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Regal Entertainment Group (RGC)

Q4 2006 Earnings Call

February 8, 2007 9:00 am ET

Executives:

Don De Laria – Vice President of Investor Relations

Michael L. Campbell – Chief Executive Officer

Amy E. Miles – Chief Financial Officer

Analysts:

Michael Savner – Bank of America Securities

Eric Handler – Lehman Brothers

Lloyd Walmsley - Thomas Weisel Partners

Jeffrey B. Logsdon - BMO Capital Markets

Matthew Harrigan – Janco Partners

Presentation

Operator

Good Morning. My name is Jackie and I will be your conference facilitator today. At this time I would like to welcome everyone to the Regal Entertainment Group fourth quarter and year-end 2006 earnings release conference call with our host Mike Campbell, Chief Executive Officer of Regal Entertainment Group and Amy Miles, Chief Financial Officer of Regal Entertainment Group.

All lines have been placed on a mute to prevent any background noise. After management’s remarks there will be a question and answer period. If you would like to ask a question during this time, simply press the star, then the number one on your telephone keypad and questions will be taken in the order they are received. If you would like to withdraw your question, you may do so by pressing star, two. As a reminder, if you are on a speaker phone, please pick up your handset before presenting your question.

I would now like to turn the call over to Don De Laria, Vice President and Investor Relations.

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Don De Laria

Hi and good morning. Before we begin today I would like to remind our listeners that this conference call contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts communicated during this conference call may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. Important factors that can cause actual results to differ materially from the company’s expectations are disclosed in the risk factors contained in the company’s annual report on form 10K, dated March 14, 2006. All forward-looking statements are expressly qualified in their entirety by such factors.

Now I’ll turn the call over to Mike Campbell.

Michael L. Campbell

Thanks, Tom.

Welcome, and thank you for dialing in to our forth quarter and year end conference call. Today I’ll provide an overview of the industry and Regal’s fourth quarter results, a brief recap of the 2006 fiscal year, an update on National CineMedia and a review of current trends in the exhibition industry including some of our expectations regarding box-office trends for the remainder of the first quarter and the summer of 2007 film slate.

Following my remarks, Amy Miles will provide a summary review of our financial results, and as always, we will conclude the call with a questions-and-answers session.

Now, turning to fourth quarter industry results. For the period that corresponds to Regal’s fourth fiscal quarter, various industry sources report that box-office revenue increased eight out of thirteen weeks during the quarter and finished with a decrease of just under 1% overall.

Depth in the release schedule, again, contributed to solid box-office results. The top ten films accounted for approximately 46% of industry box-office receipts in the fourth quarter, compared to 51% in the prior period, while films #11-25 contributed 29% of the fourth quarter box-office compared to 23% last year.

Bolstered by a strong October, Regal achieved approximately 0.4% box-office per screen growth in the fourth fiscal quarter, which outperformed an estimated 2% decline for the industry.

Now, turning briefly to Regal’s fourth quarter results we are pleased to report the following quarterly highlights. Adjusted EBITDA margin of 21.3%, average ticket growth per cap of 4.5%, concession per cap growth of 4.8%, a 190 basis point decrease in film rental and advertising expense to 51.8% of admissions revenues, here again driven primarily by the film mix, a 30 basis point improvement in concession margin and a 10 basis point improvement in general and administrative expenses.

Now, turning to 2006 industry results. The rebound and attendance coupled with growth and ticket prices drove the industry’s top-line results this year and demonstrated the cyclical nature of the movie business.

For Regal’s fiscal 2006 period, certain industry sources report that box-office revenue increased 31 out of 52 weeks during the year and finished with an increase of approximately 4%. Here again, depth of the film slate contributed to solid box-office results. The top 25 films in 2006 accounted for approximately 41% of industry box-office, compared to 46% in the prior period, while films #26-100, contributed 43% of the 2006 box-office compared to just 40% last year.

We’re also pleased to report that the average theatrical release window remained relatively unchanged with the prior year, with many studios publicly supporting the importance of the theatrical window.

Now, moving to Regals’ fiscal 2006 results. Strong box-office results led to 8% growth in Regal’s adjusted EBITDA, which increased by approximately $40 billion, as we ended the 2006 fiscal year with just over $535 million in adjusted EBITDA. In 2006 we rewarded our shareholders with a 1.20$ per share in dividends, including the dividend announced today, we have generated dividends of 14.36$ since our IPO in May of 2002. Investors that have been reinvesting their dividends in Regal common stock would have realized a total return of nearly 140% or a compound annual return of just over 20% over the past four and three-quarter years of the public company.

During the quarter we helped to facilitate the sale of just over 8 million shares in a secondary offering by Oak Tree Capital Management, with minimal disruption to the stock price. In fact during the fiscal quarter, Regal stock price increased 8.7% from $19.82 to $21.55.

National Center Media is in the final stages of its own initial public offering which we continue to believe will generate incremental value for Regal Entertainment Group shareholders. And we continue to generate significant free cash flow in 2006 and are optimistic about the box-office potential of the 2007 summer film slate.

Now for a brief update on National Center Media. We are pleased to report that as of close of market yesterday, National Center Media, our joint venture with AMC and Cinemark, priced 38 million shares at $21 per share. The pricing was obviously above the stated range and we were very pleased with the market’s reactions to the offer.

In addition to the equity offering, National Center Media is also in the process of closing on a $725 million debt facility. Based on these levels of equity and debt financing, Regal Entertainment Group expects to receive after-tax proceeds of approximately $420-450 million. In the event the under-writers over allotment an option of 4 millions shares is exercised in full, we would expect to receive total after-tax proceeds at the higher end of $450 million range.

With respect to Regal’s use of proceeds, the company and the board of directors will evaluate potential alternatives for the expected cash proceeds. The company will consider shareholder return alternatives including dividends, stock buybacks, and other corporate uses including but not limited to potential acquisition opportunities.

Now turning briefly to our outlook for the balance of the first quarter. During the first five and a half weeks of the first quarter of 2007, the industry box office has decreased approximately 1.5% versus the comparable period of ‘06. Although the quarter is off to a slow start, we remain optimistic about the prospect for the films scheduled for release in the coming months. We do expect some turn in the box-office to begin within the next couple of weeks just based on the product, and we’re particularly enthusiastic about Bridge to Terabithia, Norbit starring Eddie Murphy, and Ghost Rider. In March we like Wild Hogs, Reno 911, Shooter, Reign Over Me, and 300.

Now looking briefly at our opportunities in 2007, regarding the film slate we’re very optimistic that the industry will achieve a second straight year of positive top-line growth driven by increases in both attendance and ticket prices. We are particularly excited about the summer film slate, which is packed with proven franchise films, including Spiderman III kicking off the season on May 4th, followed by the third installment of the very successful Shrek series, Shrek the Third on May 18th, and Pirates of the Caribbean 3 on May 25th.

The June slate consists of Ocean’s 13, which will bow on June 8th, followed by the second installment of Fantastic Four on June 15th. Evan Almighty, which is a sequel to the Bruce Almighty film of a few years ago, but starring Steve Carell, follows on June 22nd, and Pixar’s animated film Ratatouille on June 29. Then in July Transformers opens on the 4th, followed by Harry Potter. And then concluding the summer season The Bourne Ultimatum and then Rush Hour 3 will appear in August.

With respect to national Cinemedia benefits we’re very pleased that the initial public offering of national CineMedia provides incremental value to Regal shareholders by helping investors understand not only the stability and growth prospects of the core theatre business, but also the growth potential and high free cash flow capability of NCM’s off screen advertising business. We believe that the separate valuation of the two related businesses is, and will continue to be a great benefit to Regal's shareholders.

Turning briefly to the acquisition environment, positive attendance trends typically create a more favorable acquisition environment, and while the timing of acquisitions is always difficult to predict based on a number of factors, we’re hopeful that the current trend will lead to additional consolidation in the industry and create further opportunities for Regal growth.

As we look forward to 2007 we’re also encouraged by recent opportunities to add value to the movie going experience and in addition to the roll out of digital cinema the industry is exploring opportunities to increase attendance and enhance margins by providing a unique out of home experience.

One such example of our willingness to invest in new technologies is a projection system from Reel D. Reel D’s technology, when utilized with a digital cinema projector allows for the presentation of a very high quality three dimensional image that is strongly preferred by our customers and creates the opportunity to generate income revenue from offering our customers a premium experience. We look forward to continuing the industry of Regal investment and technology that we believe enhances the movie going experience.

So in summary we’re pleased with our financial 2006 results and look forward to continued box office success during 2007 and I’d now like to turn over the presentation over to Amy Miles, our CFO to discuss the company’s financial performance.

Amy E. Miles

Thanks Mike and good morning. Today I’d like to provide additional detail on Regal’s fiscal fourth quarter results and update with respect to our balance sheet and CapEx as well as an update on the National CineMedia results for the quarter.

During the fourth quarter Regal Entertainment Group recorded total revenues of $652.7 million consisting of $432 million from box office revenues, $171.9 million from concessions and $48.8 million of other operating revenues.

Our total revenues decreased this quarter approximately 2.3% over the prior comparable period, primarily as a result of roughly 100 fewer average screens and changes in the way we recognize National CineMedia’s contributions to Regal. Our admissions revenue this quarter decreased approximately 1%. This is primarily as a result of an average ticket per cap increase of about 4.5% offset by a 5.6% decrease in attendance.

Concession revenues this quarter decreased 1% to just under $172 million as a result of the previously mentioned decline of attendance and average screen-count but this decline was partly offset by a 4.8% increase in concession per cap for the quarter. Our other revenues during the fourth fiscal quarter of ’06 decreased 14.1% over the same quarter in 2005 and totaled $48.8 million.

The decrease in other revenues is related to our net revenue recognition of our national CineMedia revenues offset by increases in our vendor marketing programs and other theatre revenues. I will provide additional information with respect to NCM revenues and operating results later in my remarks.

Looking briefly at expensible items for the fourth quarter our film and advertising as a percent of box office for the current quarter represented 51.8% of admissions revenues. Film rental and advertising expense decreased by 190 basis points over the comparable quarter primarily as a result of the mix of film product during this quarter.

The depth in the film slate during the fourth quarter positively impacted our sales and advertising expense line. We are also pleased to report that concession margins before factoring in our vendor marketing program increased 30 basis points in this quarter and totaled 85.9%. Total rent expense increased $3.9 million or 4.8% due to normal rent increases and again newer, more productive screens that are replacing older, less productive screens.

Our other operating expenses increased approximate $0.9 million or 0.5% for the quarter, primarily as a result of normal inflationary increases and increases in certain variable costs during the quarter which were offset by a greater percentage of net revenue recognition for National CineMedia. Also please note that our G&A expenses include approximately $2.3 million of share based compensation in Q4 2006. To exclude this increase in G&A related to files 123R, all other G&A expenses decreased approximately $1.8 million or 11.5% this quarter. The fourth quarter produced adjusted EBITDA of $138.9 million or as much as $145.5.5 million for the same quarter last year and resulted in a EBITDA margin of 21.3%.

As Mike previously stated the adjusted EBITDA for the ’06 fiscal year was approximately $535.4 million versus $495.5 million for the ’05 fiscal year. We were pleased with the overall 8% growth in adjusted EBITDA for this fiscal year. Also we reported this quarter adjusted diluted EPS at $0.20 per share for the quarter which was just over analysts’ consensus. Looking briefly at our balance sheet and asset base, we ended the quarter with $162 million cash and totaled the debt balance of just under $2 billion. Our pro-forma leverage remains conservative as compared to our peers which provides Regal financial flexibility, and supports our process on returning value to shareholders.

Turning briefly to CapEx, CapEx during the fourth quarter totaled $40 million. During the quarter the company also recorded proceeds from asset sales of approximately $0.8 million and as such our net CapEx was $39.2 million. During the quarter we opened two theatres with 25 screens and closed two theatres with eight screens, bringing our total to 539 theatres for 6403 screens.

Based on our development schedule for 2007, we would expect full year CapEx to be in the range of $115-$130 million and this number is inclusive of $5-$10 million of expected asset sales. We would also expect our CapEx to be slightly weighted to the second half of the fiscal year. For 2007 we expect to open eight to ten theatres with 125-145 screens and close 20-25 theatres with 155-175 screens resulting in an ending theatre count of approximately 525 and an ending screen count of 6375.

Turning briefly to the financial highlights of National CineMedia for the fourth quarter, the revenues related to NCM reported in our revenue and other revenue line totaled $22.3 million in the fourth quarter of ’06, and $31.7 million in the fourth quarter of ’05.

On an apples to apples basis if you adjust for our gross versus net accounting our adjusted revenue from NCM which again represents our portion only, totaled approximately $36 million for the fourth quarter of ’06 versus $40 million in the fourth quarter of ’05. NCM contributed $22 million to Regal’s fourth quarter 2006 adjusted EBITDA which decreased approximately 11% from the $24.8 million in the fourth quarter of ’05. As a reminder our percentage of NCM approximated 63% in the fourth quarter of ’05 versus just under 48% for the fourth quarter of ’06 which accounts for the decline in our portion of NCM’s adjusted EBITDA. Obviously if you broke up the number of ownership each period you would note the approximate growth in the NCM stand-alone EBITDA.

As we look forward to the 2007 fiscal year we are obviously very optimistic with respect to the strong line up of films for that period and as we review the expectations for the ’07 fiscal year we note that many of the analysts estimates are not pro-forma for the NCM IPO as a transaction is just in the process of closing. Focusing on the core business the pre-consensus for ‘07 industry attendance growth approximates 1.5-2%. Based on that level of attendance growth and accounting for the impact of the NCM IPO, we would expect 2007 adjusted EBITDA at $520-$535 million. This range includes our modifications to our exhibitor services agreements with National CineMedia and includes our expected cash distribution from NCM as well. Based on the strong film line-up however we would not be surprised with upsides for the pre-estimates.

In summary we are very pleased with our fourth quarter results, and look forward to continued success in 2007.

This concludes the company’s remarks, and we will open up the lines for any questions you may have.

Question-and-Answer Session

Operator

Thank you ladies and gentlemen, at this time we will be conducting a question and answer session. If you would like to ask a question, please press *1 on your telephone keypad. A conformation tone will indicate your line into the question queue. You may press *2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the * key.

One moment please while we hold for questions.

Our first question is coming from Michael Savner with Bank of America Securities. Please proceed with your question.

Michael Savner – Bank of America Securities

Hi good morning, thanks very much. A couple questions if I could. First, Mike, on the balance sheet, historically you and the board have moved relatively quickly when you feel that your balance sheet is un-optimized, and you look to either return the value or make an acquisition, so giving the expected inflow of cash over the next few months can you maybe talk about the time frame around when you’d want to make some kind of decision.

And Amy, a couple questions. One, ticket prices certainly showed a bigger than expected boost relative to our model in the fourth quarter that’s coming off of a very big increase in ticket prices in the fourth quarter of ’05. So can you give us a little color on what’s been happening there, if that’s more mix, or whether it’s been continued pricing power on your part, and how we should think about ’07.

And then lastly, on other theater operating costs, I think the NCM S1 statement I guess has done a pretty good job of kind of going through the new service agreement. From a cost side for Regal, can you maybe just take us through any changes we expect to see, particularly any other cost line. I think for the year the run rate earned was around $165-$170 million, above other theater operating costs.

Does that change in ’07 at all now that you’re out of the service agreement is in effect?

Thanks very much.

Michael L. Campbell

Regarding the inflow of funds from NCM, clearly once we receive those funds, which we expect to be within the next few weeks, it’s been our history, we’re not going to sit on that very long, we’re going to make a decision very quickly. We plan to engage our board and helping us make that decision, but I would expect a decision fairly quickly.

Amy E. Miles

Hi, I think Michael, just to follow up, to take your question. First, I think when you look at ticket prices; it’s probably more real movement in ticket prices than it was stale-mix this quarter.

We continued to constantly monitor, obviously our ticket prices, and take price increases where we think its prudent, and where we can in various markets, and that’s what we did in the fourth quarter. And we would expect to have continued pricing flexibility as we look into the 2007 fiscal year.

And with respect to your question regarding, how can you think about the operating expenses changing next year? If we we’re focusing with respect to the impact of National CineMedia. Our total operating expenses probably included somewhere $5-$8 million of expense related to the accounting for National CineMedia. And next year, on all of our revenues will be net-revenues. And there will be no impact on our operating expenses.

Michael Savner – Bank of America Securities

So that $5-$8 million, that was inclusive in ’06, was an annual number, not a quarterly number, right?

Amy E. Miles

That’s correct.

Michael Savner - Bank of America Securities

So then, the decline is roughly that amount, just a few million dollars.

Amy E. Miles

Yes, thank you.

Michael Savner – Bank of America Securities

Terrific, thanks very much.

Amy E. Miles

Thank you.

Operator

Our next question is coming from Eric Handler with Lehman Brothers, please proceed with your question.

Eric Handler - Lehman Brothers

Thank you, Amy, two quick things.

Now with this NCM IPO, what do you feel is your optimal leverage at this point? Where do you want to be? And then secondly, with the number of closures you’re going to have of your screen count in ’07, what type of margin improvement do you think you get from that? Or cost savings?

Amy E. Miles

Yea I think with respect to when you’re looking at our optimal leverage, I think the company I would say is very comfortable today where we are. And you know we have just under $2 billion of debt, $162 million of cash, and that sets our net leverage somewhere south of 3.5 times.

So from that perspective, I would say we’re operating today with a very comfortable leverage ratio, and just to be clear, when I’m looking at the number, I’m not accounting obviously the NCM pricing. We’re comfortable at the NCM pricing, those numbers are a pretty good deal.

With respect to the screen count, we closing about our average, call it 150 to 175 screens. And again, we would expect margin improvement with respect to that, but I think it’s often, you know, there’s so much variability in the films, and that may be a 10 basis points, 20 basis points off those theaters, but I would expect more of our margin improvement next year, to come from attendance growth based on our expectations for the box office.

Eric Handler - Lehman Brothers

Ok, thank you.

Operator

Our next question is coming from Gordon Hodge with Thomas Weisel Partners. Please proceed with your question.

Lloyd Walmsley - Thomas Weisel Partners

Hey, its Lloyd Walmsley in for Gordon, I was just wondering if you could talk a little bit about after you make your decisions on what to do with the cash from NCMI, how do you all feel about pre-cash flow coverage of your on-going dividends, is there some certain level of comfort that you all shoot for?

And then also, if you could perhaps comment on how you plan to book the tax receivable from the NCMI going forward?

Amy E. Miles

I think your first question…I think if you look at how the company feels about our ongoing dividends, we obviously have close to a year’s worth of dividends on our balance sheet. We have $162 billion of cash and untapped revolver of $100 million. So we have capacity with respect to any other kind of working capital or any needs that the company would have.

Again, if you look to our guidance $520-$535 million, and again we hope there is an upside to that number, that’s just based on an intended street estimate of 1.5% to 2%. Really our EBITDA was $535 million last year, so we’re not talking about a significant change as we look into our ’07.

And I guess as an added benefit, when we look into our 2008 fiscal year, the fiscal year that the company will benefit from a 53rd accounting league, which is a big cash influx here.

So I guess from that perspective, the company is comfortable, we’re very comfortable with our current dividends.

And with respect to, I’m sorry, what was the second question?

Lloyd Walmsley - Thomas Weisel Partners

The second question was the tax receivable…

Amy E. Miles

Oh the tax receivable, yeah that will not really be a material number for the company, but we would expect to record that as part of our equity and joint venture pickup. It will be a cash distribution received. And that’s where it will be recorded.

Lloyd Walmsley - Thomas Weisel Partners

Ok great, Thank you.

Operator

As a reminder ladies and gentlemen, if you would like to ask a question, please press *1 on your telephone keypad at this time.

Our next question is coming from Jeffrey B. Logsdon, with BMO Capital Markets. Please proceed with your question.

Jeffrey B. Logsdon - BMO Capital Markets

Thank you. Mike, two questions.

Number one, impact of minimum wage, if any, and number two, what are you seeing in terms of pricing on private market transactions for theaters around the country now?

Michael L. Campbell

Regarding that, there will be some minimal impact, but I don’t think it’s going to be anything significant. If Amy wants to jump in with more detail, that’s fine, but we have fully vetted that internally, and don’t believe there’s going to be any major impact.

Amy E. Miles

I’m sorry, I think Jeff, with respect to that, we are you know, if you see an increase in our payroll, it’s going to be more related to certain state increases. And to Mike’s point, once you get to any kind of overall changes in the federal, a lot of the states where we do business are already above the federal, so from that perspective, any changes in the federal should be minimal to our business.

Jeffrey B. Logsdon - BMO Capital Markets

Can you use that to lever prices up a tad, just as a rationale for anyone who might ask?

Michael L. Campbell

Well I think we’re clearly going to view any pricing opportunities we have, and take advantage of those, but clearly I think a lot of businesses across the country are going to be able to honestly say that minimum wage pressure is a justification for price increases. We’re not going to be any different than that.

Regarding transaction multiples, we’ve referenced earlier, that typically sellers that aren’t distressed pull back from a market a little bit when attendance is down like it was in ’05, but now that 2006 was up, and trends are good in 2007, we would expect that there might be more sellers in the market.

I don’t foresee any changes, and the transaction multiples that we’re willing to pay…You know, we’ve typically been in that five to seven times cash-flow range, and we still believe that acquisitions, particularly with regional companies can be done within that range, and we think that’s a range that we’re going to stick to. I don’t think we’re going to go above that range.

Jeffrey B. Logsdon - BMO Capital Markets

Great. We thank you.

Operator

Our last question coming from Matthew Harrigan with Janco Partners.

Matthew Harrigan – Janco Partners

What sort of premium pricing you might get on Real D and how many movies you might anticipate having that format before too long, and how you see that affecting the attendance patterns, as well, I know, it’s very far-off, but it’s nice to have a new growth factor, obviously.

Michael L. Campbell

Yeah, we clearly believe that this is something that’s going to differentiate our experience further from the home experience. We’re in the process, currently we have 34 Real D units in operation, we’re rolling out 75 more during the next month and a half, two months, and there is a premium pricing opportunity. It’s been our experience, you know, during our testing of the first 34 units is that consumers are willing to pay at least a couple of dollars more for that experience. We’ve had no pushback, no complaints.

We continue to see when we run a 3D print in a theater, you know, side by side with a 2D print, that we will generate, you know, two or three times the attendance on that 3D screen as we generate on the 2D screen. We also continue to see that the 3D prints or the 3D screens will continue their attendance patterns longer than a 2D print, so we’re able to hold the films on the screen longer, so, clearly I think this in the future is an attendance mover, and we are seeing the studios and certain key filmmakers jump on the bandwagon for producing these new 3D films.

I would expect to have, you know, three to four films in this format over the next 12 months, and I think there’s a lot more in the pipeline, as the number of 3D screens in the country continues to increase.

And I think, you know, critical numbers probably 1000 to 1500 screens, and I think once we reach that level as an industry, you’re going to see a lot of additional production in this format.

Matthew Harrigan – Janco Partners

Great, Thank you.

Operator

We have now reached the allotted time for questions. We now would like to hand the floor over to Mike Campbell for any closing remarks.

Michael L. Campbell

Well, we certainly appreciate everybody dialing in. We’re excited about the NCM IPO, and we hope to have great results for you next quarter, so thank you.

Operator

This concludes today’s conference. Thank you for your participation.

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