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September 2004 New York & Boston Non-Deal Roadshow. Mike Campbell, Co-Chairman & Co-CEO Kurt Hall, Co-Chairman & Co-CEO Amy Miles, CFO. Forward-looking Statements.
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September 2004 New York & Boston Non-Deal Roadshow Mike Campbell, Co-Chairman & Co-CEO Kurt Hall, Co-Chairman & Co-CEO Amy Miles, CFO
Forward-looking Statements This presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the risk factors contained in the Company's 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2004. All forward-looking statements are expressly qualified in their entirety by such factors. This presentation contains references to “Adjusted EBITDA” (earnings before interest, taxes, depreciation and amortization expense, loss on debt extinguishment, merger and restructuring expenses and amortization of deferred stock compensation, gain on disposal and impairment of operating assets, minority interest in earnings of consolidated subsidiaries and other, net) was approximately $553.4 million, or 21.9% of total revenues, for the four quarters ended July 1, 2004. We believe EBITDA, Adjusted EBITDA and Free Cash Flow provide useful measures of cash flows from operations for our investors because EBITDA, Adjusted EBITDA and Free Cash Flow are industry comparative measures of cash flows generated by our operations and because they are financial measures used by management to assess the performance and liquidity of our Company. EBITDA, Adjusted EBITDA and Free Cash Flow are not measurements of financial performance or liquidity under accounting principles generally accepted in the United States of America and should not be considered in isolation or construed as a substitutes for net income or other operations data or cash flow data prepared in accordance with accounting principles generally accepted in the United States of America for purposes of analyzing our profitability or liquidity. In addition, not all funds depicted by EBITDA, Adjusted EBITDA and Free Cash Flow are available for management's discretionary use. For example, a portion of such funds are subject to contractual restrictions and functional requirements to pay debt service, fund necessary capital expenditures and meet other commitments from time to time as described in more detail in the Company’s 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2004. EBITDA, Adjusted EBITDA and Free Cash Flow, as calculated, may not be comparable to similarly titled measures reported by other companies. Regal Entertainment Group has provided a reconciliation of net cash provided by operating activities and operating income to EBITDA and Adjusted EBITDA on its Web site at www.REGmovies.com. All forward-looking statements are expressly qualified in their entirety by such factors.
Agenda: • Regal Overview • Steady Industry Growth Trends and Solid Fundamentals • Proven Business Strategy Generates Free Cash Flow • Regal CineMedia Generating Incremental Free Cash Flow • Financial Overview & Summary
Largest Domestic Motion Picture Exhibitor • Trailing 4 Quarters Ended July 1, 2004 • Revenue $2.5 billion • Adjusted EBITDA $553 million • Adj. EBITDA margin 21.9% • Attendance 265 million • Free Cash Flow $312 million • Free Cash Flow Per Share $2.12
National Footprint & Modern Assets • 544 Theatres • 6,053 Screens • 11.1 Screens/Theatre • 17% of U.S. Screens • 61% Stadium Seating • 85% of Screens in sole exhibitor zones • 45 of Top 50 Markets 5 5 37 3 4 1 22 6 7 3 52 13 4 25 24 13 4 7 11 9 13 2 2 2 25 1 83 13 2 14 3 2 8 8 11 9 16 23 10 47 As of 7/1/04 $2 Billion Invested Since 1997 = Modern Asset Base & Significant Free Cash Flow
Industry Leading Margins LTM Adj. LTM Adj. Free Cash FCF EBITDAEBITDA Margin(2)FlowMargin(3) Regal $553 21.9% $312 12.3% Comparable Avg.(1) - 17.9% - 7.3% • Focus on efficient theatre operations • Lower rent and occupancy costs • Effective cost controls • Utilize scale to negotiate national contracts • Regal CineMedia provides margin accretion Industry Leading Margins = Increased Free Cash Flow • Comparable average includes AMC Entertainment Inc., Carmike Cinemas, Inc. & Cinemark, Inc. for the fiscal twelve month or 52/53 week period ending closest to June 30, 2004. • Adj. EBITDA is presented “as calculated” by Regal and AMC in their quarterly financial reports and is calculated for Carmike and Cinemark as Income from operation + depreciation & amortization. • Free cash flow = Cash provided by operating activities – capital expenditures + proceeds from asset sales.
Steady Box Office Growth Trends Steady Box Office Growth • Box Office Growth • Avg. 6.2% growth per year • Attendance • Avg. 2.7% growth per year • Ticket & Concession Prices • Avg. 2-3% growth per year (billions) 6.2% Growth Per Year Box Office Revenue Source: NATO & Nielsen EDI
Industry Screen Count • Improved supply dynamics • Screen count down from peak = increased attendance/screen • Decline in seats increases utilization • Replacement cycle is increasing screens per theatre and enhancing margins • Expect growth in screensto return to historical replacement model(2-3% per annum) • Regal’s model works regardless of pace of rationalization Source: NATO
Proven Business Strategy • Focus on efficient theatre operations • Industry leading margins • Selective investment in asset base • Return Value to Shareholders • $5.65 per share paid in 2003 • $5.86 per share paid in 2004(1) • Quarterly dividend has increased substantially • From $0.00 to $0.15 (beginning Dec. 2003) • From $0.15 to $0.18 (beginning March 2004) • From $0.18 to $0.20 (beginning Sept. 2004) • From $0.20 to $0.30 (beginning Dec. 2004) • Recently announced $50 million share repurchase program • Evaluate accretive acquisitions • Regal CineMedia opportunities (1) Includes dividends paid through 9/15/04 plus $0.30 per share dividend expected to be paid in December 2004.
Prudent Acquisition Strategy • Regal’s Focus • High quality assets • Accretive to cash flows and earnings • Significant near term synergies • Recent transactions: Transaction Value EBITDA Pre Post Year(millions)(millions)SynergySynergy Hoyts 2003 $223 $43 5.2x 4.1x Signature & others 2004 $226 $37 6.1x 5.2x Combination of Regal, United Artists and Edwards =$25-$35 million in synergies Proven acquisition integration process with 16 successful acquisitions since 1995
“Recreating the Motion Picture Theatreto Enhance Free Cash Flow”
Digital Content Network • First of its kind in-theatre Digital Content Network (“DCN”) capable of showing: • On-screen advertising • Digital Content Distribution • Big Screen Concerts • CineMeetings • CineEducation • Other Digital Content % Rev. 80-85% 15-20% As of 7/1/04: Screens: 5,085 Theatres: 420 Plasma: 1,271 Markets: 78 Unparalleled National Presence265+ Million Annual Attendance25 of Top 25 Markets45 of Top 50 Markets
Cinema Advertising = Free Cash Flow • Revolutionizing cinema advertising OldNew • Delivery method SlidesDigital • Distribution/production cost HighLow • Targeting capability LimitedHigh • Entertainment value LowHigh • Consumer recallLow 4-6x TV • % National advertisersin cinema FewGrowing • Regal’s margin <=30%50%+
Big Screen Concerts Big stars Big hits Big concerts
RCM Business Model Highlights • 2004 First half results % Increase • RCM Revenue $43 million +59% • % Advertising 75% • % CineMeetings and other 25% • Inventory sell-through 76% +12% • CPM Rate +13% • High margin advertising contributing to EBITDA Margins • CineMeetings and other businesses exceeding internal budgets • Generating incremental free cash flow
Strong Revenue and EBITDA Performance EBITDA* Revenue* ($ in millions) ($ in millions) *Pro Forma for the combination of Regal, Edwards and UA. Excludes results of theatres closed in connection with reorganizations
Cash is King LTM 7/1/04 Income from operations$388.7 + Changes in working capital items and other 11.3 Net cash provided by operating activities 400.0 - Capital expenditures (129.6) + Proceeds from asset sales 41.9 Free cash flow $312.3 Free cash flow / share $2.12 Free cash flow / Adj. EBITDA 56% Price / free cash flow 8.9x Free cash flow yield 11.2% Dividend yield(1) 6.34% ($ in millions) • Closing price as of 9/13/04 = $18.94
Building Blocks for Growth Drivers 6.2% box office growth results from attendancegrowth of approx. 2.7% and price increases of 2-3% Revenue Growth Cost Control Industry leading theatre operations Generate incremental free cash flow and increase margins Regal CineMedia Accretive Acquisitions Pursue accretive acquisitions FCF and Capital Structure Free Cash Flow Strong margins = Significant Free Cash Flow Dividend Attractive cash dividend yield • Source: NATO • Source: Company Estimate
Regal Monthly Stock Price & Total Return $0.20 $5.00 $0.18 24% Annual Rate of Return $0.15 $5.05 $0.15 Note: Total return assumes gross dividends invested in additional shares of Regal stock
Investment Highlights Deliver Shareholder Value = + Regal CineMedia Stock Appreciation + Dividends Paid = 65% Return* Since IPO + Generates Free Cash Flow + Proven Business Strategy Steady Industry Growth & Solid Fundamentals Based on stock price as of 9/10/04. Total return based on reinvesting gross dividend in shares of common stock. Annual equivalent return with reinvested dividends = 24%