Investor Presentation
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. ALLSTATEMENTS INCLUDED HEREIN, OTHER THAN STATEMENTS OF HISTORICAL FACT, MAY CONSTITUTE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKINGSTATEMENTS 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 EXPECTATIONSARE DISCLOSED IN THE RISK FACTORS CONTAINED IN THE COMPANY’S 2016 ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON FEBRUARY 27, 2017. ALL FORWARD-LOOKING STATEMENTSARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY SUCH FACTORS.
THIS PRESENTATION CONTAINS REFERENCES TO NON-GAAP FINANCIAL MEASURES INCLUDING ADJUSTED EBITDA (NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST ADJUSTED FOR INTEREST EXPENSE, NET, PROVISION FOR INCOMETAXES, DEPRECIATION AND AMORTIZATION, NET LOSS ON DISPOSAL AND IMPAIRMENT OF OPERATING ASSETS AND OTHER, SHARE-BASED COMPENSATION EXPENSE, ACQUISITION RELATED COSTS, LOSS ON EXTINGUISHMENT OF DEBT,EARNINGS RECOGNIZED FROM NCM, CASH DISTRIBUTIONS FROM NCM AND OTHER NON-CONSOLIDATED ENTITIES, AND NONCONTROLLING INTEREST, NET OF TAX AND EQUITY IN INCOME OF NON-CONSOLIDATED ENTITIES AND OTHER, NET). ARECONCILIATION OF CURRENT YEAR NON-GAAP FINANCIAL MEASURES IS AVAILABLE ON THE COMPANY’S WEB SITE AT WWW.REGMOVIES.COM.
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 COMPARATIVEMEASURES OF CASH FLOWS GENERATED BY OUR OPERATIONS AND BECAUSE THEY ARE FINANCIAL MEASURES USED BY MANAGEMENT TO ASSESS THE LIQUIDITY AND PERFORMANCE OF OUR COMPANY. EBITDA, ADJUSTED EBITDA AND FREECASH FLOW ARE NOT MEASUREMENTS OF LIQUIDITY OR PERFORMANCE UNDER U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND SHOULD NOT BE CONSIDERED IN ISOLATION OR CONSTRUED AS A SUBSTITUTE FOR OTHER OPERATIONSDATA OR CASH FLOW DATA PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FOR PURPOSES OF ANALYZING OUR LIQUIDITY OR PERFORMANCE. 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 DEBTSERVICE, FUND NECESSARY CAPITAL EXPENDITURES AND MEET OTHER COMMITMENTS FROM TIME TO TIME AS DESCRIBED IN MORE DETAIL IN THE COMPANY’S 2016 ANNUAL REPORT ON FORM 10-K FILED WITH THE SEC ON FEBRUARY 27,2017. EBITDA, ADJUSTED EBITDA AND FREE CASH FLOW, AS CALCULATED, MAY NOT BE COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES.
Company Overview
About Us
4
561THEATRES
211MANNUAL ATTENDEES
~20%OF NORTH AMERICANBOX OFFICE
7,315SCREENS
* Market Cap as of September 30, 2017 market close
NYSE ticker — RGC
Market capitalization*— $2.5 billion
Annual dividend — $0.88 per share
Credit rating— B1/BB-
Employees— over 25,000
CEO—Amy Miles
CFO— David Ownby
Senior executive average tenure — 20 years
Company headquarters— Knoxville, TN
Regal is a Leader in the U.S. Exhibition Industry
5
Geographic Diversification
States: 43 + D.C & 3 U.S. territories
Markets: 48 out of Top 50
Modern Asset Base
Sony 4K Digital Projection
~68% feature premium amenities
Attractive Business Model
66
Stable industry with consistent, long-term growth
High return investment opportunities augmenting top- and bottom-line growth
Substantial, and consistent, free cash flow generation
Established track record of effective and efficient capital allocation
Strong Industry Fundamentals
$92.98
$62.18$55.88 $58.35
$31.00
$8.65
$0
$20
$40
$60
$80
$100
NFL NHL NBA ThemeParks
MLB Cinema
2016 Average Ticket Price
Most Affordable Out-of-Home Entertainment Option
8
More people went to the movies in 2016 than all theme parks, MLB, NFL, NBA and NHL combined.Source: 2016 MPAA data
Family of four can go to the movies for under $40
Cinema1,315
Theme Parks410
Sports134
2016 Attendance (Millions)
Our Industry Provides Steady Long-Term Growth
9
INDUSTRY BOX-OFFICE EXCEEDED $10B EACH OF THE LAST 8 YEARS
$0.0
$2.0
$4.0
$6.0
$8.0
$10.0
$12.0
1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016
~4% Box Office CAGR (1986 - 2016)
Note: Red bar indicates a recession year.
Film Release Date
A Bad Moms Christmas 11/03/2017
Thor: Ragnarok 11/03/2017
Murder on the Orient Express 11/10/2017
Justice League 11/17/2017
Coco 11/22/2017
Star Wars: The Last Jedi 12/15/2017
Ferdinand 12/15/2017
Jumanji: Welcome to the Jungle 12/20/2017
Pitch Perfect 3 12/22/2017
Greatest Showman 12/25/2017
Strong Product Slate for Q4 2017
10
$10.1
$10.3
$10.5
$10.7
$10.9
$11.1
$11.3
$11.5
2012 2013 2014 2015 2016
Industry Box Office (Billions)
$1,825
$1,875
$1,925
$1,975
$2,025
$2,075
$2,125
2012 2013 2014 2015 2016
RGC Box Office (Millions)
Regal is Outperforming the Industry
11
High Return Investment Opportunities
High Return Investment Opportunities
13
Re-seat theatres with luxury recliners
Enhanced food and beverage offerings
Addition of large-format IMAX and RPX screens
Enhanced loyalty program
$82M2016 incremental
revenues
$38M2016 incremental adjusted EBITDA
12%Attendance growth
7.3%2016 average ticket
price increase
Reseated Theatres—Recent Results
Converted screens generated $82 million of incremental revenues and $38 million of incremental adjusted EBITDA in 2016 versus the prior year
Attendance growth of 12%
Average ticket prices at converted locations increased 7.3% in 2016, 400 basis points higher than growth at traditional theatre locations
14
Luxury Reclining Seats
Efficient capital spend, moderate investment with high return
15
151 sites and 1,833 screens operating with reclining seats
currently
~30% of the circuit with reclining seats by early 2018
Potential for 10%–15% more of the circuit to be converted
by 2019
Landlords funded over 50% in 2016
Large Format Screens
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92 IMAX screens
109 RPX screens
VIP Concepts
17
Luxury sections inside traditional theatres
VIP area with bar and lounge
Auditorium service prior to showtime
Reserved seating
Enhanced Food and Beverage Offerings
Incremental to EBITDA margin, low investment with moderate return
18
Expanded food in 255 locationsreaching over 59% of attendees, expect to
offer in ~270 locations by the end of 2017
Alcohol in 172 locationsreaching ~ 36% of attendees, expect to offer
in ~200 locations by the end of 2017
Food sales generated over $112M in revenuein 2016
Enhanced Loyalty Program—Regal Crown Club
19
Largest program in the industry with over 14 million active members
Loyalty club members spent $1.1 billion in fiscal 2016
Enhancements to loyalty program are focused on driving usage, attendance
and spend
Financial Review
Capital Allocation Strategy
21
Focus on efficient investments with medium to high returns
Augment internal growth with selective M&A and new builds
Continue to return capital to shareholders via annual and special dividends, when appropriate
$300
$187
$280
$143
$303
$196
$286$263
$242
$194
$261
$197
$0
$50
$100
$150
$200
$250
$300
$350
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Free Cash Flow
Established record of consistent and strong free cash flow generation
22
Over $235 million average free cash flow per year
*
* Adjusted to exclude $448 million of net cash proceeds from NCMI IPO in 2007
Size and Scale Advantage
23
CONSISTENTLY LOW OPERATING COSTS DRIVEN BY SCALE AND OPERATIONAL EFFICIENCY
12.8% 12.7%
13.4%13.7%
13.5%
10.0%
11.0%
12.0%
13.0%
14.0%
15.0%
2016 2015 2014 2013 2012
Cost of Concession
53.7% 53.6%52.4% 52.3% 52.0%
40.0%
45.0%
50.0%
55.0%
60.0%
65.0%
2016 2015 2014 2013 2012
Film Rent & Ad Costs
Liquidity and Debt
24
OUR DIVERSIFIED DEBT STRUCTURE MAXIMIZES FLEXIBILITY AND LIMITS REFINANCE RISK
$775
$1,100
$250 $250
$0
$250
$500
$750
$1,000
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
5.75% Sr. Notes Due 2022 Sr. Credit Facility 5.75% Sr. Notes Due 2023 5.75% Sr. Notes Due 2025
Net Debt / LTM Adj EBITDA 3.8x
Return on Invested CapitalSINCE 2002 WE HAVE GENERATED AN AVERAGE 13.6% RETURN ON INVESTED CAPITAL1, COMPARED TO A 6.5% WEIGHTED AVERAGE COST OF CAPITAL2 (CURRENT)
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
ROIC WACC AVG ROIC
ROIC in excess of Current WACCCurrent WACC: 6.5%
Avg. ROIC: 13.6%
1. ROIC = (Operating Income after taxes) / (Equity + Net Debt)2. Source: provided by RGC 25
Shareholder Value
26
Total Return Since IPO1: 310.7% Dividends Since IPO: $ 29.12
Annualized Return: 9.6% Current Dividend Yield: 5.5%
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
$6.00
$7.00
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
SpecialRegular
Note1: Total return assumes gross dividends reinvested in RGC from 05/10/02 to 09/30/17
Summary
27
Augmenting stable underlying industry growth through selective investments with strong returns
Resolutely focused on producing superior long-term returns for our shareholders
Substantial internal and external growth opportunities remain
Strong balance sheet and substantial free cash flow to support growth and return of capital to shareholders
Appendix
5 Year Financial Overview
2016 2015 2014 2013 2012
Revenue $ 3,197.3 $ 3,127.3 $ 2,990.1 $ 3,038.1 $ 2,820.0
Net income 170.4 153.4 105.6 157.7 142.3
Adjusted EBITDA 630.4 607.7 575.7 597.7 578.1
Percent of Revenue 19.7% 19.4% 19.3% 19.7% 20.5%
Cash provided by operating activities 410.5 434.4 349.1 346.9 346.6
Capital expenditures, net 213.5 173.7 155.1 104.8 83.4
Free Cash Flow 197.0 260.7 194.0 242.1 263.2
Percent of Revenue 6.2% 8.3% 6.5% 8.0% 9.3%
29
$ IN MILLIONS
Reconciliation of Net Income to EBITDA$ IN MILLIONS
2016 2015 2014 2013 2012
Net income $ 170.4 $ 153.4 $ 105.6 $ 157.7 $ 142.3
Interest expense, net 128.1 129.6 126.5 141.3 135.0
Provision for income taxes 111.2 100.1 73.4 107.0 89.5
Depreciation and amortization 230.7 216.8 207.2 200.2 183.1
EBITDA $ 640.4 $ 599.9 $ 512.7 $ 606.2 $ 549.9
30
Reconciliation of EBITDA to Net Cash Provided by Operating Activities $ IN MILLIONS
2016 2015 2014 2013 2012
EBITDA $ 640.4 $ 599.9 $ 512.7 $ 606.2 $ 549.9
Interest expense, net (128.1) (129.6) (126.5) (141.3) (135.0)
Provision for income taxes (111.2) (100.1) (73.4) (107.0) (89.5)
Deferred income taxes 2.4 (10.9) 6.6 (11.8) 52.4
Changes in operating assets and liabilities (67.4) 35.5 (42.9) (5.0) (68.3)
Gain on sale of NCM, Inc — — — (30.9) —
Loss on extinguishment of debt 2.9 5.7 62.4 30.7 —
Landlord contributions 75.3 32.2 8.8 3.5 —Other items, net (3.8) 1.7 1.4 2.5 37.1
Net cash provided by operating activities $ 410.5 $ 434.4 $ 349.1 $ 346.9 $ 346.6
31
Reconciliation of EBITDA to ADJUSTED EBITDA$ IN MILLIONS
2016 2015 2014 2013 2012
EBITDA $ 640.4 $ 599.9 $ 512.7 $ 606.2 $ 549.9
Net loss on disposal & impairment 4.8 19.7 7.3 8.4 16.2
Share based compensation 8.8 8.3 9.4 9.3 10.3
Gain on sale of NCM, Inc. — — — (30.9) —
Loss on extinguishment of debt 2.9 5.7 62.4 30.7 —
Earnings recognized from NCM (29.4) (31.0) (32.1) (37.5) (34.8)Cash distributions from NCM and other non-consolidated
entities 46.7 43.6 45.4 40.0 38.5
Noncontrolling interest, net of tax and equity in income of non-consolidated entities and other, net (43.8) (38.5) (29.4) (28.5) (2.0)
Adjusted EBITDA $ 630.4 $ 607.7 $ 575.7 $ 597.7 $ 578.1
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