with the approach to the business by an industry leader. Re aUEdwards is plartnin to operate the precise number of screens that is appropriate to serve the local an ernardino area prro rtably. 09,,oC�� Converting 6 Screens to Restaurants or Other Uses The six small screens located on the south end of the building will be returned to thy. 'This is a great benefit to the project and serves an important—fooTsevrce nee or downtown and becomes another source of project income. Some of this space will be converted into restaurants adjoining the new cinema. The EDA recently received a letter of interest from a Los Angeles- region developer that is interested in converting this spa a into retail/restaurants. This firm's principals have been involved in some of the highest pr file LA retail projects. City Role Re: the City is "playing developer ": the cinema building is already in place. It is not going to be eve ope but ra er, an extensive internal remodel will bring it up to current state -of- the -art cinema standards. Regal, a firm with vast experience in cinema development across the U.S. will lead the interior remodel and the demisine of the new restaurant space (conversion of the 6 screens). It is envis tens ant interior work ill conduct the leasing and / Rent, Tenant Allowance, Common Area Maintenance�� Without going into detail regarding the proiect's specific rent tenant allowance, common area maintenance costs and other, due to confidentially requirements, I would point out the Z following: The building is a stand -alone facility with no common area. The building rent was set at a level with a credit -tenant sufficient to support the project's public investment. 4100 Campus Drive, Suite 200 Newport Beach, CA 92660 (949) 251 -1784 Page ) A4"(.� A #'WW- a—� Response to Rezek Letter December 17, 2010 The plan is to sell the building afte the RegaUEdwards cinema is up and operating at an amount t to wiihexceed the investment. Our projections indicate Mat this roac wi exceed the proceeds from the sale o t e em y building in its current condition. Center Piece to Downtown Renaissance The grand opening of the new Regal/Edwards cinema at Theater Square ad'oimoric California Theatre will serve as a keystone in the renaissance of downtown San Bernardino. n e retail ni i stry 's Regal commitment to downtown San Bernardino is significant and it becomes a validatio4 for other retailers and restaurants to consider nearby locations to take advantage of the one million or more annual visitors to Theater Square in downtown San Bernardino. 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E o E c o c a) p p a) cn U c ca m 0 U � a) m _C t .c O fa L L U "= Q -P > c "c O O U (a U U "0 c U H Q 3 0 N i i CL F ` 'jt,1�'�,••� 1b fR (t`.'��" �A �1; �� If � �trsrt,�+�.': • - -- F Sire t . C rn � 0 o co 0 cr a� L m Q� .0 BRENDEN ATLAS /CINEMA WEST REGAL ENTERTAINMENT GROUP UNITED ENTERTAINMENT CORP (UEC) CAVERY® READY INDEX® 600083 LEE CRANER, SVP August 13, 2010 Don Gee Deputy Executive Director City of San Bernardino Economic Development Agency 201 North E Street, Suite 301 San Bernardino, CA 92401 Dear Mr. Gee: ►:�r !-�n T H E A T R E S 4321 WEST FLAMINGO ROAD LAS VEGAS, NEVADA 89103 702 -507 -1522 FAx:702 -507 -1530 We have recently learned of the City's plans for Theatre Square and the reopening of the Empire 20 Theatres. Though we have not yet visited the site, from our preliminary research we have a definite interest in leasing the former CinemaStar facility. We would operate it as a first run Brenden Theatre, with the same presentation, ambiance and service that our customers have come to expect of a Brenden theatre. The lease structure that we have in mind would guarantee the City a minimum rent and would provide for percentage rent, allowing the City to share in the success of the project. Since the theatre is located in the center of the City's cultural and civic activities, the facility is a natural venue for City and convention meetings and live performarices. We would welcome the opportunity to explore dedicating part of the theatre for such uses. Brenden Theatre Corporation owns and operates six first run motion picture theatres, four in California and two in Nevada. Though we have successfully operated theatres since 1990, we are very selective in where we choose to operate, as our owner, John Brenden, takes personal interest in the quality of his customers' moving going experience. Three of our theatres have been part of downtown redevelopment efforts, our Modesto 18, Vacaville 16 and Concord 14 theatres. This experience of working with cities in bringing theatres back to the downtown core makes us unique among current California theatre owners. I invite the Agency to call the redevelopment agencies in each of these cities to determine how Brenden Theatres has helped accomplish those cities' downtown revitalization goals. We believe that San Bernardino is currently underserved by motion picture theatres and that the former CinemaStar site remains the ideal location for a first class first run multiplex theatre. Brenden Theatre Corporation is very interested in becoming part of the revitalization of the San Bernardino downtown core. We ask the City and the Agency to give us an opportunity to examine the theatre, meet with you to discover the City's needs and objectives concerning the theatre and then present to the City a lease proposal that will meet those needs and objectives. b�daaoaoaaenp Brenden T H E A T R E S Corporate Profile Brenden Theatre Corp. Brenden Theatres 4321 West Flamingo Road Las Vegas, NV 89103 Ph: (702) 507 -1528 Fax: (702) 507 -1530 brendentheatres.com Brenden Theatre Corp. has redefined the movie exhibition business by creating unforgettable entertainment experiences for over 3 million guests annually. Since its modest start in 1990, Brenden Theatre Corp. has grown to include 86 screens of movie magic from the East Bay of N. California to S. Nevada. its theatres include four California locations: Brenden Theatres Pittsburg 16, Brenden Theatres Concord 14, Brenden Theatres Vacaville 16 and Brenden Theatres Modesto 18, as well as two Nevada locations: Brenden Theatres & IMAX® at the Palms Casino Resort in Las Vegas and Brenden Theatres at the Avi Casino Resort in Laughlin. By offering unmatched levels of customer service, theatre presentation and amenities, President and CEO Johnny Brenden has transformed his theatres into destinations that rival some of the region's most sought -after entertainment attractions. As the site of world film premieres and award - winning promotional campaigns that have drawn the likes of Muhammad Ali, Nicolas Cage, Mark Hamill, Jennifer Garner, Sylvester Stallone, Holly Hunter, Sean Penn, Jack Nicholson, Michael Jackson and many other of today's hottest celebrities, Brenden attracts moviegoers excited to experience the indescribable vibe of Hollywood glamour that's alive at each theatre location. Central to the company's success is the guiding principle to regard patrons as important stakeholders — individuals deserving of memorable motion picture experiences at fair prices. "Brenden Theatres, where the customer is the star," is much more than a catchy motto; it exemplifies the corporate commitment to understand and appeal to the unique demographic segments surrounding each of the six locations. It's a responsibility that executives and managers take seriously. Whether they're analyzing promotions designed to pack a punch in the highly competitive Concord, Calif. market or considering in -room displays to lure Palms Casino Resort guests to Brenden Theatres & IMAXO at the Palms, team members do so with the confidence that Brenden has instilled in them. Exceptional customer experiences begin with committed employees. Staff members are encouraged to take ownership of the four commitment areas for theatre operations: commitment to facilities, commitment to guests, commitment to employees and commitment to community. By giving employees the tools to succeed and motivating them through monetary consideration, praise and meaningful bonuses, Brenden Theatres Corp. successfully creates an atmosphere of fun and fantasy — critical to the mission of providing a memorable movie entertainment experience for patrons. The award - winning Brenden Theatres has received numerous recognitions including two prestigious "Best Overall Promotion" Showmanship Awards presented by the National Association of Theatre Owners. Corporate growth plans call for additional locations; however, Brenden is steadfast in his commitment to remain an intimate chain that provides a personal level of customer service and operates with old - fashioned values. Contact: Joseph A. Girouard, executive director marketing & promotions, Brenden Theatres, (702) 507 -1528 orjgirouard@brendeticorp.com. Ll Ll 0 TICKETS & SHOWTIMES GIFT CERTIFICATES � GROUP RATES ON SCREEN ADS IMAX SEE IT IN 3D MOVIE CLUB Mann's Chinese Theatre, Corporate Profile Brenden Theatre Corp. Click here to download a pdf of this document Brenden Theatre Corp. has redefined the movie exhibition business by creating unforgettable entertainment experiences for over 3 million guests annually Since its modest start in 1990, Brenden Theatre Corp. has grown to include 86 screens of movie magic from -ihS East Bay of N. California to S Nevada. Its theatres Include four Cellfomia locations. Brenden Theatres Pittsburg 16, Brenden Theatres Concord 14, Brenden Theatres Vacaville 16 and Brenden Theatres Modesto 18, as well as two Nevada locations Brenden Theatres & IMAXO at the Palms Casino Resort in Las Vegas and Brenden Theatres at the Avi Casino Resort in Laughlin. By offering unmatched levels of customer service, theatre presentation and amenities. President and CEO Johnny Brenden has transformed his theatres into destinations that rival some of the region's most sought -after entertainment attractions As the site of vrorld film premieres and award-winning promotional campaigns that have drawn the likes of f,91jhafnrn9d Ali, Nicolas Cage, Mark Hamill, Jennifer Garner, Sylvester Stallcne Holly Hunter, Sean Penn, Jack Nicholson, Michael Jackson and many other of today's hottest celebrities. Brenden attracts moviegoers excited to experience the indescribable vibe of Hollywood glamour that's alive at each theatre location Central to the company's success is the guiding principle to regard patrons as important stakeholders— individuals deserving of memorable motion picture experiences at fair prices Brenden Theatres, where the customer is the star," is much more than a catchy mo'to it exemplifies the corporate commitment to understand and appeal to the unique demographic segments surrounding each of the six locations. It's a responsibility that executives and managers take seriously Whether they're analyzing promotions designod to pack a punch in the highly competitive Concord, Calif market or considers ig in•roorn displays to lure Palms Casino Resort guests to Brenden Theatres & IiVIAXC) a! the Palms, team members do so with the confidence that Brenden has instilled in them Exceptional customer experiences begin with committed employees Staff members are enco:iraged to lake ownership of the four commitment areas for theatre operations commitment to facilities, commitment to guests, commitment to employees and conmitment to community. By giving employees the tools to succeed and motivating them through monetary consideration, praise and meaningful bonuses, Brenden Theatres Corp, successfully creates an atmosphere of fun and fantasy — critical to the mission of providing a memorable movie entertainment experience for patrons. The award - winning Brenden Theatres has received numerous recognitions including two prestigious 'Best Overall Promotion" Showmanship Awards presented by the National Association of Theatre Owners. Corporate grovrth plans call for additional locations, however, Brenden is steadfast in his commitment to remain an intimate chain that provides a personal level of customer senlice and operates with old- fashioned values. Return to Getting to Know Johnny Brenden Google Image Result for http:// www. brendentheatres. com /tlieatrephotos /img /Modesto.jpg Page 1 of 1 QGO" Nk• brenden modesto 18 Search images I Back to image results See full size image 288 x 432 - 14k - jpg - wwvr.brendentheatreS .corn / ... /img /Modesto.jpg Image may be subject to copyright. Below is the image at: www .brendentheatres.com /feedback4 /index.php Remove frame • TICKETS & SHOWTIMES ! GIFT CERTIFICATES GROUP RATES ON SCREEN ADS IMAX SEE IT IN 'r BRENDEN CELEBJUTY MOVIE CLUB Mann's Chinese Theatre, COMMLN`l8 AND FEEDBACK Please select the theatre your comment is regarding Broaden 14 at the Palms I as Vegas, NV Bionden 14 Concord, CA I Brenden 16 Brenden 8 Laughlin, N` Brenden If t�iUdeSlO, l.�, Brenden 1t Vacaville, C . http: / /www.google. com /imgi•es ?imgurl= http:// www. brendentheatres .com /theatrephotos /im... 8/11/2010 BrendenTheatres.com Pagel of 2 � � - .I � : - ry TICKETS & SHOWTIMES GIFT CERTIFICATES GROUP RATES ON SCREEN ADS IMAX SEE IT IN 3D Mann's Chinese Theatre, General Information Rrenden 'I heatres opened a Stale of the Art cinerna complex in Vacaville. C located at 531 Davis Street. I or a map and directions, click lit re. Admissions Adult X10 1,5 Children (Ayes 3 -12) $7.50 Seniors (Ades'- 60 or over) 57.50 Matinee:: (All Shows before 6pm) $7.50 College Students (with proper I.D.) $9.00 Military (with proper I.D.) $9.00 http:// www .bretidentheatres.com /vacaville /index.php 8/11/2010 BrendenTheatres.eom "in Loving Memory Of my Grandfather /Father Theodore (Ted) Mann (1916 -2001) Mann Theatres 450 Theatres Nationwide With love, Johnny Brenden" Page 2 of 2 Dolby Digital 3D Add $2.50 to regular ticket price. Recording Number: (707) 469 -0180 Customer Service Number: (707) 469 -0190 ;.!, Vt:;t_ to E -mail the Brenden Vacaville 16 Click here for show times Some of The Features: v 16 Screens of Movie Magic a Now featuring Dolby Digital 3D • Lucasfilrn THY sound in every Auditorium • Wall to Wall Curved Screens • Abundant free I ightPd Parking • Luxury High -Back Seats, with Lift -up Armrest and Cup holders • All Theatres Stadium Seating for Best Sight L. ines • The Letest in Sound • Giant Lobby Video Viewing Wall * 3 Express Serve concession Stands cunvenientiy situated throughor c ADA Accessible Parkino, Restrooms and Infrared Headsets for the 1- impaired Located near a new state -of- the -art ice skating facility making the tht one place entertainment destination in Vacaville. For employment information for Brenden Theatres Vacaville 16 M @ Ccppigh.t 1,991 -2010 % +w v hicndcrrrheat!cs.co-n � .rszr http:// www. brendentlieati-es .com /vacaville /index.plip 8/11/2010 Page 1 of l littp : / /www.zvents.comliniages/ internal /6/9/0/5/img_ 205096 _primaiy.jpg ?resaniplc_metho... 8/11/2010 Page 1 of 1 littp:Ha323. yahoofs. com/ localcontent/ c908 /996396883_48Ox360_wide.jpg ?lc D5AH... 8/11/2010 DNBi Risk Management ATTN:John Palyo Report Printed:August 24, 2010 Live Report: BRENDEN THEATRE CORPORATION D- U -N -S® Number: 61- 908 -3652 Endorsement /Billing Reference: jpalyoGnationaldevelopmentco D &B Address r� Address 1985 Willow Paca Rd Ste Location Type Headquarters C ( Coroord,CA - 94520 Web wvnv.brendentheatres.COm Phone 925 677 -0462 I 1 Fax Company Summary Score Bar PAYDEXO 77 Commercial Credit Score Class 3 Financial Stress Class 2 Credit Limit - D &B Conservative 250,000.00 D &B Rating CC4 PAYDEXO Trend Chart 100 — 90 80 C7(914c 74 704 77, , +T� 76' 7' ';` 70 60 50 40 30 20 { Ull — „ 9/09 11/09 1/010 3/010 5/010 7/010 10/09 12/09 2/010 41010 6 /010 t /01( t This Company htdustrytimchmartc D &B Company Overview This Is a headquarters location Granch(es) or Division(s) Y exist Chief Executive JOHN BRENDEN, PRES Year Started 1989 Employees 510 (189 Here) IEndorsement: jpalyo@nalionaldevelopmentco Currency: Shown in USD unless otherwise indicated ' Public Filings The following data includes both open and closed filings found in D &B's database on this company. Record Type Number of Most Recent Records Filing Date Bankruptcies 0 Judgments 0 Liens 0 - Suits 1 05/01/03 UCCs 10 01/04/10 The public record items contained herein may have been paid, terminated, vacated or released prior to todays date. Corporate Linkage This is a Headquarters location BRENDEN THEATRE CORPORATION Concord, CA D- U -N -S® Number 11-071-4008 The HeadQuarter is BRENDEN THEATRE CORPORATION CONCORD, California D- U -N -SO Number 61 -908 -3652 Financing SECURED SIC 7832 Line of business Motion picture theater NAICS 512131 History Status CLEAR Corporate Linkage Headquarters Company BRENDEN THEATRE CORPORATION Predictive Scores City , State D- U -N -SO NUMBER CONCORD, California 61- 908 -3652 Currency: Shown in USD unless otherwise indicated ' Credit Capacity Summary This credit rating was assigned because of D &Bs assessment of the companys creditworthiness. For more information, see the O &B Rating KNy D &B Rating : CC4 Financial Strength: CC indicates 75,000 to 124,999 Composite credit appraisal: 4 is limited The Rating was changed on May 12, 2010 because the company submitted a current financial statement. Below is an overview of the companys rating history since 01.01.1991 Number of Employees 510 (189 here) Total: D &B Rating Date Applied CC4 05 -12 -2010 1R3 04 -21 -2008 As of 12131/08 1R4 04 -23 -2005 worth: 90,621 1R3 05 -01 -1998 1R2 05 -22 -1996 1R3 08 -30 -1995 Payment Activity: (based on 77 02 -15 -1994 experiences) ERS 01 -01 -1991 Average High Credit: 4,092 Highest Credit: 30,000 Total Highest Credit: 224,100 D &B Credit Limit Recommendation Conservative credit Limit 250,000 S 4 3 2 Aggressive credif Limit: 500,000.., H Risk category for this business : LOW iV. Moderate Low This recommended Credit Limit is based on the company profile and on profiles of other companies with similarities in size, industry, and credit usage. 2 Risk is assessed using D &Bs scoring methodology and is one factor used to create the recommended limits. See Help for details. Financial Stress Class Summary The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state /federal law over the next 12 months. Scores were calculated using a statistically valid model derived from DBBs extensive data fifes. The Financial Stress Class of 2 for this company shows that firms with this class had a failure rate of 0.09% (9 per 10,000), which is lower than the average of businesses in D & B's database Financial Stress Class : 5 4 3 1 High Low Moderate risk of severe financial stress, such as a bankruptcy, over the next 12 months. Probability of Failure: • Among Businesses with this Class: 0.09 % (9 per 10,000) • Financial Stress National Percentile : 73 (Highest Risk: 1; Lowest Risk: 100) • Financial Stress Score : &nbsp 1519 (Highest Risk: 1,001; Lowest Risk: 1,875) • Average of Businesses in D &Bs database: 0.48 % (48 per 10,000) The Financial Stress Class of this business is based on the following factors: • Composite credit appraisal is rated limited. • UCC Filings reported. • Low proportion of satisfactory payment experiences to total payment experiences. Financial Stress Percentile Trend: 100— 90— E1�, 61i 81� EIQ, 81� 00 — 70 — a 3 1 4 11 7` 73� 734, 73,16 60.1 so- 40— 30— 20— 10— UN —V -1 1 - 1 1 1. _ 9109 10/09 11/09 12/09 1/10 2110 3/10 4/10 5/10 6110 7110 1/16 c This Company Notes: f The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. • The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. • The Financial Stress National Percentile reflects the relative ranking of a company among all storable companies in D &Bs file. • The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 9 100— f. 90 80 70 60 60 40 30 20 Ull this Business Region Industry Employee Range Years In Business PACIFIC ENTERTAINMENT AND 500+ 11 -25 LEISURE Norms National % This Business 73 Region: PACIFIC 52 Industry: ENTERTAINMENT AND LEISURE 48 Employee range 500+ 61 Years in Business: 11 -25 68 This Business has a Financial Stress Percentile that shows: Lower risk than other companies in the same region. Lower risk than other companies in the same industry. Lower risk than other companies in the same employee size range. Lower risk than other companies with a comparable number of years in business. Credit Score Summary The Commercial Credit Score predicts the likelihood that a company will pay its bills in a severely delinquent manner (90 days or more past terms), obtain legal relief from creditors or cease operations without paying all creditors in full over the next 12 months. Scores are calculated using a statistically valid model derived from D&B's extensive data files. The Credit Score class of 3 for this company shows that 18.4% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database. Credit Score Class High Low Incidence of Delinquent Payment Among Companies with this Classification: 18,40 % Average compared to businesses in D &Bs database: 23.50 Credit Score Percentile : 66 (Highest Risk: 1; Lowest Risk: 100) Credit Score : 445 (Highest Risk 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors: Insufficient number of payment experiences. 4 Composite credit appraisal is rated limited. f Most recent amount past due. a Low proporlion of satisfactory payment experiences to total payment experiences. Credit Score Class Percentile Trend: 4 ILI 100 — 90 — 00— 70— 60— so- 40— 30— 20— 10— UN — t85 B5,, 72E 72,. 72� 12, 12� 72< 72, 6k., 66, 66` 9/69 10109 11/09 12/09 1 /10 2/10 3/10 4/10 5/10 6 /10 7110 11/10 v Thls Company Notes: • The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency. 0 The incidence of delinquency shows the percentage of firms in a given percentile that are likely to pay creditors in a severely delinquent manner. The average incidence of delinquency is based on businesses in D &B's database and is provided for comparative purposes. The Commercial Credit Score percentile reflects the relative ranking of a firm among all storable companies in D &B's file. The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100- 90 e0 70 60 50 40 30 20 UN — t. This Buslness Region Industry Employee Range Years In Business PACIFIC ENTERTAINMENT AND 500+ 11 -25 LEISURE Norms National This Business 66 Region: PACIFIC 46 Industry: ENTERTAINMENT AND LEISURE 46 Employee range: 500+ 85 Years in Business: 11 -25 76 This business has a Credit Score Percentile that shows: Lower risk than other companies in the same region. Lower risk than other companies in the same industry. Higher risk. than other companies in the same employee size range. Higher risk than other companies with a comparable number of years in business. Trade Payments 5 Currency: Shown in USD unless otherwise indicated D &B PAYDEX® The D &B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D &B by trader references, Learn more about the D &B PAYDEX Timeliness of historical payments for this company Current PAYDEX is 77 Equal to 5 days beyond terms ( Pays more promptly than the average for its industry of 8 days beyond terms ) Industry Median is 75 Equal to 8 days beyond terms Payment Trend currently I is .< , Unchanged, compared to payments three months ago Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Total payment Experiences in D &Bs File (HQ) 77 Payments Within Terms (not weighted) 81 % Trade Experiences with Slow or Negative Payments( %) 16.23% Total Placed For Collection 0 Average High Credit 4,092 Largest High Credit 30,000 Highest Now Owing 30,000 Highest Past Due 10,000 D &B PAYDEX 77 100 I I I 120 Days 30 Days 5 o Sow prompt • High risk of late payment (Average 30 to 120 days beyond terms) • Medium risk of late payment (Average 30 days or less beyond terms) r Low risk of late payment (Average prompt to 30+ days sooner) When weighted by amount, payments to suppliers average 5 days beyond terms 3 -Month D &B PAYDEX I 78 100 r I I I 120 Days 30 Daps 5 D 50,10 Prompt High risk of late payment (Average 30 to 120 days beyond terms) • Medium risk of late payment (Average 30 days or less beyond terms) c t Low risk of late payment (Average prompt to 30+ days sooner) Based on payments collected over last 3 months. When weighted by amount, payments to suppliers average 3 days beyond tc -ms D &B PAYDEX® Comparison Current Year PAYDEX(D of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Motion picture theater , based on SIC code 7832 . 6 Shows the trend in D &B PAYDEX scoring over the past 12 months. 100— f' 90 e0— ar,. IN )4 713 17 » 7R _78 71, 77 77 71 �' Eo 50— )0 – 2u LO UN •° 9/9 10/9 11/9 12/9 1/10 2/10 3/10 4/10 5/10 6/10 7110 1 /10 Q3 Q4 01 02 This Company Industry Upper 25% Industry Lover 25% Industry Median 9/09 10/09 11/09 12/09 1 /10 2/10 3/10 4/10 5/10 6/10 7/10 8/10 This Business 76 74 74 78 77 77 78 78 78 77 77 77 Industry Quartiles Upper 79 78 79 Median 74 75 75 Lower 69 68 68 • Current PAYDEX for this Business is 77 , or equal to 5 days beyond terms • The 12 -month high is 78 , or equal to 3 DAYS BEYOND terms • The 12 -month lour is 74, or equal to 9 DAYS BEYOND terms Previous Year Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Motion picture theater , based on SIC code 7832 . y ion — E an 77 7R 77 79 77 'i ii `� 7J 75 SO -.. an .0 20 lu UN 9/08 16/08 11/08 12/08 1 /09 2/09 3/09 4/09 5109 6/09 7/09 8/09 Q3 Q4 Q1 Q2 This Company Industry Upper 25% Induslry Lora 25% Industry Median Previous Year 09108 12/08 03/09 06109 Q3'08 Q4'08 Q1'09 Q2'09 This Business 77 77 76 77 Industry Quartiles Upper 79 79 79 79 Median 74 74 74 75 Lower 68 68 68 68 Based on payments collected over the last 4 quarters. Current PAYDEX for this Business is 77 , or equal to 5 days beyond terms • The present industry median Score is 75 , or equal to 8 days beyond terms Industry upper quartile represents the performance of the payers in the 75th percentile Industry lower quartile represents the performance of the payers in the 25th percentile Payment Habits For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides 7 number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 0 0 50,000- 100,000 15,000- 49,999 0 0 0% 5,000- 14,999 1,000 -4,999 7 145,000 95% Under 1,000 5 40,000 81% 9 15,000 76% 31 12,800 86% Based on payments collected over last 12 months. For all Payment experiences reflect how bills are met in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Payment Summary There are 77 payment experience(s) in D &Bs file for the most recent 12 months, with 42 experience(s) reported during the last three month period. The highest Now Owes on file is 30,000. The highest Past Due on file is 10,000 Below is an overview of the companys currency- weighted payments, segmented by its suppliers primary industries: 8 Total within pays Slow Revd Total Largest High Terms `31 31.60 61 -90 (a) Amts Credit (,/o) 90> (%) ( %) Top Industries Nonclassified 6 5,500 2,500 100 0 0 0 0 Electric services 5 55,150 25,000 86 14 0 0 0 Air courier service 5 3,750 750 100 0 0 0 0 Whol general grocery 4 62,500 25,000 100 0 0 0 0 Ret mail -order house 3 950 750 95 5 0 0 0 Misc business service 3 1,100 500 54 0 23 0 23 Security systems svcs 3 1,000 500 100 0 0 0 0 Short-trm burn credit 2 31,000 30,000 98 2 0 0 0 Public finance 2 8,500 7,500 0 100 0 0 0 Telephone communintns 2 1,100 1,000 100 0 0 0 0 Misc equipment rental 2 1,000 1,000 100 0 0 0 0 Arrange cargo Iranspi 2 150 100 100 0 0 0 0 Misc business credit 2 250 0 50 50 0 0 0 Natnl comme,cial bank 1 15,000 15,000 100 0 0 0 0 Radiotelephone commun 1 10,000 10,000 100 0 0 0 0 Whol groceries 1 5,000 5,000 100 0 0 0 0 Whol service paper 1 2,500 2,500 50 50 0 0 0 Computer system desgn 1 2,500 2,500 100 0 0 0 0 Hvy const eqpt rental 1 2,500 2,500 100 0 0 0 0 Mfg soapldelergents 1 1,000 1,000 0 0 50 0 50 Whol office supplies 1 750 750 50 0 50 0 0 Mfg refrig /heal equip 1 500 500 100 0 0 0 0 8 Who[ plumb /hydronics Mfg mist office egpt Whol office equipment Whol mist profsn eqpt Photocopying service Whol electrical equip Other payment categories Cash experiences Payment record unknown Unfavorable comments Placed for collections: With D &B Other Total in D &Bs file 1 500 500 50 0 0 50 0 1 250 250 0 0 100 0 0 1 250 250 100 0 0 0 0 1 100 100 0 50 50 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 13 3,700 750 0 0 1 mo 8 7,600 2,500 15,000 0 N30 1 mo 0 0 0 7,500 0 0 0 0 0 0 1 mo 0 NIA 0 0 0 2 -3 mos 77 224,100 30,000 0 0 1 mo Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company Date Last Sale Reported Paying Record High Credit Now Owes Selling Past Due Within (mmlyy) Terms (month) 07 /10 Ppt 30,000 30,000 0 1 mo Ppt 25,000 0 0 1 mo Ppt 25,000 0 0 N30 6 -12 mos Ppt 20,000 0 0 1 mo Ppt 15,000 15,000 0 N30 1 mo PPI 15,000 7,500 0 Ppt 10,000 0 0 1 mo Ppt 10,000 0 0 2 -3 mos Ppt 7,500 0 0 1 mo Ppt 2,500 500 0 1 mo Ppt 1,000 0 0 1 mo Ppt 750 0 0 N30 1 mo Ppt 100 0 0 1 mo Ppt 100 0 0 N30 2 -3 mos Ppt 100 100 0 N30 111110 Ppt 50 0 0 N30 6 -12 mos Ppi 0 0 0 N30 1 mo Ppt -Slow 30 15,000 10,000 10,000 N30 2 -3 mos Ppt -Slow 30 2,500 0 0 4 -5 mos Ppt -Slow 30 1,000 750 250 N30 1 mo Ppt -Slow 30 100 50 0 N30 1 mo Ppt -Slow 60 750 50 0 N30 1 mo Slow 30 100 50 50 N30 6 -12 mos Slow 30 50 50 50 N30 6 -12 mos (025) Satisfactory . 2,500 750 0 1 mo (026) 750 Cash 1 mo account 9 10 (027) 500 500 Cash account (028) 500 500 Cash account (029) 500 500 Cash account (030) 500 500 Cash account (031) 500 500 Cash account (032) 50 0 0 Cash 1 mo account (033) 50 0 0 N30 6.12 mos (034) 50 0 0 Cash 2 -3 mos account (035) 0 0 0 Cash 6 -12 mos account (036) 0 0 0 Cash 6.12 mos account 06/10 Ppt 500 500 0 1 mo Ppt 100 100 0 1 mo Slow 30.60 150 i rnos 05110 Ppt 750 750 0 1 mo Slov/ 30 0 6 -12 mos (042) 50 Cash 1 mo account 04/10 _ .60 -120 6 -12 mos 03/10 (044) 250 Cash 1 mo account (045) 50 Cash 1 mo account 02110 Ppt -Slori 90 500 0 0 6 -12 mos 01/10 Ppt 1,000 250 Lease Agreemnt 09/09 (049) 1,000 0 0 6 -12 mos 08109 Ppt 500 0 0 6 -12 mos 07109 Ppt 750 0 0 4 -5 mos Ppt 750 0 0 6 -12 mos Ppt 750 0 0 6 -12 mos Ppt 750 0 0 6 -12 mos Ppt 750 0 0 4 -5 mos 06109 Slow 60 ! 1. , 04/09 Slav 7,500 1 mo Slow 1,000 1 mo 02109 Ppt 0 0 4 -5 mos Ppt 5,000 5,000 0 1 mo Ppt -Slav 30 250 0 1 mo 01/09 (062) 2,500 1 mo (063) 2,500 6 -12 mos (064) 750 6 -12 mos (065) 500 6 -12 mos (066) 250 1 mo 12108 Ppt 500 250 0 1 mo Ppt 250 0 0 1 mo Ppt 250 0 0 1 mo 10 Ppt 0 0 0 6 -12 mos (071) 50 50 0 1 mo 10/08 Ppt 2,500 1,000 0 1 mo Ppt 750 250 0 1 mo Ppt 750 50 0 1 mo Ppi 500 50 0 1 mo Ppt 250 100 0 1 mo 07/08 Ppt 250 100 0 1 mo Payments Detail Key: 30 or more days beyond terms Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported. Public Filings Currency: Shown in USD unless otherwise indicated r Summary The following data includes both open and closed filings found in D&B's database on this company Record Type # of Records Most Recent Filing Date Bankruptcy Proceedings 0 Judgments 0 Liens 0 - Suits 1 05101/03 UCCs 10 01/04/10 The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source. Suits Status Pending CASE NO. MSC0301040 Plaintiff MARBELEY GUTIERREZ Defendant BRENDEN THEATRE CORP., PITTSBURG, CA Cause PERSONAL INJURY Where filed CONTRA COSTA COUNTY SUPERIOR COURT /MARTINEZ, MARTINEZ, CA Date status attained 05/01/03 Date filed 05/01/03 Latest Info Received 05119/03 If it is indicated that there are defendants other than the report subject, the lawsuit may be an action to clear title to property and does not necessarily imply a claim for money against the subject. UCC Filings Collatcral Assets - Equipment - fixtures Type Original Sec. Party UNION BANK OF CALIFORNIA, N.A., IRVINE, CA Debtor BRENDEN THEATRE CORPORATION, LAS VEGAS, NV and OTHERS Filing No. 0315760059 ft Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Dale Filed 2003 -06 -04 Latest Info Received 06/19/03 ................................... ............................... Type .... ....... . ............................ .. ....................................... .... Continuation Sec. Party UNION BANK OF CALIFORNIA, N.A., IRVINE, CA Debtor BRENDEN THEATRE CORPORATION, LAS VEGAS, NV and OTHERS Filing No. 0871579723 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed 2008 -05 -12 Latest Info Received 05/19/08 Original UCC Filed Date 2003 -06 -04 Original Filing No. 0315760059 Type Termination Sec. Party UNION BANK OF CALIFORNIA, N.A., IRVINE, CA Debtor BRENDEN THEATRE CORPORATION, LAS VEGAS, NV and OTHERS Filing No. 0972160929 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed 2009 -12 -02 Latest Info Received 12/08/09 Original UCC Flied Date 2003 -06 -04 Original Filing No. 0315760059 Collateral Equipment and proceeds Type Original Sec. Party SENSORMATIC ELECTRONICS CORPORATION, BOCA RATON, FL Debtor BRENDEN MOVIE THEATRE CORP, LAS VEGAS, NV Filing No. 087174550552 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed 2008 -10 -08 Latest Info Received 10/16/08 Type Amendment Sec. Party ADT SECURITY SERVICES, INC. - SENSORMATIC DIVISION, BOCA RATON, FL SENSORMATIC ELECTRONICS CORPORATION, BOCA RATON, FL Debtor BRENDEN MOVIE THEATRE CORP, LAS VEGAS, NV Filing No. 1072186695 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Flied 2010 -01.04 Latest Info Received 01114110 12 Original UCC Flied Date 2008 -10 -08 Original Filing No. 087174550552 ................. ....... ......... Collateral . ............. ............ . .......... ........ ..... . .............. ..................... ................... - Real property Type Original Sec. Party FIRST METROPOLITAN CREDIT UNION, A CALIFORNIA STATE CHARTERED CREDIT Filing No. UNION, CHATSWORTH, CA Debtor BRENDEN THEATRE CORPORATION, LAS VEGAS, NV Filing No. 077133354972 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed 2007 -10 -18 Latest Info Received 10/23/07 Type _...._ ..... ........... I ............... ... . Original Sec. Party GREYSTONE EQUIPMENT FINANCE CORPORATION, BURLINGTON, MA Debtor BRENDEN THEATRE CORPORATION, LAS VEGAS, NV and OTHERS Filing No. 087179351920 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed 2008 -11 -24 Latest Info Received 11/26/08 �I J Type Continuation Sec. Party COMERICA BANK - CALIFORNIA, SAN JOSE, CA Debtor BRENDEN THEATRE CORPORATION, LOS ANGELES, CA and OTHERS Filing No. 02339CO471 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Dale Filed 2002 -12 -04 Latest Info Received 12/10/02 Original UCC Filed Date 1998 -05 -26 Original Filing No. 9814760314 Type Continuation Sec. Party COMERICA BANK - CALIFORNIA, SAN JOSE, CA Debtor BRENDEN THEATRE CORPORATION, LOS ANGELES, CA and OTHERS Filing No. 02339CO474 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed 2002.12 -04 Latest Info Received 12110/02 Original UCC Filed Date 1998 -05 -26 Original Filing No. 9814760310 13 Type Continuation Sec. Party COMERICA BANK - CALIFORNIA, SAN JOSE, CA Debtor BRENDEN THEATRE CORPORATION, LOS ANGELES, CA and OTHERS Filing No. 01324CO420 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Flied 2001 -11 -19 Latest Into Received 11/27/01 Original UCC Filed Date 1997 -04 -29 Original Filing No. 9712060340 The public record items contained herein may have been paid, terminated, vacated or released prior to today's date. History & Operations Company Overview Company Name: Street Address: Phone: URL: History Present management control History The following information was reported: 05/08/2010 Officer(s): Currency: Shown in USD unless otherwise indicated ' BRENDEN THEATRE CORPORATION 1985 Willow Paca Rd Ste C Concord , CA 94520 925 677 -0462 http:/A%,%,Av.brendentheatres.com Is clear 21 years JOHN BRENDEN, PRES DIRECTOR(S) : THE OFFICER(S) Business started Sep 1989 by John Brenden. 100% of capital stock is owned by John Brenden. JOHN BRENDEN born 1964. 1989- present active here. 1983 -1989 employed by Mann Theater, Los Angeles, CA as consultant. Business Registration CORPORATE AND BUSINESS REGISTRATIONS REPORTED BY THE SECRETARY OF STATE OR OTHER OFFICIAL SOURCE AS OF Aug 13 2010 This data is for informational purposes only, certification can only be obtained through the Sacramento Office of the California Secretary of State. Registered Name: BRENDEN THEATRE CORPORATION Business type: CORPORATION Corporation type: PROFIT Date incorporated: Sep 29 1989 State of CALIFORNIA Incorporation: Filing date: Sep 29 1989 Registration ID: C1469535 Status: ACTIVE SECRETARY OF STATE/CORPORATIONS DIVISION, SACRAMENTO, Where filed: CA BRUCE COLEMAN, 1985 WILLOW PASS RD, CONCORD, CA, Registered agent: 14 945200000 Principals: JOHN BRENDEN , PRESIDENT, 4321 W FLAMINGO RD, LAS VEGAS, NV, 891030000 Operations 05/0812010 Operates motion picture theaters (100 %). Description: Terms are cash or credit card. Sells to general public. Territory : Regional. Nonseasonal. Employees: 510 which includes officer(s) and 450 part-time. 189 employed here. Facilities: Owns 70,000 sq. ft. in a one story concrete block building. Location: Central business section on main street. Branches: Branches are located in Pittsburg, Modesto, and Vacaville CA and also Las Vegas, NV & Loftlon, NV. Operations same as headquarters. SIC & NAICS SIC: Based on information in our file, D &B has assigned this company an extended 8 -digit SIC. D &B's use of 8 -digit SICs enables us to be more specific about a company's operations than if we use the standard 4 -digit code. The 4 -digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window. 7832 0000 Motion picture theaters, except drive-in NAICS: 512131 Motion Picture Theaters, Except Drive -in Banking 07/10 Account(s) averages low 2 figures. Account open over 10 years. (Same bank)Accouni(s) averages medium 6 figures. Account open over 5 years. Financials Currency: Shown in USD unless otherwise indicated r Company Financials: D &S D &B currently has no financial information on file for this company. You can ask D &B to make a personalized request to this company on your behalf to obtain Its latest financial information by clicking the Request Financial Statements button below. Statement Update 05/12/2010 Fiscal statement dated DEC 312008: Assets Liabilities Other Assets 90,621 NET ASSETS 90,621 Total Assets 90,621 Total Liabilities 90,621 Extent of audit, if any, not indicated. M Additional Financial Data Repeated attempts to contact business were unsuccessful. Request Financial Statements Request Financial Statements Requested financials are provided byBRENDEN THEATRE CORPORATIONand are not DUNSRight certified. Key Business Ratios Statement Date Based on this Number of Establishments Profitability Return on Sales Return on Net Worth Short-Term Solvency Current Ratio Quick Ratio Efficiency Assets /Sales Sales / Net Working Capital Utilization Total Liabilities / Net Worth UN = Unavailable Detailed Trade Risk Insight"'^ Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier /purchaser relationships. Days Beyond Terms - Past 3 & 12 Months 3 months from Jun 10 to Aug 10 12 months from Sep 09 to Aug 10 Days! r Daysf r' 204 ON r: N.,- 1 120+ Laws 9avn''d It 0 Dollar- weighted average of 20 payment Dollar - weighted average of 41 payment experiences experiences reported from 10 companies reported from 24 companies Derogatory Events Last 12 Months from Aug 09 to Jul 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Aug 09 to Jul 10 16 Dec 31 2008 77 Industry Norms Based On 77 Establishments This Business Industry Median Industry Quartile UN 0.9 UN UN 8.0 UN UN 1.6 UN UN 1.3 UN UN 46.6 UN UN 8.2 UN 0.0 78.0 1 UN = Unavailable Detailed Trade Risk Insight"'^ Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier /purchaser relationships. Days Beyond Terms - Past 3 & 12 Months 3 months from Jun 10 to Aug 10 12 months from Sep 09 to Aug 10 Days! r Daysf r' 204 ON r: N.,- 1 120+ Laws 9avn''d It 0 Dollar- weighted average of 20 payment Dollar - weighted average of 41 payment experiences experiences reported from 10 companies reported from 24 companies Derogatory Events Last 12 Months from Aug 09 to Jul 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Aug 09 to Jul 10 16 Status Aug - Sep -09 Oct -09 Nov -09 Dec -09 Jan -10 Feb -10 Mar -10 Apr -10 May" - Jun -10 ul Total 40,134 52,867 88,675 60,345 41,579 58.061 56,583 44,336 58,652 59.140 31,929 1,373 Current 38,455 51,305 61,767 58,873 41,550 57,920 56,142 44,085 58,560 58,890 31,929 1,129 1 -30 Days 1,019 896 26.465 1.610 113 574 295 250 92 250 244 Past Due 31 -60 Days 32 3 147 - 349 - 145 Past Due 61 -90 Days 333 170 - - Past Due 90+ Days 295 493 296 -138 -433 -433 1 1 Past Due This information may not be reproduced in whole or in part by any means of reproduction. © 2005 -2010 Dun & Bradstreet, Inc. 17 ATLAS PROPERTIES May 28, 2010 Mr. Don Gee, Deputy Director City of San Bernardino Economic Development Agency 201 North E Street, Suite 301 San Bernardino, CA 93401 -1507 Re: Empire 20 Cinemas San Bernardino, CA Dear Mr. Gee: This letter is intended to outline the terms and conditions upon which the undersigned would be willing to enter into a Purchase and Sale Agreement regarding the above referenced property, as follows: 1. Aug: A limited liability company to be formed and majority owned by Edward Barkett, Anthony Barkett, and Dave Corkill. 2. Purchase Price: $5,000,000.00, all cash. Buyer does not intend to secure debt to consummate the Closing. Buyer shall provide Seller with proof of funds prior to execution of a mutually acceptable Purchase and Sale Agreement. 3. Deposit: $500,000.00 upon execution of a mutually acceptable Purchase and Sale Agreement. The deposit shall be fully refundable until the expiration of the due diligence period referenced in Paragraph 4 below. Upon expiration of the due diligence period, if Buyer elects to proceed, the deposit shall be increased to $1,000,000.00 and shall be non - refundable, released to Seller through escrow, but applicable toward the purchase price. 4. Due Diligence: From and after the execution of a mutually acceptable Purchase and Sale Agreement, Buyer shall have a period of thirty (30) days to examine the property, including but not limited to (i) the condition of title, (ii) the environmental condition, and (iii) the physical condition of the improvements. S. Closing_: Closing shall occur fifteen (15) days after expiration of the due diligence period, no later than July 31, 2010. 6. As-1s: At the Closing, Buyer will take title to the Property "as -is" and "with all faults ". 7. Commission: Seller shall pay a commission of $100,000 to Buyer's agent, Bill Cann. ATLAS PROPERTIES, INC. - 2800 W. March Lane, Suite #360 • Stockton, CA 95219.8208 • Phone: 209/476.1927 * Fax: 209/957 -5279 Mr. Dnn Qw May, 28, 2010 City- cif Sm. BematAno Pule 2 uf2 H. 'title & f.Fcrn " -: To be &etcminrd and mututgv uccel-Oat►le to Rtiya and Srllrt. 4. re- Irical Seller Obliratinuat As part of the tninsuction ckmwwploled hug 11 }, Seller ~hull witimil ic., the following: tL Seller sl►ull cause the. City Hof'San Berilaniinn m amend ire rnning, urdinatia, to l►rt►llibil dw com(rmclion of'ncw th"ters nn& lnr the cxpunsian of cxiglng thculm in e em ol'4 backers laid 1000 5r.uls outsIdt t rlk, Downtmo 7,oim b. In urilrt tc► aconttnudatc Biiycr °t t)hligminm hefnw. Seller dull dvIly t foe cilttplc titit In tilt Mill hrnperty, the Iinproi,cmrnts, tend till romiltlrc, fixtures, and egtrilimcm, fitcc and clout nf'ulI ancumhrunc" excrpi 111OR' 11ppn►vcd iu %W;tlne. kiy� (-itiycr, tin IuWT Ilirn 1uly- 11.2010, 10, (hp Ilk: Subj l to'SHICr'x hcrli►mmIlvv of S4l1rr' C►ldil ;u{iuun abm•c. 1111yet ahull Commil w tlir fallowing; llgvi tihtlll cl ?liP4' i thu f1wma Io l NMI, dipilal ptK1itY'dom, 6, ltliycr blurt) tcltl(I" the cNI5I111P. Neroinp with 11mv.1:1►ttr orlltr 111.1, tuG rl. 1111rk tirlitlur, 'I'I IN C' II (iVc►tiun (t►t r11VIr 111,4141fiultl, Inwill t>,tcrlm siI nape purhuhr 1111d a pack -Ilyr. c. Nlyor r.ltAll minploc lk f11- 11ifirmil epttnalu of tiro fioormp, wAll comOlip, ntrd ititutint (itlithrs: Iliiouphuul 11a thelliar. ►I. I�u�rn' �.ftnll rAUSC the tite;�trt its uptsn ti >r husinerc ril► ltiria tlilu I)i•rr,luhct' :tJ.:UIU, \terIw ►rrt:i:urn�ntl} deIii-eled ri-, �`nn infirmrontion rclowdto uurbusinw, and 4iVel y(scitic 4xncrience. }'lease prewili tills lu Ihr 011 As ,mil AS Imceiltle, R1410001)" Ldw rd A. BAt-WO Anthany hf. J3url:rlt rj.lvc Cargill r ATLAS PROPERTIES Mr. Doll Gee, l}rliuty Dit"lol City ofSan Beirulniim Ikunumic VOTIuirtnrrlt AI:uICY 701 Nnrth F StrccL Suitc 301 Sun Flemnnlint +, CA 934111.11 ND7 Itr: Hlttpirc 20 Chiming .tires Huardino. CA t)eur ,11r. Cite: '1711~ idler iR intended tt+ i,uppletriOlt 111r a0rt .%ubwitid w fiwffontl+' ltrt -Milli teprdk. ate nl+civr lel�►vlcr:119uolrrrty, 'flit prilitilu1ls hchind th^ alorrmrnticnrd Acr try ll.dNiod Hwkcm Aluhnny Harken, ►<ntl I)nve ColkIll, 111th +r ere hrlmv a hritf docripllan rl'nurexprrienre and httckuround. III ndditinn to the dctrriptinn± belt+", plcnt•r (trod ial.Ond if lviur biogro rhfCbl cuid projN1 uutllnr brr r.rch individual. Thii infortnndo:1 ii, l+; hit prvvided to ussurr the C'ily of ~art 11cnluxl1no film wr 11.1%v tlu' r'xIwf lrnrY nad finr,urioi triourcrti to stand 11CMncl 01.11 r)S'rr, T:!I_wMi T ;rr►?r!1 tinTlt tiZ ituf ll: Edwvid 11filt t bile, Alithony tintl:ru, ihl•I vowltis, lii,kv hccn involwtl In rrnl OtItt d1,$Vk►ll;trctt1 1,10 Irwecullrrit 150- MVI :O }'rrn.. M' philkwl:d irlcvr.n r Its tllic puit�1l, IN Iifl►kl "s drvelop, d, (wll 11110 rn.ionl�v tlnerlu %n IIt:Atr 111111th In hl. (111iiarnir, (1 ?. NVIMIS 1+1us rrutil) 111111 slUCkuUI, C1,11khruill ( I(I vurenf plug rri:+il unit 41111vi.), liatll ptc,)ccia wvvio cotnplried in clime cimlit►atiun +Pith the City' Coutitil nrid 911111'111' I;,: h Of)'. Arai hoill p..IJr:'I, wrle 061-i11 (vile nl11rrrt's ufert'li Clry.'.i, dnulowll rr ovptlun plive', AISttitiun:,lly, Ill.- Ilmi.ru+ (ti, 11011411K"! IIIvt%t<)II 111 lh; nrw Ihr:ilel cxllll[0 0 Ill &%kiltnv.'n Alcmicliu, C- IIIIt+rnll, V srrotru, illur. rrtnil i, A-- U ItIll)I IW IlIe c+ 1116 lialkrtll hnvc c):tCtl,,ivc cxIj flrll(x lw'ilb 1IM0,1111,W)l Uao.Ilrn in CulifMrdn. b!1 v (,ilrkfll: lipw Cotl:ill it: Otc pKn:ipM ow rr of C:inerwi Wort. Cillenln Weil c,prr11r�; u1. 13 InValiuni v<•illl Al"J',, IUD :cxwoti, in 0.1iiiunin, inc_ludin}r nrw ds++ +ntuµyl dwo(ei: bi 11ch.Itltnn trod Liverol(t►L lhni NUN 0Ipr)fW0I cowpauaitt of taosr C'itirs' rcdFVVlotrntcnt plans. Chictlul Wcsi u provolla d:vvlu)rinh if nrw I4-sciocn ilicauc in Fontllan, CiillfOnlill nN (11trl OF rinlevrlc,,irtienl pnileci with the Cin. of Fontanu. rC�iprnttl Wr�i bxioa 1110, hlehw Nirtnina of di�i> ,t rrctifaeliu I Ii(, II; CIICUII In t. II IiS:i�IIG. `,U. CurUl's rxprrir:Itr in i11c titterer illLf"r 'rny«u1vr, uul Ewup is wgulibly the most r+perie.gr<sd dr. +wl+r >arAl 1.e. rte +I of dntwtttal`.71 thtitery C rllifilmi;u We ar,- rot,fident that ou communily-eirimled retail can iirinp the b gicater 1;+11111 ; +n lei ti,U1 licilGerdii;o. t+less-, aituBtt>u it )'Di haw; kv3 `cincctrly, L F.cli+al AeahllM r' Antfiuo)- hi:138A.Ttr Davo ATLAS MOPEPTIES,114C, 0 21390 W Myrrh LF --ie, SL1ft 1 360 - $to-ktan. CA 0V 19.0X3 , Phone: 202AT6,19r 7 I F,: M,1357-5270 ATLAS PROPERTIES, INC. June Ib, 2010 Mayor Patrick J. Morris City of San Bernardino 300 North D Street San Bernardino, CA 92418 Re: Downtown 20 Screen Cineplex San Bernardino. CA pear Mayor Morris: Thank you for taking the time to meet with us last Friday. All the members of our group enjoyed our discussion. The purpose of this letter is to explain the tight timeline outlined in our offer to purchase the above referenced properly. The primary reason for our urgency is the limited supply of digital projectors and related digital print fee incentives. Theaters across the country are converting to digital projection, and the gap between order time and delivery time I'or these projectors is growing. Based on the current situation, we would need to place an order for 20 digital projectors within the next 45 days in order to take delivery by the Holidays, furthermore, many of these conversions. including our planned conversion, are made economically feasible by digital print ter incentives that are also in limited supply. If we cannot move briskly enough to take advantage of these financial incentives, [lie resulting lost revenue will reduce (lie economic value of the property. Another reason for our timeline is our desire to open the theater for the 2010 Holiday Season. The period between Thanksgiving and New Year's Day is very active for movie goers and for cinematic releases, making the Holiday Season an ideal time to open a theater. We can get this theater open for the 2010 Holiday Season. but only if %ve begin work in early August. We would also like you to be aware that our renovation plans will include a new exterior sign package intended to enliven (lie building elevations. Thanks again for your time last week- Please call on us if you have an• questions or comments. Sincerely, ATLAS PR ERTIES. INC.. 03, Edward A. Barkelt, President ATLAS PROPERTIES, INC. • 2800 W. March Lane, Suite #360 , Stockton, CA 952198208 o Phone: 209/476 -1927 • Fax: 2091957.5279 • t ,u" Entertainment -Home s • G.dArge Next • I'mail . Priul • Reprin t • Share o Your Name o IYour Email o Recipient's Email o Send . View One Page o WITH PHOTO • NO PHOTO • FACEBOOK • VAll • NEWSVINE • DEL.ICIO.US New movie theater seats rigged for motion Some seats at Petaluma's Boulevard Cinemas set to move in sync with action on screen PD FILE, 2005 Dave Corkill, president of Cinema West, a chain of regional theaters that owns the Boulevard Cinemas in Petaluma. P„ P ' '1AYLOR ?SS DEMOCRAT Published: Friday, May 21, 2010 at 11:14 a.m. Last Modified: Friday, May 21, 2010 at 11:14 a.m. You've heard of 3 -D, but are you ready for 4 -D? Cinema West's Petaluma multiplex, Boulevard Cinemas, will be one of the first theaters — one of 27 nationwide — to introduce D -BOX, a system that moves theater seats in sync with the action on the screen. he first film to feature this experience, which will cost moviegoers $8 extra, will be Disney's "Prince of Persia," opening next Friday, May 28. OX is a company in Canada that developed these motion seats. The company has been lobbying all of the film distributors to allow them to do motion coding on the films, so it links in with this system," said Cinema West owner Dave Corkill. "You can sit in this chair, and as you're watching the movie, the chair will move to left or the right or vibrate, so it makes the moviegoing experience 4 -D instead of 3 -D," Corkill explained. Each chair has its own controls, so those prone to motion sickness can turn the intensity down or even turn the system off. The effects only work if the patron has reserved a ticket for one of the motion seats. Cinema West has contracted to permanently install D -BOX seats at four of its Northern California theaters, in Petaluma, Martinez, Folsom and Livermore. The Petaluma theater has two rows of D -BOX seats in one auditorium, and two free demonstration models in the lobby. "You can sit there right now and watch the `Prince of Persia' preview with the motion effects, and get a 60- second sample of what you would experience if you were to buy a ticket." • 1 • ext Page All rights reserved. This copyrighted material may not be re- published without permission. Links are encouraged. -OW-1 • enlarge Text • Email • Print • ftrint • Share • IYour Name • IYour Email • Recipient's Email o Send View _One Pap,e • WITJI PHOTO • NO PHOTO • FACEBOOK_ • YAHOO • N_EWSVINE • DEL.ICIO.US Avia G i e to Nome Theater Home Thealcr vidc.j display calibration ui I oc Angeles and surrounding areas. www.rsfht, com V ri Lit Citizens Brigade Theater in NY our 150 seat NV theater et 307 west 16th Street offers www.ucbtheatre.com Movie Showtimes tiIkq> tue Box OiNce. Lines. Buy Tickets ul Advance at FandalItIO v.ww.I andango.co"i Ads by Yahoo! Home / Money Movie theaters blossom in the downturn Story . Discussion By M.S. Enkoji I McClatchy Newspapers (MCT) I Posted: Thursday, February 4, 2010 9:50 am I 1 Comment Font Size: Default font size Larger font size I- Palladio 16 at Palladio at Broadstone, an upscale Folsom, Calif., mall that remains largely vacant. j ut t e crneplex is prospering. (Carl Costa s /Sacramento Bee/MCT) SACRAMENTO, Calif. -- For about two hours, laugh, weep, shiver with fear, feel your adrenaline pumping -- all for $10, preferably in a cornf , chair, maybe with a barrel of buttered popcorn radiating warmth in your lap. Sound like a bargain? In a downturned economy, going to the movies is an enduring entertainment option, even as family budgets lop off vacations, lavish dining and $80 bluejcans. Still one of the cheapest out -of -home entertainment venues, movie theaters are ringing up profits with the proliferation of premium technology, such as IMAX and 3 -D, and because movie -going - even during the Great Depression - has always been driven by product: movies that people want to see. "Because of the low cost, people don't feel bad about going to the movies. But only if they're interested in them," said Warren Miller, an analyst with Morningstar «yho tracks Regal Entertainment Group and Cinernark, two of the country's biggest theater chains. ""That's why the movies, at least theoretically, are recession- proof," he said. ted Artists' theaters in Sacramento, recently, Jennifer McLaughlin and two friends perused the offerings. inrpared to other things, it's not that much for entertainment," said McLaughlin, the 31- year -old mother of Ativo. For a tamily outing, the bill could come to $50, she said. She feeds the family first so they don't have to buy snacks. "That's over the line," she said. C'I" and her friends finally settled on "Youth in Revolt," a comedy. while customers abandoned other retail businesses, forcing them to shrink inventory, lay off workers or file for bankruptcy in 2009, moviegoers plunked down a record $10 billion at the box office, a 10 percent boost nationwide from the year before. Owners of those box offices are emerging superstars in an otherwise moribund retail landscape, drawing foot traffic and sparking business where they open. "For the most part, movies seem to be the escape that people are looking for," said David Corkill, owner of Cinema West in Folsom, Calif. "It's still an inexpensive night out, and people are spending money closer to home." In December, Corkill opened Palladio 16 Cinemas, the region's newest theater complex, in the middle of what is essentially a construction zone for an upscale or "lifestyle" shopping center in Folsom that is otherwise uninhabited. That isn't stopping patrons from flocking to don those weird glasses to see "Avatar" in 3 -D or watch George Clooney glibly lay off longtime workers. "We can stand alone without a single neighbor," Corkill said, noting that solitary theaters flanking freeways are ;al setting. Retailers destined for Palladio, halted by the recession, have pushed back opening dates, which could mean a months -long solitary run for the new theaters. "Theaters have been the drawing card for centers," Corkill said. "Once we start seeing some of the other doors open, it's only going to help." Another 16- screen complex is expected to open in September in Santa Rosa, Calif. The other nevv locations will be in Arizona, said Daniel Tocchini, president and chief executive officer of the 12- theater chain. The company founded by his father and uncle in 1924 grows steadily, he said, and is primarily interested in the suburbs, including more Sacramento suburban locations. "I guess we're just fortunate. It's a lot cheaper than going to Hawaii, or going to Tahoe," he said of last year's strong performance by theaters Not only are shopping centers heavily courting movie theaters, some retailers' fortunes have become linked to them, said Garrick Brown, Sacramento research director for commercial real estate brokerage Colliers International. x book - sellers, in particular, are finding they flourish most near movie theaters, which will mean an even monger trend for that combination in new centers, he said. Fhe increasingly popular "lifestyle center," generally an outdoor shopping center with a high -end retail mix and irchitectural features, fine dining and an entertainment component, is the perfect fit for movie theaters, he said. A glut of theaters Things weren't always so golden for the movie - theater industry. vie companies moved into the new millennium building stadium - seating theaters rather than renovating existing ones, said Miller, the Morningstar analyst. The resulting glut of theaters, compounded by some particularly bad movie years, bankrupted some companies, he said. Expansion now is more rational, mostly coming through the purchase of existing theaters, Miller said. New screens we're seeing now were probably on the books before the recession hit, said Eric Handler, analyst with MKM Partners, who follows Regal and Cinemark. The number of screens is growing about 1 percent per year, he said. Theaters are certainly poised to gain revenue from technology, some of which streamlines operations or can command premium prices, typically a few dollars per ticket, analysts say. That's crucial when you consider that 80 percent of "Avatar" viewers are choosing to pay a few bucks more to see it in 3 -D, according to Brandon Gray, president and publisher of the online box - office reporting service Box Office Mojo. Rather than relying on film, theaters are converting to digital projection, which is essential for 3 -D but also cuts the cost of handling film, which can noticeably degrade with each showing. T,,I,ke film, digital projection permits quick duplication if a movie proves more popular than anticipated so it je shown on multiple screens, Miller said. Gray cautions against relying heavily on technology to boost box -office revenue. "The industry is focused on technology, but the story is what people pay for," he said. "There is no indication that 3 -D is here to stay. It could be a novelty." Attendance at 1.4 billion estimated for 2009 is a 4 percent jump from 2008, he said. Rather than economic forces, what's showing will always drive attendance, he said: "If the selection isn't appealing, people won't go." The notion of a recession- battered public turning to the big screen for solace and escape is almost mythical, Miller and other analysts say. "I think it's more that movie theaters are just not as tied to the economy; they're not cyclical," Miller said. Movie theaters do have to keep ahead of the home movie theater, which is gaining in appeal, he said. IMAX theaters combine film and digital technology with gigantic screens for what the company calls a superior viewing experience. And theaters in selected markets are trying to set themselves apart by offering high -end t- s such as ushers, upgraded and reserved seating, seated dining and full bars. h,cLight Cinemas' two locations in the Los Angeles area offer those kinds of amenities at a premium price. They also forbid cell phone use and discourage parents from bringing their children by charging them full price for R -rated films. "You're seeing the industry gravitate toward variable pricing," said Handler with MKM Partners. Deep in wine country, SR Entertainment already offers a viewing experience tailored for Healdsburg, said F^�chini: a theater with two screens offering leather rocking seats and light dining including wine. 1 ne premium theater is doing well and the company is looking to open a second location in Pacific Grove, he said. Though several chains are experimenting with the concept in select markets, that won't be the widespread experience, Miller said. "It is another way to segment their customer base and play to different geographic areas," he said. Posted in Business on Thursday, February 4, 2010 9.-50 ant Updated: 12:34 pin. I Tags: Cinemas, Movie Theaters Share This Story Print Email ShareThis Similar Stories For new AT &T users, no more'all you can eat' data Most automakers post double -digit May sales jumps s Yahoo faces privacy test with new e -mail features AT &T caps data usage with new plans New Christian bookstore opens in Pontiac Feds open criminal probe of Gulf oil spill Pedestrian sues Google over bad directions . Caterpillar unit buys locomotive maker Sponsored Links Local Movie Theaters Find Listings for Movie Theaters -- Cinemas, Multiplex, Local only. yellowpages com Local Moyik Theaters Find Listings for Movie Theaters -- Cinemas, Multiplex, Local only. P7ovies. ye! low pages. comit osAngeles Movie Theaters Search Businesses At Local.com For Movie Theaters Near You. I oca! cam Ads by Yahoo! October 13, 2006 CINEMA WEST'S SCREENS JOINS ACCESSIT'S DIGITAL CINEMA ROLLOUT a a !Z3 11 Previous Release I Next Release n MORRISTOWN, N.J. — October 13, 2006 — Access Integrated Technologies, Inc. ( "AccesslT') (NASDAQ: AIXD) today announced that independent exhibitor Cinema West (www.cinemawest.com) has signed a contract with the company's wholly owned subsidiary Christie /AIX, for the installation o1 state - of- the -art digital cinema systems for all 64 of Its screens. Cinema West operates a chain of eight multiplex facilities located throughout northern California, some within the San Francisco area, featuring such amenities as stadium seating, wall -to -wall big screens and enhanced food and beverage choices. It is the seventh chain to contract with AccesslT, raising total exhibitor commitment to its digital cinema deployment plan to over 3,000 screens. David Corkill, Owner, of Cinema West, said: "The Cinema West experience is founded on providing a unique, high - quality entertainment experience, ranging from the distinctive architecture and look of our theatres to a list of luxury amenities. Digital cinema will give Cinema West not only the best visual presentation, but unmatched flexibility and expanded programming choices. AccesslT's commitment to ensuring our success and providing all the tools and services required to support our business and the needs of our customers make them unique in the industry." Chuck Goldwater, President of AccesslT's Media Services Group and Christie /AIX, commented: "It Is visionary and enterprising exhibitors like Cinema West that are recognizing and embracing the benefits that digital cinema can create for them today. AccesslT and our partners at Christie continue to lead the transition providing exhibitors with a fully integrated solution plus a complete array of ancillary services from our Media Services Group. These include revenue - generating pre -show entertainment and alternative content programming, enabling them to capitalize on the many benefits of digital technology." "Cinema West has a distinct value proposition that they offer to the movie going public. With the addition of Christie's CP2000 digital projection solution to their theatres, they have rounded out this value proposition and can now offer the ultimate cinema experience to every person who walks through their doors," stated Craig Sholder, Vice President, Entertainment Solutions, Christie USA. AccesslT's Christie /AIX unit serves as the funding vehicle and administrator for the company's studio - supported 4,000- screen digital cinema rollout plan supported by major studios and independent distributors, among others -- and exhibitors who will receive turnkey, Digital Cinema systems in conformance Nith DCI specifications, including 2K DLP Cinema® projectors and related hardware and AccesslT's unique theatre management software. To date, Christie /AIX has contracted to install more than 3,000 systems in thirty -nine states and has completed the rollout of more than 1,200 screens with exhibitors including Emagine, UltraStar, Galaxy, Rave and Carmike Cinemas. Access Integrated Technologies, Inc. (AccesslT) is the industry leader in providing fully integrated software and services to enable the motion picture entertainment industry and all of its constituents to transition from film to digital cinema. Its studio - backed 4,000 screen ongoing deployment of digital systems is the first and the largest of its kind in the world. The company's Theatrical Distribution System software and electronic satellite delivery services provide studios and content owners with a seamless entry into the digital era while its vendor neutral Theatre Command Center and Exhibitor Management System provide exhibitors with all the tools needed to transition to digital cinema. For more information on AccesslT, visit www.accessitx.com Christie is a leader in visual solutions for world -class organizations, offering diverse applications for business, entertainment, and industry. A leading innovator in film projection since 1929 and a pioneer in projection systems since 1979, Christie has established a global reputation as a total service provider and the world's single source manufacturer of a variety of display technologies and solutions. Christie offers comprehensive solutions for cinema, large audience venues, control rooms, business presentations, training facilities, 3D and Virtual Reality, simulation and education as well as industrial and government environments. Christie solutions are used in over 75,000 locations worldwide, including more than 10.000 projectors and displays networked with ChristieNET"•' networking devices, For more information on Christie's cinema solutions and to find a theatre with Christie Digital Cinema projectors, visit www.christiedigital.com. Safe Harbor Statement Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of AccesslT officials dwiny presentations about AccesslT, along with AccesslT 's filings with the Securities and Exchange Commission, including AccesslT 's registration statements, quarterly reports on Form 10 -QSB and annual report on Form 10 -KSB, are "forward- looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act "). Forward - looking statements include statements that are predictive In nature, which depend upon or refer to future events or conditions, which include words such as "expects ", "anticipates ", "intends ", "plans ", "could ", "might" "believes ", "seeks ", "estimates" or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by AccesslT's management, are also forward- looking statements as defined by the Act. Forward- looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about AccesslT, its technology, economic and market factors and the industries in which AccesslT does business, among other things- These statements are not guarantees of future performance and AccesslT undertakes no specific obligation or intention to update these statements after the date of this release. ,ntact: Suzanne Tregenza Moore Access /T 55 Madison Avenue main site I asia site Search BusinessGreen Green Leadership i Green Debate i Green IT i Green Capital I Green ech I Green WorTi ) Home I News I In -depth I Reviews I Blog I Aud)o/Video I Resources I Jot-is � Newsletter LA LIJ21 0 a E m r ati T STOP buying in house servers r&kWM HOSTING business(.' reen.<�m Grlwninff your workplace - what works and how to make it happen 'sinessGreen .corn > News > Renewables US gets first solar- powered cinema Rooftop panel expected to offset more than two million pounds of CO2 Andrew Donoghue, BusinessGreen, 12 Sep 20019 A movie theatre in Fairfax, California is the first US multiplex cinema to take advantage of solar power, its owners claim. Cinema West, owners of the Fairfax 5 Theaters cinema complex, hp,,Q fitted out the building, originally built in 1952, with rooftop solar ,s which should offset about 1,000 tons of greenhouse gases over the lifetime of the system. Dave Corkill, founder of Cinema West, who has operated the Fairfax 1 , ,., r l i c P m P n I 5 Theatres for more than 13 years, said that he wanted a sustainable and renewable energy solution for Fairfax Theatres. "Solar energy will not only help us offset our electricity costs, but will also reduce greenhouse emissions and propagate the environmental ideals of -is progressive community," he said. According to SPG Solar, which designed and installed the system, 42 solar panels have been installed on the cinema's roof. A State rebate and Federal tax credits helped pay for nearly half of the total system cost and the remainder should be recouped in energy savings over the next five years. The system should save about $627,000 (£353,000) in its 30 -year life, SPG claims. "Over its lifetime, the PV system at Fairfax Theatre is expected to offset nearly 1,000 tons of greenhouse gases, including more than two million pounds of carbon dioxide, equivalent to removing 180 cars from the road," said Ted Walsh, sales manager for SPG Solar. resources, The Cinema West complex might be the US's first solar cinema but numerous organisations operate solar - powered mobile cinemas, such as the solar Ginuma, which was recently set up at the Glastonbury Festival in the UK. Despite Cinema West's enthusiasm for renewable energy, it is not clear at this stage whether the company's interest in solar power will jin to inform its choice of films and locals will be treated to re -runs of Empire of the Sun, Sunshine, Heat, and Shine. Permalink Comments Forward Print digg del.icio.us reddit! related content latest news .F , � : Facilities f"em, standards pull plug a1) e11eIM, guziling vending ,. machines Government standards promise to cut vending machine energy use by 42 per cent, saving five million tonnes of CO2 05 Jun 2uC19 imak Jim Politics r Mama slepS ul� climate push with federal emission targets White House announces target to cut federal greenhouse gas emissions 28 percent by 2020 01 Feb 2010 - Renewables q0r Sun keeps shining on China solar market Suntech and Trina latest AW to secure large -scale deals 01 Oct 2009 t egislation EPA fights back over Technology t - London theatre raises curtain on festivakre�.dy fuel cell Arcola Theatre debuts spin -off venture that promises to bring an end to the festival season's dirty energy secret 02 Jun 2010 � Poldics ?" f Will Carneron take key cliniate finance role et UI. talks? Announcement expected within the next week on whether David Cameron will replace Gordon Brown as co -chair of the UN advisory group on climate finance 02 Jun 2010 t>;it,;,l. , Barclays agrees £98111 purchase of carbon offset outfit Tricorona Deal expected to close during third Welcome to 4ecordnet com Get Started Neo. A9 -ii— SRbs" an orw s r u, Fur on" VcO -Ye,rr FREE Mai fmaa N*aat:aer CSe: O. Yeri wn. Nru 7 IDIr� 810 i Log In I Resister I Subscribe Wf ATln P.t TRAfFIC NOME NEWS SPORTS I ENTERTAINMENT I 11FfSTYLE .1 BUSINESS OPINION - YOUR TOWN SPECIAL REPORTS MYRECORD I CLASsinil ! RIACER SERVICES , STOCKTON • The City Council promised to 2005 to pay whatever it THIS WFFK'S t.'.OST VIEWED would take to prepare the Hotel Stockton for a fancy bar and grill, . Undercover prostitution sting nets 21 rat knowing how many millions of dollars it might cost SHARETHIS cite roan Cil lnBetill $2.5 million- exactly the amount RELATED STORIES $2.5M promised to lure restaurant into downfolvn • Paragary's eatery Is set to open in late commitment so wide open that staffers later balked at it and February Teat St, A I . The inside dish - Photo I of I 1 zoom Photo . . $2.514 eatery OK'd by Stockton Paragary's Restaurant Group and would not co9ed rent from the . From Record archives, December 2004: Coa7irreafair l7 Paragary buys into downtown Stockton Pafagai Restaurant . Paragary's delays opening of site at "Ale were asleep at the switch.' Councilmen Clem Lee sa d last Hotel Stockton ... . Stockton council gets an earful over •, $850K transfer al City Hall council chambers he is supporting it only because . Chavez defends $850,000 diversion on the second floor at 425 N Mayor Ed Chavez and City . $850K diverted from S. Stockton •, TODAY'S MOST VIFWEti - . Cutbacks strike Dameron 1 u;>rrn . Failed program haunts SUSD • . Reports: Geweke Ford will shut down llSunva;ter . Man, 78, critical after apparent assault 1.c21A. 21".. irmt In Stockton STOCKTON • The City Council promised to 2005 to pay whatever it THIS WFFK'S t.'.OST VIEWED would take to prepare the Hotel Stockton for a fancy bar and grill, . Undercover prostitution sting nets 21 rat knowing how many millions of dollars it might cost . Five shot in Stockton over 24-hour cite roan Cil lnBetill $2.5 million- exactly the amount period The promise, contained in a lease agreement, lelf the cly's financial s A sign of the crimes commitment so wide open that staffers later balked at it and a 18- year -old shat in Stockton park dies renegotiated a less uncertain but Sidi contentious deal If approved, Sign up for text - message alerts Stockton would pay at least $2.5 million to lure Sacramento -based THIS MONTH- MOST VIFWF: F, Paragary's Restaurant Group and would not co9ed rent from the Undercover prostitution sting nets 21 grill until 2072. Six shootings erupt In Stockton over Pafagai Restaurant weekend "Ale were asleep at the switch.' Councilmen Clem Lee sa d last week of the i i deal. The new contract is sound, he add Ad • Victim dies hours after suspects arrested begins at 5:30 p m. Tuesday seed in an intervien last week That . Man shot to death In Stockton alley The feeling el City Hall is that PHOTO GALLERIES MORE G �- cite roan Cil lnBetill $2.5 million- exactly the amount Read our brrogs written by Record staff. budgeted to build a fire slat on in Send us your snapshots. The City Council is north Stockton - is a reason.b!e Subm t events for our on', ne calendar. scheduled to vote on a price to pay for valet parking and Sign up for text - message alerts recommendation to pay at rooftop dining in the once- - least S25 million to open a dnapldated city core, Vice Mayor ,vii in Phntns, May Memorial Dw Sacramento -based Gary Giovanetli said 25.31 ceremon es2010 Pafagai Restaurant SPf CiAL REPORTS r.9r<F aEr� rs s Group bar And grill at the Ho.sever, Ute Stockton official in Hotel Stockton. The meeting charge of renegotiating file deel !- /ly f begins at 5:30 p m. Tuesday seed in an intervien last week That I 1 1 al City Hall council chambers he is supporting it only because on the second floor at 425 N Mayor Ed Chavez and City El Dorado St Manager Gordon Palmer do. , 1 1 Economic Development Director Steve Carrigan said 'I don't thnk is giving $2.5 million to any restaurant is a good idea " He added, 'That's a lot of taxpayer money to be spending on a MULTIMEDIA whle - tablecloth restaurant.._ Especta9y in a community that has a 5—ity video of d Pests hDelta lot of Issues, namely crime" - koi fish dea7K ilA ri-y:r.: Car rgan's comment. which he sold he also shared privately isilh �p�_"yytt_A't, W'.a twge :Yt hP in. .rton Chavez and Palmer in January, was a rare occurrence of a senior ,z Ring staffer 0 sagreeing pub5cly with a proill backed by the city ` /'',, ' i ' manager and mayor, especially since the council has supported the q,tdx. Vies and motors Paragary's deal in various voles since 2004 liE1Cy[L' t 11 r,, : -•,. The council is scheduled to consider the renegotiated deal READER IN I11I0f1 Tuesday. Read our brrogs written by Record staff. Send us your snapshots. However, Councilman Dan Chapman, who has become concerned Subm t events for our on', ne calendar. About the cost of Paragary's, said he thought the contract was set a Sign up for text - message alerts year ago Sign up for e-mail alerts Write a letter to the editor. to i 200. the council voted to approve a ieasa with Stockton Have a story Idea? Teit us about ft! City Center 16 LLC, which was to act as a land!ord at the hotel and to negotiate with Paragary's. which co "ected a similar subsidy in Sacramento in 2000. fX/k hate N rlalR our 14 -Day Ar <hhrt Advefil With Us DEAL OF THE WFEK S2 DEALS ONLINF TODAY r'.ORF Any Large OW Topping Pizza $ 12.99 Wuntain Mike's Pizza Bedroom Sets Staring at $495.00 CA Clearance Center TIRE SPECIALSI El Camino Tires Wilson Way Free Back B Neck Pain Consultation, Relief WITHOUT Surgery Spinal Care of Stockton First, Full Month Work Out- $35.00 when you mention this ad. Live wr' :. De Strong / LY,BS Group Fitness: Lhve Well- Be Strong / LWBS Group Fitness Tuesdays are Senior Days J .....,a n_., r. n..., LOCAL REVIEW Dublin Taxi + * * Al * THIS TAXI CAB COMPANY WAS Off TIME IN DUBLIN CA. DUBLIN TAXI WAS GREAT... more 111017010 FEATURED CARS ; Ve!cya.ror :�..ereoin Featured Jobs) VnileyJabFinder-.com SUPERVISOR needed Stockton, CA Classified Ad EINANC1AL BECOME Stockton, CA Classified Ad SALES Transportation Stockton, CA Classified Ad DRIVER - 2 YRS FLATBED Stockton, CA Classified Ad In that vote, the council promised taxpayers would pay whatever was necessary to prepare pan of the hotel's first floor and its rooftop more toes terrace for Paragary's. Council members commonly believed the FEATURED RENTALS Varryro nrr moor rrm cost to be $2 million to $3 million, and the council in this years annual spending plan approved a $1.9 million payment for Paragary 's and other construction costs at the Hotel Stockton. 1' r -- ""I owa I «x+Rlvrt I C0111 r us t Ary,R'Ri, t heo(r!� r k!� , e.�s) S••F w.. ! n,... se But the contract that couric)tmembers approved to Mey200� dd not sped the rppun1t�e cit µo k r rf t C e ran I vrrera,,aon�trer non l vraerHOnr�+WexXorn )!Wiry 1M�,1MoMll ,, n San %ra Y,� �!$, P 3� o`� S��?rc Lars ofoa. crow. All adrn never aid. Phvwy o�cy �a ; fens � from beingo&'c' d to pay more t an t e count, believed it might. 'if we approved something that potentially harmful to the city, it _ doesn't matter what wa thought we were approving," Lee said. 'We Sladdon, CA blew it T m Record Stockton, CA Nicer E irs... The Record s.em Chavez, who said the new deal is "pretty strong," said he did not know when he voted for the original contract that it was so open. ended. in hindsight, I guess we can question why," he sa -d. Council members rarely scour details of the agreements they approve, relying on staff to keep them informed. At the May 2005 meeting at which the council approved the prig -nal deal, Redevelopment Agerxy Director Steve Pinkerton outlined the major terms of the lease, but no council member asked how much the deal might cost. Carrigan and Pinkerton said last week that the agreement was negotiated by then -City Manager Mark Lewis. From his arrival in 2001 until his fining In January, Lewis orchestrated the reconstruction of downtown. He was praised for his results - most recent y, Stockton Arena and Stockton Ballpark - but was criticized for h s disregard of process and willingness to spend the city's money. Carrigan said he orig'nally lo'd Lewis he dd not approve of the deal, but he lined up behind him publicly because Lewis was his boss. Lewis could not be reached for Comment 'My concern was there wash I a ouaget anu theta washI a oead!,ne- by which Paragary's was required to open, said Pinkerton, a supporter of the new deal , iowever Prnkeion said Slocklon davc!orci and ,c-,s;ns Anthony and Edward Barkelt, of Stockton City Center 16 could be, busied to not exercise their right under the anginal contract to force the oty to pay even more than $2 5 million The Barketts who own the Crnepax across a plaza from the hotel have a financial interest in the complexion of downtown and in their relationship with city offrGals Pinkerton and Carrigan se a In fact, the Berkefts did not gouge the Gty. Instead, they sensed officials' uncerta'nty about Paragary's and offered to renegotiate Accardng to the proposed renegotiated deal, the Barketts and Paragary's would pay construction costs up to $750,000 that exceed the bly's $2.5 mill on subsidy. If the cost exceeds $3.25 million - city and business officials said that is un';kely - the city wou'd be required to pay 77 percent of the add t,onal amount. The proposed contract still would not impose a deadline by which Paragary's must open It is expected to start business in spring 2007. more than a year late because of po'dical upheaval foL'owing Levis' firing and because it was discovered that the hotel's gnnr was too weak to support restaurant equipment and patrons, Anthony Barkelt said. He sold plantinq Paragary's in the downtown is a "coup' for Stockton, which financed the construction of the bal;park and arena but has struggled to promote private investment downtown Randy Paragary is a legendary restaurateur In Sacramento. And in Stockton, 'There's a huge community expectation that Paragary's is going to occupy that bu'ding," Lee said Losing the deal, the original announcement of wh'ch caused citywide buzz, 'V ou!d have been a major blow to the momentum downtown;' Edward Barkett sa ?d 'The second you cut one little leg, people start doubting;' his cousin said Paragary, whom Sacramento f!agazine th,s month named one of the Sacramento area's 50 most powerful people, sa'd he would not have agreed to open a Stockton restaurant had he not been offered free rent and money to bui'd It 'I'm not in the poSfion to have taken the risk to find out (whether an upscale restaurant can succeed doamloo n) without the help of the lily," he said. Paragary, who awns 10 bars and restaurants in and around Sacramento, sad, Stockton doesn't nave the state Capitoi across the street' Even in Sacramento, which does have the Capitol. the city contributed $6 m1 on in 2000 to a project that included the open'ng of Paragary's Esquire Bar 8 GO Paragary's part of that subsidy I kely was worth about 51.5 million, but because the Esquire Bar 8 Grill is smaller than the restaurant he would open in Stockton, the cost per square fool to each city would be about the same, he said A 52.5 million subsidy is not unusual, Pinkerton sod The city spent about $8 m`!I'onto acquire land and to help build City Centre Cinemas 16, which opened in December 2003. he said In 2005, the council approved a $500,000 contribution to the deve:oper of a Sheraton Hotel, which is being erected adjacent to Stockton Arena. City Manager Palmer sold opening Paragary's is a way to draw a more affluent crowd downtown, where people with money are I kely to spend it at other shops and venues in which the c,ly has invested It is a "huge breakthrough," Giovanelh said Sean Snailh, d rector of the Buslness Forecasting Center at University of the Pacific, has studied the economic impact of downtown's redevelopment but has not specifically reviewed the Paragary's deal 'It may or may not be a wise investment." he said However, he sa!d to leave prime restaurant space vacant would be a setback "There's a eerta�n momentum factor, and it's kind of building on other projects that have already taken shape," he sa!d Carrigan said the proposed renegotiated agreement, while more palalable than the original contract, still is exorbitant However, he sad, "The political will is there. The mayor, the council members, the manager, they a1 want this I think we have the best deal we're going to get, and that's why I signed the paperwork " On Tuesday, Chavez, Lee and Giovanelh are I kely to vote in favor of the renegotiated contract; Councilman Steve Besto!andes ca'led the proposal "crazy" end said he will oppose it "This deal has kept chang -rig end changing and changing and Chang ng," he said It is less certain what Chapman and Councilwoman Leslie Baranco Martin will do. Both said they are considering it Councilwoman Rebecca Nabors did not relum telephone ca!'s for comment. Contact reporter David Siders at (209) 943.8580 or dsiders,rewrdnel rom HOME Ads by Gooata Inmersion Tablet PM -S124 Don't Stretch Your Wallet, Stretch Your Back. 30 -60% Off. From $1201 Ini 0—M coin / <.l ld Sacramepto City Guide News, Attractions, Maps, Hotels, Jobs, Travel, History, Real Estate. — Helosaaamerao coin Luxoty LIP11L5acram' 1: Hotel amenities with breakfast in room, spa tubs, WIFI. 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Copyright 02004.2010 Yelp I Updated Privacy Po!.cp r�nm: PEOPLE: HECKMANN CORPORATION (HEK) STOCKS 11, ' 'r CLICAL CONSUMER GOODS 8 SFRVICFS I BEVERAGES - NON-AI r r -' -tc OVFRVIFw NFWS KFYDFYELOPMENTS PEOPLE CHARTS FINANCIALS OPTIONS ANALYSTS RFSFARCH HEK on NewYOrk Price Change I% chg) Prev Close Day's High Volume 52 -wk High Consolidated $6.21 £5.35 539,288 56.411 5.29USD Open Day's Low Avg. Vol 52 -wk Low 2.12,n EDT $5.22 $5.19 874,780 $3.30 Login 01 ragislac VIEW PEOPLE FOR: Freer stock symbol Barkett, Edward BRIEF BIOGRAPHY Mr. Ed.vard A Barkett is Director of Heckmann Corporation a +rice February 2009. Mr. Barked is the president and founder of A9as PropeA:es, Inc, a real estate development and management firm. Mr. Barkett is also a member of the board of d rectors of Basha's, Inc Mr. Barkett received a Bachelor of Ails degree in Econom.cs Rom the Umversity of Callfom a at Los Angeles in 1988, and Juns Domrate and Master of Real Esla:e Deve'opmentdegrees from the University of Southern California In 1991. BASIC COMPENSATION Total Annual Compensation, Long -term fnctmnt Plans, All Othar, Fi —lYtar Total, OPTIONS COMPENSATION Ouantity tJarket Vllue E— rbSeb'e Unemrnsab!e - - Ex nc;sed L BASIC COMPENSATION Naroa Fiscal Year Total Heckmann, Rr ,hard 100,000 Anderson. Brian 1,027,900 Eattll, Doratal kkatm O Sa,k627,900 Recent y � rens Cvn; awes rn3rt � uapytar 6tarM SHARE Main 'etall Social Healthcare ii�z[aFuCorporation Weu, 2 7tme 2010. You are not logged in! C4e6: the latest -iQri sA neris. Do YOU want to % It's free' ,ries Nevus Gov't Industries Custom Search 'Nonprofits Patents Federal Contracts Contractors Lobbying Politics .no do you implu? CmWe f-aeAaounii Search implu: AdvmMO. inversion table 20-40% ORDER ,t. superstore .t, OFF NOW P- ike.,. C' 1-IcCKb11,1" ! On January 30, 2009, the Nominating and Governance Committee of the Board of Directors selected Edward A. Barkett as a nominee to fill a vacancy on the Board of Directors. Effective February 2, 2009, the Board of Directors unanimously confirmed the appointment of Mr. Barkett as a Class I director, and also appointed him to serve on the Audit Committee. Tags: Director Nomination Related URLs: I total votes I I Created by on 2009 -02 -03 - to vote or comment! Hurne I Stones I h[CA5 1 Ccv't News I In istrit- I Custom Sparrh I Nrnn infilr. 1 Fa ent I aogLI I Fedrral Contract[ I Contractors I Lobbying I Politic I Dovm10 s I Dashl;oard I T rmtiQt Aviv! rtrg rth ©2010 implu Corporation nwe. mn'u.com 1ECKMANN Overview Dr. Obsorne has been a member of our Board of Directors since inception, and he also serves as Chairman of our Audit Committee. Dr. Osborne is the Senior Associate Dean at the UCLA Anderson School of Management, a position he assumed in July 2003. He has been employed as a professor since 1972 and has served the school in various capacities over the years. Currently, he also serves as the faculty director of the Harold Price Center for Entrepreneurial Studies at UCLA, a position he has held since July 2003. Dr. Osborne is also a member of the board of directors of Kaiser Aluminum, Inc., a fabricated aluminum products manufacturing company, EMAK Worldwide, Inc., a marketing services company, and Wedbush, Inc., a financial services and investment firm. Dr. Osborne also serves as a director of First Pacific Advisors' Capital, Crescent and New Income Funds. Lou L. Holtz, Director Mr. Holtz has been a member of our Board of Directors since inception. Mr. Holtz became a college football television analyst for ESPN in September 2005 after his retirement as the head football coach of the University of South Carolina in November 2004. Prior to joining the University of South Carolina in 1999, Mr. Holtz held various coaching positions, including 11 seasons at the University of Notre Dame from 1986 to 1996, two seasons at the University of Minnesota from 1984 to 1985, seven seasons at the University of Arkansas from 1977 to 1983, four seasons at North Carolina State University from 1972 to 1975 and three seasons at William and Mary from 1969 to 1971. Mr. Holtz spent 1976 as the head coach of the New York Jets of the National Football League. Mr. Holtz is a noted motivational speaker and is the author of The Fighting Spirit. Andreiv D. Seidel, Director Mr. Seidel has been a member of our Board of Directors since 2008, and he also serves on our Audit Committee. Mr. Seidel is the Chief Executive Officer of Underground Solutions, Inc., a position he has held since 2006, after leading the investor group that purchased a majority of the company in late 2005. Underground Solutions, Inc., is a water infrastructure and pipeline company located in Poway, California. From 2000 to 2005, Mr. Seidel served as the Chief Executive Officer of United States Filter Corporation, then a wholly -owned subsidiary of Veolia Environment (NYSE: VE), until its sale to Siemens, AG. From 1991 to 1999, Mr. Seidel served as Chief Operating Officer for the Water & Wastewater Group of U.S. Filter. From 1990 to 1991, he was a senior consultant with Deloitte & Touche Management Consulting and from 1984 to 1989, he held various positions of increasing responsibility within the rocket motor engineering and specialty chemical divisions of Hercules, Inc. Mr. Seidel currently serves as an Advisory Council Member of VantagePoint Venture Partners, one of the largest clean technology funds in the world. Mr. Seidel has also served as a Director of Aqua America (NYSE:WTR), United States Filter Corporation (NYSE:USF) and National Waterworks, a Thomas Lee /JP Morgan water infrastructure business that was sold to the Home Depot in 2006. Mr. Seidel received his BSE in Chemical Engineering from the University of Pennsylvania in 1984, and his MBA from The Wharton School, University of Pennsylvania, in 1990. C,44 A Qo.Ln1i rli—f- Sio under "Management ". Management Dan Quayle, Director — -- Dan Quayle has been a member of our Board of Directors since Board of Directors inception, and he currently serves as Chairman of our Compensation and Nominating & Governance Committees. Mr. -__.. _. Quayle served as a congressman, senator and the 44th Vice SEC Filings President of the United States. During his tenure as Vice - -- — -- President, President George H.W. Bush named Mr. Quayle head Governance of the Council of Competitiveness, which worked to ensure America's international competitiveness in the 21st century. He has made official visits to numerous countries and was chairman of the National Space Council. Since Investor Relations leaving public office, Mr. Quayle has authored three books, including Standing Firm, A Vice- & News Releases Presidential Memoir. He established and sold an insurance business in Indiana. For two years he was - a distinguished visiting professor of international studies at Thunderbird, The American Graduate School of International Management. Mr. Quayle joined Cerberus in 1999, and currently serves as Annual Meeting Notice chairman of Cerberus Global Investments. Cerberus is one of the world's leading private investment firms, with over $27 billion in committed capital and offices in New York, Chicago, Los Angeles, Contact Us Atlanta, London, Baarn (The Netherlands), Frankfurt, Osaka and Tokyo. As chairman of Cerberus Global Investments, Mr. Quayle has been actively involved in new business sourcing and marketing for Cerberus in North America, Asia and Europe. Mr. Quayle is currently a director of Aozora Bank, Tokyo, Japan. Alfred E. Osborne, Jr., Director Dr. Obsorne has been a member of our Board of Directors since inception, and he also serves as Chairman of our Audit Committee. Dr. Osborne is the Senior Associate Dean at the UCLA Anderson School of Management, a position he assumed in July 2003. He has been employed as a professor since 1972 and has served the school in various capacities over the years. Currently, he also serves as the faculty director of the Harold Price Center for Entrepreneurial Studies at UCLA, a position he has held since July 2003. Dr. Osborne is also a member of the board of directors of Kaiser Aluminum, Inc., a fabricated aluminum products manufacturing company, EMAK Worldwide, Inc., a marketing services company, and Wedbush, Inc., a financial services and investment firm. Dr. Osborne also serves as a director of First Pacific Advisors' Capital, Crescent and New Income Funds. Lou L. Holtz, Director Mr. Holtz has been a member of our Board of Directors since inception. Mr. Holtz became a college football television analyst for ESPN in September 2005 after his retirement as the head football coach of the University of South Carolina in November 2004. Prior to joining the University of South Carolina in 1999, Mr. Holtz held various coaching positions, including 11 seasons at the University of Notre Dame from 1986 to 1996, two seasons at the University of Minnesota from 1984 to 1985, seven seasons at the University of Arkansas from 1977 to 1983, four seasons at North Carolina State University from 1972 to 1975 and three seasons at William and Mary from 1969 to 1971. Mr. Holtz spent 1976 as the head coach of the New York Jets of the National Football League. Mr. Holtz is a noted motivational speaker and is the author of The Fighting Spirit. Andreiv D. Seidel, Director Mr. Seidel has been a member of our Board of Directors since 2008, and he also serves on our Audit Committee. Mr. Seidel is the Chief Executive Officer of Underground Solutions, Inc., a position he has held since 2006, after leading the investor group that purchased a majority of the company in late 2005. Underground Solutions, Inc., is a water infrastructure and pipeline company located in Poway, California. From 2000 to 2005, Mr. Seidel served as the Chief Executive Officer of United States Filter Corporation, then a wholly -owned subsidiary of Veolia Environment (NYSE: VE), until its sale to Siemens, AG. From 1991 to 1999, Mr. Seidel served as Chief Operating Officer for the Water & Wastewater Group of U.S. Filter. From 1990 to 1991, he was a senior consultant with Deloitte & Touche Management Consulting and from 1984 to 1989, he held various positions of increasing responsibility within the rocket motor engineering and specialty chemical divisions of Hercules, Inc. Mr. Seidel currently serves as an Advisory Council Member of VantagePoint Venture Partners, one of the largest clean technology funds in the world. Mr. Seidel has also served as a Director of Aqua America (NYSE:WTR), United States Filter Corporation (NYSE:USF) and National Waterworks, a Thomas Lee /JP Morgan water infrastructure business that was sold to the Home Depot in 2006. Mr. Seidel received his BSE in Chemical Engineering from the University of Pennsylvania in 1984, and his MBA from The Wharton School, University of Pennsylvania, in 1990. C,44 A Qo.Ln1i rli—f- "Uvwalu N. U01MULty "11V11wl Mr. Barkett joined our Board of Directors in 2009, and he also serves on our Audit Committee. Mr. Barkett is the president and founder of Atlas Properties, Inc., a real estate development and management firm. Mr. Barkett is also a member of the Board of Directors of Bashas', Inc. the largest grocery store chain in the State of Arizona, and a member of the Board of Directors of the San Joaquin Partnership, a public /private economic development corporation dedicated to job creation in San Joaquin County, California. For nearly 20 years, Mr. Barkett has been actively involved in building and managing complicated businesses, and in real estate investing, development, construction, leasing, and financing throughout the United States. Mr. Barkett received a Bachelor of Arts degree in Economics from the University of California at Los Angeles in 1988, and a Juris Doctorate and Master of Real Estate Development degrees from the University of Southern California in 1991. r� ?oto, HcO..mann Corporation �t,e en9ih�o s 010 Become a member j Log In Ponfolio I Forbes Magazine - Iusi Ff 11/issue klake Forbes.com My Home Page Bookmark This Page Horne Page for the world's. Business Leaders Free Trial Issue ' ` _ r. Sear eh I Stock Quote CLICK HERE 'i 40J, 111 _.. ,. - Add Authors U.S. EUROPE ASIA Home Lists Business Tech Markets Personal Finance Entrepreneurs Leadership ForbesLde Opinions New Autos eal ona•res Energy Logistr..s Media & EntertaMment Pharma 8 Health SoonsMoney Wall Street Washinglo- E -Mail I 1del,tcio.us I Share ( j7RSS I Print Edward A. Barkett Director i ieckmann Corp Palm Desert, CA Sector: FINANCIAL / Diversified investments 43 Years Old Edward A. Barkett has served as a director since February 2009. Mr. Barkett is the president and founder of Atlas Properties, Inc., a real estate development and management firm. Mr. Barkett is also a member of the board of directors of Basha ?s, Inc. the largest grocery store chain in the State of Arizona, and a member of the board of directors of the San Joaquin Partnership, a public /private economic development corporation dedicated to job creation in San Joaquin County, California. For nearly 20 years, Mr. Barkett has been actively involved in building and managing complicated businesses, and in real estate investing, development, construction, leasing, and financing throughout the United States. Mr. Barkett received a Bachelor of Arts degree in Economics from the University of California at Los Angeles in 1988, and Juris Doctorate and Master of Real Estate Development degrees from the University of Southern California in 1991. News Wire Headlines rol RSS Feed on Edward Bafkett 10 Heckmann Corp. names movie producer to board AP mow►" i Wire Headlines > vnihi $w Or, ADVERTISEMENT "I think the key thinq is that I lister, to custnmers and then deliver thr %olvtrcrrls that match then needs:" Search Corporate Executives and Directors Name (e.g. Bill Gates) Enter Ticker Symbol: _ F__— J Lookup Symbol Company: Heckmann Corp (HEK) Top Executives at Heckmann Corp Richard J Heckmann CEO /Chairman of the Board /Director Brian R Anderson CFO /Chief Accounting Of icer[TreasurerNice President Donald G Ezzell, J.D. Vice President/General Counsel /Secretary Edward A. Barkelt Director Alfred E Osborne Director Robert B Simonds Director Dan Quayle Director Lou L Holtz Director Andrew D Seidel Director See All Executives and Directors at Heckmann Corp> Org Chart Wiki See Org Chart for HEK > Forbes Attache You Navigate. We Notice. Recommended content blli,'nrl n-1 units i-it, +ra ;ts. News by E -rna,i Get stories by E -Mail on this topic ' 1're .... I .............................................. ............................... TOPIC ALERTS: r Edward A. Barkett r HEK ............................. ............................... I .................. Become a member FREE Already a Member? Log ................................................... ............................... Enter Username ter E -Mail Address CLICK HERE 11 Personalize Forbes.com L� — GAtlasABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US Atlas Properties is a real estate investment and management company. We do Real Estate Syndication, Commercial I Residential Investments, and Real Estate Brokerage Services. In The News Atlas was recently named as the 123rd fastest growing private company in the US by Inc. Magazine W5 » Read more Featured Protect Atlas recently acquired the Liberty lah))Lofts, a luxury condo development in the Crossroads arts district in Kansas City . Read more Featured In: MC�Rg U �g Star-Telegram Ir 0 136 I iessPress ' Entt'ejle mr, Copyright 2009 Atlas Properties t: Follow Atlas on Twitter ; Im View our Lmkedln profile I All y�:xErxd � S rr rt r Rr� JSouallwisl Tell -a -i riend ABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US STRATEGY Strategy Atlas prides itself on its innovative approach to identifying and investing in superior investment opportunities. We take a proactive investment approach, as well as have significant post - closing asset management expertise that we make available to our operating partners to enhance investment returns. Superior Underwriting and Sourcing of Deals Our investment strategy is grounded in continuing research and unparalleled due diligence, both in response to individual investment opportunities, and on a broader basis, to identify opportunities that arise from both secular changes and cyclical trends. We encourage our investment team to identify early trends and opportunities that may enable us to focus our investment in areas or faciliate new deals in these areas. Each prospective invesment is also analyzed in light of larger trends (broader market studies, demographic changes, economic data and the like) as well as micro trends (appraisal data, submarket data and the like). While not all investment research leads to the consummation of a transaction, the process often yields unique ideas and uncovers opportunities unrecognized by many of our competitors. Investing in Relationships FT We work hard to build and maintain relationships with successful, knowledgeable, and 4 disciplined partners in selected real estate submarkets. Our operating and development partners bring captial along with their depth of experience and successful track records while we bring captial and our own strategic and operational business experience and - relationships. We offer significant value to our investment and operating partners are always guided by a commitment to integrity, transparency, and fairness. In addition, through Atlas or our individual employees, we invest in each of our real estate investments. In this fashion, we ensure that members of our team have a personal financial commitment to each investment we make, further aligning those interests with those of our investors and our operating partners. Featured in: FORTUNE Stu- IblegMm Inc Rtisl`nessPress i ` Entrepreneur RVSI SMALL NESS Copyright 2009 Atlas Properties t Follow Atlas on Twitter I ID View our Linkedln profile fwAtlas xfi G n 9� =J SocialTwisl Tell -a -Friend ABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US FUNDS Funds Atlas has formed a close ended $6 -8 million opportunity to purchase distressed residential assets in the DFW area to either sell for short-term profit, sell via owner financing, or lease. This fund is designed to be liquidated in 3 -5 years with no new investments originated after year three. This fund was launched in early 2010 and has begun acquiring properties. If you are an investor, you are able to access the funds investment portal. Please use the login button to access this information. For more information, contact Jordon@atlasprops cons Featured In: QRTt N1 StarTelegram 0 BtisikssPress • Entr epr'eneilr' Copyright 2009 Atlas Properties ; Follow Atlas on Twitter I m View our Linkedin profile • 4 i I r. [�7 �� r f •, lit tierFF.*I • j n i:Tf.I ILI N i ! ti . ,'W ' z S..WTw, tt- a-Friend ABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US MDKEU USE Mixed Use Historic Electric Building • 18 story high -rise located in downtown Fort Worth . 106 residential apartments and 4 commercial spaces o National historic recognition • Owned and managed by Atlas Properties Acquired in 2009 Fealured In: FORT 1UNf� StarTelegram I;ul mcssllress 1= Entrepr ile it SMALL 6 96 Copyright 2009 Atlas Properties lv Follow Atlas on Twitter I IM View our lmkedin profile ix SociaRwisl Tell -a- Friend &;Atias ® ABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US COMPANY OVERVIEW 8t VALUES Company Overview & Values :7 Since established in 2004, Atlas Properties has evolved into a leading, full - service real 1�' Y A f r_ " �' 1'. estate organization. Atlas is a multi- faceted real estate company that provides real estate yJ x? r ,, r } ,t. investment, syndication, development, and various management services. Atlas owns ` * " property in multiple markets throughout the United States with Dallas/ Fort Worth being our primary market. Tr zYr� }t }.} jT _ fl U 4 G ; Our vision is to create a well respected national brand in the real estate investment r Ir c x * .ri industry and to be recognized as an industry leader in real estate investment services. iFrlttl: F Its ,71ML t n Yom.f M 1l >< �! _ ?;Y w Our mission is to leverage our talents and resources to reinvent our industry and �. r create substantial value for our investors, clients, and employees. Our care valuer emphasize entrepreneurship, integrity, sustainability, transparency, and distinction. Featured In. FORTUNE StarTelegram (�uslri�SS('reSS + • Entreprmwr Copyright 2009 Atlas Properties r Follow Atlas on Twitter t View our Linkedln profile :7 to Atlas i .. 1. rK IIi4i !:Y tI' r tt;r -1 x �L r A J SocialTwist Tell -a- Friend ABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US SOCIAL RESPONSIBILITY Social Responsibility As we become an industry leader, it is our responsibility to protect and enhance the environment. As an organization, we have made it a focus to continually seek and implement environmentally - friendly opportunities and practices. We support a 'Green' lifestyle and workplace Energy EKclency • Energy - Efficient appliances • Sub- metering of utilities resulting in lower energy/water bills • Exceed local regulations and codes for energy efficiency • Support expanding co- generation projects, such as solar power panels on roofs to reduce carbon energy Responsible Land Use • Higher population density and therefore use less land than other forms of housing • Heavy interest in difficult in -fill and re- development projects to decrease land use Conservation of Natural Resources • Low -flow showers and toilets, to conserve water s Online leasing, service requests, and payment processing to reduce the use of paper • Water conservation focus and re -use projects to reduce stress on local water systems t Construction waste reduction and recycling programs to minimize the use of natural resources Focus on Indoor Conditions c Modern HVAC systems to provide the best possible indoor air quality e Modern lighting fixtures and elements to create well -lit indoor conditions with minimal energy use Featured In: FORT UNE StarTelegram a B(ismcssPress 1 • Entrepreneur Copyright 2009 Atlas Properties I t Follow !Atlas on Twitlrr i IM View our Linkedln profile JSocial I V, i ABOUT ATLAS PROPERTIES SERVICES INVESTORS MEDIA ROOM CONTACT US KEY DIFFEREIvTIATORS Key Differentiators People- We have developed an organization and infrastructure that is characterized by intense amibtion, pride, integrity, entreneurship, and personal commitment. The company is seen as an unbeatable opportunity to those who would consider joining us -- and operates in a way that the top performers have no reason to seek greater professional fulfillment elsewhere. Atlas Real Estate Services- Atlas is a full - service real estate company with integrated *" acquisition, repositioning, management, marketing, and construction capabilities. We have the capabilities to be as involved as we like in our various projects depending on r t r r T " ' t; whether or not we think we are the best people for the job. tar c I x ; `� Transparency- We pride ourselves on providing real time data for our various funds and projects. We offer the ability to access an abnormal amount of information and rip essentially keep our books wide open for our partners to see. 21 a n ` <y We align ourselves with our investors- Simply stated, we put our investors first. In many ,IN y _} cases, our fees are reimbursable if specified targets aren't met. We put our money where v #�;r wilt M C is , .. v our mouth is and invest our own money in all of our originated and syndicated projects o zT` and funds. r!i Zjt g r as Sustainabilit Y- Sustainable development and redevelopment will play a large role in the future of real estate and we are ready for it. Atlas has the tools, knowledge, and r experience to provide maximum sustainability benefits while still making it economical. All of our projects incorporate some level of economicly viable sustainability components. Entrepreneurial Spirit- We constantly look for new opportunities and welcome challenges because they bring out the best in our abilities and provide meaningful professional growth. We remain flexible in our approach and realize things change fast. We operate with an entrepreneurial mentality to take advantage of market changes. We also support the Global Student Entrepreneur Awards, a program that rewards top rollegc entrepreneurs in the world. Our founder is a former winner. Featured In; FORTUNE Star- TWe9TdM Inc htitilncssPress a ' EC11C�pC'e[lf'UC' SMALL BUSINrSS Copyright 2009 Alias Properties t Follow Atlas on Twitter I mi View our Linkedin profile I I 4 i I x 4 PA PIN t L' 0 no v Q1'/ P LO .-r Ik V u 3 H u C H L ur a oc a H z CW C a O. W W in u1 cc mi Cr LL Q LtJ f.. d W Q. Q VV, moo" • v 1 a.� 4d L t 4.1 .w` r v.w C.� `J 1 oftlo +� wr w• ✓O* `r.rw M i Ee '0 DNgi* ► ' •' Risk Management ATTN :John Palyo Report Printed:August 23, 2010 Live Report : CORKILL, DAVID D- U -N -SO Number: 96- 333 -9689 Trade Names: CINEMA WEST THEATRE Endorsement /Billing Reference: jpalyo @nationaldevelopmentcw D &t3 Address Address 515 E Washington St Ste C Petaluma,CA - 94952 Phone 707 762 -0990 Fax Company Summary Score Bar PAYDEX® NA Commercial Credit Score Class Financial Stress Class 3 T _ Credit Limit - D &B Conservative 1,000.00 D &B Rating DS PAYDEXO Trend Chart D &B does not have enough Information on this company to build a PAYDEX Trend Chart. Predictive Scores Credit Capacity Summary (Endorsement; jpalyo @nalionaldevelopmentco Location Type Single Location Web Currency: Shown in USD unless otherwise indicated L D &B Company Overview This Is a single location Mailing Address PO Box 750595 Petaluma,CA94975 Manager DAVID CORKILL, OWNER Employees — Undetermined SIC 7832 Line of business Motion picture theater NAICS 512131 Currency: Shown in USD unless otherwise indicated t This credit rating was assigned because of D&Bs assessment of the companys creditworthiness. For more information, see the D&B Rating Key D &B Rating : DS The DS rating indicates that the information available does not permit D&B to classify the company within our rating key. Number of Employees Undetermined Total: I Payment Activity: (based on i experiences) Average High Credit: 2,500 Highest Credit: 2,500 Total Highest Credit: 2,500 D &B Credit Limit Recommendation ............. ........................ .................. ............... .................. ............. .............. _............... . Conservative credit Limit 1,000 Aggressive credit Limit: 5 4 3 2 5,000 Risk category for this business : LOW High Moderate Low This recommended Credit Limit is based on the company profile and on profiles of other companies with similarities in size, industry, and credit usage. Risk is assessed using D &Bs scoring methodology and is one factor used to create the recommended limits. See Help for details. Financial Stress Class Summary ............................................................................................................................................... ............................... The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state /federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D &Bs extensive data files. The Financial Stress Class of 3 for this company shows that firms with this class had a failure rate of 0.24% (24 per 10,000), which is lover than the average of businesses in D & B's database Financial Stress Class : 4 2 1 High- - - - - -- - -------- - —Lata Moderate risk of severe financial stress, such as a bankruptcy, over the next 12 months. Probability of Failure: • Among Businesses with this Class: 0.24 0/0 (24 per 10,000) • Financial Stress National Percentile: 52 (Highest Risk: 1; Lowest Risk: 100) • Financial Stress Score : &nbsp 1474 (Highest Risk: 1,001, Lowest Risk: 1,875) • Average of Businesses in D &Bs database: 0.48 0/0 ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors: • Higher risk industry based on failure rates by industry. • Higher risk state based on failure rates by slate. Financial Stress Percentile Trend: D &B does riot have enough information on this company to build a Financial Stress Percentile Trend Chart. Notes: • The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. • The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. • The Financial Stress National Percentile reflects the relative ranking of a company among all storable companies in D &Bs file. • The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 2 Public Filings Currency: Shown in USD unless otherwise indicated r Summary ........ ... . .... ....... .............. .............. ............................................. ............................................... .... I............................ A check of D &B's public records database indicates that no filings were found for CORKILL, DAVID at 515 E Washington St Ste C , Petaluma CA. D &B's extensive database of public record information is updated daily to ensure timely reporting of changes and additions. It includes business - related suits, liens, judgments, bankruptcies, UCC financing statements and business registrations from every state and the District of Columbia, as well as select filing types from Puerto Rico and the U.S. Virgin Islands. D &B collects public records through a combination of court reporters, third parties and direct electronic links with federal and local authorities. Its database of U.S. business - related filings is now the largest of its kind. History & Operations Currency: Shown in USD unless otherwise indicated r Company Overview Company Name: CORKILL, DAVID Doing Business As : CINEMA WEST THEATRE Street Address: 515 E Washington St Ste C Petaluma , CA 94952 Mailing Address: PO Box 750595 Petaluma CA 94975 Phone: 707 762 -0990 History .......................................................................................................................................................... ............................... The following information was reported' 07/12/2010 Operations ................. ................. ............................... I .................... I ......... .....,...... .........,............................................................. 07112/2010 Description: Employees: SIC & NAICS Operates motion picture theaters. Undetermined. SIC: Based on information in our file, D &B has assigned this company an extended 8 -digit SIC. D &B's use of 8 -digit SICs enables us to be more specific about a company's operations than if we use the standard 4 -digit code. The 4 -digit SIC numbers link to the description on the Occupational Safely & Health Administration (OSHA) Web site. Links open in a new browser window. 7832 0000 Motion picture theaters, except drive -in NAICS: 512131 Motion Picture Theaters, Except Drive -In Financials Currency: Shown in USD unless otherwise indicated -- Company Financials: D &B 6 D &B currently has no financial Information on rile for this company. You can ask D &B to make a personalized request to this company on your behalf to obtain Its latest financial Information by clicking the Request Financial Statements button below. Additional Financial Data ... . ................................................................................................................... ............................... Request Financial Statements ........ - .................................................................................................................................................. ............................... Request Financial Statements Requested financials are provided byCORKILL, DAVIDand are not DUNSRight certified. Key Business Ratios ...... —.........- ...................... ............................... D & B has been unable to obtain sufficient financial information from this company to calculate business ratios. Our check of additional outside sources also found no information available on its financial performance. To help you in this instance, ratios for other firms in the same industry are provided below to support your analysis of this business. Based on this Number of Establishments 63 Industry Norms Based On 63 Establishments This Business Industry Median Industry Quartile Profitability Return on Sales UN 2.2 UN Return on Net Worth UN 8.2 UN Short -Tenn Solvency Current Ratio UN 1.8 UN Quick Ratio UN 1.4 UN Efficiency Assets /Sales UN 56.8 UN Sales / Net Working Capital UN 5.4 UN Utilization Total Liabilities / Net Worth UN 69.0 UN UN = Unavailable Detailed Trade Risk Insight7`4 Detailed Trade Risk Insight provides detailed updates on over 1.5 fifo4�4V,2ht2S0 million unique supplier /purchaser relationships. generate 12 month Days Beyond Terms (a minimum of 3 trade experiences from at least 2 companies). Days Beyond Terms - Past 3 & 12 Months There is not sufficient reported trading activity to Derogatory Events Last i Months from Apr 10 to Apr 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 1 month trend from Apr 10 to Apr 10 Status Apr -10 1 Total 0 Current 1 -30 Days Past Due 31 -60 Days i Past Due f 61 -90 Days Past Due -! 90+ Days Past Due This information may not be reproduced in whole or in part by any means of reproduction. © 2005 -2010 Dun & Bradstreet, Inc. is 8 DNB!' Risk Management, ATTN:John Palyo Report PrInted:August 23, 2010 Live Report : ATLAS PROPERTIES, INC D-U-N-S@ Number: 80-379-9105 Trade Names: ATLAS PROPERTY MANAGEMENT Endorsement/Billing Reference: jpalyo@nationaldevelopmentco D&B Address Address 2800 IN March Lane Ste Location Type Headquarters 360 Slockton,CA - 95219 Web w�my.a t1a spropertiesinc. corn Phone 209476 -1927 Fax Company Score Bar ............. I ............................. I ............................. PAYDEX0 0' 79 -C-o- m--m- e--rcial Credit Score Class 3 Financial Stress Class 2 Credit Limit - D&B Conservative 15,000.00 D&B Rating BA4 PAYDEX& Trend Chart .......................... 100— T, : : 70 60 50 40 10 20 till 9)09 11/09 1/010 31010 5/0110 7i010 10/09 12!09 2/010 4/010 61010 6101( e This Company k- Industry8en(himult D&B Company Overview This Is a headquarters location Branches) or Divislon(s) Y exist Bankruptcies Chief Executive EDWARD A 0 BARKETT, PRIES Year Started 1995 (Endorsement: jpatyo@naUonaldeve1oprnentco Currency: Shown in USD unless otherwise indicated t Public Filings .................. The following data includes both open and closed filings found in D&B's database on this company. Record Type Number of Most Recent Records Filing Date Bankruptcies 0 Judgments 0 Liens 0 Suits 0 UCCs 1 08127/03 The public record items contained herein may have been paid, terminated, vacated or released prior to today5 date. I Employees 10 (3 Here) Flnancing -- -- -- ----- _ -_.._ SECURED -- SIC 8742 , 8531 Line of business Management May 12, 2010 because the company consulting statement. services, real the companys rating history estate agent/ -- —_ -_•- -- manager -- — NAIC8 _ 541611 History Statue CLEAR Corporate Linkage Subsidiaries (Domestic) ............................................................................................................................................................ ............................... cCompany` d U -N =SCE NUMBER CREEKWOOD CARE CENTER LLC NOVATO , California 05- 101 -5548 Branches (Domestic) !Company City, State D= U -N -S® NUMBER ATLAS PROPERTIES, INC STOCKTON , California 01 -520 -6365 ATLAS PROPERTIES, INC RENO, Nevada 10- 400 -5058 ATLAS PROPERTIES, INC STOCKTON , California 05- 492 -7848 Predictive Scores Currency: Shown in USD unless otherwise indicated F Credit Capacity Summary This credit rating was assigned because of D &Bs assessment of the companys creditworthiness. For more information, see the DSB Rating Key D &B Rating : EIA4 Financial Strength: BA indicates 300,000 to 499,999 Composite credit appraisal: 4 is limited The Rating was changed on May 12, 2010 because the company submitted a current financial statement. Below is an overview of the companys rating history Number of Employees since 01 -29 -1997 Total: 10 (3 here) D &B Rating Date Applied BA4 05 -12 -2010 1133 11 -24 -2009 As of 12/31108 1R2 01 -12 -2006 Worth: 404,793 21R2 03 -18 -2003 2R3 03 -06 -2002 1R3 03 -17 -1999 'Payment Activity: (based on 60 experiences) 2R3 02 -13 -1999 Average High Credit: 3,291 21R4 02 -18 -1998 Highest Credit: 45,000 2R3 03 -26 -1997 Total Highest Credit: 134,100 — 01-29-1997 D &B Credit Limit Recommendation Conservative credit Limit 15,000 5 4 3 2 1• Aggressive credit Limit: 30,000 t r Risk category for this business : LOW High Moderate Low This recommended Credit Limit is based on the company profile and on profiles of other companies with similarities in size, industry, and credit usage. Risk is assessed using D &Bs scoring methodology and is one factor used to create the recommended limits. See Help for details. Financial Stress Class Summary ........ ...................................................................................................... ............................... . The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state /federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D &Bs extensive data files. The Financial Stress Class of 2 for this company shows that firms with this class had a failure rate of 0.09 % (9 per 10,000), which is lower than the average of businesses in D & B's database Financial Stress Class : 5 4 1 High Low Moderate risk of severe financial stress, such as a bankruptcy, over the next 12 months. Probability of Failure: • Among Businesses with this Class: 0.09 % (9 per 10,000) • Financial Stress National Percentile 69 (Highest Risk: 1; Lowest Risk: 100) • Financial Stress Score : &nbsp 1511 (Highest Risk: 1,001; Lowest Risk: 1,875) • Average of Businesses in D &Bs database: 0.48 % ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors: • Limited number of comparative financial statements. • Low proportion of satisfactory payment experiences to total payment experiences. Financial Stress Percentile Trend: 100— (' 9U — 80— 70— 60 — 50— 40— 30 — 20 — 10 — UN — 3 100 — National % This Business 69 Region: PACIFIC 52 Industry: BUSINESS, LEGAL AND ENGINEERING 52 SERVICES Employee range: 10 -19 66 Years in Business: 11 -25 68 I 1 1 1 1 i ! 1 j , f • t f r t i { i ! 80 , r1 I •_• /7r___... —. -..� ... ......77.. .._ 7�. .... ��r .... .��1.. _...-71 ---------- . _... -;- I 1 1 4 1 4 e 4 1 I t7O— 1 L _______i 1 ------- f 1 1____ _ 1_._____ t t.....__ J4 __.__..J.______d___— __— L____ —. _L___--- _L— ___ —_.f. Y 1 1 1 1 4 i i 1 1 1 f 4 1 1 I f 1 1 � r 4 F / 1 1 1 1 1 t 1 1 1 4 1 1 1 1 1 1- 40 — - - - - - - - - _-._-_. i -__.--- i-- ----- i-- ---- _7- --- - -- ------- -- -- - - - - - }• - - - - - - - - - - - - - .-- - - - -4- - 30 1 I 1 t 1 1 1 1 i / 1 1 1 1 1 L 1 1 1 1 1 1 1 1 i 1 1 I ! 1 t 1 ) 1 1 4 1 1 1 1 1 1 1 1 t 1 I . 1 1 I 1 s 1 1 1 / f s 1 1 1 1 1 f 1 r t t c 1 � UN — 9/09 10109 11109 12/09 1/10 2/10 3/10 4/10 5/10 6/10 7110 8/10 • This Company Notes: • The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. • The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. • The Financial Stress National Percentile reflects the relative ranking of a company among all scorabfe companies in D &Bs file. • The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100- 90 80 70 60 50 40 30 20 U►1 This Business Region Industry Employee Range Years in Business PACIFIC BUSINESS, LEGAL 10 -19 11 -25 AND ENGINEERING SERVICES Norms National % This Business 69 Region: PACIFIC 52 Industry: BUSINESS, LEGAL AND ENGINEERING 52 SERVICES Employee range: 10 -19 66 Years in Business: 11 -25 68 This Business has a Financial Stress Percentile that shows Lower risk than other companies in the same region. CIS Lower risk than other companies in the same industry. Lower risk than other companies in the same employee size range. Lower risk than other companies with a comparable number of years in business. 4 Credit Score Summary ................................................................................................................................. ............................... The Commercial Credit Score predicts the likelihood that a company will pay its bills in a severely delinquent manner (90 days or more past terms), obtain legal relief from creditors or cease operations without paying all creditors in full over the next 12 months. Scores are calculated using a statistically valid model derived from D &B's extensive data files. The Credit Score class of 3 for this company shows that 18.4% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database. Credit Score Class : 5 4 3 2 1 ----- - - - - -- -- - - - - -- ---- -- - - -- High Low Incidence of Delinquent Payment • Among Companies with this Classification: 18.40 • Average compared to businesses in D &Bs database: 23.50 % • Credit Score Percentile : 40 (Highest Risk: 1; Lowest Risk: 100) • Credit Score : 415 (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors: • General area credit conditions. • Business is privately field. • High proportion of past due balances to total amount owing. • Most recent amount past due. • Low proportion of satisfactory payment experiences to total payment experiences. • Composite credit appraisal is rated limited. Credit Score Class Percentile Trend: 100 — 1 , 1 1 1 1 r 1 ir 90— .._ .. -- - - - - -- 1 1 i • i 1 ........ i f 1 i , f , 1 1 1 1 1 ea— 70- 1 • i i � 1 1 , 1 , 1 60- • ! f i i i f i t 1 , 1 50— 48 40 — r. y. t qh T 1... ... r.• r- 1 j„ �. 33 33 , ' 1 3 E _ .` • l , t . , i - • 1 _f _ .' . I 1 F / 1 1 I 1 l 1 7 1 1 ( 1 1 f UN — 9/09 10/09 11!09 12109 1!10 2/10 3/10 4,110 5/10 6/10 7110 8110 t This Cainpany Notes: • The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency. • The incidence of delinquency shows the percentage of firms in a given percentile that are likely to pay creditors in a severely delinquent manner. The average incidence of delinquency is based on businesses in D &B's database and is provided for comparative purposes. • The Commercial Credit Score percentile reflects the relative ranking of a firm among all scorable companies in D &B's file. • The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100- 90 80 70 60 60 40 30 20 Ulf This Business Region Industry Employee Range Years in Business PACIFIC BUSIIIESS, LEGAL 10 -19 11 -25 AND ENGINEERING SERVICES �Ntsrfris This Business Region: PACIFIC Industry: BUSINESS, LEGAL AND ENGINEERING SERVICES Employee range: 10 -19 Years in Business. 11 -25 40 46 46 75 76 This business has a Credit Score Percentile that shows: Higher risk than other companies in the same region. Higher risk than other companies in the same industry. Higher risk than other companies in the same employee size range. Higher risk than other companies with a comparable number of years in business, Trade Payments Currency: Shown in USD unless otherwise indicated D &BPAYDEK® The D &B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D &B by trader references. Learn more about the D &B PAYDEX Timeliness of historical payments for this company. Current PAYDEX is 79 Equal to 2 days beyond terms ( Pays more promptly than the average for its industry of 3 days beyond terms ) Industry Median is 78 Equal to 3 days beyond terms Payment Trend currently ! I is I Unchanged, compared to payments three months ago Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Total payment Experiences in D &Bs File (HQ) 50 Payments Within Terms (not weighted) 90% Trade Experiences with Slow or Negative Payments( %) 8.00% Total Placed For Collection 0 Average High Credit 3,291 Largest High Credit 45,000 Highest Now Owing 45,000 Highest Past Due 250 6 D &B PAYDEX 790- 100 120 Days 30 Days prompt qar govr • it High risk of late payment (Average 30 to 120 days beyond terms) • r Medium risk of late payment (Average 30 days or less beyond terms) • t� Low risk of late payment (Average prompt to 30+ days sooner) When weighted by amount, payments to suppliers average 2 days beyond terms 3 -Month D&B PAYDEX 790 1 100 Ij-4e. 120IDays 30 Da,p 9,jv 9 c Ptoropt • High nsk of late payment (Average 30 to 120 days beyond terms) • !.. Medium risk of late payment (Average 30 days or less beyond terms) • (& Low risk of late payment (Average prompt to 30+ days sooner) Based on payments collected over last 3 months. When weighted by amount, payments to suppliers average 2 days beyond terms D &B PAYDEX® Comparison _. .............. _...... . .............. ......................................................................................................................... Current Year PAYDEX® of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Management consulting services, real estate agent/manager , based on SIC code 8742 . 9/09 10/09 11/09 12/09 1/10 2/10 3/10 4/10 5 /10 6110 7/10 8/10 This Business 77 77 79 79 79 Shows the trend in D &B PAYDEX scoring over the past 12 months. inn— Industry Quatilles r " 79 79! 74 go— 80 79 39 . 79 9 Median 79 y r J 1 Lower r r , � , , r r •to._ 67 1 r r i 1 1 UN 9.19 10!9 11/9 1219 1/10 2110 3110 4110 5110 G /10 7110 ti /10 Q3 Q4 01 Q2 This Company Indust] y Upper 25°a Industry Loner 25' 4 Industr y btediatt 9/09 10/09 11/09 12/09 1/10 2/10 3/10 4/10 5 /10 6110 7/10 8/10 This Business 77 77 79 79 79 79 79 79 79 79 79 79 Industry Quatilles Upper 80 80 80 Median 79 79 78 Lower 70 69 67 • Current PAYDEX for this Business is 79, or equal to 2 days beyond terms • The 12 -month high is 79 , or equal to 2 DAYS BEYOND terms • The 12 -month low is 77 , or equal to 5 DAYS BEYOND terms Previous Year Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Management consulting services, real estate agent1manager , based on SIC code 8742 . F loo — ; 1 I 1 —•_— .._.._•�_ �• ----------------- --- - - - --- - --. ....... ,___ -- _ i- r 1 .a..__.__--- .—__„__.,J____—_-.-,_—..____.1._-—.--.L__..__-i—._---_._J___--_—.�. ------- 4------- � 3 , 9/08 10 /08 11/08 12/08 1109 2/09 3/09 4/09 S /09 6/09 7109 8109 Q3 04 01 Q2 This Company _ Industry Upper 2SY Industry lower 25% a Industry Median Previous Year 09108 12108 03109 08109 0,68 04'08 01109 02'09 This Business 75 76 76 76 Industry Quartiles Upper 80 80 80 80 Median 79 79 79 79 Lower 71 70 70 71 Based on payments collected over the last 4 quarters. • Current PAYDEX for this Business is 79 or equal to 2 days beyond terms • The present industry median Score is 78 , or equal to 3 days beyond terms • Industry upper quartile represents the performance of the payers in the 75th percentile • Industry lower quartile represents the performance of the payers in the 25th percentile Payment Habits For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Withtn Terms , Over 100,000 0 0 G/ , 50,000- 100,000 15,000 - 49,999 0 0 G 5,000- 14,999 1.000-4.999 3 85,000 100 Under 1,000 3 22,500 89 11 18,500 93 i 23 5,650 901/. 11111 Niel' III Pilo 11111 Based on payments collected over last 12 months. For all Payment experiences reflect how bills are met in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Payment Summary ... .......... I-- ... I ............................. ...................................... ............................................................................................... There are 50 payment experience(s) in D &Bs file for the most recent 12 months, with 31 experience(s) reported during the last three month period. The highest Now Owes on file is 45,000. The highest Past Due on file is 250 13 Below is an overview of the companys currency - weighted payments, segmented by its suppliers primary industries: Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company Date Total 3 Wti h in. Selling Last Sale Days Slow I Revd Total o Largest � Terms <31 3061. 90 1-16y Aal ` (month) 07110 Ppt 45,000 45,000 0 1 mo Ppt 2,500 .. 0 1 mo .. Top Industries 2,500 2,500 0 1 mo Ppt 1,000 1,000 Nonclassified 9 12,600 5,000 80 20 0 0 0 Short-lrm busn credit 4 60,150 45,000 100 0 0 0 0 Misc equipment rental 3 2,850 2,500 96 4 0 0 0 Whol office equipment 3 1,750 1,000 100 0 0 0 0 Misc business service 3 1,350 1,000 87 13 0 0 0 Hvy const eqpt rental 2 10,750 10,000 100 0 0 0 0 Whol lumber /millwork 2 3,500 2,500 100 0 0 0 0 Security systems Svcs 2 1,100 1,000 100 0 0 0 0 Whol general grocery 1 25,000 25,000 100 0 0 0 0 Electric services 1 7,500 7,500 100 0 0 0 0 Mfg public bldg furn 1 2,500 2,500 50 0 0 50 0 Investment advice 1 1,000 1,000 100 0 0 0 0 Photocopying service 1 500 500 100 0 0 0 0 Mfg soap /detergents 1 250 250 50 50 0 0 0 Telephone communictns 1 250 250 100 0 0 0 0 Whol chemicals 1 250 250 50 0 0 50 0 Industrial launderer 1 100 100 100 0 0 0 0 Misc business credit 1 100 100 100 0 0 0 0 Mortgage banker 1 100 100 100 0 0 0 0 Personal credit 1 50 50 100 0 0 0 0 Other payment categories Cash experiences 10 2,450 750 Payment record unknown 0 0 0 Unfavorable comments 0 0 0 Placed for collections: With U&B 0 0 0 Other 0 N/A 0 Total in DBBs file 50 134,100 45,000 Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company Date Selling Last Sale Reported Paying Record High Credit Now Owes Past Due Terms Within (mm/yy) (month) 07110 Ppt 45,000 45,000 0 1 mo Ppt 2,500 500 0 1 mo Ppt 2,500 2,500 0 1 mo Ppt 1,000 1,000 0 1 mo Ppt 1,000 750 0 1 mo Ppt 1,000 0 0 2 -3 mos 9 10 Ppt 1,000 750 0 1 mo Ppt 1,000 500 0 Lease 1 mo Agreemnt Ppt 500 0 0 6 -12 mos Ppt 250 250 0 1 mo Ppt 250 250 0 Lease 1 mo Agreemnt Ppt 100 50 0 1 mo Ppt 100 100 0 1 mo Ppt 100 50 0 1 mo Ppt 100 100 0 1 mo Ppt -Slow 30 5,000 2,500 0 1 mo Ppt -Slow 30 250 100 0 1 mo Ppt -Slow 30 50 0 0 1 mo Ppt -Slow 90 250 50 0 1 mo (020) Satisfactory . 10,000 0 0 1 mo (021) Satisfactory. 750 750 250 1 mo (022) 750 Cash 1 mo account (023) 750 Cash 1 mo account 06/10 Ppt 2,500 500 Lease Agreemnt Ppt 250 0 0 4 -5 mos Ppt -Slow 30 250 250 100 1 mo Ppt -Slow 30 100 100 0 1 mo 05/10 Ppt 750 750 0 1 mo Ppt 250 100 0 1 mo Ppt 250 100 0 1 mo Ppt 100 100 0 1 mo 04/10 Ppt 50 0 0 6.12 mos 03/10 Ppt 500 500 1 tno (034) 100 Cash 6 -12 mos account (035) 50 Cash 6 -12 mos account 02/10 (036) Cash own 0 0 1 mo option. 11/09 Ppt 100 0 0 N30 6 -12 mos 01/09 (038) 250 Cash 2 -3 mos account (039) 250 Cash 6 -12 mos account (040) 100 Cash 6 -12 mos account 12108 Ppt 1,000 0 0 1 mo Ppt 100 0 0 1 mo (043) 100 Cash 2 -3 mos account (044) 100 Cash 4 -5 mos account 10/08 Ppt 2,500 0 0 1 mo 09/08 Ppt 7,500 0 0 N30 6 -12 mos 08/08 Ppt 25,000 20,000 0 1 mo Ppt 15,000 2,500 0 1 mo Ppt -Slow 30 250 100 0 N30 1 mo 10 Ppt -Slow 90 2,500 500 0 1 mo Payments Detail Key: i 30 or more days beyond terms Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported. Public Filings Currency: Shown in USD unless otherwise indicated R� Summary .......................................................................................................................................................... ............................... The following data includes both open and closed filings found in D &B's database on this company. [Record Type # of Records Most Recent Filing Date Bankruptcy Proceedings 0 Judgments 0 Liens 0 Suits 0 - UCCs 1 08127/03 The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source. UCC Filings Collateral Accounts receivable including proceeds and products - Inventory including proceeds and Administrative Debt products - Account(s) including proceeds and products - Timber including proceeds and products Contractor - and OTHERS Type Original Party excluded from federal program(s) WACHOVIA BANK, N.A., AS MASTER SERVICER OF BEHALF OF WELLS AFARGO BANK Sec. Party MINNESOTA, N.A. AS TRUSTEE FOR THE BENEFIT OF THE, MINNEPOLIS, MN Debtor VINTAGE SQUARE APARTMENTS, LLC, STOCKTON, CA Filing No. 0324060415 Filed With SECRETARY OF STATEIUCC DIVISION, SACRAMENTO, CA Date Filed 2003 -08 -27 Latest Info Received 09115/03 The public record dents contained herein may have been paid, terminated, vacated or released prior to today's date. Government Activity Activity summary Borrower (Dir /Guar) NO Administrative Debt NO Contractor NO Grantee NO Party excluded from federal program(s) NO Possible candidate for sotto- economic program consideration Labour Surplus Area YES (2010) Small Business YES (2009) m 8(A) firm N/A The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. �Jstory & Operations Currency: Shown in USD unless otherwise indicated Company Overview ............. I........... Company Name: ATLAS PROPERTIES, INC Doing Business As : ATLAS PROPERTY MANAGEMENT Street Address: 2800 W March Lane Ste 360 Stockton , CA 95219 Phone: 209 476 -1927 URL: http : / /www.atlaspropertiesinc.com History Is clear Present management control 15 years History ..................................................................................... ............................... The following information was reported: 02/27/2010 Officer(s): EDWARD A BARKETT, PRES DIRECTOR(S) : THE OFFICER(S) The California Secretary of State's business registrations file showed that Atlas Properties, Inc was registered as Corporation on October 11, 1995. Business started 1995 by Edward A Barkett. 100% of capital stock is owned by Edward A Barkett. EDWARD A BARKETT born 1955. 1995 - present active here. Affiliates: The following are related through common principals, management and /or ownership. Triad Pacific Development Company, Inc, Stockton, CA, started 1985. DUNS # -813 -7862. Operates as a property management company. Business Registration CORPORATE AND BUSINESS REGISTRATIONS REPORTED BY THE SECRETARY OF STATE OR OTHER OFFICIAL SOURCE AS OF Aug 13 2010 This data is for informational purposes only, certification can only be obtained through the Sacramento Office of the California Secretary of State, Registered Name: ATLAS PROPERTIES, INC. Business type: CORPORATION Corporation type: PROFIT Date incorporated: Oct 11 1995 State of CALIFORNIA incorporation: Filing date: Oct 11 1995 Registration ID: C1951530 Status: ACTIVE Where filed: SECRETARY OF STATE /CORPORATIONS DIVISION, SACRAMENTO, CA Registered agent: EDWARD A BARKETT 2800 W MARCH LANE STE 360, STOCKTON , CA, 952190000 Principals: EDWARD A BARKETT, PRESIDENT, 2800 W MARCH LANE STE 360, STOCKTON , CA, 952190000 Operations 12 .. ... ..... ...... .................................................. .... .... ................................................. ................................................ - ...... . 02/27/2010 • Provides management consulting services. Operates as a real estate agent and manager, specialized as a real estate manager. Description: Terms are contractual basis. Sells to general public and commercial concerns. Territory : United States. Nonseasonal. Employees: 10 which includes officer(s) and 2 part-time. 3 employed here. Facilities: Rents 2,500 sq. ft. on 3rd floor of a four story building. Branches: Maintains the Vintage Square Apartments at 1176 Rose Marie Lane, Stockton, CA . SIC & NAICS SIC: Based on information in our file, D &B has assigned this company an extended 8 -digit SIC. D&B's use of 8 -digit SICs enables us to be more specific about a company's operations than if we use the standard 4 -digit code. The 4 -digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window. 8742 0000 Management consulting services 6531 0200 Real estate managers NAICS: 541611 Administrative Management and General Management Consulting Services 531210 Offices of Real Estate Agents and Brokers Financials Currency: Shown in USD unless otherwise indicated r Company Financials: D &B D &B currently has no financial information on file for this company. You can ask D &B to make a personalized request to this company on your behalf to obtain its latest financial Information by clicking the Request Financial Statements button below. StatementUpdate ....... ............................... ................................................................................. ............................... 0 511 212 01 0 Fiscal statement dated DEC 31 2008: Assets Liabilities Investments -Other 212,699 Other Assets 192,094 Total Assets 404,793 Extent of audit, if any, not indicated. Additional Financial Data NET ASSETS Total Liabilities 404,793 On November 24. 2009, attempts to contact the management of this business have been unsuccessful. Outside sources confirmed operation and location. 404,793 Request Financial Statements ............. . .............. ............................................................................. . ................................ ................................................ 13 04 Request Financial Statements Requested financials are provided byATLAS PROPERTIES, INCand are riot DUNSRight certified. Key Business Ratios Statement Date Based on this Number of Establishments UN = Unavailable Detailed Trade Risk InsightTm Dec 31 2008 10 Industry Quartile. UN UN UN UN UN UN 1 Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier /purchaser relationships. Days Beyond Terms - Past 3 & 12 Months 3 months from Jun 10 to Aug 10 12 months from Sep 09 to Aug 10 Days t za + —D y i; «y ire1 emTS - -- o 4), 2d+ – u,,yE eeyr,hd tenv: -- o Dollar- weighted average of 19 payment Dollar- weighted average of 24 payment experiences experiences reported from 16 companies reported from 21 companies Derogatory Events Last 12 Months from Aug 09 to Jul 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Aug 09 to Jul 10 Status Industry Norms Based On 10 Establishments Jan -10 This Business Industry Median Profitability Total 7,914; 5,4921 9,6221 8,444 21,985 Return on Sales UN 1.3 Return on Net Worth UN 30.3 Short-Term Solvency 14,133 j ; 7,264 14,390 Current Ratio UN 1.2 Quick Ratio UN 0.9 Efficiency 93 2,2771 3 1 Assets /Sales UN 13.6 Sales / Net Working Capital UN 22.2 Utilization Total Liabilities / Net Worth 0.0 68.1 UN = Unavailable Detailed Trade Risk InsightTm Dec 31 2008 10 Industry Quartile. UN UN UN UN UN UN 1 Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier /purchaser relationships. Days Beyond Terms - Past 3 & 12 Months 3 months from Jun 10 to Aug 10 12 months from Sep 09 to Aug 10 Days t za + —D y i; «y ire1 emTS - -- o 4), 2d+ – u,,yE eeyr,hd tenv: -- o Dollar- weighted average of 19 payment Dollar- weighted average of 24 payment experiences experiences reported from 16 companies reported from 21 companies Derogatory Events Last 12 Months from Aug 09 to Jul 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Aug 09 to Jul 10 Status Aug -09 Sep -09 Oct -09 Nov -09 Dec -09 Jan -10 Feb -10 Mar -10 Apr -10 May -10 Jun -10 Jut 10 Total 7,914; 5,4921 9,6221 8,444 21,985 14,348 12,555., 14,390 10,340 7,630 11,868 9.380 -r- -. Current 7,914 5,492 I t 9,529 I 8,351 19,708 14,133 j ; 7,264 14,390 10.340 ! 7.612 11.870 ! 9.380 1 -30 Days - _I 93 i 5.076; # f 18 ' 93 2,2771 3 1 14 Pa t Due This information may not be reproduced in whole or in part by any means of reproduction. 4 205-2010 Dun & 8tadslreef, Inc. LI • 1 s 31.60 Days l j i 2121 3) - 1 18 Past Due + f , 61 -90 days w 1 ! Past Due -� '1 't i 2121 90+ Days f Past Due This information may not be reproduced in whole or in part by any means of reproduction. 4 205-2010 Dun & 8tadslreef, Inc. LI • 1 s August 23, 2010 Page 5 August 23, 2010 Mr. John A. Fransen, President The Fransen Company 4100 Campus Drive, Suite 200 Newport Beach, CA 92660 REGAL ENTERTAINMENT G R O U P Re: Letter of Understanding for a Regal Entertainment Group 14- Screen Movie Theatre in downtown San Bernardino, California. Dear John: I am pleased to provide this "Letter of Understanding" on behalf of Regal Entertainment Group ( "Regal "). This letter sets forth the basic business terms and conditions under which Regal, through Regal Cinemas, Inc. or Edwards Theatres, Inc. ( "Regal" or "Tenant "), shall be willing to enter into a Ten -Year (10) lease with Options to Renew (the "Lease ") with the Redevelopment Agency of the City of San Bernardino( the "Landlord ") for a 14- screen, first -class motion picture theatre (with all off/on -site improvements) to be located in downtown San Bernardino, California on Landlord's real property formerly known as Empire 20 and as shown on the site plan attached to this letter as Exhibit A (the " "Thearre" or "Theatre Building "). DEMISED PREMISES Fourteen (14) Screens containing approximately 3,000 - 3,400 seats ( "seats') in approximately 70,200 square feet ( "sf') of building floor area ( "Demised Premises" or "Premises "), to be re- constructed and renovated as set forth below as a part of the Project and as generally delineated by the building schematic to be attached hereto.as Exhibit B. INITIAL TERM Ten (10) years, however, Tenant shall have a right to terminate after the fifth (5t11) Lease Year if the annual Gross Sales for such 5`h Lease Year are below $5.0 million. ANNUAL BASE RENT The per square foot ( "psf ') annual base rent shall be an all inclusive ( "gross ") annual rent based upon the actual verified and agreed to floor area of the Premises which shall generally be the theatre ground floor footprint as shown on Exhibit C to be attached hereto (approximately 70,200 sq.ft.). Final square footage August 23, 2010 Page 5 calculations are to be determined before execution of the final Lease document. Beginning on the date when Tenant opens for business to the general public but excluding any grand opening parties or events, Tenant shall pay monthly the greater of an "all- inclusive" rent of Fifteen percent (15 %) of Gross Sales or the following Annual PSF Gross Rent as follows: Years 1 -5 10.00 psf Years 6 -10 11.00 psf Options to Renew: Years 11 -15 12.00 psf Years 16 -20 13.00 psf Years 21 -25 14.00 psf Years 26 -30 15.00 psf Years 31 -35 16.00 psf GROSS SALES Gross Sales shall generally mean cash receipts from the sale of theatre admission tickets and concessions at the theatre, but shall specifically exclude, or have deducted therefrom, as applicable, sales or admission taxes, refunds, license or concession fees, and agency fees paid to third parties. CO- TENANCY Landlord acknowledges that the Project's co- tenancy and the site plan as presented to Tenant are substantial factors in Tenant's election to go forward with a theatre in the Project and are critical to Tenant's success and, as a result, the lease and any final agreement between Landlord and Tenant will contain the co- tenancy requirements acceptable to both parties. REAL ESTATE TAXES Tenant's real estate taxes shall be included in the gross rent. COMMON A-RE, A. Tenant's share of common area maintenance expenses of the Project (the "CAM ") shall be included in the gross rent. CONSTRUCTION Landlord, at its sole expense, shall complete any and all site work and improvements necessary for the renovation of the Premises, including but not limited to any additional work necessary (in Tenant's reasonable judgment), as a result of the site conditions and the location of the Premises. Landlord shall also be responsible for and shall pay, at its sole cost and expense, any impact, utility August 23, 2010 Page 5 connection or similar fees imposed on the project, its site and or the Premises. Landlord's work shall include all site work, site lighting, sidewalks, curbs, landscaping, irrigation and paving, parking, access drives and all off -site improvements. All site improvements, access drives, parking areas, sidewalks, landscape areas, and other common areas shall be substantially as shown on the site plan attached hereto. The building shall be delivered to Tenant "turn -key" including the walls, ceilings, floors, floor coverings, stadium risers, projection booth, projection ports, HVAC and all other items necessary for the operation of a theatre. Tenant shall, per the plans produced by Landlord's architect and approved by Tenant, complete the reconstruction and renovation of the Theatre building. Tenant intends to replace the seats, projection equipment, ticketing equipment, satellite dish, menu boards, signs, mini - marquees, directories, computer systems, POS devices, and much of the concession equipment. Landlord will authorize Tenant to dispose of the items being replaced. In addition, Tenant will perform the work necessary to separate the six (6) auditoria situated across the front of the building from the remainder of the Premises, including construction of necessary demising walls and severance of utilities serving the six (6) auditoria to be separated, and to relocate the two (2) restrooms located within the 6- screen space to be demised . The auditoria to be separated will not be part of the Premises, and Tenant shall have no obligation with regard to such auditoria other than the work necessary to separate and demise such auditoria from the Premises in accordance with plans approved by Landlord and Tenant. Landlord shall provide all funds necessary for Tenant to complete Tenant's Work, except that Tenant shall spend a minimum of $1.24 Million of Tenant's funds in cash or in -kind, and Landlord shall not be required to spend more than $4.7 million towards Tenant's Work. Landlord shall provide an all - weather construction staging area of a size and in an area reasonably dictated by Tenant. Landlord and Tenant agree to mutually cooperate in obtaining the necessary governmental approvals for the theatre building and related building & site signage. Tenant shall be allowed prominent August 23, 2010 Page 5 building and site signage, and building decorative (neon and /or Ilight) and up- lighting, within the Project. Landlord will provide Tenant with the following information within two (2) weeks after execution of this LOI: • any applicable design criteria • a CAD version of the Project site plan and building • a survey of the site, including the Premises and adjacent areas within the project • a civil engineering report specific to the theatre building • an environmental report specific to the theatre premises or the project. UTILITIES The Premises will be separately metered and Tenant shall pay directly to the appropriate supplier for all utility consumption charges for the Premises, beginning on the Rent Commencement Date. Utilities consumed during construction shall be Landlord's responsibility. SIGNAGE Tenant shall be allowed to install signage on the theatre building and on at least two (2) monument /pylon signs (size and position thereon [highest to lowest position] being ranked by Floor Area [largest to smallest]), one of which will be located in a location near the primary entrance to the Project (subject to zoning and all applicable governing authorities) and the other which will be visible to I -215. MAINTENANCE Landlord shall maintain and repair its site and all related amenities, AND REPAIR the Premises, its exterior, structure, methane remediation system (if applicable), the roof and membrane, and all gas, electrical, plumbing and HVAC servicing the Premises. Tenant shall maintain the cleanliness of the Premises' interior and the storefront of the Premises. APPROVALS Landlord shall be responsible for obtaining all governmental approvals in connection with the Project and all building permits for Landlord's work, and Tenant shall be responsible for obtaining the building pen-nit for Tenant's work. Landlord and Tenant shall mutually cooperate and assist in the governmental approval process for Landlord and Tenant's work. INSURANCE Tenant shall maintain commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000) for the Premises and Landlord shall maintain commercial general liability August 23, 2010 Page 5 insurance with minimum limits of Two Million Dollars ($2,000,000) on the common areas of the Project and shall maintain all risk casualty insurance on the building in an amount equal to the full replacement value thereof. ASSIGNMENT AND Assignment and subletting provisions shall be allowed and shall be SUBLETTING agreed to by the parties in the Lease. USE Tenant shall be the only motion picture operator within the Project and the only new theatre within the City of San Bernardino, and Tenant shall be permitted the use of the Premises for a first - class, motion picture theatre business with cafe and concession areas and for incidental uses such as, without limitation, meeting rooms, style shows, presentations of concerts, sporting events and other simulcast events via satellite, hard lines or recorded transmissions, together with other uses typically found in motion picture theatres. BROKERAGE Landlord and Tenant shall pay their own brokers /agents, if any, in accordance with their respective agreements with such brokers /agents. Tenant represents and warrants that Tenant has not engaged any real estate representatives for the Project and is not aware of any broker /agent other than John Fransen for the Landlord, whom shall be paid by Landlord pursuant to a separate agreement. This letter of understanding is neither a binding contract nor a lease, and shall become null and void if not executed by both parties by 5:00 p.m. EDT, September 6, 2010. This letter is intended to provide a basis for ultimate negotiations of a final lease between the parties, and neither party shall be obligated unless and until a final lease has been fully executed. A definitive lease which is to follow, if fully executed, will supersede this letter and be binding once signed by Landlord and Tenant thereto and approved by each party's appropriate governmental or quasi - governmental body(ies), partnership(s), committee(s) and /or board(s) of directors. Respectfully submitted, John F. Roper Real Estate Advisor Regal Entertainment Group, Inc. Accepted: August 23, 2010 Page 5 By: Date: For: The Redevelopment Agency of San Bernardino, California ;0011-Id[11 Regal Entertainment Group operates the largest and most geographically diverse theatre circuit in the United States, consisting of 6,745 screens in 546 theatres in 38 states and the District of Columbia as of May 27, 2010, with over 244 million annual attendees for the fiscal year ended December 31, 2009. Our geographically diverse circuit includes theatres in 43 of the top 50 U.S. designated market areas. We operate multi- screen theatres and have an average of 12.4 screens per location, which is well above the North American motion picture exhibition industry 2009 average of 6.6 screens per location. We develop, acquire and operate multi- screen theatres primarily in mid -sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout the U.S. For more information about Regal Entertainment Group, visit our Investor Relations area or Contact Us. Regal Entertainment Group corporate offices 7132 Regal Lane Knoxville, Tennessee 37918 Phone: 1- 865 -922 -1123 Fax: 1- 865 - 922 -3188 Customer Relations: 1- 877- TELLREGAL or 1- 877 - 835 -5734 investor Hotline: 1- 866 - REGALEG or 1 -866- 734 -2534 For press inquiries, call 1- 865 - 925 -9539 http: / /www.regmovies.com /groupsales/ Regal Cinemas offer plenty of showtimes in the Denver area, with nine United Artists Theatres and a total of 80 screens. Regal is the parent company of United Artists (UA) Theatres. Prices vary by location, but all theaters offer student, senior and military discounts. http://denver.about.com/od/artsentertainment/p/regalcinemas.htm Regal Entertainment Group From Wikipedia, the free encyclopedia Jump to:navigation, search Regal Entertainment Group REGAL l: N' I* F RT,A I N, Ii 1: K.l' G R U L P ttRtac� t f urnyM�� Tvpe Public (NYSE: RGC) Industr Motion Picture Exhibition Founded 2002 Headquarters Knoxville, Tennessee, U.S. Amy Miles, CEO Key people Gregory Dunn, COO Revenue US$ 2.661 billion (2008) Net income US$ 363 million (2008) V4 Website http://www.reggLoKits--c�om Regal Entertainment Groin (NYSE: R (') operates the largest and most geographically diverse theatre circuit in the United States, consisting of 6,775 screens in 548 locations in 39 states and the District of Columbia as of October 23, 2009. The three main theatre brands operated by Regal Entertainment Group are Regal Cinemas, Edwards Theatres, and United Artists Theatres. These chains retain their exterior signage, but most indoor branding (popcorn bags, policy trailers) uses the Regal Entertainment Group name and logo. Where applicable, the REG logo is used alongside the three individual brands. Most new cinema construction uses the Regal Cinemas name, although Regal has built new Edwards locations in California. Regal has acquired several smaller chains since this merger; these, however, have been rebranded as Regal Cinemas. Contents [hide] 1 History Pre -2002 o 1.1 Regal Cinemas o 1.2 United Artists Theaters o 1.3 Edwards Theatres INVESTOR RELATIONS EN Print Page © E-mail Page Webcast Barclays Capital Communications, Media & Technology Conference (Replay) 05/26/10 at 4:15 p.m. ET Barclays Capital Communications, Media & Technology Conference Wednesday, May 26, 2010 4:15 p.m. ET Webcast Presentations Help ►) 0 Click here for webcast Add to Calendars Help Click here to add this event to your calendar Regal Entertainment Group (NYSE: RGC) operates the largest and most geographically diverse theatre circuit in the United States, consisting of 6,745 screens in 546 theatres in 38 states and the District of Columbia as of May 27, 2010, with over 244 million annual attendees for the fiscal year ended December 31, 2009. Our geographically diverse circuit includes theatres in 43 of the top 50 U.S, designated market areas. We operate multi- screen theatres and have an average of 12.4 screens per location, which is well above the North American motion picture exhibition industry 2009 average of 6.6 screens per location. We develop, acquire and operate multi- screen theatres primarily in mid -sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout the U.S. More >> Recent Mews More >> Date Title Jun 03, 2010 Regal Entertainment Group Presents Toy Story 3 in Disney Digital 3D at More Than 300 Locations Tickets on sale forboth IMAX 3D and ReaID 3D KNOXVILLE, Tenn., Jun 03, 2010 (BUSINESS WIRE) - -Regal Entertainment Group (NYSE: RGC), a leading motion picture exhibitor owning and operating the largest theatre circuit in the United States, announced tickets are on sale for Toy Story 3: An ]MAX 3D Experience and Toy Story 3 in Disney Digital 3D, The film will be released in traditional 35mm format, digital projection, ReaID 3D and IMAX O 3D beginning Friday, June 18. The movie will be play... Jun 01, 2010 Regal Entertainment Group Announces Grand Upeninq Details for Tikahtnu Stadium J 6 & IMAX May 26, 2010 Regal Entertainment Group's New Giant Screen Format RPX: Regal Premium ExperienceSM Comes to Miami May 24, 2010 Regal Entertainment Group Announces Agreement to Acquire 9 Theatres from AMC Entertainment Upcoming Events More >> What's New There are currently no events scheduled. L`1 2009 Annual RUort Company Calendar Updated Jun. 10, 2010 Most Viewed Links • 2 History Post -2002 3 The Regal Foundation • 4 Regal Crown Club • 5 Main Competitors, • 6 References • 7 External links [edit] History Pre -2002 [edit] Regal Cinemas n A Regal Cinemas in New Rochelle, NY Regal Cinemas was formed in 1989 in Knoxville, Tennessee, with Leon Saunders as CEO, but he has since been ousted by the board of directors. Saunders, now General Manager of a Staten Island location, was previously president of a smaller chain called Soundview Cinemas near his home in The Bronx, NY, which was sold to Cinemark. Regal began to grow at a rapid pace, opening larger cinemas in suburban areas. Many of these contained a "premium" cafe (later called Cafe Del Moro) and a more upscale look than theatres of the time. Regal Cinema embarked on an aggressive expansion throughout the decade, swallowing up smaller chains http: / /en.wikipedia.org /wiki /Regal Entertainment Group Regal Cinemas Corp. Ads by Google Moviefone - Official Site Find Showlimos, Buy 1 ickels, UVU & Movie W views and Morel Movie Theaters Looking for a Movie Theatre? Google Maps Can Get You There. The ads are not affiliated with Regal Cinemas Corp. Private Subsidiary, Headquarters Location 7132 Regal Ln., Knoxville, TN 37918 -5803, United States (865)922 -1123, (865)922 -3188 fax, htip: / /\vww.regalcinomas.com Primary SIC: Motion Picture Theaters, Ex Drive -in, Primary NAICS: Motion Picture Theaters, Except Drive -In Description: Services: Motion picture theatre chain.Regal Cinemas is ono the largest movie theater chains in the country with more than 4,100 screens at about 430 theaters located in more than 30 states. The company currently has more than 18,000 employees and is headquartered in Knoxville, Tennessee. Regal, one of the youngest cinema chains in the world, started out as a private company and went public in 1993. Recently they went back private when they were bought by Kohlberg Kravis Roberts & Co. and Hicks Muse Tate and Furst in their first joint venture in 1998. The company has been listed in Forbes Magazine's list of 200 best small businesses in America in 1995, 1996, and 1997. Mike Campbell and his partners started out in the industry in 1983 when they became involved with the construction on a new theatre in Middlesboro, KY. The Middlesboro Mail complex opened during the summer of 1983 and became known Premiere Cinemas. By late 1988, Promierc Cinemas had grown to 156 screens in six states including Indiana, Kentucky, Ohio, North Carolina and Tennessee. In October 1989, Dallas -based Cinemark Theatres acquired Promierc Cinemas leaving Campbell and his bunch looking to open there own theatre entertainment company. In January 1990, the group acquired a twin -plex in Titusville, FL, and by April of that year Campbell was putting together a group of private investors and two leading Southeastern -based investment firms to create Regal Cinemas Corporation. From 1990 to 1993 the company grew to 349 screens, and by 1993 was ranked as the 14th - largest in the United States. Regal works in partnership with the many companies and charities including VISA, Will Rogers, Pepsi, Variety -The Children's Charity, and the Patricia Neal Rehabilitation Center. The company's main competitors are AMC Entertainment, Carmike Cinemas, and Loews Cineplex Entertainment. View this company profile - Now for a Limited Time try Goliath Company Profiles Free for 3 Days! Regal Cineemas Corp., News and Information Movie theater shares down_after holiday weekend AP Online; 6/1 /2010; 781 v✓ords; ...weighed on shares of Regal Entertainment Group... Holdings Inc. and Carmikc Cinernas Inc. But the analysl...expected, Shares of Regal Entertainment fell. afternoon Trading. Carmikc Cinemas stock dropped 91 cents ... 86. Shares of Irnax Corp.... Filch Releases Latest Issue of 'Leveraged Finance Weekly', Entertainment Close -up; 5/21/2010; 697 words; ...Inc., Nevada Power Company d /b /a NV Energy and Sierra Pacific Power Company d /b /a NV Enorgy - -Regal Cinemas Corp. - -Regal Entertainment Group Topical Research: - -NCer- 1 erm Credit Effects Expected to U.S. Pharmaceuticals Due... Regal Enurrtainment postpones note ofierin AP Online; 5 117/2010; 473 words; Regal Entertainment Group, the nation's largest movie cheater chain, said...planned public offering of $250 million of notes by its subsidiary, Regal Cinemas Corp., due to "unfavorable market conditions." 11ie notes... Investors Keen on Regal, SWAY Deals.(News) ank Loan Report; 5/17/2010; 1018 words, ...25 billion lean loan B for Regal Cinemas and a y;4�0 million term loan B for BWAY Corp. -were given a warm reception by investors. "IRegal) is a very good credit... popular." The banks shopping Regal's term loan- Credit Suisse... Fitch Affirms CSFB Series 2001 -SPG1; Ass ns Rating Outlooks. Business Wire; 412112010; 1194 words; ...Outlooks to Credit Suisse First Boston Mortgage Securities Corp.'s commercial mortgage pass- through certificates... concern are the 2012 lease expirations of JCPenney and Regal Cinema at the Knoxville Center Mail properly, as the tenants... For more news about Regal Cinemas Corp., search HighBeam Research Recent News Articles Regal Cinemas Corporation _lo_Increase Size of Pro�pscd Senior Secured Credit Facility, Business Wire April 26, 2004 E Regal_Cinrmas Corporation Announces Extension of Exchange Offer Expiration Date. Business Wire - August 14, 2002 http:Hgoliath.ecnext.com /coms2 /product- compint- 0000291916- page.htmI — i • 1 } 1 � l r � • y f r 1 ♦ter pow 7 �l y k" a. ye f ' t �} ,. y. '„`'•,s "fi'' fit. �-# '1 4w 1 x 46 a+, At •• ,4V! r r {yam f� L ! !4 s � lb AOO Ta L f IL . M Ai S S ti a ry •< 4 �i ev of ta.'. 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Ts A •41 rr 0 T i� -.l L -IW I ?'Aim #a DN81* ATTN:John Palyo Report Printed:Augusl 23, 2010 Live Report : REGAL ENTERTAINMENT GROUP D- U -N -S© Number: 10- 418 -9316 Trade Names: (SUBSIDIARY OF ANSCHUTZ COMPANY, DENVER, CO) Endorsement/ Billing Reference: jpalyo @nalionatdevelopmentco FD&B address -- — -- - - ..� -- - - - -- - - - - - -- Address 7132 Regal Ln Location Type Headquarters (Subsidiary) Knoxville,TN - 37918 Web vnnv.rogalcinemas.com Phone 865 922-1123 Fax : jpalyo @nalionaldevelopmentco Company Summary — Currency: Shown in USD unless otherwise indicated I� Score Bar Stock Performance PAYDEXO 0 78 Commercial Credit Score Class 11 Financial Stress Class -4 �- Credit Limit - D &B Conservative D&B Rating -- PAYDEX® Trend Chan 100 - � 80 —ifie Bankruptcies 0 60 Judgments i 50 , + 0 - - 40 11/27/09 I ; 8 03/18110 r r 9/09 11/09 11010 3/010 5 /010 71010 Ull — 10 /09 12109 2/010 41010 6/010 8 /01[ t This Company t Industry knch mar k D &B Company Overview This is a headquarters (subsidiary) location Branch(es) or Division(s) Y exist Chief Executive AMY E MILES, CEO Stock Symbol RGC Trend Charts Previous Close: Volume: Daily High: Daily Low: 52 -Week High: 52 -Week Low. P /E: Market Cap: EPS: Div/Yield: Public Filings The following data includes both open and closed filings found in D &B's databsse on this company, Record Type Number of Most Recent Records Filing Date Bankruptcies 0 Judgments i 0 Liens 0 - Suits 9 11/27/09 UCCs 8 03/18110 The public record items contained herein may have been paid, terminated, vacated or released prior to todays date. Corporate Linkage I Year Started Employees SIC Line of business NAICS History Status Financial Condition Corporate Linkage Parent 2002 26074 (100 Here) 7832 Movie theaters 512131 CLEAR UNBALANCED This is a Headquarters (Subsidiary) location REGAL ENTERTAINMENT GROUP Knoxville , TN D-U-N-S@ Number 10-418-9316 The Parent Company is ANSCHUTZ COMPANY Colorado D-U-N-S@ Number 87-483-1126 Ci ty State D-U-N-S@ NUMBER ANSCHUTZ COMPANY DENVER, Colorado 87-483-1126 Subsidiaries (Domestic) .... ... ... .......................................... ....... .............. I ..................... I ...... ............................... Company City, State .. .............. ........ I....",., ......... ...... D-U-N-S@ NUMBER CONSOLIDATED THEATRES, INC. CHARLOTTE, North Carolina 07-105-7251 REGAL ENTERTAINMENT HOLDINGS INC KNOXVILLE, Tennessee 12-997-0153 REGAL CINEMAS CORPORATION KNOXVILLE, Tennessee 12-996-6060 EDWARDS CINEMA WEST COVINA IS WEST COVINA, California 61-027-3966 REGAL ENTERTAINMENT GROUP ALHAMBRA. California 13-236-2638 2 Branches (Domestic) ...... ..... ........ .1 ......... ................... .. .............. ........ I....",., ......... ...... ...... I ............ I . .......... Company City, State D-U-N-SO NUMBER REGAL ENTERTAINMENT GROUP GAINESVILLE, Florida 00-846-7172 REGAL ENTERTAINMENT GROUP BEND, Oregon 13-007-3179 REGAL ENTERTAINMENT GROUP SEATTLE. Washington 13-007-3195 REGAL ENTERTAINMENT GROUP SALEM, Oregon 13-007-3245 REGAL ENTERTAINMENT GROUP PHILADELPHIA, Pennsylvania 14-315-1962 REGAL ENTERTAINMENT GROUP GREENVILLE, North Carolina 01-189-5249 REGAL ENTERTAINMENT GROUP WOODLAND HILLS, California 62-708-6044 REGAL ENTERTAINMENT GROUP SWANSEA, Massachusetts 36-178-1912 REGAL ENTERTAINMENT GROUP MIAMI, Florida 78-688-2295 REGAL ENTERTAINMENT GROUP ALBUQUERQUE. New Mexico 14-239-0850 REGAL ENTERTAINMENT GROUP NASHVILLE, Tennessee 87-941-1366 REGAL ENTERTAINMENT GROUP SARASOTA, Florida 80-911-8719 REGAL ENTERTAINMENT GROUP ROANOKE, Virginia 00A64-2957 REGAL ENTERTAINMENT GROUP HENDERSONVILLE, 01-388-4912 Tennessee REGAL ENTERTAINMENT GROUP SILVER SPRING, Maryland 02-251-0483 Q REGAL ENTERTAINMENT GROUP SAN JACINTO, California 02-649-8766 REGAL ENTERTAINMENT GROUP NORTH LAS VEGAS, Nevada 17-450.3073 REGAL ENTERTAINMENT GROUP AVON, Indiana 17-944-1030 REGAL ENTERTAINMENT GROUP LACEY, Washington 61-210-8725 2 REGAL ENTERTAINMENT GROUP .REGAL ENTERTAINMENT GROUP •_- +- � �y� -�- REGAL ENTERTAINMENT GROUP Affiliates (Domestic) HYATTSVILLE , Maryland 02- 560 -2438 GARNER, North Carolina _ 01- 722 -6575 w _ AUBURN, California Company City , State D- U -N -SO NUMBER THE ANSCHUTZ CORP DENVER, Colorado 00- 579.7428 ANSCHUTZ MANCHESTER HOCKEY LLC MANCHESTER, New Hampshire 02- 104.3430 L.A. ARENA COMPANY, LLC LOS ANGELES, California _ 12- 6184832 �y80 ANSCHUTZ PROPERTIES COMPANY DENVER, Colorado -659 -9833 ANSCHUTZ EXPLORATION CORPORATION DENVER, Colorado 83457 -7009 ANSCHUTZ TEXAS LP GRAND PRAIRIE, Texas 17 -642 -3940 ANSCHUTZ FILM GROUP LOS ANGELES, California 78-501 -5376 AEG MANAGEMENT TWN, LLC MINNEAPOLIS, Minnesota 96-257 -5283 Affiliates (International) Company City, Country D- U -N -S® NUMBER ANSCHUTZ INVESTMENTS LTD. London, UNITED KINGDOM 73- 900 -7289 Predictive Scores Currency: Shown in USD unless otherwise indicated Credit Capacity Summary This credit rating was assigned because of D &Bs assessment of the companys creditworthiness. For more information, see the D &B Rating Key D &B Rating : The blank rating symbol should not be interpreted as indicating that credit should be denied. It simply means that the information available to D &B does not permit us to classify the company within our rating key and that further enquiry should be made before reaching a decision. Some reasons for using a " -" symbol include: deficit net worth, bankruptcy proceedings, insufficient payment information, or incomplete history information. Below Is an overview of the companys rating history Sales: 2,893,900,000.00 since 03 -13 -2002 Number of Employees Total: 26,074 (100 here) D &B Rating Date Applied 03 -13 -2002 As of 12131/09 Worth: Working Capital: Payment Activity: Average High Credit Highest Credit: Total Highest Credit: (246900000) $32,400,000 (based on 172 experiences) 17,856 500,000 2,655,500 9 D&B Credit Limit Recommendation Due to adverse or incomplete information, we are unable to provide a Credit Limit Recommendation for this business. Please refer to the Business Information Report or Comprehensive Report for further information. Please contact your sales representative or D &Bs Customer Resource Center at 800 - 234 -3867 for assistance. This recommended Credit Limit is based on the company profile and on profiles of other companies with similarities in size, industry, and credit usage. Risk is assessed using D &Bs scoring methodology and is one factor used to create the recommended limits. See Help for details. Financial Stress Class Summary .......................................................................................................................................................... ............................... The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under slatelfederal law over the next 12 months. Scores were calculated using a statistically valid model derived from D &Bs extensive data files. The Financial Stress Class of 4 for this company shows that firms with this class had a failure rate of 0.84% (84 per 10,000), which is 1.75 times higher than the average of businesses in D & B's database. Financial Stress Class : 5 4 3 2 1 High L0k", Moderate to high risk of severe financial stress, such as a bankruptcy, over the next 12 months. ,< Probability of Failure: • Among Businesses with this Class: 0.84 % (84 per 10,000) • Financial Stress National Percentile : 2 (Highest Risk: 1; Lowest Risk: 100) • Financial Stress Score : &nbsp 1354 (Highest Risk: 1,001; Lowest Risk: 1,875) • Average of Businesses in D &Bs database: 0.48 % ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors: • Higher risk rating assigned by National Debt Rating Agency. • Financial condition is rated unbalanced. • Low proportion of satisfactory payment experiences to total payment experiences. • High proportion of slow payment experiences to total number of payment experiences. • Negative change in net worth. • UCC Filings reported. Financial Stress Percentile Trend: 100— 90— 80— 70— 60— 50— 40— 30— 20— 10— UN — Notes: • The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. • The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. • The Financial Stress National Percentile reflects the relative ranking of a company among all storable companies in DBBs file. • The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance, 100— r 90 80 70 60 50 40 30 20 utf — �- This Business Region Industry Employee Range Years in Business EAST SOUTH ENTERTAINMENT AND 500+ 6 -10 CENTRAL LEISURE Norms National % This Business 2 Region. EAST SOUTH CENTRAL 43 _ Industry: ENTERTAINMENT AND LEISURE 48 Employee range: 500+ 61 Years in Business: 6 -10 43 This Business has a Financial Stress Percentile that shows: Higher risk than other companies in the same region. Higher risk than other companies in the same industry. Higher risk than other companies in the same employee size range. Higher risk than other companies with a comparable number of years in business. Credit Score Summary 5 90— 1 I 1 1 t 1 1 1 1 1 1 1 1 1 1 1 1 t 1 t 1 1 1 I 1 I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 i 1 1 i I 1 1 1 1 1 1 1 1 1 i 1 1 1 1 1 1 1 1 I 1 1 1 1 { 1 I 1 1 1 I 1 I 1 1 1 1 1 I 1 1 1 1 1 1 1 1 1 1 1 t 1 I 1 1 1 1 1 I 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 { 1 1 1 I 1 1 1 1 1 I t 1 1 1 I 1 1 1- - - - - -. 1 1 , i 1 1 1 I 1 1 1 r 1 I 1 1 1 1 1 7 1 •_ -_1 t I 1 1 t i i 1 1 I 1 1 1 1 1 1 1 1 1 1 I 1 1 I 1 1 I , 1 1 1 I 1 1 1 1 I 1 1 to - f__- _.._.4___ -_.. L__ _ __ _______ _______________ ________ H_ __-- __t__.._._t_______.______ -J 1 I 1 1 1 1 UN — 9/09 10/09 11/09 12/09 1 /10 2/10 3/10 4/10 5/10 6/10 7110 9/10 • This Company Notes: • The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. • The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. • The Financial Stress National Percentile reflects the relative ranking of a company among all storable companies in DBBs file. • The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance, 100— r 90 80 70 60 50 40 30 20 utf — �- This Business Region Industry Employee Range Years in Business EAST SOUTH ENTERTAINMENT AND 500+ 6 -10 CENTRAL LEISURE Norms National % This Business 2 Region. EAST SOUTH CENTRAL 43 _ Industry: ENTERTAINMENT AND LEISURE 48 Employee range: 500+ 61 Years in Business: 6 -10 43 This Business has a Financial Stress Percentile that shows: Higher risk than other companies in the same region. Higher risk than other companies in the same industry. Higher risk than other companies in the same employee size range. Higher risk than other companies with a comparable number of years in business. Credit Score Summary 5 The Commercial Credit Score predicts the likelihood that a company will pay its bills in a severely delinquent manner (90 days or more past terms), obtain legal relief from creditors or cease operations without paying all creditors in full over the next 12 months. Scores are calculated using a statistically valid model derived from D &B's extensive data files. The Credit Score class of 1 for this company shows that 6.0% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database. Credit Score Class : v 4 3 2 : tiym• High Low Incidence of Delinquent Payment • Among Companies with this Classification: 6.00 % • Average compared to businesses in D &Bs database: 23.50 % • Credit Score Percentile: 92 (Highest Risk: 1; Lowest Risk: 100) • Credit Score: 485 (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors: • Higher risk rating assigned by National Debt Rating Agency. • Insufficient number of payment experiences. • Most recent amount past due. • Low proportion of satisfactory payment experiences to total payment experiences. • High proportion of past due balances to total amount owing. Credit Score Class Percentile Trend: 100 - 94, 96 _ _ 96' 9 —""-, 1 so— --•---.i_--«------...__.._^ ---------------- r ------- r ------- I- 1 1 1 t 1 1 1 / 1 1 Y 6u— .L_... 1 1 1 ...L....... L....... 1 t t 1 , so — } - -« -- ------- }------- ;------- ;------- --- - - - -3- __ i - - - - -- - - - -- I t I , 20 - i 7 1 t r 1 t 1 t 1 10 �i I I 1 f 1 t f 1 I UN- 9/09 10/09 11/09 12/09 1110 2110 3/10 4110 5/10 6/10 7110 8110 tr This Company Notes: • The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. it does not mean the firm will necessarily experience severe delinquency. • The incidence of delinquency shows the percentage of firms in a given percentile that are likely to pay creditors in a severely delinquent manner. The average incidence of delinquency is based on businesses in D &B's database and is provided for comparative purposes. • The Commercial Credi+ Score percentile reflects the relative ranking of a firm among all scorable companies in D &B's file. • The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100- 10 80 70 60 i s8 i. i 40 30 20 UN — This Business Region Industry Employee Range Tears in ousmess EAST SOUTH ENTERTAINMENT AND 500+ 6 -10 CENTRAL LEISURE Norms National This Business 92 Region: EAST SOUTH CENTRAL 45 Industry: ENTERTAINMENT AND LEISURE 46 Employee range: 500+ 85 Years in Business: 6.10 48 This business has a Credit Score Percentile that shows: Lower risk than other companies in the same region. Lower risk than other companies in the same industry. Lower risk than other companies in the same employee size range. Lower risk than other companies with a comparable number of years in business. Trade Payments Currency: Shown in USD unless otherwise indicated �- D &B PAYDEXO The D &B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D &B by trader references. Learn more about the D &B PAYDEX Timeliness of historical payments for this company. Current PAYDEX is 76 Equal to 6 days beyond terms ( Pays same as the average for its industry of 6 days beyond terms ) Industry Median is 76 Equal to 6 days beyond terms Payment Trend currently C Unchanged, compared to payments three months ago is Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Total payment Experiences in D &Bs File (HQ) 172 Payments Within Terms (not weighted) 83% Trade Experiences will) Slow or Negative Payments( %) 15.70% Total Placed For Collection 0 Average High Credit 17,856 Largest High Credit 500,000 Highest Now Owing 400,000 Highest Past Due 35,000 D &S PAYDEX 7 76 (% t too 120 Days 3U Day. prompt pair _I • A High risk of late payment (Average 30 to 120 days beyond terms) • L Medium risk of late payment (Average 30 days or less beyond terms) • Pit Low risk of late payment (Average prompt to 30+ days sooner) When weighted by amount, payments to suppliers average 6 days beyond terms 3-Month D &B PAYDEX 770 1 100 120 Days 30 Days Prompt � GFV `5I CN • W. High risk of late payment (Average 30 to 120 days beyond terms) • L Medium risk of late payment (Average 30 days or less beyond terms) • K Low risk of late payment (Average prompt to 30+ days sooner) Based on payments collected over last 3 months. When weighted by amount, payments to suppliers average 5 days beyond terms D &B PAYDEX® Comparison ........... .... .......... --.............. ........ ......... . ....... . ............... .... ........... _.................. ..... _............. _ ................. ............. Current Year PAYDEX® of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Movie theaters , based on SIC code 7832 . 1; too — so 00— ;n vl rU Sn — u) u 31' � 2U 10 Shows the trend in D &B PAYDEX scoring over the past 12 months. , , I i ; I , , 76 76 76 76 74 74 74 74 74 76 76 76 . Upper 80 79 79 Median -�--'� -• --•'-- r-- ------------------ - -- -- -^ - - - -- - - ---� 68 i i 1 t 1 i 9/9 1019 11/9 1219 1 /10 2/10 3110 4/10 5/10 6/10 7110 8/10 Q3 Q4 QI Q2 This Company Industry Upper 25% Industry Lower 25N . Industry Median 9/09 10109 11/09 12/09 1/10 2/10 3/10 4/10 5110 6/10 7/10 8 /10 This Business 76 76 76 76 74 74 74 74 74 76 76 76 Industry Quartiles Upper 80 79 79 Median 76 76 76 Lower 69 68 68 • Current PAYDEX for this Business is 76 , or equal to 6 days beyond terms • The 12 -month high is 76 , or equal to 6 DAYS BEYOND terms • The 12 -month low is 74 , or equal to 9 DAYS BEYOND terms Previous Year Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Movie theaters , based on SIC code 7832 . 8 ew so W 70 '-- ��v'°t-"'�pZ"L�, -- --- -•'"'-�.,.:,t -- :�:{�r.�:- .:a. -- - ,a..r ------- -- - --- +- f0 a r r + r 30 r r r r r i r i i r / 1 r r r r i r i r r r 20 --------------- ------- -------- - ---- �- ---- - 4-- -- + UN 9108 10too 11/08 12/08 1/09 2/09 3/09 4109 5/09 6/09 7109 1/09 Q3 Q4 Q Q2 This Company :. Industry Upper 25% v Industry Lower 25% c Industry Median 09108 12108 03109 06(09 Previous Year 03'08 Q4'08 01'09 02'09 This Business 73 71 74 74 Industry Quartiles 84! Upper 80 80 80 80 Median 76 76 76 76 Lower 68 69 68 69 Based on payments collected over the last 4 quarters. • Current PAYDEX for this Business is 76 , or equal to 6 days beyond terms • The present industry median Score is 76 , or equal to 6 days beyond terms • Industry upper quartile represents the performance of the payers in the 75th percentile • Industry lower quartile represents the performance of the payers in the 251h percentile Payment Habits For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 6 1,550,000 84! 50,000 - 100,000 15,000- 49,999 7 455,000 5614 5,000- 14,999 1,000 -4,999 14 315,000 88% Under 1,000 22 170,OOD 9214 25 41,50D 92/ 69 22,050 73`/> - r Based on payments collected over last 12 months. For all Payment experiences reflect how bills are met in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Payment Summary There are 172 payment experience(s) in DBBs file for the most recent 12 months, with 120 experience(s) reported during the last three month period. The highest Now Owes on file is 400,000 . The highest Past Due on file is 35,000 Below is an overview of the companys currency - weighted payments, segmented by its suppliers primary industries: 9 10 Total Total Largest High Within Temts Days Slow <31 31 60 61 -90 Revd (d) Amts Credit (,A) 90> (°!°) ( %) Top Industries Telephone communictns 18 274,450 250,000 97 0 0 0 3 Whol chemicals 10 5,200 1,000 67 21 0 12 0 Newspaper- print/publ 9 127,500 65,000 62 38 0 0 0 Nonclassified 9 6,950 5,000 93 7 0 0 0 Whol groceries 7 255,050 80,000 79 5 0 0 16 Public finance 7 57,500 15,000 100 0 0 0 0 Mfg computers 5 307,500 200,000 92 8 0 0 0 Trucking non -local 5 28,300 15,000 64 35 0 1 0 Whol electrical equip 5 3,350 2,500 78 0 7 0 15 Whol industrial suppl 5 2,600 1,000 100 0 0 0 0 Mfg industrial gases 5 2,050 1,000 88 12 0 0 0 Computer maintenance 5 1,750 500 100 0 0 0 0 Reg mist coml sector 4 250,100 250,000 100 0 0 0 0 Truck rental /leasing 4 1,700 1,000 97 0 3 0 0 Radiotelephone commun 3 160,000 100,000 84 16 0 0 0 Help supply service 3 11,250 10,000 100 0 0 0 0 Mfg refrig /heat equip 3 2,500 1,000 100 0 0 0 0 Security systems svcs 3 1,500 750 75 0 0 0 25 Short-trm busn credit 2 75,000 60,000 60 40 0 0 0 Natural gas distrib 2 25,000 15,000 80 20 0 0 0 Electric services 2 20,000 10,000 100 0 0 0 0 Arrange cargo lranspt 2 10,000 7,500 100 0 0 0 0 Whol electronic parts 2 3,250 2,500 100 0 0 0 0 Whol brick/stone 2 1,000 750 0 75 25 0 0 Mfg extracts /syrup 1 500,000 500,000 100 0 0 0 0 Mfg plane engine /part 1 250,000 250,000 0 100 0 0 0 Mfg service ind. mach 1 95,000 95,000 50 50 0 0 0 Whol roof /sidefinsul 1 30,000 30,000 100 0 0 0 0 Paperboard mill 1 7,500 7,500 100 0 0 0 0 Mfg calculating eqpt 1 7,500 7,500 100 0 0 0 0 Whol computers /soft- 1 7,500 7,500 100 0 0 0 0 Mfg environment cntrl 1 5,000 5,000 100 0 0 0 0 Periodical - print /publ 1 5,000 5,000 100 0 0 0 0 Detective /guard svcs 1 2,500 2,500 100 0 0 0 0 Mfg elect. components 1 2,500 2,500 100 0 0 0 0 Who[ paints /varnishes 1 2,500 2,500 0 100 0 0 0 Ret misc merchandise 1 2,500 2,500 100 0 0 0 0 Misc equipment rental 1 750 750 100 0 0 0 0 Whol photo equipment 1 750 750 100 0 0 0 0 Whol nondurable goods 1 500 500 0 100 0 0 0 Air courier service 1 250 250 0 0 0 0 100 Hotel /motel operation 1 50 50 100 0 0 0 0 Personal credit 1 50 50 100 0 0 0 0 Mfg paintlallied prdt 1 50 50 100 0 0 0 0 Mfg photograph equip 1 50 50 100 0 0 0 0 Whol service paper 1 50 50 100 0 0 0 0 Insurance agent 1 50 50 100 0 0 0 0 10 Other payment categories Cash experiences 26 1,950 500 Payment record unknown 1 100,000 100,000 Unfavorable comments 0 0 0 Placed for collections: With D &B 0 0 0 Other 0 N/A 0 Total in D &Bs file 172 2,655,500 500,000 Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company .................. ...................................................................................................................................... ............................... Date Selling Last Sale Reported Paying Record High Credit Now Owes Past Due Within (mm/Yy) Terms (month) 08/10 Ppt 7,500 250 0 1 mo Ppt 1,000 0 0 6 -12 mos Ppt 500 100 0 1 mo Ppt 100 0 0 1 mo 07/10 Ppt 200,000 45,000 0 1 mo Ppt 100,000 25,000 0 1 mo Pp! 35,000 0 0 2 -3 mos Ppt 20,000 0 0 4 -5 mos Ppt 10,000 10,000 0 1 mo Ppt 10,000 0 0 2 -3 mos Ppt 7,500 2,500 0 1 mo Ppt 7,500 0 0 6 -12 mos Ppt 7,500 0 0 N15 2 -3 mos Ppt 7,500 5,000 100 1 mo Ppt 2,500 0 0 6 -12 mos Ppt 2,500 1,000 0 N30 1 mo Ppt 2,500 1,000 0 1 mo Ppl 2,500 2,500 0 1 mo Ppt 2,500 2,500 0 1 mo Ppt 2,500 2,500 0 1 mo Ppt 1,000 1,000 0 1 mo Ppt 1,000 0 0 6 -12 mos Ppt 1,000 250 0 1 mo Ppt 1,000 1,000 0 1 mo Ppt 1,000 1,000 100 N30 1 mo Ppt 1,000 1,000 0 1 mo Ppt 1,000 500 0 1 mo Ppt 750 750 0 1 mo Ppt 500 0 0 2 -3 mos Ppt 500 0 0 1 mo Ppt 500 250 50 N30 1 mo Ppt 500 500 50 N30 1 mo Ppt 500 250 50 N30 1 mo 11 06/10 03/10 01/10 Ppt 500 0 0 1 mo Ppt 500 100 0 1 mo Ppt 250 250 0 1 mo Ppt 250 0 0 4 -5 mos Ppt 250 250 0 1 mo Ppt 250 250 0 1 mo Ppt 250 250 0 1 mo Ppt 100 50 0 1 mo Ppt 100 100 0 1 mo Plat 100 50 0 1 mo Ppt 50 0 0 N30 6 -12 mos Ppt 50 0 0 4 -5 mos Ppt 50 0 0 6 -12 mos Ppl 50 0 0 6 -12 mos Ppt 50 50 0 N30 1 mo Ppt 50 0 0 N30 6 -12 mos Ppt 50 0 0 2 -3 mos Ppt -Slow 30 60,000 0 0 2 -3 mos Ppt -Slow 30 50,000 10,000 0 1 mo Ppt -Slow 30 20,000 15,000 7,500 1 mo Ppt -Slow 30 15,000 750 0 N15 1 mo Ppt -Slow 30 5,000 2,500 0 1 mo Ppt -Slow 30 750 750 100 1 mo Ppt -Slow 30 750 250 50 1 mo Ppt -Slow 30 500 500 100 1 mo Ppt-Slow 30 250 100 0 1 mo Ppt -Slow 30 100 0 0 2 -3 mos Ppt -Slow 90 750 250 0 N15 1 mo Slow 30 750 100 0 1 mo Slow 30 100 0 0 6 -12 mos Slow 30 50 50 50 Slow 60 250 0 0 2 -3 mos Slow 904- 500 0 0 6 -12 mos Slow 120 250 250 250 (068) 0 0 0 Cash 6 -12 mos account (069) 0 0 0 Cash 6 -12 mos account (070) 0 0 0 Cash 6 -12 mos account Plat 15,000 15,000 0 1 mo Ppt 10,000 10,000 0 N30 1 mo Ppt 10,000 5,000 0 1 mo Ppt 7,500 7,500 0 N30 1 mo Ppt 1,000 250 0 1 mo Ppt 750 0 0 6 -12 mos (077) Sales 1 mo COD Ppt 20,000 10,000 0 1 mo (079) Satisfactory . 250,000 6 -12 mos Ppt -Slow 90+ 80,000 80,000 35,000 1 mo 12 Payments Detail Key: r 30 or more days beyond terms Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported. Public Filings Currency: Shown in USD unless otherwise indicated Summary _... _ .................................................................................................... ............................... The following data includes both open and closed filings found in D &B's database on this company. .Record Type # of Records Most Recent Filing date Bankruptcy Proceedings 0 Judgments 0 - Liens 0 - Suits 9 11/27/09 UCCs 8 03/18/10 The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source. Suits Status Pending CASE NO. 2009CA008876 Plaintiff BEULAH BRACEY Defendant REGAL ENTERTAINMENT GROUP INC. Cause PERSONAL INJURY Where filed DISTRICT OF COLUMBIA SUPERIOR COURT, WASHINGTON, DC Date status attained 11/27/09 Date filed 11/27/09 Latest Info Received ..... .. .......................................... 12/04/09 . ..................................................... ......... ........... .......... ... .................. I ........ Status Settled DOCKET NO. 200901101981 Plaintiff BROWN, DENISE, PHILADELPHIA, PA Defendant REGAL ENTERTAINMENT AND OTHERS Cause Negligence Where filed PHILADELPHIA COUNTY COMMON PLEAS COURT, PHILADELPHIA, PA Date status attained 03/17/10 Date filed 11/12/09 Latest Info Received 03/21/10 .................................................................................................................. ............................... Status Pending CASE NO. 2 -09 -00394 Defendant REGAL ENTERTAINMENT GROUP, INC. Cause PERSONAL INJURY - PRODUCT LIABILITY Where flied U S DISTRICT COURT FOR EASTERN DISTRICT OF PA, PHILADELPHIA, PA Date status attained 01/28/09 13 Date filed 01/28/09 Latest into Received 01/30/09 Status Pending CASE NO. 081203566 Defendant REGAL ENTERTAINMENT GROUP AND OTHERS Cause PREMISES LIABILTY, SLIP /FALL Where filed PHILADELPHIA COUNTY COMMON PLEAS COURT, PHILADELPHIA, PA Date status attained 12/19/08 Date filed 12/19/08 Latest Info Received 12/23/08 ............................... ....................................................................................................................................... Status Pending CASE NO. 081202946 Plaintiff BERNS, BRIGET Defendant REGAL ENTERTAINMENT GROUP AND OTHERS Cause PREMISES LIABILTY, SLIP /FALL Where filed PHILADELPHIA COUNTY COMMON PLEAS COURT, PHILADELPHIA, PA Date status attained 12/16/08 Dale filed 12/16/08 Latest Info Received . __..__..._.................................. 12/23/08 ................................................................................ ..... ........_ ................ Status Pending CASE NO. 2 -08 -02591 Defendant REGAL ENTERTAINMENT GROUP Cause OTHER PERSONAL INJURY Where filed U S DISTRICT COURT FOR EASTERN DISTRICT OF PA, PHILADELPHIA, PA Date status attained 06/03/08 Date filed 06/03/08 Latest Info Received 06/15/08 ............................... ........................................................................................................................................ Status Settled CASE NO. 070500528 Plaintiff BROWN, SIMONA Defendant REGAL ENTERTAINMENT GROUP AND OTHERS Cause PREMISES LIABILTY, SLIP /FALL Where filed PHILADELPHIA COUNTY COMMON PLEAS COURT, PHILADELPHIA, PA Date status attained 12/10/07 Date filed 05/09/07 Latest Info Received 01/13/10 ............................... ...................................................................................................................................... Status Settled DOCKET NO. 200600004847 Plaintiff BOGER, MARY ANN, NEW YORK, NY Defendant REGAL ENTERTAINMEN T GROUP INC Where filed BUCKS COUNTY PROTHONOTARY, DOYLESTOWN, PA 91d Date status attained 01/14/09 Date filed 05/31/06 Latest Info Received .............................................................................................................. 08/24/09 ............................... .......................... Status Pending DOCKET NO. L 000053 06 Plaintiff CARL WOLFF Defendant REGAL ENTERTAINMENT GROUP AND OTHERS Cause PERSONAL INJURY Where filed SUPERIOR COURT OF WARREN COUNTY, BELVIDERE, NJ Date status attained 02103/06 Date filed 02/03106 Latest Info Received 06112/06 If it is indicated that there are defendants other than the report subject, the lawsuit may be an action to clear title to property and does not necessarily imply a claim for money against the subject. UCC Filings Collateral All Negotiable instruments including proceeds and products Type Original CREDITY SUISSE, CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT, NEW YORK, Sec, Party NY Debtor REGAL ENTERTAINMENT HOLDINGS, INC. Filing No. 63795374 Filed With SECRETARY OF STATE /UCC DIVISION, DOVER, DE Date Filed Latest Info Received ....... .... I ............................. Collateral Type Sec. Party Debtor Filing No. Filed With Date Filed Latest Info Received .............. ................. I............... Type Sec. Party Debtor Filing No. Filed With 2006 -10 -31 11/30/06 Equipment and proceeds Original QWEST COMMUNICATIONS COMPANY, LLC, DENVER, CO REGAL ENTERTAINMENT GROUP 2010 0664577 SECRETARY OF STATE /UCC DIVISION, DOVER, DE 2010 -02 -26 03/30/10 Amendment CREDIT SUISSE, CAYMAN ISLANDS BRANCH, AS ADMINISTRATIVE AGENT, NEW YORK, NY FREDERICK PLAZA CINEMA, INC. 00000181285789 UCC DIVISION, BALTIMORE, MD Date Filed 2010 -03 -18 15 r Latest Info Received 03/26110 Original UCC Filed Date 2006 -10 -31 Original Filing No. 00000181285789 . ........................................................................................................................... Type .................................. Original Sec. Party CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRA, NEW Sec. Party YORK, NY Debtor FREDERICK PLAZA CINEMA, INC. Filing No. 00000181190231 Filed With UCC DIVISION, BALTIMORE, MD Date Filed 2004.05 -12 Latest Info Received 08/18/08 Type Continuation Sec. Party CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRA, NEW Sec. Party YORK, NY Debtor FREDERICK PLAZA CINEMA, INC. Filing No. 00000181190231 Flied With UCC DIVISION, BALTIMORE, MD Date Filed 2009 -03 -06 Latest Info Received 03/13109 Original UCC Filed Date 2004 -05 -12 Original Filing No. 00000181190231 ......................................................................................................................................... Type ............................... Amendment Sec. Party CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRA, NEW Sec. Party YORK, NY Debtor FREDERICK PLAZA CINEMA, INC. Filing No. 00000181190231 Filed With UCC DIVISION, BALTIMORE, MD Date Filed 2010 -03 -18 Latest Into Received 03/26/10 Original UCC Filed Date 2004 -05 -12 Original Filing No. 00000181190231 .................... ... ............................ Type . .............. .. ..................... . ..................... ....................................................... Amendment Sec. Party LEHMAN COMMERCIAL PAPER INC., AS ADMINISTRATIVE AGENT, NEW YORK, NY CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRA, NEW Assignee YORK, NY Debtor FREDERICK PLAZA CINEMA, INC. Filing No. 00000181149068 Filed With UCC DIVISION, BALTIMORE, MD Date Filed 2010 -03 -18 16 Latest info Received 03126/10 Original UCC Filed Date 2003 -04 -06 Original Filing No. 00000181 149068 Type Original Sec. Party KASIMA,LLC, MAHWAH, NJ Debtor FREDERICK PLAZA CINEMA,INC. Filing No. 00000181390700 Filed With UCC DIVISION, BALTIMORE, MD Date Filed 2010 -03 -11 Latest Info Received 03/18/10 The public record items contained herein may have been paid, terminated, vacated or released prior to today's date. Government Activity ................................................................................................................................................ ............................... . Activity summary Borrower (Dir /Guar) NO Administrative Debt NO Contractor YES Grantee NO Party excluded from federal program(s) NO Possible candidate for socio- economic program consideration Labour Surplus Area YES (2010) Small Business N/A 8(A) firm N/A The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. Special Events Currency: Shown in USD unless otherwise indicated i - Special Events 0811 41201 0 - STOCK/BOND ISSUANCE /REDEMPTIONIREPURCHASE : According to published reports, Regal Entertainment Group announced that it has priced its previously announced offering of $275 million aggregate principal amount of 9.125% senior notes due 2018 at a price to the public of 100% of their face value. The Company anticipates that the offering will close on or around August 16, 2010, subject to customary closing conditions. The Company intends to use all of the net proceeds of the offering (i) to redeem all of Regal Cinemas' outstanding 9.375% senior subordinated notes due 2012, (ii) to repurchase or repay all of the Company's outstanding 6.25% convertible senior notes due 2011, (iii) to pay fees and expenses related to this offering, and (iv) for general Corporate purposes, which may include the redemption, repayment or repurchase of other indebtedness. - STOCK/BOND ISSUANCE /REDEMPTION /REPURCHASE : According lu published reports, Regal Enteitainmerd Group announced that it plans to offer $275 million aggregate principal amount of its senior notes due 2018. The Company anticipates that the offering will close on or around August 16, 2010, subject to customary closing conditions. The Company intends to use all of the net proceeds of the offering (i) to redeem all of Regal Cinemas' outstanding 9.375% senior subordinated notes due 2012, (ii) to repurchase or repay all of the Company's outstanding 6.25% convertible senior notes due 2011, (iii) to pay fees and expenses related to this offering, and (iv) for general corporate purposes, which may include the redemption, repayment or repurchase of other indebtedness. _ 0810612010 - EARNINGS UPDATE 17 According to published reports, comparative operating results for the 6 months ended July 1, 2010: Revenue of $1,450,500,000, Net Income of $21,100,000, compared to Revenue of $1,454,800,000, Net Income of $61,700,000 for the comparable period in the prior year. 06/02/2010 - PURCHASE OF ASSET: According to published reports on May 24, 2010, Regal Entertainment Group, DUNS 104189316, (Knoxville, TN) announced it has acquired nine theatres from AMC Entertainment Holdings Inc. Terms of the deal were undisclosed. 0612612010 - ANNOUNCED PURCHASE OF ASSET: According to published reports, Regal Entertainment Group, DUNS 104189316, (Knoxville, TN) announced that it has entered into an agreement to acquire 9 theatres from AMC Entertainment Holdings, Inc. in exchange for cash and two Regal theatres. The transaction is expected to close during Regals fiscal second quarter and is subject to customary closing conditions. 05/21/2010 -LINE OF CREDIT: According to published reports, Regal Entertainment Group announced that, Regal Cinemas Corporation, a wholly owned subsidiary of Regal, entered into a sixth amended and restated credit agreement, which amends, restates and refinances its fifth amended and restated credit agreement. The Amended Senior Credit Facility consists of a term loan facility in an aggregate principal amount of $1,250.0 million with a final maturity date in November 2016 and a revolving credit facility in an aggregate principal amount of $85.0 million with a final maturity date in May 2015. Proceeds of the term loan under the Amended Senior Credit Facility were applied to refinance the term loan under the Prior Senior Credit Facility, which had an aggregate principal balance of approximately $1,262.1 million, No amounts have been drawn on the revolving credit facility under the Amended Senior Credit Facility. 0611812010 - STOCKIBOND ISSUANC E/REDEMPTI 0 NIREPURCHASE According to published reports, Regal Entertainment Group announced that, as a result of unfavorable market conditions, it has postponed the previously announced public offering by its indirect wholly -owned subsidiary, Regal Cinemas Corporation, of $250 million in aggregate principal amount of its 8.625% senior notes due 2019 under an effective shelf registration statement filed with the Securities and Exchange Commission. 05/11/2010 - STOCKIBOND ISSUANCEIREDEMPTION /REPURCHASE : According to published reports, Regal Entertainment Group announced that its indirect wholly -owned subsidiary, Regal Cinemas Corporation, plans to offer $250 million aggregate principal amount of its 8.625% senior notes due 2019. The Notes will be guaranteed by Regal and all of the Company's subsidiaries that guarantee the Company's existing credit facility. The Company anticipates that the offering will close on May 17, 2010, subject to customary closing conditions. The Company intends to use all of the net proceeds of the offering, together with the proceeds of a new senior credit facility that the Company intends to enter into concurrently with closing of the notes offering, (i) to repay all of the outstanding obligations under its existing senior credit facility, (ii) to repurchase all of the Company's outstanding 9.375% senior subordinated notes due 2012, (iii) to pay fees and expenses related to the offering and the new senior credit facility, and (iv) for general corporate purposes, which may include the repayment or repurchase of other indebtedness. History & Operations Currency: Shown in USD unless otherwise indicated �— Company Overview Company Name: REGAL ENTERTAINMENT GROUP Doing Business As : (SUBSIDIARY OF ANSCHUTZ COMPANY, DENVER, CO) Street Address: 7132 Regal Ln Knoxville , TN 37918 Phone: 865 922 -1123 URL: http: / /mAAv.regaicinemas.com Stock Symbol: RGC History Is clear Operations Profitable Present management control 8 years Annual Sales 2,893,900,000 History _. ..... . The following information was reported: 06/04/2010 AMY E MILES, CEO MICHAEL L CAMPBELL, EXEC CHB+ Officer(s): GREGORY W DUNN. PRES -COO PETER B BRANDOW, EXEC V PRES - GENERAL COUNSEL -SEC 18 DAVID H OWNSY, EXEC V PRES- CFO -TREAS DIRECTOR(S): The officers identified by ( +) and Charles E Brymer, Alex Yemenidjian, Thomas D Bell Jr, David H Keyte, Lee M Thomas, Stephen A Kaplan, Jack Tyrrell and Nestor R Weigand Jr. Incorporated in the state of Delaware on March 6, 2002. Business started 2002. The company's Class A common stock is traded on the New York Stock Exchange under the symbol "RGC ". There is no established public trading market for the company's Class B common stock. As of February 25, 2009, there were 282 stockholders of record of Class A common stock and one stockholders of record of Class B common stock. As of April 6, 2009, the sole shareholder identified by the company as beneficially owning S% or more of the outstanding shares of Class A common stock was: Anschutz Company (47.9 %). As of the same date, officers and directors as a group beneficially owned less than I % of the outstanding shares. As of April 6, 2009, the only shareholder identified by the company as beneficially owning 5% or more of the outstanding shares of Class B common stock was Anschutz Company (100.0 %). As of April 6, 2009, the only shareholder identified by the company as beneficially owning 5% or more of the outstanding shares of common stock having voting power was Anschutz Company (78.2 %). As of the same date, officers and directors as a group beneficially owned less than 1 % of the outstanding shares. EVENTS: On June 4, 2010, sources stated that Regal Entertainment Group, Knoxville, TN, has entered into an agreement to acquire nine theatres from AMC Entertainment Holdings, Inc., Kansas City, MO, in exchange for cash and two Regal theatres. The transaction is expected to close during Regal's fiscal second quarter and is subject to customary closing conditions. Further details are not available at this lime. On May 6, 2008, sources stated that the company announced that it has completed the acquisition of Consolidated Theatres, Inc., Charlotte, NC on April 30, 2008. With this acquisition, Consolidated Theatres, Inc., will operate as a subsidiary of the company. Terms of transaction were not disclosed. AMY E MILES. She has been appointed as the CEO of the company on June 30, 2009. She has served as the company's Executive Vice President, CFO and Treasurer and has served as such since March 2002. She has served as the Executive Vice President, CFO and Treasurer of Regal Cinemas, Inc., since January 2000. Prior thereto, she served as the Senior Vice President of Finance from April 1999, when she joined Regal Cinemas, Inc. MICHAEL L CAMPBELL. He has been appointed as the Executive Chairman of the Board of the company on June 30, 2009. He has served as the company's Chairman and CEO since May 2005. He has served as a Director since March 2002 and is a member of the company's Executive Committee. He served as the company's Co- Chairman and Co -CEO from March 2002 through May 2005. He founded Regal Cinemas, Inc., in November 1989, and has served as the CEO of Regal Cinemas, Inc., since its inception. GREGORY W DUNN. He is the company's President and COO. He has served as an Executive Vice President and COO of the company since March 2002 and became President of the company in May 2005. He served as the Executive Vice President and COO of Regal Cinemas, Inc., from 1995 to March 2002. Prior thereto, he served as the Vice President of Marketing and Concessions of Regal Cinemas, Inc., from 1991 to 1995. PETER B BRANDOW. He is company's Executive Vice President, General Counsel and Secretary and has served as such since March 2002. He has served as the Executive Vice President, General Counsel and Secretary of Regal Cinemas, Inc., since July 2001, and prior to that time he served as the Senior Vice President, General Counsel and Secretary of Regal Cinemas, Inc., since February 2000. Prior thereto, he served as the Vice President, General Counsel and Secretary from February 1999 when he joined Regal Cinemas, Inc. DAVID H OWNBY. He has been appointed as the Executive Vice President, CFO and Treasurer of the company on June 30, 2009. He has served as the Senior Vice President of Finance since March 2002 and as the CAO since May 2006. He served as the companys Vice President Finance and Director of Financial Projects from October 1999 to March 2002. Prior to joining the company, he served with Emst & Young from September 1992 to October 1999. CHARLES E BRYMER. Director since September 5, 2007. He has served as the President and CEO of DDB Worldwide Communications Group, Inc., since April 2006. ALEX YEMENIDJIAN. Director since October 2005. He has served as the Chairman of the Board and CEO of Armenco Holdings, LLC since January 2005. THOMAS D BELL JR. Director since March 2002. He is the Chairman and CEO of Cousins Properties Incorporated, a real estate investment trust. DAVID H KEYTE. Director since September 6, 2006. He has served as the Executive Vice President and CFO of Forest Oil Corporation since November 1997. LEE M THOMAS. Director since May 10, 2006. Since March 2007, he has served as the President and CEO of Rayonier, Inc. STEPHEN A KAPLAN. Director since March 2002. He is a principal of Oaklree Capital Management, LLC. JACK TYRRELL. Director since May 10. 2006. He has been a founder of five venture capital funds since 1985 and currently serves as the Managing Partner of Richland Ventures LP, Richland Ventures II, LP and Richland Ventures 111, LP. NESTOR R WEIGAND JR. Director since October 2005. Since 2001, he has served as the Chairman and CEO of J P Weigand & Sons, Inc. AFFILIATES: The following are related through common principals, management and /or ownership: Anschutz Entertainment Group, Inc. , Los Angeles, CA. Started '1994'. DUNS 4130838118. Operates as an entertainment group.. Intercompany relations: None reported by management. Operations 06/0412010 Subsidiary of ANSCHUTZ COMPANY, DENVER, CO started 1991 which operates as an investment company. As noted, this company is a subsidiary of Anschutz Company, DUNS number 874831126, and reference is made to that report for background information on the parent company and its management. Description: Operates as a holding company and through subsidiaries operates a theater chain across flip United States. Terms are cash and credit card basis. Sells to the general public. Territory : United States. Generally, studios release the most marketable motion pictures during the summer and the holiday season. Employees: 26,074 which includes officer(s). 100 employed here. Facilities: Occupies premises in a building. Location: 19 Location: Suburban business section on well traveled street. Branches: This business has multiple branches, detailed branch information is available in D & B's linkage or family tree products. Subsidiaries: This business has multiple subsidiaries, detailed subsidiary information is available in D & B's linkage or family tree products. SIC & NAICS ...... .................. ..................................................... ... ..................................... . ............. ....... . ......... I..................... SIC: Based on information in our file, D &B has assigned this company an extended 8 -digit SIC. D &B's use of 8 -digit SICs enables us to be more specific about a company's operations than if we use the standard 4 -digit code. The 4 -digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window. 7832 0000 Motion picture theaters, except drive -in NAICS: 512131 Motion Picture Theaters, Except Drive -In Financials Stock Performance Company Financials: D &B, 2010.05 -05 Three -year Statement Comparative: Current Assets Current Liabilities Current Ratio Currency: Shown in USD unless otherwise indicated 1 Fiscal Fiscal Interim Consolidated Consolidated Consolidated Dec 27 2007 Jan 1 2009 Jul 2 2009 (in thousands) (in thousands) (in thousands) 525,500 273,500 358,000 527,500 366,200 398,100 1.0 0.75 0.9 20 Working Capital (2,000) 02700) (40,100) Other Assets 2.109,400 2,32 2,300 2.289.100 Net Worth U19,300 (23e,900) (228,400 uomn 2,661,200 2,771,900 Long Tonnue» 2,226,700 2,465,500 e,477,400 Net Profit (Loss) 363,000 72,500 Qm Company Financial: EDGAR w"numStatements) ---------^------------ Balance Sheet 21 Fiscal Flscal nxoa Period Ending noonvomumu omwmolldwwu ovoommatou Dec 31 u000 Jon 012009 Dec zr2oor ASSETS Current Assets Short Term |n,esummmn uw ' um Qm Cash and Cash Equivalents __ _.__ __ oo�1mm,0000u . _�o.000.nnn.nn 4us�oo�oA�m_ Inventory to,000.000.00 8.300.000.00 __. o. _ _ _ � Not Trade Receivables 79,300,000-00 88,000,000.00 73_0.000.00_ Other Current Assets . 9,200,000.00 7.000,000o0 _ 7.100,000o* Total :urrmm Assets 428.900,000.00 _273.500,000.00 526,600,000.00 ��a�m ��n��o� � _ � 1��.m�nv ��1��o� � �mo�nn/mmxm��m um ------'------ �----'--------------------- Ww mw ---- — Intangible Assets 1nJoo�0000 1e�on�uozm____________ Ww � �o�uwo i7o�oo�o�oo 1vo�m�$m�mx nmJon�Voz0 Deferred Asset Charges 78,100.000.00 __.78,200,000.00 64.000.000.00 Accumulated Ammortization ' UN _—_-'UNLIN' mmmwmoetw 121.500,000.00 _113,300,000o0 _*2j00,000z0 Total Assets ._ 2.637.700,000.00_ _2,634,200,000.00 uAsurIEm____________�____________ Current Liabilities Accounts Payable 285.500/000.00 __ _247.200.00000 267,100,000.00 Short Term And Current Long Term Debt 17.100,000.00 __ 23,40 0.000.00 w».mm.»»o.Vu Other Current Liam0000 _ _ 93.900,000.0095,600,000.00_113,900,000.00 Total Current uumm/vy _mnn�ou�mm�mumo�ouonm�meor�uo�nn�m ----- _ 1�oonm\onn/m . I�o*�n0000�o . i�no�noono�o . �u�mTwnno�m D�m��u�m�o�w _ _ .�1��o�.on 339,900,000.00 279,800,000.010. �— '— -- mmnmvm�m,_ 00000000 . � `�. �uu�onzm __ mm�onoo _ . Negative Goodwill _ _ _ . � _ uw _ �UN um� �umo Mise Stocks Warrants � UN UN uN Other uommieu _ 238,900,000.00 221.300,000.00 _127,400,000o0 Total Liabilities 2,883.800,000.00 2,831,300,000.00 2,754,200,000-00 SHAREHOLDER'S EQUITY Common Stock 0.00 0.00 100,000.00 Preferred Amount 0.00 0.00 ________ um. .Stock ov�mw_______ -282,900,000.00 _ _ ��n�oon ��mm �o*nnm Retained Earnings _ _*r.mm.mmuo 40,100\000z0 _ 42.600,000z0 Treasury Stock UN LIN UN 21 Other Equity Total Equity Income Statement -10,300,000.00 -9.900.000.00 -1,600,000.00 -246,100,000.00 ^ -235,500.000.00 -119,300,000-00 Statement of Cash Flow Period Ending Operating Activities Fiscal Fiscal Fiscal Consolidated Consolidated Consolidated Dec 31 2009 Jan 01 2009 Dec 27 2007 Depredation Fiscal Fiscal Fiscal Period Ending Consolidated Consolidated Consolidated Changes In Liabilities Dec 31 2009 Jon 01 2009 Dec 27 2007 Sales (Revenue) 2,893,900,000.00 2,771,900,000.00 2,661.200,000-00 Cost of Revenue 1.157,100,000.00 1.097,000,000.00 1,061,300,000-00 Gross Profit 1.736.800,000.00 1,874,900,000.00 1,599,900.000-00 Operating Expenses 410,800,000.00 270,900.000.00 800,700,000.00 Research and Development UN UN UN Sales And General Admin 1,221.500.000.00 1,165.800,000.00 1,091,300,000-00 Non Recurring Expenses UN 22,400,000.00 .900.000.00 Other Operating Items UN UN UN Operating Income 279.400,000.00 284,400,000.00 326,100,000.00 Total Other Income and Expenses Net 43,800,000.00 -24,900,000.00 394,000,000.00 Earnings Before Interest and Taxes 157,200,000.00 186,400,000.00 718.800,000.00 Interest Expense UN 124,300,000.00 112,900.000-00 Earning Before Tax 157,200,000.00 186,400.000.00 605,900,ODO.00 Income Tax Expense 61,900,000-00 74,400,000.00 242,900,00.0-00 Equity Earnings or Loss UN UN UN Minority Interest Expense -200,000.00 -200,000.00 1,300,000-00 Net Income From Continuing Operations 126,700,000.00 142,100,000.00 363,000,000,.00 Discontinued Operations UN UN UN Extraordinary Items UN UN UN Effect of Accounting Changes UN UN UN Other Items -31,200,000.00 -29,900,000.00 0.00 Net Income 95,500,000.00 112,200,000.00 363,000,000-00 Preferred Stocks & Other Adjustments UN UN UN Net Income Applicable to Common Shares 95.500,000.00 112,200.000.00 363,000,000.00 Statement of Cash Flow Period Ending Operating Activities Fiscal Fiscal Fiscal Consolidated Consolidated Consolidated Dec 31 2009 Jan 01 2009 Dec 27 2007 Depredation 215,400,000.00 213,500,000.00 183,400,000.00 Not Income Adjustments 56,000,000.00 19,100,000.00 -17.500,000.00 Changes In Liabilities 43,500,000.00 -62,800,000.00 261,800,000.00 Changes in Accounts Receivables 4,200,000.00 -22,000.000.00 9,200.000-00 Changes in Inventories -4,000,000.00 400,000.00 UN Changes in Other Operating Activities 400,000.00 10,700,000.00 800,000.00 Net Cash Flows - Operating Activities 410,800,000.00 270,900.000.00 800,700,000.00 Financing Activities Dividends Paid -110,800,000.00 — .184,200,000.00 -485,100,000-00 Sale and Purchase of Stock -300.000.00 500,000.00 15,600,000.00 Net Borrowings -402.700.000.00 -8.800,000.00 -24,900.000.00 Other Cash Flows from Financing Activities 390.200,000.00 0.00 14,200,000.00 Effect of Exchange Rate UN UN UN 22 Not Cash Flows - Financing Activities Investing Activities Capital Expenditures Investments Other Cash flows from Investing Activites Net Cash Flows - Investing Activities Change in Cash and Cash Equivalents Financial Ratios Period Ending Current Ratio Quick Ratio Cash Ratio Gross Margin Operating Margin Pre-Tax Margin Profit Margin Pre-Tax ROE After Tax ROE Note: UN =Unavailable Powered By EDGARbritine This Data is Provided as per License from EDGAR online -142.400.000.00 -197,400000.00 480.200.000.00 -108.800,000.00 -131,700,000.00 -114,400,000.00 -2,500,000.00 -4,000,000.00 UN 800,000.00 -202,800,000.00 66,900,000.00 .110.5W,000.00 -338,500,000.00 -47,500,000.00 157,900,000.00 -265,000,000.00 273,000.000.00 Fiscal Fiscal Fiscal Consolidated Consolidated Consolidated Dec 312009 Jan 012009 Dec 27 2007 1.08 0.75 1.00 1.05 0.72 0.98 LIN UN LIN 0.60 0.60 -0.60 0.10 0.10 0.12 0.05 0.07 0.23 0.03 0.04 0.14 -0.64 -0.79 -5.08 -0.39 -0.48 ----- ------ -3.04 Company Financial: EDGAR (Quarterly Statements) ......... .... .. .......... 1. ...... I... ........ ...................................... I ............................ — ....................... Balance Sheet Quarter 02 Q1 04 Quarter Ending Jul 01 2010 Apr 01 2010 Dec 31 2009 EDGAR 2009 Quarter 3 ASSETS Current Assets Short Term Investments UN UN UN UN Cash and Cash Equivalents 225.100,000.00 321,600.000.00 328,100,000.00 192,300.000.00 Inventory 14,600.000.00 113.500,000.00 12,300,000.00 10,600.000.00 Net Trade Receivables 85,200.000.00 32.300,000.00 79,300,000.00 43,700.000.00 Other Current Assets 27,400,000.00 12,700,000.00 9,200,000.00 17.100,000.00 Total Current Assets 362,300,000.00 380,100,000.00 428,900,000-00 263,700,000.00 Fixed Assets 1.762.600.000.00 1.762,900,000.00 1,818,700,000.00 1,857.500,000.00 Long term Investments UN UN UN UN Intangible Assets 24,200,000.00 10,800,000.00 11,700,000.00 12,600.000.00 Goodwill 178.800,000.00 178.800,000.00 178,800,000.00 178,800,000.00 Deferred Asset Charges 93,500,000.00 86,700,000.00 78.100,000.00 77,900,000.00 Accumulated Ammortizallon UN UN UN UN Other Assets 163.600,000.00 169,600,000.00 121,600,000.00 122,000,000.00 Total Assets 2,576,000,000.00 2,588,900,000.00 2,637,700,000.00 2,612,500,000.00 LIABILITIES Current Liabilities 23 Accounts Payable 264.000,000.00 Short Term And Current Long Tenn Debt 217.100,000.00 Other Current Liabilities 90, 900.000.00 Total Current Liabilities 572,000,000.00 Long Term Debt 1,690.800,000.00 Deferred Long Term Liability Charges 344,000.000.00 Minority interest -11.200.000.00 Negative Goodwill UN Misc Stocks Warrants Options UN Other Liabilities 251,700,000.00 Total Liabilities 2.857,300,000.00 SHAREHOLDER'S EQUITY Common Stock 0.00 224,100,000.00 285,5110,000.00 184,300,000.00 216,300,000.00 117,1100,000.00 20.200.000.00 108,600,000.00 93,900,000.00 72,800.000.00 549,000,000.00 396,500,000.00 277,300,000.00 1,706,000.000.00 1,908,000,000.00 1,907.000,000.00 346,600,000.00 341,200,000.00 342.700,000.00 -1.100.000.00 -800,000.00 -M,000.00 LIN UN UN UN LIN UN 249,000,000.00 2,948,500,000.00 0.00 Preferred Stock Amount 0.00 0.00 Capital Surplus -280,100,000.00 -281.400,000.00 Retained Earnings 13,200,000.00 35.600.000.00 Treasury Stock UN UN 238,900.000.00 244,000.000.00 2,883,800,000.00 2,770,400,000.00 0.00 0.00 -282,900,000.00 47,000.000.00 UN Other Equity -15.500,000.00 -13.900.000,00 -10,300,000.00 Total Equity -282,300,000.00 -259,600,000.00 -246,100.000.00 Income Statement Quarter Quarter Ending Sales (Revenue) Cost of Revenue Gross Profit Operating Expenses 0.00 0.00 -263,400,000.00 17.900,000.00 UN -12,500,000.00 -257,900,000.00 .. ........... Q2 01 Q4 UN Jul 01 2010 Apr 01 2010 Dec 31 2009 EDGAR 2009 Quarter 315,600,000.00 305.000.000.00 Non Recurring Expenses 3 730,700,00D.00 719,800,000.00 765,600,000.00 673,500,000.00 296,600.000.00 293.400,000.00 306,600,000.00 271,700,000.00 434,100,000.00 426.400,000.00 469.000.000.00 401,800,000.00 Research and Development UN UN UN UN Sales And General . Admin 311,100,000.00 309.500,000.00 315,600,000.00 305.000.000.00 Non Recurring Expenses UN UN UN UN Other Operating Items UN UN UN UN Operating Income 66.000,000.00 47,600.000.00 82,200,000.00 38,400,000.00 Total Other Income and Expenses Net -27.200,000.00 -13,900,000.00 -11.300,000.00 15,600.000.00 Earnings Before Interest and Taxes 9,000,000.00 27.500,000.00 57,100.000.00 -2.900,000.00 Interest Expense UN UN UN UN Earning Before Tax 9,000,000.00 27,500,000.00 67.100,000.00 -2,900.000.00 Income Tax Expense 4.3W.000.00 11,100,000.00 21,600.000.00 -1,000,000.00 Equity Earnings or L03S UN UN UN UN Minority Interest Expense -100,000.00 -100.000.00 0.00 -100.000.00 Net Income From Continuing Operations -10,300,000.00 33,200,000.00 47.300.000.00 -1,800,000.00 Discontinued Operations UN UN UN UN Extraordinary Items UN UN UN UN Effect of Accounting Changes UN UN UN UN Other Items . . . .......... 16.100,000.00 . -16,700,000.00 -11.800,000.00 0.00 Net Income 4,800,000.00 16,500,000.00 36,600,000.00 .1,800,000.00 Preferred Stocks & Other Adjustments UN UN UN UN Net Income Applicable to Common Shares 4.800.000.00 16.500.000.00 36.500.000.00 -1,800.000.00 24 E Statement of Cash Flow Quarter - 27,700.000.00 27.800.000-00 Quarter Ending JuI012010 Apr 012010 Operating Activities 200.000.00 -400,000.00 Depreciation 57.900,000.00 59,600.01310.00 Net income Adjustments 23,000,000.00 12,500,000.00 Changes in Liabilities 21,100,000.00 53,600,000.00 Changes in Accounts Receivables 48.400,000.00 46,800,000-00 Changes in Inventories -1,100,000.00 -1,200.000.00 Changes in Other Operating Activities -8,500,000.00 -2,700,000.00 Net Cash Flows - Operating Activities 48,700,000.00 77.900,000.00 Financing Activities 77,200,000.00 33.700.000.00 04 D*c312009 EDGAR 2009 Quarter 3 53,700000.00 12,600,000.00 ... . ...... 118.400,000.00 ....... ... - -.. - -36,400,000.00 -1,700.000.00 8.800,000.00 190.800,000.00 54,700.000-00 21,700.000.00 -109,400,000.00 11,000,000.00 2,000,000.00 5,100,000.00 - 16,800,000.00 Dividends Paid - 27,700.000.00 27.800.000-00 -27.700,000-00 -27,700.000.00 Sale and Purchase of Stock 200.000.00 -400,000.00 0.00 100.000.00 Not Borrowings 5,500,000.00 49,700.000-00 -4,800,000.00 -376,400,000.00 Other Cash Flows from Financing Activities UN UN 0.00 UN Effect of Exchange Rate UN UN UN UN Net Cash Flows - Financing Activities 77,200,000.00 33.700.000.00 -32,900,000-00 -32,200,000-00 Investing Activities Gross Margin 0.59 0.59 Capital Expenditures 33,100,000.00 21,100,000.00 -22,500.000.00 -25,400,000.00 Investments -200,000.00 29.700,000.00 -0.00 -1,000,000.00 Other Cash flows from Investing Activites 34,700,000.00 100,000.00 400.000.00 -0.00 Net Cash Flows - Investing Activities 68,000.000.00 50.700.000.00 -22,100,000-00 -26,400,000.00 Change in Cash and Cash Equivalents 96,600,000.00 -6.500.000-00 135.800.000-00 -75,400,000.00 Financial Ratios Note: UN=Unavailable Powered By EDGARb.W., This Data is Provided as per License from EDGAR online StatementUpdate . .......... ..................................................... ...... I ................... . .. ......... 25 02..-- .(Ii-- 04 -Quarter... Quarter Ending Jul 012010 Apr 411 2010 Dec 312009 EDGAR 2009 Quarter 3 Current Ratio 0.62 0.69 1.08 0.95 Quick Ratio 0.59 0.67 1.05 Cash Ratio UN UN UN UN. Gross Margin 0.59 0.59 0.60 0.60 Operating Margin 0.09 0.07 0.11 0.06 Pre-Tax Margin 0.01 O.W 0.07-.. Profit Margin 0.01 0.02 0.05 0.00 Pre-Tax ROE -0.03 -0.11 -023 0.01 After Tax ROE -0.02 -0.06 -0.14 0.01 Note: UN=Unavailable Powered By EDGARb.W., This Data is Provided as per License from EDGAR online StatementUpdate . .......... ..................................................... ...... I ................... . .. ......... 25 08/09/2010 Interim Consolidated statement dated ]UL 12010 (in thousands): From JAN 01 2010 to JUL 01 2010 sales $1,450,500,000; cost of goods sold $53,500,000. Gross profit $1,397,000,000; operating expenses $1,283,400,000. Operating income $113,600,000; other income $20,000.000; other expenses $97,100,000; net income before taxes $36,500,000; Federal income tax $15,400,000; net income $21,100,000. E Statement obtained from Securities And Exchange Commission. Prepared from books without audit. Fixed assets shown net less 51,326,100,000 depreciation. Explanations The net worth of this company includes intangible; Other Long Term Liabilities consist of Capital lease obligations -net and Other non - current liabilities. Additional Financial Data Fiscal Consolidated statement dated DEC 31 2009 (in thousands): Assets Cash Accts Rec Inventory Prepaid Exps & Other Current Assets Assets Held For Sale Deferred Income Tax Asset Curr Assets Fixt & Equip Goodwill intangible Assets -Net Deferred Income Tax Asset Other Assets Liabilities 328,100 Assets 198,500 Liabilities Debt Obligations Cash 225,100 Accts Pay 176,700 Accts Rec 75,500 Deferred Revenue 90,900 Inventory 14,600 Accruals 65,200 Prepaid Exp & Other Current 27,100 L.T. Liab -(1yr) 217,100 Assets Long -Term Debt -Net Interest Payable 22,100 Assets Held For Sale 300 11,700 L.T. Liab -Other Deferred Income Tax Asset 9,700 Curr Liabs 572,000 Curr Assets 352,300 100 Fixt & Equip 1,762,600 Long Term Debt -Net 1,676,800 Goodwill 178,800 Lease Financing Arrangements -Net 68,700 Intangible Assets -Net 24,200 L.T. Liab -Other 197,000 Deferred Income Tax Asset 93,500 Def. Credits /Income 344,000 Other Assets 163,600 COMMON STOCK 100 ADDIT. PD. -IN CAP (280,100) ACCUM OTHER COMPREHENSIVE LOSS- (15,500) NET RETAINED EARNINGS 13,200 NONCONTROLLING INTEREST (1,200) Total Assets 2,575,000 Total Liabilities 2,575,000 From JAN 01 2010 to JUL 01 2010 sales $1,450,500,000; cost of goods sold $53,500,000. Gross profit $1,397,000,000; operating expenses $1,283,400,000. Operating income $113,600,000; other income $20,000.000; other expenses $97,100,000; net income before taxes $36,500,000; Federal income tax $15,400,000; net income $21,100,000. E Statement obtained from Securities And Exchange Commission. Prepared from books without audit. Fixed assets shown net less 51,326,100,000 depreciation. Explanations The net worth of this company includes intangible; Other Long Term Liabilities consist of Capital lease obligations -net and Other non - current liabilities. Additional Financial Data Fiscal Consolidated statement dated DEC 31 2009 (in thousands): Assets Cash Accts Rec Inventory Prepaid Exps & Other Current Assets Assets Held For Sale Deferred Income Tax Asset Curr Assets Fixt & Equip Goodwill intangible Assets -Net Deferred Income Tax Asset Other Assets 26 Liabilities 328,100 Accts Pay 198,500 69,000 Debt Obligations 17,100 12,300 Accruals 65,200 8,600 Taxes 21,800 600 Deferred Revenue 93,900 10,300 428,900 Curr Liabs 396,500 1,818,700 Long -Term Debt -Net 1,892,600 178,800 Lease Financing Arrangement -Net 72,000 11,700 L.T. Liab -Other 182,300 78,100 Def. Credits /Income 341,200 121,500 COMMON STOCK 100 ADDIT. PD. -IN CAP (282,900) ACCUM OTHER COMPREHENSIVE LOSS (10,300) RETAINED EARNINGS 47,000 NONCONTROLLING INTEREST (800) 26 Total Assets 2,637,700 Total Liabilities 2,637,700 From JAN 02 2009 to DEC 312009 annual sales $2,893,900,000. Operating expenses $2,614,500,000. Operating income $279,400,000; other income $38,600,000; other expenses $160,800,000; net income before taxes $157,200,000; Federal income tax $61,900,000. Net income $95,300,000. Statement obtained from Securities And Exchange Commission. Prepared from statement(s) by Accountant: KPMG, LLP, Nashville, Tennessee. ACCOUNTANTS OPINION A review of the accountant's opinion indicated that the financial statement meets generally accepted accounting principles and the audit contains no qualifications. Fixed assets shown net less $1,246,400,000 depreciation. Explanations The net worth of this company includes intangibles; Other Long Term Liabilities consist of Capital lease obligations & Other noncurrent liabilities. On May 5, 2010 the financial information was updated. Key Business Ratios Statement Date Dec 31 2009 Based on this Number of Establishments 17 Industry Norms Based On 17 Establishments This Business Industry Median Industry Quartile Profitability Return on Sales 3.3 3.5 3 Return on Net Worth ( -) 9.3 4 Short-Term Solvency Current Ratio 1.1 1.8 3 Quick Ratio 1.0 1.5 3 Efficiency Assets /Sales 91.1 93.3 2 Sales / Net Working Capital 89.3 5.2 1 Utilization Total Liabilities / Net Worth 128.7 4 ( -) = Ratio not calculated due to negative number Detailed Trade Risk InsighfTl Detailed Trade Risk Insight provides detailed updates on over 1.5 billion commercial trade experiences collected from more than 260 million unique supplier /purchaser relationships. Days Beyond Terms - Past 3 & 12 Months 3 months from Jun 10 to Aug 10 3 Da s Bc 1 y�nd terms -- 0 27 Dollar- weighted average of 169 payment I Dollar- weighted average of 313 payment experiences experiences reported from 56 companies reported from 81 companies Derogatory Events Last 12 Months from Aug 09 to Jul 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Aug 09 to Jul 10 Status Aug -09 Sep -09 Oct -09 Nov -09 Dec -09 Jan -10 Feb -10 Mar -10 Apr -10 May -10 Jun -10 Jul -10 Total ; 504,496 • 627,745 685,275 520,788 903,506 885,981. 712.267 785,734 601,261 , 738,234 807,438: 92.862 ! Current 443,664' 540,101 }1 628.299 375,444: 787,928 768,909 i 687.284 766,572 550,980 635,969 804,304 91,130 1 -30 f Days Past 26,051 49.0701 21,110' 93,150 57,163 i 58.164 10,4991 4,292 36,056: 83,949 3,418 1,656 Due # i 31 -60 Days 1: Past i 444 4041 1,038 16,8531 11,93131 13,154 143. 712! 208. 4,129 3,022 76 Due ! i 61 -90 ( i1 Days 316 Past 1,871 , 96 605 4,476 9,618 24 i -134 ' -86 84 - Due t 90+ i Days 1 Past 34,021 36,299 34,732 34.736 42.003 36,1146 I 14,311 ! 14,292 ' t 14.103 ' 14,103 -3,806 Due ! 1 This information may not be reproduced in whole or in part by any means of reproduction. © 2005 -2010 Dun & Bradstreet, Inc. 28 UfllifD tfiTiRiHIMffii CORD. Phone: 320-203-1003 Fax: 320 - 203 -1229 August 4, 2010 Ms. Kathleen Robles Project Manager City of San Bernardino Economic Development Agency 201 North "E" Street, Suite 301 San Bernardino, CA 92401 Re: Proposal to Purchase the Empire 20 Cinema Dear Ms. Robles: 3601 18th Street South Suite 104 St. Cloud, MN 56301 Per our prior conversation, enclosed is a proposal from United Entertainment Corp. to purchase the Empire 20 theatre in San Bernardino, CA. The proposed price is to purchase the Real Estate and all Equipment. The proposal is conditional and contingent on thorough inspection of the facility and equipment. At your earliest convenience, please review. If you have any further questions, feel free to call me at (320) 203 -1003 or e -mail me at miker2uecmovics.com. Sincerely, Michael D. Ross CEO United Entertainment Corp. PROPOSAL TO PURCHASE THE EMPIRE 20 MOVIE THEATRE IN SAN BERNARDINO, CA. August 4, 2010 1.) Location of the Theatre: 450 North "E" Street, San Bernardino, CA. 2.) Property: Consists of approximately 115,000 square feet of space with (20) stadium auditoriums. 3.) Seller: City of San Bernardino, CA. 4.) Buyer: United Entertainment Corp. 5.) Proposed Purchase Price: $6,100,000. 6.) Assets to be Purchased: All Real Estate: the building, ticket building, pad and property surrounding the Cinema; All equipment in the building including projectors, speakers, seats, chairs, tables, desks, restaurant equipment (freezers, fridge), tools, and any and all other equipment on the premises; All leasehold improvements including counters, sound fold, carpet, tile, signs, restroom fixtures, sinks, urinals and stools, partitions, lighting fixtures, and any or all other leasehold items on the premises. 7.) Inspection Period: Buyer will have a (60) day period to inspect the property for environmental and other studies, appraise the facility, inspect HVAC system and Units and other equipment and leasehold improvements, etc. 8.) Asset Purchase: The purchase will be a cash deal. 9.) Escrow Amount: $350,000 of the Purchase Price will be held in Escrow for any contingencies that may arise such as environmental cleanup, ADA structural improvements, major roof and HVAC improvements, projection or other major assets that do not work (total replacement), etc. This will exclude parts, minor improvements and cleaning, etc. An asset list will be attached to the Purchase Agreement. 10.) Cash due at closing: $5,750,000 in cash will be due upon closing. 11.) Type of Deal: "As Is" except for enviromnental hazards or other extraordinary items that will not enable the Buyer to renovate and open the Cinema. 12.) Renovations: Buyer will invest approximately $4,000,000 to renovate the Cinema prior to opening it. The Buyer will add new high end leather seats throughout the theatre, repaint the Cinema, add stacked stone to the interior and exterior of the facility, add new hard surface counters, new high end tile imported from Italy, new high end C carpet, new sound fold in the auditoriums, new isle carpet, new tile and paint in the restrooms, new turbo chefs for full menu of food items, 3D in (4) auditoriums, VIP Seating in several of the theatres ($500 cost per large leather chair), new interior and exterior finishes to the theatre, new cafe seating in lobby and two side areas, introduce new self service beverage areas to the cinema, digital signage and kiosks, etc. 13.) Additional Options: Buyer plans to add a bar area to one section of the cinema. This area will be for- Adults only (21 and over) and be in a controlled environment. 14.) Project Schedule: Buyer would plan to Purchase the Cinema in December 2010 or no later than early January and open the theatre on or before May 6, 2011. 15.) Privately Financed: Buyer will use private funds and private financing for the project. The Buyer will use no public funds or taxpayer money for the project. 16.) Contingencies: Buyer receives financing agreeable Buyer. 17.) Parking: Buyer will have free perpetual use of City parking area located adjacent to the theatre premises (Drawing to be attached as an Exhibit). 18.) City Improvements: City will make sure all lighting adjacent to the theatre premises is working prior to the theatre opening to the public and will stripe and top coat the small parking lot next to the Cinema. City will provide Buyer plans and specs for planned improvements on parcels in front of cinema including landscaping, lighting and a new drive. 19.) Pads in front of the Cinema: Buyer will make best efforts to help develop the out parcels in fi-ont of the theatre. 20.) Grand Opening: Buyer will have a "Grand Opening" ceremony (night) for City Officials, Chamber of Commerce and the Media prior to opening to the public. The first week the theatre is open to the public all prices will be discounted significantly, prizes will be given out, and there will be free popcorn and pop on certain nights, etc. 21.) Removal of Exterior Signs: Prior to Buyer purchasing the Cinema, the City will remove all exterior signs from the theatre building. 22.) Green Initiatives: Buyer will make best efforts to utilize green products in its renovation. 23.) Number of Screens: Due to time constraints and other issues, Buyer may open (16) to (18) screens instead of the full (20). The Buyer may utilize a smaller auditorium for a bar/ restaurant and will need to add a good size party room in the facility. 24.) Alternative Content: With 16 to 20 screens Buyer plans to bring in alternative content to the screen such as sporting events, opera, concerts, etc. that were not shown when the theatre was previously open. 25.) Independent Film: With 16 to 20 screens, Buyer plans to show a wider variety of product than the vast majority of theatres. 26.) Security: Buyer will provide additional lighting on the building to make patrons safer and provide security during busy periods and special engagements. 27.) Auditorium Leasing/ Special Shows: Buyer- will have auditoriums available for lease to churches, corporations, and non - profit organizations during off business hours. Buyer also provides special shows for kids and school groups (Summer Kids program) for $1 or- free at special times during the year. 28.) Employment: The theatre should add between 55 and 80 employees depending on the amount of business it does. 29.) Commitment to the Community: Unlike most operators, Buyer is making a commitment to the Community by purchasing the real estate and operating the theatre. Most operators would set up an LLC and lease the theatre. With this amount of investment, Buyer plans to be a positive influence on the community for the long term. 46 J LINUD WEPTflIIihUIT CORP. Phone: 320-203-1003 Fax: 320 - 203 -1229 June 2, 2010 Ms. Kathleen Robles Project Manager City of San Bernardino Economic Development Agency 201 North "E" Street Suite 301 San Bernardino, CA 92401 Re: Letter of Interest/ Proposal - Movie Theatre: San Bernardino, CA. Dear Kathy: 3601 18th Street South Suite 104 St. Cloud, MN 56301 Per our conversation yesterday, the following is an informal proposal reaffirming our interest in purchasing the Empire 20 movie theatre in San Bernardino. United Entertainment Corp. ( "UEC ") is willing to offer the following proposal to the City of San Rernardino: 1) Owner/ Operator: UEC would prefer to Purchase the Theatre Real Estate - Theatre Land, Building, Equipment, assets. etc. 2) Renovation: United Entertainment Corp. will make the following improvernents to the theatre facility: E New, high end leather seats throughout the facility E New the (imported from Italy) and high end carpet throughout the facility t Repaint the entire theatre (inside and out) New Counters — hard surface < Stacked stoned in the lobby and exterior of the theatre. E Add: Exterior elements and lighting to the theatre. This will create a warmer, more modern appearance f Self Service Beverage Stations: The latest, newest cinemas have self service stations. We would add this to San Bernardino. i 3D, we would have 3D added to 4 to 5 auditoriums • Green Initiatives: Where ever we can, we will incorporate green technologies within the cinema such as "hard surface" counters, add some real plants in the cinema lobby, the possibility of using storm water recycling storage tanks, natural stacked stone, energy efficient roof top units for any we need to replace, etc. • Security: UEC will allocate an amount of our annual Budget to keeping the facility safe and secure. This will include an enhanced security system, additional lighting on the building, and more security. • Expanded Concession Menu: Including Pizza, flat Sandwiches, White Castle Burgers, Chicken Tenders, Funnel Cake Fries, Coffee and ice cream. • Possibly a Bar area with food for patrons over the age of 21. Need approval from city and needs to be located in a controlled environment. • Add a QSC DCP 300, Digital Cinema Processor along with the Basis QSC control network to one or two of the auditoriums. The Basis QSC control network is capable of delivering 20,000 watts + of crystal clear sound through 9 different and distinct channels. The sound and picture quality is far superior to a typical large screen auditorium. We have to build a wall behind the screen for sound baffling. • VIP Seating: May have a section in several auditoriums or a single auditorium w/ VIP seating. • Add Digital Signage throughout the Cinema (ticketing and concession stands). • Kiosk for e ticketing. • Upgraded Lobby Improvements These are most of the improvements we would be doing to the Cinema. To give you an idea of what the improvements will look like, I will forward you by e -mail pictures of our theatre in Cleveland, TN. The theatre is currently being renovated with many of the features discussed above. Upon the request of the City, we will forward you a formal proposal. If you have any further questions, feel free to call me at (320) 203 -1003 or e- mail me at miker ,uecmovies.com. Sincerely, ,J —4 ° Michael D. Ross President United Entertainment Corp. United Entertainment Corp, to acquire Spencer Productions Business Wire, Jan 6, 1997 • 2 • Next BEVERLY HILLS, Calif. -- (BUSINESS WIRE)- -Jan. 6, 1997 -- United Entertainment Corp. (UEC)(OTC:UENT) Chairman of the board Lionel Schaen, announced UEC has signed a "Letter of Intent" to acquire Spencer Productions Inc. in an all stock transfer valued at $1 million. Spencer Productions is composed of two entities: Spencer Direct Response TV which produces television Infornercials and long form commercials to market products; Spencer Productions, which produces television programs, videos and recordings. Spencer Productions joins with Marquee Music Inc., headed by Bob Siner, former president of MCA Records in UEC. Related Results • Gale regales NCEW with reflections • Author offers regal reading • Regal and refined • Regal Eagle • Regal Resources Inc.: News Release "Acquiring Spencer is another step in the assemblage of what we consider to be a rare team of seasoned professionals fi-om related fields in the entertainment industry," Schaen noted. "It allows us to manage synergistic businesses and support them from within." As an example, Schaen said, "Marquee Music co- produced and recorded the Latin Jazz artists 'Wild Mango,' winners of the Monterey Jazz Festival as well as winners of the Critics Award from the San Francisco Weekly, and the very prestigious Whammy fi-om The Bay Guardian. "Marquee planned and helped execute the marketing of the recording, then located and promoted a live concert to launch the album 'OBA'. Spencer Productions is creating a television vehicle and a video to promote the band's tour, and to sell the recording in retail stores throughout the world." Spencer Productions has produced and co- produced "Lori Line Live," the "George and lra Gershwin 100th Birthday Special," that are currently airing on public broadcast stations nationally as well as the videos and recordings of these shows that will be marketed in retail outlets throughout the world. 7 Pre- production on four other specials will begin within the next few months. The company has also produced a pilot comedy game show, "Switcli -a- Roo," starring Brad Maule, one of the most popular stars of ABC TV's "General Hospital," which is expected to air in 1997. Since forming in 1995, Marquee Music has signed 13 artists and will soon have 17 CDs in release. Artists include David Benoit, Wild Mango, Katherine Chase Band, Paul Gilman (resident composer for the Boston Symphony), Bobby Vinton and Girard Naulet. United Entertainment Corp.'s 1997 income is expected to exceed $4.5 million CONTACT: Alexis International 619/773 -9227 COPYRIGHT 1997 Business Wire COPYRIGHT 2008 Gale, Cengage Learning United Entertainment Corp, starts trading Business Wire, Nov 21, 1996 • 1 • 2 • Next BEVERLY HILLS, Calif -- (BUSINESS WIRE) - -Nov. 21, 1996 -- United Entertainment Coil). (UEC)(OTC:UNET) Thursday announced it has been cleared for trading by the NASD. Bob Siner, president of Marquee Music, the music division of UEC, reported that the company will have 13 CDs in release over the next few months. They include David Benoit, "To '87" Latin Jazz musicians Wild Mango, "OBA "; Katherine Chase Band, "The Truth" featuring lead vocalist, rhythm guitarist and songwriter Katherine Chase; Paul Gilman, resident composer for the Boston Symphony; Bobby Vinton; Gerard Naulet, "Migration "; and the three CD Native American Collection. Related Results • Gale_repales NCEW with reflections • Author offers regal reading • Regal and refined • Regal Eagle • Regal Resources Inc.: News Release "o—, k Siner reported that Marquee Music will be releasing the CD and video of the public broadcasting station television special celebrating the 100th birthday of George Gershwin. The special, co- produced by Bob Banner and Associates and Spencer- Productions, features the Dallas Symphony Orchestra, Tommy Tune, Maureen McGovern, Jubilant Sykes and the Manhattan Rhythm Kings. The special will air on the public broadcast television stations throughout the United States starting early 1997 and will have simultaneous release on CD and video worldwide. Marquee Music Publishing is in the process of placing music in film and television while retaining the soundtrack rights that will be released on CD. Additionally, the company anticipates signing new and exciting artists to add to the already impressive roster. Siner said, "The company has maintained a small staff with low overhead and is positioned to expand operation through internal growth and acquisition which will yield high profit margin to its investors." CONTACT: Alexis International 619/773 -9227 COPYRIGHT 1996 Business Wire COPYRIGHT 2008 Gale, Cengage Learning United Entertainment corrects stock symbol in news release issued earlier Thursdays ,TENT sted UNET Business Wire, Nov 21, 1996 • 1 • 2 • Next BEVERLY HILLS, Calif. -- (BUSINESS WIRE)- -Nov. 21, 1996 -- United Entertainment Corp. (UEC)(OTC:UENT) Thursday announced it has been cleared for trading by the NASD. Bob Siner, president of Marquee Music, the music division of UEC, reported that the company will have 13 CDs in release over the next few months. They include David Benoit, "To '87 "; Latin Jazz musicians Wild Mango, "OBA "; Katherine Chase Band, "The Truth" featuring lead vocalist, rhythm guitarist and songwriter Katherine Chase; Paul Gilman, resident composer for the Boston Symphony; Bobby Vinton; Gerard Naulet, "Migration "; and the three CD Native American Collection. Related Results • Gale regales NCEW with reflections • Author offers regal reading, • Regal and refined • Regal Eagle • Regal_Resources Inc..: News Releasr- Siner reported that Marquee Music will be releasing the CD and video of the public broadcasting station television special celebrating the 100th birthday of George Gershwin. The special, co- produced by Bob Banner and Associates and Spencer Productions, features the Dallas Symphony Orchestra, Tommy Tune, Maureen McGovern, Jubilant Sykes and the Manhattan Rhythm Kings. The special will air on the public broadcast television stations throughout the United States starting early 1997 and will have simultaneous release on CD and video worldwide. Marquee Music Publishing is in the process of placing music in film and television while retaining the soundtrack rights that will be released on CD. Additionally, the company anticipates signing new and exciting artists to add to the already impressive roster. Siner said, "The company has maintained a small staff with low overhead and is positioned to expand operation through internal growth and acquisition which will yield high profit margin to its investors." CONTACT: Alexis International 619/773 -9227 COPYRIGHT 1996 Business Wire COPYRIGHT 2008 Gale, Cengage Learning http : / /findarticies.coinZpJarticles mi m0E1N /is 1996 Nov 21 /ai 18875681/ ?tag toll co competitors United Entertainment Corporation United Entertainment Corporation 2700 1 St St N St. Cloud, Minnesota 56303 USA _. _.— Tel: (320) 203 -1003 Industry: Theaters, Recreation United Entertainment Corp, owns and operates a chain of video and movie theatres in 11 states throughout the central and eastern United States. The company mission is to provide high quality entertainment at reasonable prices to small and midsize towns. United Entertainment takes pride in bringing the magic of movies and new jobs to communities. The company employs over 450 employees. ( www.uecmovies.com ) ht llwww .list- company.com /cornpan� info 40 28809a13dd74c80113dd9a9025735a United- Entertainment-Corp ration -Theaters-Recreation-M innesota- USA.shtml United Entertainment Corporation Installs GDC Digital Cinema Servers United Entertainment Corporation will install GDC's SA -2100A series servers into its cinemas. UEC is a privately held motion picture theatre circuit and entertainment company based in Minnesota operating over 100 cinema screens. "UEC is pleased to partner with GDC Technology in bringing Digital Cinema to our locations," says Mike Daniels, development manager, United Entertainment Corp. "We found GDC's excellent customer service, advanced product and ease of use to be the compelling factors that led us to our decision." "The SA -2100A offers the best choices in technology, performance and reliability to our customers while keeping the price affordable," says Dr. Man -Nang Chong, founder and CEO of GDC Technology. l "UEC is among our growing list of U.S. exhibitors who have clearly recognized and appreciated the GI)( offer; we are hopeful to win the hearts and minds of even more U.S. exhibitors in the near future." GDC www.gdc- tech.com htt www .digitalcineniareport.comjGDC- UEC - installation E 11 About Us United Entertainment Corp. owns and operates a chain of video stores and movie theatres throughout the United States. The Company mission is to provide high quality entertainment at reasonable prices to the markets we serve. United Entertainment takes pride in bringing the magic of movies and new jobs to communities. Home Office: United Entertainment Corp. 3601 18th Street South Suite 104 St. Cloud, MN 56301 Phone:( Contact Us United Entertainment strives to provide a clean, comfortable and enjoyable experience for every moviegoer. Your comments and suggestions are essential for making this possible. Please include your e -mail and the theatre /video store that you visited. cortiments@uecmovies.com Thank you for choosing United Entertainment. United Entertainment Corp. 3601 18th Street South Suite 104 St Cloud, MN 56301 Phone: (320) 203 -1003 320) 203 -1003 http://www.uecniovies.cpni/ 14 • 7- a f lip s n a a Jib f 01 r 0 �-1 I im ',_' � `y' ' � '� /`� '` ` , ~�` . � ' /. t � ¥ P 0 ,�-A �..�' �! � �� ' �'Ma �.r cm ¢ , �, ;. '� ... a. R ' �{ x ��ii AI- I Y' rl 0 # i . u a c • ' . 1 w fe r IF J ♦� i 1 � 'I i�� 1 •f t f 1, 4 y , e i • , i � . •N' ft a , Y• w a "A 13 I I T N IM f4 .f r r . 6d ' 1. ■ i. • 71 + i i ti :1J ti ', �� U 1 ' �. i �, I �ibA✓' • IL �!__.` �. I 4 I) m ' '---- / / �4 ltd, 4 t�Fr- j u t46 1 1, i j 6a 7& inw' 1 41 DN614 Risk Management ATTN:John Palyo Report Printed:Augusl 23, 2010 Live Report: UNITED ENTERTAINMENT CORP D-U-N-S@ Number: 94-436-1690 Trade Names: PREMIERE THEATERS PREMIERE VIDEOS Endorsement/Billing Reference: jpalyo@nationaldevelopmentco D&B Address Address 3601 18th St S Ste 104 Location Type Headquarters Saint Cloud,MN - 56301 Web viww.uecmovies.corn Phone UNKNOWN Fax Compan�f Summary Scon Bar .... I ...... I ...... I ........... .... .................... — ........... PAYDEX@ tQi 78 Commercial Credit Score Class I Financial Stress Class Credit Limit - D&B Conservative 250,000.00 D&B Rating IR2 PAYDEXOD Trend Chan .— . ........... I... I .... ..... I .... .... ...................... . 1160— 1 1 1 80 z 70 ------- so 60 40 30 20_U U14 9109 11/09 1/010 3/010 5/010 71010 10/09 12/09 21010 41010 6/010 6/01C t This Comparij, L hidusoyBenchmark D&I3 Company Over-view This is a headquarters location Branch(es) or Division(s) Y exist Bankruptcies Mailing Address PO Box 1736 0 Saint 0 Cloud,MN56302 Chief Executive MICHAEL D (Endorsement: ipalyo@nationaldevelopmentro Currency: Shown in USD unless otherwise indicated U� Public Filings .... 11 ............................................ ........... ........... The following data includes both open and closed filings found in D&B's database on this company. Record Typo Number of Most Recent Records Filing Date Bankruptcies 0 Judgments 0 Lions 0 Suits 0 LICCs 15 03/04/10 The public record items contained herein may have been paid, terminated, vacated or released prior to todays date. 111 Year Started Employees Financing _SICT -- -- - - - -_- Line of business NAICS _-- - _~ -• History Status ROSS, PRIES 1993 .�y+ 400 (325 Here) SECURED — 5999 Rat mlec _ merchandise 453998 ^— CLEAR Corporate Linkage Subsidiaries (International) Company City, Country D- U -N -S® NUMBER:=' ATOMIC PROPERTY AND DEVELOPMENT SP Z O O Warszawa, POLAND 36- 606 -3423 UEC PROMENADA SP Z O O Warszawa, POLAND 36- 607 -8293 UEC KORONA SP Z O O J - - -, Warszawa, POLAND 52- 236 -4975 Branches (Domestic) Company �+ �•,� rf �. rifs *``p r'" `r =` # City, State D- U -N -S® NUMBER UNITED ENTERTAINMENT CORP MATTOON , Illinois 00- 788 -2962 UNITED ENTERTAINMENT CORP CAMBRIDGE, Ohio 01- 844 -0987 UNITED ENTERTAINMENT CORP WATERTOWN , South Dakota 10- 274 -7636 UNITED ENTERTAINMENT CORP ALBERT LEA. Minnesota 16 -625 -7386 UNITED ENTERTAINMENT CORP ALEXANDRIA, Minnesota 17- 050 -7565 UNITED ENTERTAINMENT CORP JANESVILLE , Wisconsin 94- 825 -4545 UNITED ENTERTAINMENT CORP LA CROSSE , Wisconsin 94- 825 -4685 UNITED ENTERTAINMENT CORP — -- _ WILLMAR , Minnesota 94- 589 -8708 UNITED ENTERTAINMENT CORP ROCHESTER, Minnesota 95- 725 -3461 Predictive Scores Currency: Shown in USD unless otherwise indicated l Credit Capacity Summary This credit rating was assigned because of D &Bs assessment of the companys creditworthiness. For more information, see the D &B Rating Key D &B Rating : 1R2 Number of employees: 1R indicates 10 or more employees Composite credit appraisal: 2 is good The Rating was changed on August 19, 2010 because of a change in payment information appearing in D & B's file. The 1R and 2R ratings categories reflect company size based on the total number of employees for the business. They are assigned to business files that do not contain a current financial statement. In 1 R and 2R Ratings, the 2, 3, or 4 creditworthiness indicator is based on analysis by D &B of public filings, trade payments, business age and other important factors. 2 is the highest Composite Credit Appraisal a company not supplying D &B with current financial information can receive. Below 9 is an overview of the companys rating history since 06- Number of Employees Total: 400 (325 here) 2 D &B Rating Date Applied 1 R2 08 -19 -2010 1R3 06 -26 -2008 1R2 10 -29 -2004 1R3 10 -05 -2000 — 06.14 -1996 Payment Activity: (based on 84 experiences) Average High Credit: 5,418 Highest Credit: 200,000 Total Highest Credit: 380,850 D &B Credit Limit Recommendation Conservative credit Limit 250,000 5 9 3 2 Aggressive credit Limit: 500,000 rti, Risk category for this business : LOW High Moderate Load This recommended Credit Limit is based on the company profile and on profiles of other companies with similarities in size, industry, and credit usage. Risk is assessed using D &Bs scoring methodology and is one factor used to create the recommended limits. See Help for details. Financial Stress Class Summary The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state /federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D &Bs extensive data files. The Financial Stress Class of 1 for this company shows that firms with this class had a failure rate of 0.03% (3 per 10,000), which is lower than the average of businesses in D & B's database Financial Stress Class : 4 3 2 Hi ah t oo-v Low risk of severe financial stress, such as bankruptcy, over the next 12 months. Probability of Failure: • Among Businesses with this Class: 0.03 % (3 per 10,000) • Financial Stress National Percentile : 99 (Highest Risk: 1; Lowest Risk: 100) • Financial Stress Score Anbsp 1627 (Highest Risk: 1,001: Lowest Risk: 1,875) • Average of Businesses in D &Bs database: 0.48 % ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors: • UCC Filings reported. Financial Stress Percentile Trend: 3 too- 95 95� 9'� "- -9_T 90- i . 1 / 1 1 1 I 1 1 r.-__-_• r.....--_•• T_-----_ T___•-_.,-.._--- T•----•-4-----_-- r.------- r---- ..-- r_____._r--- _ - -_l_ 1 ! 1 ! 1 . f 1 1 1 I t 80— 1 i 1 1 • ' 1 ' I I I 1 I 1 1 / 1 1 1 r____ -__' 70 — 1 I 1 I 1 ------- 1 — ------- I /.. _ ...._4_.__.._4_______4_- _____1_ 1 1 , 1 / 1 t 1 1 1 I 1 • 1 1 I :_ 60 — I , ' •1 I 1 I 1 1 i '- - --- -- I I e 1 1 1 1 1 1 I ; r 1 1 1 • 1 I 1 1 1 1 1 to — t 1 I 1 1 1 1 1 { 1 1 1 1 1 1 1 I UN — 9/09 10109 11/09 12/09 1 /10 2/10 3/10 4/10 5/10 6110 7110 0/10 a This Company Notes: • The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. • The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes. • The Financial Stress National Percentile reflects the relative ranking of a company among all scorable companies in O &Bs file. • The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100- 90 t so 70 60 50 40 30 20 UN — This Business Region Industry Employee Range Years in Business tVEST NORTH GENERAL RETAIL 100 -499 11 -25 CENTRAL Norms National This Business 99 Region: WEST NORTll CENTRAL 76 Industry: GENERAL RETAIL 49 Employee range: 100 -499 75 Years in Business 11 -25 68 This Business has a Financial Stress Percentile that shows: Lower risk than other companies in the same region. Lower risk than other companies in the same industry. Lower risk than other companies in the same employee size range. Lower risk than other companies with a comparable number of years in business. Credit Score Summary 4 The Commercial Credit Score predicts the likelihood that a company will pay its bills in a severely delinquent manner (90 days or more past terms), obtain legal relief from creditors or cease operations without paying all creditors in full over the next 12 months. Scores are calculated using a statistically valid model derived from D &B's extensive data files. The Credit Score class of 1 for this company shows that 6 -0% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database. Credit Score Class : 9 3 2 1 Hi gh Low Incidence of Delinquent Payment • Among Companies with this Classification: 6.00 % • Average compared to businesses in D &Bs database: 23.50 % • Credit Score Percentile : 98 (Highest Risk: 1; Lowest Risk: 100) • Credit Score : 511 (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors: • Most recent amount past due. Credit Score Class Percentile Trend: 100 — E This Company Notes: • The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency. • The incidence of delinquency shows the percentage of firms in a given percentile that are likely to pay creditors in a severely delinquent manner. The average incidence of delinquency is based on businesses in D &B's database and is provided for comparative purposes. • The Commercial Credit Score percentile reflects the relative ranking of a firm among all storable companies in D &B's file. • The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100— r 90 80 70 60 60 40 30- 20 UN 1 ! 1 1 -1 1 1 1 t 1 1 1 i i ] 1 I 1 1 t 1 1 1 1 I 1 1 f 1 1 - - -, 1 1 1 f 1 1 I i I 1 1 1 1 ! I 1 I 1 i 1 1 1 I 1 1 1 1 1 1 1 1 1 1 1 1 1 • 1 f f 1 1 1 t 1 1 i 1 1 1 1 , 1 50— 1 1 1 1 I 1 1 _1_...----r i------- i------- �-------- � 1 1 1 c------- L------- 1 1 1 -------- '- 1 1 1 1 i 1 i 1 1 t 1 , 1 . it 1 1 1 1 i i r 1 1 1 1 --- - --1 1 r i 1 r 1 1 1 1 1 1 i 1 1 c 1 1 I 1 1 I 1 1 , i1 i 1 1 1 1 1 t t i LIN — 1 9/09 10/09 11/09 12109 1110 2/10 3/10 4110 5/10 6/10 7110 9/10 E This Company Notes: • The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency. • The incidence of delinquency shows the percentage of firms in a given percentile that are likely to pay creditors in a severely delinquent manner. The average incidence of delinquency is based on businesses in D &B's database and is provided for comparative purposes. • The Commercial Credit Score percentile reflects the relative ranking of a firm among all storable companies in D &B's file. • The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance. 100— r 90 80 70 60 60 40 30- 20 UN 100- 90 80 70 60 50 40 30 20 — ull i nis vusiness Region Industry Employee Range Years In Business WEST NORTH GENERAL RETAIL 100 -499 11 -25 CENTRAL Norms National % This Business 38 Region: WEST NORTH CENTRAL 62 Industry: GENERAL RETAIL 51 Employee range: 100 -499 85 Years in Business: 11 -25 76 This business has a Credit Score Percentile that shows: Lower risk than other companies in the same region. Lower risk than other companies in the same industry. Lower risk than other companies in the same employee size range. Lower risk than other companies with a comparable number of years in business. Trade Payments Currency: Shown in USD unless otherwise indicated D &B PAYDEX® The D &B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D &B by trader references. Learn more about the D&B PAYDEX Timeliness of historical payments for this company. Current PAYDEX is 78 Equal to 3 days beyond terms ( Pays more promptly than the average for its industry of 9 days beyond terms ) Industry Median is 74 Equal to 9 days beyond terms Payment Trend currently < Unchanged, compared to payments three months ago is Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Total payment Experiences in D &Bs File (HO) 94 Payments Within Terms (not weighted) 93 % Trade Experiences with Slow or Negative Payments( %) 5.85% Total Placed For Collection 0 Average High Credit 5,418 Largest High Credit 200,000 Highest Now Owing 100,000 Highest Past Due 250 D &B PAYDEX 6 78 t too - 120 Dar. 30 Day, .t�JN �Ol7 Prompt • FK High risk of late payment (Average 30 to 120 days beyond terms) • (- Medium risk of late payment (Average 30 days or less beyond terms) • *: Low risk of late payment (Average prompt to 30+ days sooner) When weighted by amount, payments to suppliers average 3 days beyond terms 3 -Month D&B PAYDEX 79 O 1 100 N� I I I 120 Days 30 Days 5 V :1 W1 Prompt • I High risk of late payment (Average 30 to 120 days beyond terms) • L Medium risk of late payment (Average 30 days or less beyond terms) • G' Low risk of late payment (Average prompt to 30+ days sooner) Based on payments collected over last 3 months. When weighted by amount, payments to suppliers average 2 days beyond terms D &B PAYDEX® Comparison Current Year PAYDEX® of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Ret misc merchandise , based on SIC code 5999 . 919 10/9 1119 12/9 1110 2110 3110 4/10 5/10 6110 7110 B /10 Q3 Q4 Q Q2 This Company _ Industry Upper 25 %: % Industry Lower 25% industry Median 9/09 10/09 11/09 12/09 1 110 2/10 3/10 4/10 5/10 6/10 7/10 8/10 This Business 78 78 78 79 79 79 79 79 78 78 78 78 Industry Quartiles Upper 79 79 78 Median 75 75 74 Lower 69 68 68 • Current PAYDEX for this Business is 78 , or equal to 3 days beyond terms • The 12 -month high is 7w, or equal to 2 DAYS BEYOND terms • The 12 -month low is 78, or equal to 3 DAYS BEYOND terms Previous Year Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Rel misc merchandise, based on SIC code 5999 . 7 Shows the trend In D &B PAYDEX scoring over the past 12 months. tun — t: ao — jg_ 7pi 7A. 791 74 74 7 I 7 1 - 50 - r • 1 r i 1 I 1 , �- j� - 1 1 1 1 1 1 1 I i t 1 1 1 1 • 1 t • 1 1 1 1 -1 , • 1 • 1 1 t 1 1 r 1 • 1 1 1 • I 1 1 1 i • 1 , r 1 • r I t 1 1 1 1 919 10/9 1119 12/9 1110 2110 3110 4/10 5/10 6110 7110 B /10 Q3 Q4 Q Q2 This Company _ Industry Upper 25 %: % Industry Lower 25% industry Median 9/09 10/09 11/09 12/09 1 110 2/10 3/10 4/10 5/10 6/10 7/10 8/10 This Business 78 78 78 79 79 79 79 79 78 78 78 78 Industry Quartiles Upper 79 79 78 Median 75 75 74 Lower 69 68 68 • Current PAYDEX for this Business is 78 , or equal to 3 days beyond terms • The 12 -month high is 7w, or equal to 2 DAYS BEYOND terms • The 12 -month low is 78, or equal to 3 DAYS BEYOND terms Previous Year Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Rel misc merchandise, based on SIC code 5999 . 7 too- - n 3l 1 1 1 1 i C 1 1 1 _ ---------------- ------- -------- 7R 74 79. 79: 72• 79! 79T g_ fo 1 ,. 1 � 1 f r• 30 .- , 1 i i I -i _____«_ t.______ 1 ------- J------- . 1___ __.._- r ------- 4------- a------- J... _. ___4 ------- i _______J_ 1 1 1 1 20 1 1 I I I 1 I 1 I 9/06 10 /09 11/01 12101 1/09 2/09 3/09 4/09 5/09 6/09 7/09 8/09 113 Q4 Q1 Q2 , This Company ; industry Upper 2S% v Industry Lour 25% i Industry Median Previous Year This Business industry Quartiles Upper Median Lower Based on payments collected over the last 4 quarters. • Current PAYDEX for this Business is 78 , or equal to 3 days beyond terms • The present industry median Score is 74 , or equal to 9 days beyond terms • Industry upper quartile represents the performance of the payers in the 75th percentile • Industry lower quartile represents the performance of the payers in the 25th percentile 09108 12/08 03109 06109 Q3'08 Q4'08 01'09 Q2'09 78 78 79 79 78 78 78 79 75 75 76 75 69 69 69 69 Payment Habits For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 1 50,000- 100,000 200,000 toot 15,000 - 49,999 0 0 0i 5,000- 14,999 1,000 -4,999 4 85,000 88% Under 1,000 9 62,500 100`/0 11 20,000 97/ 45 11,800 91% Based on payments collected over last 12 months. For all Payment experiences reflect how bills are met in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Payment Summary There are 94 payment experience(s) in DBBs file for the most recent 12 months, with 64 experience(s) reported during the last three month period. The highest Now Owes on file is 100,000 . The highest Past Due on file is 250 Below is an overview of the companys currency - weighted payments, segmented by its suppliers primary industries: 8 Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company Date Last Sale Selling Reported Days Slow High Credit Now Owes RTotal evd Total Largest High Ter nlss <31 31.60 61.90 (month) (V) Amts Credit ("fie) 90> Ppt 50 0 Ppt N I %) Top Industries 1 mo Ppt 20,000 0 0 2 -3 mos Telephone communiclns 16 14,550 10,000 93 7 0 0 0 Electric services 10 17,050 5,000 100 0 0 0 0 Nonclassified 9 3,700 1,000 86 14 0 0 0 Nalnl commercial bank 5 70,000 30,000 100 0 0 0 0 Whol groceries 4 9,750 7,500 100 0 0 0 0 Natural gas distrib 4 15,000 5,000 100 0 0 0 0 Misc publishing 4 150 50 100 0 0 0 0 Air courier service 3 200 100 100 0 0 0 0 Who] electrical equip 2 20,050 20,000 100 0 0 0 0 Short-lrm busn credit 2 850 750 100 0 0 0 0 Whol service paper 2 500 250 75 25 0 0 0 Whol electronic parts 1 200,000 200,000 100 0 0 0 0 Whol computers /sofhvr 1 20,000 20,000 50 50 0 0 0 Mfg extracts /syrup 1 5,000 5,000 100 0 0 0 0 Hvy const eqpt rental 1 1,000 1,000 100 0 0 0 0 Business association 1 500 500 100 0 0 0 0 Mfg computers 1 250 250 100 0 0 0 0 Misc advertising svcs 1 250 250 100 0 0 0 0 Arrange cargo transpt 1 100 100 100 0 0 0 0 Coaling /engrave svcs 1 100 100 100 0 0 0 0 Insurance agent 1 100 100 100 0 0 0 0 Whol durable goods 1 100 100 100 0 0 0 0 Radiotelephone commun 1 100 100 100 0 0 0 0 Other payment categories Cash experiences 21 1,550 750 Payment record unknown 0 0 0 Unfavorable comments 0 0 0 Placed for collections: With D &B 0 0 0 Other 0 N/A 0 Total in D &Bs file 94 380,850 200,000 Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise, skipped invoices etc. Detailed payment history for this company Date Last Sale Selling Reported Paying Record High Credit Now Owes Past Due Within Terms (mmfyy) (month) 07/10 Pot 50 0 Ppt 50 0 Ppt 200,000 100,000 50 1 mo Ppt 20,000 0 0 2 -3 mos 9 06 /10 Ppt 15,000 15,000 0 1 mo Ppt 10,000 7,500 0 1 mo Ppt 7,500 7,500 0 1 mo Ppt 5,000 250 0 N30 1 mo Ppt 5,000 2,500 0 N15 1 mo Ppt 5,000 100 0 N30 1 mo Plat 2,500 0 0 1 mo Ppt 2,500 2,500 0 1 mo Ppt 2,500 50 0 N30 1 mo Ppt 2,500 50 0 1 mo Ppt 2,500 50 0 N30 1 mo Ppt 2,500 2,500 0 1 mo Ppt 1,000 0 0 1 mo Ppt 750 750 0 1 mo Ppt 750 750 0 1 mo Ppt 500 0 0 2 -3 mos Ppt 500 500 0 1 mo Ppt 250 250 0 1 mo Ppt 250 0 0 2 -3 mos Ppt 250 250 0 1 mo Ppt 250 250 0 1 mo Ppt 250 250 0 1 mo Ppt 250 0 0 1 mo Ppt 250 250 0 1 mo Ppt 100 0 0 N30 6 -12 mos Ppt 100 0 0 1 mo Ppt 100 100 0 1 mo Ppt 100 50 0 1 mo Ppt 100 0 0 6 -12 mos Ppt 50 0 0 1 mo Ppt 50 50 0 1 mo Ppt 50 50 0 1 mo Ppt 50 0 0 N30 1 mo Ppt 0 0 0 6 -12 mos Ppt -Slav 15 250 0 0 6 -12 mos Ppt -Slo%v 30 1,000 500 0 1 mo (041) Satisfactory. 1,000 0 0 1 mo (042) 750 Cash 1 mo account Ppt 30,000 750 0 1 n10 Ppt 5,000 5,000 0 1 mo Ppt 1,000 500 0 N30 1 mo Ppt 750 750 0 N30 1 mo Ppt 500 500 0 1 mo Ppt 250 50 0 N30 1 mo Ppt 100 100 0 1 mo Ppt 0 0 0 N30 1 mo Ppt -Slow 30 20,000 0 0 1 mo (052) Sales 1 mo COD (053) Sales 1 mo COD (054) Sales 1 mo 10 0 Payments Detail Key: t_ 30 or more days beyond terms Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported. Public Filings Currency: Shown in USD unless otherwise indicated I Summary The following data includes both open and closed Wings found in D &B's database on this company. Record Type # of Records Most Recent FIIIng Date Bankruptcy Proceedings 0 Judgments 0 _ Liens 0 Suits 0 - UCCs 15 03/04/10 The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source. W COD (055) Sales 1 mo COD 05/10 Plat 500 500 0 1 mo Ppt 100 100 0 1 mo Ppt 50 0 0 04/10 Ppt 500 1 mo Ppt -Slow 30 750 500 0 1 mo Ppt -Slow 30 250 250 100 1 mo Ppt -Slow 30 50 0 0 4 -5 mos Slow 30 50 0 0 6 -12 mos (064) Cash own 0 0 0 6 -12 mos option . (065) Cash own 0 0 0 6 -12 mos option . (066) Cash own 0 0 0 6 -12 mos option . (067) Cash own 0 0 0 6 -12 mos option . 03/10 Pot 7,500 5,000 0 1 mo Ppt 1,000 1,000 0 1 mo Pot 750 500 0 1 mo Pot 500 0 0 1 mo 02110 Ppt 100 0 0 6 -12 mos 09/09 Ppt 250 0 0 1 mo Pot 50 0 0 6 -12 mos 08/09 (075) Cash own 50 Cash 6 -12 mos option. account 07/09 Ppt 100 0 0 6 -12 mos Ppt 50 0 0 6 -12 mos Pot 50 50 0 1 mo 01/09 Slow 150 -180 0 0 6 -12 mos 10/08 Ppt 50 0 0 2 -3 mos Payments Detail Key: t_ 30 or more days beyond terms Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported. Public Filings Currency: Shown in USD unless otherwise indicated I Summary The following data includes both open and closed Wings found in D &B's database on this company. Record Type # of Records Most Recent FIIIng Date Bankruptcy Proceedings 0 Judgments 0 _ Liens 0 Suits 0 - UCCs 15 03/04/10 The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source. W UCC Finns Collateral All Assets including proceeds and products - All Negotiable instruments including proceeds and Sec. Party products - All Inventory including proceeds and products - All Account(s) including proceeds and Debtor products - and OTHERS Type Original Sec. Party U.S. BANK NATIONAL ASSOCIATION, OSHKOSH, WI Debtor UNITED ENTERTAINMENT CORP. Filing No. 200515488058 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed Latest Info Received 2005 -03 -08 03/17/05 ........................................................................................................................................ Type ....._......................... Amendment Sec. Party U.S. BANK NATIONAL ASSOCIATION, OSHKOSH, WI Debtor UNITED ENTERTAINMENT CORP. Filing No. 20081342677 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed 2008 -10 -03 Latest Info Received 10108/08 Original UCC Filed Date 2005 -03 -08 Original Filing No. 200515488058 Collateral All Negotiable instruments including proceeds and products - All Inventory including proceeds and products - All Account(s) including proceeds and products - All General intangibles(s) including proceeds and products - and OTHERS Type Original Sec. Party HOME FEDERAL SAVINGS BANK, SARTELL, MN Debtor UNITED ENTERTAINMENT CORP. Filing No. 200813422207 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed Latest Info Received 2008 -10 -03 10/08/08 ....................................................................................................................................... ............................... Collateral Negotiable instruments including proceeds and products - Inventory including proceeds and products - Account(s) including proceeds and products - Oil, gas and minerals including proceeds and products - and OTHERS Type Original Sec. Party STEARNS BANK NATIONAL ASSOCIATION, SAINT CLOUD, MN Debtor UNITED ENTERTAINMENT CORP. Filing No. 097204341737 Filed With SECRETARY OF STATE /UCC DIVISION, SACRAMENTO, CA Date Filed Latest Info Received 2009 -07 -31 08/13/09 ILI Type Original Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP A MINNESOTA CORPORATIO Filing No. 200411531308 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed 2004 -04 -23 Latest Info Received 05/13/04 ......................................................................................................................................... collateal ............................... Inventory and proceeds - Account(s) and proceeds - General intangibles(s) and proceeds - Assignee Machinery and proceeds - and OTHERS Type Amendment Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP A MINNESOTA CORPORATIO Filing No. 20071559406 Filed With SECRETARY OF STATEIUCC DIVISION, SAINT PAUL, MN Date Filed 2007 -02 -20 Latest Info Received 03/01/07 Original UCC Filed Date 2004 -04 -23 Original Filing No. 200411531308 .......................................................................................................................................... Type ............................... Assignment Assignee ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP A MINNESOTA CORPORATIO Filing No. 20071559406 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed 2007.02 -20 Latest Info Received 05/28/08 Original UCC Filed Date 2004.04 -23 Original Filing No. 200411531308 .............................................................................................................. Type ............................... .......................... Continuation Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP A MINNESOTA CORPORATIO Filing No. 20091557694 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed 2009.04 -02 Latest Info Received 04/07/09 Original UCC Filed Date 2004 -04 -23 Original Filing No. 200411531308 Collateral Inventory and proceeds - Accounl(s) and proceeds - General intangibles(s) and proceeds - 13 ............. . ...... . .. . . . . . . . . . . ............. Type Machinery and proceeds - and OTHERS Type Original Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP Filing No. 20040030686M Filed With SECRETARY OF STATE /UCC DIVISION, RALEIGH, NC Date Filed 2004 -03 -29 Latest Into Received 04/06/04 ............. . ...... . .. . . . . . . . . . . ............. Type . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . .. . ................................................. . . . ......................... Continuation Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP Filing No. 20090013545M Filed With SECRETARY OF STATE /UCC DIVISION, RALEIGH, NC Dale Filed 2009 -02 -20 Latest Into Received 02/23/09 Original UCC Filed Date 2004 -03 -29 Original Filing No. 20040030686M .................................. ...................................... Collateral .................................................. ,.... ...... ........ ... .......... ........... 1. Account(s) and proceeds - General intangibles(s) and proceeds - Equipment and proceeds Type Amendment Sec. Party HOME FEDERAL SAVINGS BANK, SARTELL, MN Debtor UNITED ENTERTAINMENT CORP Filing No. 20091711529 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed 2009 -08 -20 Latest Info Received 08/27/09 Original UCC Filed Date 2009 -03 -23 Original Filing No. 200915426220 .......... ......... ...........................................................................................................»........ Type ............................... Original Sec. Party INDIANA STATEWIDE CERTIFIED DEVELOPMENT CORPORATION, INDIANAPOLIS, IN US SMALL BUSINESS ADMINISTRATION, INDIANAPOLIS, IN Debtor UNITED ENTERTAINMENT CORP Filing No. 201019363414 Filed With SECRETARY OF STATE /UCC DIVISION, SAINT PAUL, MN Date Filed Latest Info Received Type Sec. Party Debtor 2010 -03 -04 03/09/10 Original ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT UNITED ENTERTAINMENT CORP, A MINNESOTA CORPORATION w Filing No. OH00075279119 Filed With SECRETARY OF STATE /UCC DIVISION, COLUMBUS, OH Date Filed 2004 -03 -29 Latest Info Received 04/09/04 .......................................................................................................... Type ............................... ................................................. Continuation Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP, A MINNESOTA CORPORATION Filing No. 20090510226 Filed With SECRETARY OF STATE /UCC DIVISION, COLUMBUS, OH Date Filed 2009 -02 -20 Latest Info Received 03/03/09 Original UCC Filed Date 2004.03 -29 Original Filing No. OH00075279119 ........................................................................................................................................ ....._......................... Type Original Sec. Party ZIONS FIRST NATIONAL BANK, SALT LAKE CITY, UT Debtor UNITED ENTERTAINMENT CORP., A MINNESOTA CORP. Filing No. OH00076250443 Filed With SECRETARY OF STATE /UCC DIVISION, COLUMBUS, OH Date Filed 2004 -04 -21 Latest Info Received 04/29/04 The public record items contained herein may have been paid, terminated, vacated or released prior to today's date. Government Activity Activity summary Borrower (Dir /Guar) Administrative Debt Contractor Grantee Party excluded from federal program(s) Possible candidate for socio-economic program consideration Labour Surplus Area Small Business 8(A) firm NO NO NO NO NO YES (2010) N/A N/A The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. Special Events Currency: Shown in USD unless otherwise indicated �. 15 Special Events 10108/2009 Business address has changed from 2700 First St N Ste 200, Saint Cloud, MN 56303 to 3601 18th St S Ste 103, Saint Cloud, MN, 56301. History & Operations Company Overview _ ..... .........._ _. _................. I ....................... .. Company Name: Doing Business As Street Address: Mailing Address: Phone: URL: History Present management control History Currency: Shown in USD unless otherwise indicated UNITED ENTERTAINMENT CORP PREMIERE THEATERS PREMIERE VIDEOS 3601 18th St S Ste 104 Saint Cloud, MN 56301 PO Box 1736 Saint Cloud MN 56302 UNKNOWN http://vAvw-uecmovies.com Is clear 17 years The following information was reported: 08/18/2010 Officer(s): MICHAEL D ROSS, PRIES DIRECTOR(S) : THE OFFICER(S) Business started 1993. 100% of capital stock is owned by Mike Ross. MICHAEL D ROSS. Antecedents are undetermined. Business address has changed from 2700 First St N Ste 200, Saint Cloud, MN, 56303 to 3601 18th St S Ste 103, Saint Cloud, MN, 56301 Business Registration CORPORATE AND BUSINESS REGISTRATIONS REPORTED BY THE SECRETARY OF STATE OR OTHER OFFICIAL SOURCE AS OF Aug 15 2010 Registered Name: UNITED ENTERTAINMENT CORP. Business type: DOMESTIC CORPORATION Corporation type: PROFIT Date incorporated: May 07 1993 State of MINNESOTA incorporation: Filing date: May 07 1993 Registration ID: DCX 7U -734 Duration: PERPETUAL Status: ACTIVE Where filed: SECRETARY OF STATE /CORPORATIONS DIVISION, SAINT PAUL, MN Registered agent: MICHAEL 0 ROSS. 3601 18TH STIR. S., STE. 104, ST CLOUD, MN, 563010000 Principals: IviICHAEL D ROSS. CHIEF EXECUTIVE OFFICER, 3601 18TH STIR. S., STE. 104 , ST CLOUD , MN , 563010000 Operations 16 08/1812010 Retails theater programs (100 %). Description: All sales cash. Sells to general public. Territory : Regional. Nonseasonal. Employees: 400 which includes officer(s) and 370 part-lime. 325 employed here. Facilities: Occupies premises in building. Branches: Maintains a branch at Waukegan, IL. SIC & NAICS SIC: Based on information in our file, D &B has assigned this company an extended 8 -digit SIC. D &B's use of 8 -digit SICs enables us to be more specific about a company's operations than if we use the standard 4 -digit code. The 4 -digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window. 5999 9925 Theater programs NAICS: 453998 All Other Miscellaneous Store Retailers (except Tobacco Stores) Financials Currency: Shown in USD unless otherwise indicated Company Financials: D &B D &B currently has no financial information on file for this company. You can ask D&B to make a personalized request to this company on your behalf to obtain its latest financial information by t clicking the Request Financial Statements button below. Additional Financial Data Sources contacted verified information on September 29, 2009. Request Financial Statements Request Financial Statements Requested financials are provided byUNITED ENTERTAINMENT CORPand are not DUNSRight certified. Key Business Ratios D & B has been unable to obtain sufficient financial information from this company to calculate business ratios. Our check of additional outside sources also found no information available on its financial performance. To help you in this instance, ratios for other firms in the same industry are provided below to support your analysis of this business. Based on this Number of Establishments 397 Industry Norms Based On 397 Establishments This Business Industry Median Industry Quartile Profitability Return on Sales UN 1.5 UN Return on Net Worth UN 7.9 UN 17 3 Short-Term Solvency Current Ratio UN 1.9 UN Quick Ratio UN 0.8 UN Efficiency Assets /Sales UN 37.7 UN Sales / Net Working Capital UN 7.3 UN Utilization Total Liabilities J Net Worth UN 98.6 UN UN = Unavailable Detailed Trade Risk InsightTM Detailed Trade Risk Insight provides detailed updates on ovr supplier /purchaser relationships. Days Beyond Terms - Past 3 & 12 Months 3 months from Jun 10 to Aug 10 4 NO/ Da s 1204 - - -D y. Hiyond Tenin - -- 0 Dollar- weighted average of 30 payment experiences reported from 19 companies :r 1.5 billion commercial trade experiences collected from more than 260 million unique 12 months from Sep 09 to Aug 10 El r r 120 + — Days Beyond Terms — 0 Dollar - weighted average of 57 payment experiences reported from 32 companies Derogatory Events Last 12 Months from Aug 09 to Jul 10 No Derogatory trade Event has been reported on this company for the past 13 Months Total Amount Current and Past Due - 12 month trend from Aug 09 to Jul 10 Status Aug -09 Sep -09 Oct -09 Nov -09 Dec -09 Jan -10 Feb -10 Mar -10 Apr -10 May" Jun-10 Jul -10 Total 5.640 5.494 5,311 3,254 8.999 7.322 6,486 18,956 25,966 29.803 9,283 5.600 Current 4.759 5,494 5,311 3,254 i 8,999 i 7.322 6,486 18,956 16,686 29.903 9,283 5,600 1 -30 Days 8E1 - - 7,280 Past Due 31 -60 Days 1 �- -- -- - -- — - - - - -i -- - -- ---- i , a Past Due G1 -90 Days Past Due - - - - - 904 Days ! f Past Due j -` - - -- — I I This information may not be reproduced in whole or in part by any means of reproduction. - - -- -- - _ 0 2005 -2010 Dun & Bradstreet, Inc. 18 C rl 0 Solheim Research MEMORANDUM TO: Don Gee, City of San Bernardino Economic Development Agency John Fransen, The Fransen Company FROM Karen Solheim DATE: July 2, 2010 SUBJECT: San Bernardino Downtown Cinema Demographics Project At your request, I analyzed the demographic opportunity associated with the proposed new multi - screen movie theater (also called cinema), to be located at the corner of 4"' and E Streets, in downtown San Bernardino, California. This work has been prepared in two components: 1) trade area definition for the proposed new cinema, and 2) comparisons to areas served by other existing cinemas operated by Regal and Krikorian Theaters. Trade Area (See pages 6 —12) Multiple resources were utilized in the estimation of a trade area for the proposed new cinema. The existing movie theaters serving the greater area were located and number of screens mapped. These competitors will constrain the draw of the proposed cinema by providing alternate venues to view many of the same films. Detailed GIS analysis of demographic variables provided insights into the challenges and opportunities associated with a downtown location. The access improvements planned and underway for the new 1 -215 interchange at 51' Street were studied and the impact was considered. Finally, a drive time model was employed to define the geography that can be reached within 20 minutes of the downtown cinema site. Based on this desktop analysis of the above factors, a trade area was defined. The trade area is shown on Map 1, page 6. Due principally to the modest level of movie theater competition and the ease of access from the 1 -215 corridor, the trade area is geographically expansive and includes San Bernardino, Highland, parts of Rialto, Loma Linda, Grand Terrace, Colton, extending northward past Cal State San Bernardino. This trade area reflects the assumption that there will be excellent access to the cinema from 1 -215 and that there will be excellent security in the parking facilities and immediate area. If either access from 1 -215 or the safety of the patrons becomes compromised, the trade area will shrink geographically. The following are key demographic characteristics of the trade area population: Large current population base: 503,210 people. • Hispanic population is slight majority (53 %); the area contains a mix of ethnicities, including white, black, and Asian. • Slightly more homeowners than renters: 56% of occupied housing units are owner- occupied and 44 %, renter occupied. • Younger population: 54% is aged 10 — 44, prime ages for movie attendance. • Modest incomes: average $64,377 and median $4£3,634. • 46% of households earn $50,000 or more, while 54% earn less. In terms numbers of households, 69,596 trade area households earn $50,000 or more. • The more affluent population lives on the periphery of the trade area, with economic weakness in the core, near the site. Modest education, on average. In spite of the presence of several universities, 53% of trade area adults have high school degree or less. Eq* Solheim Research See pages 11 - 13 for a detailed demographic report, reflecting years 2000, 2010, and 2015. Comparisons Demographic comparisons were made between the San Bernardino area and those served by other movie theaters. For purposes of this analysis, two theater companies were selected; Krikorian Premiere Theatres (Krikorian) and Regal Entertainment Group (Regal). These were selected because they operate in the region with multiplex cinemas and are candidates for the San Bernardino cinema location. Comparisons were made based on 20 minutes drive times areas, rather than circles in order better measure the drawing area of each comparison cinema. Krikorian Premiere Theatres operates the 14 screen multiplex in Redlands, as well as six other units in the greater Los Angeles region and one in northern San Diego County. Three of these units were selected for comparison, chosen to represent these characteristics: a close -by area (Redlands), a high productivity cinema (Pico Rivera), and another suburban location (Vista Village, northern San Diego County.) There are more people living within a 20 minute drive of the San Bernardino cinema site than either Redlands or Vista Village. Specifically compared to Redlands, there are twice as many people within a 20 minute drive to the San Bernardino site. 20 MINUTE DRIVE TIME AREA COMPARISONS: KRIKORIAN CINEMAS TOTAL POPULATION & NUMBER OF HOUSEHOLDS EARNING $35,000+ & $50,000+ Households likely to visit full -price multiplex cinemas are those earning $35,000 or more, with those most likely to frequently visit are earning $50,000 or more. Comparing number of households earning $35,000 + and those earning $50,000 + within the 20 minute drive time areas, the San Bernardino cinema site compares favorably with both Redlands and Vista Village, as shown above. The table below highlights selected demographics for the 20 minute drive time comparisons. The income profiles of the San Bernardino and Pico Rivera areas are similar, with one major exception, median age. The residents of the San Bernardino are younger, a positive factor for movie attendance. 20 MINUTE DRIVE TIME AREA COMPARISONS: KRIKORIAN CINEMAS INCOME, HOUSING STATUS, AGE HHs HHs Per Average $35,000 $50,000 Krikorian Cinemas 2010 Population + + Pico Rivera Village Walk 15 1,189,517 199,855 149,156 Cinema Site: Downtown San 528,640 90,655 66,386 Bernardino Krikorian Cinemas Income Income MetroPlex 15 at Vista Village 339,614 83,019 65,791 Redlands Cinema 14 250,594 53,618 41,249 Households likely to visit full -price multiplex cinemas are those earning $35,000 or more, with those most likely to frequently visit are earning $50,000 or more. Comparing number of households earning $35,000 + and those earning $50,000 + within the 20 minute drive time areas, the San Bernardino cinema site compares favorably with both Redlands and Vista Village, as shown above. The table below highlights selected demographics for the 20 minute drive time comparisons. The income profiles of the San Bernardino and Pico Rivera areas are similar, with one major exception, median age. The residents of the San Bernardino are younger, a positive factor for movie attendance. 20 MINUTE DRIVE TIME AREA COMPARISONS: KRIKORIAN CINEMAS INCOME, HOUSING STATUS, AGE Per Average Median Total Capita Household Household Housing Owner Renter Median Krikorian Cinemas Income Income Income Units Occupied Occupied Vacant Age Pico Rivera Village Walk 15 $17,836 $64,192 $48,481 336,631 49% 46% 5% 33.9 Cinema Site Downtown Sari $i8,068 $60,058 $46,248 168,083 514ia 39% 10`/0 30.0 Bernardino MetroPlex 15 at Vista Village $26,952 $76,528 $60,871 122,887 57% 36% 7% 35.6 Redlands Cinema 14 $24,920 $72,620 $57,023 89,733 50% 41% 9% 32.8 2 Sailicirn Research A complete demographic profile, comparing the San Bernardino 20 minute drive time area and the comparison Krikorian theaters, is shown on pages 14 and 15. Regal Entertainment Group operates theaters under the Regal name and the Edwards name, including three in the greater Riverside area and a large multiplex /IMAX complex in Ontario. The San Bernardino site was compared to four of the Regal locations, including Riverside Plaza 16, Corona Crossing Stadium 18, both within the Inland Empire area, and two downtown locations, LA Live Stadium 14 and Regal Riviera Stadium 8, in Regal's home market of Knoxville, TN. As the table below clearly illustrates, the San Bernardino cinema site compares very favorably in term of total population and also number of middle income + households. 20 MINUTE DRIVE TIME AREA COMPARISONS: REGAL CINEMAS TOTAL POPULATION AND NUMBER OF HOUSEHOLDS EARNING $35,000+ & $50,000+ Regal Cinemas 2010 Population HHs $35,000 + HHs $50,000 + LA Live Stadium 14 2,287,720 349,058 247,666 Cinema Site: Downtown San Bernardino Riverside Plaza 16 Corona Crossings Stadium 18 Regal Riviera Stadium 8 Downtown Knoxville, TN 528,640 90,655 66,386 369,273 76,218 60,330 215,137 50,304 42,558 202,239 43,272 29,249 The income profile of the San Bernardino cinema site is lower than the other suburban comparisons, but higher than both downtown areas, Similarly, the San Bernardino site, in terms of homeownership, is between the suburban cinemas and the downtown cinemas. On the age profile, San Bernardino comes out on top, with a 30.0 median age. 20 MINUTE DRIVE TIME AREA COMPARISONS: REGAL CINEMAS INCOME, HOUSING STATUS, AGE Per Average Median Total Capita Household Household Housing Owner Renter Median Regal Cinemas Income Income Income Units Occupied Occupied Vacant Age LA Live Stadium 14 $19,896 $58,555 $38,359 783,603 26% 67% 7% 331 Cinema Site: Downtown San $18,068 $60,058 $46,248 168,083 51% 39% 10% 30.0 Bernardino Riverside Plaza 16 $23,262 $73,165 $57,244 119,718 53% 41% 6% 308 Regal Riviera Stadium 8 $24,113 $51,20G $36,995 99,899 49% 41% 10% 37.6 Knoxville, TN Corona Crossings Stadium 18 $25,842 $85,930 $72,858 65,586 65% 29% 6% 31.2 A complete demographic profile, comparing the San Bernardino cinema site 20 minute drive time area and the comparison Regal theaters, is shown on pages 16 and 17. 3 Solheirri Research Conclusions • There is an opportunity for a new multiplex theater in San Bernardino, California, The area is currently underserved, having only one theater, a six screen Regency. • A trade area was defined for a new multiplex theater in downtown San Bernardino, to be located at 4th and E Streets. This trade area was based on analysis of competition, demographics, access, and drive time. • The trade area for the downtown cinema will be geographically extensive, reflecting the easy access from the region, utilizing the freeways and other regional arterials. More than one -half million (503,210) people live in the trade area. Many are middle income households, although both lower and upper incomes are represented. The age profile skews younger, which is a positive to cinema attendance. • The currently on -going improvements to the 1- 215/5'h Street interchange will strengthen the site's ability to attract movie goers from the entire area. In addition, security and accessibility from the parking lots are always considerations in downtown locations, particularly those with evening hours, like movie theaters. Addressing these issues successfully is critical to the site's ability to pull from the entire trade area, particularly because the economic weakness of the core. • Based on a 20 minute drive time analysis, the San Bernardino site compares very favorably with existing Krikorian Premiere Theaters and Regal Entertainment Group movie theaters. The most telling comparisons are of the number of households earning $50,000 or more, a population with the economic means to attend full price movie theaters. On this variable, the downtown San Bernardino site compares favorably with Vista, from the Krikorian chain, and Riverside, from the Regal /Edwards chain. LIST OF EXHIBITS Exhibit and Maps: Tvr)e and Title Pace Map: Trade Area: Downtown San Bernardino Cinema 6 Map: Competition: Theater Locations and Screens per Location 7 Map: Population Density 2010 8 Map: Median Household Income 9 Map: 20 Minute Drive Time Around Downtown Cinema Site 10 Exhibit: Demographic Trends San Bernardino Trade 2000/2010/2015 11 -13 Exhibit: Krikorian Theaters: 20 Minute Drive Time Comparisons Population, Ethnicity, & Housing 14 Exhibit: Krikorian Theaters: 20 Minute Drive Time Comparisons: Age, Income & Education 15 Exhibit: Regal Theaters: 20 Minute Drive Time Comparisons Population, Ethnicity, & Housing 16 Exhibit: Regal Theaters: 20 Minute Drive Time Comparisons: Age, Income & Education 17 5 r d E r 0 y a w z U O z Q z w w m z a z O H z O a w a w H z O F- a U O J W CL N z W W U N U) z O I= Q U O J w Q w z O F- w a O U AAmi V) z W Q Z 0 F- a Z) a 0 a 0 r 0 cm w 2 O U Z a O s w U) D O z a 0 w 0 74W o N le" W H z O H z O d D z n O o� Q N W H W > 10 San Bernardino to Ontario Movie Theater Trade Areas: Cinema Site - San Bernardino Downtown Scan /US, Inc. 07/01/2010 2000 Census 2010 Estimates 2015 Projections Population 452,430 503,210 512,235 In Households 442,133 97.7% 490,012 97.4% 499,368 97.5% In Families 377,964 83.5% 437,033 86.8% 449,879 87.8% In Non - family Households 64,169 14.2% 52,979 to.5% 49,489 9.7% In Group Quarters 10,297 2.3% 13,198 2.6% 12,867 2.5% Race: White 230,414 50.9% 380,004 75.5% 382,519 74.7% Black 58,386 12.9% 63,502 12.6% 63,887 12.5% American Indian 5,879 1.3% 8,514 1.7% 9,065 1.8% Asian 22,918 5.1% 33,932 6.7% 37,875 7.4% Pacific Islander 1,463 0.3% 2,103 0.4% 2,114 0.4% Other /Multi- Racial 133,370 29.5% 15,155 3.0% 16,775 3.3% Hispanic Population 199,282 44.0% 266,947 53.0% 288,745 56.4% Labor Force: Pop, 16+ Years 316,172 69.9% 373,049 74.1% 386,793 75.5% in Armed Forces 305 0.1% 1,289 0.3% 658 0.2% Employed 167,955 53.1% 201,585 54.0% 218,874 56.6% Unemployed 18,293 5.8% 32,313 8.7% 23,417 6.1% Not in Labor Force 129,619 41.0% 137,862 37.0% 143,844 37.2% Education: Pop, 25+ Years 252,063 55.7% 296,741 59.0% 313,641 61.2% No HS Diploma 74,166 29.4% 75,327 25.4% 72,443 23.1% HS Graduate 60,408 24.0% 80,652 27.2% 90,021 28.7% College, No Degree 58,882 23.4% 62,234 21.0% 62,482 19.9% Associate Degree 17,304 6.9% 23,039 7.8% 25,925 8.3% College Degree 25,408 10.1% 34,885 11.8% 39,752 12.7% Graduate /Professional Degree 15,895 6.3% 20,604 6.9% 23,018 7.3% Households 141,249 150,409 157,398 Families 103,584 73.3% 109,672 72.94 114,091 77.5% With Children 67,279 47.6% 68,440 45.5% 69,590 44.2% Non - Families 37,665 26.7% 40,737 27.1% 43,307 27.5% With Children 689 0.5% 608 0.4% 555 0.4' Size: Household 3.1 3.3 3.2 Family 3.6 4.0 3.9 Non - Family 1.7 1.3 1.1 Households by Persons: 1 29,664 21.0:. 32,505 21.69' 34,744 77.1% 2 36,142 25.6% 33,142 22.oss 37,121 23.6% 3+ 75,443 53.4:0 84,762 56Ae 85,533 54.3% Total Housing Units: 154,680 167,019 175,137 Vacant 13,431 8.7% 16,610 9.9% 17,739 10.1% Owned 79,663 51.5% 84,757 50.7% 88,520 50.5% Rented 61,586 39.8% 65,652 39.3% 68,878 39.3% Vehicles Available 231,486 309,422 349,020 Average Vehicles /HH 1,6 2.1 2.2 Source: 2000 U.S. Census, 2010/2015 Scan /US Estimates Page 1 of 3 Scan /US, Inc. (800) 2]J • 2687 www.ScanUS.com C San Bernardino to Ontario Movie Theater Trade Areas: Cinema Site - San Bernardino Downtown Total Households Total Aggregate Income ($MII) Per Capita Income Households < $10,000 By $10,000 - $14,999 Income: $15,000 - $19,999 $20,000 - $24,999 $25,000 -$29,999 $30,000 - $34,999 $35,000 - $39,999 $40,000 - $49,999 $50,000 -$59,999 $60,000 - $74,999 $75,000 - $99,999 $100,000- $124,999 $125,000- $149,999 $150,000- $199,999 $200,000- $249,999 $250,000+ Average Household Income: Family Non - Family Median Household Income: Family Non - Family Households < $10,000 By $10,000- $14,999 Disposable $15,000 - $19,999 Income: $20,000- $24,999 $25,000 - $29,999 $30,000 - $34,999 $35,000- $39,999 $40,000- $49,999 $50,000 - $59,999 $60,000 - $74,999 S75,000- $99,999 $100,000 - $124,999 $125,000 - $149,999 $150,000 - $199,999 $200,000 - $249,999 $250,000+ Disposable Aggregate ($Mil) Disposable Average Income Disposable Median Income Source: 2000 U.S. Census, 2010/2015 Scan /US Estimates Scan /US,Inc. 2000 Census 2010 Estimates 141,249 150,409 $6,871.0 $10,245.6 $15,187 $20,360 17,198 12.2% 10,177 11,010 7.8% 10,328 10,315 7.3% 9,758 10,509 7.435 9,033 9,497 6.7r: 9,111 9,380 6.6% 8,913 8,666 6.1% 7,958 15,391 10.91 15,535 11,909 8.4% 12,192 13,627 9.6% 15,417 12,482 8.8% 18,047 5,635 4.0% 10,315 2,564 1.8% 5,883 11589 1.1% 4,338 532 0.43, 965 945 0.7% 2,439 $46,614 $64,377 $49,872 $71,499 $32,371 $45,201 $38,565 $48,634 $42,937 $54,434 $27,135 $35,242 19,017 13.5% 11,649 10,605 7.5% 10,083 11,743 8.3% 10,835 12,484 8.8% 11,217 11,988 8.5% 11,444 10,870 7.7% 10,134 10,759 7.6% 10,822 16,870 11.9X 17,340 12,630 R.9'. 14,240 12,080 8.6% 17,265 7,179 5.1% 13,399 2,507 1.8% 6,078 982 0.7% 2,345 706 0.5% 1,302 257 0.2% 449 572 0.4% 1,807 $5,722.9 $8,209.7 $40,516 $54,583 $33,447 $41,095 (800)2Jj 2687 6.8% 6.9% 6.5% 6.0% 6.1% 5.9% 5.3% 10.3% 8.1% 10.3% 12.0% 6.9% 3.9% 2.9% 0.6x 1.6% 7.7% 6.7% 7.2% 7.5% 7.6% 6.7% 7.2% 11.55:. G_5'.; 11.55': 8.95 4.05: 1.65: 0.9: 0.Y" 1.2% Scan /US, Inc. 07/01/2010 2015 Projections 157,398 $11,947.9 $23,325 8,714 10,314 9,716 8,685 9,187 8,888 7,917 15,865 12,506 16,113 20,545 12,211 7,398 5,188 1,113 3,038 $72,013 $80,274 $50,249 $52,154 $58,941 $37,467 10,149 10,088 10,744 10,966 11,472 10,102 11,061 17,705 14,869 19,676 15,949 7,588 2,701 1,517 530 2,281 $9,626.6 $61,161 $43,637 5.5% 6.6% 6.2% 5.5% 5.8% 5.6% 5.0% 10.1% 7.9% 10.2% 13.1% 7.8% 4.7% 3.3% 0.7% 1.9% 6.4r; 6.4h 6.8 7.0 7.3i; 6.45; 7.0% 11.2 9.4h 12.5% 10.1% 4.8% 1.75, 1.0% 0.3% 1.45; Page 2 of 3 www . ScanUS . com San Bernardino to Ontario Scan /US, Inc. Movie Theater Trade Areas: Cinema Site - San Bernardino Downtown 07/01/2010 2000 Census 2010 Estimates 2015 Projections Total Population 452,430 503,210 512,235 < 5 Years 40,558 9.0% 41,983 8.3% 40,175 7.8% 5 - 9 Years 45,544 10.1% 40,374 8.0% 39,532 7.7% 10. 14 Years 42,419 9.4% 39,389 7.8% 37,931 7.4% 15 - 19 Years 37,955 8.4% 42,263 8.4% 38,595 7.5% 20. 24 Years 33,869 7.5% 42,460 8.4% 42,361 8.3% 25- 34 Years 66,300 14.7% 81,187 16.1% 80,797 15.8% 35 - 44 Years 67,671 15.0% 65,401 13.0% 67,932 13.3% 45- 54 Years 49,642 11.0% 61,429 12.2% 61,529 12.0% 55 - 64 Years 28,997 6.4% 43,762 8.7% 52,217 '10.2% 65 - 74 Years 20,717 4.6% 24,039 4.8% 29,575 5.8% 75 - 84 Years 13,835 3.1% 14,313 2.8% 15,419 3.0% 85+ Years 4,923 1.1% 6,610 1.3% 6,172 1.2% Median Age 29.1 30.7 32.3 Population, Female 231,906 51.3% 255,873 50.8% 260,301 50.8% < 5 Years 19,844 8.6% 20,557 8.0% 19,622 7.5% 5 - 9 Years 22,145 9.5% 19,654 7.7% 19,357 7.4% 10 - 14 Years 20,814 910% 19,312 7.5% 18,618 7.2% 15 - 19 Years 18,830 8.1% 20,959 8.2% 19,264 7.4% 20 - 24 Years 17,323 7.5% 21,601 8.4% 21,766 8.4% 25 - 34 Years 33,827 14.6% 40,176 15.7% 39,750 15.3% 35 - 44 Years 34,518 14.9% 32,738 12.8% 33,580 12.9% 45 - 54 Years 25,578 11.0% 31,666 12.4% 31,568 12.1% 55 - 64 Years 15,263 6.65f 22,847 8.9% 27,342 10.5% 65 - 74 Years 11,757 5.1% 13,263 5.2% 16,036 6.2% 75 - 84 Years 8,500 3.7% 8,612 3.4% 9,143 3.5% 85+ Years 3,507 1.5% 4,488 1.8% 4,255 1.6% Median Age (Females) 30.3 31.6 33.1 Population, Male 220,524 48.7% 247,337 49.2% 251,934 49.2% < 5 Years 20,714 9.4% 21,426 8.7% 20,553 8.2% 5 - 9 Years 23,399 10.6% 20,720 8.4% 20,175 8.0% 10. 14 Years 21,605 9.8% 20,077 8.1% 19,313 7.7% 15- 19 Years 19,125 8.7% 21,304 8.6% 19,331 7.7% 20 • 24 Years 16,546 7.5% 20,859 8.45; 20,595 8.2% 25 - 34 Years 32,473 14.7% 41,011 16.6% 41,047 16.3% 35 - 44 Years 33,153 15.0% 32,663 13.2% 34,352 13.6% 45 - 54 Years 24,064 10.9% 29,763 12.Ok 29,961 11.9% 55 - 64 Years 13,734 6.2% 20,915 8.5% 24,875 9.9f 65- 74 Years 8,960 4.1% 10,776 4.4% 13,539 5.4% 75- 84 Years 5,335 2.4% 5,701 2.3% 6,276 2.5% 85+ Years 1,416 0.6% 2,122 0.9% 1,917 0.8% Median Age (Males) 27.9 29.8 31.4 Source: 2000 U.S. Census, 2010/2015 Scan/US Estimates Page 3 of 3 Scan /US, Inc. (600) 2)S- 2687 www . SCanUS . tom i t Salhie3rr� Research KRIKORIAN THEATERS: 20 MINUTE DRIVE TIME COMPARISONS POPULATION, ETHNICITY, & HOUSING _ Population Within 20 Minute Drive Time Cinema Site: Downtown San Redlands MetroPlex 15 at Pico Rivera Bernardino Cinema 14 Vista Village Village Walk 15 Population 1990 Census 429,157 201,504 260,701 1,100,514 2000 Census 483,211 221,721 320,482 1,168,227 2010 Estimate 528,640 250,594 339,614 1,189,517 2015 Projection 535,330 256,664 357,905 1,176,352 %Change 1990.2000 1.2% 1 f 1.0% 2.1% 0.6% • Change 2000.2010 0.9% I 1.2% 0.6% 0.2% °1° Change 2010 -2015 0.3% I 0.5% 1.1% -0.2% Ethnicity 2010 Hispanic (Any Race) 57% 45% 37% 71% Race 2010 • White 74% 78% 83% 75% • Black 14% 9% 5% 5% • Native American 2% 1% 1% 1% • Asian + Pacific Islander 6% 9% 7% 16% • Other two or more races 4y, % 30/6 Total Population 100% 100% 100% 100% Households i 2000 Census 143,813 74,945 110,124 320,780 2010 Estimate 151,185 81,445 114,162 321,474 % Change 2000.2010 1.7% 2.8% 1.2% 0.1% Household Size 2010 Persons per Household 3.4 3.0 2.9 3.7 % of Pop. In Group Quarters 1.9% 2.8% 1.4% 1.1% Housing Profile 2010 Total Housing Units 168,083 89,733 122,887 336,631 Owner Occupied 51% 50% 57% 49% Renter Occupied 39% 41% 36% 46% Vacant 10% 9% 7% 5% Source; ScanUS 06/2010 14 de 0 KRIKORIAN THEATERS: 20 MINUTE AGE, INCOME, Cinema Site: DRIVE TIME COMPARISONS AND EDUCATION Population Within 20 Minute Drive Time Downtown San Redlands MetroPlex 15 at Pico Rivera Bernardino Cinema 14 Vista Village Village Walk 15 Age 2010 Median Age 30.0 32.8 35.6 33.9 • Age 0 -9 17% 15% 15% 15% • Age 10 - 19 17% 15% 14% 15% • Age 20 - 24 8% 8% 7% 8% • Age 25-44 29% 29% 28% 28% Age 45.64 20% 22% 22% 23% % Age 65 + 8% 10% 13% 11% Income 2010 Per Capita Income $18,068 $24,920 $26,952 $17,836 Average Household Income $60,058 $72,620 $76,528 $64,192 Median Household income $46,248 I $57,023 $60,871 $48,481 Income Distribution 2010 • of HHs < $35,000 40.0% 34.2% 27.3% 37.8% • of HHs $35,000 - $49,999 16.1% 15.2% 15.1% 15.8% • of HHs $50,000 - $74,999 18.7% 17.5% 19.7% 20.1% • of HHs $75,000 - $99,999 11.9% 12.8% 15.0% 11.6% of HHs $100,000 - $149,999 9.3% 12.5% 14.6% 10.0% of HHs $150,000 + 4.0% 7.8% 8.4% 4.7% Number of Households by Income 2010 HHs <$35,000 60,530 27,827 31,143 121.619 HHs $35,000 - $49,999 24,269 12,369 17,228 50,699 HHs $50,000 - $74,999 28,226 14,285 22,467 64,560 HHs $75,000 - $99,999 18,049 10,416 17,069 37,392 HHs $100,000 - $149,999 14,051 10,184 16,648 32,165 HHs $150,000+ 6,060 6,364 9,607 15,039 HHs $35,000 + 90,655 53,618 83,019 199,855 HHs $50,000 + I 66,386 41,249 65,791 149,156 Education of Persons Age 25 + 2010 • of Persons < HS Diploma 28.5% 19.7% 17.1% 32.9% • HS Diploma or Equivalent 28.7% 24.2% 22.1% 26.4% • Some College< 4 yr Degree 28.0% 30.0% 32.4% 22.9% • Bachelors Degree 9.6% 15.5% 18.7% 12.4% • Graduate /Prof. Degree 5.2% 10.6% 9.6% 5.4% Source: ScanUS 0612010 15 A' *w REGAL Th Population 1990 Census 2000 Census 2010 Estimate 2015 Projection • Change 1990.2000 • Change 2000.2010 • Change 2010 -2015 Ethnicity 2010 % Hispanic (Any Race) Race 2010 % While % Black % Native American % Asian + Pacific Islander % Other + two or more races Total Population Households 2000 Census 2010 Estimate % Change 2000 -2010 Household Size 2010 Persons per Household % of Pop. In Group Quarters Housing Profile 2010 Total Housing Units Owner Occupied Renter Occupied Vacant Source: ScanUS 06/2010 [EATERS: 20 h POPULATION, Cinema Site: Downtown San Bernardino 429,157 483,211 528,640 535,330 1.2% 0.9% 0.3% 57% 74% 14% 2% 6% 4% 100° Wheim Re;�carch IINUTE DRIVE TIME COMPARISONS 3.2 ETHNICITY, & HOUSING 2.2% i 168,083 Population Within 20 Minute Drive Time 51% 53% 39% 41% Corona 6% Regal Riviera Riverside Crossings LA Live Stadium 8 Plaza 16 Stadium 18 Stadium 14 Knoxville, TN 282,703 114,858 2,166,600 182,771 315,321 161,590 2,220,934 185,615 369,273 215,137 2,287,720 202,239 395,083 234,885 2,295,501 215,323 1.1% 3.5% 0.2% 0.2% 1.6% 2.9% 0.3% 0.9% 1.4% 1.8% 0.1% 1.3% 48% 45% 61% 3% 80% 81% 68% 60% 8% 7% 14% 16% 1% 1% 1% 0% 8% 8% 13% 2% 3% 3% 30% 2°/ 100% 100% 100% 100% 143,813 99,866 47,628 715,968 80,749 151,185 112,426 61,777 728,051 89,682 1.7% 4.0% 9.1% 0.6% 3.6% 3.4 3.2 2.2% i 168,083 i 119,718 51% 53% 39% 41% 10% 6% ffel 3.4 2.5% 65,586 65% 29% 6% 3.1 2.3% 783,603 26% 67% 7% 2.1 5.2% 99,899 49% 41% 10% oihPim Research REGAL THEATERS: 20 MINUTE AGE, INCOME, Cinema Site: DRIVE TIME COMPARISONS AND EDUCATION Population Within 20 Minute Drive Time Corona Regal Riviera Downtown San Riverside Crossings LA Live Stadium 8 Bernardino Plaza 16 Stadium 18 Stadium 14 Knoxville, TN Age 2010 Median Age i 30.0 30.8 31.2 33.2 37.6 • Age 0 - 9 I 17% 16% 17% 15% 11% • Age 10 -19 17% 16% 14% 15% 12% % Age 20 -24 8% 10% 7% 8% 10% • Age 25 -44 29% 31% 35% 29% 27% • Age 45.64 20% 20% 20% 22% 24% • Age 65 + 8% 8% 7% 11% 16% Income 2010 Per Capita Income $18,068 $23,262 $25,842 $19,896 $24,113 Average Household Income $60,058 $73,165 $85,930 $58,555 $51,206 Median Household Income $46,248 ( $57,244 i $72,858 $38,359 $36,995 Income Distribution 2010 • of HHs <$35,000 40.0% 32.2% 18.6% 521% 51.7% • of HHs $35,000 - $49,999 16.1% 14.1% 12.5% 13.9% 15.6% • of HHs $50,000 - $74,999 18.7% 20.0% 20.4% 14.5% 14.7% • of HHs $75,000 - $99,999 11.9% 13.0% 19.0% 7.5% 7.9% • of HHs $100,000 - $149,999 9.3% 13.5% 19.9% 6.7% 6.2% • of HHs $150,000 + 4.0% 7.2% 9.6% 5.3% 3.9% Number of Households by Income 2010 HHs <$35,000 60,530 36,208 11,473 378,993 46,410 HHs $35,000 - $49,999 24,269 15,888 7,746 101,392 14,023 HHs $50,000 - $74,999 28,226 22,457 12,589 105,845 13,142 HHs $75,000 - $99,999 18,049 14,633 11,744 54,326 7,100 HHs $100,000 - $149,999 14,051 15,128 12,282 48,718 5,520 HHs $150,000 + 6,060 8,112 5,943 38,777 3,487 HHs $35,000+ 90,655 76,218 50,304 349,058 43,272 HHs $50.000+ 66,386 60,330 42,558 247,666 29,249 Education of Persons Age 25 + 2010 of Persons < HS Diploma 28.5% 22.1% 18.4% 34.5% 14.2% °/ HS Diploma or Equivalent 28.7% 26.9% 26.3% 22.2% 30.3% • Some College< 4 yr Degree 28.0% 29.9% 32.3% 20.6% 25.9% • Bachelors Degree 9.6% 13.0% 16.2% 15.2% 18.3% %Graduate /Prof. Degree 5.2% 8.1% 6.7% 7.4% 11.3% Source: ScanUS 0612010 17 Alo. y10� z 69 69 619 69 69 (p 69 69 69 f/i 69 69 b h a C� M M N C� M N N cV cV .-+ 6N9 r-4 � W d h� -- •-• o r a; � o 00 00 .� o V) 66s 6os V) VI) 6099 UE� zz�a O a It N O k Z W 69 ff3 d a 69 69 a a 69 V (G� G co� v O �i v�i1 U oo %6 tfi O o r� .� o � � 6s ed 69 67 69 69 s9 69 6s 69 O 69 69 69 N OA cd y .r1 •� Q h y N 10-D 6� f/l -E! yE-�o 0 o O z° °o^ o^ o o o O on x _ O O o O O C ¢ ¢ N v1 Q b 269 00 6 Z z V) � 6009 6b9 6s A p'Q) dam" v y o o O O o •n �n to V) v) f�y en cd 609 ((i) 6�9 669 6N9 � � 6N9 6�9 607- 619 vs @ ' �C fC El .� 4 (0, 1 ¢ n CU 3 a ca u 11.1 � � •ama� y ¢m1:4 ,