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Cineplex Inc. Reports Third Quarter Results

TORONTO, ONTARIO -- (Marketwire) -- 11/08/12 -- Cineplex Inc. ("Cineplex") (TSX:CGX) today released its financial results for the third quarter of 2012.

Third Quarter Results


----------------------------------------------------------------------------
                                                                Period over 
                                                                     Period 
                                           2012            2011  Change (i) 
----------------------------------------------------------------------------
Total Revenues                   $281.4 million  $276.7 million         1.7%
----------------------------------------------------------------------------
Attendance                         18.3 million    18.5 million        -1.0%
----------------------------------------------------------------------------
Other Revenues                   $ 33.3 million  $ 32.1 million         3.9%
----------------------------------------------------------------------------
Net Income                       $ 51.7 million  $ 25.7 million       100.9%
----------------------------------------------------------------------------
Adjusted EBITDA                  $ 54.6 million  $ 57.4 million        -5.0%
----------------------------------------------------------------------------
Adjusted EBITDA Margin                     19.4%           20.8%       -1.4%
----------------------------------------------------------------------------
Adjusted Free Cash Flow per                                                 
 Share                           $       0.5737  $       0.7133       -19.6%
----------------------------------------------------------------------------
Basic Earnings per Share         $         0.84  $         0.44        90.9%
----------------------------------------------------------------------------
Diluted Earnings per Share       $         0.83  $         0.44        88.6%
----------------------------------------------------------------------------

i.  Period over Period change calculated based on thousands of dollars
    except percentage and per share values. Changes in percentage amounts
    are calculated as 2012 value less 2011 value. 

First Nine Months Results


----------------------------------------------------------------------------
                                                                Period over 
                                                                     Period 
                                           2012            2011  Change (i) 
----------------------------------------------------------------------------
Total Revenues                   $793.2 million  $756.5 million         4.8%
----------------------------------------------------------------------------
Attendance                         52.6 million    51.0 million         3.2%
----------------------------------------------------------------------------
Other Revenues                   $ 82.5 million  $ 89.4 million        -7.8%
----------------------------------------------------------------------------
Net Income                       $ 87.8 million  $ 38.3 million       129.0%
----------------------------------------------------------------------------
Adjusted EBITDA                  $143.0 million  $133.1 million         7.4%
----------------------------------------------------------------------------
Adjusted EBITDA Margin                     18.0%           17.6%        0.4%
----------------------------------------------------------------------------
Adjusted Free Cash Flow per                                                 
 Share                           $       1.5378  $       1.6100        -4.5%
----------------------------------------------------------------------------
Basic Earnings per Share         $         1.45  $         0.67       116.4%
----------------------------------------------------------------------------
Diluted Earnings per Share       $         1.45  $         0.66       119.7%
----------------------------------------------------------------------------

i.  Period over Period change calculated based on thousands of dollars
    except percentage and per share values. Changes in percentage amounts
    are calculated as 2012 value less 2011 value. 

"Total revenues for the third quarter increased 1.7% compared to a year ago and our merchandising and media businesses delivered strong results," said Ellis Jacob, President and CEO, Cineplex Entertainment. "New third quarter records were established for CPP of $4.68, up 5.6%, BPP of $8.84, up 0.8% and concession revenues of $85.9 million, an increase of 4.6% versus the same period last year. On a year-to-date basis, total revenues were up 4.8% and Adjusted EBITDA was up 7.4%."

"In other areas of our business, we completed the conversion of our circuit to digital projection and approximately 36% of our screens are 3D enabled. We completed the acquisition of four theatres (86 screens) from AMC and are in the process of implementing a number of our programs to improve the business results. Our SCENE loyalty program reached a new milestone surpassing 4 million members and continues to grow. The Cineplex mobile app has now been downloaded more than 4.1 million times and recorded approximately 85 million app sessions. We are pleased with the progress in our key initiatives and are encouraged by the industry box office results for October and the quality of the film product for the balance of the quarter."

EBITDA and adjusted free cash flow are not measures recognized by generally accepted accounting principles ("GAAP") and do not have standardized meanings in accordance with such principles. Therefore, EBITDA and adjusted free cash flow may not be comparable to similar measures presented by other issuers. EBITDA is calculated by adding back to net income, income tax expense, amortization and interest expense net of interest income. Adjusted EBITDA is calculated by adjusting EBITDA for gains and losses on disposal of assets, gains on acquisition of businesses and the share of income or loss of the Canadian Digital Cinema Partnership ("CDCP"). Adjusted free cash flow is a non-GAAP measure generally used by Canadian corporations, as an indicator of financial performance and it should not be seen as a measure of liquidity or a substitute for comparable metrics prepared in accordance with GAAP. Management uses adjusted EBITDA and adjusted free cash flow to evaluate performance primarily because of the significant effect certain unusual or non-recurring charges and other items have on EBITDA from period to period. For a detailed reconciliation of net income to EBITDA and adjusted EBITDA and from cash provided by operating activities to adjusted free cash flow, please refer to Cineplex's management's discussion and analysis filed on www.sedar.com.

KEY DEVELOPMENTS IN THE THIRD QUARTER OF 2012

The following describes certain key business initiatives undertaken during the third quarter of 2012 in each of Cineplex's core business areas:

THEATRE EXHIBITION


--  Completed the acquisition of AMC Ventures Inc., which owns four theatres
    located in Toronto, Mississauga and Oakville, Ontario and Montreal,
    Quebec.  
--  BPP increased 0.8% from $8.77 in the third quarter of 2011 to $8.84 in
    the current year period, which is a third quarter BPP record for
    Cineplex. 
--  As of September 30, 2012, Cineplex has completed the planned conversion
    of its theatre circuit to digital projection. 

MERCHANDISING


--  Reported record quarterly concession revenues of $85.9 million, a 4.6%
    increase in concession revenues compared to the prior year period. 
--  Reported record quarterly CPP of $4.68, up $0.25 or 5.6% over the third
    quarter of 2011, exceeding the previous quarterly record of $4.66
    recorded in the second quarter of 2012. 
--  Continued the roll-out of digital menu boards at concession stands
    throughout the circuit, providing a flexible platform to communicate
    pricing, promotions and merchandising programs.  
--  Began implementing Cineplex's merchandising strategies at the four
    theatres acquired from AMC during the period. Cineplex believes its
    merchandising expertise will positively impact concession revenues at
    these locations. 

MEDIA


--  Media revenues increased 3.6% compared to the prior year period due
    primarily to growth in the Cineplex digital media ("CDM") business. 
--  Recruited a new Senior Vice President, Sales, responsible for overseeing
    sales across all channels and platforms, starting October 1, 2012.  

ALTERNATIVE PROGRAMMING


--  The Wimbledon tennis finals were screened live in 3D at select theatres
    across Canada during the quarter. 
--  Other alternative programming during the third quarter of 2012 included
    ethnic films, live events such as World Wrestling Entertainment,
    concerts, and performances from the National Theatre Live from London. 

INTERACTIVE


--  Cineplex.com registered a 36% increase in page views and a 19% increase
    in visits during the third quarter of 2012 compared to the prior year
    period, registering 104 million page views and 17 million visits during
    the quarter. 
--  As of September 30, 2012, the Cineplex app had been downloaded 4.1
    million times and recorded 84.8 million app sessions. 
--  Launched Cineplex online store ("Cineplex Store") playback on Apple iOS
    devices. 
--  Added theatre ticketing and SCENE to Apple Passbook, and were Canadian
    launch partners with the Google TV app. 
--  Added e-gift cards to the Cineplex Store. 
--  Launched the Cineplex Store app on LG set-top boxes. 

LOYALTY


--  Membership in the SCENE loyalty program increased by 0.3 million members
    during the third quarter of 2012 to 4.1 million.  
--  SCENE became the first Canadian loyalty program to win prestigious
    COLLOQUY Loyalty Awards, winning the award for "Innovation in Loyalty
    Marketing" with its SCENEtourage initiative, as well as the award for
    "Loyalty Innovation in Other Industries" for the mobile SCENE card.  

OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

Total revenues

Total revenues for the three months ended September 30, 2012 increased $4.7 million, 1.7% to $281.4 million as compared to the prior year period. Total revenues for the nine months ended September 30, 2012 increased $36.7 million (4.8%) to $793.2 million as compared to the prior year period. Exhibition revenues for the current year periods were positively impacted by the acquisition of the four theatres from AMC during the third quarter of 2012. A discussion of the factors affecting the changes in box office, concession and other revenues for the periods is provided on the following pages.

Box office revenues

The following table highlights the movement in box office revenues, attendance and BPP for the quarter and the year to date (in thousands of Canadian dollars, except attendance reported in thousands of patrons, and per patron amounts, unless otherwise noted):


----------------------------------------------------------------------------
Box office revenues               Third Quarter                Year to Date 
                    --------------------------------------------------------
                         2012      2011  Change      2012      2011  Change 
----------------------------------------------------------------------------
                                                                            
Box office revenues  $162,133  $162,522    -0.2% $467,772  $443,613     5.4%
Attendance             18,348    18,542    -1.0%   52,621    50,989     3.2%
Box office revenue                                                          
 per patron          $   8.84  $   8.77     0.8% $   8.89  $   8.70     2.2%
Canadian industry                                                           
 revenues (i)                              -5.4%                        2.8%
Same store box                                                              
 office revenues     $154,302  $161,362    -4.4% $457,036  $440,684     3.7%
Same store                                                                  
 attendance            17,556    17,113     2.6%   51,545    50,631     1.8%
% Total box from 3D,                                                        
 UltraAVX, VIP &                                                            
 IMAX                    31.4%     35.7%   -4.3%     31.6%     29.1%    2.5%
                                                                            
----------------------------------------------------------------------------
(i) The Motion Picture Theatre Associations of Canada ("MPTAC") reported    
that the Canadian exhibition industry reported a box office revenue decrease
of 5.0% for the period from June 29, 2012 to September 27, 2012 as compared 
to the period from July 1, 2011 to September 29, 2011. On a basis consistent
with Cineplex's calendar reporting period (July 1 to September 30), the     
Canadian industry box office revenue decrease is estimated to be 5.4%. MPTAC
reported that the Canadian exhibition industry reported a box office revenue
increase of 2.4% for the period from December 30, 2011 to September 27, 2012
as compared to the period from December 31, 2010 to September 29, 2011. On a
basis consistent with Cineplex's calendar reporting period (January 1 to    
September 30), the Canadian industry box office revenue is estimated to be  
an increase of 2.8%.                                                        
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Box office continuity                 Third Quarter            Year to Date 
                             Box Office  Attendance  Box Office  Attendance 
----------------------------------------------------------------------------
2011 as reported             $  162,522      18,542  $  443,613      50,989 
Same store attendance change     (7,545)       (861)      7,955         914 
Impact of same store BPP                                                    
 change                             485           -                       - 
New and acquired theatres         7,057         711       9,346         918 
Disposed and closed theatres       (386)        (44)     (1,539)       (200)
----------------------------------------------------------------------------
2012 as reported             $  162,133      18,348  $  467,772      52,621 
----------------------------------------------------------------------------

Third Quarter


----------------------------------------------------------------------------
Third Quarter 2012 Top             %  Third Quarter 2011 Top              % 
Cineplex Films         IMAX  3D  Box  Cineplex Films          IMAX  3D  Box 
----------------------------------------------------------------------------
1 The Dark Knight                      1 Harry Potter and the               
   Rises                  X     17.5%     Deathly Hollows 2      X   X 14.8%
2 The Amazing Spider-                  2 Transformers: Dark                 
   Man                    X   X 10.7%     of the Moon            X   X  9.6%
3 Ted                            6.7%  3 The Smurfs                  X  6.0%
4 Ice Age: Continental                 4 Captain America: The               
   Drift                  X   X  6.0%     First Avenger              X  5.6%
5 The Bourne Legacy              4.9%  5 Rise of the Planet                 
                                          of the Apes                   5.6%
----------------------------------------------------------------------------

Box office revenues decreased $0.4 million, or 0.2%, to $162.1 million during the third quarter of 2012, compared to $162.5 million recorded in the same period in 2011. The decrease was due to a 1.0% decrease in attendance. The top five films during the quarter outperformed the top five films from the prior year period ($74.3 million compared to $67.6 million), but the remainder of the film slate underperformed compared to the prior year period. The decrease was also mitigated by the acquisition of the four theatres from AMC during the quarter which are not included in the prior period results.

The decrease in box office revenues due to the attendance decline was partially offset by a 0.8% increase in BPP, from $8.77 in the third quarter of 2011 to $8.84 in the current year period. This BPP increase was due to the films during the period catering to more mature audiences than the product in the prior year period, as well as the contribution from the four theatres acquired from AMC which are located in major metropolitan areas and have higher ticket prices than those in smaller markets. Premium-priced product (3D, UltraAVX, IMAX and VIP) accounted for 31.4% of box office revenues in the current quarter, down from 35.7% in the prior year period as only two of the top five releases during the period were screened in 3D, compared to all four of the top releases in the prior year period shown in 3D.

Cineplex's investment in premium-priced formats over the last four years has positioned it to take advantage of the price premiums offered on these formats, which has contributed to Cineplex's BPP growth in the current period compared to the prior year period. This investment in premium-priced offerings contributed to Cineplex outperforming the Canadian industry during the third quarter.

Year to Date


----------------------------------------------------------------------------
Year to Date 2012 Top              %  Year to Date 2011 Top               % 
Cineplex Films         IMAX  3D  Box  Cineplex Films          IMAX  3D  Box 
----------------------------------------------------------------------------
1 Marvel's The                         1 Harry Potter and the               
   Avengers               X   X  7.7%     Deathly Hallows 2      X   X  5.7%
2 The Dark Knight                      2 Transformers: Dark                 
   Rises                  X      6.1%     of the Moon            X   X  4.3%
3 The Hunger Games        X      5.2%  3 Pirates of the                     
                                          Caribbean: On                     
                                          Stranger Tides         X   X  3.1%
4 The Amazing Spider-                  4 The Hangover 2                 2.7%
   Man                    X   X  3.7%                                       
5 Dr. Seuss' The Lorax    X   X  2.7%  5 Bridesmaids                    2.6%
----------------------------------------------------------------------------

Box office revenues for the first nine months of 2012 were $467.8 million or 5.4% higher than the prior year period. The strong performance of the three major blockbusters released in 2012 (Marvel's The Avengers, The Dark Knight Rises and The Hunger Games) were the main contributors to the $24.2 million increase in box office revenue during the period. Attendance during the 2012 period also benefited from the first week of January 2012 being a school holiday week in most markets, whereas the same week in 2011 was not. The acquisition of the four theatres from AMC during the third quarter of 2012 also contributed to the box office revenue increase in the current year period.

Cineplex's BPP for the first nine months of 2012 increased $0.19, or 2.2%, from $8.70 in 2011 to $8.89 in the same period in 2012. This increase was primarily due to the increase in revenues from premium-priced product. Premium-priced offerings accounted for 31.6% of Cineplex's box office revenues in the 2012 period, compared to 29.1% in the prior year period. The top five films in the 2012 period were screened in IMAX and three in 3D (2011 - three in IMAX and three in 3D).

Concession revenues

The following table highlights the movement in concession revenues, attendance and CPP for the quarter and the year to date (in thousands of Canadian dollars, except attendance and same store attendance reported in thousands of patrons, and per patron amounts):


----------------------------------------------------------------------------
Concession revenues                 Third Quarter              Year to Date 
                        ----------------------------------------------------
                             2012     2011 Change      2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
Concession revenues      $ 85,924 $ 82,114    4.6% $242,923 $223,477    8.7%
Attendance                 18,348   18,542   -1.0%   52,621   50,989    3.2%
Concession revenue per                                                      
 patron                  $   4.68 $   4.43    5.6% $   4.62 $   4.38    5.5%
Same store concession                                                       
 revenues                $ 82,317 $ 81,607    0.9% $237,620 $222,312    6.9%
Same store attendance      17,556   18,417   -4.7%   51,545   50,631    1.8%
                                                                            
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Concession revenue                                                          
 continuity                           Third Quarter            Year to Date 
                              Concession Attendance   Concession Attendance 
----------------------------------------------------------------------------
2011 as reported             $    82,114     18,542  $   223,477     50,989 
Same store attendance change      (3,815)      (861)       4,013        914 
Impact of same store CPP                                                    
 change                            4,526          -       11,295          - 
New and acquired theatres          3,212        711        4,682        918 
Disposed and closed theatres        (113)       (44)        (544)      (200)
----------------------------------------------------------------------------
2012 as reported             $    85,924     18,348  $   242,923     52,621 
----------------------------------------------------------------------------

Third Quarter

Concession revenues increased 4.6% as compared to the prior year quarter despite the 1.0% decrease in attendance. CPP increased from $4.43 in the third quarter of 2011 to $4.68 in the same period in 2012, a 5.6% increase and a quarterly record for Cineplex, $0.02 higher than the previous record set in the second quarter of 2012. Cineplex believes a focus on revised concession offerings, its retail branded outlet program and improved product promotion through the expansion of a digital menu board program have all contributed to the higher CPP in the current period compared to the prior year period.

While the 10% SCENE discount and SCENE points issued on concession combo purchases reduce individual transaction values which impacts CPP, Cineplex believes that this program drives incremental visits and concession purchases, resulting in higher overall concession revenues.

Year to Date

Concession revenues increased 8.7% as compared to the prior year period, due to the 3.2% increase in attendance and the 5.5% increase in CPP. CPP increased from $4.38 in the first nine months of 2011 to $4.62 in the same period in 2012. This represents the highest CPP Cineplex has recorded through the first nine months of a given year.

Other revenues

The following table highlights the movement in media, games and other revenues for the quarter and the year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Other revenues                      Third Quarter              Year to Date 
                        ----------------------------------------------------
                             2012     2011 Change      2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
Media                    $ 22,996 $ 22,190    3.6% $ 53,890 $ 62,575  -13.9%
Games                       1,644    2,492  -34.0%    5,018    5,456   -8.0%
Other                       8,671    7,390   17.3%   23,573   21,386   10.2%
----------------------------------------------------------------------------
Total                    $ 33,311 $ 32,072    3.9% $ 82,481 $ 89,417   -7.8%
----------------------------------------------------------------------------

Third Quarter

Other revenues increased 3.9% to $33.3 million in the third quarter of 2012. This increase was due to higher media revenues, which during the third quarter of 2012 were $23.0 million, up $0.8 million, or 3.6%, when compared to the prior year period. This increase was primarily due to higher revenues in Cineplex's Digital Media business ($0.7 million). Showtime and pre-show advertising returned to prior year levels in the third quarter of 2012.

The games revenue decrease is due to the formation of CSI on January 31, 2012, with the acquisition by New Way Sales ("NWS") of the gaming business of Starburst Coin Machines Inc. With the creation of the CSI joint venture, revenues from CSI are included in the 'Share of loss (income) of joint ventures' line in the Statements of Operations. The Games revenues for the third quarter of 2011 include the results of NWS ($1.2 million). The addition of two new XSCAPE entertainment centres since the third quarter of 2011 partially offset the decrease in games revenue due to the creation of CSI and related movement of CSI results to the joint ventures line in the Statements of Operations. Other revenues also increased due primarily to additional revenue arising from enhanced guest service initiatives ($1.1 million).

Year to Date

Other revenues decreased 7.8% from $89.4 million in the first nine months of 2011 to $82.5 million during the same period in 2012. Media revenues for the first nine months of 2012 decreased $8.7 million, or 13.9%, from the prior year period. Declines in Cineplex's media business were due in part to the challenging media environment prevalent during the first half of 2012, partially mitigated by the stronger CDM revenues in the third quarter. Cineplex enjoys strong relationships with a number of national advertisers and during the first half of the year the reduction in campaigns from three major categories of these advertisers contributed to the decrease in media revenues.

The decrease in games revenue was due to the impact of NWS and the formation of CSI. The results of NWS are included in the comparative period for May to September 2011 (following its acquisition in May 2011) and for January 2012 (prior to the formation of CSI described above - $0.4 million for the 2012 period and $1.6 million for the 2011 period). This decrease was partially offset by the impact of the new XSCAPE entertainment centres added in the fourth quarter of 2011 as well as the higher attendance in the current year period bringing more games traffic through the theatres. The increase in the other category is primarily due to higher auditorium rental and screening revenues as well as additional revenue arising from enhanced guest service initiatives.

Film cost

The following table highlights the movement in film cost and Film Cost Percentage for the quarter and the year to date (in thousands of Canadian dollars, except film cost percentage):


----------------------------------------------------------------------------
Film cost                         Third Quarter                Year to Date 
                    --------------------------------------------------------
                         2012      2011  Change      2012      2011  Change 
----------------------------------------------------------------------------
                                                                            
Film cost            $ 83,632  $ 85,320    -2.0% $243,804  $230,647     5.7%
Film cost percentage     51.6%     52.5%   -0.9%     52.1%     52.0%    0.1%
----------------------------------------------------------------------------

Third Quarter

Film cost varies primarily with box office revenue, and can vary from quarter to quarter based on the relative strength of the titles exhibited during the period. The decrease in the third quarter of 2012 compared to the prior year period was due to the decrease in box office revenue and the 0.9% decrease in film cost percentage. The decrease in film cost percentage is primarily due to the settlement rate on certain strong performing titles during the third quarter of 2012 being lower than the average film settlement rate in the 2011 period.

Year to Date

The year to date increase in film cost was due to the 5.4% increase in box office revenues and the 0.1% increase in film cost percentage during the period. The increase in the film cost percentage as compared to the prior year period is primarily due to the settlement rate on certain strong performing titles during the 2012 period being higher than the average settlement rate in the 2011 period.

Cost of concessions

The following table highlights the movement in concession cost and concession cost as a percentage of concession revenues ("concession cost percentage") for the quarter and the year to date (in thousands of Canadian dollars, except concession cost percentage and concession margin per patron):


----------------------------------------------------------------------------
Cost of concessions               Third Quarter                Year to Date 
                    --------------------------------------------------------
                         2012      2011  Change      2012      2011  Change 
----------------------------------------------------------------------------
                                                                            
Concession cost      $ 17,831  $ 16,817     6.0% $ 50,321  $ 46,722     7.7%
Concession cost                                                             
 percentage              20.8%     20.5%    0.3%     20.7%     20.9%   -0.2%
Concession margin                                                           
 per patron          $   3.71  $   3.52     5.4% $   3.66  $   3.47     5.5%
                                                                            
----------------------------------------------------------------------------

Third Quarter

Cost of concessions varies primarily with theatre attendance as well as the quantity and mix of concession offerings sold. The increase in concession cost as compared to the prior year period was due to the 4.6% increase in concession revenues, partially offset by the 0.3% increase in the concession cost percentage during the period. The concession margin per patron increased from $3.52 in the third quarter of 2011 to $3.71 in the same period in 2012, reflecting the impact of the higher CPP during the period.

Year to Date

The increase in concession cost during the period was due to the 8.7% increase in concession revenues partially offset by the 0.2% decrease in the concession cost percentage. Despite the 10% discount offered to SCENE members, which contributes to a higher concession cost percentage, Cineplex believes the SCENE program drives incremental attendance and purchase incidence which increases concession revenues and CPP.

Depreciation and amortization

The following table highlights the movement in depreciation and amortization expenses during the quarter and the year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Amortization expenses               Third Quarter              Year to Date 
                        ----------------------------------------------------
                             2012     2011 Change      2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
Amortization of                                                             
 property, equipment and                                                    
 leaseholds              $ 13,784 $ 14,372   -4.1% $ 42,727 $ 44,574   -4.1%
Amortization of                                                             
 intangible assets and                                                      
 other                        230    2,241  -89.7%    2,397    6,729  -64.4%
                        ----------------------------------------------------
Amortization expenses as                                                    
 reported                $ 14,014 $ 16,613  -15.6% $ 45,124 $ 51,303  -12.0%
----------------------------------------------------------------------------

The quarterly and annual decrease in amortization of property, equipment and leaseholds of $0.6 million and $1.8 million respectively is due in part to the transfer of digital projection equipment to CDCP in June 2011 resulting in lower asset values to depreciate, as well as certain assets becoming fully amortized in the third quarter of 2012. The declining 35 millimeter projector base due to the circuit's conversion to digital also contributed to the decrease in amortization of property, equipment and leaseholds. The decrease in amortization of intangible assets and other relates to certain intangible assets that became fully amortized during the first quarter of 2012.

Loss on disposal of assets

The following table shows the movement in the loss on disposal of assets during the quarter and year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Loss on disposal of                                                         
 assets                              Third Quarter              Year to Date
                         ---------------------------------------------------
                              2012     2011 Change      2012     2011 Change
----------------------------------------------------------------------------
                                                                            
Loss on disposal of                                                         
 assets                   $    114 $    487  -76.6% $    786 $      4     NM
                                                                            
----------------------------------------------------------------------------

Third Quarter

For the third quarter of 2012, Cineplex recorded a loss of $0.1 million on the disposal of assets (2011 - $0.5 million).

Year to Date

For the nine months ended September 30, 2012, disposal of assets resulted in a loss of $0.8 million on the disposal of assets. For the nine months ended September 30, 2011, disposal of assets resulted in a loss of $4.0 thousand, comprised of losses recorded on assets that were sold or otherwise disposed of, offset by a gain on the sale of the theatre during the second quarter of 2011 ($1.4 million) and a nominal gain recorded on the transfer of digital projection assets to CDCP.

Gain on acquisition of business


----------------------------------------------------------------------------
Gain on acquisition of                                                      
 business                            Third Quarter              Year to Date
                        ----------------------------------------------------
                             2012      2011 Change     2012      2011 Change
----------------------------------------------------------------------------
                                                                            
Gain on acquisition of                                                      
 business                $(23,822) $      -     NM $(23,822) $      -     NM
                                                                            
----------------------------------------------------------------------------

The gain on acquisition represents the gain recorded on the acquisition of AMC Ventures Inc. during the third quarter of 2012 (see Section 1.3, Business acquisition).

Other costs

Other costs include three main sub-categories of expenses, including theatre occupancy expenses, which capture the rent and associated occupancy costs for Cineplex's various operations; other operating expenses, which include the costs related to running Cineplex's theatres and ancillary businesses; and general and administrative expenses, which includes costs related to managing Cineplex's operations, including the head office expenses. Please see the discussions below for more details on these categories. The following table highlights the movement in other costs for the quarter and the year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Other costs                         Third Quarter              Year to Date 
                        ----------------------------------------------------
                             2012     2011 Change      2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
Theatre occupancy                                                           
 expenses                $ 45,871 $ 41,040   11.8% $128,761 $123,855    4.0%
Other operating expenses   65,631   65,620      -   184,917  182,193    1.5%
General and                                                                 
 administrative expenses   13,146   12,068    8.9%   41,937   43,459   -3.5%
                        ----------------------------------------------------
Total other costs        $124,648 $118,728    5.0% $355,615 $349,507    1.7%
----------------------------------------------------------------------------

Theatre occupancy expenses

The following table highlights the movement in theatre occupancy expenses for the quarter and the year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Theatre occupancy                                                           
 expenses                         Third Quarter                Year to Date 
                    --------------------------------------------------------
                         2012      2011  Change      2012      2011  Change 
----------------------------------------------------------------------------
                                                                            
Rent                 $ 30,379  $ 27,707     9.6% $ 85,650  $ 83,247     2.9%
Other occupancy        15,617    13,636    14.5%   44,285    42,091     5.2%
One-time items (i)       (125)     (303)  -58.7%   (1,174)   (1,483)  -20.8%
----------------------------------------------------------------------------
Total                $ 45,871  $ 41,040    11.8% $128,761  $123,855     4.0%
----------------------------------------------------------------------------

i.  One-time items include amounts related to both theatre rent and other
    theatre occupancy costs. They are isolated here to illustrate Cineplex's
    theatre rent and other theatre occupancy costs excluding these one-time,
    non-recurring items. 

----------------------------------------------------------------------------
Theatre occupancy continuity                   Third Quarter   Year to Date 
                                                   Occupancy      Occupancy 
----------------------------------------------------------------------------
2011 as reported                               $      41,040  $     123,855 
Impact of new theatres                                 4,359          4,974 
Impact of disposed theatres                             (620)        (1,265)
Same store rent change                                   319            305 
One-time items                                           178            309 
Other                                                    595            583 
----------------------------------------------------------------------------
2012 as reported                               $      45,871  $     128,761 
----------------------------------------------------------------------------

Third Quarter

Theatre occupancy expenses increased $4.8 million during the third quarter of 2012 compared to the prior year period. This increase was primarily due to the four theatres acquired from AMC on July 12 ($4.3 million). The increase in the Other category primarily relates to higher real estate taxes in the current quarter compared to the prior year period.

Year to Date

The increase in theatre occupancy expenses of $4.9 million for the first nine months of 2012 compared to the prior year period was primarily due to the four theatres acquired from AMC on July 12 ($4.3 million). The increase in the Other category primarily relates to higher real estate taxes in the current year period compared to the prior year.

Other operating expenses

The following table highlights the movement in other operating expenses during the quarter and the year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Other operating expenses             Third Quarter             Year to Date 
                         ---------------------------------------------------
                              2012     2011 Change     2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
Other operating expenses  $ 65,631 $ 65,620      - $184,917 $182,193    1.5%
                                                                            
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Other operating continuity                     Third Quarter   Year to Date 
                                                       Other          Other 
In thousands                                       Operating      Operating 
----------------------------------------------------------------------------
2011 as reported                               $      65,620  $     182,193 
Impact of new theatres                                 2,362          3,257 
Impact of disposed theatres                           (1,176)        (1,603)
Same store payroll change                                219          1,545 
Marketing change                                         322          1,118 
Media                                                    (34)        (2,290)
New Way Sales                                           (926)        (1,013)
Theatre refurbishment payment                         (1,014)        (1,014)
Other                                                    258          2,724 
----------------------------------------------------------------------------
2012 as reported                               $      65,631  $     184,917 
----------------------------------------------------------------------------

Third Quarter

Other operating expenses during the third quarter of 2012 were in line with the prior year period. The impact of new and acquired net of disposed theatres was a $1.2 million increase to the category primarily due to the four theatres acquired from AMC. Other increases included higher marketing costs ($0.3 million) and higher same-store payroll costs ($0.2 million). These increases were partially offset by the impact of NWS ($0.9 million) as expenses for NWS are included in other operating expenses in 2011 but not in 2012 due to the creation of CSI, and a $1.0 million termination payment paid to a landlord in the prior year period to refurbish theatre space for a disposed theatre.

The major movement in the Other category include the following:


--  Higher credit card service fees due in part to an increase in pre-sales
    for The Dark Knight Rises ($0.2 million).  
--  Higher utility costs due to the higher temperatures across Canada during
    the current year period ($0.5 million).  
--  Higher digital projector rental costs due to the roll-out of digital
    projectors by CDCP that commenced in June 2011 ($0.2 million). 
--  Lower 3D royalty costs due to less 3D content in the current year period
    ($0.8 million). 

Total theatre payroll costs accounted for 45.3% of total operating expenses during the third quarter of 2012 as compared to 43.1% for the same period one year earlier due in part to minimum wage increases.

Year to Date

For the nine months ended September 30, 2012, other operating expenses increased $2.7 million, due in part to the higher business volumes in the 2012 period compared to the prior year. The impact of new and acquired net of disposed theatres was a $1.7 million increase to the category primarily due to the four theatres acquired from AMC. Cost increases included higher same-store payroll expenses related to the increased business volumes ($1.5 million), higher marketing costs ($1.1 million) and the $2.7 million increase in the Other category. These cost increases were partially offset by lower media expenses due to the lower media sales during the period ($2.3 million) and the impact of NWS which was contributed into CSI in January 2012 ($1.0 million) as well as a $1.0 million termination payment paid to a landlord in the prior year period to refurbish theatre space for a disposed theatre.

The major movement in the Other category include the following:


--  Higher credit card service fees due in part to an increase in pre-sales
    for highly anticipated releases ($1.0 million).  
--  Higher utility costs due to the higher temperatures across Canada during
    the current year period ($1.2 million).  
--  Higher digital projector rental costs due to the roll-out of digital
    projectors by CDCP that commenced in June 2011 ($0.7 million). 
--  Higher theatre operating costs including cleaning relating to the higher
    business volumes during the period. 
--  Lower 3D royalty costs due to less 3D content in the current year period
    ($1.3 million). 

Total theatre payroll accounted for 45.5% of total other operating expenses in the first nine months of 2012, compared to 44.6% in the prior year period due in part to minimum wage increases.

General and administrative expenses

The following table highlights the movement in general and administrative ("G&A") expenses during the quarter and the year to date, including share and unit based compensation costs, and G&A net of these costs (in thousands of Canadian dollars):


----------------------------------------------------------------------------
G&A expenses                        Third Quarter              Year to Date 
                        ----------------------------------------------------
                             2012     2011 Change      2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
G&A excluding LTIP and                                                      
 Option Plan expense     $ 11,163 $  9,589   16.4% $ 34,033 $ 30,053   13.2%
LTIP (i)                    1,550    1,626   -4.7%    6,266    6,039    3.8%
Option plan                   433      853  -49.2%    1,638    7,367  -77.8%
                        ----------------------------------------------------
G&A expenses as reported $ 13,146 $ 12,068    8.9% $ 41,937 $ 43,459   -3.5%
----------------------------------------------------------------------------

(i) LTIP includes the expense for the LTIP program as well as the expense for the executive and Board deferred share unit plans.

Third Quarter

G&A expenses increased $1.1 million during the third quarter of 2012 compared to the prior year period, due to a $0.6 million increase in professional fees in part relating to the acquisition of the theatres from AMC and a $1.0 million increase in payroll related and general cost increases. These increases were partially offset by lower expenses under the option plan ($0.4 million) and lower LTIP expenses ($0.1 million).

Effective January 1, 2012, the Board of Directors of Cineplex invoked Cineplex's right to substitute a cashless exercise for any requested exercise of options for cash, in accordance with the terms of the option plan. As a result of the change in administrative policy, the options may only be equity-settled, and are considered equity, not liabilities. The expense amount for options is determined at the time of their issuance, recognized over the vesting period of the options. Existing options at the time of the change in administrative policy have their remaining expense determined at the time of the change in administrative policy, recognized over the remaining vesting periods.

Year to Date

G&A expenses for the first nine months of 2012 decreased $1.5 million compared to the prior year period, due to the $5.7 million decrease in the option plan expense. This decrease was partially offset by higher professional fees ($1.4 million) relating to the creation of CSI, an internal corporate reorganization effected on January 1, 2012 and the theatres acquired from AMC, higher payroll related and general cost increases ($2.6 million), and higher LTIP costs ($0.2 million).

Share of loss (income) of joint ventures

Cineplex's joint ventures in 2012 include its 50% share of one theatre in Quebec and one IMAX screen in Ontario, its 50% interest in SCENE LP, its 78.2% interest in CDCP (formed in June 2011) and its 50% interest in CSI (formed January 31, 2012). For the 2011 period, Cineplex's joint ventures included one theatre in Quebec, one IMAX screen in Ontario, its interest in SCENE LP and its 78.2% interest in CDCP. The following table highlights the movement in the share of loss (income) of joint ventures during the quarter and the year to date (in thousands of Canadian dollars):


----------------------------------------------------------------------------
Share of loss                                                               
 (income) of joint                                                          
 ventures                          Third Quarter                Year to Date
                     -------------------------------------------------------
                          2012      2011  Change      2012      2011  Change
----------------------------------------------------------------------------
                                                                            
Share of CDCP         $   (462) $     65      NM  $ (1,388) $  2,218      NM
Share of CSI              (264)        -      NM      (762)        -      NM
Share of SCENE           1,855    (1,494)     NM     3,050    (3,342)     NM
Share of other joint                                                        
 ventures                 (105)      (57)   84.2%     (111)       32      NM
                     -------------------------------------------------------
Total loss (income)                                                         
 of joint ventures    $  1,024  $ (1,486) -168.9% $    789  $ (1,092)     NM
                                                                            
----------------------------------------------------------------------------

Third Quarter

The movement from income of $1.5 million in the third quarter of 2011 to a loss of $1.0 million in the current period is primarily due to the activities of SCENE, CDCP and CSI:


--  SCENE's results in the third quarter of 2011 include income relating to
    an adjustment to SCENE's outstanding points balance due to certain
    members having their points expired during the third quarter of 2011 due
    to inactivity in the program. When compared to the current year period
    the result is a negative variance of $3.3 million year over year. 
--  CDCP generated income of $0.5 million in the third quarter of 2012,
    which when compared to the modest loss in the prior year period, results
    in a $0.5 million positive variance period over period.  
--  The results of CSI, formed January 31, 2012 and therefore not included
    in the prior year comparative, contributed a $0.3 million positive
    variance year over year. 

Year to Date

The movement from income of $1.1 million in the first nine months of 2011 to a loss of $0.8 million in the current period is primarily due to the activities of SCENE, CDCP and CSI:


--  SCENE's results in the 2011 period include income relating to a change
    in accounting estimate for breakage resulting in a program-to-date
    adjustment to its outstanding points liability as well as the adjustment
    to SCENE's outstanding points balance due to certain members having
    their points expired due to inactivity in the program. When compared to
    the current year period the result is a negative variance of $6.4
    million year over year. 
--  CDCP in the 2011 period includes $2.2 million of start-up costs, which
    when compared to the income of $1.4 million generated in the current
    year period, results in a positive variance of $3.6 million year over
    year.  
--  The results of CSI, formed January 31, 2012 and therefore not included
    in the prior year comparative, contributed a $0.8 million positive
    variance year over year. 

EBITDA and adjusted EBITDA

The following table represents EBITDA and adjusted EBITDA for the three and nine months ended September 30, 2012 as compared to the three and nine months ended September 30, 2011 (expressed in thousands of Canadian dollars, except adjusted EBITDA margin):


----------------------------------------------------------------------------
EBITDA                            Third Quarter                Year to Date 
                    --------------------------------------------------------
                         2012      2011  Change      2012      2011  Change 
----------------------------------------------------------------------------
                                                                            
EBITDA               $ 77,941  $ 56,842    37.1% $165,683  $130,719    26.7%
Adjusted EBITDA      $ 54,575  $ 57,441    -5.0% $142,977  $133,072     7.4%
Adjusted EBITDA                                                             
 margin                  19.4%     20.8%   -1.4%     18.0%     17.6%    0.4%
----------------------------------------------------------------------------

Adjusted EBITDA for the third quarter of 2012 decreased $2.9 million, or 5.0%, as compared to the prior year period. The decrease over the prior year period was primarily due to the lower exhibition revenues recorded in the period, as well as the impact of the four theatres acquired from AMC in the third quarter of 2012, which had a $0.8 million, or 1.5%, negative impact on adjusted EBITDA in the quarter. Adjusted EBITDA margin, calculated as adjusted EBITDA divided by total revenues, was 19.4%, down 1.4% from 20.8% in the prior year period. Excluding the impact of the theatres acquired from AMC, adjusted EBITDA margin was 20.3%.

Adjusted EBITDA for the nine months ended September 30, 2012 increased $9.9 million, or 7.4%, as compared to the prior year period. The increase is primarily due to the higher exhibition and concession revenues due to the higher theatre attendance. The impact of the four theatres acquired from AMC in the third quarter of 2012 had a $0.8 million, or 0.6%, negative impact on adjusted EBITDA in the year-to-date period. Adjusted EBITDA margin, calculated as adjusted EBITDA divided by total revenues, was 18.0%, compared to 17.6% in the prior year period.

Cineplex believes its operating and programming expertise, combined with its merchandising, media, marketing, interactive and SCENE loyalty programs will positively and significantly improve the operations of the four acquired theatres. Cineplex will invest in each of the locations and may add UltraAVX auditoriums, VIP auditoriums or XSCAPE entertainment centres to one or more of the locations.

Adjusted Free Cash Flow

For the third quarter of 2012, adjusted free cash flow per common share of Cineplex was $0.5737 as compared to $0.7133 in the prior year period. The declared dividends per common share of Cineplex were $0.3375 in the third quarter of 2012 and $0.3225 in the prior year period. The payout ratios for these periods were 59% and 45%, respectively.

For the first nine months of 2012, adjusted free cash flow per common share of Cineplex was $1.5378 as compared to $1.6100 in the prior year period. The declared dividends per commons share of Cineplex were $0.9925 in the first nine months of 2012 and $0.9575 in the prior year period. The payout rations for these periods were 65% and 60%, respectively.

This news release contains "forward-looking statements" within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in our Annual Information Form and in this news release. Those risks and uncertainties include adverse factors generally encountered in the film exhibition industry such as poor film product and unauthorized copying; the risks associated with national and world events, including war, terrorism, international conflicts, natural disasters, extreme weather conditions, infectious diseases, changes in income tax legislation; and general economic conditions. Many of these risks and uncertainties can affect our actual results and could cause our actual results to differ materially from those expressed or implied in any forward-looking statement made by us or on our behalf. All forward-looking statements in this news release are qualified by these cautionary statements. These statements are made as of the date of this news release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Cineplex Inc. or Cineplex Entertainment Limited Partnership, their financial or operating results or their securities.

About Cineplex Inc.

Cineplex is one of Canada's leading entertainment companies and operates one of the most modern and fully digitized motion picture circuits in the world. A top-tier Canadian brand, Cineplex operates numerous businesses including theatrical exhibition, food services, gaming, alternative programming (Front Row Centre Events), Cineplex Media, Cineplex Digital Solutions and the online sale of home entertainment content through CineplexStore.com and on apps embedded in various electronic devices. Cineplex is also a joint venture partner in SCENE - Canada's largest entertainment loyalty program.

Cineplex is headquartered in Toronto, Canada, and operates 133 theatres with 1,437 screens from British Columbia to Quebec, serving approximately 70 million guests annually through the following theatre brands: Cineplex Odeon, SilverCity, Galaxy Cinemas, Colossus, Coliseum, Scotiabank Theatres, Cineplex VIP Cinemas, Famous Players and Cinema City. Cineplex also owns and operates the UltraAVX, Poptopia, and Outtakes brands. Cineplex trades on the Toronto Stock Exchange under the symbol "CGX". More information is available at www.cineplex.com.

Further information can be found in the disclosure documents filed by Cineplex with the securities regulatory authorities, available at www.sedar.com.

You are cordially invited to participate in a teleconference call with the management of Cineplex (TSX:CGX) to review our quarterly results. Ellis Jacob, President and Chief Executive Officer and Gord Nelson, Chief Financial Officer, will host the call. The teleconference call is scheduled for:


                         Thursday, November 8, 2012                         
                           10:00 a.m. Eastern Time                          

In order to participate in the conference call, please dial 416-644-3418 or outside of Toronto dial 1-800-814-4861 at least five to ten minutes prior to 10:00 a.m. Eastern Time. Please quote the conference ID 4570375 to access the call.


--  If you cannot participate in the live mode, a replay will be available.
    Please dial 416-640-1917 or 1-877-289-8525 and enter code 4570375#. The
    replay will begin at 12:00 p.m. Eastern Time on Thursday, November 8,
    2012 and end at 11:59 p.m. Eastern Time on Thursday, November 15, 2012. 

--  Note that media will be participating in the call in listen-only mode. 

--  Thank you in advance for your interest and participation. 

Cineplex Inc.                                                               
Interim Consolidated Balance Sheets                                         
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars)                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                               September 30,   December 31, 
                                                        2012           2011 
                                                                            
Assets                                                                      
                                                                            
Current assets                                                              
Cash and cash equivalents                      $       1,076  $      48,992 
Trade and other receivables                           36,042         67,185 
Inventories                                            4,065          4,118 
Prepaid expenses and other current assets              9,853          3,727 
                                              ------------------------------
                                                                            
                                                      51,036        124,022 
Non-current assets                                                          
Property, equipment and leaseholds                   404,009        389,532 
Deferred income taxes                                 53,961         12,052 
Interests in joint ventures                           40,793         26,163 
Intangible assets                                     81,981         84,379 
Goodwill                                             608,929        608,929 
                                              ------------------------------
                                                                            
                                               $   1,240,709  $   1,245,077 
                                              ------------------------------
                                              ------------------------------
                                                                            
Liabilities                                                                 
                                                                            
Current liabilities                                                         
Accounts payable and accrued expenses          $      76,970  $     112,285 
Dividends payable                                      6,982          6,285 
Share-based compensation                                   -          1,331 
Income taxes payable                                  10,221         17,485 
Deferred revenue                                      53,287         83,907 
Finance lease obligations                              2,182          2,411 
Fair value of interest rate swap agreements              543            565 
Convertible debentures                                14,557         76,864 
                                              ------------------------------
                                                                            
                                                     164,742        301,133 
                                              ------------------------------
                                                                            
Non-current liabilities                                                     
Share-based compensation                              10,316          9,466 
Long-term debt                                       167,936        167,531 
Fair value of interest rate swap agreements              555          1,199 
Finance lease obligations                             21,119         26,474 
Post-employment benefit obligations                    5,914          5,688 
Other liabilities                                    140,348        103,727 
Deficiency interest in joint venture                   8,082          8,250 
                                              ------------------------------
                                                                            
                                                     354,270        322,335 
                                              ------------------------------
                                                                            
Total liabilities                                    519,012        623,468 
                                              ------------------------------
                                                                            
Equity                                                                      
                                                                            
Share capital                                        833,720        764,801 
Deficit                                             (114,075)      (140,469)
Accumulated other comprehensive loss                  (1,088)        (2,723)
Contributed surplus                                    3,140              - 
                                              ------------------------------
                                                                            
                                                     721,697        621,609 
                                              ------------------------------
                                                                            
                                               $   1,240,709  $   1,245,077 
                                              ------------------------------
                                              ------------------------------
                                                                            
                                                                            
Cineplex Inc.                                                               
Interim Consolidated Statements of Operations                               
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars)                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                   Three months ended     Nine months ended 
                                        September 30,         September 30, 
                                --------------------------------------------
                                                                            
                                      2012       2011       2012       2011 
                                                                            
Revenues                                                                    
Box office                       $ 162,133  $ 162,522  $ 467,772  $ 443,613 
Concessions                         85,924     82,114    242,923    223,477 
Other                               33,311     32,072     82,481     89,417 
                                --------------------------------------------
                                                                            
                                   281,368    276,708    793,176    756,507 
                                --------------------------------------------
                                                                            
Expenses                                                                    
Film cost                           83,632     85,320    243,804    230,647 
Cost of concessions                 17,831     16,817     50,321     46,722 
Depreciation and amortization       14,014     16,613     45,124     51,303 
Loss on disposal of assets             114        487        786          4 
Gain on acquisition of business    (23,822)         -    (23,822)         - 
Other costs                        124,648    118,728    355,615    349,507 
Share of loss (income) of joint                                             
 ventures                            1,024     (1,486)       789     (1,092)
Interest expense                     2,499      6,275     10,495     17,886 
Interest income                        (44)      (381)      (147)      (804)
                                --------------------------------------------
                                                                            
                                   219,896    242,373    682,965    694,173 
                                --------------------------------------------
                                                                            
Income before income taxes          61,472     34,335    110,211     62,334 
                                --------------------------------------------
                                                                            
Provision for (recovery of)                                                 
 income taxes                                                               
Current                              9,053      5,973     22,641     12,011 
Deferred                               707      2,625       (210)    11,994 
                                --------------------------------------------
                                                                            
                                     9,760      8,598     22,431     24,005 
                                --------------------------------------------
                                                                            
Net income                       $  51,712  $  25,737  $  87,780  $  38,329 
                                --------------------------------------------
                                --------------------------------------------
                                                                            
                                                                            
Basic net income per share       $    0.84  $    0.44  $    1.45  $    0.67 
Diluted net income per share     $    0.83  $    0.44  $    1.45  $    0.66 
                                                                            
                                                                            
Cineplex Inc.                                                               
Interim Consolidated Statements of Comprehensive Income                     
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars)                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                  Three months ended     Nine months ended  
                                        September 30,         September 30, 
                                --------------------------------------------
                                                                            
                                      2012       2011       2012       2011 
                                                                            
Net income                       $  51,712  $  25,737  $  87,780  $  38,329 
                                --------------------------------------------
                                                                            
Other comprehensive income                                                  
Income (loss) on hedging                                                    
 instruments                           196       (242)     2,457      1,281 
Associated deferred income taxes                                            
 expense                              (107)       (12)      (822)    (2,253)
                                --------------------------------------------
                                                                            
Other comprehensive income                                                  
 (loss)                                 89       (254)     1,635       (972)
                                --------------------------------------------
                                                                            
Comprehensive income             $  51,801  $  25,483  $  89,415  $  37,357 
                                --------------------------------------------
                                --------------------------------------------
                                                                            
                                                                            
Cineplex Inc.                                                               
Interim Consolidated Statements of Changes in Equity                        
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars)                                
For the nine months ended September 30, 2012 and 2011                       
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                         Unit          Share    Contributed 
                                      capital        capital        surplus 
                                                                            
Balance - January 1, 2012       $           -  $     764,801  $           - 
                                                                            
Share option liabilities                                                    
 reclassified                               -              -          6,850 
Net income                                  -              -              - 
Other comprehensive income                  -              -              - 
Dividends declared                          -              -              - 
Long-term incentive plan                                                    
 obligation                                 -         (5,071)             - 
Long-term incentive plan shares             -          6,471              - 
Share option expense                        -              -          1,638 
Issuance of shares on exercise                                              
 of options                                 -          5,348         (5,348)
Issuance of shares on                                                       
 conversion of debentures                   -         62,606              - 
Issuance of shares for cash                 -            501              - 
Shares repurchased and                                                      
 cancelled                                  -           (936)             - 
                               ---------------------------------------------
                                                                            
Balance - September 30, 2012    $           -  $     833,720  $       3,140 
                               ---------------------------------------------
                               ---------------------------------------------
                                                                            
Balance - January 1, 2011       $     710,121  $           -  $       1,407 
                                                                            
Effect of corporate conversion       (710,121)       744,760         (1,407)
Net income                                  -              -              - 
Other comprehensive loss                    -              -              - 
Long-term incentive plan                                                    
 obligation                                 -         (2,504)             - 
Dividends declared                          -              -              - 
Long-term incentive plan shares             -          1,888              - 
Issuance of shares on                                                       
 conversion of debentures                   -         19,080              - 
Shares repurchased and                                                      
 cancelled                                  -           (375)             - 
                               ---------------------------------------------
                                                                            
Balance - September 30, 2011    $           -  $     762,849  $           - 
                               ---------------------------------------------
                               ---------------------------------------------

                                  Accumulated                               
                                        other                               
                                comprehensive                               
                                         loss        Deficit          Total 
                                                                            
Balance - January 1, 2012       $      (2,723) $    (140,469) $     621,609 
                                                                            
Share option liabilities                                                    
 reclassified                               -              -          6,850 
Net income                                  -         87,780         87,780 
Other comprehensive income              1,635              -          1,635 
Dividends declared                          -        (60,536)       (60,536)
Long-term incentive plan                                                    
 obligation                                 -              -         (5,071)
Long-term incentive plan shares             -              -          6,471 
Share option expense                        -              -          1,638 
Issuance of shares on exercise                                              
 of options                                 -              -              - 
Issuance of shares on                                                       
 conversion of debentures                   -              -         62,606 
Issuance of shares for cash                 -              -            501 
Shares repurchased and                                                      
 cancelled                                  -           (850)        (1,786)
                               ---------------------------------------------
                                                                            
Balance - September 30, 2012    $      (1,088) $    (114,075) $     721,697 
                               ---------------------------------------------
                               ---------------------------------------------
                                                                            
Balance - January 1, 2011       $      (3,534) $    (113,120) $     594,874 
                                                                            
Effect of corporate conversion              -              -         33,232 
Net income                                  -         38,329         38,329 
Other comprehensive loss                 (972)             -           (972)
Long-term incentive plan                                                    
 obligation                                 -              -         (2,504)
Dividends declared                          -        (55,485)       (55,485)
Long-term incentive plan shares             -              -          1,888 
Issuance of shares on                                                       
 conversion of debentures                   -              -         19,080 
Shares repurchased and                                                      
 cancelled                                  -              -           (375)
                               ---------------------------------------------
                                                                            
Balance - September 30, 2011    $      (4,506) $    (130,276) $     628,067 
                               ---------------------------------------------
                               ---------------------------------------------
                                                                            
                                                                            
Cineplex Inc.                                                               
Interim Consolidated Statements of Cash Flows                               
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars)                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                   Three months ended     Nine months ended 
                                        September 30,         September 30, 
                                --------------------------------------------
                                      2012       2011       2012       2011 
Cash provided by (used in)                                                  
                                                                            
Operating activities                                                        
Net income                       $  51,712  $  25,737  $  87,780  $  38,329 
Adjustments to reconcile net                                                
 income to net cash provided by                                             
 operating activities                                                       
  Depreciation and amortization     14,014     16,613     45,124     51,303 
  Amortization of tenant                                                    
   inducements, rent averaging                                              
   liabilities and fair value                                               
   lease contract liabilities       (1,436)    (1,074)    (3,601)    (2,944)
  Accretion of debt issuance                                                
   costs and other non-cash                                                 
   interest                            140        237        419        701 
  Loss on disposal of assets           114        487        786          4 
  Gain on acquisition of                                                    
   business                        (23,822)         -    (23,822)         - 
  Deferred income taxes                707      2,625       (210)    11,994 
  Interest rate swap agreements                                             
   - non-cash interest                  16      1,279      1,780      1,143 
  Non-cash share-based                                                      
   compensation                        433         37      1,675        293 
  Accretion of convertible                                                  
   debentures                           43        251        299      1,078 
  Net change in interests in                                                
   joint ventures                    1,187        578      4,827     (2,860)
Tenant inducements                     727      1,535      5,972      5,585 
Changes in operating assets and                                             
 liabilities                        (2,178)      (181)   (54,845)   (21,101)
                                --------------------------------------------
                                                                            
Net cash provided by operating                                              
 activities                         41,657     48,124     66,184     83,525 
                                --------------------------------------------
                                                                            
Investing activities                                                        
Proceeds from sale of assets             4         82      1,133      1,822 
Purchases of property, equipment                                            
 and leaseholds                    (15,878)   (12,224)   (49,477)   (40,803)
Acquisition and formation of                                                
 businesses, net of cash                                                    
 acquired                            4,588          -     (2,811)    (3,280)
Additional equity funding of                                                
 CDCP                                   (4)      (210)      (248)      (378)
                                --------------------------------------------
                                                                            
Net cash used in investing                                                  
 activities                        (11,290)   (12,352)   (51,403)   (42,639)
                                --------------------------------------------
                                                                            
Financing activities                                                        
Dividends paid                     (20,908)   (18,804)   (59,839)   (49,201)
Repayments under credit                                                     
 facility, net                     (20,000)         -          -          - 
Payments under finance leases         (520)      (566)    (1,573)    (1,666)
Proceeds from issuance of shares         -          -        501          - 
Acquisition of long-term                                                    
 incentive plan shares                   -          -          -     (9,793)
Deferred financing fees                  -     (1,915)         -     (1,915)
Shares repurchased and cancelled         -       (375)    (1,786)      (375)
                                --------------------------------------------
                                                                            
Net cash used in financing                                                  
 activities                        (41,428)   (21,660)   (62,697)   (62,950)
                                --------------------------------------------
                                                                            
(Decrease) increase in cash and                                             
 cash equivalents during the                                                
 period                            (11,061)    14,112    (47,916)   (22,064)
                                                                            
Cash and cash equivalents -                                                 
 Beginning of period                12,137     49,167     48,992     85,343 
                                --------------------------------------------
                                                                            
Cash and cash equivalents - End                                             
 of period                       $   1,076  $  63,279  $   1,076  $  63,279 
                                --------------------------------------------
                                --------------------------------------------
                                                                            
Supplemental information                                                    
Cash paid for interest           $   1,955  $   3,674  $   7,427  $  13,762 
Cash paid for income taxes       $   5,385  $       -  $  29,987  $      65 
                                                                            
                                                                            
Cineplex Inc.                                                               
Interim Consolidated Supplemental Information                               
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars)                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Reconciliation to Adjusted EBITDA


----------------------------------------------------------------------------
                                  Three months ended     Nine months ended  
                                        September 30,         September 30, 
                                      2012       2011       2012       2011 
                                --------------------------------------------
Net income                       $  51,712  $  25,737  $  87,780  $  38,329 
                                                                            
Depreciation and amortization       14,014     16,613     45,124     51,303 
Interest expense                     2,499      6,275     10,495     17,886 
Interest income                        (44)      (381)      (147)      (804)
Current income tax expense           9,053      5,973     22,641     12,011 
Deferred income tax expense                                                 
 (recovery)                            707      2,625       (210)    11,994 
                                --------------------------------------------
                                                                            
EBITDA                           $  77,941  $  56,842  $ 165,683  $ 130,719 
                                                                            
Loss on disposal of assets             114        487        786          4 
Gain on acquisition of business    (23,822)         -    (23,822)         - 
CDCP equity income (i)                (462)        65     (1,388)     2,218 
Depreciation and amortization -                                             
 joint ventures (ii)                   539         47      1,453        131 
Future income taxes - joint                                                 
 ventures (ii)                         236          -        236          - 
Current income taxes - joint                                                
 ventures (ii)                          29          -         29          - 
                                --------------------------------------------
                                                                            
Adjusted EBITDA                  $  54,575  $  57,441  $ 142,977  $ 133,072 
----------------------------------------------------------------------------

i.  CDCP equity (income) loss not included in adjusted EBITDA as CDCP is a
    limited-life financing vehicle that is funded by virtual print fees
    collected from distributors.  
ii. Includes the joint ventures with the exception of CDCP (see (i) above). 

Components of Other Costs


----------------------------------------------------------------------------
Other costs                         Third Quarter              Year to Date 
                        ----------------------------------------------------
                             2012     2011 Change      2012     2011 Change 
----------------------------------------------------------------------------
                                                                            
Theatre occupancy                                                           
 expenses                $ 45,871 $ 41,040   11.8% $128,761 $123,855    4.0%
Other operating expenses   65,631   65,620      -   184,917  182,193    1.5%
General and                                                                 
 administrative expenses   13,146   12,068    8.9%   41,937   43,459   -3.5%
                                 -------------------------------------------
Total other costs        $124,648 $118,728    5.0% $355,615 $349,507    1.7%
----------------------------------------------------------------------------
                                                                            
                                                                            
Cineplex Inc.                                                               
Interim Consolidated Supplemental Information                               
(Unaudited)                                                                 
(expressed in thousands of Canadian dollars, except number of shares and per
share data)                                                                 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Adjusted Free Cash Flow


----------------------------------------------------------------------------
                               Three months ended         Nine months ended 
                                    September 30,             September 30, 
                                2012         2011         2012         2011 
                        ----------------------------------------------------
                                                                            
Cash provided by                                                            
 operating activities    $    41,657  $    48,124  $    66,184  $    83,525 
Less: Total capital                                                         
 expenditures net of                                                        
 proceeds on sale of                                                        
 assets                      (15,874)     (12,142)     (48,344)     (39,981)
                        ----------------------------------------------------
                                                                            
Standardized free cash                                                      
 flow                         25,783       35,982       17,840       44,544 
                                                                            
Add/(Less):                                                                 
Changes in operating                                                        
 assets and liabilities                                                     
 (i)                           2,178          181       54,845       21,101 
Changes in operating                                                        
 assets and liabilities                                                     
 of joint ventures (i)          (163)      (2,064)      (4,038)       1,768 
Tenant inducements (ii)         (727)      (1,535)      (5,972)      (5,585)
Principal component of                                                      
 finance lease                                                              
 obligations                    (520)        (566)      (1,573)      (1,666)
Growth capital                                                              
 expenditures and other                                                     
 (iii)                         9,733        8,166       32,986       29,931 
Share of (loss) income                                                      
 of joint ventures, net                                                     
 of non-cash                                                                
 depreciation (iv)              (711)       1,598         (488)       3,441 
Cash invested in CDCP                                                       
 (iv)                             (4)        (159)        (248)        (378)
                        ----------------------------------------------------
                                                                            
Adjusted free cash flow  $    35,569  $    41,603  $    93,352  $    93,156 
                        ----------------------------------------------------
                        ----------------------------------------------------
                                                                            
Average number of Shares                                                    
 outstanding              61,996,063   58,323,720   60,705,608   57,857,376 
                                                                            
Adjusted free cash flow                                                     
 per Share               $    0.5737  $    0.7133  $    1.5378  $    1.6100 
----------------------------------------------------------------------------
                                                                            
i.    Changes in operating assets and liabilities are not considered a      
      source or use of adjusted free cash flow.                             
ii.   Tenant inducements received are for the purpose of funding new theatre
      capital expenditures and are not considered a source of adjusted free 
      cash flow.                                                            
iii.  Growth capital expenditures and other represent expenditures on Board 
      approved projects as well as any expenditures for digital equipment   
      that was contributed to CDCP, exclude maintenance capital             
      expenditures, and are net of proceeds on asset sales. Cineplex's      
      revolving facility is available to fund Board approved projects.      
iv.   Excludes the share of income or loss of CDCP, as CDCP is a limited-   
      life financing vehicle funded by virtual print fees collected from    
      distributors. Cash invested into CDCP, as well as cash distributions  
      received from CDCP, are considered to be uses and sources of adjusted 
      free cash flow.                                                       

Contacts:
Cineplex Inc.
Gord Nelson
Chief Financial Officer
(416) 323-6602

Cineplex Inc.
Pat Marshall
Vice President Communications and Investor Relations
(416) 323-6648
www.cineplex.com

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