Cineplex Inc.

Cineplex Inc.

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Cineplex Inc.CA flagToronto Stock Exchange
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Q2 FY2013 · Earnings Call TranscriptAugust 10, 2013

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Executives

Pat Marshall – Vice President of Communications and Investor Relations Ellis Jacob – President, Chief Executive Officer, Director Gord Nelson – Chief Financial Officer

Analysts

Paul Steep – Scotia Capital Markets Adam Shine – National Bank Financial Brokers Colin Moore – Credit Suisse Kevin Lee Hon Siong – Stifel Nicolaus Canada, Inc. Haran Posner – RBC Capital Markets Tim Casey – BMO Capital Markets Kenric Tyghe – Raymond James Ltd.

Steve Li – Industrial Alliance Securities, Inc. Aravinda Galappatthige – Canaccord Genuity Corp.

Operator

Good morning ladies and gentlemen, and thank you for standing by. Welcome to the Cineplex Inc.

Second quarter conference call. At this time all participants are in a listen-only mode.

Following the presentation, we will conduct a question-and-answer session. (Operator Instructions) I would like to remind everyone that this conference call is being recorded today, August 8, 2013.

I will now turn the conference over to Pat Marshall, Vice President of Communications and Investor Relations. Please go ahead.

Pat Marshall

Good morning. Before beginning the call, we’d like to remind you that certain statements being made are forward-looking and subject to various risks and uncertainties.

Such forward-looking statements are based on management’s beliefs and assumptions regarding the information currently available. Actual results could differ materially from those expressed in the forward-looking statements.

Factors that could cause results to vary include among other things adverse factors, generally encountered in the film-exhibition industry, risks associated with national and world event, discovery of undisclosed material liabilities and general economic conditions. I’ll now turn the call over to Ellis Jacob.

Ellis Jacob

Thank you, Pat. Good morning and welcome to our Second Quarter 2013 Conference Call.

We appreciate you joining us today. I will begin the call this morning by providing a top line overview of our second quarter results, highlighting some of our accomplishments during the quarter, and we’ll conclude with a look at the film slate for the balance of the year.

I will then turn the call over to Gord Nelson, our Chief Financial Officer, who will speak more specifically to the details of our financial results during this quarter. Once Gord has concluded his remarks, we will hold a question-and-answer period.

We experienced a record second quarter with strong results in a number of areas. Total revenue increased 14.4% compared to the prior-year period to $301.6 million.

Increased attendance and increased revenues generated from concession, box office, and media contributed to gains in adjusted EBITDA, which was $58.7 million for the quarter, up 24.2% over the same period in 2012. This is the highest quarterly revenue and EBITDA recorded by Cineplex.

A number of big budget summer movies like Iron Man 3, Fast and Furious 6, and Man of Steel drew about strong box office performance in the quarter. In addition to the strong financial performance, we announced a number of new and continuing initiatives during the quarter.

We continued to strengthen our core exhibition business with the announcement of our agreement to acquire 26 Empire theatres. This proposed acquisition will enable us to extend our brand into Atlantic Canada, which will provide us a truly national presence from coast to coast.

Due to an ongoing positive guest response and the tremendous success of UltraAVX, we continued the expansion by adding six new UltraAVX auditoriums to the circuit. This brings our total to 50 UltraAVX auditoriums as of June 30, 2013.

We also added 81 3D systems at strategic locations across the circuit, increasing our total number of 3D-enabled auditoriums to 632. Premium entertainment choices continued to be strong, reaching a record 42.2% of our box office during the current period.

Moving to Merchandising, in addition to achieving record CPP results of $4.81 for the quarter, other 2Q highlights in this area of the business included the expansion of Cineplex’s Outtakes and Poptopia branded locations. We continue to focus on growing these brands as it positions us well for the future beyond our theatre locations.

In Media, revenues continued to be strong and exceeded Q2 2012 results by 44.7% to $26.4 million. Showtime and digital pre-show revenues were the major contributors to the increase.

We also experienced strong gains in magazine advertising for Cineplex Magazine and Le magazine Cineplex, and digital advertising for Cineplex.com and the Cineplex app. Also during the second quarter, Cineplex Media held its first Upfront presentation at the Scotiabank theatre in downtown Toronto with many agencies and clients in attendance.

Subsequent to the quarter end, we announced our offer to acquire market-leading in-store digital signage company, EK3 Technologies. This acquisition complements our existing Cineplex Digital Media business, and combined with EK3 will make us a leader in the indoor digital signage industry, and provide a platform for significant growth throughout North America.

Alternative programming events in the second quarter included a Metropolitan Opera live from New York and the National Theatre in London, including performances of The Audience featuring Helen Mirren. Sports and film programming, such as the classic film series and family favorites, as well as concert performances, including Paul McCartney and Wings’ Rockshow, were also popular choices during the quarter.

Looking at Loyalty, our SCENE program continues to grow its membership, adding a further 200,000 members this quarter and reaching a total 4.7 million members. During the quarter, SCENE ran programs with various partners including Adidas, Cara Foods, Rogers, and Virgin Mobile.

Looking at our Interactive business, this quarter we launched SuperTicket, which is the world’s first-ever bundled offering from multiple studios that enables movie-goers to purchase a movie admission ticket and pre-order the UltraViolet digital download at the same time. The pre-ordered digital version will generally be available before the movie’s release for home viewing, and will also include a variety of additional value offering, such as bonus scene points and other special offers that will vary by film.

The first SuperTicket film, Pacific Rim, was released subsequent to the quarter end and has done well. In addition to this, other areas of our interactive business continued to deliver good results in the second quarter of 2013.

During this quarter, Cineplex.com registered a 36.6% increase in page views to $127 million, a 4% increase in unique visits to $10 million, and a 27.4% increase in visits to $20 million. The Cineplex store added new content partners and launched high-definition content for electronic sell-through and video-on-demand digital movies.

Cineplex mobile app remains one of the most popular mobile apps in Canada. As of June 30, 2013, the Cineplex app has been downloaded more than 6.5 million times and recorded more than $155.7 million app sessions.

The app now reaches a 11.4% of Canadian mobile subscribers and ranked 12th in Canada amongst the top 20 mobile brands. Now, let’s take a look at the film slate for the balance of the year.

Film products for the third quarter is encouraging, as we enter the quarter with a strong start that included films such as Despicable Me 2, Pacific Rim and We’re the Millers. This past weekend the action films two guns opened starting Denzel Washington and Mark Wahlberg.

Smurfs 2 was also released and it was our second super ticket offering and over index in Canada at the box office. Other films opening in the third quarter include Elysium, starring Matt Damon, and Disney’s Planes.

The summer of sequels continues with Kick-Ass 2, which reprises roles from the 2000 and surprise global hit, and Cloudy With a Chance of Meatballs 2, which rounds out the quarter. Looking ahead to Q4 and the holiday season, in November we have the sequel, Thor: The Dark World, starring Chris Hemsworth, Natalie Portman, and Anthony Hopkins.

Later that same month, the highly anticipated second installments of The Hunger Games Trilogy opens on November 22 with catching fire. Ending the year, and right in time for the holidays, we have a second chapter of The Hobbit: The Desolation of Smaug, which opens December 13, and is available on 3D.

Overall, this was a solid quarter for Cineplex with strong financial results and important acquisition announcements, as well as continued growth within all key areas of our business. We’re looking forward to building on these successes and continuing the momentum throughout the third and fourth quarters.

Now, I will turn the call over to Gord, who will go into the financials in greater detail.

Gord Nelson

Thanks, Ellis. I’m pleased to present the second quarter financial results for Cineplex Inc.

For your further reference, our financial statements and MD&A have been filed on SEDAR this morning. Prior to commenting on the results, I would like to remind you that we adopted IFRS 11, Joint Arrangements retrospectively commencing with the release of our Q1 2013 results.

Under IFRS 11, our 50% interest in SCENE is classified as a joint operation and we now proportionately consolidate for our interest in SCENE. Note 2 to our interim financial statements provides a detailed reconciliation between the perviously reported amounts and the revised amounts for the current quarter.

In addition, Section 18 of our MD&A provides a summary of the quarterly statements of operations for 2012, revised for the retrospective application of IFRS 11.The adoption of IFRS 11 did not result in any changes to net income or adjusted EBITDA for the prior year period. For the second quarter, total revenues increased 14.4% to a record $301.6 million and adjusted EBITDA increased 24.2% to a record $58.7 million.

The results for the quarter were impacted by higher business volumes and the acquisition of AMC Ventures Inc. Cineplex’s second quarter box office revenue increased 11.6% to $174.4 million from a $156.2 million in the prior year.

Iron Man 3 was our top film, generating 13.6% of our box office revenue, followed by Star Trek Into Darkness, Man of Steel, Fast and Furious 6, and The Great Gatsby. This compared to the second quarter of 2012 where Marvel’s The Avengers was our top film with 22.6% of our box office.

Our average ticket price for the quarter increased 2.7% or $0.25 to $9.36 from $9.11 last year. Premium product, including 3D, UltraAVX, VIP, and IMAX product represented 42.2% of our box office revenue during the second quarter of 2013, as compared to 36% in the second quarter of 2012.

The 42.2% represent our highest premium product mix percentage ever, the impact of premium product on the average ticket price of $0.99 for this quarter as compared to $0.88 in the prior year. Excluding premium products, our average ticket price increased 1.7% to $8.37 from $8.23.

Concession revenue increased 12.2% to $89.7 million as a result of the 8.6% attendance increase and 3.2% increase in the concession revenue per patron to $4.81 a new quarter record. Brand optimization, expanded offerings, and increased visitation at concession led to the record CPP.

Other revenues for Cineplex were $37.6 million versus the prior year actual of $27.5 million, an increase of $10.1 million or approximately 36.6%. Media revenue represented 70% of the Q2 2012 total and increased $8.1 million or 44.7% to $26.4 million.

Strong Showtime and digital pre-show revenues were driven by growth within the automotive, electronics and telecommunications sectors. Turning briefly to our expense line items, film costs for the quarter came in at 53.3% of box office revenue, which was slightly below the 53.4% recorded in the prior year.

Concession costs for Q2 2013, were 21.4% of concession revenue, as compared to 20.9% in the prior year. Our retention from concession sales, or concession margin per patron, increased 2.7% during the quarter to $3.79 from $3.69.

Other costs of $131.9 million increased $14.9 million or 12.7%. As detailed in our MD&A and press release, the $131.9 million in other costs is comprised of $46.8 million of theatre occupancy expenses, $68.4 million of other operating expenses, and $16.6 million of general and administrative expenses.

I will discuss each of these categories separately. Theatre occupancy expenses were $46.8 million for the quarter versus a prior year actual of $41.2 million, an increase of $5.6 million.

For Q2 2013, theatre occupancy expense was impacted by the acquisition of the four AMC locations, which accounted for $4.9 million of increase. Other operating expenses were $68.4 million for the quarter versus a prior year actual of $52.4 million, an increase of $6 million.

Major reasons for the increase include a $2.8 million increase related to the new and acquired theatres, including the acquisition of the four AMC theatres; a $1 million increase in media expenses related to its revenue growth, $8.5 million increase related to 3D royalties, and $8.3 million increase related to credit card service fees due to increased online ticket sales and higher business volumes. Theatre level payroll costs represented approximately 43.5% of other operating expenses for the quarter, as compared to $44.3% in the prior year.

G&A expenses were $16.6 million for the quarter, which was $3.2 million higher than the prior year amount in part due to a $1.7 million increase in long-term and short-term incentive program expenses as a result of the recent operating and stock performance. Adjusted EBITDA for the quarter was $58.7 million versus a prior-year amount of $47.3 million, an increase of 24.2%.

The primary contributors to the EBITDA increase were the increased business volumes. Interest expense of $2 million was $1.6 million lower than the prior-year amount of $3.6 million, contributing to the decrease with a $0.5 million or 22.4% reduction in cash interest as a result of the lower rates on the new swap, and lower debt balances in part due to the maturity of the convertible debentures on December 31, 2012.

In addition, there was a $1 million decrease in non-cash interest, primarily related to interest rate swaps. The company recorded tax expense of $10.5 million during the second quarter of 2013 of which $1.9 million was current tax expense and $8.6 million was deferred.

Our blended federal and provincial statutory tax rate was 26.3% in 2013, as compared to 26.2% in the prior year. With the $147 million in non-capital tax losses acquired on the AMC acquisitions, we do not expect to be in a significant current tax pay increase in 2013.

Net CapEx is defined as total capital expenditures net of tenant inducements. Net CapEx for the second quarter was $16.9 million, as compared to $17.8 million in the prior year.

Excluding the planned acquisitions, we expect our full-year net CapEx to be approximately $60 million to $70 million, with approximately $25 million coming from maintenance CapEx, $20 million to $25 million coming from new construction, and $15 million to $20 million from CapEx related to additional premium experience rollout CapEx of AMC locations and CapEx related to new initiatives, including our interactive and digital signage initiatives. Our covenant leverage ratio at the end of the second quarter was 0.87 times versus a covenant of 3.5 times.

We expect to close the EK3 transaction within the next few weeks and the Empire transaction in September. We have availability under our credit facilities to fund the purchase price for the transactions, but we will continue to assess our financing options.

Financing could include an amendment to the existing credit agreement or a new credit agreement. We remain very comfortable with where Cineplex, Inc.

is positioned today. We have a strong balance sheet with a low leverage ratio and a low payout ratio.

We look forward to completing the Empire and EK3 transactions during Q3. These transactions are cash flow and EPS accretive, and are consistent with the strategic goals that we have communicated over the past several years.

That concludes our remarks for this morning, and we would now like to turn the call over to the conference operator.

Operator

Thank you. (Operator Instructions) Our first question comes from Paul Steep from Scotia Capital.

Please go ahead.

Paul Steep – Scotia Capital Markets

Thank you. Good morning.

Ellis Jacob

Good morning, Paul.

Paul Steep – Scotia Capital Markets

Ellis, maybe first on Media, the growth there, it was a great quarter, and I guess, just looking at this, trying to read through what trend we are seeing here, since you sort of bucked the trend of virtually every other media company out there in terms of the upside on the growth, even when you presumably would strip out AMC. Maybe you can talk a little bit about how you see the media segment rounding out?

Ellis Jacob

Well, when you look at 2012, the first half last year was quite weak on the Media side, and we basically positioned ourselves better in the first half of 2013. So on a comparative basis, you are looking at a very weak first half compared to this year.

But we have seen some growth in all of the media advertises, including auto, teleco, electronic, CPGs. And with doing the Upfronts and the real focus on the Media business, we think there is continued growth into the future, but I wouldn’t expect the significant increase as we did in the first half.

Paul Steep – Scotia Capital Markets

Yeah, fair enough, fully understood on that one. I guess the question is, you are actually seeing, at least, modest POTUS of growth on the segment.

Where is it coming? Is it all in theatre, Ellis, or is it sort of, are you actually seeing people react well and buy across the entire network at this point?

Ellis Jacob

The main increase in the second quarter was in theatre, but we are seeing definite traction in other areas of the business as those different areas continue to build and evolve, including things like mobile, the magazine, other areas that – and the SCENE loyalty program.

Paul Steep – Scotia Capital Markets

Great. Actually, that moves to my second question.

I think I’m correct here, but I don’t know if we’ve seen this high level of promotional activity in SCENE, so far in its history, or certainly, it feels like it’s at an all-time high. Maybe talk about, is it seasonality, or is there sort of continued momentum building here?

Ellis Jacob

You know, it varies from quarter-to-quarter, and we do see some continued momentum as we partner and as the number of SCENE members increase over a period of time. And Scotia, themselves, had a summer of SCENE program, which really helped us, overall, from a perspective of building momentum.

Paul Steep – Scotia Capital Markets

Last one for me, can you confirm on the UltraAVX rollout plans, where we are sort of at? I think it was 25 last quarter and you popped 6 is that?

Ellis Jacob

Yeah, we were at 50 at the end of June and we continue to look at opportunities as you saw from the numbers, we hit the highest level ever of box office from premium offerings of over 42%.

Paul Steep – Scotia Capital Markets

Fantastic. Thanks folks.

Ellis Jacob

Thanks you.

Operator

Our next question comes from Adam Shine from National Bank Financial. Please go ahead.

Adam Shine – National Bank Financial Brokers

In terms of – maybe just touching on the media strength, Ellis, are you seeing any increase perhaps in utilization rates? I guess, for the last year or two, they were down around the 40% level, but given the strength seen here and acknowledging what you just said about mostly in theatre, upside, any movement higher in terms of utilization rates?

Ellis Jacob

Yes, utilization continues to improve, Adam, and also I think we’ve really been focused on selling smarter and increasing our client base, which has helped us quite significantly. And also, doing the Upfronts and getting more focus has made a difference for us.

And again, we have a lot of platforms, from magazine to the in-theatres, to out-of-theatres to the mobile to the website, there is a lot of choices that people have that taken now used to ride across the country pretty much with us.

Adam Shine – National Bank Financial Brokers

And it’s early days, obviously, but you’ve had a couple of instances with the SuperTicket. Can you just speak to sort of what you’re seeing in terms of early days?

Ellis Jacob

Yeah, Pacific Rim was the first movie we did with SuperTicket, and we are quite happy, as are Warner Bros. with the results that we see.

I mean, this is the first time anybody has done it around the world. And it was a great introduction to something that gives the guest an opportunity to really watch the movie, and then subsequently, own it in their UltraViolet locker.

Adam Shine – National Bank Financial Brokers

Maybe a couple more for Gord. Gord, I think in the MD&A, there is the AMC EBITDA contribution.

I’m not sure if you can give us the revenue contribution, as you’ve done previously? And also, just lastly, obviously there is some timing issues from quarter-to-quarter, but usually we don’t see this sort of strength we are seeing here in terms of free cash flow in the period.

So maybe you can speak to some of the trend there? Because maybe, obviously, free cash flow is just tracking much better than expected?

Gord Nelson

Yeah, I mean, with respect to the first part of your question, the revenue from the AMC locations for the second quarter was approximately $12.4 million.

Adam Shine – National Bank Financial Brokers

Okay.

Gord Nelson

And in terms of free cash flow generation, I mean, I think when you look at sort of the nature of the business is that when attendance volumes are up, there’s strong operating leverage, so a lot of that contributes down right to free cash flow.

Adam Shine – National Bank Financial Brokers

Okay, good. Thank you very much.

Gord Nelson

Thanks, Adam.

Operator

Our next question comes from Colin Moore from Credit Suisse. Please go ahead.

Colin Moore – Credit Suisse

Okay. Good morning, everyone.

Ellis Jacob

Good morning, Colin.

Colin Moore – Credit Suisse

Good morning. Just thought I’d touch base first on 3D.

I saw a bit of a step up this quarter on installs. Wondering if you could provide just some insight on the trends, if maybe these installs are in areas where you didn’t focus on initially, maybe less dense, or if you’re just seeing, within your higher density, areas that there’s a lot of interest?

And I guess, if you could provide any context of how you are seeing your P-trends approach the 3D or 2D options?

Ellis Jacob

Colin, I think what we’ve done is looked at individual theatres and their performance in 3D and the number of movies that are being produced in 3D and maximizing the value from, moving movies from one auditorium to the next. And if they are 3D compatible, they get a longer run that way.

So if you run multiple 3D movies coming into a particular theatre, it gives you the option of giving seat availabilities to the different movies.

Gord Nelson

And Colin, I think if you recall, the cost for us to sort of add 3D to an existing digital projector is fairly insignificant. It’s around $10,000 digital.

Colin Moore – Credit Suisse

Got it, great. And just a thought on 2014, if I’ve been tracking some of the press releases correctly, you maybe have slightly higher than usual new theatres coming on stream organically.

Could you correct me that sort of direction in the case, if any thoughts on timing, when we might see some of the new theatres come on at the back half of this year or next year?

Ellis Jacob

Yeah, I think, I mean, Colin, what you’re seeing is in terms of the number of theatre announcements, primarily you’re seeing the VIP rollout. So, the VIP rollout is an existing, add on to an existing theatre.

The costs are not as significant as sort of a large build. So yes, you are seeing a number of announcements in 2014, but those primarily relate to VIP.

Colin Moore – Credit Suisse

Got it, great. Thank you.

Operator

Our next question comes from Ben Mogil from Stifel Nicolaus, please go ahead.

Kevin Lee Hon Siong – Stifel Nicolaus Canada, Inc.

Hi. This is Kevin Lee for Ben.

Thanks for taking my question. Just a follow-up on advertising, I just want to – can you give us a sense of how sales through July, booked and billed, are pacing compared to the same time last year?

And what last year’s sales represented as a percentage of total sales for the year?

Ellis Jacob

This is in box office you are asking about, or media?

Kevin Lee Hon Siong – Stifel Nicolaus Canada, Inc.

Digital media. Thank you.

Ellis Jacob

Yeah, I think, we don’t disclose numbers on a monthly basis for media. As I said previously, we feel that the media growth will continue in the second half.

But again, we caution the fact that in the first half of 2012, it was a much weaker first half compared to the back end of 2012.

Kevin Lee Hon Siong – Stifel Nicolaus Canada, Inc.

All right. Thank you very much.

Ellis Jacob

Thanks.

Operator

Our next questions comes from Haran Posner from RBC Capital Markets. Please go head.

Haran Posner – RBC Capital Markets

Yes. May be first, following up on Colin’s question with respect to the 3D ramp in the quarter.

And when you look at the penetration of your box office revenue that comes from premium, obviously, a new record at sort of the 42% range there. I think, historically, you’ve talked about maybe a target of 40% for premium.

I guess, I’m just wondering if this is a kind of one-time event, or do you think that maybe this can actually be a higher number in the future?

Gord Nelson

Haran, I mean the 40% number as the number that we’ve been communicated for number of recent years. So, the experience that we are seeing now is that there is a real demand for both, UltraAVX and VIP.

So, our belief and our experience, now is that the 40% is a bit understated, and perhaps, that number is going to be more in the 45% to 50% range.

Haran Posner – RBC Capital Markets

Okay, that’s great quarter, thanks for that, and may be one for Ellis. Just earlier this week, Rogers held an event where they discussed their VOD offering.

And at the event, they talked about potentially trialing some early release windows. Just wondering if you’ve heard anything around this, if there’s anything that you are kind of aware of that’s coming down the pipe from a premium VOD perspective in Canada?

And then, if you could just maybe refresh us on your thoughts, in terms of the impact, I guess, to your business. And – but more importantly, if you sort of see Cineplex participating in some way if a premium VOD system is launched in Canada?

Ellis Jacob

Regarding the Rogers comments, I basically, I’m not aware of what was communicated and our focus is on SuperTicket, which we think is a much better value proposition for the guest. And overall, given our relationship with the studios and the importance of the box office and the windows, we feel that continuing to focus on what we are doing is the way forward in the future.

Haran Posner – RBC Capital Markets

That’s helpful, Ellis. I guess, just when you were talking about SuperTicket earlier, you mentioned that the films would be available on UltraAVX – or sorry, on UltraViolet before – yeah, UltraViolet, sorry, before they were available I guess, in home video.

Can you just maybe explain the windowing there, in terms of the timing difference?

Ellis Jacob

It largely depends on the movie. It depends on the studio that’s providing the movie.

And what we are looking at is, basically, being more in line with the EST release date, when the movie is available in the locker.

Haran Posner – RBC Capital Markets

Thanks. Thank you very much.

Ellis Jacob

It would be the same as the electronic sell-through date.

Haran Posner – RBC Capital Markets

Got it. Thanks.

Operator

Our next question comes from Tim Casey from BMO. Please go ahead.

Tim Casey – BMO Capital Markets

Thanks. A couple questions; first, on the timing of Empire, is that in your control, or are you waiting for a decision from the Competition Bureau?

Just wondering if you can walk us through what the dynamics on the closing there are. And second, Ellis, there has been a number of big-budget movies that haven’t really worked, and as usual, some of the Hollywood press is writing this up and suggesting that studio behavior may change.

Just curious if you think that is going to happen, or if it is just traditional hyperbole surrounding a few big movies that don’t work? Thanks.

Ellis Jacob

Yeah, on the first question on Empire, we are moving forward, Tim, with all of the requirements. But as you are aware, we require regulatory approvals and that takes a little bit longer.

So we expect it to proceed over the normal course of a deal of this nature.

Tim Casey – BMO Capital Markets

Do you have any transparency on that, Ellis, or is it really kind of a black box and they will let you know when they let you know?

Ellis Jacob

No, we are in constant communication with them. But again, there’s a number of parties involved, so it takes a little longer, Tim, to get to the finish line.

Tim Casey – BMO Capital Markets

Okay.

Ellis Jacob

And on your second question regarding the big budget movies like The Lone Ranger and White House Down and a couple of other that haven’t performed up to expectations, one of the positives is, there were a lot more big-budget movies this past summer, the month of July and August have a significant number of films. Last year, August was very light because of the Olympics.

This year, there’s multiple movies opening on each weekend. And it’s always a situation when you have one or two or three bad movies, the press takes a hard hit on us, but when you’ve got a similar one, two, or three big movies, we don’t get the same amount of time when it comes to either talking about the industry.

So to me it’s more an anomaly and these things are going to happen. There are movies that are going to outperform and there are movies that will underperform depending on the situation, so I don’t know if it’s going to change the way movies get made.

And In some cases, if we do end up with a few more lower-budget movies, it gives us more times at bat, which increases our opportunities to succeed.

Tim Casey – BMO Capital Markets

Thank you.

Ellis Jacob

Thank you.

Operator

Our next question comes from Kenric Tyghe from Raymond James. Please go ahead.

Kenric Tyghe – Raymond James Ltd.

Thank you. Good morning.

Ellis Jacob

Good morning.

Kenric Tyghe – Raymond James Ltd.

Ellis, we’ve seen you expanding beyond the box with your digital signage and signage initiatives, and a comment you made earlier has made curious as to whether there is thinking of expanding beyond your box with respect to your concession offerings and your branded offerings actually becoming standalone brands beyond the box? Am I getting a little ahead of myself or reading too much into your commentary?

Ellis Jacob

No, you are actually right on. Basically, we feel with 71 million people coming through our doors on an annual basis and the screen time that we have and all of the different programs, we feel that we can take some of these brands like Poptopia and Outtakes and Backstage Bistro, to beyond our theatres.

And use the Cineplex brand once we move it into, say, for example, food courts or shopping malls, and build it up the same way we are doing with Cineplex anywhere as it relates to movies, and using our brand to continue to diversify beyond the box office of the theatre.

Kenric Tyghe – Raymond James Ltd.

And I guess, Ellis, the obvious follow up to that would be expectations around timelines or other. Is this slow, steady build through 2014, once you sort of manage through the AMC and potential closure of the Empire transaction, or how do you view the timeline on this?

Ellis Jacob

I think it’s more a longer term focus and first you got to build the brand in the theatre and then take it outside the box. So there is enough room for growth within our theatres on these brands before we start to spin them out, but we will continue to look at opportunities in those areas, including other food opportunities that may become available that we can use the Cineplex brand, the SCENE loyalty program, our websites, and other ways of building value for the company.

Kenric Tyghe – Raymond James Ltd.

Great, thank you. And just changing tack with respect to the slate very quickly.

How would you characterize industry chatter on The Hunger Games follow up and the like? Certainly, what we pickup on the outside looking in is that it’s on par with, if not even ahead, given the success.

Would you care to give any additional color on chatter around those banner titles in the fourth quarter?

Ellis Jacob

Yeah, I think you’ve got some strong titles in the fourth quarter; The Hunger Games, which opens on November 22, you’ve got Thor which is opening on November 6. I looked at a short preview on Ender’s Game, which is opening November 1, which I thought looked extremely good.

You’ve got The Hobbit in December, you’ve got Saving Mr. Banks, Anchorman 2.

There is a lot of product in the fourth quarter. So, when you look at comparatives you’ve got The Hobbit, which is the second of the series and The Hunger Games 2.

So I think you’ve got pretty good titles coming through for the fourth quarter of 2013.

Kenric Tyghe – Raymond James Ltd.

Great, thank you. I’ll leave it there.

Ellis Jacob

Thanks.

Operator

Our next question comes from Steve Li from Industrial Alliance Securities. Please go ahead.

Steve Li – Industrial Alliance Securities, Inc.

Good morning.

Ellis Jacob

Good morning.

Steve Li – Industrial Alliance Securities, Inc.

First question will be regarding the premium offering. With less than three – with about 3% to 6% of your locations that has UltraAVX and about – less than 20% that has about VIP auditoriums, where do you see the market can go before reaching saturation of the market?

Gord Nelson

I mean, we are looking to – we’ve announced the number of VIP locations that you will see kind of rolling out over 2014. And in addition, the UltraAVX rollout has been very successful, to date.

We are up to 50 and we’ll look to add some more.

Steve Li – Industrial Alliance Securities, Inc.

Okay, let’s say, in five years time, you can maybe double that amount of UltraAVX, or are we could be reaching a number, probably, in between?

Gord Nelson

I think, Steve, I mean, we have a plan that will take us through 201. And so, I think once we kind of hit that plateau, and as we’ve mentioned earlier, we think the premium offering could get somewhere between 45% and 50% is that we are kind of reaching the top end of where we think things will be.

Ellis Jacob

Let’s see on one other issue is on the big flash of theatres, we are looking, in some cases to add second screens of UltraAVX because of the strong demand for them. So, you are going to see in some of the major markets that we do have second screens to get the guest and get everything in order.

Steve Li – Industrial Alliance Securities, Inc.

Great. And may be if you can comment on the acquisition of the Empire Theatres and the potential revenue synergies, or revenue opportunities we see within Media business, because I believe, as being a true national player, it will bring some revenue opportunities.

May be can you quantify that?

Ellis Jacob

Well, today, we do advertise for the Empire circuit out east. So instead of Empire being a customer of ours, once the deal closes, it will be part of our total overall national coverage, so it’s very difficult today to tell you what we could quantify as the upside as a result of the acquisition from media.

Steve Li – Industrial Alliance Securities, Inc.

Okay. I have no other questions.

Thank you.

Ellis Jacob

Thank you.

Operator

(Operator Instructions) Our next question comes from Aravinda Galappatthige from Canaccord Genuity. Please go ahead.

Aravinda Galappatthige – Canaccord Genuity Corp.

Good morning. Thanks very much for taking my questions.

I just wanted to focus a little bit on the movie downloading and streaming initiative. Is it fair to say that, as per your business plan, you are expecting the majority of your revenues to be from download-to-own, rather than sort of the $4.99 rentals?

And also related to that, with respect to the download-to-own segment, is there any kind of color you have on the market size in Canada right now? I have seen some data on the US, but Canada has been a little bit hard to come by.

I was wondering if there’s anything that you can share on that front?

Ellis Jacob

On the first part of your second questions, I would say we are looking at a combination of both the download-to-own and rental from our Cineplex store. So the opportunity is there both to do the rental or the downloading to own into the yield locker.

And the total market for home entertainment in Canada is about $1.7 billion, but that includes all of the different formats and ways to get movies.

Aravinda Galappatthige – Canaccord Genuity Corp.

Okay, thanks for that. And then just lastly on the AMC sites, I was wondering if you can give an update on some of the initiatives that you are implementing there?

I know that you are rolling out your concessions initiatives, as well as media. I was wondering if there’s any update on the rollout there?

Ellis Jacob

Well, on media, we are moving forward, and we’ve done that in all of the sites. Again, we are changing the signage.

We’ve done two theaters. We are in the process of doing a third one very shortly.

And we continue to be working on the inside of the box with things like the concession areas. We’ve added UltraAVX in a number of locations and looking for other opportunities including VIP and some of the theaters that we acquired.

But we continue to be optimistic with acquisition. And again, as you remember, these theaters were negative cash flow theaters, and we were able to get over $140 million of tax losses as part of the acquisition.

But again it’s a slow build, but we are getting there to make these theaters positive, overall on an annual basis.

Aravinda Galappatthige – Canaccord Genuity Corp.

Okay, great. Thanks, I’ll leave it there.

Ellis Jacob

Thank you.

Operator

There are no further questions at this time. Please continue.

Ellis Jacob

Thanks, everyone, for joining us this morning. We look forward to speaking with you again during our third quarter results call, which will be in November.

Have a great day.

Operator

Ladies and gentlemen this concludes our conference call for today. Thank you for participating.

Please disconnect your lines.